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RES 112415-M - Parmer Ranch MUD
RESOLUTION NO. 11-zA 1 rs - 0. RESOLUTION OF THE CITY COUNCILOF OF • TEXAS APPROVING A CONSENT AGREEMENT FOR A MUNICIPAL UTILITY DISTRICT (MUD) BETWEEN • D PARMER RANCH PARTNERS, AND NORTHWEST a. O.: COUNTY MUNICIPAL UTILITY DISTRICT O WHEREAS, the City, Owner and Developer desire to enter into a Consent Agreement to for a MUD to identify the rights and responsibilities of the parties in regards to development of the Land and construction of the Public Improvements. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF 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 1, 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 241h day of November, 2015. Resolution No. 1 % as 15 - M Page 1 of 2 Parmer Ranch MUD Consent Agreement THE CITY OF GEORGETOWN, TEXAS: Dale Ross, Mayor ATTEST: 'N Shelley Now ?i -fig, ty Secretary Bridget Chapman, Citytlt6ney Resolution No. \ \atA \S ® M Parmer Ranch MUD Consent Agreement Page 2 of 2 FAM THE CITY OF GEORGETOWN TEXAS AND FARMER RANCH PARTNERS, L.P., AND NORTHWEST WILLIASON COUNTY MUNICIPAL UTILITY DISTRICT NO.2 l ti!li: 11 11115 1 111111111111111 ARTICLE TINTRODUCTION ............................................................ ....................................... l ARTICLE llDEFINITIONS ......................................................................................................... 2 ARTICLE [D EXECUTION OF AGREEMENTS .-....'''''...-..-.'-_.-..--.....-....--....7 3,01 Execution of this Agreement . ~''_,.--~_..__-.--'.,_...-'._,',~__,.--.-...7 3/02 Execution of the Wastewater Services Agreement ...............................................7 3{I3 Execution of the Strategic Partnership Agreement , ..............................................7 3{}4 Execution of Consent tmthe Partial Assignment of Receivables Agreement .-...... 7 3]]5 Organizational Meeting of the District's Board ...................................................... 0 3.06 Limit wmAuthority ...................................................................................................... O 3/07 Effect of Failure twTimely Execute and Return Documents . ...............................8 3]08 Withdrawal mJConsent .............................................................................................. 8 3.09 Submittals to the City Prior tuCreation wfthe District ....................... 10 3[10 No ; No Other Special Districts ` ......................................... .......... 10 3.11 Election on Operation and Maintenance Tax for the Limited District .^............. lO 3.12 Limit on Exercise ofEminent Domain Powers `..................................................... lO 3^13 Service Contracts and Interlocal Agreements ~..................................................... I0 3.14 District Property ....................................................................................................... Il ARTICLE D/ISSUANCE (7F BONDS,...-.,.--...-_-~...,.,.-_.-_,,,,_~~,.~.,..._^-.,-,'._. l] 4`01 Issuance of Bonds'. ~~.._..-._._.-~,___._........^..^..,~^-.-_-..-,.-..._,~.^~-_. ll 4.02 Authorized Purposes.: .............................................................................................. 12 4j03Timing of Issuances ~................................................................................................ I2 4.04 Amount of Bonds ...................................................................................................... l3 4l05Bond Requirements .................................................................................................. l3 4/6 Economic Feasibility ._~.~-_.,..._..~.._-~,-,~.__~-,~~-._,~-_.~_~~.._..~I4 4.07 Notice of Bond Issues ................................................................................................ 14 4.08 Compliance with ,,,..___~ '-_-._.,_.-_.._'.~,'.__,_...__..'.-T4 4/09 Certifications .-..'..-~'..--.-.-'.-^...'.'.~...,__-.~.'_._.-----~-~~.-_'... 15 4.10 Bond Objections '._-.-..~..--.-...--.-.''~.~._.....-.--~.~.'.-'.--........-- 15 4.11 Official Statements ................................................................................................... l6 4`12 Limitation on Bond Issuance ................................................................................... l6 ARTICLE TAXES, FEES AND CHARGES .......................................................................... l6 5/01 Tux Rate Considerations for Proposed Bonds ....................................................... 16 5.0%2 District Fees ............................................................................................................... l7 5.03 Reimbursement of Cit' Expenses -'..-....-.-.....-.......-.--.--.-..---..-.-.l7 5]}4 City Operations Compensation Fee.--....-----'-..--..--.-,...-.-....~..' 18 5.05 Maintenance Tax Rate ............................................................................................. lQ ARTICLE V1LAND -_....~~~..~-__..-.._~.~..-.~~.~-..~~~_~~~.-.'10 6]]1 Land Plan. -.-.-....`.'.....--'.'.'-'—..-...~.-.-.-.....-'---'....-_---~,..-'']8 6.03 Site Plans ................................................................................................................... 2O 6.04 Plat -_..... ~~,.~~._._-~.--..~_.,'_..,,....~`,.^..~_--....~~.3Q Consent Agreement Northwest Williamson County DMD#2 Commencement of Construction; Notice; Inspections ................... StopWork Orders .......................................................................... DI +D .~~'17.� Page 3 of 187 ''''''-----''-- ...................... 2l .-.-.--..-2l .-....----..2l ---.—..—.-2| ...................... 21 ...................... 22 ~n ^^==,V~,C;=a'...................................................................................... .............. �� 6.15 City Inspection Fees .................................................................................................. 22 6.16 Building Permit Fees ................................................................................................ 23 6.17 Impact Fees .............................................................................................................. Z3 6.18 Fire Service Improvement Program ("SIP") Fees ................................................. 2B ARTICLE VII Open Space, Parkland, and Trails ._.-...~,_-.~'..~_._--~-~_~..~,.__._._24 7]01 Ronald Reagan Blvd. Trail ...................................................................................... 24 7/02 Park; Park and Recreation -''-'''-..-..--24 7.03 Parkland Fees ............................................................................................................ 25 7.04 Additional Parkland Fees for Multi -Family Development ................................... 2O 7.05 Internal Open Space and Trails .............................................................................. 26 7^06 ADA Compliance ..-'--'-.-...'—.—.-...~-.......-......----.—..--.—..-..27 07 Open to the for Amenity Center .............................................. %7 ARTICLE VIII ROADWAYS ..-..-.--....—,-..-..-..--....~~.-.-~.~-~..~..-._-_---~-77 8.01 On -Site Roadways .'',..~--~~~--.-....-.--..~~__-.-._--..~-'''...-.'...._,-27 8])2 Off -Site Roadways .-._---___.-,.-.-~._-._-'~-~~~~-~._.~.,._..._.~_-...27 ARTICLE D{ON-SITE Pl]EB[IC INFRASTRUCTURE........................................................... 28 9.01 On -Site Water and Wastewater Public Infrastructure ......................................... 28 9^02 On -Site Drainage and Water Quality Public Infrastructure ................................ 20 9.03 Transfer of Ownership, Operation and Maintenance for On -Site Public Infrastructure.......................................................................................................................... 28 9.04 Capacity Interest ._,,_--..,.,._.~.~~.~.',.~-..'-'.._....'-_~..~,29 ARTICLE }{WateIlAND WASTEWATER -..--...'--~..--.~.......~..-...-.-.-.-..-..--.3O }0]0I Provision mfWastewater Services ..-......-.-.--.--.~._.--..-.----._-.3A )[i02 Provision of Water Services ..................................................................................... 30 10I3 Limit omWastewater Connections; Limit VnDevelopment Approvals ............... 30 18J04 Wastewater Service tmThird Parties ...................................................................... 3A 10i05No Septic Systems..................................................................................................... 3l ARTICLE XI OTHER SERVICES .............................................................................................. 3l }[Ol Garbage Services -.................................................................................................... 31 11.02 Police, Fire and EMS Services ................................................................................. 3l 11.03 StreetLighting ......................................................................................................... 3I 11.04 Fire Hydrants ............................................................................................................ 3l 11.05 Services Outside the District ....................................... ............................................. 3I ARTICLEXII Annexation ......................................................................................................... 32 }2]01 General ..................................................................................................................... 32 Consent Northwest Williamson County MUD #2 12-03 Partial Annexations by City; Limited Purpose Annexation; and Strategic PartnershipAgreement . ......................................................................................................... 32 12.04 lPu0 Purpose Annexation by City ............................................................................ 32 12.05 Consent toAnnexation ............................................................................................. 33 12{6 Zoning on Annexation by the City .......................................................................... 33 12})7 Annexation by the District ....................................................................................... 33 ARTICLE XIII —.'--.....------.----...-.....'......-.-..--.....---.,~.Z3 13.01 ............................................. 14.02 Financial Dormancy Affidavit, Financial Report or Audit.... ........................................................ 15.01 Term ........................................................................................................................... 35 15.02 Delegation and _,.,~.~,....-.-~-.._.^~.--..---...~~_,-~~_~._~35 (a) Delegation of Performance OUbligatiom(m)__~,,,^,,~_,,_,_,....,,..~_,_'^-~__.'~.~35 (6) Assignmentof Rights tuPerformance .................................................................... 35 (c) Effect of Delegation or Assignment .~~-~~.~-._,_.`_~.._.~-'.___.._.._..-_.36 [d) Effect of Delegation or AssignmentbmViolation of this Section ........................... 36 15]]3 Other Limitations on Delegation and Assignment ................................................ 36 15/4 Default and Rights and Remedies for Default ...................................................... 36 (a) Notification of Default ...~~...-'.~_~.~.._~..,_.-_..,..~_.'._-...''-'..~.....-.36 (b) Cure of Default .--.--..-'-'~.-_~....'-~-.'.^.-._~-_.--...-.-.--..'-.-36 15.05 City's Remedies During Owner's orDistrict's Cure Periods ............................... 37 15.06 Rights and Remedies for Default ........................................................................... 37 15.07 City's Right to Terminate ........................................................................................ 30 ARTICLEXVI ............................................................... ... 38 16{)1 Cooperation -.—....--.-~..----.------'-.'.'....----....---''.--~~....38 16J02Notice ......................................................................................................................... 39 16]]3 Waiver ......................................................................... 40 }6/)4 Applicable Law and Venue ..-~,---~~.~.~._~~...-~_...~,~~_`'_-.~.^._°_..~....40 16J05Entire Agreement ..................................................................................................... 4l 16{K6 Exhibits, Headings, and Counterparts ............................................ 41 16]]7 Time ........................................................................................................................... 4l 16.08 Notice toEnd Buyer ................................................................................................. 4I I6.09 Authority for Execution_., -.__.,,_~-.~_~~_°-,_-___~..-~~~.__~~`-'-'_°_..,.4Z 16.I0 Exhibits ...................................................................................................................... 42 16i11Recordation ............................................................................................................... 42 Consent Northwest Williamson County NDD#2 }age iii THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Consent Agreement ("Agreement) is between the City of Georgetown, Texas (the a home -rule city located in Williamson County, Texas, and Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, (the "Owner"). Upon final creation of Northwest Williamson County Municipal Utility District No. 2, a municipal utility district to be created pursuant to Article XVI, Section 59 of the Texas Constitution and under Chapters 49 and 54 of the Texas Water Code (the "District"),, the District shall join in this Agreement and be bound by its provisions. :M 11191 K91 011 Lvow#vrmolkl 1.01 Owner is the owner of that certain real property described by metes and bounds on Exhibit A and shown by sketch on Exhibit B1, consisting of approximately 454 +/- acres of land (the "Land"). The Land lies entirely within the City's extraterritorial jurisdiction ("ETJ"). 1.02 Section 42.042 of the Texas Local Government Code and Section 54.016 of the Texas Water Code require the City's written consent to create a municipal utility district withi a City's ETJ. Section 13.10 of the City's Unified Development Code ("11DC') sets forth the City's requirements for requests to create a special district. 1.03 On October 10, 2013, Owner filed with the City Secretary's office a petition requesting the consent of the City to the creation of a municipal utility district on the Land (the "Creation Petition"). 1.04 On the City Council adopted Resolution No. - (the "Consent Resolution") consenting to the creation of the District on the Land. 1.05 This Agreement requires, among other things, that the Related Agreements (defined herein)_be executed by the parties thereto. 1,06 Owner and the City intend that the purpose of this Agreement is to set out the mutually agreeable terms and conditions relating to the creation and operation of Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Pagel of 45 the District and development of the Land, consistent with the Consent Resolution, and that this Agreement, and the Related Agreements are essential elements of the grantint of the City's consent to creation of the District. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth/ the Parties contract as follows. 2.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms and phrases used in this Agreement shall have the meanings set out below: (a) Agreement: means this Consent Agreement between the City of Georgetown, Texas, the Owner and, upon its creation, the District pertaining to creation of the District on the Land. (b) Assignee: means a successor to Owner, as permitted under Section 15.02 of this Agreement. (c) Bond: means (1) any instrument, including a bond, note, certificate of er participation, or othinstrument 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 borrowing power, without regard to whether it is subject to annual appropriations, and (b) is represented by an instrument issued in bearer or registered form or is not represented by an instrument but the transfer of which is registered on books maintained for that purpose by or on behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but shall not include 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, which may be issued by the District pursuant to Section 4.04 of this Agreement. Consent Agreement Northwest Williamson County NWD #2 (NWWCNWD2) Page 2 of 45 g) City Manager: means the City Manager of the City. (h) City Objection: means an objection by the City to a Bond issue as defined in Section 4.10 of this Agreement. (i) City Secretary: means the City Secretary of the City. (k) C4: means the City of Georgetown, Texas, a home rule city located in Williamson County, Texas. Consent Resolution: means Resolution No. the City Council on, and dated adopted by to be effective on (1) Creation Petition: means the petition submitted by Owner to the City Secretary requesting the City's consent to the creation of the District and development of the Land. (m) District: means Northwest Williamson County Municipal Utility District No. 2. (o) District Creation Date: means the date that the TCEQ issues an order creating the District or the effective date of any legislation passed by the Texas Legislature creating the District. (p) Effective Date: means the latest date that one or more counterparts to this Agreement, taken individually or together, bear the signatures of duly authorized representatives of the City and Owner. This Agreement sha I be effective as to the District when signed by a duly authorized representative of the District. (q) ETT: means the extraterritorial jurisdiction of the City as determined under Chapter 43 of the Texas Local Government Code, as amended. (r) Finance Director: means the City's Director of Finance. (s) Finance Plan: means the Finance Plan attached hereto as Exhibit'C. Financial Advisor: means the City's Financial Advisor. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 3 of 45 (u) Governing Regulations: means, collectively, the following laws, regulations and documents pertaining to development of the Land: (3) the Land Plan attached as Exhibit D, as the same may amended from time to time in accordance with Section 6.02 of this Agreement (the "Land Plan"), which Land Plan is consistent with the City's Comprehensive Plan and considered to be a development plan as provided for in Section 212.172 of the Texas Local Government Code; (4) the City's Unified Development Code ("UDC") (herein defined), as modified by the Land Development Standards attached as Exhibit E (5) the City's Development Manual (including, without limitation, the fee schedule), including amendments that may be approved from time to time by the City; (6) the City's Construction Specifications and Standards Manual, including amendments that may be approved from time to time by the City; (7) the City's Drainage Criteria Manual, including amendments that may be approved from time to time by the City, (8) the City's Traffic Calming Standards,• includiniz amendments that may be approved from time to time by the City; (9) final plats for portions of the Land that are approved, from time to time, by the City; (10) 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 City; (11) all national and miternational residential and commercial building codes adopted by the City, (e.g., electric codes, building codes, plumbing codes, mechanical codes, energy conservation codes and Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 4 -of 45 fire codes), including changes and local amendments thereto that may be adopted from time to time by the City. (v) Interlocal Agreements- means agreements between or among the District and another local government for purposes permitted by the Interlocal Cooperation Act, Chapter 791, Government Code; and Section 552.014 of the Texas Local Government Code, and this Agreement. (w) Land: means approximately 454 +/- acres of land located in the City's ETJ, described by metes and bounds on Exhibit A and shown by sketch on Exhibit B. (x) Land Development Standards: means the special development standards applicable to the Land as set forth in the attached Exhibit E. (y) Land Plan: means the plan attached hereto as Exhibit D. (z) Limited District: means the limited district into which the District shall convert upon full purpose annexation of the District by the City. (aa) Notice: means notice as described in Section 16.02 of this Agreement. (bb) Off -Site Public Infrastructure: means the Public Infrastructure located outside the boundaries of the Land and necessary to serve the Land in accordance with the Land Plan. (cc) On -Site Public Infrastructure: means the Public Infrastructure located within the boundaries of the Land and necessary to serve the Land in accordance with the Land Plan. (dd) Owner: Parmer Ranch Partners, L.P., a Texas limited partnership, and/or its successors or Assignees as permitted by this Agreement. (ee) Partial Assignment of Receivables Agreement: means the agreement between City and Owner relating to assignment of certain Bond receivables to fund the Master Development Fee described in Section 5.04 of this Agreement, and attached hereto as Exhibit K, and which agreement is an essential element of the graptiXig of the City's consent to creation of the District. (ff) Parties: means, collectively, the City, the Owner, and the District, and their successors and Assignees as permitted by this Agreement. Consent Agreement Northwest Williamson County MUD #2 (NWWCNITJD2) Page 5 of 45 (gg) Eqrt : means, individually, the City, the Owner, or the District, and their y successors and Assignees as permitted by this Agreement. (hh) Planning Director: means the City's Director of Planning and Development. (ii) Public Infrastructure: means the water, wastewater, drainag- ! qualitypark and recreation, and roadway improvements acquired, installed or constructed to serve the Land, including both the On -Site Public Infrastructure and the Off -Site Public Infrastructure, the major components of which are described *in the Preliminary Engineering Report attached hereto as Exhibit . 0j) Related Agreements: means, collectively, the Wastewater Services Agreement, the Strategic Partnership Agreement, and the Partial Assignment of Receivables Agreement by, between or among the Parties related to the Land. (kk) Service Contract: means any contract with the District for goods or services, but specifically excluding professional services contracts and contracts for design, permittin9 , and construction of Public Infrastructure. (11) Strategic Partnership Agreement: means the Strategic Partnership Agreement attached hereto as Exhibit H -pursuant to which the City shall have the right to annex the Land for the purposes of allowing the City to impose sales and use taxes within the boundaries of the District pursuant to Section 43.0751 of the Texas Local Government Code and to allow for the continuation of the District as a "limited district" after full -purpose annexation of the District by the City, and which agreement is an essential element of the granting of the City's consent to creation of the District. I'm m) Structure: means a permanent structure as such term may be define&, from time to time, by the City, but in any event, including every structure designed or intended for human occupancy and every accessory structure intended for human occupancy. (nn) If EQ: means the Texas Commission on Environmental Quality, or its successor agency. (oo) UDC: means the City's Unified Development Code, as the same may be amended from time to time. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 6 of 45 (pp) Utility Director: means the City's Director of Utilities. (qq) Wastewater Services Agreement: —means the agreement between the City, Owner and the District regarding the provision of wastewater collection and treatment service to the Land, attached hereto as Exhibit G, and which agreement is an essential element of the granting of the City's consent to creation of the District. Consent Agreement Northwest Williamson County NITJD #2 (NWWCNITJD2) Page 7 of 45 i .1 3.05 Organizational Meeting of the District's Board. The organizational meeting of the District's Board must be held within one hundred and eighty (180) days after the Districes Creation Date. 3.06 Limit on Authority. Prior to the timethat this Agreement, the Wastewat Services Agreement, the Strategic Partnership Agreement, and the Consent Assignment of Receivables are all executed by the District, and the time that the Parti Assignment of Receivables Agreement is executed by Owner, and all are returned to t City Attorney, the District shall not issue Bonds or enter into developer reimburseme agreements (unless such developer reimbursement agreements provide that they a only effective if, and when, the foregoing documents have been executed and delivere to the City Attorney) and shall be prohibited from taking any affirmative act to do so, the District or Owner fall to approve, execute, and deliver to the City this Agreement any of the Related Agreements within the time frames required by Article III of thi Agreement, and such failure is not cured within fourteen (14) days after Notice from t City to Owner and the District, such failure shall constitute a material breach of fl] Agreement by Owner and shall operate to prohibit the District from taking a affirmative act to issue Bonds or executing developer reimbursement agreements un the failure has been cured. 3,07 Effect of Failure to Timely Execute and Return Document Notwithstanding anything in the Consent Resolution, this Agreement, the Strateg Partnership Agreement, or the Wastewater Services Agreement to the contrary, upo the provision by City to Owner of Notice, the City may elect to terminate th Agreement and the Related Agreements and those agreements shall be void and ha ' no further force or effect if this Agreement and the Related Agreements are n executed by Owner within fourteen (14) days after the City Council has approved sa - and delivered three (3) executable originals to the Owner, or are not executed by t District within the timeframes required by this Agreement, and returned to the Ci Attorney. The effectiveness of all reimbursement agreements executed by the Distri and land development agreements executed by Owner or the District shall be express conditioned upon approval and execution by the District's Board of this Agreemen and the Related Agreements. (a) The City's coitsent to the creation of the District shall be deeirted withdrawn if: (1) TCEQ or Legislative creation of the District is not effective within twenty-four (24) months after the Effective Date; or Consent Agreement Northwest Williamson County MUD #2 (NWWCNWD2) Page 8 of 45 (2) Owner fails to commence actual construction of the Public Infrastructure within five (5) years after the Effective Date. (b) The City's consent to the creation of the District shall be deemed withdrawn and the District shall be dissolved if: (1) the District has not held a confirmation election within two (2) years after the Effective Date; or (2) the District has been inactive for a period of five (5) consecutive years and has no outstanding bonded indebtedness as provided in Section 49.321, Texas Water Code; or (3) Construction of the Interceptor (as that term is defined in the Wastewater Services Agreement) is not commenced as of the Commencement Date (as that term is defined in the Wastewater Services Agreement) or is not completed by the Completion Date (as that term is defined in the Wastewater Services Agreement); or (4) Owner or District is in default of any of the Related Agreements and the default has not been fully cured before expiration of the applicable cure period in the applicable Related Agreement. (c) If an event described in Section 3.08 (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 creation of the District or issuance of Bonds submitted to the TCEQ the Attorney General, or the state legislature shall be withdrawn, no District confirmation election shall be called or held, and Owner shall forbear from executing any documents or instruments or taking any other actions enabling the creation, or confirmation of the creation, of the District. If an event described in Section 3.08 (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 3.08(a) or Section 3.08(b) occurs, District and Owner expressly and irrevocably waive any claims against the City for repayment of costs and expenses Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 9 of 45 would otherwise beeligible to be reimbursed to Owner by Distrim -pursuant to the rules and regulations of the TCEO or other a)22licable la I 3.09 Required Submittals to the City Prior to Creation of the Distri Concurrently with the submission of the District creation application to the TCE Owner agrees to submit to the City a copy of the draft application and all supporti documents, including (without limitation) evidence that the land to be included in t District is coterminous with the boundaries of I the Land and is *in the City's ETJ, and financial statement of Owner as required by TCEQ rules. The City shall have ten (1 business days to review the draft application and provide comments to Owner. 3.10 No Incorporation; No Other Special Districts. In furtherance of the purposes of this Agreement, the District and the Owner, on behalf of themselves and their respective successors and Assignees, covenant and agree that, except upon prior written consent of the City Council, 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 an-pp-aetition seeking to inmiry p - -,orate the Land or seeking to include the Land within the boundaries of any other special district, assessment governmental jurisdiction, other municipality, or any other incorporated governmental entity other than the City. 3.11 Election on Operation and Maintenance Tax for the Limited District. Concurrentl,:r,, with the District's confirmation election., the Di rf agrees to conduct an election on a proposition to authorize the Limited District to levy an operation and maintenance tax, as authorized by Section 49.107, Texas Water Code, to provide funds to o�-:erate the Limited District and to oicerate and maintain the facilities re3tuired b,,,,this Agreement or a Related Agreement to be constructed, owned, operated, maintained, repaired or replaced by the Limited District following full purpose annexation of the District. The District agBo rees that it shall not issue nds until such time as this proposition has been submitted to and approved by the voters within the District. 3.12 Limit on Exercise of Eminent Domain Powers. The District shall not be authorized to exercise the power of eminent domain to acquire any interest in property that is located outside the boundaries of the District except (i) when necessary to construct Off -Site Public Infrastructure or (ii) when such power is exercised with the express prior written consent of the City Council. 3.13 Service Contracts and Interlocal Agreements. The District shall not, without the prior written approval of the Planning Director and the Utility Director, enter into any Interlocal Agreements or Service Contracts with terms that (a) require the payment of a "termination" or similar fee for termination; or (b) are not unilaterally Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 10 of 45 terminable by the District upon (x) sixty (60) days' prior written notice or (y) the end of the District's then -current fiscal year, whichever is later. The Planning Director and the Utility Director shall timely review all contracts submitted under this Section and either approve them or provide written comments specifically identifying any changes required for approval within thirty (30) days of receipt. If no City comments are received within such time, the City's consent to such contract will be deemed to have been granted. The prohibitions contained in this Section shall not apply to contracts that will be assumed by the Limited District after full purpose annexation. 3.14 District Property. Except as provided below in this section or elsewhere in this Agreement, the District shall not sell, convey, lease, mortgage, transfer, assign or otherwise alienate any of its water, reclaimed water, wastewater, or drainage/water quality improvements, or other District property to any third party other than the City without the prior written approval of the Utility Director. The foregoing condition shall not apply to: (a) the District's disposal or replacement of equipment or material which has passed its useful life; (b) the grant of easements necessary for the development of the Land; (c) the grant or commitment of capacity in any water, sewer, drainage facilities owned or controlled by the District in order to provide service to lands within the District; (d) the conveyance of any roads to Williamson County as permitted or required by applicable law; (e) the sale of property deemed to be surplus by the District; or (f) the sale, conveyance, lease, mortgage, transfer, assignment or other alienation of any such property that is not in conflict with this Agreement, for which no approval shall be requirei 4.01 Issuance of Bonds. The Limited District shall not issue any Bonds. Except as authorized by Section 4.02 of this Agreement, the District shall not issue Bonds (x) without the prior approval • the City Council and (y) until the documents required • • III are executed and delivered to the City in accordance therewith. Consent Agreement Northwest Williamson County WD #2 (NWWCWD2) Page 11 of 45 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 following: (a) Purchase, construction, acquisition, repair, extension, enlargement, modification, improvement and replacement of land, easements, works, improvements, facilities, plants, equipment, and appliances 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 from the District, whether in fluid, solid or composite state; and II!, 1111111r:1;1� miqig��1111111 I .q•� 1111111 111111 (4) Roads or improvements in aid of roads as authorized by Section 54.234, Texas Water Code, and Article III, Section 52, Texas Constitution; and (5) Provide parks and recreation facilities for the inhabitants of the District, subject to the provisions of this Agreement and Chapter 49, Subdiapter N and Chapter 54 of the Texas 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 municipal utility districts in the issuance of bonds such as the Bonds, including issuance, administrative, insurance and regulatory expenses related to issuance of any Bonds and the land, easements, works, improvements, facilities, plants, equipment, and appliances being financed by the Bonds.; and (c) Refunding of any outstandig Bonds of the District for a debt service savings; provided, •however that any such refunding Bonds otherwise satisfy the requirements of this Agreement; and (d) To pay its sums due or post or irnainta.in fiscal security required under any of the Related Agreements. 4.03 Timing of Issuances. The District contemplates that it may be able to issue Bonds generally as set forth in the Finance Plan attached hereto as Exhibit C. Consent Agreement Northwest Williamson County NWD #2 (NWWCMUD2) Page 12 of 45 However, the Parties understand that the actual timing, size and 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 timing 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 (excluding refunding Bonds) on or before the date that is fifteen (15) years after the date of issuance of the District's first bond issue. If the District fails or is unable to do so, the City shall have the authority to revoke the District's authority to issue its remaining but unissued Bonds and to proceed with annexation of the District for full purposes. 4.04 Amount of Bonds. In consideration of the City's consent tothe creation the District, the District agrees that the total amount of Bonds issued by the District f all purposes, excluding refunding Bonds,, shall not exceed EIGHTY MILLION U. DOLLARS ($84,000,000.00) (the "Bond Limit Amount"), unless specifically approve a by the City Council. Owner and District acknowledge and agree that the Bond Li Amount is sufficient to accomplish the purposes of the District, and that Owner a District have voluntarily agreed to the Bond Limit Amount. District improvements• facilities, if any, the cost of which exceeds the Bond Limit Amount shall be dedicated 0 the District without reimbursement unless otherwise approved by the City Council. 4.05 Bond 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 accordance with this Agreement and 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. In addition to the limits in Section 4.04 of this Agreement, all Bonds issued by the District shall comply with the following •' (a) maximum maturity of twenty-five (25) years from date of issuance for any series of Bonds issued on a date that is before ten (10) years after the date of issuance of the District's first Bonds; and a maximum maturity of twenty (20) years from the date of issuance for any series of Bonds (excluding refunding Bonds) issued on a date that is ten (10) years or more after the date of issuance of the District's first Bonds; and (b) Interest rate that does not exceed two percent (2%) above the highest average interest rate reported b'the Daily Bond Buyer in its weekly 20 y Bond hidex" during the one month period immediately preceding the date that the notice of sale of such Bonds is given; and Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 13 of 45 2. (c) The Bonds shall expressly provide that the District shall reserve the right to redeem Bonds at any time beginning not later than the tenth (10") anniversary 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 not extend beyond the latest maturity of the refunded Bonds, (iii) be preceded by delivery of a certificate from the District financial advisor (which shall be the same as the Financial Advisor) that demonstrates that the proposed refunding complies with this Section within three (3) business days after the executiR n of the purchase agreement for the refunding.- and (e) No Bonds (excluding refunding Bonds) shall be issued having an issuance date more than fifteen (15) years after the date of the first issuance of bonds by the District. 4.06 Economic Feasibility. Before any submission of an application for approval of issuance of Bonds to the TCEQ or to the Attorney General, whichever R' ccurs first, the District"s financial advisor (which shall be the same as the Financial Advisor) shall certify in writing to the Finance Director that the Bonds are being issued within the then -current economic feasibility guidelines established by the TCEQ for districts in Williamson County and in conformity with Article IV of this Agreement. 4.07 Notice of Bond Issues. At least thirty (30) days before the submission of an application for approval of issuance of Bonds, except refunding Bonds, to the TCEQ or to the Attorney General, whichever occurs first, the District shall deliver to the City �iwro' it yit�� *f �k completed application to the TCEQ (without attachments); and (c) a statement from the District's fin.. amount 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 Bonds; and (iii) the proposed debt service and District tax rate 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 Finance Dirtaor at'leas� thirty (30) days prior to thelssuanckz: 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 TCEQ or the Attorney Consent Agreement Northwest Williamson County MUD #2 (NWWCWD2) Page 14 of 45 General, whichever occurs first, the District shall certify in writing to the Finance Director and City Attorney that the District and Owner are not in breach of any material provision of the Consent Resolution, this Agreement, or the Related Agreements, as those may be amended from time to time. 4.09 Certifications. With respect to any matter required by this Article IV to be certified in writing, the Agreement also requires, and the District hereby warrants, that every statement in any 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, Finance Director, and the City Attorney. 4.10 Bond Objections. The City shall have a period of thirty (30) days after receiving the last of the certifications and notices required by Sections 4.06 and 4.07 within which to object to the Bonds. The only basis for an objection by the City to a proposed Bond issue shall be that the District or Owner is in material default of a provision of the Consent Ordinance or Resolution, this Agreement, or the Related Agreements. If the City objects to a proposed Bond issue ("City Objection"), such an objection (a) shall be in writing, (b) shall be given to the District; (c) shall be signed by the City Manager or the City Manager's designee, and (d) shall specifically identify the provision(s) in the of the Consent Resolution, this Agreement, or the Related Agreements for which the District or Owner is in default. It shall not be a basis for a City Objection that the City disagrees with District's financial advisor (which shall be the same as the Financial Advisor) as to the financial feasibility of the Bonds so long as the proposed Bonds are approved by the TCEQ and the Attorney General. In the event a City Objection is timely given to the District with respect to a specific Bond application as required by this Section 4.10, the City and the District shall cooperate to resolve the City Objection within a reasonable time, and the sale of the Bonds to which the City Objection applies shall be delayed until the City Objection has been cured or waived. A City Objection may be expressly waived by the City at any time. 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 intervene in, such a declaratory judgment action, and (z) the district court (or an appellate court, if a-- appeal is filed) determines that the District or: Owner� IS not;, in default with respect to any provision of this Agreement or the Related Agreements, or, alternatively, finds that if such a default had previously occurred, the default has been cured. A City Objection may be waived by the City at any time. A City Objection may be expressly waived by the City at any time. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 15 of 45 • 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 statement for such series of the Bonds at no cost to the City. 4.12 Limitation on Bond Issuance. In addition to the limitations on Bond issuance set forth elsewhere in this Agreement, the District agrees not to issue Bonds for purposes of reimbursing Owner for any costs or expenses paid by Owner after the fifteenth (15th) anniversary of the date of the first issuance of bonds by the District, which costs and expenses would otherwise be eligible to be reimbursed to Owner by District pursuant to the rules and regulation of the TCEQ or other applicable law, unless otherwise consented to by the City Council hereafter. District and Owner expressly and irrevocably waive any claims against the City for repayment of such indebtedness following full purpose annexation. The District agrees that all Reimbursement Agreements that it enters into with Owner or any subsequent Owner or developer shall *include the following provision relating to any sums payable by the City upon full purpose annexation of the District under Section 43.0715, Texas Local Government 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 accordance with the terms of this agreement, but the District has not issued Bonds to reimburse *wner for the cost of the facilities or undivided 'interests in facilities, *wner agrees that it will convey the facilities or undivided interests in question to the City, free and clear of any liens, claims or encumbrances, subject to Owner's right to reimbursement under Section 43.0715, Texas Local Government Code, except as such reimbursement rights are waived or modified by the Consent Agreement pertaining to creation of the District. ARTICLE V 5.01 Tax Rate Considerations for'Proposect Bonds. Before the issuance of Bonds, the District must provide to the City a final TCEQ order approving the Bond issue (and the accompanying staff memorandum) that 'indicates concurrence by the TCEQ made in accordance with the TCEQs then -existing rules, that it is feasible to sell Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 16 of 45 the Bonds and maintain a projected District debt service tax rate that (a) is not more than $0.95 per $100 (the "Feasibility Tax Rate") in assessed valuation on an annual basis, which the District agrees is sufficient to pay debt service on the Bonds in accordance with the terms of each resolution or order approving the issuance of its Bonds in each year while such Bonds are outstanding until the full purpose annexation of the District. The District agrees to adopt its annual tax rate in compliance 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 required by law for its tax rate to be effective. The District shall maintain all debt service tax revenues in a separate account or accounts from the District's general operating funds. At the time that the City annexes the District, the District shall also require that its bookkeeper provide an accounting allocation of the debt service fund among the various categories of Bond -funded facilities in order to simplify 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 to accomplish the purposes of this Agreement and that Owner has voluntarily agreed (and the District upon creation will voluntarily agree) to the Feasibility Tax Rate. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, the District and the City understand that the District's power to levy taxes to pay the principal of and interest on Bonds up to the Bond Limit Amount will be unlimited as to rate and amount as necessary to make Bond payments. Subject to the foregoing and without waiving the City's power to levy taxes as necessary to pay the principal of and interest on any City's obligations, the District and the City agree to cooperate to adjust their property tax rates per $100 of assessed valuation such that, upon the Full Purpose Annexation Conversion Date (defined in the Strategic Partnership Agreement), the District's property tax rate per $100 assessed valuation in effect on December 31 of the year prior to the year that the City elects to annex the Land for full purposes will approximate the City's property tax rate per $100 assessed valuation in effect on December 31 of the year prior to the year that the City elects to annex the Land for full purposes. 5.02 District Fees. The District agrees that the City shall be exempt from, and will not be assessed, any District fees. 5.03 Reimbursement of City Expenses. As additional consideration for this Agreement, pursuant to Section 13.10.050(AC) af the UDC,District, or Owner on behalf 0 of the District, shall pay City's staff and outside expert and consultant costs, fees and expenses associated with formation of the District, and the negotiation, drafting and preparation of this Agreement and the Related Agreements In addition, during the term of this Agreement, Owner or District shall pay to the City any additional fees, Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 17 of 45 costs and expenses in connection with the amendment, implementation In administration of the parts of this Agreement and the Related Agreements related to t City's supervision of the District's activities under this Agreement. The costs, fees an expenses required to be paid by this Section 5.03 shall be paid in full to the City withi thirty (30) days of receipt of a statement regarding same from the City. Witho limiting the City's right to seek an award of attorney's fees, this section does not app to costs, fees or expenses incurred as a result of litigation. 5.04 City Operations Compensation Fee. As additional consideration for th Agreement, Owner shall pay to the City a fee calculated in accordance with the formu attached hereto as Exhibit L (the "Master Development Fee" or "MDF"), payable out proceeds from the issuance of Bonds by the District. The MDF shall be paid at the ra of eight percent (8%) of each net bond reimbursement received by Owner calculated accordance with the formula attached hereto as Exhibit 1. The District and the Own shall ensure that each MDF installment payment will be paid to the City in conjunctio and simultaneously with Owner's reimbursement from the Bonds. Owner hereb makes a partial assignment of its reimbursement rights to the City, as evidenced by t "Partial Assignment of Receivables" agreement attached hereto as Exhibit I an incorporated herein for all purposes. Notwithstanding anything to the contrary Article XV of this Agreement, no assignment of Owner's reimbursement rights shall effective unless and until the City receives notice of such assignment accompanied by MAT. to pay and the City has a right to receive the Master Development Fee out of develop reimbursements as Bonds are issued in accordance with this Agreement. I — ------- lb irdx maintenance tax rate for the District of not less than $1.00 per $100 assessed valuation and for the Limited District of a maximum of $1.00 per $100 assessed valuation. If the election falls as to the maintenance tax authorization for the Limited District, the Limited District shall continue to exist after full purpose annexation for the purpose of doin2- all acts necessary under this Aareement and the Str i - i hi A—n-4- ARTICLE VI A. LANb PLAN 6.01 Land Plan. The City Council hereby approves the Land Plan attached hereto as Exhibit D the Land Development Standards attached hereto as Exhibit E, and use of the Land as follows- approximately 1,163 single family lots on 279 acres (+/-)1- 88 Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 18 of 45 acres (+/-) of mixed-use, which would include office, retail medical and multifamily development, provided that no more than 30% of said 88 acres shall be used for multi- family development; and 64 acres (+/-) of open space, which would include trails, parks, storm water management and water quality features, and other open areas. All development of the Land must be in compliance with the Governing Regulations. ��J!11J[JPVF?FJF!M • Minor Modifications to Land Plan allowed by Section 6.02(a) of this Agreement shall not be deemed to be changes to the Project under Chapter 245 of the Texas Local Government Code. All Major Modifications to the Land Use Plan shall be deemed to be changes to the Project under Chapter 245 of the Texas Local Government Code, and the provisions of the UDC and all other applicable laws and regulations in Consent Agreement Northwest Williamson County NITJD #2 (NWWCNlTJD2) Page 14 of 45 effect at the time of such Major Modifications shall apply unless the City agrees otherwise. 6.03 Site Plans. Site Plans must be submitted to and approved by the City for all development on the Land, except for smigle family residential development. The Site Plan application requirements and review and approval standards and shall be the same as those that apply to land situated within the City limits. 6.04 Plat Approval. Subdivision of the Land shall require approval of preliminary and final plats by the City in accordance with the Governing Regulations as if the Land was located within the City limits. IT SHALL BE A CONDITION TO ACCEPTANCE BY THE CITY, AS WELL AS A REQUIREMENT FOR COMPLETENESS, OF ANY APPLICATION FOR A PRELIMINARY PLAT OR FINAL PLAT OF ANY PORTION OF THE LAND THAT NO MATERIAL EVENT OF DEFAULT SHALL EXIST WITH REGARD TO THIS AGREEMENT OR THE RELATED AGREEMENTS AS OF THE FILING DATES FOR SUCH APPLICATIONS. Notwithstanding any other provision of this Agreement to the contrary, however, the conveyance from time to time by metes and bounds or otherwise of any portion of the Land to any person for the purpose of qualifying such person to be a member of the District's Board shall not require the filing of a plat application or approval of the City, provided further that no Structure shall be constructed on the Land for any such purposes unless and until a final plat has been approved by the City and all other applicable requirements of the Governing Regulations have been met. 6.05 Public Infrastructure. Design and construction of the Public Infrastructure shall comply with the Governing Regulations, and no construction or installation of Public Infrastructure shall begin until %lans and s. cifications have been approved by the City, bonds have been posted as required by the UDC, and other requirements of the Governing Regulations pertaining to construction of Public Infrastructure have been met. All Public Infrastructure shall be designed, constructed and installed in compliance with the Governing Regulations and shall be inspected to E' termine compliance. 6.06 Easements. Owner or the District shall obtain all easements necessary for the construction of the Public Infrastructure at no cost to the City. All Public Infrastructure (including water and wastewater facilities up to the, customer's side of the meter) shall be placed within dedicated or' recorded utility easements or public rights-of-way. All easements for Public Infrastructure that are to be transferred to the City shall be on forms acceptable to the City Attorney., and conveyed no later than the Consent Agreement Northwest Williamson County WD #2 (NWWCMUD2) Page 20 of 45 date that the final plat is recorded for the land within which the improvements will be constructed. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 21 of 45 compliance with the Governing 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 owner of the property on which the work is being performed). 6.12 Stop Work Orders. The City shall have the right to inspect, from time to time, the construction of any Public Infrastructure and any Structure. If the City determines that any Public Infrastructure or Structure is not being constructed 'in compliance with the Governing Regulations and the contractor or builder fails to correct the non-compliance within a reasonable period of time after notice thereof, the City shall have the ri5zht to enforce compliance and to stop new work on the Public Infrastructure or Structure by the issuance of a "stop -work order" until the non- compliance 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 whether any Public Infrastructure or Structure is constructed in accordance with the Governing Regulations. 6.13 Plat 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 preliminary and final plat review and approval process (the "'Plat Review Fees") according to the fee schedule adopted by the City Council and in effect on the date of submittal of each plat application. The fee schedule applicable to the Land shall be uniformly applicable to all development within the ETJ of the City. 6.14 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 review of the site plans for all non -single family residential development proposed to be flocated on the Land (the "Plan Reviem� Fees") according to the fee schedule adopted by the City Council and in effect on the date of submittal of each set of plans and/or specifications. 6.15 City Inspection Fees. Development of the Land shall be subject to payment to the City of the reasonable fees and charges applicable to inspections performed, by the City. for, Public Infrastructure to be dedicated or conveyed to.thq City (the "Insl2ection Fees") according to the fee schedule adopted by the City Council and in effect on the date of each such inspection. The fee schedule applicable to the Land shall be uniformly applicable to all development within the ETJ of the City. Consent Agreement Northwest Williamson County NWD #2 (NWWCNWD2) Page 22 of 45 6.16 Building Permit Fees. Development of the Land shall be subject payment to the City of the reasonable fees and charges applicable to the City's issuan of building permits and certificates of substantial completion (the "Building Perm Le according to the fee schedule adopted by the City Council and in effect on t date of submittal of each building permit application. The fee schedule applicable 0 the Land shall be uniformly applicable to all development within the ETJ of the City. I (a) Owner and District agree that the Wastewater Impact Fee shall be assessed and collected for each Connection authorized on a final plat at the time that every final plat for all or any applicable portion of the Land is approved by the City, and agree that payment of the Wastewater Impact Fees shall be a condition of final plat approval. Owner and District further agree that the amount of the Wastewater Impact Fee shall be the amount in effect at the time 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. All Wastewater Impact Fees will be retained by the City. (b) As of the Effective Date, the Land is in the retail water service area of Chisholm Trail Special Utility District (CTSUD) and CTSUD's impact fees apply. Owner and District agree that for the Land or portions thereof for which Owner or District has not already paid water impact fees to CTSUD, if in the future the City becomes authorized to provide retail water service to the Land or any such portion of the Land, the City's water Impact 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 City's impact fee shall be the amount in effect at the time of final platting under the applicable City ordinance for the impact fee service area that includes the Land or portion thereof being served. 6.18 Fire Service Improvement Program ("SIP") Fees. Owner agrees to pay or cause to be paid to the City a fee for fire services in the amount of SIX HUNDRED THIRTY U.S. DOLLARS ($630.00) per legal lot (the "'Fire SIP Fee"') at the time of, building permit application for such lot. Consent Agreement Northwest Williamson County MUD #2 (NWWCNWD2) Page 23 of 45 5 ARTICLE V11 7.01 Ronald Reagan Blvd. Trail. All preliminary and final plats for an portion of the Land adjacent to the south side of Ronald Reagan Blvd. shall include twenty-five (25) foot wide non-exclusive easement for a public hike and bike tra parallel to Ronald Reagan Blvd (the "Ronald Reagan Trail"), which may be also use by City or Owner or District for installation of underground utility facilities, includm' electric, gas, phone, internet, water, wastewater and drainage facilities, provided that Owner and District shall not place any overhead or above -ground utilities within sai easement, (b) Owner and District shall not damage facilities located within or materiall interfere with the use and enjoyment of the Ronald Reagan Trail; and (c) Owner c District repair damages it causes to any of the City's authorized improvements withi said easement. Owner or District may, but shall not be required to, construct th Ronald Reagan Trail within said easement. The Ronald Reagan Trail, if constructe( must be constructed in compliance the standards set forth on Exhibit L and with othE applicable City specifications and standards. Prior to full purpose annexation of th Land by the City, the Ronald Reagan Trail shall be maintained to at least City standard by the District. After full purpose annexation of the Land by the City, the Ronal Reagan Trail must be maintained to at least City standards by the Limited District. . constructed, the District and Limited District agree to operate and maintain the Ronal Reagan Trail in a good state of repair and 'in a manner so as not to create a nuisance c danger to the public health and safety. (a) Not later than January 1, 2021, Owner shall dedicate six (6), eight (8), or ten (10) acres of contiguous land to be used for public parkland purposes (the "Multi -Acre Park"). The Multi -Acre Park shall be in a location within in the Land that is mutually agreeable to the Owner and the City's Parks and Recreation Director. Prior to finalizing the location of the Multi -Acre Park, Owner or District shall submit a parks plan (the "Park Plan") to the City's Parks and Recreation Director showing all improvements and amenities proposed to be placed in the Multi -Acre Park, together with the specifications for same. The City's Parks and Recreation Director shall have thirty (30) days to review the Parks Plan and either approve the plan or advise Owner of any changes needed to the plan. Failure of the City's Parks and Recreation Director to approve the Parks Plan within the timeframe specified in this Section shall not be deemed to constitute approval of the Parks Plan. Consent Agreement Northwest Williamson County NWD #2 (NWWCNWD2) Page 24 of 45 (b) Owner or the District shall install improvements in the Multi -Acre Park the initial cost of which shall be no less than the amount of Parkland Fees applicable under Section 7.03 of this Agreement according to the actual size of the Multi -Acre Park. The improvements must be included in the Park Plan required under Section 7.02(a) of this Agreement. (c) Prior to full purpose annexation of the Land by the City, the Multi -Acre Park and recreational equipment, structures and other improvements thereon must be maintained to at least City standards by the District. After full purpose annexation of the Land by the City, the Multi -Acre Park and any recreational equipment, structures and other improvements thereon must be maintained to at least City standards by the Limited District. The District and the Limited District agree to operate and maintain the Multi -Acre Park and all improvements located therein in a good state of repair and in a manner so as not to create a nuisance or danger to the public health and safety. (d) Park and recreation improvements shall include water features, shade structures such as pavilions and gazebo's, parking areas, public or park rest room facilities, gardens" benches, seating, landscapig, open play fields, sport goals and structures, outdoor fitness equipment, trails within the park, splash pads, jungle gyms, swing sets, play grounds, playscapes and other children"s activity centers, along with utilities needed to support said park functions such as water, sewer and electrical lines. (a) If the Multi -Acre Park is at least ten (10) acres in size, Owner or District shall pay the City the sum of ONE HUNDRED TWENTY THOUSAND U.S. DOLLARS ($120,000) as parkland fees, which shall be paid in full on the earlier of (a) January 1, 2021.- or (2) the date that the District receives proceeds from its first Bond issuance. Owner and District agree that the parkland fees paid pursuant to the requirements of this Section may be used by the City for the purposes authorized by Section 13.05.030 of the UDC in an parkland dedication zone. y I KO) .11, 1 -'If"he t Multi -Acre Park is at least eight (8) acres Li size but- less than ten (10) t acres in size., Owner or District shall pay the City the sum of ONE HUNDRED FORTY THOUSAND U.S. DOLLARS ($140,000) as parkland fees, which shall be paid in full on the earlier of (a) January 1, 2021; or (2) the date that the District receives proceeds from its first Bond issuance. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 25 of 45 Owner and District agree that the parkland fees paid pursuant to the requirements of this Section may be used by the City for the purposes authorized by Section 13.05.030 of the UDC in any parkland dedication zone. (c) If the Multi -Acre Park is at least six (6) acres in size but less than eight (8) acres in size, Owner or District shall pay the City the sum of ONE HUNDRED SIXTY THOUSAND U.S. DOLLARS ($160,000) as parkland fees, which shall be paid in full on the earlier of (a) January 1, 2021, or (2) the date that the District receives proceeds from its first Bond issuance, Owner and District agree that the parkland fees paid pursuant to the requirements of this Section may be used by the City for the purposes authorized by Section 13.05.030 of the UDC in any parkland dedication zone. 7,04 Additional Parkland Fees for Multi -Family Development. For any final plat for multifamily development on the Land, Owner or District shall pay the City parkland fees that are in effect at the time of final platting as set forth in or established pursuant to Section 15.04.045 of the Code of Ordinances, Chapter 13.05 of the Unified Development Code, and/or the Development Manual. Owner or District shall pay said parkland fees shall at the time that the City approves the final plat. Owner and District agree that the parkland fees paid pursuant to this Section may be used by the City for the purposes authorized by Section 13.05.030 of the Unified Development Code in any parkland dedication zone. 7.05 Internal Open Space and Trails. In addition to the requirements set forth in Sections 7.01 through 7.04 of this Agreement, Owner or District shall provide internal open space areas and trails in the acreages and areas generally as shown on the Land Plan. The internal trails must be constructed by Owner or District in compliance with the standards set forth in the Governing Regulations. Prior to full purpose annexation of the Land by the City, the internal open space areas and trails (including the trails, lands and open space associated therewith and any storm water detention ponds that also function as park and recreation facilities) shall be mamitained to at least City standards by the District. After full purpose annexation of the Land by the City, the internal open space areas and trails (including the trails, lands and open space associated therewith and any storm water detention ponds that also function as park and recreation facilities) must be maintamied to at least City standards by the Limited District. The District and the Limited District agree to operate and maintain the internal open space and trails and all improvements located therein in a good state of repair and in a manner so as not to create a nuisance or danger to the public health and safety. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 26 of 45 7.06 ADA Compliance. All sidewalks, trails and other facilities and improvements placed in the Multi -Acre Park and open space areas in the District shall be designed to comply with the accessibility requirements of the Americans with Disabilities Act. 7.07 Open to the Public, Exception for Amenity Center. All parks, trails an open spaces on the Land, including but not limited to the Multi -Acre Park and Rona Reagan Trail, and the facilities and improvements in those areas shall be available f the benefit, use and enjoyment of all District residents and all City residents. A separa amenity center with a clubhouse, swimming pool and play areas will be provided Owner or the District for the exclusive use and benefit of the District residents. Prior 'I I t full purpose annexation by the City, the amenity center area will be owned, operat-le j and maintained by the District and the City shall have no responsibility or liabili therefor. After full purpose annexation by the City, the amenity center area will owned, operated and maintained by the Limited District and the City shall have responsibility or liability therefor. F.11 "a VIM 0 tioxx I 8.01 On -Site Roadways. Owner or the District shall design and construct all On -Site Roadways that are necessary to serve the Land in conformance with the Land Plan andthe Governing Regulations. Upon completion of construction, the On -Site Roadways shall be dedicated or transferred to Williamson County for ownership, maintenance and repair as and when any portion of the Land including or adjacent to such On -Site Roadways is platted or when otherwise required under the Governing Regulations. The On -Site Roadways shall be maintained in good condition and working order, ordinary wear and tear excepted. If Williamson County does not accept the On -Site Roadways., then prior to full purpose annexation, all such roadways shall be maintained to City standards by the District or, in the City's sole discretion, by the City under a contract between the District and the City. Unless provided otherwise *in a written contract between the City and the District approved by their respective - . I r for the owning, maintamimig, or 6's, &eV -r ILL - - .2mmk�1:11 _r%W�Fonsibilit�, repairing the On -Site Roadways. 8.02 Off -Site Roadways. Prior to the submittal of any development applications related to the Land,"'Owner or District shall prepare, or cause to be prepared, a Traffic Impact Analysis (TIA) for the Land prepared in compliance with Chapter 12.05 of the UDC. After approval of the TIA by the City, the City shall determine, in its sole discretion, whether (a) Owner or District shall construct the traffic - Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 27 of 45 related improvements as required by the TIA, or (b) Owner or District shall pay to t City a sum equal to the traffic -related improvement costs identified in the TIA (the "TI Iml2rovement Costs"). The TIA Improvement Costs . shall be paid to the City when an] as required by the City. ARTICLE IX 9.01 On -Site Water and Wastewater Public Infrastructure. Owner or the District shall construct all water and wastewater On -Site Public Infrastructure that are necessary to serve the Land, including (1) the water system, including all piping, valves, and hydrants within designated easements or rights of way up to the customer side of the meter; and (ii) the wastewater system, including all piping, manholes, and lift stations located within desiRnated easements or rights of way up to the point o service entry by a single customer. All water and wastewater On -Site Public Infrastructure shall be designed and constructed in accordance with the Governing Regulations and the requirements of any other entity with jurisdiction. 9.0'2 On -Site Drainage and Water Quality Public Infrastructure. Owner or the District shall construct all drainage and water quality On -Site Infrastructure serving the Land as an integrated storm water system and enhanced regional water quality system that complies with the Governing Regulations. 9.03 Transfer of Ownership, Operation and Maintenance for On -Site Public Infrastructure. (a) General. Within ninety •1 i- days after completion of construction, Owner or District agree to request the applicable utility service provider to accept the On -Site Public Infrastructure for ownership, operation and maintenance. For any On -Site Public Infrastructure to be conveyed to the City for ownership, operation and maintenance, Owner or District shall provide the following information to the City: (a) one complete set of as - built plans in the format requested by the City, (b) copies of all documents evidencing transfer or assignment of all contractual rights, warranties, guarantees, assurances of performance, and bonds related to the On -Site Public Infrastructure, and (c) lien waivers and releases acceptable to the City Attorney., The City"s � acceptance of such improvements shall be documented in a letter from the City to Owner or District. (b) Wastewater. If under the Wastewater Services Agreement the City agrees to accept the wastewater On -Site Public Infrastructure for operation and Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 28 of 45 • a- ME•I � I 01ilk am- 0 maintenance upon completion of construction, documentation in the form of lien waivers or releases that the wastewater On -Site Public Infrastructure are free and clear of all liens and encumbrances or subordinated to the City's rights, and the assignment of two-year maintenance bonds from the construction contractor to the City. (c) Water. The water On -Site Public Infrastructure shall be conveyed to the authorized retail water service 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 and District agree to comply with all applicable requirements of such retail water service provider. (d) Drainage and Water Ouali!y. Upon completion of construction, the drainage and water quality On -Site Infrastructure shall be dedicated or transferred to Williamson County for ownership, maintenance and repair as and when any portion of the Land adjacent to such drainage or water quality On -Site Infrastructure is platted or when otherwise required under the Governing Regulations. If Williamson County does not accept the drainage and water quality On -Site Infrastructure, then such improvements shall be maitained to City standards by the District or the Limited District or by the City under a contract between the District or the Limited District and the City, at the City's sole discretion. Unless specifically provided otherwise *in a written contract between the City and the District or the Limited District, the City shall have no responsibility for owning, maintaimig, or repairing the drainage or water quality On -Site Infrastructure. In no event shall the drainage or water quality On -Site Infrastructure be owned, financed, operated, maintained,, repaired and replaced by a property owners association. 9.04 Capacity Interest Rights. 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 the Land as contemplated by this Agreement. Any such conveyance or other transfer shall not affect Owner's right to reimbursement from the District for the cost of any improvements or capacity in improvements constructed or financed by Owner, or the District's right to effect such reimbursement. Consent Agreement Northwest Williamson County MUD #2 (NWWCNITJD2) Page 29 of 45 111 I!iIIIJI'li! I! 111!1!11 1 # ARTICLE X 10.01 Provision of Wastewater Services. Wastewater services to the Land shall be governed by the Wastewater Services Agreement attached hereto as Exhibit G. 10.02 Provision of Water Services. As of the Effective Date, the Land is currently in the retail water service area of CTSUD. The City has acquired all of the assets of CTSUD, including all of the assets necessary to provide retail water service to the Land, is currently operating and managing CTSUD's water system pursuant to a contract between the City and CTSUD, and has filed an application with the Texas Commission on Environmental Quality (TCEQ) which has been forwarded to the Public Utilit-m- Commission �PLJC� ravuestin a-w-roval of the transfer of CTSUD's certificate of convenience and necessity to the City. The Parties anticipate that, conditioned on regulatory approval of the PUC, retail water services to the Land will be provided by the City pursuant to a water services agreement to be entered into among the Parties. The City will issue, or cause to be issued in its capacity as contractual operator of CTSUD, "will -serve" letters to the Owner and District from time to time as appropriate under then existing policies of the City to evidence its commitment to provide retail water service to the Land in accordance with this Agreement and other applicable law. 10.03 Limit on Wastewater Connections; Limit on Development Approvals. Owner shall not submit an application for and the City shall not approve any preliminary 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 means for the provision of collectivized wastewater service; or (b) is to be served by on-site sewage facilities (septic systems), it being the intent of the Parties that wastewater collection service be provided to the Land solely via the means described *in the Wastewater Services A•greement. •Notwithstanding •the foregoing in this Section, the City agrees to consider reasonable requests by Owner to install individual, privately -owned grinder pumps to extend wastewater service to single lots where necessary due to topography. 10.04 Wastewater Service to Third Parties. Owner and District are prohibited from providing wastewater service to any third parties to any land other than the Land, and from obtaining wastewater service from any entity other than the City. Owner and the District agree that the City may use the Public Infrastructure to provide wastewater service to third parties, -so long as such use does not (i) impair the City *s comiratment oi and ability to provide wastewater service to the Land under the Wastewater Services Agreement; or (h) breach the City's obligations under the Wastewater Services Agreement; and the City agrees to reserve for the Owner or the District any capacity Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 30 of 45 interest or contract rights of such parties in the Public Infrastructure constructed pursuant to the Wastewater Services Agreement. 10.05 No Septic Systems. Owner shall not submit an application for and the City shall not approve any preliminary or final plat for any portion of the Land that is to be served by on-site sewage facilities (septic systems). ,"Ijuagum 11.0 1 Garbage Services. Garbage pick-up services shall be provided by t City's solid waste services provider, and customers located on the Land shall be Tier I Customers, as set forth in the City's Code of Ordinances Section 13.04.180. 1 11.02 Police, Fire and EMS Services. The District, at its sole expense, may provide, or cause to be provided, police, fire and EMS services to serve the Land, and the City shall have no responsibility for providing those services. 11.03 Street Lighting. Owner or District will construct and maintain street lighting within the boundaries 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. 11.04 Fire Hydrants. When retail water service is provided to the Land by the City, the City shall maintain any fire hydrants that are a part of the public water system serving the Land. Owner agrees that restrictive covenants for the Land shall require that any privately -owned fire hydrants, such as those located within commercial developments, including apartment complexes, that are located outside of an easement 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 located. The restrictive covenants shall also require that commercial property owners perform maintenance of all privately -owned fire hydrants on their property in accordance with the retail water service provider's or the City's maintenance recommendations. The City shall not have responsibility for maintenance of privately -owned hydrants, but may inspect such fire 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 pro -rider to access the fire hydrants for fire -fighting purposes: 11.05 Services Outside the District. Owner and District shall not be authorized to provide water, wastewater, garbage, fire, police, EMS or other services outside the Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 31 of 45 I• i I q "I ;�! ; ;; 1• boundaries of the District without the express written consent of the City Council, at the City Council's sole discretion. 0 V-110101 MMITA vie] 12.01 General. The Parties acknowledge and agree that the Land lies whol within the City's ETJ. The Parties further acknowledge and agree that the creation of t District, and the City's consent thereto, are for purposes that include promoting t orderly development and extension of City services to the Land upon annexation. I 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 County: (1) a notice *in the form required by Section 49.452 of the Texas Water Code; and (2) a notice in the form of Exhibit K attached hereto-%tatigg, the right to annex the Land subject to the terms and conditions of this Agreement and the Strategic Partnership Agreement. 12,03 Partial Annexations by City, Limited Purpose Annexation; and Strategic Partnership Agreement. Owner and the District agree to cooperate with and assist the City in annexing one or more areas within the District in the manner prescribed by law which does not result in the dissolution of the District, each of which areas shall not exceed the miimum 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 any such annexation by the City shall not (i) result in ad valorem taxes of the City and the District being levied on any property within the District that is owned by non-governmental entities, or (ii) otherwise conflict with applicable law. Owner and District hereby consent to annexation of the Land for limited purposes as more specifically set forth in the Strategic Partnership Agreement. 12.04 Full Purpose 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 shall 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 fifteenth (151h) anniversary of the date of the first issuance of bonds by the District; or Consent Agreement Northwest Williamson County NWD #2 (NWWCNWD2) Page 32 of 45 (c) the date that the District has issued bonds to reimburse the towner for ninety percent (90%) of the Public Infrastructure eligible for reimbursement under applicable laws or TCEQ regulations and this Agreement. On full purpose annexation, the District shall be converted to a Limited District as described in the Strategic Partnership Agreement. (INCLUDING12.05 OWNER, DISTRICT AND ALL FUTURE OWNERS OF THE LAN ! •'IRREVOCABLY UNCONDITIONALLY CONSENT TO THE ANNEXATION OF THE LAND FO LIMITED PURPOSES '. OF DATE WITH THE EFFECT SET FORT AGREEMENT;IN THE STRATEGIC PARTNERSHIP • ANNEXATIONOF ' INTO THE CORPORATEOF DISTRICTACCORDANCE WITH THIS AGREEMENT AND THE CONVERSION OF TH TO ' IIF DISTRICT •.. ANNEXATION, '. N WAIVE ALL OBJECTIONS AND PROTESTS TO SUCH ANNEXATIONS AN CONVERSION • ' LIMITED DISTRICT. THIS AGREEMENT SHALL SERVE, THE PETITION OF OWNER, DISTRICT, AND ALL OWNERS OWNERS TO ANNEXATIONS OF !' INTO THE CITY AND • • AGREEMENTOF THE DISTRICT TO A LIMITED DISTRICT AT THAT TIME IN ACCORDANC WITH THIS AND THE STRATEGIC PARTNERSHIP AGREEMENT. annexation12.06 Zoning on Annexation by the City. Contemporaneously with the of ••irt zoning of undeveloped property within the District consistently with the land uses set forth in the Land Plan, and support s of all developed property consistently with the land uses (. • •. 12.07 Annexation by the District. The District may not annex any additional land into its boundaries without the prior written consent of the City Council. 13.01 Authority. This Agreement is entered into under the statutory authority of Section F4..QLMxef the -Texas Water Code and Sections 12.042 ari -2-12,172, of•the Texas Local Government Code. The parties intend that this Agreement guarantee the continuation of the extraterritorial status of the Land within the District; authorize certain general uses and development on the Land; provide for infrastructure for the Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 33 of 45 Land; specify the uses and development of the Land after annexation; and provide other lawful terms and considerations relating to the Land. all�" RVA ocromm 14.01 Information to be Provided to the City. The District and Limited District shall provide a copy of the following documents to the City Secretary, Planning Director and Utility Director in the manner provided in Section 16.02 of this Agreement pertaining to Notices within the timeframes specified below: (a) AZendas- a copy of the agenda for each meeting of the District's/Limited District's Board concurrently with the posting of the agenda at the Williamson County Courthouse. (b) Minutes: a copy of the minutes of all meetings of the District's/Limited District's Board and of any committees or subcommittees created by the District's/Limited District's Board within ten (10) business days of the date of approval of such minutes by the District's/Limited Districes Board, committee, or subcommittee, 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/Limited District's Board adopts the rate. (d) hjj�ets- a copy of the District's/Limited District's budget for each fiscal year within five (5) days after approval of each budget by the District's/Limited District's Board. 14.02 Financial Dormancy Affidavit, Financial Report or Audit. The District and Limited District shall file a copy of their annual financial dormancy affidavit, annual financial report or annual audit of its debt service and general fund accounts, whichever is required under the Texas Water Code, with the Finance Director, within ten (10) days after approval of each financial dormancy affidavit, financial report or audit by the District's/Limited District's Board. 14.03 Other Documents— The District and Limited District shall provide copies of any other material event notices filed under applicable federal securities laws or regulations to the City Secretary, City Manager, and City Director of Finance within thirty (30) days after filing such notices with the applicable federal agency. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 34 of 45 ARTICLE XT TERM, ASSIGNMENT AND REMEDIES 15.01 Term. This Agreement shall be effective as to the Owner and the District from the Effective Date and shall continue in effect until the District is annexed for full purposes, 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 agreement of the City and the District. This Agreement shall be effective as to the Owner and the Limited District from the full purpose annexation date and shall continue in effect until the Limited District is 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 agreement of the City and the Limited District. This Agreement shall be recorded in the Official Records of Williamson County and shall run with the Land. 15.02 Delegation and Assignment. (a) Delegation of Performance Obligation(s). Subject to the additional terms and conditions set forth in Section 15.03 of t is A•- •. .•. delegate any of its obligations to perform under this Agreement, except upon delivery to the non -delegating parties, at least twenty (20) business days before the delegation, of a written agreement executed by authorized representatives of the delegating party and the delegate stating the specific performance obligations delegated and containing the delegate's express consent to perform the delegated obligations as set forth in this Agreement with regard to the obligations delegated. (b) Assignment of Rights to Performance. No Party may assign its rights to performance by another Party under this Agreement (including but not limited to its rights to any claim for damages arising out of or related to the non -assigning party's breach of this Agreement), voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner except, upon delivery to the non -assigning parties at least twenty (20) business days before the assignment of a written agreement stating the specific rights to performance assigned executed by the assigning party and the assignee together with all supporting documentation relating to the assignment. Subject to the terms and -conditions of` Sectioic 15.03 of this Agreement, Owner may assign its rights to performance under this Agreement only to: (1) a Lender to the extent necessary to obtain financing for development of the Land and if the assignment to the Lender Consent Agreement Northwest Williamson County MUD #2 (NWWCNWD2) Page 35 of 45 1,11(jiII1111111111PIF11wo liq ,, i��! 1�; ;;111 lk 0 zw4m.1-ir, �g�1111111 occurs after the recordation of this Agreement as required by Section 16.11 of this Agreement; or (2) a successor owner to Owner of all or any part of the Land o may also be an assignee of the Related Agreements.- or Any such assignment shall be subject to the terms of this Agreement. Assignment bv Owner to any other persons or entities is not permitted. (1) Delegation of obligations as allowed by this Agreement shall not operate to release or discharge the delegating party of the delegated obligations, and the delegating party guarantees performance of the delegated obligations. (2) Assignment of rights to performance as allowed by this Agreement shall extinguish the assigning party's right to receive performance of the assigned rights, except to the extent that the assigning party retains a lien on the Land or any part thereof accompanying the assignment. (d) Effect of Delegation or Assignment in Violation of this Section. Any purported assignments or delegations in violation of Section 15.02 (a) or (b) are void. 15.03 Other Limitations on Delegation and Assignment. Notwithstanding anything to the contrary in this Agreement, Owner shall not have the right to assign rights in or delegate performance of obligations under this Agreement until after the District becomes a Party and after this Agreement is recorded in the Official Records of Williamson County, and any purported assignments or delegations in violation of these two conditions are void and shall have no force or effect. 15.04 Default and Rights and Remedies for Default. (a) Notification of Default. Any material breach of this Agreement shall be a default of this Agreement. If any Party commits a default of this Agreement, the non- e' Party shall give IL 1.,L IdUldhg ar Notice to the defacthing PAy describes the default in reasonable detail. (b) Cure of Default. For any default that can be cured by the payment of money or the posting of the Fiscal Security (each a "Monetary Default"), the defaulting Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 36 of 45 Party shall be allowed thirty (30) days after the date of the Notice to cure the Monetary Default (the "Monetary Default Cure Period"). For any default that is not a Monetary Default (a "Non -Monetary Default"), the defaulting Party must commence the cure of any Non -Monetary Default specified in the Notice within thirty (30) days after the date of the Notice, and thereafter diligently pursue such cure to completion but in no event longer than ninety (90) days after the date of the Notice (the "Non -Monetary Default Cure Period"). 15.05 City's Remedies During Owner's or District's Cure Periods. No Bonds shall be issued by District and the City shall have all rights to enjoin the issuance of Bonds during the applicable Cure Period for an Owner or District default. In addition, the City shall be relieved of all of its obligations under this Agreement and all Related Agreements, including, without limitation, obligations to process or approve applications, permits, plats, utility connections, utility taps, or any other development or utility -related applications pertaining to the Land, during the applicable Cure Period for an Owner or District default. During the Cure Period, the actions authorized by this Section are the City's exclusive remedies for delay. If the Owner's or District's default remains uncured after the applicable Cure Period, the City shall also be entitled to all rights and remedies available to it by law or in equity or by statute or otherwise. �gt (a) If the defaulting Party does not cure the default within the applicable Cure Period, andif the non -defaulting Party has not waived the default in writing, then after the expiration of the applicable Cure Period, the non -defaulting Party may, in its sole discretion, and without prejudice to any other right or remedy allowed under this Agreement, seek any other relief available at law or in equity, all of which are cumulative and are in addition to any other right or remedy given under this Agreement or a Related Agreement which may now or subsequently exist in law or 'in equity by statute or otherwise, and the exercise of any one remedy does not preclude the exercise of another. (b) Damages, if any, to which any non -defaulting Party may be entitled shall be limited to actual damages and shall not include special, incidental, or consequential damages. (c) To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy under this Agreement constitutes the election of an inconsistent right or remedy., that election does not cbnstitufe a waiver 6t'any right or remedy, or limit or prevent the subsequent enforcement of any provision of this Agreement. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy. Consent Agreement Northwest Williamson County MUD 92 (NWWCNWD2) Page 37 of 45 15.07 City's Right to Terminate. After the expiration of the applicable Cul Period, without regard to Owner's or District's partial performance, if any, the City. entitled to terminate this Agreement upon written notice to Owner and District, wit the effect set forth in this Section 15.07, if Owner or District has failed to cure a defau under this Agreement or a Related Agreement within the applicable Cure Period, an the City has not waived the default in writing, or Owner or District has failed to satisf a condition precedent and the City has not waived performance of the conditio precedent in writing. Termination of this Agreement pursuant to this Section does n( terminate, limit or restrict the rights and remedies of the City and is without prejudi( to the City's claim for damages. IN ADDITION TO THE CITYS RIGHT UNDE COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAUL OWNER AND DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CIT AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATIO� CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOU LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN AN LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEYS FEES AN] EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE Clr. DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM TH BREACH OR UNCURED DEFAULT AND TERMINATION OF THE AGREEMEN AND ENFORCEMENT OF THIS SECTION. ARTICLE XVI -U1%r-Fj1jL1 (a) The City, Owner and the District each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder or enable the fulfillment of their respective obligations hereunder, provided in either case the terms of this Agreement are not modified or amended thereby. (b) In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any part hereof or any actions taken hereunder by any Party, the City, Owner and the District agree to cooperate in the defense of such suit or claim, and to use their respective best . efforts toi:, rpsolvp fhe - suit or claim without diminulinn in - their respective rights and obligations under this Agreement while allowing each Party to effect the benefits of this Agreement to it. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 38 of 45 16.02 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 and with all charges prepaid; or (ii) by depositing it with Federal Express or another delivery service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; or (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement. Notice by United States mail will be effective on the earlier of the date of receipt or three (3) days after the date of mailing. Notice given in any other manner will be effective when received. For purposes of notice, the addresses of the parties, until changed as provided below, will be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Attorney Owner: Parer Ranch Partners, L.P. 4718 Mill Creek Dallas, TX 75244 USA Attn: Joe R. Owen With a copy to: Owen Holdings Inc. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 39 of 45 ATTACHMENT 1 to CONSENT RESOLUTION Page 44 of 187 13760 Noel Road, Suite 1020 Dallas TX 75240 Attn: Joe R. Owen, President District: Northwest Williamson County Municipal Utility District No. 2 C/O Freeman & Corbett 8500 Bluffstone Cove., Ste, B-104 Austin, TX 78759 Attn: Ronald J. Freeman The parties may change their respective addresses to any other address within the United States of America by gng at least five (5) days' written notice to the other party. The Owner and the District may, by gg at least five (5) days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. IX615111=T-47. am (a) If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the Parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that the Parties have a thirty (30) day period to negotiate a provision be added to this Agreement by mutual agreement of the Parties which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. If no agreement can be reached to modify the illegal, invalid, or unenforceable provision, and the provision is an essential element of this Agreement, this Agreement shall be null and void. (b) 'The Parties may not amend this Agreement, except in a written agreement executed by duly authorized representatives of the Parties. (c) The Parties may not waive any provision in this Agreement, except pursuant to a writing executed by the Party or Parties against whom the waiver is sought to be enforced. A wavier made in writing on one occasion is effective only in that instance and only for the purpose it is given and is not to be construed as'a waiver on'any future occasion or against any other Party. 16.04 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement are governed by the laws of the State of Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 40 of 45 Z� Texas. Venue shall be in a court of appropriate jurisdiction in Williamson County, Texas. Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 41 of 45 Z' 16.09 Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its C-ity Charter and City ordinances. 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 and bylaws or partnership agreement of each entity txecuting on behalf of the Owner. District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, regulations and orders governing or pertaining to the District. 16.10 Exhibits. The following exhibits are attached to this Agreement, and are made a part hereof for all purposes: Exhibit A Land — metes and bounds description Exhibit B Land - sketch Exhibit C Preliminary Finance Plan Exhibit D Land Plan Exhibit E Land Development Standards Exhibit F Preliminary Engineering Report Exhibit G Wastewater Services Agreement Exhibit H Strategic Partnership Agreement Exhibit I Partial Assignment of Receivables Agreement Exhibit J City Master Development Fee Formula Exhibit K Annexation Notice (TWC 49.452 notice) - form Exhibit L Trail Specifications 16.11 Recordation. This Agreement shall be recorded in the records of Williamson County at Owner's expense. Owner shall obtain and record subordination agreements for any lender liens on the Land or other interests in the Land, and on the City's interests under this Agreement and the Related Agreements that are prior to the time of recordation of this Agreement. [THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK.] [SIGNATURE PAGES IMMEDIATELY FOLLOW.] Consent Agreement Northwest Williamson County MUD #2 (NWWCNlUD2) Page 42 of 45 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY. S666A&g omww'A 0 F1171 -0 - ATTEST: , City Secretary STATE OF TEXAS § COUNTY OF WILLIAMSON § Dale Ross, Mayor This instrument was acknowledged before me the day of 1 2015, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Northwest Williamson County MUD #2 (NWWCNWD2) Page 43 of 45 OWNER: Parmer Ranch Partners, L.P., a Texas limited partnership M Date: STATE OF TEXAS § COUNTY OF § By- Owen Holdings hic., a Texas corporation, its general partner Joe R. Owen, President This instrument was acknowledged before me the day of 2015, by Joe R. Owen, in his capacity as president of Owen Holdings, Inc., a Texas corporation, the general partner of Parmer Ranch Partners, L.P., a Texas limited partnership, on behalf of Parmer Ranch Partners, L.P. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Northwest Williamson County MUD #2 (NWWCNWD2) Page 44 of 45 DISTRICT. NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 2 By: Name: Title: Date: 01191-1m Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 201, by , President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Northwest Williamson County MUD #2 (NWWCMUD2) Page 45 of 45 ATTACHMENT JY&OSAENT RESOLUTION Page 50 of 187 The Land consists of an approximately454 acre tract of land, beingi acres described i Exhibit A-1, save and except a tract of 46.47 acres described on Exhbit A-2. i BilNG 501159 acresofland,situated : theChas. H.DelaneySurvey,Abstract No. 181 and theP. % i <. Survey, Abstract No- 171, in Williamson County, Texas, said land being a portion of that certain tract of land, called 323 acres, as conveyed to Linda Gail Stratton by deed recorded as Document No. 9832179 of the Official 4A4 acres sold toTomAilkinsonby deed recorded Volume* conveyed to LindaStratton by deed recorded as DocumentNo'9832179 of the Official Records of 1County,t on ... ground in the monthof August 2002,ri 3' # of Crn )i. Rizzell, Registered Professional #r Surveyor, and being more particularly described, as follows.- #wife,Brenda by deed as recorded in VolumePage 792, of :. • Official Records # is Williamson County, Texas, being the Southeast corner of that certain tract of land, called 20.30 acres, as described in a Contract of Sale and Purchase between the Veteran's Land Board of Texas and Thomas Edward Ferns, Jr., of record in Volume 593, Page 917, of the Deed Records of Williamson County, Texas, said Contract ass* ed by ign Assignment # # # : as recorded in Volume681, }: of . Deed Records of Williams# r County,1 most +;rtherly Northeast cornerhereof; t r r 1 � 1 k; ' # 1 i # # •r # ' is # 1 :; f # ;:. . 1 -' • 1 1 1 i ' , 1 .... .:. ANN NorthTHENCE degrees I I minutes Eastl 1,093.87.. Ian ironpin found 1r the west line of of t,called 159.22.. conveyed k W. J. Kopecky,by deed recorded asas D19"63874 the Official records1WilliamsonCounty,Southeast t thesaid U Exhibit A-1, continued THENCE, along an easterly line of the said 323 acre Stratton tract, being the west line of the said 159.22 acre Kopecky tract, South 24 degrees 56 minutes 30 seconds East, 133.42 feet to an iron pin found and South 17 degrees 53 minutes 30 seconds East, 616.28 feet to an iron pin found marking the Southwest corner of the said 159.22 Kopecky tract, being The Northwest corner of that certain Tract 1, called 21.02 acres, 29 conveyed to Willie Kopecky by deed recorded as Document No. 2001040377 of the Official Records of Williamson County, Texas, and continuing along the West line of Kopecky Tract 1, South 17 degrees 54 minutes 30 seconds East,,357.51 feet to•a 40d nail set at a post and South 17 degrees 33 minutes 30 seconds East, 92.49 feet to a 2 and 1/2 -inch pipe corner post found working the Southwest corner of the said Kopecky Tract 1, being the Northwest corner of that certain tract of land, called 68.89 acres as conveyed to Mark I Silverstone by deed as recorded in Volume 2542, Page 586 of the Official Records of Williamson County, Texas, and continuing along the west line of the said Sfiverstone tract, South 17 degrees 48 minutes East, 255.83 feet to an iron pin set and South 17 degrees 46 minutes East, 736.31 feet to an iron pine found on, or near, the south line of the Chas. H. Delaney Survey, Abstract No. 181, and the north line of the is P. Dyches Survey, Abstract No. 171, marking the southeast corner of the said 323 acre Stratton tract, being the north line of the above referenced 166 2/3 acre Stratton tract, marking the Southwest corner of the said 68.89 acre Silverstone tract, for an interior corner hereof, THENCE, along, or near, the south line of the said Chas H. Delaney Survey, Abstract No. 181, and the north line of the said Lewis P. Dyches Survey, Abstract No. 171, being the south line of the said 68.89 acre Silverstone tract, North 71 degrees 56 minutes 30 seconds East, 1,022.92 feet to a 2 3/2 -inch pipe found marking the Northeast corner of The said 166 213 acre Stratton tract, being the Northwest corner of that certain tract of land, called 30.007 acres, as conveyed to W. F. Forest, Sr., and wife, Minnie Kate Forest by deed recorded in Volume 1763, Page 631, of the Official Public Records of Williamson County, Texas, for the most easterly Northeast corner hereof-, THENCE, along the east line of the said 166 2/3 acre Stratton tract, South 18 degrees 33 minutes 30 seconds East, 683.40 feet to a 1/2 -inch pipe found marking the southwest corner of the said 30.007 acres ForvM tract, being the most northerly Northwest corner of the remainder of that certain First tract, called 472.78 acres, as conveyed to Will B. Young, Jr., by deed as recorded in Volume 444, Page 212, of the Deed Records of Williamson County, Texas, and South 19 degrees 16 minutes East, 1,222.80 feet to an iron pin found marking the Southeast corner of the said 166 2/3 acre Stratton tract, being an interior corner of the said young First Tract, for the Southeast corner hereof-, from the said point a fence corner bears South 81 degrees 03 minutes West, 5.01 feet; THENCE, along the south line of the said 166 2/3 acre Stratton tract, South 70 degrees 34 minutes 30 seconds West, at 906.91 feet, pass an iron pin found marking the Northeast corner of that certain tract of land, called 13.82 acres, as� conveyed to Mike Nations by deed recorded in Document No. 199972883 of the Officiall Records of Williamson County, Texas, being the most westerly Northwest corner of the said remainder of the said Young First Tract, and continuing along the north line of the said 13.82 acre Nations tract, for a total distance of 2,465.13 feet, in all, to an iron pin found and South 63 degrees 46 minutes 30 seconds West, at 166.59 fee pass an iron pin found for a total distance of 166.70 feet, in all, to a point on the east line of Farm to Market Highway No. 2338, for the Northwest corner of The said 13.82 acre Nations tract, for the Southwest corner hereof; THENCE, along the said east line of F. M. Highway No. 2338, as follows: NORTH 87 degrees 26 minutes West, 884.03 feet to a concrete monument found at the beginning of a curve to the right, (Radius = 1,397-69 feet, Long Chord bears North 65 degrees 41 minutes West, 1033.70 feet); THENCE, along the said curve for an arc distance of 1,059.03 feet to a concrete monument found; NWWCMUD2 Consent Agreement Exhibit A (including Exhibits A-1 and A-2), Page 2 of 6 r1i AIM BOOM . I in all, to a concrete monumeng found at the beginning of a curve to the right, (Radius = 1,870.08 feet, Ung Chord bears North 31 degrees 04 minutes 30 seconds West, 826.07 feet); THENCE, along the said curve for an arc distance of 832.94 feet to 2 concrete in i x'A -go ) I - ETT1111 i All�iwmwa- I , , , - I , I 1 4 1 ' I recorded in Volume 578, Page 520, of the Deed Records of Williamson County, Texas, for the Northwest corner hereof; e, - Cx,- ri , L Act 0o' ccs `t 2 0 wes�t3 A 6W& U D2 CZYnt Ag-reemen 1 C"'I F I ILr"-D AM) PZECORDED - OFFICIAL MLIC RECORDS 20@6957843 07/12/2006 09:04 An PHSRBRICH $48.00 NANCY E. RISTER, COUNTY CLERK UILLIAMSON COUNTY, TEXAS F0171 LEGAL DESCRIPTION PARMER RANCH PARTNERS, L.P. TRACT j0wan Tract) BEING 46.47 acres of land, situated in the Chas. H. Delaney Survey, Abstract No. 181, and the Lewis P. Dychas $may, Abstract No. 171, In Williamson County, Texas, said land being a portion of that certain tract of land, called 501.59 acres, as conveyed to Palmer Ranch Partners, L.P. by deed recorded as Document No. 2002073008 of the Official Records ofWlikamson County, Texas. Surveyed on the ground in the month of February, 2006. under the supervision of Brian F. Peterson, Registered Professional Law Surveyor, and being more particularly described as follows; BEGINNING far Reference at a 2W pipe cornerpost found on the south line of that certain tract of land, called 68.89 acres, as conveyed to Meti(J. Sityerstone by deed as recorded In Volume 2542, Page 586, of the OMW Records of Williamson County. Tex -as. marking the most easterly Northeast comer of the above -referenced 50I.69 acre Parmer Ranch Partners, L,P. tract, being the Northwest corner of that certain not of land, called 30.007 acres, as conveyed to W.F. Forest Sr. and wife, Minnie Kate Forest, by deed as recorded in Volume 1763, Page 831, of the Official Re4.woa of WObmson County, Texas, THENCE, along an easterly line of the said 501.59 acre Palmer Ranch Partners, LP. tract S 21' 14'30" E, 683.48 feet to a %- aluminum pipe found at a fence corner marking the Southwest corner of the said 30:007 acre Forest tract, being the most northerly Northwest comer of that certain tract of land, called 320.41 ncres, as conveyed to CirCle B -Y' Partners, Ltd., by deed recorded as Document No. 2002009743 of the Offictal Records of Williamson County, Texas, and continuing a" a westerly line of the said 320,41 acre Circle B -Y partners, Ltd. tract, 6 21' 56' E, 669.67 feet to an Iron pin set for the most easterly Northeast comer and Point of BEGINNING hereof, THENM, along the said easterly fine of the 501,59 acre Penner Ranch Partners, L.P. tract, being the said westerly Or* of the 320.41 acre Circle S -Y Partners, Ltd. tract. S 21' 66' E, 381.24 feet loan iron pin set for the most easterly Southeast comer hereof from said point an Iron pin found at the Southeast comer of the said 601.69 acre Panner Ranch Partners, L.P. Iraq being an Interior corner of the said 320.41 acre Circle 8-Y Partners, Ltd. tract bears S 21'561 E, 172.07 feet, THENCE. N 64' 58' W, passing the north line of the Lavim P. Dychat Survey, Abstract No. 171 and the ,south line of the Chas. fl. Delaney Survey, Abstract No. 181, for a tow) distance of 2573.38 feet in ail, to an iron ph set at the beginning of a curve to the left, (Radius = 3320.00 feet, Long Chord bears S 89* 49' 16' W, 283227 feet); Thence, along the said curve, for an arc distanca of 29226,06 feet. In all, to an Iron pin set; Thence, S, 64* 34" 15' W, 451.26 feet to an Iron pin set; and S lir 331 45" W, 136.T7 feet to an Iran pin set on the proposed east line of Farm to Market Highway No. 2336, for an interior corner hereof, THENCE, along the said proposed east One of Farm to Market Highway No. 2338, along a curve to the let (Radius - 5925.00 feet. Long Chord bears $ 40' 08' 46' E, WAG feet); an arc distance of 847.58 feet loan Iron pin set; Thence, passing the south line of the said Chas. 14. Delaney Survey, Abstract No, 181 and the saki north to-,^- of Lewls P. Dyches Survey, Abstract No. 171, 6 461 31' 30' E, 1237.09 feet to an iron pin set at the beginning of a cum to the left. (Radius - 1660.00 feet. I" Chord bears 6 70* 35'15' E. 1107.04 feet); Thence, along the said curve for an arc distance of 1128.65 feet to an Iron pin set Thence. N 89' SW E, 870.69 feet to an Iron pin set On the south line of the said 501.69 acre Partner Ranch partners, LP. track being the north line of that certain tract of )and, called 13.82 acres, as conveyed to Mike Nations by deed recorded as Document No. 199972883 of the Official public Records of Williamson County, Texas, for the most westerly Southeast comer hereof-, THENCE, S 61' 08' 30' W, 12166 feet to an kon pin found on the east line of Fann to Market fthway No. 2338, marking the Southwest comer of the said 501.50 am Parmer Ranch Partners, L.P. t -act. being the most westerly comer of the said 13.82 acre Nations tract, for the Southwest comer hereof, THENCE, along the said cost line of farm to Market Highway No. 2338, S 89' 65'45' W. 864.08 feet to 0 disturbed ROW monument found at the beginning of a curare to the right, (Radius = 1392:69 feet, Long Chord bears N 68' 19* 15' W, 1033.92 feet); Thence. along the said curve Wan arc distance of 1059.27 feet to a disturbed ROW monument found; Thence, N 46131'45" W, at 1092:40 feet, pass an Iron pin found on, or near, the said north line of the Legis P. Dyches Survey, Abstract No. 171, and the said south One of the Chas. H. Delaney Survey. Abstract No. 181, for a total distance of 1889.38 feet in all,- to a disturbed ROW monument found at the beginning of a curve to the right, (Radius = 11870.10 feet, Long Chord bears N 33' 43'45' W, 826.40 feet); Thence, along the said curve for an are distance of 833.28 feet to.a broken ROW monument round; Thence, N 20* 69' 45 W, 1048.29 feet to an iron pin found for the Northwest comer hereof, THENCE, N 69- 07- 15- E, 34.66 fear to on Iron pin set for the most northerly Northeast comet hereof, THENCE, along the said proposed east line of Farm to Market Hlg4way No, 2338, S 20' ST 15' E, 84.07 feet to an iron pin set at the beginning of a curve to the kA (Radius - 6925,0D feel, Long Chord beam NWWCMUD2 Consent Agreement Exhibit A (including Exhibits A-1 and A-2), Page 4 of 6 Cw .. # ,. _# curve tor an arc # # r riron pin set for a _ # „ _• Y_ # _# aa # _ # 3580.00 .. r # beam 3054M •. t Y # «: an Iron pin set, Thence, S 64' 55' E. passing the said south line of the Chas. H. Delaney Survey, Abstrr-..a'Id 181, « the said norththe LeWs P. Dyches # Y.t .. in all, to the Place of BEGINNING arid containing 46.47 + acres ofla ! NOW Bftn F. Peterson nai Land Surveyor, No3967 State of Texas :a. # 4 - STEED . Bf ELL NWWCMUD2 Consent Agreement Exhibit A (including Exhibits A-1 and A-2), Page 5 of 6 ATTACHMENT 1 to CONSENT RESOLUTION Page 55 of 187 Exhihit A-2, continued .11;'j .11,7 w R�1870.90` fa 933.28' R3X43'45'W C- .40' Z1, kow MON. a 41 MON, tyG ?" A. R PROPOSED RIGHT -OP -'WAY PBS&J DRAWING* E Fencing Perimeter South. 10171' North: 7296' y68.80 Note. The tract is subject to a F;v# MCA. P:r, Inc. easement at record in Volume 643, Page 218 of the Dead Records of Williamson County, Texas and to a Blanket cosement to Chisholm TrallrcW9 ter Supply -. t V rec Corp. of r, Valu 1199, Page 517, of the Offielol Records of Williornson County, Texas. PROPOSED RIGHT -OP -'WAY PBS&J DRAWING* E Fencing Perimeter South. 10171' North: 7296' y68.80 ACRES Basis of tsearing, Texas State Plane Central Zone NAD 83. % - -4' 683.7.:V) )U' POREST SR and wife tj MMKIE KATE FOREST NWW61VIUD2 Consent Agreement I A POR11ON OF THE PARMER RANCH PARTNERS, L.P. TRACT CHAS. H. DELANEY SURVEY, ABS No.1 81 LEWIS P. DYCHES SURVEY, ABS No.171 WILLIAMSON COUNTY. TEXAS STg-G- —ER)XPFZZ E QL— JOB No -20444 Exhibit A (including Exhibits A-1 and A-2), Page 6 of 6 M RRME Parmer Ranch Partners,LP Tract Chas. H. Delaney Survey Abstract No. 181 -a Lewis P Dyches Survey Abstract No. 171 Williamson CountyTexas Pormer Ranch M.U.D. No. I a Pormer Ranch M.U.D.No.2 A NVVWCMUD2 Consent Agreement Exhibit B, Pag- 1 of 1- coo "'w wa d6t M RRME Parmer Ranch Partners,LP Tract Chas. H. Delaney Survey Abstract No. 181 -a Lewis P Dyches Survey Abstract No. 171 Williamson CountyTexas Pormer Ranch M.U.D. No. I a Pormer Ranch M.U.D.No.2 A NVVWCMUD2 Consent Agreement Exhibit B, Pag- 1 of 1- 2- z' � ..wro.. .-.. ...rvrom mmvv cc wwww wwwwww wwwww E _ a o a o o a o o c o o a a o a o oa o a oo oo a of a 2 u m m m m v n 2 2 _al$�a R bmm bmbb mammm bw mry O u �� _ mmammmamm � mma ma 6� aE gs 8� m dH S� E� — g�� mmmmmmmmmmm mmm .mmm aN `: m ry m mmmmmm mmmm mmm m QN Sa $ mmmmm mmm. mm � N w E S a�g Sb S�� m mm mmmm mmmm mm CK a� S�Iz . N g�� n mm mmmmmmmmmmmmmmm w mmmmm m m m m m m m m m m m m m m b w a N E.A a x588"'.6Ci . o I k rS wmmbbbmbb mmabbmm 6,6wwmm.. m s' €® I a o a o 0 0 0.o a a o o a o a o ao a a o o a o o a a o a w 0 0 0 r r E E a _ gg $. o . �.o ® E E _ 66 a �. U F Y N ry nry ry w n ry ry ry ry n w o$ -.g $$ ---------- p w E O m CL U r W ti IN. RM 00OL03 LLLJ 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 the Agreement. The term "Project" when used in this Exhibit E shall mean the design, construction and implementation of the Public Infrastructure, the Structures and the other development activities onthe Land described in the Consent Agreement relating tothe Northwest Williamson County Municipal Utility (a) UDC Sec. 5,08,010 (Temporary Uses) —temporary uses will be permitted for 18 months vs12 as the existing regulation provides. Also, model homes with a Certificate of Occupancy or conditional certificate of occupancy will be allowed for up to sixty (60) months. (b) Mixed Use Areas- All allowed uses in the zoning districts of MF -2, C-3, OF and BP except for the following prohibited uses: 0 Manufacturing, Processing and Assembly General (c) Maximum of 30% of the gross Mixed Use land can be used as MF -2 Multi Family. (d) Residential Cluster Use is allowed within residential areas (single family detached homes on condo regime site plan). (a) Lot width minimum of 40 feet. (b) Side yard setbacks of 5 feet. (c) Flag lots are allowed within the District under the following conditions: i ifnecessary due fotopographic constroints o, ii for alot etthe end ofacu|-de-sao. Flag lots shall be a minimum 20 feet wide measured at the right-of-way. For those flag lots measuring less than 40feet wide atfront setback, Owner will submit afootprint test atthe time of prelimin?ry plat submittal proving such lots accommodate house product. -Addltionally,,all portions of the residential unit placed on the flag lot shall be located within 150 feet of a public ri8ht-of-waywith fire service. (d) Up to 30 lots shall be allowed on a cul-de-sac. mwWcmUDsConsent Agreement Exhibit E,Page 1m 4 (a) UDC Sec. 12.02.010 •-•- and • •! — If a street • has homes on one side of the street, a •- will only •- required on the side • the street with homes. (b) Streets right of ways within the Land shall be regulated by the right of way and pavement widths outlined in Section 12.03.020 of the 2014 Unified Development Code. Street Type Right ♦ Way Width Pavement Width Local Streets Minor Arteria I Residential Collector Residential Collector Major Collector Local Residential Minor Arterial BNMZ• The following table outlines the minimum horizontal curve radius for each roadway Classification. L (but not less than 200 feet) if (i) speed limit signs for 25 mph are installed, and (ii) if at least one of the following conditions is • The local residential street is a Cul-de-sac streets that is 600 feet or less in length • The local residential street has a block length of 900 feet or less • When necessary to avoid significant trees or topographic constraints, as approved by the Residential local streets may be 28' of pavement (face of curb to face of curb) with parking allowed on one side of the local street. A sign will be placed at all entries into each residential neighborhood stating that parking is restricted to one side of the street. Final sign language will be determined and agreed to by the City and Applicant prior to installation. 4.1 'SiRnaize NWWCMUD2 Consent Agreement Exhibit E, Page 2 of 4 Minimum Horizontal Curves Design Standard Horizontal Curve (minimum ft.) Minor Arteria I Major Collector Residential Collector Local Residential L (but not less than 200 feet) if (i) speed limit signs for 25 mph are installed, and (ii) if at least one of the following conditions is • The local residential street is a Cul-de-sac streets that is 600 feet or less in length • The local residential street has a block length of 900 feet or less • When necessary to avoid significant trees or topographic constraints, as approved by the Residential local streets may be 28' of pavement (face of curb to face of curb) with parking allowed on one side of the local street. A sign will be placed at all entries into each residential neighborhood stating that parking is restricted to one side of the street. Final sign language will be determined and agreed to by the City and Applicant prior to installation. 4.1 'SiRnaize NWWCMUD2 Consent Agreement Exhibit E, Page 2 of 4 (c) Sign area for the primary monument signs maybe uptoZ5Osquare feet A Master Sign Plan must be submitted to the City for review and approval with the application for the first preliminary plat for the Land. ,a) All Collector level or higher roadways shall be unloaded and have a minimum 6' masonry waL with columns spaced a minimum of 200'on center. (b)Aminimum 10'wide landscape area shall be provided outside of the right of way for street trees and landscaping. (c)Lots that back onto open space orgreenbelts shall utilize wrought iron fencing (a) Lots that back onto collector level streets shall be 100% masonry on all four sides. (b) Design guidelines will be prepared for all non residential and multi family, defining architectural features, materials, colors, public spaces. Guidelines will beimplemented bvonArchitectural Review Committee to ensure that the developments are complementary and compatible with the overall theme ofthe community. (a) Significant tree stands will be incorporated into neighborhood parks, landscape medians and - greenbelts within the community. (b) Detention facilities will beenhanced with landscaping and be dwith acurvilinear shape and varied slopes. Certain detention facilities may beenhanced aswet ponds and utilized for fishing and passive recreation. (c)APrivate amenity center with clubhouse, swimming pool and play areas will be provided for use by the District residents. (d) internal greenbelt parks will provide pedestrian connectivity between the neighborhoods,parks and mixed use centers. mmxWCMucnConsent Agreement Exhibit E,Page 3m 4 F I & 1 11, 111 1 Iii, ii, Iii, "I'll, ;:11 1111111 1111;06 -jog PPMI "NONFITImm= (a) Design guidelines will be prepared to govern the architectural style, materials, site design, and pedestrian environment within the mixed use areas. Significant tree stands will be incorporated into the mixed use areas as well as public gathering spaces within the mixed use center. (b) An Architectural Review Committee will be established to review all proposed development to ensure that the Design Guidelines are being followed and that the community theme is consistent. Mixed Use areas are envisioned to combine shopping, employment, dining, and residential uses within a pedestrian friendly environment. 'a) Section 7.01 of the Consent Agreement allows, but does not require, the "Ronald Reagan Trail'" (as that term is defined in the Consent Agreement) to be constructed along one side of Ronald Reagan Blvd. (b) If Developer chooses to construct the Ronald Reagan Trail, the trail must be constructed in accordance with the standards set forth in Section 7.01 and Exhibit L of the Consent Agreement. (c) Developer's construction of Ronald Reagan Trail in compliance with the standards set forth in Section 7.01 and Exhibit L of the Consent Agreement shall be deemed by the City to fulfill the requirement of Section 12.02.010(A) of the Unified Development Code (pertaining to Pedestrian and Bicycle mobility, General Requirements) to construct a sidewalk along one of Ronald Reagan Blvd. However, construction of the Ronald Reagan Trail on one side of Ronald Reagan Blvd. shall not relieve Developer of the obligation to construct a sidewalk on the other side of Ronald Reagan Blvd. as required by Section 12.02 of the Unified Development Code. (d) If the Ronald Reagan Trail is not constructed, or is constructed to standards other than those set forth in Section 7.01 and Exhibit L of the Consent Agreement, Developer shall not be relieved of the requirement set forth in Section 12.02 of the Unified Development Code to construct sidewalks on both sides of Ronald Reagan Blvd. NWWCMUD2 Consent Agreement Exhibit E, Page 4 of 4 NWWCMUD2 Consent Agreement Exhibit F, Page 1 of 28 115 t ! ` RE IT .• • + Iw armer Ranch Northwest Williamsog County i# — �l Prepared y. Steger Bizzell 1978 South Austin Avenue Georgetown, Texas 78626 (512) 930-9412 vie r NVVWCMUD2 Consent AgreementExhibit F, Page 2 , The intent of this report is to fulfill the requirements of Section 13.10.0400 of the city of Georgetown Unified Development Code. This includes providing a preliminary water availability study, preliminary wastewater treatment availability, preliminary drainage study, preliminary identification of roads for bond reimbursement, preliminary cost estimates for the water, wastewater, drainage, and roadway reimbursement, emergency services protection measures, development buildout schedule, and preliminary traffic study. Each of these topics is discussed in this report. RMITINIMM The proposed site of Partner Ranch, a portion of Northwest Williamson County MUD #2, is located in the City of Georgetown ETJ at the intersection of Ronald Reagan Blvd. and Williams Drive (RM 2338). The site will be developed with single family and multi -family, as well as commercial tracts. A general location map of the site is shown in Figure 1, which depicts the district boundary and a vicinity map in accordance with 13.10.040.G. A master development plan showing the general layout of the proposed land uses, major streets, roads, and drainage facilities in accordance with 13.10.040.0 is shown in Figure 2. The proposed site of Partner Ranch is located within the CCN boundary of Chisholm Trail SUD (CTSUD) which is currently being acquired by the City of Georgetown. The water transmission facilities at the intersection of Ronald Reagan Blvd. and Williams Drive have recently been upgraded with a 16 -inch diameter main. In addition, transmission system improvements have been identified along Ronald Reagan Blvd. The City's CIP shows that a 24 -inch diameter transmission main is planned, which will provide improved service for the property. This infrastructure is planned to support the expected development of the Ronald Reagan Blvd./Williams Drive area as well as the western City of Georgetown ETJ. The MUD reimbursement cost estimate for the water infrastructure is included in Attachment 1. Preliminary Wastewater Treatment Availability The proposed Parmer Ranch will receive wastewater treatment from the City of Georgetown. This will be accomplished with the construction of offsite improvements including collection and. pumping facilities that will send water to the City's proposed -North Lands WWTP. The wastewater reimbursement cost estimate is included in Attachment 2. NWWCMUD2 Consent Agreement Exhibit F, Page 3 of 28 I 04 0. O LIJ, niu UX I Irm I niu I Irm I 11�ji� . ...... "I �;g;; , J • It is anticipated that a development agreement for the tract would be negotiated to allow development with the same intensity as currently allowed in the City of Georgetown Unified Development Code. Therefore, it is assumed that the single family portions would be developed to 45 percent impervious cover. Multi -family development would be allowed to develop to 50% impervious cover and commercial would be allowed to develop to 56% in accordance with 11.02.010.A.I. This site is generally located along the watershed divide between Berry Creek to the north and Cowan Creek to the south. Very little flow is generated offsite because it is located along the divide. This report does not analyze the impact of offsite flow on conveyance or detention facilities. • drainage area map with two t• contours (minimum) and Qs for the 25 and 100 year storms under existin and developed conditions is shown in Attachment 3. Drainage calculations for the 25 and I 00 -year frequency storms for both existing and developed conditions are included in this report. The Rational Method was utilized to determine runoff. The runoff coefficients (C) were determined using Table 3-1 from the City of Georgetown Drainage Criteria Manual (2004). Existing Conditions were assumed to be Pasture/Range, 0-2% slopes with a coefficient of 0.41 for the 100 -year storm and 0.35 for the 25 -year storm. Impervious cover in developed conditions was assumed to be 0.96. Coefficients were weighted based on the percentage of impervious cover for the various development intensities, commercial or residential. Manning's "n" values were taken from Table 3-2 of the same drainage manual. For the existing conditions, a 'n" value of 0.2 was used. This value is representative of 50-90% vegetative ground cover. The vegetation on the site is closer to the 90% value. A composite "n" of 0.12 was used for developed conditions in sheet and shallow concentrated flow. This is representative of 56% impervious cover and 44% ground cover in good condition. The composite Runoff Coefficient (C) for proposed developed conditions was obtained by adding the proposed value of 56% impervious cover times a C value of 0.96 plus 44% pervious cover times a C value of 0.41. This resulted in a composite C of 0.66 for the 25 -year return period. A composite C value of 0.72 was computed for the 100-yearreturn period utilizing the same method. For developed conditions, a slope of 0-2% was assumed. The results of the Rational Method analysis of drainage areas with the limits of Pariner Ranch predict that there will be an increase in flow due to the development of the subdivision. The peak flow in the Berry Creek watershed for the 25 -year Storm will increase by approximately 238 cfs, while the peak flow in the Cowan Creek watershed for the 25 -year Storm will increase by approximately 421 cfs. The peak flow in the Berry Cr,-ek- -watershed for the 100 -year Storm'' will increase by approximately 285 cfs, while the peak flow in the Cowan Creek watershed for the 25 -year Storm will increase by approximately 499 efs. The time of concentration calculations and • method runoff calculations are shown in Attachment 4. NWWCMUD2 Consent Agreement Exhibit F, Page 6 of 28 lill,, 11; Preliminary Traffic Study The Parmer Ranch Development consists of approximately 1163 single family lots, 88.2 acres of mixed use development, including mule -family, as well as commercial, retail, restaurant, and convenience use. It is recommended that trip generation for land use areas that do not have a site plan that identifies specific land uses and development intensities is accomplished by using the ITE Trip Generation Handbook. Chapter 6 of the handbook, titled "Estimating Trip Generation for Generalized Land Uses" suggests that an order of magnitude analysis can be 0 calculated based on the potential mix of land uses, gross square footage of commercial or dwelling units/acre for multi -family, and estimating the number of trips generated for each use. The multi -family site of 21 acres is estimated at a development intensity of 25 units/acre for a total of 525 units in the development. Based on a FAR of 0.35, which is similar to nearby planned projects, 15,246 sf/acre is assumed for the gross floor area (GFA) for the commercial/retail/ restaurant/convenience use. This equates to a total commercial development of 1,024,532 s.f. Based on similar commercial/retail/restaurant/convenience uses in the Georgetown area, the following development mixes are anticipated for this development: Use Percentage GFA (s.f.) Shopping Center 70% 717,172 Supermarket 20% 204,906 Drive -In Restaurant 2% 20,491 High Turnover Restaurant 4% 40,981 Quality Restaurant 2% 20,491 Convenience Market 2% 20,491 Total 100% 1,024,532 The ITE Technical Council Committee 6A6 Information Report suggests the following average weekday vehicle trip end rates: Use Trips Generated Units Total Trim Residential 10.0/Unit 1,163 11,630 Multi -family 6.1/Unit 525 3,203 Shopping Center 116.0/1000 GSF 717,172 83,192 Supermarket 125.0/1000 GSF 204,906 25,613 Drive -In Restaurant 553.0/1000 GSF 20,491 11,332 High Turnover Restaurant 164.4/1000 GSF 40,981 6,737 Quality Restaurant 56.3/1000 GSF 20,491 1,154 Convenience Market 578.0/1000 GSF 20,491 11,844 TOTAL 154,705 Based on these assumptions, the estimated'trips generated bythe' development is 154,705 trips/day. The adjacent roadway network consists of Ronald Reagan Boulevard and Williams Drive. These roads are capable of supporting this level of development. NVVWCMUD2 Consent Agreement Exhibit F, Page 7 of 28 1111 111 Iilli�� I'' ''III "I III, "I ''I'll", I I illifilif , I ll� I I Attachment I - Preliminary Cost Estimates for Water Facilities Attachment 2- Preliminary Cost Estimates for Wastewater Faciliti Attachment 3- Drainage Area Map I Attachment 4- Rational Method Runoff calculations Attachment 5- Preliminary Cost Estimates for Drainage Facilities Attachment 6- Preliminary Cost Estimates for Road Facilities Attachment 7- Gas Utility Improvements Attachment 8- Preliminary Cost Summary/Bond Proforma NWWCMUD2 Consent Agreement Exhibit F, Page 8 of 28 NWWCMUD2 Consent Agreement Exhibit F, Page 9 of 28 'III', il 111� ill iilii' iiiii "I Ili 11 il ATTACAMERT I PARMER RANCH PARTNERS, L.P. P491TE-2. 2,4, Date: September 8, 2015 XM M if. I Item No. Description Quantity Unit Unit Price Total Price 1. 12" Water Line 30617 IJ. @ 70.00 2,143,190,00 2. 8" Water Line 33711 I.f. @ 50.00 1,685,550:00 3. 12" Gate Valve 39 ea. @ 4,200.00 163,800.00 4. 8" Gate Valve 79 ea. @ 2,200.00 173,800.00 5. 6" Gate Valve 119 ea. @ 2,800.00 333,200.00 6. Fire Hydrant 110 ea. @ 5,500.00 605,000:00 7. 24" Road Bore 1000 I.f. @ 350.00 350,000.00 8. 12" Wet Connection 2 ea. @ 5,000.00 10,000.00 9. 20" Wet Connection 1 ea. @ 7,500.00 7,500.00 10. Master Meter 2 ea. @ 45.00 9000 11. Ductile Iron Fittings 60442 lb, @ 7:00 423,094.00 12. Double Service 430 ea. @ 1,700.00 731,000.00 13. Single Service 430 ea. @ 1,500.00 645,000.00 14. Georgetown Water Impact Fees 1220ea. 7,039.00 8,587,580.00 Total Water Improvements $ 15,858,804.00 NWWCMUD2 Consent Agreement Exhibit F, Page 10 of 2Q is l M • 1111 ' �.+ • s OEM NWWCMUD2 Consent Agreement Exhibit F, Page 11 of 28 ATTAGAMENT 2 PARMER RANCH PARTNERS, L.P. TIARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. Nol Wastewater Improvements Preliminary Cost Estima Date: September 8, 2015 1 WASTEWATER COLLECTION IMPROVEMENTS Estimated Item No. Description Quantity Unit Unit Price Total Price 1. 15" Wastewater Line 115 u. @ 120.00 13,800.00 2. 12" Wastewater Line 1243 IJ. @ 110.00 136,730.00 3. 10" Wastewater Line 2004 IJ. @ 100.00 200,400.00 4. 8" Wastewater Line 41899 I.f. @ 95.00 3,980,405.00 5. Manhole 219 ea. @ 5,500.00 1,204,500.00 6. 18" Road Bore 1000 u. @ 350.00 350,000.00 7. 550 gpm Lift Station 1 ea. @ 450,000.00 450,000.00 8. 80 gpm Lift Station 1 ea. @ 250,000.00 250,000.00 Northeast Lift Station (1220 9. gpm) 1 ea. @ 750,000.00 412,500.00 10. 8" Force Main 20301 IJ. @ 85.00 949,071.75 11. 4" Force Main 2933 IJ @ 50.00 146,650.00 12. 16" Road Bore 180 IJ. @ 350.00 63,000.00 13. Double Service 241 ea. @ 950.00 228,950.00 14. Single Service 34 ea. @ 850.00 28,900.00 15. Erosion Control/Revegetation 68495 IJ. @ 4.75 325,351.25 16. Georgetown WW Impact Fees 1220 ea. @ 2,997.00 3,656,340.00 Total Wastewater Collection Improvements 8,414,906.75 WASTEWATER OFFSITE GRAVITY SEWER AND LIFT STATION Estimated Item No. Description Quantity Unit Unit Price Total Price 1. 18" Gravity Sewer 12600 IJ. @ 160.00 2,016,000.00 2. 4'Manholes 44 Ea. @ 6,000.00 264,000.00 3. 30" Road Bore (Reagan & RM 23 1400 IJ. @ 450.00 630,000.00 4. Erosion Control/Revegetation 12600 1J. @ 4.75 59,850.00 5. Offsite Lift Station/FM 1 I.S. @ 1,700,000.00 1,700,000.00 Total Wastewater Treatment Plant $ 4,669,850.00 NWWGMUD2 Gonsent Agreement Exhibit F, Page 12 of 28 ATTACHMENT ■ V'rainageArea Map NWWCMUD2 Consent Agreement Exhibit F, Page 13 of 28 NIMNCMUD2 Consent Agreement Exhibit F, Page 15 of 28 d \ : 0 / / CL . ; a & ; � z R 2 R _ z ,]) / kƒ\ & / ©f ■ / ! \! \ I �f �t f/ � :- � � } t f E # d R co E E < 0 E E U)0 co j>- Ln 0 m m U') m 00 w 0 ® 0 . r, -1 al ll� O� 0 Iq 0 m C) m C'j cli �o co co C14 0 cli cli r1i Ln 00 LU x w w M 1�0 o LQ rl 11 rl rq Iq r-� 00 Ln cx� 0 Ln r -I . r, r" CD p w w 0 0 w tD r, w N -1 N co Ln 0 u co u u < u co -Fu LL 4� 0 0 0 F- (3) Im- u V) M zr f ai a) 0 aaa, -.-a, -.o, u 0 0 0 0 0 E E a) < C: ai 0 4-0 aN 0 U :D 0 s. 4- < CD 00 Q 0 0 0 0 0 ci L C5 6 6 C5 E 2 o o o o o u 0 0 0 0 ci U) C� 00 rq 119 u w r - rn 0 F- E E < E E U)0 0 z 9 9 T < u co C) C) 0 co 0 x LU CY) IR N 0� O (.0 C) 4 lD 00 id 0 Ln r- Irr Lf) 00 IZT r - Ln 0 t.0 -1 1-1 r1i 0 r14 a) m IR IT w r-4 t.0 V) . 00 Z.0 m -4 "t rl . 00 m 00 LO 00 m Lr) IzT ro r - LLD Lo Lo to u co u u < 0 o o r, 4 h 4 ui L6 0 0 F- 4-; F - .s Lr) Ln b L-0 b 0 00 0 00 th 0 (1) 0 \10-01 100, 0 La o o o 0 0000 0 m E uj m 4 -r U� Ln 4 m u Ln 0 4a 0 O 100, 1.01 100, 4a o o o o o C) CD o a) 4a . ra < vi �6 Lti .6 cli Z ci E bt Ln zf LO 0 10-01 Cd v tw a m V) cu > 0 Ldrj Ln co --i E mCi u u < Ln 0 r- r14 N CL E to uy .I Ln, 0 C) a 00 r! OR 4� o6 to r- W 0 u u 4� U # 1 o N 0 0) 0) M 8). 0 U) (j C Ln ci Ln Ln Ln Ln E E :3 E C: 5; r) EE W CL m (Dnfa w oE E 0 i < co LU I ca •RINI# . . NVVWCMUD2 Consent Agreement . 0 of 28 ATTACHMENT 5 PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. 1 Drainage Improvements Preliminary Cost Estimate Date: September 8, 2015 Estimated Item No. Description Quantity Unit Unit Price Total Price 1. 18" RCP 12107 |l @ 50.00 605,350.00 2' 24" RCP 5500 |.t @ 60J30 330,000.00 3. 30" RCP 4408 |i @ 70.00 308.630.00 4. 3G" RCP 811 if- @ 80.00 64.880-00 5. 42" RCP 1301 |.f. @ 96.00 129.295.00 8. 4B''RCP 659 if. @ 110.00 72.400.00 7 4'x4 Concrete Box 280 |.f @ 180.00 52.020.00 8. 4�xD`Concrete Box 1458 |� @ 275.00 400,950.00 A. 10' Inlet 142 ea. @ 3.500^00 497.080'00 10. JunntionBnx/K0anho|e 12 ea. @ 7,500.00 90.000.00 11. Entrance Culvert 4 ea. @ 20.000.00 80'000.00 12, Equalizer Culvert 1 aa. @ 15,000.00 15J300.00 13. SubgradeExoavetion 52872 c,y' @ 15.80 793.080.00 14. Storm/Detention 8.0 Ac. 1 ea. @ 1,000.000.00 1.000,000.00 15. Storm/Detention 4.GAc. 1 ea. @ 600,000.00 600.000,00 16. Storm/Detention 2.0Ac. 1 ea. @ 450'000.00 450.000.00 17. Storm/Detention 4.OAc. 1 ea. @ 550.000.00 550,000-00 18. Storm/Detention 3.0 Ac. 1 ea. @ 500.000.00 500,000.00 19. Storm/Detention 10.0 Ac. 1 ea. 1,200,000.00 O Total Drainage Improvements $ 7,738,695.00 NmWCwUD2Consent Agreement Exhibit F,Page u1ofua Fi lt" NWWCMUD2 ConsentAgreement Page of i. ATTACHMENT 6 PARMER RANCH PARTNERS, L.P. PARM ER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No.' NWWCMUD2 Consent Agreement Exhibit F, Page 23 of 28 Roadway Improvements Preliminary Cost Estimate Date: September 8, 2015 Estimated Item No. Description Quantity Unit Unit Price Total Price Roadway Excavation & 1 Subgrade Preparation 77,170 s.y. @ 9.00 694,530.00 2. 15" Crushed Limestone Base 77,170 s.y. @ 18.00 1,389,060.00 3. 2 1/2" HIVIAC 59,370 s.y. @ 15.00 890,550.00 4. Curb and Gutter 53,429 IJ. @ 17.00 908,287.56 Street Signage, & Pavement 5. Marking 1 I.S. @ 75,000.00 75,000.00 Total Roadway Improvements $ 3,957,427.56 NWWCMUD2 Consent Agreement Exhibit F, Page 23 of 28 F.1% VITIMAT JfffF F1 onsent Agreementr '.r^ f r ATTACHMENT 7 PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. S. 1 Estimated Item No. Description Quantity Unit Unit Price Total Price Offsite Gas Extension to 1 Property 1 I.s. @ 3,000,000.00 3,000,000.00 Total Gas Utility Improvements $ 3,000,000.00 NWWCMUD2 Consent Agreement Exhibit F, Page 25 of 28 r •: 11 to • M:: • 0'. i al SUMMARY PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. I HM 10Y6Contingencies $ 4,3H33968.33 1O96Engineering $ 4.363.968.33 Parkland Fees $ 120l00.00 K8UDPark/Trai|/AmeniUea $ 4.455.000.00 Sub -Total M.U.D. No.2 Improvements $ 56.942.619.97 Inflation Factor 396 Years ofInflation 10 Future Capital Costs $ 76.526.119.66 wwwouoaConsent Agreement Exhibit F, Page 27moo mm.S z` �IN..rvrv,».»..,.rvry a a m mm mmm 0. E R a a a a a a o oo a o o a o 0 0 0 0 0 0 o o.0 0 a' EA1a n n ry ry n z z` rvma wawaa�mos�... M -mm mm mm aN N v m A Q a '4gYi. , , a `� e ,ci $ $ u ......................... , r , m $ , , e 4� ry w w m m m m m m w w IR a N a O. ry m m m m m m m m m m A o, a m _ a w nr ry mmm m m m m m m m m m m m m m A c+i C:o t « ry a N to m m m m m m w w m m w m m m m m m m w m w co N a c+ m u a � E$ Is csm m do � ry � .. ,.nma N�nua w.m wra .a �aww �awro w yr wwu.wmm.. E... b@wEeoa 6®ooaaoaaaaaaaaa ..60.®6666 a E E E E 3 ° _ im I= _ V kyr.3641 yalkym Vol "61 a THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Wastewater Services Agreement ("Agreement") is between the City of Georgetown, Texas (the "City"), a home -rule city located in Williamson County, Texas, and Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, (the "Owner"). Upon final creation of Northwest Williamson County Municipal Utility District No. 2, a municipal utility district to be created pursuant to Article XVI, Section 59 of the Texas Constitution and under Chapters 49 and 54 of the Texas Water Code (the "District"),. the District shall join in this Agreement and be bound by its provisions. WHEREAS, Owner is the owner of that certain real property escri e y metes and bounds on Exhibit A and shown by sketch on Exhibit B, consisting of approximately 454 acres of land (the "Land"). The Land lies entirely within the City's •t 7,7 - and retail wastewater service area. Owner intends to develop the Land as a master -planned, residential community generally as depicted on Exhibit C (the "Land Plan") and to construct or cause to be constructed 1,220 single family lots on approximately 307 acres; multifamil development on approximately 62 1 y acres; and commercial development on approximately 85 acres. WHEREAS, the City's Unified Development Code ("UDC") requires the Owner to construct wastewater improvements that satisfy the City's Wastewater Master Plan (herein so called) and fulfill the wastewater collection and treatment needs for the Land. WHEREAS, wastewater treatment services to the Land could be provided from the to -be -constructed Northlands WWTP (defined herein); however, the Northlands WWTP may not be completed prior to the time that the Owner requires wastewater treatment service to be available for the Land. WHEREAS, a portion of the wastewater collection infrastructure required to connect the Land'to the Northlands WWTP may be constructed by others pursuant to that certai "Development Agreement Regarding Annexation and Development of Cowan Springs," as amended, by and between the City and Somerset Hills, Ltd., recorded in the Williamson County Official Public Records at Document Nos. 2006051007, 2008029659, 2008040390, and 2009060889 (the "Cowan Springs Wastewater Wastewater Service Agreement Page 1 NWWCMUD2 Consent Agreement Exhibit G, Page 1 of 71 Infrastructure"), ; however, the Cowan Springs Wastewater Infrastructure may not be completed prior to the time that Owner requires wastewater collection service to be available for the Land or be sized to accommodate all of the wastewater that may be generated on the Land. WHEREAS, certain other wastewater service options exist to provide wastewat' treatment and collection services to the Land prior to construction of the Northlan WWTP and the Cowan SprMigs Wastewater Infrastructure by utilizing treatme capacity in other City -owned wastewater treatment plants and constructing addition wastewater collection and/Or treatment infrastructure. WHEREAS, the City desires flexibility in the means by which wastewater collection and treatment services are provided to the Land,including the right to utilize the CowanSprings Wastewater Infrastructure and/or Additional Wastewater Option Improvements (defined herein) to provide wastewater collection services to the Land and/or the right to provide wastewater treatment services via the Northlands WWTP and/or via other wastewater treatment plants owned by the City. WHEREAS, Owner and the District desire that retail wastewater service be provided by the City to serve the Land. WHEREAS, the Parties desire to enter into an agreement to more particularly set forth the rights and obligations of the Parties with respect to the provision of wastewater service to the Land and construction and funding of infrastructure related thereto. WHEREAS, this Agreement is necessary to protect the health, safety, and general welfare of the community and to limit the harmful effects of substandard subdivisions; to facilitate Owner's development of the Land; to satisfy the UDC requirements relating to development of the Land; and to protect the City from bearing any unnecessary I expense of constructing or completing subdivision improvements. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the foregoing recitals and okt mutual promises, covenants, and obligations of the Parties set forth in this Agreement, the Parties agree as follows. Wastewater Service Agreement Page 2 a 19MV101101 1,01 Definitions. Iii addition to the terms defined elsewhere in this Agreement or in the City's Code of Ordinances or UDC, the following terms and phrases used in this Agreement will have the mean migs set out below: (a) Additional Wastewater Option Improvements: All off-site wastewater infrastructure improvements necessary and required to provide wastewater collection and treatment services to the Land prior to completion of, or in lieu of or in addition to, the Northlands WWTP and the Cowan Springs Wastewater Improvements (defined herein), but not including the Interceptor (defined herein), and not including temporary treatment methods described in Section 3.04 of this Agreement. (b) Agreement: This Wastewater Services Agreement. (c) Applicable Laws: All federal, state and local statues, regulations, guidelines, policies, specifications, ordinances, manuals, and any other requirements pertaining to the provision of wastewater service to the Land and the design, bidding, construction, maintenance, operation, repair and replacement of the wastewater improvements contemplated by this Agreement, including, without limitation, applicable provisions of the Texas Water Code, the rules and regulations of the Commission (defined herein), City Ordinances, the UDC, the City's UDC Development Manual, the City's Construction Specifications and Standards Manual, the City's Drainage Criteria Manual, and the terms and conditions of the wastewater permits issued by the Commission to the City, all as the same may be amended from time to time. (d) City: The City of Georgetown, Texas, a home -rule city located in Williamson County, Texas, or its permitted delegates or assigns. (e) Commencement Date: Either Five o'clock p.m. (5:00 P.M.) central standard time on the date that is (i) five (5) years after the Effective Date, or (ii) Five o'clock p.m. (5:00 P.M.) central standard time on the date that is not more than eight (8) years after the Effective Date, provided that, before five o'clock p.m. (5:00 PM) central standard time on the date that is fifty-four (54) months after the Effective Date, Owner or District has provided written notice to the City stating that it desires to extend the Commencement Date as allowed by this Section 1.01(e) accompanied by a payment of ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000) (the "Extension Fee")'. (f) Commission: The Texas Commission on Environmental Quality or its successor agency. Wastewater Service A-reement Page 3 NWWCMUD2 Consent Agreement Exhibit G, Page 3 of 71 (g) Completion Date: Five o'clock p.m. (5:00 PM) central standard time on the date that is thirty-six (36) months after the Commencement Date. (h) Connection: A connection to the On -Site Wastewater Facilities (defined herein) on the Land, the cumulative number of which shall not exceed the Connection Limit (defined herein). For the purposes of this Agreement, the physical sewer connection into the On -Site Wastewater Facilities that corresponds to the number of water service connections with a 3/4" meter shall represent one (1) Connection. The number of Connections associated water service connections represented by water meters larger than 3/4" in size shall be the same as the number of water "Service Units" calculated using Georgetown's meter equivalency standards set forth in Section 13.32.050 of Georgetown's Code of Ordinances, as said ordinance may be amended from time to time by Georgetown. (i) Connection Limit: The cumulative number of Connections on the Land, which shall not exceed one thousand six hundred (1,600). 0) Consent Agreement: The Consent Agreement among the City, the Owner, and the District pertaining to the creation of the District on the Land. (1) Easements: The temporary construction and access easements, and the permanent utility and access easements, necessary for the construction, maintenance, operation, repair and replacement of the Interceptor (defined herein) and the Additional Wastewater Option Improvements. (in) Effective Date: The latest date that one or more counterparts to this Agreement, individually or together, bear the signatures of duly authorized representatives of both City and Owner. This Agreement shall be effective as to the District when signed by the District. (n) Engineer: The registered professional engineer licensed to practice in the State of Texas retained by the Owner or District to prepare the Interceptor Plans (defined herein) and the Easements (defined herein) as required by this Agreement. (6) Interceptor: The wastewater interceptor line identified in the City Wastewater Master Plan and Impact Fee Study as the "Cowan Creek Interceptor" an ranging in diameter from fifteen to eighteen inches (15" to 18") to be constructed b Owner from the endpoint of the of the existing portion of said interceptor line as exists on the date d" the City's final approval of the Interceptor Plans (dcfiredl-,ezE* generally along the southeastern boundary of the Land to the point that is near intersection of Williams Drive and Ronald W. Reagan Blvd. in the approximate locati shown on the Interceptor Plan Sketch attached hereto as Exhibit D. Precise alignme I Wastewater Service Agreement Page 4 NWWCMU12 Consent Agreement Exhibit G, Page 4 of 71 will be determined during detailed design and construction may be accomplished in phases as determined by Owner and District. (p) Land: Approximately 454 +/_ acres of land located in the City's ETJ, iescribed by metes and bounds on Exhibit A and shown by sketch on Exhibit B. (q) Land Plan: The development plan for the Land attached hereto as Exhibit N (r) Northlands VVWTP: The wastewater treatment plant anticipated to be constructed by the City pursuant to Permit No. X11 i"'11 as said permit may be amended, renewed or reissued by the Commission. (s) On -Site Wastewater Facilities. All wastewater facilities internal to the Land that are necessary to provide wastewater collection services to the Land. (t) Owner: Parmer Randi Partners, L.P., a Texas limited partnership, 471V Mill Creek, Dallas, TX 75244, or its permitted delegates and assigns. (u) Prior Agreement- Collectively, the "Settlement Agreement" dated May 12, 2009 and the "Utility Facilities Construction and Conveyance Agreement" dated May 13, 2009 by and between the City, Chisholm Trail Special Utility District, 3 B&J Wastewater Company, Inc., Bill Benton, Jane Ann Benton and Brandon Keith Benton, Owen/Wilco 160, L. P., and Parmer Ranch Partners, L. P. which contemplated that wastewater service would be provided to the Land and to other properties owned by the private parties to the Prior Agreement pursuant to a wastewater treatment plant permitted under Commission Permit No. 001491101. (v) Related Agreements: Collectively, this Agreement, the Consent Agreement, the Water Services Agreement; the Strategic Partnership Agreement; and the Partial Assignment of Receivables Agreement by and between the Parties relating to the Land. (w) Wastewater Impact Fee. The fee determined by the City Council of the City in accordance with Chapter 395, Texas Local Government Code, to recoup costs of capital improvements to the City's wastewater utility system. ARTICLE 11 C*,VST_VJjCT1*,V 101 General. The Parties agree that construction of the Interceptor is necessary and required to provide wastewater collection services to the Land regprdless, of whether wastewater treatment services for the Land are provided by the Northlands WWTP, by the Additional Wastewater Option Improvements, and/or by any other wastewater treatment plants owned by the City, and regardless of construction of the Wastewater Service Agreement Page 5 NWWCMUD2 Consent Agreement Exhibit G, Page 5 of 71 , 1:11111ifll 11 # if r.• • f Additional Wastewater Option Improvements or the Cowan Springs Wastewater Infrastructure. 2,02 Design. At no cost to the City, Owner or District generalto prepare design drawings, specifications, bid documents and design documents f the construction of the Interceptor in compliance with the Applicable Laws (collectivel the "Interceptor Plans".). The Interceptor shall be placed in the on the attached Exhibit Q with the final location of the Interceptor to be determined b the City in its reasonable discretion based on f • en-aineering principles. Upo completion of preliminary Interceptor•• • of preliminary` • fr Plans to the City for•approval. Engineershall provide comments to business days after receipt,.fthe Citydisapproves any element f ... prelin-dnary Interceptor Plans, it shall so advise Engineer and the process shall repeated `1 fi Plans are approved by the City. With regard to Interceptor Plans, the City, Owner and the District agree - (1) (l) Construction of the Interceptor shall not be phased; the Interceptor must be built in its entirety and all segments completed no later than the Completion Date; and (2) The Interceptor Plans must include a construction schedule demonstrating that construction of the Interceptor is to be commenced on or before the Commencement Date, and completed and accepted by the City for operation on or before the Completion Dater and (3) The elevation of the Interceptor discharge must match the elevation of the existing or the designed -but -not -yet -completed Cowan Springs Wastewater Infrastructure; and (4) Except as otherwise provided in Section 2.03(h) of this Agreement, all Easements required for construction of the Interceptor must be submitted to the City along with the Interceptor Plans. (a) Owner or the District must obtain all Easements necessary for the entire length of the Interceptor, including those portions of the Interceptor to be placed outside the, boundaries of the Land, all at no .cost to the City. Owner or the District must also grant all Easements necessary for the Interceptor and the Additional Wastewater Option Improvements that are to be located on the Land at no cost to the City. Wastewater Service Abreenlent Page b NWWCMUD2 Consent Agreement Exhibit G, Page 6 of 71 (b) The location of the permanent Easement for the Interceptor shall be in the area generally shown on Exhibit Q as finally approved by the City during the design phase. The location of the Easements for the Additional Wastewater Option Improvements shall be determined by the City in its reasonable discretion. (c) The width of all permanent Easements for the Interceptor and the Additional Wastewater Option Improvements shall be at least the widest of (i) fifteen feet (15'), or (ii) for any appropriate pipe segment, 1.5 times the depth of the deepest line that may, with the written approval of the City, be placed in the Easement. (d) All temporary construction and temporary and permanent access Easements shall be in widths and locations acceptable to the City in its reasonable discretion. (e) All Easements shall be in forms substantially similar to the forms of easements attached hereto as Exhibit E and approved by the City Attorney. (f) Except as otherwise provided in Section 2.03(h) of this Agreement, all final recorded Easements shall be conveyed to the City not later than the time of submittal of the Completion Notice (defined herein). (g) If Owner and the District are unable to obtain the Easements after using good faith efforts to do so, the City shall acquire the Easements, using its power of eminent domain if necessary, at Owner's and District's sole cost and expense and subject to the conditions set forth herein. Within sixty (60) days of receipt of the written request from Owner or District requesting that the City acquire the Easements and documenting their good faith efforts to secure the Easements (including but not limited to offers, counteroffers, positions of the parties, valuation documentation, etc.), City shall provide a preliminary written estimate to the Owner and District of projected costs and expenses related to acquisition of the 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 District shall pay all costs and expenses incurred by the City relating to the acquisition of the Easements, including, without limitation, costs of negotiating easements with landowners, preparation of easement instruments and surveys, payment of a negotiated sum for purchase of an casement, and purchase or condemnation costs incurred by the City, including any litigation related thereto (including legal fees, witness fees and costs, and court costs). In the event that the actual costs of easement acquisition exceed the original estimate, Owner or Dist-Lict shall provide payment of the additional amount within -,fifteen (15) days of receipt of a written request for payment from the City. In the event that the actual costs of easement acquisition are less than the sums paid by Owner or District to the City, the City shall promptly refund the excess amount to Owner or District, as appropriate, within fifteen (15) days of receipt of a written request for payment by either of them. Wastewater Service Agreement Page 7 . NWWCMUD2 Consent Agreement Exhibit G, Page 7 of 71 (h) The Parties • that the City may construct the Interceptor and/or t Additional Wastewater Option Improvements (or any portions of those improvement prior to the deadlines set forth in this Agreement. If the City • elects, the City agrees provide written Notice to Owner and District of the date on which construction scheduled to begin, together with a brief description of the facilities (or portio thereo t b tructed and the Easements necessar for the -oro • III I I I IE Wastewater Service A-reement Page 8 NWWCMUD2 Consent Agreement Exhibit G, Page 8 of 71 shall construct the Interceptor in accordance with this Agreement, the Applicable Laws, and with the final, City -approved Interceptor Plans. (b) Owner or District shall issue the notice to proceed for construction of the Interceptor on or before the Commencement Date. (c) Owner and District shall cause construction of the Interceptor to be completed and accepted by the City for operation and maintenance on or before the Completion Date. (d) Owner and District shall be responsible for all material testing costs associated with construction and as required by the City. (e) Owner and District shall be in material breach of this Agreement and of the Related Agreements if either (i) actual construction of the Interceptor is not commenced on or before the Commencement Date, or (ii) the Interceptor is not completed and accepted by the City for operation and maintenance on or before the Completion Date. 2.08 Construction Traffic. Construction traffic must be routed through the Land and not on or through roads in adjacent neighborhoods or private roads. Without limiting the generality of the foregoing, construction traffic is specifically prohibited on Private Road 902. 2.09 Stop Work Orders. The City shall have the right to inspect, from time to time, the construction of the Interceptor. If the City determines that the Interceptor is not being constructed in compliance with the Applicable Laws and the Owner, the District, or the contractor or other agent of the Owner or District, fails to correct the non-compliance within a reasonable period of time after notice thereof, the City shall have the right to enforce compliance and to stop new work on the Interceptor by the issuance of a "stop -work order" until the non-compliance is corrected to the reasonable satisfaction of the City. Nothing in this Section 2.09 shall create any liability of the City to determine whether the Interceptor is constructed in accordance with the Applicable Laws. Stop work orders issued by City staff may be appealed to the City's Manager of Utilities by the Owner or the District. 2.10 Completion Notice. Upon substantial completion of the Interceptor, Owner or the District shall deliver to the City written notice that construction of the Interceptor has been completed and is ready for final inspection (the "Completion Notice"). The completion notice must- include the following items: (a) The final recorded Easements required by Section 2.03 of this Agreement; and (b) The Maintenance Bond required by Section 2.12 of this Agreement; and Wastewater Service Agreement Page 9 NWWCMUD2 Consent Agreement Exhibit G, Page 9 of 71 Wastewater Service Agreement Page 10 District acknowledge that, upon acceptance of the Interceptor by the City, the City will utilize the Interceptor, including capacity for the District to the extent of, and as conditioned by, this Agreement, as part of the City's overall wastewater utility system; however, such service will not be provided in a manner that impairs the City's ability to provide wastewater collection service to the Land in accordance with the terms of this Agreement. 2.16 Construction of the Interceptor by the City. If either (i) construction of the Interceptor (or any appropriate phase thereof) is not commenced on or before the Commencement Date.- or (ii) construction of the Interceptor (or any appropriate phase thereof) is not completed on or before the Completion Date, then the City may, but shall not be required to, construct or finish construction of all or a portion of the Interceptor, as the case may be and as the City may determine in its sole discretion, after providing w 'tten Notice of its intent to do so to the Owner and the District. The right of the City ri to construct the Interceptor (or any appropriate phase thereof) does not terminate, restrict or limit the rights and remedies of the City. 2.17 Effect of Failure to Perform. Owner or District's failure to perform any of their obligations with respect to the Interceptor as required by Article 11 of this Agreement is a material breach of this Agreement. ARTICLE III ADDITIONAL WASTEWATER SERVICE OPTION IMPROVEMENTS 3.01 Total Additional Wastewater Service Option Fee. The City, Owner and District agree that the cost of designing and constructing the Additional Wastewater Service Option Improvements is currently estimated at ONE MILLION SEVEN HUNDRED THOUSAND U.S. DOLLARS ($1,700,000.00) (the "Total Additir • • ption Fee"). The Parties further agree that this sum does not include the Temporary Treatment Costs referred to 'in Section 3.04 of this Agreement, e Wastewater Impact Fees referred to 'in Section 4.01 of this Agreement, or the other fees referred to in Section 4.03 of this Agreement, and that the costs and fees referred to in Sections 3.04, 4.01 and 4.03 of this Agreement are in addition to the Total Additional Wastewater Option Fee amount. The Total Additional Wastewater Option Fee shall be reduced to ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000) if the Extension Fee (defined herein) is timely delivered to the City with Owner's written notice pertaining to extension of the Commencement Date as allowed bv Section of this Agreement. 3.02 Per -Connection Additional Wastewater Option Fee. Owner and District hereby agree to pay the Total Wastewater Option Fee in accordance with the following terms and schedule.- a fee of TWO THOUSAND ONE HUNDRED TWENTY Wastewater Service Agreement Page 11 N\AIWCMUD2 Consent Agreement Exhibit G, Page 11 of 71 FIVE U.S. DOLLARS ($2,125.00) (the "Per -Connection Additional Wastewater Optio Eee") for each Connection authorized on a City -approved final plat for the Land or an applicable portion of the Land, to be paid by the City or the District to the City at tl� time the City approves the final plat for the Land, or any applicable portion of the Lan( and continuing in the same manner until the Total Additional Wastewater Option FE has been paid in full. The Total Additional Wastewater Option Fee may be pre -paid I the City on a schedule earlier than on a per -Connection basis, but must be paid in fu not later than the date that the City approves a final plat containing the 80C Connection on the Land. After the Total Wastewater Option Fee has been paid in ful each Connection will not be charged the Per -Connection Wastewater Option Fee, bt. will remain subject to all other applicable fees. The Total Additional Wastewat( Option Fee (and each Per -Connection Additional Wastewater Option Fee) nonrefundable and Owner and District hereby expressly agree that upon payment same to the City, neither of them shall have any further rights to the Total Additioni Wastewater Option Fee or to any Per -Connection Additional Wastewater Option Fee ( to the proceeds thereof. The Per -Connection Additional Wastewater Option Fee sha be reduced to TWO THOUSAND U.S. DOLLARS ($2,000) if the Extension Fee (define herein) is timely delivered to the City with Owner's written notice pertaining t extension of the Commencement Date as allowed by Section 1.01(e) of this Agreement. 3.03 Fiscal Security. On or before the date that a preliminary plat i approved by the City's Planning & Zoning Commission (or other entity having fina approval authority over preliminary plats) for all or any part of the Land, the Owner o District shall provide fiscal security for payment of the Total Additional Wastewate Option Fee in the form of a performance bond or letter of credit in the amount of th, Total Additional Wastewater Option Fee (the "Fiscal Secudjy"). The Fiscal Securit, shall be issued by a surety or financial institution having a rating equivalent to th, nummum acceptable rating established under the City's financial institution ratm� system in effect on the date the Fiscal Security is due under this Agreement, and shal be renewable on an annual basis. The Parties agree that if the City determines in its sol, discretion, that construction of any of the Additional Wastewater Option Improvement is needed to service the Land prior to the payment in full of the Total Additiona Wastewater Option Fees, the City will construct the Additional Wastewater Optio' Improvements that are needed and, to do so, may draw on the Fiscal Security to th, extent necessary to pay the costs to construct the needed Additional Wastewater Optiol Improvements, but only (a) after the date Ithat,is five (5) years after the Effective DatE and (b) to the extent 'such . funds are no I t available from (i) previouslv-paid'Pe'r' Connection Additional Wastewater Option Fees or (ii) funds •• :.• from other participants in the Additional Wastewater Option Improvements that arl needed. To that end, the Fiscal Security must expressly authorize the City to draw oi Wastewater Service Agreement Page 12 NWWCMUD2 Consent Agreement Exhibit G, Page 12 of 71 rwyff��• a I,; &I ge I a a CK01 ILU I • " v 1 # iii:; the Fiscal Security on sight not later than thirty (30) days after the delivery of written notice from the City to the obligor stating that the City intends to commence work on the Additional Wastewater Option Improvements. Not more frequently than twice each calendar year, the principal amount of the Fiscal Security may be reduced by the total amount of Per -Connection Wastewater Option Fees collected by the City. The Fiscal Security shall remain in place until such time as the amount of the Total Additional Wastewater Option Fee is paid in full. 3.05 Effect of Nonpayment or Failure to Post or Maintain Fiscal Security. Failure to pay the Total Additional- WasLewater, Option Fee, the Per Cormection Additional Wastewater Option Fee, or the Temporary Treatment Costs, or failure to post and maintain the Fiscal Security as and when required by this Article III is a material breach of this Agreement. Wastewater Service Agreement Page 13 NWWCMUD2 Consent Agreement Exhibit G, Page 13 of 71 Wastewater Service Agreement Page 14 FAV aNfiEffn* M X1061 V I 0117�'M 5.01 Construction of On -Site Wastewater Facilities. Owner or the District shall construct all On -Site Wastewater Facilities that are necessary to serve the Land, including all wastewater system piping, valves, and pumps, within designated permanent, exclusive easements or rights-of-way up to the retail customer's property line. These On -Site Wastewater Facilities shall be designed and constructed in accordance with the Applicable Laws and pursuant to plans and specifications approved by the City. The City will inspect the On -Site Wastewater Facilities for compliance with the approved plans and specifications, and will also conduct inspections as required by the City. The City will provide the inspections contemplated by this Section 5.01 for the inspection fees charged by the City for such inspections outside the City limits, which fees will be collected from the contractor or customer requesting the inspection. The City will retain copies of all inspection reports, and provide them to the Owner and the District upon request. Failure to design or construct or take any other actions with respect to the On -Site Wastewater Facilities as required by this Agreement is a material breach of this Agreement. 5.02 Ownership and Operation of On -Site Wastewater Facilities. The City agrees to accept the On -Site Wastewater Facilities for operation, upon completion of construction and the assignment of the applicable two-year maintenance bond from the construction contractor to the City. Within ninety (90) days of its completion or acquisition of any On -Site Wastewater Facilities, the Owner or District will convey them to the City. ARTICLE VI 6.01 Conditions Precedent to Provision of Retail Wastewater Service. The City shall have no obligation to provide wastewater collection or treatment services to the Land unless and until Owner or District have fully -performed all of the following conditions precedent: I (a) The Interceptor and the Onsite Wastewater Improvements have been designed and constructed as required by this Agreement an accepte e ity or operation and maintenance bonds and warranties have been provided as required; and (b) The Fiscal Security in the form and amount required by this Agreement is posted and being maintained as required bthis Agreement and y Wastewater Service A-reement Page 15 NWWCMUD2 Consent Agreement Exhibit G, Page 15 of 71 111 1 "Iiiiiill 1111;:1�11 0 iiii 0 11 111111111 M��FMM�� (c) Owner and District are not in default of any provision of the Related Agreements; and (d) As to each Connection for which wastewater service is requested, the Per - Connection Additional Wastewater Option Fee, Wastewater Impact Fee, and fees required under Section 4.03 of this Agreement have been paid; and MOMMI (f) If applicable, the sums due under Section 3.04 of this Agreement pertaining to Temporary Treatment Costs have been paid. 6.02 Retail Wastewater Service. Provided that the conditions precede listed in Section 6.01 of this Agreement have all been fully performed, City will provi wastewater service to customers within the Land on a retail basis in the same manne on the same terms and conditions, and at the same rates and charges as the Ci provides such services to other retail customers located outside the corporate limits the City under the terms and conditions of this Agreement. Owner and District agr that the City will be the exclusive provider of wastewater services to the Land. I ARTICLE V11 AUTHORITY, TERM, DELEGATION, ASqGV,,UEVT-A,,-W-TP--L'EIIEDIES 7.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 402.014 of the iexas Local Government Code. 7.02 Term. The term of this Agreement will commence on the Effective Date and continue for fifteen (15) years thereafter, unless terminated on an earlier date under other provisions of this Agreement or by written agreement of the signatories. 7.03 Delegation and Assignment. I (a) Delegation of Performance Obligation. Subject to the additional terms and conditions set forth in Section 7.04 of this Agreement, no Party may delegate any of its obligations to perform under this Agreement, except upon delivery to the non - delegating parties, at least twenty (20) business days before the delegation, of a written agreement executed by authorized representatives of the delegating party and the delegate stating the specific performance obligations delegated and containing the delegate's express 'consent to perform the delegated obligations as set forth in this Agreement with re gard to fiie obligations delegated. (b) Assignment of Rights to Performance. No Party may assign its rights to [�rerformance by another Party under this Agreement (including but not limited to its rights to any claim for damages arising out of or related to the non -assigning party's Wastewater Service Agreement Page 16 MiMMOMMMON Consent Agreement Exhibit G, Page 16 of 71 breach of this Agreement), voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner except, upon delivery to the non -assigning parties at least twenty (20) business days before the assignment of a written agreement stating the specific rights to performance assigned executed by the the assignment. Subject to the terms and conditions of Section 7.04 of this Agreement, Owner may assign its rights to performance under this Agreement only to: (1) a Lender to the extent necessary to obtain financing for development of the Land and only if Lender's rights are wholly subordinate to the City's rights under this Agreement and the Related Agreements, or (2) a successor owner to Owner of all or any part of the Land who is also an assignee of the Related Agreements; or (3) to the District. Assignment by Owner to any other persons or entities is not permitted. Any allowed assi•gnment shall be subject to the terms of this Agreement. (a) Delegation of obligations as allowed by this Agreement shall not opera to release or discharge the delegating party of the delegated obligations, and t delegating party guarantees performance of the delegated obligations. (b) Assignment of rights to performance as allowed by this Agreement sh extinguish the assigning party's right to receive performance of the assigned right - except to pod the extent that the assigning arty retamis a lien •n the Lanor pI any • a thereof accompanying the assignment. 7.05 Effect of Delegation or Assignment in Violation of this Section. Any purported assignments or delegations in violation of Section 7.03(a) or ( ) are voi•. 7.06 Other Limitations on Delegation and •Assignment. •Notwithstandmig anything to the contrary in this Agreement, Owner shall not have the right to assign rights in or delegate performance of obligations under this AJzreement until after the District becomes a Party and after this Agreement is recorded in the Official Records of Williamson County, and any purported assignments or delegations in violation of these two conditions are void and shall have -.no force or effect. Further, neither Owner nor District may delegate obligations regarding construction of the Interceptor after the Commencement Date, and any such purported delegations are void. Wastewater Service Agreement Page 17 NWWCMUD2 Consent Agreement Exhibit G, Page 17 of 71 q (a) Notification of Default. Any material breach of this Agreement shall be a default of this Agreement. If any Party commits a default of this Agreement, the non - defaulting Party shall give Notice to the defaulting Party that describes the default in reasonable detail. (b) Cure of Default. For any default that can be cured by the payment of money or the posting of the Fiscal Security (each a "Monetary Default"), he defaulting Party shall be allowed thirty (30) days after the date of the Notice to cure the Monetary Default (the "Monetary Default Cure Period"). . For any default that is not a Monetary Default (a "Non -Monetary Default"), the defaulting Party must commence the cure of any Non -Monetary Default specified in the Notice within thirty (30) days after the date of the Notice, and thereafter diligently pursue such cure to completion but in no event longer than ninety (90) days after the date of the Notice (the "Non -Monetary Default Cure Period"). (c) City's Remedies During Owner's or District's Cure Periods. No Bon• shall be issued by District and the City shall have all rights to enjoin the issuance Bonds during the applicable Cure Period for an Owner or District default. In additio the City shall be relieved of all of its obligations under this Agreement and all Relate Agreements, including, without limitation, obligations to process or appro applications, permits, plats, utility connections, utility taps, or any other developme or utility -related applications pertaining to the Land, during the applicable Cure Perio for an Owner or District default. If Owner's or District's default is fully cured with' the applicable Cure Period, the actions authorized by this Section are the City exclusive remedies for delay. If the Owner's or District's default remains uncured aft the applicable Cure Period, the City is entitled toall rights and remedies available to i by law or in equity or by statute or otherwise. (a) If the defaulting Party does not cure the default within the applicable Cure Period, and if the non -defaulting Party has not waived the default in writing, then after the expiration of the applicable Cure Period, the non -defaulting Party may, in its sole discretion, and without prejudice to any other right or remedy allowed under this Agreement, seek any other relief available at law or in equity, all of which are cumulative and are in addition to any other right or remedy given under this Agreement or a Related Agreement which may now or subsequently exist in law or 'in 'equit b. statute or otherwise, and the exercise of any one remedy does not preclude .y y, the exercise of another. (b) Damages, if any, to which any non -defaulting Party may be entitled shall be limited to actual damages and shall not include special, incidental, or consequential damages. Wastewater Service Agreement Page 18 NWWCMUD2 Consent Agreement Exhibit G, Page 18 of 71 (c) To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy under this Agreement constitutes the election of an inconsistent right or remedy, that election does not constitute a waiver of any right or remedy, or limit or prevent the subsequent enforcement of any provision of this Agreement. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy. 7.09 Cityfs Right to Terminate. After the expiration of the applicable Cul Period, without regard to Owner's or District's partial performance, if any, the City entitled to terminate this Agreement upon written notice to Owner and District, wit the effect set forth in this Section 7.09, if Owner or District has failed to cure a defau under this Agreement or a Related Agreement within the applicable Cure Period, an the City has not waived the default 'in writing, or Owner or District has failed to satisf a condition precedent and the City has not waived performance of the conditio precedent in writing. Termination of this Agreement pursuant to this Section does n( terminate, limit or restrict the rights and remedies of the City and is without prejudi( to the City's claim for damages. IN ADDITION TO THE CITY'S RIGHT UNDE COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAUL , OWNER AND DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CIT AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATIOD CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOU LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN AN LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY'S FEES AN . EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE ClT'. DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM TH BREACH OR UNCURED DEFAULT AND TERMINATION OF THE AGREEMEN AND ENFORCEMENT OF THIS SECTION. ARTICLE'T.411-- INDEMNITY AND RELEASE 8.01 Indemnity. BY OWNER'S SIGNATURE BELOW, THE CIWNE� PARTIES (AS THAT TERM IS DEFINED BELOW) EACH AGREE TO WAIVE AL , CLAIMS, FULLY RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THI CITY, AND ALL OF ITS CURRENT, FUTURE AND FORMER OFFICIALS, OFFICE AGENTS, CONSULTANTS, EMPLOYEES., AND ATTORNEYS, IN BOTH THEI I- FUBLIC, AND PKILVATEE t, CAPACITIES (COLLECTIVELY,- THE -crrf r-ARTIES' FROM ANY AND ALL LIABILITY, CLAIMS, LAWSUITS, DEMANDS OR CAU,�Rc; OF ACTION, INCLUDING ALL EXPENSES OF LITIGATION AND/OR SETTLEMEN WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE PRIO AGREEMENT OR THE CITYS EXECUTION OF THIS AGREEMENT. THE OWNEI Wastewater Service Agreement Page 19 NWWCMUD2 Consent Agreement Exhibit G, Page 19 of 71 PARTIES AGREE THATEACH AT AND AT THEI. LIABILITYSOLE EXPENSE, DEFEND AND PROTECT THE CITY PARTIES FROM ANY AN ALL SUCH CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AN ANY r COSTS AND ATTORNEYS' THE PRIOR AGREEMENT OR THE CITYS EXECUTION OF THIS AGREEMEN THE TERM "OWNER PARTIES" SHALL MEAN AND INCLUDE OWNER AND AL OF ITS CURRENT, FUTURE AND FORMER OFFICERS, MEMBERS, DIRECTOR PARTNERS, AGENTS, ENGINEERS,. CONSULTANTS EMPLOYEES OR ATTORNE (COLLECTIVELY, THE -OWNER ` SECTION). NOTHING IN THIS PROVISIO SHALL WAIVE THE CITYS DEFENSES OR IMMUNITIES UNDER 101.0 ET. SEQ. OF THE TEXAS CITY PRACTICE & REMEDIES CODE OR ANY OTHEI APPLICABLE STATUTORY OR COMMON LAW. 8.02 In addition to the foregoing Indemnity, in further consideration for the termsCity's agreement to provide wastewater service to the Land in accordance with the of Agreement # otherpromises herein,receipt fl a of herebyis acknowledged,Owneragrees tofully andcompletely• forever dischar ar damagese the City Parties from any and all possible claims, demands, actions, causes ofaction, costs, expenses, obligations, liabilities ', suits ', and whatsoever,character •existing orthat may arise hereafter, whetherknown or unknown,# and by 't resulting, whethersolely, jomitly, or otherwise, from any and all causes of action directly or or attributable to the Prior A reement or the Cit-LvA's execution of s r this Agreement. • 9.01 Agreement • •r • .. Land. The terms of Agreement will run Land,with the and will be binding ' • • '.. and assigns survive judicial or non -judicial foreclosure. This Agreement is not inten e to e binding f • :. or • title as to, any ultimate consumeror buyer who purchases a fully developed and improved platted lot within the Land. 9,02 Cooperation. (a) The City, Owner and'.the District each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder or enable the fulfillment of their respective obligations hereunder, provided in either case the terms of this Agreement are not modified or amended thereby. Wastewater Service Agreement Page 20 NWWGMUD2 Consent Agreement Exhibit G, Page 20 of 71 (b) In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, the City, Owner and the District agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. (c) Owner hereby agrees to reimburse the City for all fees, costs and expenses incurred by the City in connection with this Agreement as provided in the Consent Agreement. 9.03 Notice. Any notice given under this Agreement must be in writin and may be given- (1) by depositing it in the United States mail, certified, with retu receipt requested, addressed to the party to be notified and with all charges prepaid; by depositin•g it with Federal •Express •or •another •service guaranteeing "next da delivery", addressed to the party to be notified and with all charges prepaid; or (iii) b nj b I personally delivering it to the party, or any agent of the party listed in this Agreemen Notice by United States mail will be effective on the earlier of the date of receipt or thr (3) days after the date of mailmig. Notice given in any other manner will be efffecti L , only when received. For purposes of notice, the addresses of the Parties will, untl changed as provided below, be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney Owner: Parmer Ranch Partners, L.P. 4718 Mill Creek Dallas, TX 75244 USA Attn- Joe R. Owen With a copy to: Owen Holdings Inc.. 13760 Noel Road, Suite 1020 Dallas TX 75240 Attn: Joe R. Owen, President Wastewater Service Agreement Page 21 NWVVCMUD2 Consent Agreement Exhibit G, Page 21 of 71 District: Ronald J. Freeman Freeman & Corbett 8500 Bluffstone Cove, Ste. B-104 Austin, TX 78759 The Parties may change their respective addresses to any other addres thin t] s wi t' United States of America by giving at least five (5) days' written notice to) the oth Parties. Owner and the District may, by giving at least five (5) days'written notice to t City, designate additional parties to receive copies of notices under this Agreement. (a) If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the Parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that the Parties have a thirty (30) day period to negotiate a provision be added to this Agreement by mutual agreement of the Parties which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. If no agreement can be reached to modify the illegal, invalid, or unenforceable provision, and the provision is an essential element of this Agreement, this Agreement shall be null and void. (b) The Parties may not amend this Agreement, except in a written agreement executed by duly authorized representatives of the Parties. (c) The Parties may not waive any provision in this Agreement, except pursuant to a writing executed by the Party or Parties against whom the waiver is sought to be enforced. A wavier made in writing on one occasion is effective only in that instance and only for the purpose it is given and is not to be construed as a waiver on any future occasion or against any other Party. 9.05 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. 9.06 Entire Agreement. This Agreement and the Exhibits attached hereto, the Related Agreements and the Exhibits attached thereto, contain the entire agreement of the Parties. There are no other agreements or promises, oral or written, between the ParMsregarding the subject matter of this Agreement. 9.07 Exhibits, Headings, Construction and Counterparts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in Wastewater Service Agreement Page 22 NWWCMUD2 Consent Agreement Exhibit G, Page 22 of 7, this Agreement are for convenience only and do not enlarge or limit the scope meaning of the paragraphs. Wherever appropriate, words of the masculine gender in include the feminm'e or neuterf and the singular may include the plural, and vice- vers Where the phrase "Owner or District" is used, performance by either of them acceptable and performance by one of them is required. The Parties acknowledge th each of them have been actively and equally involved 'in the negotiation of th 3 1 Agreement. Accordingly, the rule of construction that any ambiguities are to resolved against the drafting party will not be employed in 'interpreting this Agreeme or any exhibits hereto. This Agreement may be executed in any number w counterparts, each of which will be deemed to be an origir�al and all of which together constitute the same instrument. 9.08 Time. Time is of the essence of this Agreement. In computing t number of days for purposes of this Agreement, all days will be counted, includ* j Saturdays, Sundays and legal hodof liays.- however, if the final day any time period fal on a Saturday, Sunday or legal holiday, then the final day will be deemed to be the ne day that is not a Saturday, Sunday or legal holiday. 9.09 Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. Owner certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of Owner. District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, regulations and orders governing or pertaining to the District. Exhibit A — Metes and Bounds Description of Land Exhibit B — Sketch of Land Exhibit C — Land Plan Exhibit D — Interceptor Location and Description Map Exhibit E — Form of Easements Exhibit F — Insurance and Bond Requirements 9.11 Recordation. This Agreement shall be recorded in the records of Williamson County at Owner's expense. Owner shall obtain and record subordination agreements for any lender liens on the Land or other interests in the Land, and on the City's interests under this Agreement and the Related Agreements, and the City's Wastewater Service Agreement Page 23 NWWCMU02 Consent Agreement Exhibit G, Page 23 of 71 1:10 -ft LOI U011 ZL interests in the improvements to be constructed hereunder and transferred to the City, that are prior to the time of recordation of this Agreement. Wastewater Service Agreement Page 24 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. ATTEST: CITY: M IM Jessica Brettle, City Secretary LIS= NWWCMUD2 Consent Agreement Exhibit G, Page 25 of 71 STATE OF TEXAS I This instrument was acknowledged before me the day of 2015; by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. Printed Name: Parmer Ranch Partners, L.P., a Texas limited partnership By: 0 I STATE OF TEXAS 9 I COUNTYOF A • •. Inc., a Texas corporation, its general •, This instrument was acknowledged before me the day of 2015, by Joe R. Owen, mi his.ca-pacity.as president of Owen Holdings, Inc., a Texas corporation, the general •, • Parmer Ranch Partners, L.P., a Texas limited partnership, on behalf of Parmer Ranch Partners, L.P. NWWCMUD2 Consent Agreement Exhibit G, Page 27 of 71 wit Printed Name- NWWCMUD2 Consent Agreement Exhibit G, Page 28 of 71 Name: Am STATE OF TEXAS By: Nam, Title: Date: NWWCMUD2 Consent Agreement Exhibit G, Page 29 of 71 This instrument was acknowledged before me the day of 201, by , President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code, • Printed Name: My Commission Expires: ATTACHMENT IMfiWSAENT RESOLUTION Page 121 of 187 FIFI91"MW The Land consists of an approximately 454 acre tract of land, being 501.59 acres described Exhibit A-1, save and except a tract of 46.47 acres described on Exhbit A-2. I SWIM# son by ace recor e Pacresso 0 1 Mom '41jo-sc, deed recorded as Document No. 9832179 of the Official Records of Williamson County, Texas, Surveyed on the ground in the month ofAugust 2002, under the supervision of Don H. Bizzell, Registered Professional Land Surveyor, and being more particularly described, as follo BEGINNING at an iron pin found marking the most northerly Northeast corner of the above -referenced 323 acre Stratton tract, said point being on the west line of that certain tract of land, called 17.15 acres, as conveyed to Justin L. hall and wife, Brenda L. Hall, by deed as recorded in Volume 1525, Page ?92, of the Official Records of Williamson County, Texas, being the Southeast corner of that certain tract of land, called 20-30 acres, as described in a Contract of Sale and Purchase between the Veteran's Land Board of Texas and Thomas Edward Ferns, Jr., of record in Volume 593, Page 917, of the Deed Records of Williamson County, Texas, said Contract assigned by Assignment of Contract of Veteran's Land Board Contract of Sale and Purchase to Joseph James Johnson and Sharon Johnson as recorded in Volume 681, Page 250, of the Deed Records of Williamson County, Texas, for the most northerly Northeast corner hereof-, THENCE, along an easterly line of the said 323 acre Stratton tract, South 19 deg 31 minutes East, 375.82 feet to an iron pin found marking the Southwest of the said 17.15 acre Hall tract, being the Northwest corner orthat certain tract of land, called 9.614 acres, as conveyed to Roy A. Hall and wife, Ivan 1. Hall, by deed as recorded in Volume 2109, Page 738, of the Official Records of Williamson County, Texas, South 19 degrees 34 minutes 30 seconds East, 359.64 feet to an iron pin found marking the Southwest corner of the said 9.614 acre Half tract, being the Northwest corner of that certain tract of land, called 8.39 acres, as conveyed to Thane J. Thornton and Kim Thornton by deed recorded in Document No. 2000007259 of the Official Records of Williamson County, Texas, South 20 degrees 03 minutes 30 seconds East, 382.52 feet to a nail found marking the Southwest corner of the said 8.39 acre Thornton tract, being the Northwest corner of that certain tract of land, called 19.52 acres, as conveyed to Dennis Sawyer and wife, Jayne Sawyer, be deed as recorded in Volume 1595, Page 635, of the Official Records of Williamson County, Texas, and South 19 degrees 13 minutes 30 seconds East, 769.46 feet to an iron pin found marking the Southwest corner of the said 19.52 acre Sawyer tract, being an interior corner of the said 323 acre Stratton tract, for an interior corner hereof; from said point fence corner post bears South 80 degrees 54 minutes West, 5.44 feet and North 14 degrees 59 minutes West, 7.23 fed; THENCE North 72 degrees 11 minutes East, 1,093.87 feet to an iron pin found on the west line of that certain tract of land, called 159.22 acres, as conveyed to W. J. Kopecky, Jr., by deed recorded as Document NO. 19"63874 Of the Official records of Williamson County, Texas, marking the Southeast corner of the said 19.52 acre Sawyer tract, being the most easterly Northeast corner of the said 323 acre Stratton tract, for a northeasterly comer hereof; NWWCMUD2 Consent Agreement Exhibit G, Page 31 of 71 I Wu CS feet to an iron pine found on, or near, The south line of the Chas. H. Delaney Survey, Abstract No. 181, and the north line of the Lewis F. Dycbes Survey, Abstract No. 171, marking the southeast corner of the said 323 acre Stratton tract, being the north line of the above referenced 166 213 acre Stratton tract, marking the Southwest corner of the said 68.89 acre Silverstone tract, for an interior corner hereof; THENCE, along, or near, the south line of The said Chas H. Delaney Survey, AbstractNo. 181, and the north line of the said 1&wjs P. Dyches Survey, Abstract No. 171, being the south ]line of the said 68.89 acre Silverstone tract, 7-f Nil MAI hereof-, from the said point a fence corner bears South 81 degrees 03 minutes West, 5.01 feet; THENCE, along the south line of the said 166 2/3 acre Stratton tract, South 70 degrees 34 minutes 30 seconds piv fouvil markinS the Northeast corner of that certain tract of land.. called 33.82 acres, as, conveyed to Mike Nations by deed recorded in Document No, 19"72883 of the Official Records 9( �w ukumiTt— ft:PAT;Tn%ul-ng the most westerlip Northwest corner of the said remainder of the said Youn First Tract, and continuing along the north line of the said 13.82 acre Nations tract, for a total distance of 2,465.13 feet, in all, to an iron pin found and South 63 degrees 46 minutes 30 seconds West, at 166.59 feet pass an iron pin found for a total distance of 166.70 feet, in all, to a point on the cast line of Farm to Market Highway NO. 2338, for the Northwest corner of The said 13.82 acre Nations tract, for the Southwest corner bereo THENCE, along the said east line of F- M. Highway No. 2338, as follows: NORTH 87 degrees 26 minutes West, 884.03 feet to a concrete monument found at tbe beginn;.�,g oi 4 tune io right, (Radius = P92.69 feet, Long Chord bears North t-# 41 minutes West, 1033.?0 feet); THENCE, along the said curve for an arc distance of 1,059.03 feet to a concrete monument found; NWWCMUD2 Consent Agreement Exhibit G, Page 32 of 71 Exhibit A-1, continued THENCE, North 43 degrees 53 minutes 30 seconds West, passing the north line of the said Lewis P. Dycbes Survey, Abstract No. 171 and the south line of said Chas, H. Delaney Survey, Abstract No. 181, being the north line of the said 366 213 acre Stratton tract and the south line of the said 323 Stratton tract for a total distance of 1,889.97 feet, in all, to a concrete monument found at the beginning of a curve to the right, (Radius = 1,870.08 feet, Long Chord bears North 31 degrees 04 minutes 30 seconds West, 826.07 feet); THENCE, along the said curve for an arc distance of 832.94 feet to a concrete rn THENCE, North IS degrees 21 minutes 30 seconds West, 2,306.80 feet to an iron pin set on the north line of said 323 acre Stratton tract, for the Southwest corner of that certain tract of land, called 10.00 acres, as conveyed to Most Reverent Vincent M. Harris in his capacity as Bishop of Austin Diocese and his successors in office by deed recorded in Volume 578, Page 520, of the Deed Records of Williamson County, Texas, for the Northwest corner hereof; THENCE, North 71 degrees 00 minutes East, at 865.10 fee, more or less, pas the Southwest corner of the said 10.00 acre to Most Reverent Vincent M. Harris tract, being the Southwest corner of That certain tract of land, called 50.00 acres, as conveyed to Joseph James Johnson and Sharon Johnson, by deed as recorded in Volume 677, Page 20, of the Deed Records of Williamson County, Texas, being the Southwest corner of the said 50.00 acres 3obnson tract, being the Southwest corner of the said 20.30 acre Johnson tract, for a total distance of 3,045.36 feet, in all, to the PLACE OF BEGINNING and containing 501.59 acres of land. FlLED AND RECORDED OFFICIAL PUBLIC RECORDS 2006057843 0 07/12/2006 09:04 AM PHERBRICH $48.00 NANCY E. RISTER, COUNTY CLERK uILLIAMSON COUNTY, TEXAS SACMU�l WMd Consent Agreement Exhibit G, Page 33 of 71 LEGAL DESCRIPTION PARMER RANCH PARTNERS, L.P. TRACT jOwen Tract) N.11 01 mk W-1. 10901", 44vW."W"S. MR PF Surveyor, and being more particularly described as follows'. I RIFIRSHFIM Wiffil Wil I I MR9191 Q ffil. *W11. PRO MY 'NOW deed as recorded in volume 1763, Page 831, of the Offetal Records of Williamson County� Texas; THENCE, along an eastedy tine of the said 501.59 acre Partner Ranch Partners, LPtract rAWW"W", WNW, W", I'MR01 "iffiql'.10F.; MR. PRISON% W.'N-M. ".AF.F.001 flo%4111 Awaii lj&N1Q'NW:N - 1EAE U Zia W, it all M--M- easterly Northeast comer and Point of 8EGINNING hereof o,P�Ae iso in t�,e leti, line aftne 501.59acre Partner Ranch Partner Circle 6-Y Partners, Ltd. tract bears 8 2156'E, 172.07 Met: south line of the ChasH. Delaney Survey. Abstract No. 181, for a total distance of 257338 fee� in off, to an iron pin W at the beginning of a curve to the let (Radius = 332M00 feet, Long Chord bears S 89* 49* 16- W, 2832-27 fee*: Thence, along the said curve, for an arc distance of 2926.06 faa% in all, to at) iron pin set Thence, S: 64' 3T 1V W. 45126 Net to an Iron pin sek and Z 19' 33'46'W, 136.77 feet to an Iron pin set on the proposed ezrAs line of Farm to Market Highway No. 2338, for an "erior corner hereot THE C Mon the id ad a St I THENCE, along the said east The of Farm to Market H�;� No. 2338, 5 89* 551 45'W. W.08 feet to a disturbed ROW monument found at the beginning of a curve to the right� (Radius = 11 39Z69 fae� Long Chord bears N 6W 19'15'W, 1033 ' 92 feet); Thence, along " said curve For, an arc distance of 105D,27 feet to a disturbed ROW monument found; Thence, N 4T 31'46'W, at 1002 40 feet 'pass an Iron pin found on, or neari the said north line of the Lewis P. Dyches Survey, Abstract No, 171, and the said south Une of the Chas. H Delaney Survey. =c' 4i.- 4r4 181, for a total distance of 1889.38 feet, in elL, to a dWuROW m.u. d at beginning of a curve to the right, (Radius = W010 feet Long Chord beam82eL44 feet); fX -2 -fzt.' to r broken ROW montiment Thenm Wong the seld curve to; zkr, lart distani� found. Th..�.. hi 20- 59! 46- W, 104829 feet loan iron pin found forthe Northwest corner hereof, THENCE, N &8® 07'15- E, 34:66 fear to an iron pin set for the most northerly Northeast corner hereof, THENCE, along the said proposed east the of Farm to Market Hlgivmay No, 2338, S 20' ST 16' E, 54.07 feet to an iron pin set at the beginning of a curve to the kA (Radius - 5925,00 feet Long Chord beam 11 WW4 ' i i , S 26- 05- 16- E, 107422 feet), and along the said curve for an arc distance of 1075.70 feet to an iron pin set for an interior comer hereof-, THENCE, S 70' 35? 15' E. 184.37 feet to an iron pirl set and N 64* 34' 15' E, 487.6a feet to an iron pin set at the beginning of a curve to the right (Radius = 3580.00 feet. Lortg Chord bears N 89* 49' 15' E, 3054,08 feet); Thence, along the Said curve for an arc distance of 3155.21 feet to an iron pin set, Thence, S 64* 56' E, passing the Said south line of the Chas. H. Delaney Survey, Abstract No. 181, and the said north line of the Lewis P, Dyches Survey, Abstract No. 171, for a total distance of 2294.55 feet, in all, to the Place of BEGINNING and containing 415.47 acres of land. STATE OF TEXAS I KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON I 1, Brien F. Peterson, Registered Professional Land Surveyor, do hereby certify that this survey was made on the ground of the property legally described hereon and Is correct, and that there are no apparent discrepancies, conflicts, overlapping of improvements, visible utilldy lines or roads in place, except as shown on the accompanying plat, to the best of my knowledge and belief, To certify which, witri ss my h "d and seat at Georgetown, Williamson County, Texas, this de)•7Z2Le_,2,- 20M, AD. _.Brien F. Peterson Ra] Land surveyor, No. 3967 of Texas STEGEi4-13-1 Z- -a —LL .978 S-A.UIlri Ave IX 7EW26 NWWCMUD2 Consent Agreement Exhibit G, Page 35 of 71 ATTACHMENT 1 to CONSENT RESOLUTION Exhibit A-2, continued R-187GAO' A� W43,45's, C 418"-N ROW IXH, Ak lip :2 5 I ra PROPOSED RIGHT -OP -WAY PBS&J DRAWING* Fencing Perimeter South. 10171' North: 7296' 0 ZIP 6B.89 ACRES XARXi> SiLYB ONE CD l'-- 4 '5L NOM 30,007 ACRES X F FOREST SR And "Tf-I t "aw liRim KATE FOREST Zt s 1763/831 1. RRIAN F. PUMSON, REGISTERED PROFIESSIONAL LAN15 POR11ON OF $URVEYM DO niZ4�EGI (Xioll'Y IMT YHE�Asm PAW THE rORRECTLY REPRESENTS THE PROPERTY AS DETERMNED PARMER RANCH PARTt4tRS,' "L.P.* 1i'A"C'T BY AN ON-714E-C4MISID SURVEY PERFOWE0 UNDER My SUPERVISION AND DIRECTION ON THE 16 th DAY OF CHAS. H. DELANEY SURVEY, ABS No.181 FEBRUARY. 2DOG; AND 15 CORRECT TO `OiE BEST OF MY LEWIS P. DYCHES SURVEY, ABS No.171 .KNOWLEO%E AbqP EF. ,, QU I Note; The tract Is subject to a Rag-, IPM Inc. easement of record in Volume 643, Page 21S Of the Deed Records of WiMiamson County. Texas and 5s 1 to a Blanket casement to Chisholm Trait Water Supply Corp. of record in Volume i leg. page 517. or the OfFelol Records of Williamson County. Texas. I ra PROPOSED RIGHT -OP -WAY PBS&J DRAWING* Fencing Perimeter South. 10171' North: 7296' 0 ZIP 6B.89 ACRES XARXi> SiLYB ONE CD l'-- 4 '5L NOM 30,007 ACRES X F FOREST SR And "Tf-I t "aw liRim KATE FOREST Zt s 1763/831 1. RRIAN F. PUMSON, REGISTERED PROFIESSIONAL LAN15 POR11ON OF $URVEYM DO niZ4�EGI (Xioll'Y IMT YHE�Asm PAW THE rORRECTLY REPRESENTS THE PROPERTY AS DETERMNED PARMER RANCH PARTt4tRS,' "L.P.* 1i'A"C'T BY AN ON-714E-C4MISID SURVEY PERFOWE0 UNDER My SUPERVISION AND DIRECTION ON THE 16 th DAY OF CHAS. H. DELANEY SURVEY, ABS No.181 FEBRUARY. 2DOG; AND 15 CORRECT TO `OiE BEST OF MY LEWIS P. DYCHES SURVEY, ABS No.171 .KNOWLEO%E AbqP EF. ,, QU I S00 ar sa 8,& F. Nk. Fl,.d FO:L— L� S..,. Wb 3967 Parmer Ranch Partners, L.P Tract Chas. H. Delaney Survey Abstract No. a a , Lewis P Dyches Survey Abstract No. 171 Williamson CountyTexas Parmer Ranch M.U.D. No. I a Parmer Ranch M.U.D.No. 2 ggpig�� SaMaB R- tea ka vf;g ,rm too S00 ar sa 8,& F. Nk. Fl,.d FO:L— L� S..,. Wb 3967 Parmer Ranch Partners, L.P Tract Chas. H. Delaney Survey Abstract No. a a , Lewis P Dyches Survey Abstract No. 171 Williamson CountyTexas Parmer Ranch M.U.D. No. I a Parmer Ranch M.U.D.No. 2 ggpig�� SaMaB tea ka vf;g ,rm STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS UTILITY ACCESS EASEMENT AGREEMENT (this "Agreement") is made and entered into as of the _ day of 1 29_, by and between , each an individual (collectively, "Grantor") and CITY OF GEORGETOWN, a Texas home - rule municipal corporation, whose address is P.O. Box 409, Georgetown, Texas 78627, Attw as the "Parties"), for the consideration and purposes set forth herein. WHEREAS, Grantor is the owner of that certain tract of real property more particularly described on Exhibit "A" attached hereto ("Property"); WHEREAS, Grantor has granted a wastewater easement to Grantee, which is recorded as Document No. in the Official Public Records of Williamson County, Texas (the "Wastewater Easement"); WHEREAS, Grantee intends to accept the dedication of and the responsibility for & �—L'Zue2l �'-41)=Mhah are to be constructed within the Wastewater Easement by a Texas eandin connection with its development of adjacent real pro• - a r WHEREAS, Grantee desires to obtain from Grantor and Grantor has agreed to provide to U7 UI UFAILTI r I U?,CI LJ III UIC a-T1d_1Tf4TU-PM1Cz12J_ ly tusul I Its 011 ZX111011 D auacncu riercto (the "Access Easement Area"). NOW, THEREFORE, in consideration of the premises and other good and valuable of •,. Grant of Access Easement. Grantor hereby grants to Grantee and its successors and assigns a non-exclusive vehicular and pedestrian access easement (the "Access Easement") over. on. and across the Access Easement Area. for ose o itiding ingress--tgress lip and access to and from the Wastewater Easement in order for 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 may obtain or be provided with access to and from the Wastewater Easement via a public road ("Alternate Access"), the Access Easement may be used by Grantee and its employees, independent contractors 'consultants, tenants, agents, licensees and invitees for the purpose set forth above, The Access Easement shall automatically terminate when, and if, Grantee obtains or is provided with such Alternate Access, and the Parties shall 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 any responsibility or liability for the maintenance or repair of the Access Easement Area; provided however. that Grantor shall be liable -for any daina_-.c to the imyroved access roadway—witbRn-t-h-e- Access Easement Area if caused by Grantor. 3. Improvements. Grantee shall have the right, in Grantee*s sole discretion, to remove trees NWWCMUD2 Consent Agreement Exhibit G, Page 40 of 71 ATTACHMENT 1 to CONSENT RESOLUTION Page 131 of 187 the Access Easement Area for the purposes herein intended, and to make those improvements to the Access Easement 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 improvements or utilities, and the granting of other easements to third parties); provided such other uses or purposes do not unreasonably interfere with or prevent Grantee's use of the Access Easement Area for the purposes herein stipulated. 4. Interruption of Access. Grantee acknowledges that Grantor may have cattle or other livestock on Grantor's Property and therefore certain fences, gates, or other barriers may exist (or may be installed by Grantor, in Grantor's discretion) which restrict access across all or a portion of the Access Easement Area. Grantee shall provide Grantor with reasonable advance notice (which notice may be oral) prior to Grantee entering upon the Access Easement Area so that Grantor may unlock any such fences, gates or barriers, or accompany Grantee onto the Access Easement Area. 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 Easement Area may be temporarily interrupted: (a) during construction, maintenance and repair of parking areas, driveways, landscaping, sidewalks, pedestrian ways and other improvements and facilities existing from time to time on or within the Access Easement Area, (b) during an emergency, or (C) in order to avoid the possibility of dedicating the same for public use or creating prescriptive rights therein, and in such event, Grantor shall provide to Grantee, prior written notice of such interruption and reasonable alternate access to and from the Wastewater Easement during the entire period of such temporary interruption. Notwithstanding the foregoing, if such temporary interruption is due to an 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. Right to Relocate Access Easement Area, At any time or from time to time, and subject to Grantee's prior written approval, which approval shall not be unreasonably withheld, Grantor may relocate the Access Easement Area to any other area of Grantor's Property, so long as such relocation continues to provide Grantee uninterrupted access (subject to paragraph 4 above) to the Wastewater Easement along an access road constructed in accordance with the terms of this Agreement and the specifications shown on Exhibit "C". In the event of any such relocation of the Access Easement Area (or any portion thereof) under this Section 5, the Parties shall execute a recordable amendment to this Agreement effectuating the relocation of the Access Easement Area. 6. Miscellaneous. a. Entire Agreement. Notwithstanding any terms, provisions or conditions of any other documents or instruments to the contrary, this Agreement constitutes the entire agreement among the Parties hereto as to the subject matter hereof, and the Parties do not rely upon any statement, promise or representation not herein expressed. b. Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by an agreement in writing signed by the Parties hereto. C. Governing Law, This Agreement shall be deemed to be a contract under 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. Counterparts. To facilitate execution, this Agreement may be executed in any number of counterparts as may be convenient or necessary, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof. e. Binding on Assigns. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns and shall be deemed to be a covenant running with the land. f. No Partnership. Nothing contained herein shall be construed to create a partnership between or among the Parties, nor shall it cause them to be considered joint venturers NWWCMUD2 Consent Agreement Exhibit G, Page 41 of 71 or members of any joint enterprise. In addition, this Agreement is not intended to create any third party beneficiary except as otherwise provided. 9. Notice . Any notice hereunder must be in writing, and shall be effective when deposited in the United States Mail, Certified (Return Receipt Requested), or with a recognized overnight courier service, addressed to the parties as set forth below (or as may be designated from time to time as i rovided in this Section 6. W1 or when actualiv received bv the Darty to be �m I I I 1-M MAN 191111 [Or I I FAIN I I I 111 W44 I I IN I I I I I U21 1111114 11 It," MIT I To Grantee: City of Georgetown P.O. Box 409 Georgetown, Texas 78627 Attn: Systems Engineering Director Telephone: 512-931-7672 Exhibit"A" — Description of Grantor's Property Exhibit"B" — Description of Access Easement Area Exhibit "C" — Road Specifications NWWCMUD2 Consent Agreement Exhibit G, Page 42 of 71 ATTACHMENT 1 to CONSENT RESOLUTION Page 133 of 187 EXECUTED to be effective as of the date first written above. GRANTOR: STATE OF TEXAS § COUNTY OF WILLIAMSON § Individually This instrument was acknowledged before me on this the _ day of 1 20—, by individually. Notary Public, State of Texas NV,/WCMUD2 Consent Agreement Exhibit G, Page 43 of 71 GRANTEE (CITY): Name By: Printed Name: Title: ATTEST: By: City Secretary APPROVED AS TO FORM: By: City Attomey STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the — day of 20_ by Notary Public, State of Texas NWWCMUD2 Consent Agreement Exhibit G, Page 44 of 71 ATTACHMENT 1 to CONSENT RESOLUTION Page 135 of 187 Consent and Subordination by Lienholder I of [address] ("Lienholder"), as the holder of [a] lien[s] on the Property subject to the Easement, consents to the above grant of an Easement, including the terms and conditions of the grant, and Lienholder subordinates its lien[s] to the rights and interests of Grantee, so that a foreclosure of the lien[s] will not extinguish the rights and interests of Grantee. Ea t e STATE OF § COUNTY OF § This instrument was acknowledged before me on this the ® day of 20_ by —of . a on behalf of said Notary Public, State of NWWCMUD2 Consent Agreement Exhibit G, Page 45 of 71 Georgetown P.O. Box 409 Is r...'.. l.0' • • i mum�! ly 0, .y^ y I NWWCMUD2 Consent Agreement Exhibit G, Page 47 of 71 �` i t iWATRammmalsyn 1I1i1�a i.- - t .►- �« ATTACHMENT 1 to CONSENT RESOLUTION EXHIBIT "C" Road Specifications C-° -."'M' UUMMALU Z�VDUINAUC COMPACTED FLEXIBLE BASE NOTE: ALL WEATHER DRIVING SURFACES SHALL BE CAPABLE OF SUPPORTING A DESIGN WHEEL LOAD OF 16,000 LB (H-20 LOADING) IN ORDER TO SUPPORT A GROSS VEHICLE WEIGHT or 80,000 LB. The ArdlitCCIIE?igineer assumes responsibility for• appropriate use of this standard. CITY OF GEORGETOWN CONSTRUCTION STANDARDS AND DETAILS ACCESS ROAD SD43 NWWCMUD2 Consent Agreement Exhibit G, Page 49 of 71 WASTEWATER EASEMENT STATE OF TEXAS § COUNTY OF WILLIAMSON § This Agreement (this "Agreement") is made on the day of 20_ at Georgetown, Texas, between a whose address is (hereinafter referred to as "Grantor"), and the City of Georgetown, a Texas home -rule municipal corporation, whose address is P.O. Ftox 409 Georgetown, Texas 78627, ATTN: Georgetown City Secretary (herein referred to Ts "Grantee"). L For the •oo and valuable consideration described in Paragraph 2 below, rantor hereby GRANTS, SELLS and CONVEYS to Grantee, its successors and assigns, a non-exclusive one hundred ti •s' • casement and right-of-way (the "Easement") for the placement, construction, operation, repair, maintenance, replacement, upgrade, rebuilding, relocation and/or • • utility lines and related facilities for sanitary sewer service (collectively, the "Facilities") on, over, under, and • the following described property ♦ the Grantor, to wit: the "Property"). 2. The Easement and the rights and privileges herein conveyed, are granted • and in consideration of the sum of One and No/1 00 Dollars ($1 .00) and other good and valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency of which is hereby acknowledged and • 3, The Easement, with its rights and privileges, shall be used ♦ for the purpose of placing, constructing, operating, repairing, maintaining, rebuilding, replacing, upgrading, relocating, and/or removing the Facilities. 4. The duration of the Easement is perpetual. f,. The Easement, and the rights and privileges granted by this Agreement, are EXCLUSIVE to Grantee, and Grantee's successors and assigns, and Grantor covenants that Grantor shall not • any other easement, license, or conflicting right to use in any manner, the area (or any portion thereof) covered by this grant. 7. This Agreement contains the entire agreement between the parties relating to M subject matter. Any oral representations or modifications concerning this Agreeme shall be of no force and effect. Any subsequent amendment or modification must in writing and agreed to by all parties. I 8. The terms of this Agreement shall be binding upon urantor, and Grantor's heirs, personal representatives, successors, and assigns; shall bind 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. IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this day of 20—. NWWCMUD2 Consent Agreement Exhibit G, Page 50 of 71 ATTACHMENT 1 to CONSENT RESOLUTION Page 141 of 187 i;TATE OF TEXAS § COUNTY OF WILLIAMSON § Printed N This instrument was acknowledged before me on this the ® day of , 20_, by Notary Public, State of Texas 0 City Attorney AFTER RECORDING, RETURN TO GRANTEE: Georgetown City Secretary P.O. Box 409 Georgetown, Texas 78627 NWWCMUD2 Consent Agreement Exhibit G, Page 51 of 71 Consent and Subordination by Lienholder , of (address] ("Lienholdee'), as the holder • [a] lien[s] • the Property subject to the Easement, consents to the above rant • an Easeme_nt, includin- the terms and conditions • the g—rant, and Lienholder subordinates its lien[s] to the fights and interests of Grantee, so that a foreclosure • the lien[s] will not extinguish the rights and interests • Grantee. [Name of Lienholder] STATE OF § COUNTY OF § This instrument was acknowledged before me on this the _ day of 20—, by of , a on behalf of said NWWCMUD2 Consent Agreement Exhibit G, Page 52 of 71 Description of Grantor's Property N\NWCMUD2 Consent Agreement Exhibit G, Page 53 of 71 F.11 r1,111121A1% I'Fai;weleal&?: 1i,uw;' oltomL .4 _•_iiF 1W.'all 3llI1Y.3Y Description of Access Easement Area NWWCMUQ2Consent Agreement Exhibit G, Page 54 of 71 STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF WILLIAMSON § This Temporary Access and Construction Easement Agreement (this "Agreement") made by and between each an 'individual (hereinaft referred to collectively as "Owner"); and Eflosofffiffl, "City"). A. Developer is developing property located in Williamson County, Texas and mo particularly depicted on Exhibit A attached hereto (the "Parmer Ranch Property"). I B. Owner owns property located in Williamson County, Texas more particularly depicted on Exhibit B attached hereto ("Owners' Property"). C. Owner has granted a wastewater easement to the City, which is recorded as Document No. in the Official Public Records of Williamson County, Texas (the "Wastewater Easement") connection with its development of the Parmer Ranch Property, Developer is constructing or •causig to be constructed (the "Construction") a public wastewater line Interceptor") for the benefit of the City within the Wastewater Easement. complete the Construction and obtain access to the Wastewater Easement, Developer and the City require access to that certain twenty-five foot (25) wide portion of the Owners' Property identified on Exhibit C attached hereto and made a part hereol (the "Easement Area"). F. To facilitate construction of the Interceptnr, 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. 129W11 "111111111 1� I 111;11111� " 1 9.9,9,9, Igg !RP . NWWCMUD2 Consent Agreement Exhibit G, Page 55 of 71 ramr-mink"I # wsgk�� the 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: 1. Subject to all of the terms and conditions hereof, Owner hereby grants to Developer and to the City a temporary easement for (i) vehicular and pedestrian access over and across the Easement Area for purposes of accessing the Wastewater Easement and for the staging of equipment and materials to be used in the Construction, and (ii) the use of the Easement Area to perform and complete that portion of the Construction to be performed withmi the Easement Area (collectively, the "Easement"). TO HAVE AND TO HOLD the Easement unto Developer and City and their successors and assigns, on and subject to the terms, conditions and exceptions set forth herein, and Owner does hereby bind itself, its successors andassigns, to warrant and •forever defend all and singular said Easement unto Developer and City against every person whomsoever lawfully claiming or to claim the same or any part thereof. 2. Developer and City may only utilize the Easement Area for the purpose of undertaking and completing the Construction, and all other reasonable uses directly related thereto, all of which shall be undertaken and completed at no expense to or liability for Owner. All work performed on the Easement Area shall be performed in a good and workmanlike manner and in accordance with the plans for the Construction approved by City of Georgetown, Texas. Owner acknowledges that portions of the Construction performed within the Easement Area shall require use of heavy vehicles and machinery. 3. The Easement shall be non-exclusive. Developer and City acknowledge that Owner shall have the right to enter 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 force and effect commencing on the date hereof and continuing until the completion of Construction and acceptance of the Interceptor by the City subject, however, to all of the terms and conditions hereof. Notwithstanding any of the foregoing to the contrary, Developer and NWVVCMUD2 Consent Agreement Exhibit G, Page 56 of 71 City may remain on the Owners' Property for up to sixty (60) days after the date that the Interceptor has been accepted by the City solely for the purposes of conducting non-invasive Construction completion activities, including, without limitation, inspections, planting grass, erecting or removing erosion control devices or tree protection devices, minor landscape restoration and fence repair, all of which shall be performed promptly and diligently by Developer and City. 5. Developer and City shall have the right to remove trees and other obstructions and clear brush in the Easement Area to the extent needed to provide access for equipment and materials necessary for the Construction. 6. Owner agrees, at no cost or liability to Owner, to reasonably and timely cooperate with Developer and City in obtaining any required permits or other approvals from Williamson County or any other governmental entity which may be necessary to person and complete the Construction. 7. The Construction shall be performed such that no liens shall attach to the Property as a result of the Construction. 8. The Easement hereby granted is expressly made subject to any and all easements, covenants, rights-of-way, conditions and restrictions relating to the Easement Area to the extent, and only to the extent, that the same are shown of record in the Official Public Records of Williamson County, Texas. 9. The contact 'information for Owner, Developer, and the City for purposes of notice and any other purpose hereunder, is as follows: Parmer Ranch Partners, L.P. 4718 Mill Creek Dallas, TX 75244 USA Attn: Joe R. Owen With a copy to: NWWCMUD2 Consent Agreement Exhibit G, Page 57 of 71 Owen Holdings Inc. 13760 •- Road, Suite 102 Dallas TX 75240 Attn- Joe R. Owen, Preside] City of Georgetown P. Q. Box 409 Georgetown, Texas 78627 Attn: City Manager and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Manager 10. This Agreement shall run with the land and shall be binding upon the parties hereto, their respective heirs, administrators, personal representatives, successors and assigns. [SIGNATURE PAGES FOLLOW] Exhibit "A" – Parmer Ranch Property Exhibit "B" – Owners' Property Exhibit "C" – Easement Area EXECUTED this the day of .20—. M111 I I "M Printed Name: ATTEST: By: City Secretary APPROVED AS TO FORM: By: City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the ® day of 20, by Notary Public, State of Texas NWWCMUD2 Consent Agreement Exhibit G, Page 59 of 71 By: Printed Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the day of 20by Notary Public, State of Texas t . - .1 0 By: Printed Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on this the ® day of 20_, by RJ P.O. Box 409 Georgetown, Texas 78621 Notary Public, State of Texas NWWCMUD2 Consent Agreement Exhibit G, Page 61 of 71 of 'addres' ("Lienholder"), as the holder of [a] lien[s] on the Property subject to the Ease.en consents to the above grant of an Easement, including the terms and conditions of t grant, and Lienholder subordinates its lien[s] to the rights and interests of Grantee, s that a foreclosure of the lien[s] will not extinguish the rights and *interests of Grantee. I STATE OF § COUNTYOF § This instrument was acknowledged before me on this the day of 20__, by of a on behalf of said Notary Public, State of NWWCMUD2 Consent Agreement Exhibit G, Page 62 ofm NWWCMUD2 Consent Agreement Exhibit G, Page 63 of 71 mmgau�r' :'.. • • •JL9• - f NWWCMUD2 Consent Agreement Exhibit G, Page 65 -of 71 ATTACHMENT 1 to CONSENT RESOLUTION Page 156 of 187 EXHIBIT F I. INSURANCE ZEQUIREMENTS FOR INTERCEPTOR CONTRACTOR' shall purchase and maintain insurance in the types and amounts indicated below for the duration of the Agreement (unless a longer duration is specified), which shall include items owned by or to be transferred to the City of Georgetown, Texas ("OWNER") in the care, custody and control of CONTRACTOR prior to and during the term of the Contraet2 and all warranty periods. Failure to purchase and maintain the required insurance shall be grounds for Termination of the Agreement 3 or Suspension of the Work by OWNER. Except for the Worker's Compensation policy, the other insurance policies required by the Agreement to be obtained by CONTRACTOR must state tb t OW volunteers are added as additional insureds with regard to operations and activities by or on behalf of the named insureds performed under contract with OWNER. The additional insured status must cover completed operations as well, and the policy covering completed work must remain in effect until the expiration of the statue of `•b: 2. CONTRACTOR must complete and 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 OWNER shall not relieve or decrease the liability of CONTRACTOR hereunder and shall not be construed to be a limitation of liability on the part of CONTRACTOR. CONTRACTOR must also complete and forward the required Certificates of Insurance to OWNER whenever a previously identified policy period has expired as verification of • coverage. 3. Contractor's insurance coverage is to be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of B+VII or better, except for hazardous material insurance which shall be written by companies with A.M. Best ratings of A- or better. 4. All endorsements naming the OWNER as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall indicate- City of Georgetown, 113 E. 8'h Street, Georgetown, Texas 78626, ATTN: Contract Manager. 5. The "othee' insurance clause shall not apply to the OWNER where the OWNER is an additional insured shown on any policy. It is agreed that the CONTRACTOR's insurance shall be considered primary with respect to any insurance or self-insurance carried by OV,[NER. The CONTRACTOR'S insurance shall apply separately to each insured against whom a claim is made and/or lawsuits brought, except with respect to the limits of insurer's liability. C If insurance policies are not written for amounts specified below, CONTRACTOR shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. slyj I in gww- I I Lit Nuffels-'r-df 1 ' CONTRACTOR means the Contractor retained by Owner or District to construct the Interceptor. L�4!W%48-�-h-,tahs flan-,tomm CONTRACTOR as the party of the second part. 'Agreement means the Wastewater Services Agreement among City, Owner, and District. N,WWCMUD2 Consent Agreement Exhibit G, Page 66 of 71 or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. OWNER reserves the right to review the insurance requirements set forth during the effective period of the Agreement and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by OWNER based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as CONTRACTOR. 9. CONTRACTOR shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Agreement or as required in the Agreement. 10. CONTRACTOR shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. 11. The policies must contain the following language: "This policy shall not be cancelled, materially changed, or not renewed until after thirty (30) days prior written notice has been given to OWNER." In addition, CONTRACTOR shall provide OWNER thirty (30) days written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicted within the Agreement. 12. If OWNER -owned property is being transported or stored off -Site by CONTRACTOR, then the appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect OWNER's property. 13. The insurance coverages required under this contract are required minimums and are not intended to limit the responsibility or liability of CONTRACTOR. 14. Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work 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 shown above. As an alternative, the CONTRACTOR may include its Subcontractors as additional insureds on its own coverage as prescribed under these requirements. The CONTRACTOR's certificate of insurance shall note in such event that the Subcontractors are included as additional insureds and that CONTRACTOR agrees to provide Workers' Compensation for the Subcontractors and their employees. The CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor in order to assure compliance with the insurance requirements. The CONTRACTOR must retain the certificates of insurance for the duration of the Agreement plus five (5) years and shall have the responsibility of enforcing these insurance requirements among its subcontractors. 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 amount not less than $1,000,000 combined single limit per accident for bodily injury and property damage. The policy shall contain the following endorsements in favor of OWNER: NWWCMUD2 Consent Agreement Exhibit G, Page 67 of 71 0 30 day Notice of Cancellation endorsement TE 0202A; and 0 Additional Insured endorsement TE 9901 B. * Provide coverage in the following types and amounts: a A minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. No aggregate shall be permitted for this type of coverage. M • • C. Workers' Compensation and Employers' Liability Insurance. Coverage shall be consistent wi statutory bene its outlined in the Texas orkers' Compensation Act (Section CONTRACTOR shall assure compliance with this Statute by submitting two (2) copies of standard certificate of coverage (e.g. ACCORD form) to Owner's Representative for every pers providing services on the Project as acceptable proof of coverage, The required Certificate • Insurance must be presented as evidence of coverage for CONTRACTOR. Worker Compensation Insurance coverage written by the Texas Workers Compensation Fund acceptable to OWNER. CONTRACTOR's policy shall apply to the State of Texas and inclu these endorsements in favor of OWNER: 0 30 day Notice of Cancellation, form WC 420601. The minimum policy limits for Employers' Liability Insurance coverage shall be the minimum amounts required to meet the statutory requirements of Texas Labor Code, Section 401.011(44), or the following, whichever is greater: • $1,000,000 bodily injury per accident, and • $1,000,000 bodily injury by disease policy limit; and • $1,000,000 bodily injury by disease each employee; and • $1,000,000 Employer's Liability. 1 11 1 - , 11 i 1 111, 1 �!11�11 11 I Z I 2�1 D Commercial General Liability Insurance. The Policy shall contain the following provisions (to the extent available): Blanket contractual liability coverage for liability and indemnifications assumed under th* Agreement and all contracts relative to this Project. • Completed Operations/Products Liability until the end the statute of repose period. • Explosion, Collapse and Vnderground (X, C & U) coverage. ME= a OWNER listed as an additional insured, endorsement CG 2010. ® 30 day notice of cancellation in favor of OWNER, endorsement CG 0205. Waiver of Transfer of Recovery Against Others in favor of OWNER, endorsement CG 2404 fully insuring CONTRACTOR'S or Subcontractor's liability for bodily injury and property damages with a combined bodily injury (including death) and property damage minimum limit of. $2,000,000 general aggregate 3 .3 = •I �--- � Coverage shall be on an "occurrence" basis. E. Intentionally omitted. F. Umbrella Liability Insurance. The CONTRACTOR shall obtain, pay for, and maintain Umbrella liability insurance during the contract term, insuring the CONTRACTOR (or subcontractor) for an amount not less than $ 1,000,000 that provides coverage at least as broad and applies in excess of and follows the form of the primary liability coverages required hereunder. The policy shall provide "drop down" coverage where underlying primary insurance coverages limits are insufficient or exhausted. G. Intentionally omitted. A. General. Bonds, when required by the Agreement or by Chapter 2253 of the Texas Government Code, shall be executed on forms furnished by or acceptable to OWNER. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. 2. If the surety on any bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent 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 (10) days thereafter substitute another bond and surety, both of which must be acceptable to OWNER. 3. When Performance Bonds and/or Payment Bonds are required, each shall be issued in an amount of one hundred percent (100%) of the estimated construction cost of the Interceptor as security for the faithful performance and/or payment of all CONTRACTOR's obligations under the Agreement. Performance Bonds and Paym�.lit Ponds Ahall be issued by a solvent surety company authorized to do business in the State of Texas, and shall meet any other requirements established by law or by OWNER pursuant to applicable law. Any surety duly authorized to do business in Texas may write Performance and Payment Bonds on a project without reinsurance to the limit of 10 percent of its capital and surplus. Such a surety must reinsure any obligations over 10 percent. NVVWCMUD2 Consent Agreement Exhibit G, Page 69 of 71 If the estimated • • • the Interceptor exceeds $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set • by OWNER. The Performance Bond shall be effective for the term of the Agreement and through all warranty period(s). 2. If the estimated • • • the Interceptor exceeds $25,000 • is less than or • to $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the • set • by OWNER, unless the original estimated time for completion of construction is 60 Calendar Days or less, in which case CONTRACTOR can agree to the following terms and conditions for payment in lieu of providing a Performance Bond: no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER,- CONTRACTOR shall be entitled to receive • • the estimated cost • construction • the Interceptor following Final Completion, and the remaining 5% of the • Amount following the • year warranty period. 3. If the estimated • • • the Interceptor is less than • equal to $25,000, CONTRACTOR will not be required to furnish a Performance Bond. 4. If a Performance Bond is required to be furnished, it shall extend for the two year warranty period, or longer if the warranty periods are longer. C Payment Bond, 1. If the estimated cost of constructing the Interceptor exceeds $25,000, CONTRACTOR shall furnish O with a Payment Bond in the form set out by OWNER. 2. If the estimated cost of constructing the Interceptor is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Payment Bond; provided that no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER. D. Power of Attorney. Each bond shall be accompanied by a valid Power of Attorney (issued by the surety company and attached, signed and sealed with the corporate embossed seal, to the bond) authorizing the attorney in fact who signs the bond to commit the company to the terms of the bond, and stating any limit in the amount for which the attorney can issue a single bond. E. Bond Indemnification. The process of requiring and accepting bonds and making claims thereunder shall be conducted in compliance with Tex. Gov't Code, Chapter 2253. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORMANCE BOND IS NOT HONORED BY THE SURETY, THE CONTRACTOR SHALL FULLY INDEMNIFY AND HOLD THE OWNER HARMLESS OF AND FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS ASA RESULT. F. Furnishing Bond Information. OWNER shall furnish certified copies of the payment bond and the related Agreement to any qualified person seeking copies who complies with Tex. Gov't Code, §2253.026. 'G. Claims .on Payment Bonds. Claims on payment bonds nuist- be sent directly to the CONTRACTOR and his surety in accordance with Tex. Gov't Code § 2253.041. All Payment Bond claimants 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 and/or his surety. The OWNER is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee. H. Payment Claims when Payment Bond not Required. The rights of Subcontractors regarding payment are governed by Tex. Prop. Code, §§53.231 — 53.239 when the estimated cost of constructing the Interceptor is less than $25,000.00. These provisions set out the requirements for filing a valid lien on funds unpaid to the CONTRACTOR as of the time of filing the claim, actions necessary to release the lien and satisfaction of such claim. I. Minimum Standards for Sureties. Sureties shall be listed on the US Department of the Treasury's Listing Approved Sureties stating companies holding Certificates of Authority as acceptable sureties on Federal Bonds and acceptable reinsuring companies (Department Circular 570). NWWCMUD2 Consent Agreement Exhibit G, Page 71 of 71 Tull EXHIBIT H Strategic Partnership Agreement `,TRATEGIC PARTNERSHIP AGREEMENT BETWEEN THE CITY OF GEORGETOWN, TEXAS AND NORTHWEST WILLIAMSON COUNTY MUD This Strategic Partnership Agreement (this "Apreemen ") is entered into by and between the City of Georgetown, Texas (the "City"), and Northwest Williamson County Munici r. Utility District No. 2 (the "District"). i V11:11141101 1 11-4 WHEREAS, the City is a home -rule municipal corporation created and existing under the laws of the State of Texas and situated in Williamson County, Texas; and WHEREAS, the District is a municipal utility district created under and subject to the Consent Agreement with the City, and Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, as amended; and WHEREAS, the District encompasses approximately 454 acres, more or less, located within the extraterritorial jurisdiction of the City as depicted as Exhibit A and more fully described on Exhibit B attached to this Agreement (the "Land"); and WHEREAS, the City, Pan-ner Ranch Partners, L.P., a Texas limited partnership (the "Owner"), and the District are parties to that certain Consent Agreement pertaining to the creation of the District on the Land (the "Consent Agreement"), the Wastewater Services Agreement, and the Partial Assignment of Receivables Agreement, all approved by the City Council on , 2015 and filed of record in the Official Records of Williamson County and all of which are referred to collectively herein as the "Related Agreements-" and WHEREAS, the City and the District are sometimes individually referred to as a "Pjay" and collectively as the "Parties; and WHEREAS, Section 43.0751 of the Texas Local Government Code authorizes the City and the District to negotiate and enter into this Agreement; and WHEREAS, certain areas within the Land may be developed for commercial uses; and WHEREAS, pursuant to the Consent Agreement and Sections 43.0751(f)(6) and (g) of the Texas Local Government Code, effective on the Full Purpose Annexation Conversion Date (defined herein), the Parties intend that the JD-Istfici scall convert into the Limited District (defined he*reiti')'- and continue in existence after the City's full purpose annexation of the Land for the purpose of allowing Limited District to continue to perfortri some of the functions previously performed by the District all as specified herein; and NVVWCMUD2 Consent Agreement Exhibit H, Page 1 of 14 NWWCMUD2 Consent Agreement Exhibit H, Page 2 of 14 ONEESWIFAW'1111�111 I wi * 3102�� I E 1 11 � 110 10 0� 011 Lp] a NOW THEREFORE, 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 acknowledged, the City and the District agree as follows - ARTICLE 11 UFFECT OF RECITALS; PURPOSE OF AGREEMENT; ADOPTION OF AGREEMENT 2.01 Recitals. The recitals set forth above are true and correct and are incorporated herein and made a part hereof for all purposes. 2.02 Purpose. The purpose of this Agreement is to define and clarify, throu-M. I contractual ageement'. the terms and conditions of annexation bw, the CiIpA of the Land for limit,41 purposes on the Effective Date, annexation of the Land for full purposes, and the relationsb between the City and the Limited District upon conversion of the District to the Limited Distri at the time full purpose annexation of the District is completed, all in accordance with Secti 43.0751 of the Local Government Code. I 2.03 Public Hearings. The Parties acknowledge and agree that prior to the execution this Agreement, the Board and the City Council conducted public hearings to consider t adoption of this Agreement and that such hearings were noticed and conducted in accordan with all applicable laws. 2.04 Effective Date. The effective date of this Agreement is the date this Agreement is approved and adopted by the City Council (the "Effective Date"). 2.05 Filing in PropejV Records. This Agreement shall be filed in the Real Property Records of Williamson County, Texas. ARTICLE III ADOPTION OF AGREEMENT AND CONSENT TO IMMEDIATE LIMITED PURPOSE ANNEXATION OF THE LA D 3.01 Consent to Limited PuWose Annexation. THE DISTRICT ON BEHALF OF ITSELF AND ALL PRESENT AND FUTURE OWNERS OF PROPERTY WITHIN THE LAND, HEREBY REQUESTS THAT THE CITY ANNEX THE LAND FOR THE LIMITED PURPOSES AS PROVIDED IN THIS AGREEMENT. THE DISTRICT CONSENTS TO SUCH LIMITED PURPOSE ANNEXATION AND TO THE COLLECTION OF SALES AND USE TAX REVENUES BY THE CITY WITHIN THE LAND. SUCH CONSENT SHALL BIND THE DISTRICT AND EACH OWNER AND FUTURE OWNER OF PROPERTY WITHIN THE LAND. 3.02 Limited Purpose Annexation of the Land. The City Council hereby annexes the Land for the limited purpose of collecting all sales and use taxes authorized by Chapter 321 of the Texas Tax Code (the "Tax Code"), including but not limited to the Sales and Use Tax Revenues, to be imposed by the City on sales consummated within the Land. The District acknowledges and agrees that no further notices, hearings, or other procedures shall be required NWWCMUD2 Consent Agreement Exhibit H, Page 3 of 14 I I I IN 11111 1,� 11, 11111 , 1111 11 � to effectuate such limited purpose annexation. In addition, the City shall have the authority, during the period of limited purpose annexation, to: require compliance with the terms of this Agreement and the Related Agreements; control and regulate the use of property and density of structures consistent with the Related Agreements; adopt all reasonable regulations pertaining to health and safety as provided by law and require compliance with such regulations; and collect Sales and Use Tax Revenues as provided in Section 43.0751(k) of the Texas Local Government Code. - PMMV'MMW41 a a• I Except as otherwise provided in the Related Agreements, the Parties acknowledge and agree that the limited purpose annexation of the Land pursuant to this Agreement shall not obligate the City to provide any municipal services to the Land, and further agree that the Sales and Use Taxes Revenues derived from the Land may be used by the City for any lawful purpose in any geographic portion of the City or otherwise, as pen-nitted by law and subject to the provisions of Section 4.03 of this Agreement. (b) District. The Parties acknowledge and agree that during the limited purpose annexation period, the District shall continue to perform its duties as set forth in the Related Agreements, including but not limited to construction, maintenance, operation, repairs and replacement of parks, recreation and open space facilities, trails and other related improvements, and facilities for drainage, prevention of erosion, and for any other facilities or services as set forth in the Related Agreements, and only under the same terms and conditions in effect under the Related Agreements. ARTICLE IV TAXATION DURING LIMITED PURPOSE ANNEXATION PERIOD 4.01 Property Taxation During Limited Purpose Annexation. The District and the City agree that upon and after the Effective Date of this Agreement the District may continue to levy and collect its property tax on all assessed valuation within the District boundaries and the City shall not levy and collect ad valorem taxes on property in the District until the time that the City elects to annex the Land for full purposes (the "Full Purpose Annexation Conversion Date" as defined herein). The District and the City agree to cooperate to adjust their property tax rates per $100 of assessed valuation such that, upon the Full Purpose Annexation Conversion Date (defined herein), the District's property tax rate per $100 assessed valuation in effect on December 31 of the year prior to the year that the City elects to annex the Land for full purposes will approximate the Citysj tax -rate per $100 assessed valuation. 'n effec-, --)n D: -- 31 of the year prior to the year that the City elects to annex the Land for full purposes. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, the District and the City understand that the City's power to levy taxes to pay the principal of and interest on any City obligations, and the District's power to levy taxes to pay the principal of and interest on Bonds up to the Bond Limit Amount (as defined in the Consent Agreement) will be NWWCMUD2 Consent Agreement Exhibit H, Page 4 of 14 unlimited as to rate and amount as necessary to make their respective payments on their outstanding obligations. 4.02 Collection of Sales and Use Tax Revenues. The City may impose sales and u taxes, including but not limited to the general sales tax, Type A and Type B Sales Tax, to maintenance sales tax, and sales tax for the purposes of property tax reduction, within the La pursuant to Section 43.0751 (k) of the Texas Local Government Code. The sales and use tax may be imposed on all eligible commercial activities at the rate allowed under the Tax Cod Collection of Sales and Use Tax Revenues shall take effect on the date described in Secti 321.102 of the Tax Code. 4.03 Pqyment of Portion of Sales and Use Tax Revenues. Except as otherwise stated below, the City shall pay to the District an amount equal to twenty percent (20%) of the general one -percent (1%) 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 Tax, the street maintenance sales tax, the property tax reduction sales tax, or any other sales and use tax collected within the Land (the "District Share"), commencing upon the effective date of the limited purpose annexation of the Land and terminating upon the full -purpose annexation or disannexation of the Land. The City shall pay the District Share within thirty (30) days after the City receives the sales tax report reflecting such revenues from the Comptroller of Public Accounts of the State of Texas (the "Comptrolle "). Any payment of the District Share not made within such thirty (30) - day period shall bear interest calculated in accordance with Section 2251.025 of the Texas Government Code. The City shall retain eighty percent (80%) of the general one -percent (1%) portion of the Sales and Use Tax Revenues collected within the Land, plus one -hundred percent (100%) of the Sales and Use Tax Revenues attributable to collection of the Type A and Type B Sales Tax, the street maintenance sales tax, the property tax reduction sales tax, and any other sales and use tax collected within the Land (the "Cily Share"). No adjustments to the District Share or the City Share shall be effective unless approved in writing by the governing bodies of the District and the City. 4.04 Use of the Sales and Use Tax Revenues. The City shall use the City Share for any lawful purpose. The District shall use the District Share for any lawful purpose that is consistent with this A2reement and the Consent Agreement. 4.05 Delivery of Sales Tax Reports to District. The City shall include with each payment of the District Share a condensed version of each sales tax report provided by the Comptroller relating to Sales and Use Tax Revenues within 30 days of the City's receipt of such sales tax report. it Notification of CoMptroller. The City shall send notice of this Agreement, together with other required documentation, to the Comptroller in the manner provided by Section 321.102 of the, Texa's Tax Code, after the City, Council annexes Lalnd.l.for limited purposes. NWWCMUD2 Consent Agreement Exhibit H, Page 5 of V to the District pursuant to this Agreement, and all Sales and Use Tax Revenues shall be retained by the City. 4.08 City Records and Audit Rights. The District may audit the Sales and Use Tax Revenues to determine whether the District Share has been paid in accordance with this Agreement. The City shall provide reasonable accommodations for the District to perform the audit. Any audit shall be made at the District's sole cost and expense and may be perfortned at any time during the City's regular business hours on 30 days' Notice (defined herein). For purposes of any such audits, the City shall maintain and make available to the District's representatives all books, records, documents and other evidence of accounting procedures or practices to reflect the amount of Sales and Use Tax Revenues received by the City from within the Land. The District is required by law to prepare an annual audit. The District shall provide a copy of its annual audit to the City within thirty (30) days after the audit is completed. ARTICLE V ICA 5.01 Full Purpose Annexation. Except as otherwise provided in this Agreement or the Consent Agreement, the City agrees that it shall not annex for full purposes any of the Land within the District until the earlier of: (a) the expiration or termination of this Agreement or the Consent Agreement; or (b) the fifteenth (15th) 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 ninety percent (90%) of the public infrastructure eligible for reimbursement under applicable laws or TCEQ regulations and the Consent Agreement. Subject to the foregoing, District hereby consents to the automatic full purpose annexation of all portions of the Land on the Full Purpose Annexation Conversion Date (defined herein) without further procedural action of any kind by the City Council or the District's Board in accordance with Sections 43.0751(f)(6) and (h) of the Texas Local Government Code. For purposes of this Agreement, 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 Full -Purpose Annexation Conversion Date may be altered only by mutual written agreement of the District and the City. 5.02 Assumption of the District's Outstanding Obligations, Assets, Debts and Liabilities. Notwithstanding anything in the Consent Agreement or the Related Agreements to the contrary, the Parties specifically understand and agree that all assets and obligations of the District, including any outstanding bonded indebtedness of the District shall be assumed by the City on the Full Purpose Annexation Conversion Date; provided, however, the parks and recreation facilities (including the trails, lands and open space associated therewith and any storm water detention ponds that also function as park and recreation facilities), together with any District funds on hand related to the maintenance or construction of same, shall remain with the Limited District who shall operate and maintain same as provided herein such that upon i;6iiveisIGn of the District to the Limited all -,of the, ark aiid-recreation assets and other-,", land and improvements of the District and responsibility for operation and maintenance thereof shall be assumed by the Limited District. 5.03 Conversion to Limited District. Pursuant to Sections 43.0751(f)(6) and (h) of the Texas Local Government Code, the District shall be converted to the Limited District, and the NWWCMUD2 Consent Agreement Exhibit H, Page 6 of 14 ii�1111111i�iffsx- Land deemed to be within the full -purpose boundary limits of theCi upon the Full-Purpo ity I Annexation Conversion Date without any further action by the City Council. 5.04 Boundaries and Name of Limited District. After the Full Purpose Annexati-m- Conversion Date, the District shall be known as Northwest Williamson County Limit Municipal Utility District No. 2 (the "Limited District"). The boundaries of the Limited Distri shall e the same as the bounaries fr the District an• are as shwn n Exhibits A an attachhereto. I bdod ood ed 5.05 Duties of Limited District. After the Full Purpose Annexation Conversion Dat the Limited District shall own, operate, control, maintain, repair, replace and provide securi and insurance for the parks and recreation and open space facilities (including the trails, Ian and open space associated therewith and any storm water detention ponds that also function park and recreation facilities) (collectively, the "Limited District Obligations"), it bei specifically understood, however, that any park related debt (and all other debt) of the Distri shall be assumed by the City. The Parties agree that the City shall have no obligation during t rn existence of the District or the Limited District to perforrn any of the Limited Distri Obligations. The Parties agree that the City shall not be liable for any claims or causes of acti arising out of, or resulting from the Limited District Obligations, including but not limited to t ownership, operation, maintenance, repair or replacement of the facilities owned or required be maintained b-vr the Limited District. incl 'hat ma�i be located on jcro�%&rtx, owned the City, or for any action or inaction of the Limited District related to same. To the ext permitted by law. the Limited District shall indemnify, defend, and hold harmless the City fro any claims, demand, actions, and causes of action whatsoever arising out of or resulting from t Limited District Obligations, including but not limited to the maintenance, operations, ownership of any facilities owned by the Limited District, or the maintenance, operations other activities of the Limited District on any property owned by the City. The Limited Distri may lease or hire employees, agents, representatives, consultants, or other service providers perform the normal administrative duties of the Limited District, except that all contracts sh provide that if the Limited District is dissolved for any reason, the contracts shall automatical expire on the date of dissolution. (a) General. Consistent with the tenns and conditions of this Agreement, it is the responsibility of the Limited District to provide all necessary funding for capital and operations and maintenance expenses necessary for the performance of the Limited District Obligations after the Full Purpose Annexation Conversation Date. (b) No Indebtedness; No Transfers of Prope!V. No bonds shal I -M Ibe issued the Limited District for any purposes. The Limited District shall not iss 'notes, incur additional debt, or sell, convey, iease, mortgage, assign, otherwise transfer property without the prior written consent of the City. 5.07 Audit; Review of District Records. The Limited District shall conduct annual audit each year, at is sole expense, to be performed by an independent certified pub] NWWCMUD2 Consent Agreement Exhibit H, Page 7 of 14 11 1110 i� I I accountant. The Limited District shall file a copy of the completed audit with the City's Director of Finance. The Limited District shall make its financial and other records available to the City for inspection during non -nal business hours. 5.08 Other Limitations. The Limited District shall have only those functions, purposes and authorities specifically enumerated in this Article V. If the Limited District take any fort -nal action to discharge a function or authority that is not directly related to those functions and purposes specifically enumerated in this Article V, the City may proceed as allowed in Article VI of this Agreement. (a) Either (1) the City, by resolution duly adopted by the City Council, or (2) the residents of the Limited District, on presentation to the City Secretary of a petition signed by 10% of the registered voters living in the Limited District and confirmed by the City Secretary to be conforming to the requirements of Chapter 277 of the Texas Election Code, may seek a determination as to whether the Limited District has failed or ceased to discharge its obligations under this Agreement. (b) Within ninety (90) days after receipt of a resolution from the City Council or verification by the City Secretary of receipt of a qualified petition under Section 5.07(a)(2) of this Agreement, the City shall give reasonable notice of and conduct a public hearing to consider the request for determination. On the conclusion of the public hearing, if the City Council determines that the Limited District has failed or ceased to discharge its obligations under this Agreement, (1) the City Council may pursue any remedy available to it under Article V1 of this Agreement; or (2) the Board of Directors of the Limited District may elect to voluntarily dissolve the Limited District with sixty (60) days prior Notice to the City prior to the dissolution, or (3) the Board of Directors of the Limited District may pursue any other remedy to resolve the issues raised by the City Council or the residents of the Limited District, provided that such remedy must be consistent with this Agreement and the Related Agreements and shall be initiated within ninety (90) days after the date of the public hearing and pursued with reasonable diligence until the issue is completely resolved. (c) Prior to or upon the effective date of dissolution of the Limited District under Section 5.09 of this Agreement or for any other reason, the assets and liabilities of the Limited District shall be transferred to the City. ARTICLE VI TMf,-I*FAULT AND REMEDIES 6.01 Term. As between the City and the District, this Agreement commences on the Effective Date and continues until 5:00 PM CST on the Full Purpose Annexation Conversion Date. Following, 5:00 PM CST on the Full Purpose Annexation Conversion Date, this NWWCMUD2 Consent Agreement Exhibit H, Page 8 of 14 Agreement shall continue in effect •- the City and the Limited District for a period •; (10) years after the Full Purpose Annexation Conversion Date, and may be renewed for anoth ten (10) year period on approval of the governing bodies of the City and the Limited District. I 6.02 Notification • Default or Violation. Upon the occurrence, or alleged occurrene of an event of default under or violation of this Agreement, the non -defaulting party shall se the defaulting Party Notice of the default or violation or the alleged default or violation. T1 defaulting Party must cure the default or violation within sixty (60) days of the date of the Noti (the "Cure Period"). 6.03 Remedies on Default or Violation. If the default or violation is not cured with the Cure Period, the non -defaulting party may sue for injunctive relief, mandamus, speci perforinance, or for such other legal and equitable relief to which the non -defaulting party mil be entitled, excluding consequential and incidental damages. All of these rights and rernedi shall be cumulative. ILI A111.) 1E -F-TAI-S-)WREEITllitIDEII�FORCEITIEII'I-t.*,-'F-T�NI-S SECTION. R M I [Loll IM M 13 11 V V Evern a WanTA 7.01 Exemption from Annexation Plan. Annexation of the Land is exempt from the nrequ�rementsx)ursijant to municipal annexation.pla SBetio n.43.0.52(h)(3)(B) of the. Texas .I gyral Government Code. 7.02 VotinR. Pursuant to Section 43.0175(q) • the Texas Local Government Code, Chapter 43, Subchapter F. of the Texas Local Government Code does not apply to the limited purpose annexation • the Land. Consequently, Section 43.130(a) of the Texas Local NWWCMUD2 Consent Agreement Exhibit H, Page 9 of 14 Government Code, providing that qualified voters of an area annexed for limited purposes may vote in certain municipal elections, does not apply to the voters within the Land with the effect that, prior to the Full Purpose Annexation Conversion Date, no voters within the Land may vote in City elections. 2200��� a. The City, the District, and the Limited District each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder or enable the fulfillment of their respective obligations hereunder, provided in either case the terms of this Agreement are not modified or amended thereby. b. In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, the City, the District, and the Limited District agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. 7.04 Notice. Any notice given under this Agreement ("Notice")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 and with all charges prepaid; or (ii) by depositing Z:� it with Federal Express or another service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; or (iii) by personally delivering it to the party, In or any agent of the party listed in this Agreement. Notice by United States mail will be effective on the earlier of the date of receipt or three (3) days after the date of mailing. Notice given in any other manner will be effective only when received. For purposes of notice, the addresses of the Parties will, until changed as provided below, be as follows: City: City of Georgetown Box 409 Georgetown, Texas 78627 Attn- City Manager and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Manager With a copy to: City Attorney P. 0. Box 409 Georgetown, Texas 78627 Attn: City Attorney and (for overnight mail or personal delivery) City of Georgetown NWVVCMUD2 Consent Agreement Exhibit H, Page 10 of 14 • Georgetown, Texas 786 Attn: City x District and LimitedII District - Ronald J. Freeman Freeman & Corbett Austin, TX 78759 The Parties may change their respective addresses to any other address within the United Stat of America by giving at least five (5) dayswritten notice to the other Parties. A Party may' giving at least five (5) days' written notice to the other Party, designate additional parties receive copies of notices under this Agreement. I -MRIMMM a. If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the Parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that the Parties have a thirty (30) day period to negotiate a provision be added to this Agreement by mutual agreement of the Parties which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. If no agreement can be reached to modify the illegal, invalid, or unenforceable provision, and the provision is an essential element of this Agreement, this Agreement shall be null and void. b. The Parties may not amend this Agreement, except in a written agreement executed by duly authorized representatives of the Parties. C. The Parties may not waive any provision in this Agreement, except pursuant to a writing executed by the Party or Parties against whom the waiver is sought to be enforced. A wavier made in writing on one occasion is effective only in that instance and only for the purpose it is given and is not to be construed as a waiver on any future any other Party. occasion ogainst r a,, 7.06 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. 7.07 Entire Agreement. This Agreement and the Exhibits attached hereto, the Related Agreements and the Exhibits attached thereto, contain the entire agreement of the Parties. There are no othei ov pioinises, oral or written, between tho Parii-icgaid*,Ifg- ilic� Subject matter of this Agreement. 7.08 Exhibits, Headings, Construction and CounteKparts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine 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 ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will together constitute the same instrument. 7.09 Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will 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 the next day that is not a Saturday, Sunday or legal holiday . 7.10 Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, regulations and orders governing or pertaining to the District. 7.11 Assignment. No Party shall assign its interest in this Agreement, in whole or in part, without the other Party's written consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective representatives, successors, and assigns as permitted by this Agreement. 7.12 Interpretation. This Agreement has been negotiated by the Parties, each of which has been represented by counsel; consequently, the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 7.13 No Third Party Beneficiaries. This Agreement is solely for the benefit of the City and the District, and neither the City nor the District intend by any provision of this Agreement to create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this Agreement or otherwise upon anyone other than the City and the District. 7.14 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement are incorporated into this Agreement by reference for the purposes set forth herein, as follows: Exhibit A Sketch of the Land Exhibit B Metes and Bounds Description of the Land 7.15 Counterpart Originals. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. NWWCMUD2 Consent Agreement Exhibit H, Page 12 of 14 APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF NORTHWEST WILLIAMSON COUNTY DISTRICT NO. 2 ON TEXAS ON , 201. DISTRICT: NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 2 Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 5 201_, by , President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: J!, ;l Jill III IN APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS ON 201—. CITI. -0 M City Secretary STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the _ day of 5 201_, by , Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. Notary Public Signature Printed Name: My Commission Expires: NVVWCMUD2 Consent Agreement Exhibit H, Page 14 of 14 11111F gill III I Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, (the "Assignor") has entered into a Development Financing Agreement (the "Financing • with Northwest Williamson County Municipal Utility District No. 2 ("Distric ") in connection with the design and construction of certain water, sewer, drainage, water quality, road and other facilities on the condition that the Assignor will be reimbursed in the future from the sale of bonds issued by the District for such purposes, subject to the terms and conditions of the Financing Agreement. Assignor hereby assigns EIGHT PERCENT (8%) of the proceeds received from t District through the issuance of every series of bonds issued by the District ("Eunds") to the Cl of Georgetown, Texas ("Assignee") in satisfaction of the requirements of Section 5.04 of t I the District. 1 20 1 — Consent Agreement by and between the Assignor, the Assignee a I W110111m,010 Assignor and Assignee agrees that this partial assignment of the Funds shall tei�minI such time as the District is dissolved. Assignor and Assignee shall file an executed termination partial assignment with the District at such time. By execution of this instrument, Assignee hereby accepts such assignment and assumes all of Assignor's rights, 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 conditions of the agreement between the District and the Assignor. NVVWCMUD2 Consent Agreement Exhibit 1, Page 1 of 4 F.'vffF.'T6Tv91TWT'W,n1-dfl1r#]1 10 ASSIGNOR: Partner Ranch Partners, L.P., a Texas limited partnership 0 N ".. I a us] rfrflff�• Owen Holdings Inc., a Texas corporation, its oreneral partner ZD Joe R. Owen, President This instrument was acknowledged before me the day of 201, by Joe R. Owen, in his capacity as president of Owen Holdings, Inc., a Texas corporation, the general partner of Partner Ranch Partners, L.P., a Texas limited partnership, on behalf of Parmer Ranch Partners, L.P. Notary Public Signature Printed Name: My Commission Expires: NWWCMUD2 Consent Agreement Exhibit 1, Page 2 of 4 0 Executed this the day of 20—. City Secretary 0 am The District hereby consents to the Partial Assignment of Receivables. Executed this the I OF WON] IVR an 9 111 V 678,11611 V N [a I M Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § ,Board President This instrument was acknowledged before me the _ day of 201_, by , President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. My Commission Expires: Notary Public Signature Printed Name: NWWCMUD2 Consent Agreement Exhibit 1, Page 4 of 4 LESS ALLOWABLE DEDUCTIONS: Surplus and Escrowed Funds Non -Construction Costs: Legal and Financial Advisory Fees: Interest Costs: Capitalized Interest Developer Interest gme�; # a Bond Discount Administrative and Organization (including creation costs and operating advances) Bond Application, Market Study, $ and other bond issuance costs (based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of developer reimbursable expenses performed at the time of each Bond issue) TCEQ Bond Issuance Fee $ Application, Review and Inspection Fees $ I CITY PERCENTAGE: Moll In X 8% ACTUAL AMOUNT TO BE BASED ON COSTS APPROVED FOR REIMBURSEMENT BY TCEQ AS AUDITED BY DISTRICT AUDIT I R 1:1 IiI STATE OF TEXAS § COUNTY OF WILLIAMSON § I *I,,$ UMUMUMUM I I H I H AND MUNICIPAL ANNEXATION The real property, described below, that you are about to purchase is located 1 the Northwest Williamson County Municipal Utility District No. 2 (the "District"). Th District has taxing authority separate from any other taxing authority and may, subje( to voter alotiroval. issue an unlimited amount of bonds and le an unlimited rate of U in payment of such bonds. As of this date, the rate of taxes levied by the district on re, property located in the District is $ on each $100 of assessed valuation. If th District has not yet levied taxes, the most recent projected rate of tax, as of this date, $ on each $100 of assessed valuation. 'fhe total amount of bonds, excludm* r fflno-,i 1 tr ,� 4,strIIII .2-:V luou44--*r ?*r6i*.n *f 410inih.4 i=- W-4 I -flu -11900r, M,41W*14 from revenues received or expected to be received under a contract with a government, entity, approved by the voters and which have been or may, at this date, be issued. theaggregate initial principal amounts of all bonds issued for one c more of the specified facilities of the District and payable in whole or in part froi property taxes is $ The District has the authority to adopt and impose a standby fee on property in the district that has water, sanitary sewer, or drainage/water quality facilities and services available but not connected and which does not have a house, building, or other improvement located thereon and does not substantially utilize the utility capacity available to the property. The District may exercise the authority without holding an election on the matter. As of this date, the most recent amount of the standby fee is $ An un -paid standby fee is a personal obligation of the person that owned 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 any, of unpaid standby fees or, -a- tract -of prop?T.qi. in tb P,District, The District is located in whole or in part in the extraterritorial jurisdiction of the City of Georgetown, Texas. By law, a district located in the extraterritorial jurisdiction of NWWCMUD2 Consent Agreement Exhibit K, Page 1 of 3 a municipality may be annexed without the consent of the District or the voters of t district. All of the property within the boundaries of the District is subject to the terms an -OW the City of Georgetown. The Agreement governs the annexation by the City• Georgetown of the property in the District, which will be annexed initially for limite purposes and subsequently for full purposes. The Agreement also provides for t conversion and the timing for conversion of the District to a Limited District an establishes the governmental and operational relationship between the City and t District while the District or the Limited District continues in existence, all as authorize by Section 43.0751, Texas Local Government Code. A copy of the Agreement may obtained by contacting the offices of the District, and questions concerning t Agreement may be directed to the District or the City of Georgetown Pla Department. The purpose of this District is to provide water, sewer, drainage, or flood contr facilities and services within the District through the issuance of bonds payable in who or in part from property taxes. The cost of these utility facilities is not included in t ,Aurch.ase Arice of 3rjour%ro-*er&t, and these utilit-4/ facilities are owned or to b the district. The legal description of the property you are acquiring is as follows- 1� PURCHASER IS ADVISED THAT THE INFORMATION SHOWN ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASER IS ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR ----- --`71",,0POSED C'H-A-N-GES-TOFTrL-iE-INFORNFA'jl.-�3-,\-Si'-!O-VP,�-014-THIS-F "The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. NWWCM UD2 Consent Agreement Exhibit K, Page 2 of 3 (Date) • (Note: Correct tax rate, bond amounts, and legal description are to be placed in the appropriate space.) Except for notices included as an addendum or paragraph of a purchase contract, the notice shall be executed by the seller and purchaser, as indicated. If the district does not propose to provide one or more of the specified facilities and services, the appropriate purpose may be eliminated. If 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 TCEQ 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 prospective purchaser prior to execution of a bindm*g contract of sale and purchase, a seller and any agent, representative, or person acting on the seller's behalf may modify the notice by substitution of the words 'January 1, _' for the words 'this date' and place the correct calendar year in the appropriate space.) NVVWCMUD2 Consent Agreement Exhibit K, Page 3 of 3 ifid 11111 R [ I i il I 9� III, I III I Trail width will be ten (10) feet. In limited areas, to navigate extreme topographical conditions or preserve significant features such as rock formations, important vegetation, trees or other (50) feet. EXPANSION JOINT AT 24' O.C. MAX GIIXIVI #10 WwM END WWM Z FROM 2Z JOINTS & EDGES d � NOTE5: 1. SEE TRAIL NOTES & ACCES5113LE TRAIL NOTES ON CONSTRUCTION PLANS. 2- EXPAN51ON JOINT TO 5E VZ' ASPHALT IMPREGNATED FBERWARD WITH II STRIP". INSTALL 13ACKER FOP AND 2-rAFT SEALANT - GRAY. 5. EXrANWN JOINTS ARE TO 13ON CENTER LII NOTED OTHERW15E ON 4. CONTROL JOINTS ARE TO DE OPACEP TO MATCH WIDTH OF WALKWAY, LNLFSS SHOWN OTHERWISE ON PLAN. 5. ALL EDGES ARE TO OOLED WITH 11z' RADIu5. MAxiMIJM 112" CHANGE IN I ELEVATI AT WALK"WN EDGE. 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 runninggrades will not exceed 5%, and cross slope 2%. A makif-num of ui-c�.i,'Tuv' distances no further than thirt� (30) fee'L. III ai'eab, dde�lu 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 alternate design options. Page 1 of 4 NWWCMUD2 Consent Agreement Exhibit L, Page 1 of 4 5. Retaining walls will only beused when absolutely necessary, 10stabilize slopes and only if natural rock cut will not suffice. Retaining walls under forty-eight inches (48"tall shall be constructed of native materials, as detailed below: LIMESTONE NOT� I CHOP BLOCK LIMESTONE FOR WALLS SHALL BE 6" WIGW X &" DEPTH X COLORS INCLUDE AND TANS AT RANDOM. Z OF msm 3. PROVIDE ON51TE CONSTRUCTION WALL SAMPLE. SAMPLE MAY BE PART OF ACTUAL WALL, BUT VALL NEED TO 13E REMOVED IF REJECTED. CHOP LIMESTONE BLOCK WALL DOWNHILL UPHLL HEIGHT VARIES, SEE PLANS CONDITION CONDITION SWALE TO DIRECT DRAINAGE ON WHILL EXISTING V it TE TRAIL TY MORTAR JOINT, (3/4' MAX) HOLD MORTAR 13ACK ON VERTICAL AND HORIZONTAL JOWT5 113 DEITH OF STONE GRAVEL DACKFILL IN FILTER FABRIC DRAINAGE WEEPS: LEAVE VERTICAL JOINT OF BOTTOM COURSE OPEN AFMOX EVERY 5' FOR DRAINAGE. REINFORCED CONC, FOOTING: Fri - Z' SANP LEVELING BED DRAINAGE WEEPS,. LEAVE VERTICAL COMPACTED SUDGRADE (TYP.) JOINT OF BOTTOM CCU95E OMN APPROX EVERY 3' FOR PRAINAGE. 6 Stream and drainage crossings will be located in relatively narrow, shallow sections of drainage ways tominimize negative environmental impacts. Low water crossings will 6eused whenever possible, culverts mrbridges will beused when agreed upon byOwner and City. Crossing types and examples are depicted below: a. Use anappropriate length slab nrstructure toprotec1the"m«e1tedpoimeter of the natural flow channel. 6. Protect the structure with cutoff walls, dprap,Oabions, concrete slabs, or other scour protection. The downstream edge may require energy dissipaters or riprap protection because of the accelerated flows across the structure. Page 3of4 wVWCwVcoConsent Agreement Exhibit L,Page 2w^ c. 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, gabion baskets, concrete reinforcement or native vegetation. S` S.AYW{r+NKYM4EFN A sEMN v*w cttntw mnom 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 watershed and flow capacities. All culverts shall be aluminized metal pipe unless noted otherwise. Inlet and outfall pipes shall be cut to conform to slope. c. Protect the entire structure with cutoff walls, riprap, gabions, concrete slabs, or other scour protection. The downstream edge may require energy dissipaters or riprap protection because of possible accelerated flows across the structure. d. Place, foundations into scour resistant materia! 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. Page 3 of 4 NW\NCMUD2 Consent Agreement Exhibit L, Page 3 of 4 a. The construction of bridges should be a last resort after other trail alignment or waterway crossing options have been considered. Where abridge may berequired, all options shall beexplored, including but not limited to: open bottom culvert, prefabricated or custom designs and may be constructed of a variety of materials. b. Possible locations will be determined based on environmental, accessibility and economic factors. c. Bridge landings and ramp grades will follow U.5. Forest Service Outdoor Recreation Accessibility Guidelines (FSORAG). |ftrail isnot feasible under FSORAGguidelines, Developer will consult with City concerning alternate design options. Page 4of4 NvxvvoMUD2 Consent Agreement Exhibit L,Page 4vf4