Meeting Agenda Regular Meeting of the Oak Point City Council …oakpointtx.govoffice3.com/vertical/Sites/{8D590207-0A48... · 2016-12-16 · 7. Consider and act upon the minutes for

1. Call to Order, Roll Call, and Determination of Quorum. (Olson)

2. Invocation 3. Pledge of Allegiance. (Olson)

4. Items of Community Interest (Olson)

In accordance with Section 551.0415 of the Government Code, this agenda item provides an opportunity for City staff or the City Council to report information on items of community interest that is not posted on the agenda. Items of community interests may include expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen, except that a discussion regarding a change in the status of a person's public office or public employment is not an honorary or salutary recognition for purposes of this subdivision; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in Oak Point that has arisen after the posting of the agenda.

5. Public Input. (Olson)

This agenda item provides an opportunity for citizens to address the Council on any matter that is not posted on the agenda. The Council will hear comments on specific agenda items that are listed as public hearings prior to the Council addressing those items. There is a three minute time limit for each citizen. The City Council is not permitted to take action or engage in any discussion on presentations or inquiries concerning an item not listed on the agenda. However, in accordance with Section 551.042 of the Government Code, a representative of City staff or the City Council may respond with either a statement of specific factual information relating to the inquiry or a recitation of existing policy in response to the inquiry.

6. Presentation and discussion of the following reports:

• Financial Report for November 2016 (Savage) • Municipal Court Report for November 2016 (Bockes) • Permits Report for November 2016 (Ellis) • Department of Public Safety (DPS) Report regarding police, fire, medical, and code

enforcement incidents during the month of November 2016 (Shackleford) • Zoning and Development Activity Report (L. Olson)

CONSENT AGENDA

All items listed under the Consent Agenda heading are considered to be non-controversial and routine in nature. The Consent Agenda can be approved by the City Council with a single motion. Approval of the Consent Agenda authorizes the City Manager to implement each item in accordance with staff recommendations. Any City Council Member may remove any item from the Consent Agenda for discussion and separate action.

7. Consider and act upon the minutes for the November 21, 2016 Regular City Council meeting. (Bockes)

Meeting Agenda

Regular Meeting of the Oak Point City Council

Oak Point City Hall 100 Naylor Road

Oak Point, Texas 75068

Monday, December 19, 2016 6:00 P.M.

Regular Meeting of the Oak Point City Council – Monday, December 19, 2016

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8. Consider and act upon a resolution authorizing the City Manager to execute an Interlocal Cooperation Agreement with Denton County regarding the City of Oak Point’s provision of fire protection services to certain unincorporated areas of Denton County for FY 2016-2017. (Shackleford)

REGULAR AGENDA

9. Continue a public hearing, consider and act upon an ordinance of the City of Oak Point, Texas, accepting and approving a service and assessment plan and assessment rolls for authorized improvements for the Prairie Oaks Public Improvement District No. 1; making a finding of special benefit to certain property in the extraterritorial jurisdiction of the City and within said district; levying special assessments against certain property within the extraterritorial jurisdiction of the City and establishing a lien on such property within said district; providing for payment of the assessment in accordance with Chapter 372, Texas Local Government Code, as amended; providing for the method of assessment and the payment of the assessment; providing for penalties and interest on delinquent assessments; providing a severability clause and providing for an effective date. (L. Olson)

10. Consider and act upon a resolution approving the Prairie Oak Public Improvement District No. 1, Phase 1 Improvements Reimbursement Agreement executed between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. (L. Olson)

11. Consider and act upon a resolution approving the Prairie Oaks Public Improvement District No.1, Phases 2-4 Major Improvement Reimbursement Agreement executed between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. (L. Olson)

12. Consider and act upon a resolution approving the Phase 1 Construction, Funding, and Acquisition Agreement between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited corporation, and authorize the City Manager to execute said agreement. (L. Olson)

13. Consider and act upon a resolution approving the Phase 2-4 Construction, Funding, and Acquisition Agreement between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership and authorizing the City Manager to execute said agreement. (L. Olson)

14. Consider and act upon a resolution authorizing the execution of a consent letter relating to the issuance of certain bonds by the Wisconsin Public Finance Authority relating to the Prairie Oaks Public Improvement District No. 1. (L. Olson).

15. Conduct a public hearing, consider and act upon an ordinance amending Appendix A4.000 (Building Related Fees) of Chapter 14 (Zoning Ordinance) of the City of Oak Point’s Code of Ordinances to include Certificate of Occupancy, Park, Plan/plat review and new construction building fees. (L. Olson)

16. Consider and act upon topics to be scheduled for a future City Council meeting. (Olson) The City Council is not permitted to take action on or engage in any discussion regarding an item not listed on the agenda. However, this agenda item provides an opportunity for any member of the City Council to propose that a topic be scheduled


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for a future meeting. Upon an item being proposed for discussion, the City Council will vote to determine its collective desire to schedule the item for discussion and/or action at a future meeting. A majority vote of the City Council is required to schedule an item for discussion and/or action at a future meeting.

17. Adjournment. (Olson)

The City Council of the City of Oak Point, Texas, reserves the right to meet in a Closed Session on any item listed on this Agenda should the need arise, pursuant to authorization by Texas Government Code, Sections 551.071 (consultation with attorney), 551.072 (deliberations about real property), 551.073 (deliberations about gifts and donations), 551.074 (personnel matters), 551.076 (deliberations about security devices), 551.087 (economic development), 418.183 (homeland security). This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to the meeting. Please contact City Hall at 972-294-2312 or by FAX at 972-294-1619 for further information.

CERTIFICATION:

I do hereby certify that the above notice of this public meeting was posted on the designated bulletin boards at _________ a.m. / p.m. on the 16th day of December, 2016. ________________________________ Amy Bockes, City Secretary

This notice was removed at _____________ a.m. / p.m. on the _______ day of December, 2016.

________________________________ Amy Bockes, City Secretary


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Monthly Court Report November 2016

Nov 2016

Oct 2016

Sept 2016

Aug 2016

July 2016

June 2016

May 2016

Apr 2016

Mar 2016

Feb 2016

Jan 2016

Dec 2015

Nov 2015

New Cases Filed 70 78 57 92 34 34 36 31 7 41 48 62 62 Traffic (non-parking) 25 34 26 47 18 21 19 21 4 35 35 42 52

Traffic (parking) 17 15 8 12 5 4 7 6 3 1 3 2 8 Non-Traffic (state law) 18 23 15 12 3 5 4 2 0 0 1 0 0

Non-Traffic (penal code) 0 6 5 0 0 3 1 0 0 4 3 7 1 Non-Traffic (city ord) 10 0 3 21 8 1 5 2 0 1 6 11 1

Compliance Dismissals 2 1 7 6 2 3 2 3 1 4 10 10 23 Cases Dismissed: After Driver Safety Course 1 0 0 0 0 0 1 2 2 0 4 4 4 After Deferred Disposition 10 12 15 11 8 3 5 7 6 13 8 6 9

After Proof of Insurance 1 3 3 1 1 1 4 0 0 1 2 0 4 Total Cases Pending 1577 1562 1534 1533 1494 1498 1495 1509 1517 1551 840 845 831 Active Cases Pending 787 774 779 784 745 743 744 753 753 783 139 144 148 Inactive Cases (Warrants) 790 788 755 749 749 755 751 756 764 768 701 701 683 Total Cases Disposed 55 50 56 53 38 32 50 39 42 54 53 48 81 Fines

Kept by City $3,467.23 $4,724.01 $3,288.75 $3,798.26 $2,578.32 $3,243.08 $4,865.67 $3,298.89 $3,688.03 $6,179.90 $4,977.08 $5,359.08 $5,428.61

Remitted to State $1,934.77 $2,476.73 $2,103.07 $2,024.18 $1,466.60 $1,520.08 $2,566.74 $1,191.18 $2,102.22 $2,651.90 $2,683.55 $2,606.67 $4,200.76

Total $5,402.00 $7,200.74 $5,391.82 $5,822.44 $4,044.92 $4,763.16 $7,432.41 $4,490.07 $5,790.25 $8,831.80 $7,660.63 $7,965.75 $9,629.37

Monthly DPS Report 2016

City COR WR City COR WR City COR WR City COR WR City COR WR City COR WRCalls Involving Persons 30 24 - 29 27 - 33 39 1 31 33 - 28 37 - 32 58 1Calls Involving Property 32 38 - 34 32 - 23 36 4 35 37 5 30 38 14 28 29 9Citizen Assist 16 13 - 28 2 3 18 7 - 14 7 - 10 6 - 15 13 -Agency Assist 4 - - 3 1 - 5 2 - 3 2 - 4 2 - 4 3 -Ordinance Violations 39 - - 16 - - 11 - - 55 - - 27 - - 42 - -Police Admininistrative Duties/ Crime PreventionMedical Calls 22 14 - 12 12 - 13 13 - 14 11 - 10 16 - 32 20 -Fire Calls 7 5 - 12 6 - 15 10 - 13 7 - 14 7 - 8 15 -Citations/ ViolationsTraining Hours

City COR WR City COR WR City COR WR City COR WR City COR WR City COR WRCalls Involving Persons 38 64 1 31 54 1 34* 53* - 48 62 1 22 41 -Calls Involving Property 33 33 1 25 32 4 37* 37* - 27 31 8 21 24 9Citizen Assist 23 23 1 25 10 - 30* 13 - 38 12 2 16 17 1Agency Assist 7 2 - 2 - - 1 - - 8 - - 2 2 -Ordinance Violations 123 0 - 44 - - 53* - - 35 - - 29 - -Police Admininistrative Duties / Crime Prevention 26 21 2 48 37 - 55* 24* - 43 27 - 32 37 -Medical Calls 26 15 - 36 11 - 24* 11 - 27 11 1 14 12 -Fire Calls 13 8 - 11 3 - 7 2 - 3 4 - 8 9 -Citations/ ViolationsTraining Hours

45 26 121 2 38 30

December

34/34

23 25 1 3945 17 - -

55/55

42

61/61 70/70

July August September October November

7/7 29/2973

74 67 67 66 7892/92

March April May June

31/3162 51 44 58

28/2840/42

53 49 -

January February

41/41

To: Mayor and City Council From: Martin Almaraz, Public Works Superintendent Cc: Amy Bockes Re: November Public Works Activity Report Date: December 11, 2016 The Public Works Department completed the following projects and work during the month of November 2016.

Date Description of Work 11/01/16 Remove grass and debris from jade cove, blower street got ready for crack seal. Pick

trash from Naylor road. Inspections:

11/02/16 Pick trash from yacht club and start mowing, walk- thru cross oaks ranch phase 15. Overview the ditch in front of 1221 Emerald Sound water in the ditch. Inspections: 350 Onyx culvert fail.

11/03/16 Weed eating yacht club road, prepare stop sign bases set up at Diamond point, Turquoise ln, Jade cove. Inspections:

11/04/16 Start weed eating emerald sound, went to colony for water, check cross oaks ranch phase 15 streets was full dirt and debris reported to manager. Inspections:

11/07/16 Continues wed eating Emerald Sound, pick lot trash from city hall and work in the shop (raining day) Inspections:

11/08/16 Replaced stop sign and post at Emerald Sound & Diamond point, Emerald sound & turquoise ln, Emerald sound& Jade cove. Trimming tree by stop sign Emerald sound & diamond point. Call 811 relocate utilities Jake’s park place. Inspections:

11/09/16 Maintained 16-foot trailer grassed all 4 tires, cold mix crescent oaks. Start prepare monthly report. Inspections:

11/10/16 Crack seal turquoise ln. TX dot meeting, culvert inspections 850 onyx Inspections:

11/11/16 Mowing city hall and weed eating, park etc. mowing 4 corners McCormick and Naylor road.

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Inspections: 11/14/16 Start locate water line at park, call 811 call. Cold mix crescent oaks

Inspections: Wild ridge B: 5 ramps Wild ridge C: drive way in lift station

11/15/16 Finish relocate water in the park and electricity. Remove big stomp tree from the park. Inspections: Wood ridge 6: pouring concrete bottom of head wall Shahan prairie Wild ridge phase 1: Webber concrete co. starts fixing low water spots (grinding concrete)

11/16/16 Went to Denton to pick trench machine from rental place. Move 120 ft. electric pipe at park and replaced new pipe. Return the machine to rental place. Inspections:

11/17/16 Add base rock cedar pine line, add more base rock at 720 and mar top entrance, Cold mix mar top road area. playground company start set new playground in park, assist to TX dot meeting north 720. Inspections: inspected culvert cross oaks ranch phase 15 Cassidy lane.

11/18/16 Add dirt and 3 tons of base rock 720 and mar top, went Lowes for Christmas lights Inspections: Two inspections Wellington trace phase 2

11/21/16 Mowing and weed eating base balls Inspections:

11/22/16 Continues mowing baseball #2, volleyball, basketball. Inspections:

11/23/16 Mowing park, city hall. Inspections:

11/24/16 Holyday Inspection:

11/25/16 holyday Inspections:

11/28/16 Replaced windshield wiper 07 f150 truck, show all streets to new worker. Tested all Christmas lights Inspections:

11/29/16 Prepare monthly bills, installing Christmas lights pavilion and DPS building, shrubs. Inspections:

11/30/16 Pick up lift from rental one co. installing lights and the star in tree. Cutting tree near to community room. Inspections:

In addition to the above major projects, the Public Works Department performs the following recurring tasks during the month:

• Clean public restrooms in the DPS/Public Works Building on Monday and Friday of each week.

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• Mow the intersection at McCormick Road, Naylor Road, and Yacht Club Road up to Martingale every other week and the rights-of-way along both roads on a monthly basis.

• Pick up trash on McCormick Road, Naylor Road and Yacht Club Road every other week. • Collect trash at City Hall, boat ramp, and Jake’s Place Park every Thursday. • Mow City Hall yard every Friday. • Perform park maintenance activities at Jake’s Place Park every other week. • Fill pot holes on roads as needed. • Any spare time or rain days are spent performing maintenance work on City equipment. • Culvert inspections as needed.

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To: Mayor & City Council From: Luke Olson, City Manager Re: Zoning & Development Activity Report Date: December 16, 2016 Agenda Item: Review and discuss the Zoning and Development Activity Report for the month of November 2016 regarding current, pending, and recently approved projects within the City of Oak Point and Oak Point’s extraterritorial jurisdiction. Description of Agenda Item: The purpose of this agenda items is simply to provide the Planning & Zoning Commission and City Council with an opportunity to inquire about or discuss the status of current, pending, and recently approved projects within the City of Oak Point and Oak Point’s extraterritorial jurisdiction. Budget Impact: N/A Legal Obligations and Review: N/A Attached Documents: Zoning and Development Activity Report for the month of November 2016. All Changes are highlighted in yellow. Board, Committee and/or Staff Recommendation: It is recommended that the City Council review and discuss the Zoning and Development Activity Report for the month of Novmeber 2016.

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Zoning and Development Activity Report November 2016

Plats and Site Plans

Type of Plan Project Name Location City or

ETJ Number of Lots

Homebuilders (if applicable)

P & Z Approval?

City Council Approval?

Preconstruction Meeting

Conducted?

Construction Status Other

Final Plat Cross Oak Ranch, Phase 2, Tract 1B West side of FM 720 at Sierra Drive ETJ 69 Lennar Homes Yes Yes Yes Complete Homes under construction. Final Plat Cross Oak Ranch, Phase 2, Tract 1C West of FM 720 north of the main entrance to Cross Oak Ranch ETJ 72 Lennar Homes Yes Yes Yes Complete Homes under construction. Final Plat Cross Oak Ranch, Phase 2, Tract 7A Southwest of the Cross Oak Elementary School ETJ 93 Lennar Homes Yes Yes Yes Under construction Final Plat Cross Oak Ranch, Phase 2, Tract 7B Between Naylor Road and Cross Oak Ranch, Phase 2, Tract 7A ETJ 68 Lennar Homes Yes Yes Yes Under construction Final Plat Cross Oak Ranch, Phase 3, Tract 9A Middle portion of Cross Oak Ranch ETJ 91 DR Horton Yes Yes Yes Complete Homes under construction. Final Plat Cross Oak Ranch, Phase 3, Tract 9B Middle portion of Cross Oak Ranch ETJ 61 DR Horton Yes Yes Yes Complete Final Plat Cross Oak Ranch, Phase 3, Tract 10A North side of Martop Road between Longhorn Drive and the

LDS church ETJ 89 DR Horton Yes Yes Yes Complete City Acceptance: 6/14/15

Final Plat Cross Oak Ranch, Phase 3, Tract 10B North of Cross Oak Ranch, Phase 3, Tract 10A ETJ 79 DR Horton Yes Yes Yes Complete City Acceptance: 7/15/15 Final Plat Cross Oak Ranch, Phase 3, Tract 12 Northeast corner of Martop Road and Naylor Road ETJ 83 Bloomfield Homes Yes Yes Yes Complete Homes under construction. Final Plat Cross Oak Ranch, Phase 3, Tract 13 Northeast corner of Martop Road and Naylor Road ETJ 67 Bloomfield Homes Yes Yes Yes Complete Final Acceptance – Homes Under Construction Final Plat Cross Oak Ranch, Phase 3, Tract 14 Northeast corner of Martop Road and Naylor Road ETJ 81 Bloomfield Homes Yes Yes Yes Nearing completion Pre-Construction meeting on 9/22/14 .

Final Inspection of Infrastructure was conducted 8/24/15 9/21/15 – Contractor addressing outstanding issues

Final Plat Cross Oaks Ranch, Phase 3 Tract 15 Northwest corner of Martop Road and FM720 ETJ/City 55 Bloomfield Homes Yes Yes CC: approved 12/15/14 GRADING PRE-CONSTRUCTION MEETING SCHEDULED FOR 10/2/15

Final Plat The Gates of Waters Edge Phase 2 North of the Gates of Waters Edge Phase 1 located at the northwest corner of Waters Edge Way and Dickson Lane

City 30 Custom Builders Yes Yes Yes COMPLETED Streets have been paved; working on utilities; Staff working with developer for final acceptance FINAL ACCEPTANCE GRANTED 9/17/15

Final Plat The Gates of Waters Edge Phase 3 East of the Gates of Waters Edge Phase 2 City 12 Custom Builders Yes Yes Yes COMPLETED Streets have been paved; working on utilities; Staff working with developer for final acceptance. FINAL ACCEPTANCE GRANTED 9/17/15

Final Plat Wellington Trace Phase 2 West side of Hill Lane south of FM 720 ETJ 62 Bloomfield Homes Yes Yes Yes Complete Final walk thru on 9/26/14; as-built; bonds, plats, etc. have been completed

Preliminary Plat

Wildridge Phases 1-3 (formerly Timberlake)

North side of Shahan Prairie Road approximately 1,300 feet east of FM 720

ETJ 384 Unknown Yes Yes N/A N/A

Final Plat Wildridge Phase 1 (formerly Timberlake)

North side of Shahan Prairie Road approximately 1,300 feet east of FM 720

ETJ 172 Unknown Yes Yes Yes (7/17/14)

Under construction Landscaping plan and civil engineering plans have been approved by City staff and City Engineer.

Final Plat Wildridge, Phase 1A & 1B North side of Shahan Prairie Road approximately 1,300 feet east of FM 720

ETJ Ph. 1A – 20 Ph. 1B – 152

Unknown Yes Yes Yes Preparing for Final Acceptance for Phase

1A

CC date: approved 12/15/14 Final Acceptance: 8/13/15

Construction Plans

Shahan Prairie Road (between FM 720 and the eastern boundary of the Oak Point Elementary School

Between FM 720 and the eastern boundary of the Oak Point Elementary School

City / ETJ - N/A N/A N/A Yes Construction underway (northern

lanes of Shahan Prairie Road)

Completed 8/18/15

Final Plat Woodridge Estates Phase 2 Southeast corner of FM 720 (Oak Grove Parkway) and Martingale Trail

City 55 Holiday Builders Megatel Homes

Yes Yes Yes Complete Homes under construction.

Final Plat Woodridge Estates Phase 3 East side of FM 720 south of Shahan Prairie Road City 62 Unknown Yes Yes Yes Completed Final Acceptance: 8/28/15 Final Plat Woodridge Estates Phase 4 East side of FM 720 south of Shahan Prairie Road City 49 Unknown Yes Yes Yes Completed Final Acceptance: 8/28/15

November 2016 Zoning and Development Activity Report - Page 1 of 4

Final Plat Woodridge Estates Phase 5 East side of FM 720, north of Martingale Trail City 4 Unknown Yes Yes Yes Completed City Acceptance: 7/15/15 Final/Preliminary Plat

Cross Oak Ranch, Phase 3, Tract 15 Northwest corner of Martop Road and FM 720 ETJ 55 Bloomfield Homes Yes Yes N/A N/A Pre-Construction meeting conducted for November 12, 2015

Final Plat Chitwood Park Addition East side of FM 720 north of Martop Rd (ETJ plat) ETJ 1 Yes Yes Approved by CC 11/17/14 Preliminary Plat

Prestonwood Polo Club Southeast corner of Yacht Club Road & Martingale City 22 Unknown Yes Yes CC approved 12/15/14

Site Plan Iron Oak Stable Northeast corner of Yacht Club Road & Martingale City 1 Stable

Unknown Yes Yes CC: approved 12/15/14

Final Plat Prestonwood Polo & Country Club SEC Martingale Trail at Yacht Club Road City 22 Yes Yes Yes March 3, 2015

PZ approved 2/3/15; Approved by CC 2/17/15

Preliminary Plat

Wildridge, Phase 2C and 3A Shahan Prairie City/ETJ 37/153 Unknown Yes Yes PZ Approved 6/2/15; CC approved 6/15/15

Final Plat Wildridge, Phase 2A ETJ 43 Yes Yes Pre-construction meeting conducted on

3/1/16

PZ – 12/1/15 CC – 12/21/15

Final Plat Wildridge, Phase 2B ETJ 66 Yes Yes Pre-construction meeting conducted on

3/1/16

PZ – 12/1/15 CC – 12/21/15

Final Plat Wildridge, Phase 2C ETJ/City 90 Yes Yes Pre-construction meeting conducted on

3/1/16

PZ – 12/1/15 CC – 12/21/15

Final Plat Woodridge, Phase 6 Last Phase of Woodridge City 132 Residential

lots

DR Horton Yes Yes PZ meeting – 11/3/15 CC meeting – 11/16/15

Replat Emerald Sound Subdivision Lot 304 and 305; Subdivide one 2 acre lot into two lots City 2 Yes Yes PZ meeting – 10/6/15 - approved CC meeting – 10/19/15 - Approved

Preliminary Plat

Denton Middle School No. 8 Addition

161.76 acres City 3 PZ meeting – 2/2/16 CC meeting - 2/16/16

Final plat Denton Middle School No. 8 Addition

Denton Middle School No. 8 Addition City 1 PZ 3/1/16

CC 3/21/16

Pre-Construction meeting on 4/6/16

Approved by CC 3/21/16

Site Plan Denton Middle School No. 8 Addition

Denton Middle School No. 8 Addition City 1 PZ 3/1/16

CC 3/21/16

Approved by CC 3/21/16

Replat Lot 23 Emerald Sound Subdivision Split 2 acre lot into two 1-acre lots City 2 PZ 3/1/16

CC 3/21/16

Requires Public Hearings Approved by CC 3/21/16

Preliminary Plat

Carter Addition 1.92 acre tract on Shahan Prairie Road. Development of a Day Care

City 1 PZ

CC

Application Pending

Amended Plat

Lot 23J – Yacht Club Estates Combine two lots into one – Crawford property at 401 Spinnaker Run

City 1 Staff Review Only

Land Plan Rudman North 103.53 Acres between Lloyds Road and the future extension of Martop Road

ETJ 355 P&Z 8/2/16

CC 8/15/16

Approved by P&Z and CC

Preliminary Plat

Rudman North 103.53 Acres between Lloyds Road and the future extension of Martop Road

ETJ 355 P&Z 8/2/16

CC 8/15/16


Final Plat Carter Addition 1.97 acres located on the south side of Shahan Prairie Road: 301 Shahan Prairie Road

City 1 P&Z 8/2/16

CC 8/15/16


Site Plan Lighthouse Daycare (Carter Addition)

301 Shahan Prairie Road City 1 P&Z 8/2/16

CC 8/15/16


Final Plat Burgess Addition 9.376 acre tract, 2 lots, located on the east side of Winchester Road, approx. 730-feet north of McCormick Rd.

City 2 P&Z 9/6/16

CC 9/19/16



Pending Zoning and Special Use Permit (SUP) Requests

Type Request Location P & Z Approval

City Council Approval Status

Zoning PD-Community Commercial Northwest corner of Martop Road and FM 720/Oak Grove Parkway Yes Yes Zoning request approved by the Planning & Zoning Commission and City Council. Amend PD 13 – Wildridge

Amend zoning to add 2.6 acres Application received 1/5/15 – Public Hearing Scheduled Yes 3/3/2015

Yes 3/16/15

Approved

Variance Subdivision Regulation Ordinance Temporary Off-premise signage 12/1/15 12/21/15 Temporary Off-Premise Directional Signage for Wildridge Subdivision Approved by City Council 12/21/15

SUP SUP for Middle School and associated school uses

154.33 acres south of Martop Road, between Winchester Lane and FM 720 and north of McCormick. Denton ISD property

1/5/16 1/18/16 Approved by P&Z 1/5/16 Approved by CC 1/18/16

SUP SUP for solar farm 15.26 acres on Winchester Lane. CoServ leasing property for solar farm 1/5/16 TBD P&Z Tabled until 2/2/16. 1/28/16: Applicant has withdrawn application SUP Accessory Structure 731 Majestic Oaks 6/7/16 6/20/16 Public Hearings scheduled for 6/7/16 and 6/20/16 Approved by CC 6/20/16 Variance Encroach into front yard setback 603 Lamp Post Lane Board of Adjustment to meet on 6/13/2016 Approved Zoning Rezone 9.3-acres to RE-3 McCormick property on Winchester P&Z

Approved 7/5/16

7/18/16 Approved 7/18/2016

Public Hearings scheduled for 7/5/16 and 7/18/16

Zoning Ordinance

Amend Chapter 14, Appendix A4.000 Building Related Fees

Amend Zoning Ordinance related to new construction building fees, park dedication fees, certificate of occupancy fees and plan review fees.

PH 12/6/16 Approved 12/6

PH 12/19/16

Public Hearings scheduled for 12/6/16 and 12/19/16

Variance Encroach into front yard setback 1311 Lakeshore Blvd Board of Adjustment Approved 7/11/16 subject to conditions


Other Pending Projects

Project Name Location Status

Denton ISD Property Approximately 154 acres west of FM 720 (Oak Grove Parkway) between Martop Road and McCormick Road

Pending completion of project.

Dowdall Commercial Property Approximately 10 acres at the southeast corner of FM 720 (Oak Grove Parkway) and Shahan Prairie Road

Zoning was approved in September 2002. Owner is in marketing stage.

Miller Commercial Property Approximately 10 acres at the southwest corner of FM 720 (Oak Grove Parkway) and McCormick Road

Zoning was approved in March 2012. Owner is in marketing stage.

Rudman Property Approximately 127 acres at the northeast corner of FM 720/Oak Grove Parkway and Shahan Prairie Road

Zoning was approved in September 2002.

Wildridge (formerly Timberlake) Approximately 327 acres on the north side of Shahan Prairie Road east of FM 720 (City of Oak Point and Oak Point ETJ)

Zoning approved for 114 acres and development agreement approved for 213 acres in September 2013. Preliminary plat of approximately 117 acres in the Oak Point ETJ was approved by the Planning & Zoning Commission and City Council. A final plat for 172 lots in Phase 1 and plans to reconstruct Shahan Prairie Road have been submitted to the City (see above).

Sign Ordinance Researching Neighborhood wayfinding signage Staff reviewing other cities ordinances – developer will be requesting a change to the ordinance Prairie Oaks Public Improvement District No. 1

Approximately 103.528 acres west of FM 720 (Oak Grove Parkway) within the Oak Point and Little Elm ETJ.

PID Resolution passed creating PID. Plats and Sites plans pending.


AGENDA ITEM

7 City Council Minutes

November 21, 2016 Regular Meeting

1. Call to Order, Roll Call, and Determination of Quorum. (Olson)

Mayor Olson called the meeting to order at 6:00 p.m. with the following roll call: Duane Olson Mayor Present Keith Palmer Mayor Pro Tem Present Judith Camp Deputy Mayor Pro Tem Present Don Lindemann Council Member Present Chris Sweet Council Member Absent John Lusk Council Member Present City staff present: Luke Olson City Manager Amy Bockes City Secretary Jeff Moore City Attorney Grant Savage Finance Manager Michael Shackleford Director of Public Safety And with a quorum present the following items were addressed:

2. Invocation

Leslie Maynard gave the Invocation 3. Pledge of Allegiance. (Olson)

Mayor Olson led the Pledge of Allegiance

4. Presentation of Citizens of the Year Plaque. (Olson)

Mayor Olson presented Citizen of the Year plaques to Paula Netherland and recognized Diana Russell who could not attend the meeting.

5. Items of Community Interest (Olson)

Winterfest 2016 Friday, December 2 6p-8p. Ribbon cutting and book reading for the new “Free” Little Library at Winterfest New playground equipment.

Meeting Minutes

Regular Meeting of the Oak Point City Council

Oak Point City Hall 100 Naylor Road


Monday, November 21, 2016 6:00 P.M.

Regular Meeting of the Oak Point City Council – Monday, November 21, 2016

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6. Public Input. (Olson)

There was no public input.

7. Presentation and discussion of the following reports:

• Monthly Financial Report October 2016 (Savage) • Quarterly Investment Report (Savage) • Municipal Court Report for October 2016 (Bockes) • Permits Report for October 2016 (Ellis) • Department of Public Safety (DPS) Report regarding police, fire, medical, and code

enforcement incidents during the month of October 2016 (Shackleford)

CONSENT AGENDA

All items listed under the Consent Agenda heading are considered to be non-controversial and routine in nature. The Consent Agenda can be approved by the City Council with a single motion. Approval of the Consent Agenda authorizes the City Manager to implement each item in accordance with staff recommendations. Any City Council Member may remove any item from the Consent Agenda for discussion and separate action.

8. Consider and act upon the minutes for the October 17, 2016 Regular City Council meeting and November 7, 2016 Special City Council Meeting. (Bockes)

9. Direct City staff to conduct an audit of the Oak Point Department of Public Safety forfeiture account funds by finance, Chapter 59 Audit. (Shackleford).

10. Consider and act upon a resolution authorizing the City Manager to execute an amended service agreement with AT&T for increased internet speeds from 10MB to 50MB. (L. Olson/Shackleford)

Council Member Lusk motioned to approve the consent agenda items number 8-10 as presented; motion seconded by Deputy Mayor Pro Tem Camp. Motion passed with a vote of 4-0.

REGULAR AGENDA

11. Conduct a public hearing, consider and act upon an ordinance levying special assessments for approximately 60.64 acres (consisting of 199 single-family lots) located within Phase 2 of the Wildridge Public Improvement District No. 1, to pay for public improvement projects that confer a special benefit on lots, approving the final assessment plan for the Wildridge Public Improvement District No. 1, Phase 2, and approving and authorizing the execution of the Wildridge Public Improvement District No. 1 (Phase 2) Financing Agreement by and between the City of Oak Point and CR-TDI, LLC. (L. Olson)

This agenda item is a continuance of the Wildridge PID with additional phases being completed. City staff presented information on the service and assessment plan for phase 2. The applicants were present in case of questions.


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Mayor Olson opened the public hearing at 6:15 p.m. No one wished to speak. Mayor Olson closed the public hearing at 6:16 p.m. There was no further discussion on the item. Mayor Pro Tem Palmer motioned that the City Council approve an ordinance levying special assessments on approximately 60.64 acres (consisting of 199 single-family lots) located within Phase 2 of the Wildridge Public Improvement District No. 1, to pay for public improvement projects that confer a special benefit on the lots, approving the final assessment plan for the Wildridge Public Improvement District No. 1, Phase 2, and approving and authorizing the execution of the Wildridge Public Improvement District No. 1 (Phase 2) Financing Agreement by and between the City of Oak Point and CR-TDI, LLC.; motion seconded by Deputy Mayor Pro Tem Camp. Motion passed with a vote of 4-0.

12. Conduct a public hearing, consider and act upon the approval of an ordinance of the City of Oak Point, Texas, accepting and approving a service and assessment plan and assessment rolls for authorized improvements for the Prairie Oaks Public Improvement District No. 1; making a finding of special benefit to certain property in the extraterritorial jurisdiction of the City and within said district; levying special assessments against certain property within the extraterritorial jurisdiction of the City and establishing a lien on such property within said district; providing for payment of the assessment in accordance with Chapter 372, Texas Local Government Code, as amended; providing for the method of assessment and the payment of the assessments; providing for penalties and interest on delinquent assessments; providing a severability clause and providing for an effective date. (L. Olson)

This agenda item was not discussed due to the tabling of the item. Mayor Olson opened the public hearing at 6:17 p.m. Robert Miklos, attorney for applicant, stated that the property had not closed yet and requested that the City Council table this item, while holding the public hearing open, until the December 19, 2016 meeting and to table items 13, 14, and 15 until that date. Deputy Mayor Pro Tem Camp motioned that the City Council table item number 12, while holding the public hearing open, until Monday, December 19, 2016 at 6 p.m. and table subsequent items number 13, 14, and 15 until the December 19, 2016 meeting; motion seconded by Mayor Pro Tem Palmer. Motion passed with a vote of 4-0.

13. Consider and act upon a resolution approving the Prairie Oaks Public Improvement District No. 1, Phase 1 Improvements Reimbursement Agreement executed between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. (L. Olson)


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Item tabled under motion from item no. 12 until Monday, December 19, 2016 at 6 p.m.

14. Consider and act upon a resolution approving the Prairie Oaks Public Improvement District No. 1, Phases 2-4 Major Improvements Reimbursement Agreement executed between the City of Oak Point, Texas, and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. (L. Olson) Item tabled under motion from item no. 12 until Monday, December 19, 2016 at 6 p.m.

15. Consider and act upon a resolution authorizing the execution of a consent letter relating to the issuance of certain bonds by the Wisconsin Public Finance Authority relating to the Prairie Oaks Public Improvement District. (L. Olson)

Item tabled under motion from item no. 12 until Monday, December 19, 2016 at 6 p.m.

16. Consider and act upon a resolution awarding a bid for Construction Services for the Oak Point street repairs and authorizing the City Manager to execute the Contract Documents and Specifications for such project with Reynolds Asphalt. (Olson)

Over the past couple of budget cycles the City Council has looked at different capital improvement projects that were recommended by the Capital Improvements Projects Committee. A number of road projects were included and City Council made the decision to allocated funds to different street repairs that were considered priority. The repairs include construction of Miscellaneous Street Repairs- Emerald Sound Boulevard; Eagle Landing Boulevard and Aquamarine Drive The City placed the notice to bidders in the Little Elm Journal with a deadline of 2 p.m. on Wednesday, November 16, 2016 and sealed bids were opened on November 16, 2016 at 2 p.m. Two bids were received, one from Reynolds Asphalt and one from WOPAC.

The bid requested information to be listed for several different street projects with the total amount for all specifications. Reynolds Asphalt came in with a total bid of $261,804.95 and WOPAC came in with a total bid of $304,932.50. Both companies met all required specifications with their bid proposals.

Contractor Bid Amount

Fulfillment of Bid Requirements

WOPAC $304,932.50 Yes Reynolds Asphalt $261,804.95 Yes

City staff recommended that City Council award the bid for street repairs to Reynolds Asphalt. Council Member Lindemann motioned that the City Council approve a resolution awarding a bid for Construction Services for street repairs to Reynolds Asphalt in the amount of $261,804.95 and authorizing the City Manager to execute the Contract Documents and Specifications for such project with Reynolds Asphalt; motion seconded by Deputy Mayor Pro Tem Camp. Motion passed with a vote of 4-0.


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17. Consider and act upon a resolution awarding a bid for Construction Services for the Oak Point Crescent Oaks Drainage Project and authorizing the City Manager to execute the Contract Documents and Specifications for such project with Atkins Brothers Equipment Co. Inc. (Olson)

During May of 2015 the city received almost 30 inches of rain which would be the equivalent of the 500 year storm event. The system was inundated with excess water. The drainage system was not built to accommodate this type of water. A drainage study was completed by Freese and Nichols and presented at the November 16, 2015 City Council meeting. The options were based on the 100 year flood plan and the cost was too extensive. City Council directed staff to look at other options including a reduction in the flood plan to 10 and 25 year options. Freese and Nichols and City staff met with the residents in Crescent Oaks and Freese and Nichols redid the option to include a 10 year flood plan to start the project and get relief for the drainage issues.

A new assessment was put together utilizing the 10 year flood plan. Freese and Nichols provided a new plan and City Council entered into an agreement where Freese and Nichols would provide the engineering services to oversee the drainage project. The project would potentially be spread out over a two-year period in order to allow for additional funds to be generated for the Capital Improvements Fund.

A notice to bidders was placed in the Little Elm Journal and on the City’s website in October and sealed bids were due and opened at 2:30 p.m. on November 16. The lowest bidder for the project was Atkins Bros. Equip. Co., Inc., with a bid of $1,261,115.

Contractor Bid Amount

Fulfillment of Bid Requirements

Atkins Bros. Equip. Co, Inc. $1,261,115 Yes XIT Paving & Construction $1,350,365 Yes

Quality Excavation $1,443,111 Yes Structural Assurance $1,419,123 Yes

City staff recommended City Council award the bid for the Crescent Oaks Drainage project to Atkins Bros. Council Member Lindemann motioned that the City Council approve the resolution awarding a bid for Construction Services for the Crescent Oaks Drainage Project to Atkins Bros. Equip. Co, Inc. in the amount of $1,261,115 and authorizing the City Manager to execute the Contract Documents and Specifications for such project; motion seconded by Mayor Pro Tem Palmer. Motion passed with a vote of 4-0.

18. Discuss and provide direction to City staff regarding amendments to the zoning ordinance fee schedule, specifically new construction building fees, park fees, and certificate of occupancy fees. (L. Olson)

During the future agenda item section of the August 2016 City Council meeting, Council voted to place a future agenda item reviewing the City of Oak Point’s building permit fees, specifically associated with new construction. With the addition of a contract City Planner, the Council wanted to look at plan review fees for new construction and in the process, also look at the certificate of occupancy fees and parks fees. The purpose of this items is to provide City Council with the recommended fee


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amounts and receive direction for future public hearings to amend the zoning ordinance fee schedule accordingly. City staff made recommendations on increasing fees and asked for direction from City Council to publish and hold 2 public hearings to amend the ordinance. City Council directed staff to move forward with the publications and scheduling the public hearings for December.

CLOSED SESSION

19. Recess into Closed Session in compliance with Section 551.001 et. Seq. Texas Government Code, to wit:

a. Section 551.072 (Real Property) to deliberate the purchase, exchange, lease, or value of real property if deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. (Olson)

Mayor Olson recessed into Closed Session at 6:40 p.m.

20. Reconvene into Regular Session and take any actions necessary as a result of the Closed Session.

(Olson)

Mayor Olson reconvened into Regular Session at 7:03 p.m. No action was taken as a result of Closed Session.

21. Consider and act upon topics to be scheduled for a future City Council meeting. (Olson)

No future agenda items were presented. 22. Adjournment. (Olson)

Deputy Mayor Pro Tem Camp motioned to adjourn; motion seconded by Council Member Lusk. Motion passed with a vote of 4-0. The meeting adjourned at 7:04 p.m.

________________________________ Duane Olson, Mayor

ATTEST:

________________________________ Amy Bockes, City Secretary


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To: Mayor and City Council From: Michael Shackleford, Director of Public Safety Re: City Council Meeting – December 19, 2016 Date: December 16, 2016 Agenda Item: Consider and act upon a resolution authorizing the City Manager to execute an Interlocal Cooperation Agreement with Denton County regarding the City of Oak Point’s provision of fire protection services to certain unincorporated areas of Denton County for FY 2016-2017. Description of Agenda Item: The purpose of this agreement is for the City to respond to requests for fire protection services in certain unincorporated area of Denton County in close proximity to Oak Point. The assigned Fire/EMS District is unchanged from previous year. A copy of the map of the district is attached. Services are provided by DPS staff and volunteers and the City is compensated with an annual base payment of $10,000 plus a payment of $525 per run. The District essentially consists of the Cross Oaks Ranch subdivision, Knob Hill/Carter Edition subdivisions, and a small portion of unincorporated Denton County east of FM720/ Oak Grove Parkway. Budget Impact: The City’s FY 2016-2017 budget reflects the estimated revenue from the base payment and the runs in GL Codes 01-48-480130 and 01-48-480230. Legal Obligations and Review: This agreement is essentially the same as the previous year. Therefore, it was not forwarded to the City Attorney for review. Attached Documents: Resolution with Interlocal Cooperation Agreement and Map

Agenda Item No. 8 - Page 1 of 2

Board, Committee and/or Staff Recommendation: City staff recommends that the City Council approve the resolution authorizing the City Manager to execute an Interlocal Cooperation Agreement with Denton County regarding the City of Oak Point’s provision of fire protection services to certain unincorporated areas of Denton County for FY 2016-2017.

Agenda Item No. 8 - Page 2 of 2

CITY OF OAK POINT, TEXAS RESOLUTION NO. 2016-12-033R

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY OF OAK POINT, TEXAS, TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT WITH DENTON COUNTY REGARDING THE CITY OF OAK POINT’S PROVISION OF FIRE PROTECTION SERVICES TO CERTAIN UNINCORPORATED AREAS OF DENTON COUNTY FOR FY 2016-2017.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OAK

POINT, TEXAS:

SECTION 1: The City Manager of the City of Oak Point, Texas, is hereby

authorized to execute, on behalf of the City Council of the City of Oak Point, Texas, an

Interlocal Cooperation Agreement, a copy of which is hereto attached, with Denton

County regarding the City of Oak Point’s provision of fire protection services to certain

unincorporated areas of Denton County for FY 2016-2017.

SECTION 2: This Resolution shall take effect immediately upon its passage.

RESOLVED THIS THE 19th day of December, 2016.

Duane Olson, Mayor City of Oak Point, Texas

ATTEST: Amy Bockes, City Secretary City of Oak Point, Texas

To: Mayor and Council From: Luke Olson, City Manager Re: City Council Meeting – December 19, 2016 Date: December 16, 2016 Agenda Item: Continue a public hearing, consider and act upon the approval of an ordinance of the City of Oak Point, Texas, accepting and approving a service and assessment plan and assessment rolls for authorized improvements for the Prairie Oaks Public Improvement District No. 1; making a finding of special benefit to certain property in the extraterritorial jurisdiction of the City and within said district; levying special assessments against certain property within the extraterritorial jurisdiction of the City and establishing a lien on such property within said district; providing for payment of the assessment in accordance with Chapter 372, Texas Local Government Code, as amended; providing for the method of assessment and the payment of the assessments; providing for penalties and interest on delinquent assessments; providing a severability clause and providing for an effective date. Description of Agenda Item: Chapter 372, Texas Local Government Code, as amended, authorizes the City of Oak Point, Texas, to create public improvement districts within the corporate limits and extraterritorial jurisdiction of the City and on Monday, June 20, 2016 there was a petition presented to the City Council requesting the establishment of the Prairie Oaks Public Improvement District No. 1 consisting of approximately 103.603 contiguous acres within the extraterritorial jurisdiction of the City. The City Council determined on that date the petition satisfied the requirements and approved Resolution No. 2016-07-017R, ordering a public hearing that was held on Monday, August 15, 2016 to consider the resolution creating the Public Improvement District. After the City Council conducted the public hearing on Monday, August 15, 2016, Resolution No. 2016-08-020R was approved creating the Prairie Oaks Public Improvement District No. 1 and the property within the PID to be developed. City Council, at the October 17, 2016 meeting, passed Resolution No. 2016-10-028R accepting the preliminary service and assessment plan including a determination of cost of the public improvements to be constructed and financed for the special benefit of the Property; a service plan; an assessment plan; and an assessment roll.

Agenda Item No. 9 – Page 1 of 2

The purpose of this agenda item is for the City Council to continue the public hearing from November 21st and to consider an ordinance levying assessments against the Property to pay for the public improvements identified in the attached SAP. The public hearing will include testimony concerning the levying of special assessments in the aggregate amount of $8,423,559 against the Property to pay for public improvements that will confer a special benefit on the Property. At the same time the City Council will be asked to consider approving the ordinance levying such assessments in accordance with Section 372.017 of the Texas Local Government Code. Budget Impact: N/A Legal Obligations and Review: The City attorney has viewed and approved the ordinance and exhibits. The notice of public hearing was published in the Little Elm Journal on Friday, October 21, 2016, in accordance with Section 372.016(b) of the Texas Local Government Code and notices were mailed to the property owners within the boundaries of the Prairie Oaks Public Improvement District No. 1 at the same time, in accordance with Section 372.016(c) of the Texas Local Government Code. As of Friday, November 18 no reply forms had been received. Attached Documents: Ordinance Final Service and Assessment Plan Board, Committee and/or Staff Recommendation: City staff recommends that the City Council vote to approve an ordinance of the City of Oak Point, Texas, accepting and approving a service and assessment plan and assessment rolls for authorized improvements for the Prairie Oaks Public Improvement District No. 1; making a finding of special benefit to certain property in the extraterritorial jurisdiction of the City and within said district; levying special assessments against certain property within the extraterritorial jurisdiction of the City and establishing a lien on such property within said district; providing for payment of the assessment in accordance with Chapter 372, Texas Local Government Code, as amended; providing for the method of assessment and the payment of the assessments; providing for penalties and interest on delinquent assessments; providing a severability clause and providing for an effective date.


CITY OF OAK POINT, TEXAS ORDINANCE NO. 2016-12-427

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, ACCEPTING AND APPROVING A SERVICE AND ASSESSMENT PLAN AND ASSESSMENT ROLLS FOR THE PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1; MAKING A FINDING OF SPECIAL BENEFIT TO THE PROPERTY IN THE DISTRICT; LEVYING SPECIAL ASSESSMENTS AGAINST PROPERTY WITHIN THE DISTRICT AND ESTABLISHING A LIEN ON SUCH PROPERTY; PROVIDING FOR PAYMENT OF THE ASSESSMENTS IN ACCORDANCE WITH CHAPTER 372, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED; PROVIDING FOR THE METHOD OF ASSESSMENT AND THE PAYMENT OF THE ASSESSMENTS, PROVIDING PENALTIES AND INTEREST ON DELINQUENT ASSESSMENTS, PROVIDING FOR SEVERABILITY, AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, on June 20, 2016, a petition was submitted and filed with the City Secretary (the “City Secretary”) of the City of Oak Point, Texas (the “City”) pursuant to the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “PID Act”), requesting the creation of a public improvement district in the extraterritorial jurisdiction (the “ETJ”) of the City; and

WHEREAS, the petition contained the signatures of the owners of taxable property representing more than fifty percent of the appraised value of taxable real property liable for assessment within the District, as determined by the then current ad valorem tax rolls of the Denton Central Appraisal District, and the signature of the property owners who owned taxable real property that constituted more than fifty percent of the area of all taxable property within the District that is liable for assessment; and

WHEREAS, on August 15, 2016, after due notice, the City Council of the City (the “City Council”) held a public hearing in the manner required by law on the advisability of the public improvements and services described in the petition as required by Sec. 372.009 of the PID Act and made the findings required by Sec. 372.009(b) of the PID Act and, by Resolution No. 2016-08-020R (the “Authorization Resolution”) adopted by a majority of the members of the City Council, authorized and created the Prairie Oaks Public Improvement District No. 1 (the “District”) in accordance with its finding as to the advisability of the Authorized Improvements; and

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WHEREAS, on August 19, 2016 the City published the Authorization Resolution in the Little Elm Journal, a newspaper of general circulation in the City and in the ETJ of the City; and

WHEREAS, no written protests regarding the creation of the District from any owners of record of property within the District were filed with the City Secretary within 20 days after August 19, 2016; and

WHEREAS, on October 17, 2016, the City Council adopted a resolution (the “Cost Resolution”) determining the total costs of the Authorized Improvements, directing the filing of a proposed Assessment Rolls, authorizing the publication of notice of a public hearing to consider the levying of the Assessments against the property within the District (the “Levy and Assessment Hearing”) in a newspaper of general circulation in the City and in the ETJ of the City, and directing related action; and

WHEREAS, the City Council, pursuant to Section 372.016(b) of the PID Act, published notice of the Levy and Assessment Hearing on October 21, 2016 in the Little Elm Journal, a newspaper of general circulation in the City and in the ETJ of the City; and

WHEREAS, the City Council, pursuant to Section 372.016(c) of the PID Act, mailed the notice of the Levy and Assessment Hearing to the last known address of the owners of the property liable for the Assessments; and

WHEREAS, the City Council opened the Levy and Assessment Hearing on November 21, 2016, and continued the public hearing to 6:00 p.m. on December 19, 2016; and

WHEREAS, the City Council continued the Levy and Assessment Hearing on the 19th day of December, 2016, at which all persons who appeared, or requested to appear, in person or by their attorney, were given the opportunity to contend for or contest the Assessment Rolls, and the proposed Assessments, and to offer testimony pertinent to any issue presented on the amount of the Assessments, the allocation of Costs of the Authorized Improvements, the purposes of the Assessments, the special benefits of the Assessments, and the penalties and interest on annual installments and on delinquent annual installments of the Assessments; and

WHEREAS, the City Council finds and determines that the Assessment Rolls and the Prairie Oaks Public Improvement District No. 1 Service and Assessment Plan, dated December 19, 2016 (the “Service and Assessment Plan”), attached as Exhibit A hereto and which is incorporated herein for all purposes, should be approved and that the Assessments should be levied as provided in this Ordinance and the Service and Assessment Plan and the Assessment Rolls attached thereto as Appendix E and Appendix F; and

WHEREAS, the City Council further finds that there were no written objections or evidence submitted to the City Secretary in opposition to the Service and Assessment Plan, the

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allocation of Costs of the Authorized Improvements, the Assessment Rolls, or the levy of the Assessments; and

WHEREAS, the City Council closed the Levy and Assessment hearing, and, after considering all written and documentary evidence presented at the hearing, including all written comments and statements filed with the City, determined to proceed with the adoption of this Ordinance in conformity with the requirements of the PID Act.

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS:

Section 1. Terms.

Terms not otherwise defined herein are defined in the Service and Assessment Plan.

Section 2. Findings.

The findings and determinations set forth in the preambles hereof are hereby incorporated by reference and made a part of this Ordinance for all purposes as if the same were restated in full in this Section. The City Council hereby finds, determines, and ordains, as follows:

(a) The apportionment of the Costs of the Authorized Improvements (as reflected in the Service and Assessment Plan, and the Annual Collection Costs pursuant to the Service and Assessment Plan) is fair and reasonable, reflects an accurate presentation of the special benefit each assessed Parcel will receive from the construction of the Authorized Improvements identified in the Service and Assessment Plan, and is hereby approved;

(b) The Service and Assessment Plan covers a period of at least five years and defines the annual indebtedness and projected costs for the Authorized Improvements;

(c) The Service and Assessment Plan apportions the Cost of an Authorized Improvement to be assessed against the property in the District and such apportionment is made on the basis of special benefits accruing to the property because of the Authorized Improvements;

(d) All of the real property in the District which is being assessed in the amounts shown in the Assessment Rolls will be benefited by the Authorized Improvements proposed to be constructed as described in the Service and Assessment Plan, and each assessed Parcel will receive special benefits in each year equal to or greater than each annual Assessment and will receive special benefits during the term of the Assessments equal to or greater than the total amount assessed;

(e) The method of apportionment of the Costs of the Authorized Improvements and Annual Collection Costs set forth in the Service and Assessment Plan

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results in imposing equal shares of the Costs of the Authorized Improvement Costs and Annual Collection Costs on property similarly benefited, and results in a reasonable classification and formula for the apportionment of the Costs;

(f) The Service and Assessment Plan should be approved as the service plan and assessment plan for the District as described in Sections 372.013 and 372.014 of the PID Act;

(g) The Assessment Rolls in the form attached as Appendix E and Appendix F to the Service and Assessment Plan (the “Assessment Rolls”) should be approved as the Assessment Rolls for the District;

(h) The provisions of the Service and Assessment Plan relating to due and delinquency dates for the Assessments, interest on Annual Installments, interest and penalties on delinquent Assessments and delinquent Annual Installments, and procedures in connection with the imposition and collection of Assessments should be approved and will expedite collection of the Assessments in a timely manner in order to provide the services and improvements needed and required for the area within the District; and

(i) A written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public for the time required by law preceding this meeting, as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and that this meeting has been open to the public as required by law at all times during which this Ordinance and the subject matter hereof has been discussed, considered, and formally acted upon.

Section 3. Assessment Plan.

The Service and Assessment Plan is hereby accepted and approved pursuant to Sections 372.013 and 372.014 of the PID Act as the service plan and the assessment plan for the District.

Section 4. Assessment Rolls.

The Assessment Rolls are hereby accepted and approved pursuant to Section 372.016 of the PID Act as the Assessment Rolls of the District.

Section 5. Levy and Payment of Special Assessments for Costs of Improvement Project.

(a) The City Council hereby levies an assessment on each tract of property (excluding non-benefitted property) located within the District, as shown and described on the Service and Assessment Plan and the Assessment Rolls, in the respective amounts shown on the Assessment Rolls as a special assessment on the properties set forth in the Assessment Rolls.

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(b) The levy of the Assessments shall be effective on the date of execution of this Ordinance levying Assessments and strictly in accordance with the terms of the Service and Assessment Plan.

(c) The collection of the Assessments shall be as described in the Service and Assessment Plan.

(d) Each Assessment may be paid in a lump sum at any time or may be paid in Annual Installments pursuant to the terms of the Service and Assessment Plan.

(e) Each Assessment shall bear interest at the rate or rates specified in the Service and Assessment Plan.

(f) Each Annual Installment shall be collected each year in the manner set forth in the Service and Assessment Plan.

(g) The Annual Collection Costs for Assessed Properties shall be calculated pursuant to the terms of the Service and Assessment Plan.

Section 6. Method of Assessment.

The method of apportioning the Costs is as set forth in the Service and Assessment Plan.

Section 7. Penalties and Interest on Delinquent Assessments.

Delinquent Assessments shall be subject to the penalties, interest, procedures, and foreclosure sales set forth in the Service and Assessment Plan. The Assessments shall have lien priority as specified in the PID Act and the Service and Assessment Plan.

Section 8. Prepayments of Assessments.

As provided in Section VI of the Service and Assessment Plan, the owner of any Assessed Property may prepay the Assessments levied by this Ordinance.

Section 9. Lien Priority.

The City Council and the owners of property in the District intend for the obligations, covenants and burdens on the landowners of Assessed Property, including without limitation the property owners’ obligations related to payment of the Assessments and the Annual Installments thereof, to constitute covenants that shall run with the land. The Assessments and the Annual Installments thereof which are levied hereby shall be binding upon the Assessed Parties, as the owners of the property in the District of Assessed Property, and their respective transferees, legal representatives, heirs, devisees, successors and assigns in the same manner and for the same period as such parties would be personally liable for the payment of ad valorem taxes under

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applicable law. Assessments shall have lien priority as specified in the Service and Assessment Plan and the PID Act.

Section 10. Appointment of Administrator and Collector of Assessments.

(a) Appointment of Administrator.

MuniCap, Inc., of Columbia, Maryland, is hereby appointed and designated as the initial Administrator of the Service and Assessment Plan and of Assessments levied by this Ordinance. The administrator shall perform the duties of the Administrator described in the Service and Assessment Plan and in this Ordinance. The Administrator’s fees, charges and expenses for providing such service shall constitute an Annual Collection Cost.

(b) Collector.

The City shall, by future action, appoint a third-party collector of the Assessments. The City is hereby authorized to enter into an agreement with a third-party for the collection of the Assessments. The City may also contract with any other qualified collection agent selected by the City or may collect the Assessments on its own behalf. The costs of such collection contracts shall constitute an Administrative Expense.

Section 11. Applicability of Tax Code.

To the extent not inconsistent with this Ordinance, and not inconsistent with the PID Act or the other laws governing public improvement districts, the provisions of the Texas Tax Code shall be applicable to the imposition and collection of Assessments by the City.

Section 12. Severability.

If any provision, section, subsection, sentence, clause, or phrase of this Ordinance, or the application of same to any person or set of circumstances is for any reason held to be unconstitutional, void, or invalid, the validity of the remaining portions of this Ordinance or the application to other persons or sets of circumstances shall not be affected thereby, it being the intent of the City Council that no portion hereof, or provision or regulation contained herein shall become inoperative or fail by reason of any unconstitutionality, voidness, or invalidity or any other portion hereof, and all provisions of this ordinance are declared to be severable for that purpose.

Section 13. Effective Date.

This Ordinance shall take effect, and the levy of the Assessments, and the provisions and terms of the Service and Assessment Plan shall be and become effective upon passage and execution hereof.

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ADOPTED, PASSED, AND APPROVED on this the 19th day of December, 2016.

CITY OF OAK POINT, TEXAS Duane Olson, Mayor ATTEST: Amy Bockes, City Secretary APPROVED AS TO FORM: Terrence Welch, City Attorney

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Exhibit A

Service and Assessment Plan

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MuniCap. Inc. v 1.7

PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1

CITY OF OAK POINT, TX

SERVICE AND ASSESSMENT PLAN

DECEMBER 19, 2016

MuniCap. Inc.

PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1

SERVICE AND ASSESSMENT PLAN

Table of Contents Section I Plan Description and Defined Terms 1 Section II Property Included in the PID 7 Section III Description of Authorized Improvements 8 Section IV Service Plan 12 Section V Assessment Plan 15 Section VI Terms of the Assessments 20 Section VII Assessment Roll 25 Section VIII Miscellaneous Provisions 27

List of Appendices

Appendix A – PID and Phase Maps Appendix B – Authorized Improvement Estimated Costs Appendix C – Diagrams of Authorized Improvements Appendix D – Equivalent Units and Allocation of Assessments Appendix E – Phases #2 – 4 Major Improvements Assessment Roll Appendix F – Phase #1 Assessment Roll

MuniCap. Inc 1

Section I PLAN DESCRIPTION AND DEFINED TERMS

A. Introduction

On August 15, 2016, (the “Creation Date”) the City Council of the City of Oak Point (the “City Council”) passed and approved Resolution No. 2016-08-020R approving and authorizing the creation of Prairie Oaks Public Improvement District No. 1 (the “PID”) to finance the costs of certain public improvements for the benefit of property in the PID, all of which is located within the City of Oak Point (the “City”). The property in the PID is proposed to be developed in approximately four phases, and the PID will finance improvements that benefit the entire property in the PID and improvements that benefit each phase as each phase is developed. Assessments will be imposed on all property in the PID for the improvements that benefit the entire PID and on the property in each phase for the public improvements to be provided for that phase. Chapter 372 of the Texas Local Government Code, “Improvement Districts in Municipalities and Counties” (as amended, the “PID Act”), governs the creation of public improvement districts within the State of Texas. This Service and Assessment Plan has been prepared pursuant to Sections 372.013, 372.014, 372.015 and 372.016 of the PID Act. According to Section 372.013 of the PID Act, a service plan “must cover a period of at least five years and must also define the annual indebtedness and the projected costs for improvements. The plan shall be reviewed and updated annually for the purpose of determining the annual budget for improvements.” The service plan is described in Section IV of this Service and Assessment Plan. Section 372.014 of the PID Act states that “an assessment plan must be included in the annual service plan.” The assessment plan is described in Section V. Section 372.015 of the PID Act states that “the governing body of the municipality or county shall apportion the cost of an improvement to be assessed against property in an improvement district.” The method of assessing the costs of the Authorized Improvements to the property in the PID is included in Section V of this Service and Assessment Plan. Section 372.016 of the PID Act states that “after the total cost of an improvement is determined, the governing body of the municipality or county shall prepare a proposed assessment roll. The roll must state the assessment against each parcel of land in the district, as determined by the method of assessment chosen by the municipality or county under this subchapter.” The Assessment Roll for the Phases #2 – 4 Major Improvement Area is attached hereto as Appendix E and the Assessment Roll for the Phase #1 is attached hereto as Appendix F of this Service and Assessment Plan. The Assessments as shown on the Assessment Rolls are based on the method of assessment described in Section V of this Service and Assessment Plan. B. Definitions Capitalized terms used herein shall have the meanings ascribed to them as follows: “Actual Cost(s)” means, with respect to an Authorized Improvement, the demonstrated, reasonable, allocable, and allowable costs of constructing such Authorized Improvement, as specified in a Certification for Payment that has been reviewed and approved by the City. Actual

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Costs may include (a) the costs for the design, planning, financing, administration, management, acquisition, installation, construction and/or implementation of such Authorized Improvement, including general contractor construction management fees and real estate acquisition costs, if any, (b) the costs of preparing the construction plans for such Authorized Improvement, (c) the fees paid for obtaining permits, licenses or other governmental approvals for such Authorized Improvement, (d) the costs for external professional costs associated with such Authorized Improvement, such as engineering, geotechnical, surveying, land planning, architectural landscapers, advertising, marketing and research studies, appraisals, legal, accounting and similar professional services, taxes (property and franchise) (e) the costs of all labor, bonds and materials, including equipment and fixtures, incurred by contractors, builders and materialmen in connection with the acquisition, construction or implementation of the Authorized Improvements, (f) all related permitting, zoning and public approval expenses, architectural, engineering, legal, and consulting fees, financing charges, taxes, governmental fees and charges (including inspection fees, plan review fees, County permit fees, development fees), insurance premiums, miscellaneous expenses, and all advances and payments for Administrative Expenses. Actual Costs may include general contractor’s fees in an amount up to a percentage equal to the percentage of work completed and accepted by the City or construction management fees in an amount up to five percent of the eligible Actual Costs described in a Certification for Payment. The amounts expended on legal costs, taxes, governmental fees, insurance premiums, permits, financing costs, and appraisals shall be excluded from the base upon which the general contractor and construction management fees are calculated. Actual Costs also may be paid to the Developer or any other person or entity only in the capacity of construction manager or only in the capacity of general contractor but not both. “Administrator” means the employee or designee of the City who shall have the responsibilities provided for herein, or in another agreement approved by the City Council. “Administrative Expenses” mean the administrative, organization, maintenance and operation costs associated with, or incident to, the administration, organization, maintenance and operation of the PID, including, but not limited to, the costs of: (i) annual administrative, organization, maintenance, and operation costs and expenses associated with, or incident and allocable to, the administration, organization, and operation of the PID, (ii) computing, levying, billing and collecting Assessments or the installments thereof, (iii) investing or depositing of monies, (iv) complying with the PID Act and codes, (v) legal counsel, engineers, accountants, financial advisors, investment bankers or other consultants and advisors, and (vi) administering the construction of the Authorized Improvements. Administrative Expenses do not include payment of the actual principal of, redemption premium, if any, and interest on applicable reimbursement obligations. Administrative Expenses collected and not expended for actual Administrative Expenses shall be carried forward and applied to reduce Administrative Expenses in subsequent years to avoid the over-collection of Administrative Expenses. “Annual Installment” means, with respect to each Assessed Property, each annual payment of: (i) the Assessment, as shown on the Assessment Roll attached hereto as Appendix E and Appendix F, as applicable, or in an Annual Service Plan Update, and calculated as provided in Section VI of this Service and Assessment Plan, (ii) the interest on the outstanding Assessment amount and (iii) Administrative Expenses as described in this Service and Assessment Plan.

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“Annual Service Plan Update” has the meaning set forth in Section IV of this Service and Assessment Plan. “Assessed Property” means, for any year, Parcels within the PID other than Non-Benefited Property. “Assessment” means an assessment levied against a Parcel imposed pursuant to an Assessment Ordinance and the provisions herein, as shown on an Assessment Roll, subject to reallocation upon the subdivision of such Parcel created by such subdivision or reduction according to the provisions herein and the PID Act. “Assessment Ordinance” means an Assessment Ordinance adopted by the City Council approving the Service and Assessment Plan (including amendments, supplements or updates to the Service and Assessment Plan) and levying the Assessments. “Assessment Revenues” mean the revenues actually received by the City from Assessments levied within the PID. “Assessment Roll” means, as applicable, the Phase #1 Assessment Roll and the Phases #2 - 4 Major Improvements Assessment Roll, an Assessment Roll for any Future Phases related to future phases of development or any other Assessment Roll in an amendment or supplement to this Service and Assessment Plan or in an Annual Service Plan Update. “Authorized Improvements” mean those public improvements described in Section 372.003 of the PID Act designed, constructed, and installed in accordance with this Service and Assessment Plan, and any future updates and/or amendments, including improvements for Future Phases described in an amendment or supplement to this Service and Assessment Plan or in an Annual Service Plan Update. “Certification for Payment” means the document to be provided by the Developer or construction manager to substantiate the Actual Cost of one or more Authorized Improvements. “City” means the City of Oak Point, Texas. “City Council” means the duly elected governing body of the City. “Delinquent Collection Costs” mean interest, penalties and expenses incurred or imposed with respect to any delinquent installment of an Assessment in accordance with the PID Act and the costs related to pursuing collection of a delinquent Assessment and foreclosing the lien against the Assessed Property, including attorney’s fees. “Developer” means OPLE Prairie Oaks Development, Inc. “Development Agreement” means that certain Development Agreement relating to the PID executed by and between the Developer and the City effective _________, as the same may be amended from time to time.

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“Equivalent Units” mean, as to any Parcel the number of dwelling units by lot type expected to be built on the Parcel multiplied by the factors calculated and shown in Appendix D attached hereto. “Future Phases” means Phases that are fully developed after Phase #1, as such areas are generally shown in Appendix A. The Future Phases are subject to adjustment and are shown for example only. “Homeowner Association Property” means property within the boundaries of the PID that is owned by or irrevocably offered for dedication to, whether in fee simple or through an exclusive use easement, a homeowners’ association established for the benefit of a group of homeowners or property owners within the PID. “Lot” means a tract of land described as a “lot” in a subdivision plat recorded in the Official Public Records of Denton County, Texas. “Major Improvements” means Authorized Improvements which benefit all Assessed Property within the PID and are described in Section III.B. “Mustang Special Utility District” or “Mustang” means the holder of the certificates of convenience and necessity for the provision of retail water and sewer service to the property in the PID. “Non-Benefited Property” means Parcels within the boundaries of the PID that accrue no special benefit from the Authorized Improvements, including Homeowner Association Property, Public Property and easements that create an exclusive use for a public utility provider. Property identified as Non-Benefited Property at the time the Assessments (i) are imposed or (ii) are reallocated pursuant to a subdivision of a Parcel is not assessed. Assessed Property converted to Non-Benefited Property, if the Assessments may not be reallocated pursuant to Section VI-F remains subject to the Assessments and requires the Assessments to be prepaid as provided for in Section VI-D. “Parcel” means a property identified by either a tax map identification number assigned by the Denton Central Appraisal District for real property tax purpose, by metes and bounds description, by lot and block number in a final subdivision plat recorded in the Official Public Records of Denton County, or by any other means determined by the City. “Phase” means one or more Parcels within the PID that will be developed in the same general time period. The Parcels within a Phase will be assessed in connection with the Authorized Improvements (or the portion thereof) designated in an update to this Service and Assessment Plan that specially benefit the Parcels within the Phase. “Phase #1” means the first Phase to be developed, identified as “Phase #1” and generally shown in Appendix A and as specifically depicted and described as the sum of all Parcels shown in Appendix E. “Phase #1 Assessed Property” means all Parcels within Phase #1 other than Non-Benefited Property.

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“Phase #1 Assessment Roll” means the document included in this Service and Assessment Plan as Appendix F, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act or in connection with any Annual Service Plan Update. “Phase #1 Improvements” means Authorized Improvements which only benefit Phase #1 Assessed Property and are described in Section III.C. “Phase #1 Revenues” mean the revenues received by the City from the collection of Assessments and Annual Installments for the Phase #1 Assessed Property. “Phase #1 Reimbursement Agreement” means a reimbursement Agreement between the City and the Developer dated as of December 19, 2016 to reimburse the Developer from Phase #1 Revenues collected (excluding Administrative Expenses) for the Actual Costs of the Phase #1 Improvements (including Phase #1 share of the Major Improvements) constructed, inspected and approved by the City. “Phases # 2 - 4” mean the property within the PID excluding Phase #1. “Phases #2 - 4 Assessed Property” means, for any year, all Parcels within the PID other than (a) Non-Benefited Property, and (b) Parcels within Phase #1. “Phases #2 - 4 Major Improvements Assessment Roll” means the document included in this Service and Assessment Plan as Appendix E, as updated, modified or amended from time to time in accordance with the procedures set forth herein and in the PID Act or in connection with any Annual Service Plan Update. “Phases #2 - 4 Major Improvements Reimbursement Agreement” means a reimbursement Agreement between the City and the Developer dated as of December 19, 2016 to reimburse the Developer from Phases #2 - 4 Revenues collected (excluding Administrative Expenses) for the Actual Costs of the Phases #2 - 4 share of the Major Improvements constructed, inspected and approved by the City. “Phases #2 - 4 Revenues” mean the revenues received by the City from the collection of Assessments and Annual Installments for the Phases #2 - 4 Assessed Property. “PID” has the meaning set forth in Section I.A of this Service and Assessment Plan. “PID Act” means Texas Local Government Code Chapter 372, Improvement Districts in Municipalities and Counties, as amended. “Prepayment Costs” mean interest and expenses to the date of prepayment, plus any additional expenses related to the prepayment, reasonably expected to be incurred by or imposed upon the City as a result of any prepayment of an Assessment. “Property” has property within the boundaries of the PID as described in Section II.A of this Service and Assessment Plan.

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“Public Property” means property right of way and easements within the boundaries of the PID that are owned by or irrevocably offered for dedication to the federal government, the State of Texas, Denton County, the City, a school district, a public utility provider or any other public agency, whether in fee simple or through an exclusive use easement. “Service and Assessment Plan” means this Service and Assessment Plan prepared for the PID pursuant to the PID Act, as the same may be amended from time to time.

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Section II PROPERTY INCLUDED IN THE PID

A. Property Included in the PID

The PID is presently located within the extraterritorial jurisdiction (ETJ) of the City and contains approximately 103.528 acres of land. A map of the property within the PID is shown in Appendix A to this Service and Assessment Plan. At completion, the PID is expected to consist of approximately 355 detached single family residential units, and infrastructure necessary to provide roadways, drainage, water and wastewater to the property within the PID. B. Property Included in Phase #1

The property within the PID consists of approximately 103.528 acres. Phase #1 consists of approximately 19.5 acres projected to consist of 64 single family residential units to be developed as Phase #1. A map of the property within the PID and Phase #1 is shown in Appendix A. A list of the Parcels within the PID is included in Appendix E. A list of the Parcels within Phase #1 is included in Appendix F. A map depicting the boundaries of each proposed Phase is also included in Appendix A. C. Property Included in Future Phases

Phases #2 - 4 consist of the remainder of the property in the PID not included in Phase #1 and projected to consist of 291 single family residential units to be developed as Phases #2 - 4. A map of the property within the PID and Phases #2 - 4 is shown in Appendix A. As Phases are developed, this Service and Assessment Plan will be updated to add additional details of each new Phase(s) as shown above for Phase #1. A map of the projected property within each Future Phase is shown in Appendix A. The Future Phases are shown for illustrative purposes only and are subject to adjustment.

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Section III DESCRIPTION OF THE AUTHORIZED IMPROVEMENTS

A. Authorized Improvement Overview

Section 372.003 of the PID Act defines the improvements that may be undertaken by a municipality or county through the establishment of a public improvement district, as follows: 372.003. Authorized Improvements

(a) If the governing body of a municipality or county finds that it promotes the interests of

the municipality or county, the governing body may undertake an improvement project that confers a special benefit on a definable part of the municipality or county or the municipality’s extraterritorial jurisdiction. A project may be undertaken in the municipality or county or the municipality’s extraterritorial jurisdiction.

(b) A public improvement may include:

(i) landscaping; (ii) erection of fountains, distinctive lighting, and signs;

(iii) acquiring, constructing, improving, widening, narrowing, closing, or rerouting

of sidewalks or of streets, any other roadways, or their rights-of way;

(iv) construction or improvement of pedestrian malls; (v) acquisition and installation of pieces of art; (vi) acquisition, construction, or improvement of libraries;

(vii) acquisition, construction, or improvement of off-street parking facilities;

(viii) acquisition, construction, improvement, or rerouting of mass transportation

facilities;

(ix) acquisition, construction, or improvement of water, wastewater, or drainage facilities or improvements;

(x) the establishment or improvement of parks;

(xi) projects similar to those listed in Subdivisions (i)-(x);

(xii) acquisition, by purchase or otherwise, of real property in connection with an

authorized improvement;

(xiii) special supplemental services for improvement and promotion of the district, including services relating to advertising, promotion, health and sanitation, water and wastewater, public safety, security, business recruitment, development, recreation, and cultural enhancement; and

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(xiv) payment of expenses incurred in the establishment, administration and operation of the district.

After analyzing the public improvement projects authorized by the PID Act, the City has determined that the Authorized Improvements described Section III.B and Section III.C should be undertaken by the City for the benefit of the property within the PID. B. Description and Estimated Costs of Major Improvements

The Major Improvements that benefit the property within the PID include Major Improvements that benefit all phases. The costs of the Major Improvements are allocated proportionally throughout the entire the PID, excluding Non-Benefited Property, in a manner that anticipates planned development of the PID based on the number of units planned to be developed on each Parcel. The Major Improvements are described below. The costs of these Major Improvements are shown in Table III-A. The costs shown in Table III-A are estimates and may be revised in Annual Service Plan Updates.

Roadway improvements: The road improvements part of the Major Improvements includes construction of perimeter road and thoroughfare improvements, including related paving, drainage, curbs, gutters, sidewalks, retaining walls, signage, and traffic control devices. The road improvements will provide street access to the PID as well as access to community roadways and state highways. All roadway projects will be designed and constructed in accordance with City standards and specifications and will be owned and operated by the City.

Water distribution system improvements: The water distribution system improvements part of the Major Improvements consists of construction and installation of off-site water lines, mains, pipes, valves and appurtenances, necessary for the water distribution system, as well as related testing, trench safety and erosion protection. These water distribution system improvements will be designed and constructed in accordance with Mustang standards and specifications and will be owned and operated by Mustang.

Sanitary sewer collection system improvements: The sanitary sewer improvements part of the Major Improvements consists of construction and installation of sewer pipes, service lines, manholes, encasements and appurtenances. The sanitary sewer improvements will be designed and constructed in accordance with Mustang standards and specifications and will be owned and operated by the Mustang.

Storm Drainage collection system improvements: The storm drainage collection sewer improvements part of the Major Improvements consists of construction and installation of pipes, service lines, encasements and appurtenances. The storm drainage improvements will be designed and constructed in accordance with City standards and specifications and will be owned and operated by the City.

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Table III-A Estimated Costs of the Major Improvements

Authorized Improvements Estimated Cost

Roadway improvement costs $2,022,327

Water distribution system improvement costs $496,974

Sanitary sewer collection system improvement costs $1,574,960

Storm drainage collection system improvements $1,076,091

Other soft and miscellaneous costs $1,432,940 Total estimated Major Improvement Costs $6,603,292

The costs shown in Table III-A are estimates and may be revised in Annual Service Plan Updates. Savings from one line item may be applied to a cost increase in another line item. These savings may be applied only to increases in costs of the Authorized Improvements (i.e., the improvements for the benefit of property within the PID). C. Description and Estimated Costs of Phase #1 Improvements The Phase #1 Revenues (excluding amounts collected for Administrative Expenses) will fund a portion of the costs of the Major Improvements (as described above in Section III.B) as well as the Phase #1 Improvements, which only benefit the Phase #1 Assessed Property. The Phase #1 Improvements are described below. All of the Phase #1 Improvements provide benefit to Phase #1. The costs of the Phase #1 Improvements are shown in Table III-C. The costs shown in Table III-C are estimates and may be revised in Annual Service Plan Updates.

Roadway improvements: The road improvements part of the Major Improvements includes construction of perimeter road and thoroughfare improvements, including related paving, drainage, curbs, gutters, sidewalks, retaining walls, signage, and traffic control devices. The road improvements will provide street access to the PID as well as access to community roadways and state highways. All roadway projects will be designed and constructed in accordance with City standards and specifications and will be owned and operated by the City.

Water distribution system improvements: The water distribution system improvements part of the Major Improvements consists of construction and installation of off-site water lines, mains, pipes, valves and appurtenances, necessary for the water distribution system, as well as related testing, trench safety and erosion protection. These water distribution system improvements will be designed and constructed in accordance with Mustang standards and specifications and will be owned and operated by the Mustang.

Sanitary sewer collection system improvements: The sanitary sewer collection system improvements part of the Major Improvements consists of construction and installation

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of sewer pipes, service lines, manholes, encasements and appurtenances. The sanitary sewer collection system improvements will be designed and constructed in accordance with Mustang standards and specifications and will be owned and operated by the Mustang.

Storm Drainage collection system improvements: The storm drainage collection system sewer improvements part of the Major Improvements consists of construction and installation of pipes, service lines, encasements and appurtenances. The storm drainage collection system improvements will be designed and constructed in accordance with City standards and specifications and will be owned and operated by the City. Table III-B below shows the estimated costs of the Phase #1 Improvements.

Table III-B Estimated Phase #1 Improvement Costs

Authorized Improvements Estimated Cost Roadway improvement costs $436,284 Water distribution system improvement costs $185,042 Sanitary sewer collection system improvement costs $177,441 Storm drainage collection system improvements $194,021 Other soft and miscellaneous costs $209,479 Subtotal - Estimated Phase #1 Improvement Costs $1,202,267 Add: Phase #1 share of estimated Major Improvement Costs ($6,603,292 × 16.86%)1 $1,113,369

Total Estimated Phase #1 Improvement Costs $2,315,636 1 – See Section V (C) regarding % for allocation of the estimated costs of Major Improvements to Phase #1.

The costs shown in Tables III-A and III-B are estimates and may be revised in Annual Service Plan Updates. The detailed costs of the Authorized Improvements are shown in Appendix B to this Service and Assessment Plan. Savings from one line item may be applied to a cost increase in another line item. These savings may be applied only to increases in costs of the Authorized Improvements (i.e., the improvements for the benefit of property within the PID).

D. Future Phase Authorized Improvements

As Phases are developed, in association with execution of a reimbursement agreement for such Future Phase, this Service and Assessment Plan will be updated to identify the Authorized Improvements that benefit each Phase (e.g., a Table III-C will be added to show the estimated costs for Phase #2 Authorized Improvements, etc.).

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Section IV SERVICE PLAN

The PID Act requires the service plan to cover a period of at least five years. The service plan is required to define the annual projected costs and indebtedness for the Authorized Improvements undertaken within the PID during a five-year period. It is anticipated that it will take approximately 18 months for the Major Improvements to be constructed and approximately 18 months for the Phase #1 Improvements to be constructed. At some point after some or all of the Major Improvements and Phase #1 Improvements are constructed, Phase #2 will begin development. After Phase #2 is developed, it is anticipated that Phase #3 will begin development, and so on, with each Future Phase to be subsequently developed corresponding with a Service and Assessment Plan update for that Future Phase. The total estimated costs for Major Improvements, Phase #1 Improvements and payment of expenses incurred in the establishment of the PID is $8,423,559 shown in Table IV-A herein. The service plan shall be reviewed and updated at least annually for the purpose of determining the annual budget for Administrative Expenses, updating the estimated Authorized Improvement costs, and updating the Assessment Roll(s). Any update to this Service and Assessment Plan is herein referred to as an Annual Service Plan Update. Table IV-A summarizes the sources and uses of funds required to construct the Major Improvements, Phase #1 Improvements and the establishment of the PID. The City will enter into reimbursement Agreements with the Developer to reimburse the Developer for the Actual Costs of the Authorized Improvements constructed, inspected and approved by the City from Assessment Revenues collected (excluding amounts collected for Administrative Expenses) and the payment obligations under the reimbursement agreements may be assigned to issue bonds by third-party issuers. The sources and uses of funds shown in Table IV-A shall be updated each year in the Annual Service Plan Update to reflect any budget revisions and Actual Costs. The service plan shall be reviewed and updated at least annually for the purpose of determining the annual budget for Administrative Expenses, updating the estimated Authorized Improvement costs, and updating the Assessment Roll. Any update to this Service and Assessment Plan is herein referred as an “Annual Service Plan Update.” As Future Phases are developed, this Service and Assessment Plan will be updated to include costs of Authorized Improvements for those Future Phases and the additional Major Improvements, if any, benefiting the Future Phases. As shown in Table IV-A below, the total par amount of the Phases #2 – 4 Major Improvements Reimbursement Agreement (the “Phases #2 – 4 Major Improvements Reimbursement Agreement”) is $3,650,000 the total amount of the Phases #2 - 4 share of the Major Improvements funded is $5,489,923. The total par amount of Phase #1 Reimbursement Agreement (the “Phase# 1 Reimbursement Amount”) is $1,500,000, the total amount of Phase #1 share of the Major Improvements is $1,113,369 and the total amount of Phase #1 Improvements funded is $1,202,267.

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Table IV-A Estimated Sources and Uses of Funds

Sources of Funds

Phases# 2-4 Reimbursement

Agreement

Phase# 1 Reimbursement

Agreement Total Reimbursement amount $3,650,000 $1,500,000 $5,150,000 Other funding sources $2,277,923 $995,636 $3,273,559 Total Sources $5,927,923 $2,495,636 $8,423,559 Uses of Funds Major Improvements Road improvements $1,681,346 $340,981 $2,022,327 Water distribution system improvements $413,180 $83,794 $496,974 Sanitary sewer improvements $1,309,409 $265,551 $1,574,960 Storm drainage improvements $894,653 $181,438 $1,076,091 Other soft and miscellaneous costs $1,191,335 $241,605 $1,432,940 Subtotal $5,489,923 $1,113,369 $6,603,292 Phase 1 Improvements Road improvements $0 $436,284 $436,284 Water distribution system improvements $0 $185,042 $185,042 Sanitary sewer improvements $0 $177,441 $177,441 Storm drainage improvements $0 $194,021 $194,021 Other soft and miscellaneous costs $0 $209,479 $209,479 Subtotal $0 $1,202,267 $1,202,267 Estimated PID establishment related costs $438,000 $180,000 $618,000 Total Uses $5,927,923 $2,495,636 $8,423,559

The annual projected costs and annual projected indebtedness are shown in Table IV-B. The annual projected costs and indebtedness are subject to revision and each shall be updated in the Annual Service Plan Update to reflect any changes in the costs or indebtedness expected for each year. The project indebtedness will either reflect anticipated or outstanding Assessments.

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Table IV-B Annual Projected Costs and Annual Projected Indebtedness

Year Annual

Projected Cost

Annual Projected

Indebtedness Other Funding

Sources 2016 $8,423,559 $5,150,000 $3,273,559 2017 $0 $0 $0 2018 $0 $0 $0 2019 $0 $0 $0 2020 $0 $0 $0

$8,423,559 $5,150,000 $3,273,559 The annual projected costs shown in Table IV-B are the annual expenditures relating to the Major Improvements shown in Table III-A, the Phase #1 Improvements shown in Table III-B and the costs associated with establishing the PID shown in Table IV-A herein. The difference between the total projected cost and the total projected indebtedness, if any, is an amount contributed by the Developer. As Future Phases are developed, this Table IV-B will be updated to identify the Future Phase Authorized Improvements and the projected indebtedness. The project indebtedness will reflect either anticipated or outstanding Assessments.

Repair and Maintenance of the Authorized Improvements

Administrative Expenses of the PID may include the expenses of repair and maintenance of the Authorized Improvements in order to operate and maintain the applicable Authorized Improvements. Such repair and maintenance amounts, up to $0.05 per $100 of taxable value per year for owner occupied homes, may include maintaining the Authorized Improvements within the PID in a manner consistent with the City's standards for similar public improvements throughout the City. The Annual Installments may include in Administrative Expenses an amount to pay such expenses.


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Section V ASSESSMENT PLAN

A. Introduction

The PID Act requires the City Council to apportion the Actual Cost of the Authorized Improvements on the basis of special benefits conferred upon the Property by the Authorized Improvements. The PID Act provides that the Actual Costs may be assessed: (i) equally per front foot or square foot; (ii) according to the value of the property as determined by the governing body, with or without regard to improvements on the property; or (iii) in any other manner that results in imposing equal shares of the cost on property similarly benefited. The PID Act further provides that the governing body may establish by ordinance or order reasonable classifications and formulas for the apportionment of the cost between the municipality and the area to be assessed and the methods of assessing the special benefits for various classes or improvements. For purposes of this Service and Assessment Plan, the City Council has determined that the costs of the Major Improvements, Phase #1 Improvement and additional Authorized Improvements for Phases #2 - 4 shall be allocated to the Assessed Property as described below:

1. The Major Improvement costs shall be allocated to the Phase #1 Assessed Property and Phases #2 - 4 Assessed Property on the basis of the Equivalent Units to be developed within the PID as shown under (C) below, and that such method of allocation will result in the imposition of equal shares of the costs of the Major Improvements to Parcels similarly benefited within the PID.

2. The costs of Major Improvements funded through the Phases #2 - 4 Major Improvements Reimbursement Agreement shall be allocated to the Phases #2 - 4 Assessed Property on the basis of the Equivalent Units to be developed within Phases #2 - 4, and that such method of allocation will result in the imposition of equal shares of the costs of The Phases #2 - 4 Major Improvements to Parcels similarly benefited.

3. The costs of Major Improvements allocated to Phase #1 and the costs of Phase #1

Improvements funded through the Phase #1 Reimbursement Agreement shall be allocated to the Phase #1 Assessed Property on the basis of the Equivalent Units to be developed within Phase #1, and that such method of allocation will result in the imposition of equal shares of applicable Phase #1 Improvement costs to Parcels similarly benefited.

4. The remaining costs of Major Improvements allocated to Phases #2 - 4 shall be allocated

to the Phases #2 - 4 Assessed Property on the basis of the Equivalent Units to be developed within Phases #2 - 4, and that such method of allocation will result in the imposition of equal shares of the remaining costs of Major Improvements to Parcels similarly benefited.

At this time it is impossible to determine with absolute certainty the amount of special benefit each Parcel within Future Phases will receive from Authorized Improvements for such Future Phases. Therefore, at this time Parcels will only be assessed for the special benefits conferred upon the Parcel because of the Major Improvements and Phase #1 Improvements.

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In connection with the execution of additional reimbursement agreement(s) for Future Phases, this Service and Assessment Plan will be updated to reflect the special benefit each Parcel of Assessed Property within a Future Phase receives from Authorized Improvements for Future Phases funded through the Assessments with respect to that Future Phase or pursuant to a Reimbursement Agreement for that Future Phase. Prior to assessing Parcels located within Future Phases, each owner of the Parcels to be assessed must acknowledge that the Authorized Improvements confer a special benefit on their Parcel and must consent to the imposition of the Assessments to pay for the Actual Costs. This section of this Service and Assessment Plan currently describes the special benefit received by each Parcel within the PID as a result of the Major Improvements and Phase #1 Improvements, provides the basis and justification for the determination that this special benefit exceeds the amount of the Assessments, and establishes the methodologies by which the City Council allocates and reallocates the special benefit of the Major Improvements and the Phase #1 Improvements to Parcels in a manner that results in equal shares of the Actual Costs being apportioned to Parcels similarly benefited. The determination by the City Council of the assessment methodologies set forth below is the result of the discretionary exercise by the City Council of its legislative authority and governmental powers and is conclusive and binding on the Developer and all future owners and developers of the Assessed Property. As Future Phases are developed, this Service and Assessment Plan will be updated based on the City’s determination of the assessment methodology for each Future Phase. B. Special Benefit Assessed Property must receive a direct and special benefit from the Authorized Improvements, and this benefit must be equal to or greater than the amount of the Assessments. The Authorized Improvements are provided specifically for the benefit of the Assessed Property. The Authorized Improvements (more particularly described in line-item format in Appendix B to this Service and Assessment Plan) and the costs incurred in the establishment of the PID shown in Table IV-A are authorized by the Act. Each of the owners of the Assessed Property has acknowledged that the Authorized Improvements confer a special benefit on the Assessed Property and has consented to the imposition of the Assessments to pay for the Actual Costs associated therewith. Each of the owners is acting in its interest in consenting to this apportionment and levying of the Assessments because the special benefit conferred upon the Assessed Property by the Authorized Improvements exceeds the amount of the Assessments. Each owner of the Assessed Property has ratified, confirmed, accepted, agreed to and approved; (i) the determinations and finding by the City Council as to the special benefits described in this Service and Assessment Plan and the Assessment Ordinance; (ii) the Service and Assessment Plan and the Assessment Ordinance, and (iii) the levying of Assessments on the Assessed Property. Use of the Assessed Property as described in this Service and Assessment Plan requires that Authorized Improvements be acquired, constructed, installed, and/or improved. Funding the Actual Costs using Bond proceeds has been determined by the City Council to be the most beneficial means of doing so. As a result, the Assessments result in a special benefit to the Assessed Property, and this special benefit exceeds the amount of the Assessment. This

MuniCap. Inc 17

conclusion is based on and supported by the evidence, information, and testimony provided to the City Council. In summary, the Assessments result in a special benefit to the Assessed Property for the following reasons:

1. The Authorized Improvements are being provided specifically for the use of the Assessed

Property, are necessary for the proposed best use of the property and provide a special benefit to the Assessed Property as a result;

2. The Developer has consented to the imposition of the Assessments for the purpose of

providing the Authorized Improvements and the Developer is acting in its interest by consenting to this imposition;

3. The Authorized Improvements are required for the highest and best use of the Assessed

Property;

4. The highest and best use of the Assessed Property is the use of the Assessed Property that is most valuable (including any costs associated with the use of the Assessed Property);

5. Financing of the Authorized Improvement costs using Bond proceeds is determined to be

the most beneficial means of providing for the Authorized Improvements; and,

6. As a result, the special benefits to the Assessed Property from the Authorized Improvements will be equal to or greater than the Assessments.

C. Allocation of Actual Costs of Major Improvements The Major Improvements will provide a special benefit to all property in the PID. Accordingly, the Actual Costs of the Major Improvements must be allocated between Phase #1 Assessed Property and Phases #2 - 4 Assessed Property based on the special benefit each receives. Table IV-A summarizes the allocation of the estimated cost of Major Improvements. The costs shown in Tables III-A and IV-A are estimates and may be revised in Annual Service Plan Updates, but may not result in increased Assessments without consent by each of the owners of the Parcels to the imposition of the increased Assessments to pay for the Actual Costs. Phase #1 is projected to contain 64 residential units representing 53.12 total Equivalent Units as shown in Appendix D. Phases #2 - 4 are projected to contain 291 residential units representing 261.93 total Equivalent Units as shown in Appendix D. The total projected Equivalent Units in the PID is, therefore, calculated to be 315.05 (i.e. 53.12 + 261.93 = 315.05). As a result, 16.86 percent of the estimated costs of Major Improvements (i.e. 53.12 ÷ 315.05 = 16.86%) are allocated to the Phase #1 Assessed Property and 83.14 percent of the estimated costs of Major Improvements (i.e. 261.93 ÷ 315.05 = 83.14%) are allocated to the Phases #2 - 4 Assessed Property. The Phase #1 Reimbursement Agreement will fund the estimated costs of the Major Improvements allocated to Phase #1 and the Phase #1 Improvements benefiting only the Phase #1 Assessed Property. The Phases #2 - 4 Major Improvement Reimbursements Agreement will

MuniCap. Inc 18

fund a portion of the estimated costs of the Major Improvements allocated to Phases #2 - 4 benefiting only the Phases #2 - 4 Assessed Property. D. Assessment Methodology

The Actual Costs may be assessed by the City Council against the Assessed Property so long as the special benefit conferred upon the Assessed Property by the Authorized Improvements equals or exceeds the amount of the Assessments. The Actual Costs may be assessed using any methodology that results in the imposition of equal shares of the Actual Costs on Assessed Property similarly benefited.

1. Assessment Methodology for the Phase #1

For purpose of this Service and Assessment Plan, the City Council has determined that the Actual Costs of the portion of the Major Improvement costs shall be allocated to the Phase #1 Assessed Property by spreading the entire Assessment across the Parcels based on the estimated number of units anticipated to be developed on each Parcel. Upon subsequent divisions of any Parcel, the Assessment applicable to it will then be apportioned pro rata based on the estimated Equivalent Units to be constructed on each newly created Parcel, as determined by the Administrator and confirmed by the City Council. The result of this approach is that each final residential Lot Type within a recorded subdivision plat will have the same Assessment. As shown in Section IV, Table IV-A of this Service and Assessment Plan, the total par amount of the Phase #1 Reimbursement Agreement is $1,500,000. The total amount of Phase #1 Assessments is, therefore, $1,500,000. The total Equivalent Units planned to be developed in Phase #1 is 53.12. As a result, the Phase #1 Assessment per Equivalent Unit is $28,238 ($1,500,000 ÷ 53.12= $28,238). A summary of the Assessment per Equivalent Unit of each Phase #1 lot is shown in Table V-A below.

Table V-A Phase #1 Assessment per unit

Description Total

Assessment Phase #1 Improvements Funded through the Phase #1 Reimbursement Agreement $1,500,000 Estimated total Equivalent Units in Phase #1 Lots 53.12 Phase #1 Assessment per Equivalent Unit $28,238

2. Assessment Methodology for Phases #2 - 4

For purpose of this Service and Assessment Plan, the City Council has determined that the Actual Costs of the portion of the Major Improvement costs shall be allocated to the Phases #2 -

MuniCap. Inc 19

4 Assessed Property by spreading the entire Assessment across the Parcels based on the estimated number of units anticipated to be developed on each Parcel. Upon subsequent divisions of any Parcel, the Assessment applicable to it will then be apportioned pro rata based on the estimated number of units to be constructed on each newly created Parcel, as determined by the Administrator and confirmed by the City Council. The result of this approach is that each final residential Lot within a recorded subdivision plat will have the same Assessment. As shown in Section IV, Table IV-A of this Service and Assessment Plan, the total par amount of the Phases #2 - 4 Major Improvements Reimbursement Agreement is $3,650,000. The total amount of Phases #2 - 4 Assessments is, therefore, $3,650,000. The total Equivalent Units planned to be developed in Phases #2 - 4 is 261.93. As a result, the Phases #2 - 4 Assessment per Equivalent Unit is $13,935 ($3,650,000 ÷ 261.93 = $13,935). A summary of the Assessment per unit of each Phases #2 - 4 lot is shown in Table V-B below.

Table V-B

Phases #2 - 4 Assessment per unit

Description Total

AssessmentsMajor Improvements Funded through the Phases # 2-4 Major Improvements Reimbursement Agreement $3,650,000 Estimated total Equivalent Units of Phase #2 - 4 Lots 261.93 Phases #2 - 4 Assessment per Equivalent Unit $13,935

3. Assessments

The Assessments for the applicable Authorized Improvements will be levied on each Parcel according to the Phase #1 Assessment Roll and the Phases #2 - 4 Major Improvements Assessment Roll, attached hereto as Appendix F and Appendix E, respectively. The Annual Installments will be collected at the time and in the amounts shown on the Phase #1 Assessment Roll and the Phases #2 - 4 Major Improvements Assessment Roll, respectively, subject to any revisions made during an Annual Service Plan Update.

4. Administrative Expenses The cost of administering the PID, collecting the Annual Installments and maintenance of the Authorized Improvements, as needed, shall be paid for on a pro rata basis by each Parcel based on the amount of Assessment levied against the Parcel. The Administrative Expenses shall be collected as part of and in the same manner as Annual Installments in the amounts shown on the Phase #1 Assessment Roll and the Phases #2 - 4 Major Improvements Assessment Roll, which may be revised based on actual costs incurred in Annual Service Plan Updates.

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Section VI TERMS OF THE ASSESSMENTS

A. Amount of Assessments and Annual Installments for Parcels Located within Phase

#1 The Assessment and Annual Installments for each Parcel of Assessed Property located within Phase #1 is shown on the Phase #1 Assessment Roll, attached as Appendix F, and no Assessment shall be changed except as authorized by this Service and Assessment Plan and the PID Act. The Annual Installments shall be collected in an amount sufficient to pay principal and interest on financing obligations and to cover Administrative Expenses of Phase #1. B. Amount of Assessments and Annual Installments for Parcels Located Within Phases

#2 - 4

The Assessment and Annual Installments for each Assessed Property located within Phases #2 - 4 is shown on the Phases #2 - 4 Major Improvements Assessment Roll, attached as Appendix E, and no Assessment shall be changed except as authorized by this Service and Assessment Plan and the PID Act. The Annual Installments shall be collected in an amount sufficient to pay principal and interest on financing obligations and to cover Administrative Expenses of Phases #2 - 4

C. Reallocation of Assessments for Parcels Located Within the PID

1. Upon Subdivision Prior to Recording of Subdivision Plat

Upon the subdivision of any Parcel of Assessed Property (without the recording of subdivision plat), the Administrator shall reallocate the Assessment for the Parcel prior to the subdivision among the newly divided Parcels according to the following formula:

A = B x (C ÷ D)

Where the terms have the following meanings: A = the Assessment for the new subdivided Parcel B = the Assessment for the Parcel prior to subdivision C = the estimated Equivalent Units to be built on the newly subdivided Parcel D = the sum of the estimated Equivalent Units for all of the newly subdivided Parcels

The calculation of the estimated units of a Parcel shall be performed by the Administrator and confirmed by the City Council based on the information available regarding the use of the Parcel. The estimate as confirmed shall be conclusive. The number of units to be built on a Parcel may be estimated by net land area and reasonable density ratios.

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The sum of the Assessments for all newly subdivided Parcels shall equal the Assessment for the Parcels prior to subdivision. The calculation shall be made separately for each newly subdivided Parcel. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section shall be reflected in an update to this Service and Assessment Plan approved by the City Council.

2. Upon Subdivision by a Recorded Subdivision Plat

Upon the subdivision of any Assessed Property based on a recorded Subdivision Plat, the Administrator shall reallocate the Assessment for the Assessed Property prior to the subdivision among the new subdivided Lots according to the following formula:

A = B x (C ÷ D)

Where the terms have the following meanings: A = the Assessment for the new subdivided Lot B = the Assessment for the Parcel prior to subdivision C = the estimated Equivalent Units to be built on the newly subdivided Parcel D = the sum of the estimated Equivalent Units for all of the newly subdivided Parcels

The calculation of the estimated number of units and related Equivalent Units to be built on a Parcel shall be performed by the Administrator and confirmed by the City Council based on the information available regarding the use of the Parcel. The estimate as confirmed shall be conclusive. The number of units to be built on a Parcel may be estimated by net land area and reasonable density ratios. The sum of the Assessments for all newly subdivided Parcels shall equal the Assessment for the Parcel prior to subdivision. The calculation shall be made separately for each newly subdivided Parcel. The reallocation of an Assessment for a Parcel that is a homestead under Texas law may not exceed the Assessment prior to the reallocation and to the extent the reallocation would exceed such amount, it shall be prepaid by such amount by the party requesting the subdivision of the Parcels. Any reallocation pursuant to this section shall be reflected in an Annual Service Plan Update approved by the City Council. 3. Upon Consolidation Upon the consolidation of two or more Parcels, the Assessment for the consolidated Parcel shall be the sum of the Assessments for the Parcels prior to consolidation. The reallocation of an Assessment for an Assessed Property that is a homestead under Texas law may not exceed the Assessment prior to the reallocation and to the extent the reallocation would exceed such amount, it shall be prepaid by such amount by the party requesting the consolidation of the Parcels. Any reallocation pursuant to this section shall be calculated by the Administrator and reflected in an update to this Service and Assessment Plan approved by the City Council.

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5. Reallocation of Assessments for Parcels Located Within Future Phases

As Future Phases are developed, this Service and Assessment Plan will be updated to determine the assessment reallocation methodology that results in the imposition of equal shares of the Actual Costs on Assessed Property similarly benefited within each Future Phase. D. Mandatory Prepayment of Assessments 1. If a Parcel subject to Assessments is transferred to a party that is exempt from the payment of the Assessment under applicable law, or if an owner causes a Parcel subject to Assessments to become Non-Benefited Property, the owner of such Parcel shall pay to the City the full amount of the Principal Portion of the Assessment on such Parcel, plus all Prepayment Costs, prior to any such transfer or act. 3. The payments required above shall be treated the same as any Assessment that is due and owing under the Act, the Assessment Ordinance, and this Service and Assessment Plan, including the same lien priority, penalties, procedures, and foreclosure specified by the Act. E. Reduction of Assessments 1. If after all Authorized Improvements to be funded with the reimbursement agreements have been completed, including any additional Authorized Improvements described herein, and Actual Costs for such Authorized Improvements are less than the Actual Costs used to calculate the Assessments securing such reimbursement obligations, then the Assessment securing such reimbursement obligations for each Parcel of Assessed Property shall be reduced by the City Council prorata such that the sum of the resulting reduced Assessments for all Assessed Properties equals the actual reduced Actual Costs. The Assessments shall not be reduced to an amount less than the outstanding reimbursement obligations. If all of the Authorized Improvements are not completed, the City may reduce the Assessments in another method if it determines such method would better reflect the benefit received by the Parcels from the Authorized Improvements completed. 2. If the Authorized Improvements to be funded with the respective reimbursement agreements, including any additional Authorized Improvements described herein, are not undertaken by the City, the Assessment securing such reimbursement obligations for each Assessed Property shall be reduced by the City Council to reflect only the Actual Costs that were expended. The City Council shall reduce such Assessments for each Assessed Property pro rata such that the sum of the resulting reduced Assessments equals the Actual Costs with respect to such Authorized Improvements that were undertaken. The Assessments shall not be reduced to an amount less than the related outstanding reimbursement obligations. F. Payment of Assessments 1. Payment in Full

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(a) The Assessment for any Parcel may be paid in full at any time. Payment shall include all Prepayment Costs and such payment shall be used to reimburse and reduce the respective reimbursement obligation to the Developer. (b) If an Annual Installment has been billed prior to payment in full of an Assessment, the Annual Installment shall be due and payable and shall be credited against the payment-in-full amount. (c) Upon payment in full of an Assessment and all Prepayment Costs, the City shall deposit the payment in accordance with this Service and Assessment Plan or the applicable reimbursement agreement; whereupon, the Assessment shall be reduced to zero, and the owner’s obligation to pay the Assessment and Annual Installments thereof shall automatically terminate. (d) At the option of the owner, the Assessment on any Parcel plus Prepayment Costs may be paid in part as determined by the Administrator. Upon the payment of such amounts for a Parcel, the Assessment for the Parcel shall be reduced, the Assessment Roll shall be updated to reflect such partial payment, and the obligation to pay the Annual Installment for such Parcel shall be reduced to the extent the partial payment is made. 2. Payment in Annual Installments The Act provides that an Assessment for a Parcel may be paid in full at any time. If not paid in full, the Act authorizes the City to collect interest and collection costs on the outstanding Assessment. An Assessment for a Parcel that is not paid in full will be collected in Annual Installments each year in the amounts shown in the Major Improvement Area Assessment Roll and Phase #1 Assessment Roll, which includes interest on the outstanding Assessment and Administrative Expenses. Each Assessment shall be paid with interest based on an interest rate of 9.975% per annum for years 1 through 5 and 6.975% per annum following the fifth Annual Installment. Each Assessment shall be paid at a rate not to exceed five hundred basis points above the highest average index rate for tax-exempt bond reported in a daily or weekly bond index approved by the City and reported in the month prior to the establishment of the Assessments and continuing for a period of five years from such date. Such rate shall then adjust and shall not exceed two hundred basis points above the bond index rate described above and shall continue until the Assessments are paid in full. The index approved by the City is the Bloomberg BBB Muni Revenue Bond Valuation Index for which the highest average rate during December 2016 was 4.975%. The City has determined that the Assessments shall bear interest at the rate of 9.975% per annum for years 1 through 5 and 6.975% per annum following the fifth Annual Installment, which rate are equal to both the initial maximum allowable rate of interest of 9.975% as well as the maximum allowable rate of interest following the fifth Annual Installment, which would be 6.975%. Furthermore, the principal and interest component of the Annual Installments may not exceed the amounts shown on the Assessment Roll. The Assessment Rolls, updated with the actual interest rate on the respective Reimbursement Agreements, are shown in Appendix E and Appendix F. The Annual Installments shall be reduced to equal the actual costs of repaying the related reimbursement obligation under the applicable reimbursement agreement and actual Administrative Expenses (as provided for in the definition of such term), taking into

MuniCap. Inc 24

consideration any other available funds for these costs, such as interest income on account balances. G. Collection of Annual Installments No less frequently than annually, the Administrator shall prepare, and the City Council shall approve, an Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each Annual Service Plan Update shall include an updated Phase #1 Assessment Roll, Phases #2 - 4 Major Improvements Assessment Roll, and a calculation of the Annual Installment for each Parcel. Administrative Expenses shall be allocated among Parcels in proportion to the amount of the Annual Installments for the Parcels. Each Annual Installment may be reduced by any available credits applied under this Service and Assessment Plan or the respective reimbursement agreement, such as interest earnings on any account balances, and any other funds available to the City for such purpose. Annual Installments shall be collected by the City in the same manner and at the same time as ad valorem taxes and shall be subject to the same penalties, procedures, and foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City. The City Council may provide for other means of collecting the Annual Installments to the extent permitted under the PID Act. The Assessments shall have lien priority as specified in the Act. Any sale of property for nonpayment of the Annual Installments shall be subject to the lien established for the remaining unpaid Annual Installments against such property and such property may again be sold at a judicial foreclosure sale if the purchaser thereof fails to make timely payment of the non-delinquent Annual Installments against such property as they become due and payable. Each Annual Installment, including the interest on the unpaid amount of an Assessment, shall be assessed on September 1 and shall be due on October 1 of that year. Each Annual Installment together with interest thereon shall be delinquent if not paid prior to February 1 of the following year.


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Section VII THE ASSESSMENT ROLL

A. Phase #1 Assessment Roll

Each Parcel within the Phase #1 has been evaluated by the City Council (based on the developable area, proposed Homeowner Association Property and Public Property, the Phase #1 Improvements, a proportionate share of the Major Improvements, best and highest use of land, and other development factors deemed relevant by the City Council) to determine the Assessed Property within the Parcel. Phase #1 Assessed Property will be assessed for the special benefits conferred upon the property as a result of the proportionate share of Major Improvements and Phase #1 Improvements. Table IV-A summarizes the $2,495,636 in special benefit received by the Phase #1 Assessed Property from the Major Improvements, the Phase #1 Improvements and the estimated PID establishment costs. As such the total Assessment for all Assessed Property within Phase #1 is $1,500,000 plus annual Administrative Expenses. The Assessment for each Parcel of Assessed Property within the Phase #1 is calculated based on the allocation methodologies described in Section V.D of this Service and Assessment Plan. The Phase #1 Assessment Roll is attached hereto as Appendix F. B. Phases #2 - 4 Major Improvements Assessment Roll

Each Parcel within Phases #2 - 4 has been evaluated by the City Council (based on the developable area, proposed Homeowner Association Property and Public Property, the Phase #2 - 4 Improvements, a proportionate share of the Major Improvements, best and highest use of land, and other development factors deemed relevant by the City Council) to determine the Assessed Property within the Parcel. Phases #2 - 4 Assessed Property will be assessed for the special benefits conferred upon the property as a result of the proportionate share of the Major Improvements. Table IV-A summarizes the $5,927,923 in special benefit received by the Phases #2 - 4 Assessed Property from the Major Improvements, the Phases #2 - 4 Improvements and the PID establishment costs. As such the total Assessment for all Assessed Property within Phases #2 - 4 is $3,650,000 plus annual Administrative Expenses. The Assessment for each Parcel of Assessed Property within the Phases #2 - 4 is calculated based on the allocation methodologies described in Section V.D of this Service and Assessment Plan. The Phases #2 - 4 Major Improvements Assessment Roll is attached hereto as Appendix E.

C. Annual Assessment Roll Updates

The Administrator shall prepare, and shall submit to the City Council for approval, annual updates to the Phase #1 Assessment Roll and Phases #2 - 4 Major Improvements Assessment Roll in conjunction with the Annual Service Plan Update to reflect the following matters, together with any other changes helpful to the Administrator or the City and permitted by the Act: (i) the identification of each Parcel (ii) the Assessment for each Parcel of Assessed Property, including any adjustments authorized by this Service and Assessment Plan or in the PID Act; (iii) the Annual Installment for the Assessed Property for the year (if the Assessment is payable

MuniCap. Inc 26

in installments); and (iv) payments of the Assessment, if any, as provided by Section VI.F of this Service and Assessment Plan.


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Section VIII MISCELLANEOUS PROVISIONS

A. Administrative Review The City may elect to designate a third party to serve as Administrator. The City shall notify Developer in writing at least thirty (30) days in advance before appointing a third party Administrator. To the extent consistent with the Act, an owner of an Assessed Property claiming that a calculation error has been made in the Assessment Roll, including the calculation of the Annual Installment, shall send a written notice describing the error to the City not later than thirty (30) days after the date any amount which is alleged to be incorrect is due prior to seeking any other remedy. The Administrator shall promptly review the notice, and if necessary, meet with the Assessed Property owner, consider written and oral evidence regarding the alleged error and decide whether, in fact, such a calculation error occurred. If the Administrator determines that a calculation error has been made and the Assessment Roll should be modified or changed in favor of the Assessed Parcel owner, such change or modification shall be presented to the City Council for approval, to the extent permitted by the Act. A cash refund may not be made for any amount previously paid by the Assessed Parcel owner (except for the final year during which the Annual Installment shall be collected or if it is determined there are sufficient funds to meet the expenses of the PID for the current year), but an adjustment may be made in the amount of the Annual Installment to be paid in the following year. The decision of the Administrator regarding a calculation error relating to the Assessment Roll may be appealed to the City Council. Any amendments made to the Assessment Roll pursuant to calculations errors shall be made pursuant to the PID Act. This procedure shall be exclusive and its exhaustion by any property owner shall be a condition precedent to any other appeal or legal action by such owner. B. Termination of Assessments The Assessment on a Parcel shall be extinguished on the date the Assessment is paid in full, including unpaid Annual Installments and Delinquent Collection Costs, if any. After the extinguishment of an Assessment, and the collection of any delinquent Annual Installments and Delinquent Collection Costs, the City shall provide the owner of the affected Parcel a recordable “Notice of the PID Assessment Termination.” C. Amendments Amendments to the Service and Assessment Plan can be made as permitted or required by the PID Act and under Texas law. The City Council reserves the right to the extent permitted by the Act to amend this Service and Assessment Plan without notice under the Act and without notice to property owners of Parcels: (i) to correct mistakes and clerical errors; (ii) to clarify ambiguities; and (iii) to provide

MuniCap. Inc 28

procedures for the collection and enforcement of Assessments, Prepayment Costs, Collection Costs, and other charges imposed by the Service and Assessment Plan. D. Administration and Interpretation of Provisions The City Council shall administer (or cause the administration of) the PID, this Service and Assessment Plan, and all Annual Service Plan Updates consistent with the PID Act, and shall make all interpretations and determinations related to the application of this Service and Assessment Plan unless stated otherwise herein or in the Bond Indenture, such determination shall be conclusive. E. Severability If any provision, section, subsection, sentence, clause or phrase of this Service and Assessment Plan or the application of same to an Assessed Parcel or any person or set of circumstances is for any reason held to be unconstitutional, void or invalid, the validity of the remaining portions of this Service and Assessment Plan or the application to other persons or sets of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this Service and Assessment Plan that no part hereof or provision or regulation contained herein shall become inoperative or fail by reason of any unconstitutionality, voidness or invalidity of any other part hereof, and all provisions of this Service and Assessment Plan are declared to be severable for that purpose. If any provision of this Service and Assessment Plan is determined by a court to be unenforceable, the unenforceable provision shall be deleted from this Service and Assessment Plan and the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the City.

2020.013\35704.3

Appendix A PID and Phase MAPs

COMMER CIAL

ENTR Y MONUME NT

City Phase

little Elm 1

2

Commercial

Oak Point 1

3

4

Total

Gross Area

75.3

61A

11 .1

19.5

54.6

29.5

251 .3

Net Area Units

64.1 275

47.1 205

10 .1

14.7 64

44.6 188

25.5 103

206.1 835

- LWT STATION AREA

'PtlMe 1 Alp.a'3 :ndLda ol'\'s,ta l.oyd Road mptCN8menlS - Ne t Area 11 nol .::Jf 00erI Space.,. E;eGtrc Eas~, AmeNt)' C-e-l1rer P,Jr\s & Af~r)3 ;'1(1 1 to 00 diJvoloooo

Phase

little Elm Oak Point Phase

50' Lor 60' Lo r 50' Lor 60 ' Lor Total

1

2

3

4

186

1-124

89

81

64

133

38

55

65

339

205

188

103

Tot al 310 170 235 120 835

GRAPHIC SCALE fN FE-q 1 2SO 500

l ' = SOO'@ 11 x17

Kimley,»

PHASE MAP

udman

28. 2016

NORTH of Oak Point & Town of L~tl e Elm. Texas

2020.013\35704.3

Appendix B Authorized Improvement Estimated Costs

POD COST SUMMARY - CITY OF OAK POINT PRELI~INARY OPINION OF PROBABLE CONSTRUCTION COST - IMPORTANT NOTES APPLY

RUDMAN NORTH TRACT - CITY OF OAK POINT KimleyJ» Horn

JUl Y 28, 2016

DIVISION ! POD I COST TYPE SUMMARY - CITY OF OAK POINT IMPROVEMENTS

DIViSION TOTAL

CLEARING & E><C"VATJON $:2 3 ,764 S<}9.213 $44 ,607 SO $167 .584 $45,035 S~. 764 $.46.607 512,61 1 5134.011 S206....9 SlS4 .9~1 $390.080 S $1 ,351.581 51 .65 3.2,t7

'.VATER $165,().42 $516,<1174 S287,260 so 5966,.,0 $51,725 $1 05,413 $109.276 so S266,.n4 so so so S< so sl .n S.2M' SEWF R SI77 ,441 $511 ,047 S292,998 S $981 ,485 11,574 .960 SO $I) $1 .574 ,960 SO SO so SO S2 . ~56 44 5

STORM SEWER $183,721 582' ,368 $468.59) so $ 1... 76 .6)fl 5322,899 $467,9'0 $191.BOI S02.4S1 Sl .025,080 so SO so SO 5;>.501,719

PAVE MENT $41 2,520 ",.78,216 $691,257 _$\1 $2,53 1,99" 5655,007 $ 2A l,688 $482.654 5266,901 $1 ,88B,2S0 so $0 $0 S SO $4 ,470.1'44

R[TAlNING WA llS so SO sn S SO so 00 so $( 00 $79,025 $634 ,338 $3?O,641 $( " ,03.t .:?04 51 .01.4 ,704

EROSION CONTROl $10,300 $ 31 .9 1& $16,604 $[ $6 1,0:>0 "5,,,, ,3 $",2 111 4 $l fi ,4 90 S7,5S! SM,01l 511 ,350 $41 ,325 $21 ,575 S7-i ,250 51 92.182 AMF:NllIES. LANDSCAPE, & SCREENING $0 SO so SC so $0 so $0 $( $0 5629.400 5275,000 $-4"8.800 sr $1.393,200 $1.393.200 FRA NCHISE \JT1l ITIES $/.0,00('1 Sfi7 ,fiOfl S3 f1 ,OOO Sln,SOI) SI5-4,OOO $.16.000 S27,OOO 113M ( $230,500 $162.000 S37Q,OOO $180,],50 S 5671 ,'50 11 ,0;>4 ,750

V.ISCElLAN~OUS & OTHFR $0 SO SO so $0 $143,250 51 2,500 51' .500 $1.34 ; SI69,59!; $34 ,000 $70,500 S:'H~.625 $ S14).12~ $31 2,720

SUB-TOTA L 5992.788 S3,4B4 ,13A $1,838,476 s( S6 .3 15 . 99~ $.J.,162,5F1B $9" ,5l\9 'a.B6,'27 $:).16.... $5,339,947 $1, 122,323 $2 .105,115 $ 1,01-40,171 so $4 ,867 ,610 $H'.323,556

PI..J'NNINr. , SUR VEY , PlATTING, ENG., LA, PERMITTING, &. STAKING $99,7."19 $34A,4'/3 $ lli3,64 B $0 $81 1,600 S:, YS,3('4 " 'B,O·'. S110,791 $43,30b 5667,0193 SA4,H. $157,684 $106,013 5 5350,071 S1,&49,1e4

ICON STRlICT10 N MANAGEMENT 59.928 $:\.4 ,,,,, 7 $18,3A5 $ 1.83,1 6Q $31 ,61'6 $9,.446 $8,863 53,464 $53,399 $11, 223 $21,051 $14,402 S< $46,676 SHU,23. CI"'" FEES $993 $'3, 485 $1 ,638 s.6 ,3 16 S3,lBJ '$94 5 $886 53, 4 601 $8,458 51,122 52.105 $1,440 SI S4 ,66fl ',Q,441'

~l SCELLANEO lJS &. CONTINGENCY 599,2'79 $~"fI ,41"1 5109 3,8<\8 l6:l 1 ,GOO S3 16,~5g '~ , 4:5g SS8 ,63:1 53-4 ,6 '44, $533,995 511 2,:?3? 5210.51? $144,017 sn 5-166,76 1 S1, 61? , 3~

TOTAL I $1 .202,286 1,4,220,0131 S2 ,226,3951 5or~'TS3.908.9S91 $1.167,5121$1,095,500 1 ,4 ",3221 S8,803,2.31 $1.331 ,0751 52.496,.671 $1,708,0431 , 0[$5-:530 ·,1;'· ; 87,752

POD TOTAL SUMMARY· CITY OF OAK POINT IMPRQVEt.AENTS

CQS TTYPE _l '-OP 3-0P <I·OP OTHER TOTAL

DIRE CT pU BLIC 51.202.266 "',"0,013 $2.226.395 s~ $7.&1R,6 H

MASTr:R PUBL IC $3,908.959 $1 ,167 .512 $1 .095,500 S.31 ,32?1 $6,603 .293

PRIVATE S1 . 331 , 07~ $7 ,496,667 $1 ,708,043 SOl $5.t, :\5.7R~)

TOTAL I $6,.42,3011$7 ,884,1921 ,5,029.9371 $.431,~21S19.1.1.152

Page 25 of 49

2020.013\35704.3

Appendix C Diagram of Authorized Improvements

2020.013\35704.3

Appendix D Equivalent Units and Allocation of Assessments

D - 1 v1.4

Appendix D Equivalent Units and Allocation of Assessments

For purposes of calculating and allocating the Assessments, the Assessed Property has been classified in one of two Lot Types. The following table shows the proposed residential Lot Types within the PID.

Table D-1 Proposed Development within the PID

Lot Type Description Proposed Development

Residential Lot Type 1 60 Ft Lots 120 units Lot Type 2 50 Ft Lots 235 units

Total 355 units Table D-2 below shows the proposed residential Lot Types within Phase #1.

Table D-2 Proposed Development – Phase #1

Type Description Proposed

Development


Total 64 units Table D-3 below shows the proposed residential Lot Types within Phases #2 - 4.

Table D-3 Proposed Development – Phases #2 - 4

Type Description Proposed

Development


Total 291 units

As explained under Section V-C, for purpose of this Service and Assessment Plan, the City Council has determined that the Actual Costs of the Phase #1 Improvements to be financed with the Phases #1 Reimbursement Agreement shall be allocated to the Phases #1 Assessed

D - 2 v1.4

Property by spreading the entire Assessment across the Parcels based on the estimated Equivalent Units and the Actual Costs of the Phases #2 - 4 share of the Major Improvements to be financed with the Phases #2 - 4 Major Improvements Reimbursement Agreement shall be allocated to the Phases #2 Assessed Property by spreading the entire Assessment across the Parcels based on the estimated Equivalent Units.

For purposes of this Service and Assessment Plan, the City Council has determined that the Assessments shall be allocated to the Phases #1 Assessed Property on the basis of the average home value of each Lot Type, and that such method of allocation will result in the imposition of equal shares of the Assessments on Parcels similarly benefited. In determining the average home value of each Lot Type, the City Council has taken into consideration (i) the type of lots (i.e., 60 Ft, 50 Ft, etc.); (ii) current and projected home prices; (iii) the costs of the Authorized Improvements, and (iv) the ability of different property types to utilize and benefit from the Authorized Improvements.

Having taken into consideration the matters described above, the City Council has determined that allocating the Assessments among Parcels based on average home value is best accomplished by creating classifications of benefited Parcels based on the “Lot Types” defined above. These classifications (from Lot Type 1 (60 Ft Lots) representing the highest value to Lot Type 2 (50 Ft Lot) representing the lowest value for residential lots are set forth in Table D-4 below. Assessments are allocated to each Lot Type on the basis of the average home value for each class of lots. This is accomplished by giving each Lot Type an Equivalent Unit factor. Equivalent Units are the ratio of the average value of lots within each assessment class, setting the Equivalent Unit factor for Lot Type 1 (60 Ft Lots) to 1.0.

Table D-4

Equivalent Unit Factors

Lot Type

Estimated Average Unit

Value Equivalent Unit

Factor Lot Type 1 (60 Ft Lot) $337,500 1.00 per dwelling unit Lot Type 2 (50 Ft Lot) $281,250 0.83 per dwelling unit

The total estimated Equivalent Units for Phase #1 are shown in Table D-5 below as calculated based on the Equivalent Unit factors shown above, estimated Lot Types and number of units estimated to be built within Phase #1.

D - 3 v1.4

Table D-5

Estimated Equivalent Units - Phase #1

Lot Type Planned

No. of units Equivalent Unit Factor

Total Equivalent

Units Lot Type 1 (60 Ft Lot) 0 1.00 0.00 Lot Type 2 (50 Ft Lot) 64 0.83 53.12

Total Equivalent Units 64 53.12 The total estimated Equivalent Units for Phases #2 - 4 are shown in Table D-6 below as calculated based on the Equivalent Unit factors shown above, estimated Lot Types and number of units estimated to be built within Phases #2 - 4.

Table D-6

Estimated Equivalent Units - Phases #2 - 4

Lot Type Planned

No. of units Equivalent Unit Factor

Total Equivalent

Units Lot Type 1 (60 Ft Lot) 120 1.00 120.00 Lot Type 2 (50 Ft Lot) 171 0.83 171.93

Total Equivalent Units 291 261.93

A) Allocation of Assessments to Lot Types in Phases #2 - 4 As shown in Sections IV and V, the total Assessments allocated to Phases #2 – 9 Assessed Property is $3,650,000. As shown in Table D-6 above, there are a total of 261.93 estimated Equivalent Units in Phases #2 - 4, resulting in an Assessment per Equivalent Unit of $13,935.02. The Assessment per dwelling unit or acre is calculated as the product of (i) $13,935.02 multiplied by (ii) the applicable Equivalent Unit value for each Lot Type. For example, the Assessment for a Lot Type 1 (60 Ft Lot) dwelling unit is $13,935.02 (i.e. $13,935.02 × 1.00). The Assessment for a Lot Type 2 (50 Ft Lot) dwelling unit is $11,566.07 (i.e. $13,935.02 × 0.83). Table D-7 sets forth the Assessment per dwelling unit for each of the two Lot Types in Phases #2 - 4.

D - 4 v1.4

Table D-7 Assessment per Unit - Phases #2 - 4

Type

Planned No. of Units

Assessment per

Equivalent Unit

Equivalent Unit

Factor Assessment per Unit Total

AssessmentsResidential Lot Type 1 120 $13,935.02 1.00 $13,935.02 per dwelling unit $1,672,202Lot Type 2 171 $13,935.02 0.83 $11,566.07 per dwelling unit $1,977,798

Total 291 $3,650,000

B) Allocation of Assessments to Lot Types in Phase #1 As shown in Sections IV and V of this Service and Assessment Plan, the total amount of the Phase #1 Bonds, which represents the total Assessment to be allocated on all Parcels within Phase #1, is $1,500,000. As shown in Table D-5 above, there are a total of 53.12 estimated Equivalent Units in Phase #1, resulting in an Assessment per Equivalent Unit of $28,237.95. The Assessment per dwelling unit or acre is calculated as the product of (i) $28,237.95 multiplied by (ii) the applicable Equivalent Unit value for each Lot Type. For example, the Assessment for a Lot Type 1 (60 Ft Lot) dwelling unit is $28,237.95 (i.e. $28,237.95 × 1.00). The Assessment for a Lot Type 2 (50 Ft Lot) dwelling unit is $24,437.50 (i.e. $28,237.95 × 0.83). Table D-8 sets forth the Assessment per dwelling unit for each of the two Lot Types in Phase #1.

Table D-8 Assessment per Unit – Phase #1

Type

Planned No. of Units

Assessment per

Equivalent Unit

Equivalent Unit

Factor Assessment per Unit Total

AssessmentsResidential Lot Type 1 0 $28,237.95 1.00 $28,237.95 per dwelling unit $0Lot Type 2 64 $28,237.95 0.83 $23,437.50 per dwelling unit $1,500,000

Total 64 $1,500,000

2020.013\35704.3

Appendix E Phases #2 – 4 Major Improvements Assessment Roll

v1.7

Parcel All ParcelsAssessment $3,650,000Total Equivalent Units 261.93

Year Principal1 Interest1Administrative

Expenses2Total Annual Installment

1 $0 $364,088 $30,000 $394,0882 $0 $364,088 $30,600 $394,6883 $40,000 $364,088 $31,212 $435,3004 $45,000 $360,098 $31,836 $436,9345 $50,000 $355,609 $32,473 $438,0826 $60,000 $245,171 $33,122 $338,2947 $65,000 $240,986 $33,785 $339,7718 $75,000 $236,453 $34,461 $345,9139 $85,000 $231,221 $35,150 $351,37110 $95,000 $225,293 $35,853 $356,14511 $105,000 $218,666 $36,570 $360,23612 $115,000 $211,343 $37,301 $363,64413 $125,000 $203,321 $38,047 $366,36914 $140,000 $194,603 $38,808 $373,41115 $150,000 $184,838 $39,584 $374,42216 $165,000 $174,375 $40,376 $379,75117 $180,000 $162,866 $41,184 $384,05018 $200,000 $150,311 $42,007 $392,31819 $215,000 $136,361 $42,847 $394,20920 $235,000 $121,365 $43,704 $400,06921 $255,000 $104,974 $44,578 $404,55222 $275,000 $87,188 $45,470 $407,65723 $300,000 $68,006 $46,379 $414,38624 $325,000 $47,081 $47,307 $419,38825 $350,000 $24,413 $48,253 $422,66626 $0 $0 $0 $027 $0 $0 $0 $028 $0 $0 $0 $029 $0 $0 $0 $030 $0 $0 $0 $0

Total $3,650,000 $5,076,803 $960,909 $9,687,711

Appendix EPhases #2 - 4 Major Improvement Assessment Roll

1 - The interest is calculated using 9.975% per annum for years 1-5 and 6.975% per annum thereafter.2 - The Administrative Expenses shown include the estimated PID administration and assessment collection costs and will be updated in the Annual Service Plan Updates.

MuniCap, Inc. E ‐ 1

2020.013\35704.3

Appendix F Phase #1 Assessment Roll

v1.7

Parcel 38229Assessment $1,500,000Total Equivalent Units 53.12



1 $0 $149,625 $15,000 $164,6252 $0 $149,625 $15,300 $164,9253 $15,000 $149,625 $15,606 $180,2314 $20,000 $148,129 $15,918 $184,0475 $20,000 $146,134 $16,236 $182,3706 $25,000 $100,789 $16,561 $142,3507 $25,000 $99,045 $16,892 $140,9378 $30,000 $97,301 $17,230 $144,5329 $35,000 $95,209 $17,575 $147,78410 $40,000 $92,768 $17,926 $150,69411 $40,000 $89,978 $18,285 $148,26212 $45,000 $87,188 $18,651 $150,83813 $50,000 $84,049 $19,024 $153,07214 $55,000 $80,561 $19,404 $154,96515 $65,000 $76,725 $19,792 $161,51716 $70,000 $72,191 $20,188 $162,37917 $75,000 $67,309 $20,592 $162,90118 $80,000 $62,078 $21,004 $163,08119 $90,000 $56,498 $21,424 $167,92120 $95,000 $50,220 $21,852 $167,07221 $105,000 $43,594 $22,289 $170,88322 $115,000 $36,270 $22,735 $174,00523 $125,000 $28,249 $23,190 $176,43824 $135,000 $19,530 $23,653 $178,18325 $145,000 $10,114 $24,127 $179,24026 $0 $0 $0 $027 $0 $0 $0 $028 $0 $0 $0 $029 $0 $0 $0 $030 $0 $0 $0 $0

Total $1,500,000 $2,092,800 $480,454 $4,073,254

Appendix FPhase #1 Assessment Roll

1 - The interest is calculated using 9.975% per annum for years 1-5 and 6.975% per annum thereafter.2 - The Administrative Expenses shown include the estimated PID administration and assessment collection costs and will be updated in the Annual Service Plan Updates.

MuniCap, Inc. F ‐ (1)

v1.7

Lot Type 60 FtAssessment $28,238Equivalent Units 1.00



1 $0 $2,817 $282 $3,0992 $0 $2,817 $288 $3,1053 $282 $2,817 $294 $3,3934 $377 $2,789 $300 $3,4655 $377 $2,751 $306 $3,4336 $471 $1,897 $312 $2,6807 $471 $1,865 $318 $2,6538 $565 $1,832 $324 $2,7219 $659 $1,792 $331 $2,78210 $753 $1,746 $337 $2,83711 $753 $1,694 $344 $2,79112 $847 $1,641 $351 $2,84013 $941 $1,582 $358 $2,88214 $1,035 $1,517 $365 $2,91715 $1,224 $1,444 $373 $3,04116 $1,318 $1,359 $380 $3,05717 $1,412 $1,267 $388 $3,06718 $1,506 $1,169 $395 $3,07019 $1,694 $1,064 $403 $3,16120 $1,788 $945 $411 $3,14521 $1,977 $821 $420 $3,21722 $2,165 $683 $428 $3,27623 $2,353 $532 $437 $3,32224 $2,541 $368 $445 $3,35425 $2,730 $190 $454 $3,37426 $0 $0 $0 $027 $0 $0 $0 $028 $0 $0 $0 $029 $0 $0 $0 $030 $0 $0 $0 $0

Total $28,238 $39,398 $9,045 $76,6801 - The interest is calculated using 9.975% per annum for years 1-5 and 6.975% per annum thereafter.2 - The Administrative Expenses shown include the estimated PID administration and assessment collection costs and will be updated in the Annual Service Plan Updates.

Prairie Oak PIDProjected Annual Installment per Lot - Oak Point


v1.7

Lot Type 50 FtAssessment $23,438Equivalent Units 0.83



1 $0 $2,338 $234 $2,5722 $0 $2,338 $239 $2,5773 $234 $2,338 $244 $2,8164 $313 $2,315 $249 $2,8765 $313 $2,283 $254 $2,8506 $391 $1,575 $259 $2,2247 $391 $1,548 $264 $2,2028 $469 $1,520 $269 $2,2589 $547 $1,488 $275 $2,30910 $625 $1,449 $280 $2,35511 $625 $1,406 $286 $2,31712 $703 $1,362 $291 $2,35713 $781 $1,313 $297 $2,39214 $859 $1,259 $303 $2,42115 $1,016 $1,199 $309 $2,52416 $1,094 $1,128 $315 $2,53717 $1,172 $1,052 $322 $2,54518 $1,250 $970 $328 $2,54819 $1,406 $883 $335 $2,62420 $1,484 $785 $341 $2,61121 $1,641 $681 $348 $2,67022 $1,797 $567 $355 $2,71923 $1,953 $441 $362 $2,75724 $2,109 $305 $370 $2,78425 $2,266 $158 $377 $2,80126 $0 $0 $0 $027 $0 $0 $0 $028 $0 $0 $0 $029 $0 $0 $0 $030 $0 $0 $0 $0

Total $23,438 $32,700 $7,507 $63,6451 - The interest is calculated using 9.975% per annum for years 1-5 and 6.975% per annum thereafter.2 - The Administrative Expenses shown include the estimated PID administration and assessment collection costs and will be updated in the Annual Service Plan Updates.

Prairie Oak PIDProjected Annual Installment per Lot - Oak Point


To: Mayor and Council From: Luke Olson, City Manager Re: City Council Meeting – December 19, 2016 Date: December 16, 2016 Agenda Item: Consider and act upon a resolution approving the Prairie Oaks Public Improvement District No. 1, Phase 1 Improvements Reimbursement Agreement executed between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. Description of Agenda Item: Chapter 372, Texas Local Government Code, as amended, authorizes the City of Oak Point, Texas, to create public improvement districts within the corporate limits and extraterritorial jurisdiction of the City and on Monday, June 20, 2016 there was a petition presented to the City Council requesting the establishment of Prairie Oaks Public Improvement District No. 1 consisting of approximately 103.528 acres within the extraterritorial jurisdiction of the City. The City Council determined on that date the petition satisfied the requirements and approved Resolution No. 2016-07-017R, ordering a public hearing that was held on Monday, August 15, 2016 to consider the resolution creating the Public Improvement District. After the City Council conducted the public hearing on Monday, August 15, 2016, Resolution No. 2016-08-020R was approved creating the Prairie Oaks Public Improvement District No. 1 and the property within the PID to be developed including a determination of the cost of the public improvements to be constructed and financed for the special benefit of the property, a service plan; an assessment plan; and a proposed assessment roll. On October 17, 2016 the City Council passed Resolution No. 2016-10-028R calling for a public hearing for November 21, 2016 to consider an ordinance levying assessments against the property located in the Prairie Oaks Public Improvement District No. 1 to pay for the public improvements identified in the Preliminary Property SAP. The public hearing was opened on November 21 and all items were continued to the December meeting contingent on the closing of the property.


With the approval of the ordinance levying assessments a Phase 1 Improvements Reimbursement Agreement allows the developer to be reimbursed for costs associated with Phase 1 of the Prairie Oaks Public Improvement District No. 1. The District property will be developed in phases and special assessments for each phase has been or will be levied against the Assessed properties as noted in the Service and Assessment plans. Phase 1 will be the first development phase and the SAP established the estimated costs associated with Phase 1 to be $2,315,636 for improvements and has been allocated amongst the properties located within that phase. All revenue that is received and collected by the City from the collection of the assessments will be deposited according the PID agreement and will be used to reimburse the developer as agreed. Budget Impact: N/A Legal Obligations and Review: The City attorney has viewed and approved the resolution and agreement. Attached Documents: Resolution Prairie Oaks PID Reimbursement Agreement Phase 1 Board, Committee and/or Staff Recommendation: City staff recommends that the City Council vote to approve a resolution approving the Prairie Oaks Public Improvement District No. 1, Phase 1 Improvements Reimbursement Agreement executed between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement.


RESOLUTION NO. 2016-12-034R

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, APPROVING THE PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1 PHASE #1 IMPROVEMENTS REIMBURSEMENT AGREEMENT WITH OPLE PRAIRIE OAKS DEVELOPMENT, INC.; AUTHORIZING AND DIRECTING THE CITY MANAGER OF THE CITY TO EXECUTE THE PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1 PHASE #1 IMPROVEMENTS REIMBURSEMENT AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, on August 15, 2016 the City Council passed and approved Resolution No.

2016-08-020R authorizing the creation of the Prairie Oaks Public Improvement District No. 1 (the “District”) covering approximately 103.528 acres of land described by metes and bounds in said Resolution (the “District Property”); and

WHEREAS, the Developer (as defined in the Reimbursement Agreement) and the City

negotiated the Prairie Oaks Public Improvement District No. 1 Phase #1 Improvements Reimbursement Agreement (the “Reimbursement Agreement”) to reimburse the Developer for actual costs of the authorized improvements paid by the Developer; and

WHEREAS, on December 19, 2016, the City Council, after providing notice as required by law, and otherwise in compliance with all applicable laws, considered the Reimbursement Agreement in a meeting open to the public; and WHEREAS, the City Council desires to approve the Reimbursement Agreement and authorize and direct the City Manager of the City to execute the Reimbursement Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS THAT: Section 1. The Reimbursement Agreement, a copy of which is attached hereto as Exhibit A, between Developer and the City covering the property more particularly described in the Reimbursement Agreement is hereby approved. Section 2. The City Manager of the City is hereby authorized and directed to execute the Reimbursement Agreement for and on behalf of the City immediately upon the passage of this Resolution. Section 3. This Resolution shall take effect immediately upon passage.

1

PASSED AND APPROVED this 19th day of December, 2016. Duane Olson, Mayor ATTEST: Amy Bockes, City Secretary APPROVED AS TO FORM: Terrence Welch, City Attorney

2

Exhibit “A”

Prairie Oaks Public Improvement District No. 1 Phase #1 Improvements Reimbursement Agreement

Exhibit A – Page 1

PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO.1 PHASE #1 IMPROVEMENTS REIMBURSEMENT AGREEMENT

This Prairie Oaks Public Improvement District No. 1 Phase #1 Improvement Reimbursement Agreement (this “Reimbursement Agreement”) is executed between the City of Oak Point, Texas (the “City”) and OPLE Prairie Oaks Development, Inc., a Texas corporation (the “Developer”) (individually referred to as a “Party” and collectively as the “Parties”) to be effective December 19, 2016 (the “Effective Date”).

RECITALS

WHEREAS, capitalized terms used in this Reimbursement Agreement shall have the meanings given to them in this Reimbursement Agreement or in the Prairie Oaks Public Improvement District No. 1 Service and Assessment Plan, dated December 19, 2016, as the same may be amended from time to time (the “SAP”) approved by Ordinance No. 2016-12-427 passed and approved by the City Council on December 19, 2016 (“Ordinance No. 2016-12-427”); and

WHEREAS, on August 15, 2016 the City Council passed and approved Resolution No. 2016-08-020R authorizing the creation of the Prairie Oaks Public Improvement District No. 1 (the “District”) covering approximately 103.528 acres of land described by metes and bounds in said Resolution (the “District Property”); and

WHEREAS, the purpose of the District is to finance public improvements (the “Authorized Improvements”) as provided by Chapter 372, Texas Local Government Code, as amended (the “Act”) that promote the interests of the City and confer a special benefit on the Assessed Property within the District; and

WHEREAS, the District Property is being developed in several phases, and special assessments for each phase have been or will be levied against the Assessed Property within such phase to pay the costs of Authorized Improvements that confer a special benefit on the Assessed Property within such phase; and

WHEREAS, Phase #1 Improvements are the initial phase to be developed, as described in the SAP; and

WHEREAS, on October 17, 2016, the City Council passed and approved Resolution No. 2016-10-028R determining, among other things, the estimated costs of the Phase #1 Improvements; and

WHEREAS, on December 19, 2016, the City Council passed and approved Ordinance No. 2016-12-427 (the “Assessment Ordinance”) which, among other things, approved the SAP (including the Phase #1 Assessment Roll and Phases #2-4 Major Improvements Assessment Roll), levied assessments, and established the dates upon which interest on assessments will begin to accrue and collection of assessments will begin; and

WHEREAS, in addition to approving the SAP, the Assessment Ordinance levied assessments against property within Phase #1 (the “Phase #1 Assessed Property”) for the Phase #1

Phase #1 Improvements Reimbursement Agreement Page 1

Improvements in accordance with the Phase #1 Assessment Roll attached as Appendix F to the SAP; and

WHEREAS, the Parties have entered into a certain “Phase #1 Improvements Construction, Funding, and Acquisition Agreement” dated as of December 19, 2016 (the “Construction Funding Agreement”) for the construction of the Phase #1 Improvements; and

WHEREAS, the SAP established $2,315,636.00 as the cost of the Phase #1 Improvements to be assessed against the Phase #1 Assessed Property (the “Phase #1 Improvements Costs”); and

WHEREAS, the SAP allocated the Phase #1 Improvements Costs to the Phase #1 Assessed Property. Further, the SAP contemplated the allocation of the Phase #1 Improvements Costs among the single family residential lots to be created from the subdivision of Phase #1 of the District Property; and

WHEREAS, assessments against lots within Phase #1 of the District Property (“Phase #1 Improvements Assessments”) will be reflected on the Phase #1 Assessment Roll as approved by the City Council; and

WHEREAS, the SAP and the Assessment Ordinance provide, in part, that an assessment or assessments may be paid in full, and if an assessment is not paid in full, it shall be due and payable in Annual Installments plus interest for a period of 25 years or until the assessment is paid in full; and

WHEREAS, all revenue received and collected by the City from the collection of the Assessments and Annual Installments (excluding Delinquent Collection Costs, Administrative Expenses, and the up to $.05 per $100 of taxable value of the Property within the PID for road maintenance fees (as contemplated in Section 7.15 of the Development Agreement)) (the “Phase #1 Improvements Assessment Revenue”) shall be deposited as required by the PID Act into an assessment fund that is segregated from all other funds of the City (the “Phase #1 Improvements Assessment Fund”); and

WHEREAS, Phase #1 Improvements Assessment Revenue deposited into the Phase #1 Improvements Assessment Fund shall be used to reimburse Developer and its assigns for Phase #1 Improvements Costs advanced in an amount not to exceed $1,500,000.00, plus interest; and

WHEREAS, the Parties agree that this Reimbursement Agreement supersedes and replaces any prior agreements (whether written or oral) including any amendments to those prior agreements between the Parties regarding the subject matter hereof; and

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS OF THE PARTIES SET FORTH IN THIS AGREEMENT AND FOR VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:


1. The recitals in the “WHEREAS” clauses of this Reimbursement Agreement are true and correct, create obligations of the Parties, and are incorporated as part of this Reimbursement Agreement for all purposes.

2. Strictly subject to the terms, conditions, and requirements and solely from the revenues herein provided, the City agrees to pay the Developer and its assigns, and the Developer and its assigns, shall be entitled to receive from the City, the amount equal to the actual costs of the Phase #1 Improvements paid by the Developer for Phase #1 Improvements Costs that were within budgeted costs, or authorized overrun costs, that were paid by the Developer (collectively, the “Reimbursement Amount”) plus interest on the unpaid balance in accordance with the terms of this Reimbursement Agreement until September 1, 2041 (the “Maturity Date”), and which shall be reimbursed to the Developer and its assigns in an amount not to exceed $1,500,000.00 (“Developer’s Reimbursement”) plus interest accrued, as hereinafter provided from Phase #1 Improvements Assessment Revenue received and collected by the City and deposited into the Phase #1 Improvements Assessment Fund. Phase #1 Improvements Assessment Revenue shall be received, collected and deposited into the Phase #1 Improvements Assessment Fund subject to the following limitations:

a. Calculation of the Phase #1 Improvements Assessments and the first Annual Installment for a Lot or Parcel shall begin as of September 1 in each year. Annual Installments shall be due by the earlier of the following: (1) each January 31st following the one year anniversary of the final plat approval for that Lot or Parcel; (2) January 31st following the date bonds are issued by the City or other issuer and each January 31st thereafter; or (3) January 31st prior to the expiration of 2 years from the date the Phase #1 Improvements Assessments were levied on the Lots or Parcels and each January 31st thereafter. Annual Installments shall continue for 25 years or until the unpaid principal amount of the Phase #1 Improvements Assessment for a Lot is paid in full.

b. The Phase #1 Improvements Assessments shall not accrue interest prior to the subdivision of the District Property or portion thereof into Lots and the corresponding allocation of the Phase #1 Improvements Assessments to the Lots in accordance with the SAP. Interest shall continue on the unpaid principal amount of the Phase #1 Improvements Assessment for a lot for 25 years or until the Phase #1 Improvements Assessments are paid in full.

c. The Developer and its assigns shall be reimbursed in an amount not to exceed $1,500,000.00, plus interest from the Phase #1 Improvements Assessment Fund.

d. The unpaid Reimbursement Amount shall bear simple interest per annum at the rate of (x) 9.975% for years one through five, and (y) 6.975% for years six through 25. The interest rate has been approved by the City Council and is authorized by the


PID Act and was determined based upon the Bloomberg BBB Muni Revenue Bond Valuation Index, a daily publication that publishes this interest rate index, which the highest average index rate for tax-exempt bonds reported in the previous month was 4.975%. The interest rate of 9.975% and 6.975% contained herein comply with Subsections 372.023(e)(1) and (e)(2) of the PID Act.

3. The Reimbursement Amount, plus interest on the Phase #1 Improvements Assessments and Annual Installments as described in Section 2 above (collectively, the “Unpaid Balance”), are secured by and payable solely from the Phase #1 Improvements Assessment Revenue received and collected by the City and deposited into the Phase #1 Improvements Assessment Fund. No other City funds, revenue, taxes, or income of any kind shall be used to pay the Unpaid Balance. This Reimbursement Agreement shall not, under any circumstances, give rise to or create a charge against the general credit or taxing power of the City or a debt or other obligation of the City payable from any source other than Phase #1 Improvements Assessment Revenue received, collected and deposited into the Phase #1 Improvements Assessment Fund. The City will use all reasonable efforts to receive and collect the Phase #1 Improvements Assessment Revenue concurrently with the collection of City ad valorem taxes (including the foreclosure of liens resulting from the nonpayment of the Phase #1 Improvements Assessments or Annual Installments or other charges due and owing under the SAP), and upon receipt and collection, immediately deposit the same into the Phase #1 Improvements Assessment Fund. The Reimbursement Amount shall be disbursed in accordance with the Construction Funding Agreement; provided, however, that if bonds are issued that are secured or that are to be paid, in whole or in part, by the Reimbursement Amount for the Phase #1 Improvements, all amounts in the Phase #1 Improvements Assessment Fund shall be deposited annually on each February 15th with the bond trustee for such bonds, without regard to the funding requirements contained in the Construction Funding Agreement. In the event of the issuance of bonds as described in this Section 3, the City’s obligation to annually provide all amounts in the Phase #1 Improvements Assessment Fund to the bond trustee as described in this Section 3 are unconditional and absolute, and specifically are not conditioned upon the requirements of the Construction Funding Agreement. Upon the issuance of bonds as described above, in no event shall disbursements be made to the Developer pursuant to the Construction Funding Agreement, and this Section 3 will control as to the disbursement of any funds from the Phase #1 Improvements Assessment Fund as defined herein (or the Assessment Fund as defined in the Construction Funding Agreement). With respect to any provision of the Construction Funding Agreement to the contrary, including specifically Section 3.02 thereof, this Section 3 controls.

4. The Developer has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but with written notice to) the City, the Developer’s right, title, or interest under this Reimbursement Agreement including, but


not limited to, any right, title, or interest of the Developer in and to payment of the Unpaid Balance (any of the foregoing, a “Transfer,” and the person or entity to whom the Transfer is made, a “Transferee”). Notwithstanding the foregoing, however, no Transfer shall be effective until five days after notice of the Transfer is received by the City, including for each Transferee the information required by Section 8 below. The City may rely on any notice of a Transfer received from the Developer without obligation to investigate or confirm the validity or occurrence of such Transfer. The Developer waives all rights or claims against the City for any such funds provided to a third party as a result of a Transfer for which the City has received notice.

5. The obligations of the City under this Reimbursement Agreement are non-recourse and payable only from the Phase #1 Improvements Assessment Fund and such obligations do not create a debt or other obligation payable from any other City Revenues, taxes, income, or property. None of the City or any of its elected or appointed officials or any of its officers or employees shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of this Reimbursement Agreement or their acts or omissions under this Reimbursement Agreement.

6. Nothing in this Reimbursement Agreement is intended to constitute a waiver by the City of any remedy the City may otherwise have outside this Reimbursement Agreement against any person or entity involved in the design, construction or installation of the Authorized Improvements.

7. This Reimbursement Agreement is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Reimbursement Agreement. In the event of a dispute involving this Reimbursement Agreement, venue for such dispute shall lie in any court of competent jurisdiction in Denton County, Texas.

8. Any notice required or contemplated by this Reimbursement Agreement shall be deemed given at the address shown below: (i) when delivered by a national company such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person was the named addressee; or (ii) 72 hours after the notice was deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. Any Party may change its address by delivering written notice of such change in accordance with this section.

To the City: Attn: Luke Olson, City Manager City of Oak Point, Texas 100 Naylor Road Oak Point, Texas 75068


With a copy to: Brown & Hofmeister, LLP Attn: Jeffrey Moore 740 E. Campbell Rd., Ste. 800 Richardson, Texas 75081 E-mail: [email protected]

To the Developer: OPLE Prairie Oaks Development, Inc.

Attn: John Dowdall 5305 Village Creek Dr.

Plano, Texas 75093 With a copy to: Attn: Robert Miklos

Miklos Law, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: [email protected]

9. Failure; Default; Remedies.

a. If either Party fails to perform an obligation imposed on such Party by this Reimbursement Agreement (a “Failure”) and such Failure is not cured after written notice and the expiration of the cure periods provided in this section, then such Failure shall constitute a “Default.” Upon the occurrence of a Failure by a non-performing Party, the other Party shall notify the non-performing Party and all Transferees of the non-performing Party in writing specifying in reasonable detail the nature of the Failure. The non-performing Party to whom notice of a Failure is given shall have at least 30 days from receipt of the notice within which to cure the Failure; however, if the Failure cannot reasonably be cured within 30 days and the non-performing Party has diligently pursued a cure within such 30-day period and has provided written notice to the other Party that additional time is needed, then the cure period shall be extended for an additional 30 day period so long as the non-performing Party is diligently pursuing a cure. Any Transferee shall have the right, but not the obligation, to cure any alleged Failure by the Developer within the same time periods that are provided to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not obligate the Transferee to be bound by this Reimbursement Agreement unless the Transferee agrees to be bound.

b. If the Developer is in Default, the City’s sole and exclusive remedy shall be to seek specific enforcement of this Reimbursement Agreement. No Default by the Developer, however, shall: (1) affect the obligations of the City to use the amounts transferred to the Phase #1 Improvements Assessment Fund as provided in Section 2 of this Reimbursement Agreement; or (2) entitle the City to terminate this Reimbursement Agreement.


c. If the City is in Default, the Developer’s sole and exclusive remedies shall be to: (1) seek a writ of mandamus to compel performance by the City; or (2) seek specific enforcement of this Reimbursement Agreement.

10. In the event of any conflict between this Reimbursement Agreement and any other agreement between the City and the Developer directly or indirectly related to the amounts transferred to the Phase #1 Improvements Assessment Fund, the Parties intend that the provisions and intent of this Reimbursement Agreement shall control.

11. The failure by a Party to insist upon the strict performance of any provision of this Reimbursement Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the provisions of this Reimbursement Agreement.

12. The City does not waive or surrender any of its governmental powers, immunities, or rights except to the extent permitted by law and necessary to allow the Developer to enforce its remedies under this Reimbursement Agreement.

13. Nothing in this Reimbursement Agreement, express or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer and its assigns any rights, remedies, or claims under or by reason of this Reimbursement Agreement, and all covenants, conditions, promises, and agreements in this Reimbursement Agreement shall be for the sole and exclusive benefit of the City and the Developer.

14. The Parties acknowledge that each has been actively involved in negotiating this Reimbursement Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Reimbursement Agreement. In the event of any dispute over the meaning or application of any provision of this Reimbursement Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision.

15. In this Reimbursement Agreement, time is of the essence and compliance with the times for performance herein is required.

16. The City represents and warrants that this Reimbursement Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Reimbursement Agreement on behalf of the City has been duly authorized to do so. The Developer represents and warrants that this Reimbursement Agreement has been approved by appropriate action of the Developer, and that the individual executing this Reimbursement Agreement on behalf of the


Developer has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Reimbursement Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions and to the extent provided by law.

17. This Reimbursement Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Reimbursement Agreement. This Reimbursement Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Reimbursement Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Reimbursement Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Reimbursement Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties.

18. This Reimbursement Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

19. The Parties agree that at any time after execution of this Reimbursement Agreement, they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terms of this Reimbursement Agreement. This provision shall not be construed as limiting or otherwise hindering the legislative discretion of the City Council seated at the time that this Reimbursement Agreement is executed or any future City Council.

20. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Reimbursement Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Reimbursement Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term “force majeure” shall include events or circumstances that are not within the reasonable control of Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care.

[SIGNATURE PAGES TO FOLLOW]


Executed by Developer and City to be effective on the Effective Date.

CITY: CITY OF OAK POINT, TEXAS A Texas general-law municipality, Luke Olson, City Manager ATTEST: Amy Bockes, City Secretary APPROVED AS TO FORM: Terrence Welch, City Attorney STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me on __________, 2016, by Luke Olson, City Manager of the City of Oak Point, Texas, a Texas general-law municipality, on behalf of said municipality.

Notary Public, State of Texas (SEAL) Printed Name

Phase #1 Improvements Reimbursement Agreement

DEVELOPER: OPLE PRAIRIE OAKS DEVELOPMENT, INC., A Texas corporation, By:_____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________

Phase #1 Improvements Reimbursement Agreement

To: Mayor and Council From: Luke Olson, City Manager Re: City Council Meeting – December 19, 2016 Date: December 16, 2016 Agenda Item: Consider and act upon a resolution approving the Prairie Oaks Public Improvement District No. 1, Phases 2-4 Major Improvements Reimbursement Agreement executed between the City of Oak Point, Texas, and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. Description of Agenda Item: Chapter 372, Texas Local Government Code, as amended, authorizes the City of Oak Point, Texas, to create public improvement districts within the corporate limits and extraterritorial jurisdiction of the City and on Monday, June 20, 2016 there was a petition presented to the City Council requesting the establishment of Prairie Oaks Public Improvement District No. 1 consisting of approximately 103.528 acres within the extraterritorial jurisdiction of the City. The City Council determined on that date the petition satisfied the requirements and approved Resolution No. 2016-07-017R, ordering a public hearing that was held on Monday, August 15, 2016 to consider the resolution creating the Public Improvement District. After the City Council conducted the public hearing on Monday, August 15, 2016, Resolution No. 2016-08-020R was approved creating the Prairie Oaks Public Improvement District No. 1 and the property within the PID to be developed including a determination of the cost of the public improvements to be constructed and financed for the special benefit of the property, a service plan; an assessment plan; and a proposed assessment roll. On October 17, 2016 the City Council passed Resolution No. 2016-10-028R calling for a public hearing for November 21, 2016 to consider an ordinance levying assessments against the property located in the Prairie Oaks Public Improvement District No. 1 to pay for the public improvements identified in the Preliminary Property SAP. The public hearing was opened on November 21 and all items were continued to the December meeting contingent on the closing of the property.


With the approval of the ordinance levying assessments a Phase 2-4 Major Improvements Reimbursement Agreement allows the developer to be reimbursed for costs associated with Phases 2-4 of the Prairie Oaks Public Improvement District No. 1. The District property will be developed in phases and special assessments for each phase has been or will be levied against the Assessed properties as noted in the Service and Assessment plans. Phases 2-4 are the remaining properties to be developed and the SAP established the estimated costs associated with Phases 2-4 to be $5,489,923 for improvements and has been allocated amongst the properties located within that phase. All revenue that is received and collected by the City from the collection of the assessments will be deposited according the PID agreement and will be used to reimburse the developer as agreed. Budget Impact: N/A Legal Obligations and Review: The City attorney has viewed and approved the resolution and agreement. Attached Documents: Resolution Major Improvements Reimbursement Agreement Phase 2-4 Board, Committee and/or Staff Recommendation: City staff recommends that the City Council vote to approve a resolution approving the Prairie Oaks Public Improvement District No. 1, Phases 2-4 Major Improvements Reimbursement Agreement executed between the City of Oak Point, Texas, and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement.



A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, APPROVING THE PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1 PHASES #2-4 MAJOR IMPROVEMENTS REIMBURSEMENT AGREEMENT WITH OPLE PRAIRIE OAKS DEVELOPMENT, INC.; AUTHORIZING AND DIRECTING THE CITY MANAGER OF THE CITY TO EXECUTE THE PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1 PHASES #2-4 MAJOR IMPROVEMENTS REIMBURSEMENT AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, on August 15, 2016 the City Council passed and approved Resolution No.

2016-08-020R authorizing the creation of the Prairie Oaks Public Improvement District No. 1 (the “District”) covering approximately 103.528 acres of land described by metes and bounds in said Resolution (the “District Property”); and

WHEREAS, the Developer (as defined in the Reimbursement Agreement) and the City

negotiated the Prairie Oaks Public Improvement District No. 1 Phases #2-4 Major Improvements Reimbursement Agreement (the “Reimbursement Agreement”) to reimburse the Developer for actual costs of the authorized improvements paid by the Developer; and

WHEREAS, on December 19, 2016, the City Council, after providing notice as required by law, and otherwise in compliance with all applicable laws, considered the Reimbursement Agreement in a meeting open to the public; and WHEREAS, the City Council desires to approve the Reimbursement Agreement and authorize and direct the City Manager of the City to execute the Reimbursement Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, THAT: Section 1. The Reimbursement Agreement, a copy of which is attached hereto as Exhibit A, by and between the Developer and the City covering the property more particularly described in the Reimbursement Agreement is hereby approved. Section 2. The City Manager of the City is hereby authorized and directed to execute the Reimbursement Agreement for and on behalf of the City immediately upon the passage of this Resolution. Section 3. This Resolution shall take effect immediately upon passage. PASSED AND APPROVED this 19th day of December, 2016. Duane Olson, Mayor

1

ATTEST: Amy Bockes, City Secretary APPROVED AS TO FORM: Terrence Welch, City Attorney

2

Exhibit “A”

Prairie Oaks Public Improvement District No. 1 Phases #2-4 Major Improvements Reimbursement Agreement


PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO.1 PHASES #2-4 MAJOR IMPROVEMENTS REIMBURSEMENT AGREEMENT

This Prairie Oaks Public Improvement District No. 1 Phases #2-4 Major Improvement Reimbursement Agreement (this “Reimbursement Agreement”) is executed between the City of Oak Point, Texas (the “City”) and OPLE Prairie Oaks Development, Inc., a Texas corporation (the “Developer”) (individually referred to as a “Party” and collectively as the “Parties”) to be effective December 19, 2016 (the “Effective Date”).

RECITALS

WHEREAS, capitalized terms used in this Reimbursement Agreement shall have the meanings given to them in this Reimbursement Agreement or in the Prairie Oaks Public Improvement District No. 1 Service and Assessment Plan, dated December 19, 2016, as the same may be amended from time to time (the “SAP”) approved by Ordinance No. 2016-12-427 passed and approved by the City Council on December 19, 2016 (“Ordinance No. 2016-12-427”); and



WHEREAS, the District Property is being developed in several phases, and special assessments for each phase have been or will be levied against the Assessed Property within such phase to pay the costs of Authorized Improvements that confer a special benefit on the Assessed Property within such phase; and

WHEREAS, Phases #2-4 are the remaining portion of the land of the District Property after Phase #1 is developed, as described in the SAP; and

WHEREAS, on October 17, 2016, the City Council passed and approved Resolution No. 2016-10-028R determining, among other things, the estimated costs of the Phase #1 Improvements and Phases #2-4 Major Improvements; and

WHEREAS, on December 19, 2016, the City Council passed and approved Ordinance No. 2016-12-427 (the “Assessment Ordinance”) which, among other things, approved the SAP (including the Assessment Rolls), levied assessments, and established the dates upon which interest on assessments will begin to accrue and collection of assessments will begin; and

WHEREAS, in addition to approving the SAP, the Assessment Ordinance levied assessments against property within Phases #2-4 (the “Phases #2-4 Assessed Property”) for the

Phases #2-4 Major Improvements Reimbursement Agreement Page 1 of 11

Phases #2-4 Major Improvements in accordance with the Phases #2-4 Major Improvements Assessment Roll attached as Appendix E to the SAP; and

WHEREAS, the Parties plan to enter into a “Phases #2-4 Major Improvement Construction, Funding, and Acquisition Agreement” (the “Construction Funding Agreement”) for the construction of the Phases #2-4 Major Improvements; and

WHEREAS, the SAP established $5,489,923.00 as the cost of the Phases #2-4 Major Improvements (the “Phases #2-4 Major Improvements Costs”) to be assessed against the Property; and

WHEREAS, the SAP allocated the Phases #2-4 Major Improvements Costs to the Property. Further, the SAP contemplated the allocation of the Phases #2-4 Major Improvements Costs among the single family residential lots to be created from the subdivision of the Property; and

WHEREAS, assessments against lots within the PID (“Phases #2-4 Major Improvements Assessments”) will be reflected on the “Assessment Rolls” as approved by the City Council; and

WHEREAS, the SAP and the Assessment Ordinance provide, in part, that an assessment or assessments may be paid in full, and if an assessment is not paid in full, it shall be due and payable in Annual Installments plus interest for a period of 25 years or until the assessment is paid in full; and

WHEREAS, all revenue received and collected by the City from the collection of the Assessments and Annual Installments (excluding Delinquent Collection Costs, Administrative Expenses, and the up to $.05 per $100 of taxable value of the Property within the PID for road maintenance fees (as contemplated in Section 7.15 of the Development Agreement)) (the “Phases #2-4 Major Improvements Assessment Revenue”) shall be deposited as required by the PID Act into an assessment fund that is segregated from all other funds of the City (the “Phases #2-4 Major Improvements Assessment Fund”); and

WHEREAS, Phases #2-4 Major Improvements Assessment Revenue deposited into the Phases #2-4 Major Improvements Assessment Fund shall be used to reimburse Developer and its assigns for Phases #2-4 Major Improvements Costs advanced in an amount not to exceed $3,650,000.00, plus interest; and

WHEREAS, the Parties agree that this Reimbursement Agreement supersedes and replaces any prior agreements (whether written or oral) including any amendments to those prior agreements between the Parties regarding the subject matter hereof; and

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL COVENANTS OF THE PARTIES SET FORTH IN THIS AGREEMENT AND FOR


VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1. The recitals in the “WHEREAS” clauses of this Reimbursement Agreement are true and correct, create obligations of the Parties, and are incorporated as part of this Reimbursement Agreement for all purposes.

2. Strictly subject to the terms, conditions, and requirements and solely from the revenues herein provided, the City agrees to pay the Developer and its assigns, and the Developer and its assigns shall be entitled to receive from the City, the amount equal to the actual costs of the Phases #2-4 Major Improvements paid by the Developer for Phases #2-4 Major Improvements Costs that were within budgeted costs, or authorized overrun costs, that were paid by the Developer (collectively, the “Reimbursement Amount”) plus interest on the unpaid balance in accordance with the terms of this Reimbursement Agreement until September 1, 2041 (the “Maturity Date”), and which shall be reimbursed to the Developer and its assigns in an amount not to exceed $3,650,000.00 (“Developer’s Reimbursement”) plus interest accrued, as hereinafter provided from Phases #2-4 Major Improvements Assessment Revenue received and collected by the City and deposited into the Phases #2-4 Major Improvements Assessment Fund. Phases #2-4 Major Improvements Assessment Revenue shall be received, collected and deposited into the Phases #2-4 Major Improvements Assessment Fund subject to the following limitations:

a. Calculation of the Phases #2-4 Major Improvements Assessments and the first Annual Installment for a Lot or Parcel shall begin as of September 1 in each year. Annual Installments shall be due by the earlier of the following: (1) each January 31st following the one year anniversary of the final plat approval for that Lot or Parcel; (2) January 31st following the date bonds are issued by the City or other issuer and each January 31st thereafter; or (3) January 31st prior to the expiration of 2 years from the date the Phases #2-4 Major Improvements Assessments were levied on the Lots or Parcels and each January 31st thereafter. Annual Installments shall continue for 25 years or until the unpaid principal amount of the Phases #2-4 Major Improvements Assessment for a Lot is paid in full.

b. The Phases #2-4 Major Improvements Assessments shall not accrue interest prior to the subdivision of the District Property or portion thereof into Lots and the corresponding allocation of the Phases #2-4 Major Improvements Assessment to the Lots in accordance with the SAP. Interest shall continue on the unpaid principal amount of the Phases #2-4 Major Improvements Assessment for a lot for 25 years or until the Phases #2-4 Major Improvements Assessment is paid in full.

c. The Developer shall be reimbursed in an amount not to exceed $3,650,000.00, plus interest from the Phases #2-4 Major Improvements Assessment Fund.


d. The unpaid Reimbursement Amount shall bear simple interest per annum at the rate of (x) 9.975% for years one through five, and (y) 6.975% for years six through 25. The interest rate has been approved by the City Council and is authorized by the PID Act and was determined based upon the Bloomberg BBB Muni Revenue Bond Valuation Index, a daily publication that publishes this interest rate index, which the highest average index rate for tax-exempt bonds reported in the previous month was 4.975%. The interest rate of 9.975% and 6.975% contained herein comply with Subsections 372.023(e)(1) and (e)(2) of the PID Act.

3. The Reimbursement Amount, plus interest on the Phases #2-4 Major Improvements Assessments and Annual Installments as described in Section 2 above (collectively, the “Unpaid Balance”), are secured by and payable solely from the Phases #2-4 Major Improvements Assessment Revenue received and collected by the City and deposited into the Phases #2-4 Major Improvements Assessment Fund. No other City funds, revenue, taxes, or income of any kind shall be used to pay the Unpaid Balance. This Reimbursement Agreement shall not, under any circumstances, give rise to or create a charge against the general credit or taxing power of the City or a debt or other obligation of the City payable from any source other than Phases #2-4 Major Improvements Assessment Revenue received, collected and deposited into the Phases #2-4 Major Improvements Assessment Fund. The City will use all reasonable efforts to receive and collect the Phases #2-4 Major Improvements Assessment Revenue concurrently with the collection of City ad valorem taxes (including the foreclosure of liens resulting from the nonpayment of the Phases #2-4 Major Improvements Assessments or Annual Installments or other charges due and owing under the SAP), and upon receipt and collection, immediately deposit the same into the Phases #2-4 Major Improvements Assessment Fund. The Reimbursement Amount shall be disbursed in accordance with the Construction Funding Agreement; provided, however, that if bonds are issued that are secured or that are to be paid, in whole or in part, by the Reimbursement Amount for the Phases #2-4 Major Improvements, all amounts in the Phases #2-4 Major Improvements Assessment Fund shall be deposited annually on each February 15th with the bond trustee for such bonds, without regard to the funding requirements contained in the Construction Funding Agreement. In the event of the issuance of bonds as described in this Section 3, the City’s obligation to annually provide all amounts in the Phases #2-4 Major Improvements Assessment Fund to the bond trustee as described in this Section 3 are unconditional and absolute, and specifically are not conditioned upon the requirements of the Construction Funding Agreement. Upon the issuance of bonds as described above, in no event shall disbursements be made to the Developer pursuant to the Construction Funding Agreement, and this Section 3 will control as to the disbursement of any funds from the Phases #2-4 Major Improvements Assessment Fund as defined herein (or the Assessment Fund as defined in the Construction Funding Agreement). With respect to any provision of the Construction Funding Agreement to the contrary, including specifically Section 3.02 thereof, this Section 3 controls.


4. The Developer has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but with written notice to) the City, the Developer’s right, title, or interest under this Reimbursement Agreement including, but not limited to, any right, title, or interest of the Developer in and to payment of the Unpaid Balance (any of the foregoing, a “Transfer,” and the person or entity to whom the Transfer is made, a “Transferee”). Notwithstanding the foregoing, however, no Transfer shall be effective until five days after notice of the Transfer is received by the City, including for each Transferee the information required by Section 8 below. The City may rely on any notice of a Transfer received from the Developer without obligation to investigate or confirm the validity or occurrence of such Transfer. The Developer waives all rights or claims against the City for any such funds provided to a third party as a result of a Transfer for which the City has received notice.

5. The obligations of the City under this Reimbursement Agreement are non-recourse and payable only from the Phases #2-4 Major Improvements Assessment Fund and such obligations do not create a debt or other obligation payable from any other City Revenues, taxes, income, or property. None of the City or any of its elected or appointed officials or any of its officers or employees shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of this Reimbursement Agreement or their acts or omissions under this Reimbursement Agreement.

6. Nothing in this Reimbursement Agreement is intended to constitute a waiver by the City of any remedy the City may otherwise have outside this Reimbursement Agreement against any person or entity involved in the design, construction or installation of the Authorized Improvements.

7. This Reimbursement Agreement is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Reimbursement Agreement. In the event of a dispute involving this Reimbursement Agreement, venue for such dispute shall lie in any court of competent jurisdiction in Denton County, Texas.

8. Any notice required or contemplated by this Reimbursement Agreement shall be deemed given at the address shown below: (i) when delivered by a national company such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person was the named addressee; or (ii) 72 hours after the notice was deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. Any Party may change its address by delivering written notice of such change in accordance with this section.


To the City: Attn: Luke Olson, City Manager City of Oak Point, Texas 100 Naylor Road Oak Point, Texas 75068

With a copy to: Brown & Hofmeister, LLP

Attn: Jeffrey Moore 740 E. Campbell Rd., Ste. 800 Richardson, Texas 75081 E-mail: [email protected]


Attn: John Dowdall 5305 Village Creek Dr.

Plano, Texas 75093 With a copy to: Attn: Robert Miklos

Miklos Law, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: [email protected]

9. Failure; Default; Remedies.

a. If either Party fails to perform an obligation imposed on such Party by this Reimbursement Agreement (a “Failure”) and such Failure is not cured after written notice and the expiration of the cure periods provided in this section, then such Failure shall constitute a “Default.” Upon the occurrence of a Failure by a non-performing Party, the other Party shall notify the non-performing Party and all Transferees of the non-performing Party in writing specifying in reasonable detail the nature of the Failure. The non-performing Party to whom notice of a Failure is given shall have at least 30 days from receipt of the notice within which to cure the Failure; however, if the Failure cannot reasonably be cured within 30 days and the non-performing Party has diligently pursued a cure within such 30-day period and has provided written notice to the other Party that additional time is needed, then the cure period shall be extended for an additional 30 day period so long as the non-performing Party is diligently pursuing a cure. Any Transferee shall have the right, but not the obligation, to cure any alleged Failure by the Developer within the same time periods that are provided to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not obligate the Transferee to be bound by this Reimbursement Agreement unless the Transferee agrees to be bound.


b. If the Developer is in Default, the City’s sole and exclusive remedy shall be to seek specific enforcement of this Reimbursement Agreement. No Default by the Developer, however, shall: (1) affect the obligations of the City to use the amounts transferred to the Phases #2-4 Major Improvements Assessment Fund as provided in Section 2 of this Reimbursement Agreement; or (2) entitle the City to terminate this Reimbursement Agreement.

c. If the City is in Default, the Developer’s sole and exclusive remedies shall be to: (1) seek a writ of mandamus to compel performance by the City; or (2) seek specific enforcement of this Reimbursement Agreement.

10. In the event of any conflict between this Reimbursement Agreement and any other agreement between the City and the Developer directly or indirectly related to the amounts transferred to the Phases #2-4 Major Improvements Assessment Fund, the Parties intend that the provisions and intent of this Reimbursement Agreement shall control.

11. The failure by a Party to insist upon the strict performance of any provision of this Reimbursement Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the provisions of this Reimbursement Agreement.

12. The City does not waive or surrender any of its governmental powers, immunities, or rights except to the extent permitted by law and necessary to allow the Developer to enforce its remedies under this Reimbursement Agreement.

13. Nothing in this Reimbursement Agreement, express or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer and its assigns any rights, remedies, or claims under or by reason of this Reimbursement Agreement, and all covenants, conditions, promises, and agreements in this Reimbursement Agreement shall be for the sole and exclusive benefit of the City and the Developer.

14. The Parties acknowledge that each has been actively involved in negotiating this Reimbursement Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Reimbursement Agreement. In the event of any dispute over the meaning or application of any provision of this Reimbursement Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision.

15. In this Reimbursement Agreement, time is of the essence and compliance with the times for performance herein is required.


16. The City represents and warrants that this Reimbursement Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Reimbursement Agreement on behalf of the City has been duly authorized to do so. The Developer represents and warrants that this Reimbursement Agreement has been approved by appropriate action of the Developer, and that the individual executing this Reimbursement Agreement on behalf of the Developer has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Reimbursement Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions and to the extent provided by law.

17. This Reimbursement Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Reimbursement Agreement. This Reimbursement Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Reimbursement Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Reimbursement Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Reimbursement Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties.

18. This Reimbursement Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

19. The Parties agree that at any time after execution of this Reimbursement Agreement, they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terms of this Reimbursement Agreement. This provision shall not be construed as limiting or otherwise hindering the legislative discretion of the City Council seated at the time that this Reimbursement Agreement is executed or any future City Council.

20. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Reimbursement Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Reimbursement Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term


“force majeure” shall include events or circumstances that are not within the reasonable control of Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care.

[SIGNATURE PAGES TO FOLLOW]


Executed by Developer and City to be effective on the Effective Date.

CITY OF OAK POINT, TEXAS, A Texas general-law municipality

Luke Olson, City Manager ATTEST: Amy Bockes, City Secretary APPROVED AS TO FORM: Terrence Welch, City Attorney STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me on __________, 2016, by Luke Olson, City Manager of the City of Oak Point, Texas, a Texas general-law municipality, on behalf of said municipality.

Notary Public, State of Texas (SEAL) Printed Name

DEVELOPER: OPLE PRAIRIE OAKS DEVELOPMENT, INC., A Texas corporation, By:_____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________

To: Mayor and Council From: Luke Olson, City Manager Re: City Council Meeting – December 19, 2016 Date: December 16, 2016 Agenda Item: Consider and act upon a resolution approving the Prairie Oaks Public Improvement District No. 1, Phase 1 Construction, Funding, and Acquisition Agreement between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. Description of Agenda Item: Chapter 372, Texas Local Government Code, as amended, authorizes the City of Oak Point, Texas, to create public improvement districts within the corporate limits and extraterritorial jurisdiction of the City and on Monday, June 20, 2016 there was a petition presented to the City Council requesting the establishment of Prairie Oaks Public Improvement District No. 1 consisting of approximately 103.528 acres within the extraterritorial jurisdiction of the City. The City Council determined on that date the petition satisfied the requirements and approved Resolution No. 2016-07-017R, ordering a public hearing that was held on Monday, August 15, 2016 to consider the resolution creating the Public Improvement District. After the City Council conducted the public hearing on Monday, August 15, 2016, Resolution No. 2016-08-020R was approved creating the Prairie Oaks Public Improvement District No. 1 and the property within the PID to be developed including a determination of the cost of the public improvements to be constructed and financed for the special benefit of the property, a service plan; an assessment plan; and a proposed assessment roll. On October 17, 2016 the City Council passed Resolution No. 2016-10-028R calling for a public hearing for November 21, 2016 to consider an ordinance levying assessments against the property located in the Prairie Oaks Public Improvement District No. 1 to pay for the public improvements identified in the Preliminary Property SAP. The public hearing was opened on November 21 and all items were continued to the December meeting contingent on the closing of the property.


With the approval of the ordinance levying assessments a Phase 1 Construction, Funding, and Acquisition Agreement relates to the real property within the PID. The District property will be developed in phases and special assessments for each phase has been or will be levied against the Assessed properties as noted in the Service and Assessment plans. Phase 1 will be the first development phase and the SAP established the estimated costs associated with Phase 1 to be $2,315,636 for improvements and has been allocated amongst the properties located within that phase. All revenue that is received and collected by the City from the collection of the assessments will be deposited according the PID agreement and will be used to reimburse the developer as agreed. The purpose of this item is to set forth the agreed provisions for reimbursement to the developer of completed projects through funds that have been deposited in the specific PID accounts. The assessment fund will hold the collected assessments as described in the SAP approved by Ordinance No. 2016-12-427 for the Phase 1 project fund and will be used for the acquisition, installment, or construction of Phase 1 projects. Budget Impact: N/A Legal Obligations and Review: The City attorney has viewed and approved the resolution and agreement. Attached Documents: Resolution Prairie Oaks PID Phase 1 CFA Cost estimates Phase 1 Board, Committee and/or Staff Recommendation: City staff recommends that the City Council vote to approve a resolution approving the Prairie Oaks Public Improvement District No. 1, Phase 1 Improvements Construction, Funding, and Acquisition Agreement executed between the City of Oak Point, Texas and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement.



A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, APPROVING THE PHASE #1 IMPROVEMENTS CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT WITH OPLE PRAIRIE OAKS DEVELOPMENT, INC.; AUTHORIZING AND DIRECTING THE CITY MANAGER OF THE CITY TO EXECUTE THE PHASE #1 IMPROVEMENTS CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.


WHEREAS, the Developer (as defined in the CFA Agreement) and the City negotiated

the Phase #1 Improvements Construction, Funding, and Acquisition (the “CFA Agreement”) covering real property located within the District; and

WHEREAS, on December 19, 2016, the City Council, after providing notice as required by law, and otherwise in compliance with all applicable laws, considered the CFA Agreement in a meeting open to the public; and

WHEREAS, the City Council desires to approve the CFA Agreement and authorize and direct the City Manager of the City to execute the CFA Agreement.

NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, THAT:

Section 1. The CFA Agreement, a copy of which is attached hereto as Exhibit A, between Developer and the City covering the property more particularly described in the CFA Agreement is hereby approved.

Section 2. The City Manager of the City is hereby authorized and directed to execute the CFA Agreement for and on behalf of the City immediately upon the passage of this Resolution.

Section 3. This Resolution shall take effect immediately upon passage.

1

PASSED AND APPROVED this 19th day of December, 2016.


2

Exhibit “A” Phase #1 Improvements Construction, Funding, and Acquisition Agreement


PHASE #1 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT

THIS PHASE #1 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (this “Agreement”), dated as of December 19, 2016, is by and between the CITY OF OAK POINT, TEXAS, a general law municipality of the State of Texas (the “City”), and OPLE PRAIRIE OAKS DEVELOPMENT, INC., a Texas corporation, (the “Developer”) (individually referred to as a “Party” and collectively as the “Parties”).

ARTICLE I DEFINITIONS

The following terms shall have the meanings ascribed to them in this Article I for purposes of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Service and Assessment Plan (as hereinafter defined).

“Actual Cost(s)” means the costs of the Phase #1 Projects actually paid or incurred for the design, construction and installation of the Phase #1 Projects.

“Administrator” means, initially, Municap, Inc., or any other individual or entity designated by the City to administer the District.

“Annual Service Plan Update” means the annual update to the Service and Assessment Plan conducted by the Administrator pursuant to Section IV of the Service and Assessment Plan.

“Assessed Property” means any property that benefits from the Phase #1 Projects within the PID on which Assessments have been imposed as shown in the Assessment Roll, as the Assessment Roll is updated each year by the Annual Service Plan Update. Assessed Property includes Parcels within the PID other than Non-Benefited Property.

“Assessment Fund” means an interest bearing fund by such name created under the Reimbursement Agreement where certain monies from the collection of assessments shall be deposited and used to finance the Phase #1 Projects.

“Budgeted Cost(s)” means the costs shown on Exhibit A attached hereto.

“Certification for Payment” means a certificate, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer, Administrator, and City Representative, executed by an engineer, construction manager or other person or entity acceptable to the City, as evidenced by the signature of a City Representative, provided to the City Representative and the Administrator, specifying the amount of work performed and the amount charged for that work, including materials and labor costs, presented to the Administrator to request payment from the Project Fund for Phase #1 Project Cost(s).

PRAIRIE OAKS PHASE #1 CFA P. 1

“City Administrator” means the City Administrator of the City, or its designee.

“City Inspector” means an individual employed by or an agent of the City whose job is, in part or in whole, to inspect infrastructure to be owned by the City for compliance with all rules and regulations applicable to the development and the infrastructure inspected.

"City Representative" means City Administrator of the City, or any other official or agent of the City later authorized by the City to undertake the action referenced herein.

“Construction Contracts” means the contracts for the construction of the Phase #1 Projects. “Construction Contract” means any one of the Construction Contracts.

“Cost(s)” means the Budgeted Cost(s) or the cost(s) of a Phase #1 Project as reflected in a construction contract, if greater.

“Cost Overrun” means, with respect to each Phase #1 Project, the Cost(s) or Actual Cost(s) as appropriate of such Phase #1 Project in excess the Budgeted Cost(s).

"Cost Underrun" means, with respect to each Phase #1 Project, the amount by which the Budgeted Cost(s) exceeds the Actual Cost(s), as appropriate, of such Phase #1 Project.

“Developer” means OPLE Prairie Oaks Development, Inc., a Texas corporation.

“Development Agreement” means collectively that certain Development Agreement executed by and between the City and The Rudman Partnership, Ltd., MER Energy, Ltd., and The Rudman Family Trust, effective April 18, 2016.

“District” means the Prairie Oaks Public Improvement District No. 1 created by the City on August 15, 2016.

“Final Completion” means completion of a Phase #1 Project (including a section or segment of a Phase #1 Project) in compliance with existing City standards for dedication under the City’s ordinances and the Development Agreement.

“Mustang SUD” means Mustang Special Utility District.

“Mustang SUD Inspector” means an individual employed by or an agent of Mustang SUD whose job is, in part or in whole, to inspect infrastructure to be owned by Mustang SUD for compliance with all rules and regulations applicable to the development and the infrastructure inspected.

“Phase #1 Projects” mean, collectively, the Phase #1 Projects listed in Exhibit A to be constructed in compliance with City ordinances and Mustang SUD regulations when applicable. An individual Phase #1 Project, including a completed segment or part, shall be referred to as a Phase #1 Project.


“PID” means the Prairie Oaks Public Improvement District No. 1 created by the City on August 15, 2016.

"PID Act" means the Phase #1 Project District Assessment Act, Texas Local Government Code, Chapter 372, Improvement Districts in Municipalities and Counties, Subchapter A, Public Improvement Districts, as amended.

“Plans” means the plans, specifications, schedules and related construction contracts for the Phase #1 Projects, respectively, approved pursuant to the applicable standards and ordinances of the City and Mustang SUD when applicable, the Development Agreement, and any other applicable governmental entities.

“Project Fund” means a fund by such name created where certain monies used to finance the Phase #1 Projects shall be deposited and shall be used for the payment of Phase #1 Project Cost(s) related to the creation of the District and to reimburse the Developer for the design, construction, and installation of public infrastructure. The Phase #1 Project Fund shall not be commingled with any other fund for the City.

“Reimbursement Agreement” means the Prairie Oaks Public Improvement District No. 1 Phase #1 Reimbursement Agreement dated as of December 19, 2016, by and between the City and the Developer providing for the construction and financing of certain Phase #1 Projects by the Developer for which the Developer will later be reimbursed by the City pursuant to the PID Act.

“Service and Assessment Plan” means the Service and Assessment Plan, adopted by the City Council on December 19, 2016, for the purpose of assessing allocated cost(s) against the property located within the boundaries of the PID having terms, provisions and findings approved and agreed to by the Developer and the City, as required by this Agreement and in accordance with the PID Act.

“Substantial Completion” means the time at which the construction of a Phase #1 Project (or specified part thereof) has progressed to the point where such Phase #1 Project (or a specified part thereof) is sufficiently complete in accordance with the Construction Contracts related thereto so that such Phase #1 Project (or a specified part thereof) can be utilized for the purposes for which it is intended.

“Supplement” means a written document agreed upon by the Parties to this Agreement amending, supplementing or otherwise modifying this Agreement and any exhibit hereto, including any amendments to the list of Phase #1 Projects in Exhibit A in a manner consistent with the Service and Assessment Plan, the PID Act, and this Agreement.

ARTICLE II RECITALS


Section 2.01. The District and the Phase #1 Projects.

(a) The City has created the District under the PID Act for the financing of the acquisition, construction and installation of the Phase #1 Projects.

(b) The Phase #1 Projects are eligible to be financed with the collection of assessments from property within the PID to the extent specified in the Service and Assessment Plan and subject to the provisions of the Development Agreement.

(c) The Developer will undertake the construction and installation of the Phase #1 Projects for dedication to and acceptance by the City and Mustang SUD, where applicable, in accordance with the terms and conditions contained in the Development Agreement.

Section 2.02. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein.

ARTICLE III FUNDING

Section 3.01. Reimbursements.

(a) The City’s obligation with respect to the payment of the Phase #1 Projects shall be limited to the Budgeted Cost(s), and shall be payable solely from amounts on deposit within the Project Fund for the payment of such cost(s) as provided herein and in the Service and Assessment Plan. The Developer agrees and acknowledges that it is responsible for all Cost Overruns, except to the extent as provided for in Section 4.04 below.

(b) The obligation of owners of Assessed Property (as defined in the Service and Assessment Plan) within the District, including the Developer to the extent it owns any Assessed Property in the District, to pay Assessments is not in any way dependent on the availability of amounts in the Project Fund to pay for all or any portion of the Phase #1 Project Cost(s) hereunder.

(c) The Developer acknowledges that any lack of availability of amounts in the Project Fund to pay the Phase #1 Project Costs shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for the Phase #1 Projects required by this Agreement, the Development Agreement, or any other agreement to which the Developer is a party or any governmental approval to which the Developer or any land within the District is subject.

Section 3.02. Disbursements.


The City and the Developer agree that monies deposited into the Project Fund and upon the presentation of evidence satisfactory to the City Representative, the City will, on a monthly basis, cause the payment for cost(s) incurred in the administration, and operation of the District and cost(s) of Phase #1 Projects up to $1,500,000.00 from the Project Fund, subject to the availability of funds in the Project Fund, to the persons entitled to the payment. These payments will be delivered to the Developer or its assignees and the City pursuant to the submission of a Certification for Payment, in accordance with the Development Agreement, this Agreement, and the Reimbursement Agreement, substantially in the form of Exhibit B attached hereto; provided, however, if any bonds have been issued pursuant to Section 3 of the Reimbursement Agreement, all funds in the Assessment Fund shall be distributed and disbursed exclusively as described in Section 3 of the Reimbursement Agreement and this Section 3.02 shall be inapplicable. For the avoidance of doubt, upon the issuance of bonds secured by or that are to be paid, in whole or in part, by funds deposited or to be deposited in the Assessment Fund for the payment of the Phase #1 Projects, all such funds will be distributed exclusively to the bond trustee for such bonds as described in Section 3 of the Reimbursement Agreement, and the City agrees that upon such issuance of bonds, funds deposited to the Assessment Fund for the payment of the Phase #1 Projects will be dispersed only as described in Section 3 of the Reimbursement Agreement.

Section 3.03. Accounts. All disbursements from the Project Fund shall be made by the City in accordance with provisions of the Development Agreement, the Reimbursement Agreement, and the Service and Assessment Plan. The Assessment Fund will hold the collected Assessments, as described in the Service and Assessment Plan and will serve to finance the costs of the Phase #1 Projects. Monies subsequently obtained through the financing of the Phase #1 Projects will be deposited into the Project Fund of the Phase #1 Projects for the acquisition, installation, or construction of the Phase #1 Projects.

ARTICLE IV CONSTRUCTION OF PHASE #1 PROJECTS

Section 4.01. Duty of Developer to Construct.

(a) All Phase #1 Projects shall be constructed by or at the direction of the Developer in accordance with the Plans and in accordance with this Agreement and the Development Agreement. The Developer shall perform all of its obligations and shall conduct all operations with respect to the construction of Phase #1 Projects in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Phase #1 Projects to be acquired and accepted by the City and Mustang


SUD, where applicable, from the Developer as provided in this Agreement.

(b) The Developer shall not be relieved of its obligation to construct each Phase #1 Project and, upon completion, inspection, and acceptance, convey each such Phase #1 Project to the City and Mustang SUD, where applicable, in accordance with the terms hereof, even if there are insufficient funds in the Project Fund to pay the Actual Cost(s) thereof. In any event, this Agreement shall not affect any obligation of the Developer under any other agreement to which the Developer is a party or any governmental approval to which the Developer or any land within the District is subject, with respect to the Phase #1 Projects required in connection with the development of the land within the District.

Section 4.02. No Competitive Bidding. Phase #1 Projects shall not require competitive bidding pursuant to Section 252.022(9) of the Texas Local Government Code, as amended.

Section 4.03. Independent Contractor. In performing this Agreement, the Developer is an independent contractor and not the agent or employee of the City or Mustang SUD with respect to the Phase #1 Projects.

Section 4.04. Remaining Funds after Completion of a Phase #1 Project. Upon the Final Completion of a Phase #1 Project (or segment or phase thereof) and payment of all outstanding invoices for such Phase #1 Project, if the Actual Cost(s) of such Phase #1 Project is less than the Budgeted Cost(s) (a “Cost Underrun”), any remaining Budgeted Cost(s) will be available to pay Cost Overruns on any other Phase #1 Project. The City shall promptly confirm to the Administrator that such remaining amounts are available to pay such Cost Overruns, and the Developer, the Administrator and the City Representative will agree how to use such moneys to secure the payment and performance of the work for other Phase #1 Projects. Any Cost Underrun for any Phase #1 Project is available to pay Cost Overruns on any other Phase #1 Project, and may be added to the amount approved for payment in any Certification for Payment, as agreed to by the Developer, the Administrator, and the City Representative.

Section 4.05. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred to as “change orders”) required for the construction of the Phase #1 Projects. The Developer may approve and implement any change orders, even if such change order would increase the Cost of a Phase #1 Project, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such change orders, except for amounts available and approved pursuant to Section 4.04.

ARTICLE V ACQUISITION, CONSTRUCTION, AND PAYMENT

Section 5.01. Payment Requests for the Phase #1 Projects.

(a) No payment hereunder shall be made from the Project Fund for a Phase #1 Project until a


Certification for Payment is received from the Developer for work with respect to a Phase #1 Project (or the completed segment or phase) and approved for payment by the City. Upon receipt of a Certification for Payment, substantially in the form of Exhibit B hereto (along with all accompanying documentation required by the City) from the Developer, the City Inspector (for City owned project) shall conduct a review in order to confirm that such request is complete, to confirm that the work with respect to such Phase #1 Project identified therein for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement and the Development Agreement, and to verify and approve the Actual Cost of such work specified in such Certification for Payment (collectively, the “Developer Compliance Requirements”), and shall as quickly as possible forward the request to the City Representative. The approval of the Certification for Payment by the City Inspector shall constitute a representation by the City Inspector to the City that the requirements of this Agreement have been satisfied with respect to the Phase #1 Project identified therein. The City Inspector shall also conduct such review as is required in his discretion to confirm the matters certified in the Certification for Payment. The Developer agrees to cooperate with the City Inspector in conducting each such review and to provide the City Inspector with such additional information and documentation as is reasonably necessary for the City Inspector to conclude each such review.

(b) Within ten (10) business days of receipt of any Certification for Payment, the City Inspector, when applicable, shall either (i) approve and execute the Certification for Payment and forward the same to the Administrator for payment (from those funds available in the Project Fund), or (ii) in the event the City Inspector disapproves the Certification for Payment, give written notification to the Developer of the City Inspector’s disapproval, in whole or in part, of such Certification for Payment, specifying the reasons for such disapproval and the additional requirements to be satisfied for approval of such Certification for Payment. If a Certification for Payment seeking reimbursement is approved only in part, the City Inspector shall specify the extent to which the Certification for Payment is approved and shall deliver such partially approved Certification for Payment to the Administrator for approval in accordance with Section 5.02 hereof and delivery to the Developer in accordance with Section 5.01(d) hereof, and any such partial work shall be processed for payment under Section 5.02 notwithstanding such partial denial.

(b-1) Upon receipt of a Certification for Payment, substantially in the form of Exhibit B hereto

(along with all accompanying documentation) from the Developer, the Mustang SUD Inspector (for a Mustang SUD owned project) will be requested to conduct a review in order to confirm that such request is complete, to confirm that the work with respect to such Phase #1 Project identified therein for which payment is requested was performed


with all applicable governmental laws, rules and regulations and applicable Plans and with the terms of this Agreement and the Development Agreement. The Developer will request that upon approval of the Certification for Payment by the Mustang SUD Inspector, the Mustang SUD Inspector forward the same to the Administrator for payment (from those funds available in the Project Fund).

(c) If the City Inspector fails to act with respect to a Certification for Payment within the

time period herein provided, the Developer shall submit the Certification for Payment directly to the City Representative for approval. Within ten (10) business days of receipt of any Certification for Payment, the City Representative shall approve or deny the Certification for Payment, and provide notice to the Administrator and Developer. The approval of the Certification for Payment by the City Representative shall constitute a representation by the City Representative of the Developer’s compliance therein. Upon approval of a Certification for Payment, the Administrator shall make payment in accordance with Section 5.02 hereof.

(d) If the City Representative denies the Certification for Payment, the denial must be in

writing, stating the reason(s) for denial. The denial may be appealed to the City Council by the Developer in writing within 30 days of being denied by the City Representative. Denial of the Certification for Payment by the City Council shall be attempted to be resolved by half-day mediation between the parties in the event an agreement is not otherwise reached by the parties, with the mediator’s fee being paid by Developer.

(e) The Developer shall deliver the approved or partially approved Certification for Payment

by the City Representative as provided in Section 5.01(c), or approved by the City Council, to the Administrator for payment and the Administrator shall make such payment from the Project Fund in accordance with Section 5.02 below.

Section 5.02. Payment for Phase #1 Projects.

(a) Upon receipt of a reviewed and approved Certification for Payment, as evidenced by the signature of the City Representative, the Administrator shall make payment from the Project Fund from those funds available, for such approved Certification for Payment pursuant to the terms of the Certification for Payment in an amount not to exceed the Budgeted Cost(s), except as provided for in Section 4.04. Any amount remaining to be paid on a monthly basis after funds have been exhausted in the Project Fund, shall remain as an amount outstanding to be paid, and shall be paid in the next monthly disbursement of funds from the Project Fund, again subject to availability of funds in the Project Fund.

(b) Notwithstanding any other provisions of this Agreement, the Administrator shall make payment directly to the person or entity specified by the Developer (including any entity


assigned the rights to these payments made in accordance with the Reimbursement Agreement) in an approved Certification for Payment, including: (1) a general contractor or supplier of materials or services or jointly to Developer (or any permitted assignee of such Developer) and the general contractor or supplier of materials or services, as indicated in an approved Certification for Payment; (2) to the Developer or any assignee of the Developer if an unconditional lien release is attached to such Certification for Payment, and, (3) to the Developer, or to the third party contractor directly, at Developer’s request as specified in the Certification for Payment, in the event the Developer provides a general contractor’s or suppliers of materials unconditional lien release for a portion of the work covered by a Developer or any assignee of the Developer to the extent of such lien release. Neither the Administrator, nor the City, City Council, City Administrator, or City Representative shall have any liability for relying on the accuracy of the payee information in any Certification for Payment as presented by the Developer or its assignees.

(c) Withholding Payments.

Nothing in this Agreement shall be deemed to prohibit the Developer or the City from contesting in good faith the validity or amount of any mechanic’s or materialman’s lien and/or judgment nor limit the remedies available to the Developer or the City with respect thereto so long as such delay in performance shall not subject the Phase #1 Project to foreclosure, forfeiture, or sale.

ARTICLE VI OWNERSHIP AND TRANSFER OF PHASE #1 PROJECT

Section 6.01. Phase #1 Project to be Owned by the City or Mustang SUD– Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to the Phase #1 Projects, including any related rights-of-way, easements, and open spaces if any, to be acquired and accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the City, for review and approval at least 30 calendar days prior to the transfer of title of a Phase #1 Project to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment of the City, could materially affect the City’s use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to the Phase #1 Project until the Developer has cured such objections to title to the satisfaction of the City.

Section 6.02. Phase #1 Project Constructed on City Land or Developer Land. If the Phase #1 Project is on land owned by the City, the City hereby grants to the Developer a license to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Phase #1 Project. If the Phase #1 Project is on land owned by


the Developer, the Developer hereby grants to the City a permanent access and maintenance easement to enter upon such land for purposes related to inspection and maintenance of the Phase #1 Project. Mustang SUD is granted a permanent access and maintenance easement, where applicable, to enter upon such land for purposes related to inspection and maintenance of the Phase #1 Projects, to be owned by Mustang SUD, per the terms of a non-standard agreement. The grant of the permanent easement shall not relieve the Developer of any obligation to grant the City or Mustang SUD title to property and/or easements related to the Phase #1 Project as required by the Development Agreement or as should in the City’s reasonable judgment be granted to provide for convenient access to and routine and emergency maintenance of such Phase #1 Project. The provisions for inspection and acceptance of such Phase #1 Project otherwise provided herein shall apply.

ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 7.01. Representations, Covenants and Warranties of the Developer. The Developer represents and warrants for the benefit of the City as follows:

(a) Organization. The Developer consists of one Texas corporation duly formed, organized and validly existing under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to carry on its business in the State of Texas as now being conducted as hereby contemplated.

(b) Authority. The Developer has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered by the Developer.

(c) Binding Obligation. This Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles.

(d) Compliance with Law. The Developer shall not with knowledge commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Phase #1 Projects in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District or the Phase #1 Projects.

(e) Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the acquisition or construction of any improvement that are not part of the Phase #1 Projects, and (ii) it will diligently follow all procedures


set forth in this Agreement with respect to the Certification for Payments.

(f) Financial Records. For a period of two years after completion of the Phase #1 Projects, the Developer covenants to maintain proper books of record and account for the construction of the Phase #1 Projects and all Costs related thereto. Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection by the City or its agent at any reasonable time during regular business hours on reasonable notice.

(g) Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the City and from any other public entity or public utility from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Phase #1 Projects will be constructed in full compliance with such Plans and any change orders thereto consistent with the PID Act, and the Development Agreement.

(h) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the City Administrator or the City Representative related to the status of construction of the Phase #1 Projects within the District and the anticipated completion dates for future Phase #1 Projects.

(i) Financial Resources. The Developer represents and warrants that it has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement and the Development Agreement.

Section 7.02. Indemnification and Hold Harmless. The Developer shall indemnify and hold harmless and assume the defense of, any action or proceeding by reason of or resulting from the breach of any provision of this Agreement, the Inspector, the City, officers, employees and agents of the City, and each of them (each an “Indemnified Party”), from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from the breach of any provision of this Agreement by the Developer, the negligent design, engineering and/or construction by the Developer or any architect, engineer or contractor hired by the Developer of any of the Phase #1 Projects acquired from the Developer, the Developer’s nonpayment under contracts between the Developer and its consultants, engineers, advisors, contractors, subcontractors and suppliers in the provision of the Phase #1 Projects, or any claims of persons employed by the Developer or its agents to construct the Phase #1 Projects. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the gross negligence or willful misconduct of any Indemnified Party.

Section 7.03. Use of Monies by City. The City agrees not to take any action or direct the Administrator to take any action to expend, disburse or encumber the monies held in the Assessment Fund or the Project Fund and any monies to be transferred thereto for any purpose


other than the purposes permitted by the Service and Assessment Plan including amendments and annual updates. Prior to the acceptance of all Phase #1 Projects, the City agrees not to modify or supplement the Service and Assessment Plan without the approval of the Developer if as a result or as a consequence of such modification or supplement (a) the amount of monies that would otherwise have been available under the Project Fund for the Costs of the Phase #1 Projects is reduced, delayed or deferred, (b) the obligations or liabilities of the Developer are or may be increased or otherwise adversely affected in any manner, or (c) the rights of the Developer are or may be modified, limited, restricted or otherwise adversely affected in any manner.

Section 7.04. No Reduction of Assessments. The Developer agrees not to take any action or actions to reduce the total amount of such Assessments to be levied as of the effective date of this Agreement.

ARTICLE VIII TERMINATION

This Agreement may be terminated by the mutual, written consent of the City and the Developer, in which event the City may either execute contracts for or perform any remaining work related to the Phase #1 Projects not accepted by the City or other appropriate entity and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund, and the Developer shall have no claim or right to any further payments for the Cost(s) of an Phase #1 Project hereunder, except as otherwise may be provided in such written consent.

ARTICLE IX MISCELLANEOUS

Section 9.01. Limited Liability of City. The Developer agrees that any and all obligations of the City arising out of or related to this Agreement are special obligations of the City, and the City’s obligations to make any payments hereunder are restricted entirely to the monies, if any, in the Project Fund and from no other source. Neither the City, the Inspector, nor any other City employee or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof.

Section 9.02. Audit. The Inspector or a finance officer of the City shall have the right, during normal business hours and upon the giving of three business days’ prior written notice to a Developer, to review all books and records of the Developer pertaining to Costs and expenses incurred by the Developer only with respect to any of the Phase #1 Projects and any bids taken or received for the construction thereof or materials therefor.

Section 9.03. Notices. Any notice, payment or instrument required or permitted by this


Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within twenty-four (24) hours after such transmission) or seventy-two (72) hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

To the City: City Manager Attn: Luke Olson

City of Oak Point, Texas 100 Naylor Road


With a copy to: Brown & Hofmeister, LLP Attn: Jeffrey Moore

740 E. Campbell Rd., Ste. 800 Richardson, Texas 75081 E-mail: [email protected]


Attn: John Dowdall 5305 Village Creek Dr. Plano, Texas 75093 With a copy to: Miklos Law, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: [email protected]

Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party.

The City shall advise the Developer of the name and address of any Inspector who is to receive any notice or other communication pursuant to this Agreement.

Section 9.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent possible.

Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The obligations, requirements, or covenants to develop the Property in this Agreement may be assigned to any affiliate or related entity of the Developer, or any lien holder on the Property, with notice, but without the prior written consent of the City. The obligations, requirements or covenants to the development


of the Property shall not be assigned by Developer to a non-affiliate or non-related entity of the Developer without the prior written consent of the City Administrator of the City, which consent shall not be unreasonably withheld if the assignee demonstrates financial ability to perform. Any receivables due under this Agreement, the Development Agreement, or any reimbursement agreement may be assigned by the Developer without consent of but upon written notice to the City pursuant to Section 9.14 of this Agreement. An Assignee shall be considered a “Party” for the purposes of this Agreement.

Section 9.06. Other Agreements. The obligations of the Developer hereunder shall be

those of a Party hereto and not as an owner of property in the District. Nothing herein shall be construed as affecting the City’s or the Developer’s rights or duties to perform their respective obligations under other agreements, use regulations or subdivision requirements relating to the development of the lands in the District, including the applicable Construction Contracts and the Development Agreement. To the extent there is a conflict between this Agreement and the Development Agreement, the Development Agreement shall control.

Section 9.07. Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term “force majeure” shall include events or circumstances that are not within the reasonable control of Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care.

Section 9.08. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party, or the failure by a Party to exercise its rights upon the default of any other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the terms of this Agreement thereafter.

Section 9.09. Merger. No other agreement, statement or promise made by any Party or any employee, officer or agent of any Party with respect to any matters covered hereby that is not in writing and signed by all the Parties to this Agreement shall be binding.

Section 9.10. Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the City or the Developer shall be for the sole and exclusive benefit of the City and the Developer.

Section 9.11. Amendment. This Agreement may be amended, from time to time in a manner consistent with the PID Act, in writing hereto and executed in counterparts, each of


which shall be deemed an original.

Section 9.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 9.13. Effective Date. This Agreement shall become effective upon its execution and delivery, by the Parties hereto. All representations and warranties set forth therein shall be deemed to have been made on the Effective Date.

Section 9.14. Notice of Assignment. Notwithstanding anything to the contrary in this Agreement, the following requirements shall apply in the event that the Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement:

(a) within thirty (30) days after the effective date of any such sale, assignment,

transfer, or other conveyance, the Developer must provide written notice of same to the City;

(b) the notice must describe the extent to which any rights or benefits under this

Agreement have been sold, assigned, transferred, or otherwise conveyed;

(c) the notice must state the name, mailing address, and telephone contact information of the person(s) acquiring any rights or benefits as a result of any such sale, assignment, transfer or other conveyance;

(d) the notice must be signed by a duly authorized person representing the Developer

and a duly authorized representative of the person acquiring any rights or benefits as a result of the sale, assignment, transfer or other conveyance.


IN WITNESS WHEREOF, the parties have executed this Agreement as of this the 19th

day of December, 2016.

CITY:

CITY OF OAK POINT, TEXAS Luke Olson, City Manager ATTEST: Amy Bockes, City Secretary APPROVED AS TO FORM: Terrence Welch, City Attorney DEVELOPER:

OPLE PRAIRIE OAKS DEVELOPMENT, INC., By:_____________________________ Name: __________________________ Title: ___________________________ Date: ___________________________

A-1

Exhibit A

List of Phase #1 Projects and Budgeted Costs

A-1

Exhibit B

FORM OF CERTIFICATION FOR PAYMENT

The undersigned is an agent for OPLE PRAIRIE OAKS, INC., a Texas corporation, (the “Developer”) and requests payment from the Project Fund (as defined in the Construction, Funding, and Acquisition Agreement) from the City of Oak Point, Texas (the “City”) in the amount of $__________________ for labor, materials, fees, and/or other general costs related to the construction of certain Phase #1 Projects related to the Prairie Oaks Public Improvement District No. 1 (the “Phase #1 Projects”). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Phase #1 Construction, Funding, and Acquisition Agreement (the “Phase #1 CFA Agreement”).

In connection to the above referenced payment, the Developer represents and warrants to the City as follows:

1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certification for Payment on behalf of the Developer, and is knowledgeable as to the matters set forth herein.

2. The payment requested for the below referenced Phase #1 Projects have not been the subject of any prior payment request submitted to the City or, if previously requested, no disbursement was made with respect thereto.

3. The amount listed for the Phase #1 Projects below is a true and accurate representation of the costs associated with the creation, acquisition, or construction of said Phase #1 Project(s), and such costs are in compliance with the Phase #1 CFA Agreement and the Service and Assessment Plan.

4. The Developer is in compliance with the terms and provisions of the Phase #1 CFA Agreement, the Development Agreement and the Service and Assessment Plan.

5. All conditions set forth in the Phase #1 CFA Agreement, and the Development Agreement for the payment hereby requested have been satisfied.

6. The work with respect to the Phase #1 Project(s) referenced below (or its completed segment) has been completed and the City may begin inspection of the Phase #1 Project(s).

7. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review.

8. As required by Texas Local Government Code, Section 252.051, as amended, the Developer has provided the City with an independent appraisal of any Phase #1 Project consisting of any real property, or any interest in real property including easements and rights-of-way

B-1

and open space if any, to be acquired by the City including specifically monies on deposit in the Project Fund.

Payments requested are as follows:

[Information regarding Payee, amount, and deposit instructions]

Payee / Description of Phase #1 Project

Total Cost of Phase #1 Project

Budgeted Cost of Phase #1 Project

Amount to be paid from the Project Fund

TOTAL

Attached hereto, are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments.

Pursuant to the Phase #1 CFA Agreement, after receiving this Certification for Payment, the City is authorized to inspect the Phase #1 Project (or completed segment or phase) and confirm that said work has been completed in accordance with all applicable governmental laws, rules, and Plans. Afterwards, the City must then accept or deny this Certification for Payment.

I hereby declare that the above representations and warranties are true and correct.


B-2

APPROVAL OF REQUEST BY CITY

The City is in receipt of the attached Certification for Payment, acknowledges the Certification for Payment, and finds the Certification for Payment to be in order. After reviewing the Certification for Payment, the City approves the Certification for Payment.

CITY OF OAK POINT

By: ____________________

Name: ____________________

Title: ____________________

Date: ___________

B-3

To: Mayor and Council From: Luke Olson, City Manager Re: City Council Meeting – December 19, 2016 Date: December 16, 2016 Agenda Item: Consider and act upon a resolution approving the Prairie Oaks Public Improvement District No. 1, Phases 2-4 Major Improvements Construction, Funding and Acquisition Agreement executed between the City of Oak Point, Texas, and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement. Description of Agenda Item: Chapter 372, Texas Local Government Code, as amended, authorizes the City of Oak Point, Texas, to create public improvement districts within the corporate limits and extraterritorial jurisdiction of the City and on Monday, June 20, 2016 there was a petition presented to the City Council requesting the establishment of Prairie Oaks Public Improvement District No. 1 consisting of approximately 103.528 acres within the extraterritorial jurisdiction of the City. The City Council determined on that date the petition satisfied the requirements and approved Resolution No. 2016-07-017R, ordering a public hearing that was held on Monday, August 15, 2016 to consider the resolution creating the Public Improvement District. After the City Council conducted the public hearing on Monday, August 15, 2016, Resolution No. 2016-08-020R was approved creating the Prairie Oaks Public Improvement District No. 1 and the property within the PID to be developed including a determination of the cost of the public improvements to be constructed and financed for the special benefit of the property, a service plan; an assessment plan; and a proposed assessment roll. On October 17, 2016 the City Council passed Resolution No. 2016-10-028R calling for a public hearing for November 21, 2016 to consider an ordinance levying assessments against the property located in the Prairie Oaks Public Improvement District No. 1 to pay for the public improvements identified in the Preliminary Property SAP. The public hearing was opened on November 21 and all items were continued to the December meeting contingent on the closing of the property.

Agenda Item No. 13- Page 1 of 2

With the approval of the ordinance levying assessments a Phase 2-4 Major Improvements Construction, Funding, and Acquisition Agreement allows the developer to be reimbursed for costs associated with Phases 2-4 of the Prairie Oaks Public Improvement District No. 1. The District property will be developed in phases and special assessments for each phase has been or will be levied against the Assessed properties as noted in the Service and Assessment plans. Phases 2-4 are the remaining properties to be developed and the SAP established the estimated costs associated with Phases 2-4 to be $5,489,923 for improvements and has been allocated amongst the properties located within that phase. All revenue that is received and collected by the City from the collection of the assessments will be deposited according the PID agreement and will be used to reimburse the developer as agreed. The purpose of this item is to set forth the agreed provisions for reimbursement to the developer of completed projects through funds that have been deposited in the specific PID accounts. The assessment fund will hold the collected assessments as described in the SAP approved by Ordinance No. 2016-12-427 for the Phases 2-4 project fund and will be used for the acquisition, installment, or construction of Phases 2-4 projects. Budget Impact: N/A Legal Obligations and Review: The City attorney has viewed and approved the resolution and agreement. Attached Documents: Resolution Major Improvements CFA Phase 2-4 Estimated Cost list Phases 2-4 Board, Committee and/or Staff Recommendation: City staff recommends that the City Council vote to approve a resolution approving the Prairie Oaks Public Improvement District No. 1, Phases 2-4 Major Improvements Construction, Funding, and Acquisition Agreement executed between the City of Oak Point, Texas, and Prairie Oaks, Ltd., a Texas limited partnership, and hereby authorizing the City Manager to execute said agreement.



A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, APPROVING THE PHASES #2-4 MAJOR IMPROVEMENTS CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT WITH OPLE PRAIRIE OAKS DEVELOPMENT, INC.; AUTHORIZING AND DIRECTING THE CITY MANAGER OF THE CITY TO EXECUTE THE PHASES #2-4 MAJOR IMPROVEMENTS CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.


WHEREAS, the Developer (as defined in the CFA Agreement) and the City negotiated

the Phases #2-4 Major Improvements Construction, Funding, and Acquisition (the “CFA Agreement”) covering real property located within the District; and

WHEREAS, on December 19, 2016, the City Council, after providing notice as required by law, and otherwise in compliance with all applicable laws, considered the CFA Agreement in a meeting open to the public; and

WHEREAS, the City Council desires to approve the CFA Agreement and authorize and direct the City Manager of the City to execute the CFA Agreement.

NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, THAT:

Section 1. The CFA Agreement, a copy of which is attached hereto as Exhibit A, between Developer and the City covering the property more particularly described in the CFA Agreement is hereby approved.

Section 2. The City Manager of the City is hereby authorized and directed to execute the CFA Agreement for and on behalf of the City immediately upon the passage of this Resolution.

Section 3. This Resolution shall take effect immediately upon passage.

1

PASSED AND APPROVED this 19th day of December, 2016.


2

Exhibit “A” Phases #2-4 Major Improvements Construction, Funding, and Acquisition Agreement


PHASES #2-4 MAJOR IMPROVEMENTS CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT

THIS PHASES #2-4 MAJOR IMPROVEMENTS CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (this “Agreement”), dated as of December 19, 2016, is by and between the CITY OF OAK POINT, TEXAS, a general law municipality of the State of Texas (the “City”), and OPLE PRAIRIE OAKS DEVELOPMENT, INC., a Texas corporation, (the “Developer”) (individually referred to as a “Party” and collectively as the “Parties”).

ARTICLE I DEFINITIONS

The following terms shall have the meanings ascribed to them in this Article I for purposes of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Service and Assessment Plan (as hereinafter defined).

“Actual Cost(s)” means the costs of the Phases #2-4 Major Improvement Projects actually paid or incurred for the design, construction and installation of the Phases #2-4 Major Improvement Projects.

“Administrator” means, initially, Municap, Inc., or any other individual or entity designated by the City to administer the District.

“Annual Service Plan Update” means the annual update to the Service and Assessment Plan conducted by the Administrator pursuant to Section IV of the Service and Assessment Plan.

“Assessed Property” means any property that benefits from the Phases #2-4 Major Improvement Projects within the PID on which Assessments have been imposed as shown in the Assessment Roll, as the Assessment Roll is updated each year by the Annual Service Plan Update. Assessed Property includes Parcels within the PID other than Non-Benefited Property.

“Assessment Fund” means an interest bearing fund by such name created under the Reimbursement Agreement where certain monies from the collection of assessments shall be deposited and used to finance the Phase #2-4 Major Improvement Projects.

“Budgeted Cost(s)” means the costs shown on Exhibit A attached hereto.

“Certification for Payment” means a certificate, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer, Administrator, and City Representative, executed by an engineer, construction manager or other person or entity acceptable to the City, as evidenced by the signature of a City Representative, provided to the City Representative and the Administrator, specifying the amount of work performed and the amount charged for that

PRAIRIE OAKS PHASES #2-4 MAJOR IMPROVEMENTS CFA P. 1

work, including materials and labor costs, presented to the Administrator to request payment from the Project Fund for Phases #2-4 Major Improvement Project Cost(s).

“City Administrator” means the City Administrator of the City, or its designee.

“City Inspector” means an individual employed by or an agent of the City whose job is, in part or in whole, to inspect infrastructure to be owned by the City for compliance with all rules and regulations applicable to the development and the infrastructure inspected.

"City Representative" means City Administrator of the City, or any other official or agent of the City later authorized by the City to undertake the action referenced herein.

“Construction Contracts” means the contracts for the construction of the Phases #2-4 Major Improvement Projects. “Construction Contract” means any one of the Construction Contracts.

“Cost(s)” means the Budgeted Cost(s) or the cost(s) of a Phases #2-4 Major Improvement Project as reflected in a construction contract, if greater.

“Cost Overrun” means, with respect to each Phases #2-4 Major Improvement Project, the Cost(s) or Actual Cost(s) as appropriate of such Phases #2-4 Major Improvement Project in excess the Budgeted Cost(s).

"Cost Underrun" means, with respect to each Phases #2-4 Major Improvement Project, the amount by which the Budgeted Cost(s) exceeds the Actual Cost(s), as appropriate, of such Phases #2-4 Major Improvement Project.

“Developer” means OPLE Prairie Oaks Development, Inc., a Texas corporation.

“Development Agreement” means collectively that certain Development Agreement executed by and between the City and The Rudman Partnership, Ltd., MER Energy, Ltd., and The Rudman Family Trust, effective April 18, 2016.

“District” means the Prairie Oaks Public Improvement District No. 1 created by the City on August 15, 2016.

“Final Completion” means completion of a Phases #2-4 Major Improvement Project (including a section or segment of a Phases #2-4 Major Improvement Project) in compliance with existing City standards for dedication under the City’s ordinances and the Development Agreement.

“Mustang SUD” means Mustang Special Utility District.

“Mustang SUD Inspector” means an individual employed by or an agent of Mustang SUD whose job is, in part or in whole, to inspect infrastructure to be owned by Mustang SUD for


compliance with all rules and regulations applicable to the development and the infrastructure inspected.

“Phases #2-4 Major Improvement Projects” mean, collectively, the Phases #2-4 Major Improvement Projects listed in Exhibit A to be constructed in compliance with City ordinances and Mustang SUD regulations when applicable. An individual Phases #2-4 Major Improvement Project, including a completed segment or part, shall be referred to as a Phases #2-4 Major Improvement Project.

“PID” means the Prairie Oaks Public Improvement District No. 1 created by the City on August 15, 2016.

"PID Act" means the Phases #2-4 Major Improvement Project District Assessment Act, Texas Local Government Code, Chapter 372, Improvement Districts in Municipalities and Counties, Subchapter A, Public Improvement Districts, as amended.

“Plans” means the plans, specifications, schedules and related construction contracts for the Phases #2-4 Major Improvement Projects, respectively, approved pursuant to the applicable standards and ordinances of the City and Mustang SUD when applicable, the Development Agreement, and any other applicable governmental entities.

“Project Fund” means a fund by such name created where certain monies used to finance the Phases #2-4 Major Improvement Projects shall be deposited and shall be used for the payment of Phases #2-4 Major Improvement Project Cost(s) related to the creation of the District and to reimburse the Developer for the design, construction, and installation of public infrastructure. The Phases #2-4 Project Fund shall not be commingled with any other fund for the City.

“Reimbursement Agreement” means the Prairie Oaks Public Improvement District No. 1 Phases #2-4 Major Improvements Reimbursement Agreement dated as of December 19, 2016, by and between the City and the Developer providing for the construction and financing of certain Phases #2-4 Major Improvement Projects by the Developer for which the Developer will later be reimbursed by the City pursuant to the PID Act.

“Service and Assessment Plan” means the Service and Assessment Plan, adopted by the City Council on December 19, 2016, for the purpose of assessing allocated cost(s) against the property located within the boundaries of the PID having terms, provisions and findings approved and agreed to by the Developer and the City, as required by this Agreement and in accordance with the PID Act.

“Substantial Completion” means the time at which the construction of a Phases #2-4 Major Improvement Project (or specified part thereof) has progressed to the point where such Phases #2-4 Major Improvement Project (or a specified part thereof) is sufficiently complete in


accordance with the Construction Contracts related thereto so that such Phases #2-4 Major Improvement Project (or a specified part thereof) can be utilized for the purposes for which it is intended.

“Supplement” means a written document agreed upon by the Parties to this Agreement amending, supplementing or otherwise modifying this Agreement and any exhibit hereto, including any amendments to the list of Phases #2-4 Major Improvement Projects in Exhibit A in a manner consistent with the Service and Assessment Plan, the PID Act, and this Agreement.

ARTICLE II RECITALS

Section 2.01. The District and the Phases #2-4 Major Improvement Projects.

(a) The City has created the District under the PID Act for the financing of the acquisition, construction and installation of the Phases #2-4 Major Improvement Projects.

(b) The Phases #2-4 Major Improvement Projects are eligible to be financed with the collection of assessments from property within the PID to the extent specified in the Service and Assessment Plan and subject to the provisions of the Development Agreement.

(c) The Developer will undertake the construction and installation of the Phases #2-4 Major Improvement Projects for dedication to and acceptance by the City and Mustang SUD, where applicable, in accordance with the terms and conditions contained in the Development Agreement.

Section 2.02. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein.

ARTICLE III FUNDING

Section 3.01. Reimbursements.

(a) The City’s obligation with respect to the payment of the Phases #2-4 Major Improvement Projects shall be limited to the Budgeted Cost(s), and shall be payable solely from amounts on deposit within the Project Fund for the payment of such cost(s) as provided herein and in the Service and Assessment Plan. The Developer agrees and acknowledges that it is responsible for all Cost Overruns, except to the extent as provided for in Section 4.04 below.

(b) The obligation of owners of Assessed Property (as defined in the Service and Assessment


Plan) within the District, including the Developer to the extent it owns any Assessed Property in the District, to pay Assessments is not in any way dependent on the availability of amounts in the Project Fund to pay for all or any portion of the Phases #2-4 Major Improvement Project Cost(s) hereunder.

(c) The Developer acknowledges that any lack of availability of amounts in the Project Fund to pay the Phases #2-4 Major Improvement Project Costs shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for the Phases #2-4 Major Improvement Projects required by this Agreement, the Development Agreement, or any other agreement to which the Developer is a party or any governmental approval to which the Developer or any land within the District is subject.

Section 3.02. Disbursements.

The City and the Developer agree that monies deposited into the Project Fund and upon the presentation of evidence satisfactory to the City Representative, the City will, on a monthly basis, cause the payment for cost(s) incurred in the administration, and operation of the District and cost(s) of Phases #2-4 Major Improvement Projects up to $3,365,000.00 from the Project Fund, subject to the availability of funds in the Project Fund, to the persons entitled to the payment. These payments will be delivered to the Developer or its assignees and the City pursuant to the submission of a Certification for Payment, in accordance with the Development Agreement, this Agreement, and the Reimbursement Agreement, substantially in the form of Exhibit B attached hereto; provided, however, if any bonds have been issued pursuant to Section 3 of the Reimbursement Agreement, all funds in the Assessment Fund shall be distributed and disbursed exclusively as described in Section 3 of the Reimbursement Agreement and this Section 3.02 shall be inapplicable. For the avoidance of doubt, upon the issuance of bonds secured by or that are to be paid, in whole or in part, by funds deposited or to be deposited in the Assessment Fund for the payment of the Phases #2-4 Major Improvement Projects, all such funds will be distributed exclusively to the bond trustee for such bonds as described in Section 3 of the Reimbursement Agreement, and the City agrees that upon such issuance of bonds, funds deposited to the Assessment Fund for the payment of the Phases #2-4 Major Improvement Projects will be dispersed only as described in Section 3 of the Reimbursement Agreement.

Section 3.03. Accounts. All disbursements from the Project Fund shall be made by the City in accordance with provisions of the Development Agreement, the Reimbursement Agreement, and the Service and Assessment Plan. The Assessment Fund will hold the collected Assessments, as described in the Service and Assessment Plan and will serve to finance the costs of the Phase #2-4 Major Improvement Projects. Monies subsequently obtained through the financing of the Phase #2-4 Major Improvement Projects will be deposited into the Project Fund of the Phase #2-4 Major Improvements for the acquisition, installation, or construction of the Phases #2-4 Major Improvement Projects.


ARTICLE IV CONSTRUCTION OF PHASES #2-4 MAJOR IMPROVEMENT PROJECTS

Section 4.01. Duty of Developer to Construct.

(a) All Phases #2-4 Major Improvement Projects shall be constructed by or at the direction of the Developer in accordance with the Plans and in accordance with this Agreement and the Development Agreement. The Developer shall perform all of its obligations and shall conduct all operations with respect to the construction of Phases #2-4 Major Improvement Projects in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Phases #2-4 Major Improvement Projects to be acquired and accepted by the City and Mustang SUD, where applicable, from the Developer as provided in this Agreement.

(b) The Developer shall not be relieved of its obligation to construct each Phases #2-4 Major Improvement Project and, upon completion, inspection, and acceptance, convey each such Phases #2-4 Major Improvement Project to the City and Mustang SUD, where applicable, in accordance with the terms hereof, even if there are insufficient funds in the Project Fund to pay the Actual Cost(s) thereof. In any event, this Agreement shall not affect any obligation of the Developer under any other agreement to which the Developer is a party or any governmental approval to which the Developer or any land within the District is subject, with respect to the Phases #2-4 Major Improvement Projects required in connection with the development of the land within the District.

Section 4.02. No Competitive Bidding. Phases #2-4 Major Improvement Projects shall not require competitive bidding pursuant to Section 252.022(9) of the Texas Local Government Code, as amended.

Section 4.03. Independent Contractor. In performing this Agreement, the Developer is an independent contractor and not the agent or employee of the City or Mustang SUD with respect to the Phases #2-4 Major Improvement Projects.

Section 4.04. Remaining Funds after Completion of a Phases #2-4 Major Improvement Project. Upon the Final Completion of a Phases #2-4 Major Improvement Project (or segment or phase thereof) and payment of all outstanding invoices for such Phases #2-4 Major Improvement Project, if the Actual Cost(s) of such Phases #2-4 Major Improvement Project is less than the Budgeted Cost(s) (a “Cost Underrun”), any remaining Budgeted Cost(s) will be available to pay


Cost Overruns on any other Phases #2-4 Major Improvement Project. The City shall promptly confirm to the Administrator that such remaining amounts are available to pay such Cost Overruns, and the Developer, the Administrator and the City Representative will agree how to use such moneys to secure the payment and performance of the work for other Phases #2-4 Major Improvement Projects. Any Cost Underrun for any Phases #2-4 Major Improvement Project is available to pay Cost Overruns on any other Phases #2-4 Major Improvement Project, and may be added to the amount approved for payment in any Certification for Payment, as agreed to by the Developer, the Administrator, and the City Representative.

Section 4.05. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred to as “change orders”) required for the construction of the Phases #2-4 Major Improvement Projects. The Developer may approve and implement any change orders, even if such change order would increase the Cost of a Phases #2-4 Major Improvement Project, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such change orders, except for amounts available and approved pursuant to Section 4.04.

ARTICLE V ACQUISITION, CONSTRUCTION, AND PAYMENT

Section 5.01. Payment Requests for the Phases #2-4 Major Improvement Projects.

(a) No payment hereunder shall be made from the Project Fund for a Phases #2-4 Major Improvement Project until a Certification for Payment is received from the Developer for work with respect to a Phases #2-4 Major Improvement Project (or the completed segment or phase) and approved for payment by the City. Upon receipt of a Certification for Payment, substantially in the form of Exhibit B hereto (along with all accompanying documentation required by the City) from the Developer, the City Inspector (for City owned project) shall conduct a review in order to confirm that such request is complete, to confirm that the work with respect to such Phases #2-4 Major Improvement Project identified therein for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement and the Development Agreement, and to verify and approve the Actual Cost of such work specified in such Certification for Payment (collectively, the “Developer Compliance Requirements”), and shall as quickly as possible forward the request to the City Representative. The approval of the Certification for Payment by the City Inspector shall constitute a representation by the City Inspector to the City that the requirements of this Agreement have been satisfied with respect to the Phases #2-4 Major Improvement Project identified therein. The City Inspector shall also conduct such review as is required in his discretion to confirm the matters certified in the Certification for Payment. The Developer agrees to cooperate with the City Inspector in conducting each such review and to provide the City Inspector with such additional


information and documentation as is reasonably necessary for the City Inspector to conclude each such review.

(b) Within ten (10) business days of receipt of any Certification for Payment, the City Inspector, when applicable, shall either (i) approve and execute the Certification for Payment and forward the same to the Administrator for payment (from those funds available in the Project Fund), or (ii) in the event the City Inspector disapproves the Certification for Payment, give written notification to the Developer of the City Inspector’s disapproval, in whole or in part, of such Certification for Payment, specifying the reasons for such disapproval and the additional requirements to be satisfied for approval of such Certification for Payment. If a Certification for Payment seeking reimbursement is approved only in part, the City Inspector shall specify the extent to which the Certification for Payment is approved and shall deliver such partially approved Certification for Payment to the Administrator for approval in accordance with Section 5.02 hereof and delivery to the Developer in accordance with Section 5.01(d) hereof, and any such partial work shall be processed for payment under Section 5.02 notwithstanding such partial denial.

(b-1) Upon receipt of a Certification for Payment, substantially in the form of Exhibit B hereto

(along with all accompanying documentation) from the Developer, the Mustang SUD Inspector (for a Mustang SUD owned project) will be requested to conduct a review in order to confirm that such request is complete, to confirm that the work with respect to such Phases #2-4 Major Improvement Project identified therein for which payment is requested was performed with all applicable governmental laws, rules and regulations and applicable Plans and with the terms of this Agreement and the Development Agreement. The Developer will request that upon approval of the Certification for Payment by the Mustang SUD Inspector, the Mustang SUD Inspector forward the same to the Administrator for payment (from those funds available in the Project Fund).

(c) If the City Inspector fails to act with respect to a Certification for Payment within the

time period herein provided, the Developer shall submit the Certification for Payment directly to the City Representative for approval. Within ten (10) business days of receipt of any Certification for Payment, the City Representative shall approve or deny the Certification for Payment, and provide notice to the Administrator and Developer. The approval of the Certification for Payment by the City Representative shall constitute a representation by the City Representative of the Developer’s compliance therein. Upon approval of a Certification for Payment, the Administrator shall make payment in accordance with Section 5.02 hereof.

(d) If the City Representative denies the Certification for Payment, the denial must be in

writing, stating the reason(s) for denial. The denial may be appealed to the City Council


by the Developer in writing within 30 days of being denied by the City Representative. Denial of the Certification for Payment by the City Council shall be attempted to be resolved by half-day mediation between the parties in the event an agreement is not otherwise reached by the parties, with the mediator’s fee being paid by Developer.

(e) The Developer shall deliver the approved or partially approved Certification for Payment

by the City Representative as provided in Section 5.01(c), or approved by the City Council, to the Administrator for payment and the Administrator shall make such payment from the Project Fund in accordance with Section 5.02 below.

Section 5.02. Payment for Phases #2-4 Major Improvement Project.

(a) Upon receipt of a reviewed and approved Certification for Payment, as evidenced by the signature of the City Representative, the Administrator shall make payment from the Project Fund from those funds available, for such approved Certification for Payment pursuant to the terms of the Certification for Payment in an amount not to exceed the Budgeted Cost(s), except as provided for in Section 4.04. Any amount remaining to be paid on a monthly basis after funds have been exhausted in the Project Fund, shall remain as an amount outstanding to be paid, and shall be paid in the next monthly disbursement of funds from the Project Fund, again subject to availability of funds in the Project Fund.

(b) Notwithstanding any other provisions of this Agreement, the Administrator shall make payment directly to the person or entity specified by the Developer (including any entity assigned the rights to these payments made in accordance with the Reimbursement Agreement) in an approved Certification for Payment, including: (1) a general contractor or supplier of materials or services or jointly to Developer (or any permitted assignee of such Developer) and the general contractor or supplier of materials or services, as indicated in an approved Certification for Payment; (2) to the Developer or any assignee of the Developer if an unconditional lien release is attached to such Certification for Payment, and, (3) to the Developer, or to the third party contractor directly, at Developer’s request as specified in the Certification for Payment, in the event the Developer provides a general contractor’s or suppliers of materials unconditional lien release for a portion of the work covered by a Developer or any assignee of the Developer to the extent of such lien release. Neither the Administrator, nor the City, City Council, City Administrator, or City Representative shall have any liability for relying on the accuracy of the payee information in any Certification for Payment as presented by the Developer or its assignees.

(c) Withholding Payments.

Nothing in this Agreement shall be deemed to prohibit the Developer or the City from contesting in good faith the validity or amount of any mechanic’s or materialman’s lien


and/or judgment nor limit the remedies available to the Developer or the City with respect thereto so long as such delay in performance shall not subject the Phases #2-4 Major Improvement Project to foreclosure, forfeiture, or sale.

ARTICLE VI OWNERSHIP AND TRANSFER OF PHASES #2-4 MAJOR IMPROVEMENT

PROJECT

Section 6.01. Phases #2-4 Major Improvement Project to be Owned by the City or Mustang SUD– Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to the Phases #2-4 Major Improvement Projects, including any related rights-of-way, easements, and open spaces if any, to be acquired and accepted by the City from the Developer and not previously dedicated or otherwise conveyed to the City, for review and approval at least 30 calendar days prior to the transfer of title of a Phases #2-4 Major Improvement Project to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment of the City, could materially affect the City’s use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to the Phases #2-4 Major Improvement Project until the Developer has cured such objections to title to the satisfaction of the City.

Section 6.02. Phases #2-4 Major Improvement Project Constructed on City Land or Developer Land. If the Phases #2-4 Major Improvement Project is on land owned by the City, the City hereby grants to the Developer a license to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Phases #2-4 Major Improvement Project. If the Phases #2-4 Major Improvement Project is on land owned by the Developer, the Developer hereby grants to the City a permanent access and maintenance easement to enter upon such land for purposes related to inspection and maintenance of the Phases #2-4 Major Improvement Project. Mustang SUD is granted a permanent access and maintenance easement, where applicable, to enter upon such land for purposes related to inspection and maintenance of the Phases #2-4 Major Improvement Projects, to be owned by Mustang SUD, per the terms of a non-standard agreement. The grant of the permanent easement shall not relieve the Developer of any obligation to grant the City or Mustang SUD title to property and/or easements related to the Phases #2-4 Major Improvement Project as required by the Development Agreement or as should in the City’s reasonable judgment be granted to provide for convenient access to and routine and emergency maintenance of such Phases #2-4 Major Improvement Project. The provisions for inspection and acceptance of such Phases #2-4 Major Improvement Project otherwise provided herein shall apply.

ARTICLE VII


REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 7.01. Representations, Covenants and Warranties of the Developer. The Developer represents and warrants for the benefit of the City as follows:

(a) Organization. The Developer consists of one Texas corporation duly formed, organized and validly existing under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to carry on its business in the State of Texas as now being conducted as hereby contemplated.

(b) Authority. The Developer has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered by the Developer.

(c) Binding Obligation. This Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles.

(d) Compliance with Law. The Developer shall not with knowledge commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Phases #2-4 Major Improvement Projects in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District or the Phases #2-4 Major Improvement Projects.

(e) Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the acquisition or construction of any improvement that are not part of the Phases #2-4 Major Improvement Projects, and (ii) it will diligently follow all procedures set forth in this Agreement with respect to the Certification for Payments.

(f) Financial Records. For a period of two years after completion of the Phases #2-4 Major Improvement Projects, the Developer covenants to maintain proper books of record and account for the construction of the Phases #2-4 Major Improvement Projects and all Costs related thereto. Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection by the City or its agent at any reasonable time during regular business hours on reasonable notice.

(g) Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the City and from any other public entity or public utility from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Phases #2-4 Major Improvement Projects will be


constructed in full compliance with such Plans and any change orders thereto consistent with the PID Act, and the Development Agreement.

(h) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the City Administrator or the City Representative related to the status of construction of the Phases #2-4 Major Improvement Projects within the District and the anticipated completion dates for future Phases #2-4 Major Improvement Projects.

(i) Financial Resources. The Developer represents and warrants that it has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement and the Development Agreement.

Section 7.02. Indemnification and Hold Harmless. The Developer shall indemnify and hold harmless and assume the defense of, any action or proceeding by reason of or resulting from the breach of any provision of this Agreement, the Inspector, the City, officers, employees and agents of the City, and each of them (each an “Indemnified Party”), from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from the breach of any provision of this Agreement by the Developer, the negligent design, engineering and/or construction by the Developer or any architect, engineer or contractor hired by the Developer of any of the Phases #2-4 Major Improvement Projects acquired from the Developer, the Developer’s nonpayment under contracts between the Developer and its consultants, engineers, advisors, contractors, subcontractors and suppliers in the provision of the Phases #2-4 Major Improvement Projects, or any claims of persons employed by the Developer or its agents to construct the Phases #2-4 Major Improvement Projects. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the gross negligence or willful misconduct of any Indemnified Party.

Section 7.03. Use of Monies by City. The City agrees not to take any action or direct the Administrator to take any action to expend, disburse or encumber the monies held in the Assessment Fund or the Project Fund and any monies to be transferred thereto for any purpose other than the purposes permitted by the Service and Assessment Plan including amendments and annual updates. Prior to the acceptance of all Phases #2-4 Major Improvement Projects, the City agrees not to modify or supplement the Service and Assessment Plan without the approval of the Developer if as a result or as a consequence of such modification or supplement (a) the amount of monies that would otherwise have been available under the Project Fund for the Costs of the Phases #2-4 Major Improvement Projects is reduced, delayed or deferred, (b) the obligations or liabilities of the Developer are or may be increased or otherwise adversely affected in any manner, or (c) the rights of the Developer are or may be modified, limited, restricted or otherwise adversely affected in any manner.


Section 7.04. No Reduction of Assessments. The Developer agrees not to take any action or actions to reduce the total amount of such Assessments to be levied as of the effective date of this Agreement.

ARTICLE VIII TERMINATION

This Agreement may be terminated by the mutual, written consent of the City and the Developer, in which event the City may either execute contracts for or perform any remaining work related to the Phases #2-4 Major Improvement Projects not accepted by the City or other appropriate entity and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund, and the Developer shall have no claim or right to any further payments for the Cost(s) of an Phases #2-4 Major Improvement Project hereunder, except as otherwise may be provided in such written consent.

ARTICLE IX MISCELLANEOUS

Section 9.01. Limited Liability of City. The Developer agrees that any and all obligations of the City arising out of or related to this Agreement are special obligations of the City, and the City’s obligations to make any payments hereunder are restricted entirely to the monies, if any, in the Project Fund and from no other source. Neither the City, the Inspector, nor any other City employee or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof.

Section 9.02. Audit. The Inspector or a finance officer of the City shall have the right, during normal business hours and upon the giving of three business days’ prior written notice to a Developer, to review all books and records of the Developer pertaining to Costs and expenses incurred by the Developer only with respect to any of the Phases #2-4 Major Improvement Projects and any bids taken or received for the construction thereof or materials therefor.

Section 9.03. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within twenty-four (24) hours after such transmission) or seventy-two (72) hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

To the City: City Manager Attn: Luke Olson

City of Oak Point, Texas 100 Naylor Road



With a copy to: Brown & Hofmeister, LLP Attn: Jeffrey Moore

740 E. Campbell Rd., Ste. 800 Richardson, Texas 75081 E-mail: [email protected]


Attn: John Dowdall 5305 Village Creek Dr. Plano, Texas 75093 With a copy to: Miklos Law, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: [email protected]

Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party.

The City shall advise the Developer of the name and address of any Inspector who is to receive any notice or other communication pursuant to this Agreement.

Section 9.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent possible.

Section 9.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The obligations, requirements, or covenants to develop the Property in this Agreement may be assigned to any affiliate or related entity of the Developer, or any lien holder on the Property, with notice, but without the prior written consent of the City. The obligations, requirements or covenants to the development of the Property shall not be assigned by Developer to a non-affiliate or non-related entity of the Developer without the prior written consent of the City Administrator of the City, which consent shall not be unreasonably withheld if the assignee demonstrates financial ability to perform. Any receivables due under this Agreement, the Development Agreement, or any reimbursement agreement may be assigned by the Developer without consent of but upon written notice to the City pursuant to Section 9.14 of this Agreement. An Assignee shall be considered a “Party” for the purposes of this Agreement.

Section 9.06. Other Agreements. The obligations of the Developer hereunder shall be

those of a Party hereto and not as an owner of property in the District. Nothing herein shall be construed as affecting the City’s or the Developer’s rights or duties to perform their respective obligations under other agreements, use regulations or subdivision requirements relating to the


development of the lands in the District, including the applicable Construction Contracts and the Development Agreement. To the extent there is a conflict between this Agreement and the Development Agreement, the Development Agreement shall control.

Section 9.07. Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term “force majeure” shall include events or circumstances that are not within the reasonable control of Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care.

Section 9.08. Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party, or the failure by a Party to exercise its rights upon the default of any other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by such other Party with the terms of this Agreement thereafter.

Section 9.09. Merger. No other agreement, statement or promise made by any Party or any employee, officer or agent of any Party with respect to any matters covered hereby that is not in writing and signed by all the Parties to this Agreement shall be binding.

Section 9.10. Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developer any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the City or the Developer shall be for the sole and exclusive benefit of the City and the Developer.

Section 9.11. Amendment. This Agreement may be amended, from time to time in a manner consistent with the PID Act, in writing hereto and executed in counterparts, each of which shall be deemed an original.

Section 9.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 9.13. Effective Date. This Agreement shall become effective upon its execution and delivery, by the Parties hereto. All representations and warranties set forth therein shall be deemed to have been made on the Effective Date.

Section 9.14. Notice of Assignment. Notwithstanding anything to the contrary in this Agreement, the following requirements shall apply in the event that the Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement:


(a) within thirty (30) days after the effective date of any such sale, assignment,

transfer, or other conveyance, the Developer must provide written notice of same to the City;

(b) the notice must describe the extent to which any rights or benefits under this

Agreement have been sold, assigned, transferred, or otherwise conveyed;

(c) the notice must state the name, mailing address, and telephone contact information of the person(s) acquiring any rights or benefits as a result of any such sale, assignment, transfer or other conveyance;

(d) the notice must be signed by a duly authorized person representing the Developer

and a duly authorized representative of the person acquiring any rights or benefits as a result of the sale, assignment, transfer or other conveyance.


IN WITNESS WHEREOF, the parties have executed this Agreement as of this the 19th

day of December, 2016.

CITY: CITY OF OAK POINT, TEXAS Luke Olson, City Manager ATTEST: Amy Bockes, City Secretary APPROVED AS TO FORM: Terrence Welch, City Attorney DEVELOPER:


A-1

Exhibit A

List of Phases #2-4 Major Improvement Projects and Budgeted Costs

A-1

Exhibit B

FORM OF CERTIFICATION FOR PAYMENT

The undersigned is an agent for OPLE PRAIRIE OAKS DEVELOPMENT, INC., a Texas corporation, (the “Developer”) and requests payment from the Project Fund (as defined in the Construction, Funding, and Acquisition Agreement) from the City of Oak Point, Texas (the “City”) in the amount of $__________________ for labor, materials, fees, and/or other general costs related to the construction of certain Phases #2-4 Major Improvement Projects related to the Prairie Oaks Public Improvement District No. 1 (the “Phases #2-4 Major Improvement Projects”). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Construction, Funding, and Acquisition Agreement (the “Phases #2-4 Major Improvement CFA Agreement”).

In connection to the above referenced payment, the Developer represents and warrants to the City as follows:

1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certification for Payment on behalf of the Developer, and is knowledgeable as to the matters set forth herein.

2. The payment requested for the below referenced Phases #2-4 Major Improvement Projects have not been the subject of any prior payment request submitted to the City or, if previously requested, no disbursement was made with respect thereto.

3. The amount listed for the Phases #2-4 Major Improvement Projects below is a true and accurate representation of the costs associated with the creation, acquisition, or construction of said Phases #2-4 Major Improvement Project(s), and such costs are in compliance with the Phases #2-4 Major Improvement CFA Agreement and the Service and Assessment Plan.

4. The Developer is in compliance with the terms and provisions of the Phases #2-4 Major Improvement CFA Agreement, the Development Agreement and the Service and Assessment Plan.

5. All conditions set forth in the Phases #2-4 Major Improvement CFA Agreement, and the Development Agreement for the payment hereby requested have been satisfied.

6. The work with respect to the Phases #2-4 Major Improvement Project(s) referenced below (or its completed segment) has been completed and the City may begin inspection of the Phases #2-4 Major Improvement Project(s).

7. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is

B-1

reasonably necessary for the City to complete said review.

8. As required by Texas Local Government Code, Section 252.051, as amended, the Developer has provided the City with an independent appraisal of any Phases #2-4 Major Improvement Project consisting of any real property, or any interest in real property including easements and rights-of-way and open space if any, to be acquired by the City including specifically monies on deposit in the Project Fund.

Payments requested are as follows:

[Information regarding Payee, amount, and deposit instructions]

Payee / Description of Phases #2-4 Major Improvement Project

Total Cost of Phases #2-4 Major Improvement Project

Budgeted Cost of Phases #2-4 Major Improvement Project

Amount to be paid from the Project Fund

TOTAL

Attached hereto, are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments.

Pursuant to the Phases #2-4 Major Improvement CFA Agreement, after receiving this Certification for Payment, the City is authorized to inspect the Phases #2-4 Major Improvement Project (or completed segment or phase) and confirm that said work has been completed in accordance with all applicable governmental laws, rules, and Plans. Afterwards, the City must then accept or deny this Certification for Payment.

I hereby declare that the above representations and warranties are true and correct.


B-2

APPROVAL OF REQUEST BY CITY

The City is in receipt of the attached Certification for Payment, acknowledges the Certification for Payment, and finds the Certification for Payment to be in order. After reviewing the Certification for Payment, the City approves the Certification for Payment.

CITY OF OAK POINT

By: ____________________

Name: ____________________

Title: ____________________

Date: ___________

B-3

To: Mayor and Council From: Luke Olson, City Manager Re: City Council Meeting – December 19, 2016 Date: December 16, 2016 Agenda Item: Consider and act upon a resolution authorizing the execution of a consent letter relating to the issuance of certain bonds by the Wisconsin Public Finance Authority relating to the Prairie Oaks Public Improvement District. Description of Agenda Item: Chapter 372, Texas Local Government Code, as amended, authorizes the City of Oak Point, Texas, to create public improvement districts within the corporate limits and extraterritorial jurisdiction of the City and on Monday, June 20, 2016 there was a petition presented to the City Council requesting the establishment of Prairie Oaks Public Improvement District No. 1 consisting of approximately 103.528 acres within the extraterritorial jurisdiction of the City. The City Council determined on that date the petition satisfied the requirements and approved Resolution No. 2016-07-017R, ordering a public hearing that was held on Monday, August 15, 2016 to consider the resolution creating the Public Improvement District. After the City Council conducted the public hearing on Monday, August 15, 2016, Resolution No. 2016-08-020R was approved creating the Prairie Oaks Public Improvement District No. 1 and the property within the PID to be developed including a determination of the cost of the public improvements to be constructed and financed for the special benefit of the property, a service plan; an assessment plan; and a proposed assessment roll. A copy of the preliminary SAP is attached to this agenda item. On October 17, 2016 the City Council passed Resolution No. 2016-10-028R calling for a public hearing for November 21, 2016 to consider an ordinance levying assessments against the property located in the Prairie Oaks Public Improvement District No. 1 to pay for the public improvements identified in the Preliminary Property SAP. The City Council opened and then continued, to the December 19th meeting, the public hearing on Monday, November 21, 2016 to consider an ordinance levying assessments against the


property located in the Prairie Oaks Public Improvement District No. 1 to pay for the public improvements identified in the Preliminary Property SAP. The public hearing included testimony concerning the levying of special assessments in the amount of $8,423,559 against the Property to pay for public improvements and supplemental services that will confer a special benefit on the Property. At the same time the City Council approved the ordinance levying such assessments in accordance with Section 372.017 of the Texas Local Government Code. As part of the ordinance, City Council was asked to approve reimbursement agreements as stated in the SAP for Phase 1 and Phases 2-4. This agenda item covers the consent letter for issuance of bonds related to the Prairie Oaks Public Improvement District No.1. the City and the Developer have entered into that certain “Prairie Oaks Public Improvement District No. 1 Phase #1 Improvements Reimbursement Agreement and the Prairie Oaks Public Improvement District No. 1 Phases #2-4 Major Improvements Reimbursement Agreement (the “Reimbursement Agreements”) each dated as of November 21, 2016 for reimbursement of the costs of the Phase #1 Improvements and the costs of the Future Phase(s) Major Improvements to the Developer in the aggregate amount of $10,000,000.

The Public Finance Authority (the “Authority”) is authorized pursuant to the provisions of Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, commonly known as the “Joint Exercise of Powers Law” (the “Act”), and the terms of an Amended and Restated Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated as of September 28, 2010 (the “Joint Exercise Agreement”), to issue revenue bonds in accordance with the Act for the purpose of financing various types of projects within or outside of the State of Wisconsin. The Developer desires to assign, sell, transfer and convey to the Authority, and the Authority desires to purchase all of the Developer’s right to the payment under the Reimbursement Agreements. The Authority has been requested to issue up to $10,000,000 million of Bonds in one or more series (the “Bonds”) to provide part of the financing of the Phase #1 Improvements and the Future Phase(s) 2-4 Major Improvements in the District (the “Project”). Section 66.0304(11)(a) of the Wisconsin Statutes provides that the Authority may not issue bonds to finance a capital improvement project in any state or territory of the United States unless a political subdivision within whose boundaries the project is to be located has approved the financing of the project, and the City desires to provide such approval.

Compliance by the City with Section 66.0304(11)(a) of the of the Wisconsin Statutes does not constitute an endorsement of the Bonds or the Project, or a commitment by the City, or any other governmental body, to provide any other approvals that may be required in connection with the Project, or an undertaking of any responsibility of any kind with respect to the Bonds. The bonds issued will be paid for by the assessments and the consent letter agrees that the City has no responsibility or liability of any kind to the issuance or payment of the bonds.

Budget Impact: N/A Legal Obligations and Review:


The City attorney has viewed and approved the resolution and consent letter. Attached Documents: Resolution Consent Letter Board, Committee and/or Staff Recommendation: City staff recommends that the City Council vote to approve a resolution authorizing the execution of a consent letter relating to the issuance of certain bonds by the Wisconsin Public Finance Authority relating to the Prairie Oaks Public Improvement District.


CERTIFICATE FOR RESOLUTION

THE STATE OF TEXAS §

COUNTY OF DENTON §

CITY OF OAK POINT §

I, the undersigned officer of the City of Oak Point, Texas (the “City”), hereby certifies as

follows:

1. The City Council of the City convened in a regular meeting on December 19, 2016, at the regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and members of the City Council, to wit:

Duane Olson Mayor Keith Palmer Mayor Pro Tem Judith Camp Deputy Mayor Pro Tem Chris Sweet Council Member Donald Lindemann Council Member John Lusk Council Member

and all of such persons were present, except ______________, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, AUTHORIZING THE EXECUTION OF A CONSENT LETTER RELATING TO THE ISSUANCE OF CERTAIN BONDS BY THE WISCONSIN PUBLIC FINANCE AUTHORITY RELATING TO THE PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1; AND CONTAINING OTHER MATTERS RELATED THERETO

(the “Resolution”) was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Resolution be adopted on first reading; and, after due discussion, such motion, carrying with it the adoption of the Resolution, prevailed and carried by the following vote:

AYES: ___ NAYS: ___ ABSTENTIONS: ___

2. That a true, full and correct copy of the Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Resolution has been duly recorded in the City Council’s minutes of such meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the City Council’s minutes of such meeting pertaining to the adoption of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the City Council as indicated therein; that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Resolution would be introduced and considered for

OHSUSA:766048575.1

adoption at such meeting, and each of such officers and members consented, in advance, to the holding of such meeting for such purpose; that such meeting was open to the public as required by law; and that public notice of the date, hour, place and subject of such meeting was given as required by the Open Meetings Law, Chapter 551, Texas Government Code. SIGNED AND SEALED this December 19, 2016.

Amy Bockes, City Secretary CITY OF OAK POINT, TEXAS

(SEAL)

2 OHSUSA:766048575.1

RESOLUTION NO. 2016-12-038R A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, AUTHORIZING THE EXECUTION OF A CONSENT LETTER RELATING TO THE ISSUANCE OF CERTAIN BONDS BY THE WISCONSIN PUBLIC FINANCE AUTHORITY RELATING TO THE PRAIRIE OAKS PUBLIC IMPROVEMENT DISTRICT NO. 1; AND CONTAINING OTHER MATTERS RELATED THERETO

RECITALS

WHEREAS, the City Council of the City of Oak Point, Texas (the “City”) approved Resolution No. 2016-08-020R, on August 15, 2016, authorizing the creation of the Prairie Oaks Public Improvement District No. 1 (the “District”) covering approximately 103.528 acres of land described by metes and bounds in said Resolution (the “District Property”); and


WHEREAS, the District Property is being developed in phases, and special assessments for each phase have been or will be levied against the Assessed Property within such phase to pay the costs of Authorized Improvements that confer a special benefit on the Assessed Property within such phase; and

WHEREAS, Phase #1 Improvements and the Phases #2-4 Major Improvements are to be developed as described in the Prairie Oaks Public Improvement District No. 1 Service and Assessment Plan, dated December 19, 2016, as the same may be amended from time to time (the “SAP”) approved by Ordinance No. 2016-12-427 passed and approved by the City Council on December 19, 2016; and

WHEREAS, the City and OPLE Prairie Oaks Development, Inc. (the “Developer”) have entered into that certain “Prairie Oaks Public Improvement District No. 1 Phase #1 Improvements Reimbursement Agreement and the Prairie Oaks Public Improvement District No. 1 Phases #2-4 Major Improvements Reimbursement Agreement (the “Reimbursement Agreements”) each dated as of December 19, 2016 for reimbursement of the costs of the Phase #1 Improvements and the costs of the Phases #2-4 Major Improvements to the Developer in the aggregate amount of $10,000,000; and

WHEREAS, the Public Finance Authority (the “Authority”) is authorized pursuant to the provisions of Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, commonly known as the “Joint Exercise of Powers Law” (the “Act”), and the terms of an Amended and Restated Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated as of September 28, 2010 (the “Joint Exercise Agreement”), to issue revenue bonds in accordance with the Act for the purpose of financing various types of projects within or outside of the State of Wisconsin; and

OHSUSA:766048575.1

WHEREAS, the Developer desires to assign, sell, transfer and convey to the Authority, and the Authority desires to purchase all of the Developer’s right to the payment under the Reimbursement Agreements;

WHEREAS, the Authority has been requested to issue up to $10,000,000 million of Bonds in one or more series (the “Bonds”) to provide part of the financing of the Phase #1 Improvements and the Phases #2-4 Major Improvements in the District (the “Project”);

WHEREAS, Section 66.0304(11)(a) of the Wisconsin Statutes provides that the Authority may not issue bonds to finance a capital improvement project in any state or territory of the United States unless a political subdivision within whose boundaries the project is to be located has approved the financing of the project, and the City desires to provide such approval; and

WHEREAS, compliance by the City with Section 66.0304(11)(a) of the of the Wisconsin Statutes does not constitute an endorsement of the Bonds or the Project, or a commitment by the City, or any other governmental body, to provide any other approvals that may be required in connection with the Project, or an undertaking of any responsibility of any kind with respect to the Bonds.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, THAT:

Section 1. Recitals Incorporated. The recitals of this Resolution are true and correct, and are incorporated as part of this Resolution for all purposes.

Section 2. Approval Letter. The City Manager and the other appropriate officers of the City are hereby authorized, jointly and severally, to execute and deliver the Approval Letter attached hereto as Exhibit A.

Section 3. Notice. It is hereby found, determined and declared that a sufficient written notice of the date, hour, place and subject to the meeting of the City Council of the City at which this Resolution was adopted was posted at a place convenient and readily accessible at all times to the general public at the regular meeting place of the City for the time required by law preceding this meeting, as required by the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended, and that the meeting has been open to the public as required by law at all times during which this Resolution and the subject matter thereof have been discussed, considered and formally acted upon. The City Council of the City further ratifies, approves and confirms such written notice and the contents and posting thereof.

Section 4. Effective Date. This Resolution shall be in full force and effect from and upon its adoption.

2 OHSUSA:766048575.1

PASSED AND ADOPTED on first and final reading this December 19, 2016.

CITY OF OAK POINT, TEXAS

Duane Olson, Mayor

ATTEST:

Amy Bockes, City Secretary

(SEAL)

OHSUSA:766048575.1

EXHIBIT A

Approval Letter

2 OHSUSA:766048575.1

EXHIBIT A

December 19, 2016 Public Finance Authority 22 E. Mifflin Street, Suite 900 Madison, Wisconsin 53703

Re: Prairie Oaks Public Improvement District No. 1

You have informed me of the following facts:

1. The Public Finance Authority (the “Authority”) is authorized pursuant to the provisions of Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, commonly known as the “Joint Exercise of Powers Law” (the “Act”), and the terms of an Amended and Restated Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated as of September 28, 2010 (the “Joint Exercise Agreement”), to issue revenue bonds in accordance with the Act for the purpose of financing various types of projects within or outside of the State of Wisconsin.

2. The Authority has been requested to issue up to $10,000,000 million of Bonds in one or more series (the “Bonds”) to provide part of the financing for various improvements (the “Project”) in the Prairie Oaks Public Improvement District No. 1 in the City of Oak Point, Texas (the “City”) more particularly described or referred to in the Prairie Oaks Public Improvement District No. 1 Service and Assessment Plan dated December 19, 2016.

3. Section 66.0304(11)(a) of the Act provides: [The Authority] may not issue bonds to finance a capital improvement project in any state or territory of the United States unless a political subdivision within whose boundaries the project is to be located has approved the financing of the project. . . . An approval under this paragraph may be made by the governing body of the political subdivision or . . . by the highest ranking executive or administrator of the political subdivision. 4. Compliance by the City with Section 66.0304(11)(a) of the Act does not

constitute an endorsement of the Bonds or the Project, or a commitment by the City, or any other governmental body, to provide any other approvals that may be required in connection with the Project, or an undertaking of any responsibility of any kind with respect to the Bonds.

I am the highest ranking executive or administrator of the City of Oak Point, Texas,

within whose boundaries the Project is located. In conformity with and solely for purposes of satisfying the requirements of Section 66.0304(11)(a) of the Act, I hereby provide this letter as evidence of approval of the financing by the Authority of the Project in compliance with Section 66.0304(11)(a) of the Act, but in no other way provide any opinion or endorsement with respect to the issuance of the Bonds. This letter shall not be referred to in connection with the marketing

3 OHSUSA:766048575.1

and sale of the Bonds, and the City shall have no responsibility or liability of any kind, direct or indirect, with respect to the terms, sale, issuance, security or payment of the Bonds, which shall be the sole responsibility of the Authority.

Sincerely, Luke Olson, City Manager City of Oak Point, Texas

4 OHSUSA:766048575.1

To: Mayor and City Council From: Luke Olson, City Manager Re: City Council Meeting- December 19, 2016 Date: December 16, 2016 Agenda Item: Conduct a public hearing, consider and act upon amending Appendix A4.000 (Building Related Fees) of Chapter 14 (Zoning Ordinance) of the City of Oak Point’s Code of Ordinances regarding building fees to include certificate of occupancy, park, plan/plat review and new construction building fees and the related. Description of Agenda Item: During the future agenda item section of the August 2016 City Council meeting, Council voted to place a future agenda item reviewing the City of Oak Point’s building permit fees associated with new construction. Also, with the addition of a contract City Planner, the Council wanted to look at plan review fees for new construction and in the process, also look at the certificate of occupancy fees and parks fees. At the November 21 City Council meeting, City Council directed staff to conduct the required public hearings for the amendment to the fee schedule. This item is the second public hearing, the first public hearing was held on December 6 at the Planning & Zoning Commission’s regular meeting. This public hearing fulfills the requirements to conduct two public hearings on the proposed amendments. Some cities base their fees on actual contracted charges plus a percentage or number of inspections. Overall, the most costly permit will be the new construction permit. Oak Point’s fees are approximately $336.00 below the average. The suggested increases are approximately 2.67% above the average based on new residential fees and an increase in the certificate of occupancy. The City has not amended the building fee schedules in more than eight years and the additional costs associated with processing permits has increased. The additional costs include time to process, inspection fees from the third party inspector, staff inspections for culverts and driveways and review of plans for new construction, plats, and culvert/driveway plans. All plans are reviewed by the contract planner, the City inspector, and the civil engineer if required. These fees include adjustments based on increases to the fees charged by the


contracted parties. The number of permits has also increased. In 2014 the City processed 56 new residential building permits and in 2015 the City processed 155 new residential permits which was a 177% increase over 2014. As of November 2016 City staff has processed 172 new residential permits. Certificate of occupancy permits have remained steady with an average of 110 per year. Below are a comparison of cities of similar size for specific permit fees:

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PILO

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INT

CR

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RO

AD

S

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RA

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SUG

GES

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IN

CR

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PER

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F IN

CR

EASE

NEW RES (2,500 SQFT - $187,500)

1,483.75

1,292.00

1,749.63

1,491.72

1,125.00

1,428.42

1,593.75 7.40%

INSPECTION FEE NEW RES

750.00 937.50

1,137.26

890.25

600.00

863.00

850.00 13.33%

SEPTIC 260.00

300.00

400.00

400.00

425.00

357.00

325.00 25.00%

CONTRACTOR REGISTRATION

25.00

85.00

75.00

50.00

50.00

57.00

50.00 100.00%

CULVERT 150.00

165.00

500.00

200.00

400.00

283.00

250.00 67.00%

CERT OF OCCUPANCY

30.00

100.00

20.00

85.00

47.00 50.00 67.00%

Total 2,698.75

2,879.50

3,861.89

3,051.97

2,685.00

3,035.42

3,118.75 15.57%

*Percentage of increase is based on the current fees charged by the City and the proposed fees. A full list of Oak Point’s fees are noted below with the suggested increase noted in red:

RESIDENTAL/COMMERCIAL BUILDING PERMIT FEES

VALUATION FEE BASED ON VALUATION $1.00 to $500.00 $23.00 $30.00 $501.00 to $2,000.00 $23.50 $30.00 for the first $501.00, plus $3.05 $3.50 for each

additional $100.00, or fraction thereof, to and including $2,000.00 $2,001.00 to $25,000.00 $69.25 $75.00 for the first $2,001.00, plus $14.00 $16.00 for

each additional $1,000.00, or fraction thereof, to and including $25,000.00

$25,001.00 to $50,000.00 $391.75 $400.00 for the first $25,001.00, plus $10.10 $12.00 for each additional $1,000.00, or fraction thereof, to and including $50,000.00

$50,001.00 to $100,000.00 $643.75 $700.00 for the first $50,001.00, plus $7.00 $8.00 for each additional $1,000.00, or fraction thereof, to and including $100,000.00

$100,001.00 to $500,000.00 $993.75 $1,025.00 for the first $100,001.00, plus $5.60 $6.50 for each additional $1,000.00 or fraction thereof, to and including $500,000.00

$500.001.00 to $1,000,000.00 $3,233.75 $3,700.00 for the first $500,001.00, plus $4.75 $5.10 for each additional $1,000.00, or faction thereof, to and from


$1,000,000.00 $1,000,000.00 and up $5,608.75 $6,000.00 for the first $1,000,000.00, plus $3.65

$4.25 for each additional $1,000.00 or fraction thereof INSPECTION FEES

New Residential Construction $850.00 $750.00 New Commercial Construction $1,000.00 $750.00 Miscellaneous Inspections $60.00 $40.00 at inspection

SEPTIC FEES Conventional (Lateral) $225.00 $170.00 Professional (Aerobic) $325.00 $260.00 Repairs/Relocation $150.00 $110.00

OVER WEIGHT VEHICLE/TRUCK PERMIT Based on square footage Total square footage x 15% 10%

MISCELLANEOUS FEES

Certificate of Occupancy Permit $50.00 $30.00 Contractor Registration Fee $50.00 $25.00 Culvert/Driveway Permit New Construction Culvert Replacement Upgrade Driveway

$250.00 $150.00 $100.00 $150.00 $100.00 $150.00

Plan Review Fee $250.00 $75.00 Re-inspection Fee $100.00/Inspection $50.00/Inspection Park Development Fee $700/Lot $500.00/Lot

Budget Impact: The increase in fees will vary in revenue based on development agreements in place for park fess, etc., however, an average increase in new residential building fees of $420 will increase revenues by approximately $65,100 based on previous permits issued in 2015 and trends remaining in the range of 155 new residential permits per year. Additionally, increasing the Certificate of Occupancy fee by $20 will increase revenues, on average, $2,200 per year for approximately 110 permits annually. Park dedication fee increased by $200 per lot could net the City an average of $31,000 per year extra based on current building trends** (this will depend on development agreements prior to the approval of the amended fees). Legal Obligations and Review: Public Hearing notice was published in the Little Elm Journal on Friday, November 25, 2016 and on the City’s website. Attached Documents Ordinance amending the Code of Ordinances Chapter 14. Board, Committee and/or Staff Recommendation:


At their meeting on December 6, the Planning & Zoning Commission voted 7-0 to recommend that the City Council approve an amendment to Appendix A4.000 (Building Related Fees) of Chapter 14 (Zoning Ordinance) of the City of Oak Point’s Code of Ordinances related to Certificate of Occupancy, Plan/Plat review, Park, and new construction building fees effective January 1, 2017. City staff concurs with the recommendation and recommends that the Mayor open the public hearing.


CITY OF OAK POINT, TEXAS ORDINANCE NO. 2016-12-428

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS, AMENDING APPENDIX A4.000 (BUILDING RELATED FEES) OF THE CODE OF ORDINANCE; PROVIDING FOR; PROVIDING A REPEALER CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, pursuant to Appendix A of the Code of Ordinances, the City has adopted a

fee schedule (the “Fee Schedule”) whereby various fees (individually, a “Fee” and collectively, the “Fees”) are charged for zoning, subdivision, land development and construction application, permit and inspection services (the “Services”); and

WHEREAS, the City Council of the City of Oak Point, Texas (the “City”) desires to amend building related fees for residential and commercial permits; and

WHEREAS, the Fees established by the Fee Schedule are intended to reimburse the

City for its costs in providing the Services; and

WHEREAS, waiving Fees results in a direct loss of reimbursement and revenue to the City; and

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS:

SECTION 1: That the findings set forth above are incorporated into the body of this

Ordinance as if fully set forth herein.

SECTION 2: Appendix A4.000 (Building Related Fees) of the Code of Ordinances, City of Oak Point, shall be amended to include permit fees as follows:

RESIDENTAL/COMMERCIAL BUILDING PERMIT FEES

VALUATION FEE BASED ON VALUATION $1.00 to $500.00 $30.00 $501.00 to $2,000.00 $30.00 for the first $501.00, plus $3.50 for each additional

$100.00, or fraction thereof, to and including $2,000.00 $2,001.00 to $25,000.00 $75.00 for the first $2,001.00, plus $16.00 for each additional

$1,000.00, or fraction thereof, to and including $25,000.00 $25,001.00 to $50,000.00 $400.00 for the first $25,001.00, plus $12.00 for each additional

$1,000.00, or fraction thereof, to and including $50,000.00 $50,001.00 to $100,000.00 $700.00 for the first $50,001.00, plus $8.00 for each additional

$1,000.00, or fraction thereof, to and including $100,000.00 $100,001.00 to $500,000.00 $1,025.00 for the first $100,001.00, plus $6.50 for each additional

$1,000.00 or fraction thereof, to and including $500,000.00 $500.001.00 to $1,000,000.00 $3,700.00 for the first $500,001.00, plus $5.10 for each additional

$1,000.00, or faction thereof, to and from $1,000,000.00

PAGE 1 APPENDEX A: FEE SCHEDULE AMENDMENT

$1,000,000.00 and up $6,000.00 for the first $1,000,000.00, plus $4.25 for each additional $1,000.00 or fraction thereof

INSPECTION FEES New Residential Construction $850.00 New Commercial Construction $1,000.00 Miscellaneous Inspections $60.00 at inspection

SEPTIC FEES Conventional (Lateral) $225.00 Professional (Aerobic) $325.00 Repairs/Relocation $150.00

OVER WEIGHT VEHICLE/TRUCK PERMIT Based on square footage Total square footage x 15%

MISCELANNEOUS FEES

Certificate of Occupancy Permit $50.00 Contractor Registration Fee $50.00 Culvert/Driveway Permit New Construction Culvert Replacement Upgrade Driveway

$250.00 $100.00 $100.00

Plan Review Fee $250.00 Re-inspection Fee $100.00/Inspection Park Development Fee $700/Lot

SECTION 4: Any provision of any prior ordinance of the City whether codified or uncodified, which are in conflict with any provision of this Ordinance, are hereby repealed to the extent of the conflict, but all other provisions of the ordinances of the City whether codified or uncodified, which are not in conflict with the provisions of this Ordinance, shall remain in full force and effect.

SECTION 5: It is hereby declared to be the intention of the City Council that if any phrase, clause, sentence, paragraph, or section of this Ordinance is declared unconstitutional or invalid by judgment or decree of a Court of competent jurisdiction, then such unconstitutionality or invalidity shall not affect any other remaining phrase, clause, sentence, paragraph or section of this Ordinance; and the City Council hereby declares it would have passed the remaining portions even though it had known the affected parts would be held unconstitutional or invalid.

SECTION 6: This Ordinance shall become effective January 1, 2017 and after its adoption and publication as required by law. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF OAK POINT, TEXAS ON THIS THE 19TH DAY OF DECEMBER, 2016. Duane Olson, Mayor City of Oak Point, Texas


ATTEST: Amy Bockes, City Secretary City of Oak Point, Texas
