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06-126- R TOWN OF PROSPER,TEXAS RESOLUTION NO. 06-126 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 IMPACT FEE AGREEMENT BETWEEN SADDLE CREEK INVESTMENTS, LTD; AXXIUM LAND DEVELOPMENT, LLC; SHADDOCK DEVELOPERS, LTD; AND THE TOWN OF PROSPER. NOW,THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER,TEXAS: SECTION 1: The Mayor of the Town of Prosper,Texas, is hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas,an impact fee agreement between Saddle Creek, Ltd; Axxium Land Development, LLC; Shaddock Developers, Ltd; and the Town of Prosper,as hereto attached. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 28th day of November, 2006. .47 C arles Niswanger, Ma ATTEST TO: 011I I I/11111 /®f�� 0 OF PRO ' ..soe00000 0�of •ti�A Bf -ratthew D. Denton, Town Secretary z T� JI`t S * o c`'®c'9 c O•o� � Q. o�� PEXAS ��® r lii! 111111IIIIIIIIIIIII11111111111111111111111Ill 070719000991970 07/19/2007 08.34 59 AM AG 1/55 STATE OF TEXAS § After Recording Return to: § Town Manager COUNTY OF COLLIN § Town of Prosper P. O. Box 307 Prosper,Texas 75078 IMPACT FEE AGREEMENT (Saddle Creek Development) THIS IMPACT FIFE AGREEMENT (the "Agreement") is made and entered into to be effective as of this BM day of January, 2007, by and among SADDLE CREEK INVESTMENTS, LTD., a Texas limited partnership ("Saddle Creek"), AXXIUM LAND DEVELOPMENT, LLC, a Texas limited liability company ("Ariana"), SHADDOCK DEVELOPERS, LTD., a Texas limited partnership ("Shaddock"; Saddle Creek, Shaddock and Ariana are sometimes hereinafter individually referred to as a "Developer" and jointly as the "Developers"), and the TOWN OF PROSPER, TEXAS ("Town"), on the terms and conditions hereinafter set forth. WITNESSETH: WHEREAS, Saddle Creek owns approximately 85± acres of land (the "Saddle Creek Tract") located in the Town, Collin County(the "County"), Texas, which Saddle Creek Tract is more particularly described and/or depicted on Exhibit A, attached hereto and incorporated herein by reference; WHEREAS, Shaddock owns approximately 144.8± acres of land (the "Shaddock Tract") located in the Town and County, which Shaddock Tract is more particularly described and/or depicted on Exhibit B, attached hereto and incorporated herein be reference; WHEREAS,Ariana owns approximately 80f acres of land (the "Ariana Tract") located in the Town and County, which Ariana Tract is more particularly described and/or depicted on Exhibit C, attached hereto and incorporated herein by reference; WHEREAS, pursuant to the Water and Wastewater Improvement Plan, Ordinance No. 06-91 (the "Master Sewer Plan"), the Sewer Improvements (as defined in Paragraph 3 below) will be constructed to serve the Saddle Creek Tract, the Ariana Tract and the Shaddock Tract, which Sewer Improvements will be located as generally described and/or depicted on Exhibit D, attached hereto and incorporated herein be reference; WHEREAS, subject to the terms and provisions hereof, the Developers desire to construct the Sewer Improvements so that their respective Tracts and improvements to be constructed thereon will receive sanitary sewer service; WHEREAS, each of the Developers desires to fulfill its respective obligation to pay Sewer Impact Fees (as defined in Paragraph 3 below) as prescribed in Town Ordinance No. 95- 01, amended by Ordinance Nos. 96-17, 01-24, 02-19 and 02-57, as they exist or may be hereafter amended (individually and collectively the "Impact Fee Ordinance"); and 1 \\Bdnt-fs 1\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 r � WHEREAS, subject to the terms and provisions hereof, the parties agree that each of the Developers may fulfill its respective obligation to pay Sewer Impact Fees in the manner set forth below. NOW, THEREFORE, in consideration of the covenants and conditions contained in this Agreement, Town and Developers agree as follows: 1. Land Subject to Agreement. The land that is subject to this Agreement is the Saddle Creek Tract, Shaddock Tract and Ariana Tract (individually, the "Tract(s)", and collectively the "Property"). Each of the Developers represents that it is the sole owner of its respective Tract as described herein. 2. Easements. (a) The parties shall cooperate with each other in obtaining from third parties (other than the parties hereto) any and all easements, including, but not limited to, the easements (the "Third Party Sewer Improvement Easements") depicted and/or described on Exhibit D to the extent such Third Party Sewer Improvement Easements are necessary or appropriate, as solely determined by the Town, for timely construction, completion and dedication of the Sewer Improvements required herein. The Third Party Sewer Improvement Easements will be obtained as follows: (i) Developers' Responsibilities. Developers shall, individually and collectively, be responsible for an amount, in the aggregate for all of the Developers, equal to the lesser of(A) Fifty-One Thousand and No/100 Dollars ($51,000.00), or (B) the actual Easement Acquisition Fees (hereinafter defined) associated with acquiring, by purchase or condemnation, all Third Party Sewer Improvement Easements. For purposes of this Agreement, "Easement Acquisition Fees" shall mean any and all third party costs and expenses incurred for or in connection with acquiring the Third Party Sewer Improvement Easements, including, but not limited to, title work, appraisals, expert fees, attorneys' fees and expenses, engineering fees and expenses, surveying fees and expenses, court costs, commissioner's fees, amounts awarded by commissioners, and costs of appeal, if any. If requested by the Town, Developers shall lead all easement acquisition efforts for the Third Party Sewer Improvement Easements, including, but not limited to, providing all necessary engineering and surveying support required to obtain the Third Party Sewer Improvement Easements as required herein. Developers shall, individually and collectively, pay, in accordance with this Agreement, any and all Easement Acquisition Fees (up to the maximum amount set forth above) within seven (7) calendar days of receiving a written request from the Town for the same. (ii) Town's Rights and Responsibilities. Subject to Developers' reimbursement obligation set forth in Paragraph 2(a)(i) above, Town will provide, among any other assistance reasonably deemed necessary by Town, technical, engineering, legal and administrative assistance, as selected by Town, to acquire, by purchase or condemnation, the Third Party Sewer Improvement Easements, and Town shall review and approve any and all documents associated with the Third Party Sewer Improvement Easements required herein. Subject to the provisions of Paragraph 2(d) below, if Town otherwise determines, in its sole discretion, that condemnation proceedings are necessary to secure the Third Party Sewer Improvement Easements, Town shall have the right, subject to the 2 \\Bdnt-fsl\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 � f Developer's reimbursement obligation set forth in Paragraph 2(a) above, to take any and all steps Town deems necessary to initiate said proceedings. (b) Without limiting the foregoing, the obligations of Saddle Creek, Shaddock and/or Ariana hereunder shall be conditioned upon securing the Third Party Sewer Improvement Easements within the time period specified in Paragraph 2(e) below. In this regard, the commencement of construction of the Sewer Improvements or any portion thereof shall not begin prior to the date, whichever is earlier, that (i) such Third Party Sewer Improvement Easements are filed and recorded, (ii) a Right of Entry is secured, (iii) a condemnation award is tendered with the appropriate Registry of the Court, and/or(iv) a right of possession by any other means is obtained in a form deemed acceptable solely by the Town. (c) By execution hereof, Shaddock and Ariana hereby irrevocably grant and deliver to the Town the easements (the "Shaddock Sewer Improvement Easements" and "Ariana Sewer Improvement Easement", respectively), attached hereto as Exhibits G and H, respectively, and incorporated herein by reference. The Town shall retain the Shaddock Sewer Improvement Easements and Ariana Sewer Improvement Easement (collectively, the "Developer Sewer Improvement Easements") and shall file the Developer Sewer Improvement Easements relating to (i) Line A (as defined in Paragraph 3(b) below) prior to the commencement of construction of Line A, and (ii) Line B (as defined in Paragraph 3(b) below) prior to the commencement of construction of Line B. (d) If the Third Party Sewer Improvement Easements are not obtained with respect to, or the Town has not secured the right to possess, the land made the subject of the Third Party Sewer Improvement Easements, in a form deemed acceptable solely by the Town, within sixty (60) days after the execution hereof on terms deemed acceptable solely by the Town, then the Town shall commence, and thereafter diligently pursue to completion, condemnation proceedings to obtain such Third Party Sewer Improvement Easements as soon as reasonably possible. (e) If the Third Party Sewer Improvement Easements are not obtained with respect to, or the Town has not secured the right to possess, the land made the subject of the Third Party Sewer Improvement Easements, in a form deemed acceptable solely by the Town, within one hundred twenty (120) days after execution hereof on terms deemed acceptable solely by the Town, Developers, individually and collectively, shall, as its/their sole and exclusive remedy, be permitted to (i) extend such deadline, or (ii) upon thirty (30) days written notice to the Town, terminate this Agreement in which event the Escrowed Funds shall be, by or before the expiration of the thirty (30) day notice period provided in this Paragraph 2(e), released and returned to the Developers and thereafter all parties hereto shall have no further obligations hereunder with respect to any duties or obligations arising after such termination date, save and except as provided by federal, state and/or local ordinance, rule, regulation, statute and/or requirement. 3. Sewer. (a) Subject to the provisions of Paragraph 4 hereof, the Property will be assessed sewer impact fees ("Sewer Impact Fees") in accordance with the Impact Fee Ordinance at the rates (the "Sewer Impact Fee Rates") reflected on Exhibit E attached hereto and incorporated herein by reference. 3 \\Bdnt-fs l\wpprolaw\3012.003\123 758_22.doc Last Revised: 12/19/06 (b) Pursuant to the terms and provisions hereof and in that certain "Agreement Among Developers" (herein so called) of even date herewith, the Developers have agreed to construct, and fund on a pro rata basis the Sewer Improvement Costs (as defined in Paragraph 3(d) below) relating to the construction of, (i) a regional sewer trunk line ("Line A") to be constructed along and within the right-of-way of Coleman Road located, in part, adjacent to the Ariana Tract and Shaddock Tract, and (ii)that certain sewer line (the "Line B")to be constructed from Line A through the Shaddock Tract to the Saddle Creek Tract and thereafter to Preston Road. Line A and Line B (collectively, the "Sewer Improvements") shall be constructed and installed in the locations generally depicted on Exhibit D attached hereto and in accordance with engineering plans, specifications and designs approved by the Town's engineer, which approval shall not be unreasonably withheld or delayed. Unless otherwise specified herein or in a separate written agreement between the Town and any of the Developers, the Sewer Improvements shall be completed and accepted by the Town prior to the Town's final acceptance of any of the Tracts and shall be dedicated to the Town prior to or contemporaneously with the filing of the final plat in the Collin County Land Records for the first of the Tracts to be developed, with the construction schedule of same being further described in Paragraphs 3(f) and(g)hereof. (c) Provided that (i) the Sewer Improvements are completed and accepted by the Town, (ii) the actual Sewer Improvement Costs (hereinafter defined) are equal to or greater than the Estimated Sewer Improvement Costs (hereinafter defined), and (iii) any of the Developers provides evidence, in a form reasonably acceptable to the Town, that all Sewer Improvement Costs have been paid by Developer(s), including but not limited to, Affidavits of Payment/Affidavits as to Debts and Liens, to the extent of the portion of the Escrowed Fees released to the Developers pursuant to Paragraph 3(h), then, subject to the provisions of Paragraphs 3(h)and 4 below, each Developer shall receive: (1) a full credit against all Sewer Impact Fees assessed and/or owed, or to be assessed and/or owed, against, on or with respect to each Developer's Tract, and (2) a credit for each Developer's Tract in the amount of One Hundred Thirty- Seven Thousand and No/100 Dollars ($137,000.00) against any "construction fee", as such term is defined in Town Ordinance No. 03-05, as amended (a "Construction Fee" or "Construction Fees"), assessed, due and/or owing, or to be assessed, due and/or owing, with respect to such Developer's Tract, which credit may only be applied towards the Construction Fees assessed, due and/or owed by the applicable Developer with respect to, and/or to be assessed, due or owed against,the subject Developer's Tract. (d) The estimated Sewer Improvement Costs (the "Estimated Sewer Improvement Costs") for the Sewer Improvements are (i) One Million Two Hundred Sixty-Five Thousand Forty-Three and 44/100 Dollars ($1,265,043.44) for Line A, and (ii) Three Hundred Nine Thousand Six Hundred Twelve and 69/100 Dollars ($309,612.69) for Line B, as such Estimated Sewer Improvement Costs are more particularly described in Exhibit F, attached hereto and incorporated herein for all purposes. The phrase "Sewer Improvement Costs" as used in this Agreement shall mean all actual costs and expenses incurred by or on behalf of the Developers, for or solely and directly in connection with the Sewer Improvements, specifically being costs for (A) engineering, designing, staking, installing, testing and inspecting the Sewer Improvements, (B) materials and labor, and (C) all permits, licenses and other fees and charges 4 \\Bdnt-fs 1\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 of any Governmental Authorities; provided, however, the Town hereby agrees that it shall not charge or assess any of the Developers or their contractors or agents for any inspections or permits relating to the Sewer Improvements. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that any Sewer Improvement Costs incurred by the Developers in excess of the Estimated Sewer Improvement Costs (such excess Sewer Improvement Costs are hereinafter collectively referred to as the "Excess Sewer Improvement Costs") shall be borne solely by Developers, individually and/or collectively. (e) The Developers hereby agree to fund and pay for the Sewer Improvement Costs out of the Escrowed Fees to be released pursuant to Paragraph 3(h) below, and shall fund and pay for any Excess Sewer Improvement Costs in the manner set forth in the Agreement Among Developers; provided, however, the parties agree that this Agreement and the Developers', individual and collective, obligations set forth herein are in no way contingent upon and/or subject to the Agreement Among Developers. The parties agree that this Agreement and the Agreement Among Developers are separate and distinct agreements, and this Agreement shall not be conditioned, contingent nor reliant on the Agreement Among Developers and/or any other agreement. (f) Subject to the provision of Paragraphs 2(b) and hereof, construction of Line A shall be (i) commenced within thirty (30) days after the date, whichever is later, when (A) the Town has secured the right to construct and/or possess the lands made the subject of the Third Party Sewer Improvement Easements, whether by a Right of Entry, by a recorded easement, by depositing a condemnation award with the appropriate Registry of the Court and/or by securing said right of possession by any other means, in a form deemed acceptable solely by the Town, (B) all plans and specifications for Line A have been approved by the Town and all other applicable Governmental Authorities, and (C) all permits, approvals and authorizations have been issued for Line A by the Town and all other applicable Governmental Authorities, and (ii) subject to elements of force majeure (hereinafter defined), completed by the Developers and accepted by the Town within one hundred fifty (150) days after commencement of construction of Line A. The phrase "force majeure" as used herein shall mean acts of God, strikes, lockouts, material or labor shortages, restrictions or delays by any governmental authority, civil riots, floods, inclement weather, and any other cause not reasonably within the control of any of the Developers and which by the exercise of due diligence the Developers, individually and/or collectively, is/are unable,wholly or in part,to prevent or overcome. (g) Subject to the provision of Paragraphs 2(b) and (d) hereof, construction of Line B shall be (i) commenced within thirty (30) days after the date, whichever is later, when (A) the Town has secured the right to construct and/or possess the lands made the subject of the Third Party Sewer Improvements Easements, whether by a Right of Entry, by a recorded easement, by depositing a condemnation award with he appropriate Registry of the Court and/or by securing said right of possession by any other means, in a form deemed acceptable solely by the Town, (B) all plans and specifications for Line B have been approved by the Town and all other applicable Governmental Authorities, and (C) all permits, approvals and authorizations have been issued for Line B by the Town and all other applicable Governmental Authorities, and (ii) subject to elements of force majeure, completed by the Developers and accepted by the Town within one hundred fifty (150)days after commencement of construction of Line B. 5 \\Bdnt-fs 1\wpprolaw\3012.003\123 758_22.doc Last Revised: 12/19/06 (h) Within five (5) business days after execution of this Agreement, each of the Developers shall deposit with the Town the amounts set forth opposite their names on Exhibit E for "Escrowed Sewer Impact Fees" and "Escrowed Construction Fees" (collectively, the "Escrowed Fees"). The Escrowed Fees shall be held in escrow for the construction of the Sewer Improvements in accordance with this Agreement and subject to the following provisions: (i) The Town acknowledges and agrees that, upon its receipt of all of the Escrowed Sewer Impact Fees, all Sewer Impact Fees owed or assessed, or to be owed or assessed, on, for or with respect to all of the Property shall be satisfied. (ii) Each Developer acknowledges and agrees that the Escrowed Construction Fees deposited by such Developer may or may not satisfy all Construction Fees owed with respect to such Developer's Tract, and each Developer hereby agrees to tender any additional Construction Fees owed on their respective Tract in accordance with Town Ordinance No. 03-05, as amended, if the actual Construction Fees charged by the Town with respect to such Developer's Tract exceed the amount of Escrowed Construction Fees delivered by such Developer. Such additional Construction Fees shall be paid to the Town (A) after the Town has given the applicable Developer full credit for the Developer's Escrowed Construction Fees against the Construction Fees assessed against and/or owed with respect to such Developer's Tract, and (B) when the excess Construction Fees are assessed and due in accordance with Town Ordinance No. 03-05, as amended. (iii) The Escrow Fees will be deposited in a non-interest bearing account and will be released and paid to the Developers for the Sewer Improvement Costs incurred by Developers. The Escrowed Fees shall be released as Developers submit, in writing, a request for payment of the Sewer Improvement Costs, or portions thereof, accompanied by invoices evidencing the amount being requested (the "Requested Release"). Town will tender the Requested Release directly to the Developers, payable to the party designated by the Developers, in writing and signed by all Developers, within five (5) business days of the Town's receipt of each Requested Release (the "Designated Developer"). Town shall be able to rely on the writing(s) it receives establishing the Designated Developer, with no additional action required by the Town, and each Developer releases and agrees to indemnify the Town from any liability, claims or causes of action for tendering each Requested Release to the Designated Developer., (iv) If Town completes the construction of the Sewer Improvements as a result of Developers' default of this Agreement, then the Town may use the remaining Escrowed Fees (after payment of all Sewer Improvement Costs incurred by the Developers) to pay the Sewer Improvement Costs incurred by the Town in completing the Sewer Improvements. In that regard, the Town shall complete the Sewer Improvements pursuant to the Developers' plans and specifications approved by the Town for the Sewer Improvements, and the Town may, in its sole discretion, use the contractors and contracts executed by the Developer(s) in place for the Sewer Improvements. In this connection, Developers shall include in their contract for the construction of the Sewer Improvements a provision authorizing the assignment of said contract to the Town or its authorized designee. 6 \\B dnt-fs 1\wppro l aw\3 012.003\123 75 8_22.doc Last Revised: 12/19/06 (v) If any Escrowed Fees remain ("Remaining Escrow Funds") after Developers and/or Town, as required, have completed the Sewer Improvements and paid all of the Sewer Improvement Costs, the Remaining Escrow Funds shall be released to the Developers within ten(10) business days following the date the Sewer Improvements are substantially completed. Notwithstanding anything to the contrary herein, the Town shall, under no circumstance, be responsible for any part or portion of the Sewer Improvement Costs except as provided in this Paragraph 3(h). (vi) Notwithstanding anything to the contrary herein, before the Town accepts the Sewer Improvements, among any other requirements for acceptance of the Sewer Improvements by the Town as set forth herein, Developers shall tender evidence of payment, in a form(s) reasonably acceptable to the Town, including but not limited to, Affidavits of Payment/Affidavits as to Debts and Liens, evidencing that the Sewer Improvement Costs incurred by the Developers have been paid in full. (vii) Nothing in this Agreement shall waive and/or discharge the Developers from any and all construction requirements of the Town with respect to the construction of the Sewer Improvements, including but not limited to, bonding, as enumerated in the Town's ordinances as of the Effective Date. 4. Default. (a) In the event any of the Developers fails to comply with the provisions of this Agreement, the Town shall have the following remedies, in addition to the Town's other rights and remedies, if such default is not cured by any one or more of the Developers within thirty(30) days after the Developers' receipt of a written default notice from the Town, or with respect to defaults which can not reasonably be cured within such thirty (30) day period, if the Developers or any one of them fail to commence curing such default within thirty (30) days after receipt of such default notice and thereafter fails to diligently, as reasonably determined by the Town, pursue to completion the cure of such default: (i) to refuse to issue building permits for any Tract during the period ending on the date, whichever is earlier, of substantial completion (as defined in Paragraph 4(e) below) of the Sewer Improvements or the cure of the default as authorized by this Agreement; and/or (ii) to refuse to accept any portion of and public improvements on any and/or all Tracts during the period ending on the date, whichever is earlier, of substantial completion of the Sewer Improvements or the cure of the default as authorized by this Agreement; and/or (iii) to seek specific enforcement of this Agreement. (b) As part of Developers' obligation to diligently pursue to completion the cure of a default that can not reasonably be cured within the thirty (30) day cure period as provided herein, Developers shall provide to the Town Manager, on a bi-weekly basis beginning on the fifteenth (15th) day following the date of the Town's default notice to all of the Developers and continuing every other week thereafter until such default is cured, a written report and documentation, the form of which must be reasonably acceptable to Town, of the efforts being made by Developers to cure the subject default. 7 \\Bdnt-fsl\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 (c) Without waiving any obligation, deadline, commitment and/or other covenant required by Developers, individually and collectively, hereunder and solely in conjunction with Developers' opportunity to diligently pursue to completion a default that can not reasonably be cured within the thirty (30) day cure period as provided herein, the parties agree that the Sewer Improvements must be substantially completed by Developers and accepted by the Town no later than the expiration of twenty (20) months following Developers' commencement of the construction of Line A (the "Diligently Pursuing Cure Period"). If the Developers, whether one or more, fail to substantially complete the Sewer Improvements prior to the expiration of the Diligently Pursuing Cure Period, then Developers shall only be entitled to Sewer Impact Fee credits and/or Construction Fee credits (collectively, the "Substantially Complete Credits"), and to the release of the Escrowed Fees with respect to the Tracts pursuant to Paragraph 3(h) hereof, in the amount equal to (i) the credits determined pursuant to Paragraph 3(c) hereof, less (ii) any costs incurred by the Town in excess of the Escrowed Funds in connection with completing the Sewer Improvements as provided in Paragraph 3(h)(iii)hereof. (d) Developers shall be required to provide evidence, in a form reasonably acceptable to the Town, including but not limited to Affidavits of Payment/Affidavits as to Debts and Liens, that the Substantially Complete Sewer Improvement Costs have been incurred by or on behalf of one or more Developers and paid by or on behalf of one or more Developers but only to the extent of the Escrowed Funds released to the Developers pursuant to Paragraph 3(h) hereof. To the extent different than what would result from calculating the Substantially Complete Credits with respect to each of the Tracts using the Impact Fee Rates set forth on Exhibit E, plus the amount of the Escrowed Construction Fees with respect to each Developer, the allocation of the Substantially Complete Credits to the Tracts must be agreed upon in writing by Developers and approved by the Town, such approval not to be unreasonably withheld, delayed or denied. (e) The phrase "substantially complete", "substantial completion" or words to that effect as used herein shall mean the stage in the progress of the Developers' construction of the Sewer Improvements when the Sewer Improvements are sufficiently complete in accordance with this Agreement so that the Sewer Improvements are or can be, immediately and with no additional action, utilized for the purpose of providing sanitary sewer service to, among other areas,the Tracts as provided herein. (f) Notwithstanding anything contained herein to the contrary, performance by any Developer of any of the Developer's(s') duties and obligations hereunder shall be deemed to be performance by all of the Developers hereunder and shall satisfy the obligations of, and cure any default by, any of the other Developers hereunder with respect to such duty, obligation or default,whichever applies. (g) In the event Town fails to comply with the terms and conditions of this Agreement, Developers may seek specific enforcement of this Agreement as their sole and exclusive remedy. 5. Limitation of Liability. Except as provided herein, the parties agree and acknowledge that the Town shall not, under any circumstance, be required to tender, and/or be liable to any Developer for, any reimbursement of and/or payment of any monies with regard to the Sewer Improvements, save and except (i) granting and honoring the limitation on, and the credit against 8 \\Bdnt-fsl\wpprolaw\3012.003\123758 22.doc Last Revised: 12/19/06 and/or reduction and satisfaction of, Sewer Impact Fees and Construction Fees as described in Paragraph 3(c) above, and (ii) releasing the Escrowed Funds pursuant to Paragraph 3(h) hereof. The Sewer Impact Fees credits and Construction Fee credits described above are not transferable to any other property and/or subsequent owner(s) of the respective Tracts, except as specifically provided in Paragraph 24 below. 6. Covenant Running with Land. This Agreement shall be a covenant running with the land and the Property. 7. Limitations of Agreement. The parties hereto acknowledge that this Agreement is limited to (a) Sewer Impact Fees created by the Impact Fee Ordinance and (b)Construction Fees created and/or assessed pursuant to Town Ordinance No. 03-05, as they relate to the construction of the Sewer Improvements and other improvements on the Tracts. Town ordinances covering property taxes, utility rates, permit fees, inspection fees, development fees, thoroughfare and water impact fees, tap fees, pro-rata fees and the like are not affected by this Agreement except as expressly provided herein. Further, this Agreement does not waive or limit any of the obligations of Developers, individually or collectively, to Town under any other ordinance whether now existing or in the future arising. 8. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States mail, addressed to the party to be notified, postage pre-paid and registered or certified with return receipt requested, or by delivering the same in person to such party via facsimile or a hand—delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same to the addressee thereof. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall be as follows: If to Saddle Creek, addressed to it at: Saddle Creek Investments,Ltd._ c/o BTB Development, Inc. 17300 Dallas Parkway, Ste. 3110 Dallas, Texas 75248 Attention: Brad T. Burns Telephone: (972) 931-9585 Facsimile: (972) 931-9921 Email: bburns9771(a,aol.com 9 \\Bdnt-fsl\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 . With a copy to: Cleburne Smith 3532 Interlaken Drive Plano, Texas 75075 Telephone: (214) 695-0458 Facsimile: (972) 612-2520 Email: cleburnesmithjrna,aol.com With a copy to: Bellinger McManemin DeWolf LLP 10,000 North Central Expressway, Suite 900 Dallas, Texas 75231 Attention: Glen A. Bellinger,Esq. Telephone: (214) 954-9540 Facsimile: (214) 954-9541 Email: gbellinger(a,bd-law.com If to Ariana, addressed to it at: Axxium Land Development 16990 Dallas Parkway, Suite 101 Dallas, Texas 75248 Attention: Ali A. Mantgeghi Telephone: (214)682-8272 Facsimile: (972) 931-3450 Email: axxiumAsbcglobal.net With a copy to: Webb Consulting Group, Inc. 6324 Bandera Avenue, Suite D Dallas,Texas 75225 Attention: Mark C. Webb, P.E. Telephone: (214) 682-2045 Facsimile: (214) 696-3282 Email: mcw5(a,sbcglobal.net If to Shaddock, addressed to it at: Shaddock Developers, Ltd. 2400 Dallas Parkway, Suite 560 Plano,Texas 75093 Attention: William Shaddock Telephone: (972) 985-9009 Facsimile: (972) 985-9009 Email: wshaddock(a,shaddockdev.com 10 \\Bdnt-fsl\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 With a copy to: Ryan Griffin Griffin&Brantley,LLC 6991 Main Street Frisco, Texas 75034 Telephone: (214) 975-0842 Facsimile: (214) 975-0841 Email: ryan@griffinbrantley.com If to Town, addressed to it at: Mr. Doug Mousel Town Administrator P. O. Box 307 Prosper, Texas 75078 Telephone: (972)346-2640 (ext. 812) Facsimile: (972) 347-2111 Email: doug mouselAprospertx.gov With a copy to: Abernathy,Roeder,Boyd& Joplin,P.C. 1700 Redbud Blvd, Suite 300 McKinney,Texas 75069 Attention: Rebecca Brewer Telephone: (214) 544-4000 Facsimile: (214) 544-4040 Email: rbrewer(a,abernathy-law.com 9. INDEMNIFICATION. EACH DEVELOPER, INDIVIDUALLY AND ON BEHALF OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, CONTRACTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, DOES HEREBY AGREE TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TOWN AND ITS TOWN COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, INJURIES (INCLUDING DEATH), CLAIMS, PROPERTY DAMAGES (INCLUDING LOSS OF USE), LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE 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 THE APPLICABLE DEVELOPER, ITS OFFICERS, DIRECTORS, PARTNERS CONTRACTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, TRUSTEES, SUBCONTRACTORS, LICENSEES, INVITEES OR ANY OTHER THIRD PARTIES FOR WHOM SUCH DEVELOPER IS LEGALLY RESPONSIBLE, IN ITS/THEIR PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, THE CONSTRUCTION OF THE SEWER IMPROVEMENTS, IN WHOLE OR IN PART, REGARDLESS OF THE JOINT OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF TOWN (HEREINAFTER"CLAIMS"). THIS INDEMNIFICATION PROVISION AND THE USE OF THE TERM"CLAIMS"IS ALSO SPECIFICALLY INTENDED TO APPLY TO,BUT NOT LIMITED 11 \\Bdnt-fs l\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 • TO, ANY AND ALL CLAIMS, WHETHER CIVIL OR CRIMINAL, BROUGHT AGAINST TOWN BY ANY GOVERNMENT AUTHORITY OR AGENCY RELATED TO ANY PERSON PROVIDING SERVICES UNDER THIS AGREEMENT THAT ARE BASED ON ANY FEDERAL IMMIGRATION LAW AND ANY AND ALL CLAIMS, DEMANDS, DAMAGES, ACTIONS AND CAUSES OF ACTION OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, EXISTING OR CLAIMED TO EXIST, RELATING TO OR ARISING OUT OF ANY EMPLOYMENT RELATIONSHIP BETWEEN ANY DEVELOPER AND ITS EMPLOYEES OR SUBCONTRACTORS AS A RESULT OF THAT SUBCONTRACTOR'S OR EMPLOYEE'S EMPLOYMENT AND/OR SEPARATION FROM EMPLOYMENT WITH THE DEVELOPER, INCLUDING BUT NOT LIMITED TO, ANY DISCRIMINATION CLAIM BASED ON SEX, SEXUAL ORIENTATION OR PREFERENCE, RACE, RELIGION, COLOR, NATIONAL ORIGIN, AGE OR DISABILITY UNDER FEDERAL,STATE OR LOCAL LAW, RULE OR REGULATION,AND/OR ANY CLAIM FOR WRONGFUL TERMINATION,BACK PAY,FUTURE WAGE LOSS,OVERTIME PAY, EMPLOYEE BENEFITS,INJURY SUBJECT TO RELIEF UNDER THE WORKERS' COMPENSATION ACT OR WOULD BE SUBJECT TO RELIEF UNDER ANY POLICY FOR WORKERS COMPENSATION INSURANCE, AND ANY OTHER CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE. IN THIS CONNECTION, EACH DEVELOPER, INDIVIDUALLY AND ON BEHALF OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS,CONTRACTORS,EMPLOYEES,REPRESENTATIVES,AGENTS,SUCCESSORS,ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, AGREE TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TOWN, ITS TOWN COUNCIL MEMBERS, OFFICERS,AGENTS, REPRESENTATIVES AND EMPLOYEES, FOR THE TOWN'S, ITS TOWN COUNCIL MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES AND/OR EMPLOYEES,OWN NEGLIGENCE,IN WHATEVER FORM,ARISING OUT OF ANY ACT OR OMISSION, TAKEN OR FAILED TO BE TAKEN BY THE TOWN, RELATING IN ANY MANNER TO THIS AGREEMENT, IN WHOLE OR IN PART, REGARDLESS OF CAUSE OR ANY CONCURRENT OR CONTRUBUTING FAULT OR NEGLIGENCE OF TOWN. EACH DEVELOPER IS EXPRESSLY REQUIRED TO DEFEND TOWN AGAINST ALL SUCH CLAIMS,AND TOWN IS REQUIRED TO REASONABLY COOPERATE AND ASSIST DEVELOPER IN PROVIDING SUCH DEFENSE.; PROVIDED, HOWEVER, IF A COURT OF COMPETENT JURISDICTION SIGNS A JUDGMENT THAT BECOMES FINAL AND NON-APPEALABLE, DETERMINING THAT TOWN (WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY) HAS JOINT, CONCURRENT OR SOLE NEGLIGENCE FOR THE CLAIMS,IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS(THE "JUDGMENT"),THEN DEVELOPER IS NOT REQUIRED TO INDEMNIFY OR DEFEND TOWN TO THE EXTENT OF THE NEGLIGENCE APPORTIONED TO TOWN FOR EACH CAUSE(S) OF ACTION IDENTIFIED IN THE JUDGMENT. IN THE EVENT THE JUDGMENT PROVIDES THAT TOWN IS JOINTLY, CONCURRENTLY, OR SOLELY NEGLIGENT FOR THE CLAIMS REFERRED TO THEREIN, TOWN AGREES TO REIMBURSE DEVELOPER FOR ALL REASONABLE AND NECESSARY COSTS INCURRED AND PAID BY DEVELOPER THAT ARE ATTRIBUTABLE TO TOWN'S PERCENTAGE OF JOINT, CONCURRENT, OR SOLE NEGLIGENCE, AS SET FORTH IN THE JUDGMENT, INCLUDING REASONABLE AND NECESSARY ATTORNEY'S FEES AND EXPENSES, WHICH REIMBURSEMENT SHALL BE MADE TO DEVELOPER WITHIN ONE HUNDRED TWENTY (120) DAYS OF THE DATE OF THE JUDGMENT. IN ITS SOLE DISCRETION, TOWN SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS/THEIR 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 ANY DEVELOPER'S OBLIGATION TO DEFEND TOWN OR AS A WAIVER OF ANY DEVELOPER'S OBLIGATION TO INDEMNIFY TOWN PURSUANT TO THIS 12 \\Bdnt-fs 1\wpprolaw\3012.003\123 75 8_22.doc Last Revised: 12/19/06 AGREEMENT. DEVELOPER 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 ANY DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, TOWN SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND DEVELOPER SHALL BE LIABLE FOR ALL REASONABLE COSTS INCURRED BY TOWN. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 10. PARTIES' ACKNOWLEDGMENT OF TOWN'S COMPLIANCE WITH FEDERAL AND STATE CONSTITUTIONS, STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL ORDINANCES, RULES AND REGULATIONS/DEVELOPERS' WAIVER AND RELEASE OF CLAIMS FOR OBLIGATIONS IMPOSED BY THIS AGREEMENT. (A) EACH OF THE DEVELOPERS ACKNOWLEDGES AND AGREES THAT: (I) THE SEWER IMPROVEMENTS TO BE CONSTRUCTED AND/OR PAID FOR BY SUCH DEVELOPER AND/OR THE FEES TO BE IMPOSED BY TOWN REGARDING THE DEVELOPER'S TRACT, IN WHOLE OR IN PART, DO NOT CONSTITUTE A: TAKING UNDER THE TEXAS OR UNITED STATES CONSTITUTION; VIOLATION OF THE TEXAS WATER CODE, AS IT EXISTS OR MAY BE AMENDED; NUISANCE;AND/OR 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. (II) THE AMOUNT OF EACH DEVELOPER'S FINANCIAL OR INFRASTRUCTURE CONTRIBUTION (AFTER RECEIVING ALL CONTRACTUAL OFFSETS, CREDITS AND REIMBURSEMENTS, IF ANY) AGREED TO IN THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE DEMAND THAT SUCH DEVELOPER'S DEVELOPMENT OF ITS TRACT PLACES ON THE SANITARY SEWER SYSTEM OF TOWN. (III) EACH DEVELOPER HEREBY AGREES THAT ANY PROPERTY WHICH IT CONVEYS TO TOWN PURSUANT TO THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE BENEFIT RECEIVED BY DEVELOPER FOR SUCH LAND,AND DEVELOPER HEREBY WAIVES ANY CLAIM THEREFOR THAT IT MAY HAVE. EACH DEVELOPER FURTHER ACKNOWLEDGES AND AGREES THAT ALL PREREQUISITES TO SUCH A DETERMINATION OF ROUGH PROPORTIONALITY HAVE BEEN MET,AND THAT ANY VALUE RECEIVED BY TOWN RELATIVE TO SAID CONVEYANCE ARE RELATED BOTH IN NATURE AND EXTENT TO THE IMPACT OF THE DEVELOPMENT OF EACH DEVELOPER'S ADJACENT PROPERTY ON TOWN'S INFRASTRUCTURE. EACH DEVELOPER AND TOWN FURTHER AGREE TO WAIVE AND RELEASE 13 \\Bdnt-fsl\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 1 1 ALL CLAIMS ONE MAY HAVE AGAINST THE OTHER RELATED TO ANY AND ALL ROUGH PROPORTIONALITY AND INDIVIDUAL DETERMINATION REQUIREMENTS MANDATED BY THE UNITED STATES SUPREME COURT IN DOLAN V. CITY OF TIGARD, 512 U.S. 374 (1994), AND ITS PROGENY, AS WELL AS ANY OTHER REQUIREMENTS OF A NEXUS BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF THE PUBLIC INFRASTRUCTURE. (IV) DEVELOPER SHALL INDEMNIFY AND HOLD HARMLESS TOWN FROM ANY CLAIMS AND SUITS OF THIRD PARTIES CLAIMING, THROUGH OR UNDER SUCH DEVELOPER, INCLUDING BUT NOT LIMITED TO SUCH DEVELOPER'S RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, AND/OR TRUSTEES, BROUGHT PURSUANT TO THIS PARAGRAPH. (B) EACH DEVELOPER RELEASES TOWN FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED ON EXCESSIVE OR ILLEGAL EXACTIONS. (C) EACH DEVELOPER WAIVES ANY CLAIM FOR DAMAGES AND/OR REIMBURSEMENT AGAINST TOWN FOR A VIOLATION OF ANY FEDERAL AND/OR STATE CONSTITUTION, STATUTE AND/OR CASE LAW AND/OR FEDERAL, STATE AND/OR LOCAL ORDINANCE,RULE AND/OR REGULATION. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 11. Vested Rights/Chapter 245 Waiver. Except as otherwise provided and/or modified herein, the signatories hereto shall be subject to all ordinances of Town, whether now existing or in the future arising. This Agreement shall confer no vested rights on the Property, or any portion thereof, unless specifically enumerated herein. In addition, nothing contained in this Agreement shall constitute a"permit" as defined in Chapter 245, Texas Local Government Code, and nothing in this Agreement provides Town with fair notice of any Developer's project. EACH DEVELOPER WAIVES ANY STATUTORY CLAIM UNDER CHAPTER 245 OF THE TEXAS LOCAL GOVERNMENT CODE UNDER THIS AGREEMENT. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 12. Attorney's Fees. In any legal proceeding brought to enforce the terms of this Agreement, including but not limited to, a proceeding brought pursuant to Paragraphs 4, 9 and 10 above, the prevailing party may recover its reasonable and necessary attorneys' fees from the non-prevailing party as permitted by Section 271.159 of the Texas Local Government Code, as it exists or may be amended. 13. Incorporation of Recitals. The representations, covenants and recitations set forth in the foregoing recitals of this Agreement are true and correct and are hereby incorporated into the body of this Agreement and adopted as findings of Town and the authorized representatives of each Developer. 14 \\Bdnt-fs 1\wpprol aw\3012.003\123758_22.doc Last Revised: 12/19/06 14. Developers' Warranties/Representations. All warranties, representations and covenants made by each Developer in this Agreement or in any certificate or other instrument delivered by any Developer to Town under this Agreement shall be considered to have been relied upon by Town and will survive the satisfaction of any fees under this Agreement, regardless of any investigation made by Town or on Town's behalf. 15. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by the mutual written agreement of the parties hereto. 16. Venue. This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County,Texas. 17. Consideration. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration,the sufficiency of which is forever confessed. 18. Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. A facsimile signature will also be deemed to constitute an original if properly executed. 19. 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. 20. Savings/Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 21. 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. 22. Sovereign Immunity. The parties agree that Town has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. 23. No Third Party Beneficiaries. Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the parties do not intend to create any third party beneficiaries by entering into this Agreement. 24. Assignment/Binding Effect. This Agreement is assignable by each of the Developers to the successors of such Developer's Tract upon the following conditions: 15 \\Bdnt-fsl\wpprolaw\3012.003\123758 22.doc Last Revised: 12/19/06 (a) The assignment of this Agreement must be evidenced by a recordable document. If the proposed assignment occurs before the Escrowed Fees are deposited with the Town as provided in Paragraph 3(h) hereof, the recordable document referred to in this Paragraph 24(a) is subject to the approval of Town, which approval shall not be unreasonably withheld or delayed. (b) At the time of any assignment, the assigning Developer must give the assignee written notice that any and all obligations, covenants and/or conditions contained in the Agreement will be assumed solely and completely by the assignee. If the proposed assignment occurs before the Escrowed Fees are deposited with the Town as provided in Paragraph 3(h) hereof, the notice provided pursuant to this Paragraph 24(b) is subject to the approval of Town,which approval shall not be unreasonably withheld or delayed. (c) The assigning Developer will file any executed assignment in the Land Records of Collin County, Texas. (d) The assigning Developer shall provide Town with the name, address, phone number, fax number and the name of a contact person for the assignee. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective officers, directors, partners, employees, representatives, agents, vendors, grantees and/or trustees, heirs, executors, administrators, legal representatives, successors and assigns, as authorized herein. 25. Indemnification. The parties agree that the Indemnity provisions set forth in Paragraphs 9 and 10 herein are conspicuous, and the parties have read and understood the same. 26. Construction. Each Developer, its officers, partners, directors, employees, representatives, agents, successors, assignees, vendors, grantees, and/or trustees, shall be subject to all ordinances of Town, including but not limited to, ordinances relating to construction of the Sewer Improvements, whether now existing, hereafter amended or in the future arising, except as otherwise provided and/or modified herein. 27. Conveyances. All conveyances required herein shall be made in a form acceptable to the Town and free and clear of any and all encumbrances. 28. 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. 29. Reference to Developer/Developers. When referring to "Developer" and/or "Developers" herein, such reference shall mean the Developers, individually and collectively, except to extent set forth in Paragraphs 9 and 10 hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 16 \\Bdnt-fs l\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 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: SADDLE CREEK: TOWN OF PROSPER,TEXAS SADDLE CREEK INVESTMENTS, LTD., a Texas limited partnership By: By: BTB DEVELOPMENT, INC., Char N S Q a Texas corporation, W nyr ctyo r General Partner / Date: S O 7 By: Oro' Brad T. B s, President Date: /2/ O ARIANA: SHADDOCK: AXXIUM LAND DEVELOPMENT,LLC, SHADDOCK DEVELOPERS, LTD., a Texas limited liability company a Texas limited partnership By: SHADDOCK DEVELOPMENT By: COMPANY, Ali A. Mantgeghi,Principal a Texas corporation, its General Partner Date: By: William C. Shaddock, - President Date: 17 \\Bdnt-fs l\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 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: SADDLE CREEK: TOWN OF PROSPER, TEXAS SADDLE CREEK INVESTMENTS, LTD., a Texas limited partnership By: By: BTB DEVELOPMENT, INC., Doug Mousel, Town Administrator a Texas corporation, General Partner Date: By: Brad T. Burns, President Date: ARIANA: SHADDOCK: AXXIUM LAND DEVELOPMENT,LLC, SHADDOCK DEVELOPERS, LTD., a Texas limited liability company a Texas limited partnership By: SHADDOCK DEVELOPMENT By: COMPANY, Ali A. Mantgeghi, nn al a Texas corporation, its General Partner Date: /2/ZZ B45 By: William C. Shaddock, President Date: 17 \\Bdnt-fs 1\wpprolaw\3012.003\123 758_22.doc Last Revised: 12/19/06 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: SADDLE CREEK: TOWN OF PROSPER, TEXAS SADDLE CREEK INVESTMENTS,LTD., a Texas limited partnership By: By: BTB DEVELOPMENT,INC., Doug Mousel, Town Administrator a Texas corporation, General Partner Date: By: Brad T. Burns, President Date: ARIANA: SHADDOCK: AXXIUM LAND DEVELOPMENT, LLC, SHADDOCK DEVELOPERS,LTD., a Texas limited liability company a Texas limited partnership By: SHADDOCK DEVELOPMENT By: COMPANY, Ali A. Mantgeghi, Principal a Texas corporation, its General Partner Date: By: Willi C. Shad k, Presiden Date: 22 17 \\Bdnt-fs 1\wpprolaw\3 012.003\123758_22.doc Last Revised: 12/19/06 STATE OF TEXAS § COUNTY OF Oal,�,r6 § BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared Brad T. Burns, the President of BTB Development, Inc., a Texas corporation, as General Partner of Saddle Creek Investments, Ltd., a Texas limited partnership, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf of said partnership. , GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ' / day of December, 2006. : , AHREN L. HEMBERGER .* '^= Notary Public,State of Texas My Commission Expires ••: . January 16,2008 - - Not Public i and for the State of Texas My Commission Expires: STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared Ali A. Mantgeghi, Principal of Axxium Land Development, LLC, a Texas limited liability company, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of December, 2006. Notary Public in and for the State of Texas My Commission Expires: 18 \\Bdnt-fs l\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared Brad T. Burns, the President of BTB Development, Inc., a Texas corporation, as General Partner of Saddle Creek Investments, Ltd., a Texas limited partnership, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf of said partnership. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of December, 2006. Notary Public in and for the State of Texas My Commission Expires: STATE OF TEXAS § COUNTY OF BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared Ali A. Mantgeghi, Principal of Axxium Land Development, LLC, a Texas limited liability company, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this c day of December, 2006. -1/ 2.. /-/. rotary Public in d r e S e of Texas My Commission Expires: 18 \\Bdnt-fs 1\wppro law\3012.003\123758_22.doc Last Revised: 12/19/06 STATE OF TEXAS II § Cp 1 l §COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared William C. Shaddock, President of Shaddock Development Company, a Texas corporation, general partner of Shaddock Developers, Ltd., a Texas limited partnership, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed on behalf of said limited partnership and corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this Z2(40day of December, 2006. • I rn� Notary Publi in and for the State of Texas M ppy `S Iick Notary Public,State of Texas /\ rz My Commission Expires May 28.200a STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared Cha r(e s Nt Si,v a ng er 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. �a,,c11h�nrLi fi GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of�z , 209E 2.001 111 _11.I_ No ary ' blic in and for the tate of Texas My Commission Expires: 10130101 ppugtac C.Moueei •My Commission Expires October 30,2007 19 \\Bdnt-fs l\wpprolaw\3012.003\123 758_22.doc Last Revised: 12/19/06 EXHIBIT A LEGAL DESCRIPTION AND/OR DEPICTION OF THE SADDLE CREEK TRACT BEING a tract of land located in the S. RICE SURVEY, ABSTRACT NO. 787, Town of Prosper, Collin County, Texas and being part of a tract of land described in Deed to Saddle Creek Investments, Ltd., recorded in Document Number 20061025001532680, Deed Records, Collin County, Texas and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found in the North right-of-way line of County Road Number 48, a variable width right-of-way, at the Southwest corner of said Saddle Creek tract; THENCE North 00 degrees 25 minutes 05 seconds West, a distance of 1,722.77 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "RPLS 4613" found at the Northwest corner of said Saddle Creek tract; THENCE South 89 degrees 33 minutes 52 seconds East, a distance of 2,542.40 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "RPLS 4613" found in the West right-of-way line of Preston Road (State Highway No. 289), a variable width right-of-way, at the Northeast corner of said Saddle Creek tract; THENCE South 01 degrees 24 minutes 51 seconds West, along said West right-of-way line, a distance of 660.10 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set for corner; THENCE North 89 degrees 33 minutes 52 seconds West, leaving said West right-of-way line, a distance of 652.11 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set for corner; THENCE South 00 degrees 26 minutes 08 seconds West, a distance of 1,026.02 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set for corner in said North right-of-way line; THENCE South 89 degrees 11 minutes 13 seconds West, along said North right-of-way line, a distance of 1,645.54 feet to a 5/8 inch iron rod found for corner; THENCE North 89 degrees 45 minutes 29 seconds West, continuing along said North right-of- way line, a distance of 208.21 feet to the POINT OF BEGINNING and containing 83.059 acres of land, more or less. 20 \\Bdnt-fs 1\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 i 1 EXHIBIT B LEGAL DESCRIPTION AND/OR DEPICTION OF THE SHADDOCK TRACT BEING a 144.76 acre tract of land situated in COLLIN COUNTY SCHOOL LAND SURVEY, ABSTRACT NO. 147, County of Collin, Texas and being part of a tract of land described in Shaddock Developers LTD recorded in Volume 5826, Page 13, Deed Records, Collin County, Texas being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found in the centerline of Business 289 and being the northwest corner of a called 77.8673 acre tract of land described in a deed to Axxium Land Development LLC recorded in County Clerk's No. 2004-0179042, Deed Records, Collin County, Texas and being in the northeast corner of a called 1.00 acre tract of land described in deed to Kent & Donna Elliott recorded in County Clerk's No. 97-0094229, Deed Records, Collin County, Texas and the southwest corner of a called 3.76 acre tract of land described in a deed to Lakes of Prosper LTD. recorded in Volume 5372, Page 6921, Deed Records, Collin County, Texas; THENCE North 01 degrees 11 minutes 17 seconds West, along said centerline of Business 289 and the westerly line of said 3.76 acre tract a distance of 1316.36 feet to a 1/2 inch iron rod set with cap stamped "SPIARSENG" for corner; THENCE North 88 degrees 56 minutes 36 seconds East a distance of 9.60 feet to a 1/2 inch iron rod found for corner; THENCE North 01 degrees 00 minutes 41 seconds West a distance of 149.30 feet to a 1-1/2 inch iron pipe found for corner in the easterly right of way line of Burlington Northern Railroad (100' Right of Way); THENCE North 10 degrees 47 minutes 02 seconds East a distance of 676.03 feet to a 1/2 inch iron rod set with cap stamped "SPIARSENG" for corner and being the beginning of a non- tangent curve to the left whose chord bears South 17 degrees 10 minutes 15 seconds East a distance of 312.44 feet; THENCE in a southeasterly direction along said curve to the right having a central angle of 56 degrees 30 minutes 25 seconds, a radius of 330.02 feet, an arc distance of 325.48 feet to a 1/2 inch iron rod set with cap stamped "SPIARSENG" for corner; THENCE South 45 degrees 25 minutes 31 seconds East a distance of 85.96 feet to a 1/2 inch iron rod set with cap stamped "SPIARSENG" for corner and the beginning of a non-tangent curve to the right whose chord bears North 65 degrees 56 minutes 26 seconds East for a distance of 820.63 feet; THENCE in a northeasterly direction along said curve to the right having a central angle of 46 degrees 00 minutes 21 seconds , a radius of 1050.00 feet, an arc distance of 843.10 feet to a 1/2 inch iron rod set with cap stamped"SPIARSENG" for corner; 21 \\B dnt-fs 1\wppro l aw\3 012.003\123 7 5 8_22.d oc Last Revised: 12/19/06 THENCE North 88 degrees 56 minutes 36 seconds East a distance of 1611.96 feet to a 1/2 inch iron rod set with cap stamped "SPIARSENG" for corner in the easterly line of a called 89.563 acre tract of land described in a deed to Mike Henneman and Lisa Henneman recorded in County Clerk's No. 93-0097093, Deed Records, Collin County, Texas; THENCE South 00 degrees 44 minutes 00 seconds East, along said easterly line of said 89.563 acre tract, passing at a distance of 143.83 feet the northwest corner of a called 59.56 acre tract of land described in a deed to Richard Taylor recorded in County Clerk's No. 94-0045991, Deed Records, Collin County, Texas and continuing for a total distance of 830.01 feet to a 1/2 inch iron rod found for corner; THENCE along the easterly line of said 59.56 acre tract of land as follows: North 90 degrees 00 minutes 00 seconds East a distance of 40.49 feet to a 1/2 inch iron rod found for corner; South 00 degrees 41 minutes 43 seconds East a distance of 480.15 feet to a 1/2 inch iron rod found for corner; THENCE North 89 degrees 51 minutes 19 seconds East along the southerly line of said 59.56 acre tract, a distance of 2507.42 feet to a 1/2 inch iron rod found for corner in the westerly right of way line of Preston Road (variable width right of way); THENCE South 01 degrees 37 minutes 11 seconds East, along said westerly right of way line of Preston Road, a distance of 63.05 feet to a 1 wood monument found for corner; THENCE South 00 degrees 50 minutes 02 seconds West, continuing along said westerly right of way line of Preston Road, a distance of 287.01 feet to a 1/2 inch iron rod found for the northerly line of a tract of land described in a deed to James W. Shanahan recorded in Volume 5060, Page 2434, Deed Records, Collin County, Texas; THENCE South 89 degrees 51 minutes 19 seconds West, along said northerly line of said Shanahan tract, a distance of 2542.40 feet to a 1/2 inch iron rod found for corner; THENCE South 00 degrees 59 minutes 54 seconds East, along the westerly line of said Shanahan tract, a distance of 437.46 feet to a 1/2 inch iron rod found for the northwest corner of a called 77.8373 acre tract of land described in a deed to Axxium Land Development LLC, County Clerk's No. 2004-0179042, Deed Records, Collin County, Texas; THENCE along the northerly line of said Axxium Land Development LLC tract as follows: South 89 degrees 26 minutes 50 seconds West a distance of 186.59 feet to a 1/2 inch iron rod found for corner; South 89 degrees 26 minutes 50 seconds West a distance of 6.18 feet to a 1/2 inch iron rod found for corner; 22 \\Bdnt-fs 1\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 1 South 89 degrees 04 minutes 18 seconds West a distance of 215.60 feet to a 1/2 inch iron rod found for corner; South 89 degrees 34 minutes 05 seconds West a distance of 325.90 feet to a 1/2 inch iron rod found for corner; South 88 degrees 55 minutes 27 seconds West a distance of 432.32 feet to a 1/2 inch iron rod found for corner; South 88 degrees 52 minutes 26 seconds West a distance of 409.81 feet to a 1/2 inch iron rod found for corner; South 89 degrees 35 minutes 50 seconds West a distance of 608.01 feet to a 1/2 inch iron rod found for corner; South 88 degrees 51 minutes 29 seconds West a distance of 463.74 feet to the POINT OF BEGINNING and containing a computed area of 144.76 acres or 6,305,737 square feet of land. 23 \\Bdnt-fs l\wpprolaw\3 012.003\123758_22.doc Last Revised: 12/19/06 EXHIBIT C LEGAL DESCRIPTION AND/OR DEPICTION OF THE ARIANA TRACT SITUATED in Collin County, Texas, in the Collin County School Land Survey, Abstract No. 147 being a resurvey of part of the 80.737 acres of land described in a deed from Sara K. Johnson, et al to Donald E. Godwin and wife, Carmen Q. Godwin dated July 15, 1999, recorded in Volume 4459, Page 2228, being described by metes and bounds as follows: BEGINNING at an iron pin found beside a corner post at the northeast corner of said 80.737 acre tract, in the west line of the James W. Shanahan 119.4658 acres, Ref. V. 5060, P. 2434 and at the southeast corner of the James W. Shanahan 80 acres, Ref. V. 5060, P. 2434; Thence south 1°01'11"East, 1284.18 feet with the east line of said 80.737 acre tract, the west line of said 119.4658 acre tract and with a fence to an iron pin found beside a corner post at the northeast corner of the Collin County 2.8697 acres R.O.W., Ref. V. 4967, P. 951, in the east line of said 80.737 acre tract and in the west line of said 119.4658 acre tract; Thence westerly with the north right-of-way line of County Road No. 48 and with the north line of said 2.8697 acre tract as follows: South 89°38'20"West, 1058.58 feet to an iron pin found; South 89°06'23"West, 1586.27 feet to a PK nail found in the center of Stale Highway 289 Business, at the northwest corner of said 2.8697 acre tract, in the west line of said 80.737 acre tract and in the east line of the Peggy Heist 0.8638 acre, Ref. V. 4847, P. 3389; Thence north 1°08.44"West, 1278.15 feet with the center of said Hwy 289 Business, with the west line of said 80.737 acre tract and with the east line of said 0.8638 acre, the east line of the W. H. Perry 1.49 acres, Ref. Doc. No. 94-00314272, the east line of the Peggy Heist 1.174 acres, Ref. V. 5140, P. 3118, the Peggy Heist 1.174 acres, Ref. V. 1520, P. 789, the east line of the Thomas Bull 2.8 acres, Ref V. 4489, P. 1938, the east line of the John H. Hill 0.727 acre, Ref. V. 4581, P. 1888, the east line of the Gary James 0.891 acre, Ref Doc. No. 92-0042544 and the 0.172 acre, Ref. V. 3252, P. 651 and the east line of the Kent W. Elliott 1 acre, Ref Doc. No. 97- 0094229 to an iron pin found at the northwest corner of said 80.737 acre tract, the northeast corner of said Elliott 1 acre, the southeast corner of the Prosper West Partnership 101.953 acres, Ref V. 4977, P. 2284 and at the southwest corner of said James W. Shanahan 80 acres; Thence easterly with the north line of said 80.737 acre tract, the south line of said Shanahan 80 acres and with an old fence and/or the evidence of an old fence as follows: North 88°51'29"East, 463.74 feet;North 89°35'50"East, 608.01 feet; North 88°52'26"East, 409.81 feet;North 88°55'27"East, 432.32 feet; North 89°34.05"East, 325.9 feet;North 89°04'18"East, 215.6 feet; North 89°26'50"East, 192.27 feet to the PLACE OF BEGINNING and containing 77.697 acres of land. 24 \\Bdnt-fs 1\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 I • EXHIBIT D DEPICTION OF THE LOCATION OF THE SEWER IMPROVEMENTS AND THIRD PARTY SEWER IMPROVEMENT EASEMENTS [See attached] 25 \\Bdnt-fsl\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 1 , I g/ _ I Yn E JEP .19.': . EED &1i:4 IliidiiIr 111 1 w�•ao h liFA:fi,...i' ;.A r- 1 �= _, N ."_uuuu,, i _: WER ouNAx rum Iltili' _I,.',',,,,.•��: . _1 LOC/)TION MJIP 111 WOO II1111IJIttiEI -. ,::� 1, � II!IEfIiI It w.tte 110 Eno `�l ROS1.1 1.o le men min _■■u. IAPPROII J t'Rel Phi..-E ■—J", re El IME1111111111 _ -,289 ILAIIIMEN mom MAI:t. 44,/ Ai Om I `� YM/A, Oil I HL . Elm mug AMPINI...__,_, .. mentryir — ..,,, Ab, , e E I iiiiiftammur XUPE WYSe P SUPPLY CpYPM,Y 11 $•(AL$.FEiri . ti11lROA1D CENTIN Nave I i9 WASTEWATER TREATMENTPACIIJTY oWNaEPWONPe SANITARY SEWER EXHIBIT TOWN OF PROSPER, COLLIN COUNTY, TEXAS 8H.A000CK DEVELOPER,I.TO. NPIARS P.NCINEF..RING,INC. __ __ __ J.aE 7wr 10721 sni IEo IEEEYu-S.m lwy a.umn EXHIBIT E SCHEDULE OF SEWER IMPACT FEE RATES Projected Escrowed Escrowed Sewer Impact Number Sewer Impact Construction Fee Rates of Lots Fees Fees Total Saddle Creek $1,977.00/per 188 Lots $371,676.00 $136,382.71 $508,058.71 Tract Lot Shaddock $1,426.00/per 241 Lots $505,780.00 $136,382.71 $642,162.71 Tract Lot $1,977.00/per 82 Lots Lot Ariana Tract $1,426.00/per 202 Lots $288,052.00 $136,382.71 $424,434.71 Lot $1,165,508.00 $409,138.13 $1,574,656.10 26 \\B dnt-fs 1\wppro l aw\3 012.003\123 75 8_22.do c Last Revised: 12/19/06 EXHIBIT F ESTIMATED SEWER IMPROVEMENT COSTS FOR LINE A 0 3,1 3' 1 3 a 3 ' ' ,,..'Description Unit Quantity Unit Price t its Clearing & Grubbing along Proposed Sanitary Sewer Easement LS 1 $ 10,000.00 $ 10,000.00 10" PVC Sewer Line (SDR-26) LF 89 $ 33.10 $ 2,945.90 27" PVC Sewer Line (F679) LF 4,875 $ 104.00 $ 507,000.00 30" PVC Sewer Line (F679) LF 2,014 $ 116.00 $ 233,624.00 5' Dia. M.H. EA _ 18 $ 5,440.00 $ 97,920.00 5' Dia. M.H. with Drop Connection EA 1 $ 5,330.00 $ 5,330.00 6' Dia. M.H. with Drop Connection EA 1 $ 8,450.00 $ 8,450.00 Connect to Existing Manhole at WWTP EA 1 $ 680.00 $ 680.00 Connect Existing Sanitary Sewer to proposed MH EA 3 $ 500.00 $ 1,500.00 Sawcut, Remove & Replace Concrete Paving LF 353 $ 94.00 $ 33,182.00 Abandon 12" Sewer Line & Fill with Concrete LF 3,405 $ 7.90 $ 26,899.50 Boring & 42" Encasement for 27" Line LF 298 $ 618.00 $ 184,164.00 42" Casing for 27" Sewer Line LF 17 $ 226.00 $ 3,842.00 Relocate Telephone Pedestal LS 1 $ 1,000.00 $ 1,000.00 Remove & Replace 6' Chain Link Fence LF 100 $ 16.50 $ 1,650.00 Remove & Replace Wire Fence LF 40 $ 4.40 $ 176.00 Trench Safety (60%) LS 1 $ 330.00 $ 330.00 Sanitary Sewer Line Testing & TV Insp. LF 6,978 $ 1.00 $ 6,978.00 Subtotal $ 1,112,725.50 Easement Preparation (3) $ 2,100.00 27 \\Bdnt-fs 1\wpprol aw\3012.003\123758_22.doc Last Revised: 12/19/06 Legal & Project Management Fees (3.5%) $ 38,945.39 Engineering & Construction Staking (10%) $ 111,272.55 TOTAL $ 1,265,043.44 Notes: Assumes all trenching can be accomplished with trackhoe. Pricing is based on current unit prices obtained from KCK Utility Construction, Inc. Assumes all Sanitary Sewer Easements are obtained at no cost. Assumes Sanitary Sewer Line will travel along the North Side of Prosper Trail. 28 \\Bdnt-fs l\wppro law\3012.003\123 758_22.doc Last Revised: 12/19/06 ESTIMATED SEWER IMPROVEMENT COSTS FOR LINE B Description, Unit Quantity Unit Price, Total Cost Clearing & Grubbing along Proposed Sanitary Sewer Easement LS 1 $ 5,000.00 $ 5,000.00 8" PVC (SDR 35) LF 2,234 $ 27.70 $ 61,881.80 8" PVC (SDR 26) LF 1,097 $ 39.65 $ 43,496.05 10" PVC (SDR 26) LF 1,826 $ 33.10 $ 60,440.60 5' Dia. M.H. EA 3 $ 5,440.00 $ 16,320.00 5' Dia. M.H. with Drop Connect EA 2 $ 5,330.00 $ 10,660.00 5' Dia. M.H. with Drop Connect on 8" Line EA 1 $ 5,435.00 $ 5,435.00 5' Dia. M.H. on 8" Line EA 8 $ 4,360.00 $ 34,880.00 8" Stubout with Plug EA 10 $ 179.00 $ 1,790.00 4" Services EA 73 $ 355.00 $ 25,915.00 Clean Out EA 2 $ 355.00 $ 710.00 Trench Safety (40%) LS 1 $ 220.00 $ 220.00 Sanitary Sewer Line Testing & TV Insp. LF 5,157 $ 1.00 $ 5,157.00 Subtotal $ 271,905.45 Easement Preparation (1) $ 1,000.00 Legal & Project Management Fees (3.5%) $ 9,516.69 Engineering & Construction $ Staking (10%) 27,190.55 TOTAL 309,612.69 Notes Assumes all trenching can be accomplished with trackhoe. Pricing is based on current unit prices obtained from KCK Utility Construction, Inc. Pipe prices are based on depths relative to existing ground level. Manholes will be set at elevations equivalent to proposed ground level. 4" Services will be provided for lots adjacent to the Sanitary Sewer Line. 29 \\Bdnt-fs l\wpprolaw\3012.003\123 758_22.doc Last Revised: 12/19/06 EXHIBIT G SHADDOCK SEWER IMPROVEMENT EASEMENT [See attached] 30 \\Bdnt-fsl\wpprolaw\3012.003\123758_22.doc Last Revised: 12/19/06 SHADDOCK DEVELOPERS , LTD 1450 NAIiE: o D rosper CHECK DATE: 12/27/2006 •1545 - Shaddock Farms Ltd Ckg @ Grand 200077 **** 642,162.71 Grand Bank 1450 SHADDOCK DEVELOPERS , LTD Dallas, TX 2400 Dallas Parkway, Suite 560 32-2454/1110 DATE 12/27/2006 Plano, TX 75093 AMOUNT ****642, 162.71 PAY Six Hundred Forty-Two Thousand One Hundred Sixty-Two and 71/100 Dollars TO THE Town of Prosper ORDER - Or ** C O P Y ** SHADDOCK DEVELOPERS, LTD 1450 NAME:Town of Prosper CHECK DATE:12/27/2006 1545 - Shaddock Farms — L Ltd Ckg @ Grand 200077 ****642,162.71 � 1 Grand Bank 1450 SHADDOCK DEVELOPERS, LTD Dallas,TX 2400 Dallas Parkway, Suite 560 32-2454/1110 DATE 12/27/2006 Plano, TX 75093 AMOUNT ****642,162.71 PAY Six Hundred Forty-Two Thousand One Hundred Sixty-Two and 71/100*************************** Dollars F. TO THE Town of Prosper ORDER - ' x OF 11■00 L 4 5011' L L LO 24 5481: 20 00 7 7 60 k 1 SADDLE CREEK INVESTMENTS, LTD. 881-1632/ 119 0300771167 1014 17300 DALLAS PARKWAY, SUITE 3110 DALLAS,TX 75248 DATE 4et": .1,g a.42D4' a PAY TO THE (1 �� CV( 1 $ OO J0.'L (l ORDER OF "�s� C= �;T«(lll ///.:::k.L ., " DOLLARS 8 o=°�e,.� I Independent Bank MCKINNEY LOCATION k X P.O.BOX 3035 11 MCKINNEY,TFYnS 75070 97 2-4149•972-562- • . ;e2/...MEMO —( —— -- u: LL /9L632E1: II' L030 07L6 711' LOL4 1 AXXIUM LAND DEVELOPMENT LLC 1089 A 16990 DALLAS PKWY STE 101 DALLAS,TX 75248 30-9/1140 n,`e / �� o 7 1 0 a 101/t� �I/ $ got , 43q 7j k �ohrof77,:i_i f 0% / r›,c p I (I/l 1 /��2 1-/��✓r z t T �' f= e �s �, �' T 7 a'''"Ck Al" Frost National Bank Add Texasnk.com 7500 �1 / ��" ' 414,2..- Aril/ .'''' Ili 00 L089u' 1: L L40000931: 608 LO6 L4 211' '�■_`` S ^ r BELLINGER MC MANEMIN DEWOLF LLP A I F 0 R E I S E-mail address: htyson@bd-law.com January 4, 2007 VIA HAND DELIVERY and VIA EMAIL W/O ENCLOSURES The Town of Prosper Attention: Douglas C. Mousel 121 W. Broadway Prosper, Texas 75078 Re: Impact Fee Agreement by and among Saddle Creek Investments, Ltd. ("Saddle Creek"), Axxium Land Development, LLC ("Ariana"), Shaddock Developers, Ltd. ("Shaddock") and the Town of Prosper Dear Mr. Mousel: Enclosed please find five (5) originals of the Impact Fee Agreement executed by Saddle Creek, Ariana and Shaddock (collectively, the "Developers") and to be executed by the Town of Prosper. Please sign and notarize all five (5) originals on behalf of the Town, insert the Town's execution date on page 1, and contact my Secretary Kelley Latham at 214.954.9540, and she will arrange for a courier to return the fully-executed original documents to my office. Upon receipt of the fully-executed originals,we will distribute same to all parties. Please do not hesitate to contact Glen Bellinger or me if you have any questions or concerns. Very truly yours, BELLINGER McMANEMIN DeWOLF LLP By: ilary T son Enclosures cc: Mark Webb (Via Email) Ali Mantegeghi (Via Email) Ryan Griffin(Via Email) William Shaddock(Via Email) Brad Burns (Via Email) Cleburne Smith(Via Email) Glen Bellinger(Firm) \\Bdnt-fs 1\wpprolaw\3012.003\127589.doc ■ 10.000 N.Central Expwy • Suite 900• Dallas.Texas 75231 • (214(954-9540 • (2I4)954-9541 Fax • wv.w.bd-law.com