11.26.2007 Town Council Packet - Mahard AgreementISPER
OWN OF ADMINISTRATION
To:
Mayor and Town Council
From:
Mike Land, Town Manager
Re:
Town Council Meeting — November 27, 2007
Date:
November 21, 2007
Agenda Item:
Consider and possibly act upon approval of the Preannexation Agreement by and between The
Mahard 2003 Partnership, L.P., Mahard Egg Farm, Inc., FC Prosper Partner, Inc., Forest City
Prosper Limited Partnership and the Town of Prosper and adoption of a Resolution authorizing the
Town Manager to execute the same.
Description of Agenda Item:
Per Council's direction on November 13, 2007, staff has continued negotiations with Forest City
Prosper Limited Partnership to finalize a Preannexation Agreement. The agreement as presented
is THE FINAL AGREEMENT as submitted to Forest City on Wednesday November 21, 2007. To
get to this point there have been many hours of discussion between all of the parties. The
agreement as presented is THE FINAL AGREEMENT for Council consideration. There are I am
sure some remaining clean up points that will continue to be worked on between now and Tuesday
night's meeting, things like spelling, punctuation, paragraph references. Every effort has been
made to catch them all before sending out the agreement to Council. These points though are
non -substantive. Based on my continued discussions I believe Forest City will provide their final
position on a couple of points that there may still be some separation between the Town and their
interest. Specifically, Paragraph 15, Default/Remedies and Paragraph 47 dealing with
Indemnification may still be of some concern to them. Regarding Paragraph 47 1 believe we have
reached a good compromise, limiting Forest City's financial exposure to a point, but there still may
be some tweaking of the language. Staff will need to see Forest City's final response to the
agreement before any additional legal commentary can be made.
The following provides a brief summary of the benefits of the Preannexation Agreement. The
underlined sections of the Development Standards for Single Family and Townhome and Multi -
Family Development represent Forest City's agreed to compromise position since our last meeting.
Additional areas of give and take in the agreement over the last two weeks in the language is in the
agreement stating that if the Town is responsible for constructing Parkland Improvements
within the Community Park, said improvements must be completed upon the later of (x)
three (3) years following the dedication of the Community Park or (y) the acceptance by
the Town of the Public Improvements within the subdivision of the Properties which
contains the 2,500th single family lot within the Properties. Forest City agreed to Mrs.
Brewer's language regarding vesting. Mutually agreed to language was reached for
Agenda Item No. 4a - Page 1 of 8
Paragraph 12, Reimbursements. Language was added to both Neighborhood Park and
School areas clarifying that these locations are subject to the approval of the appropriate
agencies. All rear yard setbacks were agreed to be set at twenty-five (25) feet, with a
limited number of Courtyard homes (as defined in the Development Standards) being
allowed to have a reduced setback of ten (10) feet. The limit equated to a maximum of
10% of their total amount of Lots allowed only in Lot Type "A" (75 lots), "B" (110 lots) and
Lot Type "C" (110 lots). Regarding the Townhome and Multi -Family, staff provided
language that was accepted by Forest City that specifically provides setback requirements
from single family property lines for two or three story units.
TOWN OF PROSPER
FOREST CITY PROSPER LIMITED PARTNERSHIP
MAHARD EGG FARM INC.
PRE -ANNEXATION AGREEMENT
NOVEMBER 21, 2007
BENEFITS TO THE TOWN OF PROSPER
1. Property being developed by a reputable developer with a proven success record regarding
large acreage, multi -phased developments.
2. All 2,120.536 acres will be annexed into the Town at one time. The submission of the
Voluntary Annexation will be prior to January 31, 2008.
3. The Planned Development Zoning application will be submitted within sixty (60) days of
the effective date.
4. The first General Development Plan must be submitted prior to September 30, 2008.
5. Water, Wastewater, and Thoroughfare improvements and extensions will be constructed by
the Forest City from their current terminuses to and through the entire property.
6. As long as Town is in compliance with the Agreement, Forest City/Mahard Egg Farm
waives its right to petition for disannexation.
7. The Town of Prosper and PISD at any time can notify Forest City/Mahard Egg Farm that
either the Public Facility Areas or School Areas are required prior to a particular General
Development Plan or Preliminary/Final Plat being filed and accepted, Forest City/Mahard
Egg Farm is required to dedicate said site within one (1) year of the notice received.
Agenda Item No. 4a - Page 2 of 8
8. Seven (7) Acres for Municipal/public Facilities.
9. Development of in cooperation with Forest City a master parks plan for the entire
development, complete within one year of the effective date of the agreement.
10. Twenty-two (22) acres of Neighborhood Parks,
11. 552 acres of Open Space
12. A Community Park of fifty (50) acres dedicated to the Town within three (3) years of the
effective date of the agreement.
13. A $100,000 Community Park Grant to be used for planning, matching grant, design,
engineering and construction purposes.
14. An extensive hike and bike trail system.
15. Forty-five (45) acres for School Areas including two(2) elementary schools and one (1)
middle school. The first elementary school site will be dedicated no later than January 31,
2010.
16. Funding for an education foundation benefiting the children of PISD in the amount equal to
.3% of every residential sale occurring within the project continuing through build out and
as single family units continue to sell through time beyond build out.
17. The Town has pre -negotiated zoning and development regulations including the number of
units, lot sizes, minimum square feet for residential uses, setback requirements for uses and
between uses, open space requirements, architectural requirements, and community image
components, establishment of minimum amenity features, land uses and land use
relationships. Forest City has agreed to include the community icon/image design into their
primary and secondary entrances to the project.
Agenda Item No. 4a - Page 3 of 8
Single Family Development Standards:
TABLE 1
Lot Type A
Lot Type B
Lot Type C
Lot Type D
Min. permitted lot
sizes
8,000 sq. ft
9,000 sq. ft.
10,500 sq. ft
12,500 sq. ft.
Max. permitted
number of lots
750
1,100
1,100
550
Min. Front Yard
25 ft.
25 ft.
25 ft.
25 ft.
Min. Side Yard
Corner Lot
Key Lot
8 ft. (14'2' on
courtyard option)
15 ft.
25 ft.
8 ft. (14'12' on
courtyard option)
15 ft.
25 ft.
8 ft. (14'I2' on
courtyard option)
15 ft.
25 ft.
8 ft.
15 ft.
25 ft.
Min. Rear Yard
25 ft. (10' on
courtyard option for
25 ft. 10' on
courtyard option for
25 ft. 10' on
courtyard option for
25 ft.
no more than 75
Type A lots)
no more than 110
no more than 110
Type B lots)
Type C lots)
Max. building
Height
40 ft.
40 ft.
45 ft.
45 ft.
Max. Lot Coverage
55%
50%
45%
45%
Min. Lot Width
60 ft.
70 ft.
80 ft.
90 ft.
Min. Lot Depth
100 ft.
100 ft.
110 ft.
125 ft.
Min. Dwelling Area
1,900 sq. ft.
2,100 sq. ft.
2,300 sq. ft.
2,600 sq. ft.
Agenda Item No. 4a - Page 4 of 8
Townhome and Multi -Family Standards:
Residential Product Type
Multi -family not on
Development Requirement
Townhouse
the second story of
other uses
Max. Gross Density
10.0 du/ac
15.0 du/ac
Min. Lot Area
1,000 sq. ft.
1 acre.
Min. Lot Width
20'
100,
Min. Lot Depth
50'
150'
Min. Front Setback
0'
20"
Min. Rear Setback
20'
20"
Min. Side Setback (interior lot)
0'
20"
Min. Side Setback (corner lot)
15'
25"
Max. Lot Coverage
80%
70%
Min. Floor Area.' Dwelling Unit
1,200 sq. ft.
650 sq. ft.
Max. Building Height / No. of stories'
48' 13`
48' / 3
Min. Open Space
20%
30%
' Multifamily setbacks include:
a. Fifty (50) feet for one (1) or two (2) story structures adiacent to
property lines with a single family residential use.
b. One hundred and fifty (150) feet for three (3) story structures adjacent
to property lines with a single family residential use.
2 The maximum height of any building within 60 feet of a property line
with a single family residential use shall be 36 feet or 2 stories.
18. Additional public infrastructure easements located within the annexed area determined to be
needed due to on -site or off -site development related issues dedicated to the Town at no
cost.
19. With the submission of a General Development Plan, future development phases will be
identified along with corresponding Public Infrastructure needs. If based on approved
modeling studies the Town's water and/or waste water system is not adequate for that
particular phase, at the time that particular phase's preliminary plat is submitted, the Town
has an addition twelve (12) months to construct/or cause to be constructed or develop any
other reasonable solution with the cooperation of Forest City, the necessary improvements to
adequately serve that specific phase, and in fact future phases that will be coming on line
afterwards.
20. The East-West Thoroughfare Study being performed by the Forest City is not a reimbursable
cost.
Agenda Item No. 4a - Page 5 of 8
21. All Construction, Plat, Inspection related fees will be paid by Forest City.
22. Vested rights tied to Chapter 43 as exist the effective date of the Agreement and as included
in this Agreement.
BENEFITS TO FOREST CITY/MAHARD EGG FARM
1. All 2,120.536 acres will be annexed into the Town at one time. The submission of the
Voluntary Annexation will be prior to January 31, 2008.
2. The entire property will be zoned Planned Development (PD).
3. All development standards will be set for the entire property. Forest City gained permission
to utilize residential single family lots in sizes of 8,000 - 9,000 - 10,500 and 12,500 square
feet. Authorization to construct Courtyard homes, townhomes and multi -family units as
well as commercial and mixed use development. Permitted land uses are also detailed.
4. Roll Back taxes for the entire tract will be granted back to the owner as the property is
developed as a result of annexing the entire 2,120 acres.
5. The Town's ad valorem taxes for the Mahard Egg Farm operations will be granted back for
a period not to exceed six (6) years from the effective date as a result of annexing the entire
2,120 acres.
6. Recognition that the Mahard Egg Farm is a non -conforming land use upon the effective date
of the annexation and that it may continue in that status for a period up to five years.
7. Staff is required to review a submitted General Development Plan within 45 days of its
submission.
8. As one of its remedies, Forest City can appeal to the Town Council if staff does not accept
the General Development Plan as submitted or revised.
9. At the time a preliminary plat is submitted, the Governing Regulations in existence at that
time are established as the construction standards for the property within the submitted
preliminary plat area.
10. Forest City will be reimbursed/credited for 100% of its impact fees for constructing Public
Infrastructure Improvements as identified within the Town Capital Improvements Plan
including Third Party Row acquisition costs and floodplain reclamation costs associated
with constructing the Public Infrastructure.
Agenda Item No. 4a - Page 6 of 8
11. The Town's Thoroughfare Plan will be amended to recognize Good Hope Road as a CIP
project and if warranted, the East-West Thoroughfare after review and acceptance of an
East-West Thoroughfare Study is completed and accepted by the Town.
12. Forest City is receiving 100% credit for Parkland Dedication/Parkland Dedication Fees as a
result of the amount of Parkland being dedicated to the Town.
13. If for whatever reason the Forest City is not fulfilling its requirements to the Town/PISD
(land dedications....) meaning that Forest City is in default of the agreement, the Town may
cease to issue building permits in the most recently approved final plat phase and cease any
and all processes that are in review, and not review any new submittals for any purpose,
until said default is resolved.
14. Forest City's exposure to indemnifying the Town is limited to the first $100,000 out of
pocket cost and 50% of the Town's continuing cost after that.
15. In the event the Town is responsible for constructing Parkland Improvements within the
Community Park, said Parkland Improvements must be completed gpon the later of (x) three
(3) years following the dedication of the Community Park or (y) the acceptance by the Town
of the Public Improvements within the subdivision of the Properties which contains the
2,5001h single family lot within the Properties.
Budget Impact:
The Preannexation Agreement sets out the parameters for future CIP related expansion by Forest
City and that they will be reimbursement for their costs. These reimbursements are consistent with
current Town policy regarding developer reimbursements. As the community grows in conjunction
with this project's growth, additional Town services will be required.
Legal Obligations and Review:
Mrs. Brewer has reviewed the document as presented and will be present Tuesday night to review
it as well as answer any questions you may have.
Agenda Item No. 4a - Page 7 of 8
Attached Documents:
1. A resolution authorizing the Town Manager to execute the Preannexation agreement
between the Town of Prosper and The Mahard 2003 Partnership, L.P., Mahard Egg Farm,
Inc., FC Prosper Partner, Inc., Forest City Prosper Limited Partnership
2. A copy of the Preannexation Agreement and its exhibits.
Town Staff Recommendation:
Town staff recommends that the Town Council approve the Preannexation Agreement as
presented and authorize the Town Manager to sign said agreement subject to the final "clean ups"
with no substantive changes.
Agenda Item No. 4a - Page 8 of 8
TOWN OF PROSPER, TEXAS
RESOLUTION NO. 07-xxx
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS, HEREBY AUTHORIZING THE TOWN MANAGER
OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE A
PREANNEXATION AGREEMENT, BETWEEN MAHARD EGG FARM,
FC PROSPER PARTNER, AND FOREST CITY PROSPER LIMITED
PARTNERSHIP, AND THE TOWN OF PROSPER.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF PROSPER, TEXAS:
SECTION 1: The Town Manager of the Town of Prosper, Texas, is hereby authorized to
execute, on behalf of the Town Council of the Town of Prosper, Texas, a Preannexation
agreement, between Mahard Egg Farm, FC Prosper Partner, Inc., and Forest City Prosper Limited
Partnership, and the Town of Prosper, as hereto attached.
SECTION 2: This Resolution shall take effect immediately upon its passage.
RESOLVED THIS THE 271h day of November, 2007.
Charles Niswanger, Mayor
ATTEST TO:
Matthew Denton, TRMC
Town Secretary
After recording return to.
Town Munger
Town of Prosper
121 W. 13road%vati
Prosper, Texas 75078
STATE OF TEXAS §
COUNTY OF DENTON
TOWN Ol' PROSPER §
PREANNEXATION AGREEMENT
This PREANNEXA"TION AGREEMENT (this "Agreement") is entered into to be
effective as on the day of , 2007, (the "Effective Date") by and among 114E
MAIIARD 2003 PARTNERSI iIP, L.P., a Texas limited partnership, and MAHARD EGG
FARM INC., a Texas corporation (collectively, "Mahard Owner"), FC PROSPER PARTNER,
INTC., a Texas corporation ("FC Prosper"), FOREST CITY PROSPER LIMITED
PARTNERSHIP, a Texas limited partnership ("DeveoopRe "), and the TOWN OF PROSPER,
TEXAS, a Texas home rule municipality ("Town"), pursuant to die terms and conditions set
forth herein. The parties to this Agreement are individually referred to herein as a '`Party" and,
collectively, as the "Parties".
RI'sCITALS
NVI-JEREAS, Mallard Owner owns 2,093.387 acres of land, more or less, located in the
extraterritorial jurisdiction of the "fox%m, as more particularly described in Exhibit "A-1" attached
hereto (tlie "Mahard Property"); and
WHF1RI:,AS, 17C Prosper owns approximately 27.149 acres of land located in the
extraterritorial jurisdiction of the Town, as more particularly described in Exhibit "A-2" attached
hereto (the FC Prosper Property"); and
WHEREAS, the Mahard Property and FC Prosper Properly are collectively referred to
herein as the "Properties', and
WHEREAS, Mahard Owner and PC Prosper are individually and collectively referred to
herein as the "Owners"; and
WHEREAS, Developer proposes to acquire and develop the Properties as a master -
planned, mixed -use development; and
WI-IEREAS, the Town has adopted " 1'iioroughfare Impact Ices-' (the "Thoroughfare
Impact Fees"), "Wastewaicr Impact Dees" (the "Wastewater Impact Fees") and "Water Impact
Fees" (the "Water Impact Fees") (collectively, the `'Impact Fees") pursuant to Ordinance No
95-01, amended by Ordinance Nos. 01-24, 02-19, 02-37, and 05-91 (as they now exist and as
they may hereafter be amended, individually and collectively, the "Impact Fee Ordinances');
and
Preannezation ,Agreement (Mahard) Page 1 of $5
:.0V-%WPcoocsvuutP60I26=�21l1r.1ro07 11:c'r8 AM
WHEREAS. the Town has adopted "Part: Dedication/Fee Requirements" (tile "Park
Dedication/Fee Requirements") and "Part: Improvement Fees" (the "Park Improvement
Lees") pursuant to the Town's Subdivision Ordinance No. 03-05 (as it now exists and as it may
hereafter be amended, the "Subdivision Ordinance"); and
WHEREAS, the To►krl has adopted "Construction Fees" pursuant to the Subdivision
Ordinance and the Town's Fee Ordinance No. 02-33 (as it now exists and as it may hereafter be
amended, the "Fee Ordinance'') consisting of fees for items including, but not Iimited to,
annexation, land planning (concept plans, land studies, site plans), platting, inspection fees
(construction, landscaping), tree surveys and mitigation/preservation plans, landscape plans,
special use permits, mapping, zoning, and erosion control deposit (individually and collectively,
the "Construction Fees"); and
WHEREAS, the To%Nm and Owners are authorized under Section 212.171, et seq., of the
Local Government Code (the "Statute") to enter into a contract to:
(1) guarantee the continuation of the extraterritorial status of the
Properties and its immunity from annexation by the Town for a period not to exceed fifteen (15)
years;
(2) extend the Town's planning authority over the Properties by
providing for a Conceptual Development Plan to be prepared by ONkliers and approved by the
Town under which certain general uses and development of the Properties are authorized;
Q) authorize enforcement by the 'Town of certain municipal land use
and development regulations in the same manner the regulations are enforced within the; Town's
boundaries:_
(a) authorize enforcement by the 'Town of land use and development
regulations other than those that apply within the Town's boundaries, as may be agreed to by
Owners and the 'Town;
(5) provide for infrastructure for the Properties, including:
(A) streets and roads;
(B) street and road drainage;
(C) land drainage; and
(D) water, wastewater, and other utility systems;
(6) authorize enforcement of environmental regulations;
(7) provide for the annexation of the Properties as a whole or in parts
and to provide for the terms of annexation, if annexation is agreed to by the Parties;
(8) specify the uses and development of the Properties before and after
annexation, if annexation is agreed to by the Parties; or
(9) include other lawful terms and considerations the Parties consider
appropriate; and
WHER13AS, this Agreement is intended to set forth the obligations and duties of the
Parties with respect to, among other items set forth under the Statute, other applicable law and as
specifically set forth herein, (i) the extension of utilities to and within the Properties and through
to other territories; (ii) the construction of roadways to and within the Properties and through to
other territories; (iii) the payment of the Impact Fees pursuant to the Impact Fee Ordinances; (iv)
the payment of reimbursements to Developer from the Impact Fees collected by the To%Nm
Preannexation Agreement (N43hard) Pap 2 of 55
::01 MATC1XKS1AtZ8N0IPG312/l it-V2007 11:08 AM
Pursuant to the Impact Fee Ordinances and other lawfully available funds for Developer's
construction of improvements; and (v) the payment and crcdil of fees and/or the dedication of
land and/cascments by Developer or the Owners, as applicable, to fulfill the Part: Dedicationlf-ee
Requirements and the Park Improvement I -cc requirements under the Subdivision Ordinance;
WHEREAS, the Parties desire to agree on the matters set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits and premises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Panics agree as follows:
DEFINITIONS
"Additional Regulations" shall have the meaning found in Paragraph 4 i.
"Advance Defense Costs and Expenses" shall have the meaning found in Paragraph 19 c.
"A re_gement'' shall have the nicaning found in the preamble.
"Annexation Service Plan" sliall have the meaning found in Paragraph 2 b.
"Approved Plat(s) 'shall have the meaning found in Parma.
"Area Requirements" shall have the meaning found in Paragraph 3 a.
"Board" shall have the meaning found in Paragraph 10 a.
"CIP" shall mean the ToNvn's Capital Improvement Plan adopted by Ordinance 1o. 06-9I, as it
exists or may be amended.
"Claims " shall have the meaning found in Paragraph 19 a,
"Communih* Park" shall have the meaning found in Paragraph 3 c..
"Community Park Grant" shall have the meaning found in Paragraph 9 a:.,
"Conceptual Development Plan" shall have the meaning found in Paragraph 3.
"Construction Costs" shall mean all actual costs and expenses incurred by or on behalf of
Developer, for or solely and directly in connection with the Public Infrastructure described in
this Agreement, specifically being costs for (A) engineering, designing, staking, installing,
testing; and inspecting the Public Infrastructure, (B) materials and labor and (C) all permits,
licenses and other fees and charges of any governmental authorities exercising lawful jurisdiction
with regard to the construction of the Public Infrastructure. No Construction Costs, except for
reasonable and necessary preliminary engineering costs directly and solely related to the
provision of cost estimates arising out of this Agreement, for the Public Infrastructure shall be
incurred by Developer until Developer has submitted the Construction Costs estimates to the
Preannexation Agreement (Malrard) raga 3 of SS
::01>A1AU'CD0CSVkR13J1S01263',2111/21J2007 11:08 AM
Town for review and written approval, such approval not to be unreasonably witlilield, delayed,
conditioned or denied by the Town.
"Construction Fees" shall have the meaning found in the recitals.
"Defense Costs and Expenses" shall have the meaning found in Paragraph 19 a.
"Developer" shall have the meaning found in the preamble.
"Developer's Costs" shall have the meaning found in Paragraph 12 a.
"Developer's Maintenance Obligation(s)" shall have the meaning found in Paragraph _ I_Q d.
"Development Standards" shall have the meaning found in Paragraph 3.
"Development Region" shall have the meaning found in Paragraph 4 a.
"Development Region Facilities" shall have the meaning found in Paragraph 4 b (ii0.
"DISD" shall have the meaning found in Paragraph 3 e.
"Drainage Buffer Area" shall have the meaning found in Paragraph 1 I.
"East-West Thoroughfare" shall have the meaning found in paragraph 6 d.
"East-West Thoroughfare Developer Costs" shall have the meaning found in Paragraph 6 d.
"East-West Thoroughfare Study" shall have the meaning round in Paragraph 6 d.
"Education Foundation Assessment" shall have the meaning found in Paragraph 3 f.
"Effective Date" shall have the meaning found in the preamble.
"Evidence of Pavment(s)" shall have the meaning found in Para rah 12 c.
"Exhibits" shall include the following:
Exhibit "A-1" — Legal description of Mahard Property
Exhibit "A-2" — Legal description of FC Property
Exhibit "B" — Conceptual Development Plan
Exhibit "C" - Development Standards
Exhibit "D" — Development Regions
Preannexalion Agreement (Mahard) PiSc4 of35
::oDA4A!1'CDC)CSL•11t13l:5012b3'� 11021, 200 11.03 AM
Exhibit "E" - Utility PIan
Exhibit "L" - Iiioroughfare Flan
Exhibit " F" -- Development Milestones
"Fee Ordinance"' shall have the meaning found in the recitals.
"FC Prosper" shall have the meaning found in the preamble.
"FC Prover Propertv" shall have the meaning found in the recitals.
"FEMA" shall have the ineaning found in Paragraph F.
"fioodplain" shall have the meaning found in I'araeraph G d.
"Force Majeure" shall have the meaning found in Paragraph 43.
"Future Defense Costs and Expenses" shall have the meaning found in Paragraph 19 c.
"General Develol)nient Plan" means a plan for the development of a Development Region
preliminary to the submission of a preliminary plat application and containing the information
specified at Paragraph 4.
"Governing Regulations" shall have the meaning found in Paragraph 33.
"HOA" shall have the meaning found in Para ra h 9 d.
"Horizontal Development Regulations" shall have the meaning found in Paragraph 3.
"Impact Fee Ordinances" shall have the meaning found in the recitals.
"Tii3 aiacct Tees" shall have the meaning found in the recitals.
"Inspection Fees" shall have the meaning found in Para ?rah 14 c.
"Judgment" shall have the meaning found in Paragraph 19 a.
"Local Government Code" shall have the nicaning found in Paragraph 2 b.
"Mahard Egg Farm" shall have the ineaning found in Paragraph 2 f.
"Mabard Property. ' shall have the meaning found in the recitals.
"Mahard Owner" shall have the meaning found in the preamble.
Prcannexation Agreement (Mahard) Pagc 5 oM
::ovAif►1PCDOCSLaRBYdo12631211121/2007 1 i:09 AIM
"Maintenance Obligation(s)" means compliance with, at a minimum, the 'rown's Maintenance
of Property Code, Ordinance No. 04-118, and the Property Maintenance Code, Ordinance No.
04-37, as each exists or may hereafter be amended.
"Maintenance Period" shall have the meaning found in Para ira h 10 d.
"Mixed Use Tract(s)" shall have the meaning found in Paragraph 3 a.
-Neighborhood Parks" shall have the meaning found in Paragraph 9 a (i).
"Open Space" shall have the meaning found in Paragraph 9 a.
"other easements and/or right(s)-of-way" shall have the meaning found in Paragraph 4 h
"Owners'? shall have the meaning found in the recitals.
"Park Dedication/Fee Requirements" shall have the meaning found in the recitals.
"Park Improvement Fees" shall have the meaning round in the recitals.
.:Parkland" shall have the meaning found in Paragraph 9 a.
-Parkland Improvements" shall have the meaning found in Paragraph 10 a.
"Parkland Improvements Costs" shall have the meaning found in Paragranh 10 a10 a.
"Parks Plan" shall have the meaning found in Paragraph 9 a.
"Party" or "Parties" shall have the meaning found in the recitals.
"I"W' shall have the meaning found in Paragraph 3 h.
"I'i[SD" shall have the meaning found in Paragrra lie.
"Plat Review Fees" shall have the meaning found in Paragraph 14_ b.
"Properties" shall have the meaning found in the recitals.
"Public Facility Area(s)" shall have the meaning found in Paragraph 3 g.
"Public Improvements" and "Public Infrastructure' mean, individually and collectively,
those roadway, drainage, storm sewer, water and wastewater improvements, and related
easements and/or right-of-xvay, depicted on the CIP and which are designed in conjunction with
the roadway and utility improvements and are necessary for the delivery of municipal services to
the Properties and/or the territory to be served by said improvements according to the CIP and
determined by the Towm's Engineer.
Preannexalion Agreement (N7aluird) Page 6 or55
:ODAiATCDOCSkARM01263'.2.r] lr- ]f_'0o7 11.06 AM
"Public Parkland" shall have the meaning found in Paragraph 9 a.
:'Reimbursements" sliall have the meaning found in Paragraph 12 a (2).
"Related Document(s)" means and includes, without limitation* any and all ancillary
development agreenieni(s) and any and all other instrument(s) and document(s) relating to the
subject matter of this Agreement, whether now or hereafter existing, and executed in connection
with the obligations set forth and/or contemplated herein.
"Residential Tracts" shall have the meaning found in Paragraph 3 b.
"School Area(s)" shall have the meaning found in Paragraph 3 e.
"Statute" shall have the meaning found in the recitals.
"Subdivision Ordinance" sliall have the meaning found in the recitals.
"Subiect Approved Plat" shall have the meaning found in Paragraph 4 i.
"Term" shall have the meaning found in Paragraph_18.
"Third Party Easement Acquisition Fees" shall have the meaning found in Paragraph 13 a.
"Third Party Easement/RONV Acquisition Fees" shall have the meaning found in Paragraph
13 a.
"Third Party Public Infrastructure Easements" means the casentent(s) that is/arc necessary or
appropriate, as reasonably determined by the Towel, f'or the timely construction, completion and
dedication of the Public Infrastructure and that is/are not located wholly within the Properties
and/or which may/may not be adjacent to the Properties, or a portion thereof.
"Third Party Public Infrastructure Easements/ROW" means the easements and/or right-of-
-way that is/are necessary or appropriate, as reasonably determined by the Town, far the timely
construction, completion and dedication of die Public Infrastructure and that is/are not located
wholly within the Properties and/or which may/may not be adjacent to the Properties, or a
portion thereof.
"Third Parh' ROW Acquisition Fees" shall have: the meaning found in Paragraph 13 a.
"Third Party Thoroughfare ROW" means the rights)-of=way that islare necessary or
appropriate, as reasonably determined by the Town, for the timely construction, completion and
dedication of thoroughfares and that is/arc not located wholly within the Properties and/or which
may/may not be adjacent to the Properties, or a portion thereof.
"Thoroughfare impact Fees" shall have the meaning found in the recitals.
Prestnnexation Agreement (Mahard) Puge 7 of 55
•:L)1):kiAU'Ct)O SLiRIIJ'001253i2111/21J2007 11.09 AM
"Thoroughfare Plan" shall have the meaning found in Para ra h 6 a.
"TIA" shall have the meaning found in Paragraph Q b (ii).
-Town" shall have the meaning found in the preamble:.
-Trail Area(s) 'shall have the meaning found in Paragraph 3 d.
"Trail Easement(s)" shall have the meaning found in Paragraph I0 e.
"Utility Plan" shall have the meaning found in Paragraph 55.
'*Wastewater Impact Fees" shall have the meaning found in the recitals.
"Water Impact Fees"shall have the meaning found in the recitals.
''Zoning Ordinance" shall have the meaning found in Parauranh 3.
1. Subiect Properties. The Properties subject to this Agreement include all of the
land awned by Owners described in Exhibit "A-l" and Exhibit -A-2". Mahard Owner represents
it is the sole owner of the Mahard Property. FC Prosper represents it is the sole o%%ner of the FC
Prosper Property. Land adjacent, but not necessarily contiguous to, the Properties may be
included into this Agreement upon the request of Developer. Any such addition of land to this
Agreement shall be by mutual written agreement of the To-.%m and Developer.
2. AnnexationANIniver of Disannexation/Rollhack Taxes/Mahard Ewa Farm
Nonconforming Status.
a. Voluntary Annexation. On or before January 31, 2008, Developer and
Owners shall file or cause to be filed with the Town a voluntary petition,
in the forth provided by the IW- n, for annexation for all land within the
Properties. Town, Developer and Owners will take all necessary action to
successfully complete the annexation process. Owners and the To«n
acknowledge and agree that, as of the Effective Date, the Properties arc
located within the ToR%Vs extraterritorial jurisdiction. Subsequent to the
Effective Date, Owners and the Town shall complete proceedings for the
annexation of the Properties into the Town's corporate limits. The Parties
shall cooperate in good faith with each other in such annexation process,
including, but not limited to, the execution by Owners and the Town of
any Related Documents to properly effectuate such voluntary annexation.
b. Annexation Service Plan. The Parties agree that this Agreement meets the
requirements of a service plan, and shall serve as the service plan for the
Properties with respect to the Public Improvements, (the "Annexation
Service Plan") that provides for the extension of full municipal services to
the Properties pursuant to Section 43.065 of the Local Government Code
(as it now exists and as it may hereafter be amended, the "Local
Preannesation Agreement (Mahard) rage 8 of55
!:oDMAW1)W-S\ ARBJ%50126 :,11/2t/3007 I LA rLM
Government Code"). With respect to all other services required in a
service plan, the To%vn shall provide such services in accordance with this
Agreement and Section 43.065 of the Local Government Code_ The
Parties acknowledge that this Agreement will be considered at the public
hearings held under 43.065 of the Local Government Code, that this
Agreement represents the mutual understanding of the Parties with respect
to the matters contained herein, and that no provision of any service has
been deleted, The Parties further agree that the services and infrastructure
to serve the Properties to be provided by Owners and/or Developer are
undertaken voluntarily. The Town Council of the Town finds and
determines that this proposed Annexation Service Plan will not provide
any fewer services. and it will not provide a lower level of service in the
area proposed to be annexed than were in existence in the proposed area at
the time inunediately preceding the annexation process.
Because of the differing characteristics of topography, land utilization and
population density, the service levels which may ultimately be provided in
The newly annexed area may difTer somewhat from services provided in or
to other areas of the Town. These differences are specifically dictated
because of differing characteristics of the Properties and the Totivn will
undertake to perforni consistent with this Agreement so as to provide the
newly annexed area with the same type, hind and quality of service
presently enjoyed by the citizens of the Town who reside in areas of
similar topography, land utilization and population.
C. WAIVER OF DISANNEXATION. DEVELOPER, OWNERS AND THE
TOWN AGREE THAT' THE REQUIREMENT THAT THE
CONSTRUCTION OF CAPITAL IMPROVEMENTS NECESSARY TO
PROVIDE MUNICIPAL, SERVICES TO THE PROPERTIES MUST BE
SUBSTANTIALLY COMPLETED WITHIN THE TIME PRESCRIBED
BY SECTION 43.056, LOCAL GOVERNMENT CODE, AS
AMENDED, DOES NOT APPLY TO DEVELOPMENT ON THE
PROPERTIES} OR ANY PORTION THEREOF, BECAUSE OF ITS SIZE
OR PROJECTED MANNER OF DEVELOPMENT BY THE OWNERS
AND/OR DEVELOPER. THE PARTIES AGREE THAT
CONSTRUCTION OF THE CAPITAL IMPROVEMENTS NECESSARY
TO PROVIDE SUCH MUNICIPAL SERVICES TO THE PROPERTIES
ARE NOT REASONABLY EXPECTED TO BE COMPLETED WITHIN
THAT TIME PERIOD, AND THE OWNERS AND DEVELOPER,
PROVIDED THE TOWN IS IN COMPLIANCE WITH THE TERMS OF
THIS AGREEMENT, HEREBY WAIVE ANY RIGHT IT/THEY MAY
HAVE UNDER SECTION 43.056 AND/OR SECTION 43.141, LOCAL
GOVERNMENT CODE, AS AMENE% TO FILE A PETITION FOR
DISANNEXATION AND/OR ANY OTHER ACTION DUE TO FAILURE
Preannexation Agreement (Mahard) Page 9 of 55
::ODMAU'Ct)OCSk/%R 3JX$O 1?43L/1101/2007 11:09 AM
TO PROVIDE ANY PORTION OF THE PROPERTIES WITH TOWN
UTILITY, INCLUDING WATER AND/Olt WASTE WATER SERVICES
AND/OR ANY OTHER MUNICIPAL SERVICES, SAVE AND EXCEPT
POLICE AND FIRE PROTECTION, EMERGENCY MEDICAL
SERVICES, SOLID WASTE COLLECTION, AND UNLESS
OTHERWISE PROVIDED HEREIN, MAINTENANCE OF DEDICATED
PARKS AND ROADS.
d. Rollback Taxes. In consideration for annexation of the Properties as
described herein, 'Town and Owners, as applicable, agree to enter into one
or more subsequent written agreements, as allowed by law and subject to
annual appropriation by the To%kn Council and Paragraph 48, which set
forth the specific terms and conditions, mutually agreed to by Torn and
Owners, as applicable, for the reimbursement of the rollback taxes
assessed and collected by the Town to the O% ners, as applicable, for each
Development Region of the Properties.
Ad valorem Taxes. In further consideration for alutexation of the
Properties as described herein, Town and Mahard Owner agree to enter
into one or more subsequent written agreements, as allowed by law and
subject to annual appropriation by the Town Council and Paragraph 48,
which set(s) forth the specific terms and conditions, mutually and
reasonably agreed to by Town and Mahard Owner, f'or the reimbursement
of Tot%m ad valorem taxes assessed and collected by the Town from
Mahard Owner on real property upon which any part of the Mahard Egg
Farm is in operation in accordance with this Agreement and for a period
not to exceed six (6) years from the Effective Date.
f. Nonconforming Status of Mahard 13 gg farm.
i. Mahard Owner currently operates an egg farm for the purpose of
producing and distributing eggs for human consumption, said use
including all structures, buildings, facilities, equipment, machinery
and/or farm implementation (the "Mahard Egg Farm').
ii. Mahard Owner and the Town represent and agree that:
(A) on the effective date of the ordinance annexing, among
other portions of the Properties, the Mahard Property, the
Mahard Egg farm shall acquire a nonconforming use
and/or structure status pursuant to the Zoning Ordinance;
and
(B) on the effective date of the ordinance annexing, among
other portions of the Properties, the Mahard Property,
Preannexation Agreement, (Mallard) Page ]a005
::flD�lA1PC1)CX'51�Kf3J130i2G31?13IMP-007 11A8 AM
Mahard Owner, by virtue of the hull execution of this
Agreement, shall have registered the Mahard Egg Farm as a
nonconforming use/structure as required in the Zoning
Ordinance; and
(C) on the effective date of the ordinance annexing, among
other portions of the Properties, the Mahard Egg Farm shall
be allowed to continue to operate, as it existed on the
EfTective Date, as a nonconforming use/structure subject to
the rights, regulations, requirements, ordinances and/or
rules for all other nonconforming uses/structures in the
Town, as each exists, may be amended or in the future
arising, until the earlier of: (1) the date upon which the
Mahard Egg Farm is relocated to an area outside of the
Town and its extraterritorial jurisdiction; (2) the date upon
which the Mahard Egg Farm ceases operating as it was
operating on the Effective Date; or (3) eight (8) years
follo%Ang the Effective Date, immediately after which the
Mahard Egg Farm shall cease to exist in any capacity
whatsoever in the To%km or its extraterritorial jurisdiction.
iii. Default. Should Mahard Owner breach and/or fail to comply with
any term and/or condition of this Agreement, the Mahard Egg
Farm's nonconforming uselstrtucture status described in this
Paragraph 2 shall automatically and immediately, without notice
and/or any further action of the To%vn, terminate, and Mahard
Owner shall immediately be required to bring the Mahard Egg
Farm into compliance with any and all ordinances of the Town,
whither now existing or in the future arising, including but not
limited to, the Zoning Ordinance.
iv. Kelcase/Waiver. Mahard Owner does hereby fully, completely and
unconditionally release, relinquish and discharge the Town from
any and all claims, demands, debts, obligations, liabilities, costs,
expenses, controversies, liens, encumbrances, actions and causes
of action and deficiencies of any kind or character whether known
or unknown, suspected or unsuspected, whether in ton or contract,
whether fixed, contingent or otherwise which arose from or relate
in any manner whatsoever to the facts alleged or that could have
been alleged and claims asserted or that could have been asserted
by Mahard Owner relating to the Mahard Egg Farm before the
execution of this Agreement, including, but not limited to, the
release of any right to claim a nonconforming use attached to
and/or existed on the Mahard Egg Farm, at any time (except as
authorized by this Agreement), and any other kind, character or
nature of cause of action and/or damage which could, tnay or
Preannexation Agreement (Mahard) I'agc 1101,55
-0DMAuKtxxstumr+S012G3+2r11r_]rzao7 u1:ask%I
might be the subject of a claim by Mahard Owner by reason of the
facts surrounding the Mahard Egg Farm. Mahard Owner ftirther
agrees that in the event Mahard Owner fails to comply with any of
the terms and conditions of this Agreement, Mahard Owner waives
and disclaims any right to assert that the Mahard Egg Farm
was/werchs a valid nonconforming use/stricture at any time.
;. Conceptual Development Plan and Development Standards and Governing
Regulations. Subject to Paragraph 4 i, development of the Properties shall be governed by the
following (as they currently exist, may be amended or in the future arising): (i) the Conceptual
Development Plan, generally, attached hereto as Exhibit "B" (the `;Conceptual Development
Plan"); (ii) the development standards set forth in Exhibit "C" attached hereto (the
"Development Standards"); (iii) the Subdivision Ordinance; (iv) each General Development
Plan; (v) the Town's Zoning Ordinance No. 05-20 (the "Zoning Ordinance"; (vi) die
Thoroughfare Plan, the Utility Plan, the standards and specifications for public works and any
local regulations related to utility service and/or utility connections (the "Horizontal
Development Regulations"); and (vii) the preliminary plats and final plats for portions of the
Properties that are approved, from time to time, by the To%vn (the "Approved Plats"). The
Conceptual Development Plan, Development Standards, Subdivision Ordinance, each General
Development Plan, Zoning Ordinance, Horizontal Development Regulations and Approved Plats
are collectively referred to as the "Governing Regulations." Development of the Properties
shall be governed by the Governing Regulations during the Term of this Agreement, both before
and after annexation of the Properties. Development of the Properties vdll include, but not be
limited to, the following:
a. Mixed Uses Tracts. Approximately two hundred fifty (250) acres of the
Properties may be developed with a combination of residential, retail,
and/or office uses in the locations shown as "Mixed Use" tracts on the
Conceptual Development Plan (collectively, the "Mixed Use Tracts").
The uses permitted within the Mixed Use Tracts shall be as set forth in
Section 3 of the Development Standards. Development within the Mixed
Use Tracts nnist comply with the lot and area requirements (the "Area
Ilea u irements") set forth in Section 3 of the Development Standards. A
development within the Mixed Use Tracts may be developed solely with
any combination of, or sole];• comprised of one of, the residential, retail or
office uses, provided the density for such use does not exceed the
maximum density set forth in the Area Requirements.
b. Residential 'Tracts. 'Tracts slioN n as "Residential" tracts on the Conceptual
Development Plan (collectively, the "Residential Tracts") shall allow the
uses set forth in Section 2 of the Development Standards. Development
within the Residential Tracts shall comply with the standards set forth in
the Area Requirements set forth in Section 2 of the Development
Standards.
C. Parkland Area. Areas shown as "Community Park" and as a
"MI ighborhood Park" on the Conceptual Development Plan (collectively,
Preannexation Agreement (Mahard) Page 12 of55
:-01)!kir11t'CDOCSi.ARBJI-;0I2631?II Ir IP. 07 I IMAM
the -Community Park") or "Floodplain/Open Space" on the Conceptual
Development Plan shall allow active and passive recreation uses, and
public open space is to be dedicated either in fee simple or by
nonexclusive caselnent(s) mutually acceptable to Developer and the
Town, or by covenants, conditions and restrictions, in lieu of all Park
Dedication/Fee Requirements.
d. Trail Areas. Within the "Floodplain/Open Space" identified on the
Conceptual Development Plan, Developer will provide areas for active
public trail uses and recreation areas to be dedicated in fee simple or by
nonexclusive easement(s) mutually acceptable to Developer and the Town
(the "Trait Areas)"). The general location of the Trail Areas shall be
identified and in general conformance with the Parks Plan on each General
Development Plan, as applicable, with exact locations detennined at the
time of platting.
C. School Areas. Approximately forty -Jive (45) acres of land shall be
donated for school uses as approximately identified as "School" area on
the Conceptual Development PIan (individually, a "School Area" and,
collectively, the "School Areas"). The donation of the School Areas shall
be subject to the mutual and reasonable approval of Developer and/or
Owners. as applicable, Prosper Independent School District ("FIST?") and
the 'Town of exact locations for the school sites and the site development
standards for each school site, which are intended to provide for t%vo (2)
elementary school sites consisting of approximately 10 to 14 acres per site,
and one (1) middle school site consisting of approximately 25 to 30 acres.
In no event shall the first elementary school site be donated to PISD any
later than January 31, 2010. Subject to the specific location and adjacent
land conditions far each site, the area dedicated will be increased in order
to provide for storni water detention and adequate traffic flow. Developer
will also work with PISD and the Town to coordinate Parkland locations
to provide enhanced opportunities for students to use Parkland for access
to and from the School Areas and use Parkland for school activities. In
the event PISD has not accepted donation of a School Area on or prior to
the eighteen (18) months after Developer sends written notice to PISD
advising that the School Area is being offered to PISD for donation, that
respective School Area shall be released from being reserved for school
uses and Developer may proceed with development of such School Area
in the same manner as the uses adjacent to such School Area. In addition,
the land dedications required by this Paraemph 3 e are contingent upon
annexation and zoning of the Properties as contemplated by this
Agreement. PISD will, within a reasonable time after receiving the
proposed conveyance instrument, provide the Developer and/or Owners,
as applicable, written notice of PISD's acceptance of the dedicated land
made the subject of this Paragraph 3 c. PISD will use reasonable efforts to
negotiate and complete a land swap between PISD and the Denton
Independent School District ("DISW) such that all land within the
Preannexation Agreement (Mahard) Page 13 of 55
::ODA1ATCDOCSL•%RDP30 1263SA M Jr.uo711.o8 AM
Properties is included within the PISD boundaries, but in no event shall
such land swap be a condition precedent to the Developer's required
School Area dedications described herein. PISD shall be a third party
beneficiary to this Agreement for purposes of enforcing Paraeraphs 3 c
and f. If PISD determines, at any time, that all or any portion of the
School Areas are required to be donated to PISD, then Developer and/or
Owners, as applicable, shall donate, at no cost to PISD and in accordance
with this Agreement, said land within one (1) year after receiving written
notice from PISD. Upon PISD's acceptance of any donation described in
this Paragraph 3, PISD shall assume full Maintenance Obligations for the
land so donated.
f. Education Foundation Assessment. Developer shall cause an assessment
to be imposed on each conveyance of every single family residence to be
applied to educational facilities within the Properties for the benefit of
PISD (and DISD should the land swap contemplated in ParagraR 3 e not
be completed) (tile "Education Foundation Assessment"), The
Education Foundation Assessment shall be in the amount of three tenths of
one percent (.3%) of the sales price of the residence being conveyed. The
Education Foundation Assessment shall be imposed in restrictive
covenants which shall run with the single family residential land within
the Properties. Developer may establish one or more nonprofit
foundations to administer the funds from the Education Foundation
Assessment or may remit such funds to an organi2.ation «hose purposes
include those described above.
g. Public Facility Area(s). Developer and/or Owners, as applicable, shall
dedicate to the Town, at no cost to the "foam, one (I) or more tracts of
land containing not more than an aggregate total of seven (7) acres, for a
Town fire station(s) and other Town facilities (the "Public Tacility
Areas ''). The Public facility Area(s) will be subject to the Zoning
Ordinance. Location of Public Facility Area(s) shall be: (i) determined at
each General Dcvclopment Plan stage; and (ii) unless the Town submits
an earlier request in accordance with Paragraph 4 f dedicated, at no cost
to the Town and in the form reasonably approved by the To%krn, to the
Town at the time the first final plat for a tract adjacent to the Public
Facility Arca(s) is approved by the Town. The Public Facility Area(s)
shall be adjacent to a primary or secondary thoroughfare, as reasonably
determined by the Town. Water towers may be located within the
Properties at locations determined by the Town and approved by
Developer, which approval may not be unreasonably, withheld, delayed,
denied or conditioned. Unless otherwise agreed to in writing, the Town
shall be fully responsible for Maintenance Obligations upon the Towm's
acceptance of any dedication of any Public Facility Area.
h. Upon annexation of the Properties, the Town shall have all of the same
enforcement rights to enforce compliance with the Conceptual
Preannexation Agreement (Mallard) Page Id of55
-:UUhiAWGUOCSv%IWJ3 501263'.2d11r3113007 11.08 AM
Development flan and Development Standards with respect to such
Properties, or portions thereof, that it otherwise enjoys under the law to
enforce development regulations within the Town's corporate limits. The
Parties contemplate that the 'ToN%m will zone the Properties as a Planned
Development District ("PD") following annexation in a manner that is
consistent with the Conceptual Development Plan and Development
Standards, and the Torun agrees, to the maximum extent permitted by law,
to zone each portion of the Properties annexed into the Town as a PD that
is consistent with the Conceptual Development Plan and Development
Standards.
In the event of a conflict between either the Zoning Ordinance and the
Conceptual Development Plan and Development Standards, the
Conceptual Development Plan and Development Standards shall control.
In the event of any conflict between any Approved Plat and either the
Subdivision Ordinance and/or Zoning Ordinance, the Approved Plat shall
control.
4. General Development Plan. Platting and Development.
a. The Properties are divided into separate "Development Regions" as
identified on Exhibit "D" attached hereto (each a "Development
Region").
b. After a voluntary petition for annexation for all land within the Properties
has been filed with the 'rows by Developer and prior to submitting the
first preliminary plat to the Town for any land located wholly and/or
partially within a Development Region, but in no event any later than
September 30, 2008, Developer shall, at its sole cost and expense subject
only to the Reimbursements set forth in Paragraph Q prepare and file for
review with the Town Engineer a General Development Plan which sets
forth and/or contains the following:
i. location and size of water and wastewater lines to service the
proposed development witlun the subject Development Region,
and other land which will be serviced by such water and
wastewater lines, as identified on the Utility Plan;
ii. location and type of thoroughfares pursuant to the Thoroughfare
Plan and a traffic impact analysis ("TIA") completed in
accordance with the Subdivision Ordinance and submitted with
the General Development Plan;
iii. Iocation, sire (subject to the maximum public facilities dedication
of seven (7) acres set forth in Paragraah 3 f) and proposed use of
public facilities required by the Town to be situated within the
Development Region (such water lines, wastewater lines,
Preannexition Agreement (Mahard) Page 15 of55
::oD,kiA' cooc'nARI)N01263v1 tr. ir007 t l:os All
drainage, storm sever, thoroughfares and public facilities within a
Development Region, herein, the "Development Re ion
Facilities"); and
iv. a modeling study of the water and wastewater lines completed by
a professional engineer licensed in Texas, as mutually and
reasonably selected by the Town and Developer.
C. The Town staff shall review each General Development Plan and send to
Developer, within a reasonable time after the filing of the General
Development Plan, but in no event any later than forty -live (45) calendar
days following said filing, written notice that review of the General
Development Plan has been completed and whether the General
Development Plan complies with the Utility Plan, TIA and Thoroughfare
Plan and/or whether the Public Facility Area(s)comply with the Town's
requirements within the Development Region. In the event the written
notice contains a determination of acceptance of the subject General
Development Plan, Developer shall proceed with the submission of plat
applications to the Town for the Development Regions in accordance with
the General Development Plan.
d. In the event the To%Nm statTadvises Developer in %witing that any General
Development flan does not comply with the Utility Plan, TIA and
'I73orouglifare Plan and/or that the Public Facility Arca(s) do not comply
with the Town's requirements within the Development Region, Developer
may (i) revise the General Development Plan to so comply, or (ii) appeaI
the determination to the Toxvn Council, said appeal must be in writing and
submitted to the Town Ivianager, within ten (10) calendar days of'receipt
of the notice of noncompliance as provided herein; who will place, in his
reasonable discretion, the appeal on the agenda of the next available Town
Council meeting. Upon the filing of a revised General Development Plan,
the Town staff shall review the revised General Development Plan and
send to Developer, within a reasonable time after the filing of the General
Development Plan, but in no event any later than forty-five (45) calendar
days following said filing, written notice that review of the revised
General Development Plan has been completed and whether the revised
General Development Plan complies with the Utility Plan, TIA and
Thoroughfare Plan and/or whether the Public Facility Area(s) Plan comply
with the Town's requirements within the Development Region. In the
event the written notice includes a determination of acceptance, Developer
shall proceed with the submission of plat applications to the Town for the
Development Region in accordance with the General Development Plan.
In the event the "fawn staff advises Developer in exiting that the revised
General Development Plan does not comply with the Utility Plan, TIA and
Thoroughfare Plan and/or that the Public facility Area(s) do not comply
with the Town's requirements within the Development Region, Developer
may proceed with the same options set forth in (i) or (ii) of this Paragraph
Preannexation Aeree.meni (Mallard) Page 16of55
::ov:Ns,%vI:nors\ArtliJW]263`:..11121R007 11.09AM
4 d. 'Ilic decision of the To%Nm Council on an initial filing or a filing of
any subsequently revised General Development Plan shall be final and
shall control the construction and installation of the Development Region
Facilities and/or the dedication of the Public Facility Area(s), and
Developer shall proceed in accordance with each applicable Town Council
detenn ination.
C. Except as otherwise agreed upon by the Town and Developer herein or in
a Related Document, Developer shall cause the Development Region
Facilities identified oil a General Development Plan to be constructed or
installed at its sole cost and expense subject only to the Reimbursements
set forth in Paragraph 12.
If the Towm reasonably determines, at any time, that all or any portion of
the Public Infrastructure and/or Public Facility Area(s) are required to be
constructed or installed by, or on behalf of, and/or dedicated to the Towrrt,
as applicable, then Developer and/or Owners, as applicable, shall dedicate,
at no cost to the Towm and in accordance with this Agreement, the land on
\k"hich said Public Infr.�tnicture and/or Public Facility Area(s), or
portion(s) thereof; are to be located within one (1) year after receiving
written notice from the I -own Engineer that said Public Infrastructure
and/or Public Facility Area(s), or portion(s) thereof, are required,
regardless of wthether a General Development Plan for the particular
Development Region has been submitted and approved as described
herein. The Town will, within a reasonable tine after receiving the
proposed conveyance instrument, provide the Developer and/or Owners,
as applicable, written notice of the Tow+n's acceptance of the dedicated
land made the subject of this Paragraph 4 r Upon Towm's acceptance of
any dedication described in this Paragraph 4 f, Town shall assume full
Maintenance Obligations for the land so dedicated. In the event the Towm
constructs and installs any of the Public Infrastructure and/or any
improvements contained within any Public Facility Area(s), such
construction and installation shall be at no cost to Developer, and
Developer shaII not be entitled to any Reimbursements for same.
g. Nomithstaltding anything contained herein to the contrary, the Town and
Developer may enter an agreement or Related Document which modifies
any of the paragraphs in this Paragraph 4, including, but not limited to, the
location, size, costs of construction and construction schedule for any of
the Development Region Facilities.
lt. If the Towm reasonably determines, at any time, that casements and/or
rights)-ofway, contained within the Properties, or portion(s) thereof, but
not part of the Public Infrastructure and/or Public Facility Area(s), C other
casements and/or right(s)-of-%vav') are required to be constructed or
installed by, or on behalf of, and/or dedicated to, as applicable, the 'Town
for offsite needs, as solely determined by Town, then Developer and/or
Preannexalion Agreement (Mahard) rage 17 of 55
::oDMATCiXX' ARBM01263'all IMPM7 11.08 ASS
Owners, as applicable, shall dedicate, at no cost to the Town or at a
mutually agreed upon price not to exceed the fair market value as
detennnined by a certified appraiser selected by the 'Town. the other
easements atnd/or rights) -of -way within six (6) months after receiving
written notice from the Town Engineer_ Upon To►-Nn's acceptance of any
dedication and/or conveyance described in this Paragraph 4 h, Town shall
assume full Maintenance Obligations for said land.
Following, the finalization of each General Development Plan, Developer
shall file or cause to be filed a preliminary plat for the land, or portion
thereof, contained within the subject General Development Plan, with the
Town in accordance with the Subdivision Ordinance for the Town
Planning and Zoning Commission's consideration and approval (the
`'Subject Approved flat'). The property contained within each Subject
Approved PIat will be developed in accordance with the Governing
Regulations as each exists on the date the application for the Subject
Approved Plat was submitted to the Town , except as otherwise expressly
stated in this Agreement and/or except as to all other regulations, rules,
requirements and/or ordinances of the Town which are described in
Section 245.004, Local Government Code, as it exists or may be amended,
("Additional Regulations') but in no event shall such Additional
Regulations ever be any less than those delineated in Section 245.004 on
the Effective Date. Novvithstandinsg anything to the contrary herein,
should an Approved Plat for the Properties, or a portion thereof, expire,
development of said Properties, or portions thereof, shall be in accordance
with the Governing Regulations and Additional Regulations existing on
the date a subsequent plat is approved by the Town's Planning and Zoning
Commission.
Developer and Owners acknowledge and agree that the filing of any one
or more General Development Plan(s) shall not be considered a "permit'
for purposes of Chapter 245, Local Govemmnent Code, as amended, and
each filed General Development Plan is subject to the waiver and release
set forth in Paragraph
k. The Parties agree that a General Development Plan approved by the Town
Council in accordance with this Paragraph 4 shall constitute an irrevocable
commitment by the Owners and/or Developers to dedicate, at no cost to
the To%v n, in accordance with this Agreement, the Parkland, Public
Infrastructure and the Public facility Area(s) described in each approved
General Development Plan.
5. Extension of Water and Wastewater Service facilities/Water and Wastewater
Innnaet Ices. Developer shall, at its sole cost and expense subject only to tine Reimbursements
set forth in Para graph 15, extend, or cause to be extended, water and wastewater service facilities
to the Properties as set forth on the CIP, in accordance with the Utility Plan attached hereto as
Exhibit "E" (the "Utility Plan").
Preannexation Agreement (Mahard) NBC is of55
::OD.NIAU'C'DOCS! %RBJ',501:63i:/11 ]r,007 11.08 APS
a. The Town shall provide water and wastewater service within the
Properties in capacities sufficient, as reasonably determined by the Town
based on, among other things, the modeling studies described in PaMgrapli
4 b (iv), for the full development of the Properties as permitted under this
Agreement.
b. Adequate, as mutually and reasonably determined by Developer and the
Town, service for each phase of development shall be made available to
Developer by the Town upon Town's release of plans for each respective
phase of development.
C. If, at the time a phase of a General Development Plan is determined to be
in compliance as outlined in Paragraph 4, the 'Town cannot provide
adequate, as mutually and reasonably determined by Developer and the
Town, water or wastewater service to the identified phase of development
included within such General Development flan, then the Developer and
Town shall consider alternative solutions for their mutual benefit to obtain
water and/or wastewater service for that particular phase. These
alternatives may include, but not be limited to, the Town having, after the
preliminary plat has been submitted for the particular phase described
herein, up to twelve (12) months to provide adequate, as mutually and
reasonably determined by Developer and the Town, water and/or
wastewater service: to the particular phase, and/or unless otherwise agreed
to in writing by the Town and Developer, Developer may, with the
Town's approval, which approval shall not be unreasonably withheld,
delayed, denied or conditioned, file applications for service from another
retail provider of service for service during the period in which the Town
cannot in which the Town cannot provide the required service. The Town
shall reasonably cooperate, at no cost to the Town, with Developer's
efforts to secure ser°ice from another provider as required by this
Paragraph 5 c. At the time the Town does have the capacity and authority
to serve the subject phase of development, the development shall convert
to such Town services at the Town's sole and reasonable cost and
expense.
d. Except as otherwise provided herein, the Properties shall be subject to the
water and wastewater impact fees set forth in the Impact Fee Ordinances.
6. Extension of Thoroushfares/Thorough fare Impact lees.
a. Developer shall, at its sole cost and expense subject only to the
Reimbursements set forth in Paragraph 12, construct or extend, or cause to
be constructed or extended, thoroughfares within or adjacent, as
reasonably determined by the Town based on, among other things, the
modeling studies described in Paragrapli 4 b and the TIA, to the Properties
as set forth on the Town's Thoroughfare Plan, Ordinance No. 04-103,
amended by Ordinance No. 06-55 (as they now c ust and as they may
Preannexation Agreement (Mahard) Page 19 of 55
::r)ll �sn�Pc DOCSwR13115U13(�3 �>> tr_tr_oo� 1 LOS AM
hereafter be amended), a copy of which is attached hereto as Exhibit "F"
(the "Thoroughfare flan").
b. The Town shall: (i) within a reasonable time alier the all of the Properties
have been annexed and zoned, amend the Thoroughfare Plan to include
"Good Hope Road", as shown on the Conceptual Development Plan; and
(ii) within six (6) months after the date the East-West Thoroughfare Study
is completed, amend the Thoroughfare Plan to include the East-West
"Thoroughfare provided the East -Nest Thoroughfare Study concludes that
the East-West Thoroughfare should be constructed across the "Doe
Branch".
C. The thoroughfare improvements required herein shall include storm sewer
improvements, as required by the Tb%vn.
d. The Thoroughfare: Plan, existing on the Effective Date, shows the
extension of "Fish Trap Road" through the Properties, traversing the "Doe
Branch" and tributaries, connecting to Idyl 1385. Such alignment may not
be an advantageous alignment due to, among other thinks, the disturbance
of envirotvncntally sensitive: areas; therefore, a traffic/thoroughfare
aligimient study shall be conducted, at Developer's sole cost and expense,
by a professional engineer licensed in Texas and mutually and reasonably
selected by the Town and Developer (the "East-West Thoroughfare
Study'). Developer hereby warrants and agrees that the East-West
Thoroughfare Study shall be completed within one (I) year from the date
of the ordinance zoning the Properties. If the; East-West Thoroughfare
Study concludes that an east -west thoroughfare should be constructed
across the "Doe Branch", Developer shall construct said thoroughfare at.
an area that the Td-Am and the Developer mutually and reasonably agree is
economically viable and which minimizes the disturbance of the
f7oodplain, as defined in the Subdivision Ordinance, (the "floodplain") if
any (the "East-West Thoroughfare"). Developer will not be eligible to
receive Reimbursements under this Paragraph and Paragraph 12 for the
casts of the Fast -West Thoroughfare Study, but Developer will be eligible
for Reimbursements under Paragraph 12 for the Construction Costs
associated with Developer's construction of the Last -Nest Thoroughfare
in accordance with this Paragraph 6 ("East-West Thoroughfare
Developer Costs").
e. Except as othenvise provided herein, the Properties are subject to the
Thoroughfare Impact Fees set forth in the Impact Fee Ordinances.
7. Storm Sewer improvements. Storm sewer improvements needed, as reasonably
determined by the Town, to accommodate storm water run-off from development within the
Properties, but not within the thoroughfares required under Paragraph 6, shall be provided at the
time of construction of the Public Improvements within the respective portion of the Properties.
Storm sewer improvements solely necessary for development within the Properties, as
Preannezation Agreement (.Mahard) t'ageMoM
:.ol�tit,�u� �xx s'v1Ri1l15Di3431Jt 1212007 1108 AM
reasonably determined by the Town based on, among other things, the drainage study submitted
in accordance with the Subdivision Ordinance, shall not be subject to the Reimbursements unless
otherwise agreed to in writing by the 'Town and Developer.
S. Reclamation of Floodnlain. Developer shall be entitled to reclaim, at its sole cost
and expense and subject to no Reimbursements, unless such cost and expense is necessary for the
construction of any Public Infrastructure in which event, the Construction Costs of such
reclamation shall be subject to the Reimbursements under Paragranh.1.2.a iv , any portion of the
fioodplain as situated on the Properties in accordance with the rules and regulations of the
Federal Emergency Management Agency (" FEMA"). Developer shall complete or have
completed a creek corridor study within the geographic boundary, of the Properties which will
include information containing wetlands determination and designation of waters of the U.S.
under U.S. Army Corps of L"-ngincers criteria. Developer shall use such study, along with FEMA
regulations, to inform and direct the Town and Developer regarding reclamation activity.
Requirements.
Parkland Dedication and Community Park Grant/Park Dedication/Fee
a. Developer shall, at its sole cost and expense as set forth herein, dedicate
for public use and reserve for private use of certain persons, including
residents and occupants within the Properties, land for park and open
space purposes as shown on the Conceptual Development flan. Land
shown as "Community Part:" and as "?neighborhood Park" shall be
dedicated to the public for park and open space purposes (the "Public
Parkland"). Land shown as "Open Space' shall be dedicated to the
public, or may be reserved f:or private use by residents and occupants of
the Properties, as reasonably determined by Developer after consultation
with the Town, for active and passive recreation uses including, but not
limited to, trails, playfields, gmlic courts, golf' courses, nature centers,
outdoor education centers and/or community gardens (the "Open Space"
and, together vwith the Public Parkland, collectively, the "Parkland").
Within a reasonable time following the Effective Date, Developer and
Town will use reasonable efforts to arrive at an overall, mutually
agreeable plan for the development and use of the Parkland, including
without limitation, the amenities and improvements, (the "Parks Plan").
The Parks Plan must accompany the first General Development Plan
submitted in accordance with this Agreement. Upon the Town's
acceptance of the Parkland, dedicated in accordance with this Agreement,
the Park Dedication/Fee Requirements for the Properties will be satisfied.
In addition, Developer agrees to make a non-refundable grant to the Town
for the planning, application, design and/or construction of Parkland
Improvements related to the Community Park (the "Community Park
Grant'), The Parkland and Community Park Grant shall consist of the
following:
i. Neighborhood parks, totaling a minimum of twenty-two (22) acres
(the "Neighborhood Parks"),
Preannezation Agreement (Mahard) Page 21 of55
::OD'.kiA'JICI)oCSiAR13P.50126312JI1/-WD07 I i 08 AM
ii. Open Space, totaling a minimum of five hundred, fifty-two (552)
acres;
iii. the Community Park, containing a minimum of fifty (50) acres;
and
iv. the Community Park Grant in the amount of $100,000.00.
b. The schedule for providing the Parkland and Community Park Grant shall
be as follows:
i. Nciahborhood Park: The Neighborhood Parks shall be dedicated to
the Town for public use and constructed simultaneously with the
construction of the Public Improvements contained within the
platted area in which the Neighborhood Parks is/are located.
Developer shall, after consultation with the Town, use reasonable
efforts to situate Neighborhood Parks adjacent to School Areas,
with the specific location being subject to approval by the Towm,
which may not be unreasonably withheld, delayed, condition or
denied.
ii. Open Space: Open Space identified on a General Development
Plan shall be dedicated to the Town for public use, or reserved for
private use by Developer, upon the earlier of. (A) within a
reasonable period of time after receiving a written request by the
Toum for such dedication or reservation, such request being based
upon the Park Plan in accordance with the General Development
Plan wherein such Open Space is located; or (B) upon recordation
of a final plat in which such Open Space is located, provided
Developer oNwis the Open Space to be dedicated or reserved. If'
Developer is not the owner of the Open Space to be dedicated or
reserved, the Owners shall, unless otherwise required herein, be
required to comply with such requirements as set forth in the
Subdivision Ordinance when the Properties, or portions thereof,
develop.
iii. Community Park: Within three (3) years from the Effective Date,
the Community Park shall be dedicated to the Town upon the
earlier of. (A) within ninety (90) calendar days of receiving a
written request by the Town for such dedication; or (B) at the time
the adjacent streets are dedicated to the 'Fovm provided Developer
owns the land identified as the Community Park; provided,
however, the Parties agree that the Community Park, dedication
shall be in cooperation with and furtherance of the To%m's overall
park grant efforts. Notwithstanding anything to the contrary
herein, if the Developer has not dedicated the Community Park by
the time prescribed in the preceding sentence, Owners as
Preannesatian ,Agreement (Mahard) Pap 22 of 55
:.OD.161ATC DOCStA1t1331.iU12G3Vf1 i1.1/:Dp7 11-0S AIM
applicable, shall dedicate, at absolutely no cost to the Toivn, the
Community Park within three (3) months of a %witten request by
the Town f'or such dedication. To%Nm shall be fully responsible for
Maintenance Obligations of the Community Part: upon the Town's
acceptance of the dedication. The Town will, within a reasonable
time after receiving the proposed conveyance instrument, provide
The Developer and/or Owners, as applicable, written notice of the
Town's acceptance of the dedicated Community Park.
iv. Community Park Grant: The Community Park Grant shall be due
to the Town on the earlier to occur of: (A) three (3) years from the
Effective Date, (13) the date followil)g sixty (60) calendar days
written notice from the Town that the Town Council is scheduled
to incur any costs associated with the Community Park Grant, or
(C) the date following sixty (60) calendar days written notice from
the Town that the Town Council is scheduled to award a contract
for construction of any Community Park improvement, or portion
thereof. The Community Park Grant obligation shall be satisfied
by the Developer making payments totaling the amount of the
Community Park Grant to, as solely determined by the Town, (1)
those consultants or contractors engaged by the Town in
furtherance of and/or to implement the purposes of the Community
Park Grant or (1) the Town. Any such payment to said consultants
or contractors must be made in accordance with the Town's
accounting, auditing and/or other reasonable requirements.
Tile total amount of land to be dedicated to the public or reserved by
Developer for Parkland shall be in accordance with this Agreement and, at
a minimum, contain six hundred, twenty-four (624) acres, as preliminarily
identified oil the Conceptual Development flan.
d. Private Open Space shall be owned and maintained, at absolutely no cost
to the Town, by a homeowners association, or other entity, (collectively,
' OA") and trade available to owners, residents, and occupants of all or
portions of the Properties, members and their respective guests and
invitees, as determined by Developer in its sole discretion. Tile documents
creating the HOA shall be subject to the review and approval of the To%ril,
which may not be unreasonably withheld, delayed, conditioned or denied,
for the purpose of ensuring the ownership and Maintenance Obligations
set forth in this Paragraph 9 are adequately and appropriately described
therein.
Except as provided herein, Park Dedicatiord7ce Requirements shall apply
to the development of the Properties. The dedication or reservation of the
Parkland in accordance %%ith this Paragraph 9 fulfills all Park
Dedicatiot0ee Requirements solely with respect to the Properties.
Preannexation Agreement (Mahard) Page 23 of 35
:,O1JAtA+3'C1X) S'v%RBJ\5012b31 )I U21/2007 11:09 AM
10. Parkland Improvements/Part: Improvement Tees.
a, Except as provided herein, the Park Improvement Fces shall apply to the
development of the Properties. Developer may elect to construct, or cause
to be constructed, certain improvements, which may include, among other
things, irrigation systems, landscapes, playfields, playgrounds, trails and
parking, in accordance %Ath the Subdivision Ordinance and any and all
requirements and/or approvals of the Town's Parks and Recreation Board
(tile "Board'), (the "Parkland Improvements") to be located upon,
within and along portions of the Parkland. Commencement of
construction of the respective Parkland Improvements may be requested in
writing by the Toyoi, but shall not be required until the commencement of
the development of the particular phase in which the Parkland
Improvements are located. The actual costs incurred by the Developer in
constructing the Parkland Improvements in accordance with this
paragraph 10 a (the "Parkland Improvements Costs") shall be subject to
the Reimbursements set forth in Paragraph 12
b. If the Developer does not construct the Parkland Improvements required to
be constructed within the Community Park; said Parkland Improvements
must be completed by the Town, in accordance with the design, plans,
specifications and requirements approved by the Town, upon the later of-
(i) three (3) years following the Yown's acceptance of the dedication of
the Community Park or (ii) the acceptance by the Town of the Public
Improvements within the subdivision of the Properties which contains the
2,500`I' single family Iot within [lie Properties.
C. A hike and bike trail shall be constructed in the Trail Area as identified
and in general conformance with the locations identified in the Parks Plan.
Aron -exclusive hike and bike trail easements ("Trail Easement(s)") shall
be granted to the Towel, at no cost to the Town, within areas not dedicated
to the. Town and shall be constructed and maintained by the Town unless
Developer elects to construct and maintain the Trail Easements pursuant to
this Agreement; provided, however, under no circumstance shall
Developer grant or convey any other casement or conflicting right(s)
upon, within, over and/or under any Trail Easement which unreasonably
interfere(s) with the Town's rights granted in the Trail Easements_
Developer's grant of additional easements and/or conflicting right(s)
within any one or more Trail Easement, as allowed in this Paragraph 10 c,
shall comply with all applicable local, state and federal laws, ordinances,
rules, regulations and/or requirements, as they exist, may be amended or in
the future arising. Use of Trail Easements for utility work or other rights
reserved shall be subject to the requirement that any trail improvements
disturbed and/or damaged by such. work be restored to the condition said
improvements were found before such work was undertaken.
Preannexation Aercement (Mahard) Rage 24 of 55
::OD.NIAFPCD0CS' 1KBJ 50I26RVI W1 ,2007 11:08AM
d. Except as otherwise provided herein,. Developer shall maintain or cause to
be maintained, at its sole cost and expense, the Parkland and the parkland
Improvements within a respective phase of development within the
Properties for a period of three (3) years (tile "Developer's Maintenance
Obliaation(s)1) after completion of the Parkland and/or Parkland
Improvements, as applicable. within such phase of development.
Developer's Maintenance Obligation shall begin on the date that the
respective Parkland and/or Parkland Improvers►ents is/are accepted by the
Town and shall end three (3) years from and after such date of ToNvn
acceptance (the "Maintenance Period").
e. After the expiration of the Maintenance Period, Developer retains the
right, but not the obligation, to maintain or cause to be maintained, at its
sole cost and expense, the Parkland and the Parkland Improvements, or
any portion thereof, for any period of time desired by Developer and set
forth in a Related Documents. If Developer does not elect to maintain all
or a portion of the Parkland after the expiration of the Maintenance Period,
the Town will maintain the Parkland and the Parkland Improvements, or
portion thereof as applicable. Developer shall provide written notification
to the Town thirty (30) calendar days prior to the expiration of the
Maintenance Period of whether it will or will not continue with
Developer's Maintenance Obligation after t1►e expiration of the
Maintenance Period, If Developer fails to provide the written notification
as required in this Paragraph 10 e, Developer's Maintenance Obligation
and the Maintenance Period shall extend until such time as Developer
provides the 30-day notice described herein.
11. Drainaee Buffer Area. Upon recordation of a final plat for any please of
development within which floodplain is located, Developer shall convey or cause to be conveyed
to the Town, at no cost to the To►vm, a nonexclusive drainage and floodway/floodplain casement,
and the To►%m shall accept such easement, in the form reasonably approved by the Town,
measuring approximately twenty-five (25) feet outside of the geographic boundary of the 100
year fully developed floodplain, as reclaimed, to, among other matters, prevent degradation of
the floodplain, protect adjacent property and provide access to the Parkland (the "Drainare
Huffer Area"). Notwithstanding the above, the Parties hereto acknowledge that the portion of
the Drainage Buffer Area land depicted on the Conceptual Development Flan as "Open Space
Buffer" is preliminary and, at Developer's sole discretion, the acreage included in and/or the
location of the Drainage Buffer Area is subject to change with the To►vn's prior approval, which
shall not be unreasonably withheld, delayed, conditioned or denied. The area set aside for the
Drainage Huffer Area shall be measured from the (i) edge of the floodplain where slopes are
equal to or less than a horizontal to vertical ratio of three (3) to one (1) or (ii) top of the slope
outside the limits of the floodplain where a horizontal to vertical ratio of three (3) to one (1) is
obtained. Developer and the To►►m shall cooperate in determining the boundary of the Drainage
Buffer Area such that the Drainage Buffer Area shall comply will► the To►vm's drainage
regulations, standard, rules and/or requirements, as they exist, may be amended or in the future
arising.
Preannexafian reemenl (Mahard) Pap 25Of55
::01)kz,►Ircixx slieARBJ' 011.03'al1 WJ/2007 11% AM
12. Reimbursements.
a. Except as otherwise set forth herein, the Town shall reimburse Developer
for (i) Third Party ROW Acquisition lees, (ii) East-West Thoroughfare
Developer Costs, (iii) Parkland Improvements Costs; and (iv) the
Construction Costs for the Public Infrastructure (Paragraeh 12 a (i-iv)
collectively, as the `'Developer's Costs"). Reimbursement of Developer's
Costs shall be accomplished by the Developer and the Town entering into
one or more subsequent written agreements which will provide for, among
other things, the method, scliedule and means for making said
reimbursements through the use of one or snore of the following sources:
(1) applying a credit, or a reimbursement plan if Developer has
previously paid, of one hundred percent (100%) of the
Impact Fees and/or Park Improvement lees, as applicable,
which have been assessed and/or collected, as applicable by
the Town solely from the properties; and
(2) any other method permitted by applicable law and agreed
to in %wiring by Developer and the Town ((1) and (2)
collectively, the "Reimbursements").
b. The Town and Developer agree that Developer is relying upon the To,.Nm's
agreement to provide the Reimbursements in entering into this Agreement
and that all subsequent agreements required under this Paragraph 12 will
be negotiated in good faith, completed within a reasonable time and based
upon reasonable terms and conditions so as to meet the intent of this
Paragraph 12.
C. Prior to receiving any Reimbursement described in this Paragraph,
Developer shall tender to the Town evidence, in a form(s) reasonably
acceptable to the Town, that all of the subject Developer's Costs have been
incurred and paid by Developer, including but not limited to, affidavits of
payment/afftdavits as to debts and liens and any other evidence reasonably
required by'rown (`:Evidence of Pavment(s)").
d. Since the Developer's Costs do not exceed thirty percent (30%) of the full
scope of public improvements Developer will be required to construct to
serve the Properties, this Agreement constitutes a "Developer Participation
Contract" and is exempt from the requirements of Chapter 252 of the Local
Government Code pursuant to Subchapter C of Chapter 212 of the Local
Government Code. Nevertheless, in the bidding of construction contracts
for any of the Public Improvements, the following shall be required:
Developer shall bid the construction with three (3) contractors
qualified by the Town;
Preannetation Agreement ('Mahard) Pagc 26 of 55
::OD:%tA'!'CDOCSL%RA1'501263%2/1MIP007 11.09 AM
ii. Developer shall provide the Town with copies of the bids within
five (5) business days of Developer's receipt of same;
iii. Developer shall execute a contract, in a form reasonably approved
by the Tovm, with the lowest responsible bidder, as mutually and
reasonably determined by the Town and Developer;
iv. all plans and specifications for The Public Improvements shall be
approved by the 'Town prior to the commencement of any
construction of same; and
V. construction of the Public Improvements shall be in accordance
with the Town's approved engineering plans, specifications,
designs and all other, then existing, applicable ordinances, rules
and regulations of the Town.
13. 'Third Party public Infrastructure Easements/ROW. The Parties shall cooperate
with each other in obtaining the Third Party Public Infrastructure Easements/ROW, The Third
Parts` Public Infrastructure Easements/RON will be obtained as follows:
a. Develoeer's Responsibilities. Developer shall be responsible l'or any and
all costs and expenses associated -with acquiring, by purchase or
condemnation, all Third Party Public Infrastructure Easements/ROW,
including, but not limited to, title work, appraisals, expert fees, attorneys'
fees and expenses, engineering fees and expenses, surveying fees and
expenses, court costs, commissioner's fees and costs of appeal, if any
(individually, "Third Party Easement Acquisition Fees' acid "Third
Party ROW Acquisition Fees" and collectively, "Third Part`
Easement/ROW Acquisition Fees''). if requested by the Town,
Developer shall, at its sole cost and expense, lead all easement and/or
right-of-way acquisition effiorts for the '17hird Party Public Infrastructure
Easements/ROW, including, but not limited to, providing all necessary
engineering and surveying support required to obtain the Third Party
Public Infrastructure Easements/ROW as required herein. Developer shall
pay any and all Third Party Easement/ROW Acquisition Fees within thirty
(3U) calendar days of receiving a written request from. the Town for the
same.
b. Town's Ri-Ol its and Responsibilities. The Town %kill, at Developer's sole
cast and expense, provide, among any other assistance deemed necessary
by the Town, technical, engineering, legal and administrative assistance,
as selected by the Town, to acquire, by purchase or condemnation, the
Third Party Public Infrastructure Easements/ROW. The Town shall
review and approve any and all documents associated %kith the Third Party
Public Infrastructure Eascments/ROW required herein. If the Town
determines, in its sole discretion, that condemnation proceedings are
necessary to secure the Third Party Public Infrastructure Easements/ROW,
Preannexation Agreement (Mahard) t'age 27 of55
:.{)u 41AS!'fil)()C SLlit133'S l:b i?.`I IP 112007 11:08 A.'.i
the 'Towvn shall have the right to, at DeveIoper's sole cost and expense,
take any and all steps the Towm deems necessary to initiate said
proceedings.
C. Recordation. The Tltird Party Public Infrastructure Easements/ROW shall
be fled and recorded prior to the commencement of construction of the
Public Improvements or any portion thereof; unless a right of entry is
secured, a condemnation aw-ard is tendered with the Registry of the Court
and/or a right of possession by any other means is obtained on an earlier
date.
d. Reimbursement. Notwithstanding any language of this Paragraph 13 to
the contrary, all Third Dart), ROW Acquisition Trees incurred by
Developer, which have been reasonably approved by the 'Town prior to
Developer incurring the saine, «nether or not such costs are described as
costs for which Developer is responsible or solely responsible, or as a sole
cost or expense of Developer, shall be subject to the Reimbursements
pursuant to Paragraph 12. In this connection, Developer hereby
acknowledges and agrees that notwithstanding anything to the contrary
herein, it shall not, under any circumstance, be subject and/or entitled to
Reimbursements described in Paragraph 12 for any Third Party Easement
Acquisition Fees incurred by Developer.
14. Dees and Charees.
a. Except as provided herein, the Construction Fees shall apply to the
development of the Properties.
b. Development of the Properties shall be subject to payment to the Town of
certain fees and charges applicable to the 'Town's preliminary and final
plat review and approval process (the "Plat Review Fccs").
C. All improvements and infrastructure to be dedicated to the Town shall be
inspected and approved by the ToNvn, which shall not be unreasonably
witltlteld, delayed, denied or conditioned, prior to acceptance of the
dedication. The 'Towm may charge an inspection fee, as set forth in the
Subdivision Ordinance, to cover the costs of inspections ("Inspection
Fees"). Inspection Fees are an actual cost attributable to Public
Improvements and shall be paid by Developer. Notwithstanding the
foregoing, Inspection Fees for Public Improvements completed by
Developer which are on the CIP shall be waived.
d. `The 'Town may assess and collect Impact Fees (including utility, road
and/or other impact fees) within the Properties in accordance with Chapter
395 of the Local Government Code and the ordinances of the Toticm
adopted thereunder, whether now existing or in the future arising.
Preannexatinn A2rccnient (M-Aard) rage 28of55
::OD,%IAItIcDocs'a%RDM012631?I11I-lr007 11:08 AM
C. The Town may assess and collect tap fees, connection fees, pro rata fees
and the like within the Properties in accordance with ordinances of the
Town, whether now existing or in the future arising. The fee schedule
applicable to the Properties shall be that which is unifonnly applied
throughout the corporate limits of the Town.
The Town may assess and collect Park Improvement Fees within the
Properties in accordance with ordinances of the 'To\\.n, whether now
existing or in the future arising. Tlie fce schedule applicable to the
Properties shall be that which is uniformly applied throughout the
corporate limits of the To%kn.
15. Default/Remedies.
No Party shall be in default under this Agreement until written notice of
the alleged failure of such Party to perform has been given (which notice
shall set forth in reasonable detail the nature of the alleged failure) and
until such Party has been given a reasonable time to cure the alleged
failure (such reasonable time determined based on the nature of the
alleged failure, but in no event less than thirty (30) calendar days after
written notice of the alleged failure has been given, subject to Force
Majeure; however, such period shall be extended for such reasonable
periods that may be required under the circumstances so Iong as the
breaching Party is diligently prosecuting the cure of such breach to
completion not to exceed ninety (90) calendar days froni receipt of the
notice of failure to perform described herein. The non -defaulting Party
may, at its sole option and in --witig, extend the time to cure for a
duration reasonable under the circumstances.
b. Remedies.
(i) In the event Developer and/or Owners, individually and/or
collectively, fails) to comply with any of the provisions of this Agreement
after being provided with the notice described in Paragraph 18 a and
failing to cure the breach as provided therein, the Town shall have the
followving remedies in addition to the T owm's other rights and remedies, at
law or in equity:
(A) to, without notice or any other action of the Town,
immediately cease to issue any and all building permits for
the Properties, or any portion thereof, in which such default
occurs, and anv future construction and/or development of
any of the other Properties, or portions thereof, shall not
commence; and/or
(B) to, without notice or any other action of the Town,
immediately cease to issue any and all building permits
Preannexation :lerecment (Mahard) rage 29 4)f55
::oDii,%IICDOCS'v%1tBJ1301:G3'atI 10IP007 11.03 A NI
within an), portion of the most recent Approved Flat
(determined on the date the Tox�,,n invokes a remedy
herein), which may or may not be the subject of such
default; and/or
(C) to, without notice or any other action of the ToNvii, refuse to
accept the submission of any future plat, preliminary and/or
final, for the Properties, or portion thereof, and/or cease
consideration of any existing plat, preliminary and/or final,
which has been submitted to the Toc%.-n, but which has not
yet been approved in accordance with the Subdivision
Ordinance; and/or
(D) to, without notice or any other action of the Town, refuse to
release engineering plans for any construction on any of the
Properties, or portion thereof; and/or
(E) to refuse to accept any portion of any public improvements
on the Properties, or any portion thereof, and/or associated
with The development of the Properties, or any portion
thereof, and/or
(F) to refuse to finally accept the properties and/or any portion
thereof, and/or
(G) to seek specific enforcement of this Agreement.
(ii) In the event the Torn rails to comply with the terms and
conditions of this Agreement, after being provided with the notice
described in Paragraph 15 a and failing to cure the breach as provided
therein. Developer and/or Owners, as applicable, may selk specific
enforcement of this Agreement as its/their sole and exclusive remedy.
(iii) Notwithstanding the foregoing, each Party agrees that if any
threatened or actual breach under this Agreement arises, which reasonably
constitutes immediate, irreparable harm to another Party for which
monetary damages is an inadequate remedy, equitable remedies may be
sought by the non -defaulting Party, without providing the notice described
in Paragraph IS a, and awarded in a court of competent jurisdiction
without requiring; the non -defaulting Party to post a bond.
16. Covenant Running with Land. This Agreement shall be a covenant running with
the land and the Properties and shall be binding upon Developer and Owners. In addition, the
Parties shall cause this Agreement to be filed in the Land Records of Denton County.
Nomithstanding the foregoing, the obligations herein that burden the Properties shall be released
automatically as to each lot therein which is conveyed subsequent to the final plat for the
Properties, or portion thereof, being reviewed, approved and executed by the To«m and filed in
Preannexation ,Agreement (Mahard) Page 30 of35
::0DMAu1ctxxsv%R8.rd0 :63',rt t : WNW 11.08 AM
the Denton County Land Records. Any third party, including any title company, grantee or lien
holder, shall be entitled to rely on the immediately preceding sentence to establish whether such
termination has occurred with respect to any lot.
17. Limitations of'Aareement. The Parties hereto acknowledge that this Agreement is
limited to the matters discussed herein. Towm ordinances covering property taxes, utility rates,
pennit f zes, inspection fees, development fees, thoroughfare, water and wastewater impact fees,
lap fees, pro -rasa fees and the like arc not affected by this Agreement unless specifically
described herein. Further, this Agreement does not waive or limit atiy of the obligations of
Developer and/or Owners, individually and collectively, to To%►n under any other ordinance,
whether now existing or in the future arising.
18. Term. The terin of this Agreement shall begin upon the Effective Date and end
upon the earlier of (a) fifteen (1 5) years after the Effective Date (unless extended or shortened by
mutual agreement of Developer and the Town), or (b) the complete performance of all
obligations and conditions precedent by each Party owing to the other Party(ies) hereunder (the
""Perm").
19. INDE-MNIFICATION. (A) SUBJECT TO PARAGRAPH 19 C, DEVELOPER
AND/OR OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, AND O!` 13EHALF OF
ITS/THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, CONTRACTORS,
EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS,
GRANTEES, HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES,
AND/OR TRUSTEES, DOES/DO HEREBY AGREE TO RELEASE, DEFEND, INDEMNIFY
AND HOLD HARMLESS TOWN AND ITS TOWN COUNCIL MEMBERS, OFFICERS,
AGENTS, REPRESENTATIVES AND EMPLOYEES FROM AND AGAINST ALL DAMAGES,
INJURIES (INCLUDING DEATH), CLAIMS, PROPERTY DAMAGES (INCLUDING LOSS OF
USE), LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE
ATTORNEY'S FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES
INCURRED IN ENFORCING THIS INDEMNITY) (THE "DEFENSE COSTS AND
EXPENSES$ ), CAUSED BY THE NEGLIGENT, GROSSLY NEGLIGENT, AND/OR
INTENTIONAL ACT AND/OR OMISSION OF THE DEVELOPER AND/OR OWNERS,
INDIVIDUALLY AND/OR COLLECTIVELY, THEIR RESPECTIVE OFFICERS,
DIRECTORS, PARTNERS CONTRACTORS, EMPLOYEES, REPRESENTATIVES, AGENTS,
SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, TRUSTEES, SUBCONTRACTORS,
LICENSEES, INVITEES, HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL
REPRESENTATIVES AND/OR ANY OTHER THIRD PARTIES FOR WHOM SUCH
DEVELOPER AND/OR OWNERS IS/ARE LEGALLY RESPONSIBLE, IN ITS/THEIR
PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, THE
CONSTRUCTION, INSTALLATION AND/OR PROVISION OF THE PUBLIC
Preannexafion Agreement (Mahard) Rige31 of55
::oD%1A'PCtOCS1ARnT5013W%?i11n[P-007 1108AM
IMPROVEMENTS, IN WHOLE Oil IN PART, REGARDLESS OF THE JOINT OR
CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF TOWN AND/OR A CLAIM,
DEMAND AND/OR SUIT REGARDING THE VALIDITY OF T14TS AGREEMENT, OR ANY
PORTION HEREOF (THE "CLAIMS "). THIS INDEMNIFICATION PROVISION AND
THE USE OF THE TERM "CLAIM(S)" IS ALSO SPECIFICALLY INTENDED TO APPLY
TO, BUT NOT LIMITED TO, ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL,
BROUGHT AGAINST TOWN BY ANY GOVERNMENT AUTHORITY OR AGENCY
RELATED TO ANY PERSON PROVIDING SERVICES UNDER THIS AGREEMENT THAT
ARF BASEI? ON ANY FEDERAL IMMIGIL-kTION LAW AND ANY AND ALL CLAIMS,
DEMANDS, DAMAGES, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND
NATURE, KNOWN AND UNKNOWN, EXISTING OR CLAIMED TO EXIST, RELATING TO
OR ARISING OUT OF ANY EMPLOYMENT RELATIONSHIP BETWEEN DEVELOPER
AND/OR OWNERS, AS APPLICABLE, AND ITS/THEIR RESPECTIVE EMPLOYEES OR
SUBCONTRACTORS AS A RESULT OF THAT SUBCONTRACTOR'S OR EMPLOYEE'S
EMPLOYMENT AND/OR SEPARATION FROM EMPLOYMENT WITH THE DEVELOPER
AND/OR OWNERS, AS APPLICABLE, INCLUDING BUT NOT LIMITED TO, ANY
DISCRIMINATION CLAIM•! BASED ON SEX, SEXUAL ORIENTATION OR PREFERENCE,
RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE Oil DISABILITY UNDER FEDERAL,
STATE OR LOCAL LAW, RULE OR REGULATION, AND/OR ANY CLAIM FOR
WRONGFUL TERMINATION, BACK PAY, FUTURE !'WAGE LOSS, OVERTIME PAY,
EMPLOYEE BENEFITS, INJURY SUBJECT TO RELIEF UNDER THE WORKERS'
COMPENSATION ACT OR WOULD BE SUBJECT TO RELIEF UNDER ANY POLICY FOR
WORKERS COMPENSATION INSURANCE, AND ANY OTHER CLAIM, WHETHER IN
TORT, CONTRACT OR OTHERWISE. IN THIS CONNECTION, DEVELOPER AND/OR
OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, AND ON BEHALF OF ITS/THEIR
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, CONTRACTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES
HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES AND/OR
TRUSTEES, AGREE(S) TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS
TOWN, ITS TOWN COUNCIL ;MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES
AND EMPLOYEES, FOR TOWN'S, ITS TOWN COUNCIL MEMBERS, OFFICERS,
AGENTS, REPRESENTATIVES AND/OR EMPLOYEES, OWN NEGLIGENCE, IN
WHATEVER FORM, ARISING OUT OF ANY ACT OR OMISSION, TAKEN OR FAILED TO
BE TAKEN BY TOWN, RELATING IN ANY MANNER TO THIS AGREEMENT, IN WHOLE
OR IN PART, REGARDLESS OF CAUSE OR ANY CONCURRENT OR CONTRUBUTING
FAULT OR NEGLIGENCE OF TOWN. DEVELOPER AND/OR OWNERS, INDIVIDUALLY
Preannezatian Agreemont (Mahard) Page 32 of 55
:.ODntAIICDOtsuIRUJ�501:63W31/:E,2007 I t:oaAM
AND/OR COLLECTIVELY, IS/ARE EXPRESSLY REQUIRED TO DEFEND TOWN
AGAINST ALL SUCH CLAIMS, AND TOWN IS REQUIRED TO REASONABLY
COOPERATE ANI) ASSIST DEVELOPER AND/OR OWNERS IN PROVIDING SUCH
DEFENSE; PROVIDED, HOWEVER, IF A COURT OF COMPETENT JURISDICTION SIGNS
A JUDGMENT THAT BECOMES FINAL AND NON -APPEALABLE, DETERMINING THAT
TOWN (WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY) HAS .JOINT,
CONCURRENT OR SOLE NEGLIGENCE FOR THE CLAIMS, IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS (THE "JUDGMENT"), THEN DEVELOPER AND/OR
OWNERS, AS APPLICABLE, IS/ARE NOT REQUIRED TO INDEMNIFY Oil DEFEND
TOWN TO THE EXTENT OF THE NEGLIGENCE APPORTIONED TO TOWN FOR EACH
CAUSE(S) OF ACTION IDENTIFIED IN THE JUDGMENT. IN THE EVENT THE
JUDGMENT PROVIDES THAT TOWN IS JOINTLY, CONCURRENTLY, OR SOLELY
NEGLIGENT FOR THE CLAIMS REFERRED TO THEREIN, TOWN AGREES TO
REIMBURSE DEVELOPER AND/OR OWNERS, AS APPLICABLE, FOR ALL
REASONABLE AND NECESSARY COSTS INCURRED AND LAID BY DEVELOPER AND/OR
OWNERS, AS APPLICABLE, THAT ARE ATTRIBUTABLE TO TOWN'S PERCENTAGE OF
JOINT, CONCURRENT, OR SOLE NEGLIGENCE, AS SET FORTH IN THE JUDGMENT,
INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FEES AND EXPENSES? TO
DEVELOPER AND/OR OWNERS, AS APPLICABLE, WITHIN ONE HUNDRED TWENTY
(120) CALENDAR DAYS OF THE DATE OF THE JUDGMENT.
(B) IN ITS REASONABLE DISCRETION, TOWN SHALL HAVE THE RIGHT TO
APPROVE DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER AND/OR OWNERS,
AS APPLICABLE, IN FULFILLING ITS/THEIR OBLIGATION(S) HEREUNDER TO DEFEND
AND INDEMNIFY TOWN, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY TOWN IN
WRITING. TOWN'S APPROVAL MUST BE IN WRITING AND CANNOT BE
UNREASONABLY WITHHELD, DELAYED, CONDITIONED OR DENIED. TOWN
RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE;
HOWEVER, TOWN IS UNDER NO OBLIGATION TO DO SO. DEVELOPER AND/OR
OWNERS, AS APPLICABLE, SHALL SUBMIT TO TOWN FOR WRITTEN APPROVAL
ITS/THEIR SELECTED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF
TOWN'S WRITTEN NOTICE THAT TOWN IS INVOKING ITS RIGHT TO
INDEMNIFICATION UNDER THIS AGREEMENT. IF WRITTEN APPROVAL IS
REASONABLY WITHHELD$ DELAYED, CONDITIONED OR DENIED BY TOWN, FOR
REASONS SUCH AS, AMONG OTHERS, LACK OF COMPETENCE, LACK OF
EXPERIENCE, POOR REPUTATION, CONFLICT OF INTEREST OR PERSONALITIES OR
ANY OTHER REASONABLE BASIS, DEVELOPER AND/OR OWNERS, AS APPLICABLE,
Preannexatian Agreement (Mahard) fla c 33 ar55
:;00MAiPCD0C$ M8J1001263Qj1Ir21r:G07 11.08 AM
SHALL RETAIN DEFENSE COUNSEL SELECTED BY TOWN ON TERMS APPROVED IN
WRITING BY TOWN. DEVELOPER AND/OR OWNERS, AS APPLICABLE, SHALL
RETAIN DEFENSE COUNSEL WITHIN TWO (2) BUSINESS DAYS OF RECEIPT OF
TOWN'S WRITTEN APPROVAL. IF DEVELOPER AND/OR OWNERS, AS APPLICABLE,
FAIL(S) TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, TOWN SHALL RAVE THE
RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND DEVELOPER
AND/OR OWNERS, INDIVIDUALLY AND/OR COLLECTIVELY, SHALL BE LIABLE FOR
ALL COSTS INCURRED BY TOWN, INCLUDING ANY AND ALL ATTORNEYS' FEES AND
COSTS.
TOWN AND DEVELOPER AND/OR OWNERS SHALL MUTUALLY COOPERATE IN
THE CONSIDERATION OF, AND/Oil NEGOTIATION OF, OFFERS TO SETTLE OR
COMPROMISE CLAIMS. NEITHER TOWN NOR DEVELOPER AND/OR OWNERS SHALL
SETTLE OR COMPROMISE ANY CLAIM FOR WHICH THE OTHER PARTY(IES) MAY BE
LIABLE FOR PAYMENT HEREUNDER WITHOUT FIRST PROVIDING THE OTHERS)
WRITTEN NOTICE OF THE TERMS OF SUCH PROPOSED SETTLEMENT OR
COMPROMISE REASONABLY IN ADVANCE OF SETTLING OR COMPROMISING SUCH
CLAIM AND SHALL OBTAIN THE OTHER'S(St) CONCURRENCE THERETO; SAID
CONCURRENCE NOT TO BE UNREASONABLY WITHHELD, DELAYED, CONDITIONED
OR DENIED. SHOULD THE PARTIES BE UNABLE TO AGREE. ON THE PROPOSED
SETTLEMENT OR COMPROMISE, THE PARTY(IES) DESIRING TO SETTLE AS
PROPOSED MAY ENTER INTO THE SETTLEMENT WITHOUT THE OTHER PARTY(IES)
WAIVING OR RELEASING ANY OF ITS/THEIR RIGHTS WITH REGARD TO THE
MATTERS THERETO.
(C) DEVELOPER'S AND OWNERS% INDIVIDUAL AND/OR COLLECTIVE,
OBLIGATION(S) TO ADVANCE ONE 14UNDRED PERCENT (100%) OF THE DEFENSE
COSTS AND EXPENSES FOR THE CLAIM(S) SHALL ONLY EXTEND TO THE FIRST
$1009000.00 OF THE DEFENSE COSTS AND EXPENSES (SPECIFICALLY AND
INTENTIONALLY EXCLUDING ANY AND ALL ATTORNEYS' FEES AND EXPENSES
INCURRED IN ENFORCING THIS INDEMNITY PARAGRAPH) SO INCURRED BY
DEVELOPER AND/OR OWNERS IN STRICT CONFORMANCE WITH THIS PARAGRAPH
FOR EACH OCCASION THE OBLIGATIONS SET FORTH IN THIS PA1bkGi1iPH ARE
REQUIRED AND/OR INVOKED (THE "ADVANCED DEFENSE COSTS AND EXPENSES").
AT SUCH TIME AS THE DEVELOPER AND/OR OWNERS, AS APPLICABLE, HASIHAVE
INCURRED THE ADVANCED DEFENSE COSTS AND EXPENSES, THEREAFTER
DEVELOPER AND/OR OWNERS, AS APPLICABLE, AND THE TOWN SHALL EACH
ADVANCE FIFTY PERCENT (50%) OF ALL FUTURE DEFENSE COSTS AND EXPENSES
INCURRED IN DEFENDING THE CLAIM(S) FOR EACH OCCASION THE OBLIGATIONS
SET FORTH IN THIS PARAGRAPH ARE REQUIRED AND/OR INVOKED (THE "FUTURE
Preannexation Aereement (Mahard) Pap 34 of 55
:•01)%1A':rclxxS1u%R8f%'01263`2111/2710-00 11.08 AM
DEFENSE COSTS AND EXPENSES"). DEVELOPER AND/OR OWNERS, AS
APPLICABLE, AND THE TOWN AGREE THAT THE ADVANCED DEFENSE COSTS AND
EXPENSES AND FUTURE DEFENSE COSTS AND EXPENSES, INCURRED BY
DEVELOPER AND/OR OWNERS, AS APPLICABLE, AND/OR THE TOWN, SHALL BE
SUBJECT TO REIMBURSEMENT TO THE OTHER BASED ON THE PERCENTAGE OF
JOINT, CONCURRENT, OR SOLE NEGLIGENCE ATTRIBUTABLE TO EACH, IF ANY, IN
THE JUDGMENT, SAID REIMBURSEMENT TO BE PAID WITHIN ONE HUNDRED
TWENTY (120) CALENDAR DAYS OF THE DATE OF THE JUDGMENT.
(D) THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
20. Attorney's Fees. In any legal proceeding brought to enforce the terns of this
Agreement, the prevailing Party may recover its reasonable and necessary attorney's fees from
the non -prevailing Party as permitted by Section 271.159 of the Local Government Code, as it
exists or may be amended.
21. Incorporation of Recitals. The representations, covenants and recitations set forth
in the foregoing recitals of this Agreement are true and correct and are hereby incorporated into
the body of this Agreement and adopted as findings of the Town and the authorized
representatives of Developer and Owners.
22. Developer's/Owners' Warrasitics/Represeruations. All «warranties, representations
and covenants made by Developer and Oveners, individually and collectively, in this Agreement
or in any certificate or other instrument delivered by Developer and/or Owners, as applicable, to
the Town under this Agreement shall be considered to have been relied upon by the To%kn and
will survive the satisfaction of any fees under this Agreement, regardless of any investigation
made by the ')'own or on the Town 's behalf.
23. Entire Agreement. This Agreement contains the entire agreement of the Parties
with respect to the matters contained herein and may not be modified or terminated except upon
the provisions hereof or by the mutual xkTitten agreement of the Parties hereto.
24. Written Agreements. Any agreement, consent, approval, acceptance, notice,
correspondence, information and/or other documentation required and/or referred to in this
Agreement shall be in writing. Any agreement or Related Document required and/or referred to
in this Agreement shall be in writing and executed by the necessary Parties. No agreement or
Related Document required and/or referred to in this Agreement may be amended and/or
modified except on written consent of the necessary Parties thereto.
25. Dedications/Payment of Fees or Other Requirements. Any dedication, payment
of fees or other requirements for which this Agreement reflects as being satisfied upon
completion of an obligation set forth herein shall only apply to the Properties as described on the
Effective Date of this Agreement and shall not, in any .vay or manner, describe and/or be
considered satisfied for any additional property for which the Town agrees to incorporate into
Preannexation ALreemen! (Mahard) Pap 35 of55
::QA14A,PCDOCSL%RBIL-iO)2631:1I IP_iP-007 11:OS AM
this Agreement after the initial execution hereof unless otherwise expressly provided at the time
of incorporation.
26. Counterparts. '17his Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes. A facsimile signature
will also be deemed to constitute an original if properly executed.
27. Representations. Each signatory represents this Agreement has been read by the
Party for which this Agreement is executed and that such Party has had an opportunity to confer
Nvith its counsel.
28. Sovereien Immunity. The Parties agree that the Town has not waived its
sovereign immunity by entering into and performing its obligations under this Agreement, except
as to Chapter 271, Subchapter I of the Local Government Code.
29. Indemnification. The Parties agree that the indemnity provisions scat forth in
Paragraphs 19 and 47 herein are conspicuous, and the Panics have read and understood the same.
30. Miscellaneous Drafting Provisions. This Agreement shall be deemed drafted
equally by all Parties hereto. The language of all parts of this Agreement shall be construed as a
whole according to its fair meaning, and any presumption or principle that the language herein is
to be construed against any Party shall not apply, Headings in this Agreement are for the
convenience of the Panics and are not intended to be used in construing this document. All
exhibits, schedules and addenda attached to this Agreement are incorporated herein by reference
and for aII purposes.
31. Venue, This Agreement shall be construed in accordance with the laws of the
State of Texas and shall be performable in Denton County, 'Texas.
32. No Third Party Beneficiaries. 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.
33. Consideration. This Agreement is executed by the Parties without coercion or
duress and for substantial consideration, the sufficiency of wvhich is forever confessed.
34. Authority to Execute. The individuals executing this Agreement on behalf of the
respective Parties represent to each other that all appropriate and necessary action has been taken
to authorize the individual who is executing this Agreement to do so for and oil behalf of the
Party for which his or her signature appears, that there are no other parties or entities required to
execute this Agreement in order for the same to be an authorized and binding agreement on the
Party for whom the individual is signing this Agreement and that each individual affixing his or
her signature hereto is authorized to do so. and such authorization is valid and effective on the
Effective Date.
35. Savines/Severability. If a court determines one or more of the provisions of this
Agreement to be unenforceable, it shall first seek to limit or construe the same in a fashion that
renders the same enforceable. In case any one or more of the provisions of this Agreement shall
Preannexation Agreement (Mahard) Page 36of55
..oI)NINA PCDOCS',: iRBR50I263Llt IY3 U3007 t t;OR AM
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
36. Convevances. All conveyances required by this Agreement will be flee and clear
of any and all liens and encumbrances, in a forni reasonably acceptable to the Town.
37. Assignment. 'i'ltis Agreement is assignable upon the following conditions:
a. the assignment of this Agreement must be evidenced by a recordable
document. The recordable document referred to in this Paragraph 37 is
subject to the approval of the Town, such approval not to be
unreasonably withheld, conditioned, delayed or denied;
b. at the time of any assignment, the assignor must give the assignee written
notice that any and all obligations, covenants and/or conditions contained
in the Agreement %%ill be assumed solely and completely by assignee.
The notice provided pursuant to this Paragraph 37 is subject to the
approval of the To%xm, such approval not to be unreasonably withheld,
conditioned, delayed or denied;
C. the assignor will file any approved assignment in the land records of
Denton County, Texas, and provide the To,%Nii with a file -marked copy of
same %kithin thirty (30) calendar days of approval and execution of the
assignment in accordance with this Paragraphi 37; and
d. the assignor shall provide the Town with the name, address, phone
number, fax number and the name of a contact person for the assignee.
38. Waiver. Waiver by any Party of any breach of this Agreement, or the failure of
any Party to enforce any of the provisions of this Agrcement, at an), time, shall not in any way
affect, limit or waive such Party's right thereafter to enforce and compel strict compliance.
39. Reliance. Developer and Town have relied (in negotiating and entering this
Agreement) and will continue to rely (in performing under this Agreement), to the material
detriment of each, upon the enforceability of this Agreement (and, particularly, on the
enforceability of the waivers contained herein) as part of the consideration for entering and
performing under this Agreement. and, for such reliance, Developer and To%vn would not have
entered this Agreement.
40. Reference to Parties/Binding Effect,
a. When referring to Developer, this Agreement shall refer to and be binding
upon Developer, its general partner, officers, directors, representatives,
agents, employees, contractors, successors, assignees, grantees and/or
trustees.
Preannexation Agreement (Mahard) Pap 37of55
::oD,N9 A`,PCDOCS'v%RBJXSo I.G3 %2/ 1 t R 1 f.1007 t 1.os ANI
b. When referring to Owners, this Agreement shall refer to and be binding
upon Owners, individually and collectively, and their respective general
partners, officers, directors, representatives, agent, employees, contractors,
successors, heirs, executors, administrators, legal representatives,
assignees, grantees and/or trustees.
C. When referring to the Town, this Agreement shall refer to and be binding
upon the To%%-n of Prosper, Texas, its officers, representatives, agents and
employees.
d. This Agreement shall be binding upon and inure to the benefit of
Developer, Owners and Town.
41. Notices. Any notice provided or permitted to be given under this Agreement must
be in writing and may be served by depositing some in the United States mail, addressed to the
Party to be notified, postage pre -paid and registered or certified with return receipt requested, or
by delivering the same in person to such Party via a prepaid hand -delivery service, Federal
Express or any courier service that provides a return receipt showing the date of actual delivery
of same to the addresses thereof. Notice given in accordance herewith shall be effective upon
receipt at the address of the addressee. For purposes of notice, the addresses of the Parties sliall
be as follows:
If to Developer: David R. Blom
Regional Director
Forest City Land Group — South West Division
6860 North llallas Parkway, Suite 200
Plano, Texas 75024
Phone: (972) 265-7968
Fax: (972) 265-7970
Email: davidbJomnforestcity.net
With copy to: William S. Dahlstrom
Bryan 13irkeland
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
If to Mahard Ot`lner: The Maliard 2003 Partnership, L.P.
Mahard Egg Dann, Inc.
1820 Preston Park, Suite 1650
Plano, Texas 75093
Plione: (972) 943-9300
Fax: (972)943-9301
Attn: Ernest A. Mahard, Jr.
Preannexatton Agreement (Mahard) Pap 38 005
:OD%lt%\'CDOCS1.t12])S.501363LJ11,2IP_W7 11.08 AM
With a copy to: Terry Alan Taylor, Esq.
Addison Law firm
14901 Quorum Drive, Suite 650
Dallas, Texas 75254
Phone: (972) 341-8143
Fax: (972) 960-8677
Email: terry4812 asyalioo.coni
If to Prosper. to: Town Manager
Tot%,n of Prosper
121 W. Broadway
Prosper, TX 75078
Willi copy to: Abernathy Roeder Boyd & Joplin, P.C.
1700 Redbud Boulevard.
Suite 300
McKinney, TX 75070
Attn: Rebecca Brewer
If to FC Prosper: David R. Blom
Regional Director
Forest City Land Group - South West Division
6860 North Dallas Parkway, Suite 200
Plano, Texas 75024
Phone: (972) 265-7968
Fax: (972) 265-7970
Email: davidblom@forestcit),.net
42. Time. Time is ofthe essence in the performance by the Parties of their respective
obligations under this Agreement. Development milestones identified at Exhibit "G" shalI be
strictly complied with, subject to the notice and cure provisions of Paragraph 15, unless waived
or extended by the Towm, in writing.
43. Force Ma; et tare. In the event a Party is unable, due to Force Majeure, to perform
its obligations under this Agreement, then the obligations affected by the Force Majeure shall be
temporarily suspended. Within thirty (30) business days after the occurrence of a Force Majeure,
the Party claiming the right to temporarily suspend its performance shall give notice to all the
Parties, including a detailed explanation of the Force Majeure and a description of the action that
will be taken to remedy the Force Majeure, and resume full performance at the earliest possible
time. The term "Force Maieure" shall include events or circumstances that are not widiin the
reasonable control of the Party whose performance is suspended and that could not have been
avoided by such Party with the exercise of good faith, due diligence and reasonable care, but
shall not include the payment of money.
44. State Law Authority. 'I7ie Parties are entering; into this Agreement pursuant to,
among any other applicable Iaw(s), the Local Government Code.
Preannexation Agreement (Mahard) Pane 39 o1'55
.:ODMAU'C1X)C:S.ARBJUOI2631?11IMP-007 I LOS A.N9
45. Limitation of Liabilitv. Notwithstanding anything to the contrary herein, the
Parties agree and acknowledge that 'Town shall not, under any circumstance, be required to
tender, provide and/or be liable to Developer for any credit, reimbursement and/or payment of
any monies with regard to the ]natters set forth herein, save, and except as provided for in
Paragraph 12.
46. VESTED RIGHTS/CHAPTER 245 WAIVER. EXCEPT AS OTHERWISE
PROVIDED FOR HEREIN, THE SIGNATORIES HERETO SHALL BE SUBJECT TO ALL
ORDINANCES OF TOWN, WHETHER NOW EXISTING, SUBSEQUENTLY AMENDED OR
IN THE FUTURE ARISING. UNLESS SPECIFICALLY ENUMERATED HEREIN, TI4IS
AGREEMENT SHALL CONFER NO VESTED RIGHTS ON THE PROPERTIES, OR ANY
PORTION THEREOF. DEVELOPER AND OWNERS SPECIFICALLY ACKNOWLEDGE
AND AGREE THAT' THE SUBMISSION OF ANY ONE OR MORE GENERAL
DEVELOPMENT PLAN(S) SHALL NOT, UNDER ANY CIRCUMSTANCE CONFER ANY
VESTED RIGHTS ON THE PROPERTIES, OR ANY PORTION 'THEREOF. IN ADDITION,
NOTHING CONTAINED IN THIS AGREEMENT SHALL CONSTITUTE A "PERMIT" AS
DEFINED IN CHAPTER 245, LOCAL GOVERNMENT CODE, AND NOTHING IN THIS
AGREEMENT PROVIDES THE TOWN WITH FAIR NOTICE OF DEVELOPER'S AND/OR
OWNERS' PROJECT. DEVELOPER AND OWNERS WAIVE ANY STATUTORY CLAIM
UNDER CIIAPTER 245 OF THE LOCAL GOVERNMENT CODE UNDER THIS
AGREEMENT, UNLESS SAID CLAIM RESULTS FROM A RIGHT CONFERRED ON
DEVELOPER AND/OR OWNERS AS SPECIFICALLY ENUMERATED HEREIN. Tins
PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
47. PARTIES' ACKNOWLEDGEMENT OF TOWN'S COMPLIANCE. WITH
FEDERAI. AND STATE CONSTITUTIONS, STATUTES AND CASE LAW AND FEDERAL,
S_'TATE AND LOCAL ORDINANCES, RULES AND REGULATIONS/DEVELOPER'S
WAIVER AND RELEASE OF CLAIMS FOR OBLIGATIONS IMPOSED BY THIS
AGREEMENT.
(A) DEVELOPER AND OWNERSACKNOWLEDGE AND AGREES THAT:
(I) THE PUBLIC IMPROVEMENTS TO BE INSTALLED, CONSTRUCTED
AND/OR PROVIDED BY DEVELOPER AND/OR OWNERS, AS
APPLICABLE, THE DEDICATIONS AND/OR CONVEYANCES
AND/OR THE FEES TO BE IMPOSED BY TOWN PURSUANT TO THIS
AGREEMENT REGARDING THE PROPERTIES, IN WHOLE OR IN
PART, DO NOT CONSTITUTE A:
(A) TAKING UNDER THE TEXAS OR UNITED STATES
CONSTITUTION;
i'rennnexnlion Agreement (Mahard) 11agc40of55
:;OD.NIA`PCTX)C-Slj%Rl3J'S012G3',i!! 1,? 1,n007 l 1.08 -AN1
(B) VIOLATION OF THE TEXAS WATER CODE, AS IT EXISTS
OR MAY BE AMENDED;
(C) NUISANCE; AND/OR
(D) CLA14NI FOR DAMAGES AND/OR REIMBURSEMENT
AGAINST TOWN FOR A VIOLATION OF ANY FEDERAL
AND/OR STATE CONSTITUTION, STATUTE AND/OR CASE
LAW AND/OR FEDERAL, STATE AND/OR LOCAL
ORDINANCE, RULE AND/OR REGULATION.
(II) THE AMOUNT OF DEVELOPER'S AND/OR OWNERS', AS
APPLICABLE, FINANCIAL OR INFRASTRUCTURE CONTRIBUTION
(AFTER RECEIVING ALL CONTRACTUAL OFFSETS, CREDITS AND
REIMBURSEMENTS, IF ANY) AGREED TO IN THIS AGREEMENT IS
ROUGHLY PROPORTIONAL TO THE DEMAND THAT SUCH
DEVELOPER'S AND/OR OWNERS', AS APPLICABLE,
DEVELOPMENT PLACES ON THE TOWN'S INFRASTRUCTURE
AND/OR PARK SYSTEM.
(III) DEVELOPER AND/OR OWNERS, AS APPLICABLE, HEREBY
AGREE THAT ANY PROPERTY WI•IICH IT/THEY CONVEY(S) TO
TOWN PURSUANT TO THIS AGREEMENT IS ROUGHLY
PROPORTIONAL TO THE BENEFIT RECEIVED BY DEVELOPER
AND/OR OWNERS FOR SUCH LAND, AND DEVELOPER AND
OWNERS HEREBY WAIVE ANY CLAIM THEREFOR THAT IT/THEY
MAY HAVE. DEVELOPER AND OWNERS FURTHER
ACKNOWLEDGE AND AGREE THAT ALL PREREQUISITES TO
SUCH A DETERMINATION OF ROUGH PROPORTIONALITY HAVE
BEEN MET, AND THAT' ANY VALUE RECEIVED BY TOWN
RELATIVE TO SAID CONVEYANCE ARE RELATED BOTH IN
NATURE AND EXTENT TO THE IMPACT OF THE DEVELOPMENT
OF DEVELOPER'S AND/OR OWNERS' ADJACENT PROPERTY ON
TOWN'S INFRASTRUCTURE AND/OR PARK SYSTEM.
DEVELOPER, OWNERS AND TOWN FURTHER AGREE TO WAIVE
AND RELEASE ALL CLAIMS ONE MAY HAVE AGAINST THE
OTHER RELATED TO ANY AND ALL ROUGH PROPORTIONALITY
AND INDIVIDUAL DETERMINATION REQUIREMENTS MANDATED
BY THE UNITED STATES SUPREME COURT IN DOLAN V. TowN
of TIGARD, 512 U.S. 374 (1994), AND ITS PROGENY, AS WELL
AS ANY OTHER REQUIREMENTS OF A NEXUS BETWEEN
Preannexatian Agreement (Mahard) Page 41 of 55
::U1>NAIXIwCS`.ARBJt5013G3,,?f11/_'iI_007 11:08 AM
DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF
THE PUBLIC INFRASTRUCTURE AND/OR PARK SYSTEM.
(IV) DEVELOPER AND OWNERS, INDIVIDUALLY AND
COLLECTIVELY, SHALL INDEMNIFY AND HOLD HARMLESS
TOWN FROM ANY CLAIMS AND SUITS OF THIRD PARTIES,
INCLUDING I3UT NOT LIMITED TO DEVELOPER'S AND OWNERS'
RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES,
VENDORS, GRANTEES, LEGAL REPRESENTATIVES, HEIRS,
EXECUTORS, ADMINISTRATORS AND/0I2 TRUSTEES, BROUGHT
PURSUANT TO THIS PARAGRAPH.
(B) DEVELOPER AND OWNERS, INDIVIDUALLY AND COLLECTIVELY,
RELEASE TOWN FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION
BASED ON EXCESSIVE OR ILLEGAL EXACTIONS RELATED TO THIS
AGREEMENT.
(C) DEVELOPER AND OWNERS, INDIVIDUALLY AND COLLECTIVELY,
WAIVE ANY CLAIM FOR DAMAGES AND/OR REIMBURSEMENT AGAINST
TOWN FOR A VIOLATION OF ANY FEDERAL AND/OR STATE
CONSTITUTION, STATUTE AND/OR CASE LAW AND/OR FEDERAL, STATE
AND/OR LOCAL ORDINANCE, RULE AND/OR REGULATION RELATED TO
THIS AGREEMENT.
(D) THIS PARAGRAPH ,SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
48. Appropriation of Funds, Funds are not presently budgeted for ToxNm's
performance under this Agreement, if any, beyond the end of Town's 2007-2008 fiscal year.
Town will give Developer and/or 0w-ners, as applicable, sixty (60) calendar days notice if funds
for Town's perfonnance are not budgeted to continue beyond that time_ Town shall have no
liability for tendering any Reimbursements after the end of the To%m's 2007-2008 fiscal year
unless and until such funds are budgeted.
[Remainder of Page Inlenlibnally Lcf Blank]
Prcannexation Aerecment (Mabard) Page42of55
::0D%1V?CD0CS\AMJU012631:JI1/Z IP-007 11,09 ANI
1?` WITNESS WHEREOF, the Parties have executed this Agreement and caused this
Agreement to be effective as of the Effective Date as reflected by the signatures below.
MAHAR.D OWNER:
THE MAHA.RD 2003 PARTNERSHIP, L.P., a
Texas limited partnership
By: Mahard Pullet Farnis, Inc., a Texas
corporation, its General Partner
By.
Ernest A. Mahard, Jr., President
MAHARD L-"-"GG FARM, INC., a
Texas corporation
By:
Ernest A. Mahard, Jr., President
DEVELOPER:
FOREST CITY PROSPER LIMITED
PARTNERSHIP, a Texas limited partnership
By: FC Prosper Partner, Inc., a Texas
corporation, its General Partner
By:
Name:
Title:
Prcannexation Agreement (Mahard) Psbc 43 of 53
:;OD,kfA`,KDO .S',ARB.P�:%012b3'-'11 n 112W7 1108 AM
FC PROSPER
FC PROSPER PARTNER, INC.
By:
Name:
President
T0'WN OF PROSPE JMXAS
By:
Name;
Title:
As a third party beneficiary of Paragraphs i c and fof
this Agreement for the purposes stated therein:
PROSPER INDEPENDEN 1' SCHOOL DISTRICT
By:
Name:
Title:
Preannexation Agreement (Mahird) Pagc 44 of55
::oDMAJVEX)cS�.%KBJ1.5a126311,11 n 10W7 i 1 % AM
ACKNOWLEDGEMI ENTS:
S'I'.'k'TE OF TEXAS
COUNTY OF a
BEFORE ME, the undersigned authority, on this day personally appeared Ernest A.
Mahard, Jr., President of Mahard Pullet Farms, Inc., a Texas corporation, General Partner of
Mahard 2003 Partnership, L.P., a 'Texas limited partnership, known to me to be the person whose
name is subscribed to the foregoing instrument, who acknowledged to me that lie executed said
instrument for the purposes and consideration therein expressed.
WITNESS BY HAND AND SEAL, this day of , 2007.
Notary Public in and for the
State of Texas
My Commission Expires:
STATE OF TEXAS §
S
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared Ernest A.
Mahard, Jr., President of MAHARD EGG FARM, INC., a Texas corporation, known to me to be
the person whose name is subscribed to the foregoing instrument, who acknowledged to me that
lie executed said instrument for the purposes and consideration therein expressed.
WITNESS BY HAND AND SEAL this day of , 2007.
Notary Public in and for the
State of Texas
My Commission Expires:
Preannexation Aereement (Mahard) Page 45 of SS
::ODMA1PC1X)CSWtilll50126312/1 ]P-1l:007 11:OS AM
STATE OF
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
of FC Prosper Partner, Inc. a Texas
corporation, General Partner of FOREST CITY PROSPER LIMITED PAR'TN'ERSHIP, a Texas
limited partnership, known to me to be the person whose name is subscribed to the foregoing
instrument, who acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed.
WITNESS BY HAND AND SEAL this
STATE 01'
COUNTY OF
day of
Notan, Public in and for the
State of
My Commission Expires:
i3L'-FORE ME, the undersigned authority, on this day personally appeared
of FC Prosper Partner, Inc. a 'Texas
corporation, known to nie to be the person whose nainc is subscribed to the foregoing
instrument, who acknowledged to me that lie executed said instrument for the purposes and
consideration therein expressed.
WITNESS BY HAND AND SEAL this
Preannexation Agreement (Mahard)
::ODhlAv'CDOCS'v1RBMO]2631;'1 1i:lll007 I IMAM
day of , 2007.
Notary Public in and for the
State of
My Commission Expires:
Page a 6 of 55
STATE OF 'TEXAS §
COUNTY OF DENTON §
BEFORE MIS, the undersigned authority, on this day personally appeared
known to me to be the person whose name is subscribed to the
foregoing instrument, who acknowledged to me he/she is the duly authorized representative for
the TOWN OF PROSPER, TEXAS and that lie/she executed said instrument for the purposes
and consideration therein expressed.
WITNESS BY HAND AND SEAL this day of
Notary Public in and for the
State of" Texas
My Commission Expires:
, 2007.
Preannexation Agreement (Mahard) Page 47 of 55
::QD!.7r111'CI�7GS1.4R13R4Q12G;t�,�l lr_!r_cm� 11:08 AM
EXHIBIT "A-ln
Legal Description of the Mahard Property
[See attached 8 pages]
Preannexation Agreement (Mahard) Pagc 48 of'55
•;OD!Nit%'i'C DOCSiARBS-501263',V I IMP-007 I LOS AM
EXHIBIT "A-1 "
Legal Description of the Mahard Property
BEING a tract of land out of the C. SMITH SURVEY, Abstract No. 1681, the J. BATES
SURVEY, Abstract No. 1620, the L. SALING SURVEY, Abstract No. 1675, the H.P. SALING
SURVEY, Abstract No. 1628, the M.C.P. & P. RR SURVEY, Abstract No. 1476, P. BARNES
SURVEY, Abstract No. 79, the B. HADGES SURVEY, Abstract No. 593, the A.B. JAMISON
SURVEY, Abstract No. 672, the B.B. WALTON SURVEY, Abstract No. 1369, the 'T. BUTTON
SURVEY, Abstract No. 88, the P.R. RUE SURVEY, Abstract No. 1555, the J. TE'ITER
SURVEY, Abstract No. 1262, the L. NETfIERLY SURVEY, Abstract No. 962, the B. RUE.
SURVEY, Abstract No. 1113, the A. ROBERTS SURVEY, Abstract No. 1115, in Denton
County, 'Texas, the R. YATES SURVEY, Abstract No. 1538, the L. RUE SURVEY, Abstract
No. 1 110, the 1.1. RUE SURVEY, Abstract No. 1111, the J. MORTON SURVEY, Abstract No.
793, in Denton County, Texas, being all of the tract of land described in deed to Mahard 2003
Partnership, L.P. recorded in Denton County Clerk's rile No. 2004-0063826 of the Real
Property Records of Denton County, Texas, being all of the tract of land described in deed to
Mallard 2003 Partnership, L.P. recorded in Denton County Clerk's Pile No. 20041-0024459 of
the Real Property Records of Denton County, "Texas, being part oi'tltc tract of land described in
deed to Mallard 2003 Partnership, L.P. recorded in Denton County Clerk's File No. 2004-
0014699 of the Real Property Records of Denton County, Texas, being all of the tract of land
described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's mile No.
2004-0014698 of the Real Property Records of Denton County, Texas, being all of the tract of
land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's Pile
No. 2005-0014700 of the Real Property Records of Denton County, "Texas, being all of the tract
of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's
File No. 2004-0046720 of the Real Property Records of Denton County, Texas, being all of the
tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County
Clerk's File No. 2004-0024462 of the Real Property Records of Denton County, Texas, being all
of the tract of land described in deed to Mahard 2003 Partnership, I..P. recorded in Denton
County Clerk's File No. 2004-0024458 of the Real Property Records of Denton County, Texas,
being all of the tract of land described in deed to Mahard 2003 Partnership, L.P. recorded in
Denton County Clerk's File No. 2004-0050900 of the Real Property Records of Denton County,
Texas, being all of the tract of laud described in deed to Mahard Egg Farm, Inc. recorded in
Volume 1936, Page 145 of the Real Property Records of Denton County, Texas, being all of the
tract of land described in deed to Mallard Egg Darr, Inc. recorded in Volume 1618, Page 329 of
the Real Property Records of Denton County, Texas, being all of the tract of land described in
deed to Mahard Egg Farm, Inc. recorded in Volume 547, Page 394 of the Deed Records of
Denton County, Texas, being part of the tract of land described in deed to Mahard Egg Fann,
Inc. recorded in Volume 1332. Passe 176 of the Real Property Records of Denton County, Texas,
being all of the tract of land described in deed to Mahard Egg Farm, Inc. recorded in Volume
779, Page 665 of the Deed Records of Denton County, Texas, being all of the tract of land
described in deed to Ernest Mallard recorded in Volume 1938, Page 931 of the Real Property
Records of Denton County, Texas being all of the tract of land described in deed to Mahard Egg
Farm, Inc. recorded in Volume 1149, Page 500 of the Deed Records of Denton. County, Texas,
and being more particularly described as follows:
Exhibit A -I - I
BEGINNING at a TXDOT monument found in the north right-of-way line of U.S, Highway No.
380, said monument being the northeast corner of a tract of land described in deed to the State of
Texas recorded in Volume 4769, Page 1768 of the Real Property Records of Denton County,
Texas;
THENCE with said north right-of-way line, the following courses and distances to wit:
South 88°35'51" Wiest, a distance of 3483.13 feet to a TXDOT monument found;
North 46°I6'16" Wrest, a distance of 83.68 feet to a fence post in the east line of Good
Hope Road (no dedication recordation found);
THENCE with said cast line and along a fence, North 00°25'46" West, a distance of 1453.36
feet to a fence corner found in the south line of a 25.44 acre tract of land described in deed to
Nathan Goodlet recorded in Volume 3329, Page 825 of the Real Property Records of Denton
County, Texas;
THENCE with said south line, North 88156'49" East, a distance of 1435.64 feel to a 3/8" iron
rod found for corner;
THENCE with the cast line of said 25.44 acre. tract. North 00°3013" Wiest, a distance of 819.11
feet to a 1/2" iron rod found for corner;
THENCE with the north line of said 25.44 acre tract, South 89°35'17" West, a distance of
1430.32 feet to a 518" iron rod set with a plastic cap stamped "KHA" (hereinafter called 5/8" iron
rod set) for corner in the cast line of said Good Hope Road:
THENCE with said cast line, North 00'08'13" West, a distance of 1236.96 feet to a fence corner
in the south line of a tract of land described in deed to Judy Reeves;
THENCE Mth the south line of said Reeves tract, North 89°14'55" East, a distance of 940.90
feet to a 5/8" iron rod set for corner;
THENCE «villa the cast line of said Reeves tract, North 00°40'52" West, a distance of 197.22
feet to a 1/2" iron rod found for corner in the south line of Fish Trap Road (no dedication
recordation found);
THENCE with said south line, North 88159'28" East, a distance of 815.80 feet to a 1/2" iron rod
found for corner;
THENCE leaving said south line, North 00°06'59" West, a distance of 36.44 feet to a pk nail
found in the centerline of said Fish Trap Road;
THENCE along the centerline of said Fish Trap Road, South 89°04'04" West, a distance of
1776.99 feet to a pk nail set for the intersection of the centerline of said Fish Trap Road and the
centerline of said Good Hope Road;
THENCE along the centerline of said Good I•lope Road, South 00°15'35" East, a distance of
3735.79 feet to a pk nail set in the north right-of-way line of said U.S. Highway No. 380,
Exhibit A-1 - 2
THENCE with said north right-of-way line, the following courses and distances to wit:
South 44°02'02" West, a distance of 114.60 feet to a TXDOT monument found;
South 88'35'51" West, a distance of 2062.12 feet to a 5/8" iron rod set for corner;
South 88°50'58" West, a distance of 100.00 feet to a 5/8" iron rod set for comer;
South 89°09'27" West, a distance of 22.39 feet to a 5/8" iron rod set for comer;
North 45050'38" West, a distance of 111.42 feet to a pk nail set in the centerline of Gee
Road (no dedication recordation found);
THENCE with said centerline, North 00001'02" West, a distance of 1114.87 feet to a pk nail set;
THENCE with the easterly most north line of a 106.26 acre tract of land described in deed to
Judi* Gee recorded in Volume 3130, Page 794 of the Real Property Records of Denton County,
Texas, part of the way, South 89")3'35" West, a distance of 1098.63 feet to a fence corner found;
THENCE along a fence, North 12°40'03" East, a distance of 2150.51 feet to a fence corner
found for the northwest corner of a 5.34 acre tract of land described in deed to Mahard Egg
Farm, Inc. recorded in Volume 1936, Page 145 of the Real Property Records of Denton County,
Texas
THE, NCE the following courses and distances to wit:
North 88°30'03" West, a distance of 451.90 feet to a 5/8" iron rod set for corner;
North 59*57'l0" West, a distance of66.21 feet to a 5/8" iron rod set for comer;
North 27015'28" West, a distance of 207.89 feet to a 5/8" iron rod set for corner;
South 79°58'04" West, a distance of 116.69 feet to a 5/8" iron rod set for corner;
South 17'1121" West, a distance of 12.96 feet to a 5/8" iron rod set for comer;
North 65°16'52" West, a distance of 66.04 feet to a 5/8" iron rod set for the northerly
most corner of said 106.26 acre tract;
THENCE with the west lines of said 106.26 acre tract, the following courses and distances to
wit:
South.') l °55'38" West, a distance of 494.24 feet to a 5/8" iron rod set for corner;
South 57°52'02" East, a distance of 601.93 feet to a Corp of Engineers monument found;
South 31°24'02" West, a distance of 1854.30 feet to a Corp of Engineers monument
found,
South 31 °2772" West, a distance of 302.61 feet to a 5/8" iron rod set for the northeast
earner of a 0.78 acre tract of land described in deed to the City of Irving recorded in
Volume 4871, Page 5128 of the Real Property Records of Denton County, Texas;
THENCE the lines of said 0.78 acre tract, the following courses and distances to wit:
North 73°29'41" West, a distance of241.29 feet to a 1/2" iron rod found for comer;
South 21°58'41" West, a distance of 181.00 feet to a 5/8" iron rod set for corner;
South 73°29'27" East, a distance of 67.00 feet to a 5/8" iron rod set for corner;
North 22120'38" East, a distance of'41.52 feet to a 5/8" iron rod set for corner;
South 75*5716" East, a distance of 152.12 feet to a 1/2" iron rod found in the west line of
said 106.26 acre tract;
Exhibit A-1 - 3
THENCE with said wvest line and along a fence pan of the way, South 31°27'22" West, a
distance of 877.59 feet to a 518" iron rod set for corner in the north right-of-way line of said U.S.
I lighway No. 380
THENCE with said north right-of-way line, North 88148'55" West, a distance of 587.44 feet to a
5/8" iron rod set for the southeast corner of a 61,2 acre tract of land described in deed to M.
Taylor Hansel recorded in Denton County Clerk's File No. 94-R009I793 of the Real Property
Records of Denton County. 1'exas;
THENCE with the cast lines of said Ilansel tract, the following courses and distances to wait:
North 08°56'01" East, a distance of 240.78 feet to a 518" iron rod set for corner;
North 55°59'01" East, a distance of 132.20 feet to a 5/8" iron rod set for corner;
South 20*18'01" West, a distance of 155.70 feet to a 518" iron rod set for corner;
South 80°49'59" East, a distance of 88.40 feet to a 5/8" iron rod set for corner;
Worth 45°13'01" East, a distance of261.10 feet to a 5/8" iron rod set for corner;
South 62' 15'59" East, a distance of 216.20 feet to a 5/8" iron rod set for corner;
North 15004'01 " East, a distance of 184.70 feet to a 5/8" iron rod set far corner;
North 5610l'01 " East, a distance of 183.40 feet to a 518" iron rod set f'or corner;
North 18°07'01 " East, a distance of 197.90 feet to a 518" iron rod set for corner;
North 73019'59" West, a distance of 688,80 feet to a Corp of Engineers monument found
for the southeast comer of a 107.57 acre tract of land described in deed to Fish Trap
Properties, Ltd., recorded in Volume 4626, Page 2922 of the Real Property Records of
Denton County, 'I'exas;
THENCE with the cast lines of said 107.57 acre tract, the following courses and distances to
xvit:
North 29°02'03" East. a distance of 67.81 feet to a 5/8" iron rod set for corner:
North 22104'26" East, a distance of 7I0.31 feet to a Corp of Engineers monument found;
North 33°00'31 " East, a distance of 221.33 feet to a Corp of Engineers monument found;
North 58"3015" West, a distance of249.63 feet to a Corp of Engineers monument found
for the southeast corner of a 43.07 acre tract of land described in died to Billy Jeter
recorded in Volume: 2125, Rage 729 of the Real Property Records of Denton County,
Tcxas;
THENCE with the east lines of said 43.07 acre tract, the following courses and distances to wit:
North 07°55'24" East, a distance of 669.72 feet to a 5/8" iron rod set for corner;
South 75°24' 16" East, a distance: of 402.59 feet to a Corp of Engineers monument found;
North 19028'37" West, a distance of 739.75 feet to a Corp of Engineers monument found;
North 35°34'01 " East, a distance of 531.05 feet to a Corp of Engineers monument. found;
North 02°04'22" West, a distance of 172.83 feet to a fence post found in the south line of
a 57.55 acre tract of land described in deed to G&S Landscaping, recorded in Volume
5114, Page 1398 of the Real Property Records of Denton County, 'Texas;
THENCE with said south line, South 77°28'43" East, a distance of 553.04 feet to a Corp of
Engineers monument found;
Exhibit A-1 - 4
THENCE with the east line of said 57.55 acre tract and the east line of two tracts of land
described in deed to Mary Weber recorded in Denton County Clerk's Pile No. 94-R0031655 of
the Real Property Records of Denton County, Texas, the following courses and distances to %%pit:
North 01°07'34" East, a distance of278.92 feet to a 5/8" iron rod found;
North 01°04'49" East, a distance of 510.59 feet to a Corp of l-In8incers monument found;
North 00°57'07" Nest, a distance of 149.86 feet to a Corp of Engineers monument found;
Forth 00106'44" East, a distance of 1393.34 feet to a 1/2" iron rod found for comer;
North 89'49' 12" West. a distance of 505.03 feet to a fence corner found in the cast line of
a 58.44 acre tract of land described in deed to Benny Nobles recorded in Volume 2299,
Page 94 of the Real Property Records of Denton County. 'Texas;
THENCE ,with said east line, North 00'50'11" West, a distance of 810.75 feet to a fence corner
found in the south line of a 99.5 acre tract of land described in deed to Rue Family Trust
recorded in Volume 5032, Paize 3961 of the Real Property Records of Denton County, 'Texas;
THENCE with the south and east lines of said 99.5 acre tract and the south line of a 90 acre tract
of land described in deed to Rue Family Trust recorded in Volume 5032, Page 3961 of the Real
Property Records of Denton County, 'Texas the following courses and distances to wit:
North 89*1 T21" East, a distance of 1389.64 feet to a 5/8" iron rod set for corner;
North 03°32'47" Vilest, a distance of 929.90 feet to a 518" iron rod set for comer;
South 85°47'35" West, a distance of228.77 feet to a 1/2" iron rod found for corner;
North 02'06'10" East, a distance of I767.38 feet to a 3/8" iron rod found for corner;
South 88°23'l 1" East, a distance of 1 111.78 feet to a 5/8" iron rod set for in the west Iine
of a 319.00 acre tract of land described in deed to Sammy Carey recorded in Volume
2336, Page 5411 of the Real Property Records of Denton County, 'Texas;
THENCE with said west line, South 00�10'3'" West, a distance of 125.32 feet to a 518" iron rod
set for corner.
THENCE with the south line of said 319.00 acre tract and the south line of a 5 acre tract of land
described in deed to M.B. Allen recorded in Volume 375, Page 395 of the Deed Records of
Denton County, Texas, North 88058'42" East, a distance of 2644.03 feet to a l/2" iron rod found
in the centerline of said Good Hope Road;
THENCE along said centerline, North 00*48'31" Nest, a distance of 992.40 feet to a 1/2" iron
rod found for corner;
THENCE -with the south line of the tract of land described in deed to the Good Hope Church
and continuing, along Good Hope Road, South 89°38'27" East, a distance of 457.50 feet to a 5/8"
iron rod set in the east line of said Good Hope Road;
THENCE with the east line of said Good Hope Road, the following courses and distances to
wit:
North 01°47'00" West, a distance of 935.34 feet to a 5/8" iron rod set for comer;
North 00°1572" West, a distance of 1726.79 feet to a 5/8" iron rod set for an ell corner in
the south line of a 100 acre tract of land described in deed to Bruce Jackson recorded in
Volume 4910, Page 2975 of the Real Property Records of Denton County, Texas;
Exhibit A-1 - 5
THENCE with the south line of said 100 acre tract, the south line of a 134.58 acre tract of land
described in deed to Little Elm Ranch Corporation recorded in Volume 5416, Page 3334 of the
Real Property Records of Denton County, Texas, and the south line of a tract of land described in
deed to Salvador Buentello recorded in Volume 2633, Page 648 of the Real Property Records of
Denton County, "Texas, North 89°42'25" East, a distance of 1545.14 feet to a 5/8" iron rod set in
the centerline of a Parvin Road (no dedication recordation found);
THENCE along said ccnterline and with the south line of said Buentello tract, the following
courses and distances to wit
North 70°58'34" East, a distance of 76.26 feet to a 5/8" iron rod set for corner;
North 74°05'38" East, a distance of 206.69 feet to a 518" iron rod set for corner;
North 77°25'29" East, a distance of 112.34 feet to a 1 /2" iron rod found for corner;
North 01 °25' 12" East, a distance of 17.04 feet to a 5/8" iron rod set for corner;
TI•IENCE continuing along said centerline, the south line of said Buentello tract, the south line
of a 1.75 acre tract of land described in deed to Donna Jackson recorded in Denton County
Clerk's File No. 2004-0086324 of the Real Property Records of Denton County, Texas, the south
line of a 2.5 acre and 14.87 acre tracts of land described in deed to .lose Gutierrez_ recorded in
Denton County Clerk's Pile No. 2004-0139581 of the Real Property Records of Denton County,
'Texas, and the south line of a 15 acre tract of land described in deed to William Kramer, the
following courses and distances to wit:
North 89008'54" Fast, a distance of 1300.08 feet to a 1 /2" iron rod found for corner;
North 89°07'58" East, a distance of 3455.35 feet to a 1/2" iron rod found for the
northwest corner of a 100 acre tract of land described in deed to RI•l-'TWO, LP recorded
in Denton County Clerk's bile No. 2004-0086307 of the Real Property Records of
Denton County, Texas;
THENCE with the west line of said 100 acre: tract, South 00°40'06" West, a distance of 2809.18
feet to a 1 /2" iron rod found in the centerline of Prosper Road (no dedication recordation found);
THENCE with said centerline, South 89124'09" West, a distance of 3412.04 feet to a 1/2" iron
rod found for corner•,
THENCE leaving said centerline, North 00°12'44" Vest, a distance of 16.61 feet to a 5/8" iron
rod set in the north Iine ofsaid Prosper Road;
THENCE Mth said north line, South 89°49'30" West, a distance of 298.97 feet to a 518" iron
rod set in the east line of a 5 acre tract of land described in deed to Curtis McDaniel recorded in
Volume 354, Pagc 271 of The Deed Records of Denton County, Texas;
THENCE with the lines of the remainder of said 5 acre tract, the following courses and
distances to wit:
North 009 5'22" East, a distance of 214.38 feet to a 5/8" iron rod set for comer;
South 89'47'16" West, a distance of 318.73 feet to a 5/8" iron rod set for corner;
South 339356" East, a distance of 218.94 feet to a 5/8" iron rod set for corner;
Exhibit A -I - 6
South 72'26'17" East, a distance of 198.56 feet to a 5/8" iron rod set in the centerline of
fields Road (no dedication recordation round);
THENCE along said centerlinc, the folloming courses and distances to wit:
South 00°02'02" West, a distance of 1534.38 feet to a 5/8" iron rod set for corner;
South 00°08'41" East, a distance of H96.19 feet to a 1/2" iron rod found for comer,
South 00119'01" bast, a distance of 1051.65 feet to a 1/2" iron rod found for comer;
South 00°46'08" West, a distance of705.12 feet to a 5/8" iron rod set for comer;
South 2013731" bast, a distance of'96.22 feet to a 5/8" iron rod set f'or corner;
South 28'15'33" East, a distance of 189.49 feet to a 3/8" iron rod found for corner;
South 02°06'04" East, a distance of 1803.07 feet to a 1" iron rod found for corner;
South 00006' 17" East, a distance of 1284.69 feet to a 5/8" iron rod set for comer;
South 00°06'37" West, a distance of 1042.41 feet to a 5/8" iron rod set for corner;
THENCE leaving the centerline of said Fields Road, South 89111'26" West, a distance of 21.20
feet to a 5/8" iron rod set in the west line of said Field Road;
THENCE with said west line. the following courses and distances to wit:
South 00°00'27" West, a distance of 1396.62 feet to a fence corner;
South 41123'46" Nest, a distance of 87.55 feet to the POINT OF BEGINNING and
containing 2106.592 acres of land.
Bearing; system based North Central Lone of the 1'exas State Plane Coordinate System.
SAVE AND EXCEPT
All of that certain lot. tract or parcel of land located in the B. Rue Survey, Abstract No. 1113,
Denton County, 'Texas, and being a portion of a called 76 acre tract of land described as 'Tract
Three in deed to 'Nfahard 2003 Partnership, L.P., recorded in County Clerks rile No. 2004-
0050900, Real Property Records, Denton County, Texas, and being more particularly described
as follows:
BEGINNING at a 5/8" iron rod found at an ell corner in the south line of a called 100 acre tract
of land described in deed to Bruce Jackson, et al, recorded in Volume 4910, Page 2975, Real
Property Records, Denton County, Texas, same being the northwest comer of said Mahard 2003
Partnership, L.P. tract;
'I'IIFNCE North 89° 2'25" East, along the north line of said Mahard 2003 Partnership, L.P.
tract and passing; at a distance of 583.33 feet the common southern corner of said Bruce Jackson,
et al tract and a called 134.58 acre tract of land described in deed to Little Elm Ranch
Corporation, recorded in Volume 5416, Page 3334, Real Property Records. Denton County,
Texas, passing again at a distance of 834.26 feet the common southern corner of said Little Elm
Ranch Corporation tract, and a tract of land described in deed to Salvador Buentello, recorded in
Volume 2633, Page 648. Real Property Records, Denton County, Texas, and continuing for a
Exhibit A-1 - 7
total distance of 1,545.14 fief to a 518" iron rod found for corner in the present centerline of
Parvin Road (no record of dedication found) at the beginning of a non -tangent curve to the left,
baaing a radius of 1,206.88 fleet, a central angle of 19'32'21", and a chord bearing and distance
of South 58°53'46" West, 409.58 feet;
THENCE in a southwesterly direction, along the present centerline of said Panvin Road and
passing through said Mahard 2003 Partnership, L.P. tract the following five (5) courses and
distances:
1) Along said non -tangent curve to the left, an are length of411.57 feet;
2) South 49104'47" West, a distance of 322.13 feet to the beginning of a curve to the
right, having a radius of 355.51 feet, a central angle of 34°57'47", and a chord
bcariitg and distance of South 71 *08'48" West, 213.59 feet;
3) Along said curve to the right, an arc length of 216.94 feet;
4) South 88°37'42" West, a distance of 557.23 feet to the beginning of a curve to the
left, having a radius of'410.55 feet, a central angle of 27°36'35", and a chord bearing
and distance of South 75°08'34" West, 195.93 feet;
5) Along said curve to the left, an arc length of 197.83 feet to the cast line of Good I•lope
Road (no record of dedication found), same being the most southerly southeast corner
of said Bruce Jackson, ct al tract;
THENCE North 00' 1522" Brest, along the most southerly cast line of said Bruce Jackson, et al
tract, a distance of 547.29 feel to the Place of Beginning and containing 575,223 square feet or
13.205 acres of land
Exhibit A-1 - 8
EXHIBIT "A-V
Legal Description of the FC Prosper Property=
[See attached 4 pages]
Preannexation Agreement (Mahard) Page 49 of 55
::ODMA`XI)OCS'v1RBJ'iiOI263' 'l IRIP-007 I1:08 AM
EXHIBIT "A-2"
Le al Description of the FC Prosper Property
TRACT ONE
A tract of land situated within the J. Hates Survey, Abstract Number 1620, Denton County,
Texas and being the same tract of land as conveyed to Nathan Goodlet, et ux by a deed filed for
record in Volume 3329 at Page 820 of the Deets Records of Denton County, Texas. Said tract of
land being more particularly described by metes and bounds as f'olloti%'s:
Beginning at a 5/8" rebar with a cap marked `KI-IA" found on the monumented Last right-of-
way lint of Good Hope Road, for the common West corner of the tract of land herein described
and a called 100.00 acre tract of land conveyed to E. \14ahard, Jr. by a deed filed for record at
County Clerk's instrument Number 93-R0049966 of the Deed Records of Denton County,
Texas;
Thence N 00°20'14" W, along the aforementioned monumented East right -of' -way line, 388.18
feet to a ''/a" rebar in concrete found for a common corner of the tract of land herein described
and a called 0.507 acre tract of land and conveyed to N. J. Goodlet, et ux by a deed filed for
record in Volume 1230 at Page 351 of the Deed Records of Denton County, Texas;
Thence N 86°19'09" E, along the common boundary line of the tract of land herein described
and the aforementioned 0.507 acre tract, 162.36 feet to a 'l rebar with a cap marked "RPLS
4967" set for a common corner:
Thence N 04°22'35" W, continuing along the aforementioned common boundary line, 138.28
feet to a 1/2" rebar in concrete found for a common comer:
Thence S 89°00'42" W, continuing along the aforementioned common boundary line, 151.50
feet to a'/" rebar in concrete found for a common comer on the monumented East right-of-way
line of Good I lope Road;
Thence N 00*02139" W, along the aforementioned East right-of-way line, 176.63 feet to a '/"
rebar in concrete found for a common corner of the tract of land herein described and a called
1.00 acre tract of land conveyed to N. J. Goodlet, et ux by a deed filed for record at County
Clerk's Instrument Number 94-R0089059 of the Deed Records of Denton County, Texas;
Thence N 89°24'44" E, along the common boundary line of the tract of land herein described
and the aforementioned 1.00 acre tract, 362.48 feet to a '1." rebar in concrete found for a common
corner;
Thence N 00°05533" W, continuing along the aforementioned common boundary line, 120.14
feet to a ''/." rebar in concrete found for their common North corner on the South boundary line
of a called 56.319 acre tract of Iand conveyed to E. Mahard, Jr. by a deed filed for record at
County Clerk's Instrument Number 2004-24459 of the Deed Records of Denton County, Texas;
Exhibit A-2 - 1
Thence N 89"24"44" E, along die common boundary line of the tract of land herein described
and the aforementioned 56.319 acre tract 1068.57 feet to a 5/8" rebar with a cap marked "KMA"
found for a common corner;
Thence S 00°28'43" E, continuing along the aforementioned common boundary line, 818,81 feet
to a '/" rebar in concrete found for a common corner on the North boundary line of the above -
mentioned 100.00 acre tract; -
7-hence S 88°55'3 3" W, along the common boundary line of the tract of land herein described
and the aforementioned 100.00 acre tract, 1435.44 feet to the Point of Beginning.
Said tract of land containing 1,116,766 square feet or 25.637 acres, more or Iess.
TRAc ivo
A tract of land situated within the J. Bates Survey, Abstract Number 1620, Denton County,
Texas and being the same tract of land as conveyed to Nathan Goodlet, et ux by a deed filed for
record in Volume 1230 at Page 351 of the Deed Records of Denton County, Texas. Said tract of
Iand being more particularly described by metes and bounds as follows:
Beginning at a %" rebar in concrete found, on the ntonumented East right-of-way line or Good
Hope Road, for the Southwest corner of the tract of land herein described and a corner of a called
25.6476 acre tract of land as conveyed to N. Goodlet, et ux by a deed filed for record in Volume
3329 at Page 820 of the Deed Records of Denton County, Texas;
Thence N 86119'09" E, along the common boundary line of the tract of land herein describers
and the aforementioned 25.6476 acre tract, 92.56 feet to a %" rebar in concrete found for it
comer;
Thence N 04°18'50" W, 13.05 feet to a 3/8" mbar found for a corner;
Thence N 86' 13'43" E, 13.06 feet to a ''/a" rebar with a cap marked "RPLS 4967" set for a
corner;
Thence S 05°12'35" E. 13.07 feet to a ''/_" rebar in concrete found for a corner on the North
boundary line of the above -mentioned 25.6576 acre tract ofWid;
Thence N 86°I9'09" E. along the aforementioned common boundary line, 56.54 feet to a %2"
rebar in concrete found for a common corner;
Thence N 04°22'35" W, continuing along the aforementioned common boundary line, 138.28
feet to a ''/:" rebar in concrete found for a common comer;
Thence S 89°00'42" W, continuing along the aforementioned common boundary line, 151.50
feet to a'/" rebar in concrete found for a common corner on the above -mentioned East right-of-
way line;
Exhibit A-2 - 2
Thence S 00°00' 14" L"•, along the aforementioned East right-of-waly line, 145.68 feet to the Point
of Beginning.
Said tract of land containing 22,087 square feet or 0.507 acres, more or less,
TRACT THREE
A tract of land situated within the J. Bates Survey, Abstract Number 1620, Denton County,
Texas and being the same tract of land as conveyed to Natlian Goodlet, et ux by a deed filed for
record at County Cleric's Instrument Number 94-ROO89059 of the Deed Records of Denton
County, Texas. Said tract of land being more particularly described by metes and bounds as
follo'.vs:
Beginning at a '/" rebar in concrete found, on the monumented East right-of-vvay line of Good
}lope Road, for the Southwest comer of the tract of land herein described and a corner of a called
25.6476 acre tract of land as conveyed to N. Goodlet, et ux by a deed filed for record in Volume
3329 at Page 820 of the Deed Records of Denton County, Texas;
'Thence N 89121 ' 12" L, along the common boundary line of the tract of land herein described
and the aforementioned 25.6476 acre tract of land, 362.48 feet to a ''/--" rebar in concrete found
for a common corner:
Thence N 00°45'33" tip, continuing along the aforementioned common boundary line, 120.14
feet to a 'V2- rebar in concrete found for their common North confer on the South boundary line
of a called 56.319 acre tract of land conveyed to E. Mahard, Jr, by a deed riled for record at
County Clerk's Instrument Number 2004-24456 of the Deed Records of Denton County, "Texas;
Thence S 89°24144" W, along the common boundary line of the tract of land herein described
and the aforementioned 56.319 acre tract, 362.29 feet to a %z" rebar v»di a cap marked "RPLS
4967" set for their common West corner on the above -mentioned Last right-of-way line;
Thence S 00°00' 19" E, along the aforementioned East right-of-way line, 120.52 feet to the Point
of Beginning.
Said tract of land containing 43,604 square feet or 1.001 acre, more or less.
TRACT DOUR
A tract of land situated within the J. Bates Survey, Abstract Arumber 1620, Denton County,
Texas and being a portion of a tract of land conveyed to Laura Jackson by a deed filed for record
in Volume 291 at Page 80 of the Deed Records of Denton County, Texas and also being more
particularly described by metes and bounds as follows:
Exhibit A-2 - 3
Commencing, for a tie, at a 1/2" rebar in concrete, found on the monumented Bast right-of=ti�fay
line of Good Mope Road, for the Southwest confer of a tract of land conveyed to Lathan
Goodlet, et ux by a deed filed for record in Volume 1230 at Page 351 of the laced Records of
Denton Countv, Texas from which a Ii2" rebar in concrete found for it's Northwest corner bears
N 00000' 14" if, 145.68 feet;
Thence N 86°19'09" r, 92.56 feet to a 1/2" rebar found in concrete found for the Southwest
corner and Point of Beginning of the tract of land herein described, said corner also being an
internal corner of the aforementioned Goodlet tract;
Thence N 04°18'50" W, along the common boundary line of the tract of land herein described
and the aforementioned GoodIet tract, 13.05 feet to a 3/8" rebar found for a common corner;
Thence N 86°13'43" L, continuing along the aforementioned common boundary line, 13.06 feet
to a 1/2" rebar tN7th a cap marked "RPI.S 4967" set for a common corner;
Thence S 05°12'35" E. continuing along the aforementioned common boundary line, 13.07 feet
to a I/2" rebar in concrete found for a common corner;
Thence S 86' 19'09" W, 13.26 feet to the Point of Beginning.
Said tract of land containing 172 square feet or 0.004 acre, more or less.
Exhibit A-2 - 4
Conceptual Development Plan
[Sec aitaclied solo page)
Preannexation Agreement (ilahard) Pagc 50 of 55
ODMAWDO('SLARF3ASgi2(,31: 11r21P-007 11:08 AM
EXHIBIT "C"
Development Standards
(including Statement of Intent and Purpose)
(See attacked 46 pag;es]
Preannezalion Agreement (Mahard) Page 51 of55
:.OD%IA%PCDOCS'',MWJ J0 J 2G312.11r_ 1r007110 AM
EXHIBIT "C"
Statement of Intent and Purpose
for
Mahard Ranch
Mahard Ranch is a planned community consisting of a variety of residential, local and
community retail and employment uses integrated within an open space system oriented to the
natural beauty of the property. Residential units consist of a range of lot sizes in the traditional
residential neighborhood mode to attached, urban dwellings offering the residents diverse living
styles. Retail and employment uses are provided along the U.S. Highway 380 corridor providing
more intensive uses along the thoroughfare while also serving as a buffer between the residential
neighborhoods and the main highway.
Integral throughout the Mahard Ranch is the open space system which consists of recreation
open space, hike and bike trails and active parks for the residents of the community. A
strategically designed trail system laces throughout the community providing pedestrian linkages
among residential, retail, open space public uses, and neighborhoods outside of the Mahard
Ranch. Parks are also provided at convenient locations which provide active recreation
opportunities to the community. Creek areas and floodplains have been reserved for open space
to provide trail settings along attractive waterways providing hikers and bikers an opportunity to
enjoy the ecosystem.
Thoroughfares are designed to provide the necessary connection between this community and the
Town. Major connectors provide linkages to surrounding significant roadways allowing efficient
movement.
The following development standards describe the desired image and character necessary to
ensure quality development throughout the Mahard Ranch property. The development standards
have been carefully designed to allow sufficient flexibility for creative residential and mixed use
building solutions while being prescriptive in areas necessary to preserve an overall
cohesiveness.
4925945v.2 12477T00010 Exhibit C - 1
Development Standards
for
Mahard Ranch
1. Amenity Program
a. General. As a master planned community, Mahard Ranch will have a
programmed and qualitatively controlled system of amenities throughout. These
amenities combine to create an overall sense of place that would be difficult to
achieve when considered as independent elements within smaller developments.
The community amenities that are addressed within these Development Standards
are:
• Primary Community Entries
• Secondary Community Entries
• Neighborhood Entries
• Thoroughfare Landscape Buffers
• Community Park (Reference Development Standards for Additional
Information)
• Community Amenity Center
• Floodplain / Greenway Parks (Reference Development Standards for
Additional Information)
• Neighborhood Parks (Reference Development Standards for
Additional Information)
• Pocket Parks
b. Primary Community Entries
a. Major points of entry into Mahard Ranch (minimum two locations,
including at least one entry along SH 380) will be defined with a
combination of monument signage, landscape and lighting to create a
sense of arrival commensurate in scale and character with a 2,120.54 acre
master planned community (see representative examples above). These
entries will include:
• Community name / logo incorporated into monument signage
element, to be constructed of masonry or similar material;
• Enhanced landscape, including seasonal color, shrubs, groundcover,
perennials and unique combinations of both canopy and ornamental
trees;
• Enhanced lighting on the monument / signage and the unique aspects
of the landscape;
• Water will be considered as an accent feature if land and topography
permit, and if compatible with the overall physical design theme for
the community.
4925945v.2 124777 00010 Exhibit C - 2
b. Primary entries will be developed to incorporate both sides of the entry
roadway when both are contained within Mahard Ranch, and will also
include enhancements to the median in the immediate area (where / if
applicable). Landscape easements will be provided to ensure adequate
space to provide for visibility triangle(s) and adequate development of
entry design.
C. Secondary Community Entries
a. Secondary community entries will be similar to primary community
entries in their use of compatible building and landscape materials, but
will be smaller in scale and land area. They will occur at the outside
edges of Mahard Ranch, at the entries for either arterials or collectors into
the community. It is anticipated that a minimum of three secondary
entries will be provided for the community, primarily along Teel Parkway
(see representative examples above). Secondary community entries will
include the following elements, scaled slightly smaller than the primary
entries:
• Community name / logo incorporated into monument signage
element, to be constructed of masonry or similar material;
• Enhanced landscape, including seasonal color, shrubs, groundcover,
perennials and unique combinations of both canopy and ornamental
trees;
• Enhanced lighting on the monument / signage and the unique aspects
of the landscape;
• Center median to allow for more landscape density and also provide
alternative location for neighborhood identification and way -finding
graphics;
• Landscape easements where required to accommodate enhanced
landscape and monument construction.
4925945v.2 124777 00010 Exhibit C - 3
b. Neighborhood Entries. Internal to Mahard Ranch and along both
arterials and collectors, points of intersection will be enhanced to denote
entries into individual `villages' or neighborhoods. These entries will
resemble primary and secondary entries in their use of materials and
landscape, but will also incorporate village or neighborhood names and
will contribute to a unique, community -wide system of visual way finding.
d. Thoroughfare Landscape Buffers (Arterial and Collector Roads) - 25'Min.).
Thoroughfares will provide a continuity of design from primary and secondary
points of community entry throughout the entirety of Mahard Ranch. These
thoroughfares and the adjacent landscape buffers are intended to include the
following:
• Screen walls composed primarily of ornamental metal fence with
living screen or stone or stone veneer (allowing brick accent), ONLY
if the Town determines that mitigating circumstances (land area
depth, topography, etc) will not allow natural landscape to buffer
adjacent land uses (no builder fencing allowed);
• Enhanced grading / berms combined with landscape (grass, trees,
accent shrubs and groundcover at entry points) to provide design
continuity and buffer adjacent land uses;
• Street tree system throughout (formal and/or informal in arrangement
— design to be determined), to visually identify the hierarchy of streets
and neighborhoods. A variety of tree species will be provided,
including canopy / shade and smaller flowering, ornamentals of a
minimum 3 inch caliper for every 30 lineal feet which with requested
approval by the Town at the time of submission of a preliminary plat
may be grouped and in no case shall there be less than the total
number of street trees as required by this subsection;
• Continuous 6' sidewalks on both sides of the thoroughfare (sidewalks
interior to Residential may be 5');
• Integrated neighborhood / `village' entries at points of intersection.
e. Community Park Mahard Ranch will include one community park (of
approximately 50 acres) that shall be dedicated to the Town at the time the
adjacent streets are dedicated to the Town. Schedule for improvements and
requirements for maintenance are described in Section 4 of the Development
Standards. It is intended that this park include sports and athletic facilities,
passive and natural spaces and associated parking - all of a scope and type to be
determined in coordination with Town staff. Following are parameters of design
intended for this facility:
• Location will be along one of the open space i greenway parks in
order to facilitate pedestrian connectivity to the neighborhoods;
4925945v.2 124777 00010 Exhibit C - 4
• Facility design will utilize materials (masonry, pavements, landscape,
lighting) that are compatible with other common area improvements
within the Mahard Ranch community;
• Specific facilities to be determined in coordination with Town staff,
but may include some combination of the following:
✓ 8' wide hike and bike trails
✓ Softball / Baseball field(s) (lighted);
✓ Soccer field(s) (lighted);
✓ Football field(s)
✓ Multipurpose field(s)
✓ Shade pavilion(s);
✓ Parking;
✓ Trailhead connections to adjacent floodplain / greenway parks;
✓ Site furnishings, including benches, water fountains, trash
receptacles;
✓ Enhanced landscape at entries, and irrigated turf in all maintained
(developed) areas.
f. Community Amenity Center
a. At least one Community Amenity Center shall be developed within
Mahard Ranch, providing a range of more active, family oriented
activities in a `resort' style environment (see representative examples
above). This facility will be HOA maintained and provide the
"centerpiece" recreational amenity for the entire community. Like the
community park, this facility is intended to be located along the floodplain
greenway parks system to accommodate pedestrian and bicycle access
from the neighborhoods of Mahard Ranch.
A. A Community Amenity Center will be completed along with the
initial phase of residential development, within the Single -
Family Residential Tract.
B. Three (3) additional Neighborhood Amenity Centers will be built
upon completion of each successive phase of residential
development, each phase to include approximately 750 homes,
within the Single -Family Residential tract.
b. The intended program for the Community Amenity Center facility shall
include multiple elements from the following list:
• Active adult and children's pools;
• Water slides and water play features;
• Paved and turf chaise areas;
4925945v.2 124777'00010 Exhibit C - 5
• Community building, with interior and exterior spaces programmed
for resident and HOA uses, including possible inclusion of a kitchen,
community room, meeting room(s), fitness room, and storage area(s);
• Restrooms (in the community building and possibly additionally at
the pool area(s);
• Convenience parking (quantity to be determined based upon code
compliance);
• Children's playground facility(s);
• Sport court(s);
• Trailhead linkages to the floodplain / greenway parks.
C. Floodplain / Greenway Parks
A. Mahard Ranch includes over 550 acres of flood plain corridors
through the property. Significant portions of these corridors
are rich in native flora and fauna, and are intended to be
preserved in a natural condition, with only minimal impact to
allow hike / bike trail linkages. Other areas are more open and
less valuable as a native resource, and these areas may be
developed to include a golf course or ponds and fountains that
contribute to the overall storm drainage system and provide
enhanced value to the community. All of these corridors shall
be interconnected with a series of paths and trails, with an
overall hike / bike trail system throughout. Following are the
key components of this system of open space through the
community:
• Master hike / bike trail - 8' in width - concrete or other material
approved by the Town - linking all neighborhoods, schools and
amenities;
4925945v.2 124777 00010 Exhibit C - 6
• Secondary paths and trails -- 8' in width — concrete or `soft' surface
(decomposed granite, crushed fines) is permitted for HOA maintained
trails— providing secondary linkages and `spur' connections to the
hike i bike trail system;
• Native preservation areas in locations of most desirable existing
vegetation, including wetland, upland and forested environments;
• Trailhead locations at community amenity sites and at schools, to
include trail maps, bike racks, and site furnishings (trash, seating);
• Ponds and water features in open areas where impacts to existing
vegetation will not be an issue and storm drainage requirements can
be enhanced — ponds to include predominantly native, soft edges,
safety shelves, water circulation i aeration to ensure water quality.
d. Neighborhood Parks
A. Mahard Ranch will include a minimum of three, 7.5 acre (each)
neighborhood parks, distributed throughout the community in
areas that are linked by the floodplain ' greenway parks system
and that contribute to ensuring a maximum 1/4 mile walk from
any neighborhood to a park or open space amenity. Additional
requirements for schedule of completion for these facilities, as
well as maintenance, can be found in Section 3 of the
Development Standards.
B. Neighborhood parks shall be designed as a complementary
component of the Mahard Ranch amenities program, including
consideration of alternative uses, and the use of compatible
materials (hardscape, landscape and, if included, lighting).
These parks are to be integrated within the open space system
as well as the neighborhoods that they serve. Neighborhood
parks may include features and elements from the following
list of amenities;
4925945v.2 12477T00010 Exhibit C - 7
• Open play fields (non -lit);
• Sport courts;
• Covered pavilion or shade structure;
• Children's playgrounds segregated by age groups (i.e. 2-5
and 5-12);
• Parking for +1- 10 spaces;
• Grading around perimeter to provide safety for playfields
and street frontages;
• 8' sidewalks around site linking facilities and providing
connections to adjacent floodplain ! greenway parks;
• Town's Park signage approved by the Parks Board
consistent with community theme.
Pocket Parks Additional components of the Mahard Ranch amenities
program are smaller pocket parks within individual neighborhoods. These
parks will be an HOA maintained component of the open space system,
and allow for:
• Providing valuable open space in adjacency to smaller
homes;
• integration of existing tree rows and other natural features
that warrant preservation;
• ensuring one -quarter mile resident walks to a component of
the open space system;
• additional passive and moderately active recreational
opportunities, including:
✓ open play areas;
✓ natural interpretive areas;
✓ neighborhood playgrounds;
✓ children's water play area;
✓ small neighborhood gathering spaces.
?. Single -Family Residential Tract
a. General Description: Residential uses shall be permitted throughout the Property
as set forth herein.
b. Allowed Uses: Land uses allowed within the Single -Family Residential Tract are
as follows. : Uses followed by an S are permitted by Specific Use Permit. Uses
followed by a C are permitted subject to conditional development standards.
4925945v.2 12477T00010 Exhibit C - 8
Conditional development standards are set forth in Chapter 3, Section 1 of the
Town's Zoning Ordinance.
• Accessory buildings incidental to the allowed use and constructed of the
same materials as the main structure.
• Churches / rectories
• Civic facilities
• Electronic security facilities, including gatehouses and control counter
• Fire stations and public safety facilities
• Guest House
• Home Occupation C
• Model Home
• Park or Playground
• Private Recreation Center
• Private Street Development and gated communities S
• Public or Private Parks, playgrounds and neighborhood recreation
facilities including, but not limited to, swimming pools, clubhouse
facilities and tennis courts, to be stated on plat
• Single family residential uses as described herein
• Schools - public or private
• Golf Course for Country Club (including clubhouse, maintenance
facilities, on -course food and beverage structure, and on course restroom
facilities.)
• Temporary real estate sales offices for each builder during the
development and marketing of the Planned Development which shall be
removed no later than 30 days following the final issuance of the last
Certificate of Occupancy (CO) on the last lot owned by that builder.
• Temporary buildings of the builders and uses incidental to construction
work on the premises, which shall be removed upon completion of such
work.
• Townhouses (only as a buffer use as set forth herein)
• Utility distribution lines and facilities. Electric substations shall be
allowed at the sole discretion of the Developer.
C. Density: The maximum number of single family detached units for the Properties
is 3,500.
d. Lot Types: The single family detached lots developed within the Properties shall
be in accordance with the following Lot Types:
• Type A Lots: Minimum 8,000 square foot lots
• Type B Lots: Minimum 9,000 square foot lots
• Type C Lots: Minimum 10,500 square foot lots
• Type D Lots: Minimum 12,500 square foot lots
4925945v.2 124777 00010 Exhibit C - 9
e. Area and building regulations:
a. Type A Lots: The area and building standards for Type A Lots are as
follows and as set forth in Table 1:
A. Minimum Lot Size. The minimum lot size for Type A Lots shall
be 8,000 square feet. A typical lot will be 60' x 133', but may
vary as long as requirements in Table 1, on page 54 are
accommodated.
B. Minimum Lot Width. The minimum lot width for Type A Lots
shall be sixty (60) feet.
C. Minimum Yard Setbacks.
i. Minimum Frontyard Setback: The minimum
frontyard setback for Type A Lots shall be
twenty-five (25) feet. The minimum front yard
and rear yard requirements for staggering the
front yards, as set forth in Section 9.3.F of the
Town's Zoning Ordinance, as amended shall
apply to Type A Lots.
ii. Minimum Sidevard Setback:
(a) The minimum sideyard setback for Type
A Lots shall be eight (8) feet.
(b) For courtyard homes, as defined herein,
the minimum sideyard setback shall be
fourteen (14) feet for one side and two
(2) feet for the other side yard.
Windows on the 2' side of the courtyard
home will not be allowed unless they are
opaque or consist of glass block.
(c) For corner lots, the minimum sideyard
setback shall be fifteen (15) feet.
(d) For keylots, the minimum sideyard
setback shall be twenty-five (25) feet.
iii. Minimum Rearvard Setback:
(a) The minimum rearyard setback shall
be twenty-five (25) feet.
4925945v.2 12477T00010 Exhibit C - 10
(b) For Courtyard Homes, as defined herein, the
minimum rearyard setback is ten (10) feet
for a maximum number of lots not to exceed
seventy-five (75) Type A lots.
iv. Permitted Encroachment. Architectural
features and porches may encroach into required
front and rear yards up to five (5) feet. Swing -
in garages may encroach into required front
yards up to ten (10) feet. Front facing garages
are permitted to extend to the front facade of the
main structure, but may not encroach into the
required front yard.
D. Minimum Floor Space. Each dwelling constructed on a Type A
Lot shall contain a minimum of one thousand, nine hundred
(1,900) square feet of floor space. Floor space shall include air-
conditioned floor areas, exclusive of porches, garages, patios,
terraces or breezeways attached to the main dwelling
E. Height. The maximum height for structures on Type A Lots shall
be forty (40) feet.
F. Courtyard Home Option. Courtyard Homes, which are defined
as homes having an open-air courtyard surrounded on three
sides by the home, are permitted.
G. Driveways. Driveways fronting on a street on Type A Lots shall
be constructed of the following materials: concrete, brick
pavers, stone, interlocking pavers, stamped concrete, or
concrete with stone or brick border.
H. Exterior Surfaces.
i. The exterior facades of a main building or
structure, excluding glass windows and doors,
shall be constructed of one hundred (100) percent
masonry. Cementitious fiber board is considered
masonry, but may only constitute fifty (50)
percent of the area for stories other than the first
story. However, cementitious fiber board may
not be used as a facade cladding material for
portions of upper stories that are in the same
vertical plane as the first story. Cementitious
fiber board may also be used for architectural
features, including window box -outs, bay
4925945v.2 12477T00010 Exhibit C - 11
windows, roof dormers, garage door headers,
columns, chimneys not part of an exterior wall,
or other architectural features approved by the
Building Official.
ii. The surface area of windows surrounded
completely by brick may be included within the
computation of the exterior brick, brick veneer,
stone, or stone veneer wall area of a residence.
Address Plaque. A cast stone address plaque is
required for each Type A Lot. The style of the
cast stone address plaque shall be uniform
throughout each section of development.
iv. Chimnevs. On Type A Lots, all exposed
portions of the fire breast, flu and chimney shall
be clad in cementitious lap siding, brick, stone
or stucco. Chimneys located on an exterior wall
must be 100% brick or stone.
V. Stucco. Stucco on structures on Type A Lots
shall be traditional 3-coat process cement plaster
stucco.
vi. EIFS. EIFS (Exterior Insulating and Finish
Process) is not allowed on structures on Type A
Lots.
I. Windows. All window framing will on structures on Type A Lots
shall be bronzed, cream, sand or white anodized aluminum,
vinyl or wood.
i. Window shutters may be used on structures on
Type A Lots. Window shutters shall be
painted, stained wood, or fiberglass.
ii. No reflective window coverings or treatments
shall be permitted.
J. Roofing.
Structures constructed on the Type A Lots shall
have a composition, slate or tile roof.
ii. The color of the composition roof must appear
to be weathered wood shingles, black or slate,
4925945v.2 124777 00010 Exhibit C - 12
unless such other color is approved by the
Director of Development Services.
iii. Composition roof shingles must be laminated
and have a minimum warranty of 30 years.
iv. The main roof pitch of any structure shall have a
minimum slope of 8" in 12". Pitch ends shall
be 100°/o guttered.
K. Garages.
i. Homes shall have a minimum of two (2) car
garages but no more than three (3). No carports
shall be permitted.
ii. Homes with three (3) garages shall not have
more than two (2) garage doors facing the street.
Garage doors shall be constructed of either
metal or wood.
L. Plate Height. Each structure on a Type A Lot shall have a
minimum principal plate height of 9' on the first floor.
M. Fencing. No fence, wall or hedge on a Type A Lot shall exceed
eight (8) feet in height or be less than four (4) feet in height
unless otherwise specifically required by the Town of Prosper.
i. All Type A Lots backing or siding to Open
Space shall have a decorative metal fence
abutting to said open space.
ii. All other fencing shall be constructed of
cedar, board on board with a top rail, and shall
be supported with galvanized steel posts. A
common fence stain color as well as fence detail
shall be established for the community by the
developer.
1.5.1.14.2. No fencing shall extend beyond a point ten feet
(10') behind the front wall plane of the structure
into the front yard.
N. Landscaping.
i. A minimum of six (6) caliper inches of trees
shall be planted on all Type A Lots.
4925945v.2 124777`00010 Exhibit C - 13
ii. A minimum of one (1) tree shall be located
in the front yard.
Corner lots adjacent to a street shall plant (1)
additional tree in the side yard.
iv. Trees shall be a minimum of three caliper
inches (3") as measured at 1 foot above grade.
V. The front, side and rear yard must be
irrigated by a programmable irrigation system
and sodded with grass.
O. Mailboxes. Mailboxes on a Type A Lot shall be consistent with
the theme for the street and with the materials of the home on
the respective lot.
P. Satellite Dishes. Satellite dishes, limited to eighteen inches (18")
in diameter or smaller, mounted below the ridgeline on the
roof, and not in public view from the front of the home are
permitted on Type A Lots.
Q. Air Conditioners. No window or wall air conditioning units will
be permitted on structures on Type A Lots. Outside condensing
units (compressors) which are not located within a privacy
fenced area shall be screened by shrubbery save and except
access and service space to the condensing units which may not
be visible from the street.
R. Plan Elevations. On Type A Lots, plan elevations shall alternate
every four (4) homes on the same side of a street and every
three (3) homes on opposite sides of the street. Illustrative
examples of the elevations and floor plans for Type A Lots are
attached hereto as Exhibit 1111-1.
S. Accessory Structures. Accessory structures used as a garage, a
garage apartment, or guest house, will be allowed.
i. Accessory structures shall be subject to the
same exterior construction and architectural
standards as the main dwelling.
ii. Accessory structures shall be separate from the
main dwelling by a minimum of ten (10) feet,
have a minimum rearyard setback of ten (10)
feet, and a minimum sideyard setback of eight
(8) feet.
4925945v.2 124777 00010 Exhibit C - 14
b. Type B Lots: The area and building standards for Type B Lots are as
follows and as set forth in Table 1:
A. Minimum Lot Size. The minimum lot size for Type B Lots shall
be nine thousand (9,000) square feet. A typical lot will be 70'
x 128', but may vary as long as requirements in Table 1 on
page 54 are accommodated.
B. Minimum Lot Width. The minimum lot width for Type B Lots
shall be seventy (70) feet.
C. Minimum Yard Setbacks.
i. Minimum Frontward Setback: The minimum
frontyard setback for Type B Lots shall be
twenty-five (25) feet. The minimum front yard
and rear yard requirements for staggering the
front yards, as set forth in Section 9.3.F of the
Town's Zoning Ordinance, as amended shall
apply to Type B Lots.
ii. Minimum Sidevard Setback:
(a) The minimum sideyard setback for Type
B Lots shall be eight (8) feet.
(b) For courtyard homes, as defined herein,
the minimum sideyard setback shall be
fourteen (14) feet for one side and two
(2) feet for the other side yard.
Windows on the 2' side of the courtyard
home will not be allowed unless they are
opaque or consist of glass block.
(c) For corner lots, the minimum sideyard
setback shall be fifteen (15) feet.
(d) For keylots, the minimum sideyard
setback shall be twenty-five (25) feet.
iii. Minimum Rearvard Setback:
(a) The minimum rearyard setback shall
be twenty-five (25) feet.
(b) For Courtyard Homes, as defined herein, the
minimum rearyard setback is ten (10) feet
4925945v.2 124777/00010 Exhibit C - 15
for a maximum number of lots not to exceed
one hundred and ten (110) Type B lots.
Permitted Encroachment. Architectural
features and porches may encroach into required
front and rear yards up to five (5) feet. Swing -
in garages may encroach into required front
yards up to ten (10) feet. Front facing garages
are permitted to extend to the front fagade of the
main structure, but may not encroach into the
required front yard.
D. Minimum Floor Space. Each dwelling constructed on a Type B
Lot shall contain a minimum of two thousand, one hundred
(2,100) square feet of floor space. Floor space shall include
air-conditioned floor areas, exclusive of porches, garages,
patios, terraces or breezeways attached to the main dwelling
E. Height. The maximum height for structures on Type B Lots shall
be forty (40) feet.
F. Courtyard Home Option. Courtyard Homes, which are defined
as homes having an open-air courtyard surrounded on three
sides by the home, are permitted.
G. Driveways. Driveways fronting on a street on Type B Lots shall
be constructed of the following materials: concrete, brick
pavers, stone, interlocking pavers, stamped concrete, or
concrete with stone or brick border.
H. Exterior Surfaces.
i. The exterior facades of a main building or
structure, excluding glass windows and doors,
shall be constructed of one hundred (100)
percent masonry. Cementitious fiber board is
considered masonry, but may only constitute
fifty (50) percent of the area for stories other
than the first story. However, cementitious 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.
Cementitious fiber board may also be used for
architectural features, including window box -
outs, bay windows, roof dormers, garage door
headers, columns, chimneys not part of an
4925945v.2 124777 00010 Exhibit C - 16
exterior wall, or other architectural features
approved by the Director of Development
Services.
ii. The surface area of windows surrounded
completely by brick may be included within the
computation of the exterior brick, brick veneer,
stone, or stone veneer wall area of a residence.
Address Plaque. A cast stone address plaque is
required for each Type B Lot. The style of the
cast stone address plaque shall be uniform
throughout each section of development.
iv. Chimneys. On Type B Lots, all exposed
portions of the fire breast, flu and chimney shall
be clad in cementitious lap siding, brick, stone
or stucco. Chimneys located on an exterior wall
must be 100% brick or stone.
v. Stucco. Stucco on structures on Type B Lots
shall be traditional 3-coat process cement plaster
stucco.
vi. EIFS. EIFS (Exterior Insulating and Finish
Process) is not allowed on structures on Type B
Lots.
I. Windows. All window framing will on structures on Type B Lots
shall be bronzed, cream, sand or white anodized aluminum,
vinyl or wood.
i. Window shutters may be used on structures on
Type B Lots. Window shutters shall be
painted, stained wood, or fiberglass.
ii. No reflective window coverings or treatments
shall be permitted.
J. Roofing.
Structures constructed on the Type B Lots shall
have a composition, slate or tile roof.
ii. The color of the composition roof must appear
to be weathered wood shingles, black or slate,
unless such other color is approved by the
Director of Development Services.
4925945v.2 124777 `00010 Exhibit C - 17
iii. Composition roof shingles must be laminated
and have a minimum warranty of 30 years.
iV. The main roof pitch of any structure shall have a
minimum slope of 8" in 12". Pitch ends shall
be 100% guttered.
K. Garages.
i. Homes shall have a minimum of two (2) car
garages but no more than four (4). No carports
shall be permitted.
ii. Homes with three (3) or four (4) garages shall
not have more than two (2) garage doors facing
the street.
Garage doors shall be constructed of either
metal or wood.
L. Plate Height. Each structure on a Type B Lot shall have a
minimum principal plate height of 9' on the first floor.
M. Fencing. No fence, wall or hedge on a Type B Lot shall exceed
eight (8) feet in height or be less than four (4) feet in height
unless otherwise specifically required by the Town of Prosper.
All Type B Lots backing or siding to Open
Space shall have a decorative metal fence
abutting to said open space.
ii. All other fencing shall be constructed of cedar,
board on board with a top rail, and shall be
supported with galvanized steel posts. A
common fence stain color as well as fence detail
shall be established for the community by the
developer.
No fencing shall extend beyond a point ten feet
(10') behind the front wall plane of the structure
into the front yard.
N. Landscaping.
i. A minimum of nine (9) caliper inches of trees
shall be planted on all Type B Lots.
4925945v.2 124777 00010 Exhibit C - 18
ii. A minimum of two (2) three inch (3") caliper
trees shall be located in the front yard.
Corner lots adjacent to a street shall plant (1)
additional tree in the side yard.
iv. Trees shall be a minimum of three caliper inches
(3") as measured at 1 foot above grade.
V. The front, side and rear yard must be irrigated
by a programmable irrigation system and
sodded with grass.
O. Mailboxes. Mailboxes on a Type B Lot shall be consistent with
the theme for the street and with the materials of the home on
the respective lot.
P. Satellite Dishes. Satellite dishes, limited to eighteen inches (18")
in diameter or smaller, mounted below the ridgeline on the
roof, and not in public view from the front of the home are
permitted on Type B Lots.
Q. Air Conditioners. No window or wall air conditioning units will
be permitted on structures on Type B Lots. Outside
condensing units (compressors) which are not located within a
privacy fenced area shall be screened by shrubbery save and
except access and service space to the condensing units which
may not be visible from the street.
R. Plan Elevations. On Type B Lots, plan elevations shall alternate
every four (4) homes on the same side of a street and every
three (3) homes on opposite sides of the street. Illustrative
examples of the elevations and floor plans for Type B Lots are
attached hereto as Exhibit "H-2".
S. Accessory Structures. Accessory structures used as a garage, a
garage apartment, or guest house, will be allowed.
i. Accessory structures shall be subject to the
same exterior construction and architectural
standards as the main dwelling.
ii. Accessory structures shall be separate from the
main dwelling by a minimum of ten (10) feet,
have a minimum rearyard setback of ten (10)
feet, and a minimum sideyard setback of eight
(8) feet.
4925945v.2 124777 00010 Exhibit C - 19
C. Type C Lots: The area and building standards for Type C Lots are as
follows and as set forth in Table 1:
A. Minimum Lot Size. The minimum lot size for Type C Lots shall
be ten thousand, five hundred (10,500) square feet. A typical
lot will be 80' x 131', but may vary as long as the requirements
of Table 1 are accommodated.
B. Minimum Lot Width. The minimum lot width for Type C Lots
shall be eighty (80) feet.
C. Minimum Yard Setbacks.
i. Minimum Frontward Setback: The minimum
frontyard setback for Type C Lots shall be
twenty-five (25) feet. The minimum front yard
and rear yard requirements for staggering the
front yards, as set forth in Section 9.3.F of the
Town's Zoning Ordinance, as amended shall
apply to Type C Lots.
ii. Minimum Sideward Setback:
(a) The minimum sideyard setback for Type
C Lots shall be eight (8) feet.
(b) For courtyard homes, as defined herein,
the minimum sideyard setback shall be
fourteen (14) feet for one side and two
(2) feet for the other side yard.
Windows on the 2' side of the courtyard
home will not be allowed unless they are
opaque or consist of glass block.
(c) For corner lots, the minimum sideyard
setback shall be fifteen (15) feet.
(d) For keylots, the minimum sideyard
setback shall be twenty-five (25) feet.
iii. Minimum Rearward Setback:
(a) The minimum rearyard setback shall be twenty-five
(25) feet.
(b) For Courtyard Homes, as defined herein, the
minimum rearyard setback is ten (10) feet for a
4925945v.2 124777`00010 Exhibit C - 20
maximum number of lots not to exceed one hundred
ten (110) Type C lots.
iv. Permitted Encroachment. Architectural
features and porches may encroach into required
front and rear yards up to five (5) feet. Swing -
in garages may encroach into required front
yards up to ten (10) feet. Front facing garages
are permitted to extend to the front fagade of the
main structure, but may not encroach into the
required front yard.
D. Minimum Floor Space. Each dwelling constructed on a Type C
Lot shall contain a minimum of two thousand, three hundred
(2,300) square feet of floor space. Floor space shall include
air-conditioned floor areas, exclusive of porches, garages,
patios, terraces or breezeways attached to the main dwelling
E. Height. The maximum height for structures on Type C Lots shall
be forty-five (45) feet.
F. Courtyard Home Option. Courtyard Homes, which are defined
as homes having an open-air courtyard surrounded on three
sides by the home, are permitted.
G. Driveways. Driveways fronting on a street on Type C Lots shall
be constructed of the following materials: concrete, brick
pavers, stone, interlocking pavers, stamped concrete, or
concrete with stone or brick border.
H. Exterior Surfaces.
i. The exterior facades of a main building or
structure, excluding glass windows and doors,
shall be constructed of one hundred (100)
percent masonry. Cementitious fiber board is
considered masonry, but may only constitute
fifty (50) percent of the area for stories other
than the first story. However, cementitious 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.
Cementitious fiber board may also be used for
architectural features, including window box -
outs, bay windows, roof dormers, garage door
headers, columns, chimneys not part of an
4925945v.2 124777 00010 Exhibit C - 21
exterior wall, or other architectural features
approved by the Director of Development
Services.
ii. The surface area of windows surrounded
completely by brick may be included within the
computation of the exterior brick, brick veneer,
stone, or stone veneer wall area of a residence.
Address Plaque. A cast stone address plaque is
required for each Type C Lot. The style of the
cast stone address plaque shall be uniform
throughout each section of development.
iv. Chimneys. On Type C Lots, all exposed
portions of the fire breast, flu and chimney shall
be clad in cementitious lap siding, brick, stone
or stucco. Chimneys located on an exterior wall
must be 100% brick or stone.
V. Stucco. Stucco on structures on Type C Lots
shall be traditional 3-coat process cement plaster
stucco.
vi. EIFS. EIFS (Exterior Insulating and Finish
Process) is not allowed on structures on Type C
Lots.
I. Windows. All window framing will on structures on Type C Lots
shall be bronzed, cream, sand or white anodized aluminum,
vinyl or wood.
i. Window shutters may be used on structures on
Type C Lots. Window shutters shall be painted,
stained wood, or fiberglass.
ii. No reflective window coverings or treatments
shall be permitted.
J. Roofing.
i. Structures constructed on the Type C Lots shall
have a composition, slate or tile roof.
ii. The color of the composition roof must appear
to be weathered wood shingles, black or slate,
unless such other color is approved by the
Director of Development Services.
4925945v.2 124777'00010 Exhibit C - 22
Composition roof shingles must be laminated
and have a minimum warranty of 30 years.
iv. The main roof pitch of any structure shall have a
minimum slope of 10" in 12". Pitch ends shall
be 100° o guttered.
K. Garages.
Homes shall have a minimum of two (2) car
garages but no more than four (4). No carports
shall be permitted.
ii. Homes with three (3) or four (4) garages shall
not have more than two (2) garage doors facing
the street.
Garage doors shall be constructed of metal or
wood.
L. Plate Height. Each structure on a Type C Lot shall have a
minimum principal plate height of 10' on the first floor.
M. Fencing. No fence, wall or hedge on a Type C Lot shall exceed
eight (8) feet in height or be less than four (4) feet in height
unless otherwise specifically required by the Town of Prosper.
i. All Type C Lots backing or siding to Open
Space shall have a decorative metal fence
abutting to said open space.
ii. All other fencing shall be constructed of cedar,
board on board with a top rail, and shall be
supported with galvanized steel posts. A
common fence stain color as well as fence detail
shall be established for the community by the
developer.
N. Landscaping.
No fencing shall extend beyond a point ten feet
(10') behind the front wall plane of the structure
into the front yard.
A minimum of nine (9) caliper inches of trees
shall be planted on all Type C Lots.
4925945v.2 124777 00010 Exhibit C - 23
ii. A minimum of two (2) three inch (3") caliper
trees shall be located in the front yard.
Corner lots adjacent to a street shall plant (1)
additional tree in the side yard.
iv. Trees shall be a minimum of three caliper inches
(3") as measured at 1 foot above grade.
V. The front, side and rear yard must be irrigated
by a programmable irrigation system and
sodded with grass.
O. Mailboxes. Mailboxes on a Type C Lot shall be consistent with
the theme for the street and with the materials of the home on
the respective lot.
P. Satellite Dishes. Satellite dishes, limited to eighteen inches (18")
in diameter or smaller, mounted below the ridgeline on the
roof, and not in public view from the front of the home are
permitted on Type C Lots.
Q. Air Conditioners. No window or wall air conditioning units will
be permitted on structures on Type C Lots. Outside
condensing units (compressors) which are not located within a
privacy fenced area shall be screened by shrubbery save and
except access and service space to the condensing units which
may not be visible from the street.
R. Plan Elevations. On Type C Lots, plan elevations shall alternate
every four (4) homes on the same side of a street and every
three (3) homes on opposite sides of the street. Illustrative
examples of the elevations and floor plans for Type C Lots are
attached hereto as Exhibit "H-3".
S. Accessory Structures. Accessory structures used as a garage, a
garage apartment, or guest house, will be allowed.
i. Accessory structures shall be subject to the
same exterior construction and architectural
standards as the main dwelling.
ii. Accessory structures shall be separate from the
main dwelling by a minimum of ten (10) feet,
have a minimum rearyard setback of ten (10)
feet, and a minimum sideyard setback of eight
(8) feet.
4925945v.2 124777:00010 Exhibit C - 24
d. Type D Lots: The area and building standards for Type D Lots are as
follows and as set forth in Table 1:
A. Minimum Lot Size. The minimum lot size for Type D Lots shall
be twelve thousand, five hundred (12,500) square feet. A
typical lot will be 90' x 138', but may vary as long as
requirements Table 1 are accommodated.
B. Minimum Lot Width. The minimum lot width for Type D Lots
shall be ninety (90) feet.
C. Minimum Yard Setbacks.
i. Minimum Frontward Setback: The minimum
frontyard setback for Type D Lots shall be
twenty-five (25) feet. The minimum front yard
and rear yard requirements for staggering the
front yards, as set forth in Section 9.31 of the
Town's Zoning Ordinance, as amended shall
apply to Type D Lots.
I Minimum Sidevard Setback:
(a) The minimum sideyard setback for Type
D Lots shall be eight (8) feet.
(b) For corner lots, the minimum sideyard
setback shall be fifteen (15) feet.
(c) For keylots, the minimum sideyard
setback shall be twenty-five (25) feet.
Minimum Rearward Setback: The minimum
rearyard setback shall be twenty-five (25) feet.
iv. Permitted Encroachment. Architectural
features and porches may encroach into required
front and rear yards up to five (5) feet. Swing -
in garages may encroach into required front
yards up to ten (10) feet. Front facing garages
are permitted to extend to the front fagade of the
main structure, but may not encroach into the
required front yard.
D. Minimum Floor Space. . Each dwelling constructed on a Type D
Lot shall contain a minimum of two thousand, six hundred
(2,600) square feet of floor space. Floor space shall include
4925945v.2 124777 00010 Exhibit C - 25
air-conditioned floor areas, exclusive of porches, garages,
patios, terraces or breezeways attached to the main dwelling
E. Height. The maximum height for structures on Type D Lots shall
be forty-five (45) feet.
F. Driveways. Driveways fronting on a street on Type D Lots shall
be constructed of the following materials: concrete, brick
pavers, stone, interlocking pavers, stamped concrete, or
concrete with stone or brick border.
G. Exterior Surfaces.
i. The exterior facades of a main building or
structure, excluding glass windows and doors,
shall be constructed of one hundred (100)
percent masonry. Cementitious fiber board is
considered masonry, but may only constitute
fifty (50) percent of the area for stories other
than the first story. However, cementitious 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.
Cementitious fiber board may also be used for
architectural features, including window box -
outs, bay windows, roof dormers, garage door
headers, columns, chimneys not part of an
exterior wall, or other architectural features
approved by the Building Official.
ii. The surface area of windows surrounded
completely by brick may be included within the
computation of the exterior brick, brick veneer,
stone, or stone veneer wall area of a residence.
Address Plaque. A cast stone address plaque is
required for each Type D Lot. The style of the
cast stone address plaque shall be uniform
throughout each section of development.
iv. Chimneys. On Type D Lots, all exposed
portions of the fire breast, flu and chimney shall
be clad in cementitious lap siding, brick, stone
or stucco. Chimneys located on an exterior wall
must be 100% brick or stone.
4925945v.2 12477T00010 Exhibit C - 26
V. Stucco. Stucco on structures on Type D Lots
shall be traditional 3-coat process cement plaster
stucco.
vi. EIFS. EIFS (Exterior Insulating and Finish
Process) is not allowed on structures on Type D
Lots.
H. Windows. All window framing will on structures on Type D Lots
shall be bronzed, cream, sand or white anodized aluminum,
vinyl or wood.
i. Window shutters may be used on structures on
Type D Lots. Window shutters shall be painted,
stained wood, or fiberglass.
ii. No reflective window coverings or treatments
shall be permitted.
I. Roofing.
i. Structures constructed on the Type D Lots shall
have a composition, slate or tile roof.
ii. The color of the composition roof must appear
to be weathered wood shingles, black or slate,
unless such other color is approved by the
Director of Development Services.
Composition roof shingles must be laminated
and have a minimum warranty of 30 years.
iv. The main roof pitch of any structure shall have a
minimum slope of 10" in 12". Pitch ends shall
be 100% guttered.
]. Garages.
i. Homes shall have a minimum of two (2) car
garages but no more than four (4). No carports
shall be permitted.
d. Homes with three (3) or four (4) garages shall
not have more than two (2) garage doors facing
the street.
Garage doors shall be constructed of metal or
wood.
4925945v.2 124777 00010 Exhibit C - 27
K. Plate Height. Each structure on a Type D Lot shall have a
minimum principal plate height of 10' on the first floor.
L. Fencing. No fence, wall or hedge on a Type D Lot shall exceed
eight (8) feet in height or be less than four (4) feet in height
unless otherwise specifically required by the Town of Prosper.
All Type D Lots backing or siding to Open
Space shall have a decorative metal fence
abutting to said open space.
ii. All other fencing shall be constructed of cedar,
board on board with a top rail, and shall be
supported with galvanized steel posts. A
common fence stain color as well as fence detail
shall be established for the community by the
developer.
No fencing shall extend beyond a point ten feet
(10') behind the front wall plane of the structure
into the front yard.
M. Landscaping.
i. A minimum of nine (9) caliper inches of trees
shall be planted on all Type D Lots.
ii. A minimum of two (2) three inch (3") caliper
trees shall be located in the front yard.
iii. Corner lots adjacent to a street shall plant (1)
additional tree in the side yard.
iv. Trees shall be a minimum of three caliper inches
(3") as measured at 1 foot above grade.
V. The front, side and rear yard must be irrigated
by a programmable irrigation system and
sodded with grass.
N. Mailboxes. Mailboxes on a Type D Lot shall be consistent with
the theme for the street and with the materials of the home on
the respective lot.
O. Satellite Dishes. Satellite dishes, limited to eighteen inches (18")
in diameter or smaller, mounted below the ridgeline on the
roof, and not in public view from the front of the home are
permitted on Type D Lots.
4925945v.2 12477T00010 Exhibit C - 28
P. Air Conditioners. No window or wall air conditioning units will
be permitted on structures on Type D Lots. Outside
condensing units (compressors) which are not located within a
privacy fenced area shall be screened by shrubbery save and
except access and service space to the condensing units which
may not be visible from the street.
Q. Plan Elevations. On Type D Lots, plan elevations shall alternate
every four (4) homes on the same side of a street and every
three (3) homes on opposite sides of the street. Illustrative
examples of the elevations and floor plans for Type D .Lots are
attached hereto as Exhibit 111-1-41'
.
R. Accessory Structures. Accessory structures used as a garage, a
garage apartment, or guest house, will be allowed.
Accessory structures shall be subject to the
same exterior construction and architectural
standards as the main dwelling.
ii. Accessory structures shall be separate from the
main dwelling by a minimum of ten (10) feet,
have a minimum rearyard setback of ten (10)
feet, and a minimum sideyard setback of eight
(8) feet.
4925945v.2 124777:00010 Exhibit C - 29
TABLE I
Lot Type A
Lot Type B
Lot Type C
Lot Type D
Min. permitted lot
8,000 sq. ft
9,000 sq. ft.
10,500 sq. ft
12,500 sq. ft.
sizes
Max. permitted
750
1,100
1,100
550
number of lots
Min. Front Yard
25 ft.
25 ft.
25 ft.
25 ft.
Min. Side Yard
8 ft. (14'/2' on
8 ft. (14'/2' on
8 ft. (14'/2' on
8 ft.
courtyard option)
courtyard option)
courtyard option)
Corner Lot
15 ft.
15 ft.
15 ft.
15 ft.
Key Lot
25 ft.
25 ft.
25 ft.
25 ft.
Min. Rear Yard
25 ft. (10' on
25 ft. (10' on
25 ft. (10' on
25 ft.
courtyard option for
courtyard option for
courtyard option for
no more than 75
no more than 110
no more than 110
Type A lots)
Type B lots)
Type C lots)
Max. building
40 ft.
40 ft.
45 ft.
45 ft.
Height
Max. Lot Coverage
55%
50%
45%
45%
Min. Lot Width
60 ft.
70 ft.
80 ft.
90 ft.
Min. Lot Depth
100 ft.
100 ft.
110 ft.
125 ft.
Min. Dwelling Area
1,900 sq. ft.
2,100 sq. ft.
2,300 sq. ft.
2,600 sq. ft.
3. Mixed -Use Tract
a. Definition: The term `Mixed -Use' as applied to the Mahard Ranch Development
shall include residential and non-residential land uses integrated vertically or
horizontally along the property facing U.S. Highway 380 in a walkable, vibrant
market driven neighborhood, giving residents the opportunity to live, work and
shop in the same community. The architecture of the mixed -use portion of the
development will blend with the surrounding residential neighborhood's style.
Non-residential uses include retail, restaurants and office. Retail uses are
primarily intended to supply the community with everyday convenience goods
and services and shall occur on the ground level of stand alone or integrated
buildings. Office shall include neighborhood service oriented professional,
financial, and medical uses and may occupy ground and/ or upper level building
space. Residential land uses are intended to supply attached housing product
helping act as a buffer between the more intense retail and office uses along U.S.
Highway 380 and the less intense suburban single family residential product to
the north. Principal uses may include town homes and multi -family
(condominiums, live/ work loft residential, and luxury apartments). However, it
4925945v.2 124777'00010 Exhibit C - 30
is acknowledged that all or a portion designated as the Mixed Use Tract may
develop solely for retail or office uses. It is intended in these standards to provide
the flexibility to develop either a multiple use project or traditional retail
development.
b. Alternative Development Standards. Property within the Mixed Use Tract may
be developed solely for retail uses. The Mixed Use Tract development standards
provide two sets of standards that allow for a pedestrian -oriented multiple use
development (Section 2.3) or, in the alternative, traditional retail development
(Section 2.4).
C. Mixed -Use Development Standards (pedestrian -oriented): A
maximum of 250 acres of mixed -use development is permitted on the Properties
generally located between U.S. Highway 380 and the collector street (see Exhibit
`B'). Development standards for a mixed -use development for this area within the
development are described below.
a. Permitted Uses. The following uses are permitted within the "Mixed
Use" area. : Uses followed by an S are permitted by Specific Use Permit.
Uses followed by a C are permitted subject to conditional development
standards. Conditional development standards are set forth in Chapter 3,
Section 1 of the Town's Zoning Ordinance.
• Accessory Building
• Administrative, Medical, or Professional Office
• Antenna and/or Antenna Support Structure, Commercial S
• Antenna and/or Antenna Non -Commercial, attached to
buildings or water towers (stand -above towers are
prohibited) C
• Antique Shop and Used Furniture
• Artisan's Workshop
• Assisted Care or Living Facility S
• Athletic Stadium or Field, Private S
• Athletic Stadium or Field, Public
• Bank, Savings and Loan, or Credit Union
• Beauty Salon/Barber Shop
• Bed and Breakfast Inn
• Beer & Wine Package Sales C
• Building Material and Hardware Sales, Minor
• Building Material and Hardware Sales, Major
• Business Service
• Caretaker's/Guard's Residence
• Civic/Convention Center
• Commercial Amusement, Indoor
• Community Center
• Convenience Store with Gas Pump C
4925945v.2 124777 00010 Exhibit C - 31
• Convenience Store without Gas Pump
• Day Care Center, Adult S
• Day Care Center, Child S
• Drug Stores/Pharmacies
• Duplicating Centers, Mailing Services, Etc
• Dry Cleaning, Minor
• Farmer's Market
• Financial Institutions
• Fraternal Organization, Lodge, Civic Club, Fraternity, or
Sorority
• Furniture, Home Furnishings and Appliance Store
• Garage Apartment
• Gas Pumps C
• Golf Course and/or Country Club
• Governmental Office
• Gymnastics/Dance Studio
• Health/Fitness Center
• Helistop S
• Home Occupation C
• Homebuilder Marketing Center
• Hospital
• Hotel C
• House of Worship
• Independent Living Facilities
• Laboratory, Medical and Dental.
• Insurance Office
• Locksmith/Security System Company
• Massage Therapy, Licensed
• Mini-Warehouse/Public Storage S
• Motel S
• Multifamily Dwelling (only within the Mixed Use
pedestrian alternative)
• Municipal Uses
• Museum/Art Gallery
• Nursery, Major S
• Nursery, Minor
• Optical Stores — Sales and Services
• Office/Showroom
• Park or Playground
• Pet Day Care
• Post Office Facilities
• Print Shop, Minor
• Private Club S
• Private Recreation Center
4925945v.2 12477T00010 Exhibit C - 32
• Private Street Development S
• Private Utility, Other Than Listed
• Retirement Housing
• Research and Development Center
• Recycling Collection Point
• Residence Hotel C
• Restaurant or Cafeteria C
• Restaurant, Drive In/ Drive-Thru
• Retail Stores and Shops
• Retail'Service Incidental Use
• Retirement Housing
• School, Private or Parochial
• School, Public
• Single Family Dwelling, Attached(Townhome)
• Stealth Antenna, Commercial
• Studio Dwelling
• Temporary Building C
• Theater, Neighborhood
• Theater, Regional
• Veterinarian Clinic and/or Kennel, Indoor
• Winery
b. Multifamily Uses: Multi -family units shall be allowed within the mixed
use area. A maximum of three hundred, (300) multifamily units shall be
allowed within the Mixed Use Tract. If portions of the designated Mixed
Use Tract are developed with multi -family residential housing types, they
shall be developed in accordance with the following criteria:
A. Required Parking: Parking requirements for multi -family
development shall be two spaces per one -bedroom unit, two
spaces per two -bedroom unit, two and one-half spaces per
three -bedroom unit and one-half space per each additional
bedroom per unit. One (1) enclosed parking space per unit will
be provided as part of the multi -family unit configuration.
Enclosed parking will consist of an attached or detached garage
or parking structure screened from public view.
B. Exterior Facade Building Materials: All buildings within a
multifamily development shall have an exterior finish of stone,
stucco, brick, tile, concrete, glass or similar materials or any
combination thereof. The use of cementitious fiber board as a
primary exterior building material shall be limited to a
maximum of fifteen percent of the total exterior wall surfaces.
All exterior finishes of buildings within a multifamily
4925945v.2 124777'00010 Exhibit C - 33
development shall have a minimum of ten percent (10%) stone
accents.
C. Controlled Access: All multi -family developments that contain
limited gated access shall locate all gate controls, card pads and
intercom boxes in driveway islands in a manner that provides a
minimum of one hundred (100) feet of stacking distance from
the gate. Such driveway islands shall also contain a break that
allows for vehicular u-turn movements back onto a public
street.
C. Townhouse Uses: Townhouse units shall be allowed within the mixed use
area or single family area as a buffer between non-residential and single
family development. A maximum of three hundred (300) townhouse units
shall be allowed. Townhouse units constructed in Single Family
Residential Tract do not count against the maximum lot count of 3,500
single family lots. If portions of the designated mixed -use area are
developed with townhouse residential housing types, they shall be
developed in accordance with the following criteria:
A. Required Parking: Parking requirements for townhouse
development shall be two spaces per one -bedroom unit, two
spaces per two -bedroom unit, two and one-half spaces per
three -bedroom unit and one-half space per each additional
bedroom per unit. Two (2) enclosed parking spaces per unit
will be provided as part of the townhouse unit configuration.
Enclosed parking will consist of an attached or detached garage
or parking structure screened from public view.
B. Exterior Facade Building Materials: All buildings within a
townhouse development shall have an exterior finish of stone,
stucco, brick, tile, concrete, glass or similar materials or any
combination thereof. The use of cementitious fiber board as a
primary exterior building material shall be limited to a
maximum of fifteen percent of the total exterior wall surfaces.
All exterior finishes of buildings within a townhouse
development shall have a minimum of ten percent (10%) stone
accents.
C. Controlled Access: All townhouse developments that contain
limited gated access shall locate all gate controls, card pads and
intercom boxes in driveway islands in a manner that provides a
minimum of one hundred (100) feet of stacking distance from
the gate. Such driveway islands shall also contain a break that
allows for vehicular u-turn movements back onto a public
street.
4925945v.2 124777'00010 Exhibit C - 34
d. Residential development standards: Development shall be in accordance
with the following table:
Residential Product Type
Multi -family not on
Development Requirement
Townhouse
the second story of
other uses
Max. Gross Density
10.0 du/ac
15.0 du/ac
Min. Lot Area
1,000 sq. ft.
1 acre.
Min. Lot Width
20'
100,
Min. Lot Depth
50'
150'
Min. Front Setback
0'
205'
Min. Rear Setback
20'
20"
Min. Side Setback (interior lot)
0'
20'
Min. Side Setback (corner lot)
15'
255'
Max. Lot Coverage
80%
70%
Min. Floor Area / Dwelling Unit
1,200 sq. ft.
650 sq. ft.
Max. Building Height / No. of stories'
48' / 3-
48' / 3
Min. Open Space
20%
30%
' Multifamily setbacks include:
a. Fifty (50) feet for one (1) or two (2) story structures adjacent to
property lines with a single family residential use.
b. One hundred and fifty (150) feet for three (3) story structures
adjacent to property lines with a single family residential use.
2 The maximum height of any building within 60 feet of a property line
with a single family residential use shall be 36 feet or 2 stories.
e. Non-residential uses
A. Required Parking: The total parking required shall be the sum of
the specific parking space requirement for each use included
within the Mixed Use Tract as required by Zoning Ordinance
No. 05-20 as it is in effect on the date the approval of this
Agreement or as amended.
B. Exterior Facade Building Materials: All main buildings shall have
an exterior finish of stone, stucco, brick, tile, concrete, glass or
similar materials or any combination thereof. Cementitious
fiber board may only be used as an accent material subject to
10% of a fagade.
C. Commercial and Retail development standards: Development
regulations for development within the Mixed Use Tract are
intended to allow mixed use development consisting of
vertically and horizontally integrated retail, office, service and
residential uses. Typically referred to as "new urbanism" -style
development, this type of development is characterized by
4925945v.2 124777 00010 Exhibit C - 35
pedestrian -scaled development offering multiple services and
amenities with unique landscape and streetscape design.
Development for non-residential land uses shall conform to the
following:
i. Floor Area: The allowable floor area of
buildings within the mixed -use area shall be
unlimited, provided that all conditions described
herein are met.
ii. Lot Area: There is no minimum lot area.
Lot Coverage: In no case shall the combined
areas of the main buildings and accessory
buildings cover more than 900r0
of the total lot
area. Parking facilities shall be excluded from
lot coverage computation.
iv. Lot Width: There is no minimum lot width.
V. Lot Depth: There is no minimum lot depth.
vi. Front Yard: The minimum depth of the front
yard shall be ten (10) feet
vii. Side Yard: No side yard is required unless
vehicular access is provided/required, in which
case the side yard shall have a depth of not less
than twelve feet.
A twenty -four -foot minimum side yard shall be
provided where fire lane access is required and
wherever a vehicular access/fire lane easement
is not available on the adjoining property.
viii. Rear Yard: No rear yard is required unless
vehicular access is provided/required, in which
case the rear yard shall have a depth of not less
than twelve feet.
A twenty -four -foot minimum rear yard shall be
provided where fire lane access is required and
wherever a vehicular access/fire lane easement
is not available on the adjoining property.
ix. Building Height: Buildings shall be a maximum
of five (5) stories, not to exceed seventy (70)
feet in height. Architectural features, parapets,
4925945v.2 124777'00010 Exhibit C - 36
mechanical equipment, chimneys, antennas and
other such architectural projections may extend
above this height limit.
X. Pad Sites. There is no limit on the number of
pad sites within the Mixed Use Tract for retail
uses provided each pad site must satisfy the
Area Requirements.
f. Architectural.
A. Maximum Building Len tg h -- Buildings shall not be longer than
550 feet without an unconnected physical separation of 25 feet
between another building.
B. Building Articulation -- All buildings should be designed to
emphasize a "base, mid -section, and top." Facades facing
public and private streets and extending greater than one
hundred (100) feet in length shall incorporate wall plane
recesses having a minimum depth of at least three (3) percent
of the length of the facade. Recesses shall comprise at least
twenty-five percent (25%) of the length of the facade. No
uninterrupted length of a facade shall exceed fifty (50) feet in
length.
C. Roof Line Articulation -- Variations in roof lines shall be used to
add interest and reduce the scale of large buildings. Roof
features shall complement the character of the overall
development and shall have at least one of the following
features:
• Parapets concealing flat roofs and rooftop equipment
from public view. The average height shall not exceed
15% of the height of the supporting wall. Parapets shall
feature three dimensional cornice treatment.
• Overhanging eaves, extending no less than three (3)
feet past the supporting walls
• Supporting roofs that do not exceed the average height
of the supporting walls with an average slope no greater
than 3:1 slope.
• Roof dormers interrupting the eave line.
D. EXTERIOR OF BUILDINGS
Facades -- All facades oriented toward rights -of -
ways, drives or public spaces shall have no less
than three of the following elements:
4925945v.2 12477T00010 Exhibit C - 37
■ Overhangs
■ Canopies or Porticos
■ Recesses/Projections
■ Arcades
■ Raised corniced parapets over the entrance
■ Peaked roof forms
■ Arches
■ Outdoor patios
■ Display windows
■ Integral planters that incorporate landscaped
areas or seating areas
g. PARKING AREAS
A. Surface parking lots shall be screened from streets through the use
of screening or liner development such as townhome, live -
work, and loft office units. Parking garages may not be visible
from streets on more than 2 sides of each block. Beyond these
two sides, a development liner (such as loft residential, office,
etc.) shall be constructed to shield the garage from view.
B. Surface Parking Perimeter Screening— All surface parking lots
shall be screened from street view. Such screening shall take
the form of 3 foot, 7-gallon plantings of dense evergreen hedge
at time of installation measured above the grade of the parking
lot.
C. Landscape Medians — All surface parking lots shall have a
landscape median strip with a minimum width of 6 feet
incorporated into the parking lot design to separate the parking
area and drive aisle with direct connection to the street. 1 tree
shall be planted for every 35 linear feet of median.
h. SERVICE AND EQUIPMENT AREAS. Service areas are zones and
loading docks where servicing of the site takes place and include wall-,
ground- or roof -mounted mechanical or equipment areas.
A. Placement of Service Areas — Service areas shall (i) not front or be
visible from a street, and shall be placed within the building
envelope they serve; or (ii) follow the screening requirements
below. Dumpsters and trash enclosures be placed within a
building's envelope, and no service areas be placed where they
are visible from US Highway 380, Gee Road or Fields Road.
Loading areas must not be located closer than fifty (50) feet to
any single-family lot or public right-of-way, unless wholly
within an enclosed building.
4925945v.2 124777 00010 Exhibit C - 38
B. Service Area Screening -- Off-street loading and service areas
must be placed at the side or rear of buildings and shall be
screened in conformity with the requirements of the Zoning
Ordinance.
C. Service Area Screening Design — In general, the design of all
service area screening shall be complementary to the design of
the building it serves in terms of its material and color.
D. Roof -Mounted Equipment Screening— All roof -mounted
equipment shall be screened from public view through the use
of design features that complement the building they serve in
terms of material and color.
i. FENCING
A. Fencing Length and Height -- The maximum length of a fence
shall be fifty (50) feet without a break of thirty (30) feet. No
fencing shall be above three (3) feet in height.
B. Fencing Material -- All fencing must be wrought iron or decorative
steel.
j. SITE LANDSCAPING
A. Street Trees — Street trees shall be planted at an average of thirty
(30) feet on -center across each block face and three and one-
half (3 %) feet from the back of curb. These trees shall have a
minimum caliper of four (4) inches at installation, and shall not
be closer than ten (10) feet from a street lamppost. Street tree
material shall follow the recommendation of the Director of
Development Services, and shall generally follow the type of
canopy line created by red oak, live oak, etc. Street trees shall
use a consistent species along both sides of each block.
B. Tree Planters — Street trees shall be centered within five (5) foot by
ten (10) foot planters as leave -outs within the sidewalk and
screened with either a twelve (12) inch high ornamental steel
fence or brick turn -up edge. Planters shall also consist of
evergreen ground cover and perennial plantings. The street -
facing leading edge of all planters shall be placed one foot, six
inches (1.5 feet) from the face of the curb to allow clearance
for passenger car doors to open.
C. Prior to the issuance of a Certificate of Occupancy for any
building, structure or improvement, all landscaping must be
installed in accordance with the approved corresponding
landscaping plan.
4925945v.2 124777'00010 Exhibit C - 39
D. Street Lights - Street lights shall be located four (4) feet from face
of curb on average intervals of seventy-five (75) feet along all
block faces. The light fixtures shall be mounted ten (10) to
twelve (12) feet from the finished grade of the sidewalk and
shall be of metal halide type.
E. Bicycle Racks -Bicycle racks shall be provided on 150 foot
intervals of all block faces, clustering at street lamp or building
entry locations.
F. Litter Containers and Benches - Litter containers and benches
shall be provided on 150 foot intervals along all block faces
and clustered at street lamp or building entry locations.
d. Mixed -Use Development Standards (Traditional Retail). Retail
development within the Mixed Use Tract is intended predominately for heavy
retail, service, light intensity wholesale and commercial uses, but excluding
warehousing uses. The nature of uses in this District has operating characteristics
and traffic service requirements generally compatible with typical office, retail,
and some residential environments. Uses in this District may require open, but
screened, storage areas for materials. In the event all or a portion of the Mixed
Use Tract is developed solely for retail uses (i.e. not a mixed use development)
then the development for retail uses shall conform to the following standards:
a. Size of Yards:
1. Minimum Front Yard: thirty (30) feet.
2. Minimum Side Yard:
a. Fifteen (15) feet adjacent to a nonresidential district. The
minimum side yard setback may be eliminated for attached retail
buildings on separate lots as shown on an approved site plan.
b. Thirty (30) feet for a one (1) story building adjacent to a
residential district and sixty (60) feet for a two (2) story building
adjacent to a residential district.
C. Thirty (30) feet adjacent to a street.
3. Minimum Rear Yard:
a. Fifteen (15) feet adjacent to a nonresidential district. The
minimum side yard setback may be eliminated for attached retail
buildings on separate lots as shown on an approved site plan.
b. Thirty (30) feet for a one (1) story building adjacent to a
residential district and sixty (60) feet for a two (2) story building
adjacent to a residential district.
b. Size of Lots:
1. Minimum Size of Lot Area: Ten thousand (10,000) square feet.
4925945v.2 124777 00010 Exhibit C - 40
2. Minimum Lot Width: One hundred (100) feet.
3. Minimum Lot Depth: One hundred (100) feet.
C. Maximum Height: Two (2) stories, no greater than forty (40) feet.
d. Lot Coverage: Fifty (50) percent.
e. Floor Area Ratio: Maximum 0.5:1.
f. Permitted Uses : Uses followed by an S are permitted by Specific Use
Permit. Uses followed by a C are permitted subject to conditional
development standards. Conditional development standards are set forth in
Chapter 3, Section 1 of the Town's Zoning Ordinance:
• Accessory Building
• Administrative, Medical, or Professional Office
• Antenna and/or Antenna Support Structure, Commercial C
• Antenna and/or Antenna Support Structure, Non -Commercial C
• Antique Shop and Used Furniture
• Artisan's Workshop
• Assisted Care or Living Facility S
• Athletic Stadium or Field, Private S
• Athletic Stadium or Field, Public
• Auto Parts Sales, Inside
• Automobile Paid Parking Lot/Garage
• Automobile Parking Lot/Garage
• Automobile Repair, Major S
• Automobile Repair, Minor
• Automobile Sales, Used S
• Automobile Sales/Leasing, New S
• Bank, Savings and Loan, or Credit Union
• Beauty Salon/Barber Shop
• Bed and Breakfast Inn
• Beer & Wine Package Sales C
• Bottling Works
• Building Material and Hardware Sales, Major
• Building Material and Hardware Sales, Minor
• Bus Terminal C
• Business Service
• Cabinet/Upholstery Shop
• Caretaker's/Guard's Residence
• Cemetery or Mausoleum S
• Civic/Convention Center
• College, University, Trade, or Private Boarding School
• Commercial Amusement, Indoor
• Commercial Amusement, Outdoor S
• Community Center
4925945v.2 124777 00010 Exhibit C - 41
• Convenience Store with Gas Pumps C
• Convenience Store without Gas Pumps
• Dance Hall S
• Day Care Center, Adult S
• Day Care Center, Child C
• Day Care Center, Incidental S
• Dry Cleaning, Minor
• Equipment and Machinery Sales and Rental, Minor
• Fairgrounds/Exhibition Area S
• Farm, Ranch, Stable, Garden, or Orchard
• Farmer's Market
• Feed Store
• Flea Market, Inside
• Flea Market, Outside S
• Fraternal Organization, Lodge, Civic Club, Fraternity, or Sorority
• Furniture Restoration
• Furniture, Home Furnishings and Appliance Store
• Gas Pumps C
• General Manufacturing/Industrial Use Complying with Performance
Standards S
• Golf Course and/or Country Club
• Governmental Office
• Gunsmith
• Gymnastics/Dance Studio
• Health/Fitness Center
• Homebuilder Marketing Center
• Hospital
• Hotel C
• House of Worship
• Indoor Gun Range S
• Insurance Office
• Limited Assembly and Manufacturing Use Complying with Performance
Standards
• Locksmith/Security System Company
• Machine Shop
• Massage Therapy, Licensed
• Mini-Warehouse/Public Storage S
• Mobile Food Vendor C
• Mortuary/Funeral Parlor
• Motel C
• Motorcycle Sales/ Service S
• Municipal Uses Operated by the Town of Prosper
• Museum/Art Gallery
• Nursery, Major S
• Nursery, Minor
• Office and Storage Area for Public/Private Utility
4925945v.2 124777 00010 Exhibit C - 42
• Office/ Showroom
• Office/Warehouse/Distribution Center
• Open Storage (subject to Chapter 4, Section 5 of the Zoning Ordinance)
• Park or Playground
• Pawn Shop
• Pet Day Care C
• Print Shop, Major S
• Print Shop, Minor
• Private Club
• Private Recreation Center
• Private Utility, Other Than Listed
• Recreational Vehicle Sales and Service, New/Used S
• Recreational Vehicle/Truck Parking Lot or Garage S
• Recycling Collection Point
• Rehabilitation Care Institution S
• Research and Development Center C
• Residence Hotel C
• Restaurant or Cafeteria
• Restaurant, Drive In
• Retail Stores and Shops
• Retail/Service Incidental Use
• School District Bus Yard C
• School, Private or Parochial
• School, Public
• Sewage Treatment Plant/Pumping Station S
• Small Engine Repair Shop
• Stealth Antenna, Commercial C
• Storage or Wholesale Warehouse S
• Taxidermist
• Telephone Exchange
• Temporary Building C
• Theater, Neighborhood
• Theater, Regional
• Trailer Rental S
• Transit Center S
• Truck Sales, Heavy Trucks S
• Utility Distribution/Transmission Facility S
• Veterinarian Clinic and/or Kennel, Indoor
• Veterinarian Clinic and'or Kennel, Outdoor
• Water Treatment Plant S
• Winery
4. Parkland
a. Parkland shall consist of the following types:
i. Neighborhood Park,
4925945v.2 124777'00010 Exhibit C - 43
ii. Open space,
iii. Community Park containing a minimum of fifty (50) acres, and
b. The schedule for providing Parkland shall be as follows:
Neighborhood Park: The Neighborhood Parks shall be dedicated to
the Town for public use and constructed simultaneously with the
construction of the Public Improvements contained within the
platted area in which the Neighborhood Parks is'are located.
Developer shall, after consultation with the Town, use reasonable
efforts to situate Neighborhood Parks adjacent to School Areas,
with the specific location being subject to approval by the Town,
which may not be unreasonably withheld, delayed, condition or
denied.
ii. Open Space: Open Space identified on a General Development
Plan shall be dedicated to the Town for public use, or reserved for
private use by Developer, upon the earlier of. (A) within a
reasonable period of time after receiving a written request by the
Town for such dedication or reservation, such request being based
upon the Park Plan in accordance with the General Development
Plan wherein such Open Space is located; or (B) upon recordation
of a final plat in which such Open Space is located, provided
Developer owns the Open Space to be dedicated or reserved. If
Developer is not the owner of the Open Space to be dedicated or
reserved, the Owners shall, unless otherwise required herein, be
required to comply with such requirements as set forth in the
Subdivision Ordinance when the Properties, or portions thereof,
develop.
iii. Community Park: Within three (3) years from the Effective Date,
the Community Park shall be dedicated to the Town upon the
earlier of (A) within ninety (90) days of receiving a written
request by the Town for such dedication; or (B) at the time the
adjacent streets are dedicated to the Town provided Developer
owns the land identified as the Community Park; provided,
however, the Parties agree that the Community Park dedication
shall be in cooperation with and furtherance of the Town's overall
park grant efforts. Notwithstanding anything to the contrary
herein, if the Developer has not dedicated the Community Park by
the time prescribed in the preceding sentence, Owners as
applicable, shall dedicate, at absolutely no cost to the Town, the
Community Park within three (3) months of a written request by
the Town for such dedication. Town shall be fully responsible for
4925945v.2 124777'00010 Exhibit C - 44
Maintenance Obligations of the Community Park upon the Town's
acceptance of the dedication. The Town will, within a reasonable
time, after receiving the proposed conveyance instrument, provide
the Developer and/or Owner, as applicable, written notice of the
Town's acceptance of the dedicated Community Park.
C. Parkland reserved for private use shall be owned and maintained by a
homeowners association, or other entity, and made available to owners, tenants,
residents, occupants and members within the Properties and to their guests and
invitees.
d. Permitted uses within the Parkland are active and passive recreation uses
including, but not limited to the following:
• trails,
• playfields,
• game courts,
• golf courses,
• nature centers,
• outdoor education centers,
• community gardens, and
• trail amenities.
5. General Requirements for the Mahard Ranch.
a. Conformance with the Town's Zoning Ordinance and Subdivision Ordinance:
Except as otherwise set forth in these Development Regulations, the regulations
of the Town's Zoning Ordinance and Subdivision Ordinance shall apply.
b. Amenities: The intent of these development standards regarding the provision of
amenities is for an integration of built and natural elements working together as a
system that provides for the active and passive recreational needs of the Mahard
Ranch community specifically and of the Town of Prosper generally. The
distribution of natural beauty throughout the development, exemplified by mature
trees and areas of rolling topography, provides the opportunity for a community -
wide trail punctuated with nodes of built improvements such as pocket parks. In
this way, neighborhood is linked to neighborhood and the Mahard Ranch
community is linked to the Town.
To help preserve the open character of the Town of Prosper, it is the intent of
these development standards that a significant amount of natural open space,
particularly amid the floodplain and other sensitive land, be set aside to provide
additional open space for Mahard Ranch and for the Town. Design elements in
4925945v.2 124777 00010 Exhibit C - 45
these areas should support non -programmed passive recreational activities such
as walking and picnicking.
C. Development Plan: A Conceptual Development Plan is hereby attached (Exhibit
"B") and made a part of these development standards. It establishes the most
general guidelines for the district by identifying the project boundaries, land use
types, approximate thoroughfare locations, R.O.W. dedication, roads and
illustrates the integration of these elements into a master plan for the whole
district.
d. Maintenance of Facilities: The Developers shall establish a Homeowner's
Association. (HOA) for single family residential areas and a Property Owner's
Association ("POA") for mixed use areas, in which membership is mandatory for
each lot, and that will be responsible for operation and maintenance of all
common areas and/or common facilities contained within the area of the
respective residential or mixed use development or adjacent Right -of -Way
(ROW). The HOA or POA will be created with Phase 1 and each subsequent
phase shall be annexed into the association or a separate HOA/POA may be
created for each respective phase at the Developer's discretion. Upon completion
of fifty percent (50%) buildout of any phase of residential development and
creation of the corresponding HOA, the Developer shall provide that all HOA
Boards have an advisory position to be filled by individual homeowners residing
within the corresponding phase. Prior to transfer of the ownership to the HOA or
POA, all specified facilities shall be constructed by the Developer and approved
by the Town. The Developer shall provide the Town a mandatory HOA/POA
agreement that will be recorded in the deed records of Denton County, Texas. In
lieu of the HOA and POA, the Town and Developer may elect to create another
entity to undertake the same responsibilities of the HOA or POA.
6. Definitions. The definitions of the Town's Zoning Ordinance shall apply to these
regulations except as otherwise amended herein. For purposes of these Development
Regulations, the following terms shall have the following meaning:
"Masonry" shall mean stone, stucco, brick, tile, concrete, glass or similar materials or any
similar material approved by the Town's Director of Development Services.
"Independent Living Facilities" means a facility containing dwelling units, accessory
uses and support services specifically designated for occupancy by persons 55 years of
age or older, in accordance with the housing for older persons provisions of the Federal
Fair Housing Act of 1988 (42 U.S.C. section 3607 et seq.), as amended, who are fully
ambulatory or who require no medical or personal assistance or supervision. The
dwelling units may consist of either multifamily, single-family detached or attached
residences, or a combination of such uses.
4925945v.2 124777 00010 Exhibit C - 46
4925945v.2 124777'00010 Exhibit C - 47
E' XHIBIT " D"
Development Regions
I.See attached solo page]
Nreannexation Aereement (Mahard) Page 52 of 55
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EXHIBIT "C"
Utility Plan
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Preanne.xatinn Agreement (Mahard) Page 53 al'55
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