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03.25.2008 Town Council PacketI TOWN OF SPER 1. Call to Order / Roll Call. 2. Invocation and Pledge of Allegiance. AGENDA Regular Meeting of the Prosper Town Council Prosper Middle School - Library 605 E. Seventh Street, Prosper, Texas Tuesday, March 25, 2008 at 6:00 p.m. 3. Announcements of dates and times of upcoming community events. PRESENTATIONS 4. Presentation of a proclamation for Town Lake cleanup. CONSENT AGENDA (Items placed on the Consent Agenda are considered routine in nature and are considered non -controversial. The Consent Agenda can be acted upon in one motion. A majority vote of the Council is required to remove any item for discussion and separate action. Council members may vote nay on any single item without comment and may submit written comments as part of the official record.) 5. Consent Agenda MINUTES a. Consider and act upon minutes from the following Council meetings. (MD) • March 10, 2008 — Joint Town Council / PISD Board Meeting • March 11, 2008 — Regular Town Council Meeting ORDINANCES, RESOLUTIONS. AND AGREEMENTS b. Consider and act upon an ordinance granting a Specific Use Permit (SUP) for a mini -warehouse on 5.4f acres (Prosper Commons, Block A, Lot 2), located on the east side of Prosper Commons Boulevard, 250f feet south of Richland Boulevard. (S08-1). (CC) C. Consider and act upon an ordinance rezoning 2,120.5f acres, located on the north side of U.S. 380 and the west side of Fields Road, from Agricultural (A) to Planned Development -Single Family/Mixed Use/Retail (PD-SF/M/R). (Z08-1). (CC) FINANCIALS d. Consider and act upon the financial statements ending February 29, 2008. (RB) CITIZEN'S COMMENTS (The public is invited to address the Council on any topic. However, the Council is unable to discuss or take action on any topic not listed on this agenda. Please complete a "Public Comments Form" and present it to the Town Secretary prior to the meeting.) 6. Other Comments by the Public. REGULAR AGENDA (If you wish to address the Council during the regular agenda portion of the meeting, please fill out a "Speaker Request Form" and present it to the Town Secretary prior to the meeting. Citizens wishing to address the Council for items listed as public hearings will be recognized by the Mayor. Those wishing to speak on a non-public hearing related items will be recognized on a case -by -case basis, at the discretion of the Mayor and Town Council.) Page 1 of 3 DEPARTMENT ITEMS 7. Consider and act upon 1) approval of an Engineering Services Agreement with Dowdey, Anderson & Associates, Inc., regarding the Prosper Trail Improvements (Dallas North Tollway to Preston Road) and 2) adopt a resolution authorizing the Town Manager to execute the same. (HW) 8. Consider and act upon 1) approval of an Engineering Design Services Agreement with RLK Engineering, Inc., regarding the First Street Improvements (Preston Road to Coit Road) and Coit Road Improvements (First Street to US 380) and 2) adopt a resolution authorizing the Town Manager to execute the same. (HW) 9. Consider and act upon 1) approval of a Professional Services Changer Order #1 with RLK Engineering, Inc., regarding the Highland Meadows Drainage Improvements and 2) adopt a resolution authorizing the Town Manager to execute the same. (HW) 10. Consider and act upon 1) a Park Development Agreement between Whitley Place Homeowners' Association, Inc., and the Town of Prosper and 2) a resolution authorizing the Town Manager to execute the same. (WH) 11. Consider and act upon 1) an Escrow/Reimbursement/Facilities Maintenance Agreement between Whitley Place Homeowners' Association, Inc., and the Town of Prosper and 2) a resolution authorizing the Town Manager to execute the same. (WH) 12. Consider and act upon an ordinance adopting a Code of Ethics as required by the Town Charter. (ML) 13. Consider and act upon a resolution adopting the 2008 Prosper Street Project List. (F.n 14. Consider and act upon a resolution authorizing the purchase of a 2008 GMC Automatic Transmission from Rush Truck Centers of Texas LP in the amount of $94,716. (F.n 15. Discuss and give direction on possible 2008 Debt Issuance strategy. (ML) 16. Discuss and give direction regarding the potential lighting of the Town's new elevated water tank at the corner of First Street and Craig. (ML) EXECUTIVE SESSION 17. Recess into Closed Session in compliance with Section 551.001 et. seq. Texas Government Code, to wit: a. Section 551.087 to deliberate on economic development negotiations regarding the Gates of Prosper project. b. Section 551.074 to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee. 18. Reconvene into Regular Session and take any action necessary as a result of the Closed Session, including but not limited to, approving the development agreement between the Town and Blue Star Land. 19. Possibly direct Town Staff to schedule topic(s) for discussion at a future meeting. 20. Adjourn. Page 2 of 3 CERTIFICATION I, the undersigned authority, do hereby certify that this Notice of Meeting was posted on the inside window at the Town Hall of the Town of Prosper, Texas, a place convenient and readily accessible to the general public at all times, and said Notice was posted by the following date and time: Friday, March 21, 2008 at 5:00 p.m. and remained so posted at least 72 hours before said meeting was convened. Denton,*tthew D. Town Secretary Date Noticed Removed In addition to any specifically identified Executive Sessions, Council may convene into Executive Session under Section 551 of the Texas Government Code at any point during the open meeting to discuss any item posted on this agenda. The Open Meetings Act provides specific exceptions that require that a meeting be open. Should Council elect to convene into Executive Session, those exceptions will be specifically identified and announced. Any subsequent action, as a result of this Executive Session, will be taken and recorded in open session. NOTICE OF ASSISTANCE AT PUBLIC MEETINGS: The Prosper Town Council Meetings are wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services such as Interpreters for persons who are deaf or hearing impaired, readers, or large print, are requested to contact the Town Secretary's Office at (972) 346-2640 or by FAX (972) 347-2111. BRAILLE IS NOT AVAILABLE. 111 a%%00 OF PRO sf, ya�Ae,,so >� ®v Aft e $ i p o O O � O S O do 8 4 • eo afp o I� eee0e .PO j �® �eeeeeeee ®� s,00/ee01111101ExA'S ®®®®®® Page 3 of 3 MINUTES PIR Joint Meeting of the Prosper Town Council and the OWN OF Prosper Independent School District Board SPE60Prosper Middle School - Library 5 E. Seventh Street, Prosper, Texas Monday, March 10, 2008 at 6:00 p.m. 1. Call to Order / Roll Call. The meeting was called to order at 6:02 p.m. Roll call was taken by the Town Secretary. Council present included: Mayor Charles Niswanger, Mayor Pro-Tem David Bristol, Deputy Mayor Pro-Tem Turley, Kenneth Dugger, Mike Wadsworth, and Ray Smith. ,,i!lfllili,, '11, Staff present included: Mike Land, Town Manager and Matthew D. Denton, Town Secretary. School Board present included: Dan Tolleson, Johnny Warren, David Toney, Wayn Bernstien and Daniel Jones. School Board staff present included: Drew Watkins, School Superintendent. 2. Discuss any upcoming Prosper Independent School District and Town sponsored events. The Council and the Board discussed the World Cafe which will be held on March 29, 2008 at the High School Cafeteria. 3. Discuss current and future zoning and development activities and infrastructure projects within the Town, including, but not limited to: Forest City Development. The Council and the Board discussed the development activity within the Town and how it will affect PISD. 4. Discuss current and future plans for the acquisition, development, and/or construction of Prosper Independent School District facilities. 5. Discuss the status of current and future joint projects of the Prosper Independent School District and the Town, including, but not limited to: a. Park site adjacent to the PISD stadium site; b. Future park/school sites; c. Tennis courts at the future school sites; d. Shared administration operations; e. Town/PISD World Cafe — March 29th The Council and Board discussed current and future joint projects. 6. Adjourn Motioned by Councilmember Wadsworth, seconded by Deputy Mayor Pro-Tem Turley to adjourn. Motion approved 6-0. The meeting was adjourned at 6:50 p.m. Attest: Matthew D. Denton, TRMC Town Secretary Charles Niswanger, Mayor II IIII II I��IIj IIIIIIIIIIII p IIIII��III IT( TOWN OF S PE 1. Call to Order / Roll Call. The meeting was called to order at 6:10 p.m. Roll call was taken by the Town Secretary. MINUTES Regular Meeting of the Prosper Town Council Prosper Middle School - Library 605 E. Seventh Street, Prosper, Texas Tuesday, March 11, 2008 at 6:00 p.m. Council present included: Mayor Charles Niswanger, Mayor Pro-Tem David Bristol, Deputy Mayor Pro-Tem Dave Turley, Kenneth Dugger, and Mike Wadsworth. Staff present included: Mike Land, Town Manager; Chris Copple, Senior Planner; Wade Harden, Senior Planner; Kirk McFarlin, Police Chief; Dan Tolleson, Executive Director of the Economic Development Corporation; and Matthew Denton, Town Secretary. 2. Invocation and Pledge of Allegiance. The Invocation was given by Meigs Miller. Mayor Niswanger led the Pledge of Allegiance. �II�II I+Ili+jlllhll�,,,,. IIIIIII) 1 IIIII IIIII IIIIIII�II 3. Announcements of dates and times of upcoming community events. ,��'+ Illlilllll I11 I►. IllhiullL►��,. Mike Land announced the World Cafe which will be on March 29`h at the Prosper High School Cafeteria. CONSENT AGENDA 41I'IIIIII "1 IM '11III I 4. Consent Agenda IIIII ,III+�II�'I IIIII ,,�+ 111�I�1111111 Ii�r. Igpl Illllli�illlllll►��..III MINUTES III��II+i+Illlllllllll,lllllll�Ill��,. Illllll�lli�. a. Consider and act upon minutes from the following Council meetings. (MD) • February 26, 2007 — Regular Town Council Meeting ORDINANCES, RESOLUTIONS, AND AGREEMENTS b. An update on the Town's sports fields and/or the construction of future sports fields. (WH) C. Consider and act upon an ordinance for the voluntary annexation of approximately 2106.592 acres of land being more generally located north of Hwy 380 and west of Fields Road. (MD) d. Consider and act upon an ordinance for the voluntary annexation of approximately 27.149 acres of land being more generally located east of Good Hope Road and 1600'+ north of Hwy 380. (MD) Motioned by Deputy Mayor Pro-Tem Turley, seconded by Councilmember Dugger to approve the consent agenda. Motion approved 5-0. Page 1 of 4 CITIZEN'S COMMENTS 5. Other Comments by the Public. There were no comments by the public. REGULAR AGENDA PUBLIC HEARINGS 6. A public hearing to consider and act upon a request for a Specific Use Permit (SUP) for a mini - warehouse on 5.4t acres (Prosper Commons, Block A, Lot 2), located on the east side of Prosper Commons Boulevard, 250f feet south of Richland Boulevard. (508-1). (CC) Chris Copple, Senior Planner, gave council background information on this item. Motioned by Councilmember Dugger, seconded by Deputy Mayor Pro-Tem Turley to open the pubic hearing. Motion approved 5-0. ,II'' Mayor Niswanger opened the public hearing at 6:19 p.m. Michael Beaty, Moreland Development, answered questions for council regarding the project. Motioned by Councilmember Wadsworth, seconded by Councilmember Dugger to close the public hearing. Motion approved 5-0. ,,,,,,,,,,,,,,iiiI f Mayor Niswanger closed the public hearing at 6:22 p.m. III�IIIIII�,I �I�I�II Motioned by Mayor Niswanger, seconded by Councilmember Wadsworth to approved item number 6. Motion approved 5-0. i,� l .•.�u��q� II 7. A public hearing to consider and act upon a request to rezone 2,120.5f acres, located on the north side of U.S. 380 and the west side of Fields Road, from Agricultural (A) to Planned Development - Single Family/Mixed Use/Retail (PD-SF/M/R). (Z08-1). (CC) Chris Copple, Senior Planner, gave council background information on this item. Motioned by Deputy Mayor Pro- em Turley, seconded by Councilmember Dugger to open the public hearing. Motion approved 5-0. Mayor Niswanger opened the public hearing at 6:24 p.m. David Blum, Forest City Land Group, answered questions for council. Motioned by Councilmember Dugger, seconded by Councilmember Wadsworth to close the public hearing. Motion approved 5-0. Mayor Niswanger closed the public hearing at 6:25 p.m. Motioned by Councilmember Wadsworth, seconded by Councilmember Dugger to approve the requested zoning as Planned Development -Single Family/Mixed Use/Retail (PD-SF/M/R). Motion approved 5-0. Page 2 of 4 DEPARTMENT ITEMS 8. Consider and act upon a resolution authorizing the Town Manager to enter into a Letter of Agreement with Arthur and Karie Dalton for the Subdivision of three lots located in the southwest quadrant of the intersection of Prosper Trail and Robinson Creek. (ML) Mike Land, Town Manager, gave council background information on this item. The council took no action on this item. 9. Discuss and update Town Council on Town's planning efforts of sports facilities and receive input from the community. (WH) ,,,,,,, Mike Land, Town Manager, gave council background information on this item. Wade Harden, Senior Planner, also provided background information to counci Scott Scher, 981 Woodview, spoke in favor of more sport fields. Lloyd Mills, 490 Cloudview, spoke in favor of more sports fields. i�I�III) Brian Griffitt, 1661 Blue Forest Dr., spoke in favor of more sports fields. U1111l, Council discussed with staff and the public the Town's planning efforts for additional sports fields. 10. Consider and act upon a change order to Halff Associates, Inc., for the 2007 Parks, Recreation and Open Space Master Plan Project. (WH) Wade Harden, Senior Planner, gave council background information on this item. Motioned by Councilmember Wadsworth, seconded by Deputy Mayor Pro-Tem Turley to reject Change Order Number One as requested by Halff Associates. Motion approved 5-0. �+Il��l�1i111�111, ��"°°�IgIiIIIIII�Ni��ll 11. Consider and act on a resolution approving the Town's Annexation Plan in accordance with Section 43.052 of the Texas Local Government Code. (ML) Mike Land, Town Manager, gave council background information on this item. Motioned by Mayor Niswanger, seconded by Councilmember Wadsworth to approve the Annexation Plan. Motion approved 5-0. 12. Consider and act upon 1) a Professional Surveying Services Agreement with Spiars Engineering and 2) a Resolution authorizing the Town Manager to execute the same. (CC) Chris Copple, Senior Planner, gave council background information on this item. Motioned by Councilmember Dugger, seconded by Deputy Mayor Pro-Tem Turley to approve a Professional Surveying Services Agreement with Spiars Engineering and a resolution authorizing the Town Manager to execute the same. Motion approved 5-0. Page 3 of 4 13. Discuss and act upon an ordinance establishing a new curfew for juveniles under the age of 17 years. (KM) Kirk McFarlin, Police Chief, gave council background information on this item. Motioned by Councilmember Wadsworth, seconded by Mayor Pro-Tem Bristol to approve the ordinance as drafted with the following change: Change the time for Saturday and Sunday to 12:00 a.m. Motion approved 5-0. 14. Discuss and give direction to HOK for the Gateway Enhancement Project. (NM) Kirk Milliken, HOK, gave a presentation of possible gateway enhancements for Prosper. Council discussed the proposed enhancements and gave direction regarding the future of the project. Mayor Niswanger left the meeting at 7:53 p.m. EXECUTIVE SESSION 15. Recess into Closed Session in compliance with Section 551.001 et. seq. Texas Government Code, to wit: Section 551.087 to deliberate on economic development negotiations regarding the Gates of Prosper project. 16. Possibly direct Town Staff to schedule topic(s) for discussion at a future meeting. Deputy Mayor Pro-Tem Turley asked that the shortage of baseball fields be addressed at a future meeting. Mayor Pro-Tem Bristol asked that the drainage issues on the eastern side of Brittney Way be addressed at a future meeting. f'lllliu��ugll��I�Ij+ 17. Adjourn. I .,,�III�I�Iilll�lll,,. ihlM Motioned by Deputy Mayor Pro-Tem Turley, second by Councilmember Dugger to adjourn. Motion approved 4-0. �nilll��111�I .,,��III,IIIi�IIIIIIIB►I''' The meeting was adjourned at 8:30 p.m.1111) 11111 alN�il�ll,,. N(flii►, .,� Attest: Matthew D. Denton, TRMC Town Secretary Charles Niswanger, Mayor Page 4 of 4 f PLANNING p TOWN SPER To: Mayor and Town Council From: Chris Copple, Senior Planner Cc: Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer Re: Town Council Meeting — March 25, 2008 Date: March 19, 2008 Agenda Item: Consider and act upon an ordinance granting a Specific Use Permit (SUP) for a mini -warehouse on 5.4t acres (Prosper Commons, Block A, Lot 2), located on the east side of Prosper Commons Boulevard, 250t feet south of Richland Boulevard. (S08-1). Description of Agenda Item: At the March 11, 2008 meeting, the Town Council approved Specific Use Permit request S08-1 by a vote of 5-0. Budget Impact: There are no significant budget implications associated with the approval of this zoning request. Legal Obligations and Review: Zoning Ordinance 05-20 requires that the Town Council hold a public hearing before approving a SUP request and adopting an ordinance granting a SUP. A public hearing has been held and the Town Council approved the SUP. The ordinance has been prepared. Review of the ordinance by the Town Attorney is not required. Attached Documents: 1. The Ordinance granting a SUP for mini -warehouse is attached. Town Staff Recommendation: Town staff recommends the Town Council adopt the attached ordinance granting a Specific Use Permit (SUP) for a mini -warehouse on 5.4t acres (Prosper Commons, Block A, Lot 2), located on the east side of Prosper Commons Boulevard, 250t feet south of Richland Boulevard. (S08- 1). Agenda Item No. 5b — Page 1 of 1 TOWN OF PROSPER, TEXAS ORDINANCE NO. 08-_ AN ORDINANCE AMENDING PROSPER'S ZONING ORDINANCE NO. 05.20; GRANTING A SPECIFIC USE PERMIT (SUP) FOR MINI-WAREHOUSE/PUBLIC STORAGE, LOCATED ON A TRACT OF LAND CONSISTING OF 5.415 ACRES, MORE OR LESS, SITUATED IN THE H. JAMISON SURVEY, ABSTRACT 480, IN THE TOWN OF PROSPER, COLLIN COUNTY, TEXAS; DESCRIBING THE TRACT TO BE REZONED; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the "Town Council') has investigated and determined that Zoning Ordinance No. 05-20 should be amended; and WHEREAS, the Town of Prosper, Texas ("Prosper") has received a request from Mooreland Fund III 380 Comm Office, L.P. ("Applicant') for a Specific Use Permit (SUP) to allow for mini-warehouse/public storage on a tract of land zoned Commercial (C), consisting of 5.415 acres of land, more or less, situated in the H. Jamison Survey, Abstract 480, in the Town of Prosper, Collin County, Texas, and being particularly being described in Exhibit "A", attached hereto and incorporated herein for all purposes; and WHEREAS, the Town Council has investigated into and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required to grant a Specific Use Permit (SUP) have been given in the manner and form set forth by law, public hearings have been held and all other requirements of notice and completion of such procedures have been fulfilled; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to rezone this property as set forth below. TEXAS: NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, SECTION 1: Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2: Specific Use Permit Granted. Zoning Ordinance No. 05-20 is amended as follows: Applicant is granted a Specific Use Permit (SUP) to allow the operation of a mini-warehouse/public storage on a tract of land zoned Commercial (C), consisting of 5.415 acres of land, more or less, situated in the H. Jamison Survey, Abstract 480, in the Town of Prosper, Collin County, Texas, and being particularly being described in Exhibit "A", attached hereto and incorporated herein for all purposes as if set forth verbatim. The property shall develop in compliance with the conditions expressly stated in the site plan, attached hereto as Exhibit "B", the conditions expressly stated in the landscape exhibit, attached hereto as Exhibit "C", and the conditions expressly stated in the conceptual fagade plan, attached hereto as Exhibit "D", which is incorporated herein for all purposes as if set forth verbatim. Except as amended by this Ordinance, the development of the Property within this Specific Use Permit (SUP) shall comply fully with the requirements of all ordinances, rules, and regulations of the Town of Prosper, as they currently exist or may be amended. Three original, official and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. Two (2) copies shall be filed with the Town Secretary and retained as original records and shall not be changed in any matter. b. One (1) copy shall be filed with the Building Inspector and shall be maintained up-to-date by posting thereon all changes and subsequent amendments for observation, issuing building permits, certificates of compliance and occupancy and enforcing the zoning ordinance. Reproduction for information purposes may from time -to -time be made of the official zoning district map. Written notice of any amendment to this District shall be sent to all owners of properties within the District as well as all properties within two hundred feet (200') of the District to be amended. SECTION 3: No Vested Interest/Repeal. No developer or property owner shall acquire any vested interest in this Ordinance or in any other specific regulations contained herein. Any portion of this Ordinance may be repealed by the Town Council in the manner provided for by law. SECTION 4: Unlawful Use of Premises. It shall be unlawful for any person, firm or corporation to make use of said premises in some manner other than as authorized by this Ordinance, and shall be unlawful for any person, firm or corporation to construct on said premises any building that is not in conformity with the permissible uses under this Zoning Ordinance. SECTION 5: Penalty. Any person, firm, corporation or business entity violating this Ordinance or any provision of Prosper's Zoning Ordinance No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day's violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 6: Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. SECTION 7: Savings/Repealing Clause. Prosper's Zoning Ordinance No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8: Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS ON THIS 25t' DAY OF MARCH, 2008. APPROVED AS TO FORM: Charles Niswanger, Mayor ATTESTED TO AND CORRECTLY RECORDED BY: Matthew Denton, Town Secretary DATE OF PUBLICATION: . Dallas Morning News — Collin County Addition ISR PLANNING PPE To: Mayor and Town Council From: Chris Copple, Senior Planner Cc: Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer Re: Town Council Meeting — March 25, 2008 Date: March 19, 2008 Agenda Item: Consider and act upon an ordinance rezoning 2,120.5t acres, located on the north side of U.S. 380 and the west side of Fields Road, from Agricultural (A) to Planned Development -Single Family/Mixed Use/Retail (PD-SF/M/R). (Z08-1). Description of Aaenda Item: At the March 11, 2008 meeting, the Town Council approved zoning case Z08-1 by a vote of 5-0. Budget Impact: There are no significant budget implications associated with the approval of this zoning request. Legal Obligations and Review: Zoning Ordinance 05-20 requires that the Town Council hold a public hearing before approving a zoning request and adopting an ordinance rezoning property. A public hearing has been held and the Town Council approved the zoning case. The ordinance has been prepared. Review of the ordinance by the Town Attorney is not required. Attached Documents: 1. The Ordinance rezoning the property is attached. Town Staff Recommendation: Town staff recommends the Town Council adopt the attached ordinance rezoning 2,120.5t acres, located on the north side of U.S. 380 and the west side of Fields Road, from Agricultural (A) to Planned Development -Single Family/Mixed Use/Retail (PD-SF/M/R). Agenda Item No. Sc - Page 1 of 1 TOWN OF PROSPER, TEXAS ORDINANCE NO. 08- AN ORDINANCE AMENDING PROSPER'S ZONING ORDINANCE NO. 05.20; REZONING A TRACT OF LAND CONSISTING OF 2,120.536 ACRES, MORE OR LESS, SITUATED IN THE C. SMITH SURVEY, ABSTRACT NO. 1681, THE J. BATES SURVEY, ABSTRACT NO. 1620, THE L. SAILING SURVEY, ABSTRACT NO. 1675, THE H.P. SAILING SURVEY, ABSTRACT NO. 1628, THE M.E.P. & P. RR SURVEY, ABSTRACT NO. 1476, THE 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.1369, THE P.R. RUE SURVEY, ABSTRACT NO.1555, THE J. TETTER SURVEY, ABSTRACT NO. 1262, THE L. NETHERLY SURVEY, ABSTRACT NO. 962, THE B. RUE SURVEY, ABSTRACT NO. 1113, THE A. ROBERTS SURVEY, ABSTRACT NO.1115, THE R. YATES SURVEY, ABSTRACT NO. 1538, THE L. RUE SURVEY, ABSTRACT NO. 1110, THE H. RUE SURVEY, ABSTRACT NO. 1111, AND THE J. MORTON SURVEY, ABSTRACT NO. 793, IN THE TOWN OF PROSPER, DENTON COUNTY, TEXAS, HERETOFORE ZONED AGRICULTURAL (A) IS HEREBY REZONED AND PLACED IN THE ZONING CLASSIFICATION OF PLANNED DEVELOPMENT -SINGLE FAMILY/MIXED USE/RETAIL (PD-SF/M/R); DESCRIBING THE TRACT TO BE REZONED; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town Council of the Town of Prosper, Texas (the "Town Council") has investigated and determined that Zoning Ordinance No. 05-20 should be amended; and WHEREAS, the Town of Prosper, Texas ("Prosper") has received a request from Forest City Land Group ("Applicant") to rezone 2,120.536 acres of land, more or less, more particularly described in Exhibit "A" attached hereto, situated in the Town of Prosper, Denton County, Texas; and WHEREAS, the Town Council has investigated into and determined that the facts contained in the request are true and correct; and WHEREAS, all legal notices required for rezoning have been given in the manner and form set forth by law, and public hearings have been held on the proposed rezoning and all other requirements of notice and completion of such zoning procedures have been fulfilled; and WHEREAS, the Town Council has further investigated into and determined that it will be advantageous and beneficial to Prosper and its inhabitants to rezone this property as set forth below. TEXAS: NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, SECTION 1: Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2: Amendments to Zoning Ordinance No. 05-20. Zoning Ordinance No. 05-20 is amended as follows: The zoning designation of the below -described property containing 2,120.536 acres of land, more or less, situated in the Town of Prosper, Denton County, Texas, (the "Property") and all streets, roads and alleyways contiguous and/or adjacent thereto is hereby rezoned as Planned Development -Single Family/Mixed Use/Retail (PD- SF/M/R). The property as a whole and the boundaries for each zoning classification are more particularly described in Exhibit "A" attached hereto and incorporated herein for all purposes as if set forth verbatim. The development plans, standards, and uses for the Property in this Planned Development District shall conform to, and comply with 1) the statement of intent and purpose, attached hereto as Exhibit "B"; 2) the planned development standards, attached hereto as Exhibit "C"; 3) the concept plan, attached hereto as Exhibit "D"; 4) the development schedule, attached hereto as Exhibit "E"; 5) and the illustrative elevations and plans, attached hereto as Exhibit "F"; which are incorporated herein for all purposes as if set forth verbatim. Except as amended by this Ordinance, the development of the Property within this Planned Development District must comply with the requirements of all ordinances, rules, and regulations of Prosper, as they currently exist or may be amended. Three original, official and identical copies of the zoning exhibit map are hereby adopted and shall be filed and maintained as follows: a. Two (2) copies shall be filed with the Town Secretary and retained as original records and shall not be changed in any matter. b. One (1) copy shall be filed with the Building Official and shall be maintained up-to-date by posting thereon all changes and subsequent amendments for observation, issuing building permits, certificates of compliance and occupancy and enforcing the Zoning Ordinance. Reproduction for information purposes may from time -to -time be made of the official zoning district map. Written notice of any amendment to this Planned Development District shall be sent to all property owners within two hundred feet (200') of the specific area to be amended. SECTION 3: No Vested Interest/Repeal. No developer or property owner shall acquire any vested interest in this Ordinance or in any other specific regulations contained herein. Any portion of this Ordinance may be repealed by the Town Council in the manner provided for by law. SECTION 4: Unlawful Use of Premises. It shall be unlawful for any person, firm or corporation to make use of said premises in some manner other than as authorized by this Ordinance, and shall be unlawful for any person, firm or corporation to construct on said premises any building that is not in conformity with the permissible uses under this Zoning Ordinance. SECTION 5: Penalty. Any person, firm, corporation or business entity violating this Ordinance or any provision of Prosper's Zoning Ordinance No. 05-20, or as amended, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined any sum not exceeding Two Thousand Dollars ($2,000.00). Each continuing day's violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Prosper from filing suit to enjoin the violation. Prosper retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 6: Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. Prosper hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. SECTION 7: Savings/Repealing Clause. Prosper's Zoning Ordinance No. 05-20 shall remain in full force and effect, save and except as amended by this or any other Ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the appeal prevent a prosecution from being commenced for any violation if occurring prior to the repealing of the ordinance. Any remaining portions of said ordinances shall remain in full force and effect. SECTION 8: Effective Date. This Ordinance shall become effective from and after its adoption and publications as required by law. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS ON THIS 25TH DAY OF MARCH, 2008. APPROVED AS TO FORM: Charles Niswanger, Mayor ATTESTED TO AND CORRECTLY RECORDED BY: Matthew Denton, Town Secretary DATE OF PUBLICATION: . Dallas Moming News — Collin County Addition Exhibit A-] LEGAL DESCRIPTION 2106.592 ACRES 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.E.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. TETTER SURVEY, Abstract No. 1262, the L NETHERLY 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. 1110, the H. 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 File No. 2004-0063826 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. 20041-0024459 of the Real Property Records of Denton County, Texas, being part of the tract of land described in deed to Mahard 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.F. recorded in Denton County Clerk's File No. 2004-0014698 of the Real Property Records of Denton County, Texas, being a" of the tract, of land described in deed to Mahard 2003 Partnership, L.P. recorded in Denton County Clerk's File 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, L.P. recorded in Denton County Clerk'rj 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 land 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 of4e tract of land described In deed to Mahard Egg Farm, 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 Farm, Inc. recorded in Volume 1332, Page 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 Mahard recorded in Volume 1938, Page 931 of the Real Property Records of Der.ton 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: 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 88035'51" West, a distance of 3483.13 feet to a TXDOT monument found; North 46016'16" West, a distance of 83.68 feet to a fence post In the east tine of Good Hope Road (no dedication recordation found); THENCE with said east line and along a fence, North 00'2546" West, a distance of 1453.36 feet to a fence comer 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 88'56'49" East, a distance of 1435.64 feet to a 3/8" iron rod found for comer, THENCE with the east line of said 25.44 acre tract, North 00'30'13" West, a distance of 819.11 feet to a 1/2" iron rod found for comer; THENCE with the north line of said 25.44 acre tract, South 39*35'17" West, a distance of 1430.32 feet to a 5/8" iron rod set with a plastic cap stamped "KHA" (hereinafter called 5/8" iron rod set) for corner in the east line of said Good Hope Road: THENCE with said east line, North 00008'13" 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 with the south line of said Reeves tract, North 89014'55" East, a distance of 940.90 feet to a 5/8" iron rod set for comer; THENCE with the east 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 88059'28" East, a distance of 815.80 feet to a 1/2" iron rod found for comer; THENCE leaving said south line, North 00006'59" 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 I T76.99 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 Hope 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; 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 45°50'38" 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 Judy Gee recorded in Volume 3130, Page 794 of the Real Property Records of Denton County, Texas, part of the way, South 89°33'35" West, a distance of 1098.63 feet to a fence comer found; THENCE along a fence, North 12040'03" 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; THENCE 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 59057'10" West, a distance of 66.21 feet to a 5/8" iron rod set for corner, North 27°15'28" 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 comer, South 17*11'21" West, a distance of 12.96 feet to a 5/8" iron rod set for corner; North 65*16'52" West, a distance of 66.04 feet to a 518" iron rod set for the northerly most comer 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 31°55'38" West, a distance of 494.24 feet to a 5/8" iron rod set for comer, 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 °27'22" West, a distance of 302.61 feet to a 5/8" Iron rod set for the northeast comer 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 of 241.29 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 comer, South 73°29'27" East, a distance of 67.00 feet to a 5/8" iron rod set for comer, North 22°20'38" East, a distance of 41.52 feet to a 5/8" iron rod set for corner; South 75*57'16" East, a distance of 152.12 feet to a 1/2" iron rod found In the west line of said 106.26 acre tract; THENCE with said west line and along a fence part of the way, South 31 °27'22" West, a distance of 877.59 feet to a 5/8" iron rod set for corner In the north right-of-way line of said U.S. Highway No. 380 THENCE with said north right-of-way line, North 88°48'55" 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-R0091793 of the Real Property Records of Denton County, Texas; THENCE with the east lines of said Hansel tract, the following courses and distances to wit: North 08056'01" East, a distance of 240.78 feet to a 5/8" iron rod set for comer; North 55059'01" East, a distance of 132.20 feet to a 5/8" iron rod set for corner; South 20018'01" West, a distance of 155.70 feet to a 5/8" iron rod set for corner; South 80049'59" East, a distance of 88.40 feet to a 5/8" Iron rod set for corner; North 45°13'01" East, a distance of 261.10 feet to a 5/8" iron rod set for corner, South 62015'59" East, a distance of 216.20 feet to a 5/8" iron rod set for comer, North 15004'01" East, a distance of 184.70 feet to a 5/8" iron rod set for corner; North 56001'01" East, a distance of 183.40 feet to a 5/8" iron rod set for comer; North 18°07'01" East, a distance of 197.90 feet to a 5/8" iron rod set for corner, North 73°19'59" 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, Texas; THENCE with the east lines of said 107.57 acre tract, the following courses and distances to wit: North 29°02'03" East, a distance of 67.81 feet to a 5/8" iron rod set for corner; North 22004'26" East, a distance of 710.31 feet to a Corp of Engineers monument found; North 33000'31" East, a distance of 221.33 feet to a Corp of Engineers monument found; North 58030'15" West, a distance of 249.63 feet to a Corp of Engineers monument found for the southeast comer of a 43.07 acre tract of land described in deed to Billy Jeter recorded in Volume 2125, Page 729 of the Real Property Records of Denton County, Texas; THENCE with the east lines of said 43.07 acre tract, the following courses and distances to wit: North 07055'24" East, a distance of 669.72 feet to a 5/8" Iron rod set for corner, South 7502416" 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 35034'01" 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; 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 File No. 94-R0031655 of the Real Property Records of Denton County, Texas, the following courses and distances to wit: North 01'07'34" East, a distance of 278.92 feet to a 5/8" iron rod found; North 01'04'49" East, a distance of 510.59 feet to a Corp of Engineers monument found; North 00'57'07" West, a distance of 149.86 feet to a Corp of Engineers monument found; North 00'06'44" 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 comer found in the east 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, Page 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*17'21" East, a distance of 1389.64 feet to a 5/8" iron rod set for corner; North 03'32'47" West, a distance of 929.90 feet to a 5/8" iron rod set for corner, South 85'47'35" West, a distance of 228.77 feet to a 1/2" iron rod found for corner; North 02*06'10" East, a distance of 1767.38 feet to a 3/8" iron rod found for corner, South 88*23'11" East, a distance of 1111.78 feet to a 5/8" iron rod set for in the west line of a 319.00 acre tract of land described in deed to Sammy Carey reccrded in Volume 2336, Page 5411 of the Real Property Records of Denton County, Texas; THENCE with said west line, South 00'10'32" West, a distance of 125.32 feet to a 5/8" 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.S. Allen recorded in Volume 375, Page 395 of the Deed Records of Denton County, Texas, North 86-58'42" East, a distance of 2644.03 feet to a 1/2" iron rod found in the centerline of said Good Hope Road; THENr;E along said centerline, North 00'48'31" West, 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 Elope 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; THENt;E 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 00015'22" West, a distance of 1726.79 feet to a 5/8" iron rod set for an ell comer 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* 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 Corporati' recorded In Volume 5416, Page 3334 of Real Property Records of Denton County, Texas, and the south .,pie of a tract of land described in deed to Salvador Buentello recorded In Volume 2633, 13age 648 of the Real Property Records of Denton County, Texas, North 89042'25" 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); THENr,E along said centerline 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 comer, North 74005'38" East, a distance of 206.69 feet to a 5/8" iron rod set for comer, North 77°25'29" East, a distance of 112.34 feet to a 1/2" iron rod found for comer, North 01025'12" East, a distance of 17.04 feet to a 5/8" iron rod set for comer, THENCE 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 Jose Gutierrez recorded in Denton County Clerk's File 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 89°08'54" East, a distance of 1300.08 feet to a 1/2" iron rod found for comer; North 89007'58" East, a distance of 3455.35 feet to a 1/2" Iron rod found for the northwest comer of a 100 acre tract of land described in deed to RH-TWO, LP recorded in Denton County Clerk's File No. A.004-0086307 of the Real Property Records of Denton County, Texas; THENCE with the west line of said 100 acre tract, South 00040'06" 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 89024'09" West, a distance of 3412.04 fee: to a 1 2" iron rod found for corner; THENCE leaving said centerline, North 00°12'44" West, a distance of 16.61 feet to a 5/8" iron rod set in the north line of said Prosper Road; THENCE with said north line, South 89°49'30" West, a distance of 298.97 feet to a 5/8" iron rod set in the east fine of a 5 acre tract of land described in deed to Curtis McDaniel recorded in Volume 354, Page 271 of the Deed Records of Denton County, Texas; THENCE with the fines of the remainder of said 5 acre tract, the following courses and distances to wit: North 00°15'22" East, a distance of 214.38 feet to a 5/8" iron rod set for corner, South 89*47'16" West, a distance of 318.73 feet to a 518" iron rod set for corner, South 33*13'36" East, a distance of 218.94 feet to a 5/8" iron rod set for corner, 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 found); THENCE along said centerline, ti-e following 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 00008'41" East, a dist,'ince of 1196.19 feet to a 1/2" iron rod found for corner, South 00"19'01" East, a distance of 1051.65 feet to a 1/2" iron rod found for corner; South 00046'08" West, a distance of 705.12 feet to a 5/8" iron rod set for corner; South 20037'31" East, a distance of 96.22 feet to a 5/8" iron rod set for corner; South 28*15'33" East, a distance of 189.49 feet to a 3/8" iron rod found for corner; South 02006104" East, a distance of 1803.07 feet to a 1" iron rod found for corner; South 00006'17" East, a distance of 1284.69 fee: to a 5/8" iron rod set for corner; South 00006'37" West, a dis+ance of 1042.41 feet to a 518" iron rod set for corner; THENCE leaving the centerline o' said Fields Road, South 89*11'26" 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'ollowing courses and distances to wit: South 00°00'27" West, a dis'ance of 1396.62 feet to a fence comer, South 41023'46" West, a distance of 87.55 feet to the POINT OF BEGINNING and containing 2106.592 acres of land. Bearing system based North Cenral Zone of the Texas State Plane Coordinate System. SURVEYO:.- Gckiia ', ;;A';iCN To: Mahard 2003 Partnb ,;1,, L.P. Mahard Egg Farm, Inc. Ernest Mahard, Jr. Forest City Residential Group, Inc. Chicago Title Insurance Company GF# 699354-M This is to certify to Buyer, Seller, Lender and Title Insurer that this map or plat and the st irvey on which it is ba'sed were made in accordance with to a Category 1A, Condition III Survey in accordance to the current Manual of Practice for Land Surveying in the State of Texas, published by the Texas Society of Professional Surveyors (TSPS) evd in effect on the date of this certificaton. The undersigned further certifies to Buyer, Seller, Lender and Title Insurer that (a) this survey is true and correct and was made on the ground under my supervision as per the fia!d notes shown hereon and correctly shows the boundary lines and dimensions and area of the land Indicated hereon and each individual parcel thereof indicated hereon; (b) all monuments shown hereon actually exist, and the location, size and type of such monur.:.::s are correctly shown; (c) the subject Property described in this survey is the same land as described in the title commitment described below; (d) this survey and the informati 3n, courses and distances shown on the survey are correct; (e) this survey correctly shc.ws the size, location and type of all buildings, structures, other improvements and visible items on the subject Property that is within 25 feet of the boundary line and that all buildings are from aerial photos; (f) this survey correctly shows the location and dimens ons of.all alleys, streets, roads, rights -of -way, easements, building setback lines and other matters of record of which the undersigned has been advised affecting the subject Prcperty according to the legal description in such easements and other matters (with instrument, book, and page number indicated); (g) except as shown, there are no visible (1) Easements, rights -of -way, party walls, discrepanaes or conflicts, (2) party walls or encroachr rents onto adjoining premises, streets, or alleys by an, of said buildings or structures, (3) encroachments onto the subject Property by buildings, structures, or other improvements on adjoining premises, or (h) the subject Property Is adjacent to a dedicated public street or road as shown hereon; (i) if the subject Property consists of two or more parcels having common boundaries, those parcels are contiguous along the common bourdaries; 0) except as shown, no part of the Property is located in a 100-year Flood Plain or in an identified "flood prone area," as defined pursuant to the Flood Disaster Protecticn Act of 1973, as amended, as reflected by Flood Insurance Rate Panel # 48121 C0410 E and 48121 C0430 E dated April 2, * 1997, which such map panel covers the area in which the Property is situated and this survey correctly indicates the zone designation of any area as being In the 100-year Flood Plain or "flood prone area"; (k) the record description of the subject Property forms a mathematically closed figure; and The undersigned has received and examined a copy of the Title Insurance Commitment No. 44-903-90-699354, GF No. 699354-M issued by Title Insurer for the Property as well as a copy of each instrument listed therein, and the location of any matter shown thereon, to the extent it can be Iccated, has been shown on this survey. Only improvements with 25 feet of the perimeter boundary was field verified. Internal strcrctures shown from 2004 aerial photograph. Survey Date: July, 2005 Visibily Inspected July 13, 2006 Dana Brown, R.P.L.S. #5336 KIMLEY-HORN AND ASSOCIATES, INC. 9300 Wade Boulevard, Suite 320 Frisco, Texas 75035 Phone: (972) 335-3580 Fax: (972) 335-3779 vI ExhibitA-2 DESCRIPTION — TRACT ONE A tract of land situated within the J. Bates Survey, Abstract Number 1620, Denton County, Texas and being the some tract of land as conveyed to Nathan Goodlet, et ux by a deed filed for record in Volume 3329 at Page 820 of the Deed Records of Denton County, Texas. Said tract of land being more particularly described by metes and bounds as follows: Beginning at a 5/8" rebar with a cap marked "KHA" found on the monumented East right—of—way line 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. Mahard, 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 1/2" rebar in concrete found for a common corner of the tract of land herein described and a called 0.507 acre tract of land 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 1/2" 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 corner; Thence S 89'00'42" W, continuing along the aforementioned common boundary line, 151.50 feet to a 1/2" rebar in concrete found for a common corner on the monumented East right—of—way line of Good Hope Road; Thence N 00*02*39" W, along the aforementioned East right—of—way line, 176.63 feet to a 1/2" 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 89'21'12" 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 1/2" rebar in concrete found for a common corner; Thence N 00'05'33" W, continuing along the aforementioned common boundary line, 120.14 feet to a 1/2" rebar in concrete found for their common North corner on the South boundary line of a called 56.319 acre tract of land 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; Thence N 89'24'44" E, along the 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 i cap marked "KHA" found for a common corner; Thence S 00'28'43" E, continuing along the aforementioned common boundary line, 818.81 feet to a 1/2" rebar in concrete found for a common corner on the North boundary line of the obove—mentioned 100.00 acre tract; Thence S 88'55'33" 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 less. DESCRIPTION — TRACT TWO A tract of land situated within the J. Bates Survey, Abstract Number 1620, Denton County, Texas and being the some 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 land being more particularly described by metes and bounds as follows: Beginning at a 1/2" rebar in concrete found, on the monumented East right—of—woy line of Good Hope Road, for the Southwest corner of the tract of land herein described and a comer 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 86'19'09" E, along the common boundary line of the tract of land herein described and the atorementioned 25.6476' acre tract, 92.56 feet to a 1/2" rebar in concrete found for a corner; Thence N 04'18'50" W, 13.05 feet to a 3/8" rebar found for a corner; Thence N 86'13'43" E, 13.06 feet to a 1/2" rebar with a cap marked "RPLS 4967" set for a corner; Thence S 05'12'35" E, 13.07 feet to a 1/2" rebar in concrete found for a corner on the North boundary line of the above —mentioned 25.6576 acre tract of land; Thence N 86'19'09" E, along the aforementioned common boundary line, 56.54 feet to a 1/2" 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 1/2" rebar in concrete found for a common corner; Thence S 89'00'42" W, continuing along the aforementioned common boundary line, 151.50 feet to a 1/2" rebor in concrete found for a common corner on the above — mentioned East right-of—way line; Thence S 00'00'14" E, along the aforementioned East right-of—way 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. DESCRIPTION — TRACT THREE A tract of land situated within the J. Bates Survey, Abstract Number 1620, Denton County, Texas and being the some tract of land as conveyed to Nathan 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. Said tract of land being more particularly described by metes and bounds as follows: Beginning at a 1/2" rebor in concrete found, on the monumented East right-of—way line of Good Hope Road, for the Southwest corner of the tract of land herein described and a corner of a coiled 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 89'21'12" E, 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 1/2" rebar in concrete found for a commons corner; Thence N 00'05'33" W. continuing along the aforementioned common boundary line, 120.14 feet to a 1/2" rebor in concrete found for their common North corner on the South boundary line of a called 56.319 acre tract of land 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; Thence S 89'24'44" 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 1/2" rebar with a cap marked "RPLS 4967" set for ttheir common West corner on the above —mentioned East 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. DESCRIPTION — TRACT FOUR A tract of land situated within the J. Bates Survey, Abstract Number 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: Commencing, for a tie, at a 1/2" rebar in concrete, found on the monumented East right—of—way line of Good Hope Road, for the Southwest corner of a tract of land 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 from which a 1/2" rebar in concrete found for it's Northwest corner bears N 00'00'14" W, 145.68 feet; Thence N 86'19'09" E, 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 Goodlet tract, 13.05 feet to a 3/8" rebor found for a common corner; Thence N 86'13'43" E, continuing along the aforementioned common boundary line, 13.06 feet to a 1/2" rebar with a cap marked "RPLS 4967" set for a common corner; Thence S 0512'35" E, continuing along the aforementioned common boundary line, 13.07 feet to a 1/2" rebar in concrete found for a common comer; 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. Improvement Survey for (Reference Name): FC Prosper Partner Inc. Client: Republic Title of Texas, Inc. For Title Commitment by: Republic Title of Texas. Inc. GF # 06R36860 MK2 ONLY. Property Address: 1050 do 992 Good Hope Road NOTE: 1. The tracts of land surveyed and shown hereon may be subject to an undefinable easement to Denton County Electric Cooperative, Inc. as filed for record in Volume 403 at Page 85 of the Deed Records of Denton County, Texas. 2. The tracts of land surveyed and shown hereon are subject to an undefinable easement to Lone Star Gas Company as filed for record in Volume 146 at Page 388 of the Deed Records of Denton County, Texas. 3. The 8' Water Easement as filed in Volume 1230 at Page 355 of the Deed Records of Denton County, Texas is subject to an "Affidavit of Non —Use" as filed for record at County Clerk's Instrument Number 2006-148096 in the Deed Records of Grayson County, Texas. With reference to my copy of the Federal Emergency Management Agency Flood Insurance Rate Map for Denton County, Texas, Community Panel No. 48121 C-0430—E , Revised on 4 2 97 the subject property's scaled location lies within Flood Zone(s) A which IS designated a 100 year Special Flood Hazard Area. The above map may not include all Special Flood Hazard Areas and after a more detailed study the Special Flood Hazard Areas may be modified and other areas aaded. Localized flooding may occur someday due to changes in adjacent drainage patterns. I do hereby certify that this survey was made on the ground, under my direct supervision and the plat hereon is a true and correct representation of this property, said survey and plat meet the Minimum Standards for Land Surveying in the State of Texas; there are no visible conflicts, encroachments, overlapping of improvements or easements except as shown; all easements and other matters of record of which I have been advised, by the above commitment, are as shown hereon. Delta Land Surveying makes no representation as to the accuracy or completeness of said commitment. Lary W. Bus TX R.P.L.S. No. 4967 — NM R.P.S. No. 11398 �OF '.. . WIY W. BUSBY .. .... 4967 gn��% Save & Except A portion of Tract 3 Mahard 2003 Partnership, L.P. Being 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 Mahard 2003 Partnership, L.P., recorded in County Clerks File 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; THENCE North 89042'25" 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 comer 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 total distance of 1,545.14 feet to a 5/8" 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, having a radius of 1,206.88 feet, a central angle of 19032'21", and a chord bearing and distance of South 58053'46" West, 409.58 feet; THENCE in a southwesterly direction, along the present centerline of said Parvin 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 arc length of 411.57 feet; 2) South 49004'47" 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 34057'47", and a chord bearing 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 88037'42" 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 27036'35", and a chord bearing and distance of South 75008'34" West, 195.93 feet; 5) Along said curve to the left, an arc length of 197.83 feet to the east line of Good Hope Road (no record of dedication found), same being the most southerly southeast corner of said Bruce Jackson, et al tract; THENCE North 00015'22" West, along the most southerly east line of said Bruce Jackson, et al tract, a distance of 547.29 feet to the Place of Beginning and containing 575,223 square feet or 13.205 acres of land. Submittal Documents in Support of MAHARD RANCH (subject to name change prior to final approval) A Planned Development District in the Town of Prosper, Texas January 7, 2008 Revised January 23, 2008 Planned Development District - Mahard Ranch, Town of Prosper, Texas Page 1 of 84 TABLE OF CONTENTS Page EXHIBIT "A" - Legal Descriptions 3 EXHIBIT "B" - Statement of Intent and Purpose 14 EXHIBIT "C" - Development Standards 1. Amenity Program 15 2. Single -Family Residential 21 3. Mixed Use 41 4. General Requirements 55 EXHIBIT "D" - Concept Plan 58 EXHIBIT "E" - Development Schedule 59 EXHIBIT "F" - Illustrative Elevations and Plans 60 Planned Development District - Mahard Ranch, Town of Prosper, Texas Page 2 of 84 EXHIBIT "A" Legal Descriptions for Mahard Ranch Town of Prosper Texas 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.E.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. TETTER SURVEY, Abstract No. 1262, the L. NETHERLY 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. 1110, the H. 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 File No. 2004-0063826 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. 20041-0024459 of the Real Property Records of Denton County, Texas, being part of the tract of land described in deed to Mahard 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 File 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 File 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, L.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 land 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 Mahard Egg Farm, 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 Farm, Inc. recorded in Volume 1332, Page 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 Mahard 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: Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit `°A-1" Page 3 of 84 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" West, a distance of 3483.13 feet to a TXDOT monument found; North 46016'16" West, 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 east line and along a fence, North 00025'46" 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 88056'49" East, a distance of 1435.64 feet to a 3/8" iron rod found for corner; THENCE with the east line of said 25.44 acre tract, North 00030'13" West, 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 89035'17" West, a distance of 1430.32 feet to a 5/8" iron rod set with a plastic cap stamped "KHA" (hereinafter called 5/8" iron rod set) for comer in the east line of said Good Hope Road: THENCE with said east line, North 00008'13" 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 with the south line of said Reeves tract, North 89014'55" East, a distance of 940.90 feet to a 5/8" iron rod set for corner; THENCE with the east line of said Reeves tract, North 00040'52" 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 88059'28" East, a distance of 815.80 feet to a 1/2" iron rod found for corner; THENCE leaving said south line, North 00006'59" 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 89004'04" 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 Hope Road, South 00015'35" 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; THENCE with said north right-of-way line, the following courses and distances to wit: South 44002'02" West, a distance of 114.60 feet to a TXDOT monument found; South 88035'51" West, a distance of 2062.12 feet to a 5/8" iron rod set for corner; Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-1" Page 4 of 84 South 88°50'58" West, a distance of 100.00 feet to a 5/8" iron rod set for corner; 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 Judy Gee recorded in Volume 3130, Page 794 of the Real Property Records of Denton County, Texas, part of the way, South 89033'35" West, a distance of 1098.63 feet to a fence corner found; THENCE along a fence, North 12040'03" 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; THENCE 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*57'10" West, a distance of 66.21 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 79058'04" West, a distance of 116.69 feet to a 5/8" iron rod set for corner; South 17011'21" 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 31 °55'38" West, a distance of 494.24 feet to a 5/8" iron rod set for corner; South 57052'02" 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 °27'22" West, a distance of 302.61 feet to a 5/8" iron rod set for the northeast corner 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 of 241.29 feet to a 1/2" iron rod found for corner; South 21 °58'41 " West, a distance of 181.00 feet to a 5/8" iron rod set for corner; South 73029'27" East, a distance of 67.00 feet to a 5/8" iron rod set for comer; North 22020'38" East, a distance of 41.52 feet to a 5/8" iron rod set for comer; South 75057'16" East, a distance of 152.12 feet to a 1/2" iron rod found in the west line of said 106.26 acre tract; THENCE with said west line and along a fence part of the way, South 31 °27'22" West, a distance of 877.59 feet to a 5/8" iron rod set for corner in the north right-of-way line of said U.S. Highway No. 380 THENCE with said north right-of-way line, North 88048'55" 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas - Exhibit "A-1" Page 5 of 84 Taylor Hansel recorded in Denton County Clerk's File No. 94-R0091793 of the Real Property Records of Denton County, Texas; THENCE with the east lines of said Hansel tract, the following courses and distances to wit: North 08°56'01" East, a distance of 240.78 feet to a 5/8" iron rod set for corner; North 55059'01" East, a distance of 132.20 feet to a 5/8" iron rod set for corner; South 20018'01" West, a distance of 155.70 feet to a 5/8" iron rod set for corner; South 80049'59" East, a distance of 88.40 feet to a 5/8" iron rod set for comer; North 45013'01" East, a distance of 261.10 feet to a 5/8" iron rod set for corner; South 62015'59" 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 for corner; North 56001'01" East, a distance of 183.40 feet to a 5/8" iron rod set for corner; North 18007'01" East, a distance of 197.90 feet to a 5/8" 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 corner 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, Texas; THENCE with the east lines of said 107.57 acre tract, the following courses and distances to wit: North 29002'03" East, a distance of 67.81 feet to a 5/8" iron rod set for comer; North 22004'26" East, a distance of 710.31 feet to a Corp of Engineers monument found; North 33000'31" East, a distance of 221.33 feet to a Corp of Engineers monument found; North 58030'15" West, a distance of 249.63 feet to a Corp of Engineers monument found for the southeast corner of a 43.07 acre tract of land described in deed to Billy Jeter recorded in Volume 2125, Page 729 of the Real Property Records of Denton County, Texas; 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 75024'16" 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 35034'01" East, a distance of 531.05 feet to a Corp of Engineers monument found; North 02004'22" 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; 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 File No. 94-R0031655 of the Real Property Records of Denton County, Texas, the following courses and distances to wit: North 01 007'34" East, a distance of 278.92 feet to a 5/8" iron rod found; North 01 004'49" East, a distance of 510.59 feet to a Corp of Engineers monument found; North 00057'07" West, a distance of 149.86 feet to a Corp of Engineers monument found; North 00006'44" East, a distance of 1393.34 feet to a 1/2" iron rod found for corner; Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-1" Page 6 of 84 North 89*49'12" West, a distance of 505.03 feet to a fence corner found in the east 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 00050" 1" 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, Page 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 89017'21" East, a distance of 1389.64 feet to a 5/8" iron rod set for corner; North 03032'47" West, a distance of 929.90 feet to a 5/8" iron rod set for corner; South 85047'35" West, a distance of 228.77 feet to a 1/2" iron rod found for corner; North 02006'10" East, a distance of 1767.38 feet to a 3/8" iron rod found for corner; South 88*23'11" East, a distance of 1111.78 feet to a 5/8" iron rod set for in the west line 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 00010'32" West, a distance of 125.32 feet to a 5/8" 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 1/2" iron rod found in the centerline of said Good Hope Road; THENCE along said centerline, North 00048'31" West, 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 01 047'00" West, a distance of 935.34 feet to a 5/8" iron rod set for corner; North 00015'22" 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; 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 89042'25" 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 centerline and with the south line of said Buentello tract, the following courses and distances to wit North 70058'34" East, a distance of 76.26 feet to a 5/8" iron rod set for comer; North 74005'38" East, a distance of 206.69 feet to a 5/8" iron rod set for corner; Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-1" Page 7 of 84 North 77025'29" 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 comer; THENCE 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 Jose Gutierrez recorded in Denton County Clerk's File 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" East, a distance of 1300.08 feet to a 1/2" iron rod found for corner; North 89007'58" 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 RH-TWO, LP recorded in Denton County Clerk's File No. 2004-0086307 of the Real Property Records of Denton County, Texas; THENCE with the west line of said 100 acre tract, South 00040'06" 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 89024'09" West, a distance of 3412.04 feet to a 1/2" iron rod found for corner; THENCE leaving said centerline, North 00°12'44" West, a distance of 16.61 feet to a 5/8" iron rod set in the north line of said Prosper Road; THENCE with said north line, South 89049'30" West, a distance of 298.97 feet to a 5/8" iron rod set in the east line of a 5 acre tract of land described in deed to Curtis McDaniel recorded in Volume 354, Page 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 0001522" East, a distance of 214.38 feet to a 5/8" iron rod set for corner; South 89047'16" West, a distance of 318.73 feet to a 5/8" iron rod set for corner; South 33013'36" East, a distance of 218.94 feet to a 5/8" iron rod set for corner; South 72026'17" East, a distance of 198.56 feet to a 5/8" iron rod set in the centerline of Fields Road (no dedication recordation found); THENCE along said centerline, the following courses and distances to wit: South 00002'02" West, a distance of 1534.38 feet to a 5/8" iron rod set for corner; South 00008'41" East, a distance of 1196.19 feet to a 1/2" iron rod found for corner; South 00019'01" East, a distance of 1051.65 feet to a 1/2" iron rod found for corner; South 00046'08" West, a distance of 705.12 feet to a 5/8" iron rod set for corner; South 20037'31" East, a distance of 96.22 feet to a 5/8" iron rod set for comer; South 28015'33" East, a distance of 189.49 feet to a 3/8" iron rod found for corner; South 02006'04" East, a distance of 1803.07 feet to a 1" iron rod found for corner; South 0000617" East, a distance of 1284.69 feet to a 5/8" iron rod set for corner; South 00006'37" 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 89011'26" West, a distance of 21.20 feet to a 5/8" iron rod set in the west line of said Field Road; Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-1" Page 8 of 84 THENCE with said west line, the following courses and distances to wit: South 00000'27" West, a distance of 1396.62 feet to a fence corner; South 41°23'46" West, a distance of 87.55 feet to the POINT OF BEGINNING and containing 2106.592 acres of land. Bearing system based North Central Zone of the Texas State Plane Coordinate System. SAVE AND EXCEPT Being 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 Mahard 2003 Partnership, L.P., recorded in County Clerks File 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 corner of said Mahard 2003 Partnership, L.P. tract; THENCE North 89°42'25" 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 total distance of 1,545.14 feet to a 5/8" 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, having a radius of 1,206.88 feet, a central angle of 19032'21 ", and a chord bearing and distance of South 58053'46" West, 409.58 feet; THENCE in a southwesterly direction, along the present centerline of said Parvin 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 arc length of 411.57 feet; 2) South 49°04'47" 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 34057'47", and a chord bearing 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 88037'42" 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 27036'35", and a chord bearing and distance of South 75008'34" West, 195.93 feet; 5) Along said curve to the left, an arc length of 197.83 feet to the east line of Good Hope Road (no record of dedication found), same being the most southerly southeast corner of said Bruce Jackson, et al tract; THENCE North 00015'22" West, along the most southerly east line of said Bruce Jackson, et al tract, a distance of 547.29 feet to the Place of Beginning and containing 575,223 square feet or 13.205 acres of land. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-1" Page 9 of 84 EXHIBIT "A-2" Legal Description of the FC Prosper Property TRACT ONE 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 3329 at Page 820 of the Deed Records of Denton County, Texas. Said tract of land being more particularly described by metes and bounds as follows: Beginning at a 5/8" rebar with a cap marked "KHA" found on the monumented East right-of-way line 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. Mahard, 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 '/2" 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 Y2" 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 corner; Thence S 89°00'42" W, continuing along the aforementioned common boundary line, 151.50 feet to a'/2" rebar in concrete found for a common corner on the monumented East right-of-way line of Good Hope Road; Thence N 00°02'39" W, along the aforementioned East right-of-way line, 176.63 feet to a '/2" 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 '/2" rebar in concrete found for a common corner; Thence N 00005'33" W, continuing along the aforementioned common boundary line, 120.14 feet to a '/2" rebar in concrete found for their common North corner on the South boundary line of a called 56.319 acre tract of land 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; Thence N 89024"44" E, along the 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 "KHA" found for a common corner; Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-2" Page 10 of 84 Thence S 00°28'43" E, continuing along the aforementioned common boundary line, 818.81 feet to a '/2" rebar in concrete found for a common corner on the North boundary line of the above - mentioned 100.00 acre tract; Thence S 88°55'33" 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 less. TRACT TWO 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 land being more particularly described by metes and bounds as follows: Beginning at a '/" rebar in concrete found, on the monumented East right-of-way line of 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 86°19'09" E, along the common boundary line of the tract of land herein described and the aforementioned 25.6476 acre tract, 92.56 feet to a '/z" rebar in concrete found for a corner; Thence N 04°18'50" W, 13.05 feet to a 3/8" rebar found for a corner; Thence N 86°13'43" E, 13.06 feet to a '/2" rebar with a cap marked "RPLS 4967" set for a corner; Thence S 05°12'35" E, 13.07 feet to a '/Z" rebar in concrete found for a corner on the North boundary line of the above -mentioned 25.6576 acre tract of land; Thence N 86°19'09" 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'/2" rebar in concrete found for a common corner; Thence S 89°00'42" W, continuing along the aforementioned common boundary line, 151.50 feet to a'/2" rebar in concrete found for a common corner on the above -mentioned East right-of- way line; Thence S 00°00'14" E, along the aforementioned East right-of-way 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit i°A-2" Page 11 of 84 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 Nathan 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. Said tract of land being more particularly described by metes and bounds as follows: Beginning at a '/2" rebar in concrete found, on the monumented East right-of-way line of 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 89°21'12" E, 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 '/2" rebar in concrete found for a common corner; Thence N 00°05'33" W, continuing along the aforementioned common boundary line, 120.14 feet to a '/2" rebar in concrete found for their common North corner on the South boundary line of a called 56.319 acre tract of land conveyed to E. Mahard, Jr. by a deed filed for record at County Clerk's Instrument Number 2004-24456 of the Deed Records of Denton County, Texas; Thence S 89°24'44" 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 '/2" rebar with a cap marked "RPLS 4967" set for their common West corner on the above -mentioned East right-of-way line; Thence S 0000019" 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 FOUR A tract of land situated within the J. Bates Survey, Abstract Number 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: Commencing, for a tie, at a 1/2" rebar in concrete, found on the monumented East right-of-way line of Good Hope Road, for the Southwest corner of a tract of land 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 from which a 1/2" rebar in concrete found for it's Northwest corner bears N 00000'14" W, 145.68 feet; Thence N 86°19'09" E, 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; Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-2" Page 12 of 84 Thence N 04°18'50" W, along the common boundary line of the tract of land herein described and the aforementioned Goodlet tract, 13.05 feet to a 3/8" rebar found for a common corner; Thence N 86°13'43" E, continuing along the aforementioned common boundary line, 13.06 feet to a 1 /2" rebar with a cap marked "RPLS 4967" set for a common corner; Thence S 05°12'35" E, continuing along the aforementioned common boundary line, 13.07 feet to a 1/2" 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "A-2" Page 13 of 84 EXHIBIT "B" Statement of Intent and Purpose for Mahard Ranch, Town of Prosper, Texas 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KB" Page 14 of 84 EXHIBIT "C" Development Standards for Mahard Ranch, Town of Prosper, Texas Conformance with the Town's Zoning Ordinance and Subdivision Ordinance: Except as otherwise set forth in these Development Standards, the regulations of the Town's Zoning Ordinance (Ordinance No. 05-20 as it currently exists or may be amended) and Subdivision Ordinance (as it currently exists or may be amended) shall apply. 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 • Community Amenity Center • Floodplain / Greenway Parks • Neighborhood Parks • Pocket Parks b. Primary Community Entries a. Major points of entry into Mahard Ranch (minimum two locations, including at least one entry along U.S. 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 below). 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 15 of 84 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 below). 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. b. Neiahborhood 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 16 of 84 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 in accordance with the Preannexation Agreement. 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 / greenway parks in order to facilitate pedestrian connectivity to the neighborhoods; • 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); Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 17 of 84 ✓ 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. 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; • 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 18 of 84 C. Floodplain / Greenwav 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 — minimum 8' in width — concrete or other material approved by the Town — linking all neighborhoods, schools and amenities; • Secondary paths and trails — minimum 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 / 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 / aeration to ensure water quality. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 19 of 84 d. Neiahborhood 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 '/ 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 4 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; • 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 +/-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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 20 of 94 2 '�'�'-r'�'• :�.=�:5' ram";-,,.i ,�,�,�;. �-,-•:.,� _ _.'::�:i;� e. 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. 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 21 of 84 • 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. Densi : 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 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 are accommodated. B. Minimum Lot Width. The minimum lot width for Type A Lots shall be sixty (60) feet. C. Minimum Yard Setbacks. Minimum Frontward 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 22 of 84 Town's Zoning Ordinance, as amended shall apply to Type A Lots. 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. (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 fagade 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. Heipht. The maximum height for structures on Type A Lots shall be forty (40) feet. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 23 of 84 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. 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. 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. Chimneys. 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 24 of 84 Windows. All window framing will on structures on Type A Lots shall be bronzed, cream, sand or white anodized aluminum, vinyl or wood. 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. i. 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, 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 8" in 12". Pitch ends shall be 100% guttered. K. Garages. 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. iii. 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. All Type A Lots backing or siding to Open Space shall have a decorative metal fence abutting to said open space. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 25 of 84 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. iii. No fencing shall extend beyond a point ten feet (10') behind the front wall plane of the structure into the front yard. N. Landscapinal. A minimum of six (6) caliper inches of trees shall be planted on all Type A Lots. ii. A minimum of one (1) tree 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. 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 "F-1 ". Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 26 of 84 S. 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. 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 are accommodated. B. Minimum Lot Width. The minimum lot width for Type B Lots shall be seventy (70) feet. C. Minimum Yard Setbacks. 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 27 of 84 (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 for a maximum number of lots not to exceed one hundred and ten (110) Type B 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 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. 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 28 of 84 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 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. Windows. All window framing will on structures on Type B Lots shall be bronzed, cream, sand or white anodized aluminum, vinyl or wood. J. Roofing. Window shutters may be used on structures on Type B Lots. Window shutters shall be painted, stained wood, or fiberglass. No reflective window coverings or treatments shall be permitted. Structures constructed on the Type B Lots shall have a composition, slate or tile roof. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 29 of 84 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 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 30 of 84 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 "F-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. 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. C. Type C Lots: The area and building standards for Type C Lots are as follows and as set forth in Table 1: Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 31 of 84 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. 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 Sidevard 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 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 32 of 84 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. Heipht. 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. 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 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 33 of 84 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. 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. 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. K. Garaaes. Homes shall have a minimum of two (2) car garages but no more than four (4). No carports shall be permitted. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 34 of 84 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. 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 C Lots. 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 35 of 84 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 "F-3". S. 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. 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. 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. 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 9.3.F of the Town's Zoning Ordinance, as amended shall apply to Type D Lots. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 36 of 84 ii. 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 Rearvard 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 air-conditioned floor areas, exclusive of porches, garages, patios, terraces or breezeways attached to the main dwelling E. Hei ht. 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. 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 - Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 37 of 84 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. 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. 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. Roofing. 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 39 of 84 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. J. 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 metal or wood. K. Plate Height. Each structure on a Type D Lot shall have a minimum principal plate height of 10' on the first floor. L. Fencin . 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. i. 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. Landscapina. 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 39 of 94 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. 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 "F-4". 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 40 of 84 TABLE 1 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. (1472' on 8 ft. (1472' on 8 ft. (1472' 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 courtyard option courtyard option for no more than for no more than for no more than 75 Type A lots) 110 Type B lots) 110 Type C lotsl 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 is acknowledged that all or a portion designated as the Mixed Use Tract may Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 41 of 84 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 3.c.) or, in the alternative, traditional retail development (Section 3.d.). 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 "D"). 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 • Convenience Store without Gas Pump • Day Care Center, Adult S • Day Care Center, Child S • Drug Stores/Pharmacies Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 42 of 84 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 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 43 of 84 • 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 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 44 of 84 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. d. Residential development standards: Development shall be in accordance with the following table: Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 45 of 84 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 48' / 32 48' / 3 stories' Min. Open S ace 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 currently exists 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 pedestrian -scaled development offering multiple services and amenities with unique landscape and streetscape design. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 46 of 84 Development for non-residential land uses shall conform to the following: 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 90% 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 Deoth: 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, mechanical equipment, chimneys, antennas and other such architectural projections may extend above this height limit. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 47 of 84 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. Architectural. A. Maximum Building Length -- 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: ■ Overhangs ■ Canopies or Porticos ■ Recesses/Projections ■ Arcades ■ Raised corniced parapets over the entrance ■ Peaked roof forms ■ Arches Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 48 of 84 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. 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. Planned Development District - Mabard Ranch, Town of Prosper, Texas — Exbibit "C" Page 49 of 94 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. Fencin 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. Site Landscapin 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'/2) 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. 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 50 of 84 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 Retain. 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. 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: Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 51 of 84 • 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 • 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 52 of 84 • 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 • 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 53 of 84 • 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, 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit KC" Page 54 of 84 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 of the Preannexation Agreement, 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 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. 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 55 of 84 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 these areas should support non -programmed passive recreational activities such as walking and picnicking. b. Development Plan: A Conceptual Development Plan is hereby attached (Exhibit "D°) 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. C. 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 (as it currently exists or may be amended) shall apply to these regulations except as otherwise amended herein. For purposes of these Development Standards, 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 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 56 of 84 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. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "C" Page 57 of 84 EXHIBIT "E" Development Schedule for Mahard Ranch, Town of Prosper, Texas The anticipated schedule of development is to provide approximately 350 finished lots of various Types each 18-month period, beginning March 2009. This schedule is subject to change due to various factors beyond the control of the developer, such as housing market conditions, construction materials and labor availability and acts of nature, among others. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "E" Page 59 of 84 EXHIBIT "F" Illustrative Elevations and Plans for Mahard Ranch, Town of Prosper, Texas The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F" Page 60 of 84 EXHIBIT "F-1" The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-1" Page 61 of 84 SCALE: 1 = 20' o I 0 w S00'00'00"E 60.00' Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-1" Page 63 of 84 EXHIBIT " F-2" The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-2" Page 64 of 94 -� ti,;: - .. s.... � _��.,�; �,,.. FA - SCALE: 1 = 20' S0900'00"E 70.00' 49'-1 1 " 70.00' Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-2" Page 66 of 94 .� �..E ��.. SCALE: 1 = 20' S00'00'00"E 70.00' Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-2" Page 68 of 84 EXHIBIT "F.3" The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-3" Page 69 of 94 raw low Uliq. cm_ 1^ 2 q=I SCALE: 1 - 20' S00'00'00"E 80.00' Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-3" Page 71 of 84 sir low Zq=I SCALE: 1 = 20' S00'00'00"E 80.00' Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-3" Page 73 of 84 Z 0=1 SCALE: 1 — 20' OPTIONAL COURTYARD WALL 54'-1 1 " 25.0' B.L. ' II II I Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-3" Page 75 of 84 Jim I 1lU'4flqlll %Aj SCALE: 1 = 20' S00'00'00"E 80.00' I I I I I i 1 I 1 I I ' -_.0_B.L. Y COVEIZ I 0 OUTDOOR LIVING I I I I I I I 54' -1 1 CD p I I M I I C r7 I I of JI I 10 I 01 ml rn I Ig rn co ^ I rn V) I I z I I COURTYARD 2 CAR 1 CAR 25.0' B.L. IItII — ----- --�-- I I I I I I I I I I I I I ' 0.00' Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-3" Page 77 of 84 Exhibit "F-4" The illustrations that are included with this Exhibit are for the purpose of illustrative example only and do not constitute exact renderings or plans of the buildings and items depicted. Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F4" Page 78 of 84 SCALE: 1 = 20' S00'00'00"E 90.00' I I ! 1 I 1 I 1 —1--------------8—LL------ I ! I I iCOVERED OUTDOOR. I{V1NG Im 1 1 1 I"o ! 66,-0" lao o f i o M I I °0, j.0 o I of ; rn I �o 0o i 1 I o rn ! °o rn V) I BAR z �I 1 of ! 1 2 CAR I I I I I ! , I I I I I f ! I I I I Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F4" Page 80 of 84 . . ......... -- ........... InFi AMIN", I�iIWERMIJ long=== SCALE: 1 = 20' 0 0 Cd w S00'00'00"E 90.00' 0 0 c6 0 0 b 0 b rn z Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F-4" Page 82 of 84 F] m 2 a=== -- SCALE: 1 = 20' ft". S00'00'00"E 90.00' I 0 0 CO n 13 to 0 0 0 rn z I 1 i 1 Planned Development District - Mahard Ranch, Town of Prosper, Texas — Exhibit "F4" Page 84 of 94 0 ISPER OWN OF February, 2007 FINANCIAL REPORTING TABLE OF CONTENTS 1. INTRODUCTION 2. FINANCIAL OVERVIEW CASH OVERVIEW SUMMARY SUMMARY BY FUND COMBINED REVENUE & EXPENDITURE SUMMARY 3. CASH BALANCES AND GRAPHS BANK BALANCES TEXPOOL BALANCE 4. PROPERTY TAX REPORT AND GRAPHS PROPERTY TAX REPORT THREE YEAR PROPERTY TAX COMPARISON 5. SALES TAX AND GRAPHS TOTAL SALES TAX COLLECTED PROSPER SALES TAX ALLOCATION PEDC SALES TAX ALLOCATION 6. CAPITAL PROJECT BONDS 2004 BOND 2006 BOND Individual Department Summaries available upon request Regular Meeting Prosper Town Council March 26, 2008 6:00 p.m. To: Mayor, Town Council, and Town Manager From: Ron Butler, Finance / Business Manager Re: February, 2007 Financial Reports The Financial Report on the Town of Prosper for the month of February, 2008 is a reporting of the cash, taxes, revenues, and expenditures in summary and by department. The 2004 and 2006 Bond summaries have been added to the condensed financials for your review. The Financial reporting format provides information to the council and the departments that reflect the operation of the Town and the departments on a monthly and year-to-date basis. Visual graphics, current month operation information, and percentages have been added to help further understand the information provided. The format of the Financials will be changing in the near future to provide additional information and usefulness as a management tool for Town Management and Council. Future changes will include a column for a forecasted monthly budget and a variance column for the month. In addition to the changes and to save on copy costs, only the revenue and expense summaries are provided for review. Individual department summaries are available at Town Hall upon request for review. At the end of February, 2008 revenues are exceeding expenditures in both the General Fund and the Water Fund. The financial report for February, 2008 indicates that revenues for both the General Fund and the Water Fund are exceeding forecasted revenue projections of 42% (based on 5 of 12 months). The General Fund revenues are largely based on the collection of property taxes from December, 2007 through February, 2008. Property tax collections will start to decline sharply in the following months. Property tax collected as of February 29, 2008 is 91.20% of total levied for current fiscal year. The General Fund property tax revenues for the current fiscal year have increased as expected. Total delinquent taxes remaining to be collected for the years 1991 through 2006 is $30,510.88. Expenditures for both funds are below average projections. Total cash in the bank at the Town's local bank, for all funds, is $1.1 million and the government pools, TexPool and TexStar, has a total of $24.3 million for all funds. Government pool funds have increased by $1.1 million. The total cash for restricted funds is $14.6 million. Restricted funds include bond money, impact fees, park improvement & dedication fees, escrow paid, debt service funds, and special revenue funds collected for specific purposes. Sales tax revenue took a very slight up swing as compared to January, 2008 but, still continues to be down in comparison to previous years. With the housing industry taking a down turn at present time and with the threat of recession, the Town continues to see a shortfall in sales tax revenue. As new retail business begins to come into Prosper, the sales tax generated by these businesses will help to offset the declining sales tax loss from the building industry. CVS Pharmacy is expected to be operational at the end of March, 2008 and sales tax should show a slight increase as the year progresses. Other small businesses are expected to come into Town within the next 3 to 6 months and should also help the sales tax situation. Your comments and suggestions are welcome so that the Finance section can generate reports that are meaningful and will assist you in your decision making for the Town. pliOWN OF SPER FINANCIAL SUMMARY Financial Overview CASH OVERVIEW SUMMARY SUMMARY BY FUND COMBINED REVENUE & EXPENDITURE SUMMARY C W _J U Z O U w W C LU � N O 2 N = LL C.) Z O 2 LL O G Z W z l=I J H UI G W 3 LL.°0 0 (� U) > W W a Z wD LL 0 a 0 E LL Y U at O M U N W c am CL Cj o O � a`0 Cm Uo p Z ap l0 m U O NI c co O c0 O r- � O � OO co Cl) co 0o n G n v 0 0 N co O a) 0 co r- O O cC',0 co � � n Cl) Cl) n n a rn Cl) n c co co o o Lc) n co N N O) (0 Lc)o a o Cl ui r ri n N O' Cl)o Cl) co C! r- n IT Cl) n M � O N r, `O N N M Cl) N N n w co N V G (00 co of T o Cl) cV LU Z g Q m m J Q J = a ai U H H O N m L v C m C 0 U N 0 U 4D m U v t U c C 0 .i C 0 v m LL m co 0 C 0 0 v m LL h C ,O rC 0 v U O a LL U (n N � m O 0 U EL a LL 0 tm U o a C N U w C O U _y O U ,y N C U m N N m 7 y tm f/1 N C FL— LLN m E U m �iv�•F� +fit �v,- .':5:� .'.•. :.::� ENO n O. 11 4 A�}} +•• .p. kft W n -ri n 0 V W. /'� 17 O O O }5:5>';'•:Q. A }C 'V. N m m tl1 q �i �! '•:.. lw Pf W r•1 W 'ems'"�:G��• '': j•#:�{ B;a;:ic•::: -4,-�','•.•,5. F�+. 5'. a sf w C q e •M N ,Np py 8 p py ,y p O F Y q b N yp A oOo idN� b O pl 'fii �0 }yyy0�I A •� b O K ii '0 O .tl 'aO A b O M u A AN.« R F. F b w « « PCi .. W a h W N q VAVHVH u s tT « u a ft 0 ;4> ki Lp o m ei o m v �11 !� '• 6M` . " rG Y''F•'• � `t" ;jt+�k��\n� XX '�Y.: jam. •�\\ } ;Sn . v � � � o ��' � 'F:%: Fro • O V PI O Is,V c N • O rl d O a by / � 1 n N uNi n � N N ♦11 N m V TI b W �'1 a n m e v a .q�y qn W .Oi n .N•1 N n b ry n ri W a w o a a n � V p �Ir�wi O i QI YI M a Ifl PI FI b vF O M C � 1n Y '1 Al a d b b la f0 M rl N N e n u a m n OI N 1 I q I ! r m V N O m b n Ip b �JI p N G O m ry ]m n �i rl OI 111 H If1 1Y R1. N m '1 b n m of VI M m r 1/ N a O n O 111 {� 01 i'/ 01 w WIy 19 N � i•� a b N N � 'Ifl O O O 1w N a 111 m b ul q P1 m m i�QL� r- b e1 R O tv n M ai R in d O' i+ m el m 1Y ID A m N n b A W m m � � � lb1 R .Iy Ib�l � m h • N � O 4? iH O o O p A O O O O G OI O T O b O m O O O O O O � yli N INn N n m 1n M/ Y A u .i In t�v Lr !O tmv ti ♦ 4n iq m N m rl a 1Vp a X m y L;. N m w1 M 0 A d �/ V� A 01 m O, A q r N h w � ♦ 4 o W W A RC. W m t� tl1 W ♦ m m 'i O wl el N VI M A SJ rryy F 1'1 V V A r•l M W P .A h Yl A eel ({ N N PI p K ,�I � 10 eel O. '��n n p c �•y q A 1� W W .� h IW9 1�1 /Y ♦ eel A�1 ei 1n ea n ,�1 eel • m ei A m. eel i Y b w, iV W o w w M O h V m a ifl ♦ O m. b' m ai N OI O, O h W P R K h ,fl n O N �! h V. .N • O ■ b ei ,O tV • 01 W rtl N n M ei ,w N iw AI. N M U p � iR m A A N K N m h IV O N b N N ♦ ♦ N m .m q b. A m A F W b N ,i1 H m W M N rl A �O N A p 'i O R N AO N Al 01 V O 7 m .•I [1 m VI N + h F ♦ 1�1 l� A 1��1 a eWl [mil t�'� {� N P4 '1 n A, O rl ♦ 01 In W ♦ '1n ,O m N V m b OI m � � ♦ N N W A M A ♦ W VI A M rl '1 1 i }'1 A A h N V H H o A o wI L O R m A 4 h ,�I N V b a .� m ♦ ♦ m � O {� 1Y A 01 A V A ♦ W V A A A A ri. 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Q 41 G aye � •.ai w •a � .,ai w .�y1I V 9 :ip a V Ili aNi Aai M :a a a a .0 O Pi x.�: jam•'+ k" N d a° O r IN 'p P 1q !1 N O Ct A A O m N M h ei A n C O O • O N W n Y S] bl Y �d m 10 A epi N ei m � O .r•I tl1 �0 M ! p N p M O G A ri A 1p p m N M u Fi '1 7 i^ A eno rt f1 TI r L� •• m VI O 1mY 'i°v V M �MIf rl V P m q n e n N iv m N t0 a n .00 q A � o m V uAi M Y m of rt W Y1 N m m P !� m M a a ri n n N e� h n V iv m w� N pMp M 0 o a e o a o 0 o e o 0 Y q �1 o ry 0 m 0 O o C Yi upO .a N o N A m O Iry a p A m N u 2A+} m /n N M r� p .n•� H m /7 h N n rl V at A m g "� a P M e q p Q p\{ qA+ 'N MN M aPI N 00{ W P"a6i Oi m 9 0: v IA o ok Ift 10 A 10 Im ..... ... ...... iyM Ok 0 44 ko * Me 4 .0 I k id lok 0. O In nnm ..... .. ... . M .4 4: pf 0 a; zz n 4h A C4 Vf 0 Of "YIN 0:0 ... .. . . ... ...O .. ... to 0 10 a, P~j O r4 14 . . . pllOWN OF SPER FINANCIAL SUMMARY CASH BALANCES & GRAPHS BANK BALANCES TEXPOOL / TEXSTAR BALANCE TEXPOOL / TEXSTAR FUND DISTRIBUTION 3 Town of Prosper Reconciled Bank Balances FY 2007/2008 Thousands 2,120 2,020 1,920 1,820 1,720 1,620 1,520 1,420 1,320 1,220 1,120 1,020 920 820 720 620 520 420 320 220 120 20 326.821 116.630 sr. 14Z 30.557 sae" T.ZJI rl AW O v + genera/ Fdwale�Fd l $ S Fd 7001 @cndSadd/e Ck Spec Rev l Mp Fees tF P Fees.Wa a Fees, War Od Parks.�mP ?OOq @ondEec W EDC twal @apks Town of Prosper TexPool / TexStar Distribution FY 2007/2008 Thousands 24,316.897 11,700 11,300 - 10,900 10,500 10,100 9,700 9,300 8,900 8,500 ---- - 8,100 7,700 7,300 6,900 6,500 6,100 5,700 5,300 4,900 4,500 4,100 3,700 3,300 2,900 2,500 2,100 1,700 1goo 100 , .. ' Gen Fd.. Gen Fd a%r $ S Fd. 04 @ond '6@opd Park& Pehra.. "sack, FDC -rP FCC tS /mP Fee /mP F-. /MP Fee. Tole/ Bank Accounts - Bal Sheet General Fd 401,261 Water Fd 326,821 1 & S Fd 116,630 2001 Bond 2,352 Saddle Ck - Spec Rev 73,763 Imp Fees-TF 37,742 Imp Fees -Water 30,557 Imp Fees -Sewer 19,435 Parks-Ded 32,391 Parks -Imp 43,248 2004 Bond 2,304 Escrow 1,392 EDC 52,988 Total Banks 1,140,885 TexPool / TexStar Account-Bal Sheet Gen Fd TP 2,841,207 Gen Fd TS 1,106,938 Water Fd TP 3,243,103 1 & S Fd TP 1,556,890 04 Bond TP 1,547,753 06 Bond TS 7,863,341 Parks TS-Ded 632,359 Parks TS-Imp 695,067 Escrow TS 836,168 EDC TP 557,788 EDC TS 667,473 Imp Fee TS-TF 1,060,424 Imp Fee TS-Water 1,197,464 Imp Fee TS-Sewer 510,922 Total Gov't Pools 24,316,897 low 0 1za r 0 LU O a I U CD ago �i w a n L v 0 .- 01 IT LO N Go Go coo coo n v rn n v N WI uO uO co r- t0 w N cm co 0 U. M LO U co co N W W n 0.Cl) r- aZ � LL V OR LQ C dl oo CD LO E lL n ao N N a E « (Mo ' NV O N n m R oa a Y ci m O W a. C M M a o C. m cc ao to U o n SG n 0 ap N v a m ,t, LLQ O Cc *Uo Z cn Cl) a m N N cc U O yl cMo 00 LQ osJ LO Cl) t0 (o N Cl) N co — 0) Q Cl) N LQ 3 J N a C z A 0 NLLJ R Z 5 m m m J Z O Q J = a t o UCO x H ~ LL N N C O c 0 v m LL C O m C O v U O n. LL _ U in N1 t = o p� U = a LLD OTj .o O N CCL H U w H 'y0 � C = w O O U y o •c N C O O U N N l6 = d O) y w y C � LL N C O j C 0-0 H U E N � p riOWN OF SPER FINANCIAL SUMMARY PROPERTY TAX REPORT & GRAPHS PROPERTY TAX REPORT THREE (3) YEAR PROPERTY TAX COMPARISON 4 TOWN OF PROSPER PROPERTY TAX COLLECTIONS REPORT Feb-08 TAX YEAR BEGINNING BALANCE COLLECTIONS CHANGES + / . ENDING BALANCE TAXES P & I TOTAL 2007 4,088,818.74 3,728,912.43 3,719.65 3,732,632.08 118,089.79 477,996.10 2006 49,013.71 48,250.99 4,522.03 52,773.02 23,149.55 23,912.27 2005 7,177.41 3,992.02 176.18 4,168.20 0.50 3,185.89 2004 1,009.67 (35.99) (35.99) (35.99) 1,009.67 2003 443.20 - 443.20 2002 601.86 - 601.86 2001 360.72 - 360.72 2000 96.42 - 96.42 1999 37.08 - 37.08 1998 23.27 - 23.27 1997 31.47 - 31.47 1996 28.64 - 28.64 1995 25.94 - 25.94 1994 102.12 - 102.12 1993 140.81 - 140.81 1992 284.34 - 284.34 1991 227.18 - 227.18 OTALS 4,148,422.58 3,781,119.45 8,417.86 3,789,537.31 141,203.85 508,506.98 LEVY Y @ 10/01 /07 : USTMENTS AL LEVY @ 02/29/08 .LECTED TO DATE ;OLLECTED TO DATE OF LEVY COLLECTED BEF. ADJ OF LEVY COLLECTED INCL.. ADJ 4, 088, 818.74 118,089.791 4,206,908.53 3, 728, 912.43 477, 996.10 91 :3, / tSy, b:i t .:31 VALUATION buts,bub.yts AXABLE PROPERTY @ 10/01/07: 1,465,865,97111 HANGES TO ROLL (+/-) : 22,709, AXABLE PROPERTY @ 02/29/08 1,488,575, Entry changes with each months activity. LEVY @ 10/01/07 : 59,603.84 ADJUSTMENTS 23,114.06 TOTAL LEVY @ 82,717.90 COLLECTED TO DATE 52,207.02 UNCOLLECTED TO DATE 30,510.88 OF LEVY BE( F ADJ) COLLECTED 87.59 OUTSTANDING CURRENT LEVY Tax Rate Levy Less Collected Outstanding Operations (63%) 0.275075% 2,225,414.16 1,972,559.32 252,854.8 Debt Service(47%) 0.244925% 1,981,494.37 1,756,353.11 225,141.26 0.520000% 4,206,908.53 3,728.912.43 477.996.10 11 0.53 0.47 PROPERTY TAX COLLECTIONS THREE (3) YEAR COMPARISON FOR PEAK COLLECTION MONTHS --,-I -,- - -- -- Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept % of Total % of Total % of Total Month FY 05/06 Collected FY 06/07 Collected Month FY 07/08 Collected Oct $ 1,187.18 0.08% $ 29,457.50 1.77% Oct $ 50,747.84 1.22% Nov $ 51,306.76 3.26% $ 70,460.97 4.22% Nov $ 279,501.69 6.74% Dec $ 665,598.53 42.34% $ 906,001.34 54.29% Dec $ 1,492,718.39 35.98% Jan $ 423,246.34 26.92% $ 876,903.32 52.55% Jan $ 1,258,105.15 30.33% Feb $ 387,560.32 24.65% $ 744,527.90 44.62% Feb $ 708,460.51 17.08% Mar $ 34,578.18 2.20% $ 114,929.76 6.89% Mar Apr $ 28,827.86 1.83% $ 46,745.77 2.80% Apr May $ 17,896.93 1.14% $ 43,138.91 2.59% May June $ 26,630.43 1.69% $ 35,827.45 2.15% June July $ 23,375.92 1.49% $ 70,078.70 4.20% July Aug $ 7,195.32 0.46% $ 36,247.22 2.17% Aug Sept $ 6,076.11 0.39% $ 13,684.32 0.82% Sept YTD Totals $ 1,673,479.88 106.46% $ 2,988,003.16 179.05% $ 3,789,533.58 91.35% Collected YTD $ 4,148,422.58 Total taxes due includes delinquent pliOWN OF SPER FINANCIAL SUMMARY SALES TAX & GRAPHS TOTAL SALES TAX COLLECTED PROSPER SALES TAX ALLOCATION PEDC SALES TAX ALLOCATION $250,000 $200,000 I i $150,000 $100,000 $50,000 THREE YEAR (3) COMPARISON TOTAL COLLECTIONS TOWN OF PROSPER, TEXAS Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept ■ FY 05-06 ■ FY 06-07 ■ fY 07-08 Month FY 05/06 FY 06/07 Oct $ 196,881.25 $ 166,712.63 Nov $ 170,412.36 $ 141,697.21 Dec $ 167,516.79 $ 116,018.11 Jan $ 160,464.80 $ 146,262.04 Feb $ 165,611.73 $ 119,028.30 Mar $ 140,085.12 $ 124,929.81 Apr $ 196,971.39 $ 96,866.94 May $ 180,523.03 $ 196,793.13 June $ 166,563.38 $ 129,919.29 July $ 178,924.32 $ 126,538.37 Aug $ 130,518.50 $ 119,679.50 Sept $ 154,215.18 $ 122,140.90 FY 07/08 $ 124,885.22 $ $ 106,473.48 $ $ 105,454.73 $ $ 108,657.68 $ $ 109,286.86 $ $ Amount % of Change Inc / Dec Inc -/(Dec) (41,827.41) -25.09% (35,223.73) -24.86% (10,563.38) -9.10% (37,604.36) -25.71 % (9,741.44) -818% YTD Totals $ 2,008,687.85 $ 1,606,586.23 $ 554,757.97 $ (134,960,32)-19.57% THREE YEAR (3) COMPARISON TOWN OF PROSPER SHARE OF SALES TAX PROSPER, TEXAS $160,000 $140,000 $120,000 $100,000 $80,000 $60,000 $40,000 $20,000 Town Share Town Share Month FY 05/06 FY 06/07 Oct $ 147,660.94 $ 125,034.47 Nov $ 127,809.27 $ 106,272.91 Dec $ 125,637.59 $ 87,013.58 Jan $ 120,348.60 $ 109,696.53 Feb $ 124,208.80 $ 89,271.23 Mar $ 105,063.84 $ 93,697.36 Apr $ 147,728.54 $ 72,650.21 May $ 135,392.27 $ 147,594.85 June $ 124,922.54 $ 97,439.47 July $ 134,193.24 $ 94,903.78 Aug $ 97,888.88 $ 89,759.63 Sept $ 115,661.39 $ 91,605.67 YTD Totals $1,506,515.90 $ 1,204,939.69 FY 05-06 =3 FY 06-07 FY 07-08 our{et Town Share FY 07/08 $ 93,663.91 $ $ 79,855.10 $ $ 79,091.05 $ $ 81,493.26 $ $ 81,965.14 $ $ Amount % of Change Inc / Dec Inc / Dec (31,370.56) -25.09% (26,417.81) -24.86% (7,922.53) -9.10% (28,203.27) -25.71% (7,306.09) -818% $ 416,068.46 $ (101,220.26)-19.57% $ 1,200,000.00 Budgeted Sales Tax Feb. Budgeted: $ 93,840.00 for month of February, 2008 Feb. Received: $ 81,965.14 $ 11,874.86 -12.654% February variance YTD Mo'ly Budgeter $ 514,680.00 YTD October- February, 2008 YTD Mo'ly Receivec $ 416,068.45 $ 98,611.55 -19.159% YTD variance $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 THREE YEAR (3) COMPARISON ECONOMIC DEVELOPMENT CORP. PROSPER, TEXAS Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept 4 FY 05-06 ■ FY 06-07 ■ FY 07 8 Month FY 05/06 FY 06/07 Oct $ 49,220.31 $ 41,678.16 Nov $ 42,603.09 $ 35,424.30 Dec $ 41,879.20 $ 29,004.53 Jan $ 40,116.20 $ 36,565.51 Feb $ 41,402.93 $ 29,757.08 Mar $ 35,021.28 $ 31,232.45 Apr $ 49,242.85 $ 24,216.74 May $ 45,130.76 $ 49,198.28 June $ 41,640.85 $ 32,479.82 July $ 44,731.08 $ 31,634.59 Aug $ 32,629.63 $ 29,919.88 Sept $ 38,553.80 $ 30,535.23 FY 07/08 $ 31,221.31 $ $ 26,618.38 $ $ 26,363.68 $ $ 27,164.42 $ $ 27,321.72 $ $ Amount % of Change Inc /(Dec) Inc /(Dec) (10,456.85) -25.09% (8,805.92) -24.86% (2,640.85) -9.10% (9,401.09) -25.71 % (2,435.36) -8.18% YTD Totals $ 502,171.98 $ 401,646.57 $ 138,689.51 $ (33,740.07)-19.57% $ 390,000.00 Budgeted Sales Tax pllOWN OF SPER CAPITAL PROJECTS BOND SUMMARIES 2004 BOND 2006 BOND TOWN O F p N P E R. 2004 BOND On January 13, 2004, the Town Council adopted a resolution directing that notice be published of the Council's intent to sell $10,500,000 of the Town's Combination Tax and Revenue Certificates of Obligation to fund capital expenditures of the Town. The Council's resolution specifies the following uses for the proceeds received from the sale of the Certificates of Obligation: 1. To pay costs of extending, constructing and improving Town's sewer system, including, constructing sewage lift stations, extending and upgrading sewage collection lines and force mains throughout the Town. 2. To pay costs of constructing and improving the Town's water system, including the construction of elevated and ground water storage facilities and acquiring interests in land for such storage facilities, extending the water distribution system including extending and upgrading water lines and constructing pumping stations to improve access to, and the flow of water in, the Town. 3. To pay costs of constructing and equipping municipal park improvements and acquiring interests in land for parks and open space. 4. To pay legal, fiscal, engineering and architectural fees in connection with the foregoing projects. 5. To pay costs of constructing and equipping municipal buildings, specifically: a town hall, fire stations, police facilities, court facilities and acquiring interests in land for such buildings. In connection with the Town's capital planning for these projects, the Town Staff has prepared for the Council a proposed expenditure plan, which is summarized below. The capital plan summarized below is based upon current cost estimates and proposed construction schedules, and the expenditure plan is subject to change. However, under State law, the Town may not use the proceeds of the Certificates of Obligation except for the project categories included in the resolution adopted by the Council that are listed above. The Town Council has indicated that the Town will periodically account to the citizens of the Town, using the Town web site and other means of informing the citizens, as to how the proceeds of the Certificates of Obligation are spent. The following table will be used to report expenditures. The table lists descriptions of projects and their estimated costs. In the future as expenditures are made, the table will be updated to describe the expenditures, the amount of the expenditure, and the difference between the estimated and actual costs. Difference Description of Project Date of Description of Amount between and Estimated Cost Expenditure Expenditure Expended Estimated Cost and Amount Expended Fire Station Pogue Construction $100,000.00 $ 130,248.00 $499,099 Pogue Construction $ 25,174.00 $ 105,074.00 $230,248 12/9/04 Pogue Construction $ 85,957.00 $ 19,117.00 07/31 /06 $ 19,116.55 $ .45 Total $230,247.55 Status: The Town's new Central Fire Station was completed in July. A grand opening ceremony was held on September 26, 2004. This project requires no additional funding from the 2004 Certificates of Obligation. Gentle Creek Lift Station 10/27/04 Dickerson Construction $ 224,505.43 $1,055,494.57 and Force Main to WWTP 11/9/04 Dickerson Construction $ 80,256.00 $ 975,238.57 and CR 80 Lift Station and 12/21/04 Dickerson Construction $ 218,217.85 $ 757,020.72 Force Main to CR 122 04/05/05 Dickerson Construction $ 334,074.91 $ 422,945.81 $1,280,000 06/20/05 Dickerson Construction $ 124,446.54 $ 298,499.27 07/18/05 Freese & Nichols $ 5,304.00 $ 293,195.27 08/04/05 Freese & Nichols $ 11,328.00 $ 281,867.27 08/04/05 Dickerson Construction $ 172,255.89 $ 109,611.38 9/13/05 Dickerson Construction $ 68,447.50 $ 41,163.88 9/13/05 Freese & Nichols $ 20,400.00 $ 20,763.88 9/30/05 Freese & Nichols $ 10,584.00 $ 10,179.88 01/31/06 Dickerson Construction $ 10,179.88 $ 0 Total $1,280,000.00 Status: The Town retained Dickerson Construction Company to construct the Gentle Creek and Steeplechase Sewer Improvement Project. A sewer force main has been extended from the Gentle Creek subdivision along CR 122, CR 81, CR 48, and CR 4 to the Town's wastewater treatment plant, a sewer gravity line was constructed from the Steeplechase subdivision past CR 80 to the east property line of the Whispering Farms subdivision, and a lift station and sewer line have been constructed near the east property line of Whispering Farms to force the sewage north to CR 122. The Town Council will be asked to accept all of these improvements at their July 25 meeting. Danville/Prosper Water -- -- -- -- Improvements $84, 000 Status: A portion of east Prosper currently receives water from the Danville Water Supply District. After several years, the TCEQ approved the amendment to CCN No. 12967 and the transfer of a portion of the service area of CCN No. 10190 from Danville Water Supply Corporation to Prosper, making the Town the water service provider for all of east Prosper. The transfer will involve capping a number of lines, closing a number of valves, and constructing a number of new water lines. Freese & Nichols has recommended that the work be postponed until this fall due to the additional demand that will be placed on the Town's water system by the additional customers. Town staff is working with Freese & Nichols to prepare a plan for this project that will allow the improvements to be completed just as soon as the summer demand lessens. Water Storage Tanks and 11/30/05 Freese & Nichols $ 10,841.86 $ 8,313,875.14 Pump Station at US 380 12/16/05 Freese & Nichols $ 22,116.57 $ 8,291,758.57 between Independence 01/16/06 TXU (Easements) $ 500.00 $ 8,291,258.57 Parkway & Custer Road 01/20/06 Freese & Nichols $ 95,154.97 $ 8,196,103.60 $8,,946,4A9 02/03/06 Freese & Nichols $ 110,250.00 $ 8,085,853.60 $8,3324,71-7 02/20/06 Freese & Nichols $ 11,537.24 $ 8,074,316.36 $8,443,746 03/15/06 Freese & Nichols $ 7,047.73 $ 8,067,268.63 03/15/06 Freese & Nichols $ 120,015.00 $ 7,947,253.63 04/07/06 Freese & Nichols $ 74,235.00 $ 7,873,018.63 04/07/06 Freese & Nichols $ 15,971.38 $ 7,857,047.25 05/15/06 Freese & Nichols $ 52,500.00 $ 7,804,547.25 05/15/06 Freese & Nichols $ 5,837.97 $ 7,798,709.28 07/24/06 Freese & Nichols $ 5,341.73 $ 7,793,367.55 07/24/06 Red River Const $ 183,389.06 $ 7,609,978.49 08/15/06 Red River Const $ 252,424.91 $ 7,357,553.58 08/15/06 Freese & Nichols $ 5,046.10 $ 7,352,507.48 09/30/06 Freese & Nichols $ 13,112.88 $ 7,339,394.60 09/30/06 Red River Const $ 849,635.61 $ 6,489,758.99 09/30/06 Red River Const $ 494,082.78 $ 5,995,676.21 11/19/06 Red River Const $ 594,002.29 $ 5,401,673.92 11/10/06 Spiars Engineering $ 1,850.00 $ 5,399,823.92 11/10/06 Freese & Nichols $ 2,196.90 $ 5,397,627.02 11/10/06 Freese & Nichols $ 5,432.71 $ 5,392,194.31 12/05/06 W.R Hodgson $ 764,091.11 $ 4,628,103.20 12/13/06 Red River Const $ 950,626.97 $ 3,677,476.23 12/13/06 Freese & Nichols $ 5,423.23 $ 3,672,053.00 12/13/06 Freese & Nichols $ 3,417.40 $ 3,668,635.60 1 /05/07 1 W. R. Hodgson $ 199, 378.94 $ 3,469,256.66 1/05/07 W. R. Hodgson $ 496,636.25 $ 2,972,620.41 1/19/07 Freese & Nichols $ 5,635.02 $ 2,966,985.39 1/19/07 Freese & Nicho $ 2,704.08 $ 2,964,281.31 1/19/07 Red River Const $ 260,195.39 $ 2,704,085.92 1/23/07 W. R. Hodgson $ 50,567.55 $ 2,653,518.37 2/12/07 Freese & Nichols $ 3,176.40 $ 2,650,341.97 2/12/07 Freese & Nichols $ 5,568.24 $ 2,644,773.73 2/12/07 Red River Const $ 282,792.75 $ 2,361,980.98 2/23/07 W. R. Hodgson $ 425, 850.80 $ 1,936,130.18 2/27/07 Freese & Nichols $ 5,000.00 $ 1,931,130.18 3/13/07 W. R. Hodgson $ 253,116.72 $ 1,678,013.46 3/13/07 Red River Const $ 265,950.24 $ 1,412,063.22 04/09/07 Freese & Nichols $ 992.49 $ 1,411,070.73 04/09/07 Freese & Nichols $ 4,972.42 $ 1,406,098.31 04/09/07 W. R. Hodgson $ 104,328.05 $ 1,301,770.26 04/09/07 Red River Const $ 620,934.67 $ 680,835.59 04/10/07 Spiars Engineering $ 475.00 $ 680,360.59 05/02/07 Freese & Nichols $ 3,806.38 $ 676,554.21 05/02/07 Freese & Nichols $ 6,147.40 $ 670,406.81 05/02/07 Red River Const $ 166,514.45 $ 503,892.36 06/20/07 Freese & Nichols $ 12,869.13 $ 491,023.23 06/20/07 W. R. Hodgson $ 27,113.00 $ 463,910.23 06/25/07 Home Depot $ 223.46 $ 463,686.77 Change orders $119,029 07/2007 $ $ 582,715.77 07/23/07 Freese & Nichols $ 10,379.53 $ 572,336.24 07/23/07 Freese & Nichols $ 3,393.83 $ 568,942.41 07/23/07 W. R. Hodgson $ 5,320.00 $ 563,622.41 08/31/07 Red River Const $ 22,427.97 $ 541,194.44 08/31/07 Freese & Nichols $ 2,387.37 $ 538,807.07 09/30/07 Red River Const $ 77,824.02 $ 460,983.05 12/11/07 Red River Const $ 41,013.65 $ 419,969.40 01/08/08 App. Consul Grp -land $ 1,800.00 $ 418,169.40 01/08/08 App. Consul Grp -land $ 2,800.00 $ 415,369.40 01/08/08 Freese & Nichols $ 1,624.40 $ 413,745.00 01/14/08 Freese & Nichols-reimb $ (2,000.00) $ 415,745.00 01/31/08 Freese & Nichols $ 1,239.35 $ 414,505.65 01/02/08 Red River Const $ 73,945.73 $ 340,559.92 02/12/08 Freese & Nichols $ 630.51 $ 339,929.41 02/23/08 W.R. Hodgson $ 119,442.23 $ 220,487.18 02/29/08 Freese & Nichols $ 1,937.93 $ 218,549.25 Status: The Town has entered into a contract with the North Texas Municipal Water District (NTMWD) to provide the Town with another source of surface water. The Town has executed contracts with Red River Construction to construct a 3 MG ground water storage tank and pump station and with Hodgson to construct a 30" water line to receive and distribute the surface water to be received from the NTMWD at a site near the intersection of Custer Road / US 380. These projects are essentially complete and the ground storage tank, pump station, and 30" water line are in service. The balance makes up the remaining retainage to be paid upon completion of the project. Town Facilities (Town Hall, Perkins & Will $ 23,339.56 $ 48,849.12 Police/Courts, Fire Station, 11/8/04 Perkins & Will $ 36,600.00 $ 12,249.12 etc) 09/30/05 Randal Scott $ 12,249.12 $ 0 $2,000;000 Total $ 72,188.68 $72,188.68 Status: To meet its current need for facilities, the Town has relocated its Police Department to 113 W. Broadway and purchased a building at 121 W. Broadway to serve as Town Hall. The construction of additional facilities is on hold. Police Department Renovations $60, 000 Status: Pending -Depending on where the Town Hall moves, we will need to renovate some of the space in the possibly vacated offices of Town Hall for use for the officers. We may also enlarge the Court Room b removing walls in the present location at 110 W. Broadway Remaining Funds 2/9/07 City of Frisco $ 5,000.00 $324,817.32 Available excluding 3/27/07 Randall Scott Architects $ 7,300.00 $317,517.32 interest. 05/22/07 Randall Scott Architects $ 6,000.00 $311,517.32 $ 329,817.32 05/31/07 Tx Meter $ 235.56 $311,281.76 09/30/07 HP Envirovision $ 1,230.00 $310,051.76 Status: A number of projects originally scheduled to be funded by the 2004 Bond proceeds were reprioritized to reallocate funds to the project to construct a 3 MG ground water storage tank, a pump station, and a 30" water line. These funds are anticipated to be used for a number of pending expenditures, including potential facility improvements, site acquisition for elevated water towers, and contributions towards several development driven water and sewer projects. Interest Available $ 877,669.04 Status: Interest available for future projects FY 2007-2008 Total Bond Expenditures Balance $10,500,000.00 $9,827,398.54 $ 672,601.46 Interest $ 877,669.04 $1,550,270.50 General Ledger: FY 03/04 Expense $ 436,766.99 FY 04/05 Expense $ 1,116,373.81 FY 05/06 Expense $ 2,358,336.22 FY 06/07 Expense $ 5,673,487.72 FY 07/08 Expense $ 242,433.80 Total Expenses $ 9,827,398.54 r ' TOWN OF S P E R. 2006 BOND On July 25, 2006, the Town Council adopted a resolution directing that notice be published of the Council's intent to sell $12,000,000 of the Town's Combination Tax and Revenue Certificates of Obligation to fund capital expenditures of the Town. The Council's resolution specifies the following uses for the proceeds received from the sale of the Certificates of Obligation: To pay costs of constructing and improving the Town's water system, including the construction of an elevated water storage tank and water distribution line. To pay costs of acquiring, constructing and equipping municipal park improvements and open space. To pay costs of constructing and improving roads and streets in the Town and related infrastructure. To pay costs of extending, constructing and improving the Town's sewer system. To pay costs of acquiring land and interests in land as may be required in connection with the purposes as described in 1 through 5. To pay legal, fiscal, engineering and architectural fees in connection with the foregoing projects. In connection with the Town's capital planning for these projects, the Town Staff has prepared for the Council a proposed expenditure plan, which is summarized below. The capital plan summarized below is based upon current cost estimates and proposed construction schedules, and the expenditure plan is subject to change. However, under State law, the Town may not use the proceeds of the Certificates of Obligation except for the project categories included in the resolution adopted by the Council that are listed above. The following table will be used to report expenditures. The table lists descriptions of projects and their estimated costs. In the future as expenditures are made, the table will be updated to describe the expenditures, the amount of the expenditure, and the difference between the estimated and actual costs. Description of Project and Estimated Cost Date of Expenditure Description of Expenditure Amount Expended Difference between Estimated Cost and Amount Expended Project: 12/13/06 Freese & Nichols $ 5,457.81 $4,994,542.19 1.5 MG Elevated Storage 12/13/06 Freese & Nichols $ 3,351.81 $4,991,190.38 Tank and 1st Street 20" 01/19/07 Freese & Nichols $ 6,811.20 $4,984,379.18 Water Line 01/19/07 Freese & Nichols $ 9,519.69 $4,974,859.49 -$6,17�A99 02/15/07 Freese & Nichols $ 18,945.13 $4,955,914.36 Contract $4,407,210 02/15/07 Freese & Nichols $ 21,622.24 $4,934,292.12 Acq Land & Easement 02/27/07 Freese & Nichols $ 53,452.37 $4,880,839.75 $ 592,790 02/27/07 Freese & Nichols $ 1,533.92 $4,879,305.83 03/19/07 G.M. Geer $ 1,350.00 $4,877,955.83 Total $5,000,000 04/10/07 Freese & Nichols $ 920.00 $4,877,035.83 05/02/07 Freese & Nichols $ 18,181.50 $4,858,854.83 06/14/07 TXU $ 250.00 $4,858,604.33 06/30/07 Freese & Nichols $ 42,957.60 $4,815,646.73 07/23/07 Freese & Nichols $ 46,715.00 $4,768,931.73 08/31/07 Freese & Nichols $ 10,408.54 $4,758,523.19 08/31/07 Freese & Nichols $ 5,272.75 $4,753,250.44 08/31/07 Freese & Nichols $ 11,595.00 $4,741,655.44 08/31/07 Dallas Morning News $ 267.40 $4,741,388.04 09/30/07 Freese & Nichols $ 396.75 $4,740,991.29 10/16/07 LandAmerica Title $ 458.00 $4,740,533.29 11/19/07 Four D Construction $ 496,831.95 $4,243,701.34 11/19/07 Landmark Structures $ 230,636.25 $4,013,065.09 12/11/07 Landmark Structures $ 336,395.00 $3,676,670.09 12/18/07 Four D Construction $ 158,553.90 $3,518,116.19 01/08/08 Freese & Nichols $ 4,111.25 $3,514,004.94 01/14/08 Landmark Structures $ 613,260.15 $2,900,744.79 02/06/08 Landmark Structures $ 218,916.10 $2,681,828.69 02/11/08 Four D Construction $ 146,639.43 $2,535,189.26 02/29/08 Freese & Nichols $ 5,232.50 1 $2,529,956.76 Status: The 1.5 MG elevated storage tank is under construction and is anticipated to be complete in the Fall of 2008. The First Street 20" pipeline is also under construction and is anticipated to be complete in the summer of 2008. Project: 03/06/07 LandAmerica Wilson $2,005,400.00 $ 0 Community Park 6/20/07 Grant Reimbursement $ (500,000.00) $ 500,000.00 $2, 005,400 Status: March 9, 2007, Purchased 57 acres of land from PISD. Town staff is working with PISD on a possible joint project with the Stadium architect. Project: 11/13/07 Appraisal Consultation $ 2,800.00 $ 697,200.00 Park Project 01/08/08 LaTerra Design $ 5,320.00 $ 691,880.00 $700,000 Status: Folsom Park design is being designed by La Terra Studios. This project will be bid in March, 2008. Anticipated completion date is summer 2008. Project: 11/20/07 JRJ Paving $186,239.56 $ 321,382.24 Street Paving Projects $469-099 01/08/08 JRJ Paving $196,994.84 $ 124,387.40 $507,621.80 Status: Paving is complete, cleaning up and back filling being done. Project: 02/13/08 Dallas Morning New $ 267.40 $ 499,732.60 Prosper Road Improvements $500,000 Status: Design proposals for the three (3) roadway projects are to be considered by Council in March I, 2008. The Town has received monetary consideration from Collin County for 50% matching funds on their November, 2007 bond election. Project: 9/30/07 Dowdey & Associates $ 3,500.00 $ 516,400.00 Prosper Trail Drainage 11/06/07 Dowdey & Associates $ 1,500.00 $ 514,900.00 Culverts 12/11/07 Dowdey & Associates $ 5,944.99 $ 508,955.01 $519,900 01/31/08 Dowdey & Associates $ 549.08 $ 508,405.93 Status: Quality Excavation has been awarded this project and will begin construction in March, 2008. The construction is anticipated to take 90 days to complete. Project: 12/18/07 DHS Auto -lift sta. mod $ 1,568.65 $ 75,431.35 Water Flow Reversal 12/18/07 DHS Auto -lift sta. mod $ 10,925.00 $ 64,506.35 $77,000 02/29/08 Preston Services $ 500.00 $ 64,006.35 Status: Flow has been turned over to NTMWD and staff is cleaning up plant. Freese & Nichols is preparing a closure plan for TECQ. Payment pending invoicing. Project: 01/08/08 Ferguson WW-Toll Rd $ 4,389.58 $ 271,610.42 Water/Sewer Line Repl. 01/22/08 Ferguson WW $ 695.10 $ 270,915.32 Water: $160,000 01/31/08 Rodman $ 16,240.00 $ 254,675.32 Sewer: $116,000 Status: Project: 01/02/08 Brookhollow $ 5,953.75 $ 969,046.25 Kohl's Development 01/02/08 G.E. Walker $ 29,599.74 $ 939,446.51 $975,000 01/02/08 G.E. Walker $ 14,377.49 $ 925,069.02 02/26/08 G.E. Walker $ 16,153.75 $ 908,915.27 02/26/08 G.E. Walker $ 40,488.00 $ 868,427.27 02/29/08 AJ Bedford Group $ 800.00 1 $ 867,627.27 Status: The project has been bid by Land Plan with Rodman Excavation being the low bidder. Construction will begin in March, 2008 and is anticipated to be completed in September, 2008. Project: 3/21/07 UTRWD $ 62,500.00 $ 1,257,319.98 Remaining bond funds 04/24/07 Ferguson (6" Line) $ 10,594.79 $ 1,246,725.19 available 04/24/07 Keys Tapping(6" line) $ 180.00 $ 1,246,545.19 04/24/07 Barbosa Const(6" line) $ 31,500.00 $ 1,215,045.19 $1,281,198.18 05/31/07 Keys Tapping (6" line) $ 195.00 $ 1,214,850.19 05/31/07 Texas Meter $ 441.60 $ 1,214,408.59 05/31/07 Barbosa Const(6" line) $ 7,500.00 $ 1,206,908.59 05/31/07 Home Depot $ 192.50 $ 1,206,716.09 05/31/07 Barbosa Const(6" line) $ 3,500.00 $ 1,203,213.09 05/31/07 Ferguson Waterworks $ 1,028.80 $ 1,202,187.29 05/31/07 Ferguson Waterworks $ 347.19 $ 1,201,840.10 05/31/07 Ferguson Waterworks $ 45.00 $ 1,201,795.10 11/20/07 Ferguson Waterworks $ 4,582.16 $ 1,197,212.94 12/18/07 Barbosa Const(12" line) $ 7,600.00 $ 1,189,612.94 01/02/08 UTRWD-Fees $ 68,095.84 $ 1,121,517.10 Added to St Paving Proj $ (38,621.80) $ 1,160,138.90 Status: The 6" pipeline from Coleman to Church is complete. The fee to UTRW is to have Prosper included the study for the Doe Branch wastewater treatment plant. Project: Interest available: $687,745.66 Status: Interest available for future project FY 2007-2008 Total Bond Expenditures Balance $11,842,119.98 $ 4,718,553.05 $ 7,123,566.93 Interest 687,745.66 $ 7,811,312.59 General Ledger: FY 06/07 Expense $1,885,933.59 FY 07/08 Expense $2,832,619.46 Total Expenses $4,718,553.05 ENGINEERING p TOWN SPER To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer CC: Mike Land, Town Manager Re: Town Council Meeting — March 25, 2008 Date: March 20, 2008 Agenda Item: Consider and act upon 1) approval of an Engineering Services Agreement with Dowdey, Anderson & Associates, Inc., regarding the Prosper Trail Improvements (Dallas North Tollway to Preston Road) and 2) adopt a resolution authorizing the Town Manager to execute the same. Description of Agenda Item: In November 2007, residents of Collin County voted to approve a $329 million bond program that will fund desperately needed roads, parks, open space and facilities throughout Collin County. Of that, nearly $4.5 million was allocated to the Town of Prosper for the following roadway widening projects. • Prosper Trail Improvements: (Dallas North Tollway to Preston Road) • First Street Improvements: (Preston Road to Coit Road) • Coit Road Improvements: (First Street to US 380) This contract is for the design of the Prosper Trail Improvements (Dallas North Tollway to Preston Road) and consists of widening the existing two-lane asphalt roadways to four -lane divided roadways with concrete curb and underground drainage. At all median openings multiple underground conduits will be installed to facilitate future street lighting and irrigation in the medians. Also included in the design of these projects are turn lanes necessary to facilitate future traffic demands. While the Town is working with the County on an Interlocal Agreement to receive its share of the approved County funds, Town staff recommends proceeding with the design of these improvements using existing Town bond funds. As part of the Interlocal Agreement, the Town will receive credit for its expenditures on the design and anticipates the County will allocate the Town with its approved funds this fiscal year. One stipulation of receiving the County funds is that the Town must have its funds available prior to the start of construction on the project. Since the design of the roadway projects are anticipated to take approximately six months to complete, the Town has adequate time to secure the remaining construction funding for the project. Agenda Item No. 7 - Page 1 of 2 Budget Impact: The $315,000 for the design of the improvements is to be funded by the 2006 CO Bonds. Of the $4,964,700 total estimated design and construction costs for the project, the Collin County Bond Program approved a total of $2,217,713 for matching funds. The remaining balance is anticipated to be funded from an upcoming bond sale. Legal Obligations and Review: The contract is a standard engineering services agreement previously approved by the Town Attorney. Attached Documents: The following documentation is being provided for review: • Engineering Services Agreement • Resolution authorizing the Town Manager to execute the agreement Board. Committee and/or Staff Recommendation: Town staff recommends that the Town Council: 1) approve the Engineering Services Agreement with Dowdey, Anderson & Associates, Inc., in the amount of $305,000 for the Prosper Trail Improvements (Dallas North Tollway to Preston Road) and 2) adopt a resolution authorizing the Town Manager to execute the same. Agenda Item No. 7 - Page 2 of 2 AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS (TOWN) DOWDEY, ANDERSON & ASSOCIATES, INC. (CONSULTANT) FOR ENGINEERING SERVICES AGREEMENT made as of the day of in the Year Two Thousand and BETWEEN the Town: The Town of Prosper, Texas P.O. Box 307 113 W Broadway Prosper, Texas 75078 telephone 972-346-2640 facsimile 972-347-2111 and the Consultant: Dowdey, Anderson & Associates, Inc. 5225 Village Creek Drive, Ste 200 Plano, Texas 75093 telephone 972-931-0694 facsimile 972-931-9538 DAA Job No. 07114 for the following Project: Prosper Trail Improvements from Dallas North Tollway to Preston Road The Town and the Consultant agree as set forth below. THIS AGREEMENT is made and entered by and between the Town of Prosper, Texas, hereinafter referred to as "Town", and Dowdey, Anderson & Associates, Inc., hereinafter referred to as "Consultant', to be effective from and after the date as provided herein the "Agreement'. Design Services Agreement Page 1 of 17 WHEREAS, the Town desires to engage the services of the Consultant to prepare Construction Documents for thoroughfare improvements to Prosper Trail from Preston Road to the northbound service road of the Dallas North Tollway in the Town, hereinafter referred to as the "Project"; and WHEREAS, the Consultant desires to render such engineering services for the Town upon the terms and conditions provided herein. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parities hereto agree as follows: ARTICLE 1 CONSULTANT'S SERVICES 1.1 Employment of the Consultant - The Town hereby agrees to retain the Consultant to perform professional services in connection with the Project. Consultant agrees to perform such services in accordance with the terms and conditions of this Agreement. 1.2 Scope of Services - The parties agree that Consultant shall perform such services as are set forth and described in Exhibit "A", which is attached hereto and incorporated herein by reference for all purposes. The parties understand and agree that deviations or modifications to the scope of services described in Exhibit'W', in the form of written change orders, may be authorized from time to time by the Town. 1.3 Schedule of Work - The Consultant agrees to commence work immediately upon execution of this Agreement, and to proceed diligently with said work to completion as described in the Completion Schedule/Project Billing/Project Budget attached hereto as Exhibit "B" and incorporated herein by reference for all purposes. ARTICLE 2 THE TOWN'S RESPONSIBILITIES 2.1 Proiect Data - The Town shall furnish required information, that it currently has in its possession, as expeditiously as necessary for the orderly progress of the work, and the Consultant shall be entitled to rely upon the accuracy and completeness thereof. 2.2 Town Proiect Manaaer - The Town shall designate, when necessary, a representative authorized to act on the Town's behalf with respect to the Project (the "Project Manager"). The Town or such authorized representative shall examine the documents submitted by the Consultant and shall render any required decisions pertaining thereto as soon as Design Services Agreement Page 2 of 17 practical so as to avoid unreasonable delay in the progress of the Consultant's services. ARTICLE 3 CONSULTANT'S COMPENSATION 3.1 Compensation for Consultant's Services - As described in "Article 1, Consultant's Services", compensation for this project shall be on a time and expense basis not to exceed Three Hundred Fifteen Thousand Dollars and zero cents, ($315,000.00), ("Consultant's Fee") and shall be paid in accordance with Article 3 and the Completion Schedule/Project Billing/Project Budget as set forth in Exhibit "B". The final 5% of the Consultant's Fee, or $ (15,750.00), shall not be paid until the Consultant has delivered the final product as specified in the Project Deliverables section of the Scope of Services attached hereto as Exhibit "A". 3.4 Invoices - No payment to the Consultant shall be made until Consultant tenders an invoice to the Town. Payments are payable to the Consultant within thirty (30) days from the date of invoice as long as the invoice is mailed to Town within three (3) days of the date of the invoice. Invoices are to be mailed to Town immediately upon completion of each individual task listed in Exhibit "B". If any invoice remains outstanding and unpaid for more than sixty (60) days from the date of invoice, and Consultant has fully performed its obligations as set forth herein, the Consultant has the option upon written notice to the Town, to suspend all work specified under this Agreement until the account is brought current. Continued performance and/or completion of work by the Consultant under this Agreement shall resume upon the payment of the earned fees by the Town. 3.5 Failure to Pay - Failure of the Town to pay an invoice, for a reason other than cause, to the Consultant within sixty (60) days from the date of the invoice shall grant the Consultant the right, in addition to any and all other rights provided, to, upon written notice to the Town, refuse to render further services to the Town and such act or acts shall not be deemed a breach of this Agreement. The Town shall not be required to pay any invoice submitted by the Consultant if the Consultant breached any provision(s) herein. 3.6 Adjusted Compensation - If the Scope of the Project or if the Consultant's services are materially changed, the amounts of the Consultant's compensation shall be equitably adjusted as approved by Town. Any additional amounts paid to the Consultant as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. 3.7 Project Suspension - If the Project is suspended or abandoned in whole or in part for more than three (3) months, Consultant shall be entitled to Design Services Agreement Page 3 of 17 compensation for any and all work completed to the satisfaction of Town in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment, Consultant shall deliver to Town all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any other items prepared by Consultant in connection with this Agreement prior to Consultant receiving final payment. The Town shall not reuse or make any modification to the documents without the prior written authorization of the Consultant. The Town agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees, and subconsultants against any damages, liabilities, or costs, including reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way connected with the unauthorized reuse or modification of the documents by the Town or any person or entity that acquires or obtains the documents from or through the Town without the written authorization of the Consultant. If the Project is resumed after being suspended for more than three (3) months, the Consultant's compensation shall be equitably adjusted as approved by the Town. Any additional amounts paid to the Consultant after the Project is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 ARTICLE 5 CONSULTANT'S ACCOUNTING RECORDS ARTICLE 6 AUDITS AND RECORDS/PROHIBITED INTEREST The Consultant agrees that at any time during normal business hours and as often as Town may deem necessary, Consultant shall make available to representatives of the Town for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the Town to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of one (1) year from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Consultant agrees that it is aware of the prohibited interest requirement of the Town Charter, which is repeated on the Affidavit, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit attached hereto and incorporated herein by reference for all purposes. Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. Design Services Agreement Page 4 of 17 ARTICLE 7 TERMINATION OF AGREEMENT/REMEDIES Either party, on thirty (30) days written notice to Consultant, terminate this Agreement, for any reason, before the termination date hereof, and without prejudice to any other remedy it may have. If Town terminates this Agreement due to a default of and/or breach by Consultant and the expense of finishing the Project exceeds the Consultant's Fee at the time of termination, Consultant waives its right to any portion of Consultant's Fee as set forth in Article 3 herein and agrees to pay any costs over and above the fee which Town is required to pay in order to finish the Project. On any default and/or breach by Consultant, Town may elect not to terminate the Agreement, and in such event it may make good the deficiency in which the default consists, and deduct the costs from the Consultant's Fee due Consultant as set forth in Article 3 herein. If Town terminates this Agreement and Consultant is not in default of the Agreement, Consultant shall be entitled to compensation for any and all work completed to the satisfaction of Town in accordance with the provisions of this Agreement prior to termination. In the event of any termination, Consultant shall deliver to Town all finished and/or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any other items prepared by Consultant in connection with this Agreement prior to Consultant receiving final payment. The Town shall not reuse or make any modification to the documents without the prior written authorization of the Consultant. The Town agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees, and subconsultants against any damages, liabilities, or costs, including reasonable attorneys' fees and defense costs, arising from or allegedly arising from or in any way connected with the unauthorized reuse or modification of the documents by the Town or any person or entity that acquires or obtains the documents from or through the Town without the written authorization of the Consultant. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. ARTICLE 8 DISPUTE RESOLUTION/MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary mediation to be conducted by a mutually acceptable mediator. ARTICLE 9 INDEMNITY Design Services Agreement Page 5 of 17 Consultant shall release, indemnify and hold harmless Town and its Town Council members, officers, representatives and employees from and against all damages, injuries (including death), property damages (including loss of use), and costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or resulting from the performance of the work caused by the negligent act and/or wrongful intentional act and/or omission of Consultant, its officers, representatives, employees, subcontractors, licensees, invitees or any other third parties from whom Consultant is legally responsible (hereinafter "Claims"). Consultant is expressly required to defend Town against all such Claims. Town reserves the right to provide a portion or all of its own defense; however, Town is under no obligation to do so. ARTICLE 10 LIMITATION OF LIABILITY In recognition of the relative risks and benefits of the project to both the Town and the Consultant, the risks have been allocated such that the Town agrees, to the fullest extent permitted by law, to limit the liability of the Consultant to the Town for any and all claims, losses, damages of any nature whatsoever, or claims expenses from any cause or causes, including attorneys' fees and costs and expert -witness fees and costs, so that the total aggregate liability of the Consultant to the Town shall not exceed the Consultant's total fee for services rendered on this project. It is intended that this limitation applies to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. ARTICLE 11 OWNERSHIP OF DOCUMENTS Drawings and specifications as instruments of service are and shall remain the property of the Consultant, whether or not the project for which they are made is executed. These drawings and specifications are not to be used by the Town on other projects or extensions, or for purposes of construction to this project, except by agreement in writing and with appropriate compensation to the Consultant. ARTICLE 12 JOBSITE SAFETY Neither the professional activities of the Consultant, nor the presence of the Consultant or its employees and subconsultants at a construction/project site, shall relieve the contractor of its obligations, duties, and responsibilities including, but not limited to, construction means, methods, sequence, techniques, or procedures necessary for performing, superintending, and coordinating the work in accordance with the contract documents and any health or safety precautions Design Services Agreement Page 6 of 17 required by the regulatory agencies. The Consultant and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures. The Town agrees that the contractor shall be solely responsible for jobsite safety and warrants that this intent shall be carried out in the Town's contract with the contractor. The Town also agrees that the Town, the Consultant, and the Consultant's subconsultants shall be indemnified by the contractor and shall be made additional insureds under the contractor's policies of general liability insurance. ARTICLE 13 NOTICES Consultant agrees that all notices or communications to Town permitted or required under this Agreement shall be delivered to Town at the following addresses: Town Manager Town of Prosper P.O. Box 307 Prosper, Texas 75034 Town agrees that all notices or communication to Consultant permitted or required under this Agreement shall be delivered to Consultant at the following address: Michael S. Dowdey, P.E. Dowdey, Anderson & Associates, Inc. 5225 Village Creek Drive, Ste 200 Plano, Texas 75093 Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked by the sending party. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 14 MISCELLANEOUS 14.1 Complete Agreement - This Agreement, including the exhibits hereto labeled "A" through "C", all of which are incorporated herein for all purposes, constitute the entire agreement by and between the parties Design Services Agreement Page 7 of 17 regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. 14.2 Assignment and Subletting - The Consultant agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the Town. The Consultant further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Consultant of its full obligations to the Town as provided by this Agreement. All such approved work performed by assignment or subletting shall be billed through Consultant, and there shall be no third party billing. 14.3 Successors and Assigns - Town and Consultant, and their partners, assigns, successors, subcontractors, executors, officers, agents, employees, representatives, and administrators are hereby bound to the terms and conditions of this Agreement. 14.4 Severability - In the event a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 14.5 Venue - This entire Agreement is performable in Collin County, Texas and the venue for any action related directly or indirectly, to this Agreement or in any manner connected therewith shall be Collin County, Texas, and this Agreement shall be construed under the laws of the State of Texas. 14.6 Execution/Consideration - This Agreement is executed by the parties hereto without coercion or duress for any substantial consideration, the sufficiency of which is forever confessed. 14.7 Authority - The individuals executing this Agreement on behalf of the respective parties below 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 on 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 date thereof. Design Services Agreement Page 8 of 17 14.8 Waiver - Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance. 14.9 Headinas - The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 14.10 Multiple Counterparts - This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 14.11 Sovereign Immunity - The parties agree that the Town has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. 14.12 Representatives - Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 14.13 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. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. Effective Date: TOWN CONSULTANT The Town of Prosper, Texas Dowdey, Anderson & Associates, Inc. By: By: Name Title: Town Manager Title: Secretary - Treasurer Design Services Agreement Page 9 of 17 STATE OF TEXAS: COUNTY OF COLLIN: BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED , KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPATOWN THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF , 2008. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS STATE OF TEXAS: COUNTY OF COLLIN: BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED , KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPATOWN THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF 12008. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS Design Services Agreement Page 10 of 17 EXHIBIT "A" SCOPE OF SERVICES Agreement between the Town of Prosper, Texas (Town) And Dowdey, Anderson & Associates, Inc. (Consultant) PROJECT DESCRIPTION Task 1 - the Consultant shall perform a Boundary Survey to establish existing property lines along proposed route for creation of necessary alignments, right- of-way takes, and easement preparation. Task 2A - the Consultant shall perform a Topographic Survey consisting of 1' contour intervals of the referenced tract of land, as required to design the Project. Task 2B - the Consultant shall perform a Topographic Survey to tie down existing underground utilities both horizontally and vertically in specified locations to aid in thoroughfare design. Task 3A - the Consultant's work shall include the preparation of detailed Construction Documents in compliance with the Town's standards for the construction of the thoroughfare improvements to Prosper Trail from Preston Road to the northbound service road of the Dallas North Tollway. ADA compliance certification is not included in this agreement. The Construction Documents shall include the following: a. Erosion Control Plan - the Consultant shall prepare an Erosion Control Plan for the purposes of providing information to the Town's Storm Water Pollution Prevention Plan (SWPPP) administrator. The Town or administrator shall prepare and submit the Notice of Intent application to the Texas Commission on Environmental Quality (TCEQ) for joint permits with the general contractor. The application shall be based upon the Erosion Control Plan completed by the Consultant, approved by the Town, and incorporated into the Construction Documents. The Town and general contractor shall be subsequently responsible for the filing of the Notice of Termination. b. Paving Plan - the Consultant shall provide horizontal and vertical information on the Paving Plans for each street in the Project. Paving Plans shall include curb return and inlet locations. If required, documents shall include turn lanes and alleys. c. Water Plan - the Consultant shall provide the horizontal alignment of water mains and profiles for any waterline 12" in diameter or larger. A Design Services Agreement Page 11 of 17 schematic location of the fire hydrants shall be shown on the Water Plan along with water service sizes and locations. d. Storm Sewer Plan - the Consultant shall provide a drainage area map with hydraulic calculations to determine inlet locations and storm flow calculations. The Construction Documents shall include storm conduit size, grade, location, and hydraulic computations. e. Traffic Control Plan - the Consultant shall provide a Traffic Control Plan to redirect traffic during construction, as required by the Town. The contractor shall furnish a final Temporary Traffic Plan and shall be responsible for its implementation. The plan shall include temporary signage and striping, if necessary. f. Signage Plan - the Consultant shall provide a Signage Plan that illustrates the approximate location of permanent traffic signage. g. Construction Details - the Consultant shall include all Construction Details as necessary to complete the Project. h. Data Coordinate Sheet - the Consultant shall provide horizontal data for the centerline of the right-of-way, along with bench marks and coordinates required to establish control for the proposed alignment. i. Record Drawings - the Town shall obtain record quantities of work and field locations of pertinent improvements from the contractor. Using that information, the Consultant shall prepare and submit Record Drawings as required by the Town ordinances with modifications specific to the Project. Task 3B - the Consultant shall provide a Street Light Plan that illustrates the approximate location of the street lights. The Consultant shall not be responsible for the electrical, lighting type, and design of the system. Task 4 - the Consultant shall prepare the necessary Easement/Right-Of-Way Documents as requested by the Town. The documents shall include an exhibit and metes and bounds. The processing of the Easement Documents shall be the responsibility of the Town. Task 5 - the Consultant shall prepare applications, exhibits, and other data necessary to obtain required TxDOT permits for connections to Preston Road (SH 289). The Consultant shall assist with the submittal and processing of applications, and coordinate and meet with Town staff as necessary. Task 6 - the Consultant shall coordinate franchise utility contact, easement, and design needs as required by the Town. Design Services Agreement Page 12 of 17 Task 7 - the Consultant shall assist the Town with Pre -Construction Services. This fee reflects the entire Project being bid as one package. Pre -Construction Services may include the following: a. Pre -Construction Meetings - the Consultant shall attend pre - construction meetings with the applicable Town representatives and the contractor chosen by the Town to construct the required public improvements. b. Preparation of Contracts - the Consultant shall assist the Town with the preparation of construction contracts, three-way contracts, and/or community facilities agreements, as required by the Town. c. Bid Documents and Bidding Assistance - the Consultant shall provide construction bidding services. Such services may include recommendation of pre -qualification criteria for bidders, establishment of bidding schedules, issuance of bidding documents to bidders, meeting with bidder to clarify Construction Documents, receipt of bids, and preparation of bid analysis and recommendations. The Consultant shall prepare quantity estimates including a quantity take -off per the approved Construction Documents. Task 8 - Reimbursable expenses, which includes printing and delivery service fees shall be billed at cost plus 10%. Note: The above Scope of Services excludes the following: • Traffic Light Design and Coordination • Traffic Impact Analysis • Thoroughfare Street Light Electrical and Structural Design • Geo-technical Studies • SWPPP Preparation or Inspections/Observations • Material Testing • Application Fees • Median Landscape Design • Construction Staking Design Services Agreement Page 13 of 17 DELIVERABLES For each bid package, (CONSULTANT) will deliver the following products to the Town of Prosper: PROJECT LABOR ALLOCATION TASK 1 $24,000 135 Hours TASK 2A $45,000 250 Hours TASK 2B $1,000 PER OCCURRENCE TASK 3A $198,000 1100 Hours TASK 3B $3,000 20 Hours TASK 4 $1,500 PER OCCURRENCE TASK 5 $6,000 30 Hours TASK 6 NOT TO EXCEED $5,000 TASK 7 NOT TO EXCEED $6,000 TASK 8 NOT TO EXCEED $12,000 TOTAL PROJECT $315,000, Not to Exceed 1535 Hours (includes estimated per occurrence items) Design Services Agreement Page 14 of 17 EXHIBIT B COMPLETION SCHEDULE/PROJECT BILLING/PROJECT BUDGET Agreement between the Town of Prosper, Texas (Town) And Dowdey, Anderson & Associates, Inc. (Consultant) For the (Prosper Trail Improvements from Dallas North Tollway to Preston Road) MONTH $ AMOUNT TASK COMPLETED 1 53,500 1, 2A (50%), 26 2 42,300 2A (100%), 3A (10%) 3 150,600 3A (80%), 3B, 4 4 25,300 3A (90%), 5 (50%), 6 (50%) 5 25,300 3A (100%), 5 (100%), 6 (100%) 6 15,000 7 (50%), 8 7 3000 7 000%) TOTAL $315,000, Includes estimated per occurrence items Note: Month 1 - total amount shall be $46,500, plus $1,000 per each Task 213 occurrence (estimated 7 occurrences = $7,000.00). (2) Month 3 - total amount shall be $141,600, plus $1,500 per each Task 4 occurrence (estimated 6 occurrences = $9,000.00). Design Services Agreement Page 15 of 17 EXHIBIT C AFFIDAVIT THE STATE OF TEXAS § COUNTIES OF COLLIN/DENTON § I, a member of the Consultant team make this affidavit and hereby on oath state the following: I, and/or a person or persons related to me, have a substantial interest in a business entity that would be peculiarly affected by my work or decision on the project as those terms are defined in Article 988b, V.T.C.S. The business entity is: have/has) a substantial interest in this business entity for the following reasons: (Check all which are applicable) Ownership of 10% or more of the voting shares of the business entity. Ownership of $2,500 or more of the fair market value of the business entity. Funds received from the business entity exceed 10% of income for the previous year. Real property is involved and have an equitable or legal ownership with a fair market value of at least $2,500. A relative of mine has substantial interest in the business entity or property that would be affected by my decision of the public body of which I am a member. Other: 4 None of the Above. Design Services Agreement Page 16 of 17 Upon the filing of this affidavit with the Town of Prosper, Texas, I affirm that I will abstain from acting on any decision involving this business entity and from any further participation on this matter whatsoever. Signed this day of , 2008. Signature of Official/Title BEFORE ME, the undersigned authority, this day personally appeared and on oath stated that the facts hereinabove stated are true to the best of his/her knowledge or belief. Sworn to and subscribed before me on this day of , 2008. Notary Public in and for the State of Texas My commission expires: Design Services Agreement Page 17 of 17 TOWN OF PROSPER, TEXAS RESOLUTION NO. 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 AN ENGINEERING SERVICES AGREEMENT FOR THE PROSPER TRAIL IMPROVEMENTS FROM THE DALLAS NORTH TOLLWAY TO PRESTON ROAD, BETWEEN DOWDEY, ANDERSON & ASSOCIATES, INC., 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, an Engineering Services Agreement for the Prosper Trail Improvements from Dallas North Tollway to Preston Road, between Dowdey, Anderson & Associates, Inc., and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 25th day of March, 2008. Charles Niswanger, Mayor ATTEST TO: Matthew Denton Town Secretary ENGINEERING To: Mayor and Town Council From: Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer CC: Mike Land, Town Manager Re: Town Council Meeting — March 25, 2008 Date: March 20, 2008 Agenda Item: Consider and act upon 1) approval of an Engineering Design Services Agreement with RLK Engineering, Inc., regarding the First Street Improvements (Preston Road to Coit Road) and Coit Road Improvements (First Street to US 380) and 2) adopt a resolution authorizing the Town Manager to execute the same. Description of Agenda Item: In November 2007, residents of Collin County voted to approve a $329 million bond program that will fund desperately needed roads, parks, open space and facilities throughout Collin County. Of that, nearly $4.5 million was allocated to the Town of Prosper for the following roadway widening projects. • Prosper Trail Improvements: (Dallas North Tollway to Preston Road) • First Street Improvements: (Preston Road to Coit Road) • Coit Road Improvements: (First Street to US 380) This contract is for the design of the First Street Improvements (Preston Road to Coit Road) and Coit Road Improvements (First Street to US 380) and consists of widening the existing two-lane asphalt roadways to four -lane divided roadways with concrete curb and underground drainage. At all median openings multiple underground conduits will be installed to facilitate future street lighting and irrigation in the medians. Also included in the design of these projects are turn lanes necessary to facilitate future traffic demands. While the Town is working with the County on an Interlocal Agreement to receive its share of the approved County funds, Town staff recommends proceeding with the design of these improvements using existing Town bond funds. As part of the Interlocal Agreement, the Town will receive credit for its expenditures on the design and anticipates the County will allocate the Town with its approved funds this fiscal year. One stipulation of receiving the County funds is that the Town must have its funds available prior to the start of construction on the project. Since the design of the roadway projects are anticipated to take approximately six months to complete, the Town has adequate time to secure the remaining construction funding for the project. Agenda Item No. 8 - Page 1 of 2 Budget Impact: The $493,250 for the design of the improvements is to be funded by the 2006 CO Bonds. The estimated construction cost for the First Street Improvements ($3,372,675) and the Coit Road Improvements ($3,071,245). Of the $6,937,170 total estimated design and construction costs for these projects, the Collin County Bond Program approved a total of $2,659,675 for matching funds. The remaining balance is anticipated to be funded from an upcoming bond sale. Legal Obligations and Review: The contract is a standard engineering services agreement previously approved by the Town Attorney. Attached Documents: The following documentation is being provided for review: • Engineering Services Agreement • Resolution authorizing the Town Manager to execute the agreement Board. Committee and/or Staff Recommendation: Town staff recommends that the Town Council: 1) approve the Engineering Design Services Agreement with RLK Engineering, Inc., regarding the First Street Improvements (from Preston Road to Coit Road) and Coit Road Improvements (from First Street to US 380) and 2) adopt a resolution authorizing the Town Manager to execute the same. Agenda Item No. 8 - Page 2 of 2 AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS (TOWN) AND RLK ENGINEERING, INC. (CONSULTANT) FOR ENGINEERING DESIGN SERVICES AGREEMENT made as of the day of BETWEEN the Town and the Consultant: for the following Project: in the Year Two Thousand and Seven: The Town of Prosper, Texas P.O. Box 307 113 W Broadway Prosper, Texas 75078 telephone 972-346-2640 facsimile 972-347-2111 RLK Engineering, Inc. 6136 Frisco Square Blvd, Suite 325 Frisco, Texas 75034 telephone 214-619-1733 facsimile 214-619-1833 FIRST STREET & COIT ROAD IMPROVEMENTS (First Street from Preston Road to Coit Road) (Colt Road from US 380 to First Street) The Town and the Consultant agree as set forth below. THIS AGREEMENT is made and entered by and between the Town of Prosper, Texas, hereinafter referred to as "Town", and RLK Engineering, Inc., hereinafter referred to as "Consultant", to be effective from and after the date as provided herein the "Agreement". Design Services Agreement Page 1 of 17 WHEREAS, the Town desires to engage the services of the Consultant to prepare Engineering Design Documents for First Street from Preston Road (SH 289) to Coit Road and for Coit Road from US Highway 380 to First Street in the Town, hereinafter referred to as the "Project"; and WHEREAS, the Consultant desires to render such Engineering services for the Town upon the terms and conditions provided herein. NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: That for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parities hereto agree as follows: ARTICLE 1 CONSULTANT'S SERVICES 1.1 Employment of the Consultant - The Town hereby agrees to retain the Consultant to perform professional services in connection with the Project. Consultant agrees to perform such services in accordance with the terms and conditions of this Agreement. 1.2 Scope of Services - The parties agree that Consultant shall perform such services as are set forth and described in Exhibit "A", which is attached hereto and incorporated herein by reference for all purposes. The parties understand and agree that deviations or modifications to the scope of services described in Exhibit "A", in the form of written change orders, may be authorized from time to time by the Town. 1.3 Schedule of Work - The Consultant agrees to commence work immediately upon execution of this Agreement, and to proceed diligently with said work to completion as described in the Completion Schedule/Project Billing/Project Budget attached hereto as Exhibit "B" and incorporated herein by reference for all purposes. ARTICLE 2 THE TOWN'S RESPONSIBILITIES 2.1 Proiect Data - The Town shall furnish required information, that it currently has in its possession, as expeditiously as necessary for the orderly progress of the work, and the Consultant shall be entitled to rely upon the accuracy and completeness thereof. 2.2 Town Proiect Manager - The Town shall designate, when necessary, a representative authorized to act on the Town's behalf with respect to the Project (the "Project Manager"). The Town or such authorized representative shall examine the documents submitted by the Consultant and shall render any required decisions pertaining thereto as soon as Design Services Agreement Page 2 of 17 practical so as to avoid unreasonable delay in the progress of the Consultant's services. ARTICLE 3 CONSULTANT'S COMPENSATION 3.1 Compensation for Consultant's Services - As described in "Article 1, Consultant's Services", compensation for this project shall be on a time and expense basis not to exceed Four Hundred Eighty Five Thousand Seven Hundred Fifty Dollars and zero cents ($493,250.00), ("Consultant's Fee") and shall be paid in accordance with Article 3 and the Completion Schedule/Project Billing/Project Budget as set forth in Exhibit "B". The final 5% of the Consultant's Fee, or $ ( 24,662.50), shall not be paid until the Consultant has delivered the final product as specified in the Project Deliverables section of the Scope of Services attached hereto as Exhibit "A$$ 3.4 Invoices — No payment to the Consultant shall be made until Consultant tenders an invoice to the Town. Payments are payable to the Consultant within thirty (30) days from the date of invoice as long as the invoice is mailed to Town within three (3) days of the date of the invoice. Invoices are to be mailed to Town immediately upon completion of each individual task listed in Exhibit "B". If any invoice remains outstanding and unpaid for more than sixty (60) days from the date of invoice, and Consultant has fully performed its obligations as set forth herein, the Consultant has the option upon written notice to the Town, to suspend all work specified under this Agreement until the account is brought current. Continued performance and/or completion of work by the Consultant under this Agreement shall resume upon the payment of the earned fees by the Town. 3.5 Failure to Pay - Failure of the Town to pay an invoice, for a reason other than cause, to the Consultant within sixty (60) days from the date of the invoice shall grant the Consultant the right, in addition to any and all other rights provided, to, upon written notice to the Town, refuse to render further services to the Town and such act or acts shall not be deemed a breach of this Agreement. The Town shall not be required to pay any invoice submitted by the Consultant if the Consultant breached any provision(s) herein. 3.6 Adjusted Compensation - If the Scope of the Project or if the Consultant's services are materially changed, the amounts of the Consultant's compensation shall be equitably adjusted as approved by Town. Any additional amounts paid to the Consultant as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. 3.7 Project Suspension - If the Project is suspended or abandoned in whole or in part for more than three (3) months, Consultant shall be entitled to Design Services Agreement Page 3 of 17 compensation for any and all work completed to the satisfaction of Town in accordance with the provisions of this Agreement prior to suspension or abandonment. In the event of such suspension or abandonment, Consultant shall deliver to Town all finished or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any other items prepared by Consultant in connection with this Agreement prior to Consultant receiving final payment. If the Project is resumed after being suspended for more than three (3) months, the Consultant's compensation shall be equitably adjusted as approved by the Town. Any additional amounts paid to the Consultant after the Project is resumed shall be agreed upon in writing by both parties before the services are performed. ARTICLE 4 ARTICLE 5 CONSULTANT'S ACCOUNTING RECORDS ARTICLE 6 AUDITS AND RECORDS/PROHIBITED INTEREST The Consultant agrees that at any time during normal business hours and as often as Town may deem necessary, Consultant shall make available to representatives of the Town for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the Town to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of one (1) year from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. The Consultant agrees that it is aware of the prohibited interest requirement of the Town Charter, which is repeated on the Affidavit, and will abide by the same. Further, a lawful representative of Consultant shall execute the Affidavit attached hereto and incorporated herein by reference for all purposes. Consultant understands and agrees that the existence of a prohibited interest during the term of this Agreement will render the Agreement voidable. ARTICLE 7 TERMINATION OF AGREEMENT/REMEDIES Town may, on thirty (30) days written notice to Consultant, terminate this Agreement, for any reason, before the termination date hereof, and without prejudice to any other remedy it may have. If Town terminates this Agreement Design Services Agreement Page 4 of 17 due to a default of and/or breach by Consultant and the expense of finishing the Project exceeds the Consultant's Fee at the time of termination, Consultant waives its right to any portion of Consultant's Fee as set forth in Article 3 herein and agrees to pay any costs over and above the fee which Town is required to pay in order to finish the Project. On any default and/or breach by Consultant, Town may elect not to terminate the Agreement, and in such event it may make good the deficiency in which the default consists, and deduct the costs from the Consultant's Fee due Consultant as set forth in Article 3 herein. If Town terminates this Agreement and Consultant is not in default of the Agreement, Consultant shall be entitled to compensation for any and all work completed to the satisfaction of Town in accordance with the provisions of this Agreement prior to termination. In the event of any termination, Consultant shall deliver to Town all finished and/or unfinished documents, data, studies, surveys, drawings, maps, models, reports, photographs and/or any other items prepared by Consultant in connection with this Agreement prior to Consultant receiving final payment. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by either parry shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. ARTICLE 8 DISPUTE RESOLUTION/MEDIATION In addition to all remedies at law, the parties may resolve/mediate any controversy, claim or dispute arising out of or relating to the interpretation or performance of this Agreement, or breach thereof, by voluntary mediation to be conducted by a mutually acceptable mediator. ARTICLE 9 INDEMNITY Consultant shall 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, in any way arising out of, related to, or resulting from the performance of the work caused by the negligent act and/or wrongful intentional act and/or omission of Consultant, its officers, agents, representatives, employees, subConsultants, licensees, invitees or any other third parties from whom Consultant is legally responsible (hereinafter "Claims"). Consultant is expressly required to defend Town against all such Claims. In its sole discretion, Town shall have the right to select or to approve defense counsel to be retained by Consultant in fulfilling its obligation hereunder to defend and indemnify Town, unless such right is expressly waived by Town in Design Services Agreement Page 5 of 17 writing. Town reserves the right to provide a portion or all of its own defense; however, Town is under no obligation to do so. Any such action by Town is not to be construed as a waiver of Consultant's obligation to defend Town or as a waiver of Consultant's obligation to indemnify Town pursuant to this Agreement. Consultant shall retain Town approved defense counsel within seven (7) business days of Town's written notice that Town is invoking its right to indemnification under this Agreement. If Consultant fails to retain counsel within such time period, Town shall have the right to retain defense counsel on its own behalf, and Consultant shall be liable for all costs incurred by Town. ARTICLE 10 NOTICES Consultant agrees that all notices or communications to Town permitted or required under this Agreement shall be delivered to Town at the following addresses: Mike Land, Town Manager Town of Prosper P.O. Box 307 Prosper, Texas 75078 Town agrees that all notices or communication to Consultant permitted or required under this Agreement shall be delivered to Consultant at the following address: Chad A. Pendley, P.E. Sr. Project Manager 6136 Frisco Square Blvd., Suite 325 Frisco, Texas 75034 Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. All notices or communication required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or communication is postmarked by the sending party. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other party in accordance with the provisions of this Agreement. ARTICLE 11 MISCELLANEOUS 11.1 Complete Agreement - This Agreement, including the exhibits hereto labeled "A" through "C", all of which are incorporated herein for all purposes, constitute the entire agreement by and between the parties Design Services Agreement Page 6 of 17 regarding the subject matter hereof and supersedes all prior and/or contemporaneous written and/or oral understandings. This Agreement may not be amended, supplemented, and/or modified except by written agreement duly executed by both parties. 11.2 Assignment and Subletting - The Consultant agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the Town. The Consultant further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the Consultant of its full obligations to the Town as provided by this Agreement. All such approved work performed by assignment or subletting shall be billed through Consultant, and there shall be no third party billing. 11.3 Successors and Assigns - Town and Consultant, and their partners, assigns, successors, subConsultants, executors, officers, agents, employees, representatives, and administrators are hereby bound to the terms and conditions of this Agreement. 11.4 Severability - In the event a term, condition, or provision of this Agreement is determined to be invalid, illegal, void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect as if such invalid, illegal, void, unenforceable or unlawful provision had never been contained herein. 11.5 Venue - This entire Agreement is performable in Collin County, Texas and the venue for any action related directly or indirectly, to this Agreement or in any manner connected therewith shall be Collin County, Texas, and this Agreement shall be construed under the laws of the State of Texas_ 11.6 Execution/Consideration - This Agreement is executed by the parties hereto without coercion or duress for any substantial consideration, the sufficiency of which is forever confessed. 11.7 Authority - The individuals executing this Agreement on behalf of the respective parties below 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 on 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 date thereof. Design Services Agreement Page 7 of 17 11.8 Waiver - Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance. 11.9 Headings - The headings of the various sections of this Agreement are included solely for convenience of reference and are not to be full or accurate descriptions of the content thereof. 11.10 Multiple Counterparts - This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 11.11 Sovereign Immunity — The parties agree that the Town has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. 11.12 Representatives — Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had the opportunity to confer with its counsel. 11.13 Miscellaneous Draftina 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. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest day as reflected by the signatures below. Design Services Agreement Page 8 of 17 Effective Date: The Town of Prosper, Texas 1-2 Title: Town Manager STATE OF TEXAS: COUNTY OF COLLIN: CONSULTANT RLK Engineering, Inc. By: Name Title: President BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED , KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPATOWN THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF , 2008. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS STATE OF TEXAS: COUNTY OF COLLIN: BEFORE ME, THE UNDERSIGNED AUTHORITY, A NOTARY PUBLIC IN AND FOR THIS STATE OF TEXAS, ON THIS DAY PERSONALLY APPEARED RONNY L. KLINGBEIL, P.E., KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE FOREGOING INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME FOR THE PURPOSE AND CONSIDERATION EXPRESSED, AND IN THE CAPATOWN THEREIN STATED. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF , 2008. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS Design Services Agreement Page 9 of 17 EXHIBIT "A" SCOPE OF SERVICES Agreement between the Town of Prosper, Texas (Town) And RLK Engineering, Inc. (Consultant) PROJECT DESCRIPTION Engineering services related to the construction of four lanes of First Street (A Minor 4-Lane Divided Thoroughfare) from Preston Road (SH 289) to Coit Road, and the construction of four lanes of Coit Road (A Major 6-Lane Divided Thoroughfare) from US Highway 380 northward to First Street in the Town of Prosper. The total length of First Street to be constructed is approximately 7,600 linear feet and includes paving and drainage design. The total length of Coit Road is approximately 5,800 linear feet and includes paving and drainage design. TASK 1 - DATA COLLECTION Meet with Town of Prosper engineering and public works staff to obtain pertinent utility plans, street plans, plats, right-of-way maps, existing easement information, contour maps, and other features within and pertaining to the project area. 2. Obtain record information from franchise utility companies. 3. Conduct field survey for design purposes. a. Establish horizontal and vertical control. b. Tie right-of-way / easement lines and corners, property lines and corners, trees six (6) inches in diameter and larger, fence lines, and other visible surface features. C. Verify horizontal and vertical location of existing utilities. d. When underground utilities are exposed, tie to survey baseline. e. Topographic information — topographic information including cross -sections of the existing ground features as needed for design. f. Horizontal and vertical location of the existing facilities, including existing pavement, fences, and utility appurtenances such as water valves, fire hydrants, manholes, etc., will be obtained (within construction area). Design Services Agreement Page 10 of 17 TASK 2 -PRELIMINARY ENGINEERING DESIGN 1. Prepare preliminary plans. a. Establish preliminary horizontal and vertical alignments. b. Locate utility crossing, and nearby utilities, and other nearby improvements. C. Establish preliminary construction easement/right-of-way needs, if any. d. Delineate drainage areas and make evaluations as to the extent drainage facilities are required in conjunction with the project. e. Establish preliminary locations for drainage facilities. 2. Work with affected utilities such as water, sewer, gas, telephone, cable TV, and electric to obtain accurate information for horizontal and vertical data for their facilities. Identify which utilities must be protected or relocated. 3. Prepare an estimate of construction quantities and develop preliminary statement of probable construction costs. 4. Submit three (3) sets of preliminary plans and estimates to the Town for review. 5. Meet with the Town to discuss preliminary plans and estimates. 6. Attend Public Meetings as necessary. 7. Distribute the plans to local utility companies to obtain information regarding impacts to their facilities. TASK 3 — FINAL ENGINEERING DESIGN 1. Revise preliminary plans incorporating comments from the Town. 2. Incorporate comments from the utility companies. 3. Finalize plan for proposed improvements. 4. Prepare Technical Specifications (if required). 5. Incorporate standard details into the plans and prepare additional details as required. 6. Submit three (3) sets of final plans and estimates to the Town for review. 7. Meet with the Town to discuss final plans and estimates. Design Services Agreement Page 11 of 17 8. Submit reproducible plans, one set of black line prints, floppy disks with design files, and original bid documents to the Town. 9. Prepare erosion control plans to comply with the EPA Storm Water Management Program (if required). TASK 4 — BID PHASE SERVICES Take off final bid quantities and prepare final opinion of probable construction cost. 2. Assist in preparing final bid documents including proposal forms, construction plans, specifications, and contract documents (as required). Consultant to recoup cost of bid sets by non-refundable deposit from bidders (if bid documents are prepared and distributed by consultant). 3. Assist the Town staff in advertising for bids (if required) 4. Assist the Town if requested in opening bids, and prepare a bid tabulation for all bidders. 5. Assist the Town if requested to evaluate the lowest and second lowest bidder. Bid evaluation will include the contractor's: a. Past work history; b. Financial resources; and C. Physical resources to produce the project. 6. If requested by the Town, a summary of bid analysis will be provided to the Town for use in selection and award of the construction contract. 7. Assist the Town staff in a pre -construction conference. 8. Furnish 8 sets of final plans for construction. TASK 5 — CONSTRUCTION ADMINISTRATION Provide periodic site visits by the design project engineer. 2. Assist Town staff in responding to requests for information. 3. Assist City staff in review and processing of contractor payment applications, field change requests, and construction change orders. 4. Assist City staff with final punch lists. 5. Prepare Record Drawings - Utilizing Town and contractor as -built information, the consultant will prepare one (1) set of reproducible record drawing for the Town including a floppy disk copy of all construction plan sheets. Design Services Agreement Page 12 of 17 EXCLUSIONS The scope of this proposal specifically excludes the following items. However these items can be provided if necessary with a revision to scope of work and fees. 1. Computer modeling and routing of water flows; 2. Final Plat; 3. Utility relocations and improvements. 4. Irrigation, Illumination, and Landscaping Design. 5. Environmental assessment or remediation, USCOE 404 Individual Permits or Mitigation Plans; 6. Fees for permits and bid advertising; 7. Traffic engineering reports or studies; 8. Floodplain reclamation plans, FEMA CLOMR or LOMR; 9. Construction inspection; 10. Designs for trench safety; 11. Retaining walls; 12. Consulting services by others not included in proposal; 13. Quality control and testing services during construction; DELIVERABLES For each bid package, RLK Engineering, Inc. will deliver the following products to the Town of Prosper: 1. Three (3) sets of preliminary plans and estimates for review. 2. Three (3) copies of right-of-way acquisition documents. 3. Three (3) sets of final plans and estimates for review. 4. Two (2) sets of construction contract documents, including technical specifications and proposals. 5. Eight (8) sets of final plans for construction. 6. One (1) set of reproducible record drawings, including an electronic copy of all construction plan sheets. Design Services Agreement Page 13 of 17 PROJECT LABOR ALLOCATION TASK 1 Meet with City / Obtain Project Information 40 Data Collection Obtain Franchise Utility Information 40 Conduct field survey for design 360 Task 1 Subtotal 440 Hours TASK 2 Prepare Preliminary Drawings 1680 Preliminary Prepare ROW Acquisition Documents 120 Engineering Design Coordinate with Utilities 40 Attend Public Meetings 24 Prepare Quantity and Cost Estimate 40 Submit for Review 16 Meetings with City 24 Task 2 Subtotal 1944 Hours TASK 3 Revise Preliminary Plans & Address Comments 960 Final Engineering Finalize Plans & Incorporate Standards 320 Design Attend Public Meetings 24 Prepare Technical Specs / Proposal 80 Submit for Review 8 Meetings with City 24 Task 3 Subtotal 1416 Hours TASK 4 Prepare Final Bid Documents 64 Bid Phase Services Assist City with Bidding 80 Assist City with Pre -Construction 16 Task 4 Subtotal 160 Hours TASK 5 Provide Periodic Site Visits (Observation) 420 Construction Assist City with Requests for Information 80 Administration Prepare Record Drawings 40 Task 5 Subtotal 540 Hours TOTAL PROJECT 4500 Hours Design Services Agreement Page 14 of 17 EXHIBIT B ESTIMATED COMPLETION SCHEDULE/PROJECT BILLING/PROJECT BUDGET Agreement between the Town of Prosper, Texas (Town) and RLK Engineering, Inc. (Consultant) For the AMR FIXED BASE SYSTEM DEPLOYMENT MONTH $ AMOUNT TASK COMPLETED April 2008 $ 43,200.00 TASK 1 (80%) May 2008 $ 34,958.75 TASK 1 (100%) TASK 2 (10%) June 2008 $ 60,396.88 TASK 2 (35%) July 2008 $ 60,396.87 TASK 2 (60%) August 2008 $ 60,396.88 TASK 2 (85%) September 2008 $ 56,004.37 TASK 2 (100%) TASK 3 (15%) October 2008 $ 46,121.25 TASK 3 (50%) November 2008 $ 32,943.75 TASK 3 (75%) December 2008 $ 32,943.75 TASK 3 (100%) January 2009 $ 16,471.88 TASK 4 (75%) February 2009 $ 5,490.62 TASK 4 (100%) March 2009 $ 2,196.25 TASK 5 (5%) June 2009 $ 3,294.37 TASK 5 (25%) September 2009 $ 3,294.38 TASK 5 (40%) December 2009 $ 3,294.37 TASK 5 (55%) March 2010 $ 3,294.38 TASK 5 (70%) June 2010 $ 3,294.37 TASK 5 (85%) August 2010 $ 25,256.88 TASK 5 (100%) + RETAINAGE TOTAL $ 493,250.00 PROJECT SCHEDULE (See Exhibit "D" attached hereto and incorporated herein for all purposes) Design Services Agreement Page 15 of 17 EXHIBIT C THE STATE OF TEXAS § COUNTIES OF COLLINMENTON § I, a member of the Consultant team make this affidavit and hereby on oath state the following: I, and/or a person or persons related to me, have a substantial interest in a business entity that would be peculiarly affected by my work or decision on the project as those terms are defined in Article 988b, V.T.C.S. The business entity is: have/has) a substantial interest in this business entity for the following reasons: (Check all which are applicable) Ownership of 10% or more of the voting shares of the business entity. Ownership of $2,500 or more of the fair market value of the business entity. Funds received from the business entity exceed 10% of income for the previous year. Real property is involved and have an equitable or legal ownership with a fair market value of at least $2,500. A relative of mine has substantial interest in the business entity or property that would be affected by my decision of the public body of which I am a member. Other: Upon the filing of this affidavit with the Town of Prosper, Texas, I affirm that I will abstain from acting on any decision involving this business entity and from any further participation on this matter whatsoever. Signed this day of , 2008. Signature of Official/Title Design Services Agreement Page 16 of 17 BEFORE ME, the undersigned authority, this day personally appeared and on oath stated that the facts hereinabove stated are true to the best of his/her knowledge or belief. Sworn to and subscribed before me on this day of .2008 Notary Public in and for the State of Texas My commission expires: Design Services Agreement Page 17 of 17 TOWN OF PROSPER, TEXAS RESOLUTION NO. 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 AN ENGINEERING DESIGN SERVICES AGREEMENT FOR THE FIRST STREET IMPROVEMENTS (PRESTON ROAD TO COIT ROAD) AND COIT ROAD IMPROVEMENTS (FIRST STREET TO US 380), BETWEEN RLK ENGINEERING INC., 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, an Engineering Design Services Agreement for the First Street Improvements (Preston Road to Coit Road) and Coit Road Improvements (First Street to US 380) between RLK Engineering, Inc., and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 25th day of March, 2008. Charles Niswanger, Mayor ATTEST TO: Matthew Denton Town Secretary s p TOWN ER To: Mayor and Town Council ENGINEERING From: Hulon T. Webb, Jr., P.E., Director of Development Services/Town Engineer CC: Mike Land, Town Manager Re: Town Council Meeting — March 25, 2008 Date: March 20, 2008 Agenda Item: Consider and act upon 1) approval of a Professional Services Changer Order #1 with RLK Engineering, Inc., regarding the Highland Meadows Drainage Improvements and 2) adopt a resolution authorizing the Town Manager to execute the same. Description of Agenda Item: On May 8, 2007, staff discussed with the Town Council the drainage situation in the Highland Meadows Subdivision where an existing drainage channel located along the rear of the properties fronting Fair Oaks is unable to handle the existing drainage from the south as well as from the adjacent properties. Due to the necessity to expedite this project, an engineering services contract in the amount of $9,650 for this work was ratified by Town Council at the June 12, 2007, Town Council Meeting. The design for this project was complete in July 2007 and the project was advertised for bids in anticipation of a bid award to be acted upon by the Council at the August 14, 2007, Town Council Meeting. Unfortunately there were no bidders on the project the first or second time it was advertised. On October 9, 2007, the Town Council rejected a single bid received the third time it was advertised due to the significant cost proposal received versus the funds allocated. On November 19, 2007, Town staff attended an HOA meeting where another drainage issue was discussed; that issue being that another drainage channel located west of Blue Forest Drive has continual standing water in it and needed immediate attention. Staff immediately met with the design engineer on -site and it found what appeared to be an underground spring providing a source of constant water making that channel difficult to maintain. It was determined that in order to address this issue and any other potential drainage problems in the subdivision, additional engineering design was needed to evaluate all the drainage ditches in the subdivision and plans provided to adequately bid/build any proposed improvements. This change order is for that additional work. Due to the size of the potential additional work in the subdivision along with the original design of the channel behind Fair Oaks, staff anticipates that when this new combined project is bid, the Town will receive a positive turnout of potential bidders. Since the design of the original project was completed, the Public Works Department has performed some minor grading work on July 20, 2007, and March 17, 2008, to help alleviate some of the ponding problems. At this time, the Public Works Department has given the approval to a fence company to begin relocation of the fences located in the drainage easement Agenda Item No. 9 - Page 1 of 2 to allow the Town's crews to rent equipment to perform a portion of the improvements necessary to address flooding concerns due to the recent heavy rains. Budoet Impact: The $9,525 for the design of the additional improvements is to be funded by the Streets Fund Account (#10-5480-40). The cost to construct the additional improvements in the subdivision along with the channel behind Fair Oaks is estimated to be around $255,000 and is currently unfunded. Legal Obligations and Review: N/A Attached Documents: The following documentation is being provided for review: • Professional Services Change Order #1 • Resolution authorizing the Town Manager to execute the change order Board, Committee and/or Staff Recommendation: Town staff recommends that the Town Council: 1) approve the Professional Services Change Order #1 with RLK Engineering, Inc., in the amount of $9,525 for the Highland Meadows Drainage Improvements and 2) approve a resolution authorizing the Town Manager to execute the same. Agenda Item No. 9 - Page 2 of 2 Professional Services Change Order AV _Adpw Change #: 1 Date: 03/13/08 Project: Highland Meadows Draiange Improvements Client Project #: Highland Meadows Subdivision Town of Prosper, Texas RLK Project #: 07045F Engineer: Client RLK Engineering, Inc. Town of Prosper 6136 Frisco Square Blvd., Suite 325 407 East First Street / PO BOX 307 Frisco, Texas 75034 Prosper, Texas 75078 Nature of Changes: Provide additional topographic survey and engineering design for storm drainage improvements in the Highland Meadows Subdivision located within the Town of Prosper, Texas. Additional improvements per this change order include existing drainage channels between Highland Meadows and Blue Forest Drives from the west line of of the subdivision to FM 1461 and between Blue Forest Drive and Elmhurst Court north of Fair Oaks Lane to Coit Road. Topographic Survey for Design = $3675 Engineering Services Fee = $5850 Original Contract Amount $ 9,650.00 ENGINEER: Change Order #1 Amount $ 9,525.00 Chad A. Pendley, P.E. Date: Previous Change Orders $ - Senior Project Manager New Contract Amount $ 19,175.00 TOWN OF PROSPER: Notes: Mike Land Date Town Manager TOWN OF PROSPER, TEXAS RESOLUTION NO. 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 PROFESSIONAL SERVICES CHANGE ORDER #1 FOR THE HIGHLAND MEADOWS DRAINAGE IMPROVEMENTS, BETWEEN RLK ENGINEERING INC., 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 Professional Services Change Order #1 for the Highland Meadows Drainage Improvements, between RLK Engineering, Inc., and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 25th day of March, 2008. Charles Niswanger, Mayor ATTEST TO: Matthew Denton Town Secretary PARKS & RECREATION To: Mayor and Town Council From: Wade Harden, Senior Planner CC: Mike Land, Town Manager Hulon T. Webb, Jr., PE., Director of Development Services/Town Engineer Re: Town Council Meeting — March 25, 2008 Date: March 19, 2007 Agenda Item: Consider and act upon 1) a Park Development Agreement between Whitley Place Homeowners' Association, Inc., and the Town of Prosper and 2) a resolution authorizing the Town Manager to execute the same. Description of Agenda Item: On December 16, 2006, the Town Council approved PD-9 (Ord. 06-127 Whitley Place) of which specifies parkland dedications and park improvements the developer is to provide the development. In addition, the PD's intent is for the Whitley Place Homeowners' Association (H.O.A.) and Town to partner to provide the residents of Whitley Place and the citizens of Prosper an increased level of maintenance for the public parks in Whitely Place from what the Town is currently able to provide on its own. As defined under the proposed agreement the Whitley Developer shall dedicate 36.8 +/- acres of public parkland to fulfill the parkland dedication requirements to the Town. The 36.8 +/- acres is comprised of five lots and an easement for a hike and bike trail further detailed in exhibit B. The agreement allows the Town the option to require the dedication of the lot referred to as area F prior to the platting of the adjacent lots, if the Town so chooses. The park improvement fees are set at $1,000 per unit. Credits for these fees will be issued by the Town for improvements the developer has agreed to construct. These improvements include hike & bike trails with creek crossings and a parking area in area C that will provide access to the trailhead, pavilion and surrounding parkland. The Developer has estimated the construction costs of Phase I to be $389,250, of which funds above and beyond the required fees will be credited to future phases. Additional improvements to the park of which are not specified in the agreement will not be applied towards the credit. These improvements include, but are not limited to a pavilion structure, trailhead structures, landscaping, and irrigation. Budget Impact: The impact to future budgets is outlined in a separate Facilities Maintenance Agreement. Legal Obligations and Review: The agreement was drafted by the Town's attorney. Agenda Item No. 10 - Page 1 of 2 Attached Documents: • Whitley Place Park Development Agreement • Resolution authorizing the Town Manager to execute the agreement. Board, Committee and/or Staff Recommendation: This item is to be heard by the PARBd at their March 20t' meeting, a recommendation will be provided at the March 25t' Town Council Meeting. Town staff recommends the Town Council approve 1) a Park Development Agreement between Whitley Place Homeowners' Association, Inc., and the Town of Prosper and 2) a resolution authorizing the Town Manager to execute the same. Agenda Item No. 10 - Page 2 of 2 After Recording Return to: Town Manager Town of Prosper P. O. Box 307 Prosper, Texas 75078 NOTICE TO TITLE COMPANY: See Paragraph 7 herein for release of lien(s) purposes. PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) THIS PARK DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of this 25a' day of March 2008, by and among, CC Joint Ventures, Ltd. a Texas limited partnership ("Developer"), and the TOWN OF PROSPER, TEXAS, a Texas home -rule municipality ("Town"), on the terms and conditions hereinafter set forth. WITNESSETH: WHEREAS, Developer owns 339.77f acres of land situated in the Larkin McCarty Survey, Abstract No. 600, in the Town of Prosper, Collin County, Texas, as more particularly described in and depicted on Exhibit A, attached hereto and incorporated herein by reference ("Pro '); and WHEREAS, Developer was the sole owner of the Property prior to its conveyance of lots in conjunction with its development of the Property; and WHEREAS, on November 28, 2006, Town adopted Ordinance No. 06-127 establishing planned development zoning for the Property (the "PD"); and WHEREAS, Town has adopted park dedication/fee requirements (the "Park Dedication/Fee Requirements") and park improvement fees ("Park Improvement Fees") pursuant to Town Ordinance No. 06-127, as it now exists and as it may hereafter be amended, and Town's Subdivision Ordinance No. 03-05 (as it now exists and as it may hereafter be amended) (collectively referred to herein as the "Ordinances"); and WHEREAS, Developer and Town acknowledge and agree that Park Dedication/Fee Requirements and Park Improvement Fees currently exist and are owed, assessed and/or to be assessed on the Property; and WHEREAS, Developer desires to fulfill its Park Dedication/Fee Requirements and Park Improvement Fees obligations associated with the development of the Property as prescribed in the Ordinances; and WHEREAS, in consideration of Developer's actions set forth below, Town agrees that Developer may fulfill its Park Dedication/Fee Requirements and Park Improvement Fees obligations in the manner set forth below. NOW, THEREFORE, in consideration of the covenants and conditions contained in this Agreement, Town and Developer agree as follows: 1. Land Subject to Agreement. The land that is subject to this Agreement is the Property. Developer represents that it is the sole owner of the Property. PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 1 of 17 510735-v5(HV) C1eanFiNAL 2. Dedications/Maintenance. (a) Developer shall, at its sole cost and expense, dedicate and convey to Town the following parcels of land, by plat or separate instrument, when Developer submits a plat containing the following areas and/or said areas are contiguous and/or adjacent to the portion of the Property made the subject of the plat (the "Subject Plat"): (i) fee simple title to 2.5f acres of land located within the Property, as more particularly described in and depicted on Exhibit B, attached hereto and incorporated herein by reference ("Area A"); and (ii) a hike and bike trail easement containing 2.0± acres of land located within the Property, as more particularly described in and depicted on Exhibit B, attached hereto and incorporated herein by reference ("Area B"); and (iii) fee simple title to 10.3± acres of land located within the Property, as more particularly described in and depicted on Exhibit B, attached hereto and incorporated herein by reference ("Area C"); and (iv) fee simple title to 12.0± acres of land located within the Property, as more particularly described in and depicted on Exhibit B, attached hereto and incorporated herein by reference ("Area E"); and (v) subject to Paragraph 2b below, fee simple title to 7.0f acres of land located within the Property, as more particularly described in and depicted on Exhibit B, attached hereto and incorporated herein by reference ("Area F"); and (vi) fee simple title to 3.0± acres of land located within the Property, as more particularly described in and depicted on Exhibit B, attached hereto and incorporated herein by reference. Developer further agrees to dedicate to the Whitley Place Homeowners' Association ("HOA"), at no cost to Town, 6.0f acres of land located within the Property, as more particularly described in and depicted on Exhibit B, attached hereto and incorporated herein by reference, as private open space (the conveyances referred to in this Paragraph 2(a)(vi) are collectively referred to herein as "Area G"). Areas A, B, C, E, F and G are collectively referred to herein as the "Dedications". (b) Town may, at its sole option and at any time, require the dedication of Area F prior to the date set forth in Paragraph 2a above. Should Town determine that it desires the dedication of Area F prior to the date set forth in Paragraph 2a above, Developer shall, at its sole cost and expense, dedicate Area F to Town in accordance with this Agreement within thirty (30) days of receiving written notice from Town. In addition, if Town requires the dedication of Area F in accordance with this Paragraph 2b, Town will cooperate with Developer on temporary easements adjacent to the southern boundary of Area F as may be reasonably necessary to facilitate the construction of adjacent improvements by Developer. Town shall assume full maintenance obligations for Area F dedicated in accordance with this Paragraph 2b provided Developer has not commenced development of that portion of the Property identified as "The Reserve at Whitley Place" on Exhibit G of the PD . Otherwise, Developer shall be responsible for full maintenance obligations for Area F in accordance with the Facilities Maintenance Agreement. (c) Notwithstanding anything to the contrary herein, Developer and Town agree that with regard to that portion of the Property included in the final plat for Phase I (the "Phase I Plat") the following shall be required: (i) The required dedications (the "Phase I Dedications") shall be the following: a. those portions of Area C south of Wilson Creek shown on the Phase I Plat as "Lot 45X, Block AA" and "Lot 1X, Block L"; b. those portions of the hike and bike trail easement contained within Area B and located to the rear of and across "Lots 2 and 3, Block L" as shown on the Phase I Plat; PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 2 of 17 510735-v5(HW) C1eanF[NAL C. those portions of the hike and bike trail easement contained within Area G and located to the rear of lots in that future phase of Whitley Place shown as "Tract B" on Exhibit D of the PD; and d. Area E as shown on the Phase I Plat as "Lot 16X, Block E". (ii) The Phase I Dedications shall not be accepted by the Town until such time as the Phase I Park Improvements (hereinafter defined) located thereon have been completed. (iii) Developer will complete the Phase I Park Improvements (hereinafter defined) within 180 days following Town's acceptance of the Phase I Plat. (d) The parties agree that immediately following the execution of this Agreement, the parties shall enter into and execute a Facilities Maintenance Agreement which shall set forth the terms, conditions and obligations relating to the maintenance of Areas A, B, C, E, F and G ("Maintenance Agreement'). The performance of this Agreement is strictly contingent upon the execution of the Maintenance Agreement as provided herein. 3. Park Improvements Required/Estimated Construction Costs. (a) Subject to Paragraph 4, Developer shall, fund and construct the following (the "Park Improvements"): (i) a public eight foot (8') wide, five inch (5") thick, three thousand pound (3000#) concrete hike and bike trail containing three -eighths inch (3/8") steel on twenty-four inch (24") grid broom finish, including but not limited to, steel frame creek and culvert crossings with decking, herein by reference ("Trail Improvements"); and (ii) a trail head parking area (the "Parking") as shown on sheet L-8 of the approved Phase I landscape plans. The Parking Area and those portions of the Trail Improvements located within the Phase I Dedications are collectively referred to herein as the "Phase I Park Improvements". (b) The Trail Improvements shall be: (i) constructed in accordance with all applicable Town ordinances, rules and regulations, as they exist or may be amended, and any other plans and specifications reasonably required and approved in writing by the Director of Development Services, or his designee ("Director'); (ii) constructed and/or installed at the locations approved in writing by the Director; and (iii) completed by Developer and accepted by Town prior to Town's final acceptance of each Subject Plat for the Property. (c) Developer represents that the estimated Phase I Park Improvements construction costs are Three Hundred Eighty -Nine Thousand, Two Hundred Fifty and No/100 Dollars ($389,250.00), as more particularly described in Exhibit C (the "Estimated Construction Costs"). Subject to Paragraph 4(c) below, Developer acknowledges and agrees that Town is relying on Developer's good faith representation and warranty that the Estimated Construction Costs are as described in Exhibit C. At least thirty (30) days before commencing construction of the Phase I Park Improvements and Trail Improvements for any phase subsequent to Phase I, as applicable, Developer shall submit the total amount of the construction costs associated with the Phase I Park Improvements and/or Trail Improvements, as applicable, to the Director for review and written approval, which will not be unreasonably withheld, delayed or denied. Notwithstanding anything to the contrary herein, Developer and Town acknowledge and agree that Developer shall not be responsible for the construction of Park Improvements for which construction costs exceed the total Park Improvement Fees applicable to the Property (as calculated in Paragraph 4(a)) unless Town and Developer reach a mutual written agreement on the terms by which Town will reimburse Developer for such construction. PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 3 of 17 510735-v5(HW) CieanFINAL (d) Prior to receiving any credit described in Paragraph 4 below, Developer shall tender to Town evidence, in a form(s) reasonably acceptable to Town, of the Park Improvements' construction costs incurred and paid by Developer, including, Affidavits of Payment/Affidavits as to Debts and Liens ("Evidence of Paymentfs)"). 4. Park Improvement Fees/Park Dedication Requirements. (a) The Property shall be assessed at the rate of One Thousand and No/l00 Dollars per lot ($1,000.00/lot) for Park Improvement Fees. (b) Subject to Developer fulfilling all of its obligations in this Agreement, including, without limitation, providing Town the Evidence of Payment(s), Town will credit the Property the actual amount of the Park Improvement Fees due on the Property (the "Credit"). The construction costs in Phase I in excess of the Park Improvement Fees due in Phase 1 will be carried forward to future phases. If the Park Improvement Fees owed on the Property exceed the Credit, Developer shall tender any and all remaining Park Improvement Fees owed on the Property in accordance with the PD Ordinance. The Developer is not responsible for constructing any improvements in excess of the required Park Improvements Fees owed on the Property. (c) Subject to Developer fulfilling all of its obligations in this Agreement, the Park Dedications outline in Paragraph (2) will serve to fulfill all Park Dedication requirements for the Property. (d) Town will execute a release of Developer's obligations, or portions thereof, (by phases) under this Agreement: (i) when reasonably requested, in writing, by Developer, (ii) upon Developer's full and complete satisfaction of the obligation being requested to be released as set forth herein and (iii) in substantially the same form as set forth in Exhibit D, attached hereto and incorporated herein for all purposes. 5. Default. If Developer fails to comply with the provisions of this Agreement and does not cure such failure following the expiration of thirty (30) days from the date Town provides Developer with notice of such failure pursuant to Paragraph 9, Town shall have the following remedies, in addition to Town's other rights and remedies: (a) to refuse to issue building permits for the Property; and/or (b) to file this instrument in the Land Records of Collin County as a lien and/or encumbrance on the Property; and/or (c) to refuse to accept any portion of any public improvements on the Property and/or associated with the development of the Property; and/or (d) to refuse to provide a Credit on any and all portions of the Property made the subject of a plat that has not been filed in the Collin County Land Records; and/or (e) to revoke the Credit; and/or (f) to collect and/or enforce any and all Park Improvement Fees and/or Park Dedication Fee Requirements owed on the Property; and/or (g) to seek specific enforcement of this Agreement. PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 4 of 17 510735-v5(HW) ClmnFINAL In the event Town fails to comply with the provisions of this Agreement and does not cure such failure following the expiration of thirty (30) days from the date Developer provides Town with notice of such failure pursuant to Paragraph 9, Developer may seek specific enforcement of this Agreement as its sole and exclusive remedy. 6. Limitation of Liability. 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 and/or payment of any monies with regard to the matters set forth herein, save and except as provided in ParagrVhs 3 c and 4 above. 7. Covenant Running with Land. The obligations set forth herein relate to the Property, in whole and in part, and this Agreement shall be a covenant running with the land and the Property and shall be binding upon the Developer, its successors, assignees, and grantees. In addition, the parties shall cause this Agreement to be filed in the Land Records of Collin County. Notwithstanding the foregoing, the obligations herein that burden the Property shall be released automatically as to each lot therein which is conveyed subsequent to the final plat for the Property, or portion thereof, being reviewed, approved and executed by the Town and filed in the Collin 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. 8. Limitations of Agreement. The parties hereto acknowledge that this Agreement is limited to the Park Improvement Fees and Park Dedication Fee Requirements as described in the Ordinances. Provided Developer complies with all of the terms and conditions set forth herein, Developer's obligations with regard to Park Improvement Fees and Park Dedication Fee Requirements shall be satisfied for the Property. Town ordinances covering property taxes, utility rates, permit fees, inspection fees, development fees, thoroughfare, water and sewer impact fees, tap fees, pro-rata fees and the like are not affected by this Agreement. Unless otherwise specifically stated herein, this Agreement does not waive or limit any of the obligations of Developer to Town under any other ordinance, whether now existing or in the future arising. 9. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same 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 facsimile or a hand —delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee 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 shall be as follows: If to Town, addressed to it at: Town of Prosper ATTN: Mike Land 121 West Broadway P. O. Box 307 Prosper, Texas 75078 Telephone: (972) 346-2640 Facsimile: (972) 347-2111 With a couy to: PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 5 of 17 510735-v5(H1) CleanFINAL Abernathy, Roeder, Boyd & Joplin P.C. ATTN: Rebecca Brewer 1700 Redbud Blvd., Suite 300 McKinney, Texas 75069 Telephone: (214) 544-4000 Facsimile: (214) 544-4040 If to Developer, addressed to it at: ATTN: Telephone: Facsimile: 10. INDEMNIFICATION. (A) DEVELOPER, ITS SUCCESSORS, ASSIGNEES AND GRANTEES, DOES 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 ATTORNEYS FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES INCURRED IN ENFORCING THIS INDEMNITY), CAUSED BY THE NEGLIGENT, GROSSLY NEGLIGENT, AND/OR INTENTIONAL ACT AND/OR OMISSION OF DEVELOPER, ITS OFFICERS, DIRECTORS, PARTNERS CONTRACTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, TRUSTEES, SUBCONTRACTORS, LICENSEES, INVITEES OR ANY OTHER THIRD PARTIES FOR WHOM SUCH DEVELOPER IS LEGALLY RESPONSIBLE, IN ITS/THEIR PERFORMANCE OF THIS AGREEMENT AND ARISING WITH RESPECT TO ANY PORTION OF THE DEDICATIONS OR PARK IMPROVEMENTS LOCATED THEREON AT ANY TIME PRIOR TO: (I) THE CONVEYANCE OF SUCH PORTIONS TO THE TOWN; AND (II) TOWN'S FINAL ACCEPTANCE OF THE PARK IMPROVEMENTS LOCATED THEREON, INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF THE CONSTRUCTION, INSTALLATION AND/OR PROVISION OF THE PARK IMPROVEMENTS, IN WHOLE OR IN PART, REGARDLESS OF THE JOINT OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF TOWN (HEREINAFTER "CLAIMS"). THIS INDEMNIFICATION PROVISION AND THE USE OF THE TERM "CLAIMS" 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 THE PERFORMANCE OF DEVELOPER'S OBLIGATIONS UNDER THIS AGREEMENT THAT ARE BASED ON ANY FEDERAL IMMIGRATION 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 ITS EMPLOYEES OR SUBCONTRACTORS AS A RESULT OF THAT SUBCONTRACTORS OR EMPLOYEES EMPLOYMENT AND/OR SEPARATION FROM EMPLOYMENT WITH THE DEVELOPER, INCLUDING BUT NOT LIMITED TO, ANY DISCRIIVIINATION CLAIM BASED ON SEX, SEXUAL ORIENTATION OR PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 6 of 17 510735-v5(HW) CleanFINAL PREFERENCE, RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE OR 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, ITS SUCCESSORS, ASSIGNEES AND GRANTEES, AGREES 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 AND ARISING WITH RESPECT TO ANY PORTION OF THE DEDICATIONS OR PARK IMPROVEMENTS LOCATED THEREON AT ANY TIME PRIOR TO: (I) THE CONVEYANCE OF SUCH PORTION; AND (II) TOWN'S FINAL ACCEPTANCE OF THE PARK IMPROVEMENTS LOCATED THEREON, IN WHOLE OR IN PART, REGARDLESS OF CAUSE OR ANY CONCURRENT OR CONTRUBUTING FAULT OR NEGLIGENCE OF TOWN. DEVELOPER IS EXPRESSLY REQUIRED TO DEFEND TOWN AGAINST ALL SUCH CLAIMS, AND TOWN IS REQUIRED TO REASONABLY COOPERATE AND ASSIST DEVELOPER 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, GROSS NEGLIGENCE OR THAT THE ACTS OR OMISSIONS OF TOWN CONSTITUTED WILLFUL MISCONDUCT WITH REGARD TO THE CLAIMS, IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (THE "JUDGMENT" ), THEN DEVELOPER IS NOT REQUIRED TO INDEMNIFY OR DEFEND TOWN TO THE EXTENT OF THE GROSS NEGLIGENCE, NEGLIGENCE OR WILLFUL MISCONDUCT 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, GROSSLY NEGLIGENT OR THAT TOWN'S ACTS OR OMISSIONS OF CONSTITUTED WILLFUL MISCONDUCT OF TOWN WITH REGARD TO THE CLAIMS REFERRED TO THEREIN, TOWN AGREES TO REIMBURSE DEVELOPER FOR ALL REASONABLE AND NECESSARY COSTS INCURRED AND PAID BY DEVELOPER THAT ARE ATTRIBUTABLE TO TOWN'S PERCENTAGE OF JOINT, CONCURRENT, OR SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS SET FORTH IN THE JUDGMENT, INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FEES AND EXPENSES, TO DEVELOPER WITHIN ONE HUNDRED TWENTY (120) DAYS OF THE DATE OF THE JUDGMENT. (B) IN ITS SOLE DISCRETION, TOWN SHALL HAVE THE RIGHT TO REASONABLY APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS OBLIGATION HEREUNDER TO DEFEND AND INDEMNIFY TOWN, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY TOWN IN WRITING. TOWN RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE; HOWEVER, TOWN IS UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY TOWN IS NOT TO BE CONSTRUED AS A WAIVER OF DEVELOPER'S OBLIGATION TO DEFEND TOWN OR AS A WAIVER OF DEVELOPER'S OBLIGATION TO INDEMNIFY TOWN PURSUANT TO THIS AGREEMENT. DEVELOPER PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 7 of 17 510735-v5(HW) CleanFINAL SHALL RETAIN TOWN -APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF TOWN'S WRITTEN NOTICE THAT TOWN IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, TOWN SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND DEVELOPER SHALL BE LIABLE FOR ALL REASONABLE COSTS INCURRED BY TOWN. (C) THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 11. PARTIES' ACKNOWLEDGEMENT OF TOWN'S COMPLIANCE WITH FEDERAL AND STATE CONSTITUTIONS, STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL ORDINANCES, RULES AND REGULATIONS/DEVELOPER'S WAIVER AND RELEASE OF CLAIMS FOR OBLIGATIONS IMPOSED BY THIS AGREEMENT. (A) DEVELOPER ACKNOWLEDGES AND AGREES THAT: (I) THE TRAIL IMPROVEMENTS TO BE INSTALLED, CONSTRUCTED AND/OR PROVIDED BY DEVELOPER AND/OR THE PARK DEDICATION FEE REQUIREMENTS AND PARK IMPROVEMENT FEES TO BE IMPOSED BY TOWN AND/OR THE DEDICATIONS DESCRIBED HEREIN REGARDING THE PROPERTY, IN WHOLE OR IN PART, DOES/DO NOT CONSTITUTE A: (A) TAKING UNDER THE TEXAS OR UNITED STATES CONSTITUTION; (B) VIOLATION OF THE TEXAS WATER CODE, AS IT EXISTS OR MAY BE AMENDED; (C) NUISANCE; AND/OR (D) 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. (H) THE AMOUNT OF DEVELOPER'S 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 DEVELOPMENT PLACES ON THE TOWN'S INFRASTRUCTURE AND/OR PARK SYSTEM. (III) DEVELOPER HEREBY RELEASES TOWN FROM ANY OBIGATION TO PERFORM OR COMMISSION A TAKINGS IMPACT ASSESSMENT UNDER CHAPTER 2007 OF THE TEXAS GOVERNMENT CODE, AS IT EXISTS OR MAY BE AMENDED. PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Paae 8 of 17 510735-v5(HV) C1eanFINAL (IV) DEVELOPER HEREBY AGREES THAT ANY PROPERTY WHICH IT CONVEYS TO TOWN PURSUANT TO THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE BENEFIT RECEIVED BY DEVELOPER FOR SUCH LAND, AND DEVELOPER HEREBY WAIVES ANY CLAIM THEREFOR THAT IT MAY HAVE. DEVELOPER FURTHER ACKNOWLEDGES AND AGREES 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 E14PACT OF THE DEVELOPMENT OF DEVELOPER'S ADJACENT PROPERTY ON TOWN'S INFRASTRUCTURE AND/OR PARK SYSTEM. DEVELOPER 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)9 AND ITS PROGENY, AS WELL AS ANY OTHER REQUIREMENTS OF A NEXUS BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF THE PUBLIC INFRASTRUCTURE AND/OR PARK SYSTEM. (IV) DEVELOPER SHALL INDEMNIFY AND HOLD HARMLESS TOWN FROM ANY CLAIMS AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DEVELOPERS' RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, AND/OR TRUSTEES, BROUGHT PURSUANT TO THIS PARAGRAPH. (B) DEVELOPER RELEASES TOWN FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED ON EXCESSIVE OR ILLEGAL EXACTIONS WITH RESPECT TO THIS AGREEMENT AND/OR THE SUBJECT MATTER HEREIN. (C) DEVELOPER HEREBY WAIVES ANY REQUIREMENT THAT TOWN RETAIN A PROFESSIONAL ENGINEER, LICENSED PURSUANT TO CHAPTER 1001 OF THE TEXAS OCCUPATIONS CODE, TO REVIEW AND DETERMINE THAT THE EXACTIONS REQUIRED BY TOWN AS A RESULT OF THIS AGREEMENT AND AS A CONDITION OF APPROVAL FOR THE DEVELOPMENT OF THIS PROPERTY ARE ROUGHLY PROPORTIONAL OR ROUGHLY PROPORTIONATE TO THE PROPOSED DEVELOPMENT'S ANTICIPATED IMPACT. (THESE EXACTIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, THE MAKING OF DEDICATIONS OR RESERVATIONS OF LAND, THE PAYMENT OF FEES, THE CONSTRUCTION OF FACILITIES, AND THE PAYMENT OF CONSTRUCTION COSTS FOR PUBLIC FACILITIES.) DEVELOPER SPECIFICALLY RESERVES ITS RIGHT TO APPEAL THE APPORTIONMENT OF MUNICIPAL INFRASTRUCTURE COSTS IN ACCORDANCE WITH TEX. LOC. GOV'T CODE § 212.904. HOWEVER, NOTWITHSTANDING THE FOREGOING, DEVELOPER HEREBY RELEASES TOWN FROM ANY AND ALL LIABILITY UNDER TEX. LOC. GOV'T CODE § 212.904 REGARDING OR RELATED TO THE COST OF PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 9 of 17 510735-v5(HV) CleanFINAL THOSE MUNICIPAL INFRASTRUCTURE IMPROVEMENTS REQUIRED FOR THE DEVELOPMENT OF THE PROPERTY. (D) DEVELOPER WAIVES 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. (E) THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 12. Vested Rights/Chapter 245 Waiver. The signatories hereto shall be subject to all ordinances of Town, whether now existing or in the future arising. This Agreement shall confer no vested rights on the Property, or any portion thereof, unless specifically enumerated herein. In addition, nothing contained in this Agreement shall constitute a "permit" as defined in Chapter 245, Texas Local Government Code, and nothing in this Agreement provides Town with fair notice of Developer's project. DEVELOPER WAIVES ANY STATUTORY CLAIM UNDER CHAPTER 245 OF THE TEXAS LOCAL GOVERNMENT CODE UNDER THIS AGREEMENT UNLESS SAID CLAIM RESULTS FROM A RIGHT CONFERRED ON DEVELOPER AS SPECIFICALLY ENUMERATED HEREIN. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 13. Attorney's Fees. In any legal proceeding brought to enforce the terms of this Agreement, including but not limited to, a proceeding brought pursuant to Paragraphs 5. 9 and 10 above, the prevailing party may recover its reasonable and necessary attorneys fees from the non -prevailing party as permitted by Section 271.159 of the Texas Local Government Code, as it exists or may be amended. 14. 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 Town and the authorized representative of Developer. 15. Developer's Warranties/Representations. All warranties, representations and covenants made by Developer in this Agreement or in any certificate or other instrument delivered by Developer to Town under this Agreement shall be considered to have been relied upon by Town and will survive the satisfaction of any fees under this Agreement, regardless of any investigation made by Town or on Town's behalf. 16. 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 written agreement of the parties hereto. 17. Venue. This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. 18. Consideration. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 10 of 17 510735-v5(HW) CleanFINAL 19. Counterparts. This 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. 20. Authority to Execute. The individuals executing this Agreement on behalf of the respective parties below represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on 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 date hereof. The parties agree that the performance by the parties under this Agreement is authorized by Section 212.071, et. seq. of the Texas Local Government Code, as applicable. 21. Savings/Severability. In case any one or more of the provisions contained in this Agreement shall 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. 22. 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 with its counsel. 23. Sovereign Immunity. The parties agree that 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. 24. 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. 25. Assipnment/Binding Effect. This Agreement is assignable upon the following conditions: (a) the assignment of the Agreement must be evidenced by a recordable document. The recordable document referred to in this paragraph is subject to the reasonable approval of Town; (b) at the time of any assignment, Developer must give the assignee written notice that any and all obligations, covenants and/or conditions contained in the Agreement will be assumed solely and completely by the assignee. The notice provided pursuant to this paragraph is subject to the reasonable approval of Town; (c) Developer will file any approved, executed assignment in the Land Records of Collin County, Texas; and (d) Developer shall provide Town with: (i) the name, address, phone number, fax number and the name of a contact person for the assignee; and a (ii) file -marked copy of the assignment referred to in this Paragraph. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective grantees, heirs, executors, administrators, legal representatives, successors and assigns, as authorized herein. PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 11 of 17 510735-v5(Hv) CleanFINAL 26. Indemnification. The parties agree that the Indemnity provisions set forth in Paragraphs 10 and 11 herein are conspicuous, and the parties have read and understood the same. 27. Construction. All construction described herein shall be subject to and in compliance with all ordinances of Town, whether now existing, hereafter amended or in the future arising. Evidence of any bonds required by Section 212.073 of the Texas Local Government Code, or other applicable law, shall be provided by Developer to Town. 28. Conveyances. All conveyances required herein shall be made in a form acceptable to Town and free and clear of any and all liens and encumbrances. 29. Waiver. Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance. 30. Reference to Develoaer. When referring to "Developer" herein, this Agreement shall refer to and be binding upon Developer, and its successors, assignees and grantees. 31. 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 parties and are not intended to be used in construing this document. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below. TOWN: DEVELOPER: TOWN OF PROSPER, TEXAS , LTD. a Texas limited partnership Lo Mike Land, Town Manager Date: By: a Texas Its: General Partner I0 Date: PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 12 of 17 510735-v5(HW) CleanFINAL STATE OF TEXAS COUNTY OF COLLIN BEFORE ME, the undersigned authority, on this day personally appeared known to me to be one of the persons whose names are subscribed to the foregoing instrument; he acknowledged to me he is the duly authorized representative for the TOWN OF PROSPER, TEXAS, and he executed said instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2008. Notary Public in and for the State of Texas My Commission Expires: STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared , of a Texas and the General Partner of , a Texas limited partnership, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf of said partnership. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2008. Notary Public in and for the State of Texas My Commission Expires: PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) — Page 13 of 17 510735-v5(HV) CleanFINAL EXHIBIT A LEGAL DEPICTION OF THE PROPERTY AND LEGAL DESCRIPTION O THE PROPERTY TRACT "A" LAND DESCRIPTION BEING a tract of land situated in the Larkin McCarty Survey, Abstract No. 600, Collin County, Texas, and being all of a tract of land as described in instrument to HRC Ranch, Ltd. as recorded in Volume 4911, Page 2695 of the Deed Records of Collin County, Texas, (D.R.C.C.T.) and being a portion of a tract of land as described in instrument to Clark Partners as recorded in Volume 5763, Page 1199 (D.R.C.C.T.) and being all of a tract of land described in instrument to CC Joint Venture, Ltd. as recorded under County Clerk's File No. 20060925001377420 (D.R.C.C.T.) and being more particularly described as follows: BEGINNING at a point on the west right-of-way line of F.M. No. 2478, said point also being the southeast corner of a tract of land as described in instrument to the County of Collin as recorded in Volume 4837, Page 0731 of the Deed Records of Collin County, Texas; THENCE, South 45 degrees 11 minutes 4I seconds East along the west right-of-way line of F.M. No. 2478 a distance of 40.55 feet to a''/z inch iron rod found with plastic cap stamped "RPLS 4613" at the most southerly northeast corner of said Clark Partners tract; THENCE, South 00 degrees 26 minutes 42 seconds East continuing along the west right-of-way line of F.M. No. 2478 a distance of 3,535.45 feet to a point for corner in Wilson Creek; THENCE, along the Wilson Creek the following courses and distances: South 89 degrees 58 minutes 38 seconds West a distance of 44.48 feet to a point for corner; North 69 degrees 51 minutes 39 seconds West a distance of 286.04 feet to a point for corner; North 56 degrees 21 minutes 16 seconds West a distance of 246.31 feet to a point for corner, North 70 degrees 54 minutes 58 seconds West a distance of 211.50 feet to a point for corner; North 13 degrees 06 minutes 44 seconds West a distance of 70.59 feet to a point for corner; North 21 degrees 52 minutes 12 seconds East a distance of 223.61 feet to a point for corner; North 04 degrees 12 minutes 58 seconds West a distance of 246.42 feet to a point for corner; North 29 degrees 06 minutes 57 seconds West a distance of 166.26 feet to a point for corner; North 43 degrees 49 minutes 51 seconds West a distance of 798.32 feet to a point for corner on the east line of said HRC Ranch tract; THENCE, South 01 degree 14 minutes 56 seconds East along the east line of said HRC Ranch tract a distance of 1,024.25 feet to a point for corner; THENCE, South 01 degree 15 minutes 28 seconds East continuing along the east line of said HRC Ranch tract a distance of 367.29 feet to a %2 inch iron rod found with cap stamped #4701 at the northwest corner of the aforementioned CC Joint Ventures, Ltd. (#2006092500I377420) tract; THENCE North 89 degrees 23 minutes 47 seconds East, along the north line of said CC Joint Ventures, Ltd. (#20060925001377420) tract, a distance of 220.02 feet to a Y2 inch iron rod found with cap stamped #4701 at the northeast comer of said CC Joint Ventures, Ltd. (#20060925001377420) tract; THENCE along the easterly lines of said CC Joint Ventures, Ltd. (#20060925001377420) tract, the following; South 07 degrees 19 minutes 09 seconds West a distance of 126.00 feet to a %2 inch iron rod found with cap stamped #4701; South 26 degrees I Ominutes 24 seconds West a distance of 153.50 feet to a point for corner; South 00 degrees 39 minutes 37 seconds East a distance of 272.00 feet to a %2 inch iron rod found with cap at the southeast corner of said CC Joint Ventures, Ltd. (#20060925001377420) tract; THENCE North 89 degrees 41 minutes 21 seconds West, along the southerly line of said CC Joint Ventures, Ltd. (#20060925001377420) tract, a distance of 129.00 feet to a %2 inch iron rod found with cap stamped "RPLS 1401" at the southeast corner of said HRC Ranch tract; THENCE, South 89 degrees 41 minutes 51 seconds West continuing along the south line of said HRC Ranch tract a distance of 2,414.83 feet to a point for corner, from which a 2 inch iron rod with cap stamped "HN" found, bears South 85 degrees 52 minutes 06 seconds West, 7.90 feet; THENCE, South 85 degrees 52 minutes 06 seconds West continuing along the east line of said HRC Ranch tract a distance of 723.60 feet to a fence corner post at an inner ell corner of said HRC Ranch tract; THENCE, South 01 degree 39 minutes 34 seconds West along an east line of said HRC Ranch tract a distance of 87.29 feet to the most southerly southeast comer of said HRC Ranch tract, from which a %a inch iron rod found, bears North 89 degrees 01 minute 28 seconds East, 1.05 feet; THENCE, South 89 degrees Ol minute 28 seconds West along the south line of the said HRC Ranch tract a distance of 358.27 feet to a point for corner, from which a 3/8 inch iron rod found, bears South 88 degrees 59 minutes 16 seconds West, 4.18 feet; THENCE, South 89 degrees 03 minutes 26 seconds West continuing along the south line of the said HRC Ranch tract a distance of 512.67 feet to a fence corner post found at the southwest corner of said HRC Ranch tract; THENCE, North 00 degrees 22 minutes 56 seconds West along the west line of the said HRC Ranch tract a distance of 2,053.17 feet to a point for corner in Naugle Creek; THENCE, along Naugle Creek the following Courses and distances: North 58 degrees 09 minutes 26 seconds East a distance of 263.00 feet to a point for comer, - South 73 degrees 06 minutes 08 seconds East a distance of 145.00 feet to a point for corner; South 80 degrees 54 minutes 52 seconds East a distance of 300.00 feet to a point for corner; South 68 degrees 05 minutes 19 seconds East a distance of 254.00 feet to a point for corner; North 88 degrees 14 minutes 21 seconds East a distance of 137.50 feet to a point for corner; North 59 degrees 18 minutes 21 seconds East a distance of 150.60 feet to a point for corner; North 86 degrees 46 minutes 41 seconds East a distance of 90.80 feet to a point for corner; North 58 degrees 43 minutes 34 seconds East a distance of 177.80 feet to a point for corner; South 78 degrees 01 minute 04 seconds East a distance of 52.20 feet to a point for corner, South 44 degrees 44 minutes 52 seconds East a distance of 107.70 feet to a point for corner; North 85 degrees 27 minutes 19 seconds East a distance of 47.00 feet to a point for comer; North 52 degrees 35 minutes 57 seconds East a distance of 226.60 feet to a point for corner; North 85 degrees 58 minutes 18 seconds East a distance of 315.03 feet to a point for corner; North 57 degrees 02 minutes 11 seconds East a distance of 123.50 feet to a point for corner, North 23 degrees 31 minutes 36 seconds East a distance of 117.00 feet to a point for corner; North 59 degrees 35 minutes 46 seconds East a distance of 98.00 feet to a point for corner, North 82 degrees 00 minutes 06 seconds East a distance of 114.00 feet to a point for corner; South 74 degrees 17 minutes I 1 seconds East a distance of 155.50 feet to a point for corner, North 44 degrees 13 minutes 40 seconds East a distance of 141.00 feet to a point for corner; North 72 degrees 19 minutes 58 seconds East a distance of 83.00 feet to a point for corner, South 33 degrees 55 minutes 54 seconds East a distance of 149.00 feet to a point for comer; North 82 degrees 42 minutes 21 seconds East a distance of 46.00 feet to a point for corner, North 51 degrees 58 minutes 46 seconds East a distance of 103.00 feet to a point for corner; North 39 degrees 35 minutes 41 seconds East a distance of 159.65 feet to a point for comer in the center of Wilson Creek, said point being on the most southerly line of a tract of land as described in instnunent to Harold Patin, Tract "A" as recorded in County Clerk's File No. 97- 0074388 of the Deed Records of Collin County, Texas; THENCE, South 77 degrees 12 minutes 24 seconds East along the center of Wilson Creek and the said south line of the Patin tract a distance of 62.47 feet to a point for corner, said point being an extension of the west line of the said Clark Partners tract; THENCE, North 00 degrees 38 minutes 10 seconds West, passing at 10.95 feet the southwest comer of said Clark Partners tract and continuing along the west line of said Clark Partners tract, in all a distance of 1,460.41 feet to a % inch iron rod with cap stamped "Geer" found at the southwest comer of said Collin County tract; THENCE, South 89 degrees 58 minutes 57 seconds East along the south line of said Collin County tract a distance of 1,058.92 feet to a %: inch iron rod with cap stamped "Geer" found; THENCE, North 89 degrees 43 minutes 31 seconds East continuing along the south line of said Collin County tract a distance of 1,067.34 feet to the POINT OF BEGINNING and CONTAINING 320.3 acres of land, more or less. For Huitt- Ilars Inc. Mi chell S. Pillar Registered Professional Land Surveyor Texas Registration No. 5491 Huitt-Zollars, Inc. 3131 McKinney Ave. Suite 600 Dallas, Texas 75204 Tele. 214-871-3311 Date: November 20, 2006 TRACT"BP' - LAND DESCRIPTION BEING a 19.475 acre tract of land situated in the Larkin McCarty Survey, Abstract Number 600, Collin County, Texas, and being a portion of a 22.36 acre tract of land described in Special Warranty Deed to Grace Presbytery as recorded in County Clerk's File No. 92-0025785 of the Deed Records Collin County, Texas (D.R.C.C.T.) and being a portion of a 5.02 acre tract of land described in Special Warranty Deed to Walnut Grove Cemetery Association as recorded in County Clerk's File No. 95-0006878 (D.R.C.C.T.) and being all of a 30 foot access easement described in instrument recorded in County Clerk's File No. 95-0006878 (D.R.C.C.T.) and being more particularly described as follows; BEGINNING at a Y2 inch iron rod found with cap at the northeast coiner of a tract of land as described in instrument to Walnut Grove Cemetery Association as recorded in Volume 235, Page 349 (D.R.C.C.T), said point being on the westerly right-of-way line of FM 2478; THENCE departing the westerly right-of-way line of FM 2478, and along the northerly line of said Walnut Grove Cemetery Association tract the following; North 88 degrees 37 minutes 39 seconds West a distance of 361.58 feet to a Y2 inch iron rod found with #4701 cap; North 59 degrees 05 minutes 53 seconds West a distance of 203.13 feet to a point fo a corner; THENCE North 32 degrees 01 minutes 58 seconds West a distance of 15.27 feet to a point for a comer; THENCE North 63 degrees 52 minutes 02 seconds West a distance of 83.56 feet to a Y2 inch iron rod found with #4701 cap; THENCE North 59 degrees 59 minutes 31 seconds West a distance of 466.10 feet to a YZ inch iron rod found with cap on the westerly tine of said 30 foot access easement; THENCE along the westerly line of said 30 foot access easement the following; North 20 degrees 50 minutes 53 seconds West a distance of 41.98 feet to a Y2 inch iron rod found with #4701 cap; North 04 degrees 52 minutes 43 seconds West a distance of 40.47 feet to a YZ inch iron rod found with #4701 cap; North 04 degrees 21 minutes 28 seconds East a distance of 90.94 feet to a % inch iron rod found with #4701 cap; North 00 degrees 01 minutes 31 seconds East a distance of 70.38 feet to a point for a comer; THENCE, departing the westerly line of said 30' access easement, North 84 degrees 11 minutes 27 seconds West a distance of 240.75 feet to a point for corner on the west line of said Walnut Grove Cemetery Association tract recorded in County Clerk's File No. 95- 0006878(D.R.C.C.T.); THENCE along the westerly line of said Walnut Grove Cemetery Association tract and continuing along the westerly line of said Grace Presbytery tract North 00 degrees 55 minutes 20 seconds West, passing the northwest corner of said Walnut Grove Cemetery Association tract at 131.38 feet and passing at 908.36 feet a 100d nail found and continuing in all a distance of 1140.54 feet to a point for corner in the approximate centerline of Wilson Creek; THENCE along the approximate centerline of Wilson Creek the following; South 41 degrees 10 minutes 36 seconds East a distance of 108.68 feet to a point for corner; South 40 degrees 52 minutes 48 seconds East a distance of 299.34 feet to a point for corner; South 46 degrees 04 minutes 18 seconds East a distance of 477.40 feet to a point for corner, South 07 degrees 39 minutes 12 seconds East a distance of 315.16 feet to a point for corner; South 27 degrees 48 minutes 36 seconds West a distance of 186.60 feet to a point for corner; South 02 degrees 06 minutes 12 seconds West a distance of 107.05 feet to a point for corner; South 70 degrees 02 minutes 24 seconds East a distance of 252.99 feet to a point for corner; South 52 degrees 48 minutes 48 seconds East a distance of 243.58 feet to a point for comer, South 73 degrees 07 minutes 06 seconds East a distance of 311.88 feet to a point for comer at the intersection of the approximate centerline of Wilson Creek and the westerly right-of-way line of FM 2478; THENCE South 00 degrees 10 minutes 21 seconds West, along the westerly right-of- way line of FM 2478 a distance of 253.31 feet to the POINT OF BEGINNING and containing 19.475 acres of land, more or less. For Huitt-Zollars, Inc. Eric J. ahoudy Registered Professional Land Surveyor Texas Registration No. 4862 Huitt-Zollars, Inc. 3131 McKinney Ave. Suite 600 Dallas, Texas 75204 Tele. 214-871-3311 Date: October 10, 2006 fit Of3F it � ijt ;; �• �!, �!,!-i� I. ,t z F; #' , !i r !�; 3�1 Il.[! ii t�3C :} � �� }�ti�' �� is i' ! !� �l�l3•��,a;l�$:@ ai3�¢�i�iii gat El I� ��Itltlll'! � '',� } ij� i - �jj� ►} ri '� li�ji j'I�'i�'�j�� :fit { ! 1 , j�i�' i 1, �jij•IC IF jFu�� i3 l;�;-�3.1._3'33 f} �� t +� ,r •,i }!t!,i}Iji} Htililli�il ijE�:#i�1;iEiiii �EE+;=ir1 r3ri I �If{{ �} i !!:!r Il f l 11#jr dirt; r iiMill rsi FI 'Ilk\ H 1 m � a $muj 5 a3 oil] 'EXHIBIT B LEGAL DESCRIPTION AND DEPICTION OF THE DEDICATIONS � �■ � � � . � b■«§� |�| ,` � § |�■� N| � | log i I H9 lN| § � §o � gall 2 § � §■2■�: W�j§k�nu o -� 00. 8 N K020. §k <§ §� g ■ | 8 |||| EXHIBIT C ESTIMATED CONSTRUCTION COSTS WHITLEY PLACE PHASE 1 PARK IMPROVEMENT COSTS Quanti ly Pedstrian Bridges 8' Pedestrian bridge 75 If $764.87 $57,365.00 Bridge Abutments 2 ea $15,750.00 $31,500.00 Concrete Deck 1 Is $6,435.00 $6,435.00 8' Pedestrian bridge 60 If $793.75 $47,625.00 Bridge Abutments 2 ea $4,750.00 $29,500.00 Concrete Deck 1 Is $5,075.00 $5,075.00 Engineering 1 I Is 1 $5,500.00 $5,500.00 Total Bridges $183,000.00 Hike and Bike 8' Path - 5" depth 34,000 sf $4.50 $153,000.00 Clear and Grub 1 Is $7,500.00 $7,500.00 Pipe Culverts 1 Is $3,737.00 $3,737.00 Headwalls 1 Is $8,140.00 $8,140.00 Total Hike &Bike $172,377.00 Park Parking Lot and Walks 6" Lime Subgrade 638 s $1.90 $1,212.00 Lime 638 sy $2.82 $1,878.00 Sidewalks 3608 sf $2.97 $10,716.00 Harrier Free Rams 2 Is $1,070. 00 $2,140.00 6" Paving & Excavation 638 s $25.70 $16,397.00 Striping 11 Is $1.800.00 $1,800.00 Total Parking Lot And Walks 1 1 $34,143.00 Total Phase 4 Park Improvement Costs $389,520.00 EXHIBIT D FORM PARTIAL AND FORM FINAL RELEASE PARTIAL RELEASE WHITLEY PLACE PARTIAL RELEASE OF DEVELOPER'S OBLIGATIONS UNDER PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) (Phase—) STATE OF TEXAS COUNTY OF COLLIN That in consideration of die completion of the performance by CC Joint Ventures, Ltd., a Texas limited partnership, of certain of the obligations of the "Developer" under that certain Park Development Agreement (Whitley Place Parkland Dedication and Park Improvements) (the "Park Development Agreement"), by and between the Town of Prosper, Texas and CC Joint Ventures, Ltd., recorded in Volume , Page of the Real Property Records or Collin County, Texas, as subsequently amended, the Town of Prosper, Texas does hereby partially release CC Joint Ventures, Ltd., a Texas limited partnership, and its successors, assigns and grantees, and does hereby release the following described property, rrom any covenants, undertakings or obligations under said Park Development Agreement with respect to, but only with respect to, the Following described property situated in the County oFCollin, State of Texas, viz: [DESCRIPTION OF PROPERTY PHASE] It is expressly agreed that this is a partial release only, and that the covenants, undertukings and obligations imposed on the "Developer" under the Park Development Agreement continue to encumber the other real property described in die Park Development Agreement which has not previously been or is not hereby released. TOWN OF PROSPER, TEXAS DATED: By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this _ day of . 20___, by ofTOWN OF PROSPER, TEXAS, on its behalf. (Notary Stamp] AFTER RECORDING RETURN TO: CC Joint Ventures, Ltd. 16250 N. Dallas Parkway, Suite 210 Dallas, Texas 75248 Attn: Dale Clark WA427110 Wortial Release.doc Notary Public, State orTexas Notary's Printed Name: FINAL RELEASE WHITLEY PLACE FINAL RELEASE OF DEVELOPER'S OBLIGATIONS UNDER PARK DEVELOPMENT AGREEMENT (Whitley Place Parkland Dedication and Park Improvements) STATE OF TEXAS COUNTY OF COLLIN That in consideration of the completion of the performance by CC Joint Ventures, Ltd., a Texas limited partnership, of the obligations of the "Developer" under that certain Park Development Agreement (Whitley Place Parkland Dedication and Park Improvements) (the "Park Development Agreement"), by and between the Town of Prosper, Texas and CC Joint Ventures, Ltd., recorded in Volume Page of the Real Property Records of Collin County, Texas, as subsequently amended, the Town of Prosper, Texas does hereby fully and finally release CC Joint Ventures, Ltd., a Texas limited partnership, and its successors, assigns and grantees, and does hereby further release the following described real property, from any covenants, undertakings or obligations under said Part Development Agreement. The real properly subject to the Park Development Agreement and hereby released is situated in the County of Collin, State of Texas and is more particularly described as follows: [DESCRIPTION OF WHITLEY PLACE PROPERTY) DATED: TOWN OF PROSPER, TEXAS By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this day of . 20_, by of TOWN —OF PROSPER, TEXAS, on its behalf_ [Notary Stamp] AFTER RECORDING RETURN TO: CC Joint Ventures, Ltd. 16250 N. Dallas Parkway, Suite 210 Dallas, Texas 75248 Attn: Dale Clark W:W27I k092ftnial Rdcasc.dac Notary Public, State ofTexas Notary's Printed Name: TOWN OF PROSPER, TEXAS RESOLUTION NO. 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 AN ESCROW / REIMBURSEMENT ! FACILITIES MAINTENANCE AGREEMENT BETWEEN WHITLEY PLACE HOMEOWNERS' ASSOCIATION, INC., 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 Councii of the Town of Prosper, Texas, a Escrow / Reimbursement / Facilities Maintenance Agreement between Whitley Place Homeowners' Association, Inc., and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 25th day of March, 2008. Charles Niswanger, Mayor ATTEST TO: Matthew Denton Town Secretary PARKS & RECREATION To: Mayor and Town Council From: Wade Harden, Senior Planner CC: Mike Land, Town Manager Hulon T. Webb, Jr., PE., Director of Development Services/Town Engineer Re: Town Council Meeting — March 25, 2008 Date: March 19, 2008 Agenda Item: Consider and act upon 1) an Escrow/Reimbursement/Facilities Maintenance Agreement between Whitley Place Homeowners' Association, Inc., and the Town of Prosper and 2) a resolution authorizing the Town Manager to execute the same. Description of Agenda Item: On December 16, 2006, the Town Council approved PD-9 (Ord. 06-127 Whitley Place) of which specifies parkland dedications and park improvements the developer is to provide the development. In addition, the PD's intent is for the Whitley Place Homeowners' Association (H.O.A.) and Town to partner financially to provide the residents of Whitley Place and the citizens of Prosper an increased level of maintenance for the public parks in Whitely Place from what the Town is currently able to provide on its own. As defined under this agreement the H.O.A. shall maintain the 36.8 +/- acres of public parkland (in accordance to exhibit B) at no charge to the Town for the first year following the agreement. Upon the compietion of the first year of maintenance the Town will advertise the bid of the project in accordance with State procurement procedures and select the lowest qualified bidder. The H.O.A. will reimburse 100% of the maintenance costs until 70% of the lots within the entire development, attached to the agreement as exhibit C, have received a certificate of occupancy. At such time the H.O.A. and Town shall split the associated costs in exhibit B of the agreement (50/50). These are noted on exhibit C as areas A, B, C, E, and portion of G as outlined in the Park Development Agreemen. Area F is to be maintained 100% by the H.O.A. until a time the Town requests the tract be deeded to the Town or is accepted as a portion of a platted phase. Upon the Town accepting area F, the Town will be responsible for 100% of the maintenance. included in the agreement is a stipulation that the H.O.A. escrow 25% of the annual contract amount for the Town to draw upon if the H.O.A. fails to submit a payment. The intent of the Town is to structure the maintenance contracts with a clause that allows the Town out of any maintenance contract within 45 day notice. if the H.O.A. were to default, the Town would reduce the maintenance of the public parks in the Whitley Place Development to the Town standard for all parks. Agenda Item No. 11 - Page 1 of 2 Budget Impact: Until 70% of the lots within the entire development have received a certificate of occupancy, the H.O.A. is 100% responsible for the costs associated with the maintenance of the public parks in Whitley Place. At such time the H.O.A. and Town shall split the associated costs in exhibit B of the agreement (50/50). If the Town request dedication of area F prior to the property being platted, the Town will be responsible for 100% of the maintenance. Legal Obligations and Review: The agreement was drafted by the Town's attorney. Attached Documents: • Whitley Place Escrow / Reimbursement / Facilities Maintenance Agreement • Resolution authorizing the Town Manager to execute the agreement. Board. Committee and/or Staff Recommendation: This item is to be heard by the PARBd at their March 20'" meeting, a recommendation will be provided at the March 250' Town Council Meeting. Town staff recommends the Town Council approve 1) an Escrow/Reimbursement/Facilities Maintenance Agreement between Whitley Place Homeowners' Association, Inc., and the Town of Prosper and 2) a resolution authorizing the Town Manager to execute the same. Agenda Item No. 11 - Page 2 of 2 After Recording! Return to: Town Manager Town of Prosper P. O. Box 307 Prosper, Texas 75078 ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) THIS ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT ("Agreement') is entered into by and between the TOWN OF PROSPER, TEXAS, a municipal corporation ("Town"), and WHITLEY PLACE HOMEOWNERS' ASSOCIATION, INC., a Texas nonprofit corporation ("HOA") on the terms and conditions hereinafter set forth. WHEREAS, Town and Developer of that certain property comprising approximately 320 acres zoned Planned Development pursuant to Ordinance No. 06-127 adopted on November 28, 2006 known as Whitley Place ("Development") entered into that certain Developer's Agreement, dated March 25, 2008filed for record under Clerk's File No. , Collin County Land Records ("Park Development Agreement") whereby Developer, among other things dedicated certain tracts of land, and/or easements thereon, to Town and HOA (hereinafter defined as "Pro a "); and WHEREAS, HOA and Town agree that use of the Property benefits residents of the Whitley Place Development, specifically, and residents of the Town, as a whole; and WHEREAS, Town maintains, whether through public or private funds, park land located in Town; and WHEREAS, HOA has requested that Town maintain the Property at a level that is above and beyond the level at which Town normally and/or routinely maintains park land in Town; and WHEREAS, in consideration of HOA agreeing to share in the maintenance costs of the Property as set forth herein, Town agrees to maintain the Property as set forth below. NOW, THEREFORE, in consideration of the covenants and conditions contained in this Agreement, Town and HOA agree as follows: 1. Land Subiect to Agreement. The tracts of land that are the subject of this Agreement are situated in the Larkin McCarty Survey, Abstract No. 600, in the Town of Prosper, Collin County, Texas, and more particularly described as: (a) 2.5f acres of land ("Area A"); and (b) a hike and bike trail easement containing 2.0f acres of land ("Area B"); and (c) 10.3± acres of land ("Area C"); and (d) 12.0t acres of land ("Area E"); and ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) - Page 1 4(HW) (e) unless and until fee simple title is conveyed to Town and Town has assumed all maintenance obligations thereof, 7.0± acres of land ("Area F"); and (f) 3.0± acres of land ("Area G-1'�. Areas A, B, C, E, F and G-1 are more particularly described in and/or depicted on Exhibit "A", attached hereto and incorporated herein for all purposes (collectively referred to herein as the "Property'). The word "Pro e " as used herein shall refer to the land and any and all improvements located thereon. The parties represent that ownership of each Area shall be as set forth in the Park Development Agreement. 2. Term of Agreement. The term of this Agreement will commence on the 25th day of March 2008 ("Effective Date") and shall continue to remain in effect unless and until earlier terminated by written Agreement of the parties. 3. Maintenance of Property. (a) Maintenance Obligations. Maintenance of the Property shall be in accordance the specifications and schedule attached hereto as Exhibit "B" and incorporated herein for all purposes ("Maintenance Obligations"). (b) Town Maintenance Obligations. Subject to Paragraph 3(c), Town agrees to maintain the Property in accordance with the Maintenance Obligations, utilizing Town employees if jointly agreed to by the HOA and the Town, and/or third party contractors. In the event Town determines that it is in the best interest of Town and its citizens to hire third party contractors to perform all or a portion of the Maintenance Obligations, Town shall comply with any and all procurement laws. (c) HOA Maintenance Obligations/Escrow Funds. (1) HOA shall be responsible for any and all costs associated with the Maintenance Obligations until seventy percent (70%) of the lots, as determined by the Whitley Place Zoning Exhibit, dated November 2006 a copy of which is attached hereto as Exhibit "C" and incorporated herein for all purposes, located within the Whitley Place Development in its entirety have received a Certificate of Occupancy ("CO") from Town ("Event"). After the Event, the HOA shall be responsible for 50% of the costs associated with the Maintenance Obligations. Should Developer, its successors and/or assigns as authorized herein, subsequent to the date of this Agreement, sale a portion of the Development to a third party, HOA and Town shall enter into an amendment to this Agreement, the form of which shall be reasonably agreed upon, so that the Maintenance Obligations reflect the intent of the parties regarding the Event. (2) The Town will be responsible for all maintenance obligation costs for "Area F" once the Event has occurred or upon Town's acceptance of conveyance prior to the Event. (3) HOA shall, within thirty (30) days of receiving notice from Town, pay into an escrow account, at the location solely determined by Town, funds equal to twenty-five percent (25%) of the estimated total annual cost for Town's performance of ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) - Page 2 4(HW) the Maintenance Obligations, said amount to be reasonably agreed upon by the parties hereto ("Escrow Funds"). In lieu of the first annual deposit of the Escrow Funds, HOA shall provide the Maintenance Obligations at no cost to Town and in accordance with all independent contractor requirements promulgated by Town. In March 2009, the Town will begin performance of the Maintenance Obligations at which time the Escrow Funds will be due from the HOA. At no time shall the Escrow Funds exceed the estimated total cost for the Maintenance Obligations for the subject year as determined by the parties and as provided herein. The Escrow Funds will be available to Town to pay for the costs of performing the Maintenance Obligations each year this Agreement is in effect if HOA fails to perform any obligation set forth herein after receiving thirty (30) days written notice from Town at which time Town shall, in its sole discretion, be entitled to use, at any time, all or a portion of the Escrow Funds in connection with its performance of the Maintenance Obligations. In addition, if any amount of the Escrow Funds remains in the account after the termination of this Agreement and payment of all financial obligations set forth herein, as reasonably determined by Town, ("Remaining Escrow Funds") HOA shall be entitled to, as its sole property, the Remaining Escrow Funds. Interest in the fund will accrue and any amount in excess of the required twenty-five percent (25%) of the estimated total annual cost for Town's performance of the Maintenance Obligations may be credited to the HOA's portion of reimbursement or refunded to the HOA, such decision to be made by the HOA. Notwithstanding anything to the contrary herein, Town and HOA agree that Town shall, under no circumstance, be responsible for any part or portion of the costs associated, directly or indirectly, with the Maintenance Obligations until the occurrence of the Event. (4) On or before the fifth (51h) day of each month, HOA shall tender to Town one -twelfth (1/12th) of the amount of the agreed upon annual cost of performing the Maintenance Obligations; provided, however, HOA shall, within thirty (30) days of receipt of Town's invoice, tender to Town those amounts incurred by Town hereunder that were not included in the initially agreed upon annual cost of performing the Maintenance Obligations but is included in the scope of work itemized in Exhibit "B". (5) Notwithstanding anything to the contrary herein, Town and HOA agree that Town shall, under no circumstance, be responsible for any part or portion of the costs associated, directly or indirectly, with the Maintenance Obligations until the occurrence of the Event. 4. Default. In the event HOA fails to comply with any of the provisions of this Agreement, Town shall have the following remedies in addition to Town's other rights and remedies, at law or in equity: a. to refuse to perform the Maintenance Obligations; and/or b. to seek specific performance of this Agreement. ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) - Page 3 4(HW) In the event of Town's default under this Agreement, HOA will be entitled to seek specific performance of this Agreement as its sole and exclusive remedy. 5. Continuity. This Agreement shall be a covenant running with the land and shall be binding upon HOA, its officers, directors, successors, assigns (as authorized herein) and/or grantees. In addition, the parties shall cause this Agreement to be filed in the Land Records of Collin County. 6. Miscellaneous. (a) Notice. Any notice required to be sent under this Agreement must be in writing and may be served by depositing same 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 hand -delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee 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 shall be as follows: If to Town, addressed to it at: Town of Prosper ATTN: Town Manager 121 West Broadway P. O. Box 307 Prosper, Texas 75078 Telephone: (972) 346-2640 Facsimile: (972) 346-2111 If to HOA, addressed to it at: Whitley Place Homeowners' Association ATTN: President Telephone: �) Facsimile: (� _ (b) Assignment. This Agreement is not assignable without the prior written consent of Town. (c) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, as allowed. ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) - Page 4 4(HM (d) 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 written agreement of the parties hereto. (e) Venue. This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. (f) Consideration. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. (g) Counterparts. This 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. (h) Authority to Execute. The individuals executing this Agreement on behalf of the respective parties below represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on 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 date hereof. (i) Savings/Severability. In case any one or more of the provisions contained in this Agreement shall 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 thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. (k) 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 with its counsel. (1) 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 parties and are not intended to be used in construing this document. (m) Sovereign Immunity. The parties agree that Town has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. (n) No Third Party Beneficiaries. Nothing in this Agreement shall be construed to ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) - Page 5 4(HW) 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. (o) Attorneys' Fees. In any legal proceeding brought to enforce the terms of this Agreement, the prevailing party may recover its reasonable and necessary attorneys' fees from the non -prevailing party as permitted by Section 271.159 of the Texas Local Government Code, as it exists or may be amended. (p) 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 Town and the HOA and/or its authorized representatives. (q) Force Maieure. Notwithstanding anything herein to the contrary, no party shall be liable for the failure to perform its duties described herein if such failure is caused by a catastrophe, riot, war, governmental order or regulation, fire, accident, Act of God, or other similar or different contingency beyond the reasonable control of the subject party(ies). (r) Waiver. Waiver by either party of any breach of this Agreement, or the failure of either party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance. (s) HOA's Warranties/Representations. All warranties, representations and covenants made by HOA in this Agreement or in any certificate or other instrument delivered by HOA to Town under this Agreement shall be considered to have been relied upon by Town and will survive the satisfaction of any fees and/or payments made under this Agreement, regardless of any investigation made by Town or on Town's behalf. IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below. HOA: TOWN OF PROSPER, TEXAS WHITLEY PLACE HOMEOWNERS' ASSOCIATION, INC., a Texas nonprofit corporation L"M Mike Land, Town Manager Date: is Date: ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) - Page 6 4(HW) , President STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared Mike Land known to me to be one of the persons whose names are subscribed to the foregoing instrument; he acknowledged to me he is the duly authorized representative for the TOWN OF PROSPER, TEXAS, and he executed said instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of .2008. Notary Public in and for the State of Texas My Commission Expires: STATE OF TEXAS COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared , President of WHITLEY PLACE HOMEOWNERS' ASSOCIATION, INC., a Texas nonprofit corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2008. Notary Public in and for the State of Texas My Commission Expires: ESCROW/REIMBURSEMENT/FACILITIES MAINTENANCE AGREEMENT (Whitley Place) - Page 7 4(HW) % w i j: - a.v��:!'�rsFIR•nrRVcrv�rtyf+arrayti^.(+'r•r•v.�U�r.-..�-a.'di• vc.A:`3 J 1 5F5F �I '1 i F 3 .t z rdi1 ^ti i r• Im OKI Y l :. .sx::_i�ai'�"c"=�,m`w�.; c' �..:.r.e'e;a�.::%` ::cc-rs-•�x :._6rxi�%r�"�"� I di QQ µ fill, A �p A i ^D R IEg 42 �Sj ®. iI W EXHIBIT B DESCRIPTION OF MAINTENANCE OBLIGATIONS WHITLEY PLACE HOMEOWNERS ASSOCIATION and TOWN OF PROSPER SHARED MAINTENANCE utilities 5100 Water - C - 5110 Electric - C - 5100 Water - E - 5110 Electric - E - Landscape Maintenance 5210 Landscape Maintenance Precision Mowing - C - 36 mows 5210 Landscape Maintenance Precision Mowing - E - 36 mows 5215 Fertilize - C - 4 times 5215 Fertilize - E - 4 times 5220 Natural Area Mowing - A - 6 mows 5220 Hike and Bike Trail Mowing - A - 8 mows 5220 Line Trim Natural Area Edge - A - 6 mows 5220 Hike and Bike Trail Mowing - B - 8 mows 5220 Line Trim Natural Area Edge - B - 6 mows 5220 Natural Area Mowing - C - 6 mows 5220 Hike and Bike Trail Mowing - C - 8 mows 5220 Line Trim Natural Area Edge - C - 6 mows 5220 Naturai Area Mowing - E - 6 mows 5220 Hike and Bike Trail Mowing - E - 8 mows 5220 Line Trim Natural Area Edge - E - 6 mows 522-0 Mow as needed F 5220 Hike and Bike Trail Mowing - G (City owned portion) - 8 mows 5220 Line Trim Natural Area Edge - G (City owned portion) - 6 mows 5220 Natural Area Mowing - G (City owned portion) - 6 mows 5245 Landscape Maintenance and Repair - C & E - as needed 5260 irrigation Repairs - C & E - as needed Grounds Maintenance 5510 Trail Maintenance -A - as needed 5530 Grounds Porter -A -12 times 5599 Remove Limb Debris - A - as needed 5510 Trail Maintenance - B - as needed 5530 Grounds Porter - B -12 times 5599 Remove Limb Debris - B - as needed 5510 Structure Maintenance - C - as needed 5510 Trail Maintenance - C - as needed 5520 Lake Maintenance - C - as needed 5525 Aeration Systems Maintenance - C - as needed 5530 Grounds Porter - C - 40 times 5540 Lights Maintenance - C - as needed 5598 Trim Trees/Shrubs planted according to approved landscape plan - C - 2 times 5599 Remove Limb Debris - C - as needed 5510 Trail Maintenance - E - as needed 5520 Lake Maintenance - E - as needed 5525 Aeration Systems Maintenance - E - as needed 5530 Grounds Porter - E - 20 times 5598 Trim Trees/Shrubs planted according to approved landscape plan - E - 2 times 5599 Remove Limb Debris - E - as needed 5510 Trail Maintenance - G (City owned portion) - as needed 5530 Grounds Porter - G (City owned portion) -12 times 5599 Remove Limb Debris - G (City owned portion) - as needed Note: Frequencies and scopes listed above are approximate and will vary depending on maturity of landscape, weather, intensity of public use, etc. Projects initiated by HOA such as flower beds and planting of annuals, holiday lighting, or decorations will not be considered cost sharing by the Town of Prosper, EXHIBIT C WHITLEY PLACE ZONING EXHIBIT g m � L!19;P culi z fl 0 8z fill Hill; TOWN OF PROSPER, TEXAS RESOLUTION NO. 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 PARK DEVELOPMENT AGREEMENT BETWEEN CC JOINT VENTURES, LTD., 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 Park Development Agreement between CC Joint Ventures, LTD., and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 25th day of March, 2008. Charles Niswanger, Mayor ATTEST TO: Matthew Denton Town Secretary IOSPER WN OF To: Mayor and Town Council From: Matthew D. Denton, Town Secretary Cc: Mike Land, Town Manager Re: Code of Ethics Agenda Item: ADMINISTRATION Consider and act upon an ordinance adopting a Code of Ethics as required by the Town Charter. Description of Agenda Item: Per Charter Section 3:18, the Town Council is required to adopt a Code of Ethics. The Code of Ethics is for the purpose of, among other things, establishing and defining the bounds of reasonable ethical behavior by the Town Council and all other appointed Town Officials. Staff brought the ordinance to council at their November 27, 2007 and February 26, 2008 meetings. At the meetings there were numerous questions and comments from council. Staff met with the Town Attorney to discuss the questions and comments. The Town Attorney stated none of the elements of the ordinance are required by law. Council may remove, change, or add any sections of the ordinance. Staff removed and/or changed some of sections of the ordinance per the council recommendations at the November 27t' and February 26`h meetings. Attached is a red line copy of the original with the recommended changes. Budget Impact• N/A Legal Obligations and Review: Legal has reviewed the proposed Code of Ethics ordinance. Attached Documents: Proposed Code of Ethics ordinance with changes proposed by the council. Item No. 12 Page 1 of 1 Board, Committee and/or Staff Recommendation: Town staff recommends the Town Council approved the ordinance adopting the Code of Ethics. Item No. 12 Page 1 of 1 TOWN OF PROSPER, TEXAS ORDINANCE NO.0807- xxx AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, ESTABLISHING A CODE OF ETHICS; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the Town of Prosper desires for all of its citizens to have confidence in the integrity, independence, and impartiality of those who act on their behalf in government; and WHEREAS, this proposed Code of Ethics to define the bounds of reasonable ethical behavior by the Town Council and all appointed Town Officials. NOW, THEREFORE BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS that this Ordinance be adopted in order to promote confidence in the government of the Town of Prosper, and thereby enhance the Town's ability to function effectively. PART A: DECLARATION OF POLICY SECTION I: STA TEMENT OF PURPOSE It is essential in a democratic system that the public have confidence in the integrity, independence, and impartiality of those who act on their behalf in government. Such confidence depends not only on the conduct of those who exercise Official power, but on the availability of aid or redress to all persons on Code of Ethics Ordinance Page 1 of 29 equal terms and on the accessibility and dissemination of information relating to the conduct of public affairs. The Prosper Town Council adopts this Code of Ethics in order to promote confidence in the government of the Town of Prosper, and thereby enhance the Town's ability to function effectively. The Code of Ethics establishes standards of conduct, disclosure requirements, and enforcement mechanisms relating to Town Officials. The Code of Ethics also covers others whose actions inevitably affect public faith in Town government, such as former Town Officials, candidates for public office, and persons doing business with the Town. By prohibiting conduct incompatible with the Town's best interests and minimizing the risk of any appearance of impropriety, this Code of Ethics will further the legitimate interests of democracy. SECTION 2: DEFINITIONS III�INillh��,,,. 'IIIIIIIIIIIIII� As used in this Code of Ethics, the following words and phrases have the meaning ascribed to them in this Section, unless the context requires otherwise or more specific definitions set forth elsewhere in this code apply: Affiliated. Business entities are "Affiliated" if one is the parent or subsidiary of the other or if they are subsidiaries of the same parent Business Entity. � Affinity. Relationship by "Affinity" is defined in Sections 573.024 and 573.025 of the Texas Government Code. (See Attachment "A') Before the Town. Representation or appearance "Before the Town" means before the Town Council or a Board, commission, or other Town entity. Board. A Board, commission, or committee: (1) Which is established by Town Ordinance, Town Charter, inter -local contract between the Town and another Party, or state law; or Code of Ethics Ordinance Page 2 of 29 (2) Any part of whose membership is appointed by the Town Council, but does not include a Board, commission, or committee that is the governing body of a separate political subdivision of the state. (3) The Prosper Economic Development Corporation is considered a Board for the purpose of this Code of Ethics. Business Entity. "Business Entity" means a sole proprietorship, partnership, firm, corporation, limited liability company, holding company, joint-stock company, receivership, trust, unincorporated association, or any other business entity recognized by law. Code of Ethics. "Code of Ethics," "Ethics Code," or "this Code" means Parts A through H of this Ordinance. Confidential Government Information. "Confidential Government Information" is all information held by the Town that is not available to the public under the Public Information Act, (Chapter 552, Local Government Code ("the Act")) and any information from a meeting closed to the public pursuant to the Texas Open Meetings Act, (Chapter 551, Local Government Code) regardless of whether disclosure violates the Act and/or the Texas Open Meetings Act. Town. "Town" means the Town of Prosper, Texas. Consanguinity. Relationship by "Consanguinity" is defined in Sections 573.022 and 573.023 of the Texas Government Code. (See Attachment "A') Discretionary Contract. "Discretionary Contract" means any contract other than those which by law must be awarded on a qualified bid basis. Code of Ethics Ordinance Page 3 of 29 Economic Interest. "Economic Interest" is legal or equitable property interests in land, chattels, and intangibles, and contractual rights having a value of more than fifty thousand dollars ($50,000.00). Service by a Town Official as an Officer, director, advisor, or otherwise active participant in an educational, religious, charitable, fraternal, or civic organization does not create for that Town Official an Economic Interest in the property of the organization. "Economic Interest" does not include the contract and/or business relationship that the Town Manager, Town Secretary, and/or the Municipal Court Judges and Magistrates and/or their respective law firms have with the Town. Ownership of an interest in a mutual or common investment fund that holds securities or other assets is not an Economic Interest in such securities or other assets unless the person in question participates in the management of the fund. Gift. A voluntary transfer of property (including the payment of money) or the conferral of a benefit having monetary value (such as the rendition of services or the forbearance of collection on a debt), unless consideration of equal or greater value is received by the donor as quid pro quo. Indirect Ownership. A person "indirectly owns" an equity interest in a Business Entity where the interest is held through a series of business entities, some of which own interests in others. Matter. Matter is defined as the events or circumstances of a particular situation. Official. The term "Official' or "Town Official" is defined as the following persons: (1) The Mayor (2) Members of the Town Council (3) Municipal Court Judges and Magistrates (4) The Town Manager (5) The Assistant Town Manager Code of Ethics Ordinance Page 4 of 29 6 The Town Secretary O (7) Town Attorney (8) Members of the temporary or standing, current or future Boards, Commissions, Governing Bodies, and Boards of Directors when those Boards, Commissions, Governing Bodies, and Boards of Directors are appointed in their entirety or partially by the iTown Council of the Town. 41111111 1111,' Official Action. "Official Action" is defined as: (1) any affirmative act (including the making of a recommendation) within the scope of, or in violation of, a Town Official's duties, and (2) any failure to act, if the Town Official is under a duty to act and knows that inaction is likely to affect substantially an Economic Interest of the Town Official or any person related to the Town Official in the first degree by consanguinity or affinity (See Attachment "A "). Official Information. "Official Information" is information gathered pursuant to the power or authority of Town. Partner. "Partner" is defined as partners in general partnerships, limited partnerships, limited liability partnerships, joint ventures, and any other partnership allowed by law. Personally and Substantially Participated. The requirement of having "personally and substantially participated" in a Matter is met only if the individual in fact exercised discretion relating to the Matter. The fact that the person had responsibility for a Matter does not by itself establish that the person "personally and substantially participated" in the Matter. Representation. "Representation" is defined as all forms of communication and personal appearances in which a person, not acting in performance of Official duties, formally or informally, serves as an advocate Code of Ethics Ordinance Page 5 of 29 for private interests, regardless of whether the Representation is compensated. Lobbying, even on an informal basis, is a form of Representation. Representation does not include appearance as a fact witness in litigation or other Official proceedings. Solicitation. "Solicitation" of subsequent employment or business opportunities is defined as all forms of proposals and negotiations relating thereto. .,, Il{II�If ,• IIII SECTION 3: WORDING INTERPRETATION III1 The gender of the wording throughout this Ordinance shall always be interpreted to mean either sex. All singular words shall include the plural, and all plural words shall include the singular. All references to the laws of the State of Texas or the Home Rule Charter, Ordinances, or Resolutions of the Town of Prosper Texas shall mean "as presently enacted or hereafter amended". 'III PART B: PRESENT TOWN OFFICIALS III�IfIIII SECTION 1: IMPROPER ECONOMIC BENEFIT (a) General Rule. Town Officials shall comply with Chapter 171 of the Local Government Code regarding conflicts of interest. (b) Affidavit and Abstention from Voting Required. Town Officials shall comply with Chapter 171 of the Local Government Code regarding Affidavits and Abstention from Voting. SECTION 2: UNFAIR ADVANCEMENT OF PRIVATE INTERESTS (a) General Rule. A Town Official may not use his Official position to grant or secure, or attempt to grant or secure, for any person (including himself) any form of special consideration, treatment, exemption, or advantage beyond that which is lawfully available to other persons. This rule does not apply to actions taken by a Town Official in the legislative process. Code of Ethics Ordinance Page 6 of 29 (b) Special Rules. The following special rules apply in addition to the general rule: (1) Reciprocal Favors. A Town Official may not enter into an agreement or understanding with any other person that Official Action by the Official will be rewarded or reciprocated by the other person, directly or indirectly. (2) Appointment of Relatives/Anti-Nepotism. A Town Official shall not nominate, appoint or vote to nominate or appoint any person to a paid position with the Town who is related to the Town Official within the third degree of Consanguinity or second degree by Affinity. (3) No Town Council member who is on the Board of a nonprofit organization may vote on any funding request by that nonprofit organization, unless the nonprofit organization has a Board of directors or trustees appointed in whole or in part by the Town Council. (c) Recusal and Disclosure. A Town Official whose conduct would otherwise violate Part B, Section 2(b)(2) shall openly declare that he/she must be recused based upon the Anti -Nepotism provisions and such Town Official shall not be counted as present for the agenda item for purposes of the tally or determining the total votes required. SECTION 3: GIFTS (Note: Chapter 176 of Local Government Code requires disclosure form for $250 over 12 month Period) (a) General Rule. A Town Official shall not solicit, accept, or agree to accept any Gift or benefit having a total aggregate value more than $250 over a consecutive 6 month period from the same person or entity. (b) Special Applications. Subsection (a) does not include: Code of Ethics Ordinance Page 7 of 29 (1) a Gift to a Town Official relating to a special occasion, such as a wedding; anniversary, graduation, birth, illness, death, or holiday, provided that the value of the Gift is fairly commensurate with the occasion and the relationship between the donor and recipient; (2) reimbursement of reasonable expenses for travel authorized in accordance with Town policies; (3) a public award or reward for meritorious service or professional achievement, provided that the award or reward is reasonable in light of the occasion; (4) a loan from a lending institution made in its regular course of business on the same terms generally available to the public; (5) a scholarship or fellowship awarded on the same terms and based on the same criteria that are applied to other applicants; or (6) admission to an event in which the Town Official is participating in connection with Official duties; (7) lawful campaign contributions; (8) attending social functions, ground breakings, or civic events pertinent to the public relations and operations of the Town; (9) exchanging Gifts with his family and relatives; Code of Ethics Ordinance Page 8 of 29 (10) exchanging Gifts at church functions or Town parties or functions where only Town Officials and their employees are invited or attended; (11) exchanging Gifts or receiving a bonus from their place of full-time employment; (12) meals for the Town Official, and the Town Official's spouse, paid for by another party; or (13) participation in charitable events where the ticket price, entry fee or the like is waived for the Town Official and/or the Town Official's spouse. (c) Gifts to Closely Related Persons. A Town Official shall take reasonable steps to persuade a parent, spouse, child, stepchild, or other relative within the second degree of Consanguinity or Affinity (see Attachment "A') not to solicit, accept, or agree to accept any Gift or benefit which would violate Section 3(a) if the Official solicited, accepted, or agreed to accept it. SECTION 4: CONFIDENTIAL INFORMATION (a) Improper Access. A Town Official shall not use his position to secure Official Information about any person or entity for any purpose other than the performance of Official responsibilities. (b) Improper Disclosure or Use. A Town Official shall not disclose Confidential Government Information or use such information to further or impede anyone's personal interests. This Section 4 does not prohibit: (1) any disclosure or use that is authorized or required by law; or (2) the confidential reporting of illegal or unethical conduct to authorities designated by law. Code of Ethics Ordinance Page 9 of 29 SECTION S: REPRESENTATION OF PRIVATE INTERESTS (a) Representation before the Town, Town Board or other Town Commission. A Town Official shall not represent any person, group, or entity, other than himself, or his spouse or minor children, before the Town. (b) Representation in Litigation Adverse to the Town. (1) Salaried Officials. A salaried Town Official shall not represent any person, group, or entity, other than himself, or his spouse or minor children, in any litigation to which the Town is a party, if the interests of that person, group, or entity are adverse to the interests of the Town. (2) Non -Salaried Officials. A non -salaried Official shall not represent any person, group, or entity, other than himself, or his spouse or minor children, in any litigation to which the Town is a party, if the interests of that person, group, or entity are adverse to interests of the Town and the matter is substantially related to the non -salaried Official's duties to the Town. SECTION 6: PUBLIC PROPER TYAND RESOURCES A Town Official shall not use, request, or permit the use of Town facilities, personnel, equipment, or supplies for private purposes, except: (a) pursuant to duly adopted Town policies; or (b) to the extent and according to the terms that those resources are lawfully available to the public. Code of Ethics Ordinance Page 10 of 29 SECTION 7: POLITICAL ACTIVITY Limitations on the political activities of Town Officials are imposed by state law and —the Town Charter, ner-gia ,ne! M,t. In addition, the following ethical restrictions apply: (a) Influencing Subordinates. A Town Official shall not, directly or indirectly, induce or attempt to induce any subordinate of the Official: (1) to participate in an election campaign, contribute to a candidate or political committee, or engage in any other political activity relating to a particular party, candidate, or issue, or (2) to refrain from engaging in any lawful political activity, except activities prohibited by the Town Charter. h� (b) Official Vehicles. A Town Official shall not display or fail to remove campaign materials on any Town vehicle under his control. Limitations on the use of public property and resources for political purposes are imposed by Part B, Section 6. A Town Official may not spend or authorize the spending of public funds or use or authorize the use of public property for "political advertising", as that term is defined in the Texas Election Code, as it exists or may be amended. A general statement merely encouraging another person to vote does not violate this rule. SECTION 8: ACTIONS OF OTHERS (a) Violations by Other Town Officials. A Town Official shall not knowingly assist or induce, or attempt to assist or induce, another Town Official to violate any provision in this Code of Ethics. Code of Ethics Ordinance Page 11 of 29 (b) Using Others to Engage in Forbidden Conduct. A Town Official shall not violate the provisions of this Code of Ethics through the acts of another. SECTION 9: INTERACTION WITH TOWN STAFF (a) Town Council members' and Board Members' interaction with the Town Manager or staff must recognize the lack of authority in any individual Town Council member, Board Member or group of Town Council members or Board Members, except when explicitly authorized by the Town Council or Board. (b) Town Council members and Board Members will not make public individual judgments of the performance of the Town Manager, his staff, the Town Secretary, or the Municipal Judge except as authorized by Town policy, ordinance, or the Town Charter. (c) Town Council members and Board Members may not attempt to coerce or intimidate Town Employees, interfere with Town Employees' duties, or otherwise circumvent the authority of the Town Manager. Communications that are not in violation of this Section are permitted. SECTION 10: TOWN COUNCIL INTERACTION WITH GENERAL PUBLIC Town Council members' and Board Members' interaction with public, press or other entities must recognize the same limitation as expressed in Part B, Section 9 and the inability of any Town Council member or Board Member or group of Town Council members or Board Members to speak for the Town Council or Board except when explicitly authorized by the Town Council, that Board, or the Town Charter. °0�ptlll Code of Ethics Ordinance Page 12 of 29 SECTION 11: AFFIDAVIT AND ABSTENTION FROM VOTING REQUIRED (a) If a local public official has a substantial interest in a business entity or in real property, the official shall file, before a vote or decision on any a matter involving the business entity or the real property, an affidavit stating the nature and extent of the interest and shall abstain from further participation in the matter if- (1) Ownership of 10 percent or more of the voting stock or shares of the business entity; or (2) Ownership of either 10 percent or more, or $15,000 or more of the fair market value of the business entity; or (3) Funds received by the affiant from the business entity exceed 10 percent of the affiant's gross income for the previous year; or (4) Ownership of a legal or equitable interest in subject real estate with (said interest) having a fair market value of $2,500 or more; or (5) Is related to a person (in the first degree, by consanguinity or affinity, as determined under Chapter 573, Government Code), who has a substantial interest as such term is defined in Subsection 171.002 of the Local Government Code. (b) The affidavit must be filed with the official record keeper of the governmental entity. (c) If a local public official is required to file and does file an affidavit under Subsection (a), the official is not required to abstain from further participation in the matter requiring the affidavit if a majority of the member of the governmental entity of which the official is a member is composed of persons who are likewise required to file and who do files affidavits of similar interest on the same official action. Code of Ethics Ordinance Page 13 of 29 PART C: FORMER TOWN OFFICIALS (II SECTION 1: CONTINUING CONFIDENTIALITY A former Town Official shall not use or disclose Confidential Government Information acquired during service as a Town Official. This rule does not prohibit: (a) any disclosure or use that is authorized or required by law; or IIIIII�I� (b) the confidential reporting of illegal or unethical conduct to authorities designated by law. SECTION 2: SUBSEQUENT REPRESENTATION (a) Representation by a Former Board Member. A person who was a member of a Board shall not represent before that Board any person, group, or entity other than himself, or his spouse or minor children, for a period of six (6) months after the termination of his Official duties. (b) Representation before the Town. A former Town Official shall not represent any person, group, or entity, other than himself, or his spouse or minor children, before the Town for a period of six (6) months after termination of his Official duties, unless hired by the Town under the authority granted within the Town Charter. (c) Representation in Litigation Adverse to the Town. A former Town Official shall not, absent consent from the Town, represent any person, group, or entity, other than himself, or his spouse or minor children, in any litigation to which the Town is a party, if the interests of that person, group, or entity are adverse to the interests of the Town and the Matter is one in which the former Town Official Personally and Substantially Participated prior to termination of his Official duties. Code of Ethics Ordinance Page 14 of 29 SECTION 3: DISCRETIONARY CONTRACTS (a) Impermissible Interest in Discretionary Contract or Sale. This Subsection applies only to contracts or sales made on a discretionary basis, and not to contracts or sales made on a competitive bid basis. Within six (6) months of the termination of Official duties, a former Town Council member shall not have a financial interest, direct or indirect, in any contract with the Town, and shall not be financially interested, directly or indirectly, in the sale to the Town of any land, materials, supplies, or service. Any violation of this Section, with the knowledge, expressed or implied, of the individual or Business Entity contracting with the Town Council shall render the contract involved voidable by the Town Manager or the Town Council. A former Town Council member has a prohibited "financial interest" in a contract with the Town, or in the sale to the Town of land, materials, supplies, or service, if any of the following individuals or entities is a party to the contract or sale: (1) the former Town Council member; (2) his/her parent, child, stepchild, or spouse; ,��idf1 iglu (3) a Business Entity in which the former Town Council member directly or indirectly owns: (A) ten (10) percent or more of the voting stock or shares of the Business Entity, or (B) ten (10) percent or more of the fair market value of the Business Entity; or (4) a Business Entity of which any individual or entity listed in Part C, Section 3(a)(1) or 3(a)(3) is: (A) a subcontractor on a Town contract; or (B) an Affiliated business or Partner. (b) Prior Participation in Negotiation or Awarding. A former Town Council member may not, within one (1) year of the termination of Official duties, perform work on a compensated basis relating to a Code of Ethics Ordinance Page 15 of 29 Discretionary Contract, if he Personally and Substantially Participated in the negotiation or awarding of the contract. (c) Definitions. For purposes of Part C, Section 3(a) of this rule: I��IIII (1) A "former Town Council member" is any person who, immediately prior to termination of Official duties, was the Mayor or a member of the Town Council. (2) The term "contract" means any contract other than a contract for the personal services of the former Town Council member. (3) The term "service" means any services other than the personal services of the former Town Council member. '011111.,,,,,,,,,,, PART D: PERSONS DOING BUSINESS WITH THE TOWN SECTION 1: PERSONS SEEKING CONTRACTS (a) Disclosure off Parties, Owners, and Closely Related Persons. An individual or Business Entity seeking a contract from the Town is required to complete the Conflict of Interest Questionnaire required by Chapter 176 of the Local Government Code. Code of Ethics Ordinance Page 16 of 29 ,-0,11 1111"' offin o of the Business 1.fAit-c. J�IIIII�IIIIIII�''IIIIIIII�I�1. (-},_Briefing Papers and Open Records. Briefing papers prepared for the Town concerning any proposed Discretionary Contract shall reveal the information disclosed in compliance with Part D, Sections 1(a) and 1(b), and that information shall constitute an open record available to the public. PART E: MEMBERS OF THE PUBLIC AND OTHERS Part E applies to current and former Town Officials, persons doing business with the Town, and lobbyists, as well as to members of the public and any other person (including Business Entities and nonprofit entities). "lilt, ''1�q1 I +IIIIIII ,'I'IIIIII� SECTION 1: FORMS OF RESPONSIBILITY �l ,,IIIIIII IIIIII111��,,. IIII!pn,. No person shall induce, attempt to induce, conspire with, aid or assist, or attempt to aid or assist another person to engage in conduct violative of the obligations imposed by this Code of Ethics. SECTION 2: STANDARDS OF CONDUCT (a) No Town officer, employee, or advisory board member or their- sp„•,�oR shall knowingly: (1) Accept or solicit any gift, favor, service, or thing of value from any person group or business entity that might reasonably tend to influence him in the discharge of his official duties. This prohibition shall not apply to: (a) An occasional non pecuniary gift, insignificant in value or; (b) An award publicly presented in recognition of public service or; Code of Ethics Ordinance Page 17 of 29 (c) Any gift which would have been offered or given to him if he were not a Town officer, employee, or advisory board member, or their spouses. (2) Grant in the discharge of his or her official duties any improper favor, service or thing of value to any person group or business entity; (3) Accept or solicit any gift, favor, service or thing of value, including a promise of future employment, of sufficient economic value that it might reasonably tend to influence him, in the discharge of his official duties, from any person, group or business entity: a. Who is licensed or has a substantial interest in any business entity that is licensed by any Town department, agency, commission, or board on which the Town officer, employee, or advisory board member serves; or b. Who has a financial interest in any proposed ordinance or decision upon which t he Town officer, employee, or advisory board member may or must act or make a recommendation; provided, however, that any Town officer, employee, or advisory board member and their spouses, may accept travel and related expenses to attend ceremonial functions, provided that such acceptance and attendance have been approved by the Town council prior to the occurrence of the ceremonial function. (4) Knowingly discloses any confidential information gained by reason of the position of the officer, employee or advisory board member concerning the property, operations, policies, or affairs of the Town, or use such confidential information to advance any personal interest, financial or otherwise, of such officer, employee, or advisory board member, or others. Section (a)(4) of this section shall not preclude disclosure of such confidential information in connection with any investigation or proceeding regarding whether there has been a violation of the standards of conduct set forth by this article. Code of Ethics Ordinance Page 18 of 29 (5) Use one's position or office of employment or Town facilities, personnel, equipment, or supplies to secure special privileges or exemptions for himself or others or for the private gain of the Town officer, employee, advisory board member or his spouse. (6) Engage in any exchange, purchase or sale of property, goods or services with the Town, except: a. Rendering services to the Town as an officer employee or advisory board member; b. Paying taxes, fines, utility service, or filing fees; Executing and performing any developer's agreement or plat in compliance with laws and regulations applicable to any person provided however that if any Town ordinance rule or regulation allows any discretion by the appropriate officers or employees of the Town in the interpretation or enforcement of such ordinance rule or regulation any such discretion shall be exercised in favor of the Town in connection with any such developer's agreement or plat; d. Advisory board members who are not otherwise officers or employees of the own may engage in any exchange purchase or sale of property goods or services with the Town or enter into a contract with the Town provided that the board on which they are a member has no advisory function or cognizance direct or indirect present or prospective with respect to the transaction in which such advisory board member engages or proposes to engage. (7) Hold himself / herself out as representing the Town in any capacity other than that for which he was appointed, elected, or hired. Code of Ethics Ordinance Page 19 of 29 (8) Engage in or accept private employment or render a service when such employment or service is incompatible with the proper discharge of his or her official duties or would tend to impair his or her independent judgment in the performance of his or her official duties. (9) Make or permit the unauthorized use of Town owned vehicles equipment materials or property. (10) Grant any special consideration treatment or advantage to any citizen beyond that which is available to every other citizen. (11) After termination of service or employment with the Town, appear before any board or commission of the Town in relation to any case proceeding or application in which he or she personally participated or which was under his or her active consideration during the period of his or her service or employment +��IIII��'+f',I�III�I��U.'�++►q��„�►� (12) Transact any business in his or her official capacity with the Town with a business entity in which he she has a substantial interest. (13) Engage in any dishonest or criminal act or any other conduct prejudicial to the government of the Town or that reflects discredit upon the government of the Town. (14) Knowingly perform or refuse to perform any act in order to deliberately thwart the execution of Town ordinances, rules, or regulations or the achievement of official Town programs. Code of Ethics Ordinance Page 20 of 29 (d) The restrictions in this section do not prohibit the following: (1) A Town employee or member of a Town board, other than Town Council, or his or her spouse appearing before the Town Council or a Town department, agency, board, or commission to Code of Ethics Ordinance Page 21 of 29 represent himself or herself in a matter affecting his or her property; provided, however, that no such person or his or her spouse, shall appear before the board or commission of which he or she is a member; or (2) A Town employee or officer of an employee organization appearing before the Town Council or a Town department, agency, board, or commission to address employment matters. (e) The restrictions in this section do not apply to business associates of officers, employees, or advisory board members, but only personally to the officers, employees, and advisory board members themselves. wnn,r„m PART F: ETHICS REVIEW PROCESS SECTION 1: DEFINITIONS As used in Part F, the term "ethics laws" is defined as this Code of Ethics, Article XIV of the Town Charter, and Chapters 171 and 176 of the Texas Local Government Code. The term "ethical violation" is defined as violations of any of these enactments. SECTION 2: COMPLAINTS (a) Filing. Any person who believes that there has been a violation of the ethics laws may file a sworn Complaint with the Town Secretary. The "Complaint" shall: (1) identify the person or persons who allegedly committed the violation; (2) provide a statement of the facts on which the Complaint is based; (3) to the extent possible, identify the rule or rules allegedly violated; and Code of Ethics Ordinance Page 22 of 29 (4) be sworn to in the form of an affidavit and be based on personal knowledge of the affiant and be subject to the laws of perjury. The complainant may also recommend other sources of evidence that the Investigator (as defined below) should consider and may request a hearing. (b) Confidentiality. No Town Official shall reveal information relating to the filing or processing of a Complaint except as required for the performance of Official duties. All papers relating to a pending Complaint are confidential. (c) Notification. A copy of a Complaint meeting Part F, Section 2(a) shall be promptly forwarded by the Town Secretary to the Town Attorney and to the person charged in the Complaint. The person charged in the Complaint shall also be provided with a copy of the ethics rules and shall be informed: (1) that, within fourteen (14) days of receipt of the Complaint, he may file a sworn response with the Town Secretary; (2) that failure to file a response does not preclude the Town Attorney from selecting an Investigator to process the Complaint; (3) that a copy of any response filed by the person charged in the Complaint will be provided by the Town Secretary to the complainant, who may within seven (7) days respond by sworn writing filed with the Town Secretary, a copy of which shall be provided by the Town Secretary to the person charged in the Complaint; (4) that the person charged in the Complaint may request a hearing; and (5) that Town Officials have a duty to cooperate with the Town Attorney, pursuant to Part F, Section 3 of this Code of Ethics. (d) Assistance. The Town Secretary shall provide information to persons who inquire about the process for filing a Complaint. Code of Ethics Ordinance Page 23 of 29 SECTION 3: PROCEDURE FOR COMPLAINTS AGAINST TOWN OFFICIALS Within three (3) business days after receipt, it shall be the duty of the Town Attorney to select a third party attorney who does not perform legal work for the Town to conduct the investigation (the "Investigator") on behalf of the Town and notify the Town Council, Town Manager and the person charged in the Complaint of the Investigator selected. The Town Council shall approve or reject an Investigator selected by the Town Attorney at its next meeting for which there is time to post the item on the agenda as required by law. If the Town Council rejects an Investigator, the Town Attorney shall select another one in accordance with this Section. Within seven (7) business days after being approved as the Investigator by the Town Council, the Investigator shall make the initial determination/evaluation of the Complaint as to whether or not the facts alleged, if true, would at face value constitute a violation of this Code of Ethics. If it is determined by the Investigator that the facts as alleged would not constitute a violation, then at a meeting posted in accordance with the notice requirements of the Texas Open Meetings Act, the Investigator shall present a written report describing in detail the nature of the Complaint and the findings of the Investigator to the Town Council at its next regularly scheduled meeting. A majority of those Town Council members not implicated by the allegation(s) may either invoke the investigatory procedure contained herein or reject the Complaint. Any vote regarding the Complaint shall be in a public hearing called for that purpose. H!1!lIIIIIlI��in�,,,. If it is determined by the Investigator that the facts as alleged could constitute a violation of this Code of Ethics, then the Investigator shall, within seven (7) business days after receipt of the Complaint, notify the Mayor and Town Council of the existence and nature of the Complaint. The Mayor or any three (3) members of the Town Council may cause a meeting of the Town Council to convene, whether regular or special, within seven (7) business days after being so notified by the Investigator to further consider said Complaint in Executive Session and/or an Open Meeting, as permitted by the Texas Open Meetings Act. At said meeting, the Investigator shall present an initial written report ("Initial Report") to the Town Council describing in detail the nature of the Complaint and his findings and conclusions as to a possible violation of this Code of Ethics. The Investigator shall have all of the powers of investigation as is given to the Town Council by reason of Article III, Section 3.16 of the Town Charter. The Investigator shall Code of Ethics Ordinance Page 24 of 29 report back to the Town Council in writing as soon as possible but in no event more than fifteen (15) business days from the day of the Initial Report or twenty-one (21) days from the day the appointment of the Investigator was approved by the Town Council, whichever is later. Said report shall be comprehensive in support of the Investigator's opinion as to whether or not a violation of this Code of Ethics occurred.The Toy,% Couneil shall eensider- the findings of said mpei4 4 the meeting a4 whieh it is presented I�Ililni�. whieh time the per-sen(s) aeeused shall have the right to a full and eemplete hearing with the eppet4unity to eall witnesses and present evidenee on his behalfi. No final > d i i me with r-egafd to any matter- shall be made exeept in a meeting whieh is open to the publie. Any investigation pursuant to this Seetien shall not be �;eFmiaed to paAieipaw in any vote regarding vielmiens Po+1,; .s 1 , 'npl • �II ., � HANICI I��Iliillllq�� PART G: ENFORCEMENT MECISMS II II �I .,�I��►II��►Iu�il��1►,. �III�►►,,I��Illill�� illllliu�� In addition to other remedies provided by law, any one or more of the following remedies may be imposed upon a Town Official with respect to violations of this Code of Ethics. If it has been determined that a Town Council member has violated a provision of this Code of Ethics, the Town Council member who is in violation shall not participate in decisions regarding any penalty(ies) to be imposed under this Part G and said Council Member shall not be counted as present for the agenda item for purposes of the tally or determining the total votes required. SECTION 1: DISCIPLINAR YA CTION Town Officials who engage in conduct that violates this Code of Ethics may be notified, warned, reprimanded, suspended, or removed from office or employment by the Town Council. Code of Ethics Ordinance Page 25 of 29 SECTION 2: CIVIL FINE Any person, whether or not a Town Official, who violates any provision of this Code of Ethics is subject to a fine not exceeding five hundred dollars ($500.00), such amount to be determined by the Town Council. SECTION 3: PROSECUTION FOR PERJURY �,�IIIII��iI�I►�iif �i�IIIIIIIIIII��,. Any person who files a false sworn Complaint under Part F, Section 2(a) of this Code of Ethics is subject to criminal prosecution for perjury under the laws of the State of Texas. SECTION 4: VOIDING OR RATIFICATION OF CONTRACT If an ethics review finds that there has been a violation of any provision of this Code of Ethics that is related to the awarding of a contract, the Town Council must vote on whether to ratify or void the contract. Such action shall not affect the imposition of any penalty or remedy contained in this Code of Ethics or any other law. ., SECTION S: DISQUALIFICATION FROM CONTRACTING (a) Any person (including business entities and non-profit entities) who intentionally or knowingly violates any provision of Part D (Persons Doing Business with the Town) may be prohibited by the Town Council from entering into any contract with the Town for a period not to exceed three (3) years. (b) It is a violation of this Code of Ethics: (1) for a person prohibited from entering into a contract with the Town to enter, or attempt to enter, into a contract with the Town during the period of disqualification from contracting; or (2) for a Town Official to knowingly assist a violation of Part G, Section 5. Code of Ethics Ordinance Page 26 of 29 (c) Nothing in this Section shall be construed to prohibit any person from receiving a service or benefit, or from using a facility, which is generally available to the public, according to the same terms. (d) A Business Entity or nonprofit entity may be disqualified from contracting based on the conduct of an employee or agent, if the conduct occurred within the scope of the employment or agency. PART H: ADMINISTRATIVE PROVISIONS I�II,II (III SECTION]: OTHER OBLIGATIONS This Code of Ethics is cumulative of and supplemental to applicable state and federal laws and regulations. Compliance with the provisions of this Code of Ethics shall not excuse or relieve any person from any obligation imposed by state or federal law regarding ethics, financial reporting, lobbying activities, or any other issue addressed herein. Even if a Town Official is not prohibited from taking official action by this Code of Ethics, action may be prohibited by duly promulgated personnel rules, which may be more stringent. SECTION 2: EFFECTIVE DATE This Code of Ethics shall take effect on November- 27.1 2007March 25, 2008, following its adoption and publication as required by law. Individuals seated as Town Officials on the effective date of this Ordinance shall be bound by it and shall sign a written acknowledgement of receipt and understanding of this Code of Ethics within 30 days of the effective date. All Town Officials elected, appointed or retained following the effective date of this Code of Ethics shall sign a written acknowledgement of receipt and understanding of this Code of Ethics before performing any of the duties or functions of the Town Official's position. Code of Ethics Ordinance Page 27 of 29 SECTION 3: DISTRIBUTION AND TRAINING (a) At the time of application for a position of Town Official, every applicant shall be furnished with a copy of this Code of Ethics. No application shall be considered complete without a signed acknowledgement of receipt and understanding of this Code of Ethics by the applicant. (b) The Town Attorney or Town Manager as designated by the Town Council shall develop educational materials and conduct educational programs for the Town Officials on the provisions of this Code of Ethics, Article XIV of the Town Charter, and Chapters 171 and 176 of the Texas Local Government Code. Such materials and programs shall be designed to maximize understanding of the obligations imposed by these ethics laws. ,1 SECTION 4: SEVERABILITY If any provision of this Code of Ethics is found by a court of competent jurisdiction to be invalid or unconstitutional, or if the application of this Code of Ethics to any person or circumstances is found to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the other provisions or applications of this Code of Ethics which can be given effect without the invalid or unconstitutional provision or application. READ, CONSIDERED, PASSED AND APPROVED by the Town of Prosper, Texas, on this the 27�h 25th day of November-, March 25, 2008. Charles Niswanger, Mayor ATTEST: Code of Ethics Ordinance Page 28 of 29 Matthew Dent Town Secretai Code of Ethics Ordinance Page 29 of 29 Page 1 of 5 GOVERNMENT CODE CHAPTER 573. DEGREES OF RELATIONSHIP; NEPOTISM PROHIBITIONS SUBCHAPTER A. GENERAL PROVISIONS § 573.001. DEFINITIONS. In this chapter: (1) "Candidate" has the meaning assigned by Section 251.001, Election Code. (2) "Position" includes an office, clerkship, employment, or duty. (3) "Public official" means: (A) an officer of this state or of a district, county, municipality, precinct, school district, or other political subdivision of this state; (B) an officer or member of a board of this state or of a district, county, municipality, school district, or other political subdivision of this state; or (C) a judge of a court created by or under a statute of this state. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.002. DEGREES OF RELATIONSHIP. Except as provided by Section 573.043, this chapter applies to relationships within the third degree by consanguinity or within the second degree by affinity. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. SUBCHAPTER B. RELATIONSHIPS BY CONSANGUINITY OR BY AFFINITY § 573.021. METHOD OF COMPUTING DEGREE OF RELATIONSHIP. The degree of a relationship is computed by the civil law method. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.022. DETERMINATION OF CONSANGUINITY. (a) Two individuals are related to each other by consanguinity if: (1) one is a descendant of the other; or (2) they share a common ancestor. (b) An adopted child is considered to be a child of the adoptive parent for this purpose. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.023. COMPUTATION OF DEGREE OF CONSANGUINITY. (a) The degree of relationship by consanguinity between an individual and the individual's descendant is determined by the number of generations that separate them. A parent and child are related in the first degree, a grandparent and grandchild in the second degree, a great-grandparent and great-grandchild in the third degree and so on. (b) If an individual and the individual's relative are related by consanguinity, but neither is descended from the other, the degree of relationship is determined by adding: (1) the number of generations between the individual and the nearest common ancestor of the individual and the http://tlo2.tic.state.tx.uslstatutes/docslGVlcontentlhtmlgv.005.00.000573.00.htm 11 /16/2007 Page 2 of 5 individual's relative; and (2) the number of generations between the relative and the nearest common ancestor. (c) An individual's relatives within the third degree by consanguinity are the individual's: (1) parent or child (relatives in the first degree); (2) brother, sister, grandparent, or grandchild (relatives in the second degree); and (3) great-grandparent, great-grandchild, aunt who is a sister of a parent of the individual, uncle who is a brother of a parent of the individual, nephew who is a child of a brother or sister of the individual, or niece who is a child of a brother or sister of the individual (relatives in the third degree). Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.024. DETERMINATION OF AFFINITY. (a) Two individuals are related to each other by affinity if: (1) they are married to each other; or (2) the spouse of one of the individuals is related by consanguinity to the other individual. (b) The ending of a marriage by divorce or the death of a spouse ends relationships by affinity created by that marriage unless a child of that marriage is living, in which case the marriage is considered to continue as long as a child of that marriage lives. (c) Subsection (b) applies to a member of the board of trustees of or an officer of a school district only until the youngest child of the marriage reaches the age of 21 years. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. Amended by Acts 1995, 74th Leg., ch. 260, § 32, eff. May 30, 1995. § 573.025. COMPUTATION OF DEGREE OF AFFINITY. (a) A husband and wife are related to each other in the first degree by affinity. For other relationships by affinity, the degree of relationship is the same as the degree of the underlying relationship by consanguinity. For example: if two individuals are related to each other in the second degree by consanguinity, the spouse of one of the individuals is related to the other individual in the second degree by affinity. (b) An individual's relatives within the third degree by affinity are: (1) anyone related by consanguinity to the individual's spouse in one of the ways named in Section 573.023(c); and (2) the spouse of anyone related to the individual by consanguinity in one of the ways named in Section 573.023(c). Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. SUBCHAPTER C. NEPOTISM PROHIBITIONS § 573.041. PROHIBITION APPLICABLE TO PUBLIC OFFICIAL. A public official may not appoint, confirm the appointment of, or vote for the appointment or confirmation of the appointment of an individual to a position that is to be directly or indirectly compensated from public funds or fees of office if: (1) the individual is related to the public official within a degree described by Section 573.002; or (2) the public official holds the appointment or confirmation authority as a member of a state or local board, the legislature, or a court and the individual is related to another member of that board, legislature, or court within a degree http://tlo2.tic.state.tx.uslstatutes/docs/GV/contentlhtmlgv.005.00.000573.00.htm 11/16/2007 Page 3 of 5 described by Section 573.002. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.042. PROHIBITION APPLICABLE TO CANDIDATE. (a) A candidate may not take an affirmative action to influence the following individuals regarding the appointment, reappointment, confirmation of the appointment or reappointment, employment, reemployment, change in status, compensation, or dismissal of another individual related to the candidate within a degree described by Section 573.002: (1) an employee of the office to which the candidate seeks election; or (2) an employee or another officer of the governmental body to which the candidate seeks election, if the office the candidate seeks is one office of a multimember governmental body. (b) The prohibition imposed by this section does not apply to a candidate's actions taken regarding a bona fide class or category of employees or prospective employees. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.043. PROHIBITION APPLICABLE TO DISTRICT JUDGE. A district judge may not appoint as official stenographer of the judge's district an individual related to the judge or to the district attorney of the district within the third degree. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.044. PROHIBITION APPLICABLE TO TRADING. A public official may not appoint, confirm the appointment of, or vote for the appointment or confirmation of the appointment of an individual to a position in which the individual's services are under the public official's direction or control and that is to be compensated directly or indirectly from public funds or fees of office if: (1) the individual is related to another public official within a degree described by Section 573.002; and (2) the appointment, confirmation of the appointment, or vote for appointment or confirmation of the appointment would be carried out in whole or partial consideration for the other public official appointing, confirming the appointment, or voting for the appointment or confirmation of the appointment of an individual who is related to the first public official within a degree described by Section 573.002. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. SUBCHAPTER D. EXCEPTIONS § 573.061. GENERAL EXCEPTIONS. Section 573.041 does not apply to: (1) an appointment to the office of a notary public or to the confirmation of that appointment; (2) an appointment of a page, secretary, attendant, or other employee by the legislature for attendance on any member of the legislature who, because of physical infirmities, is required to have a personal attendant; (3) a confirmation of the appointment of an appointee appointed to a first term on a date when no individual related to the appointee within a degree described by Section 573.002 was a member of or a candidate for the legislature, or confirmation on reappointment of the appointee to any subsequent consecutive term; (4) an appointment or employment of a bus driver by a http://tlo2.tic.state.tx.uslstatutes/does/GV/contentlhtmlgv.005.00.000573.00.htm 11/16/2007 Page 4 of 5 school district if: (A) the district is located wholly in a county with a population of less than 35,000; or (B) the district is located in more than one county and the county in which the largest part of the district is located has a population of less than 35,000; (5) an appointment or employment of a personal attendant by an officer of the state or a political subdivision of the state for attendance on the officer who, because of physical infirmities, is required to have a personal attendant; (6) an appointment or employment of a substitute teacher by a school district; or (7) an appointment or employment of a person by a municipality that has a population of less than 200. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. Amended by Acts 1995, 74th Leg., ch. 76, § 5.07(a), eff. Sept. 1, 1995; Acts 1995, 74th Leg., ch. 260, § 33, eff. May 30, 1995; Acts 1997, 75th Leg., ch. 165, § 31.01(48), eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1026, § 1, eff. June 18, 1999. § 573.062. CONTINUOUS EMPLOYMENT. (a) A nepotism prohibition prescribed by Section 573.041 or by a municipal charter or ordinance does not apply to an appointment, confirmation of an appointment, or vote for an appointment or confirmation of an appointment of an individual to a position if: (1) the individual is employed in the position immediately before the election or appointment of the public official to whom the individual is related in a prohibited degree; and (2) that prior employment of the individual is continuous for at least: (A) 30 days, if the public official is appointed; (B) six months, if the public official is elected at an election other than the general election for state and county officers; or (C) one year, if the public official is elected at the general election for state and county officers. (b) If, under Subsection (a), an individual continues in a position, the public official to whom the individual is related in a prohibited degree may not participate in any deliberation or voting on the appointment, reappointment, confirmation of the appointment or reappointment, employment, reemployment, change in status, compensation, or dismissal of the individual if that action applies only to the individual and is not taken regarding a bona fide class or category of employees. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. SUBCHAPTER E. ENFORCEMENT § 573.081. REMOVAL IN GENERAL. (a) An individual who violates Subchapter C or Section 573.062(b) shall be removed from the individual's position. The removal must be made in accordance with the removal provisions in the constitution of this state, if applicable. If a provision of the constitution does not govern the removal, the removal must be by a quo warranto proceeding. (b) A removal from a position shall be made immediately and summarily by the original appointing authority if a criminal conviction against the appointee for a violation of Subchapter C or Section 573.062(b) becomes final. If the removal is not made within 30 days after the date the conviction becomes final, the individual holding the position may be removed under Subsection (a). Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. http://tlo2.tic.state.tx.us/statutes/docs/GV/contentlhtmlgv.005.00.000573.00.htm 11/16/2007 Page 5 of 5 § 573.082. REMOVAL BY QUO WARRANTO PROCEEDING. (a) A quo warranto proceeding under this chapter must be brought by the attorney general in a district court in Travis County or in a district court of the county in which the defendant resides. (b) The district or county attorney of the county in which a suit is filed under this section shall assist the attorney general at the attorney general's discretion. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.083. WITHHOLDING PAYMENT OF COMPENSATION. A public official may not approve an account or draw or authorize the drawing of a warrant or order to pay the compensation of an ineligible individual if the official knows the individual is ineligible. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. § 573.084. CRIMINAL PENALTY. (a) An individual commits an offense involving official misconduct if the individual violates Subchapter C or Section 573.062(b) or 573.083. (b) An offense under this section is a misdemeanor punishable by a fine not less than $100 or more than $1,000. Added by Acts 1993, 73rd Leg., ch. 268, § 1, eff. Sept. 1, 1993. http://tlo2.tic.state.tx.us/statutes/docs/GV/contentlhtmlgv.005.00.000573.00.htm 11/16/2007 ISPER Public Works OWN OF To: Mayor and Town Council From: Frank E. Jaromin, P.E., Director of Public Works CC: Mike Land, Town Manger Re: Town Council Meeting Date: March 26, 2008 Agenda Item: Consider and act upon approving the 2008 Prosper Street Project List and instruct staff to bid. Description of Aaenda Item: On July 24, 2007 Council approved the Prosper Road Improvement Project 2007 to JRJ Paving for 13,800 square yards of concrete paving totaling $507,091. Staff is requesting to install 17,100 square yards of concrete paving this year at an estimated cost of $738,613. Main Street from Broadway Street to Seventh Street will include 8" sanitary sewer replacement prior to paving. The current line is under sized and Public Works is experiencing excessive infiltration Second Street from Coleman Street to Parvin Street will include 8" water line replacement prior to paving. This water line replacement will help lower the ISO rating, install fire hydrants for better fire protection, provide better circulation and improve water service to the Down Town area. The cost for the water and sewer line adjustments will be paid out of the existing 2006 Bond. Staff reviewed the streets using condition of roadway surface, type of use, drainage, and traffic use. Condition of Roadway was placed on a 1 to 10 scale with 10 being the worst condition. Pot holes, cracks, pavement failures were reviewed. Type of use was truck traffic or car with truck traffic scoring a 2. Drainage was reviewed by looking for any problems due to improper drainage that could be relieved by road improvements, crushed pipes and inadequate drainage systems. Traffic use was how much traffic by volume was normal to the roadway with 2 being highest. For total raking the sum of use, drainage and traffic use was added and multiplied by the condition. Budget Impact: The total cost of the requested will be funded from the 2006 CO Bonds. 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O O cm d O ID c O S0 N�-• a 0> O�> m a 0m) Cn�3 � N o m ao m aO o O f v �m m 3 m 3 m m Z m cn ao:OE cn vO m cn ; , Ocn -V CD or cn m ? o cn acn- a�� cn �' a mom a m mmm m CD CD m CD A 00)j -• -. 0Oj -• IQ 0) O 0)-� 0) v A W W W 0 A OD O O Vt M O) W OD O M W O W CO O N O O O O M O W O OD O M O O O O O O O O O V W N O V O O O O W M O V O M O O O N m O O 0 O 0 O O O O O O O -1 O W O O O M O O O C G a N N N N N N N N N N N N N N N -� W— N N N N N N N A A O A A A O OD W N O O O A A N O 0 0 OD O -1 O A O N N O O IM N O O n O 7 a 0 N N N N N W W W A A A A A W W W A W A Cr Cr A A A CT CT O O V OD OD A C N CD — — — — — — — — — — — N — N N — — — N — N v d 0 d CD D) C fA �D O O O O O OD CO CO CO N N N N N — N -� N -� N -� N -� N -� N -� O -� m (A (A 0) N O N O N A N A N 00 W N W N N O WILSON-DRY --DAVE-TRL- - --EAGLE-LN- NRIS SIXTH-S1 ---FIFTH N uu°, GABLES DR-\ 0 J n --PAC `ADDLE-TRL Z 0 Y o W Z OC 0 r d E - uy F C� �U •DOUBLE-B-TRL a G TABLE•ROCK%DR FFA \ Q PKC7JPtK'IKL C COYOTE- RUN-- CHANDLER CIR--�, ,�; oa z Z 0 ui {y � m � d oe OC U \ a W �% y 0 �. _..� _..�_....... ——.._.._..r...,..1 BEAVER-TRL I .L TOWN OF PROSPER, TEXAS RESOLUTION NO. A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE MAYOR OF THE TOWN OF PROSPER, TEXAS, TO ADOPT THE 2008 PROSPER STREET PROJECT LIST UPDATE. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Mayor of the Town of Prosper, Texas, is hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, to adopt the 2008 Prosper Street Project List Update. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 25th day of March, 2008. Charles Niswanger, Mayor ATTEST TO: Matthew Denton, Town Secretary IiSPER OWN OF Public Works To: Mayor and Town Council From: Frank E. Jaromin, PE Director Public Works Cc: Mike Land, Town Administrator Re: Prosper Town Council Meeting — March 25, 2008 Date: March 25, 2008 Agenda Item: Consider and act on a Purchase of a 2008 GMC Automatic Transmission with 12-14 cubic yard dump bed from Rush Truck Centers of Texas LP in the amount of $94,716.00. Description of Agenda Item: Staff is using the HGAC Bid for purchasing this truck which meets the Local Government Code for purchase exceeding $25,000 dollars, but still requires Council approval. In the 2007-2008 Water and Sewer Budget Items 20-6160-50 and 20-6160-55 Capital Expenditures — Vehicles was budgeted $100,000 dollars collectively for purchasing a new dump truck. Budget Impact: The funding for this purchase will be from 2007-2008 approved Water & Sewer Budget Item 20- 6160-50 and 20-6160-55 Capital Expenditures - Vehicles in the amount of $94,716. Legal Obligations and Review: None Attached Documents: Rush Truck Centers Quotation Resolution Board Committee and/or Staff Recommendation: Town staff recommends that the Town Council: Approve the Purchase of a 2008 GMC Automatic Transmission with 12-14 cubic yard dump bed from Rush Truck Centers of Texas LP in the amount of $94,716.00. Agenda Item No. iq Page 1 of 2 CONTRACT PRICINOM NY�S'il M 4 For Standard Equipment Purchases Contract HT-11-07 No.: Date 3/3/2008 Prepared: This Form must be prepared by Contractor and given to End User. The H-GAC administrative fee shall be shown in Section F. End User issues PO to Contractor, and MUST also fax a copy of PO, together with completed Pricing Worksheet, o H-GAC @ 713-993-4548. Please type or print legibly. B"y1°g :TOWN OF PROSPER Agency: Contractor. ;RUSH TRUCK CENTERS OF TEXAS L.P. contact Person €AUBREY SMITH P :BOB LAKE Phone: :972-658-3416 Phone: E713-495-6314/800-580-7383 Fas.: Fa:: a 800-574-6208 Emil: Email: -lakera-rush-enterprises.com Product FF Code: Description: 2008 GMC AUTOMATIC TRANSMISSION WITH 12-14 YD DUMP BODY JAL Product Item Base Unit Price Per Contractor's H-GAC Contract: $ 59,135.00 B. Published Options - Itemize below - Attach additional sheet(s) if necessary - Include Option Code in description if applicable. (Note: Published Options are options which were submitted and priced in Contractor's bid.) Description Cost Description Cost 00HP ISUZU DURAMAX DIESEL 860 FT LB € $ 3,950.00 MODEL SPEC AUTO DIESEL € $ 3,500.00 AIR CONDITIONING € $ 705.00 AIR DRIVERS SEAT € $ 225.00 ROVISIONS FOR POWER TAKE OFF : $ 366.00 DUAL PASSENGER SEAT € $ 250.00 12.9 CFM AIR COMPRESSOR € $ 714.00 FRONT TOW HOOKS € $ 50.00 80,00 PSI FRAME : $ 350.00 AIR HORN : $ 82.00 REINFORCE FRAME : $ 450.00 12-14 YD DUMP BODY $ 10,400.00 STEREO : $ 297.00 PTO FOR AUTOMATIC TRANSMISSION : $ 1,250.00 TILT AND CRUISE CONTROL $ 223.00 AIR TAILGATE $ 180.00 14 PLY FT AND REAR TIRES $ 850.00 MANUAL TARP : $ 700.00 UTILITY/DUMPTRUCK PACKAGE $ 650.00 FLOOR PLAN CHARGE : $ 750.00 Subtotal From Additional Sheet(s): $ 4,810.00 ESTTNATION CHARGE : $ 1,150.00 Subtotal B:: $ 31,902.00 C. Unpublished Options - Itemize below / attach additional sheet(s) if necessary. (Note: Unpublished options are items which were not submitted and priced in Contractor's bid.) Description Cost Description Cost BUMPER $ 129.00 DASH AIR GAUGE AND TRANS TEMP GAUGE : $ 385.00 GRADE TO HEIL HPT316 : $ 1,800.00 Subtotal From Additional Sheet(s): UAL FUEL TANKS 75/25 : $ 365.00 Subtotal C: '•. $ 2,679.00 Check: Total cost of Unpublished Options (C) cannot exceed 25% of the total of the Base Unit€ For this transaction the percentage is: Price plus Published Options (A+B). $ 0.03 D. Other Cost Items Not Itemized Above (e.g. Installation, Freight, Delivery, Eta) Description Cost Description Cost Subtotal D: $ - . Total Cost Before Any Applicable Trade -In / Other Allowances / Discounts (A+B+C+D) $ 93,716.00 Quantity Ordered: �1 X Subtotal of A + B + C + D: 93716 = Subtotal E:: $ 93,716.00 P. H-GAC Fee Calculation (From Current Fee Tables) Subtotal F: 1 $ 1,000.00 G. Trade -Ins / Other Allowances / Special Discounts Description Cost Description Cost Subtotal G: € $ - Delivery Date:: 60ET H. Total Purchase Price (E+F+G): $ 94,716.00 TOWN OF PROSPER, TEXAS RESOLUTION NO. A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE MAYOR OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE A PUCHASE BETWEEN RUSH TRUCK CENTERS OF TEXAS LP AND THE TOWN OF PROSPER. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Mayor of the Town of Prosper, Texas, is hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, to execute a purchase between Rush Truck Centers of Texas LP and the Town of Prosper, as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 25th day of March, 2008 Charles Niswanger, Mayor ATTEST TO: Matthew Denton, Town Secretary TOWN O F ADMINISTRATION PE To: Mayor and Town Council From: Mike Land, Town Manager Re: Town Council Meeting — March 25, 2008 Date: March 20, 2008 Agenda Item: Discuss and give direction on possible 2008 Debt Issuance strategy. Description of Agenda Item: Per Council's direction staff has developed a couple of debt issuance scenarios based on current budget opportunities, capital improvement projects, and the recently approved facilities plan for the Town. To begin with, staff identified approximately $1 million in annual debt service for the water and sewer utilities that is currently being supported through the Town's tax rate. The breakdown of the annual debt is approximately $500k in the 2004 Certificate of Obligation and approximately $500k in the 2006 Certificate of Obligation. For each $500k in annual debt service payment moved from the tax side of the equation to the enterprise fund side of the equation in which the rate payer's rates would be increased, the Town without increasing the tax rate could issue approximately $6 million of debt. If the entire $1 million of annual debt service would be placed in the water and sewer utility fund, the Town could issue approximately $12.1 million in debt without increasing the tax rate. Under either scenario, moving the existing water and sewer debt to the utility fund where it should be paid from, will result in increased water and sewer utility rates for the Towns customers. Immediately on the horizon are three street projects that have received the Town Council's support and through the County's recent bond election, the voters have supported as well. These projects, the expansion of Prosper Trail between Preston Rd. and the tollway, the expansion of First Street between Preston and Coit, and the expansion of Coit between First Street and Hwy 380 will cost approximately $10.9 million. In 2007 the projected costs for these projects was $8.8 million. The County's contribution as approved is $4.4 million. The Town will need to be prepared to not only match the County's $4.4 million but also fund the additional costs for the projects which could bring the Town's contribution to $6.5 million. With the exception of these three road projects the only other pending project that will require funds in excess of what the Town currently has in place is the ultimate development of the Town's 57 Acre Community Park. The estimated cost to complete the construction of the park can be broken into two phases, Phase 1 totaling $3 million and Phase 2 totaling $2 million for a total park development cost of $5 million. Again, by moving the balance of the water and sewer utility debt to the appropriate enterprise fund, the Community Park's total debt could be issued without Agenda Item No. 15 - Page 1 of 3 increasing the current tax rate. The three road projects and the community park debt could be issued through Certificates of Obligation and not require a General Obligation Election. There are numerous other projects that could be considered for funding as well. These include the following with their estimated costs: Future Road Projects: Total Approx. $30.5 Million • Coit Road — FM 1461 to First Street = $6.5 Million • Prosper Trail — Preston Road to Custer Road = $9 Million • Coleman Street — Prosper Trail to PISD = $2.5 Million • Victory Lane — Coleman to FM 1461 = $6.5 Million • Legacy Drive — US 380 to First Street = $1 Million • First Street — Legacy Drive to Coleman Street = $3.6 Million • Rhea Mills = $1.4 Million TOTAL Approx. $30.5 Million Drainage: Total Approx. $1,000,000 • Various = $1,000,000 TOTAL Approx. $1,000,000 Facilities: Total Approx. $29,600,000 • Police and Courts Facility = $5,000,000 • West Side Fire Station including equipment = $6,800,000 • Town Hall including Development Services = $11,200,000 • Public Works, Parks and Recreation and Service Center = $6,600,000 TOTAL Approx. $29,600,000 Parks: Total Approx. $ 11 Million • Construction of Hike and Bike Trails (approx. 3-5 miles) = $3 Million • Acquire Park Land for Creek Crossing Community Park (60 acres) = $3.5 Million • Acquire Park Land for Fishtrap Community Park (60 acres) = $3 Million • Acquire Park Land for Ridge Special Purpose Park (25 acres) = $1.5 Million TOTAL Approx. $ 11 Million GRAND ESTIMATED TOTAL = $72,100,000 The above projects and estimates are provided just to give you a point of departure for your discussions. In examining the calendar it is possible for the Council to appoint a Citizens Bond Committee that could consider a full range of projects leading up to a November 4 General Obligation Bond Election. If the Council were to choose this direction the Citizens Bond Committee would begin meeting in April and conclude with their recommendations being presented to the Council on Tuesday July 8, 2008. The Council would then have until Tuesday August 26, 2008 to actually call for the November 4, 2008 bond election. Staff would have the responsibility of supporting the Committee and Council with project cost and tax rate implications developed in concert with expected growth projections for the Town. Agenda Item No. 15 - Page 2 of 3 Budget Impact: This discussion will have no immediate impact on the budget. As a result of the Council's direction, the staff will analyze potential impacts on water and sewer rates as well as tax rate implications Legal Obligations and Review: NA Attached Documents: 1. Gantt Chart of Potential Citizen Bond Committee schedule Town Staff Recommendation: Town staff recommends that the Town Council discuss and provide direction regarding the issuance of debt for 1) the three street projects being engineered and constructed with a 50% match from Collin County, and 2) the construction of Phase 1, Phase 2 or the entire 57 acre community park, and finally, direction on whether or not the Town Council desires to form a Citizens Bond Committee in preparation for a November 4, 2008 General Obligation Bond election. Agenda Item No. 15 - Page 3 of 3 I I i i I i i I I i i I ��k ■ I ■ 1SPER OWN OF ADMINISTRATION P1 To: Mayor and Town Council From: Mike Land, Town Manager Re: Town Council Meeting — March 25, 2008 Date: March 20, 2008 Agenda Item: Discuss and give direction regarding the potential lighting of the Town's new elevated water tank at the corner of First Street and Craig. Description of Agenda Item: As this project begins to enter its final push towards completion, there has been some discussion about the lighting of the water tank's bowl. At this point, my understanding is that there has not been any extensive discussion regarding this issue. There are 3 lighting options that can be considered: 1. Light from the -ground with a focused beam to minimize throwing a lot of light up in to the air. - Because the site perimeter is so small, trying to back poles up and focus a beam on the logo is not feasible. There is the possibility of using flood lights to light up the area, but there may be some shadowing from the bottom of the bowl, and not to mention the "light pollution". 2. Lighting fixed to the bowl with a standard fixture type. — The estimated cost for using metal -halide (HID) light fixtures above and below the logos is $5,000 per logo. With three logos and including anticipated additional costs for conduit and installation, the total estimated cost for this option is $25,000. These bulbs carry a 20,000 hour lifespan so assuming perfect performance, 10 hours of run-time per day, 365 days per year, and the bulbs should last a little over 5 years. 3. Lighting fixed to the bowl with a longer life fixture. — Using LED technology the estimated cost is $11,000 per logo with a total estimated cost of $43,000 including for conduit and installation. These bulbs carry a 50,000 hour life span which takes your replacement cycle out to 13 years. An option to consider gaining more life for the lights is to have them on a timer so that they shut off at a certain time, for example at 11:00 p.m. or 12:00 a.m. each night. In looking at the different lighting options, the option that provides the most impact and is least intrusive on the residents to the west of the tower would be to the light the bowl using LED technology. This is fairly new technology and not as proven as the metal -halide. If lighting is an option the Council desires to pursue, an important issue related to it is the ongoing maintenance. Due to the height of the bowl, the Town would be required to contract for the Agenda Item No. 16 - Page 1 of 2 maintenance of the lights. The down lighting if selected would be in all probability be maintained from the top of the bowl while the up lighting would require a specialized boom truck. In both cases the maintenance cost, while infrequent could be expensive. Budget Impact: Depends on the option selected and would be funded through existing bond funds. Legal Obligations and Review: NA Attached Documents: Marketing information on the LED lighting. Town Staff Recommendation: Town staff recommends that the Town Council give direction regarding the potential lighting of the Town's new elevated water tank at the corner of First Street and Craig. Agenda Item No. 16 - Page 2 of 2 Hopes- LE D T R A I L B L A Z E R- S E R I F S HOLOPHANEoucdoor l,9ht,Pg ,a _ experience,� HOLOPHAI�� a�� LEADER I\' LICHMG cOLUTIONS ` best_ IL-2244 i L E D T R A I L B L A Z E R S E R I The low lens temperature makes them suitable for use in public areas, where there is a possibility of people touching them. They can be ground or wall - recessed as well as stirrup -mounted and will enhance the appearance of a multitude of architectural applications. A dome top version is also available. NOLOPNAMr I DESIGNER SERIES I LED Lighting I TRA:LEILAZER LED Series fittings utilize the award - winning Luxeon high power LEDs from Lumileds, which offer distinct advantages over 5mm LEDs, including superior light output and lumen maintenance. Housed in a cast aluminum body with a round or square stainless steel door, these revolutionary LEDs are available in six colors - warm white, cool white, blue, green, red and amber - and with acrylic lenses to give a choice of beam angles. . Desip-m-r S—e_ries Aeperfect balance between architectural appeal and optimum perfbrmance. The Trailblazer provides sty le and choice, ultirnatelyproviding• a specifier with an ideal solution for leis or her application. advanced led performance Trailblazer NOLOPMANE° I DESIGNER SERIES I LED Lighting I TRAiLBL�ZER Ift FEATURES • Luxeon° high power LEDs from Lumileds® • Higher lumen output than 5mm LEDs • Long, reliable product Life • IP68, suitable for wet locations • Durable construction • Round or square stainless steel bezel • Low lens temperature APPLICATIONS • Architectural Lighting • Pedestrian Guidance • Accent Lighting • Landscape Lighting LAMP TYPES • 1.2W Luxeon LEDs • Available in 3, 6, 9 and 12 lamps APPROVALS • CUL listed • Luxen and Lumlkds are traderm& of PMhps Lumikds Lighting Co., LLC HOLOPHANE' I DESIGNER SERIES LIGHT SOURCE: LUXEON STAR The Lumileds "Luxeon Star" is a revolutionary, energy efficient and ultra compact new light source, combining the lifetime and reliability advantages of Light Emitting Diodes (LEDs) with the brightness of conventional lighting. FEATURES • Superior lumen maintenance • Very long operating life • Available in white, green, blue, red, and amber • More energy efficient than incandescent and most halogen lamps • Low voltage DC operated • Cool beam, safe to the touch • Instant light • No UV f Ci Low lens temperature, cool to the touch -,r t -ANON 4 Y _ -AWOL w� 4,6 LT buried uplighter LTD dome top version Stirrup -mounting option HOLOPHANE° I DESIGNER SERIES I LED Lighting I TRAILBLAZER ftb L E D T R A I L B L A Z E R -) L K i L LT 6, warm white I >x . - 7 -11XI, A 'ter- LT 9 with frosted glass, cool white LT 11, blue 4 NOLOPHANE° I DESIGNER SERIES i LED Lighting I TRAILBLAZER LTD dome top model Four window apertures, red HOLOPHANE' ' DESIGNER SERIES I LED Lighting I TRAILBL-ZER O 9 LT: FLAT AND STIRRUP MOUNT Specification The luminaire shall consist of a LM6 marine grade cast aluminium body with a round or square 316 grade stainless steel surface bezel. The body shall house three, six, nine or twelve 1.2W Luxeon high power LEDs in warm white, cool white, blue, green, red or amber, giving a 6, 25 or 45 degree beam (via acrylic focusing lens). The door lens shall comprise of circular clear or frosted toughened glass. A vandal -resistant option with a 10mm thick glass shall also be available. The luminaire shall be suitable for recessed wall and ground - mounting as well as surface -mounting via a stirrup. The luminaire shall have a load resist- ance of 1500kg, be designed to EN60598-2-5 and be sealed to IP68. N 'cighls & Thermal Data Luminaire Type Weight Minimum Maximum kg (lbs) Operating Ambient LT3 1.5 (3.30) -20°C 300C LT6, LT9, LT12 3.4 (7.49) -20oC 300C LED 3 �— 130mm , 5 12 ) 130mm (5.12-)-1 9- 1i-- i 1 mm 5 (.59") 096") 79mm (3.111 79mm (3.11") i - It LED 6,9 and 12 —180mm (7 08')- SLirrty Mounting " 105mm (4 13") LT6, 9, 12 150mm (5.90") 3 x 8mmH (uux2 hda o oA GRS 215mm (8.46•) WRS L 25mm (981) LT3 875mm 165mm (3 44")LT6. (6.49") I LT6, 9, 12 9, 12 020 37 Smm 112 5mm (1 47") (4 3') If-�I i - --� 3Nr LT3100mm C3.94'}s (1 18") �6, 9, 12150M(5.90")I NOLOPHANE° I DESIGNER SERIES I LED Lighting I TRAi LBLAZER How to Construct a Catalog Number Example: 1 2 LUMINAIRE VOLTAGE LT 12 24 3 LIGHT SOURCE 3AM 3BL 3GR 3RD 3WH 3WW 6AM 613E 6GR 6RD 6WH 6WW 9AM 98L 9GR 9RD 9WH 9WW 12A 12B 12G 12H 12R 12W Catalog Number Information LT LED Trailblazer Series I —1 ac �A'Ir LED 3 LED 6 LED 9 LED 12 12 120V 24 240V '� 7�7A 4 5 6BEAM ANGLE DOOR GLASS O6D RD CL 25D SD FR A9 45D VC LT3GRS VF LT6912GRS LT3WRS LT6912WRS LTILC SS TW 3x1.2WLED 3WH Cool white LED (5000K) 3WW Warm white LED (3200K) 3BL Blue LED 3RD Red LED 3GR Green LED 3AM Amber LED 6 x 1.2W 6WH LED Cool white LED (5000K) 6WW Warm white LED (3200K) 613L Blue LED 6RD Red LED 6GR Green LED 6AM Amber LED 9 x 1.2W LED 9WH Cool white LED (5000K) 9WW Warm white LED (3200K) 9BL Blue LED 9RD Red LED 9GR Green LED 9AM Amber LED 12 x 1.2W LED 12H Cool white LED (5000K) 12W Warm white LED (3200K) 12B Blue LED 12R Red LED 12G Green LED 12A Amber LED O6D 6° beam acrylic lens 25D 25° beam acrylic lens 45D 450 beam acrylic lens 1 Not available with "FR" frosted glass 6' Beam 25' Beam 45' Beam MULA ..•• RD Round stainless steel door SD Square stainless steel door RD SD CP Clear glass FR Frosted glass VC Clear vandal resistant glass VF Frosted vandal resistant glass 1 Only available with 45° beam angle Pq --- CL FR —y C @us LISM OPTIONS SS Stainless steel stirrup mount TW Thru-wiring A6, Adjustable optic +/• 15' A91 Adjustable optic +/- 15° 1 For For suing (no recessing s eel accessory required). 2 Available with 6 LED versions only. 3 Available with 9 LED versions only. ACCESSORIES Aluminum ground recessing sleeves LTM 3 .1.2W in -grade LED luminaire LT6912GRS 6, 9, or 12 x 1.2W in -grade LED luminaire LT3WRS 3 x 1.2W in -grade LED luminaire LT6912WRS Aluminum wall recessing sleeve for 6, 9, or 12 x 1.2W in -grade LED luminaire LTILC IP68 Inline connector I*404ft, LTXGRS LTXWRS a* Mk LTILC TW NOLOPNANE® I DESIGNER SERIES I LED Lighting I TRAiLBLeZER O Specification The luminaire shall consist of a LM6 marine grade cast aluminium body with a domed 316 grade stainless steel surface bezel. The bezel shall have one, two, three, four or six apertures with an acrylic lens housing one 1.2W Luxeon high power LED per aperture. Available colours of the LEDs shall be warm white, cool white, blue, green, red or amber. The luminaire shall be suitable for recessed ground -mounting with a load resistance of 1800kg, be designed to EN60598-2-5 and be sealed to IP68. Weights & Thermal Data Luminaire Type Weight Minimum Maximum kg (lbs) Operating Ambient LEDD1, LEDD2, LEDD3 1.8 (3.97) -20°C 30°C LEDD4, LEDD6 3.6 (7.94) -20°C 30°C LTD: DoME Top LED 15 2 and 3 130mm (5. 1'j i5MM 2O0mm (.59') (.79-) m� t2 mm LED 4an6 t-- I90mm (7 08") -► 1 Q QO 1 tm (.39J$0 79-) 95mm (374')140mm lip (ss1•) ) ftNOLOPHANE° I DESIGNER SERIES I LED Lighting I TRAILBLAZER L E D T R A I L B L A Z E R S E R I How to Construct a Catalog Number Example: 1 2 3 7 LUMINAIRE VOLTAGE LIGHT SOURCE OPTIONS/ACCESSORIES LTD 12 1AM A6 24 1BL A9 1GR LT3GRS 1RD LT6912GRS 1WH LT3WRS 1WW LT6912WRS 2AM LTILC 28L SS 2GR TW 2RD 2WH 2WW 3AM 36L 3GR 3RD 3WH 3WW 4AM 4BL 4GR 4RD 4WH 4W W 6AM 6BL 6GR 6RD 6WH 6WW Catalog Number Information LTD LED Trailblazer Series M13 LED 1 LED 2 LED 3 320 LED 4 LED 6 12 120V 24 240V 1 x 1.2W LED 1AM Amber LED 113L Blue LED 1GR Green LED 1RD Red LED 1WH Cool white LED (5000K) 1WW Warm white LED (3200KI 2x1.2WLED 2AM Amber LED 213L Blue LED 2GR Green LED 2RD Red LED 2WH Cool white LED (5000K) 2WW Warm white LED (3200K) 3 x 1.2W LED 3AM Amber LED 313l Blue LED 3GR Green LED 3RD Red LED 3WH Cool white LED (5000K) 3WW Warm white LED (3200K) 4 x 1.2W 4AM LED Amber LED 4BL Blue LED 4GR Green LED 4RD Red LED 4WH Cool white LED (5000K) 4WW Warm white LED (3200K) 6 x 1.2W LED 6AM Amber LED 66L Blue LED 6GR Green LED 6RD Red LED 6WH Cool white LED (5000K) 6WW Warm white LED (3200K) e @us usTm OPTIONS TW Thru-wiring ACCESSORIES LT3GRS 3 x 1.2W in -grade LED luminaire LT6912GRS 6, 9, or 12 x 1.2W in -grade LED luminaire LT3WRS 3 x 1.2W in -grade LED luminaire LT6912WRS Aluminum wall recessing sleeve for 6, 9, or 12 x 1.2W in -grade LED luminaire LTILC IP68 Inline connector LTXGRS LTXWRS LTILC TW MOLOPMANE" I DESIGNER SERIES I LED Lighting I TRAILBLAZER Ift A HOLOPHANEO LEADER IN LICI ITING SOI_Li IIO.\S An «I cuityBrands Company Acuity Lighting Group, Inc 2i4Co'`::o0c i.c':ar1'..Ci.'3055/ o ophane Canada. Inc. 90�:0 Leslie Susie 2.08. RIChmCil(I :'III, ON L`:B 3 I,' / Ho o; hane ELi!oJe Lmut•_('. Bom' i•.idt:;n :;evnes F.iia °JG. England/ ;,I o:; an,,, S.•.. t'e C fir. :Oa. ado Postal F.o _cu, NaJLI el:;ac.,2 �53000 Edo (;e `JC-'ICO Contact your local Holophane factory sales representative f0; , phca;Ion asses tanc_•, and Com:)1L;t?:-a-dec deslen ale' cos; StudreS For rnf0i(•,latlon On outc: F,cicnhao[ ;;:Oci(:CtS anti s;sien s, call the Inside Sales Sen c2 Deoar,ment at 7:'•0.3::5 rr3 i. In Canada cab 905.707.5630 o:;ax 905.707-5s15. Limited Warranty and Limitation of Liability Re'er ;o the Hoiophan hmrrcd and Ilnlitai.on of hablllt` Oil this : Imuci.'; hlch are :wb lshcd ul the j,;IIS anti COn(1i7lonS" S Gion 07 ;he nrrent BLIVOTs Guide, and Is a`:al•able ;lom ;our local Holo;>hane sales :roresentab:'C. 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