12-82 - R TOWN OF PROSPER, TEXAS RESOLUTION NO. 12-82
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 THE THIRD
AMENDMENT TO THE PREANNEXATION AGREEMENT BETWEEN
THE TOWN OF PROSPER AND TVG TEXAS I,LLC.
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, the Third Amendment to
the Preannexation Agreement between the Town of Prosper and TVG Texas I, LLC.
SECTION 2: This Resolution shall take effect immediately upon its passage.
1 RENQL,VED THIS THE I lth day of December, 2012.
9®p� -
°u . t
= Ray Smi h, Mayor
9 -
9
a
3 ATTk T TC-
a� AS "
Amy Piukapa, TkMC
Town Secretary
After recording return to:
Town Manager
Town of Prosper
121 W. Broadway
Prosper, Texas 75078
STATE OF TEXAS §
COUNTY OF DENTON §
TOWN OF PROSPER §
THIRD AMENDMENT TO
PREANNEXATION AGREEMENT
THIS THIRD AMENDMENT TO PREANNEXATION AGRk EMENT (this
"Amendment") is entered into to be effective as of the II1', day )mYI(WlL ,
20 � (the "Effective Date") by and among TVG I TEXAS, LLC, a Texas limited liability
company ("Developer"), and the TOWN OF PROSPER, TEXAS, a Texas home rule
municipality ("Town"), pursuant to the terms and conditions set forth herein. The parties to this
Amendment are individually referred to herein as a "Party" and, collectively, as the "Parties".
RECITALS:
A. The Mahard 2003 Partnership, L.P., a Texas limited partnership ("Mahard
2003"), Mahard Egg Farm, Inc., a Texas corporation, FC Prosper Partner, Inc., a Texas
corporation, Forest City Prosper Limited Partnership, a Texas limited partnership ("Forest
City"), and the Town entered into that certain Preannexation Agreement dated November 27,
2007 and recorded as Instrument Number 2009-132724 of the Real Property Records of Denton
County, Texas (as amended, the "Agreement"), covering certain real property as more
particularly described therein(the "Property").
B. Pursuant to that certain First Amendment to Preannexation Agreement dated
January 31, 2010, the deadline to dedicate the first elementary school site to Prosper Independent
School District ("Prosper ISD") was extended to July 31, 2011.
C. Pursuant to that certain Second Amendment to Preannexation Agreement dated
February 14, 2012, the parties (a) extended the deadline to donate the first elementary school
site to Prosper ISD to November 12, 2012; (b) extended the deadline to make the Community
Park Grant to the Town to December 13, 2012; and (c) extended the deadline to dedicate the
Community Park to the Town to the earlier of (i) December 13, 2012, (ii) within 90 calendar
days after receiving a written request by the Town for such dedication, or(iii) at such time as the
adjacent streets are dedicated to the Town.
D. Forest City conveyed approximately 2,030 acres of the Property to Developer,
including a 68.41 acre tract comprising a portion of such property which had been conveyed to
Forest City by Mahard 2003, pursuant to Special Warranty Deed dated May 30, 2012, and
Third Amendment to Preannexation Agreement—Page 1
assigned all rights under the Agreement to Developer by that certain Assignment and
Assumption Agreement for Preannexation Agreement dated May 31, 2012.
E. TVG, the Town and Prosper ISD agree to extend the deadlines to (a) donate the
first elementary school site; (b) dedicate the Community Park; and (c) make the Community
Park Grant to enable the Parties to work together concerning the details for such conveyances.
F. The Parties now desire to enter into this Amendment to amend certain provisions
of the Agreement.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
consideration, the receipt and sufficiency of which
contained herein and other good and valuable cons p y
g
are hereby acknowledged, the Parties hereby agree as follows:
1. Defined Terms. All terms not defined herein shall have the meaning ascribed to
such terms in the Agreement.
2. School Area Donation. The deadline for the donation of the first elementary
school site to Prosper ISD, as set forth in the third sentence of Section 3(e) of the Agreement, is
hereby extended to March 29, 2013.
3. Communitv Park Dedication. The first sentence of Section 9(b)(iii) of the
Agreement is hereby amended and restated as follows:
The Community Park shall be dedicated to the Town upon the
earlier of(A) June 28, 2013; , (B) within ninety (90) calendar days
of receiving a written request by the Town for such dedication; or
(C) 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.
4. Community Park Grant. The Agreement is hereby amended by deleting the
phrase "three (3) years from the Effective Date," from the first sentence of Section 9(b)(iv) and
replacing it with "June 28, 2013,".
5. Unmodified Terms. By their execution hereof, the Parties acknowledge that the
Agreement is in full force and effect(as specifically modified and amended hereby).
6. Authority to Execute. The individuals executing this Amendment 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 Amendment to do so for and on
behalf of the Party for which his or her signature appears, that there are no other parties or
Third Amendment to Preannexation Agreement—Page 2
entities required to execute this Amendment in order for the same to be an authorized and
binding agreement on the Party for whom the individual is signing this Amendment and that
each individual affixing his or her signature hereto is authorized to do so, and such authorization
is valid and effective as of the Effective Date.
7. Counterparts. This Amendment may be executed in counterparts, each of which
shall constitute an original and all of which taken together shall constitute an original, single
agreement. Signing and sending a counterpart (or a signature page detached from the
counterpart) by facsimile or other electronic means to another party will have the same legal
effect as signing and delivering an original counterpart to the other party. A copy (including a
copy produced by facsimile or other electronic means) of any signature page that has been signed
by or on behalf of a party to this Amendment will be as effective as the original signature page
for the purpose of proving such party's agreement to be bound.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
Effective Date.
DEVELOPER
TVG Texas I, LLC,
a Texas limited liability company
By: BP-Terra Verde Investors, LLC,
a Delaware limited liability company,
its Managing Manager
By: Terra Verde BP Manager, LLC
a Delaware limited liability company,
its Managing Member
By:
Name: ` ,,/D. Craig Martin
Title: Manager
TOWN OF-PROSPER, TEXAS
Nam . 12. »feb2
Title: 2
Third Amendment to Preannexation Agreement—Page 3
As a third party beneficiary of Paragraph 3(e) of the
Agreement for the purposes stated in Paragraph 2 of this
Amendment:
PROSPER INDEPENDENTT SCHOOL DISTRICT
By: 1 :! �1'
Name:
z ,
Title:
Third Amendment to Preannexation Agreement—Page 4
ACKNOWLEDGEMENTS:
STATE OF TEXAS §
COUNTY OF_i'1<a , Z /-I's §
BEFORE ME, the undersigned authority, on this day personally appeared D.
Craig Martin, Manager of Terra Verde BP Manager, LLC, a Delaware limited liability company,
Managing Member of BP-Terra Verde Investors, LLC, a Delaware limited liability company,
Managing Member of TVG Texas I LLC, a Texas limited liability company, known to me to be
the person whose name is subscribed to the foregoing instrument; who acknowledged to me that
he executed said instrument for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this /.1 r i1 day of
�,o Ilyp9eo,' KATHRYN L HONAKER / i
Notary Public,State of Texas Notary/i Publicfin and for the State of Texas
� ., my commission Expires My Commission Expires: i< `1 /,5T
'•;�..... November 09, 2015
STATE OF TEXAS §
COUNTY OF 4&14tAZ��—
BEFORE ME, the undersigned authority, on this day personally appeared
Ii Av2, Oca-a , known to me to be the person whose name is
subscribJd to the foregoing instrument; who acknowledged to me that he/she is the duly
authorized representative for the TOWN OF PROSPER, TEXAS and that he/she executed said
instrument for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this / day of
20_L_Z_)
�,{M1Y pU�G
AMY PIUKANA Notary Public iulanff for the State of If exas
f WCommisWn Expka My Commission Expires: d -
,,,, danwrr A,20x1'
Third Amendment to Preannexation Agreement-Page 5
STATE OF TEXAS §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared
"' o -0 known to me to be the person whose name is
subscribed to the foregoing instrument; who acknowledged to me that he/she is the duly
authorized representative for the PROSPER INDEPENDENT SCHOOL DISTRICT and that
he/she executed said instrument for the purposes and consideration therein expressed.
f GIVEN UNDER MY HAND HAND AND SEAL OF OFFICE this '`- day of
2O 6./
{ Cv 1
Notary Public in and for the State of Texas
My Commission Expires:
=q;�"•`� PAMELA WEBB I
*: *= MY COMMISSION EXPIRES
July 17,2013
Third Amendment to Preannexation Agreement—Page 6