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06-016 - R • TOWN OF PROSPER,TEXAS RESOLUTION NO.06-16 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 FACILITIES AGREEMENT BETWEEN THE TOWN OF PROSPER AND THE LAKES OF PROSPER, LTD. 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 a Facilities Agreement between the Town of Prosper and the Lakes of Prosper, Ltd. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 14th day of February, 2006. Charles Niswap er, ayor ATTEST TO: Shanae Jennings, T n Secretary • After Recording Return To: Town Administrator Town of Prosper P. O.Box 307 Prosper,TX 75078 FACILITIES AGREEMENT STATE OF TEXAS § COUNTY OF COLLIN § THIS FACILITIES AGREEMENT ("Agreement") is entered into this 8 day of ktell''Ul 2006 by and between the TOWN OF PROSPER, TEXAS, a municipal corporation, ("Town") and LAKES OF PROSPER, LTD., a Texas limited partnership, ("Owner") acting by and through their duly authorized representatives. RECITALS WHEREAS, Owner is the developer of approximately 183.27 acres, more or less, in the Town of Prosper, Collin County, Texas known as Lakes of Prosper subdivision (as more particularly described hereinafter as the"Property"); and WHEREAS, Town has adopted thoroughfare impact fees ("Thoroughfare Impact Fees"), waste water impact fees ("Waste Water Impact Fees") and water impact fees ("Water Impact Fees") (collectively, the "Impact Fees") pursuant to Ordinance No. 95-01, as amended by Ordinance Nos. 01-24, 02-19 and 02- 57, as they now exist and as they may hereafter be amended (individually and collectively the "Impact Fee Ordinance"); and WHEREAS, Owner desires to fulfill all or a portion of the obligation to pay Impact Fees to be assessed on the Property by constructing certain public improvements described herein; and WHEREAS, Town has agreed to, as allowed by law, reimburse Owner for a, portion of the construction costs associated with over sizing some of the public improvements described herein. NOW, THEREFORE, in consideration of the covenants and conditions contained in this Agreement, Town and Owner agree as follows: 1. Land Subject to Agreement. The land that is the subject of this Agreement is 183.27 acres of land, more or less, situated in the Collin County School Land Survey No. 12, Abstract No. 147, Prosper, Collin County, Texas, known as Lakes of Prosper subdivision, as more particularly depicted in Exhibit"A", attached hereto and incorporated herein for all purposes ("Property"). Owner represents it is the developer for the sole owner of the Property. 2. Public Improvements. Owner and Town desire to have constructed and to participate in the cost, through cash contributions Impact Fee credits and/or reimbursements, of construction of certain public improvements consisting of: Facilities Agreement(Lakes of Prosper) Page 1 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC a. Thoroughfare Facilities. The Thoroughfare Facilities (hereinafter defined) shall consist of the following: (1) four (4) lanes of Prosper Trail (County Road 4) from Coleman Street (Business 289) to the western right-of-way line of the BNSF Railroad Line (the `BNSF Line"); (2) four (4) lanes of Prosper Trail (County Road 4) from the western right-of-way line of the BNSF Line to a point one hundred feet (100') west of the western right-of-way line of the BNSF Line; • (3) two (2) lanes of Prosper Trail (County Road 4) from the point one hundred feet (100') west of the western right-of-way line of the BNSF Line to the western boundary of the right-of-way line of future Country View Lane, a street to be dedicated by Owner in Phase I of the Property ("Country View Lane"); and (4) two (2) lanes of Prosper Trail (County Road 4) from the western boundary of the right-of-way line of Country View Lane to the eastern right-of-way line of the future Dallas North Tollway extension, the location, configuration, design, plans and specifications of which are contained in the engineering plans prepared by Dowdy, Anderson & Associates, Inc. ("Engineer"), titled "Project 01050 Prosper Trail (County Road 4) Improvements," approved by the Town on February 15, 2006, and incorporated by reference as if fully set forth herein (the "CR 4 Plans"), and generally depicted on Exhibit "B", attached hereto and incorporated herein for all purposes (the"Thoroughfare Facilities"). b. Waste Water Facilities. The waste water facilities shall consist of a sanitary sewer lift station and water force main, including the over sizing as requested by Town, as described in the engineering plans prepared by Engineer titled "Lakes of Prosper Lift Station," approved by the Town on April 6, 2005, and incorporated by reference as if fully set forth herein("Lift Station Plans") and generally depicted on Exhibit"C", attached hereto and incorporated herein for all purposes (the"Lift/Force Facilities"). c. Water Facilities. The water facilities shall consist of an offsite water line as described on plates 25 and 26 of the Lakes of Prosper Phase One Plans ("Phase One Plans"), approved by the Town on April 6, 2005, and incorporated by reference as if fully set forth herein, and generally depicted on Exhibit"D," attached hereto (the"Water Line Facilities"). 3. Thoroughfare Facilities. Town represents to Owner that Town will sign a Construction and Maintenance Agreement ("CAM Agreement"), for the crossing of the BNSF Line by the construction of the Thoroughfare Facilities, with BNSF Railway Company simultaneously with the execution of this Agreement, . Except as provided in this Agreement, all of the Thoroughfare Facilities shall be constructed at Owner's sole cost and expense. a. Phase I Facilities. Facilities Agreement(Lakes of Prosper) Page 2 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC (1) Project I. Owner agrees to design and construct that portion of the Thoroughfare Facilities described as the four (4) lanes of Prosper Trail (County Road 4) from Coleman Street (Business 289) to the western right-of- way line of the BNSF Line, as more particularly depicted on Exhibit "B", attached hereto ("Project I"). (2) Project II. Owner agrees to design and construct that portion of the Thoroughfare Facilities described as the four (4) lanes of Prosper Trail (County Road 4) from the western right-of-way line of the BNSF Line to a point approximately one hundred feet (100') west of the western right-of-way line of the BNSF Line, as more particularly depicted on Exhibit `B", attached hereto ("Project II"). (3) Project III. Owner agrees to design and construct that portion of the Thoroughfare Facilities described as the two (2) lanes of Prosper Trail (County Road 4) from a point one hundred feet (100') west of the western right-of-way line of the BNSF Line to the western boundary of the right-of- way line of Country View Lane, as more particularly depicted on Exhibit `B", attached hereto ("Project III"). Projects I, II and III are collectively referred to herein as the"Phase I Facilities". b. Phase II Facilities. Owner agrees to design and construct that portion of the Thoroughfare Facilities described as the two (2) lanes of Prosper Trail (County Road 4) from the western boundary of the right-of-way line of Country View Lane to the eastern right-of- way line of the future Dallas North Tollway extension, as more particularly depicted on Exhibit"B", attached hereto ("Project IV" or"Phase II Facilities"). c. Completion Deadlines for Phase I and II Facilities. Unless otherwise provided herein, the Phase I Facilities shall be completed by Owner and accepted by Town prior to Town's final acceptance of Phase I of the Property. The Phase II Facilities shall be completed by Owner and accepted by Town by or before the northbound frontage road of the Dallas North Tollway extension is constructed and open to the public for use. 4. BNSF Crossing. Provided Owner and Town agree to execute this Agreement, Town will sign the CAM Agreement for the crossing of the BNSF Line by the construction of the Thoroughfare Facilities, as more particularly depicted on Exhibit `B" attached hereto (the "Crossing"). The CAM Agreement will provide, among other things, for the BNSF Railway Company's design and construction of the Crossing and the Town's financial contribution to the cost of construction of the Crossing. Town acknowledges to Owner that it will commit a maximum of One Hundred, Seventy-Nine Thousand, Two Hundred, Twenty-Nine and No/100 Dollars ($179,229.00)toward the construction costs of the Crossing (the "Town's Contribution to the Crossing Construction Costs"). Should the CAM Agreement provide that Town's actual financial contribution to the construction costs of the Crossing is less than Town's Contribution to the Crossing Construction Costs as provided in this paragraph 4, Town will apply any remaining difference between the two amounts, not to exceed the Town's Contribution to the Crossing Construction Costs, to Town's Contribution to Thoroughfare Facilities Construction Costs (hereinafter defined). Facilities Agreement(Lakes of Prosper) Page 3 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC 5. Lift/Force Facilities. Except as provided in this Agreement, Owner shall design and construct, at its sole cost and expense, the Lift/Force Facilities which shall be completed by Owner and accepted by Town by or before Town's final acceptance of Phase I of the Property. 6. Water Line Facilities. Except as provided in this Agreement, Owner shall design and construct, at its sole cost and expense, the Water Line Facilities which shall be completed by Owner and accepted by Town by or before Town's final acceptance of Phase I of the Property. 7. Construction Costs. The phrase "construction costs" as used herein shall mean the actual total construction costs, including but not limited to the design costs, construction costs, engineering costs, surveying costs, printing and courier fees and geotechnical materials testing associated with the Thoroughfare Facilities, Lift/Force Facilities and/or Water Line Facilities. No construction costs for the Thoroughfare Facilities, Lift/Force Facilities and/or Water Facilities shall be incurred by Owner until Owner submits the construction costs to Town for review and written approval, such approval not to be unreasonably withheld by Town. Notwithstanding the preceding, the Town acknowledges that Owner has already incurred costs for the design of the Water Line Facilities, the Lift/Force Facilities and the Thoroughfare facilities; Owner has constructed and tested the Water Line Facilities; Owner has designed and constructed a majority of the Lift/Force Facilities and Owner has provided Town with copies of the Contract for the Water Line Facilities and Force/Lift Facilities and bids for the Thoroughfare Facilities and that by its execution of this Agreement Town approves previously paid expenses, the existing Contracts and the bids for the Thoroughfare Facilities ("Approved Expenses"). Any changes to the Approved Expenses shall be agreed to in writing by the Town prior to the incursion of said changes. Notwithstanding anything to the contrary herein, Town shall not be obligated to provide the Property with any Impact Fee credits and/or reimburse Owner for any construction costs associated with the Thoroughfare Facilities Lift/Force Facilities and/or Water Facilities, as provided herein, unless and until Town approves said construction costs in writing pursuant to the immediately preceding paragraph and Owner provides copies of contractor's invoices and verification of payment, which may include, but is not limited to, Affidavits of Payment executed by the contractor and any other supporting documentation reasonably required by Town before any amount is tendered to Owner and/or credited to the Property. 8. Town's Contribution to Construction Costs/Impact Fee Reimbursements/Capacity Reservation. a. Town's Contribution to Thoroughfare Facilities Construction Costs. Owner represents and warrants that the construction bids for Project I are estimated at Three Hundred, Seventeen Thousand, Four Hundred, Six and No/100 Dollars ($317,406.00) ("Project I Construction Costs"). Within fourteen (14) days of Owner's submittal of Engineer's or a contractor's Application and Certificate for Payment ("Progress Payment") of construction costs for Project I, Town will, in consideration for Owner's design and construction of Project I, tender to Owner an amount, whether for an individual Progress Payment or in aggregate several Progress Payments, not to exceed One Hundred,Ninety-Five Thousand, Seven Hundred, Seventy-One and No/100 Dollars ($195,771.00) plus any remaining difference in the Town's Contribution to the Crossing Construction Costs that may be applied, pursuant to Paragraph 4, toward the Project I Construction Costs ("Town's Facilities Agreement(Lakes of Prosper) Page 4 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC Contribution to Thoroughfare Facilities Construction Costs") Owner acknowledges and agrees that Town is relying on Owner's Engineer's representation and warranty of the amount of the Project I Construction Costs. Town acknowledges that its payment of Town's Contribution to Thoroughfare Facilities Construction Costs to Owner may occur prior to Town's acceptance of all of the Project 1 or Phase I Facilities provided Owner completes Project I in accordance with this Agreement and completes construction of Project I upon the earlier of(i) September 30, 2006; or (ii) the date of Town's final acceptance of Phase I of the Property. Notwithstanding anything to the contrary herein and except as provided in subparagraph 8(b) below, the total amount of Town's Contribution to Crossing Construction Costs and Town's CASH Contribution to Thoroughfare Facilities Construction Costs shall, under no circumstances, exceed the combined total amount of Three Hundred, Seventy-Five Thousand and No/100 ($375,000.00). b. Impact FeeCredit/Reimbursement by Town/Capacity Reservation. Owner represents that the estimated construction costs of the public improvements described herein are as follows: Thoroughfare Facilities$1,395,817.00("Estimated Thoroughfare Facilities Construction Costs") Project I $316,500.00 Project II $ 63,302.00 Project III $580,815.00 Project IV $435,200.00 Lift/Force Facilities("Estimated Lift/Force Facilities Construction Costs") $351,830.00. Water Line Facilities("Estimated Water Line Facilities Cost") $77,278.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,824,925.00 (1) Thoroughfare Impact Fee Credit/Reimbursement. In consideration for Owner's design and construction of the Thoroughfare Facilities, Town agrees to allow Owner, or its future assignee, as authorized herein, (the `Beneficiary") to benefit in the following credit and reimbursement program: Estimated Thoroughfare Facilities Construction Costs $1,395,817.00 Town's Estimated Contribution to Thoroughfare Facilities Construction Costs $195,771.00 Town's Estimated Contribution of Phase 1 of Property's Inspection Fees' $74,459.00 ESTIMATED TOTAL AMOUNT TO BE REIMBURSED $1,125,587.00 ("Credit/Reimbursement Balance") (a) As Town collects Thoroughfare Impact Fees, in accordance with the Impact Fee Ordinance, from properties or property owners that directly I In consideration for Owner's construction of the Thoroughfare Facilities in accordance with this Agreement,Town further agrees to waive any construction inspection fees for Owner's design and construction of the Thoroughfare Facilities. The phrase"construction inspection fees"as used in this Agreement shall have the same meaning ascribed in Town's Subdivision Ordinance No.03-05,as it exists or may be amended. Facilities Agreement(Lakes of Prosper) Page 5 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodatan\FINAL Lakes of Prosper Agreement(3-8-06).DOC benefit from the Thoroughfare Facilities (the "Collected Impact Fees"), said properties or property owners, their successors and assigns' located within the 608.62 acres, more or less, situated in the Collin County School Land Survey, Abstract No. 147, Prosper, Collin County, Texas, as more particularly described and/or depicted in Exhibit "E", attached hereto and incorporated herein for all purposes (collectively referred to as the "Area of Reimbursement"), Town agrees to forward to Beneficiary one hundred percent (100%) of the Collected Impact Fees from the Area of Reimbursement (the "Thoroughfare Facilities Reimbursement"). Town will use its reasonable efforts to forward the Thoroughfare Facilities Reimbursement to Beneficiary, quarterly and as applicable, on January 15, April 15, July 15, and October 15 of each year beginning the first quarterly date after the Town accepts the Thoroughfare Facilities. (b) As Owner develops phases of the Property before Owner receives the total Thoroughfare Facilities Reimbursement, Town will, subject to Owner fulfilling all of its obligations in this Agreement, credit, at the time of final acceptance of each phase of the Property, the applicable amount of Thoroughfare Impact Fees due on the Property which would be assessed at the time of building permit of each lot within the respective phase of the Property, said amount will be applied toward the Thoroughfare Facilities Reimbursement(the"Thoroughfare Impact Fee Credit"). (c) The Thoroughfare Facilities Reimbursement will cease when the amount tendered, through Collected Impact Fees and/or Thoroughfare Impact Fee Credit, to Beneficiary equals the Credit/Reimbursement Balance. Except as otherwise provided in this subparagraph, the Property will be subject to the Thoroughfare Impact Fee Ordinance. (2) Lift/Force Facilities/Reservation of Capacity. Owner represents and warrants that the estimated construction costs for the Lift/Force Facilities are Three Hundred, Fifty-One Thousand, Eight Hundred, Thirty and No/100 Dollars ($351,830.00) ("Estimated Lift/Force Facilities Construction Costs"). Owner acknowledges and agrees that Town is relying on Owner's Engineer's representation and warranty of the amount of the Estimated Lift/Force Facilities Construction Costs. In consideration for Owner's design and construction of the oversized portion of the Lift/Force Facilities, Town agrees to reimburse Beneficiary 20.2% of the actual construction costs of the Lift/Force Facilities (the "Oversized Capacity"), estimated to total Seventy- One Thousand, Sixty-Nine and No/100 Dollars ($71,069.00) (the "Lift/Force Facilities Reimbursement") as provided in this subparagraph. The Lift/Force Facilities Reimbursement will be made to the Beneficiary in two equal payments. The Town will make the first payment to the Beneficiary on the first business day following the expiration of one hundred twenty (120) days after the execution date of the Agreement and the second payment to the Beneficiary on the first business day following the expiration of two hundred Facilities Agreement(Lakes of Prosper) Page 6 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goociman\FINAL Lakes of Prosper Agreement(3-8-06).DOC forty (240) days after the execution date of the Agreement. Notwithstanding anything to the contrary herein, Wastewater Impact Fees shall be assessed and collected of the Property under the Impact Fee Ordinance. In consideration for Owner's construction of the Lift/Force Facilities and Town's Lift/Force Facilities Reimbursement, the parties agree that the Town shall reserve the Oversized Capacity for future use in the Doe Creek Basin. The parties further acknowledge that the Oversized Capacity, or a portion thereof, could serve the parcel of land known as the Villages at Prosper Trail and containing 61.7 acres, more or less, situated in the Collin County School Land No. 12 Survey, Abstract No. 147, Prosper, Collin County, Texas, (the "Villages Property") or the parcel of land currently owned by Mrs. B Jackson and CJ Shipley Trust and containing 106.9 acres, more or less, situated in the Collin County School Land Survey No. 12, Abstract No. 147, Prosper, Collin County, Texas (the "Shipley Property"). Should the owner(s) of the Villages and/or Shipley Property(ies) desire to utilize any part of the Oversized Capacity (the "Subsequent User(s) of Oversize Capacity"), the Subsequent User(s) shall tender to Town its pro rata portion for said use, not to exceed the amount of Town's Lift/Force Facilities Reimbursement, on or before the Town releasing the Subsequent User(s) for construction. (3) Water Line Facilities Reimbursement. Owner represents and warrants that the estimated construction costs for the Water Line Facilities are Seventy-Seven Thousand Two Hundred Seventy-Eight and No/100 Dollars ($77,278.00) ("Estimated Water Line Facilities Construction Costs"). Owner acknowledges and agrees that Town is relying on Owner's Engineer's representation and warranty of the amount of the Estimated Water Line Facilities Construction Costs. In consideration for Owner's design and construction of the Water Line Facilities, Town agrees to reimburse Beneficiary the actual construction costs for the Water Line Facilities as provided in this subparagraph. As Town collects Water Impact Fees, in accordance with the Impact Fee Ordinance, from the Property, ("Collected Water Impact Fees") Town agrees to forward to Beneficiary one hundred percent (100%) of the Collected Water Impact Fees (the "Water Line Facilities Reimbursement"). Town will use its reasonable efforts to forward the Water Line Facilities Reimbursement to Beneficiary, quarterly and as applicable, on January 15, April 15, July 15, and October 15 each year beginning the first quarterly date after Town accepts the Water Line Facilities. The Water Line Facilities Reimbursement will cease when the amount tendered to the Beneficiary equals the actual construction costs of the Water Line Facilities. Notwithstanding anything to the contrary herein, the Property shall be assessed the Water Impact Fees under the Impact Fee Ordinance. Notwithstanding anything to the contrary herein, the parties agree that THE ESTIMATED THOROUGHFARE FACILITIES CONSTRUCTION COSTS, THE ESTIMATED LIFT/FORCE FACILITIES CONSTRUCTION COST, ESTIMATED WATER LINE FACILITIES COST, THE TOTAL Facilities Agreement(Lakes of Prosper) Page 7 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC ESTIMATED CONSTRUCTION COSTS AND THE CREDIT/REIMBURSEMENT BALANCE, AS DEFINED HEREIN, ARE ESTIMATES WHICH MAY BE ADJUSTED UP OR DOWN TO EQUAL THE ACTUAL CONSTRUCTION COSTS WHEN THE UTILIZING THE ACTUAL CONSTRUCTION COSTS FOR EACH OF THE SUBJECT PUBLIC IMPROVEMENTS DESCRIBED HEREIN WHICH HAVE BEEN INCURRED BY OWNER, SUBMITTED TO TOWN IN THE FORM DESCRIBED IN PARAGRAPH 7 ABOVE AND APPROVED IN WRITING BY TOWN'S ENGINEER, SAID APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED. FURTHERMORE, Owner will only be entitled to the applicable Credit/REIMBURSEMENT Balance through impact fee credits AND the Thoroughfare Facilities Reimbursement, described herein; FOR WATER LINE FACILITIES THROUGH THE WATER LINE FACILITIES REIMBURSEMENT AND THE ESTIMATED LIFT/FORCE FACILITIES CONSTRUCTION COST THROUGH THE PRORATA LIFT/FORCE FACILITIES REIMBURSEMENT. In the event the amounts of Water, Waste Water and/or Thoroughfare Impact Fees due on the Property do/does not exceed the credits allowed above, the credits authorized in this Agreement are not transferable to other property or for credit for other impact fees due on the Property. Otherwise, the Water, Waste Water and/or Thoroughfare Impact Fees due on the Property will be paid according to the Impact Fee Ordinance, as it exists or as it may be amended. 9. Limitations of Agreement. Town and Owner acknowledge and agree this Agreement is limited to the obligations created by the Impact Fee Ordinance only. Town ordinances covering property taxes, park dedication and/or payment in lieu of dedication of land, utility rates and the like are not affected by this Agreement. Further this Agreement does not waive or limit any of the obligations of Owner to Town under any other ordinance, whether now existing or in the future arising. 10. Dedications. Owner shall take all actions necessary to dedicate, or cause to be dedicated, at no cost to Town, all street rights-of-way, alleys, easements, floodways and any other dedications, whether located on and/or off the Property, as required by Town. All conveyances required by this Agreement will be free and clear of any and all liens and encumbrances, in a form acceptable to Town, and shall be secured by or before approval of a final plat for any affected portion of the Property, as determined by the Town Engineer. If title insurance is required, as solely determined by Town, for any easement and/or dedication provided pursuant to this Agreement, Owner shall pay any and all costs, fees and expenses associated with obtaining the title insurance. a. Owner's Responsibilities. Owner shall, at its sole cost and expense, provide all necessary engineering and surveying support required to obtain easements as required herein. More specifically, Owner shall prepare metes and bounds descriptions for ninety (90) feet of right-of-way required, as solely determined by Town, to improve Prosper Trail between Coleman Street (Business 289) and the future Dallas North Tollway extension. 11. Owner's Books and Records. Owner's books and records relating to the Thoroughfare Facilities, Lift/Force Facilities and Water Line Facilities, as well as the construction of any and all public improvements for the Property, shall be available for inspection by Town during normal business hours upon written request. 12. Indemnification. Owner 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 Facilities Agreement(Lakes of Prosper) Page 8 C:\Documents and Settings\user\My Documents\DM-Agreements\CR_4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC damages, injuries (including death), claims, property damages (including loss of use), losses, demands, suits,judgments and costs, including reasonable attorney's fees and expenses (including attorneys' fees and expenses incurred in enforcing this indemnity), caused by the negligent, grossly negligent, and/or intentional act and/or omission of Owner, its officers, directors, partners contractors, employees, representatives, agents, successors, assignees, vendors, grantees, trustees, subcontractors, licensees, invitees or any other third parties for whom Owner is legally responsible, in its/their performance of this Agreement and/or the development and/or subdivision of the Property, regardless (except as otherwise provided in this paragraph) of the joint or concurrent negligence or strict liability of Town (hereinafter "Claims"). Owner is expressly required to defend Town against all such Claims; provided, however, if a court of competent jurisdiction determines that the Town (without waiving any governmental immunity) has joint, concurrent or sole negligence for the claims, in accordance with the laws of the State of Texas, then Owner is not required to indemnify Town to the extent of the negligence apportioned to the Town. In its sole discretion, Town shall have the right to approve or select defense counsel to be retained by Owner 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 Town's obligation to defend Town or as a waiver of Town's obligation to indemnify Town pursuant to this Agreement. Owner 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 Owner fails to retain counsel within such time period, Town shall have the right to retain defense counsel on its own behalf, and Owner shall be liable for all costs incurred by Town. This paragraph shall survive the termination of this Agreement. 13. Parties' Acknowledgment of Town's Compliance with Federal and State Constitutions, Statutes and Case Law and Federal, State and Local Ordinances, Rules and Regulations/Owner's Waiver and Release of Claims. a. The parties acknowledge and agree that: (1) the public improvements to be constructed and/or paid for by Owner and/or the fees to be imposed by Town regarding the Property 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. Facilities Agreement(Lakes of Prosper) Page 9 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lake of Prosper Agreement(3-8-06).DOC (2) the amount of Owner'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 Owner's development places on the roadway, water and/or sanitary sewer system of Town. (3) Owner shall indemnify and hold harmless Town from any claims and suits Owner's partners, officers, directors, employees, representatives, agents, successors, assignees, grantees, and/or trustees, brought pursuant to this paragraph. b. Owner releases Town from any and all claims or causes of action based on excessive or illegal exactions related in any way to the terms and provisions of this agreement. c. Owner 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 in any way to the terms and provisions of this Agreement. This paragraph shall survive the termination of this Agreement. 14. Vested Rights/Chapter 245 Waiver. Nothing in this Agreement shall be implied to vest any rights in Owner for purposes of Chapter 245 of the Texas Local Government Code. 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 the Town with fair notice of Developer's project. Owner waives any statutory claim under Chapter 245 of the Texas Local Government as it relates, or may relate, to this agreement. Nothing in this Agreement shall waive, release, or diminish any rights Owner has pursuant to Chapter 245, Texas Local Government Code, with regard to the Property, save and except the matters related in any way to the negotiation and execution of this Agreement. This paragraph shall survive the termination of this Agreement. 15. 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 ¶16 below, 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, effective on September 1, 2005 or as it may subsequently be amended. 16. Construction. Owner shall coordinate with Town for construction of the public improvements described herein. Town shall be entitled to, among other things, approve any amendment(s) to the Plans and change orders and conduct, at any time, inspections of any construction performed pursuant to this Agreement. With the exception of Phase II Facilities, the public improvements constructed by Owner, as defined herein, shall be completed by Owner and accepted by Town prior to any Certificates of Occupancy being issued for the Property. Any and all construction contemplated herein shall be in accordance with the Plans and all applicable federal, state and local requirements, codes, ordinances and/or regulations, as they individually and collectively exist, may be amended or in the future arising, including but not limited to, Town, Collin County, the BNSF Railway Company and the Texas Department of Transportation. Facilities Agreement(Lakes of Prosper) Page 10 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes,of Prosper Agreement(3-8-06).DOC 17. Default. In the event Owner 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: a. to refuse to issue building permits in relation to the Property; and/or b. to file this instrument in the Land Records of Collin County as a lien and/or encumbrance against the Property and/or Owner; and/or c. to cease, without notice and/or any other action, providing the credits and/or reimbursement described in this Agreement, if any; and/or d. to construct and/or complete the public improvements described herein and to recover any and all costs and expenses associated with the construction and/or completion of the same, including but not limited to, any and all attorneys' fees and costs associated therewith; and/or e. to seek specific performance. In the event Town fails to comply with the terms and conditions of this Agreement, Owner may seek specific enforcement of this Agreement as its sole and exclusive remedy. 18. Continuity. This Agreement shall be a covenant running with the land and shall be binding upon the Owner, its officers, directors, employees, representatives, agents, successors, assignees, vendors, grantees and/or trustees. 19. Sovereign Immunity. Owner and Town agree that Town has not waived its sovereign immunity be entering into and performing its obligations under this Agreement. 20. 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 State Mail, addressed to the party to be notified, postage pre-paid and registered or verified 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 factual 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 intended for Owner, to: Lakes of Prosper,Ltd. Attn: Eddie Collins 5700 W. Plano Parkway Suite 3000 Plano, TX 75093 and Stephen L. Goodman 5700 W. Plano Parkway Suite 3000 Plano, TX 75093 Facilities Agreement(Lakes of Prosper) Page 11 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL La1Ces of Prosper Agreement(3-8-06).DOC With a copy to.: David G. Drumm Carrington Coleman Sloman&Blumenthal, L.L.P. 200 Crescent Court 15th Floor Dallas, TX 75201 If intended for Town, to: Town of Prosper, Texas Attn: Town Administrator P. O. Box 307 Prosper, TX 75078 or 121 W. Broadway Prosper, TX 75078 21. Miscellaneous. a. Assignment. This Agreement is not assignable without the prior written consent of Town. b. 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 mutual written agreement of the parties hereto. c. Venue. This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. d. Consideration. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. e. Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. f. 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. g. 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 herein. Facilities Agreement(Lakes of Prosper) Page 12 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC h. 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 nay other provision thereof, and this Agreement shall be construed as if such invalid illegal or unenforceable provision had never been contained herein. i. 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. j. 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. k. 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. 1. Force Majeure. If performance by either party of any term, condition or covenant in this Agreement is delayed or prevented by an act of God, strike, lockout, shortage of material or labor, any federal or state law or any order, rule or regulation or governmental authority, civil riot, flood, or any other cause not within the control of the party, the period for performance of the term, condition or covenant shall be extended for a period equal to the period said party is so delayed or prevented. m. Insurance. Owner shall, at its sole cost and expense, procure and maintain insurance against claims for injuries to persons (including death) and/or damages to property which may arise from or in connection with Owner's performance of this Agreement and/or the development and/or subdivision of the Property in the following amounts: General Liability insurance $1 Million Dollars per occurrence for personal injury(including $2 Million Dollars aggregate death) and property damage Statutory Workers as required by state law compensation insurance • All insurance and certificate(s) of insurance shall contain the following provisions: (1) name Town and its officers as additional insureds as to all applicable coverage with the exception of workers compensation insurance. Facilities Agreement(Lakes of Prosper) Page 13 C:\Documents and Settings\user\My Documents\DM-Agreements\CR.4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC (2) provide for at least thirty(30) days prior written notice to Town for cancellation, non-renewal, or material change of the insurance. (3) provide for a waiver of subrogation against Town for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance. Insurance Company Qualification: All insurance companies providing the required insurance shall be authorized to transact business in Texas and rated at least "A" by AM Best or other equivalent rating service. Certificate of Insurance: A certificate of insurance evidencing the required insurance shall be submitted simultaneously upon Owner's execution of this Agreement. Coverage Period: Owner shall procure the insurance required by this Agreement to cover the period of time beginning upon Owner's execution of this Agreement and ending two (2) years after the effective date of the termination of this Agreement. n. No Third Party Beneficiaries. Nothing in this Agreement shall be construed to create any right or obligation on 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. 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: TOWN OF PROSPER By: Charles Niswanger, Mayor ATTEST. By: Secretary OWNER: LAKES OF PROPSER, LTD. By: Bronson Holding, L.L.C., its general partner Facilities Agreement(Lakes of Prosper) Page 14 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lake§of Prosper Agreement(3-8-06).DOC `.0 . Goodman, A d mistr. 'or ATTEST: By: c.04242,14_,)ae,„ Eddie Collins STATE OF TEXAS * COUNTY OF COLLIN * BEFORE ME, the undersigned authority, on this day personally appeared Charles Niswanger, Mayor of the Town of Prosper, TEXAS, a municipal corporation, 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 and in the capacity therein stated. GIVEN UNDER MY H• D AND S • L OF OFFICE THIS 8 day of Martil, 20046 4 , ,, Ui . & ,Pitr PIN, C.Mouses Notar blic in and for the St to of Texas MyCommiawnExpires P' My Corr fission Expires: Q mow 30,2007 Facilities Agreement(Lakes of Prosper) Page 15 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC ti STATE OF TEXAS COUNTY OF Cb BEFORE ME, the undersigned authority, on this day personally appeared Stephen L. Goodman, the Administrator of Bronson Holding, L.L.C., a Texas limited liability company and the General Partner of LAKES OF PROSPER, LTD., Texas limited partnership, 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 Bronson Holding, L.L.C., which is the General Partner of LAKES OF PROSPER, LTD., and he executed said instrument for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SE L F OFFIC THIS U l" day of 1/4/ G , 2006. KRISTIN DARST IOTARYPIRRJCSTATEOPI©AS Notar Public in an for the t to of Texas COMMISSION EXPIRES: MAY 21, 2008 My Commission Expires: J./ . 2tiog Facilities Agreement(Lakes of Prosper) Page 16 C:\Documents and Settings\user\My Documents\DM-Agreements\CR 4-Goodman\FINAL Lakes of Prosper Agreement(3-8-06).DOC EXHIBIT A i .... . • -•—• .' " " a i 1_ ITI/ . .. . . .. . . . 1.. ..\.. .i. ,. .L.. . .. 1.17. 41,- ) . . . - . ift, . , _ . . ,i_ _ =_ _ . . . 4 .. . - -• : . 4 • _d.. . b , : .: . . , . . _ • 1 i I _.__ . . . . A .. I 1 i . . . . . ..•„ 1.0.1 i _.: iimmaprip 1 • • . L-,-10 - i j - , 11111111ft°. • • • II:11 ; - 1111111110 . . . ,, . . . ,. . . . . . . . . . . . .)"I 11 111111 1 r 17 . . v. 1 . . .1.1. . !i.. . • • • • . . • Ii ,-;ir . .. ... . ..A la • • I T.1 ! I I . *.1.1. -7 THE VILLAGES ,z, ; 0 OF PROSPER TRAIL ,.- 0 j -...- - .. --.• iiiilkIkSw z , 8 ; co ,AA — - _,__ •E ..1 d1 1.L_, 0601 — .._, 1 ,--- 1:1 - I..--. - COUNTY ROAD 4 1 r OVERALL LAKES OF PROSPER EXHIBIT PREPARED JANUARY 2006 PROSPER, TEXAS ENGINEER/PLANNER FPW0awArd AN.iitsERAT SCALE:l"=400' 5225r4CreiDtto;ltda201 Brojeco73093 i Rone9716310641 Tramline I 1 Page 17 '' EXHIBIT A BEING a tract of land located in the Collin County School Land Survey No. 12, Abstract No. 147, Prosper, Collin County, Texas and being all of a called 81.33 acre tract of land described as "TRACT ONE" and all of a called 101.94 acre tract of land described as "TRACT TWO - A" and all of a called 3.763 acre tract of land described as "TRACT TWO —B" in Deed to Lakes of Prosper, Ltd., recorded in Volume 5372, Page 6921 (Document No. 2003-0044256), Deed Records, Collin County, Texas and being more particularly described as follows: BEGINNING at a 3/8 inch iron rod found in the North line of a tract of land described in Deed to Donald E. Goodwin and Carmen Q. Godwin, recorded in Volume 4745, Page 1799 (Document No. 2000-0095817), Deed Records, Collin County, Texas at or near the center of Collin County Road No. 4, said point being the Southwest corner of said "TRACT ONE" and the Southeast corner of a tract of land described in Deed to Prosper Tollroad, Ltd., recorded in Document No. 97-0088560, Deed Records, Collin County, Texas; THENCE North 00 deg. 50 min. 43 sec. West, along the West line of said "TRACT ONE", a distance of 2647.81 feet to a 1/2 inch iron rod found in the South line of a tract of land described in Deed to Prosper 80 Ltd, recorded in Volume 5103, Page 3723, (Document No. 2002- 0021571), Deed Records, Collin County, Texas at the Northwest corner of said "TRACT ONE" and the Northeast corner of a tract of land described in Deed to Prosper-Tollroad Joint Venture, Ltd., recorded in Document No. 96-0090247, Deed Records, Collin County, Texas; THENCE North 88 deg. 04 min. 25 sec. East, along the common line of said "TRACT ONE" and said Proper 80 Ltd. tract, a distance of 1317.96 feet to a 1/2 inch iron rod found in the West line of said "TRACT TWO — A" at the Northeast corner of said "TRACT ONE" and the Southeast corner of said Proper 80 Ltd. tract; THENCE North 01 deg. 33 min. 44 sec. West, along the common line of said Prosper 80 Ltd. tract and said "TRACT TWO — A", a distance of 495.70 feet to a 1/2 inch iron rod found at the Northwest Corner of said "TRACT TWO—A"; THENCE North 88 deg. 29 min. 21 sec. East, along the North line of said "TRACT TWO —A", a distance of 2622.49 feet to a 1/2 inch iron rod found in the West line of the Burlington Northern and Santa Fe Railroad, a 100 foot wide right-of-way, at the Northeast corner of said "TRACT TWO — A", from which a 1/2 inch iron rod with a red plastic cap stamped "G.M. GEER 3258"bears South 85 degrees 02 minutes 53 seconds West, a distance of 0.28 feet; THENCE South 10 deg. 26 min. 04 sec. West, along West line of said Burlington Northern and Santa Fe Railroad, a distance of 1869.84 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" found at the Southeast corner of said "TRAT TWO — A" and the Northeast corner of a tract of land described in Deed to The Thomas D. & Bernice I Bull Revocable Living Trust, recorded in Volume 4489, Page 1935 (Document No. 99-0108065), Deed Records, Collin County, Texas, from which a 1/2 inch iron rod found bears South 87 degrees 34 minutes 18 seconds East, a distance of 0.49 feet; THENCE South 88 deg. 30 min. 13 sec. West, along the common line of said "TRACT TWO — A" and said Bull tract, a distance of 2233.31 feet to a 1/2 inch iron rod with a yellow plastic cap stamped"J.E. Smith 3700" found in the East line of said "TRACT ONE" at the Southwest corner of said"TRACT TWO—A" and the Northwest corner of said Bull Tract; Page 18 THENCE South 01 deg. 34 min. 18 sec. East, along the common line of said "TRACT ONE" and said Bull tract, a distance of 1326.60 feet to a 1/2 inch iron rod with a yellow plastic cap set at or near the center of said Collin County Road No. 4 for the Southeast corner of said "TRACT ONE" and the Southwest corner of said Bull tract, said point being the Northeast corner of said Godwin tract; THENCE South 88 degrees 35 minutes 42 seconds West, along the common line of said "TRACT ONE" and said Godwin tract a distance of 1351.79 feet to POINT OF BEGINNING and containing 183.273 acres of land, more or less. Page 19 . • • EXHIBIT B . . . ;. „i . , --:-- iiiiiiiii ., '. ,i .:. - 1 .1 .. .. . i iiiiiiivir, 1__.• • - . I ill . / Ea' - _ , 1 t I , ow/ . ', •‘. : i lei : • - •' 1 I I j . .-- ‘ 111111F / _ ,_ 4 • . . . li . • .,ii -• . . . . . . . i 1 , 4 4•:_____. _ .• OS Ili % - TRAI 1 i . .'..1 a rig, THE VILLAGES p: , 0 la' OF PRPER PROJECT T111/ I 0 I.• " - ' ‘SaglillUs ——1—_ 4 LANE DIVIDED .'' • 0 j • • - .4 L 7., 8 . 4 ,ij • . —. . CI j.••= MMIA. !:! COUNTY ROAD 4 • • PROJEC1 THR E PROJECT ONE E Id ., j! PROJECT FOUR 2 LANE 1 4 LANE DIVIDED A.:,. 2 LANE 25'B-B 25'B-B . 25'B-B EXHIBIT PREPARED JANUARY 2006 . PROSPER TRAIL/CR 4 ROADWAY IMPROVEMENTS , 110 . PROSPER, TEXAS ENGINEER/PLANNER . riksDOWDEY,ANDERSON ; &ASSOCIATES,INC. ; SCALE:I"=400' 5ZSYLPEN4(01X411b208&Akre 75093 acre 9019110541 Fa 9728314M I Page 20 • EXHIBIT C . • _ 00000�o��, �_ - aeeeee , --o . - -mommiumw i A _ •�., I Ni -ml 0 ),- li `. ;1,, . • • ? ill • •\. •• . o ' ` THE VILLAGES ~ : ` \ OF PROSPER TRAIL ` Z •a EI _/ "* LIFT STATION a.• QSx. —" ^ a . I - — 7 • COUNTY ROAD 4 • - ilil �;,��� OFFSIT FORCE AIN j EXISTI G SANITARY S :R Al EXHIBIT PREPARED JANUARY 2006 PROSPER TRAIL/CR 4 SEWER IMPROVEMENTS 0 PROSPER, TEXAS ENGINEER/PLANNER MeOWDEY,ANDERBON &ASSOCIATES,INC. SCALE:1"=400' 51JSVIIO 0tIZSI 100 RagTem JRA ,I Page 21 EXHIBIT D , A .... 11:_._--,7L:1 i 1 . 1 L . { , : I li ; A- _ 1 1 (! • ' 111111111111/ / - _ . _ _ • - • • - - I I . . . .1..,. _ 1 1 ).. I _ 2 1 a a 5 THE VILLAGES •,:, OF PROSPER :7;TRAIL :,., a 1- ifg : z 1;; i la ' •. Its Oki* 8 z 0! .. _ _ _ _. a • 4 .., ___ . I. _ - . _ . CI di COUNTY ROAD 4 • • ili ii i 1 I OFFSITE 12 WATERLINE EXISTI 12'WATERLIN 2 i% ! EXHIBIT PREPARED JANUARY 2006 PROSPER TRAIL/CR 4 WATER IMPROVEMENTS oPROSPER, TEXAS ENGINEER/PLANNER nk,DiDzsreatriti. 5225YkeetekOIMOU632a0&V=71093 SCALE:1"=400' Itara91263111691 Trt9721/1.9541 A Page 22 . • EXHIBIT E . ., / PROSPER 80 LTD. Cri t; liggilligggillagF7 VOL.5103,PG.372_3 ACE (DOC.Na 2002-0021571) D.RC.C.T. ". lila I 1E0E1/Weal, al sow . : von I mow • •_tap ar __ simarm. none-firaci Ng - i Iii-- - an n II III . .M: 'H i . w_ ma EN al 1 - -- 6111111111INIIPPIA gel' ,..„.. '•" eillismet.„,'1 EN -If r Ineinesin / „.:. PROSPER-TOLLROAD Jorar VENTURE.I lir- IngpA7,/ 1111:11111111111.! # (DOC NO.96-0090247) - 11811 V' In D.RC.C.T. j : IIIIIIIWA' lin 1.2111111114111110 I I -- I fj _1__ muggy At 11111 pl.. _ BM. 1 I • I , • 11111111111 MIG ' -1-1-1-1:1-1-11T141:1•1•1•1•1- so ._.t."111.- ,. •Ei - 1 1)., it • • ' M a '. ' ' • • " it ti. . um. iu f" .•..' I I ,•. PROSPER TOLLROAD,LTD. . THE VILLAGES ..:. a -10 i (DOC.NO.97-0088560) ; \ DRC.C.T. it OF PROSPER TRAIL ! : PROSPER-TOLLROAD g ; .... li 11-roc.rJEOs.76-079021:14;3). al ---1" 1011itk\ — a _' 3 -.--:- • eiffaVi — - ..1.'• •' Ai . —m I . _ 1 , . k - • 4 V' .i 0 JI -. -— PROSPER CHURCH COUNTY ROAD 4 I I HOPE LUMBER& VOL.4745.PG.1799 TOMLIN PROPERTIES SUPPLY COMPANY,L.P. ..15 •J OD D.R.C.C.T.OC.NO.2000-0095817) VOL.2949,PG.46 VOL.5220,PG.3569 (DOC.NO.62296) IRUCE MILL I(DOC.NO.2002-0106766) D.RC.C.T. y,DI, D.RC.C.T. OL.4862.PG.2 99 .YE i (DC.NO.2001-00 8910) D.R.C.C.T. ' LAKES OF PROSPER ROAD IMPACT FEE AREAS EXHIBIT PREPARED JANUARY 2006 0 PROSPER, TEXAS ENGINEER/PLANNER IAFDOrDEr aER MI aAsiREs . SCALE:1"=500' 522M800,A0,1143&23)Itagem 15693 Rum 972831.069I Fa972611.95.18• IP Page 23