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05-60 - RTOWN OF PROSPER, TEXAS RESOLUTION NO. 05-60 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY AUTHORIZING THE MAYOR OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS AND MUSTANG SPECIAL UTILITY DISTRICT REGARDING WATER AND WASTEWATER SERVICES. 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, an Agreement between the Town of Prosper, Texas and the Mustang Special Utility District regarding water and wastewater services. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 261h day of July, 2005. Ch es is anger, Ma ATTEST TO: WATER AND WASTEWATER SERVICES AGREEMENT BETWEEN MUSTANG SPECIAL UTILITY DISTRICT AND TOWN OF PROSPER THIS AGREEMENT ("Agreement") is made and entered into as of its Effective Date by and between the TOWN OF PROSPER, TEXAS ("Town" or "Prosper") and MUSTANG SPECIAL UTILITY DISTRICT ("Mustang" or "SUD"). RECITALS WHEREAS, the Town is a general -law municipality with full power and authority to provide water and sewer utility services to residents of the Town and to certain areas within its extraterritorial jurisdiction; and WHEREAS, Mustang is a special utility district and political subdivision of the State of Texas created by the Texas Commission on Environmental Quality or its processor agency(ies) (the "Commission") pursuant to the Texas Water Code; and WHEREAS, Fishtrap Properties, Ltd. ("Developer") is the owner of approximately 107.6 acres of land located in Denton County, Texas and described on the attached ExhibitA and commonly known as Glenbrook Estates; and WHEREAS, the Property is located wholly within the extraterritorial jurisdiction of the Town; and WHEREAS, Mustang and Developer entered into Non -Standard Service Contracts (effective November 18, 2003, and approved by resolutions of the Board of Directors of Mustang on December 15, 2003) pursuant to which Mustang agreed to provide water and sewer service for the development of Phase I and Phase II of Glenbrook Estates (the "Mustang Service Contracts"); and WHEREAS, the Town has made application to the Commission to obtain certificates of convenience and necessity ("CCN") to provide retail water and sewer service to an area that includes the Property; and WHEREAS, on November 14, 2003, the Commission issued to the Town a CCN to provide retail water service to an area that includes the Property (the "Water CCN"); and WHEREAS, the Town is currently pursuing the issuance of a CCN to provide retail sewer service to an area that includes the Property (the "Sewer CCN Application"); and WHEREAS, Developer is currently opposing the Sewer CCN Application and has filed suit in the district court of Travis County, Texas (Cause No. GN3-04709) opposing the Water CCN; and Prosper -Mustang SUD Water and Sewer Service Agreement Page 1 F:\Water Distrccts\Mustang SUMContracts\Fislxtrap Properites, Ltd 6578\Mustang Agreement tv Prosper -Final 9-21-05,doc WHEREAS, Mustang and Developer executed revised Non -Standard Service Contracts and approved by resolutions of the Board of Directors of Mustang on September 19, 2005, pursuant to which Mustang agreed to provide water and sewer service for the development of Phase I and Phase II of Glenbrook Estates (the "Revised Mustang Service Contracts"); and WHEREAS, the Town currently is pursuing a cease and desist action against Mustang for the provision of water service to the Property, SOAH Docket No. 582-05-3783 and TCEQ Docket No. 2004-1792-UCR, which is being opposed by Developer and Mustang ("Cease and Desist Action"); and WHEREAS, the Town and Mustang agree to allow Mustang to provide retail water and sewer collection services to the Property through the construction or acquisition of necessary facilities and the operation of those facilities by Mustang; and WHEREAS, the Town and Mustang desire to enter into an interlocal agreement, in accordance with the terms and provisions of the Interlocal Cooperation Act of the Texas Government Code as applicable to contracts for water supply and wastewater systems and services (Tex. Gov't Code Ann. § 791.026), and furthermore pursuant to authorities granted in chapters 30 and 49 of the Texas Water Code, chapter 402 of the Texas Local Government Code, and other laws and regulations; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.1 Definitions (a) Unless otherwise provided herein, the terms in this Agreement shall have the same meaning as provided in Chapters 13 and 26 of the Texas Water Code, and the applicable rules and regulations of the Texas Commission on Environmental Quality. (b) The following terms are defined as follows: "CCN" shall mean a certificate of convenience and necessity issued by the Commission pursuant to Chapter 13 of the Texas Water Code. "Collection System" shall mean all pipes and lift stations used to collect the sewage/wastewater within the Property or that is used to exclusively provide wastewater service to the Service Area. The Collection System does not include the wastewater treatment plant. Prosper -Mustang SUD Water and Sewer Service Agreement Page FAWater Distri cts\lviustang SUD\Contracts\Fishtrap Pro perites, Ltd 6578\N1usrang Agreement w Prosper -Final 9 -21 -05 -doe "Commission" shall mean the Texas Commission on Environmental Quality, its predecessor agencies or any successor agency. "ETJ" shall mean extraterritorial jurisdiction. "Mustang" shall mean the Mustang Special Utility District. "Property" shall mean the approximately 107.6 acres of land located in Denton County, Texas and described on the attached Exhibit A and commonly known as Glenbrook Estates "Prosper" shall mean the Town of Prosper, Texas. "Service Area" shall mean the area within the Property. "SUD" shall mean the Mustang Special Utility District. "Systems" shall mean all facilities, equipment, lines, pipes, pumps, lift stations, easements or real property interests, and related appurtenances by which Mustang provides Water Services and Wastewater Services exclusively to the Property. "Town" shall mean the Town of Prosper, Texas. "Water Services" shall mean any equipment or facilities dedicated exclusively to the transmission, storage, distribution, sale, or provision of potable water to the public or for the resale of potable water to the public for any use by the Mustang to the Property. "Wastewater Services" shall mean any retail collection, transportation, treatment, or disposal of sewage or other operation of a sewage disposal service for the public provided by Mustang to the Property. ARTICLE H OWNERSHIP OF THE SYSTEMS Section 2.1 Ovwners in of the Svstems (a) Mustang shall own the Systems and all lands and interests in land, other than rights-of- way and public utility easements under Section 3.1 dedicated to the Town, comprising the Systems. However, Prosper shall be the sole water and sewer CCN holder for the Property. (b) Mustang hereby covenants that it will not sell, lease or otherwise dispose of the Systems required for the efficient operations of the Systems. Prosper -Mustang SUD Water and Sewer Service Agreement Page 3 F:\Water Distrtcts\Mustang SUD\Contracts\Pislttrap Properites, Ltd 6573\Mustang Agreement Nv Prosper -Final 9-21-65.doc ARTICLE III PUBLIC RIGHTS OF WAY Section 3.1 Use of Public RiLyhts of Wav (a) The Town hereby agrees and grants to Mustang the right and privilege to have, hold, own, acquire, construct, enlarge, extend, improve, maintain, operate, repair, and replace the Systems in the Service Area and in, on, upon, and under the present and future streets, alleys, highways, parkways, easements, rights-of-way and other public places of the Town located within the Service Area. (b) All new construction or maintenance by Mustang that is related to the Systems shall be done in accordance with ordinances, rules, and regulations of the Town that are related to the use of streets, alleys, highways, parkways and public places that are now in effect or that may be hereafter adopted by the Town in the interest of public health and safety. (c) The Systems shall not be so located as to prevent the Town from making reasonable use of the streets, alleys, highways, parkways, easements, rights -of -ways, or other public places in accordance with the use(s) for which they were intended. (d) In constructing or maintaining the Systems, Mustang shall not interfere with any existing underground facilities of the Town except with the Town's consent and under the Town's reasonable direction. (e) Except during emergencies, when it is necessary to repair breaks in lines, or when it is necessary to prevent an unauthorized discharge of sewage, Mustang shall provide notice to the Town at least ten (10) days in advance of any construction or maintenance activities in any of the Town's public rights-of-way or public areas. Mustang shall return the area impacted by such construction or maintenance to the condition the area was in prior to such construction or maintenance. In the event emergency maintenance or construction is required, Mustang shall notify the Town of the activity as soon as is practicable. Section 3.2 Relocation of Lines If the Town, in constructing public works, should require lines of the Systems located within public rights-of-way or public areas to be relocated, such lines shall be relocated by Mustang as required by the Town at Mustang's sole cost and expense. Whenever the Town shall intend to pave, construct or improve any street, highway, alleyway or other public area in which the Systems are located, the Town shall provide Mustang with reasonable written notice of the intended improvement during the Town's design phase in order to enable Mustang to improve the Systems, if needed, so as to minimize and coordinate any inconvenience caused to the public by the construction. Prosper -Mustang SUD Water and Sewer Service Agreement Page 4 FAWater Disuicts\Mustane SUD\Contracts\Fishtrap Propentes, Ltd 6578\Mustang Agreement w Prosper -Final 9-21-05.doc Section 3.3 Maps of Facilities Mustang shall supply the Town a map or maps showing in reasonable detail the locations of those portions of the Systems constructed within the Service Area. Said maps shall be provided to the Town in hard -copy and electronic formats. ARTICLE IV PERMITTING OTHER REGULATORY REOUIREMENTS Section 4.1 Certificate of Convenience and Necessity Mustang and the Town agree that the Property should be within the Town's water and sewer CCNs issued by the Commission. Notwithstanding any other provision of this Agreement, Prosper shall maintain without restriction or diminution its CCN, including that portion within the Service Area. Nothing in this Agreement shall be notice of or support any implication that Prosper's CCN is being sold, transferred, merged, abandoned, or released. In compliance with all applicable regulatory requirements, the Town shall be the sole retail water supplier in the Service Area. Mustang shall not (i) directly or indirectly seek to decertify or seek to multiply - certificate the Service Area, or (ii) seek to be a retail water provider in the Service Area. Mustang agrees that it will be the sole contract operator for the Service Area. Section 4.2 Other Reaullatory ADDrovals Mustang shall obtain and hold all permits and approvals required for the acquisition, construction, and ownership of the Systems other than the CCN(s). Mustang shall operate the Systems in compliance with all Commission rules and regulations for public water systems and sewer collection systems. Section 4.3 Connection Requirements Within ninety (90) days of the Effective Date of this Agreement, the City shall adopt, to the extent allowed by law, one or more ordinances that require(s) existing commercial entities and all future residents and entities, commercial or otherwise, to connect to the System if they are within the Town's corporate limits or ETJ and are located within the Property. ARTICLE V Section 5.1 The Svsterns. Except as specifically provided herein, Mustang shall have full responsibility for the cost, construction, and maintenance of the Systems to provide service to the Service Area to include: (1) all water storage, pressurization facilities, and water transmission and distribution system(s) necessary to provide continuous and adequate service to customers in the Service Area in compliance with all applicable statutory and regulatory requirements; and (2) collection, Prosper -Mustang SUD Water and Sewer Service Agreement Page 5 F:\Water Districts\Mustang SUD\Contracts\Fishtrap Proper'tes, Ltd 6373\Mustang Agreement `v Prosper -Final 9-21-05 doe transportation, treatment, or disposal of sewage or other operation of a sewage disposal service for the public necessary to provide continuous and adequate service to customers in the Service Area in compliance with all applicable statutory and regulatory requirements, and any related treated effluent reuse service. Except as specifically provided herein, Mustang acknowledges that the Town shall have no obligation to construct such facilities. The specific design of the Systems shall be approved as described in Section 5.2. Once constructed, Mustang shall have full responsibility for the operation and maintenance of the Systems in the Service Area, unless otherwise agreed to in writing by the parties hereto. Mustang shall be responsible for any normal repairs from normal system operations. Any expenses for capital improvements, system failures, extraordinary repairs, or line replacement costs shall be at the sole cost of Mustang, until such time as the Systems is conveyed to the Town as set out in Section 5.5. Mustang shall ensure that it will operate the Systems in accordance with all applicable statutes, rules, ordinances, and regulations of every entity with jurisdiction. Should Prosper receive a Notice of Violation or Notice of Enforcement from the Commission regarding service or operations of the Systems, Mustang shall take all actions, at its expense, to correct any violations that may occur. Mustang shall indemnify and hold Prosper harmless for any fees, fines, judgments, costs, or charges resulting from Mustang's operation of the Systems. Section 5.2. Prosper Review of System Plan. Prior to construction of any portion of the Systems, Mustang shall submit the plans and specifications for the Systems to Prosper for review. The Systems shall be designed in accordance with the standards of the TCEQ, North Texas Municipal Water District, the North Texas Council of Governments, and other applicable authorities or agencies with jurisdiction. All plans and specifications for construction, including construction materials, of any part of the Systems shall be submitted to the Town for its review and approval which approval shall not be unreasonably withheld. The Town will have thirty (30) days from Prosper's receipt of the plans and specifications to deliver written comments to Mustang relating to such plans and specifications. Mustang shall accommodate the Town's comments. In the event that the Town fails to deliver comments within thirty (30) days, then the Town shall have waived its right to comment on such plans and specifications. Prosper's approval for any construction plans, either expressly or impliedly given, shall be limited to one year. If construction of the approved portion of the Systems has not begun after six months from the date of approval by the Town, the Town's approval is hereby withdrawn. After construction of each portion of the Systems, Mustang shall provide the Town as -built drawings of the applicable facility and air gap, if applicable. Section 5.3 Notice of Need to Construct. In the event construction does not keep pace with demand, Mustang must construct within the boundaries of the Service Area the applicable service facility at the Town's reasonable request. Construction of the service facility shall begin within a reasonable time after such request (it being understood that plans for such facilities will need to be approved by all applicable entities and construction thereof publicly bid) and diligently pursued through Prosper -Mustang SUD Water and Sewer Service Agreement Page 6 F:\Water Districts\Mustang SUD\Contracts\Fishtrap Properites, Ltd 6578\Mustang Agreement w Prosper -Final 9-21-05.doc completion, but in no event shall construction begin later than 180 days after said request is made. Section 5.4 Construction of the Systems. Construction of the Systems shall be performed to standards identified in Section 5.2 of this Agreement. Additionally, all facilities to be constructed by Mustang shall meet the specifications of the Town with respect to the style, type of material to be used, and/or appearance of the facility to be constructed. The Town may inspect each facility constructed by an inspector of the Town's choosing. Section 5.5 Conveyance of Facilities. (A) The Town shall have the option to provide retail water and sewer service to the Property upon the condition that the Town: (i) give at least one -year's prior written notice to Mustang of the Town's intent to exercise its option; and (ii) (a) timely pays Mustang's capacity demand charges pursuant to Mustang's agreements with Upper Trinity Regional Water District, if any, resulting from Mustang's loss of customers in the Service Area, if such transfer occurs within the first ten -years of the provision of Water Services or Wastewater Services to the Service Area. Said capacity charges shall be paid up to the tenth anniversary of Mustang's provision of Water Services or Wastewater Services to the Service Area and are due and; or (b) pays Mustang nothing if the transfer occurs after the first ten -years of the provision of Water Services or Wastewater Services to the Service Area. (B) Until such time as the Town exercises its option described in subsection (A), Mustang shall retain title to the Systems within the Property, shall operate and maintain all such facilities, and shall retain all revenues that result from providing water and sewer service to the Property. If the Town exercises its option described in subsection (A) and prepares all of the necessary documents to transfer all of the water and sewer facilities within the Property from Mustang to the Town, then Mustang shall take all reasonably necessary actions and execute all documents reasonable necessary to transfer such water and sewer facilities to the Town; and from and after such transfer, the Town shall be responsible for the operation and maintenance of such facilities and shall retain all revenues that result from providing water and sewer service to the Property. If the Town acquires the right to provide water and sewer service to the Property pursuant to this Section, no transfer fees or charges shall be imposed on the customers in the Service Area by the Town. (C) After exercising the option and the one-year waiting period has expired as described in subsection (A), Mustang shall convey to the Town, at no charge to the Town, the Systems in its "AS IS" condition without warranty or recourse.. In the event Mustang is not authorized by law to convey such portion of the Systems then the Town shall be authorized to use such facilities without compensation to Mustang until such time as Mustang is authorized to convey such facilities. Prosper -Mustang SUD Water and Sewer Service Agreement Page 7 F:\Water Districts\Mustang SUD\Contracts\Fishtrap Properites. Ltd 6578\Mustang Agreement w Prosper -Final 9-21-05,doc (D) Notwithstanding the conveyance of the Systems from Mustang to Prosper, Mustang will at all times retain the water and wastewater treatment capacity used by Mustang to provide water and wastewater service to the Property (E) Once the Town begins to provide service to the Service Area, this Agreement shall be terminated, unless otherwise agreed to by the parties in writing. ARTICLE VI RETAIL WATER AND WASTEWATER RATES AND FEES Section 6.1 Establishing Rates and Fees (a) As long as Mustang provides service to the Service Area, Mustang's Board of Directors shall be responsible for establishing retail water and sewer service rates and fees, including connection fees, for the Water Services and the Wastewater Services for the Service Area. Such rates and fees may be changed by the Mustang Board of Directors at any time and from time to time, at the discretion of the Mustang Board of Directors; and (b) In establishing retail rates for the Water Services and Wastewater Services, the parties hereto shall comply with all laws and applicable rules and regulations and shall employ generally accepted rate -making principles. Section 6.2 Revenue and Billing (A) Until such time as the Town acquires the Systems pursuant to Section 5.5: (A) Mustang shall operate and maintain the Systems and shall retain all revenues that result from providing Water Services and Wastewater Service to the Service Area. (B) Mustang shall have the sole responsibility for reading meters, billing and collecting from the customers in the Service Area for the provisions of Water Services and Wastewater Service to the Service Area. (B) Prosper shall not be responsible for any unpaid and uncollected bills owed to Mustang by customers in the Service Area. Mustang bears the sole responsibility for collecting any revenues Mustang is entitled to. Prosper -Mustang SUD Water and Sewer Service Agreement Page 8 F:\Water Districts\Mustang SUD\Contracts\Fishtrap Propentes, Ltd 6378\Mustang Agreement w Prosper -Final 9-21-05.doc ARTICLE VII OTHER PROVISIONS Section 7.1 Franchises The Town agrees that nothing in this Agreement constitutes an admission by the parties that Mustang is required by law to obtain a franchise from the Town. Section 7.3 Assieoees Except as otherwise expressly provided in this Agreement, the parties may not assign their rights or responsibilities under this Agreement without first obtaining the written consent of the other party. Section 7.4 Waiver and Amendment Failure to enforce or the waiver of any provision of this Agreement or any breach or nonperformance by the Town or Mustang shall not be deemed a waiver by Mustang or the Town of the right in the future to demand strict compliance and performance of any provision of this Agreement. No officer or agent of Mustang or the Town is authorized to waive or modify any provision of this Agreement. No modifications to or rescission of this Agreement may be made except by a written document signed by authorized representatives of Mustang and the Town. Section 7.5 Remedies (a) It is not intended hereby to specify (and this Agreement shall not be considered as specifying) an exclusive remedy for any default by any party, but all such other remedies existing at law or in equity including, without limitation, termination or suspension of service, may be availed of by any party and shall be cumulative. (b) The parties agree to attempt first to resolve disputes concerning this Agreement amicably by promptly entering into negotiations in good faith. The parties agree that they will not refer any dispute to another dispute resolution procedure, including mediation or litigation, until they have first made reasonable and good faith efforts to settle their differences by joint negotiations conducted in a timely manner. (c) This Agreement is governed by the laws of the State of Texas. Any action at law or in equity brought to enforce any provision of this Agreement shall be brought in a court of competent jurisdiction with venue in Denton County, Texas. Section 7.6 Force Maieure If, for any reason of force majeure, Mustang or the Town are rendered unable, wholly or in part, to carry out their obligations under this Agreement, then the parry shall give notice of the reasons in writing to the other parties within a reasonable time after the occurrence of the event, Prosper -Mustang SUD Water and Sewer Service Agreement Page 9 F:\Water Districts\Mustang SUD\Contracts\Fishtrap Properites. Ltd 6573\Mustang Agreement w Prosper -Final 9-21-05 doe or cause relied on, the obligation of the party giving the notice, so far as it is affected by the force majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period. The term "force majeure" as used in this Agreement shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders or actions of any kind of government of the United States or of the State of Texas, or any civil or military authority, insurrections, riots, epidemics, land slides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and people, civil disturbances, explosions, breakage or accident to dams, machinery, pipelines, canals, or other structures, partial or entire failure of water supply including pollution (accident or intentional), and any inability on the part of Mustang to provide retail water or sewer service on account of any other cause not reasonably within the control of the Alliance. Section 7.7 No OJ ral Agreements. This Agreement supersedes any prior understanding or oral agreements between the parties respecting the subject matter of this Agreement. Section 7.8 Severability The provisions of this Agreement are severable and if, for any reasons, any one or more of the provisions contained in the Agreement shall be held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall remain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the Agreement. Section 7.9 Capons The sections and captions contained herein are for convenience and reference only and are not intended to define, extend or limit any provision of this Agreement. Section 7.10 No Third Party Beneficiaries This Agreement does not create any third party benefits to any person or entity other than the signatories hereto, and is solely for the consideration herein expressed. Section 7.11 Default In the event of default by any party to this Agreement, a non -defaulting party must provide reasonably specific written notice of the default to the defaulting party, and the non - defaulting party must allow the defaulting party at least thirty (30) calendar days after receipt of the notice to cure the default. Section 7.12 Notices All notices required under this Agreement shall be adequate if: i) hand -delivered; or, ii) sent both by facsimile transmission and first-class mail on the same date. Notices shall be Prosper -Mustang SUD Water and Sewer Service Agreement Page 10 F:\Water Districts\Mustang SUMContracts\Fishtrap Properitese Ltd 6573\Mustane Agreement w Prosper -Final 9-21-05 doe deemed to have been given: i) on the date of receipt if hand delivered; or, ii) on the date of sending if sent by facsimile transmission and first-class mail. Any party can change its designee or address upon five (5) days written notice to the other party. Notices shall be provided to the following designees and addresses: Mustang: Mustang Special Utility District President, Board of Directors 5315 Hwy. 377 S. Aubrey, Texas 76227 (940) 440-3313 (Fax) With a copy to: John Rapier Rapier, Wilson & Wendland, P.C. 103 W. McDermott Allen, Texas 75013-2782 (972) 727-4273 (Fax) Town: Mayor Town of Prosper P.O. Box 307 Prosper, Texas 75078 (972) 347-2111 (Fax) With a copy to: Arturo D. Rodriguez, Jr. Russell, Moorman & Rodriguez, LLP 102 W. Morrow, Suite 103 Georgetown, Texas 78626 (512) 930-7742 (Fax) Section 7.13 Term The term of this Agreement is for ninety-nine (99) years from the Effective Date unless otherwise amended in writing by the parties. Agreed to and approved to take effect this _2(, day of p M13 M 2005 (the "Effective Date"). _,XU,$TANG SPE�CIAL LJTII ITY DISTRICT By. M. L. ""Sonny" Snow, President Prosper -Mustang SUD Water and Sewer Service Agreement Page 11 F:\Water Districts\Mustang SUD\Contracts\Fishtrap Properites, Ltd 6578\Mustang Agreement w Prosper -Final 9-21-05.doc ATTEST: aw Bob Cates, Board Secretary Mustang Special Utility District TOWN OF PROSPER, TEXAS By:. (.'Ii,,arlfes-Ni'sw-'aieig,er . ayor ATTES" Shanae Jennin! , Town Secret Town of Prosper, Texas Prosper -Mustang SUD Water and Sewer Service Agreement Page 12 F:\Water DistrictsWusLang SUD\Contracts\Fishtrap Properites, Ltd 6578\Mustazig Agreement iv Prosper -Final 9-21-05 doc LEGAL DESCRIP71ON BONO all that tract of tcral in Denton County, Texas, a part of the P, Barnes Survey. Abstract No. 79, a part of the J. Gonzales Survey, Abstract No. 447, a part of the B., R. Hodges Survey,, Abstract No. 593, a part of the J. Kennedy Survey, Abstract No, 1688, and being oil of that 107.577,acre tract of land conveyed to Fishtrap Properties,, Ltd. as recorded In Volume 4626, Page 292Z Denton County Dead Records, and being furlhar described as follows. BEGINNING at a one—half Inch Iron rod found the southwest comer of said 107.577 acre tract of land, said point being In the east line of Farre—to—Market Highway No. 1385 (a 80 foot wide right—of—way), sold point being the northwest comer of a 64.2 acre tract of land conveyed to M. Taylor Hansel as recorded In Document No. 94-1.0091793, Denton County Dead Records; THENCE along the west line of said 107.577 acre tract of land and along the east line of �Crm—to—Mcrikst Highway Na. 1385 as follows: Nortbeasterly, 77.13 feet along a curve to the left which has a central angle of 03 degrees 43 minutes 35 seconds,,a radius of 1185.91 feet, a tangent of 38.58 feet, and whose chord bears North 63 degrees 58 minutes 4.8 seconds East, 77.,12 feet to a one —half "Inch Iron rod found for comer., North 02 degrees 07 minutes 00 seconds East, 1324.90 feet to a one—half inch It -on rod found, for comer, North 01 degrees 01 minutes 00 seconds East, 830.80 feet -to a one—half inch iron rod found for comer, North 02 degrees 07 minutes 00 seconds East, 311.85 feet to a one—half Inch Iran rod found for comer. Northeasterly, 58.19 feet alcnna curve to the right which has a central angle of 11 degrees 58 minutes +9 'twands. a radius of 278.31 feet, a tangent of 29.20 feet, and whose chord bears North 08 degrees 0,6 minutes 24 seconds East, 58.09 feet to a PX nail set at the northwest comer of sold 107.577 core tract of land, said point being, in the center of Fish Trap Road; THENCE along the 'north line of sold 107.577 acre tract of land and along the center of Fish Trap Road as fbilows: South 86 degrees 13 minutes 02 seconds East, 489 34 feet to a P.K. nail set for comer, South 87 degrees 56 minutes 23 seconds East 765.27 feet to a P.K. nail set at the northeast comer of sold 107.577 acre tract of land, sold point being the northwest comer of a 1:300 acre tract of land conveyed to Ronnie Isbell as recorded In Volume 2113, Page 985, Denton County Dead Records; THENCE along the east fine of said 107.577 acre tract of land as follows: South 01 degrees 27 minutes 19 seconds 'Meet, 968.09 feet to a one-half Inch Iron rod found at the southwest ccrner�of said 1306 acre tract of land; South 88 degrees 32 minutes 34 seconds East, 150.13 feet to a one—half inch Iron, rod found at the southeast comer of acid 3.300 acre trout of land; South 01 degrees 28 minutes 00 seconds West, 898.87 feet to a one—half Inch Iran rod set for corner at the base of a 14 Inch hockbOry true; South 57 degrees 18 minutes 16 seconds East, 865.68 feet to a concrete monument found for comer, South 57 degrees 53 minutes 28 seconds East, 249.55 feet to c,concrate monument found for comer, South 33 degrees 31 minutes 58 seconds West, 221.38 feet to a concrete monument found for corner, South 22 degrees 39 minutes 39 seconds West, 709.91 feet to a concrete monument found for corner, . South 29 degrees 36 minutes 28 seconds West, 67.81 feet to a concrete monument found at the southeast comer of said 107.577 acre tract of land and In the north line of said 64.2 acre tract, EXHIBIT as 0 A,