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Home My WebLink AboutRES 111114-J - Agmt MUD 29 Zamin/ChapmanIII A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS APPROVING A CONSENT AGREEMENT FOR A MUNICIPAL UTILITY DISTRICT (MUD) BETWEEN THE CITY AND ZAMIN, LP AND DENNIS L. CHAPMAN WHEREAS, the City, Owner and Developer desire to enter into a Consent Agreement to for a M.U.D. to identify the rights and responsibilities of the parties in regards to development of the Land and construction of the Public Improvements. --*-w NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL • THE CITY GEORGETOWN, TEXAS THAT: SECTION 1: The City Council hereby finds that the statements set forth in the preamble of this Resolution are true and correct, and the recitals are hereby incorporated by reference herein and shall have the same force and effect as if set forth in this Section. SECTION 2: The City Council hereby approves the Consent Agreement relating to the Land in substantially the form attached hereto as Attachment I and authorizes the Mayor or the Mayor Pro Tem to execute such agreement on behalf of the City of Georgetown, Texas. SECTION 3. The City Manager, City Attorney, and City Secretary are hereby authorized, empowered, and directed to do and perform all such acts as may be necessary to execute, acknowledge, and deliver in the name of and on behalf of the City of Georgetown, Texas, a Consent Agreement substantially in the form attached hereto as Attachment 1. SECTION 4: It is hereby officially found and determined that the meeting at which this Resolution was considered was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by the Texas Open Meetings Act, Chapter 551, Texas Government Code. SECTION 5: The Mayor is hereby authorized to sign this Resolution and the City Secretary is authorized to attest. This Resolution shall become immediately upon its passage and shall prevail over conflicting provisions in prior Resolutions or City Council actions, if any. RESOLVED this I I —dayof 201LJ Resolution No. I I I 111 —0 I page 1 of 2 Crescent Bluff MUD Consent Agreement Dale Ross, Mayor Jess a Brettle, ity Secretary V"�nx LIA� Bridget Chap6n, 6it'y Attorney Resolution No. I I t i[ H --T page 2 of 2 I 1211 U111more.11 CONSENT AGREEMENT BYANI-YRETWEEN: THE Cl-fY 01"G EORG E TOWN, TEXAS AND ZANIIN, L.P., AND WILLLAMS ii' COUNTY MUNICIPAL UTILITY ims*rRICT No. 30 DATE: NOVEMBER 11, 2014 ILITN[[ROD[J ^^'^^^~............. ^^^^^-'`^^'----'^^^-`...... ^`^'-^^^'^—^^~—_^`'^'-�~ ARTICLE�~�' \A [Il��2��~___.~.--^'.^^.._.,_.__',~_~,..,,_._,^=,,^,,^._._^^,,,,_,__,,,,,.__ ' �� {��&��l��...,',...,_,^,.~-_,_,_'~-^_,,,._,._^,____.~ AWFIC=~ _`__ lQ ` oI ��-- �� -~--^`—^^^~- ��*"°~ `~�~---- ^10 �0 3,02 Execution of the Strategic Partnet 3 Excel, tion of Ct,) u seat to the Pa rtial Ass ignul ent of Receiva bit's Agree m en 1. --10 �03 J04 s Board.. 3mz Limit ' � 3306 Effeet of Failure toTitnelYEAccute 'and Return Doculllents� � -`-` Withdrawal �� »�* ~�m�� 4��*imm�f�me ^,-_^^_^^'~-~1�� °'~ ~-- ^ �J)� ~ ]� '----'^^^,'' �_ .~_~_._-l3 ' ^^~ ` f~°�~-° �- ]Ll ^^~ — 14 �|�~ "°=°~" ''^^^--^-~'-^----'—~^---~—~-''—^~^—^^—^^-^ ~ .".._,]4 ~`~ ' � l� ��mm¢r��¢��*��:m�mxf��x��u��ws...,-._....~...-,-^~~,_.-^,.. ~ l4 6.07 . ?8 7.03 Open Space, Parkland, Internal Traits and Other Recreational Facilities . ....... 3 3 9.03 Transfer of Ownership, Op. and Maintenance for Public Infrastructure....... .... 3 4 U l]J33 11-04 Police, Fire and EATS ... _-,....... ~.... ..-......... ^~.... ... ".............. ,........ .4Z 1\�5 '^~^~-'~^—^^'`'~~-'-^^°^~-'^^-^`^---'~---^'---~42 '~� 11.06 ' ......................................... ._.-...... ........... ....... .................... ... .,*42 ^/,0/ Services Outside the District.-.......... ^'.^~_-...... _-..... .......... .__~~.... `~ —^ ANNEXATION.... ........... ....................................... .......... 47 ARUCLEXIl/ REPORTING ._.-.~__...._..,_.—....__.___.__._.__—.�—._—../@4 14.01 District Information to be Provided to the Ciq,, ---- .......... ..................... ..... 44 14.02 Financial Dormancy Arridavit, Financial Report or Audit. -- ... ...... .... 45 15.04 Co '__^`~^ -,',^-_-~-~^~~.^^^~~~^^^~`^^..`~"^^'~--`~--"`'~_^^-~^'~`'4V 15,05 Limitations on ^^^-~~—~'.......... —`^-~~--`.......... ... 48 Consent Agreement 1,VilliamsouCounty kTUD 30 CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIA-MSON § "]"his Consent Agreenient ("A% ,reernent") is betiveen the City of Georgetown, Texas (the a home -nate city located in Wittiainson Counqr, Texas, and ZAMIN, L.P., a Texas limited partnership, 6002 Camp Bullis Rd., San Antonio, TX 778257 (the "Qwner"). Upon final creation of Williamson County Municipal Utility District No. 30, a municipal utility district to be created pursuant to Articto XVI, Section 59 of the Texas Constitution and Lmder Chapter,,, 49 and 54 of the Texas Water Code (the "District"), the District shall j( -An in this Agreement and be bound by its provisions. AfVfICLE I INTRODUCTION 1.01 Owner is, the owner of, or has a contract to purchase, that certain real property described by metes and bounds on Exhibil, A and shown by sketel-t on Exhibit Bs4sting of approximately 284 acres of land, nnore or less (the "Land"). 'T'he Land , con, lies entirefy within the City's extraterritorial jurisdiction ("F "j. 1.02 Section 42.042 of the Texas Locat Goveriu-nent Code and Section 54.016 of the Texas Water Code respire the City's written consent to create a as Lmicipal utility district within a City's ETJ, Section 13.10 of the City's Unified Development Code ("'jjQLQL") sets forth the City's reqUiremenLs for requests to create a special district, 1.03 ) On, July 3, 2014, Owner filed wiLli the City Secretary's office a petition teqnesting the consent of the City. to the ci.-eatioii of a municipal utility district on the Land (the "Creation Petition"). 1.04 On October 28, 2014 the City Council adopted Resolution No. (the "Consent Resolution") consenting to the creation of the District on the Land, 1.05 This Agreement requires, arnong other things, that a Strategic Partnersl-dp Agreement as aothorized by Section 1-1,07751 of the Texas Local Goveinment Code be entered into by the District and the City. Consent Agreement with"miorl County MUD 30 Page I Fitial I 1!ii2014 1 .06 Owner and the City intend that the PLLrpose of this Agreement is to set out the Mutually agreeable terms mid conditions relating to the creation and operation of the Distr-ict and development of the Land, consistent with the Consent Resolution, and that this Agreement and. the Strategic Partnersl-dp AgreenLent are essentiat elements of the granth-ig of the City's consent to creation of the District. NOW THEREFORE, for and in consideration, Of the TI -111 tLW I agreements, covenants, ru.1d conditions hereinafter set forth, the Parties contract as follows. ARTICLE 11 DETINIVONS 2.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the follo-a-wing terms and phrases used in this Agreement shall have the meanings set out below: (a) Agre2enignu means this Consent Airreement between the City of 0 Georgetown, Texas, the OA4?ner and, upon its creation, the District, pertaining to creation of the District on the Land. (b) tkssignee: n -leans a successor to 0,vner, as permitted under Secttort 15.02(d) of this Agreement, (c) Bond: means (1) any instrurnent, including a bond, note, certificate of participation, or other instrument evidencing a proportionate interest in payments, due to be paid by the District, or (2) any other type of obligation that (a) is issued or incurred by the District under the District's borrovving power, without regard to whether it is subje�.ct to annual appropriaLiorLs, and (b) is represented by an instrument issued in bearer or registered forn'y or is not represented by an instrurrient but the transfer of which i' registered on books maintained for that purpose by or On behalf of the District. The term shall include obligations issued to re ft.ind outstanding Bonds, but shall not it reimbursement agreements entered into between the District and an Owner of the Land or bond anticipation notes. (d) Bond Limit Amount: means the maximum amount of Bonds, excluding refunding Bonds, Nvl-dch may be issued by the District pursuant to Secdon 4.04 of this Agreement. Consent Agrmniejit Williamson County MUD 30 Pore 2 H1111 I U^Mlk (e) lar idg ,e Payment, shall have the meardn- set forth in Sectioni,04 of this Ag green -tent. (1) City: means the City of Georgetown, Texas, 11 home rule city located in WilticrMSOIA COLITIty, 1'exas. (g) Qty � r the City. ,AtjQrney: means the City Attorney to (h) City Council: means the City Council of the City. (i) City Manager: means the City Mm�ager of the City, (j) City Objection: means an objection by the City to a Bond isSUe as defined h -L Section 4.10 of this Agreement. (k) City Secretary: means the City Secretary of the City. (;l) Coantaletin fart . means the person or entity (including the City) that constructs and causes completion wad accelAance by the Cit�y of Phase C-2 of the SSGI (hej.ein define() or Phase D of the SSGI (hereiri. def ined),cis applicable. (m) Consent Reso[utiom means Resolution No. adopted by the City Council on, and dated to be effective on November 11, 2014. (n) Creation Petition: means the petition submitted by Owner to the City Secretary requesting the City's consent to the creation of the District and develop ment,of the Land. (o) District Creation Date: means the date that the TCEQ issues c1n, order creating the District or the effective date of any legislation passed by the Texas Legislature creating the District. (p) District: means Williamson County Munidpat Utility District No, 30, (q) District's Board: nieans the Board of Directors of the District. (r) Effective Date: means the date that the City Council grants its approval of this Agreement at regular or special meeting held hi accordance,w4tfi Chapter 551 of the texas Goverrm-tent Code Coiisent A( greement willianisoh County MUD 30 Page 3 L� Final I lIP-v'2014 (s) ETT: means the extraterritorial jurisdictitz)n of the City as determined under Chapter 43 of the Texas Local Government Code, as amended. (t) Finance Director: means the City's Director of Finance. (LI) Finance Plan: rile',ins the Fi-nancePlan attached hereto as.Exhibit C. (v) Financial Advisor: means the Ciqr's Firtaricial Advisor. (NV,' Govertling, Reg gulations: means, collectively, the following laws, regulations and documents: pertaining todevotopment of the Land: this Agreement; (2.) The Land Plan attached as Exhibit Q and the Parldand, Open Space, and Trails Plan attached as L`xhibil G, as the same may amended fron-L time to time in accordance with Section 6.02 of this Agreement, which plans are consistent with the City's Comprehensive Plan and considered to be development plans as provided for in Section 212.172 of the Texas Local Government Code, (3) the C4y's UDC (herein defined), as modified by the Land Development Standarils attaciced as Lnhlb—itE; (4) the Ciq,'s Development Manual (including, without limitation, the fee schedule), including any amendments that mail be approved from th-ne to time by the City, (5) the City's Constructioti, Specifications and Standards Manual, inc+uding any amendments thatrnay be approved from time to time by the City; and including the Sail Gabriel liver "Trail Design Standards, attached hereto as Exhibit F; (6) the City's Drainage Criteria Manual, including any amendments that may be approved from, time to time by the City; Consent Agreement Williamson CounLy 1\4UD 30 Page 4 Final 11&2014 (7) the Ci�ys 'fraffic Cahning Standards, including any amendmenLs that may be approved from Lime to Lime by the City, (8) final plats for portions of the Land that are approved, from three to time, by the City in accordwice vdtl-L this Agreement and the UDC; c () ordinances that the City is required to adopt from time to time by state or federal law, including amendments that may be adopted from time to time by the Cit -y; (10) all national and international resiclontiat and commercial building codes adopted by the City, (e.g., electric codes, building codes, plumbing codes, mechanical codes, energy conservatimi codes and fire codes), includi.rig changes and local amendments thereto that may be adopted from thne to tinie by the City. (,x) Interlocal Agreenients: agreements betiveen or Baa iong the District and other governn-Lental entities aad with the CILV for purposes permitted by the fnterlocal Cooperation Act, Chapter 791, GovernrnenL Code, Section 552,014 of the Texas Local, Government Codel, and this Agreement. (y) Land Development Standards: means the development standards applicable to the Land as set forth in the attached Exhibit E (z) Land: means 1,06 acres of land out of the Isaac Donagan Survey, Abstract No. 1.78, situated, in Will amson County, Texas, being a portion of that certain 192.314 acre tract of land conveyed to Laredo W.O,, Ltd. by deed of record in Document No- 2007014289 of the Official Public Records of Williamson County Texas (the "Za-min Tract"); plus approximatety 178 acres of land Out Of the Isaac Donagart Survey, Abstract No. 179 situated in Williamson County, Texas, being three parcels of Dennis L. Chapman, Jr., et. ux, part of the tract called 73.74 acres as described in Document No. 9545414; and all of the 0.02 acre parcel, described in Document No. 964181.3, and all, of the property called 104.195 acres described in Document No. 2001030778, and 10.0 acres of the Isaac Donagan Survey, Consent Agreetncmt Williamson Cowit8f NTUD 30 Page _5 HInal I 1 14 Abstract No. 178, part of the tract called 73.7-1 acres as described in a deed to Dennis L. Chapman, Jr., et. ux, as filed in Document No. 954,5414 of the Official Public Records of Williamson County, Texas (collectively, the "'Chapman Tract"), Together, the Zamin Tract and the C-bapman 'Fract comprise, the "Land," and consist of approximately 284 acres of land, more or less, located in the City's FTf, both the 'amain "I"ract and the Chapmart Tracts being described by metes and bounds on Exhibit A and shown by sketch on Exhtibit B. (aa) Land Plan; means the plan attached hereto as Exhibit D, (bb) Laredo WO Aai�g ent: means that certain "Amended and Restated Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision)" by and between the City and Laredo WO, Ltd., a Texas limited partnership, recorded as Document No. 2012027844 in the Official Records of Williamson CounLy,Texas. (cc) Notice: mearts notice as described h -L Section 16.01 c.)f this Agreement. (dd) Off -Site Public Irdrastructure: means Phase C-2 of the SSGI (if required to be constrLicted by Owner or the District), portions of Phase D of the SSGI (depending on. alignment), andall other Public Infrastructure located outside the boundaries of the I.,and and necessary to serve the Land h -i accordance with flic, Land Plan and the Governing Regulations. (ec) Qn-Site Public Infrastructure; mearts portions of Phase D of the SSGI (depending ort alignment) and all other Public InfrastrLicture located within the boundaries of the Land and necessary to serve the Land in accordance i�vith the Land Plan and the Goven-ling Regulations. (t "t Owner: ZAMINI, L.P., a Texas limited partnership, and/or its successors or Assignees as permitted by this Agreement. Conseat Agreement Williamson Countv NIUD 30 Page 6 F ihal I I,"V2014 Parties: reams, collectively, the City, the Owner, and the District, c -n-td their successors and As4gnees as permitted by this Agreement, (h,h) Party: means, individMllly, the City, the Owner, or the [)istrict, arld their successors and Assignees as permitted by this Agreemerit. (ii) Phase Q Completion Date: means the date wfien construction of Phase D of the SSGI is needed to be completed in order to provide wastewater service to the Chapman Tract, as determined by the Cih, in, its sole discretion after reviewing infrastructure constrLICLiOn. plans for arty part of the Chapman Tract, but in no event prior. to November 1, 2017 unless Owner agrees. Cti) Phase D Conijriencernent Date: moans the date when construction on Phase D of the SSGI commences (i.e., all required. permits and approvals have, been obtained,, I constxudion contract has been fully executed, the notice to proceed has been issued to the contractor, and iTuiterials and equipment have been delivered to the site). Phase Q Fiscal Scy rrrit� : shall have the meaning set forth in Section 10,03 of this Agreement. (11) Phase C-2 of the SSGIpans tiro segment of the SSGI (hereii defined) to be constructed ursucint to the 1,aredo WO Agreement, or by 0-a,Nuier or the District and consisting of a thirty inch (30") dianioter pipeline extending from, the ternflnus of Ph, -ISO C-1 of the SSGI and continuing westr-\-,ard generally along the South Sim Gabriel River to the westernmost boundary line of the,- Laredo WO Tract (shoovii onExLribif H . (mni) Phase D of the SSGI means, the segment of the SSG[ (herein defiried) to be constructed by Owner or the District and consisting of a Lwenty four inch, (24") diatrieter pipeline extending from, the terininus, of Phase C-2 of the SSGI (a point which tile Parties agree is not on the Land) and. continuing westward generally parallel to the South San Gabriel River to a point on (or directly across the South Sara Gabriel river from) the westernmost boundary line of that portion of the Land defined herein as the Chapraw-i Tract, the Consent AgTeCirnellt Williamson County N41LD O Page 7 h1 a3 I I liizON location of which is very generally depicted by diagram in the attached Exhilfif 11, but the actual location of which will be determined during tl-te design phase. ?7 (iin) Planning_ Director: means the City's Director of Planning mid Developtnent. (oo) Public Infrastructure: means and includes, Phase C-2 of the S,'--,Gl (if required to be constiucted by Owner or District), Phase, D of the SS I, the South San Gabriel Trail trnprovernents, and all other water, wastewater, drainage, water quatity, parks and recrezition, and roadway improvements acquired, installed or constructed to serve the Land, in.cludincy both the On -Site Public Infrastructure and the Off -Site Public InfrastruCtUre. (pp) Service Contract,, nieans any contract -with the District for goods or services, but specifically excluding professional service contracts and contracts for design, permitting and construction of the Public Infrastructure. (el l) Souffi San Gabriel Interce-otor ("S'SCID: means the w,,,istewater gravity y collection main constructed in various phases (Le., segments) and haNji-ta various diameters beginning at its inception at the Wolf Ratich Lift Station west of TH-35 S and ending at the wosternmost boundary of the City's wastewater service area, Phases C-1, C-2 and D of which are encs ll shown on x E oe I idNI H (rr) South San Gabriel Treiit Imp —ayep�tents: means the following iniprovements as set forth below and described in more detail iTI Article VII of this Agreement* (i) A hventy -five (2 +) foot wide public access easement for a hike and bike trail along the north side of the South San Gabriel River extending from the westernmost boundary of that portion of the Land referred to herein as the "Ch apnian, Tract" to the easterranosL boundary of the Chapman Tract in L the location acceptable to tt-Le City (the "River Trail Easeinent"), Consent Agreement Williamson County MUD 30 Page 8 Finat 1 U512014 (2) A ten (10) foot wide concrete public hike and bike trail to be constructed by Owner or the District within the River Trail Easement in conformance with the specilications attached hereto as Eta' ihit F (the "R.-iver Trail"); (3) A fourteen (14) -space concrete or asphalt public parking lot, including two (2) disableA parting spaces, to be constructed by Owner or the 'District in the general location shown on Exhibit G and, also meeting the applicaI)le standards in the Governing Regulations (the "River Trail ii i ); and (4) A six (6) foot wide public access trail connecting each final platted section of Land to the River Trail Parking Lot and thence to the River Trail, to be constructed by Owner or the District in the general location shown on Exhibit M (tl-te "River I 'rail Access Trail"). (ss) Strategic Partnerstiip Ag ltl�ate c a e, ; A I , Leement: means the ,- - -,gi P rtn - r, I ip Agreement attached hereto as Exhilfit f pursuant to which, the City shall have the right to annex the Land for the sole and limited purpose of allowing the City to impose sales and use taxes wid-tin the boundaries of the District pursaiant to Section 43.0751. of the Texas Local Government Code; provided that any such limited purpose annexation is not intended to create a "limited district" as that term is defined in Section 43.07-51(a)(2) of the Texas Local Government Code, and v,,1-dd-t agreement is an essential -element of the granting of the Ci ty's consent to creation of the District. (tt) Structure: means a permanent structiire as such term may be defined, from time to time, by the GtNt, but in any event, including every structure designed or intended for human occupancy and every accessory structure intended for human occupwicy. (Liu) TCEQ: means the Texas Commission on Ertvrironmcantat Quality, or its successor agency. (vv) UDC: i-neans the City's Unified Development Code effective as of June, 1, 2014, Utility Director: means the. Citys Director of Utilities. Consent Agreement Williamson County 'AIJD 30 Page 9 Fin"If 11,'5 20i4 (xx,) Wastewater Impact Fee Credit: means a wasLeivater impact fee credit in the aniounL of TWO HUNDP\F-D Fovy TWO U.S. DOLLARS (5242.00) for each wastewater connection made withiri the Land (but not to exceed the actual cost of the design, permitfing and construction of Phase C-2 of the SGI), wd-Lid-L credit is applicable if Owner or the District constructs Phase C-2 of the SSGI, as more particularly set forth in Section 10.02(b)(3) of this Agreement. ARTICLE ITI EXECUTION OF AGREEMENTS 3.Ot Execution of this Agreement. At its organizational nieeting, the District"s Board must approve this Agreement, cause this Agreement to be signed by a duly authorized representative of the District's Board, and return a fully executed, certified copy of this Agreement to the City Attorney within thirty (30) days after the date of the organizational meeting of the District's Board. 3.02 Execution of the Strategic Partnership Agreement, At its organizational meeting, the District's Board must approve the Strategic Partnership Agreement attached hereto as Exhilfit I cause the Strategic: Parti-ters1iip Agreement to be signed by a duly authorized representative of the District's Board, and return a fully executed, certified copy of the Strategic Parti)ershtip Agreement to the City Attorney Nk4thin thirty (30) days after the date of the organizational meeting of the Dis-trict's Board. 3.03 Execution of Consent to the Partial Assigriment of Receivables Agreement. At its organizationat meeting, the District's Board must consent to the Partial Assignment of Receivables Agreement attached hereto as Exhilfit K cause fhe Partial, Assignment of Receivables Agreement to be signed by a duly authorized representative of the District's Board, and. return a fulty executed, certified cop- y of the Partial Assignment of Receivables Agreement to the City AtLorne w y thii, (30) ithin days after the date of the organizational meeting of the District's Board, 3,04, Organizational Meeting of the District's Board, The organizational meeting of the District's Board must be field within, one huridred and eighty (180) days after the District's Creation Date. 3.05 Limit on Authority. Prior to the time that this Agreoment and the Strategic Partnership Agreement are all executed by the District, and the time that the Consent Agreement Williamson County MUD 30 Page 10 Partial Assignment, of Receivables Agreement is executed by Owner, and all are returned to the City Attornev, the District shall nail issue Bonds or enter into developer rein-ibursement agreements (unless such developer reimbursement agreements provide that they are only effective if, and when, the foregoing document,,; have been executed and delivered to the City Attorney) and shalt be prohibited from taking any affirmative act to do so. If the District or. Owner fail to approve, execute, and deli'Ver to the Cit this Agreement, the Strategic Partnership Agreen-Lent, or the Citi C� Partial Assignment of Receivables Agreement within the time frames required by Article IH of this Agreement, and such failure is not cured within fourteen (14) days after Notice from the City to Owner and the District, such failure shall constitute a material breach of this Agreement by Owner and shall operate to prohibit the District from taking any affirmative act to issue Bonds or executing developer reimbursement agreements until the failure has been cured. 1.06 Effect of Failure to Timely Execute anti Return Documents. NotwitHstanding anything in the Consent Resolution, this Agreement or the Strategic Partnership Agreement to the contrary, upon, the provision by City to Owner of Notice, the City may elect to terminate this Agreement and/or the Strategic PartnershipAgreement and those agreements shalt be void and have tic) further force or effect if this Agreement and the Strategic Partnership Agreement are not executed by Owner within fourteen (14) days after the City Council has approved same and delivered three (3) executable originals to, the Owner, or by the District within the timeframes required by this Agreement, and returned to the Citi, Attorney. The effectiveness of all reimbursement agreement-,; executed by the District and land development agreements executed by Owner or the District shall. be expressly conditioned upon approval and execution by the DistricCs Board of this Agreement', the Partial Assignment of Receivables, and the Strategic Partnership Agreement. 3,07 Withdrawal of Consent. (,a) The City's consent to the Creation of the District shall, be deemed withdraw n and this Agreement shall be void rand have no force or effect if: (1) 0\,Nner has not acquired fee simple title to that portion of the Land defined herein as the "Chapmari Tract" on or before December 31, 2014; or (2) Owner fails to post and maintain the Phase D Fiscal SecuriLy when and as required by Section -10.03 of this Agreement; or Consent Agreement Williarnson County MUD 30 Page 11 Final 1 b.5/2014 (3) Owner fails to pay the Bridge Payment when and as requ irecl by Section,5,04 of this Agreen-iont; or (4) Owner fails to convey the easements for -Phase D of the SSG] to the City when and as requixed by Section 6.05(b) of this Agreement; or (5) TC EQ or Legislative creation of the District is not effective within twenty-four (24) months after the Effective Date; or (Cr) Owner fails to commence actual construction of the Public Infrastructure v0thin three (3) years after the Effective Date. (b) The City's consent to the creation of the, District shall be deemed withdrawn and the District shalt be dissolved if: (1) 0,vvner or District fails to post and maintain the Phase D Fiscal Security when and. as required by Section 10.03 of this Agreement; or (2) Owner fails to pay the Bridge Payinent wl,-wn and as, I required by Section 3.04 of this Agreement or (3) 0,.,vi-Ler fails, to convey the easements for Phase D of the SSGI to the City when cmd as required by Section 6.05(b) of this Agreerrient; or (4) The District has not held a confirmation election within two (2) years after the Effective Date; or (5) Owner fails Lo commence actual construction of the Public InfrastTuctuxe within three (3) years after the Fffective Date; or (6) The District has been inactive for a period of five (5) consecutive years and has no outstanding bonded indebtedness. (c) If an event described in SectiorLs 3,07(a) occurs, the intent of the Parties is that the District is not to be created and Owner hereby agrees that all applications or other documents pertaining to 0 Consent Agreement Williiims(,-in County MUD 30 Page 12 Final 1 creation of the District or issuance of Bonds submitted to the TCEQ), the Attorney General,, or the state legislature shall be withdravvil, no District confirmation election shall be called or hold, and Owner shall forbear from executing any documents or instruments or taking any other actions enabling the creation, oi- confirmation of the creation, of the District. If an event described in Section 3,07(b) occurs, the intent of the Parties is that the District is to be immediately dissolved, and, Owner and District hereby agree to promptly execute and deliver all documents and instruments and take all reasonable actions as may be necessary or appropriate cause the dissolution of the District to occur as soon as possible. Neither Owner nor District shall contest or appeal TCEQ proceedings or decisions to dissolve the District. Further, if any event described in either Section 3.07(a) or Section. 3.07(b) occurs, District and Owner expressly and irrevocably waive any claims against the City for repayment of costs and expenses would otherwise be eligible to be reimbursed to Owner by District pursuant Lo the rules and regulations of the TCFQ or other applicable taw. ,0 Required Submittals to the City Prior to Creation of the District, Concurrently with the submission of they District creation application to the TCEQ' Owner agrees to submit to the City a copy of 11tedraft application and all supporting documents, including (without limitation) evidence that the land to be included in the District is coterminous with the boundaries of the Land :and, is in the City's ETI, and a financial statement of Owner as required by TCL"EQ rales. The CiLi, shall have ten (10) business days to review the draft application and provide ccvnimorLts to Owner.. 3.09 No Incorporation; No Other Special Districts. In furtherance of the purposes of this Agreement, the District and the Owner, on behalf of themselvesanti their respective successors and Assignees, covenant and agree that, except upon written consent of the City Cow-Ldt, neither the District nor the Owner shall: (1) initiate, seek or support any effort to incorporate the, Land or any part thereof; or (2) sign, join in, associate with, or direct to be signed any petitionL seeking to incorporate the Land or seeking to include the Land within the boundaries of any other -special district, governniental assessment jurisdiction, other mWilcipalfty, or any other incorporated govermnental entity other than the City. Consent Agreement Williamson Countv MUD 30 Page 1.3 Final I W:20 3.10 Limit on Exercise of Eminent Domain To wens, The District shall not be -)f eminent dram ail to u re -1 authorized to exercise the power k . acq i any interest in property that, is located outside the borindaries of the District except (i) when necessary to construct Off -Site Public IrtfrastructLire; or (ii) when such power is exercised witl-L tl-Le express prior writteTi consent of the City Council. 3.11 Interlocal Agreements. Subject to Section 3.12 of this Agreement, the District is authorized to enter into Interlocal Agreements with the City for purposes permitted by the Interlocal Cooperation Act, Chapter 791, Go err Code; and Section 552.014 of the Texas Local Governnient Code, an(] this Agreement. 3.12 Service Contract-, and Interlocal Agreements. 'Fhe District shall not, without the prior written approval of the Planning Director and the Utility Director, enter into any litterlocal Agreeinents or Service Contracts with terms that (a) would require the payn-tont of a "ter minatit:)n" or similar fee for their termination; or (b) are not unilaterally terminable by the District upon (x) sixty (60) days notice or less; or (v the end of* the District's t1yen-current fiscal year, \.vl-Lichever is later. The Planning Director and the Utility Director shall timely review all contracts submitted under this Section and either approve therm or provide written comments specifically identifying an T f n y changes requir d for approval within thirty (30) days of receipt. I o City corn tints arc, received within such, time, the City's consent to the Interlocal Agreement or Service Contract will be deeined to have been granted. 3.t3 District Property. Except as provided below in this section or elsewhere in this Agreement, the District shall not sell, convoy, tease, mortgage., transfer, assign or otherivise alienato any of its water, reclaimed water, wastewater, or drainage/water quality im:proveirtenLs, or cattier District property, including any improv 0-ments or property deemed to be surplus, to any LI-drd party offier than the City Nvifl-Lout the prior written approval of the LffiliLy Director. The foregoing condition shall not apply to: (a) the District's disposal or replacenient of equipment or mateiial which 1-tas passed its useftil life; (b) the grant of easements necessary for the development of tlie Land or the provision of utility set -dices to the land; (c) tI-Le, grant or commita-Lent of capacity- or capacity interests it any water, sewer, drainage facilities owned or controlled by the District Consent Agreement Williamson County MUD 30 Page 14 Final 1 JiR2014 in order to provide service to lands within the District.,, consistent with this Agreement; 0 (d) the conveyance of any road$ to Williamson County as permitted or required by applicable taw; (e) the sale of property deemed to be surplus by the District; or (1) the sale, conveyance, tease, mortgage, transfer, assigniment or other alienation of any SLLCII property that is not in conflict with this Agreement, for which no approval shalt be rcq�uired. ARTICLE TV ISSUANCE OF BONDS 4.01 Issuance of Bonds. Fxcept as authorized by Section 4.02 of this Agreement, the District shall not issue Bonds (x) without the prior approval of the City COUTICit and (Y) until the documents required by Article I'll are executed and delivered to the City in accordance therewith. 4.02 Authorized Purposes. 'The purposes for which the District may issue Bonds without prior approval of the City Council shall be restricted to the tollowing: (a) Purchase, construction, accluisition, repair, extension and improvement of land, easements, works, irnprovements, facilities, plants, equipment, and appliances necessary to: (1) Provide a water supply for the District for municipal, domestic and commercial uses; and (2) Collect, transport, process, dispose of, and control all domestic,, commercial, industrial or communal wastes friarn the District, whether in fluid, solid or composite state; and (3) Gather, conduct, divert and control local storm water or other local harnifut excesses of water in the District; and Consent Agreement Williamson County MUD 30 Page IS Final 1 kir2014 (4) Roads or improvements in aid of roads as authorized by Section 54.234, Texas Water Code, and Ai tide III, Section 52, Texas Constitution; and (5) Provide parks and recreation facilities for the ii-LI-labitants of the District, subject to the provisions of this Agreement at -id Chapters 49 and .54 of tfie'rexa9 Water Code; and (b) Payment of organization expenses, initial operation expenses, cost of issuance,, interest during construction, capitalized interest and similar expenses typically incurred by i-i-tunicipal utility districts in the issuance of bonds such as the Bonds, including issuance, admirdstrative, insurance arLd rogulatory expenses related to issuarice of my Bonds and the land, casements, works, improvements, facilities, plant,.,,, equipment, mid appliances being financed by the Bonds; and (c) Refunding of any outstanding Bonds of the District for a debt service savings; provided, however that any such, refunding Bonds I otlierwise� satisfy the requirements or this Agreement. 4.03 Timing of Issuances. Tho District contemplates that it may be able to issue Bonds generally as set forth in the Finance Plan attached hereto as Exhibit C, However, the Parties understand that Ll -ie actual timing, size aril issuance of Bonds will be subject to market,, economic and other variables that occur and, therefore, Exhibit C is purely informational and not binding on the Parties. In order to provide the City with some assurance as to the timin,g of the District's issuance and retirement of its debt, the District shall use good faith efforts, subject to market conditions and a sufficient tax base existing, to sell its last issue of Bonds on or before December 30, 2024. If, the District fails or is unable to do so, the City shall tiave the aud-lority to revoke the District's authority to issue its remaining but unissued Bonds and to proceed with annexation of the District for full purposes on or before December 30, 2024. 4.04 Amount of -Borods, In consideration of the City's consent to the creation of the District, the District agrees that the toLalm-now-it of Bond,,,, issued by the District for all purposes, excluding refunding Bonds, shall, not exceed FORTY-SIX MILLION U.S. DOLLARS ($46,000,000.00) (the "Bond Limit Amount"), less the amount of funds expended by the District pursuant to the Strategic Partnersl-tip Agreement for any of the authorized purposes in Section 4.02 of this Agreement, unless specifically Consent Agreement Williamson County INAUD 30 Page 16 Final 1 ziR20 14 approved. the Cih7 Council. Owner and District acknowledge and agree that the Bond Limit Nmount is sufficient to accomplish the purls ose.5 of the, District, and that Owner and District have voluntarily agreed to the Bond Limit Amount. District ?7) improvements or facilities, if any, the cost of which exceeds, the Bond Limit Amount shall be dedicated to the District without feia-ibursetnent unless otherwise approved bV HIC City COUTICil. 4.05 and Requirements. The District shall obtain all necessary authorizations, for Bonds to finance the acquisition or construction of Public Infrastructure for the benefit of the District in accordinice with this Agreement anti the laws applicable to the District. To the extent of a conflict with Section 13.10 of the City's UDC, the terms of this Agreement shall control. All Bonds issued by the, District shall comply with the f f ollowing requirentents: (a) Maximum mat-oritytiventy-tfiree (22-3) Years from date of he issuance for any one.selfyl." of Bonds; and (b) Interest rate that does not exceed two percent (2`%) above the, highest average interest rate reported by the Daily Bond Buyer in Us weekly "20 Bond Index" during the one month period immediately preceding the date that the notice of sale of such Bonds is given; and (c) The Bonds shall expressly provide I t the District shall reserve the C -Ling not later thant the ��.giiu right to redeem Bonds at an'.1 A -ie � t7l tenth (1011) anniversany of the date of issuance', without premium. No variable rate Bonds shall be issued by the District; and (d) Any refunding Bonds of the District must (i) provide for a minimum of three percent (3%) present value savings, (ii) provide that the latest maturity of the refunding Bonds may nc.)t extend beyond the latest maturity of the refunded Bonds, (iii) be preceded by delivery of a certificate from the District financial advisor that demonstrates that the proposed refunding shall comply with this Section at least three (3) business days before execution of the ptirchase agreement for the re-fundingand must deliver evidonce, of its compliance with the requirements of this Section to the City within three business days after the execution of the purchase agrcmment for fl -to refunding; and CortseiiL Agreement Williamson County MUD 30 Page 17 Final 11,-'5!2014 (e) No Bonds shall be issued having an issuwtce datc., more than ten (10) years after the date of the first issum-tce of bonds by the District. 4.06 Economic Feasibili4r, Before any submission of an application of approval Of iSSUaTIC0 Of Bonds to the TCEQ or to the Attorney General, whichever occurs first, flie District's financial advisor shall certify in writing to the Finance Director Chat the Bonds, are being issued within the then -current economic feasibility guidelines established by the TCEQ for districts in Williamson County and in cordormits, this Agreement. 4,07 Notice of Bond, Issues. At least thirty (30) days before the submission of an application for approval Of issuance offonds, except Refunding Bonds, to the TCEQ or to the Attorney General, vk,hic.-tiever occurs first, the District shall deliver to the City Secretary and Finimce Director (a) the certification required by Section 4.06; (b) a copy of its completed application to the TCEQ (without attachments); (c) a statement froin the District's financial advisor containing (i) the amotint of Bonds being proposed for issuance; (ii) a general description of the projects to be funded and/or the Bonds to be refunded by such Bondq; and (Iii) the proposed debt service and District tclX Tate after the issuance of the Bonds. If the District is not required to obtain TCEQ approval of the issuance of the Bonds, the District shall nonetheless deliver such certification and notice to the City Secretary and lin ice Director at least thirty (30) days prior to the issuance of Bonds, except refunding Bonds, by the District. 4.08 Compliance with Agreements. At least ten (10) business days before submission of an application for issuance of Bonds to the 'ICEQ or the Attorney General, whichever occurs first, the District shall certify in writing to the City Manager, City Attorney, and the City Finance Director that the District and CNvner are not in breach of any of the Consent Resolution, this Agreement or, the Strategic Partnership Agreement, as those may be amended from time to time. 4.09 Certifications. With respect to any inatter required by this Article IV to be certified in writing., the Agreement also requires, and the District hereby warrants, that every y statement in an, certification shall be true and correct in all material respects and that the person, signing the certification has been given the requisite authority to do so on behalf Of the District. All certifications shall, be delivered to the City Secretary and the City Attorney. 4.14 1Bond Objections. The City shall have a period of fifteen (15) days after receiving the last of the certifications and notices required by Sections 4.06 and 4.07 Consent Agreement Witliiimson County MUD 30 Page 18 Final I USi2014 within which to object to the Bonds. The only basis for all objection by the City to proposed Bond issue shall be that the District is in material default of a provision of the Consent Resolution, this Agreemont or the Strategic Partnership Agreement. If the City objects to a proposed Bond issue ("'City Object-ion"), such an objection (a) Shall be in writing, (1)) shall be given to the District; (c) shall be signed by the City N4anager or the CityManager's designee, and (d) shall specifically idendfy the provision(s) irit tile of the Consent Resolution, this Agreement or the Strategic_ Partnership Agreement for which the District is in, default. It shall not be a basis for a City Objection that the City disagrees with District's financial advisor as to the financial feasibility of the Bonds so long as the proposed Bonds arc, approved by the TCFQ and the Attorney General. In the event a City Objection is timely given to the District with respoct tc) a specific Bond application as required by this S ection 4.10, tile City and t1he District shall cooperate Lci resolve tile City Objlection witIlin a reasonable finw, and the sale of the Bonds to which the City Objection applies shall be delayed until tile City Objection has been Cured or waived. Unless otherwise cured by written agreement of the Parties, a City Objection shall only be deemed cured if (x) the District files a petition seeking declaratory judgment in state district court, (y) not less than thirty (30) days before filing the petition the District gives the City Attorney and the City Manager Notice of, and waives any objections to the City's right to is ill, such a declaratory judgment action, and (z) the district court (or an appellate court, if an appeal is filed) determines that the District or Owner is not in default with respect to any provision of this Agreement, the Strategic Partnership Agreentent, or tile Partial Assignment of Receivables Agreement or, alternatively, finds that if such a default had previously occurred, the. default has been cured. A City Objection maybe. waived by the City at any ti e. A City Objection may be expressly waived by the City, at any bane. 4 11 Official Statements, Within thirty (30) days after the District closes the sale of each series of Bonds, the District shall deliver to the City Secretary and Finance Director a copy of the final official staternent for Rich serie.s, of the Bonds, and the District ,,hall promptly provide such information at no cost to the City. 4.12 Linlitation on Bond Issuance. In addition to the limitations oil Bond issuance set forth elsewhere in. this Agrectnertt, , the District agrees not to issue Bonds for purposes of reimbursing Owner for any costs or expenses paid by Owner after the tenth (Ml) anniversary of the date of the first issuance oaf bonds by the District which costs and expenses would otherwise be eligible to be reimbursed tea Owner by District pursuant to the males and regulation of the TCP Q or other applicable law, unless otherwise consented to by the City Council hereafter. District and Owl -ter expressly Consent Agreenleill. Williamson County MUD 30 Page 19 F inal 11 ti�iXjk aiad irrevocably waive any claims against the City for repayment of such, indebtedness following full purpose annexation. The District agrees that all ReimbursQnient Agreements that it enters into with Owner or m3r subsequent Owner or developer shall include the following provision relating to any sums payable by the City upon full purpose annexation of die District Under Section 43.0715, J'exas Local Goverlinient Code: If, at the time of full purpose annexation of the District, Owner has completed the construction of or financed any facilities or undivided. interests in facilities on behalf of the District in accordarice with the terms of this agreement, but tho-, District has not issued Bonds foa reimburse Owner for the cost of the facilities or undivided interests in facilities, Owner agrees that it will convey the facilities or undivided interests in question to the City, free and clear of any liens, clairns or encumbrances, subject to Owner's right to reimbursement under Section 43.0715, Texas Local Government Code, CIXCeept as SUCK reimbursement rights are waived Cir modified by the Consent Agreement pertaining to creation of the District. ARTICLE V 'rivXES, FEES AND CHARGE.S S,01 Tax Rate Considerations for Proposed Bonds. Before the issuance of Bonds, the District must provide to the Citi a final TCEQ order approving the Bond issue (and the accompanvirkg staff memorandum) that indicates concurrence by the TCEQ made in accordance with the TCEQs then -existing rules, that it is feasible tel sell the Bonds and niaintairt a projected District debt service tax rate that (a) is not more than $0.95 per $1,00 (the "Peasibility Tax Rate,") in assessed valuation oil an annual basis, which the District agrees is sufficiont to pay debt service oil the Bonds ill accordance with the terms of each resolution or order approvilig the issuance of its Bonds in each year while such Bonds are outstanding until the full puij?ose annexation of the District. The District agree,,; to adopt its annual tax rate iii conipliartce with the legal requirements applicable to municipal utility districts, to report the tax rate set by the District each year to the District's tax assessor/collector, and to perform all acts requinad by law for its tax rate to be effective. The District shall maintain all debt service tax revenues in a separate accourit or accounts, from the District's general opera tint; funds. At file time that the City annexes the District, the District shall also require that its bookkeeper provide an accounting allocation of the debt ser -vice fund among the various categories of Bond -funded, facilities in order to Consent Agreement Williams n Coii nty MU D 3(") Page 20 Fimil 1 [--511014 sirnplify the City"s internal allocation of the debt service fund following the full purpose annexation of the District and, transfer of the fund to the City. The City, Owner and the District acknowledge and agree that the Feasibility Tax Rate is sufficient tee accon-tplish the purposes of this Agreement and that Owner has voluntarily agreed (and the District upon creation will voluntarily agree) to the Feasibility fax Rate. Notivithstanding the foregoing or anything else in this Agreement to the contrary, however, the District axtd the City understand that the District's power to levy taxes to pay the principal of and interest on Bonds Up to the Bond Lin -Lit Amount will be milinifted as to rate and arnount if necessary to make Bond payments. -5.02 District Fees. The District agrees that the City shall be exempt from, and Nv ill. not be assessed, any District fees. 5.03 Reimbursement of City Lxpenses. As iadditional consideration for this Agreement, pursuant to Section 13.111.050(AC) of the UDC, District, or Owner on behalf of the District, shall pay City's staff and outside export and consultant costs, fees and expenses associated with formation of the District, and fl-te negotiation, drafting and preparation of this Agreement and the Strategic f?artnership Agreement, In addition, during the term of this Agreement, Owner or District Shall pay to the City any additional fees, co -L in I casts and expenses in connection with alae c ion dme nt implementation or administrationof the parts of this Agreement related to the City's supervision of the District's activities Linder this Agreement.. The costs, fees and expenses required to be paid by this Section 5.03 shall be paid in full to the City withirt thirty (30) days of receipt of a statement regarding same from the City. Without limiting the City's; right to seek an award of attorney's fees, fl-Lissection does not apply to costs, fees or expenses incurred as a result of lidgafion, 5.04 Bridge Payment. Owner and the District agree that the "Bridge" (as that term is defined and described in the Laredo WO Agreement) to be constructed by Laredo WO, Ltd., pursuant to the Laredo WO Agreement will benefit the provision of emergency services and facititate transportation to, from and throagh the Land; therefor( , , as, additional consideration for this Agreement, Owner or the District shall pay to the City ONE MIL[JON U.S. DOLLARS ($1,000,000.00) (the "Bridge Payment") as a contribution. toward the cost of the "Bridge." The Bridge Payment shall be paid by Owner or District as follows- (a) FIVE HUINDREDTHOUSA1\11) U.S. DOLLARS ($500,000.00) must be paid to the City on or before January 1, 2017, and (2) FIVE HUNRED THOUS{ ND U.S, DOMARS ($500,000.00) must be paid to the City� on or before januai v 1., 201 B. Consent Ag-revraent Williamson Covinty MUD 30 Page, 21 Final t I:5:' 04 5.05 City Master Development Fee. (a) As additional consideration for this A greemen t, Owner shall pay to tile City a fee catculated in accordance with tile formula attached hereto as f&iibij. (tile "'Iylaster Development Fee" or "MQF"'), j� payable out of proceeds from the issuance of Bonds by the District. Pursuant to Sections 5.05(b) and (c) of this Agreement, Owner shall receive a credit against tile balance of the ]VIaster Development Fee in the amou:nL of the Phase C-1 Credit (defirted below) and, if applicable, in the amount of the Bridge Payment Credit (defined belovv), The remaining balance of the Master Development Fee. shall be paid at the rate of eight percent (8%) of each net bond reimbursement received by Ow-ner calculated in accordance with the formula attached liereto a,-, 12dtffift j Th tii z e Dis ct and the Owner shall ensure that each MDF installment payment will be paid, to the City in conjunction and simultaneously with Owner's reimbursenient from the Bonds. Owner hereby makes a partial assignment of its reimbursement rights to the City, asevidoIaced by "I tile "Partial Assign-,nient of Receivables" agroomeilt attached hereto -tcorporated herein for all I:nlrposes. No as Ex[fibil K and ii assignment of Owner's reimbursement rights shall be effective unless and until the CiLl, receives notice of sucil, assignment accompanied by a fully executed Partial Assignment of Receivables pursuant to which the City has a right to receive the Master Development Fee out of developer reimbursements as Bonds are issued in accordance with this Agreement. (b) Phase C-1 Credit. For amounts previously paid by Owner to Laredo WO, Ltd. for cast -sharing on construction of Phase C-1 of the SSGI, shall be entitled to a credit of S500,000.00 (the "Pbase C-1 Credit") against the -Master Development Fee owed to tile City under this Agreement as illustrated on Exhibit I. del Bridge Payinent Credit. If prior to the time of any District Bond issuances, the Bridge Payment has been paid in part in or full by Owner to the City, Owner shall be entitled to a credit against next ensuing installments of the Master Development Fee owed to the City under this Agreement until the amount of such credits, cumulatively, equals tile am.ount of the Phase C-1 Credit and Consomt A. reement Nilfimrtisom County TVIUD 30 Page 22 F i tial 14,*S;21j 14 Bridge Payments received by the City prior to any of siLid Bond Bridge issualices. ,AKFICLE VI LAND DEVELOPMENT A. AND PLAN 6,01 and Plan. 'rhe City Couricil, hereby approves the Land Plan attached hereto as L _E - :xhi2lit En the Land Development Standards attached hereto as _xldldt E tl-Le -, L Parklarid, Open Space. and Trails pian attached hereto as Exhibit Q, and use of the Land as follows: Up to 730 single family residential uses and no fewer than five (5) different lot sizes so as tc-a create a variety of housing types; "Ntaighborhood Commercial`" uses (as that term is defined in the LOC); and open space, parkland, and amenity meas as general shown on the Land Plan or more specifically provided in this Agreement. All development of the Land must be in compliance Avith the 1..,and Plan, the Land Development Standards attached hereto as Exhibi it F and the Governing ROgUlatiorts. 6.02 Modifications to the Land Plan: (a) Because 0-te Land comprises a significant area and its developirtent will occur in phases over a number of years, modificatioms to the Land Plan may become desirable due to changes in market conditions or other factors. Owner may request modifications to the Land Plan. Minor -Modifications of the Land Plait pertaining to (a) roadway and trail alig-Timents; (b) changes in the density of specific sections or phases shown on the Land Plan that do not increase the overall density of development on the 'Land, and (c) changes of less than 201,'« in the size of arty section or phase shown on the Land Plan, shall be considered Minor Tvlodifications over whicb the Planning Director will have final review and decision- making authority. In addition, the City may request modifications to tl-Le Land Plan relating to roadway and trail alignments if necessary to due to topography, terrain, floodptairis and floodways, alignment with corinections to adjoining portions of roadways, traits, or utilities on adjacent properties, and similar situations, all of which shall be considered Minor Modifications over which the Planning Director iAll ha,,00 final review and decision-maki-lig authority. All other changes to the Lund Plan that are not Minor Clonsent Agreement Willi inson County MUD 30 Page 23 Modifications shall be considered Nllajor. iviodificatiorls, Major Modifications to the Land Plan must be approved as an amendment to this Agreement by the City Council. After approval by the City in accordance with this Section, all Minor Modifications ai-td',-\/I.ajor,N.,Iodifications to the Land Plan shall, be recorded by the City at Owner's expense in the Official Records of Williamsan County, and thereafter, all references in this Agreement to the Land Plan shall mean and refer to the then. most c. I -t approved and I rreq I recorded Land Plan. (b) 'Nfinor Modifications to Land Plaza allowed by Section 6.02(a) of this Agreement shalt not be deemed to be changes to the Project under Chapter 2745 of the Texas Local Goverm-lient Code. All NMajor Modifications tc-a the Land Use Plan shalt be deen-Led t(-,) be changes to the Project tinder Chapter 245 of the Texas Local Government Code, and the provisions of the UDC and all other applicable laws i-u-Ld regulations in effect at the time of such, Major Modifications shall apply unless the City agrees otherwise. B. DEVELOPMENT PROCESSES 6,03 Plat Approval, Subdivision of the Land shall require approval of preliminary and final plat,,; by the City. IT SHALL BE A CONDITION TO ACCEPTANCE BY THE CITY, AS WELL AS A REQUIRFNIE'N'r FOR CO','VIPLETENESS AND APPROVAL, OF ANY APPLICATION FOR A PRE1,1MINARY PLAT OR FINAL PLAT OF ANY PORTION OF THE LAND THAT NO MATERIAL EVENT OF tXr%.,kIJrLT SFIALL EXIST WITH REGARDTO THIS AGREEMENT Olt THE STRATEGIC PARTNERSHIP AGREEMENT AS OF THE FILING DATES FOR SUCH APPLICATIONS. Notwithstanding any other provision of this, Agreement to the contrary, however, the conveyance, from Lime to time, by metes and bounds or otherx,vise of any portion of the Property t0 an'y' per.50il for the purpose of qualifying such person to be a member Of the 13 3oard of Directors of the District shall not be considered a subdivision of land requiring as plat Or Otherwise requirh'ig the approval of the City; provided, however, no Structure shall be constructed on any property conveyed for such purpose unless and until a plat of such portion has been approved by the Cita,, in accordance with this Agreement. 6.04 Public Infrastructure. Construction of all Public Infrastructure sl-Lall comply with the Governing Regulations-,, and no construction or installation of Public Infrastructure shall begin until plans and specifications have been approved by the Cih, and all other requirements of the Governing Regulations pertaining to Con.w-nt Agreement Williaiiison County MUD 30 Page 24 Final i 1 1-51-2(114 construction of Public Infrastructure have been met. All Public Infrastructure shall be constructed and installed in compliance with the Governing Regulations and Shall be inspected to determine cornplianco. In addition, no construction of the SSGI it -tall begin UI-Itil irtst.tf.-InCe policies have been issued and the required bonds posted, in conformance with the requirements of Exhil-fit P and copies of same have been provided tai the City. 6.05 Easements. (a) General. Owner or the District shall obtain, at I easements necessary for the construction, of the Public Infrastructure at no Cost to the City. All Public Infrastructure (including water and wasteNvater facilities up to the customer's side of the meter) shall be placed w itliiri dedicated or recorded utilitN, easements or public rights-of- way. All easements for Public Infrastructure that are to be transferred to the City shall be on forms reasonably acceptable to the City. Except as otherwise required by this Agreement, all easements required by this Agreement to be conveyed to the City shalt be conveyed to the City no later than, the date that the final plat is recorded for the lar -td within which the improvements will be constructed. The parties understand that file easen-teilLs may be required to be conveyed to the City prior to the time of completion of final, design for the improvements to be placed therein; therefore, in the event the easements are conveyed to the City prior to completion of construction, Owner and the District agree that the easement agreements shall include the right of the City to require the easemerits, to be relocated if necessary due to topography or to accommodate final design, aj,-td further agree that if relocation of an easement is T(--XjUir0d, the City shall bear the cost of re -surveying, document preparation., and recording the revised easement, but shall not be required to pay any land acquisition costs. (b) Easements for Ph. o Phase Q of the SSGI: Owner r the District shall, at rto cost to the City, obtain all temporary construction easements andpe-rinarient utility easements necessary for the construction of Phase D of the SSGL as ti ett as all access easenierits necessary for the ort -going maintenat-ice and repair of Phase D of, the SSGI (collectively, the "Phase D Easements"). The permanent Phase D Easement shall be no more than one hur ,tdred (100) feet in width Consent Apeen-tent Williamson County NtL,',[,) 30 Paste 25 Final I I:Ii/2014 and shall be situated in, locations acceptable to. the CiLy, but in any event generally in the �,�icinity of the locations identified on Exhibit H hereto. The temporaly coristruction, and permanent access Phase D Easements shall be hi widths and locations acceptable, to the City. The Phase D Easements shall be in forms substantially similar to the forms of easements attached I -Loreto as Exhibit 0 and approv ed by the City Attorney. Owner or the District shall use commercially reasonable efforts to obtain the Phase D Easements on or before August 1, 2010'. I) If Owner or the District is unable to obtain the Phase D Easements on or before said date after using good faith efforts to do so, the City shall acquire the Phase D Easements, using its powers of eminent domain if necessary, at Own � bject to the terms and , or's solo cost iat-id, expen-se; su conditions set forth herein. Within- sixty (60) days of receipt of the written request from Owner or District r(-(Ixjeqting that the City ac(InAre the Phase D Easements and documenting their good faith efforts to secure the Phase D Easements (including but not lin-tited to offers., counteroffers, positions of the parties, valuation dOCU-mentation, etc.), City shall provide a preliminary written estimate to the Owner and District of projected, costs and expenses related to acquisition of the Phase, D Easements. Owner or District shall provide payment in the full amount of the written estimate to the City within thirty (30) days after receipt of the written estimate. Owner or Distr-ict shall pay all costs and expenses incurred by the City relating to the acquisition of the Phase D Easements, hicluding, without limitation, costs of negotiating oawtnonts with landowners, preparation of easement instruments and surveys, payment of a negotiated. sum for purchase of an easement, artd purchase or condemnation costs incurred by, the City, including any litigation related thereto (including legal fees, witness casts, and court costs). In the event that the actual costs of easement acquLsition exceed the original estimate, Owner or District shall provide payment of t1 -Le additional amount wiLl-dn fifteen (1) days of receipt of .1 written re(juest for payineiit from the City, In the avent that the actual costs of Conserit Agreement Williamson County MUD 30 Page 26 Page I 1,6LIG14 easement acquisition aro less than this sum, the City shall promptly refund the excess amount to Owner or District, as appropriate. (2) Owner and District ackrLowledge and agree that the City will not authorize its ornployo-es, representatives, agents or consultants to acquire the Phase D Ease eats until the foregoing payments are received b); the City in, full. Failure by Owner or District to timely pay arty invoice in full shalt a constitute a material breach of this green -tent. (3) in , no event shall the City be required to initiate efforts to acquire the Phase D Easements before October 1,2015. (4 1) 'The City shall make available to 0-ver and the District the existing public easements associated with other se-nients of the SSGI for the purpose of constructing Phase D of the SSGL at no cost to Owner or the District. In addition, City agrees that if it enters into any new or amended developnient agreements or consent agreements with owners of lands within which the Owner or District must construct any part of Phase D of the SSGI oi. Phase C 2 of the SSGI, City will make good faith efforts to have such od-ler landowner,,-, dedicate on a timety basis, at no cost to the Ghy or 0,cNmer or. the District, the necessary easements for such construction. (c) South San Gabriel River 'Frail Easements, The easements on or over the Land related to the South San Gabriel Trait tniprovements shall conform to the requirements of Section 7.02 of this Agreement. (d) CiLy Rigl-it of Entry. Owner hereby agrees to permit the City, its agents, employees, representatives and assigns,,, to enter the Land for purposes of inspecting the On-SitaPublic Infrastructure. 6.06 Commencement of Construction; Notice; Inspections, Following City approval of the plans and specifications for the Public Infrastructure and prior to the commencement of construction, Owner shall give written notice to the Utility Director I in order to allow the City to assign an inspector. The City will inspect all. Public InfrastTucture to be dedicated or conveyed to the City for compliance with the Co meat Agreeinejit Williamson Comity MUD 30 Page � 27 Final I V5,2014 approved plans and specifications. The City will provide the inspections contemplated by this Section for the standard fees charged by the City for inspections inside the City limits, which fees will be collected by the City from the customer requesting the inspection. The City will retain copies of all inspection reports for the City's applicable records retention period, and provide thein to the District upon request. 6,07 Inspections. The City will inspect all Public Infrastructure that will be dedicated or conveyed to the City. The District engh-teer can observe City inspections for the purpose of gathering the information required to complete and subinit all TCEQ required reports. At no cost to the City, the District engineer will inspect Public Infrastructure which is to be owned and maintained by the District, the County or any other entity other than the City. The City and the District enginoe�r shall maintain a permanent record of all Public Infrastructure and other iniprovements inspected. All, such records ,,hall be Trude available to the City upon request within ten (10) days after the inspection is performed (including reports that identify deficiencies and subsequent corrective actions). All such records shall be kept in a form reasonably approved by the City and as otherwise required by applicable law or regulations.' 6.08 Building Permits. NTT Structure shall be consLructed unless a building permit has been issued by the City certifyiii- that the plans and specifications for the Structure are in compliance with the Governing Regulations. No building permit shall be issued for a Structure tuiless a final plat has, been recorded for the lot on which the Structure is being constructed. This Section shall riot apply tea temporary Structures placed on the Land for the purposes of the initial confirmation election for the District. 6.09 Certificate of Occupancy and Final Inspection, N-o Structure ,-,hall be occupied until a certificate of occuliaticy has been issued by the City (for commercial Structures) or a final inspection certifying that the Structure has been Constructed in compliance with the Governhig Regulations (for residential Structures). All costs for the certificates of occupancy or final inspections shall be paid for by the builder performing the work (or by the oivrier of the property on which the work is being performed). 6.10 Stop of Orders. The City shall have the right to inspect, from time to time, the construction, of atiy Public Infrastructure and LLany Structure. If the City determines that art);, Public Infrastructure or Structure is not being constructed In compliance with the Governing Regulations and the contractor or builder fails to correct the noti-compliance within a reasonable period of time atter notice thereof, the Consent Agreemeat Williamson County MUD 30 Patze 28 Finil It �5;20 14 City shall have the right to enforce compliance and to stop new work on the Public Infrastructure or StitictLiTe by the issuance of a "stop -work order" until the non- cornpliance is corrected to the reasonable satisfaction of the City. Nothing in this Section 6.10 is intended to create any liability of the City to determine xvhether any Public lufrastructure or Structure is constructed in accordance with the Governing Regulations. 6.11 Plat Review Fees. PurstLi-Int to that certain interlocal agreement betiveen the City and Willian-tson CounL3,, developmeut of the Land shall 'bjecto be sut payment to the Cityof the, reasonable fees and charges applicable to the City's preliminary and final plat review and approval, process (the "Plat Review Fees") according g to the fee schedule adopted by the City CoLuxil and in effect on the date of submittal of each plat application. The fee schedule applicable to the Lan -I shall be uniformly applicable to all development Nviffiht theFTJ of the City. 1 6A 2 Plan Review Fees, Development of the Land shall be subject to payment to the City of the reasonable fees and charges applicable to the City's review of plans and specifications for Public InfrastrUCtUre to be dedicated or conveyed to the City, and the Site Plan review fees for non -single family residential development on the Land (the "Plan Review Fees") according to the, fee schedule adol--)tedby the City Council and in effect on the date of submittal of each set of plans rand specifications. 6.13 City Inspection Fees, DeveloprnenL of the Land shall be subject to payment to the City, of the reasonable fees and charges applicable to inspections perforryied by the City for Public Infrastructure to be dedicated or conveyed to the City (the according to the fee schedule ad opte- d by the City Council and- in effect on the date of each such inspection. The fee scl-tedule applicable to tile Land shall be uniformly applicable to all development with the ETJ of the City, 6.14 Building Permit Fees. Development of the Land shall be subject to payment to the City of the reasonable fee,,; and charges applicable to the City's issuance of building permits and certificates of substantial completion (the "Building Peri -nit Fees") according to the fee schedule adopted by the City Council and in effect on the date of submittal of each building permit application. The fee schedule applicable to the Land shall be uniformly applicable to all development within the FTJ of the City. 6.15 Impact Fees. Consent Agreement Williamson Coun�vMUJD 30 Pagge 29 rinal 11'9 0 14 (0) Owner agrees that the City's wastewater Impact Fees shall be, assessed and collected at the time that every final plat for all or a portion of the Land is approved by the City and recorded and the amount of the fee shall be the amount in effect at the tirrie of final platting under the applicable City ordinance for the impact fee service area that includes the Land or portion of the Land being platted. (b) As of the Effeefive Date, the Land is in the retail water service area of Chisholm Trail Special Utility Disti: ct (CT.SUD) and CTSUD's Utility I i impact fees apply. Owner agrees that for the Land or portioms thereof for which Owner or District has not paid water impact fees to CTSUD, if in the future the City becomes authorized Lo provide retail water service to the Land or any such portion of the Land, the City's, water linpact Fees for the Land or portion of the Land being served by the City, shall be assessed and collected at the time that, every final plat for all or a portion of the Land is approved by the City and recorded and the amount of the fee shall be the amount in effect at the time of final platting Linder the applicable City ordinance for the impact fee service area that includes tyre Land or portion thereof being served, 6.t0 Fire Service Improvement Program (""SIP) Fees. 0av tier agrees to pay or cause to be paid to the City a fee for fire services in the amouriL of SIX HUNDRED THIRFY U.S. DOLLARS ($630,00) per legal tot (the "Fire SIP Fee") at the time of each building permit application for such, lot. ARTICLE V11. OPEN Wi-kCE, PARKLAND, AND TRAILS 7.01 Parkland Fees. The parkland fees for the portion of the Land defirted in this Agreement as the "Zamirt Tract' shall be those fees in effect at the time that a final plat for any portion of the "Z aurin Tract" is approved by the City. For Section One of the "Zair inTract" (as said Section One is shown on the "Prelim ii-L"ary Plat for Crescent Bluff,"' City Project No. PF -2012-017-C-376,, executed by the Chair of the City's Planning & Zoning Commission on 8/6/2014), Owner shall pay said parkland fees on a per lot basis as required by the UDC. In consideration of Owner's conveyance of land for and construction of the South San Gabriel Trail Irnprovements, no parkland fees shalt be assessed for that portion of the Land defined in this Agreement as the "Chapman Tract" or for Sections Two dirc-itigh Fiv -0. of that of Lhe "Zandn Tract" (as Consent Agreement Wiltian-tson Courity MUD 30 Page 30 Final H1,512014 said Sections Two thYOLIgh Five are sho-wn on the "Pretiminary Plat for Crescent Bluff," City* Project 'No. PP -2012-017-C-376, (�XCCLLtcd by the Chair of the CiLy-'s Planning & Zordrqg Comn-tission on 8/6,12014). 7.02 South San Gabriel River Trail Improvements. (a) River Trail Easement. Owner shall, at no cost to the City, convey the River Trail E asen-Lent (defined herein) to the City oil or before the date tfut is one hundred eighty (180) days after the City Sends Notice to Owner requesting same, (b) River "frail Owner or District shall, at no cost to the City, con-u-nence design of the River Trail (defined herein) in accordance with the standards attached hereto as Exhibif,E withi-1-1 thirty (30) days after the earlier of (1) the approval of the first single-family residential preliminary plat on any portion of the Chapman "Tract, or (2) the date that the City provides Notice to Owner or the District that the City or another entity has SUbmiLted design drawings to the City for approval of the portion of the trait adjacent to the Chapman Tract. (e) River Trail Corustruction. Owner or District shall, complete construction of the River Trail no later than twelve (12) months after the date that the City approves the design documents for the River Trail. Upon final completion and acceptance by the City, the River Trail shall be conveyed to the, City for operation and in ain ten an ce. (d) River Trail Parking Lot. Owner or District shalt, at no cost to the City, cornplcite construction of the River Trail Parking Lot (herein defined) no later than the datc, that construction of the River Trail is completed and accepted for operation and maintenance by the City. Upon final completu:)n, the River'Frail Parking Lot shall be owned and maintained by the District Lo standards at least as stringent as the City's standards and in accordance with Applicable Laws, and the City shall have no responsibility therefor. (e) River Trail Access Trail. Owner or District shall, at no cost to the City, complete final conch -action of a River Trail Access Trail as provided herein. At aft times on and after the date of the City's Consent Agreement Williams= CountvNIUD 30 Page. 3 1 Fin oI I I �5 I'! I final acceptance of the River Trail and the River Trail Parking Lot, there shall be access frorn a local pt.ibLic street within amin Tract to the River Trail and thence to the River Trail Parking Lot as follows: That segment of the River Trail Access 1'r4ail conriecting the River Trail Parking Lot to the River Trail shall be finally con-Lpleted no later than the date that construction of the River Trail is completed and accepted for operation and maintenance by the Ciby, Prior to January 1, 2025, this portion of the trail may be constructed using decon-tposed granite or mulch; Iiowever, on and after January 1, 2025, this portion of the tr.-tit Must: be constructed (or re -constructed, as the case may be) as an ADA-cornpliant concrete trail accordance with the specifications attached hereto as Exhilfit ,F, (2) For segments of the River frail Access Trail cormecting the developed portions of the Land to the River Trail Parking Lot and thence to the RiverTrail that are located within any portion of the Land for -,.,vhich, a final plat has been recorded in the Official Records of Williamson County, the River Trail Access Trail shall consist of either a six (6) foot r,vide ADA - compliant concrete trail, or a UDC -compliant sidewalk adjacent to a public street, (3) The District shall be responsible for ownership, maintenance, and repair of the River 'Frail Access Trail to standards at least as stringent, as the City's standards and in accordance with, Applicable Laws. (1) Additional Requirements. No final plat -,hall be recorded for any portion of the Chapman, Tract unless and until the Owner or the District has either (i) completed construction of the South San Gabriel River Improvements; or (ii) posted financial assurance for the deli -n an(i construction of the South San Gabriel River Improvements in the amount and form required. by the City. All applications for preliminary plats for all or arty th, , portion of e Chapman Tract shall include a request to include a plat note on the preliminary plat referencing the re(luirements, of this Section 7.02(f). Consent Agreement Wiffillilson County NTUD 30 Page ' Q Final 1 :,`5�2014 Maintenance Connections. Owl' -or shall, grant to the City, but not to thes 0 ,general public, easements from the public street, r rights-of- way within the Land across portions of the Land as necessary to provide access by the City to the River Trail for emergency vehicles and maintenance and repair purposes. Such access easements shall be in locations mutual] ' y agreed by Owner and the City, convy eed to the City by separate instrumel"It acceptable in form and content. to the City Atton-tey, and may be as from time tca time as the Land is finally platted. 7.(3 Open Space, Parkland, Internal Traits and Other Recreational Facilities. Owner shall provide parkland, open. space, and traits in the acreages and areas shown on the Parklarid, Open Space, and Trait Plana attached hereto as Exhibit G. Such items, if provided and/or constructed, will be conveyed to, operated, and maintained by, the District for ownership, operation, and maintenance, The District agre-eas not to convey or transfer any open space, parkland and trails or any Unprovenients located thereupon to a property owners association without the approval of the City Council. The District agrees to operate and maintain the open space, parkland kind internal trails, and all improven-wnts located therein in a good state of rep -air and in accordance with City ., standards and all Applicable Laws, and in a manner so as not to create a nuisance or danger to the public health and safety. The City will have no of to operate or maintain the open space, par -Mand and internal traits or any improvements located thereon. ARTICLE VIII ROADWAYS 8,01 On -Site Roadways. Owner or the District shall design and construct all On -Site Roadways that are accessary to serve, the Land in conformance with the Land Plaa-t and the Governing Regulatifans. Upon completion of construction, the On -Site Roadivays shall be dedicated or transferred to Will an-ison Countyr for ownership, maintenance and repair as and when any portion, of the Land adjacent to such Ora -Site Roadways is platted or when otherwise required Lmder the Goverrdng Regulations. The On -Site Roadways shall be maintained In good condition and working order, ordinary wrearand tear excepted. If Williamson County does not accept 'the On -Site Roadways, then such roadways shall be maintained to City standards by the District or, in the City's sole discretion, by the City under a contract behveen the District and the City. 'Unless provided otherwise in a written contract between the City, and the Conscrit Agreenient Williamson County N'TUT),30 Page 33) Fia3! I I:-,-VUI 14 District approved by their respective governing bodies, the City shall have no responsibility for the owning, maintaining, or repairing the On' -site Roadways. 8.02 Off -Site Roadways. The City acknowledges receipt and approval of a Traffic Impact Analysis for the Zamin Tract. With regard to the Chapman Tract, prior to the submittal of any development applications related to the Land, Owner shall prepare, or cause to be prepared, a Traffic Impact Analysis (TIA) for the Larld prepared in compliance with Chapter 12.05 of the _U-DC. After approval of the TIA by the City, the Citv shall determine, in. its sole discretion, whether (a) Owner shall construct the traffic -related intprovements as required by, the TIA, or (b) Owner shall pay to the City a sum, equal to the traff ic-retated improvement costs identified in the TIA (the "TIA Iniv)rOvement Costs'). TheTIA Improvement Costs shall be paid to the City when and as required by the City, Notwithstanding anything in this Section or the `FIS tern the contrary, (x) Owner shall construct, at no Cost to the City, traffic signal iinprovements at the intersection of Cedar Hollowand SH 29 and any other traffic improvements required by Texas Department of Transportation; and (y) Owner's proportionate share of the cost of the Bridge (as that term is defined in the Laredo WO Agreement) shall be equal to the amount of the Bridge Payment (defined in Section 5.04 of this Agreement), ARTICLE IX PUBLIC INFRASTRUCTURE - GENERAL 9.O 1 Water and Wastewater Rablic Infrastructure. Owner or the District shall construct all water and wastewater PUblic Infrastructure that are necessary to serve the Land, including (i) the water system, including all piping, valves, and hydrants, within designated oasornents or rights of way up to the customer side of the meter; and (ii) the wastewater system, including all piping, monhotes, and tiff stations located within designated casements car rights of way up to the point of service entry by a single customer. All water and wastewater Public Infrastructure ,;hall be designed and constructed in accordance with the Governing Regulations and the requirements of any other entity with jurisdiction. 9.02 Drainage arid Water Quality Public Infrastructure. Owner or the District shall construct all drainage and water quality Public Infrastructure serving the Land as an integrated- storm water system and enhanced regional water quality system that complies with the Governing Regulation& 9.03 Transfer of Ownership, Operation and Maintenance for Public Infrastructure. Consent Agrec-ment Willianison COL111ty MUD 30 Page 34 Final 1 W,.'2014 (a) General. Within ninety (Cl) days after compleh.on of construct -ion, Owner agrees to request the applicable utility service provider to accept the Public Infrastructure for o-w,vnership, operation and maintenance. For any Public fi-ifrastructure, to be conveyed to the City for ownersl�p, operation and maintertance, the, Owner shall provide the following information to the City: (1) one complete set of as -built plans in the format requested by the City; (2) copies of all doc-Lui-Lents evidencing transfer or assignment of all contractual rights, warranties, guarantees, assurances of Performance, and bonds related to the Public Infrastructure; and (3) lien waivers and releases reasonably acceptable to the CiLj,-. The City's- acceptance of such improvements shall be documented in a letter from the City to Owner, (b) Wastewater. If the City agrees to accept the wastewater Public Infrastructure for operation and maintenance upon completion of constructio-t-L, documentation in the form- of lien waivers or releases that the wastewater Public Infrastructure are free zmd dear of all liens and encun-Lbrmces or subordinated to the City's rights, and the assignment of the performance bond to the City for the tl,\,,o year mahitenance period. (e) Water. The water Public Infrastructure shall be conveyed to the authorized retail water services provider for the Land for operation and maintenance upon completion of construction and compliance with any other requirements of the retail water service provider. Owner agrees to comply with all applicable requirements of such retail water service provider. (d) W�uaht -, Upon completion of construction, the drainage and water quality Public h-drastructure shall be dedicated or transferred to Williamson, County for ownership, maintenance and repair as arLd N-Oien any portion of the, Land adjacent, to such drainage or water quality Public Infrastructure is platted or when otherN,viso required under the Governing Regulations. tf Williamson County does not accept the drainage and water quality Public Infrastructure, then such improvements shall be maintained to City standards by the District or by the City under a contract bet veen the District and the City, at the Cit .'s sole discretion. Consent Agreement Williamson County, NIUD 30 Page '15 Final 1, 16iZO 1,1 'Unless specifically -provided otherwise in a written contract between the City and the District, the City shall have no responsibility for mvning, maintainingor repairing the drainage or water quality Public infrastructure. In no event shall the drainage or water quality Public Infrastructure be oAvned, financed, operated', maintained, repaired and replaced by a property owners association. (e) Capacity Interest kights. Notwithstanding the foregoing or anything else to the contrary in this Agreement it is understood that Owner and District, as appropriate, shall retain capacity interest rights sufficient to provide service to the District in any Public Infrastructure conveyed or otherwise transferred to the City sufficient to serve file Land is contemplated by this Agreement. Arty such conveyance or other transfer shall not affect Oivner's right to reimbursement from the District for the cost of any improvements or capaciLir in improvements, constructed or financed by Ow-ner, or the Districes right to effect such reimbUrSe:111011t. AKrICLE X WASTEWATERSE RVICE 10.01 Provision of Wastewater Service. Wastewater service to the Land shall be provided through gravity lines connecting to the S,9Wil. No on-site sewage facilities (septic systems) shall be allowed on the Land. Na lift stations $1 -tall be allowed to facilitate the provision of collectivized sewer service to the Land. The Parties acknowledge and agree that Phase C-2 of the SSGI and Phase D of the SSGI must be constructed to provide wastewater services to all of the Land, and that Phase C-2 of theSS-Gl is currently conternplated to be completed by others pursuant to the Laredo WO Agreement, Ow-nerandDeveloper expressly agree that the City may, but shall not be obligated to, construct either 1,11-tase C-2 of the SSGI or Pliase D of the SSG, 10.02 Construction (if the SS L (a) If Phase C-2 of the SSGI is constructed or under construction pursuant to the Laredo WO Agreernent or by odiers, prior to the Phase D Cornmencement Date, then: Coment Agreement WilliaMS011 COUnty MUD 30 Page 36 Final t 0:2C(W l) Desi Win. Owner or the District shalt design, at no cost to the City, Phase D of the SSGI iliaccordance. with the Governing Regulations and all other applicable federal, state, arid local laws, rules, and regulations. Owner or the District shall submit the Phase 1) design documents to the City for the Clt37's review arLd approval t least rtinety (90) days before the Phase D Commc,,,ncc�nient Date. (2) Construction. Owner or District shall construct, at no cost Lo the City{ Phase D of the SSGI in accordance with the Governing Regulations and all other applicable federal, state ,:aid Local laws, rules and regulations, Owner or District shall provide the, City with a copy of the notice to proceed issued for construction of Phase D of the SSGI simultaneously with issuance of same to the contractor, and shall cause final completion aiid acceptance by the City of the proposed conveyance to the City of Phase D of the SSGI to occur on or before the Phase T,) Completion Date. (b) If Phase C-2 of the SSGI is not under construction pursuant to the Laredo WO Agreement or by other-:,, on or before the Phase D Commencement Date, then: (1) Qesign. Owner or the District shall design,, at no cost to the City, Phase C-2 of the SSG[ and Phase D of the SSGI in accordalice with the Governing Regulations and all other applicable federal, state, and local laws, rules, and regulations. Owner or the District shalt submit the Phase C- 2 and Phase D design docuinents to the City for the City's review and approval at least ninety (90) days before Phase D C-onimoncement Date. (2) Construction. Owner or the Dishict shalt construct, at no cost to the City,, both Phase C72 of the SSC=I arid Phase D of the SSGI in accordance with the Governing Regulations arid this, Agreement. Owner or District shall. provide the City with a copy of the notice to proceed for the constr'uction of both Phase C-2 of the SSGI and Phase, D of the SSGI simultaneously with the provision of same to the contractor, and shall cause filial completion and acceptance by the City Consent Agreement Williamsm County.NAUD 30 PaVie: 37 Final 1 1;5�,'�014 of both Phase C-2 and Phase D of the SSGJ on or before the Phase D Completion Date. (3) Wastewater Impact Fee Credit — PhLiie C-2. If Owner or the District designs and constructs Phase C-2 of the SSG1 pursuant to Section 10.02(b)(1) and (2) of this Agreement and at no cost to the City, then as consideration for same, com,mencing after final acceptance by the City of Phase C:'- 2 of the SSG1, the City shall apply the Wastewater Impact Fee Credit (herein defined) against the City's wastewater Inipact Fee on a per connection basis for all cortnections for which a final plat is recorded after the final acceptance by the City of Phase C-2 of the SSG1 which credit may only be applied to the City's wastewater impact Fees payabl,e for development within the Land. Notwithstanding arL3,,thirog to the contrary in this Agreement the total amount of the Wastewater Impact Fee Credit W shall not exceed the design and construction cost of Phase C-2 of the SSGI, and (y) shall not be given to more than 730 wastewater service connections on the Land. In no) event shall the City be required to increase the amount of the Wastewater Impact Fee Credit. (4) Potential Wastewater Impact Fee Credit — Phase D. 'Pie Parties acknowledge that as of the Effective Date no costs related to Phase D of the SSGI are in the City"s wastewater Impact Fee. If in the future the City amends its Impact Fee ordinance such that all or a part of the costs of Phase D of the SSG[ are included in the City's wastewater Impact Fee, the follo-wing provisions shall apply: I'f Owner or the District designs and constrticts Phaso D of the SSGI pursuant to Section TO,02(a) or (b) of this Agreement at no cost to the City, then as consideration for same, corriniencing after final acceptance by the Cittir of Phase 1) of the SSGI, the City shall grant a credit against the City"s wastewater Impact Fee on a per connection basis for at I connections for which a final plat for the Land or a portion of the Land is recorded after final acceptance by the City (-if Phase D of the SSGI equal to the portion of the CiLvs wastewater impact fee associated with Phase D of the SSGI (I-)ut not including costs associated with Con.sent Ag.(�enient Williamson County NUIA-) 30 P agge 38 Fint 11 4 replacement or refurbishment), which credit may only be applied to the City's wastewater Impact fees paid for developnient within the Land. Notwithstanding anyt1iittg. to the contrary in this Agreement, the total amount of the wastewater impact Fee credit granted for Phase D of the SSGI (.,,) shall not exceed the actual design. and construction cost of Phase D of the SSGI, and (ty) shall not be given to more than 730 wastewater service connectiorts, 10.03 Phase D Fiscal Security. To secure proper desio and actual completion of Phase D of the SSGI in accordance with the terms of this Agreement, at least five (5) days before the last day for the District to adopt an order calling any election for the uniform election day in November 20-15, Owner shall post and maintain until the date on which the City finally accepts Phase D of the SSGI for operation and maintenance, fiscal security in the form of an irrevocable Letter of Credit substantially in conformance with ixhibit N and reasonably acceptable to the. City and issued by in institution that has the minimum acceptable rating established under the City of George tovvn's financial institution rating syst(-,�ni in effect at the tiroe the Letter of Credit is issued, in the amount of ONE MILLION THREE HUNDRED THOUSAND U.S, F)01,,,IAPS (51,3000,000-00) (the "Phase D Fiscal Secwity"). The Parties understand and agree that as of the Effective Date, Phase D of the SSGI has not been designed or bid and that the amount of the Phase D Fiscal Security stated above is a rough estimate and that the amount of the Phase D Fiscal Security may be more or less than the amount stated above. Therefore, Owner agrees that, it shall remit a new or replacement letter of credit for the Phase D Fiscal Security within. ten (10) business days after issuance of the notice to proceed to the contractor for construction of Phase D of the SSGI in the amount that is equal to one hundred ten percent (110%) of the contract price for completion of construction of Phase D of the SSCJ1 as stated it) the final, exec ited construction contract documents. tO.04 Drawsan the Phase D Fiscal Security. The City shall be entitled to draw on the -Phase D Fiscal Security any time after January 1., 2017, If the City does elect to draw can the Phase D Fiscal Security, the City shall. use the proceeds solely to con-tplete design and construction, or cause completion of design and construction by a Completing Party, of as much of Phase D of the SSGI as the Phase, D Fiscal Security allows. If the City draws on the Phase D Fiscal Security, the following provisions shall apply: Consent Ageennent Williamson County MUD 30 Page39 (a) The proceeds shall be hetd in escrow by the City until such time ils the proceeds are released to the Completing Party. (b) The City shall remit the sums held in escrow pursuant to Section 10.04(a) to the CompleLing ParLAr no later than thirty (30) days after the City's final acceptance (if Phase D of the SSGI for operation arld maintenance by the City or at sucIl. earlier date. as agreedto by the City, and the Completing Party. Provided, ho.'-"vever, that the City shall be entitled to retain all proceeds from the Phase D Fiscal Security if Owner or District fail to complete construction, of Phase D of the SSGI, except that the City shall be required to rearm to Owner or the District, as appropriate, any proceeds of the Phase D Fiscal Security remaining after all costs incurred by the Completing Party to complete construction of Phase D of the SSGI have been paid therefrom. In, such. event, any sums returned to Own -or or the District-, as applicable, shall'noL exceed the amount of the Phase D Fiscal Security. (c) If the City is the Completing Party, the City slIall have no obligation to commence or complete Phase D of the SSGT before the Phase, D COTTIMenCenlent Date or the Phase D Completion Date, as appropriate. 1 U5 Limit on Wastewater Connections, Limit on Development Approvals, Owner shall not submit an application for and the City shall not appro-ve any prelitninary or final plat or any other development or plan review application for any portion of the Land that (a) requires a lift station. or any other non -gravity in( mns for the provision of collectivized wastewater service; or (b) is to be served by on-siLe sewage facilities (septic systems), it being the intent of the Parties that wastewater collection service be provided, to the Land solely, via gravity lines corinecting to the SSGI. Notwithstanding the foregoing in this Section, the City agrees to consider reasonable requests by Owner to install individual, privately -owned grinder put -tips to extend wastewater service to single lots where necessary due to topognaphy. 10.06 Info-rmation Transfer, If Owner or District fail to comply with the terms and conditions of this Article X, Owner or District shall, within seven, (7) days after the date of receipt of Notice from the City, provide the City the following: (a) a fully executed, recordable Right of Entry document in form and substance reasonably acceptabte- to the City (the "'Right of Entry") Consent Agreement Williamson County MUD 30 Page 40 Fitul 111;x`)1)1 which Right of Entry shall, in part, authorize the City or a poten6-rfl Completing Party to access and work on such portions of the SSGI as are reasonably neec_Nssary to permit the City or its representatives or designees to desi, gn and construct Phasck C-2 or Phase D of the SSGI in accordance with this Agreement; and (b) in electronic and hard copy form, alt current design documents including but not limited to surveying files, engineering files, design calculations, temporary and permanent easements, field notes, construction casements, and access easen-tents; and (c) copies of any and all recorded or unrecorded casements in existence as of the date of the Notice in a form acceptable to the City; and (d) the executed Phase D Easements accornpzinied by rnetes and bourids descriptions and surveys. 1 U7 Wastewater Service to Third Parties. Owner and District are prohibited from providing wastewater service to any third parties or to any land other than the Land, and from obtaining wastewater service fr(--)ni any entity otl-Ler fl -Lan the City. The City agrees to provide wastewater -,(:ary ice for development within, the Land Linder the tern -Ls and conditions of this Agreernent.The City further agrees that, upon the payment of the City's Waste -water Impact Fees as requixed by this Agreement, the City will guarantee service from the City's wastewater iLtility system for the portion of the Land for vdiich impact have been paid in accordance with, this Agreement. ARTICLE XI SERVICES 11.01 Water Services. Retail water service to the District shall be provided by the entity that has the right to provide retail water service to the Land under the Texas Water Code and TCEQ rules, 11.11'? Wastewater Services. retail wastewater service to tlie Dist:rict shall be provided by the City in accordance with this Agreement, Retail customers within the [,,,and shall pay the applicable sewer rates for (-ustomers, located outside the city limits. Consent Agreement Williamson Cotinty MUT) 30 Page 41 rillal I V511�014 11.0-11 Garbage Services. Garbage pick-up services shall be provided by the City's solid waste services provider, and customers located on the Land shall be Tier 11 Customers, as set forth in the Citys Code of Ordfi-iances Section 13.04.180. 11.04 Police, Fire and EMS Services. The District, at its sole expense, may provide, or cause to be provided, potico, fire and E\4S services to serve the Land, and the City shall have no responsibilfty for providing those services. 11.05 Street Lighting. Owner will construct street lighting within the bouridaries of the District in compliance with the applicable standards of the electric service provider for the Land. The District will operate and maintain the street lighting within its boundaries. 11.06 Fire Hydrants, The District shall maintain any fire hydrants that arc a part of the public watersy.stern serving the Land. Owner agrees that restrictive covenants for the Land shall require that any privatcly-owned fire hydrants, such as those located within commercial developments, including apartment complexes,, that are located outside of an easernent conveyed to the retail water service provider for the Land shall be owned, operated, and maintained by the owner of the property on which the hydrants are iocatcm. rhe restrictive covenants shall also require that commercial property owners perform maintenance of all privately -owned fire hydrants (in their property in accordance with the retail water service provider's or the Cit�r's maintenance recommendations. The Ci�w shall have no responsibility for maintertance of privatoty-owned hydrants, but may inspect sucl-1fire, hydrants and require the reservation of appropriate easements on all properties on which privately - owned fire hydrants will be located in order to allow the applicable fire service provider Lo access the fire hydrants for fire -f ighting purposes. 11.07 Services Outside the District, The District sl -tall, not be authorized to provide water, wastewater, garbage, fire, police, EMS or other services outside the boundaries of a District without Lhe express written consent of the City Council, at the City Council's sole discretion. ARUCLE X1.1 ANNEXATI[ON' 12.01 General. "t"he Parties acknowledge and agree that the Land ties wholly within the City's ETI. The Parties further acknowledge and agree that the creation of the District, ar-id the City's consent thereto, are for purposes that include Consent Agreement Williamson County \4 GD 30 Pate 42 ZZI Final I PiL'014 proll-oLing the orderty development and extension of City services to the I -and upon annexation. 12.02 Filing of Notices. Within thirty (30) days after the District Creation Date, the District shall file in the real property records of Williamson Co-Lmty: (1) a notice in the form required by Section 49.452 of the Texas Water Code; and (22) a notice in the form of Exhibit L attached hereto stating the extent of City services and thaL the City has the right to annex the Land subject to the ternis and conditions of this Agreement and the Strategic Partnership Agreement. 12.03 Partial Annexations by City. Owner and the District agree to cooperate with and assist the City in annexing one or more areas in the manner prescribed by law which does not rc!st.11t in the dissolution of the District, each of which areas shall not exceed the minimum width limitations imposed, by law, as reasonably necessary for the City to connect areas to the City that are outside the District that the City intends to annex.; provided that zany, such ant-texation by the City shall not (i) result in ad valorem taxes of the City and the District being h-wied on any property within tlac- District that is owned by non-governmentat entities or (H) otherwise conflict with applicable taw. 12.04 District Annexation by City. Except as otherwise provided in, Section -12.03 of this Agreement or in the Strategic Partnership Agreement, the City agrees that it --,hall not annex for full purposes any of the Land within the District until the earlier of: (a) the expiration or termination of this Agreement between the City and the District; or (b) the tenth (10,11) anniversary of the date of the first issuance of bonds by the District; or (c) the date that the District has issued bonds to reimburse the Owner ,for nineq, percent (90%) of the Public Infrastructure eligible for reimbursement under applicable laws or TCEQ regulations and this Agreement. On full purpose annexation, except as otherwise provided in this Agreement or the Strategic Partnership AL-reement, the District shall be dissolved arLd the City shalt 0 assume the obligations of the District, including the obligafic)n for the payment of the District's outstanding debt obligations, subject to the terms and conditions of this Consent Agreen-tent Willian-ison County MUD 30 Page 43 Had 11!5!2014 Agreement. OWNERS, DISTRICT AND ALL, FUTURE OWNERS OF THE LAND (INCLUDING ENI-BUYEICS AND OWNERS) IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE ANNEXATION OF "ITTE LAND IN'ro'ruff*. CORPORATE LIMITS OF4119 CITY IN ACCORDANCE WITH THIS AGREENIE, NT AND THE STRATEGIC PARTNERSHIP AGREEMENT AND WAIVE, ALL OBJE.01ONS AND nons'ts TO SUCI-I ANNEXATION. THIS AGREEIAENT SHALL SERVE AS THE PETITION OF OWNER, DISTRICT, AND ALL FUTURE OWNER -5 A -ND OWNERS TO ANNEXATION OF THE LAND INTO THE CITY IN ACCORDANCE WITH THIS AGREEMENT AND THE STRATEGIC PARTNERSHIP AGREEMENT 12.05 Zoning on Annexation by the City. Contemporaneously with the -u-triexation of anv land witl-Lin the District, the City staff will support zoniiig of any undeveloped property within the District consistently with the land uses set forth, in the Land Phu -t, and support zoning of all developed property consistently with the land uses in existence on the date of the annexation. I 12.06 Annexation by the District. The District may not aiviex any additional. land into its botmdaries without the prior Written Consent of the City council. ARTICLE X111 AUTHOIZITY 13.01 Authority, This Agred errient is entered into under the statutory authorft�,, of Section 54,016 of the Texas Water Code and Sections 42,042 i1nd 2111"72 of the Texas Local Goven-trnent Code. The Parties intend that this Agreement guarantee the continuation of the extraterritorial status of the Land witl-dn the District; autliorize certain general uses and development on the Land; provide for infrastructure for the Land; specify the uses and development of the Land after annexaticnT, and provide other lawful terms and considerations relating to the Land. ARTICLE XIV REPORTING 14,01, District Information to be Provided to the City. The District shalt provide a copy of the following documents to the City Secretary, Plalu-ting Director I and Utility Director in the manner provided in Section 16.01 of this Agreement pertaining to Notices within the timeframes specified below: Ccmsciit Agrconent Wilkinison Uiunty MUD 30 ,Page 44 Final I Ui?12014 (a) �_geitda�s-. a copy of the agenda for each meeting of the District's Board concurrently with the posting of the agenda at the Wltliamson County Courthouse. (b) Minutes: a copy of the minutes of all meetings of the District's Board and of any comnuttees or subcommittees created by the District's Board within ten (101) business days, of the date of approval of such minutes 'by the District"s Board, committee, or subcornmittec,,, as applicable. (c) Tax Rate. a copy of each order or other action setting an ad valorem tax rate to the within ten (10) days after the District's Board adopts the rate. (d) &dggLLs. a copy of the District's budget for each fiscal year Ivill-lin five (3) days after approval of each budget by fl -to District's Board. 14.'0 Financial fro rm ancy Affidavit, Financial Report or Audit,. The District shall file a copy of its annual financial Bort-nartcy affidavit, annual financial re -port or annual audit of its debt service and general fund accounts, whicl-tever is required under the Texas Water Code, with the Finance Director, within ten (1 0) days after approval of each financial dormancy affidavit, financial report or audit by the District's Board. Any audit must be prepared by art independent certified public accountant. 14.03 Other Documents. The District shall provide copies of any other material event notices filed under applicable federal securities laws or regulations to the City Secretary, City -\/tanager, and City Director of Finance WithiTI thirty (30) days after filing such, notices with the applicable federal agency. ARTICLE XV TERM, ASSIGNNW.NT; BREACH AND RE NIEDIES 1-5.01 Tern -t. This Agreement shall be effective from the Effective Date and shall continue in effect until the District is annexed and dissolved, and its obligations are fully assumed by the City; at the City's sole election, or until terminated as otherwise provided herein, or in writing by mutual agree-ni,ent of the City and the District. 15,02 Agreement to Rim 1VAI-I the Land; Assignment. CorisentAweemont 1-Y Willianvon County -,AUD 30 Page 45 Final 11,151!014 (a) The torn -is of this Agreement will run with the Land, and will be binding upon, the Owner aiui its permitted assiglis, and shall survive judicial or non- judicial foreclosure. (b) Neither the District nor the City may assign t1 -lis, Agreement WithOLLt the written consent of at] of the other Parties. (e) Owner, as Owner, has the right, from time to time to assign this Agreement; in whole or in part,,, and including any obligation, right, titter or interest of Owner Linder this Agreement toy the District (after the creation of the District has been confirmed at all election held for that purpose) and after the District has posted the Phase D Fiscal Security required by Section -10.0.3 of this Agreement in a form and arrioual reasonably acceptable to the City. (d) 0,c,vner, as Owner, has the right, from tirne, to tin-te to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement to a nor -lender person or entity (an providing the following conditions are met: (1) Assignee is :a successor owner of all or any part of the Land; (2) if applicable, Assignee has exectite'd a Partial Assignment of Receivables in substantially the form attached hereto as ExJ,Jlfit K and has executed the Strategic Partnership Agreement (3) the proposed form of assignment is substantially in compliance with the form of assigiu-nent attached as Exhibit M; (4) documentation that Assignee expressly ass-urnes, in the assignment any assigned obligations and expressly agrees in the assignment to observe, perform, and be, bound by this Agreement to the extent this Agreement relates to the obligations, rights, titles, or interests assigned; ai-rd (5) if applicable, documentation that the Assignee has posted the Phase D Fiscal Security required by Section '10.03 of this Agreernent iri, form and amount reasonably acceptable to the City; and (6) a copy of the executed assignment is provided to the City withiji fifteen (15) days after execution (collectively, the "Assignment Conditions") with documentation evidencing compliance with the Assn g ,nment Conditions. From and after the date a copy of the executed assignment is provided to the City, and if the Assignment Conditions are each satisfied, the City agrees to look solely to Assignee for the performance of aft obligations Cmsent Agrec-n-tent Williamson CountV MUD 30 Page 46 Vinil 1 U-5,0014 assigned to Assignee and agrees that Owner shalt be released from perforMing the assigned obligations and from any liability that results from the Assignee's faitu-.ie to perform the assigned obligations. No assipment by Owner ,;hall release ON�er from any liability that resulted froin an act or omission by Owner that occurred prior to the effective date of the assignment unless Assigrice accepts such liability as part of the assignmC.,mt. Notwithstanding the foregoing, except as expressly allowed Linder Section 1-5.02(e) of this Agreement, Ovn-ier shall not have the right to assign this AgTeeMcnt, or any right-, title, or interest of Owner Linder this Agreement, until the District has, become a Party. (e) Owner, as Owner, has the right, from time to time to assign this Aareement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement to a holder of any obligation or debt of Owner or any successor owner of all or any part of the Land or this Agreement secured by any mortgage, trust deed, collateral assignment, security interests, lien, or other encumbrance, and any amendment or modification of the terms thereof, including, without limitation, anv extension, renowal or refiri-ancing thereof (a "'Lender") witfiout the City's prior written consent. Owner shall provide Notice to the City of any I.ender assignment within fifteen (15) days- after execution of the assignment with a copy of the documents and instruments creating and governing Lender's interests and rights. No assignment by Owner to a Lender shatt release Owner from any of Owners obligations under this Agreement., the Partial Assignment of Receivables, or the � trategic Partnership Agreenient. (f) Owner shall maintain written records of all assignments made by Owner (including, for each Assignee and Lender, the docurrientation demonstrating compliance with the Assignment Conditions, and including a copy of cacti executed assignment) 0 and, upon written request from any Party, Assignee, or Lender shall provide a copy, of such records to the reqUesting person or entity. (IT This Agreement is not intended to be binding Li,pon, or create an LI) 0 y encumbrance to title as to, any ultimate consumer who purchases a Consent Agreernent Williamson COLL11t)� MUD 30 Page 47 Finny 1 Us,'201,j fully developed and improved tot withh-i the Land, nor is it intended to COnfOr Upon such person the status of thdrd party beneficiaries. 15.03 Notification of Breach, If any Partrt corrunits a breach of this Agreement,, the non -breaching Party shall give Notice to the breaching Party that 0 describes the breach in reasonable detail. 15.04 Cure of Breach. The breaching Party shall be allowed thirty (30) days after the date of the Notice to cure imy breach that can be cured by Ole payment of money ("Monetary Breach"). For w-ty breach that is not a -'Vlonotary Breach, the breaching Party must commence the cure of any non -Monetary Breach specified in the Notico within thirty (30) days after the date of the Notice, and thereafter diligently pursue such cure to completion but, in no event longer than nineq,-, (90) days after the (late of the Nlotice. 15.05 Limitations on Actions During Cure Period, No Bonds shall be issued by District and no development approvals pertaining to the Land shall be granted by the City during any cure period described in Secti(-,)n 15.04 of this Agreement, The Cityshall have all rights to enjoin the iSSUance of Bonds, and shall have no obligation to process or approve development applications, during any pericid Which default or breach or failure remains uncured. 15.06 Remedies for Breach. If the breaching Party does not cure the breach within the stated period of time, the non -breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, seek any relief available at law or in equity. Provided, however, ulama lges, if any, to which any non -breaching Party may be entitled shall be limited to actual damages and shall not include special or consequential damages. 15.07 Cooperation. Ln the event of any third party lawsuit or other claim relating to the validiLT of this Agreement or any action,.; taken hereunder, the City, the Owner, and the District agree to cooperate in the defense of such suitor claim, and to use their respective best efforts to resolve the suit or ctai m without din druttion fi-i their respective rights and obligations under tl-ds Agreement. Consent Agreement Williamson CoumyMUD 30 Page 48 Final 1 ti5�'2014 ARTICLE XV1 NUSCELLANEOUS PROVISIONS 16.01 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified wid, with all charge,-,, prepaid; or (4) by depositing it with Federal Express or another delivery service guaranteeing "'next day deliven,", addressed to the party to be notified and with all charges prepaid; or (iii) by pensonally delivering it to the party, or any agent of the party listed in this Agreement. Notice by United States mail will be effectivo e n the earlier of the 1, date of receipt or three ()slat=s after the date of mailing. Notice given in any other manner will be effectivw e hen received. For p urposes of notice, the addresses of the L parties, until changed as provided below, will, be as follows: City: City of Georgeto-wri. 113 F. 8':' Street Georgetown, Texas 778626 Attn: CiLy Manager %lith a cots it to: City Attorney 113 E. 811, Street Georgetown, Texas 78626 ALtm City Attorney 0xvrier:ZAMIN-,, L.P. 6002 Camp Bullis Rd San Antonio, TX 78257 Attn: Dr. G. Pngl,-i With Copy to: Athona Domain, [nc. 17503 LaCantera Parkway Suite 104-451 San Antonio, TX78257 Attn: Rajoev Puri District: tZonald J. Fr(-,!eman Freeman &- Corbett 8,500 f3luffstorle Cove, Ste. B-104 Comient I A-I-eeinent 0 Williamson Comity MOD 30 Pagt� 49 Fimil 1 1 1-':21)44 gender may include the feminine or neuter, and the singular may include the plural, and vice -versa. The Parties acknowledge that each of them have been actively and, equally involved in the negotiation of this Agreement, Accordingly, the rule of construction that any ambiqUitieS, are to be resolved against the drafting party- shall not be employed in interpreting this Agreement or any exhibits hereto. This Agreement may be ONOCLIted in any number of COLInterparts, each of w-hich shall be deemed to be an original, and all of which shall tc)gether constitute the same instrument. This Agreement shall become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the Parties. 16,06 Tin-te. Time is of the essence of this Agreement. to coinputing the number of days for purposes of this Agreement, all days wilt be counted, including Saturdays, Sundays and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday, then the final day will be deemed to be d the next day that is not a Saturday, Sunday or legal holiday. M07 Notice to End Buyer. At the time each prospective End Buyer contracts for the purchase of a tot or a home in the District, and at the time each End. Buyer closes on the purchase of a lot or a home in the District, the setter shall give the H.nd Buyer the disclosure notices required by Section 49,452 and 54.016(h)(4)(i) of the Texas Water Code as welt as the notice attached hereto as Lxhfffil L. For the purposes of this Agreement, the Parties agree that the term "End -Buyer" shall ineart any owner, Owner, tertant, user, car occupant of any part of the Land, regardless of proposed use, for which a City -approved final plat has been recorded in the plat records of VVilliarnson County. This obligation of sellers of real property to give notice shall tae covenant and shall run with the land. A memorandum of agreement setting forth this obligation to give notice shall be filed of record in Williamson County, Texas M08 Authority for Execution. The City certifies, represents, and warrants that the exe.!cution of this Agreement is dulN,, authorized and, adopted Irl conformity with its City, Charter aiid City ordimuices. The Owner hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles, of incorporation arta bylaivs or partnership agreement of each entity executing on behalf of the Owner. 16.09 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A ,and raaetes and bound,,; desgjg!j2a___" Consent Agreement Williamson County 4IU0 30 Page 51 16,10 Recordation. This Agroemerit shall be recorded in the records of Williamson Courtty at Owner"s expense. Owner shall obtain and record subordination agreements for -u-tv lender hens or security interests that are prior to the time of recordation of this Agreement. [THE, BATANCE OFTHIS PACT IS INTENTIONALLY BLANK.1 [SIGNIATURE PAGES hVIA-1EDIATELY FOLLOIAQ Consent: Agreement Williamson County MUD 30 Page 52 1) nal It I'5!2014 IN WITNESS WFIEREOF, the undersigned Parties have executed this Agreement on the dates indicated beloAv. ClIFY: CITY OF GEORGETOWN, TEXAS Bv: Dale Ross, Mavor i_ Date: 1p5j;_>s' M Breffle, City Secretary I AI'�l� OVED AS TOTO-]�-Nl- 0 p' k ' Bridget Chia man, CAA P ttornoy S'l"A'I"E OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of Lam is K—:12--, 201, by We Ross, Mayor of th(,City of GeorgeLowiL, Texas, a home-rLde cit -y, on behalf of the City. 3ESSIGA ERIW eRETTLL N Fiy PU6fj O-TAFjy PUBLIC ()i Teras EAP, 06-01-201!5 ro�n Consent Agreement Williamson Countv -MUD 30 Page 53 1 -1 -ml 31,61 014 N r 'P ,ublic SignatLtre r �4 P LVecd Name: Wk, �bf± Nly Commission Expires: OWNFR: ZA.MIN, L.P., a Texas limited partnership By: Gur Parsaa(i Management, Ll C, a Texas limited liability company, its gerteral, partner GR Singh, President Gur Parsaad Management, LLC Date: 5FATE OF COUNIN OF This instrument was acknowledge(i before me the d, cit -i, in his capacity as President of Gur Pars 2014, by G.P. Sin -1 aad 0 -NAanagement, LLC, a J*exas limiter l liability company, the general partner of AMIN, L.P., a Texas fin-dted partnership, on behalf of ZAMIN, L,P, JONI L. WARREN Notart Pulc, State of Texas 0W-M-olasion Expifes # e C,, FObruafy 24, 2017 Consent Agreement Williamson County NIUD 30 Page 54 Firat 11 13",N)0 Notary Public Sipature Printed Name. 7 MyCominds-sion'Exp1res: DISTRWT: WILLIAMSON COUNTY -MIUNICIPAL UTILITY DISTRICT N. 30 By: Narne: Title: Date; A"I'TES'I': Nartle. Title: 51"A"VE OFTEXAS § COUN'ry OF WtLLIAMSON § This instrument was acknowledged before me tile (lay of 201, by . President of, Williamson County lMunicipal Utility ]District No. 30, a special, district formed, and operating under Chapters 49 and 54, of the Texas Water Code. Notary Public Signature Printed Name - My CommissionExpires: Consent Agreement Williamson County MUD HCl pale 55 Final 1115;20 14 EXHIBIT A Metes and Bounds Description of the Land EtYHMI &.t " A " KW0 qq: , t q;;i Titan 106.00C, AMES 2M71r, Lr l+c"rtt'i RY iPa.IMBPI JOB NO. 109068-00a rNI. 110. 10-171; {t<`•l ;TWST 2n 2M OF 10.(3„000 AMS•. OF LAND i.7ti'N' OF TIJE :-':�MCM DONAGAN SURVEY, ;v TRACS M. 1.16, SITUATED IN WTITjIAASGN is COUNT 1, TEXAS, BET14G A i'OrV!10tl (I THAT C3::%t` IM4 192.314 AC,t2C TMCT OF LAND COt'iSIEM-t) T. 0, T'AR : O 1�0, LTD., BY TEED t1C 12C:t"ORD 10 Car3t:atPSgNT NO. 2007 0142,19 g ,01" THE i Frlt;llk . PUBLIC WEC:C.RCS GT W-,-"LaAiI3Ch e-CIC-NTY, "LEX49r IATD 106.000 ACRZS EBBING MORE' E"r RTr ,-..IaL.?tFtLY 02-5CRIBED BY t!Ga.'t 5 .M41) BOUNDS AS ta':?Z.T,OVISt BEGIMING, at arc axle: h.00nd in Ubegout he::„W right- of -way line, of State Itllahway 29 (;1001 R.O,W. , beim the northeasterly coxae--, of that c~e Lein, 73.74 sc rfa tract of land ccnv(,=yaci to Dermis Chalman Jr. and wife 9('a r. -o . Chapman, Ivty: beed of Recsca d in Document No. 9545414 of 6al=:.t OfElaital 11031,1c r1ox the ror,tlhwe,t,ar.ly corner of said 1.92,314 acre .ra^t an„! hea:eef: THEME, w t'n naid dor thorujy ri gh,;.. of- Njay �itce of St::t t W_glrluray 29, being thenortherly iirt of s ;.d, acre tract -L fr :he .it71.1.G7a"ing ttatr*t-� c.0urse5.. a."7C� =e.Jisi.+:nce-s. 1}$3201 '» 11E, a dxs .ancc of i'eet to a ctancaged fiX uT coitoz;jLe morrtument found fear the t. okitm ca:® c;srr vat ure of a none. tangent curve ..o the tCal vF 0 Along said curve to the l.c FV having ea radiun of :a t"7V 5r teat, a central anye of 04)'22159", an arc length of X 42.1. feet and a tat?C:+.t'Cf whi & bears $134'38102"B, a distance of 4,12.02 feet to a 1/2 ia'cc h i:,ton rod w,1-1,6 c.ap set for thQ end of said curve to the left; 3 j 8 6' 51123"[:, a dlst:4m.c-� c; £ M,04 Cara to a iron rod with calx spat at the northweat;exly co rear. of that certain 1.55 recd tract of lard rorrveyed to Gary Wayne ne Carp enter: and wife ltanel.a t*iax_t. :'a r;>entet, by Deed of Record in t .a",tuime 641, par a 662 of ;Aie Deed it cords of Will arnson Coutttyr, 'Tex aa, for t tri rrtrrt:2:�ast:c,":I.Y* cc.rwrcerr of said 192,31acres {wract and hereat:, TIam{'m «S220t.I' SVE, jeaving 1ra:i.x southerly xst.gbt--oc*":vay later of State HIghwayr .29, along the terced westerly link or sant 3.65 acre tract., being a r-lortion of the e�_r;terly ,t..f.ne cat; said !(M.314 acre tract and hereof:, a oast=ince of 561,54 .suet to a 1/2 inch iron roc; found for the iiou--lweste rly <-.o nerr of` '5ai'-.1 31.65 acre t: -act, bei'n the northwesterly cornea: of that cox" -a n 11-0 acres tract, cal; Lard conveyed to Stephen W. Turner & wife, :� Izlnc: R. :t?ttz:tu , by Deed of Record .in Coconem ?)o. 2002023528 jai; raWct Offidial PSLblic Records, °,L`HL'SUE, 8212'58'23"E, alcn,t t sTv fenced, we surly lire cs1i .l. to acrr tVz I 'U, belrc3 � portti.on r.,) the cerate � S.a'ta3 .� saizlSaI.92.311 4c re tract and heraof, a of 393.31 -' eet to in jron rod found for the Sou*':IwL"';retJY Corner of said J.0 acre tracts, also boinq an angle point in the wasterly Une of Lhjtt Contain 32a1.00 .kcre tract of land, conveyed to Laredo TWO, Ltd., by Decd of Record lri Docuillelt No. 20070 4271 of said vffioial }ul•13:c Records; 'I'DEMM, along the. wnsterly linl� fit said 321.00 acre troet a,-, 'rowid fenced and Used 01) tnr gx;ound, too a poxti a�n of ti5s: easli:Irly lino of said 192..314 acre tract and hereof, talc foll;oarstjq tthxaa. (3) courses and distances; Y) S22'471400, c Mwance of 16205 lore: to a 1/2 inch l on k'od found, 21 N75' ,7 `25" Eb a distance ea," 6.20 ..ret. to a 1;12 inch a rte) rod found; 31 S15*22, 04 °U, <-a distance of 41—z3!' feet t-.0 a, a ut, on LvV3,ndle Set at Ole beginning of a oon-yangerlt curve to a:o it -,f~, for the easternmost cornea; hureoQ ErCYi "r711il dh -a . /2 Anon i k:on rod found 4or a , at,ci,l e po at in the elatMoc , y line, o i said 192.314 acre tract bea-:a S10221041N, y d:..,.c.anc.r of 1234.41 feet; i'.4MUCS, leaving, .the tremte::rTy line. of said 324,00 :acre tract, over l;,. and across :Saki MOM awe tx4 t, for the ._ast»Cxly and southerly iaaa.os W;d& the fo&owing sixteea (16) courses and distance*: if Along said non -tangent fiur`ve ',co .Jua Ir_tk, ha+zina a radius Liz- 392F.'.88 if :392tw.88 feet, a central angla, of 1G 17 °ilfl"{ as ar-o length o 7t1:5.30 feet, and - chord of which bears S61600024W, a distance of 704.36 foe—:. Eo a 1/2 inch Iron rod with cap tact' at a point of tangency; 1) 15600120"ai+ir a: distance of 07.1:1 feet to a "1/2 inch iron rod With cap sat at all angle P:)Qt f 31 Si W 47 r flat 0% a distance of 12044 4 f art: to a3 1/2 inch iron rod with h c.apsett at an ar : L y point 4) '0Q9:31.32011, a {I,%,s,c dyne of 580,05 feet Lc: a 1/2 .inch i,rtantfd. with czar, acts at oaa ai'Cj.3e point, 5) S34°!.�';':1%, a: distance o =00.97 (o( -,jt_ to a 1/a i.na`h axon rod with tap act at ua:1 wi le, [:+mint', G} S07'511 1311E, a di-st aa,ce of 7'. ail feet to a 1/2 Anch iris roo wiLh cap .tet fox the southeasterly co?:r.oa. hexeof Immm 71 a distance of A6,34 foeV, to a CotLon spiftole seft, at an angle point; 91, N,82053'15"W, a diwLanct; of 115 61 feit to a 1/2 ivich irqn :cod with cap set at an angle, Point; 9) '43V36132"N, a di2tLnce of 272.El- feet Lo, a 1/� .inch iroh rod TIMmCr., along the eaitarly line of said 73.74 acre tract, as Zovnd monumented, fenced, Ard ti ed cn tftt? ground, being in part. the. west er,ly Iiije <xr said 1 -114 aoro txacL aft hexeof, the f 01,101,zing fifteen (15) cours'e-a and r,.;.=tances a ji!itanci of 1,49.04 feet to � 60d t'014nd in ;-4 re d,11 fence, post; 2) N:�()60613e,"r5l, a dipLance of i0.7? f;auL Lv a GOd nall fou.nd in a Cedat fence post; f WIstanoo, of 123.11 to a. 60d aa -'U oun d in a 15" CtWF�r Tree, with cap set at an aagle point, 10) N27"21125"V,4, a dis%-,;situ of 172.95 feet to a 1-12 Lne). iron rod with cap, set a' t an angle poirtt,: 11) 561'32''14" , a distance of 1.33,64 test 'to a Cotton Spnd],e set at an anqIe po,�*,nt, 12) SWOV39'Fl, a distance o4 1,52. 614 feet to is cotton Spindle set at an anqle Point, a diotaao(i of 622.67 EOZL Lo a 1/2 inch iton rod wj,t1,-, cap eez. at a,.,i angle point; 14) N65-38147-0, a distance of 03A4 feet to a cot.*,ton spind-le set at an anqle point; 1.5) 04"C', a distance of 1'59.64 'eaL to a 1/2 inch iron rod with cap set at art angle po-;AL; 16) iiistanen of, 1,45,97 foat to -q ca d nail found -I'n an 1 8' 31m re is t'.1te eastetiy of T si iv, ','1 .74 cr 3 a c- t react., be:i,ng '-he vrer;i,.erly line of 3tMid 1-92.315 acr(! tract, fox the southwesterly corYktr hereot, frorr, 14hich -1 God' n-ai.l found i'l 'm IV Irrr rreo ",or ar. atzgle uoin*- in the We lir m of said 192.316 acre tract bear,-, a di st-aace of 140.61 eat; TIMmCr., along the eaitarly line of said 73.74 acre tract, as Zovnd monumented, fenced, Ard ti ed cn tftt? ground, being in part. the. west er,ly Iiije <xr said 1 -114 aoro txacL aft hexeof, the f 01,101,zing fifteen (15) cours'e-a and r,.;.=tances a ji!itanci of 1,49.04 feet to � 60d t'014nd in ;-4 re d,11 fence, post; 2) N:�()60613e,"r5l, a dipLance of i0.7? f;auL Lv a GOd nall fou.nd in a Cedat fence post; f WIstanoo, of 123.11 to a. 60d aa -'U oun d in a 15" CtWF�r Tree, EWA A 41 W0 242'18 -W, a disWco ot 115.80 fee: to a 6110 pail found 34, a 6" Qvo Oak Tree, 5) 110009050, 0 f1stance of 135.91 f. t to xo krcxi found; 6) t -, c. L, of 24.19 !!eat to an roz) tr;und; 11 a disb0rco of 23t3 t,a feet to an jxon,rod found; a) UOKWA30, a disw=e of 50.51 feet to aii iron rod foyad, 0) 0000103"S, a dianance of 7G12 feet to en Iron ��'d nurld� IN N10244059dE, a Wta=e of 11-71 feet Lo a 60d oull foind Q a 12' Triple Ceder Tree; 112 a distance of 121.131 feet to a 600 OKI found in o 8" Cedar Tree; 12) fusud in N0 2650'32 -S, a dista"ce of W.68 feet to a 60d W! a W" Live Oak Txy"; a distance oE 114-90 feet cc a 60d nail found in as Ll" Cedar Tree, III W00002'11W, a distance of 19.72 feet no a 1/2 inch iron rod four -d at a fenve C:ornar post; 15 NO2,50,09"N a Inance of 13".16 feet to the VWXT or ZZWORTNIG, ct;Ataininq an axea of 106.000 ac= 0,617,312 So. FT.) K land, more or less, within tKese metes and bonnW SEW= 33=0 `.PAIS W& OF 88AR&W IOU TAIA BORVEY IS TnE TEXAS COORDIWATE SYSTEM, VAW3196) CENIRAL ZOW, ZSWOLISHISP W W OPUS SOLUTION OWN(i CORS STATLOWS OIW1r0, Ar'463S, DEZS999, 71*'4062, CE5999. 1, JORN T. HJLNOtWl, P WISTITWO PROFESSIONAL LAND SURVEYOR, W 81RElY STAIE THAT TRES DnSCRIMON IS WSED UPON A SURVEY WE 0*111 "TIE, GROWD BY 81UR1"-PAUTNERS, nlc. I DURI%J13 lill"IF" 'IONTH (1)1' AUGUST 201G. 2:11, WEST SWXTIJ STREZT, SUITE 600 AQVIN, TZXnS 7170 178-685 ACRES GALO PROPERTIES CHAPMAN TRACT FNNO. 07-753(AJM) NOVEMBER 27, 2007 BPI JOB NO. 1640-19 OF 138.685 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NO. 178, SITUATED IN WILLIAMSON COUNTY, TEXAS; BEING ALL Of' THAT CERTAIN 73.74 ACRE TRACT DESCRIBED IN TIME DEED TO DENNIS CHAPMAN, JR., AND WIFE, KAROL CHAPMAN, OF RECORD 114 DOCUMENT NO. 9545414, OF THE OFFICIAL RECORDS Of' WILLIAMSON COUNTY, TEXA9; ALL OF THAT CERTAIN 104.195 ACRE TRACT DESCRTBED IN THE DEED TO DENNIS L CHAPMAN, JR. AND WTJ!-Fi, KAROL C. CHAPMAN, OIF RECORD IN DOCUMENT NO. 2001,030778 OF TliE OFrICIAL F)r,'JSI,IC RECORDS OF WILLIAMSON COUNTY, TEXAS; AND ALSO BEING ALL OF THAT CERTAIN 0.02 ACRE TRACT DESCRIBED 1N T14E DEED TO DENNIS CHAPMAN, JR. AND WIFE, KAROL CHAPMAN, OF RECORD IN DOCUMENT NO. 96418I.P711, OF SAID OFFICIAL RECORDS; SAID 178.685 ACRES BEING NONE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING, at -an ax�e found J,n the southerly right-of-aay line of Strata Itighway 29 {1 01 R.Q.W), for the northeasterly cornex of said 73.74 acre tract:, being the northwesterly corner of that certain 192,314 acre tract described in the deed 't,,,) Laredo WO, Ltd. , of record in Doc;ment No. 200'1014289 of saki Official Public Records, for the northeasterly corner hereof, from which a TXD0T concrete monument, found 2!.n the said soutberly right-of-way line, for the L o1nt of curvature of a non -tangent curve to the left, bears S82 26'56"E, a dista-mnce, of 528.21 feet; THENCE" leaving, said sotxtherly right-of-way S00'37, 11-ne, along the ,viesterly line of said 192.314 are tract,, being the easterly line of said 73.74 acre tract fonnd montimen'ted, I-enced, am -td used oft the ground, for the easterly line hcareof, the following 1-,wanty-three (23) courses and distances: a distance 1) S02`501'0911E, a distance of 1,339.10 feet to a 1/2" -rein rod found at a fence post; iron rod found; 9) 2) SOV'02'11-W, a distance uf 19.-)2 feeL to a 600 nail. found in a 11" cedah: tree; of 238.00 3) 300"38131"W, a distance. of 114.90 feet to a 60d team found in a 1.3" Live Oak tree; S02050132"W, a distanc-e, o 11,68 feet to a 60d nail found in a Fr" Cedar tree.; 5) 500027, 291%,,, a distance of 121.81 feet to a 60d nal' found in a 12" triple Cedax tree; S02"461b8"(k1, a distance o[ 13.-11 feet to art iror, rod found; 7) S00'37, 24"W, a distance, of '16.12 feet to an -iron rod found; 8) S03`41113'1E, a distance of 50.51 feet to an iron rod found; 9) SOO"35'36"W, a distance of 238.00 feet to an iron rod found; FIRM= FN07-Ira3(AJM) NOVEMBER 27, 2007 PAGE 2 OF' 6 10) S0003812111W, a distance of 24.39 feet to an iron rod 4`ound; 111 S00*091315"E, a distance of 135.91 feet to a 60d nail found in 1) S0000(:�12511W, a distance, (.)[ VJ65,27 fe{ t to a 1/2" J.'ron rod with cap found on the high river batik; 2) S00"101 15"E, a (Jistance of 44.12 feet 1,;o a poinL in the approximate cen,:erllnje meanders of the South Saii Gabriel. R I L iver, being southwesterly caraex of said 192.3' 4 are L-Aact, same being the southeasterly corner of sia,ld 73.74 acre tract and the southeasteily oorner herec)f; a 6" LiVe Oak tree; 12)S02045101"E, a distance of 39.40 feet to a 60d nail found in a 15" Cedar tree; 13) S03"11' 51"E, a distance of 123�58fet-�t to a 60d nail found in a cedar fence post; 111) :fit 0`06138"E, a disLance cf 40,77 feet to a 60d oail f'ound in a cedar fence post; 15) 501039'20"W, a distant:e of 149,04 feet. to a 60d nail found in a 18" Elm tree; 16) SOV'08'59-W, a distance of. 140.61 feet �o, a 60d nail found in a 18" Cedar tree; 17) a distance of 96.13 teet I -,o a (10d nail found in a 14" Elm tree; it soo02cj,iqr,f;, a distance of 311.09 feet to a 60d nail --Eound in a 12" Cedar tree; 19) S02*25102'1'1*a, a dis�:ance of -19.29 fe(�I. to ;D 600 nail found it) a 15" Cedar tree, 201 S00`04152"W, a dist.aroc:e of 74,51 :feet to a 60d nail found in a 7" Cedar tree, 21) S02 " 051 5 6"'W, a distance off 31-02 feet --o- a 60d nall found in a 24" triple Pecan Lreiu; 221 S0403214S"W, a distance of 49.08 feei. Lo a 60d nail found by a gate post; 3) S00015154"E, a diatzince ait 374 .43 feet to a 1/2" ircin rod with cap found; THENCE, continiAiig Morig an unfenced portion of L-Iie westerly line. of said 192.314 acre tract, same being a portion of the easterly line of said 73.74 acre tract., for ,-i port.it)n of the easterly line hereof, Lhe following Lwo (2� courses and di.,stances- 1) S0000(:�12511W, a distance, (.)[ VJ65,27 fe{ t to a 1/2" J.'ron rod with cap found on the high river batik; 2) S00"101 15"E, a (Jistance of 44.12 feet 1,;o a poinL in the approximate cen,:erllnje meanders of the South Saii Gabriel. R I L iver, being southwesterly caraex of said 192.3' 4 are L-Aact, same being the southeasterly corner of sia,ld 73.74 acre tract and the southeasteily oorner herec)f; MMM FN07-753 (AM) NOVF,MBER 27, 2007 PAGE 3 OF 6 THENCE, along the approximate centerline meanders of the. South San Gabriel River, being a portion of the northerly line of that certain 314.00 acre tract described in the deed to Laredo WO, Ltd., of record in Docuilielit No. 2007014286 of said Official Public Records, for the southerly line hereof, the following seven (7) courses and distances: 1) M'47001 a distance of 49.27 feet to a point; 2) 374'39"37"'W, a distance of 256.96 ft,,et to a point; 3) S81614'08% a distance of 263.23 feet to a point for the southeasterly corner Of said 104.1.95 tract, same being the MuthweSterly corner of said 73.74 acre tract, for an angle point hereof; eo S80013'36 -W, a distance of 78.80 feet to a point; 57 S77*52,113%, a distance of 332.33 feet to a point; 6) 18010'02", a distance of 171.5-1 feet to a point; 7) M61007130"W, a distance of 590.30 feet to a point for the southeasterly corner of that (wrtain 1104-195 acre� tract described in the deed to Glenna M. Cole, of record in Volume 588, Page 462 of the Deed Records of Williamson County, Texas, being the, southwesterly corner of said 104.195 acre Chapman tract, for the souLhwesterly co:e.'ner hereof; THENCE, leaving said c:enterjine meanders and the northerly line of said 314.00 acre tract, along the common line of said 104.195 acre Cole tract and said 104. 1.95 acre Chapman tract, for the westerly 1 i i ie,- hereof, the- followinq nine (9) course and distances-, 1) 009"4"7' 05"E, a distance of 27V00 feet to an iron rod found beside a fence postj N09'00'49"E, a distance of! 1603.78 feet to a 1/2" iron rod set with cap; 3) M44042'54"E, a distance of 65M feet to a 1/2" iron rod found, 11 S76'32"40"E, a distance ot 5640 fe(i'�t zo a 1/2" iron -.od found; 57 W02*49'40"E, a distance of 310.19 to a 1/2" iron rod f omnd,- 6) N57044'301 a distance of 133,31 feet to a 1/2" iron rod found; 7) S654'05134"i a distance of 400M feet to a 1/2" iron rod f ound; Exhibit A F2 07-753(AtJM) NOVEMBER 27, 2007 PAGE 4 OF 6 8) N63'42'13"W, a distance of '74-1.35 feet to a "fence post found, for an angle point, 9) N02653'36`14, a distance of 2379.35 feet to a fence post in the, southerly right-of—way line of said State Highway 29, for the northwesterly corner hereof; THENC,E, S82030'10"E, along a portion of the southerly right—of—way I-Jue of said State Highway 29, 5ame be.inq the northerly line of said 104.195 acre Chapman tract, a distance of 1392.38 feat to a 1/2" iron rod found for the northwesterly corner of that certain 2,03 acre tract- of land described in the Do�od to Di.,cie Moore, of record in Document. No. 2006041594 of said Official Public Records, being the northeasterly corner of said 104.195 acre Chapman tract ,for an angle point in the irregular northerly line hereof; THENCE, S1°7* 2`48"i4, leaving said southerly right—of—way line along the westerly line of said 2.03 acre tract, sAme being a portion of th(---, easT-erly line of- said IQ4.1')5 acre Chapman tracL, a distance of 523.38 feet to a 1/2 -'nch iron rod with cap set for the southwesterly corner of said 2.03 acre tract, being the westerly most northwesterly corner of sAid 73.74 acre tract and an angle point'. In the easterly line of said 1014. 1,95 acre tract,, and also being the westerly corner of that certain G.02 acre tract descxibed in the deed to Dennis Chapuuin, Jr. and Karol Chapman, of -record in Document No. 9641813 of said Gffl�'.cial Records, for an angle point in the irregular northerly line hereof; THENCE, SW'07'29"E, leaving the easterly line of said 104.195 acre Chapman tract, along the southerly line of said 2.03 acre tract, same being the norLher-ly line of said 0,02 acre tract, a distance of 218.90 feet to a 1/2" Jron rod found for the northeasterly corner of said 0.02 acre tract, saute being the souLheasterly corner of said 2.03 acre being in the westerly line of that certain 3.22 acre tract of land do=n scribed in the Deed to Clint Hawes and wife, Marlane Hawes,,, of record [n Document No. 96-38854 of said Ofticial Public., Records, for an angle point in the north: r,),y line hereof; THENCE, S,06'116115"W, along the easterly Line of said 0,02 acre tract, same beinq a portion of the westerly line of said 3.22 acre Lract, a distancc, of 2.. 1. fee t to a 1/2 inc,)-j jr,,>n rod with cap set in the nortberly line cif said 1,3,74 acre tract, same being th�4- southeasterly corner of sa-ld 0.02 ar-).-e tract, for an angle point - in t1he northerly line hereof; THENCE, along the soLthc-rly and eastrly U.,nes of said 3.22 acre tract-, being a parLion of tjje irregular northerly line of said '73.74 acre tract, for a pcKtion of the irreqnlar nort.-.herly line hereof, the following seven (7) cot:i:ses and distances: 1 S89*24' D"E, a distance of 1.12.653 feet to a 1/2" iron rod fOLIfId -in a fence line.; 2i X89,"22147IF,, a distance of 166.28 feet to an iror) rod found at a 15" Live Oak tree; Exhibit A NO EMB2;R 27, 200-; PAGE 5OF6 3) NC -0'25153"E, a distance of 71.74 feet to a 60d nail Bund in the,fence line; 4) E104"13' 5.711W, a distance of 36.10 t~eeL to as 600 nail found in Cedar; r 5 tl01009' 22„EP as distance of 177.82 f=eet to a 600 nail. found .in a 15” Live Oak tree, 6) N05"12118"E, a distance of 196. 34 feet to an iron rod found in the fence line, 7) N,01 *39' ] 6"E, a distance of 55. 3 feet, to an 1.12" iron rod for -;and at a fence corner on said southerly right-of-way line of State Highway 29, for the -aorther"ast*e,rly corner of said 3.22 acre. tract, same being the northerly most northwesterly corner of ,said 73.74 acne tract, for an angle point in the irregular nc:ax°Eht-rl:y lima hereof; THENCE, ':,82028121"E, along said so t<aerly righ3 "-c�:�z. way line, being a o�. LiOta the northerly 1. i.,r;e of saa:id 73.71 acre tract, ray dist ance of 227.17 tees to the OF BEGINNING, containing an area of 179.751 acres (7,829,959 SO. PT.) of land, more or less; within these inetes and bounds. SAVE AND 9XCEPT THMMOM THEr*OLLOWMG TRACT OF LAND: 1.066 ACRES OF LAND OUT Cela. THE ISAAC tit. NAGAN SURVEY, AFlS'i't'.ACT NO. 178, .SITUA't VD IN t*7ILLIAMSON COUNTY, TE bFsS, BEING ALL "rJ `[FIAT CERTAIN TRACT Or LAND KNOWN AS Gift LTELEY CEMETERY, DEED RECORDING INFOR A"PION NOT FOUND, SAID TRACT BEING S.t.'l."OAJ'ED AI.XOt+iG THE LINE, COMMON TO THE WESTERLY LINE OF THE AFORESAID 73.74 ACRE '1'itAt>T AN THE EASTERLY LINE OF THE AFORESAID 1-011,195 ACRE C HAPMAN TRACT; SAID L066 ACRES BEING tvlC"Ri PARTICULARLY DESCRIBED D BY METES AND BOUNDS AS 1,7'OLLOWS- BEGINNING, at a 1,/2" iron rod found by a .fence cornerc st— ;,it the ocoupie<1 southeastezr?y cart"te-r gat said 1.066 acre tract being an angle point, in ttho easterly line of said 104.19.5 acre Chapman tract and the westerly line of said 13.74 acce kraut, from which an ,ax,l.e found in the southerly r,'J.ght..-oE— way line of State Highway No. 29, for the, northeasterly corner of sa i_(l 73.74 nacre tta:art-. boars i 0901. 1 4 "'"'E, a distance of 3:.12'7.53 l car:+t:, ar;d also i"a~"om which c as 1x'2" 'iron roti with crap found on the eastiirwl. 'fine of arald 73.74 acre Lr"act~, being on t 'he high north bank of the Soili'z h Sain Gabriel; River bears j '1017' 311"E, a d'is(.anct-: of 13119.56 eeL; THENCE, along the fenced sovitherly and westerly 1 .ners of said 1.066 acre tract, being a portion of L .e e.asl.'erl.y line of said 104.195 acre Chapman tract, the following two (2) courses and distances 1) N7 ° 54' 06"W, a distance of 21.1.33 feet to a 1/2" iron roil found at a force corner post, for the s outhwestf rly corner o said 1..06+4 acre tract and angle point in the easterly" line of said 104.195 acre Chapman tract; Exhibit A FN 0 7 - 7 5 -3 (AJL\I) NOVEMBER 27, 2007 PAGE 6 OF 6 2) N120351 33-17, a diatance cf 21,5-69 feet to a 1/2" iron rod f0utld at a fence corner. L _ post. for Lhe northwesterly corner of �ja said 1.066 acre tract, same being in the westerly line of said 73.74 acre tract, fr..= which a 1/2" iron rod found for an angle point in the cointnon Chapman rac tt line cif said 104 � 195 acre - and said 73,74 acre tract bears 012" 1 5911"E, distancc,.� of 120.38 feet; THENC2, -110119 the, fenced nocttler,,ly a!3ter'jy 0 s 1.066 acre tract., being a :�ort,on of the wester, y1ines f sal. I I i rj_ of s.ji 73.74 acre tract, the ft�,Jlowirjq t- 0 d ccjt)rseq and distanc-s: e 1) S76'20'26"E, a d ' i st�Fjrjce�, of 218.35 feet LO a 1/2" iron rod found at a fej-jc�- corner Post, for the northeasterly corner of said 1.066 acre tract and all angle point it' the westerly line Of said 73.74 acre tract, 2)S13"39* 53"W, a dintance of 213.55 feet F to the POINT O REGINNI-bid, containing an arez-t of: of 1an, dnj�.)re or 1,ess, withit,k tttti hese �46,428 SQ. FT.) hese njoteg and boujj(,js. FOR BF-AR-ING BASIS: 71HE BASIS OF 13EAR114CS FOR THIS S(JRVSY IS `THE EXA E TS COORDINATE SYSTEM, NA083 (�6) crNTRAL ZONE, ESTABLISHED BY' NGS OPUS SOLUTION IJSI'N'C- CORS STATIONS DF5370, AF963FI, DE5999, D1°'4062, & DE5999, 1, MARK A, ZIEWTEK, A REGISTEREJ) PROFESSIONAL LAND SURVEYOR, Do HEREBY STATE THAT THIS DESCRIPTION 1,,q BASED UPON A SURVEY MAUE, Otj THE GROUND By BURY+PARTNERS, I,:NcJ- , DURING 'PRE MONTH OF' NOVEMBER 2007. THT, DESCRIPTION WAS ?REPA'RED TO ACCOMPANY A "WAND TITLE SURVEY, BURY + PARTNERS, INC, ENGINEE,�IING-SOLUTIONS 221 w. SIXTH STREET, SUITF; 600 A08TIN, TEXAS 78701, NO. 5683 STAV� OF TEXA EXHIBIT B Sketch of the I an] 5 Y r v I II ti- W � 4 (lit I u s}t l p {+, i ` ov I it 4 { a .l r s " . Apt,."" , I m r k i52 � x- Qwro t t 2 oU a d' wt `jot { lit i _ f M1, € y ✓ rd N /F � �i t 5 �t silo 4 `{ l Y ( `g11112 104 Ivan. dr .°� sM MAK ",.G S S I 2 i t Y sky � � ? Vil pp. PF yy � t l is # !w kaa p < 9 [ a5. 141 anti in, y t. a r t n e s ..' r � § i. 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SL`C'tiilo 155. 15 I,UUv»:: fal (llllt Iii`Irzl„. %Ucl'tktl {C I” `..•i4 It,11! .45 4S Hou:, f, �r51'Mill I pitclu)v 7 I if 11 h5ml&cfi 141'filll =7 Svclioll 1; 11 i`t 1t111r°.."-a I'M ,1111i1 !liikj"c "Sedl+.Ili9 SI If IP1X;.'.1 ,q r1f0111I ;Iimt tic,.tit,nil9 s: if .. ,i<. lc So.Iilrorl 0 tt."Is. .r; ttV,1,GO 'L,£! `sw Ai0l17. -. it .atra> ,t, M1,IIXIti "i ^ i 5ecarP7 I � , r)5 ti ',ttl . ^,. fitr,+I�ttt r1 cFf tw,:tltl 1 t5 ,. 69,01 JI 1 .; l :"=t°: ttt, 1 s U 4 ,.l,lw. !i'. 1515«(11;11 iNj `?4:CItiI %, If it �mldv ;A: 69,(101 rL*l S,2LIl l:i if r) .Xti"A. h"),fCr;+j .+t,i `,...,1, t1 lek_ 17a 4, Av;,!s I .CiP t) ':54'' sf iy. C 1'it.tl lv 6,34,7711 PrIfixx tll 21142 AsseNsIA %`tllttatti1311 Culttlt141 live IIIsli ,j w14 i. 117, ,: itlitti'd.:. :M. C:ts)tt i ^,k - .,s 0 louszs 391,.,_:,°. .-41Y!!e 1.1itrr.2 - ry 11 t p oniscs Ww I,U."": , %loose ii rl-tlses 1, ",. .iftt,ttit;. ', r1',^r; e4 - 75 tf i (^.tststw i< I ? r 1t: ikc" Sccl or. 5 95 (f 11, .i5dS ,t.I,,, it �, kt,trolt Si=l oltr Try N,I,W'O =lc:r.i` SucicYli7 1171!,+rt111 rtrl,t..l;! I1cajt e S;:t:lrtrit 8 I tl "�t N,tl.r ,, t.l,t"«rI? it+='tx:e St`t;tultl!t - tr suction list ,5 lo°f 1'I w. 1.tCt t,OlI X A cit section i Lots "Lot S�Oioll 3 I.tl?= t:4',i.rt1;! "ka Scl:iit-Ilt 1t 75:: (' i.Cla. .tl rill! t1.Gi sceliml: 95 i,il:w ItIILl 'ixi! ittlitm n4 } p.9t. „jallli tp r:,' :itz'Iltrt i .... «;. Suait]:I 621.1 7 _,000 St1 1:1 -,011 "S'l ri t -r11 i•tYrr;;i<t1 I,Ex7:i,tlttll 't:tv' idrllli ?hery 1a 1; i ttn'i. 1' ::,` I'rl!j rtrli 20'43 iA101al Valuaticiat 5 274,!R;0.999 Cumulative 7.1 hollti S 111w: :'! III,I3:+' 5 9 .+11141 I-otv_, 4sz6 .it S - ? It IItAU•,mF , itl, 111, 1 I;iill`ti" tt;w, iti: i, I 11gIG,;°# �.. 1 1;4;(1 .,ul a: 1,l t :rt:. . r _ If ('I lt(!X.'ti i. }tl 1 r, kl xt141ti;t S"cI-oI $ 7s.. Il i'trit!,:',5 ri.. rl i.,,, t,`-IA.4.Isz S.cl:oll ;5 q's tt I ltrtls 91.iXi3,Awsc seem+ o OSx ft II5cs (;;� +11 .:u ':h"Ise szou"otl _. 75. 3, f) Ilolls s 3 11..x. .1t4 J.$C" sccf' On' 11.. t�.I.c%'t `{ , 'a;:r € »11!1$;:•1 Y,.: ] t l . > Ici :Ilii:' .` co ion ti 1:..', 19 ik'J. 0 U i.tttt s atll,Xr'= i"rloiLs: sa:14't11 Ile X65 ' at 2 .,71 k r M 70 TWJ 0 MM -, I 75 75 :1 3 73 I, t. flt1'111111 I o' SoO wi 1 -1 75 5 6 so:'fivil 6 ;5 75 i,Ot 61)"100 I Y Sojim e q Lm�' 69.00,1 Solion 10 75 ''s2 Acrcfi Fmi'lly Projected 2024 kisosvit -ah"Wim cufuuhtth.5 7 0 Hum W Lou ?AMC S.km I 0 11Qascs '39 1 'Ctlil 2 75 (" I krlFci ""9 Selia:l ? 15 0 fll"Ise ii,. 19 � "�JJO aI 'St"tiw),I Is G '-Icjscs 391"C.1.10 I S%iio.l q'i 0 , to J.ies n 111151(11.! 1 "fol" S"Aiwl f, 7- 0 flojscs "N 1,0M I ofye Sv,,,.I 45 't 7 75 6 ww" ;wpm low AA" 8 -5. i4r,ISKw 39 LC(Ifl 3 3i 11iqs 141k ,t, T 0 t1 f sasaS rt(:W:O "I Se'-fi'll 11 ID 65 ?5 0 ': ( .1 bI' SCclici 4 0 t'bq 69'9X() Sccticn s 0 Lof� "!'of scoicn 6 S I Scaivu 0 but� (19';X(j "Lot Sceticit R OXG0 'Lof Scak'r' Y 9773 Los: 1142 Aaa ISUAI 001 SUIN ISMS Fmkod 205 Ammwd AM% M 70 TWJ 0 MM -, I a F, E 7 7 I r � -� e �r. 1-.� � r1�- t L 13 21 5 1 -11 i r - - - - - - - - - - - -- - - - - -- - --- - - - - - - - - - - - 4 1 T x 4 Z Z :1 'X, "Z z 1, L E NNEM I RIMEARNMI CRESCENT eLUFF RECORDER ?s4EI ORAfi+1OUM vI t t tI. ,F ha I x vi I", wnoe , s rtr; d2aly lhgikle fCi c:x7+ +aycrjal'ilra EXHIBITE Land Development StattdaTds FISHUM Land 1i,�eloprneut St.111daros Notwithstanding any other provisions of' this Agreement to the contrary. the Land Development Standards provided for in this Exhibit E shall prevail over any Other conflicting provisions of tile Aureement. 1. Application of the UDC: The 106 acre"Zamin TracC' as shown kill 13,xbibit A hereto and as approved for prehininary' plat by City Planning and Zonin,g Commission oil August 6. 2013 shall be developed in accordance with that approved prelinlinary plat, eXCept ilS outlined in this Exhibit E. The development of the 178 acre "Chapinan Tract" as shown can Exhibit A hereto shalt comply Ivith the UDC in effect as jai Rine 1, -3014 except as outlined below. I Setbacks: Lot type Front Setback, Side Setback Rear Setback I Side Setback Zero Lot line lots 2w 0 and 10' 1w Regular lots* 20' —1- 5 land 5 l —(Y— '� Front setback, may be decreased to i,' Lo accorn inodate tree preservation Fencing material - The ProjeCt, (Ali 29-1- acres) shall U.Se IllasollrY Lind WrOL10111 iron fencing Gicin-146) way 29. The i,Zl I ;= Z --h , fence ,flat] be beLNVCC0 51 arid W ill beighL. 'fiw Cenec might use other materials like Core Ten or decorative treated timbers to enhance the design (if the fence. 4. Trees: Tile project shall retain 110 less than 90% ot'all single -trunk Heritage Trees and 701% or the Multi trunk (`1eritaipTrees. In all ef"Cbrt to compensate I or the tree removal, the. PK�jeCt Will COMIllit to the following - (a) Front yard trees In accordance AILII the UDC. (b) Trees shall be planted along I-ligilway 29 in the bUffer area. (c) Trees shall be planted in the triedians hi tile Collector streets. (d) Trees shall] be planted within the open spaces, including along the City's regional trail. (e) The project shall follow the UDC nlidgation requirements fior removal of Fleraage Trees, including, at the OwncCs choosirie. additional tree plandn', , tree farad contributions. tree re -location, national supplementsand all other available options For the developer to complete the tree mit4gation plan during the plattitl�, process, (t) In order to provide ample opportanities, to protect trees during the construction process. the prqjject shall be allowed to delay any applicable tree MiLi(2-110011 paynienLS to final plat recordation, but oiily if construction occurs prior to plat recordation. (g.) Approximately 17 acres of open space shall be preserved in their natural state. (Ih) Apl:)roximalely 24 acres of openspace shall be inaintaincd by the district as Parkland. 5. 1 and I 1ses: Allowed Uses: The ll*rority (if the pro.ject shall be developed as a single ramily residential subdivisionwith land allocated Cor neighborho od-serving retail as showil Oil l"Allibit C. The Conintercial portion of the Prorfect shall be developed ill accordance With the uses, and standards provided Cor in tile UDC C-1 zoning district. The developcil- r[Illy COnSidff SLI bm itting a restore reqUe'SI tO tile City t() transfer no more than I _5 aCI-Cs of land alon- Hi-liNvay, 29 oil the Chapman it -act, Surrounding the Commercial and the I IN y, 29 R(,)%,\,*, from single-l'arnity to tonhojue development. Prohibited Uses - The following uses shall be prohibited Within tile Pro�icvr (i) night club; (ii) central laundry Or dry Cleaning plant or laundronlat. (except that this pl'ohibitiffll Shall not be applicable to oil -Site laundry set -vice provided solely lot- Pickup and delivery 111 tile Ultimate Consumer or laundry services provider: (iii) automobile. truck, trailer or RN. repair, (iv) mortuary or funer-al set -vice: (v) bingo club-, (-vi) Ilea market-, (vii) any establishment selling or exhibiting pornographic, inateriats', (viii) any use Which is a public or private nuisance, in tile SOIC discretion of (lie DistrieL (ix) any strietting or industrial use, (x) any use which Would CaLISC, 11OXiOUS or oft"ensive odors, (xi) commercial blood plasma, centers'. (xii) scrap and salvage ser*V(ces, (xiii) he manufacturing.., (xiv) any dumping. disposing, incinerating, or NdtlCirul of garbage (exclusive ol"durnpACI-S for the temporary storage of garbage and any garbage compactors, in each ease which zz. g are rCIdkl , rly emptied so is to nitninlize offetisive odors). and (xv) Any Use fisted as requiring a Special Use Permit in the C-1 District. Impervious Cover: 'rile Pro ' ject shall have a maxinium overail impervious cover limitation of' 4-1%. Tile 106 acre Zatnin tract, which has an approved preliminary plat, ktiovwi as Crescent Bluff. shall be granted additional impervious cover than was expressly approved with the Preliminary Plat. The approved phases for tile Preliminary Plat shall be granted the rnaxillimil impervious, cover percentages, not to exceed 501% over the entire 106 acres. Phase I — 48% Phase 2 — 48% Phase 3 — 5711/� Phase 4 -- 47% Phase � — 49'X "I'lie 178 acre, tract. referred Lo as the Chapman Tract. shall be restricted to a maximum impeii-Ious cover car 37% total. During the preliminary plat stage each development phase. if applicable, shall be assigned a maximum atlowed impervious cover. provided the composite impervious cover does not exceed 37% ilor the Chapnian Tract, All residential lots on the Zarnin, Tract and the Chapman Tract shall be limited to as maximum intpervious cover oil' 55% per lot- except that up to 140 lots on the Zarnin Tract that are 6,000 square Feet Or ICSS ill SiZC Shall be allowed up to 60% inipervions cover per lot. (Mara -reside retial lots shall have a MaXiMUM 55% ilflperviotv, cover tuiless granted available waivers, as provided in the Unified DeVelopnient, Code. 7, Landscaping - FOCUS Oil native plants. in accordance Nvith Citys preferred plat list., with rcpeated areas of focus throughout the Project will enhance the ProJect and ensure, healthy mix of ve,getatioa that can handle the variations in the weather. Protection of sensitive features will be paramount and buffers shall be included in dcsign, & Street Lights and Signs- -File Prcjject shall use, specialty/decorative street lights and street sigis 9: Age Restricted Units: The ProJect, sharp not have w,c restricted residential units. EXHIBIT I San Gabriel River Trail Design Standaxds 9MMMISM Location: Refer to Exhibit G for conceptual trail alignment. 1. Trail width will be ten (1.0) feet, or similar, as further specified in Article 5, Section 5.5 of the Development Agreement. In limited areas, to navigate extreme topographical conditions or preserve significant features such as rock formations, important vegetation, trees or other environmental features, trail width may be reduced to eight (8) feet for ri maximum distance of fifty (50) feet, 2. Trail surface will be reinforced concrete, mi detailed below� ExPAN5iqN xmr FTM AT 2W O.C. MAX. LOW' VV* 5TM- . DOWEL. tall OL (AEASE AND CAF FLLL LENGTH ( T EXPOSED OOWEL ENP MVU 21 FROM TOULED CONTKCL ED jf� 112. O JOINT6 e. V" -ONT F -Er ---------- 'ACTED 6050KAPE I SEE TKAL ROrE5 & A=SME tKiM, N9IE5 ON UNSTRUCTIC04 PLANS, I EXPANSION JUNT TO VE 11V' ASPHALT UPRESNATED FBERWARD wrrH 7jr STRipl*- H6TALL OACKER RM AND 2,rAKT 5EALANt - OR^ 3. EVAN610N JO TS ARE TO DE " 24' ON CCNrER L+P.V455 W`rED OTHERWSE ON FLAN, 4. CWMCL JOWS ARE TO DE SPACED TO MATCH MOTH OF WALKWAY. tNLE55 SHOWN On-EKWISE 0*4 FtA1,4 5, ALL Epi5ES ARE TO SE TOCLEO Wttli VZ RAD,116, MAMMUM VZ' CHANE V ELE4AT",C14 AT IVALKI'LAWN EPGE. 3. The minimum vegetation cleared zone will be the trail width plus two (2) feet to either side of the trail and ten (10) feet vertical, unless the clear zone is limited due to extreme topographical conditions, important vegetation, trees or environmental features. 4, Whenever possible, sustained running grades will not exceed 5%, and cross slope 2%. A maxinjurn Of 8% may occurfor distances no further than thirty (30) feet, In lit-nited areOs, due to extreme topographical conditions or environmental features, U.S. Forest Service Outdoor Recreation Accessibility Guidelines (FSORAG) will be followed. If trail is not feasible under FSORAG guidelines, Developer will consult with City concerning olternate design options. g Page I of 4 Fxhibit r S. Retaining walls will only be used when absolutely necessary, to stabilize slopes and only if natural rock cut will not suffice, Retaining wills under forty-eight inches (48") tall shall be constructed of native materials, -as detailed below: Lfw-I'MW loxe� I- Ck0? t5L= UMMIfCf,'t WAu4P 54ALL M S' RFJGHr X 6' VEFTH X V&VIeW, JENtM rGLCr5 Alt= CRFW& PA*f& AND 'AN:i Ar RANDOM, ?- rFavve &wne 0; arcue FoR AprmyAt oy 000upws KwresFArArw, t -",r to momy rm em. & FR61MC 4MiM ZM5TRUCTION Wql IANWM 5AME WAY ME NIX'T OF ACTUNL WALI, " IML W-0 -10 de Mono r M��' TrD- CONCKM T"11 dzF WEEM511 LENVE V"DIM" Cr SOTMA cajp5r WER AWKOX. 01ERY V MR DRAN&G-r-, MM OLOCK IYALL 9MO, !a M -A'49 DIRECT D2AKA5E 10 MYYIAX Mlf. (314,' MAX) WU) �"TAK 11,40, ON MIKM- AfV FMIMNTAL .:CK* Vt OEM OF SIM GKAK-I OACY ML 14 W M' MOM MANAGV WELIM! LEAVE VERMAL XMT 0: E5U 10+0 Mkf�f OrEN AmM. evEXY �51 FCR D"NA&L RrWORCM 111%L MOM*. M4TNDJ5 2 - $4 IMIM 2* S�w MELINO VEP ccMPACTED 600RAM Me) 6. Strearn and drainage crossings will be located in relatively narrow, shallow sections of drainage ways to minimize negative environmental impacts. Low water crossings will be used whenever possible, culverts or bridges will be used when agreed upon by Owner and City, Crossing types and examples are depicted below: A. Low Water Crossing; a. appropriate length slab or structure to protect the "wetted perimeter' of the U," an C e natural flow channel, b. Protect the structure with cutoff walls, riprap, gabions, concrete slabs, or other scour protection, The downstream edge may require energy dissipaters or riprap protection because, of the accelerated flows across the structure. RECORDERS MEMORAKIDUtvil tti):1 an 'bjS Reaas nor Page 2 of 4 c. Plaice foundations into scour resistant material or below the depth of scour. Prevent foundation or channel scour with the use of locally placed heavy riprap, gabion baskets, concrete reinforcement or native vegetation, B. Culvert Crossing: a. Use, an appropriate length slab or structure to protect the "wetted perimeter" of the natural flow channel. b. culvert sizes appropriate for water stied and flow capacities. All culverts shall be aluminized metal pipe unless noted otherwise. inlet and outfall pipes shall be cat to conform to slope, c. Protect the entire structure with cutoff voialls, riprap, gabions, concrete slabs, or other scour protection. The downstream edge may require energy dissipaters or riprap protection bet<W.Se of possible accelerated flows across the structure, d. Place foundations into scour resistant material or below the depth of scour. Prevent foundation or channel Scour With the use of locally placed heavy riprap, gab on baskets, concrete reinforcement or native vegetation. RECORDERS IAENQRAKIDWof A! at M 0, d -.110 te-X, 01 bis N11"' no! C eV i i""11 )a fat �Njv'advy , atotdvio"), Ex 1i M F zi. The construction of bridges Should be a last resort after other trail alignment or waterway crossing options have been considered, Where a bridge may be required, all options shall be explored, including but not limited to; open bottom culvert, prefabricated or custom designs and may be constructed of a variety of materials, b. Possible locotiorts will be detefi-nined based on environmental, accessibility and economic factors, c. Bridge landings and ramp grades will follow U.S. Forest Service Outdoor Recreation Accessibility Guidelines (FSORAG). If trail is not feasible Linder FSORAG guidelines, Developer will consult with City concerning alternate design options. RECORDERS MEMORANDUNI 0. 41 or of tte!=�.4 t or Itis p,-, r),j deil; logd'- x 5"fiq"a,ttry rmol-Ution, Page 4 of 4 EXHIBIT G Earl] &gg L-. and Ilailri r PAt~tKI,AND, OPEN SPACE & Tr-Zr;rLS BURY RECORDERS TOECi" ORAN►DUt A:l r pati5 0, 1411: .a.4t co lht pa,r,j w 9 rai i:i:a y olib;eto- sgl!Mr},v(6,=4aliar. EXHIBIT H SSGI I *4 5 L J x LUI i 1 t r � XS� tm .: t RECORDERS MEMORANGUM ,',I[ CT psrts Ir Ilia t', I on ok pge e"m n-.( etc; 1N1<o', forsokfikU . rf,,tw,1,T.ar. 5 L J x LUI XS� t RECORDERS MEMORANGUM ,',I[ CT psrts Ir Ilia t', I on ok pge e"m n-.( etc; 1N1<o', forsokfikU . rf,,tw,1,T.ar. x LUI EXHIBIT I Strategic Partnership Agreement (subject to review lay WcCcalf, I-Itirk-huxit & Horton) STRATEGIC: PARTNERS141P AGREEMENT BETWEEN THE CITY Of GEORGETOWN, TEXAS AND WILLIAMSON COUNTY NTUD NO. 30 171-ris Strategic Partnership Agreernent (this is entered into by and between the City of Georgetown, Texas (the "City"),ZAI�11N, f -P., a Texas limited partnership (the "Qwner"), and Willianison County Municipal Uitility District No. 30 (the "District"). ARTICLE I RECITALS WHEREAS, the City is a home -rule municipal corporation created and existing under the laws of the State cif Texas and situated in Williamson County, Texas; and WHEREAS, the [district is a TTILIT'li0pal utility district created Linder and subject to the Consent At with the City, and the authority, conditions, and restrictions of Article XVI, Sectiris 59 of the TeXaS Constitution and the applicable provisions of Chapters 49 and 54 of the Texas Water Code., as amended; and WHEREAS, the District encompasses approximately acres, more or less, located wit] -tin the extraterritorial juxisdiction of the City as depicted as Exhibit -A and more fully described on Exhibit B attached to this Agreement (the ""Lind") and WFIERhAS, Owner owns the Land;and WHEREAS, the City, the Owner, and the District are individually referred to as a "Partv" and cotlective1v as the "P axdes- and WHEREAS, Section 43.0751 of the Texas Local Government Code (the "Act") authorizes the City, the Owner, and the District to negotiate and ertto-r into this Agreement; and WHEREAS, certain areas within the Land may be developed for commercial uses; and �,VHEREAS, the City desires to annex the, Land for the sate, and exclusive purpose of imposing and, collecting sales and use taxes withh-L the Land, including but not limited E X111BIT I Striate is Paitnership Ag-Teement willi"IMS011 couniv MUM 30 Page I to the general sales tax and special sales and use taxes authonzed by elections creating Tye A and Type B corporations Linder Chapters .9-04 and 505 of the Texas I P Local Govermnent Code (hereinafter the road maintenance sales taxes, and taxes for the Purposes of property tax reduction; and W-it REA-S, for the purposes of this Agreement, all of the sales and use taxes to b e collected within the Land, including but not Ltilifted to the general sates tax, the Type A and Type B Sales Tax, road mairitonance sales taxes, and sales taxes for the puilloses of property tax reduction, art, cottedively referred to I-Lerein as the "Sales and Use Tax Revenues"; arLd WHERFAS, subject to the terms and conditions of this Agreement, the, Owner and the District are willing to allow the City to annox, the Land for the sole and oxctushre purpose of imposing arict collecting Sales mid Use Tax Revenues within the Land; and 0 0 WHEREAS, to facilitate- the timited purpose ant-Lexation by the City of the Land, Owner submitted to the City as petition (the ILimited �Mtlr ") requestin.g and consenting to the tirnited purpose annexation, for the sole, exclusive and limited purpose of, imposing sates and use taxes, of the Land; and WHEREAS, in the Limited Purpose Petition, Gvvper, on behalf of itself and all present and future owners of land within the Land, has requested that the City annex the Land solely for the purposes provided in this Agreement and has consented to such iannexations, from time to time, and to the collection of Sales zind Use Tax Revenues by the City; and VVHEREAS, pursuant to the Act and the Limited Purpose Petition, the Parties dosire to enter into this Agreement to acct niplish the annexation by the City of the Land for the sole mid eNctusive purpose of imposing wid collecting slates and use taxes within the I,and., and WHEREAS, prior to approval of this Agreement by the District' s Board of Directors (the "Board"), the District provided notice of two public hearings in accordance with Section 413.0751(d) of the Texas Local Government Code and all applicable laws and the Board conducted such public hearings in accordance with all applicable laws at which members of the, pubtic -who wished to present testimony or evidence regarding this Agreement were given the opportunity to do so, and EXHIBIT I stmteoic Pm-iiiership Agreenmit Williamson Cotuity NMUD 30 P;ige 2 WHEREAS, the Board approved and adopted this Agreerno-,!nt on 0 in capers session in accordance with, all applicable laws, wl-dcl-t approval and adoption occurred before the City Council approved and adopted this Agreement; and WVIEREAS, prior to approval of this Agreement by the City Council of the City (the llcitv Council"), tl-Le City provided notice of two public hearings in accordance VY -it I— Section 4.3.0751(d) of the "rexas Local Goverru-meat Code and all, applicable laws and the City Council conducted such public hearings in accordance with all applicable taws at which members of the public who wished to present testimony or evidence were given the opportwilty to do so; and WHEREAS, the City, Council approved and adopted this Agreement 201_, in open session in accordance with all applicable laws, which approval and adoption occurred after the Board approved and adopted this Agreement-; and WHEREAS, all notices, hearings and other procedural requirements imposed by law for the adoption of this Agreement have been met; and WHEREAS, in accordance with the tequiroments Of Subsection (p)(1) of the Act, this Agreement does not require the District to provide revenue to the City solely for the purpose of obtaining an agreement with the City, tea forego armexation of the District; and WFIEREAS, in accordance with the requirements of Subsection (p)(2) of the Act, this Agreement provides benefits: for the City and the District that are reasonable, and equitahto. NOW TFIEREFORE, for and in consideration of the mutual agreements contained in this Agreement, and for the good and valuable consideration the receipt and adequacy of which are hereby acknowtedged, the City and the District agree as, follows: ARTICLE 11 EFFECT OF RECITALS 2.01 Recitals. The recitals set forth above are true and correct and are incorporated herein and made a part hereof for a] I purposes. EXHIBIT I Stritejg c Partner.5hip Atucerneilt Williamson County MUD 30 P',Ige 3 ARTICLE III ADOPTION OF AGREEJMENT AND LIMITS I) PIJRPOSE ANNEXXf ION OF PROPERTY 3.01 Public Hearings. The Parties acknowledge and agree that prior to the execution of this Agreement, the Board and the Gq, Council conducted public hearins to consider the adoption of this Agreement and that such hearings were 9 0 noticed and conducted in accordance with all applicable laws. 3.02 Effective Date. The effective date of this Agreement (the "Effective Date,") ZI) is the date. this Agreement is, approved and adoptod by the City Couricit. .3-03 Filing in Property Records. This Agreement shall be filed in the Real Property Records of Williamson County, Texas, 3.04 LinLite 'urpose Agmex,it iort of the Land, The Parties agree that the City• may -Annex the Land for the sole and limited purpose of collecting all sales and use taxes authorized by Chapter 321 of, the Texas Tax Code (the "lax —Code"), including but not limited to collection of the general sates tax, the Type A and Tirpe B Sales Tax.. road maintenance sales taxes, and sales taxes for the purposes, of prop erty tax reduction, to be imposed by the City on sales consummated within th.e Lartd. The District acknowledges and agrees that the City Council may adopt a limited purpose annexation ordinance applicable to the Land at a meeting conducted in accordance with Chapter 551 of the Texas Goveriarient Code and that no further notices, hearings, or other procedures shall be required to adopt such limited purpose ara-Lexation ordinance. The City may commence limited purpose annexation of the Land upon the Effcctive Date. 3.05 Consent to LimiLed Purpose Annexations. THE DISTRICT ON BEHALF OF ITSELF AND ALL PRESENT AND FUTLTRE, OWNERS OF PROPERIN WITHIN THE I AND, HEREBY RFQtEST-5 THA-1—fl-IL CITY A -X -";EX THE LAND SOLELY FOR THE PURPOSES PROVIDED IN THIS AGREFNIFNT. 114E DISTRlCr CONSENTS 1`0 SL'G-[ ANNEXATIONS, FRON1 TIME TO TEME, AND TO THE COLLECTION OF SALES AND USE TAX REVENLTES BY THE CITY WITI-IIIA TI -1E I -AND, SUCVI CONSFNT SHAI-1- BIND THE DISTRICT AND EACH OWNER AND FUTURE OWNER OF PROPERTY t,VITHIN THE LAND. .3.06 No MUniCipat Seryices. The Pat -ties acknowledge and agree that the, limited purpose annexation of the [.,axed pursuant to this Agreement shallnot obligate the City to provide any municipal services to such property; and ftirther agree that LXMIT I Strategic Partnership Agreement Williamson Coumy MUD 30 Page 4 the Sales and Use Taxes Revenues derived from the Land may be used by the City for any lawful purpose, including but not limited to economic development, road mah-itenance, and property Lax reduction, in any geographic portion of the City or otherwise, as permitted by law. Limited District, The District is not a litnited district as defined in Subsection (a)(2) of the Act. MUNI a I MTM� i 4.01 Collection of Sales and Use Tax RewetTLIO", -The City may impose sales and use taxes, including but not limited to the general sales tax, Type, A and Type B Sales Tax, road maintenance sales tax, and, Sales tax for the pLLrpOSeS of property Lax reduction, within the Land pursuant to Subsection (k) of the AcL The sales and use taxes may be imposed on all eligible, comn-LerciaL activities at the rate allowed Under the Tax Code, Collection of Sales and UseTax Reventies, shalt take effect on the date described in Section ' )21.102 of the Fax Code. 4.02 Payrnent of Portion of Sales and Use Tax Revenues, Except as otherwise stated below, the City shall pay to the District art amount equal to twenty percent (20%) of the general, one-percerit (M) portion of the Sales and Use Tax Revenues collected within the Land, but specifically excluding any portion of the 'Type A and Type B Sales, I -ax, the street maintoriance sales tax, or the property tax reduction sales tax collected within the Land (the "District Share"), commencing upon the effective date of the limited purpose annexation of the Land arid Lern-Linating upon tl,-ie full - purpose annexation or disannexation of the Land. The City ,,hall pay the District Share within thirty(30) days after the City receives the sales tax report reflecting n such revenues from the Comptroller of Public Accounts of the State of Texas (the "Comi2troller"), Any payment of the District Share not made within such thirty (30) - day period shall bear interest calculated in accordance, with Section 22-91.025 of the Texas Goverturient Code. The Cityi shall retain eighty percent (80%) of the gensural 9 1 one -percent (I %) portion of the Sales and Use Tax Revenues collected within the Land, plus one -hundred percent (1001,) of the Sales and Use Tax Revenues attributable to collection of the Type A and Type B Sales Tax, the street maintenance -sales tax, or the property tax reduction sales tax collected within the Land (the "City Share"). FXHIBIT L Strategic Partnership AgreellletlL Wifflamsoti County MOD -10 Pki"'e 5 4.03 Use of the Sales and Use Tax Revenues, The City SI -tall use the City Share for any lawful purpose, The District shalt use the District Share for the folloNving purposes and in the following order of priority: FileSTI`to roirnburse owners and developers of land within the Land for the following costs to the extent elloible for reimbursenient through the issuance of District bonds: (i) the cost to design and construct any ituprovernents, whether located ovithin or outside the Land, that servo the Land ("Eligible h-drastructure Rein bursepient.�"); (H) the cost to manage and adirtirdster the District; and (iii) the cost of police, fire, and ENS ser%rices provided within the Land; and SECOND, for deposit ii-tto, and dais-bursernent frorn, escrow for reimbursement of f LI LUM Eligible IJ-Ifr0StrUCtLIre Reimbursements, aj.id THIRD, for the retirement of District bonds; and FOURTH, for any lawful purpose. 4.04 Delivery of Sales Tax-Egp - i gKLs to District. The City shall include with each payment of the District Share a condensed version of each sak—,q tax report providod by the Comptroller relating to Sales and LJso 'tax Revenues within 30 days of the City -'s receipt of such sales tax report. 4.05 Notification of Comptroller, The City shall send notice of this Agreerrient, together with other required documentation, to the CornpLrolter in the maruier provided by Tax Code, Section 321,102, after the City Council annexes Land for lin-tited purposes. 4.06 Termination of Sales and Use Tax SharijIg. Upon termination of this Ag,reement, the City shall have no further financial obligation to the District pursuant to this Agreement, c -u -id all Sates and Use Tax Revenues shall be retained by the City. 4.07 City Records and I)Mrid Audit Ris�hts. The District may audit the. Sales , -ii-tc -ier the District Share has been, paid in I Use Tax Revenues to determine whed accordance ivith this, Agreement. 'T'he City shall pro -vide reasonable accommodations for the District to perform the auctit. Any audit shall be made at EXHIBIT I Stratqdc NrMership A- -i!ument Wilflims(in County ;MU 30 Page 6 the auditin.g District's soh,cost and expense and may bo performed at any time during the City's regular business hours on 30 days' Notice (as defined in Section .0For purposes of any such audits, the City shall maintain and make available to 2). all books, recordai:id s, documents other evidence of the District's representativesL accounting procedures or practices to reflect the amount of Sales arld Use Tax Revenues received by tile City from within the 1-and. Notwithstanding the foregoing however, if any audit conducted by the District reveals ttlat the District Share has been underpaid by more than two percent, the City shall pay such underpayment to the District and shall roirnburse the District for the reasonable costs and expenses of the audit. ARTICLE V RIJILL-PURPOSE ANNEXA,rION AND LIMITATION ON INDEBTEDNESS 5.01 Subsection C 1xc�m�)tioi�i. Annexation of the L,and is exempt from the I-IlUnicipal annexation plan requirements pursuant to Section 43.052(h)(3)(B) of the Texas ]-,ocal Goverm-nent Code. i,02 Full -Purpose Annexation Conversion, Date. I-"LtrSUartt to Subsection (11) of the Act, the Land shall be deemed to be within the ful.1-purpose boundary limits of the City upon the full purpose armexation conversion date without any further action by the City Councit. For purposes of this Section 4.022, the "full -purpose annexation conversion date" is the date on which the City Council adopts an ordinance that includes the Land within the full -purpose boundary limits of the City. The (fill purpose annexation conversion date may be a I tored only by mutual agreement of the District and the City. Provided, however, any such annexation must otherwise comply with the provisions of the Consent Agreement. 1.0.3 Partial Full -Purpose Annexation. In the event that the requisite. -,number of voters and property owners submit as petition to the City, requesting incorporation pursuant to and in compliance with ,-)ection 42.041 of the Texas Local Goverrunent Code or successor statute, the City shatl have the right, but not the obligation, and to the extent permitted by law, to felt -purpose annex tile entire District within which such voters reside and such property is located upon the full -purpose annexation conversion date. For purposes of this Section 4.03, the "full - purpose annexation conversion date" is also the date upon whirl— t the Cit�r Council adopts in ordinance that includes such land within the full -purpose bol.1ndary lints of the City. Provided, however, arty such annexation must otherwise comply with the provisions of tile Consent Agreement. EXHIBITI strategic Partnership Ageement Williamscm County MUD 30 Paae 7 6.01 Term. This Agreement com ni onces OTI the Fffective Date and c0ritinues, until the City arinexes the Lai-Ld for full -purposes. For annexation pursuant tO Section 5.03 of this Agreernent, the Agreement terminates with respect to artnexed property on the date such annexation is effective. 6.0-2Termirta ' t ' i0ij-pin -L,,kgreerent. In the event the Cityas hnot approved and adopted this Agreement and a limited purpose annexation ordinzmce applicable to the Land, as set forth in Section 2.04 above., tvithin one (1) year after the Disti-ict's approval and adoption of this Agreenient, the District may, in its sole and absolute discr(,-�tion, terminate this, A-reemenL by Notice thereof to the City. 0 TICLE V11 BREACHt NOTICE AND REMEDIES 7.01 Notification of Broach. If any Party commits a breach of this Agreement, the non -breaching Party shall give Notice to the breaching Party that 0 0 describes the breach in reasonable detail. 7.02 Cure of Broach. The breaching PartNt shall be allowed thirty (30) days after the date of the Notice to cure any breach that can be cured by the payment of money ("Monetary 13r(�ach"). For any breach that is not a Monetary Breach, the breaching Party must cominence the CUre of any non-Motietary Breach specified in the Notice within fiffeen (15) days after the date of the Notice" arid thereafter diligently pursue such cure to completion but in no event longer than ninety (90) days after the date of the Notice. 7.03 Litnitations on Actions During Cure Period. No Bonds shatl be issued during any period in which Owner or the District is not in. compliance with any Court order prohibiting or compelling performance under this Agr(--t(-,!rnent. Further, (iuring the cure period arid continuing, until the breach or failure is cured, the District is prohibited from taking any affirmative act to issue Bonds until the breach or failure has been cured. The Cih7 shall have all riolits to enjoin the issuance of Bonds during arty period which a default or breach or failure remains uncured. If Owner fails to cause the District to cure any default or breach, Owner shall not enter into a-nv agreementF, with the District or seek reimbursement frorn the District for any expenses, Strategic Pannership kgreenwift Williamson County MUD 30 pa—le 3 incurred in connection with the District or the devok.)pinerrt Of the Land until the breach or failure has been cured. 7.04 Remedie.-, for Breach. If the breaching , Party does not cure the breach, within the stated period of time, the non -breaching Party may, in its sole discretion, and without prejudice to any other right under this Agree rl Lent, seek any relief available at law or in equity. PrOvided, however, damages, if any, to wfiicli any non -breaching Party may be entitled shall be limited to adUal damages and sl-Lall not include special or consequential. damages. 0 ARYICLE V111 ADDITIONAL PROVISIONS 8,01 Voting, Pursuant to Subsection (q) of the Act, Chapter 43, Subchapter F, of the Texas Local Goveriunent Code does not apply to Hie limited purl-,jose annexatioi-i of the Land. Consequently, Section 43.130(a) of the Texas Local Government Code, providing that qu.alifted voters of an area annexed for limited purposes may 'vote in certain rnanicipal elections, does not apply to the voters within the Land. 8.02 Notices. Any notices-, certifications,, approvals, or other communications (a "Notice") required to be given by one Party to another under this Agreement shall be ,given in writing addressed to the Party to be notified at the address set forth below and shall be deemed given: (i) when the Notice is delivered in person to the person to ivhose attention the Notice is addressed; (ii) 10 business days after the Notice is deposited in the United States '-\Mail, certified or registered mail, return rece4)t requested,, postage prepaid; or (iii) when the, Notice is delivered by Federal Express, UPS, or another nationally recognized courier service "vith evidence of delivery signed by any I person at the delivery address.. if any date or period provided in this Agreement ends on a SatUrdaV, SUnday, or legal holiday, the applicable period for ca-lculating the Notice shall be extended to the first business day following the Saturday, Sunday, or legal holiday. For the purpose of giving any Notice? the addresses of the farcies are set forth bek)w, The Parties may change the information set forth below by sending Notice Of .such change to the other Party as provided in this Section 7,02. City City of Georoetowti 113 E 801 Street FXHIMT I Sirateg)rie Partnerhip Aul-ement Wiffiamit)n Ctntnty NIUD 30 pav 9 Georgetcnvn, Texas 78626 Attn: Civ y Manager I ff"ith (I cogy to: City of Georgetown 113 E 811, Street Georgetown, Texas 78626 Attn: City Attorney District: Ronald J, Freeman Freernwi & Corbett 8500 Bluffstone Cove, Ste. B-104 Austin, TX 78759 8.03 No Waiver. Any failure by a Party to insist upcm strict performance by the other Party of ani, provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at aTly firne thereafter to insist upon strict performance of any and all of the provisioms of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver s.hall be limited to the specific purpose for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of eTny other ten -n or conditk,)n or subsequent waiver of the same term or condition. 8.04 Governing Iaw,,.q—nd —Vei—iue. This Agree-ment: shall be construed and onfo a,;, ,rced in accordance with the laws of the State of as they appl.y to contracts performed v\,,ithin the State of Texas and Aithou regard to any choice of law rules or principles to the contrary. The Parties acknowledge ttlat this Agreement is performable in Williamson County, Texas and hereby submit to the jurisdiction of the courts of Williamson County, Texas and hereby agree that gray such court shall be a proper fOrLIM for the detormination of arty dispute arising hereunder. 8,05 AqLhority to —Execute. City represents and warrants to LI-te District that the exectition of this Agreement has been duly authorized. by- the City Council and that the persk-.)ri executing this Agreement on behalf of the Cit�y has been duly aut-icil. The District represents and warrants to horized to do so by the Cit C y oru the Cite that alae execution of this Agreeirient has been duly authorized by the Board -u-Ld that tl,-ke person executing this Agreement oil behalf of the District has beext duly authorized to do so by the Board, EXHIDIT t Stuttegic Partnership Mycernent Williamson Count), i1• UD Ng"e 10 8.06 Severabili!y. The provisions of this Agreement are severable and, in the event any v,,ord, phrase, clause, sentence, paragraph, section, or other provision of this Agreement or the applicatiort thereof to any person or circumstance, shall ever be held or deteriyuned to be invalid, illegal, car unenforcebl(-,� for an Y reason, and the extent of such invalidity or unenforceability does not cause substantial deviation from the underlying intent of the Parties as expresses i in this Agreement, then such provision shall be deoined severed from this Agreement with respect to, suchperson, entity or cirCUMStarlCe, xvithout invalidating the remainder of this Agreement or the application of such provision to other persons,, entities or circurn stances except to the extent that the severed provision(s) is a dependent substantive term the removal of which affects the intent and effect of the ren -toning Provisions. 8.07 Changes in State or Federal Laws. If any state or federal changes so as to make it impossible for the City or the District to perform its respective obligations Linder this Agreement, the Parties will cooperate to amend this Agreement in such to manner that is mos .t consistent with the original intent of this Agreement as legally possible. 8.08 Additional Documents and Acts. The Parties agroo that at any time af ter execution, of this Agreement, they Will, Upon request of the other Party, execute and/or exchange any other documents necessary to effectuate the terms of this Agreement anci perform any further acts or things as the other Party may reasonably request to effectuate the terms of this Agreement. 9.09 Assignment. No Part),, shall assign its interest in this Agreement, in whole or in part, without the tattier Party's �,vritten consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective representatives, successors, and assigrLs os permitted by this Agreement. 8.10 Amendment. This Agreement may be omended only with the written consent of the Parties and with approval of the governing bodies of the City and the District. 8, t I Interi-m--tation. Tliis Agreement has been negotiated by the Parties, each of which has been representc,,d bNf CaUnSel; consequently, the rule. of construction to the effect that any ambiguities are to be rescflve(l against the drafting party shall not be employed in the interpretation of this Agreement. Strategic P,11-alership Agreement \Nlliffiamsoti Comity MUD 30 P kg, e 1 I 8. 12 No Third Party Beneficiaries. This Agreement is solely for the benefit of the City and the District, and neither the City nor th(a District intend by any provision of this Agrok�ment to create ativ tights in any thdrd-party beneficiaries or to confer any benefit or enforceable rights under this A-reernent or otherwise upon Xtra;, one, other Ilion the City and, the District. 8,13 Incot-L)oration of Ex-Liwitsbv Reference. All exhibits attached to tl-s Ag e, he u � o se greement are incorporated into this Agreement by reference for t, - p rpos- s set forth herein., as follows: Exhibit A Sketch oftreg Land Exhibit 8 Metes and Bottrids Description of the Latid 8.14 Corintervart 0riSIijjTIjjajjIsa. "I" is Agreement may be executed in multiple counterparts, each of which shalt be deemed to be an original, I THr BA L,4 NCE OF THIS P,4 GE IS 1ATE-A17 YON'ZILL Y LEF T P-31-;�( EXIII[RIT t Sa-itegle Parnier ship Afire .merit Will iamsou Comity, MUD 30 Page 12 Z�! 0 KWIER: ZAN/IIN, :L.P,, a Texas limited paftnership By: — ------------ a cojj)orj,ttiort, itsgent-rat partner Z 0 Date:—,--,—, STATE OF § COUNTY OF § This instrwi-Lent was acknowledged before me the day of 201,, by®_ .,_. itt his ac,pacily as of _,_—a—, corporation, the gerweral partner of ZAMIN., L.P., a Texas limited partnership, on behalf of ZAMIN, L.P. Notatir Public Signature, Prit Lted X ame:__ Tviv Commission Expires: CXHIRIT I SLMW�aiC Partnership Agreement Williamson Couny MLID-10 Pkge 13 APPROVLD AND ADOPTED BY T1111-7 BOARD OF DIRECTORS OF W11,1JAMSON Cot 7 NTY DISTRICTNO. `0 ONTEXAS OINI DISY'RICIF. WILLIAMSON COUNTY MITNICIPAI, UTILITY DI TT NO, 30 By: Mune* Title: Date: A,rTEST: Title: STATE 01"I'EX,,�S COUTN-1 V OF WILLIAMSON This instrument was acknoxvledged before ine the _ day of'_--_, 201 ,lad- _ —1 President of Williamson County 'viLtnicipal Utility DiArict'Nci. 30. a special district tbrmed and operating tinder Chapters 49 and 54 of the Texas Water Code. N-Otllrtil PUblic Signature 'Printed Nanic: kly Covainis-sion E-\pircs: EXHIBIT I Strateoic Partnership Agreement Williamson County MUD 30 Paoc 14 APPROVED AND ADOPTED BY ITIE CITY COUNCIL OF THE CITY OF GE.0ROjETOWIN, TDCAS ON, CITY: CITY OF GEORGETOWN, TEXAS By: Date: ci�v secretal-y APPROVED AS TO MWVI: City Attorney STATE OF TEXAS § COUNTY OF W1 LLT AMSON § klayor This instrument was acknowledged before me the — day of 201_., by Mayor of the City of Georgetown, Texa,,�, a tion ie -rule cft3r, on behalf of the City, NotarNPublic Signature Printed Nanie: My Commission Expires - EXHIBIT t Stratc& Parhiership AgrCCIMM Williamson COUnry MUD ')I) Pan 15 1 mffl� (Showing Master Development Fee calculation of net bond reirnbursement amount is $33,230,095.00", 0 and all credits or adjustments apply.) NET BOND RUMBUSEMENT x 8% = 52,058,408* MUZURIM Phase C-1 Credit $500,000 (Per Scaion 5.0.55(b) 4 the Agreenieno Bridg ge Payment Credit SL1 .00�U000 Qf previoasl'i.; paiduadrr Seelion 5.04v rind eligiblefijj' i,-redit utider Sectioa 5fl5(b,; qf,'he he:: j',,wwnf) ADjus,rED MASTER DEVEL.OPMLN,,,r FEE: TNISTALLMENT WORKSHEET TOTAL Dfl-)rP\ICT BONDS SOLD - LESS ALLOWABLE)r3EDUCTIONS, Surplus and Escro-wed Funds Non -Construction Costs. Legal and Finaricial Advisory Fees: Inters st Costs: Capitalized Jntcr(�,st Developer Interest Bond Discount $ . .... Administrative and Organization ('4jjcj�jejjtjg cre(Itit)II costs iind Bond Applicatioij, Market Study, and other bond issuance costs fbased "'IPMj cost'Sander applictribit, I-CFQ rule.', and, anaudi! of devvioper expenses i erfioromi at the tiAjie, of each off -d lie) TCEQ and Issuance Fee S ---- Application, Review and Inspection Fees TO`rAL ALLOWABLE DEDUCTIONS: NET IAAF AFTER ALLOWABLE DEDUCTION5: CIT-Y,'PERUNTAGE, LXHIRIT3 Williatitson Cciuntv'IIvtl-jD'30 klaster Developinent Fee Calculatioa Forin Page I x 8% TOTAL N4DF: —ACTUAL MMOUNT FO BE BASED ON COSTS APPROVED FOR RE WIDURSr,,mr-N'r BYTCEQ AS ALU)rri.-D BYDIS T, RICT AUDITOR. EXHIBITJ Williamson County MUD 30 Master Devetopment Fee Calculation Fomi Page 2 PARTIAL ASSIGNMEiNT OF RECEIVABLES ZAMIN, L.P., a Texas limited partnership, 6002 Camp Bullis Road, san Antonio, Texas 782.7) (the "'Assignor") has entered into a Development Financing Agreement (the "Financin! 'g with Williamson County Vilunicipal Utility District No. 30 C'PListrict") in connection with t1te design and construction of certain water, sewer, drainage, water qualitNt, road and other facilities on the condition that the Assignor will be reirnbLffsed in the future fi ' -om the sale. of bonds issued by the District for Such purposes, subject to the terms and conditions of the Financing Agreement. Assignor hereby assigns the portion of the proceeds received from the District through the issuance of on(-, or more series of bonds bv the District determined pursuant to the Table attacht,-!d heretc) ("*`rods') to t1v City ai Georgetown, Texas ("'Assiglie e") until Assignee has received payment in full of the N -Taster De\,elopniertt Fee ("Ma") in satisfaction of the requirements of, Section 5.05 of the ------------- r 201 Consent Agreement by and between the Assignor, d-te Assignee and the District. The District and the Assignor shall ensure that each installinent payment will be paid to the City in conjunction and simultaivously with the Owner's reimbursement from the bonds. Assignor and Assignee agrees that this partial assignineilt of the Funds shall terminate at such time as the Assignor has satisfied the requirements of Section 5.04 of the Consent Agreement between the Assignor and the Assignee, Assignor and Assignee shall file an executed termination of partial assigiu-nent with the District at such time. By execution of d -Lis instrument, Assignee hereby accepts such assignment and assumes all of Assignor's rigl,-Lt',, title, and interests in and to the Funds, and instructs the District to pay the Funds to the Assignee rather than the Assignor, subject to and in accordance with the terms and conditiorLs of, the agrL-�emertt between the District and the Assignor. Executed to be effective on the — day of 20---, William sm Comity 'MUD 30 Partiai Assipmetit of Receivables Page I A%IGNTOR; !'ANTE", , L.P., a Texas limitod partnership By: STATE OF § COUNITY OF § By: —? a corporation, its g-eneral partner This instrument was acknowledged befor, rne tt e clay of -1 201-1, by in his capacity as of I �I coiTzioration, the general partner of ZAMI'N, L.P., a'I"exas Iiinited partnershil--), on behalf. of ZAIMIN, L,P- Notan., Public Signature Printed Name:— My Commission Expires,:—,-- r!,XH]BtTK Williamson County MUD 30 Partial Assiollment of Receivables Page 2 Tlie Assipee hereby accepts the Partial Assigaitertt c)1 Receivables. Executed this the ria v of 20, wo Mayor EVER= Bv: -----,City Secretary EXHIBITK Wiltiamson Cbunty MUD.3 30 Partial Assignment of Receivables Page 3 TI -ie District I-Lereby consents to tkie Partial Assignnient of Receivables. I Executed this tl-te Narne- Title: STATE OF TEXAS § COUNTY OF WILLIA-MSON clay of M VVILLIAMSON COUNTY TVIUNTCIPAL UTILrTY DISTRICTSIO. 30 By - Board President This instrunient vias acknowledged before me the day of 201 —., by President of' Williamsoji Cowity Municipal t,.7tility District No. 30_ a special district formed and operating, under Chapters 49 and 54 of the Texas- Water exasWater Code. Prilited Name: My Comn-tission Expires: EXHIBITK Willianison County MUD 30 Partial Assignnient of Receivables Nigge 4 STATE OF TEXAS § COUNTY OF WILLIAMSON § NOTICE CONCERNING MUNICIPAL UTILITY DISTRICT AND MUNICIPAL ANNEXATION The real property, described below, that yclu, are about to purchase is located in the Williamson County Municipal Utility District No. 30 (the "District"). The District has taxing authority separate from any other taxing authority and may, subject tea voter approval, issue in unlimited atmount of bonds and levy an -Lu-din-Lited rate of tax in payment of such bonds. As of t1 -ds date, the rate of taxes levied bv the district (in real property located in the District is,'3'_ on each $1.00 of assessed valuation. If t1le District has not yet levied taxes, the most recent projected rate of tax, as of L -1 -ds elate, is on each $100 of assessed valuation. The total a-t-no-unt of bonds, excluding refunding bonds and arty bonds or any portion of bonds issued that are payable solely from revenues received or expected to be received under a contract -"Vith a governmental entity, approved by the voters and which have been or may, at fl -Lis date, be issued is and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is.,;-, TI -ie District has the authority to adopt and impose a standby fee oil pr(,)pert-,,,, in the district that has water, sanitary se - ver, or drairtage./water quality facilities aild services available but not com-tected and which, does not have a house, building, or od-Ler improvement located thereon and does not substantially utilize the utility capacity available to the property. The District may exercise the authority Without holding ani election on the matter. As of this date, the most recent amount of the standby fee is $-. An unpaid standby fee is a personal obligation of the person that ovv-ned the property at the time of imposition and is secured by a lien on the property. Any person may request a certificate from the District stating the amount, if W any, of unpaid standby fees on a tract of property in the District. The District is located in whole or in part in the extraterritorial jurisdiction of the City of Georgetown,Texgas. By taw, a district located in the extraterritorial jurisdiction EXHIBITL Withanison County NIUD 30 Annexation Notice JWC 49.452 Notice) Page 7 of a municipality may, be annexed witho-ut the consent of the District or the voters of the district. When a District is annexed, the District is dissolved. The purpose of this, District is to provide water, sewer, drainage, or flood control facilities and services withh'i the District through the issuance of bonds payable in whole or irt part from property taxes. The cost of these utility facilities is not included in the purchase price of your propertye and these utility facilities are owned or to be ovvried by the district. The legal description of the property You are acquiring is as follows: (Date) Signature of Seller FURCHASERIS, ADVISED THAT THE INFORNIATION SHOWN ON TI-ItS FORNI L9, SUBJECT TO Cl-Lz\NGE BY TFIE DISTRICT AT ANY TIN4E. THE DISTRICT ROUTINELY ELSTABLISI-IES TAX RATES DURING THE MONTHS OF SEPTEN1113RIZ THROUGH DECEMBER OF EAC: F1 YEAR, EFFECTIVE FOR "I YEAR IN WHICH THE TAA RATES ARE APPROVED BY THE DISTRICT. PURCHASER IS ADVISED,ICJ CONTACT THE DISTRICT TO DET ERIVIENE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TOT INFORIVIATION 51-IOWN ON THIS FORM. "The undersigtied purchaser hereby ackno-wledges receipt of flies foregoing notice at or prior to execution of a biriding contract for the purchase of the real property described in such notice or at closing of purchase of the react property. ry (Date) SigriaLure of Purchaser (Note: Correct tax rate, bond amounts, and leg0al, description are to be placed in the appropriate space.) Except for notices included as ail. addendum or paragraph of a purchase contract, fl-te notice shall, ba executed by the seller and purd-taser, as indicated. EXHIRITL Williamson County MUD 10 Annexation Notice JWC 49.452 Notice) Page 6 If the district does not propose to provide one or more of the specifi(-.�d facilities and services, the appropriate purpose may be elirriirtatedIf the district has not yet levied taxes, a statement of the district's most recent projected rate of tax is to be placed in the appropriate space. If the district does not have approval from the TC EQ to adopt and impose a standby fee, the second paragraph of the notice, may be deleted. For the purposes of the notice form required to be given to the ptoSpeCtiVO Purchaser prior to execution of a binding contract of sale and purchase, a seller and an -y agent, representative, or person acting on the seller's behalf may r-nodify the notice by substitution of the words 'January 1, — ' for the words 'this date' and place the correct calendar year in the appropriatspace.) fflufffflm Williamson County MUD 30 Annexation Notice (TWC 49,1i2 Notice) Page 7 WiNum ASSIGNMENTSND ASSUINIPTION AGREEMENT THIS ASSIGNMENT ANI) ASSUMPTION AGREEMENT ("Assignment") is made and entered into as of the day of between a ("Assignor"), and a ("Assignee,") (Assignor and Assignee are hereinafter sometin-ies collectively referred to as the "Parties" and singularly as a "Party"). RFC[TALS: A. ASSIGNOR IS THE OWNER OF THE RIGHTS OF Tiff OJVNER UNDER THAT CEXrAIN "AGRE-LNIENT CONCERNING CREN110N, AND OPERATION OF WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT No. 30 (TI -11" AC _ 5 ,RE-UMENT" ) EFFL; INCTIE A OF A'MONG ITS SUCCESSORS AND ASSIGNS, COLLECTIVELY AS OWNER, THE CITY OF GEORGETOWN, TEXAS, AS THECITY, AND 11VILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT No. 30, AS THE DISTRICT, RELATING TO THE CREATION AND OPERATION OF THE DISTRICT, TO TLI-E EXTENT TFIATLLU�z Acmr-EviENT COVERS, AFFECTS, AND RELATES TOT BF, LANDS DESCRI13ED ON ExI A ATTACHED TO AND MADE A PART HEREOF OFTliTs As,-;tG.NMENT rOR ALL PURPOSES (THE "TRANSFE[kRED PRE.visus,"). B. ASSIGNOR DESIRES TO ASSIGN CERTAIN OF ITS RIGHTS UNDER THE AGREEMENT AS IT RELATES TO T14E TRA-NSFERREL) PRFINUSES TO ASSIGNEE, AND ASSIGNEE DESIRES TO ACQUIRE SUCH RIGHTS, ON AND SUBJECT TO THE TERmS AN,.D CONDITIONS OF THIS AsstGNMENT. NOW' 'THEREFORE, in consideration. of the premi$VS,, the mtitual covenants and obligations set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which art, hereby act,,-,no\,vr1edged, flie Parties bereby agree and act as follows 1. Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in this Assignment shall have the same respective meaning,.-, as are ascribed to tbein in the Agreement. 2. Assigpjment. Sjjj�jcct to all of the Lernis, and conditions of this Assignment, Assignor hereby assigns all Eos' describe speciflcally assigned rights if partial] of its EXI-11RIT M Williamson Comity MUD 30 A-ssigptnetit atid AssumptionAgreenient Page 8 rights under the Agreement, insofar as the Agreement covers affects, and relates to the 411 11 Transferred Premises. 3. Qualified A i xaeg: Assignee hereby represent.-, and warrants to the City fl-lat each of the following conditions are true anIJ correct: (1) Assignee is a successor owner of all or any part of the Land; (2) Assignee has executed the Partial Assignment of Receivables Agreement in substantially the sarne form as attached to the Agreement as ExIiibit f and' has executed the Strate; c Partnership Agreement attached to the Agreement as Exhibit G; (3) Assignee expressly assm-ites in the asgigrinient any assigned obligations and expressly agrees to observe, perform, arld be bound by the Agreement to the extent the Agreement relates to the obligations, -rights, titles, or assigned; and (4) documentation that the Assignee has posted the Phase D Fiscal Security required by Section 10.03 of the Agreement in form and aniount reasonably acceptable to the City. 4. &ssuinpion. Assignee hereby assumes all obligations of Assignor and any liability that may rc!sult fromacts or omissions by Assigneo under the Agreement as it relates to the Transferred Premises that i -nay arise or accrue from and after the effective date of this Assignment, and Assignor is hereby released from all such obligations and liabilities from and after the effective date of this Assignment; provided, however, this Assignment does not release Assignor from any liability that resulted from an act or ()mission by Assignor that occurred prior U) the effective date of this Assignment unless the City appr(',)vos the release in writing. 4. Governin,R-Iaw. This Assignment must be construed and enforced in accordance with the laws of the State of Texas, as they apply to contracts performed within the State of Texas and without regard to any choice of la -A, rates or principles to the contrary. 5. pugtegpAd/Facsimile Execution. "Ihis Assignment has been prepared in multiple counterparts, each of which shall constitute, ari original hereof, and the atory shall have the same force exec-Lition of any one of such counterparts by any sig p i and effect and shall be binding upon such signatory to the same extent as if the same counterpart were executed by all of the signatories. Facsimile copies of signatures may be appended hereto with the same force and effect as legally delivered original signatures. 6. Binding-Lj&ct. This Assignment shall be binding upon and shall inure to the benefit of Assignor and Assignees and their respective heirs, personal represeritatives, successors, and assigns, subject to the terms and conditions of the AgreeTnent. EXHIRIT M Williamson County MUID.30 Assignment and AsSALMption Agreemetit Nge 9 P".XFCL,,"I'LD as of tho day and year first above writtert. ASS-IGNOR: By: Printed -\-ame:—,— Title; By: Printed Name: Title, STATE CSF TE: § 11 COUNTY OF SWO WN TO AND SUBSCRIBED before me on tho -- day, of 201__, by Notary 13ublic,'State of Texas [SEALI Printed Name. - My Commission Expires:_- The City, of Georgetown hereby consents to the Assignment and Assumpt-ion Agreement. E XIIJBIT M Williamson County MUD -10 Assignment and Assumption Agreement page 10 Exeoted LI -Lis the d a y (if 20 CITY OF GEORGETOWN, TEXAS Bv:_� Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the ___ day 7 2 __ by City Manager of the City of (_JeorLQ,'et0Vv".'I'exas,. pursuant to lass her authoritvtinder the Aureentero. I — Notary Public Signature Printed'Kacme :__ My Commission Expires:__ E XWRIT R-1 Wi[lianison County MUD 30 Assignnient and As-,wniption Ageement Page I I MUntntim FORM OF LETTER OF CREDIT Irrevocable Letter of Credit No: Date of Issuance: Stated Amount: Beneficiary: City of, Georgetown. Texas 113 E. 8"' Street Georgetowri'YX 78626 Attn: Director of,' Finance At tile request and for the account of the customer, ZAMIN. L.P., a Texas limited partnership ("Ownet"), I ("Issuer" or "us" or "we"') hereby establishes in your favor this irrevocable letter of credit number. ("Letter of Credit"), This Letter of" Credit is issued to the City of Georgetown, a Texas home rule municipal corporation (''Beneficiary" or -you"), pursuant to tile ternis of that certain Consent Agreement by and among Owner, the Beneficiar-y and, upon its creation. Williamson County k1unicipal Utility District No. 30 (tile "Agreemollt"), This Letter of Credit authorizes you to draw on us in amounts which in the aggregate shall 110L exceed and No/ 100 Dollars .. . ... - -- --- This Letter of Credit is available fior drawing by you on sight when the original of'this Letter of Credit is presented to Us, together vvith the followitig: 1. A sight draft in the: form attached hereto as Anne.v A (the "Sight Draft") signed and dated by to purported authorized representative tat' the Beneficiary, with such signature acknowledged: and 2. A certificate in the form attached hereto as t1nnex B (the "Draw Certificate7) signed and dated by a purported authorized representative of the Beneficiary, with such signature acknowledged confirming that the Beneficiary is entitled to draw under this Letter of Credit, No Partial drawings are permitted, tile Beneficiary, can make one draw for the frill amount. It is a condition of this Letter of Credit that it shall be deemed automatically extended without amendnient for a period of one (1) year from the, present or any future expiration date, unless at least (30J thirty days prior to the present or any future expiration date we send you EXIIII31T N Williamson Cotinty MUD 30 Letter of Credit - Form Page 9 notice by Courier. overnight delivery service.. or Certified Mail Return Receipt Requested, postage prepaid that we elect not to extend this credit forany such additional period. Said notice will lie sent to the address indicated abov==e. The stated amount or this Letter: of Credit shall be reduced automatically in the amount of any sight draft honored and (raid bre us in accordance with the ten-ni of the ;Letter of Credit,. We shall he entitled to accept za Sight D aft. the Dravv, Certificate, and the original Letter of Credit from the Director of Finance liar Beneficiary, with such signature acktacavv=ledged; without any obligation or duty on our part to verif�� the identify or authority of the person presenting the Sight Draft or Draw Certificate, All drafts dravvii tinder and in compliance with the terms of this Letter of Credit will be: duly honored upon delivery of documents as herein specified if presented to us on or before 5:00 PM CST _.... ,. _ �, 20 (or any automatically e\tended date) by courier, overnight delivery service. or Certified Mail Return Receipt Requested addressed to. __ ..w.._ ['„ emas address]. Attn: or transmitted kap* faesimite to (—) - ttra: If- transmitted by facsimile. the originals of the required documents must be delivered the next business day to the address :Mated above. Authorized Signature EX141BIT Williamson County ivit_11) ata Letter of Credit -Form Page DATE:1---.---1.- REF. NO, M AT SIGHT, PAY TO THE ORDER OF THE cav, OF GEORGE'rOWN, TEXAS, M And No,1100 Ij,S. DOLLARS DRAWN UNDER IRREVOCABLE LETTER OF CREDIT NUMBER NO. THE CITY OF GEORGETOWN, TEXAS A Texas home rule niunicipal corporation ME Printed Title: Director of Finance STATE OF TEXAS § COUNTY OF WtLLIAMSON § The foregoing instrument was acknowledo ged before me this -- day of ----------------- 1 20� by as the Director of Fina ice of the City of Georgetown, Texas, a 'Texas home rule municipal C, corporation, on behalf of Beneficiary, the City of Georgetown, Texas. EXU11111T N Williain;on Coun[v MUD 30 Later of Credit - Form Page 3 State of Texas GUIDELINES TO PREPARE THE SIGHT DRAFT: L DATE: ISStJANCE DATF OF THE SIGHT DRAF,r. 1 REF.NO.: ISSUER',S, REFERENCE NUMBER, IF AW TO: NAME OF ISSLIER (BANK OR INST1,TUTION NAME). �1. LI.S.S: AMOUNT CSF DRAWING IN FIGLIKES, 5. U.S. DOLLARS: AMOUNTOF DRAWING IN WORDS. 6. LETTER OF CREDIT NIMBER: LETTER OF CREDIT iNit,liv'[BISR 'r"A]'PF,,R'I'AINS'1'0 THE SIGHT DRAFTDRAWING. 7, DA:],"LI)-, ISSUANCE DATE OF THE I-FTFER OF CREDIT. Williamson Comity PvtL'D 30 f,etter of Credit - Form Pa e4 DRAW CERTIFICATE Irrevocablel-etter of Credit No: Date of Issuance: Stated AITIOUnt: Issuer name Issuer address [Texas location] Issuer address [Texas location] Ladies and (lentlemen: The undersigned, as lXrector of Finance for the City of Georgetown, Texas, it Texas home rule municipal corporation ("Beneficiary"), hereby ceitiftes to you with reference to Irrevocable Letter of Credit No. (the "Letter of Credit"') that: El The Letter of Credit will expire within 30 days and is has not been renewed or replaced; or 7 Beneficiary is otherwise entitled to draw on the Letter of Credit ander the Agreement: or f. 1A mortgagee or fiertholderhas acquired all or part cif` the Land (as that term is defined in the Agreement) through foreclosure or conveyance in lieu of foreclosure. Z In Witness whereon the undersityned has executed and delivered this draw certificate on behalf' of the Beneficiary as of the—day of 20--,. City ofGeorgetown, Texas a Texas home rule municipal corporation M Title: Finance Director M-11BITN Williamsm County h,£ UID Letter of Credit - Forni Page 5 STATE OF TEXAS COUNTY OF'WILLIANISON Acknoxviedged. before Me this ----day of, 2011, by Firiance Director. City of Georg getown, a Texas moths rule municipal. (:,orp 0 Georg '1"e X ,oration, on behalf of Beneficiary. the City f etown. -as. Notary Public - State of Texas EXHIBIT N Williamson COUnty MUD 30 Letter of Credit - Form Page 6 I if,X f I t`n F�ro FORM Ob'EASEMEInd` S WASTEWATER EASEMENT STATE OF TEXAS - COUNTY OF WILLIAINISON KNOW ALL MEN BY TH ESE PRE SENTS: This A-reetrient (this "Agreement") is made on the day of 20—, at Georgetown, Texas. between as kvhose address is (hereinafter re6erred to as "Grantor'), and the City of Georgetown. a Texas home -rule municipal corporation, whose address is P.0, Box 409 Georgetown. 'Texas 78627. ATTN: Georgetown City Secretary (he -rein referred to as "Grantee".). I. For the good and valuable consideration described in Paraggraph 2 below, Grantor hereby GRANTS, SELLS and CONVEYS to Grantee, its successors and assigns, an exclusive one hundred (I00) -foot wide easement and right-of-way (the "Easement") for the placement. construction, operation. repair. maintenance, replacement. 'upgrade, rebuilding, relocation an&or removal cal` utility lines, and related facilities for sanitary sc,�vcr service (COIIMiVely, the "Facilities") on, over, under, and across the follo,�ving described praperty of the Grantor, to wit; Being all that certain tract., piece or parcel of land lying and bein, situated in the County of Williamson, State of Texas, being more, particularly described by metes and bounds in F-rhibit A and by diagram in FSxhibit R attached hereto and made a part hereof for all pu,rl)oses (herein sometimes referredto as the "Easement Area" or the "'Properq,"), 2. The Easement and the rights and privileges herein conveyed, are granted for and in consideration of the surn of One and No/l 00 Dollars ($1.00) and other good and valuable consideration to Grantor in hand paid by Urantee, the receipt and sufficiency of which is hereby acknowledged and confe'ssed. 3. The Fasement. with its rights and privileges, shall be used only for the purpose of placing, constructing, operating, repairing, maintaining, rebuilding replacing, upgrading,, relocating, and/or removing the Facilities, 4. The duration o A � f the &isment is perpetual. a 5. Grantor and Grantors licirs, , persortal representatives, successors, and assigns are and shall be bound to WARRANT and FOREVER DEFEND the Easement tine the rights conveyed in this Agreement to Grantee and Grantee's successors and assigns, against every person lawfully claiming or to claim all or any part thereof. 6, The Easement, and the rights and privileges granted by this Agreement, are, EXCLUSIVE to Grantee. and Grantee's successor.% and assigns, and Grantor covenants that Grantor shall not convey any other easement, license, of conflicting right, to use in any manner, the area A.or any porti oil tbereof)emred by this brant. 7. This Agreement contains the entire agreement between the patties relating, to its �z subl tect matter. Any oral representations or modifications concerning this Agreement shall be of no force and effect. Any subsequent aniendincat or modification rnUst be in writing and kgreed to by all parties. 8The terms of this Agreement shall he binding upon Grantor, and Grantor"s heirs.. personal representatives, SLJCCel,,sors, and assigns; shall blild and inure to the benefit of the Grantee and any successors or assigns of Grantee: and shall be deemed to be a covenant running with the land, fN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this day of 10 Nzium Printed Name: APPROVED AS TO FORM: Bridget Chapinan., City Attorney STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this the day of 2014, by .... ... . .... ........ ......... Notary PLIbliC. State ofTexas AFTERRECORDING. RF,rURN TO GRANTEE: Georgetown City Secretary P.0, Box 4,09 Georgcto,,N,n, l."exas 78627 Consent and SubordiDation by Lienholder I of [address] ("Lienbolder"), as the holder of [a] tien[s] on the Property subject, to the Easement, consents to the above grant of an Easement, inctud-ing the terms and conditions of the grant, and Liet-diolder subordinates its Lien[sl to the rights and intercsts of Grantee, so that a foreclosure of the lien[s] wilt not extinguish the rights and iliterel',Lli of Grantee. [IN-ame of Lienholder] STATE OF § COU'NTY OF § I'his itlStrUnlellt ��,as, ackamvledged before me on this the 11----'' day of 20—, by of a on behalf of said Notary Public, State of 10 TEMPORARY ACCESS AND CONSTRUCTION EASEIMENT AGREEMENT STATE OFTEXAS § § KNONV ALL PERSONS BY THESE PRESENTS - COUNTY OFIVVILLIAIVISON § This Trnpomry Access -and Construction 13'asement Agreement (this "Agreement") is made by and between ------- each an, individual (hereinafter referred to collectively as "Owner",)-. and a Texas ("Developor"). A. Developer owns or is developing property located in Williailison County, Texas and more particularly depicted on Exhibit A attached hereto (the "Crewem Filuff"Property"). B. Owner owns property located in Williamson County, Texas more pa-t-tiettlaxly depicted on Exhibit B attached hereto ("Owners' property"). C. ONvner has granted a wastewater casement to the City, which is recorded as Document No. in the Official Public 12ecords of Williamson County, Texas (the "Wastewater Easement"). D. In connection with its development of the Crescent Bluff' Propert�y, Developer is constructing or causing to, be constructed (the "Construction") a public waste-Nvater line (the "South San Gabriel Interceptor" or "SSGI") for the beriefirt of the City within the 1XIastewater Easement. E. To complete the Construction and obtain access to the Wastewater Fasernent, Developer and the City require access to that certain tNventy-five foot (25) wide portion of the Owiiers* Property identified oil Exhibit C attached hereto and made a part hereof (the "Easement Area"). F. To facilitate construction of the SSGTI. Owner has agreed to allow Developer and City to enter onto the Easement Area on a temporary basis to perform and complete the Construction pursuant to the terms of this Agreement, NOW, TRFRE�FORF, for TEN, DOLI-ARS ($10.00) paid by Developer it) Owner and for tile further consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I Subject to all of the terms and conditions hereof. Owner hereby grants to Developer and to the City a ternporary casement for (i) vehicular and pedestrian access over and across the, Casement Area for purposes of accessing the Wastewater Easement and for the staging or equipment and materials to be used in the Construction. and (i) the use € f the Easement Area to perform and complete that portion of the Construction to be performed within the Easement :area (collectively, tate "Easement"). TCS HAVE AIND TO HOLD the Easement unto Developer and its successors and ,assitms. oat and .subject to the terms, conditions and exceptions set forth herein and Owner dos hereby bind itself. its successors and assigns to warrant, and t"orever defend all and singular said Easement unto Developer and City against ever). person horn oevea: lavv flully claiming or to clause the same or any part thereof. 2. Developer and Cite may € my tatilire the Fasenient Area for the ptarpose of undertaking and completing the Construction. and all other reasonable uses directly related thereto, all of vvhicla shall be undertaken and completed at no expense to or liability- for Owner, All wort performed on the Easement .Area shatl he performed in a good and workmanlike manner and in accordance with the plans fior the Construction approved by City of GeoraeloAvn, Texas. to?vVPner aackn.< vviedges that portions of the Construction performed within the. Easement Area shall' require use of heavy vehicles and machinery, 3. The Easement: shall be non-exclus ve. Developer toper ata€l City acknowledge that Owner shall have the right to eater upon and use the Easement: ,area for any purpose that does not unreasonably interfere with the Easement granted hereunder. 4. The Easement hereby granted shall be in full farce and effect commencing in can the chat hereof and continuing until the completion orConstruction and acceptance of the SSGI by the City subject, however, to all of the temis and conditions hereof. Notwithstanding arca of the foregoing. to the contrary. Developer and City may remain can theOwners' Property for up to sixty (op) dais after the date that the SSCII has been accepted by the Cite solely (Or the purposes of conducting non-invasive C'on trUc_tion completion activities. including, svitbotat limitation, inspections, planting grass, erecting or removing erosion control devices or tree protection devices. minor landscape restoration and fence repair. all of �vhich shall be performed promptly and diligently by Developer and Cite. 5, Developer eloper and City :shall have the right to reaaa:ove trees and other ob truc tions and clear brush in the Easement .Areas to the extent needed to provide access for equipment and materials necessary for the C otastruct ona 6. Owner agrees, aal. no cost or liability to Owner, to reasonably and timely cooperate with Developer and Cite in obtaining any required permits or Cather approv=als from Williamson County or any other governmental entity which may be necessary to person and complete the Construction. ,, The Construction shall be performed such that no liens shall attach to the Property as as result ofthe-construction. . The. Easement hereby granted is expressly made subject to any and all casements, covenants, ri.ghts-of-way, conditions and restrictions relating to the E.aseanent Area to the extent, I? and only to the extent, that the sarne are shown of record in the Official Public Reeor& of NN-Tilliamson County,Texas. 9The contact information for Oxxvner and Developer- for purposes cel' notice and any other p-Ltrpose hereunder, is a,., Collows- Developer: 10. This Agreement shalt run with the [and, and shall be binding upon the parties hereto, their respective heirs, administrators. personal representative,,, successors and assigns. [SIGNATURE PAGES FOLLOW] EXEC [7 TED this the 20 day of Insert sa�qrnatvre and notary, blocks AFTERR-ECORDING. RETURNTO: Georgeto-wn City Secretary P.0, Box 409 Georgetown. Texas 78627 IE ACCESS EASENTENI'AGREEMEN'T STA,rE OF'TEXAS § COUNTY Ol,'WILUAMSON § T 1 UT[lJTY ACCESS FASE',VENT AGREEMENT (this "Agreetnent") is made and entered into as, of the day of 2,0—, by and between each an individual (collective)y. "Grantor") and CITY OF GEORGETOWN, as Texas hoirie- rule as corporation, whose address is P.O. Box 409, Georgetown, Texas78627, Attn: Georgetown City Secretary ("Grantee"); Grantor and Grantee hereinafter referred to collectively as the "Parties"), liar the consideration and purposes set forth herein. WHEREAS, Grantor is the owner of that. certain tract of real property more particularly described on E-xhibft "A " attached hereto ("Property"), WHEREAS, Grantor has granted a wast:ewaLer easement to Grantee, which is recorded as DOCUMern No. in the Orticial Public Records, of Williamson County. Texas (the "Wastewater Easement"),, WII.L-'.RF,AS. Grantee intends to accept the dedication of and the responsibility Cor maintenance of Certain sanitary sewer service line facilities (collectively, the "Facilities") which are to be constructed within, the Wastewater Easement by . ...... a Texas in connection with its development of adjacent real property; and WHEREAS, Grantee desires to obtain from Grantorand Grantor hays agveed to provide to Grantee vehicular and pedestrian access to and from the Wastewater Easement acrosS, Upon and over Grantor's Property in the area more particularly described onE'.Vhibil "B", attached hereto (the "access Easement Area"). NOW, TITERF-FORE, in consideration of the premises and other good wid valuable consideration. the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Grant of Access Easement, Grantor hereby grants to Grantee and its successors and assigns a non-exetusive vehicular and pedestritai access easement (the "Access Easement") over, upon, and across the Access Easement Area, for the purpose of providing ingress, egress and access to and from the WastewAater Easement in ordej-,(or the Grantee to construct, install, inspect, test, maintain, repair and,;or replace., as needed, the Facilities in the Wastewater Easement. The Access Easement Area shall be twenty feet (20') in width, and in the location shown on the attached Exhibit "B" and Grantee may. at Grantee's sole election, cause to be constructed within said Access Easement, Area-, an improved access roadway in accordance with the specifications set forth in Exhibit "C" attached hereto. Until such time as Grantee niay 15 obtain or be provided Nvith access to and from the Wastewater Easement via as public road ("Alternate Access"), the Access Easement may be used by Grantee and its employees, independent contractors, consultants, tenants', agents, licensees and invitces for the purpose set forth above. The Access Easeraerll shall automatically, terminate vven, and if, Grantee obtain,,,; or is provided with such Alternate Access, and the Parties shalt have no Further obligations in connection herewith except under those provisions that expressly survive a. termination of the Access Easement. Notwithstanding anything to the contrary contained in this Section 1, Grantee shall have no duty to seek Alternate Access. 2. Maintenance. Grantee expressly acknowledges that Grantor shall not bear ally responsibility or liability fior the maintenance or repair of the Access Easement Area; provided hovever, that Grantor shall be liable for any damage to the itriproved access roadway within the Access Easement Area if caused by Grantor. a. Intorovements, Grantee shall have the right. in Grantee`s sols discretion. to remove trees and brush within the Access Easement Area to the extent reasonably necessary for Grantee to use the Access Easement Area for the purposes herein. intended, and to make those improvements to the Access Easenient Area consistent -with the specifications set forth on Exhibit "C" attached hereto. Grantee hereby acknowledges that Grantor may use the Access Easement Area for other purposes (including, without limitation. the construction of improvements thereon. installation of utilities, maintaining any such improvei-rents or utilities,, and the granting of other easements to third parties,); provided such other USCS Or pUrpOSeS do not Unreasonably interfere with or prevent Grantee's use of the Access Fasernern Area fior the purposes herein stipulated. 4, [InAteggrrmion of Access. Grantee acknowledges that Grantor may have cattle or other livestock on Grantor's Property and therclore certain fences, gates, or other barriers may exist (or may be installed by Grantor, in OrWILOr's discretion) Nv'hich restrict access across all or a portion of the Access Fasement Area. Grantee shall provide Grantor with reasonable advance notice (which notice rnay be oral) prior to Grantee entering upon the Access Easement Area so that Grantor may unlock any -inch fences. gates or barriers; or accompany Grantee on -to the Access Easement Atca. Grantee agrees to use reasonable efforts to close and secure such gates or otherwise restore such fence and/or barrier promptly after passing through such gate, fence or barrier. Grantee acknowledges that use of the Access Fasernent Area may be ten-tporarily interrupted: (a) during construction, maintenance and repair of' parking areas, drive\,vays, landscaping, sidewalks, pedestrian ways and other improvements and 'flacilities existing from time to time oil or Nvithin the Access Easement Area, (b) durbig all emergency, or (c) in order to avoid the possibility of dedicating tile same for public use or creating prescriptive rights therein, and in such event. Grantor shalt provide to Grantee, 'prior written notice of such interruption and reasonable alternate access to and Croill the Wastewater E-asement during the entire period of such temporary interruption. Notwithstanding the foregoing, if` such temporary interruption is due to all emergency, no prior notice of such interruption shall be required, but Grantor shall provide written notice of such interruption to Grantee as soon thereafter as reasonably possible. 5. Rk-,ht tea Relocate Access Fasement Area. At any time or from ti is to time, and subject to Cjrantee`s prior written approval, which approval shall not be unreasonably withheld, Grantor may OW relocate the Access Easement Nrea to any other area of Grantor' Property, so long as such relocation continues to provide Grantee uninterrupted access ( ' subjJQct to paragraph 4 above) to file Wastewater Easement along an access road constructed in accordance, with the ternis of this Agreement and the specifications shovni, on Exhibit "C". fit the event ofativ such relocation of the Access Fasernent Area (or any portion thereot) under this Section -5, the, Parties shall execute a recordable amendment to this Agreement effiectuating the relocation o ('the Access Easement Area. 7� Miscellaneous. at. Fritire Agreenient, Notwithstanding any terms, provisions or conditions of any other documents or instruments to the contrary, this Agreement constitutes the entire agreement amon- the Parties hereto as to the subject matter hereof' and (lie Parties do not rely upon ally "I I statement, promise or representation not herein expressed. bAmendments, Neither this Agreement nor any term hereof may be chaiige d. ' waived'. discharged or terminated except by art agree ntent in writing signed by the Parties hereto. c. Governing La This Agreement shall be deemed to be a contract tri c , Ay. L d r the laws of the State of Texas which is performable in Williamson County, Texas, and for all purposes, shall be construed and enforced in -accordance with and governed by the laws of' the, State of Texas. d. CounterpAqs, To facilitate execution. this Agreement alay be executed in any number of counterpatts as may be convenient or necessary, and it shall not be necessary that the signatures of all pat -ties hereto be contained on any one eouriterpal-L hel-e0f. el Bindina on Assigns. This Agreen.ient shall be binding upon and inure to the benefit of Grantor and Cirantee and their respective successors and assigns and shall be deemed to be as covenant runnina with the land. f. No PartricrsLiip, Nothing contained herein shall be construed to create at partnership between or among the Pal -Lies, near shall it Qau.,,-,Q them to be considered joint venturers or inerribers of' arly joint entetpris-IL-. In addition, this Agreement is not ititended to create any third party, beneficiary except as otherwise provided. 9. Notices. Any notice hereunder must Lie in writing, and shall be effective when deposited in the United States Mail. Certified (Return Receipt Requested), or with a recognized overnight COLIFief service, addressed to the parties as set forth below (or as may be designated from time to time as provided in this Section 6.g), or when actually received by the party to be notified., including electronically confirmed facsimile transmissions: To Grantor: M Telephone: To Grantee.: Citv of Geor-e town, P,6. Box 409' Georgetown, Texas 78627 Attn: Systems Fng ,ineering Director Telephone: 512-931-7672 SIGNATURES APPEAR ON FOLLOWING PAGE] t 8 EXECUTED to be effective as (if the date first written above, hisert signatui-e an(I notar)� blocks APPROVED AS 1*0 FORM. Brid,,et Chapman lz Cith£ Allorney Exhibit "A" - Description ofGrantor's Property Exhibit "B" — Description of Access Eawnent Area Exhibit "C" - Road Specifications AFTER FSI CORDINCa, K �LLL)M GRANTEE: -IQ— Georgeto,wri City Secretary P.O. Box 409 Georgetown, Te w,; 78627 19 Description of(trantor"s Proi)ertv w Descrimion of Access Easement Area mu EXHLBIT "C" Road Specifications I. INSURANCE ISE QUIRE-NIENTS FOR SSGI IMPROVENTENTS 1, CONTRACTOR' shall purchase and inaintain insurance in the ty es and anloUnts p indicated below for the duration ofdle Agreement (unless a longer duration is specified), which shall be for the South San Gabriel, Wastewater Interceptor (SSCSI ) linprovementsovoled by or to be transferred to the City of Georgetown, Texas t" 0X% -'l' in tile care, custody and control of CONTRACTOR prior to and during the term of the Contract.2 and all warrailty periods. Failure to purchase and maintain the required insuratice shall be grounds Cor Terriiination of the Agreement 'car Suspension of the Work, by ONNUNER. Except for the Worker's Compensation policy, the other insurance policies required by the Agreement to be obtained by CONTItACTOR must state that OI&NER. its officials, directors, employees, representatives, and volunteers are added as additional insureds Nk4th regard to operations and activities by or oil behalf' of the named insureds performed under contract with OWNER. 'File additional insured status must'. cover completed operations as well. and the policy covering completed work must remain in effect until the expiration ofthe statue orrepo se. 2. CON't-tzixITER must complete arid forward the required Certificates of Insurance to OWNER before the Agreement is executed as verification of coverage required below. CONTRACTOR shall not commence Work, until the required insurance, is obtained and until such insurance has been reviewed by OWNER. Approval of insurance by OWE NER shall not relieve or decrease the Liability of CONTRACTOR hereunder and shall not be construed to be a limitation of liability on tile part of CONTR. ACTOR. CONTRACTOR must also complete and forward the required Certificates of Insurance to ONNER whenever a previously identified policy, period has expired as verification of continuing coverage. 3. Contractor's insurance coverage is to be vvritten by companies licensed to do business in the State of'Texas at the time the poticies are issued and shall be written by companies with A.M. Best ratings oi'B+Vll or better, except for hazardous material insurance which ,;hall be written by companies with A.M. Best ratings of A- or better. 4. All endorsements naminc, the OWNER as additional insured, waivers. and notices or cancellation, endorsements as wet] as the Certificate of Insurance shall indicate: City of Georgetown, 113 E. 8"' Street, Georgetown, Texas 78620, A7rTN,: Contract Manag-er. 5. The "other" insurance Clause shall not apply to the OWNER where the OWNER is an additional insured shown on, any policy. It is agreed that tile COITR. CTOR's insurance shall be considered primary with respect to any insurance or self-insurance carried by OWNER. The CONTRACTOR'S insurance shalt apply separately LO each insured against whom a claim is made and/or lawsuits brought. except with respect to the I imits o f7insurer's liability, CONTRACTOR meats the Contractor retained by 0vner or District to construct the Sotith San Gabriel Interceptor. CONTRACT means the contract, between or uniting owner sand cit District as pat -ties of the first part, and the CONTRACTOR as tile party of the seimnd part. 3 Agreement means the Consent Agreement among City, Owner, and District. Exhibit P Williamson County -MUD 30 Insurance and Bond Requirements Pa6w 3 6� If insurmice policies are not written for amounts specified below, CON'I'ttACTUR shall carry Umbrella or Exce," Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. 7. OWNER shall be entitled, upon request and without expense, it) receive certified copies ol" policies and endorsements thereto and may n -Lake in); reasonable requests I'k')r deletion or revision or modification of particular policy, terms. conditions, limitationsor exclusions except where, policy provisions are established by law or regulations binding upon either (,)I* the, parties hereto or the underwriter on any such policies. 8. O\VNER reserves the right to reVieVV the insurance requirements set forth during the Z�' effective period of ttic Agreement and to make reasonable adjustments to insurance Covera- limits, and exclusions when deemed necessary atid prudent by ONVNER based upon changes in :statutory law', court decisions, the claims history of the industry or financial condition of the insurance company as Nvell as coNTRAC'170R. 9. C()NTRACTOR shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Aggiceirient or as required in the Agreement. Z711 10. CONTRACTOR shall be responsible for premiums, deductibles and self-insured retentions. ifany, stated in policies. All deductibles or setf-insured retentions shall be disclosed on the Certificate of Insurance. It. The policies niiist contain the follorN4iig language: —This policy shall not be cancelled., materially changed, or not renewed until after thirty (30) days prior written notice has been given to OAXINER." In addition, CONTRACTOR shall provide ffiNVINFR. thirty (30) days written notice of erosion of the aggregate limits below occurrence. liniiis, liar all applicable coverages indicted within the Agreement. 12. If OWNER -owned property is being transported or stored orf -Site by CONTRACTOR. then the appropriate property policy Nvill be endorsed for transit, and storage in an amount sufficient to protect OWNFR,'s property. 1'. `l he. insurance coverages required under this contract are required niminiums and are not intended to limit the responsibility or liability oft_ ON'`IRACTO . 14, Without limiting any of the other obligations or liabilities cif` the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing Nvork under the Agreement, at the Subcontractor's own expense, to maintain during the term of the Agreement, the same stipulated minimum insurance including the required provisions and additional policy conditions as slio\-\"n Z-- above, As an alternative, the CONTRACT OR may include its Subcontnactors as additional insureds on its own coverage as prescribed under these requirement,,;. The CON'rf;tACTORI s certificate of insurance shall note in such event that the Subcontractors are included as additional insureds and that CONTR.NCTOR agrees to provide Workers' Compensation for the Subcontractors and their employees. The CON'fR-&C`I'OR shall obtain and mortitor the. ceitifi,cates of insurance from each Subcontractor in order to assure, compliance with the insur,mice requirements. The CONTRACTOR must retain the certificates ol` insurance for the Exhibit P Witfiamsoii Coutity MUD 30 hisuraiice and Bond Requirements Pae 2 duration of the Agreement plus rive (5) years and shall have the responsibility oCenforcing these insurance requirements among its subQontTactors. The OWNER shall be entitled, upon request and without expense. to receive copies of these certificates. B. Business Automobile Liability Insurance. Provide coverage for all owned. non -owned and hired vehicles in an arnount not less than S 1,000,000 combined single limit per accident for bodily h1jury and property darnage. The policy shall contain the following endorsements in favor of OWNER Waiver of Subrogation endorsernent TE 2046A, ,0 3 clay ay Notice of Cancellation endorsement TE 0202A, and Additional Insured endorsement TE 9901 B. Provide coverage in the following types and amounts: A tninimurn corabincd bodily injury and property darnage limit of $1,000,000 per occurrence. No agkgregate shall be permitted for this type of coverage. Such insurance shall include coverage for toadingand unloading hazards. I" ZZ C Workers' Compensation and Eniployors' LiabilitN Insurance. Coveragge shall be consistent with statutory benefits outlined in the Texas Workers' Cornpensation Act (Section 401). CON'rRACTOR shall assure conipliance with this Statute by subinittiag two (2) copies of a standard certificate of coverage (e.g. ACCORD forun) to Owncr°s Representative for every person providing services on the Project as acccpuablc proof of coverage. The required Certificate of Insurance itiust be presented as evidence of coverage for CONTRACTOR, Workers' Couipensation Insurance coverage written by the Texas Workers Carnia ensation Fund is acceptable to OWNER. CONTRACTOR's policy shall apply to the State M"Texas and include these endorscineots in favor of OWNER: \Vaiver of Subrogation, form WC 420304; and 30 day Notice of Cancellati(-,)n, form WC 4-20601 The, minimum policy limits for Employers' Liabtlity Insurance coverage shall be the minimum amounts required to meet the statutory requirements of 'rexas Labor Code, Section 01,0 :1(44), or the following. kvhiche-ver is greater: $ 1,000.000 bodily it jjury per accident, and $1,000.000 bodily injure by, disease policy limit; and S 1,000,000 bodily inji ury by disease each ernployce, and $1,000,000 ErnplovcCs Liability. CONTRACTOR has the option to self -insure in accordance with applicable law and OWNER approval . ExhiLvit P Williainson County MUD 30 InAtrance-and Bond Requirements Price -3 D, Commercial General Liability Insurance, -rhe Policy shall contain the following, provisions (to the extent available).� Blanket coatraettial liability, coverag tor fiibility and indemnifications assumed under the ':)C Agreement and all contracts relative to this Prcjject. Completed CiperatiowqProducts Liability until the end the -statute of repose period. Expiosion, Collapse arld Underground (X, C & U) Coverage_ IndependentContractor's coverage, A—rcoate I imitzs of insurance per pro ect, endorsement CO 2503. OWNER listed as an additional insured, endorsement CG 20 10. 30 day notice (if cancellation in favor of OWNER, endorsemelit CG 02055. Waiver of Transfer of Rccovety, Against Others in favor of OWNER, endorsement C 2404 fully insuring CONTRACTOR'S or Subcontractor's liability for bodily injury and property damages with at combined bodily injury (including, death) and property daiiiage mininiurn limit of: S 1 000,000 per occurrence S2,000,000 general a -p, .gregate S2,000,000 products, and completed operations aggregate Coverag ge shall be on an "occurrence" basis. E. Intentionally emitted. R Umbrella Liability Trisurance. The CONTRACTOR shall obtain, pay scar, and maintain umbrella liahilhy insurance dufuig the contract term, insurina the Co',N'rRACTOR (fat{ subcontractor) l'or an amount not less than $t,000.000 that provides coverage at lea-st as broad and applies in excess of and follows the tbrin -L)f the primary liability coverages required hereunder. The policy shall provide "drop doxvn" coverage where UIIdCrl)`IIIIY primary insurance Z-1 LI - coverages limits are insufficient or exhausted. G. Intentionally ornitted. Exhibit P Williamson County MU 'D 30 instirance and Bond Requirements, Pa -e4 11. PERFOIUMANC E AND PAYMi:Vf BOND Rl1+;Q171REMENT A, f:rcxll( rc- . 1, Bonds, when required by the Agreement or by Chapter `?` ,53 cif" the Texas Government Cade, shall be e\ecuted oil forms furnished by or (acceptable to O\ NER. All boods signed by ail agent must be accompanied by a certified copy of such agent"s authority to act. 2. if the surety rnra any bond furnislted by CONTRACTOR is declared bankrupt or becomes insolven€ or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of the preceding paragraph, CONTRACTOR shall within ten (ltl) days thereafter substitute ancther bond and surety. hath ofwhich riaust he acceptable to OWN17 . 3. When Performance mance: moods and/or Payment Bonds are required, each shall be issued in all amount of one hundred percent (100%) of the estimated construction cost of the South San Gabriel Wasteivater Interee tor° as security for tyre faithful performance and/or payment of tilt C(--)NTR,AC'TOR'4 abli rttions under the Agreement. Performance Bonds and Payment, meat, Bonds shall be: issued by a solvent surety cotnpanyt authorized to do business in the State. of l''exm, and shall meet any other requirements established by law or by ONkNER punsuarrt ro applicable law, Any surety duly authorized to do business in Texas mikywrite Perfonnarice and Paayrnetat Bonds on a project widiont reinsurance to rite limit of: 10 percent of its capital and surplus. Such a surety must reinsure any obligations over 10 percent. I . If the estimated cost of* constructnw, the South San Gabriel Wastewaler l.rrter°ce tn0 exceeds $100,000, CONTRACTOR shall furnish 6WNI:Ft with a Performance Band in the form set out 1iyr OWNER, The Performance Bond shall be el "eetive for the term of the Aygrecrncnl and through all warrant\,, period(s).. If the estimated cost of constrUetilig, the. South San Gabriel Wastewater Interceptor exceeds $25,000 but is less than or equal to S100,000. CONTRACTOR shall Cornish OWNER with a Performance Bond in the form set out by OWN ER, unless the original estimated time rear completion of construction is 0 Calendar Days or less, in Nvhich case CONTRACTOR, can agree to tate following tennis and condition for payment in liar of providing a Performance Bond: no money will he paid to CONTRACTOR until completion, and acceptance: of the Work by OWN 1-:,',R: CONTRACTOR shad be entitled to receive 95% of the estimated cost of construction of the South San Gabriel �Vaistewarter° interceptor following Finial Complei ion, and the remaining 1" of Ilse Contract Amount following, the one year warrali y period, 3, If tine estimated asst of constructing the: South Sari Gabriel Wasteivaater• Interoceptor is less that) or equal to S25,000, C'Clltiµl'RACTOR will not be requited to furnish a Perfortuance bond; provided however, that, the Perforniance Bond may be reduced to 25% of the cost of tile: Work rafter tine end of the firstyear of the warranty period.. 4. If a Performance blind is required to be ftnrnished, it shall extend fear the two year warrant)�y� period, or longer if the warranty periods are ton=ger. Exhibit P Williamson County MUD 0 Ensuranc12�and Bond Requirements Pave 5 I . If the estimated cost, of constructing the South Son Gabriel Wastewater interceptor exceeds S 13 1 25,000, CONTRACTOR shall furnish OWNIER with a Paynietv: Bond in the lbrili set 01. L by OWNER 2. If the estimated cost of constructing the �Soitth San Crabriel Wastewater Tuterceptor is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Payment Bond; provided that [to money will be paid to CONTRACTOR until completion and lac ceptance of the Work by OWNER, D. Power of Attorney. Each bond shall be accompanied by a valid Power of -Attorney (issued by the surety cornpany and artached, signed and sealed with the corporate embossed scal, to die bond) Mttl1k ViZiuti� the attorney in fact who signs the bond to conjujit the: company to the terns of the bond, atid stating any lit -nit in tic for which the attorney can issue a Sing bo I :tingle nd, 1 Bond Indemnification. The process of requiring and accepting bonds and making claims thereunder ,,hall be conducted in compliance with Tex. Gov't Code, Chapter 2253. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORIMANCE', BOND IS NOT HONORED BY THE SURETY, TtAL-- COINTRACTOR SHALL FULLY INDE`10N IFYANiD 14OLD THE OWNER HARMLESS OF AND FROM ANN COSTS. LOSSES, OBLIGATIONS OR UA3IJ.lTMS IT INCURS AS A RESULT. R Furnishing Bond Informatit'.in, OWNFA shall furnish certified copies of the 1-mynient bond and the related Agreement to any qualified person seeking copies who cornplics with Tex. Gov't Code, §2253.026. (-1. Claims on Pay-nient Bonds. Clainis on payment botids, Must be sent directly to the CON'TRik-CTOR and his surety in accordance with Tex. Govt Code § 2253.04L All Payment and c lainuuni are cautioned that no lien exists on the funds unpaid to the CONTRACTOR on such Contract, and that reliance on notices sent to the OWNER, may result in loss of their rights against the CONTRACTOR. rand or his surety. The 0WNER is not responsible i away manner to a claimant rot, collection of unpaid bills. and accepts no 5tich responsibility because of any representation by any agent or employee. 11, Payment Clainis wht-',11 Payment Bond not Required. The rights or Subcontractors regarding Z pa.N.-triciu: are governed by Tex. Prop. Cbde, §§53.231 - 53.239 when, the estimated cost of constructing, die South San Gabriel Wastev-vater Interceptor is less than $25,OKM1 These provisions set out the requirements forfiilitig as valid lien on funds unpaid to the CONTRACTOR as of, the time of filing the claim, at necessary to release the lien and satisfaction of such claitrt. 1. 'Mininium Standards [car Sureties. Sureties shall be listed (to the U.S. Department of the TreaSLU-V's Listing Approved Sureties stating companies holding Certificates of Authority as acceptable sureties on Federal Bonds and acceptable reinsuring companies (Department Circular 5 -0). R " AGS 201511",1014U u�FNcl'[Al- PUBLIC R I W 05, 2015 09,50 14' 17EE� S637,00 OPERU F\hihit P Williamson County tMUD 3 )0 Insuranceand Bond Reqoirements Nig 6