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HomeMy WebLinkAboutRES 032216-Q - ANX WW Agmt Kasper TractRESOLUTION NO. 0 3aa o�v Q- A RESOLUTION OF THE CITY OF GEORGETOWN, TEXAS CONSENTING TO THE ANNEXATION BY SOUTHEAST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO.1 OF AN ADDITIONAL 207.147 ACRES (+/-) OF LAND INTO THE DISTRICT; APPROVING THE SECOND AMENDMENT TO THE CONSENT AGREEMENT AND THE WASTEWATER SERVICE AGREEMENT [KASPER TRACT - SEWCMUD11; AND ESTABLISHING AN EFFECTIVE DATE WHEREAS, effective on December 14, 2014, the City of Georgetown ("City"), Woodhull Family Partners ("Woodhull Family"), and Sentinel Land Company, LLC ("Sentinel Land") entered into that certain Consent Agreement recorded in the Official Records of Williamson County as Document No. 2015002545 ("Original Consent Agreement") authorizing the creation of Southeast Williamson County Municipal Utility District No. 1 ("District") as an "in -city" municipal utility district; and that certain Wastewater Service Agreement recorded in the Official Records of Williamson County as Document No. 2015002546 ("Original Wastewater Agreement") regarding the provision of retail wastewater services to the land within the District; and WHEREAS, an election confirming creation of the District was held on November 3, 2015 and a duly authorized representative of the District has executed the Original Consent Agreement and the Original Wastewater Agreement, copies of which were timely provided to the City; and WHEREAS, on December 8, 2015, the City Council approved Resolution No. 2015128-I consenting to the assignment of the Original Consent Agreement and the Original Wastewater Agreement from Sentinel Land to Woodhull Ventures 2015, L.P., a Delaware limited partnership; annexation into the District of approximately 0.131 acres (+/-) of additional land which was inadvertently omitted from the District boundaries in the Original Consent Agreement and the Original Wastewater Agreement due to surveyor error or other oversight, being an eight -foot -wide strip of land immediately adjacent to the original District boundaries and within the corporate limits of the City; and the First Amended Consent Agreement and First Amended Wastewater Agreement reflecting such assignment and annexation; and WHEREAS, subsequently, the Kasper Family Limited Partnership, a Texas limited partnership, submitted petitions for voluntary annexation of approximately 207.147 acres of land described in more detail on Exhibit A, attached hereto and incorporated herein by reference for all purposes (the "Kasper Tract") into the corporate limits of the City and into the boundaries of the District; and WHEREAS, by separate action the City Council adopted Ordinance No. 2016-13 annexing the Kasper Tract into the corporate limits of the City; and Resolution No. `P 01 Consent to Annexation of 207.147 Acres of Land into SEWCMUD No.1, the Second Amended Consent Agreement and the Wastewater Service Agreement [Kasper Tract — SEWCMUD11 Page 1 of 4 WHEREAS, by this Resolution, the City Council wishes to provide its written consent to, annexation of the Kasper Tract into the boundaries of the District; and to approve the Second Amended Consent Agreement and the Wastewater Service Agreement [Kasper Tract — SEWCMUDI] to make conforming changes consistent with annexation of the Kasper Tract into the District. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: Section 1: The foregoing recitals are hereby found to be true and correct and are adopted as part of this Resolution for all purposes. Section 2: The City Council hereby grants its written consent to the annexation into the boundaries of the District of the Second Annexation Lands, which are described by metes and bounds and surveyor's sketch in Exhibit A, attached hereto and incorporated herein by reference for all purposes. Section 3: The City Council hereby approves and authorizes the Mayor to sign and the City Secretary to attest the "Second Amended Consent Agreement" attached hereto as Exhibit B and incorporated herein by reference for all purposes. Section 4: The City Council hereby approves and authorizes the Mayor to sign and the City Secretary to attest the "Wastewater Service Agreement [Kasper Tract- SEWCMUDI]" attached hereto as Exhibit C and incorporated herein by reference for all purposes. Section 5: This Resolution shall become effective immediately upon its adoption. Resolution No. 0 3 ;Q e `o Consent to Annexation of 207.147 Acres of Land into SEWCMUD No.1, the Second Amended Consent Agreement and the Wastewater Service Agreement [Kasper Tract — SEWCMUD11 Page 2 of 4 PASSED AND APPROVED on the < day of o�c C�YI , 2A CITY OF GEORGETOWN, TEXAS By: ° ''' Dale Ross, Mayor ATTEST: By: O Shelley N h g, City Secretary 6— APPROVED AS TO FORM: By: Charlie McNabb, City Attorney Attachments: Exhibit A: The Kasper Tract (207.147 acres) to be annexed into the District Exhibit B: Second Amended Consent Agreement Exhibit C: Wastewater Services Agreement [Kasper Tract - SEWCMUD11 Resolution No. o `7aa Aq O Consent to Annexation of 207.147 Acres of Land into SEWCMUD No.1, the Second Amended Consent Agreement and the Wastewater Service Agreement [Kasper Tract - SEWCMUD11 Page 3 of 4 CERTIFICATE FOR RESOLUTION CITY OF GEORGETOWN, TEXAS THE STATE OF TEXAS § COUNTY OF WILLIAMSON § I, the undersigned officer of the City of Georgetown, Texas, hereby certify as follows: 1. The City Council of the City of Georgetown, Texas convened in regular session on the— day of 2016. All of the following City Council members were present: Dale Ross Anna Eby Keith Brainard John Hesser Steve Fought Ty Gipson Rachael Jonrowe Tommy Gonzalez Mayor Councilmember District 1 Councilmember District 2 Councilmember District 3 Councilmember District 4 Councilmember District 5 Councilmember District 6 Councilmember District 7 except 'thus constituting a quorum. Whereupon, among other business, the following was transacted at the meeting: A written RESOLUTION OF THE CITY OF GEORGETOWN, TEXAS CONSENTING TO THE ANNEXATION BY SOUTHEAST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 1 OF AN ADDITIONAL 207.147 ACRES (+/-) OF LAND INTO THE DISTRICT; APPROVING THE SECOND AMENDED CONSENT AGREEMENT AND THE WASTEWATER SERVICE AGREEMENT [KASPER TRACT - SEWCMUD11; AND ESTABLISHING AN EFFECTIVE DATE was introduced for consideration by the City Council. It was then duly moved and seconded that the Resolution be adopted and the motion, carrying with it the adoption of the Resolution, prevailed and carried unanimously. 2. A true, full, and correct copy of the aforesaid Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; the action approving the Resolution has been duly recorded in the City Council's minutes of the meeting; the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting members of the City Council of the City of Georgetown as indicated therein; the meeting was open to the public as required by law; and public notice of the time, place, and subject of each meeting was given as required by Chapter 551, Texas Government Code. SIGNED AND SEALED on the 26�)- day of n0.' Gv-,, 2016. S Shelley Nowli t2s Secretary Exhibit A to Resolution: 207.147 Acres] bY)!x'lll�(INn'09wIR=IafK'QY llva+50v O al ••, w9n ex+w�av �.�'u<nog..ofKrffa.,asanarn�nera,vw,uaxa+o Kwlalox - g- n.ax.f w. �•••.>•.f�.�.m:.:.s,�.�<�n..,am,w. _ +axe.x'mw+xe+svaoxae+enno�fxuernarl+anaa av encs N C � � 8 b ..n+..,�,.u.'nwxoa, xv+owaa>nasia nueoxt eor+roflx ncmw m 8 was u..nmws.<crrtn=+osmmaa �naru wxr++o�u+a fswmnxavamcvoo O a S2133N/JN3 wmKeivwaan.,�,v+� a+axaa. �lel+s "'r�v+om'aveamw+�waeoverrwv N " �I NOSMVa-3dVd IF— ADAunS 31111 GNVI lop: a{Fli?1 a'6! ait� ,,sx ,1 {ypp Ef AT E 'jz,k • j[sa a {4: p a$MP {p${ 4pa€ ;=• �_ i aa,E Ila= a = is .-e•E Sj 4°is t.i 1 ;-`a• a4=1f 1F -rt F=0 ;- t�1,�=4 Hi�7ill � 8=.- �fi4{ sj>,4 �; s•F4 's4,�{ j1.4 5, 4fa{ :644, Hill h :le 4'St{� Sf6=kI 11,E;=k:1i 11141,1 111 4= 6 g=1i=�t=e;aa�tt�p� � 03 S F � � i• (3M11301tlNOOtl) ; E - {® - - � 5 • :� 9 , ;� a4 �I I I � I � > \ h I il4j I Lue W 3�- pa I e I I CamL`Sg 6� IN'< \ t :a a� �e e f �vanl € I Egg €` € 5 9� N � =st. � "E Ell E pgdEF7rYS�•g ` c a{,ail 0 Co S £g LuC2 N 2 w U m¢ ZF �y �a i e e T GVOH A,N(1W p ;g fig: ;aa "1fgit E (g ; ��I+i OE��- -�aalo ttF i u u L n Li L u D L e > d 8M Noz pa i � . R QQ e� s 6 3a VO! EI z Obi Js.K pir+OJCI Wm ¢ (, � 6 N K (vN m a+M'+th lxao�mvw�lvo! xa ¢ (veo) K•afaa� p vo uru m+n=•m•mr iara• ]mr as K mnn r I�e � m ;g fig: ;aa "1fgit E (g ; ��I+i OE��- -�aalo ttF i u u L n Li L u D L EE z J' PAPE-DAWSON ENGINEERS s} FIELD NOTES FOR A 207.147 ACRE TRACT OF LAND BEING ALL OF A CALLED 207.191 CONVEYED TO KASPER FAMILY LTD PARTNERSHIP IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS AS DESCRIBED IN VOLUME 2150, PAGE 12 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND INCLUDING ALL OF A CALLED SAVE AND EXCEPT 1.00 ACRE TRACT CONVEYED TO KASPER FAMILY LTD PARTNERSHIP RECORDED IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SITUATED IN THE W. ADDISON SURVEY, ABSTRACT NO. 21, IN THE CALVIN BELL SURVEY, ABSTRACT NO. 112 AND THE J. ROBERTSON SURVEY, ABSTRACT NO. 545 IN WILLIAMSON COUNTY, TEXAS. SAID 207.147 ACRE TRACT OF LAND BEING MORE FULLY DESCRIBED AS FOLLOWS, WITH THE BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1983 (CORS 1996), FROM THE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE: BEGINNING At a found Mag Nail in the northeast comer of said 207.191 acre tract, same being the southeast corner of a called 18.12 acre tract conveyed to Blake and Terilyn Henderson recorded in Document No. 2014073916 of the Official Public Records of Williamson County, Texas, also being a point in the west right of way line of RockRide Road, a variable width right of way and the northeast comer of hereof; zn THENCE S 21040'12" E, with the east line of said 207.191 acre tract, same being the west line of said RockRide Road, a distance of 2788.07 feet to a t/z" iron rod with yellow cap marked "Pape -Dawson" set in the southeast corner of said 207.191 acre tract and easternmost southeast corner hereof; THENCE S 6851'49" W, with a south line of said 207.191 acre tract, same being the north line of said County Road 111, a distance of 1241.28 feet to a I" iron pipe found in the southeast ell corner of said 207.191 acre tract and the southeast ell corner of hereof; THENCE S 19059'46" E, with the east line of said 207.191 acre tract, same being the west right of way line of said County Road 111, a distance of 1313.48 feet to a mag nail in asphalt with washer marked "Pape -Dawson" set for the southernmost southeast corner of said 207.191 acre tract, same being a point in the north right of way line of County Road 110, a variable width right of way, and the southernmost southeast comer of hereof; A u s t i n I S a n A n t on i o i H o u s tor. I F o r t Wo rt h I D a I I as Transportation I Water Resources I Land Development I Surveying I Environmental 7800 Shoal Creek Blvd., Suite 220 West, Austin, TX 78757 T: 512.454.8711 %wvw.Pape-Dawson.com 207.147 Acre Job No. 50857-00 Page 2 of 3 THENCE S 6705638" W, with the south line of said 207.191 acre tract, same being the north right of way line of said County Road 111, a distance of 650.12 feet to a 11/2" iron rod found in the north right of way line of said County Road 111, same being the southernmost southwest comer of said 207.191 acre tract, also being the southeast corner of said 13.00 acre tract conveyed to Samantha and Justin Kacir recorded in Document No. 2015061464 of the Official Public Records of Williamson County, Texas and southernmost southwest corner of hereof, from which a 60D nail in a fence post found bears N 65°44'27" W, 2.82 feet; THENCE N 21041'50" W, departing the north right of way line of said County Road 110, with the west line of said 207.191 acre tract, same being the east line of said 13.00 acre tract, a distance of 1190.66 feet to a iron rod with cap marked "RPLS 1481" found for the southwest ell corner of said 207.191 acre tract, same being the northeast corner of said 13.00 acre tract, for the southwest ell corner hereof, THENCE S 68040'56" W, with the south line of said 207.191 acre tract, same being the north line of said 13.00 acre tract and in part the north line of a called 89.64 acre tract conveyed to Milton and Josephine Cockram recorded in Volume 376, Page 334 of the Deed Records of Williamson County, Texas, a distance of 927.76 feet to a'/2" iron rod found for the westernmost southwest corner of said 207.191 acre tract, same being a point in the north line of said 89.64 acre tract, also being the southeast comer of a called 19.00 acre tract, conveyed to Roland T. Burke recorded in Document No. 2003014353 of the Official Public Records of Williamson County, Texas as described in Volume 542, page 521 of the Deed Records of Williamson County, Texas, for the westernmost southwest corner hereof; THENCE N 24007'45" W, with the west line of said 207.191 acre tract, same being the east line of said 19.00 acre tract, a distance of 548.54 feet to a 1/z" iron rod with yellow cap marked "Pape - Dawson" set in the west line of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract, for an angle point hereof; THENCE N 21019'50" W, in part with the east line of said 19.00 acre tract conveyed to Milton and Josephine Cockram, with the east line of a called 19.45 acre tract conveyed to Byers, William Bowling Estate recorded in Document No. 2007030759 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to Marroquin, Doris Galvan Trust of Doris Galvan Marroquin Family Trust recorded in Document No. 2007064864 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to June Stafford Marroquin recorded in Document No. 2013099322 of the Official Public Records of Williamson County, Texas, same being the west line of said 207.191 acre tract, a distance of 2380.78 feet to a 1/2" iron rod found for the northwest corner of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract conveyed to June Stafford Marroquin, also being a point in the south line of a called 154.11 PfPAPE-DAWSON ENGINEERS o® 207.147 Acre Job No. 50857-00 Page 3 of 3 acre tract conveyed to John Dimmitt Hughes recorded in Volume 276, Page 49 of the Deed Records of Williamson County, Texas and the northwest comer of hereof; THENCE N 69004'40" E, with the south line of said 154.11 acre tract, with the south line of the aforementioned 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1589.23 feet to a 1/z" iron rod with yellow cap marked "Pape -Dawson" set in the north line of said 207.191 acre tract, same being the south line of said 18.12 acre tract, for an angle point hereof; THENCE N 68048'15" E, continuing with the south line of said 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1278.39 feet to the POINT OF BEGINNING and containing 207.147 acres in the City of Austin, Williamson County, Texas. Said tract being described in accordance with a survey made on the ground prepared under Job No. 50857-00 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers, Inc. DATE: October 6, 2015 JOB No.: 50857-00 DOCID.: H:\survey\CIVIL\-50857-00\VVord\207.147Ac.docx TBPE Firm Registration #470 TBPLS Firm Registration #100288-01 PAPE-DAWSON ENGINEERS MEN Exhibit B to Resolution: Second Amended Consent Agreement SECOND AMENDED CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Second Amended Consent Agreement ( "Second Amendment") is entered into by and among the City of Georgetown, Texas ("Citi/"), a home -rule city I'ocated in Williamson County, Texas, Woodhull Family Partners, a Texas generzrf partnership ("Woodhull Famih�" or "Owner"), Kasper Family Limited Partnership; a Texas Limited Partnership ("Kasper"), Woodhull Ventures 2015, L.P., a Delaware limited partnership ("Woodhull Ventures" or the "Developer'), Sentinel Land Company, LLC, a Texas limited liability company ("Sentinel Land") and the Southeast Williamson County Municipal Utility District No. 1, a district created under Chapters 49 and 54 of the Texas Water Code (the "District"). RECITALS WHEREAS, the City, Woodhull Family, Sentinel Land, and the District entered into that certain Consent Agreement approved by the City Council of the City on October 21, 2014, recorded in the Official Records of Williamson County as Document No. 2015002545, and joined by the District on August 20, 2015 (the "Original Consent Agreement"), setting forth the terms and conditions of the City's consent to creation of the District and addressing the development of a 301.507 acre tract of land located in the city limits, and that certain Wastewater Service Agreement recorded in the Official records of Williamson County as Document No': 2015002546 ("Original Wastewater Agreement") regarding the provision of retail wastewater service to land within the District; and WHEREAS, on December 8, 2015, the City Council approved Resolution No. 120815-I consenting to the assignment of the Original Consent Agreement from Sentinel Land to Woodhull Ventures 2015, L.P., a Delaware limited partnership, and the annexation into the District of approximately 0.131 acres (+/-) of additional land which was inadvertently omitted from the District boundaries in the Original Consent Agreement; and approving the First Amendment (herein so called) and the First Amended Wastewater Agreement (herein so called) reflecting such assignment and annexation; and Second Amended Consent Agreement SEWCMUDI Page 1 of 39 WHEREAS, the Original Consent Agreement as amended by the First Amendment, and the Original Wastewater Agreement as amended by the First Amended Wastewater Agreement are in full force and effect; WHEREAS, by application to the City dated December 10, 2015, Kasper requested voluntary annexation into the corporate boundaries of the City of approximately 207.147 acres of land described by metes and bounds and surveyor's sketch on Exhibit A-2, attached hereto, which land is referred to herein as the "Kasper Tract;" and WHEREAS, pursuant to Ordinance No. 2016-13 the City Council annexed the Kasper Tract into the corporate limits of the City; and WHEREAS, pursuant to that certain "Petition for City Consent to Annex 207.147 Acres of Land into the Boundaries of Southeast Williamson County Municipal Utility District No. 1" dated January 19, 2016, Kasper requested the City Council's consent to annexation by the District of the Kasper Tract; and WHEREAS, pursuant to the Resolution adopted on even date herewith, the City Council consented to annexation by the District of the Kasper Tract into the boundaries of the District; and WHEREAS, the Parties now desire to amend the Original Consent Agreement, as amended by the First Amendment, and the Original Wastewater Services Agreement, as amended by the First Amended Wastewater Services Agreement, to make conforming changes consistent with annexation of the Kasper Tract into the District; and WHEREAS, Sentinel Land, the City and the District further desire to provide for execution of a Kasper Wastewater Service Agreement (herein so called) setting forth the terms and conditions pursuant to which the City shall provide retail wastewater services to the Kasper Tract. NOW, THEREFORE, in consideration of the forgoing recitals and mutual agreements set forth herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are all hereby acknowledged, the City, Woodhull Family, Kasper, Woodhull Ventures, Sentinel Land and the District hereby agree to amend the Original Consent Agreement, as amended by the First Amendment, as follows: 1. Subsections 2.01(a), (b), (y) and (z) of the Original Consent Agreement relating to Second Amended Consent Agreement SEWCMUDI Page 2 of 39 "Definitions" are hereby repealed in their entirety and new Subsections 2.01(a), (b), (y) and (z) relating to "Definitions" are hereby added to provide as follows: (a) Agreement: means this Consent Agreement between the City, Owner, Developer, Kasper, Kasper Developer and the District. (b) Assignee: means a successor -in -interest to Owner, Developer, Kasper, or Kasper Developer, as permitted by Article XIII of this Agreement. (q) Finance Plan: means the First Amended Finance Plan attached hereto as Exhibit B-2. (y) Parties: means, collectively, the City, the Owner, the Developer, Kasper, Sentinel Land, and their successors and Assignees as permitted by this Agreement. (z) Party: means, individually, the City, the Owner, the Developer, the District, Kasper or Sentinel Land, and their successors and Assigns as permitted by this Agreement. 2. Section 2.01 of the Consent Agreement, as amended by the First Amendment, relating to "Definitions" is hereby amended to include the following additional subsections: (11) Kasper Developer: means Sentinel Land, and its permitted assignees under this Agreement. (nn) Kasper Governing Regulations: has the same meaning as set the defined term "Governing Regulations" set forth in Section 1.01(s) above except that the Kasper Land Plan shall be applicable to the Kasper Tract in lieu of the Land Plan in subsection 1.01(s)(2). (oo) Kasper Land Plan: means the proposed development on the Kasper Tract generally in conformance with Exhibit C-2, as the same may be amended with the consent of the City from time to time. (pp) Kasper: means the Kasper Family Limited Partnership, a Texas limited partnership, and its permitted assignees under this Agreement. Second Amended Consent Agreement SEWCMUD1 Page 3 of 39 (qq) Kasper Public Infrastructure: means the water, wastewater, drainage, detention, stormwater and vehicular and pedestrian transportation improvements installed or constructed to serve the Kasper Tract including, without limitation, the Kasper Transportation Improvements and the Kasper Wastewater Improvements. (rr) Kasper PUD Ordinance: means City of Georgetown Ordinance No. 2016-24 pertaining to the Kasper Land, attached hereto as Exhibit D-2 -Kasper PUD Ordinance 2016-24. (ss) Kasper TIA: means the traffic impact analysis for the Kasper Tract prepared by Kasper or Kasper Developer in accordance with the requirements of Chapter 12.05 of the UDC and approved by the City. (tt) Kasper Transportation Improvements: means the vehicular and pedestrian transportation improvements necessary to serve the Kasper Tract and/or required by this Agreement with respect to the Kasper Tract including, without limitation, all of the traffic improvements identified in the Kasper TIA. (uu) Kasper Tract: means 207.147 acres of land attached more specifically described by metes and bounds and surveyor's sketch on Exhibit A-2 attached hereto, which Exhibit A-2 is incorporated herein by reference for all purposes. (vv) Kasper Wastewater Improvements: means the "Major Wastewater Facilities" as that term is defined and further described in the Kasper Wastewater Services Agreement attached hereto as Exhibit E-2, and the other on-site improvement and equipment necessary to provide wastewater service to the Kasper Tract. (ww) Kasper Wastewater Service Agreement: means the agreement for the provision of retail wastewater services to the Kasper Land attached hereto as Exhibit E-2. 3. Section 3.06 of the Original Consent Agreement relating to "Withdrawal of Consent" is hereby repealed and replaced in its entirety with the following new Section 3.06, which shall provide as follows: Second Amended Consent Agreement SEWCMUDI Page 4 of 39 (a) The City's consent to the creation of the District shall be deemed withdrawn if: (1) An order approving creation of the District is not issued by the TCEQ within twenty-four (24) months after the date the Consent Resolution is approved by the City Council; or (2) Owner or Developer fail to commence actual construction of the Major Wastewater Infrastructure required to be completed in Phase 1 or Phase 2 on before the date that is one (1) year before the Completion Date applicable to said Phase (as those capitalized terms are defined in the Second Amended Wastewater Services Agreement); or (3) Kasper or Kasper Developer fail to commence actual construction of the Kasper Major Wastewater Infrastructure required to be completed in Phase 1 or Phase 2 (if not completed by Owner or Developer)), or Phase 3, Phase 4, or Phase 5 or before the date that is one (1) year before the Completion Date applicable to said Phase (as those capitalized terms are defined in the Kasper Wastewater Services Agreement); or (3) Owner or Developer fail to complete construction of the Major Wastewater Infrastructure on or before the Completion Date applicable to said Phase (as those capitalized terms are defined in the Second Amended Wastewater Services Agreement); or (4) Kasper or Kasper Developer fails to complete construction of the Major Wastewater Infrastructure on or before the Completion Date applicable to said Phase (as those capitalized terms are defined in the Kasper Wastewater Services Agreement); or (5) Owner or Developer fails to post the Initial or Final Fiscal Security (as those terms are defined in the Second Amended Wastewater Services Agreement) when and as required by the Wastewater Services Agreement; or Second Amended Consent Agreement SEWCMUDI Page 5 of 39 (6) Kasper or Kasper Developer fails to post the Fiscal Security (as that term is defined in the Kasper Wastewater Services Agreement) when and as required by the Kasper Wastewater Services Agreement; or (7) Owner or Developer fails to commence actual construction of the Transportation Improvements within three (3) years after the Effective Date of this Agreement; or (8) Kasper or Kasper Developer fails to commence actual construction of the Kasper Transportation Improvements within three (3) years after the Effective Date of this Agreement. (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 District Creation Date; or (2) Upon the expiration of ten (10) years after the District Creation Date if the District has not performed any of the functions for which it was created and the District has no outstanding bonded indebtedness for five (5) consecutive years. 4. Statement of Intent Regarding Applicability. (a) The provisions of Article V, Article VI, Article VII, Article VIII and Article XIII of the Original Consent Agreement, as modified by the First Amendment and the Second Amendment, shall apply only to those certain 301.507 and 0.131 acre tracts of real property more particularly described therein (constituting the Land), shall not apply to the Kasper Tract, and the Kasper Developer shall not have any obligations under said provisions. (b) The provisions of Article VA, Article VIA, Article VIIA, Article VIIIA and Article XIIIA of the Original Consent Agreement, as modified by the First Amendment and Second Amendment, shall apply only to that certain 207.147 -acre tract of real property more particularly described in Exhibit A-2 (constituting the Kasper Tract), shall Second Amended Consent Agreement SEWCMUDI Page 6 of 39 not apply to the Land, and neither the Owner nor the Developer shall have any obligations under said provisions. (c) The remaining sections of the Original Consent Agreement, as modified by the First Amendment and Second Amendment, shall apply to each Party according to the terms of each such section. 5. Modification of Woodhull Land Plan. Owner and Developer hereby agree that the following provisions shall apply to Phases 4 through 11 of the Land: (a) at least 85% of the exterior surface area of all elevations visible from a public street or open space/parkland shall consist of brick, stone or stucco; (b) at least 85% of the exterior surface area of all elevations which are not visible from a public street or open space/ parkland shall consist of brick, stone, stucco, or cement based siding; and (c) no more than 50% of any such nonvisible surface area shall consist of cement based siding. 6. Kasper Land Development. The Original Consent Agreement, as amended by the First Amendment, is hereby amended to include a new Article V-A to provide in its entirety as follows: ARTICLE V-A KASPER LAND DEVELOPMENT 5.01A Kasper Land Plan. The City Council hereby approves the Kasper Land Plan attached as Exhibit B-2, and the following uses of the Kasper Tract: Residential, Amenity Center, Open Space and Right of Way. All development of the Kasper Tract shall comply with the Kasper Governing Regulations and the applicable terms of this Agreement. 5.02A Modifications to the Kasper Land Plan. (a) Because the Kasper Tract comprises a significant area and its development will occur in phases over a number of years, modifications to the Kasper Land Plan may become desirable due to changes in market conditions or other factors. Kasper or Kasper Developer may request modifications to the Kasper Land Plan. Minor Modifications of the Kasper Land Plan pertaining to (1) roadway and trail alignments; (2) changes in the density of the specific sections or between phases as shown on the Kasper Land Plan, and (3) changes of less than 20% in the size of any section or phase shown on the Kasper Land Plan, shall be considered Minor Modifications over which the Planning Director will have final review and Second Amended Consent Agreement SEWCMUDI Page 7 of 39 decision-making authority. All other changes to the Kasper Land Plan that are not Minor Modifications shall be considered Major Modifications. Major Modifications to the Kasper Land Plan must be approved an amendment to this Agreement by the City Council. After approval by the City in accordance with this Section, all Minor Modifications and Major Modifications to the Kasper Land Plan shall be recorded by the City at Kasper's or Kasper Developer's expense in the Official Records of Williamson County and thereafter, all references in this Agreement to the Kasper Land Plan shall mean and refer to the then most current approved and recorded Kasper Land Plan. (b) Minor Modifications to the Kasper Land Plan allowed by Section 5.02A 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 Kasper Land 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 effect at the time of such Major Modifications shall apply unless the City Council expressly agrees otherwise. 5.03A Kasper PUD Zoning Application. Development on the Kasper Tract shall conform in all respects to the requirements of the Kasper PUD Ordinance (defined herein). In addition, the following provisions shall also apply to the Kasper Tract: (a) at least 85% of the exterior surface area of all elevations visible from a public street or open space/parkland shall consist of brick, stone or stucco; (b) at least 85% of the exterior surface area of all elevations which are not visible from a public street or open space/ parkland shall consist of brick, stone, stucco, or cement based siding; and (c) no more than 50% of any such nonvisible surface area shall consist of cement based siding. 5.04A Kasper Plat Approval. Subdivision of the Kasper Tract shall require approval of preliminary and final plats by the City in accordance with the UDC. 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 KASPER TRACT THAT NO EVENT OF MATERIAL DEFAULT SHALL EXIST WITH REGARD TO THE PROVISIONS OF THIS AGREEMENT APPLICABLE TO THE KASPER TRACT, KASPER, AND KASPER DEVELOPER; THE KASPER PUD Second Amended Consent Agreement SEWCMUDI Page 8 of 39 ZONING ORDINANCE; OR THE KASPER WASTEWATER SERVICES AGREEMENT AS OF THE FILING DATES FOR SUCH APPLICATIONS. 5.05A Kasper Public Infrastructure. All Kasper Public Infrastructure shall be designed in compliance with the Kasper Governing Regulations, and no construction or installation of the Kasper Public Infrastructure shall begin until plans and specifications have been approved by the City. All Kasper Public Infrastructure shall be constructed and installed in compliance with the Kasper Governing Regulations and shall be inspected to determine compliance. 7. Kasper Transportation Improvements. The Original Consent Agreement, as amended by the First Amendment, is hereby amended to include a new Article VI -A to provide in its entirety as follows: ARTICLE VI -A KASPER TRANSPORTATION IMPROVEMENTS 6.01A Kasper TIA. Prior to the submittal of any development applications related to the Kasper Tract, Kasper or Developer shall prepare, or cause to be prepared, a Traffic Impact Analysis for the Kasper Tract (Kasper TIA) prepared in compliance with Chapter 12.05 of the UDC and this Agreement. After approval of the Kasper TIA by the City, the City shall have the option to determine whether (a) Kasper Developer or District shall construct the traffic -related improvements as required by the Kasper TIA, or (b) Kasper Developer or District shall pay to the City a sum equal to the traffic -related improvement costs identified in the TIA (the "Kasper TIA Improvement Costs"). Notwithstanding the generality of the foregoing, and in addition to but not in lieu of the findings and conclusions in the Kasper TIA and payment (if applicable) of the Kasper TIA Improvement Costs, Kasper Developer or District shall dedicate or convey to the City one hundred ten feet (110') of right-of-way for and construct two lanes of the Minor Arterial Street traversing the Kasper Tract (shown on Exhibit C -2t) (including construction of the paved roadway, landscaping, and a sidewalk on one side of the street and trail on the other side of the street meeting the standards of this Agreement and as more fully set forth in the Kasper PUD Ordinance) in accordance with Section 6.02-A, below. Kasper, Kasper Developer and District understand and agree that Second Amended Consent Agreement SEWCMUDI Page 9 of 39 additional transportation improvements may be required as a result of the City's review of the Kasper TIA, including, for example, payments for construction of the remaining one-half of the Minor Arterial Street. 6.02A Design; Transfer to City. Except as otherwise specifically provided in Article VI -A of this Agreement, Kasper Developer and the District shall design and construct all Kasper Transportation Improvements that are necessary to serve the Kasper Tract in conformance with the Kasper Governing Regulations. Upon completion of construction, the Kasper Transportation Improvements shall be dedicated or transferred to the City for ownership, maintenance and repair as and when any portion of the Kasper Tract adjacent to such Kasper Transportation Improvements is platted or when otherwise required under the Kasper Governing Regulations or the applicable terms of this Agreement. 8. Kasper Public Infrastructure. The Original Consent Agreement, as amended by the First Amendment, is hereby amended to include a new Article VII -A to provide in its entirety as follows: ARTICLE VII -A KASPER PUBLIC INFRASTRUCTURE 7.01A Kasper Water and Wastewater Infrastructure. Kasper, Kasper Developer or the District shall construct all water and wastewater Kasper Public Infrastructure that are necessary to serve the Kasper Tract, including (i) 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 designated easements or rights of way up to the point of service entry by a single customer. All water and wastewater Kasper Public Infrastructure shall be designed and constructed in accordance with the Kasper Governing Regulations and the requirements of any other entity with jurisdiction. 7.02A Kasper Drainage Public Infrastructure. Kasper, Kasper Developer or the District shall construct all drainage Kasper Public Infrastructure serving the Kasper Tract as an integrated storm water system and enhanced regional water quality system that complies with the Kasper Governing Regulations. Second Amended Consent Agreement SEWCMUDI Page 10 of 39 7.03A Transfer of Ownership, Operation and Maintenance for Kasper Public Infrastructure. (a) General. Within ninety (90) days after completion of construction, Kasper or Kasper Developer agree to request the applicable utility service provider to accept the Kasper Public Infrastructure for ownership, operation and maintenance. For any Kasper Public Infrastructure to be conveyed to the City for ownership, operation and maintenance, Kasper or Kasper Developer 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 Kasper and Kasper Developer. Additional requirements applicable to the Kasper Wastewater Improvements are set forth in the Kasper Wastewater Services Agreement attached hereto as Exhibit E-2. (b) Water. The water Kasper Public Infrastructure shall be conveyed to Jonah for operation and maintenance upon completion of construction and compliance with any other requirements of the retail water service provider. Kasper and Kasper Developer agree to comply with all applicable requirements of Jonah. (c) Drainage and Stormwater. (1) Upon completion of construction of the associated street improvements, the drainage and stormwater curbs, inlets, and piping improvements (but specifically excluding holding, detention, retention, or water quality ponds, ditches, swales and the like) shall be dedicated or transferred to the City for ownership, maintenance and repair when any portion of the Land adjacent to such improvements is platted or when otherwise required under the Kasper Governing Regulations. (2) Upon completion of construction, all drainage and stormwater holding, detention, retention, and water quality ponds, ditches, swales and the like shall be dedicated or transferred to the Second Amended Consent Agreement SEWCMUDI Page 11 of 39 District for ownership, maintenance and repair as and when any portion of the Land adjacent to such improvements is platted or when otherwise required by the Kasper Governing Regulations. The drainage and stormwater Kasper Public Infrastructure addressed in this subsection shall be maintained in good condition and working order, ordinary wear and tear excepted. The City shall have no responsibility for the owning, maintaining, operating, or repairing of the Kasper Public Infrastructure addressed in this subsection. 9. Kasper Water, Wastewater, and Other Services. The Original Consent Agreement, as amended by the First Amendment, is hereby amended to include a new Article VIII -A to provide in its entirety as follows: ARTICLE VIII -A KASPER WATER, WASTEWATER, AND OTHER SERVICES 8.01A Kasper Water Services. Retail water service to the Kasper Tract within the District shall be provided by Jonah in accordance with an agreement between Jonah and Kasper or Kasper Developer, a copy of which must be provided to the City's Planning Director and the City's Utility Director no later than the time of submittal of a final plat application for any portion of the Kasper Tract. The City shall have no obligation to provide water service to the Kasper Tract, and approval of any preliminary plat related to the Kasper Tract shall be conditioned upon the provision of a safe and adequate water supply to the Kasper Tract by Jonah. 8.02A Kasper Wastewater Services. Upon construction by Kasper or Kasper Developer and acceptance by the City of the Kasper Wastewater Improvements, retail wastewater service for the Kasper Tract shall be provided by the City in accordance with the "Kasper Wastewater Service Agreement" attached hereto as Exhibit E-2. The City Council of the City of Georgetown, Texas hereby approves Kasper Wastewater Wastewater Services Agreement attached hereto as Exhibit E-2. 8.03A Kasper Garbage Services. Garbage pick-up services shall be provided by the City's solid waste services provider, and customers located in the Kasper Tract shall be Tier II Customers, as set forth in the City's Code of Ordinances Section 13.04.180. 8.04A Kasper Police, Fire and Emergency Medical Services. Second Amended Consent Agreement SEWCMUDI Page 12 of 39 (a) Police, fire and emergency medical services to serve the Kasper Tract will be provided by the City. (b) The City shall collect a fire service improvements program (SIP) fee of $630.00 per residential lot, which SIP fee is due and must be paid at the time of application for a plumbing permit for any residential unit on the Kasper Tract. The SIP Fee shall be paid by the person or entity that seeks the building permit. 10. Section 9.04 of the Original Consent Agreement, as amended by the First Amendment, relating to "Amount of Bonds" is hereby repealed and replaced in its entirety with the following new Section 9.04, which shall provide as follows: 9.04 Amount of Bonds. In consideration of the City's consent to the creation of the District, the District agrees that the total amount of Bonds issued by the District for all purposes shall not exceed FIFTY TWO MILLION NINE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($52,975,000) (the "Bond Limit Amount") for all purposes. The Parties acknowledge and agree that the Bond Limit Amount is sufficient to accomplish the purposes of the District, and that the District, Owner, Developer, Kasper, and Kasper Developer have voluntarily agreed to the Bond Limit Amount. District improvements or facilities, if any, the cost of which exceeds the Bond Limit Amount, shall be dedicated to the District without reimbursement unless otherwise approved by the City Council. The District must issue its Bonds for the purpose of financing reimbursable expenses under Section 49.155 of the Texas Water Code and for the purposes authorized in Section 9.02 of this Agreement prior to or simultaneously with issuance of Bonds for any other purpose. 11. Section 9.12 of the Original Consent Agreement, as amended by the First Amendment, relating to "Dissolution of Districts; Reimbursement Agreements" is hereby repealed and replaced in its entirety with the following new Section 9.12, which shall provide as follows: 9.12 Dissolution of District, Reimbursement Agreements. (a) The District agrees not to issue Bonds for purposes of reimbursing Owner, Developer, Kasper, or Kasper Developer for any costs or expenses after the tenth (10,11) anniversary of the date of the first issuance of Bonds by the District, Second Amended Consent Agreement SEWCMUDI Page 13 of 39 which costs and expenses would otherwise be eligible to be reimbursed by District pursuant to the rules and regulations of the TCEQ or other applicable law, and Owner, Developer, Kasper, and Kasper Developer hereby expressly and irrevocably waive any claims against the City for repayment of such indebtedness. The District agrees that all reimbursement agreements that it enters into with Owner, Developer, Kasper, or Kasper Developer shall include the following provision relating to any sums payable by the City upon dissolution of the District: "If, at the time of dissolution of the District, [Owner, Developer, Kasper or Kasper Developer, as applicable] 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 [Owner, Developer, Kasper or Kasper Developer, as applicable] for the cost of the facilities or undivided interests in facilities, [Owner, Developer, Kasper or Kasper Developer, as applicable] agrees that it will convey the facilities or undivided interests in question to the City, free and clear of any liens, claims, or encumbrances, and [Owner, Developer, Kasper and/or Kasper Developer, as applicable] has waived any payment by the City to which it otherwise would have been eligible for reimbursement from Bond proceeds or any other source. (b) The City agrees that it will not seek to dissolve the District, including pursuant to the authority set forth in Section 43.074 of the Texas Local Government Code, until after the tenth (10t") anniversary of the date of the first issuance of Bonds by the District. 12. Tax Rate Limitation. Kasper and Kasper Developer hereby agree to the Tax Rate Limit set forth in Section 10.01 of the Original Consent Agreement and voluntarily agree to the Tax Rate Limit. 13. Impact Fees. New Section 10.5, relating to "Impact Fees," is hereby added and provides as follows: 10.05 Impact Fees. (a) If Owner or Developer cause completion of construction of the Major Wastewater Facilities to occur on or before the Completion Date pursuant to the Wastewater Services Agreement, then the City shall refund to Owner Second Amended Consent Agreement SEWCMUDI Page 14 of 39 or Developer (according to which Party funded the costs of the Major Wastewater Facilities), those portions of the impact fees collected by the City from wastewater connections on the Land that are applicable to construction of the Major Wastewater Facilities. Any such refunds shall be paid by the City on or before March 31 beginning in the calendar year following acceptance by the City of the Major Wastewater Facilities for operation and maintenance, and ending on the date that is ten (10) years after the City's first payment to Owner or Developer of a refund under this subsection, after which time the City shall have no obligation to refund any impact fees for the Major Wastewater Facilities. Each reimbursement payment shall be for the number of connections within the Land for which wastewater impact fees were collected by the City during the preceding calendar year. (b) If Kasper or Kasper Developer cause completion of construction of the Kasper Major Wastewater Facilities to occur on or before the Completion Date pursuant to the Kasper Wastewater Services Agreement, then the City shall refund to Kasper or Kasper Developer (according to which Party funded the costs of the Major Wastewater Facilities) those portions of the impact fees collected by the City from wastewater connections on the Kasper Tract that are applicable to a completed Kasper Major Wastewater Facility. Any such refunds shall be paid by the City on or before March 31 beginning in the calendar year following acceptance by the City of the Kasper Major Wastewater Facilities required to be completed by the Phase 3 Completion Date, and ending on the date that is ten (10) years after the City's first payment to Kasper or Kasper Developer under this subsection, after which time the City shall have no obligation to refund any impact fees for any Kasper Major Wastewater Facility. Each reimbursement payment shall be for the number of connections within the Kasper Tract for which wastewater impact fees were collected by the City during the preceding calendar year. 14. Authority. Section 11.01 of the Original Consent Agreement, as amended by the First Amendment, relating to "Authority' is hereby repealed and replaced in its entirety with the following Section 11.01, which shall provide as follows: 11.01 Authority. This Agreement is entered into under the statutory authority of Section 54.016 of the Texas Water Code and other laws of the State of Texas. The Parties intend that this Agreement authorize certain general uses and development of the Land and the Kasper Tract; Second Amended Consent Agreement SEWCMUDI Page 15 of 39 provide for infrastructure for the Land and the Kasper Tract; specification the uses and development of the Land and the Kasper Tract; and provide other lawful terms and conditions relating to the Land and the Kasper Tract. 15. Section 13.02(b) of the Original Consent Agreement, as amended by the First Amendment, relating to "Assignment," is hereby repealed and replaced in its entirety with the following new Section 13.02(b), which shall provide as follows: (b) Owner, Developer, Kasper, and Kasper Developer each shall have the right, from time to time, to assign their interests in this Agreement, in whole or in part, including any obligation, right, title or interest under this Agreement, to the District (after the District Creation Date), and to any person or entity (an "Assignee") without the consent of the City, provided that the following conditions are satisfied: (1) Assignee is also an assignee of the Wastewater Services Agreement with respect to any assignment pertaining to the Land, or is an assignee of the Kasper Wastewater Services Agreement with respect to any assignment pertaining to the Kasper Tract; (2) Assignee, if not Developer or the District, is a successor owner of all or any part of the Land; (3) Assignee, if not the Kasper Developer or the District, is a successor owner of all or any part of the Kasper Tract; (4) if not the District, Assignee has a contractual right to be reimbursed for water, sewer or drainage improvements from Bonds (or has a lien or other security interest in such reimbursements); (5) the assignment is in writing executed by the assignor and Assignee in the form of assignment attached as Exhibit "H", in which Assignee expressly assumes in the assignment any assigned obligations and expressly agrees in the assignment to observe, perform, and be bound by the applicable terms of this Agreement, and the Wastewater Services Agreement or Kasper Wastewater Services Agreement (as applicable) to the extent this Agreement, the Wastewater Services Agreement, or the Kasper Wastewater Services Agreement relates to the obligations, rights, titles, or interests assigned; (6) assignor is not then in default under this Agreement, the Wastewater Services Agreement or Kasper Wastewater Services Agreement (as applicable); and (7) a copy of the executed assignment is provided to all Parties within fifteen (15) days after execution. Provided the foregoing conditions are each satisfied, from and after the date the assignment is executed, the City agrees to look solely to Assignee for the performance of all obligations assigned to Assignee and agrees that the assignor shall be released from performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations. No assignment by such assigning party Second Amended Consent Agreement SEWCMUDI Page 16 of 39 shall release the assigning party from any liability that resulted from and act or omission by such assigning party that occurred prior to the effective date of the assignment. The assigning party shall maintain written records of all assignments made by it (including, for each Assignee, the notice information required by this Agreement, and including a copy of each executed assignment) and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. It is specifically intended that this Agreement, and all terms, conditions and covenants herein, shall survive a transfer, conveyance, or assignment occasioned by the exercise of foreclosure of lien rights by a creditor or a Party, whether judicial or non -judicial. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and Assignees. Notwithstanding the foregoing, however, (i) neither Owner nor Developer shall have the right to assign their interests in this Agreement or the Wastewater Services Agreement until Owner transfers all or a portion of its right, title and interest in the Land to Developer; and (ii) neither Kasper nor Kasper Developer shall have the right to assign their interests in this Agreement or the Kasper Wastewater Services Agreement until Kasper transfers all or a portion of its right, title and interest in the Kasper Tract to Kasper Developer. 16. Section 13.03 of the Original Consent Agreement, as amended by the First Amendment, relating to "Remedies," is hereby repealed and replaced in its entirety with the following new Sections 13.03 through 13.06, which shall provide as follows: 13.03 Default and Rights and Remedies for Default. (a) Notification of Default. Any material breach of this Agreement or of the Wastewater Service Agreement shall be a default of this Agreement. If City, Owner or Developer commits a default of this Agreement, one of them that is not in default shall give Notice to the defaulting entity 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"), the defaulting entity 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 entity must commence the cure of any Non -Monetary Default specified in the Notice within thirty (30) days after the date of the Notice, Second Amended Consent Agreement SEWCMUD1 Page 17 of 39 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"). 13.04 City's Remedies During Owner's, Developer's or District's Cure Periods. No Bonds shall be issued by District to reimburse Developer or Owner or any other purpose relating to the Land, and the City shall have all rights to enjoin the issuance of Bonds for such purposes, during the applicable Cure Period for an Owner, Developer or District default relating to the Land. In addition, the City shall be relieved of all of its obligations under this Agreement pertaining to the Land and the Wastewater Service Agreement, including, without limitation, obligations to process or approve applications, permits, plats, plans, acceptance for maintenance and operation, utility connections, utility taps, or any other development or utility -related applications or requests pertaining to the Land, during the applicable Cure Period for an Owner, Developer or District default pertaining to the Land. During the Cure Period, the actions authorized by this Section are the City's exclusive remedies for delay. If the Owner's or Developer'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 under this Agreement, by law or in equity, or by statute or otherwise. 13.05 Rights and Remedies for Default. (a) If the defaulting entity does not cure the default within the applicable Cure Period, and if a non -defaulting entity has not waived the default in writing, then after the expiration of the applicable Cure Period, the non - defaulting entity 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 the Wastewater Service 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 entity 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 constitute a waiver of any right or remedy, or limit or prevent the subsequent Second Amended Consent Agreement SEWCMUDI Page 18 of 39 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. 13.06 City's Right to Terminate. After the expiration of the applicable Cure Period, without regard to Owner's or Developer's or District's partial performance, if any, the City is entitled to terminate this Agreement as it relates to the Land upon written notice to Owner and Developer and District, with the effect set forth in this Section 13.06, if Owner or Developer or District has failed to cure a default under this Agreement or the Wastewater Services Agreement within the applicable Cure Period, and the City has not waived the default in writing, or Owner or Developer or District has failed to satisfy a condition precedent and the City has not waived performance of the condition precedent in writing. Termination of this Agreement as it relates to the Land pursuant to this Section does not terminate, limit or restrict the rights and remedies of the City and is without prejudice to the City's claim for damages. IN ADDITION TO THE CITY'S RIGHT UNDER COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAULT, OWNER, DEVELOPER AND DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CITY AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN ANY LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY'S FEES AND EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE CITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM THE BREACH OR UNCURED DEFAULT AND TERMINATION OF THE AGREEMENT AND ENFORCEMENT OF THIS SECTION. 17. Section 13.04 of the Original Consent Agreement, as amended by the First Amendment, relating to "Cooperation," is hereby renumbered as Section 13.07: 18. New Sections 13.03-A through 13.06-A, relating to "Kasper Default and Rights and Remedies for Default" are hereby added and shall provide as follows: 13.03-A Default and Rights and Remedies for Default. (a) Notification of Default. Any material breach of this Agreement or of the Kasper Wastewater Service Agreement shall be a default of this Second Amended Consent Agreement SEWCMUDI Page 19 of 39 Agreement. If City, Kasper or Kasper Developer commits a default of this Agreement, one of them that is not in default shall give Notice to the defaulting entity 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 Kasper Fiscal Security (each a "Monetary Default"), the defaulting entity 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 entity 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"). 13.04-A City's Remedies During Owner's, Developer's or District's Cure Periods. No Bonds shall be issued by District for reimbursement of Kasper or Kasper Developer or for any other purpose relating to the Kasper Tract, and the City shall have all rights to enjoin the issuance of Bonds for such purposes, during the applicable Cure Period for a Kasper or Kasper Developer or District default pertaining to the Kasper Tract. In addition, the City shall be relieved of all of its obligations under this Agreement pertaining to the Kasper Tract and the Kasper Wastewater Service Agreement, including, without limitation, obligations to process or approve applications, permits, plats, plans, acceptance for maintenance and operation, utility connections, utility taps, or any other development or utility -related applications or requests pertaining to the Kasper Tract, during the applicable Cure Period for a Kasper or Kasper Developer or District default relating to the Kasper Tract. During the Cure Period, the actions authorized by this Section are the City's exclusive remedies for delay. If Kasper's or Kasper Developer'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 under this Agreement, by law or in equity, or by statute or otherwise. 13.05-A Rights and Remedies for Default. (a) If the defaulting entity does not cure the default within the applicable Cure Period, and if a non -defaulting entity has not waived the default in writing, then after the expiration of the applicable Cure Period, Second Amended Consent Agreement SEWCMUDI Page 20 of 39 the non -defaulting entity 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 the Kasper Wastewater Service 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 entity 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 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. 13.06-A City's Right to Terminate. After the expiration of the applicable Cure Period, without regard to Kasper's, Kasper Developer's or District's partial performance, if any, the City is entitled to terminate this Agreement as it relates to the Kasper Tract upon written notice to Kasper, Kasper Developer and District, with the effect set forth in this Section 13.06- A, if Kasper, Kasper Developer or District has failed to cure a default under this Agreement or the Kasper Wastewater Services Agreement within the applicable Cure Period, and the City has not waived the default in writing; or Kasper, Kasper Developer or District has failed to satisfy a condition precedent and the City has not waived performance of the condition precedent in writing. Termination of this Agreement as it relates to the Kasper Tract pursuant to this Section does not terminate, limit or restrict the rights and remedies of the City and is without prejudice to the City's claim for damages. IN ADDITION TO THE CITY'S RIGHT UNDER COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAULT, KASPER, KASPER DEVELOPER AND DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CITY AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN Second Amended Consent Agreement SEWCMUDI Page 21 of 39 ANY LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY'S FEES AND EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE CITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM THE BREACH OR UNCURED DEFAULT AND TERMINATION OF THE AGREEMENT AND ENFORCEMENT OF THIS SECTION. 19. Notice. Section 14.01 of the Original Consent Agreement relating to "Notice" is hereby amended to add the following address for notice for the Kasper Family Limited Partnership and Sentinel Land: Kasper: Kasper Family Limited Partnership 101 Pitchstone Cove Georgetown, TX 78628 Sentinel Land: Sentinel Land Company, LLC 9111 Jollyville Road, Suite 212 Austin, Texas 78731 Attn: David Nairne Email: David—Naime@hotmail.com Sentinel Land Company, LLC 4910 Campus Drive Newport Beach, CA 92660 Attn: Tom Rielly Email: tomr@shamrockcommunities.com 20. First Amended Finance Plan. The City Council of the City of Georgetown, Texas hereby approves the First Amended Finance Plan attached hereto as Exhibit B-2. 21. Kasper Engineering Report. The City Council of the City of Georgetown, Texas hereby approves the "Engineering Report for Annexation of Kasper Tract," attached hereto as Exhibit F-2. 22. Consultant Fees. As additional consideration for this Second Amendment, pursuant to Section 13.10.050(AC) of the UDC, Sentinel Land shall pay City's outside consultant and legal fees and expenses associated with the negotiation and preparation of this Second Amendment and the Kasper Wastewater Services Agreement, which Second Amended Consent Agreement SEWCMUDI Page 22 of 39 amounts shall be paid in full to the City on or before the Effective Date. 23. Cross Default Matters. The Parties specifically acknowledge and agree that a default by Owner or Developer under this Agreement shall not constitute a default by Kasper Developer, and similarly, any default by Kasper Developer under this Agreement shall not constitute a default by Owner or Developer. 24. Future Amendments. The Parties specifically acknowledge and agree that it is their mutual intention that certain potential amendments to the Original Consent Agreement, as amended by the First Amendment and this Second Amendment, shall not require the joinder of all Parties, and therefore agree as follows: (i) Any amendment that relates only to development obligations pertaining to the Land may be executed by Owner, Developer and the City only; (ii) Any amendment that relates only to development obligations pertaining to the Kasper Tract may be executed by Kasper Developer and the City only; (iii) Any amendment of this Agreement that pertains only to the District but that does not impact the issuance of District Bonds or potential reimbursement of any Party may be executed by the City and the District only; and (iv) Notwithstanding the foregoing, no amendment or modification that would delay, impair, or otherwise adversely impact the issuance of the Bonds by the District, or that would impact any Party's right to any proceeds of the District Bonds will be effective without all Parties' execution. Any such amendment or modification not executed by all Parties shall have no force or effect. 25. Relationship of Developer and Owner Parties. It is specifically agreed by the Parties that this Agreement does not create any contractual duty or obligation between Owner, Developer and Kasper Developer. Each such Party is entering into this Agreement to define its respective rights, duties and obligations to the City with respect to the matters set forth in this Agreement only. 26. Miscellaneous. A. Except as specifically otherwise amended by this Second Amendment, all provisions of the Original Consent Agreement, as amended by the First Amendment, shall continue to be in full force and effect. B. Unless defined differently herein or the context clearly requires otherwise, each capitalized term used in this Second Amendment shall have the meaning Second Amended Consent Agreement SEWCMUD1 Page 23 of 39 ascribed to such term in the Original Consent Agreement or the First Amendment (as applicable). C. This Second Amendment may be executed in several counterparts, each of which shall be deemed an original. The signatures to this Second Amendment may be executed on separate pages, and when attached to this Second Amendment shall constitute one (1) complete document. D. The parties agree that the Second Amendment shall be recorded in the Real Property Records of Williamson County, Texas at the expense of the Developer. E. The following Exhibits are attached to this Second Amendment and are hereby incorporated herein by reference for all purposes: Exhibit A-2 Kasper Tract Survey Exhibit B-2 First Amended Finance Plan Exhibit C-2 Kasper Land Plan Exhibit D-2 Kasper PUD Ordinance 2016-24 Exhibit E-2 Wastewater Services Agreement [Kasper Tract] Exhibit F-2 Kasper Engineering Report F. The effective date of this Second Amendment shall be latest date accompanying the signature lines below (the "Second Amendment Effective Date") G. Each Party certifies, represents, and warrants that the execution of this Second Amendment is duly authorized and adopted in conformity with all requirements applicable to such Party. [The remainder of this page is intentionally left blank. Signatures and acknowledgements follow.] Second Amended Consent Agreement SEWCMUDI Page 24 of 39 CITY: ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: By: Charlie McNabb, City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN, TEXAS Dale Ross, Mayor This instrument was acknowledged before me on the day of 2016, by Dale Ross, Mayor of the City of Georgetown, Texas, a home - rule city, on behalf of the City. (seal) Notary Public Signature Second Amended Consent Agreement SEWCMUDI Page 25 of 39 OWNER: WOODHULL FAMILY PARTNERS a Texas general partnership Daniel Y. Kruger STATE OF TEXAS § § COUNTY OF § This instrument was acknowledged before me the day of 2016, by Daniel Y. Kruger of Woodhull Family Partners, a Texas general partnership, on behalf of Woodhull Family Partners. (seal) Notary Public Signature Second Amended Consent Agreement SEWCMUD1 Page 26 of 39 Hollie Woodhull Alexander STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2016, by Hollie Woodhull Alexander of Woodhull Family Partners, a Texas general partnership, on behalf of said general partnership. (seal) Notary Public Signature Second Amended Consent Agreement SEWCMUDI Page 27 of 39 Margaret Woodhull STATE OF COLORADO COUNTY OF This instrument was acknowledged before me on the day of 2016, by Margaret Woodhull of Woodhull Family Partners, a Texas general partnership, on behalf of said general partnership. (seal) Notary Public Signature Second Amended Consent Agreement SEWCMUDI Page 28 of 39 SENTINEL LAND: SENTINEL LAND COMPANY, LLC, a Delaware limited partnership By: Name: Title: Date: THE STATE OF TEXAS § COUNTY OF TRAVIS This instrument was acknowledged before me on this day of 2016, by of Sentinel Land Company, LLC, a Texas limited liability company, on behalf of said limited liability company. (seal) Notary Public Signature Second Amended Consent Agreement SEWCMUDI Page 29 of 39 DEVELOPER: WOODHULL VENTURES 2015, L.P., a Delaware limited partnership By: Sentinel Woodhull GP, LLC, a Texas limited liability company, its General Partner THE STATE OF § COUNTY OF R David Nairne, Vice President This instrument was acknowledged before me on this day of 2016, by David Nairne, Vice President of Sentinel Woodhull GP, LLC, a Texas limited liability company, on behalf of said limited liability company in its capacity as General Partner of Woodhull Ventures 2015, L.P., a Delaware limited partnership. (seal) Notary Public Signature Second Amended Consent Agreement SEWCMUDI Page 30 of 39 KASPER: KASPER FAMILY LIMITED PARTNERSHIP a Texas limited partnership By: Kasper Family Management, LLC, a Texas limited liability corporation, its general partner By: Marilyn K. Messick, Managing Member By: Kristofer A. Kasper, Managing Member (acknowledgements follow on next page) Second Amended Consent Agreement SEWCMUDI Page 31 of 39 DISTRICT: ATTEST: By: Patrick Oliver, Secretary Board of Directors THE STATE OF TEXAS COUNTY OF SOUTHEAST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO.1 Chris Zigrossi, President Board of Directors This instrument was acknowledged before me on this day of 2016, by Chris Zigrossi, President of Southeast Williamson County Municipal Utility District No. 1, a political subdivision of the State of Texas, on behalf of the District. (seal) Notary Public Signature Second Amended Consent Agreement SEWCMUDI Page 32 of 39 Second Amended Consent Agreement SEWCMUDI .r PAPE-DAWSON ENGINEERS �r.•� mom FIELD NOTES FOR A 207.147 ACRE TRACT OF LAND BEING ALL OF A CALLED 207.191 CONVEYED TO KASPER FAMILY LTD PARTNERSHIP IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS AS DESCRIBED IN VOLUME 2150, PAGE 12 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND INCLUDING ALL OF A CALLED SAVE AND EXCEPT 1.00 ACRE TRACT CONVEYED TO KASPER FAMILY LTD PARTNERSHIP RECORDED IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SITUATED IN THE W. ADDISON SURVEY, ABSTRACT NO. 21, IN THE CALVIN BELL SURVEY, ABSTRACT NO. 112 AND THE J. ROBERTSON SURVEY, ABSTRACT NO. 545 IN WILLIAMSON COUNTY, TEXAS. SAID 207.147 ACRE TRACT OF LAND BEING MORE FULLY DESCRIBED AS FOLLOWS, WITH THE BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1983 (CORS 1996), FROM THE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE: BEGINNING At a found Mag Nail in the northeast corner of said 207.191 acre tract, same being the southeast corner of a called 18.12 acre tract conveyed to Blake and Terilyn Henderson recorded in Document No. 2014073916 of the Official Public Records of Williamson County, Texas, also being a point in the west right of way line of RockRide Road, a variable width right of way and the northeast corner of hereof; THENCE S 21040'12" E, with the east line of said 207.191 acre tract, same being the west line of said RockRide Road, a distance of 2788.07 feet to a t/z" iron rod with yellow cap marked "Pape -Dawson" set in the southeast corner of said 207.191 acre tract and easternmost southeast corner hereof-, THENCE S 68051'49" W, with a south line of said 207.191 acre tract, same being the north line of said County Road 111, a distance of 1241.28 feet to a 1" iron pipe found in the southeast ell corner of said 207.191 acre tract and the southeast ell corner of hereof; THENCE S 19059'46" E, with the east line of said 207.191 acre tract, same being the west right of way line of said County Road 111, a distance of 1313.48 feet to a mag nail in asphalt with washer marked "Pape -Dawson" set for the southernmost southeast corner of said 207.191 acre tract, same being a point in the north right of way line of County Road 110, a variable width right of way, and the southernmost southeast corner of hereof, A u s t i n I S a n A n t o n i o i H o u s t o r. I F r t W o rt h I D a I I as Transportation I Water Resources I Land Development I Surveying I Environmental 7800 Shoal Creek Blvd., Suite 220 West, Austin, TX 78757 T: 512.454.8711 www.Pape-Dawson.com Exhibit A-2 Page 1 of 4 207.147 Acre Second Amended Consent Agreement SEWCMUD1 Job No. 50857-00 Page 2 of 3 THENCE S 67056'38" W, with the south line of said 207.191 acre tract, same being the north right of way line of said County Road 111, a distance of 650.12 feet to a t/2" iron rod found in the north right of way line of said County Road 111, same being the southernmost southwest corner of said 207.191 acre tract, also being the southeast corner of said 13.00 acre tract conveyed to Samantha and Justin Kacir recorded in Document No. 2015061464 of the Official Public Records of Williamson County, Texas and southernmost southwest comer of hereof, from which a 60D nail in a fence post found bears N 65°44'27" W, 2.82 feet; THENCE N 21°41'50" W, departing the north right of way line of said County Road 110, with the west line of said 207.191 acre tract, same being the east line of said 13.00 acre tract, a distance of 1190.66 feet to a iron rod with cap marked "RPLS 1481" found for the southwest ell corner of said 207.191 acre tract, same being the northeast corner of said 13.00 acre tract, for the southwest ell corner hereof; THENCE S 68040'56" W, with the south line of said 207.191 acre tract, same being the north line of said 13.00 acre tract and in part the north line of a called 89.64 acre tract conveyed to Milton and Josephine Cockram recorded in Volume 376, Page 334 of the Deed Records of Williamson County, Texas, a distance of 927.76 feet to a t/2" iron rod found for the westemmost southwest corner of said 207.191 acre tract, same being a point in the north line of said 89.64 acre tract, also being the southeast corner of a called 19.00 acre tract, conveyed to Roland T. Burke recorded in Document No. 2003014353 of the Official Public Records of Williamson County, Texas as described in Volume 542, page 521 of the Deed Records of Williamson County, Texas, for the westernmost southwest corner hereof; THENCE N 24007'45" W, with the west line of said 207.191 acre tract, same being the east line of said 19.00 acre tract, a distance of 548.54 feet to a'/2" iron rod with yellow cap marked "Pape - Dawson" set in the west line of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract, for an angle point hereof, THENCE N 21019'50" W, in part with the east line of said 19.00 acre tract conveyed to Milton and Josephine Cockram, with the east line of a called 19.45 acre tract conveyed to Byers, William Bowling Estate recorded in Document No. 2007030759 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to Marroquin, Doris Galvan Trust of Doris Galvan Marroquin Family Trust recorded in Document No. 2007064864 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to June Stafford Marroquin recorded in Document No. 2013099322 of the Official Public Records of Williamson County, Texas, same being the west line of said 207.191 acre tract, a distance of 2380.78 feet to a '/2" iron rod found for the northwest comer of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract conveyed to June Stafford Marroquin, also being a point in the south line of a called 154.11 FdPAPE-DAWSON ENGINEERS Exhibit A-2 R o n Page 2 of 4 207.147 Acre Second Amended Consent Agreement SEWCMUD1 Job No. 50857-00 Page 3 of 3 acre tract conveyed to John Dimmitt Hughes recorded in Volume 276, Page 49 of the Deed Records of Williamson County, Texas and the northwest corner of hereof; THENCE N 69004'40" E, with the south line of said 154.11 acre tract, with the south line of the aforementioned 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1589.23 feet to a 1/z" iron rod with yellow cap marked "Pape -Dawson" set in the north line of said 207.191 acre tract, same being the south line of said 18.12 acre tract, for an angle point hereof; THENCE N 68048'15" E, continuing with the south line of said 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1278.39 feet to the POINT OF BEGINNING and containing 207.147 acres in the City of Austin, Williamson County, Texas. Said tract being described in accordance with a survey made on the ground prepared under Job No. 50857-00 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers, Inc. DATE: October 6, 2015 JOB No.: 50857-00 DOC.ID.: H:\survey\CIVIL\50857-00\Word\207.147Ac.docx TBPE Firm Registration #470 TBPLS Firm Registration #100288-01 CHER .......... � / ........ X PAPE-DAWSON ENGINEERS Exhibit A-2 0 M M Page 3 of 4 s _ TYICil'ALVIroN75MlmxNLK'IXi ilYels p �I , �'�� .. 16+1JvxI5HY•A3AL'iST139 NAT'J TLL V'IL'0.\1JYVI50Y'A3,Y(5 p .. .nm=u w� I � �� ''a.vriml xoa NLIQOY .x3iuwN Rillv!e115 )Y)[i('AL .Yosrmmufosanm3e iRu la�nvoar umnofcon« ^ g i l�Jl�VUIMNQa°n1YiYdDaY4LLni allu�IDCYf Y3iSK101 a3ti�Y0 aW 3.1K N s.n..n, wrnallo.'1'oNaW slcii'.al.' 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I� II 111 ij3a� I Second Amended Consent Agreement SEWCMUDI Southeast Williamson County Municipal Utility District No. 1 Revised Finance Plan - Including Third Builder February 3, 2016 In -City NIUD including Kasper Tract - 4% Annual Increase in Average Home Value Executive Summary (Land Use I Single Family Saddlecreek Kasper Woodhull 190.900 774 Kasper 165.600 726 Cluster Homes (WH) 31.200 234 Townhomes (WH) 13.200 158 Amenity Center 2.900 3,400,000 Open Space 30.800 - ROWs and Easements 11.800 - Undevelopable 62.107 1,000,000 Projected Assessed Valuation Estimated Construction Costs Saddlecreek Kasper Total Developer Contribution Item Saddlecreek Kasper Total Internal Lines & Drainage S 13,820,754.00 S 11,500,000.00 S 25,320,754.00 District Items 2018 5,500,000 2,704,551 Offsite Wastewater 3,400,000 3,200,000 6,600,000 Roads 2,255,746 2,500,000 4,755,746 Recreational Improvements 1,562,500 1,000,000 2,562,500 S 21,039,000.00 S 18,200,000.00 S 39,239,000.00 Total Construction Costs(a) Developer Interest (b) S 1,893,510.00 S 1,354,000.00 S 3,247,510.00 S 22,932,510 S 19,554,000 t S 42,486,510 Total Estimated Costs lel wn nm innuue i,eeuon eno,ngenav�on inu n� e.c.ury anu vw,au, �o, >aaa�<crccr, ana nuK,.,aK��,n�. fb) fk-I.M Ininni cil.Il del en ee, a,J i­­meof.t50°.fo,.pc-dof ncoycu,u.11.-d b., rhe TCEO Number or Acreage House Lot Total Lots Value Woodhull 235.50 S 212,500.00 S 37,500.00 S 250,000.00 774 193500000 Kasper 165.60 218,790 38,610 257,400 726 186,872,400 Total 401.10 1,500 380372400 Projected Ultimate Assessed Value [Bond Issues Type Dev S 380,372,400 Single Family 42,120,000 Cluster Homes (Estimated Assessed Valuation-5180,000/unit) 34,760,000 Townhomes (Estimated Assessd Valuation - 5220,000/Townhome) S 457,252,400 'Includes 5375,000 creation costs allowed by TCEQ Taxes Debt Service Maintenance & Operation City of Georgetown Total Debt Service Maintenance & Operation City or Georgetown Total 2016 Bond Issue Develo er Reimbursement Year Size Saddlecreek Kasper Total 2017 S 2,800,000 S 1,847,050 S - S 1,847,050 2018 5,500,000 2,704,551 1,744,000 4,448,551 2019 8,400,000 4,582,878 2,251,670 6,834,548 2020 8,250,000 2,115,651 4,589,090 6,704,741 2021 8,300,000 3,647,608 3,102,529 6,750,137 2022 4,000,000 2,220,146 999,117 3,219,263 2023 9,000,000 3,698,282 3,527,278 7,225,560 2024 - - - - 2025 6,725,000 2,116,344 3,340,317 5,456,661 5 52,975,000 S 22,932,510 S 19,554,000 S 42,486,510 'Includes 5375,000 creation costs allowed by TCEQ Taxes Debt Service Maintenance & Operation City of Georgetown Total Debt Service Maintenance & Operation City or Georgetown Total 2016 2017 2018 2019 1 2020 1 2021 1 2022 S - S 0.3100 S 0.3790 S 0.5000 S 0.5025 S 0.5270 S 0.5268 0.5400 0.2300 0.1610 0.0400 0.0375 0.0130 0.0132 0.4340 0.4340 0.4340 0.4340 0.4340 0.4340 0.4340 S 0.9740 S 0.9740 S 0.9740 S 0.9740 S 0.9740 S 0.9740 S 0.9740 2023 2024 2025 2026 2027 2028 2029 S 0.5255 S 0.4950 S 0.5205 S 0.5205 S 0.5205 S 0.5205 S 0.5205 0.0145 0.0450 0.0J 95 0.0195 0.0195 0.0195 0.0195 0.4340 0.4340 0.4340 0.4340 0.4340 0.4340 0.4340 S 0.9740 s 0.9740 S 0.9740 S 0.9740 S 0.9740 S 0.9740 S 0.9740 Public Finmrce Group hm prepared the J-llos, ing mr-Irsis aril -g the De, elopers e, u,,g Lund Plan as .-ell as esn.nated cosh, ahes wrd for abs- prions w p,o,,,led bs the Dereh per. and Public Finance Group makes no assurmrces that rhe prope n -h the Dissrict,rill be de, eloped in the rammer herein described File: 2.3.16 Summon 1 EXHIBIT B-2 First Amended Finance Plan =i- 0 N Second Amended Consent Agreement SEWCMUD1 Southeast Williamson County Municipal Utility District No. I Ultimate Projection of Assessed Valuation Projected 2016 Assessed Valuation Cumulative 25 houses Plus: 25 Houses �. 212,500 /House Section 1 S 5,311500.00 0 0 Houses a 212,500 /House Section 2 - 0 0 Houses ,-, 212,500 /House Section 3 - 0 0 Houses a 212,500 /House Section 4 - 0 0 Houses 212,500 /House Section 5 - 0 0 Houses a 212,500 /House Section 6 - 0 0 Houses a 212,500 /House Section 7 - 0 0 Houses 9 212,500 /House Section 8 - 0 0 Houses g 212,500 /House Section 9 - 0 0 Houses 9 212,500 /House Section 10 - 0 0 Houses a 212,500 /House Section 11 - 0 0 Houses a 212,500 /House Section 12 - 0 0 Houses a 212,500 /House Section 13 - 25 25 75 lots Plus: 75 Lots 37,500 /Lot Section 1 2.812.500 0 0 Lots a 37,500 /Lot Section 2 - 0 0 Lots 37,500 /Lot Section 3 - 0 0 Lots 9 37,500 /Lot Section 4 - 0 0 Lots 9 37,500 /Lot Section 5 - 0 0 Lots 9 37,500 /Lot Section 6 - 0 0 Lots a 37,500 /Lot Section 7 - 0 0 Lots � 37,500 /Lot Section 8 - 0 0 Lots 9 37,500 /Lot Section 9 - 0 0 Lots 37,500 /Lot Section 10 - 0 0 Lots 37,500 /Lot Section 11 - 0 0 Lots 37,500 /Lot Section 12 - 0 0 Lots _ 37,500 /Lot Section 13 - 75 75 0 Plus: 0 Cluster Home _ 250,000 /Unit 0 Plus: 0 Townhomes 250,000 /Unit 17.83 Less: 17.83 Acres 15,000 /Acre Single Family 0.00 Less: 0.00 Acres 15,000 /Acre Multi -Family Projected 2017 Assessed Valuation Cumulative 75 houses Plus: 50 Houses a 212,500 /House Section 1 510,625,000.00 30 30 Houses 9 212,500 /House Section 2 6,375,000 0 0 Houses 9 212,500 /House Section 3 - 0 0 Houses a 212,500 /House Section 4 - 0 0 Houses 1 212,500 /House Section 5 - 0 0 Houses a 212,500 /House Section 6 - 0 0 Houses _ 212,500 /House Section 7 - 0 0 Houses _ 212,500 /House Section 8 - 0 0 Houses i 212,500 /House Section 9 - 0 0 Houses Ca 212,500 /House Section 10 - 0 0 Houses 9 212;500 /House Section 11 - 0 0 Houses _ 212,500 /House Section 12 - 0 0 Houses _ 212,500 /House Section 13 - 27 27 Houses _ 218,790 /House Section 1 5,907,330 0 0 Houses _ 218,790 /House Section 2 - 0 0 Houses -a. 218,790 /House Section 3 - 0 0 Houses 218,790 /House Section 4 - 0 0 Houses _ 218,790 /House Section 5 - 0 0 Houses _ 218,790 /House Section 6 - 0 0 Houses ii 218,790 /House Section 7 - 0 0 Houses = 218,790 /House Section 8 - 132 107 75 lots Plus: 0 Lots 37,500 /Lot Section I - 75 75 Lots _ 37,500 /Lot Section 2 2,812,500 0 0 Lots _ 37,500 /Lot Section 3 - 0 0 Lots I_ 37,500 /Lot Section 4 - 0 0 Lots _ 37,500 /Lot Section 5 - 0 0 Lots a 37,500 /Lot Section 6 - 0 0 Lots _ 37,500 /Lot Section 7 - 0 0 Lots _ 37,500 /Lot Section 8 - 0 0 Lots _ 37,500 /Lot Section 9 - 0 0 Lots _ 37,500 /Lot Section 10 - 0 0 Lots _if 37,500 /Lot Section 11 - 0 0 Lots _ 37,500 /Lot Section 12 - 0 0 Lots _ 37,500 /Lot Section 13 - 84 84 Lots a 38,610 /Lot Section 1 3,243,240 0 0 Lots _ 38,610 /Lot Section 2 - 3 EXHIBIT B-2 First Amended Finance Plan S 6,013,500.00 5,312,500 2,812,500 (267,375) S 13,871,125.00 22,907,330 PUBLIC 1.T\ VNCE (XII)t I" Page 3 of 12 Second Amended Consent Agreement SEWCMUD1 0 0 Lots _ 38,610 /Lot Section 3 - 0 0 Lots p 38,610 /Lot Section 4 - 0 0 Lots 38,610 /Lot Section 5 - 0 0 Lots _ 38,610 /Lot Section 6 - 0 0 Lots 38,610 /Lot Section 7 - 0 0 Lots 38,610 /Lot Section 8 - 234 159 6,055,740 0 Plus: 0 Cluster Home 180.000 [Unit - 0 Plus: 0 Townhomesg' 220,000 /Unit - 55.61 Less: 37.79 Acres 15,000 /Acre Single Family (566,835) 0.00 Less: 0.00 Acres a 15.000 /Acre Multi -Family Projected 2018 Assessed Valuation S 42,267,360.00 Plus: 4% Increase 5 42,822,205.00 Cumulative 75 houses Plus: 0 Houses _ 221,000 /House Section 1 $ - 75 45 Houses @ 221,000 /House Section 9,945,000 30 30 Houses 221.000 Mouse Section 3 6,630,000 0 0 Houses 221,000 /House Section 4 - 0 0 Houses 221,000 /House Section 5 - 0 0 Houses a 221,000 /House Section 6 - 0 0 Houses @^a 221,000 /House Section 7 - 0 0 Houses 2217000 Mouse Section 8 - 0 0 Houses g 221,000 Mouse Section 9 - 0 0 Houses g 221,000 Mouse Section 10 - 0 0 Houses a 221,000 Mouse Section 11 - 0 0 Houses a 221,000 Mouse Section 12 - 0 0 Houses a 221,000 Mouse Section 13 - 84 57 Houses 227,542 Mouse Section 1 12,969,871 57 57 Houses 227,542 Mouse Section 2 12,969,871 0 0 Houses �_ 227.542 Mouse Section 3 - 0 0 Houses _ 227,542 Mouse Section 4 - 0 0 Houses 227.542 Mouse Section 5 - 0 0 Houses a 227,542 Mouse Section 6 - 0 0 Houses .. 227,542 Mouse Section 7 - 0 0 Houses 227,542 Mouse Section 8 - 321 189 42,514.742 75 lots Plus: 0 Lots a 39,000 /Lot Section I - 75 0 Lots ,,. 39,000 /Lot Section 2 - 50 50 Lots.a 39,000 /Lot Section 3 1,950,000 0 0 Lots a 39,000 /Lot Section 4 - 0 0 Lots y 39,000 /Lot Section 5 - 0 0 Lots 39,000 /Lot Section 6 - 0 0 Lots .. 39,000 /Lot Section 7 - 0 0 Lots � 39,000 /Lot Section 8 - 0 0 Lots 39,000 /Lot Section 9 - 0 0 Lots 39,000 /Lot Section 10 - 0 0 Lots .. 39,000 /Lot Section 11 - 0 0 Lots 39,000 /Lot Section 12 - 0 0 Lots Ca 39,000 /Lot Section 13 - 84 0 Lots 40,154 /Lot Section I - 71 71 Lots .. 40,154 /Lot Section 2 2,850,962 43 43 Lots 40,154 /Lot Section 3 1,726,639 0 0Lots a 40,154 /Lot Section - 0 0 Lots 40,154 /Lot Section 5 - 0 0 Lots _ 40,154 /Lot Section 6 - 0 0 Lots n 40.154 /Lot Section 7 - 0 0 Lots :a 40,154 /Lot Section 8 - 398 164 6,527,602 75 Plus: 75 Cluster Home .. 180,000 [Unit 13,500,000 13,500,000 79 Plus: 79 Townhomes 220,000 /Unit 17,380,000 17,380,000 94.59 Less: 38.98 Acres tu' 15,000 /Acre Single Family (584,660) 16.60 Less: 16.60 Acres _ 15,000 /Acre Multi -Family (249,000) Projected 2019 Assessed Valuation $ 121,910,889.00 Plus: 4% Annual Increase S 123,623,777.20 Cumulative 75 houses Plus: 0 Houses _ 229,840 Mouse Section 1 S - 75 0 Houses _ 229,840 Mouse Section 2 - 75 45 Houses 229,840 Mouse Section 3 10,342,800 75 75 Houses a, 229,840 Mouse Section 4 17,238,000 0 0 Houses 229,840 Mouse Section 5 - 0 0 Houses a 229,840 Mouse Section 6 - 0 0 Houses a 229.840 Mouse Section 7 - 0 0 Houses n 229,840 Mouse Section 8 - 0 0 Houses _ 229,840 Mouse Section 9 - 0 0 Houses 229,840 Mouse Section 10 - 0 0 Houses ... 229.840 Mouse Section 1 I - . 1111-;�.�� FIN N�(:1 4 (:I,(11 I`' EXHIBIT B-2 First Amended Finance Plan Page 4 of 12 Second Amended Consent Agreement SEWCMUD1 0 0 Houses _ 229,840 /House Section 12 - 0 0 Houses 229,840 /House Section 13 - 84 0 Houses a 236,643 /House Section 1 - 71 14 Houses 236,643 /House Section 2 3,313,006 43 43 Houses a 236,643 /House Section 3 10,175,660 58 58 Houses _ 236,643 /House Section 4 13,725,309 0 0 Houses 236,643 Mouse Section 5 - 0 0 Houses a 236,643 /House Section 6 - 0 0 Houses a 236,643 /House Section 7 - 0 0 Houses a 236,643 /House Section 8 - 556 235 54,794,775 75 lots Plus: 0 Lots 40,560 /Lot Section 1 - 75 0 Lots a 40,560 /Lot Section 2 - 75 25 Lots 40,560 /Lot Section 3 1,014.000 75 75 Lots a 40,560 /Lot Section 4 3,042,000 0 0 Lots a 40,560 /Lot Section 5 - 0 0 Lots C 40,560 /Lot Section 6 - 0 0 Lots Ca 40,560 /Lot Section 7 - 0 0 Lots a 40,560 /Lot Section 8 - 0 0 Lots 40,560 /Lot Section 9 - 0 0 Lots a 40,560 /Lot Section 10 - 0 0 Lots a 40,560 /Lot Section 11 - 0 0 Lots ,- 40,560 /Lot Section 12 - 0 0 Lots 40,560 /Lot Section 13 - 84 0 Lots 41,761 /Lot Section 1 - 71 0 Lots a 41,761 /Lot Section 2 - 43 0 Lots .. 41,761 /Lot Section 3 - 114 114 Lots 41,761 /Lot Section 4 4,760,706 0 0 Lots 41,761 /Lot Section 5 - 0 0 Lots 41,761 /Lot Section 6 - 0 0 Lots _. 41,761 /Lot Section 7 - 0 0 Lots a 41,761 /Lot Section 8 - 612 214 8,816,706 106 Plus: 31 Cluster Home a 180,000 /Unit 5,580,000 5,580,000 79 Plus: 0 Townhomes 220,000 /Unit - - 145.45 Less: 50.86 Acres 15,000 /Acre Single Family (762,910) 2033 Less: 4.13 Acres a 15,000 /Acre Multi -Family (62,000) Projected 2020 Assessed Valuation S 191,990348.22 Plus: 4% Annual Increase S 196,935,299.31 Cumulative 75 houses Plus: 0 Houses 239,034 /House Section 1 S - 75 0 Houses _ 239,034 /House Section 2 - 75 0 Houses 239,034 /House Section 3 - 75 0 Houses a 239,034 /House Section 4 - 30 30 Houses 9 239,034 /House Section 5 7,171,008 0 0 Houses @a 239,034 /House Section 6 - 0 0 Houses a 239,034. /House Section 7 - 0 0 Houses 9 239,034 /House Section 8 - 0 0 Houses 9 239,034 /House Section 9 - 0 0 Houses 239,034 /House Section 10 - 0 0 Houses ,., 239,034 /House Section 11 - 0 0 Houses 9 239,034 /House Section 12 - 0 0 Houses a 239,034 Mouse Section 13 - 84 0 Houses a 246,109 Mouse Section 1 - 71 0 Houses 9 246,109 Mouse Section 2 - 43 0 Houses 246,109 Mouse Section 3 - 114 56 Houses 246,109 Mouse Section 4 13,782,104 58 58 Houses 246,109 Mouse Section 5 14,274,322 0 0 Houses 246,109 Mouse Section 6 - 0 0 Houses 246,109 Mouse Section 7 - 0 0 Houses 246,109 Mouse Section 8 - 700 144 35,227,433 75 lots Plus: 0 Lots a 42,182 /Lot Section 1 - 75 0 Lots 9 42,182 /Lot Section 2 - 75 0 Lots 42,182 /Lot Section 3 - 75 0Lots 9 42,182 /Lot Section - 5 EXHIBIT B-2 First Amended Finance Plan 131' 111,1. FINANCE Page 5 of 12 Second Amended Consent Agreement SEWCMUDI 50 50 Lots _ 42,182 /Lot Section 5 2,109.120 50 50 Lots •a. 42,182 /Lot Section 2,109,120 0 0 Lots 42,182 /Lot Section 7 - 0 0 Lots a 42,182 /Lot Section 8 - 0 0 Lots @ 42,182 /Lot Section 9 - 0 0 Lots a 42,182 /Lot Section 10 - 0 0 Lots _ 42,182 /Lot Section 11 - 0 0 Lots @ 42,182 tot Section 12 - 0 0 Lots 1i 42,182 /Lot Section 13 - 84 0 Lots _ 43,431 /Lot Section I - 71 0 Lots a 43,431 /Lot Section 2 - 43 0 Lots 43,431 /Lot Section 3 - 114 0 Lots _ 43,431 /Lot Section 4 - 114 114 Lots _ 43,431 /Lot Section 5 4,951,134 0 0 Lots a 43,431 /Lot Section 6 - 0 0 Lots _qF 43,431 /Lot Section 7 - 0 0 Lots 43,431 /Lot Section 8 826 214 9,169,374 181 Plus: 75 Cluster Home ii 180,000 /Unit 13,500,000 13,500,000 158 Plus: 79 Townhomes 220,000 /Unit 17,380,000 17,380,000 196.31 Less: 50.86 Acres _ 15,000 /Acre Single Family (762,910) 37.33 Less: 16.60 Acres _ 15,000 /Acre Multi -Family (249,000) Projected 2021 Assessed Valuation S 271,200,196.58 Plus: 4% Increase 279,077,609 Cumulative 75 houses Plus: 0 Houses _ 248,595 /House Section 1 S - 75 0 Houses a 248,595 /]-louse Section 2 - 75 0 Houses a 248,595 /House Section 3 - 75 0 Houses 248,595 /House Section 4 - 50 20 Houses a 248,595 /House Section 5 4,971,899 50 50 Houses _ 248,595 /House Section 6 12,429,747 30 30 Houses 248,595 /House Section 7 7,457,848 0 0 Houses _ 248,595 /House Section 8 - 0 0 Houses 248,595 /House Section 9 - 0 0 Houses 248,595 /House Section 10 - 0 0 Houses _ 248,595 /House Section 11 - 0 0 Houses _ 248,595 /House Section 12 - 0 0 Houses a 248,595 /House Section 13 - 84 0 Houses _ 255,953 /House Section 1 - 71 0 Houses _ 255,953 /House Section 2 - 43 0 Houses _ 255,953 /House Section 3 - 114 0 Houses 9 255,953 /]-louse Section 4 - 114 56 Houses 9 255,953 /House Section 5 14,333,388 58 58 Houses 9 255,953 /House Section 6 14,845,295 0 0 Houses a 255,953 /House Section 7 - 0 0 Houses 255,953 /House Section 8 - 914 214 54,038,177 75 lots Plus: 0 Lots a. 43,870 /Lot Section I - 75 0 Lots a 43,870 /Lot Section 2 - 75 0 Lots a 43,870 /Lot Section 3 - 75 0 Lots 9 43,870 /Lot Section 4 - 50 0 Lots a. 43,870 /Lot Section 5 - 50 0 Lots 43,870 /Lot Section 6 - 50 50 Lots a 43,870 /Lot Section 7 2,193,485 50 50 Lots 43,870 /Lot Section 8 2,193,485 0 0 Lots _ 43,870 /Lot Section 9 - 0 0 Lots _ 43,870 /Lot Section 10 - 0 0 Lots 9 43,870 /Lot Section 11 - 0 0 Lots a 43,870 /Lot Section 12 - 0 0 Lots a 43,870 /Lot Section 13 - 84 0 Lots a4 45,168 /Lot Section 1 - 71 0 Lots a 45,168 /Lot Section 2 - 43 0 Lots a 45,168 /Lot Section 3 - 114 0Lots .. 45,168 /Lot Section - 114 0 Lots a 45,168 /Lot Section 5 - 114 114 Lots o 45,168 /Lot Section 6 5,149,179 0 0 Lots 45,168 /Lot Section 7 - 0 0 Lots 45,168 /Lot Section 8 1040 214 9,536,149 234 Plus: 53 Cluster Home _ 180,000 /Unit 9,540,000 9,540,000 158 Plus: 0 Townhomes a 220,000 /Unit - - 247.17 Less: 50.86 Acres _ 15,000 /Acre Single Family (762,910) 44.40 Less: 7.07 Acres 15,000 /Acre Multi -Family (106,000) Projected 2022 Assessed Valuation S 351,323,024.20 Plus 4% Increase S 362,486,128.54 6 t.11( A I EXHIBIT B-2 First Amended Finance Plan Page 6 of 12 Ll Second Amended Consent Agreement SEWCMUD1 Cumulative 75 houses Plus: 0 Houses a 258,539 /House Section 1 75 0 Houses C. 258,539 /House Section 2 75 0 Houses 9 258,539 /House Section 3 75 0 Houses 9 258,539 /House Section 4 50 0 Houses a 258,539 /House Section 5 50 0 Houses C 258,539 /House Section 6 50 20 Houses Ca 258,539 /House Section 7 50 50 Houses Ca 258,539 !House Section 8 30 30 Houses 258,539 /House Section 9 0 0 Houses C 258,539 /House Section 10 0 0 Houses IS 258,539 /House Section 11 0 0 Houses a 258,539 /House Section 12 0 0 Houses C 258,539 /House Section 13 84 0 Houses C. 266,191 /House Section 1 71 0 Houses Ca 266,191 /House Section 2 43 0 Houses C 266,191 /House Section 3 114 0Houses C 266,191 /House Section 114 0 Houses a 266,191 /House Section 5 114 56 Houses Ca 266,191 /House Section 6 58 58 Houses C 266,191 /House Section 7 0 0 Houses a 266,191 /House Section 8 1128 214 75 lots Plus: 0 Lots Ca 45,624 /Lot Section 1 75 0 Lots C 45,624 /Lot Section 2 75 0 Lots r 45,624 /Lot Section 3 75 0 Lots C. 45,624 /Lot Section 4 50 0 Lots C 45,624 /Lot Section 5 50 0 Lots C 45,624 /Lot Section 6 50 0 Lots Ca 45,624 /Lot Section 7 50 0 Lots C 45,624 /Lot Section 8 50 50 Lots C 45,624 /Lot Section 9 0 0 Lots C 45,624 /Lot Section 10 0 0 Lots C 45,624 /Lot Section 11 0 0 Lots @ 45,624 /Lot Section 12 0 0 Lots ra 45,624 /Lot Section 13 84 0 Lots Ca 46,975 /Lot Section 1 71 0 Lots 46,975 /Lot Section 2 43 0 Lots :g 46,975 /Lot Section 3 114 0 Lots a 46,975 /Lot Section 4 114 0 Lots @ 46,975 /Lot Section 5 114 0 Lots C. 46,975 /Lot Section 6 114 114 Lots C. 46,975 /Lot Section 7 0 0 Lots Ca 46,975 /Lot Section 8 1204 164 234 Plus: 0 Cluster Home g 180,000 /Unit 158 Plus: 0 Townhomes Ca 220,000 [Unit 286.15 Less: 38.98 Acres Ca 15,000 /Acre Single Family 44.40 Less: 0.00 Acres Ca 15,000 /Acre Multi -Family Projected 2023 Assessed Valuation Plus 4% Increase Cumulative 75 houses Plus: 0 Houses 268,880 /House Section 1 75 0 Houses C 268,880 /House Section 2 75 0 Houses 9 268,880 /House Section 3 75 0 Houses n 268,880 /House Section 4 50 ' 0 Houses a. 268,880 /House Section 5 50 0 Houses 9 268,880 /House Section 6 50 0 Houses 268,880 /House Section 7 50 0 Houses 268,880 /House Section 8 50 20 Houses 268,880 /House Section 9 50 50 Houses 268,880 /House Section 10 30 30 Houses 268,880 /House Section II 0 0 Houses L 268,880 /House Section 12 0 0 Houses a 268,880 /House Section 13 84 0 Houses C. 276,839 /House Section 1 71 0 Houses a 276,839 /House Section 2 43 0 Houses Ca 276,839 /House Section 3 114 0 Houses 9 276,839 /House Section 4 114 0 Houses 9 276,839 /House Section 5 114 0 Houses 9 276,839 /House Section 6 114 56 Houses 276,839 /House Section 7 58 58 Houses 9 276,839 /House Section 8 1342 214 75 lots Plus: 0 Lots a 47,449 /Lot Section 1 75 0 Lots 9 47,449 /Lot Section 2 75 0 Lots 47,449 /Lot Section 3 75 0 Lots a 47,449 /Lot Section 4 50 0 Lots a 47,449 /Lot Section 5 50 0 Lots 9 47,449 /Lot Section 6 7 EXHIBIT B-2 First Amended Finance Plan S 5,170,775 12.926.937 7,756,162 14,906,723 15,439,106 2,281,224 5,355,146 S - 5,377,606 13,444,015 8,066,409 15,502,992 16,056,671 56,199,704 7,636,371 (584,660) S 425,737,543.01 S 440,236,988.15 58,447,692 PL IIIAC Page 7 of 12 Second Amended Consent Agreement SEWCMUDI 50 0 Lots _ 47,449 /Lot Section 7 - 50 0 Lots _ 47,449 /Lot Section 8 - 50 0 Lots _ 47,449 /Lot Section 9 - 50 50 Lots _ 47,449 /Lot Section 10 2,372,473 0 0 Lots ,a 47,449 /Lot Section I l - 0 0 Lots 47,449 /Lot Section 12 - 0 0 Lots a 47,449 /Lot Section 13 - 84 0 Lots 48,854 /Lot Section I - 71 0 Lots C 48,854 /Lot Section 2 - 43 0 Lots a 48,854 /Lot Section 3 - 114 0 Lots 48,854 /Lot Section 4 - 114 0 Lots 48,854 /Lot Section 5 - 114 0 Lots a 48,854 /Lot Section 6 - 114 0 Lots CO 48,854 /Lot Section 7 - 72 72 Lots 48,854 /Lot Section 8 3,517,486 1326 122 5,889,959 234 Plus: 0 Cluster Home _ 180,000 /Unit - - 158 Plus: 0 Townhomes a 220,000 /Unit - - 315.15 Less: 29.00 Acres .. 15,000 /Acre Single Family (434,930) 44.40 Less: 0.00 Acres 15,000 /Acre Multi -Family - Projected 2024 Assessed Valuation S 504,139,708.98 Plus 4% Increase S 521,749,188.51. Cumulative 75 houses Plus: 0 Houses a 279,636 /House Section 1 S - 75 0 Houses 279,636 /House Section 2 - 75 0 Houses Ca 279,636 /House Section 3 - 75 0 Houses a 279,636 /House Section 4 - 50 0 Houses 279,636 /House Section 5 50 0 Houses 279,636 /House Section 6 - 50 0 Houses Ca 279,636 /House Section 7 - 50 0 Houses 279,636 /House Section 8 - 5o 0 Houses a 279,636 /House Section 9 5o 0 Houses 279,636 Mouse Section 10 75 45 Houses 279,636 Mouse Section 11 12,583,598 50 50 Houses _ 279,636 Mouse Section 12 13,981,775 0 0 Houses 279,636 Mouse Section 13 - 84 0 Houses 287,913 Mouse Section 1 - 71 0 Houses 287,913 Mouse Section 2 - 43 0 Houses ¢ 287,913 Mouse Section 3 114 0 Houses g 287,913 Mouse Section 4 - 114 0 Houses 287,913 Mouse Section 5 - 114 0 Houses 287,913 Mouse Section 6 - 114 0 Houses 287,913 Mouse Section 7 - 72 14 Houses a 287,913 Mouse Section 8 4,030,778 1451 109 30,596,151 EXHIBIT B-2 First Amended Finance Plan Page 8 of 12 Second Amended Consent Agreement SEWCMUDI 75 lots Plus: 0 Lots 49,347 /Lot Section 1 75 0 Lots ._ 49,347 /Lot Section 2 75 0 Lots a 49,347 /Lot Section 3 75 0 Lots a 49,347 /Lot Section 4 50 0 Lots a 49,347 /Lot Section 5 50 0 Lots 9 49,347 /Lot Section 6 50 0 Lots o 49,347 /Lot Section 7 50 0 Lots @a 49,347 /Lot Section 8 50 0 Lots C 49,347 /Lot Section 9 50 0 Lots a 49,347 /Lot Section 10 75 75 Lots 49,347 /Lot Section 11 50 50 Lots .. 49,347 /Lot Section 12 0 0 Lots 49,347 /Lot Section 13 84 0 Lots C 50,808 /Lot Seciion 1 71 0 Lots a 50,808 /Lot Section 2 43 0 Lots C 50,808 /Lot Section 3 114 0 Lots C 50,808 /Lot Section 4 114 0 Lots 50,808 /Lot Section 5 114 0 Lots C 50,808 /Lot Section 6 114 0 Lots 50,808 /Lot Section 7 72 0 Lots 50,808 /Lot Section 8 1451 125 234 Plus: 0 Cluster Home Ca 180,000 /Unit 158 Plus: 0 Townhomes ,. 220,000 /Unit 344.85 Less: 29.71 Acres C 15,000 /Acre Single Family 44.40 Less: 0.00 Acres C 15,000 /Acre Multi -Family Projected 2025 Assessed Valuation Plus 4% Increase Cumulative 75 houses Plus: 0 Houses a 290,821 /House Section 1 75 0 Houses a 290,821 /House Section 2 75 0 Houses 290,821 /House Section 3 75 0 Houses a 290,821 /House Section 4 50 0 Houses C 290,821 /House Section 5 50 0 Houses ,_, 290,821 /House Section 6 50 0 Houses a 290,821 /House Section 7 50 0 Houses 9 290,821 /House Section 8 50 0 Houses a 290,821 /House Section 9 50 0 Houses 9 290,821 /House Section 10 75 0 Houses a 290,821 /House Section 11 50 0 Houses C 290,821 /House Section 12 49 49 Houses C 290,821 /House Section 13 84 0 Houses a 299,429 /House Section 1 71 0 Houses 299,429 /House Section 2 43 0 Houses a 299,429 /House Section 3 114 0 Houses C 299,429 /House Section 4 114 0 Houses a 299,429 /House Section 5 114 0 Houses a 299,429 /House Section 6 114 0 Houses C. 299,429 /House Section 7 72 0 Houses a 299,429 /House Section 8 1500 49 75 lots Plus: 0 Lots a 51,321 /Lot Section 1 75 0 Lots a 51,321 /Lot Section 2 75 0 Lots C 51,321 /Lot Section 3 75 0 Lots 51,321 /Lot Section 4 50 0 Lots C. 51,321 /Lot Section 5 50 0 Lots 51,321 /Lot Section 6 50 0 Lots 51,321 /Lot Section 7 50 0 Lots a 51,321 /Lot Section 8 50 0 Lots C 51,321 /Lot Section 9 50 0 Lots a 51,321 /Lot Section 10 75 0 Lots 9 51,321 /Lot Section 11 50 0 Lots 9 51,321 /Lot Section 12 49 49 Lots 9 51,321 /Lot Section 13 84 0 Lots C 52,840 /Lot Section 1 71 0 Lots a 52,840 /Lot Section 2 43 0 Lots a 52,840 /Lot Section 3 114 0 Lots 9 52,840 /Lot Section 4 114 0 Lots C 52,840 /Lot Section 5 114 0 Lots 9 52,840 /Lot Section 6 114 0 Lots 9 52,840 /Lot Section 7 72 0 Lots 9 52,840 /Lot Section 8 1500 49 234 Plus: 0 Cluster Home 180,000 /Unit 158 Plus: 0 Townhomes C 220,000 /Unit 356.50 Less: 11.65 Acres 15,000 /Acre Single Family 44.40 Less: 0.00 Acres _ 15,000 /Acre Multi -Family Projected 2026 Assessed Valuation 9 EXHIBIT B-2 First Amended Finance Plan S 3,701,058 2,467,372 14,250,225 2,514,746 6,168,430 (445,625) S 558,068,144.51 S 578,938,112.05 14,250,225 2,514,746 (174,685) S 595,528,397 92 Pi I>I .It t;I;t )I I Page 9 of 12 - e z 3 - -L+ �E _ cu a Z2 2 - SSS, i; n - 3 d W q _ - N 0 C N o F5 n- LL �S= dC C CD N c r d 5t S N N a a x C d _g$ _ € ::s €gam _ e W Ol - (n „ < °c3 - C E c dd n.J - e z 3 - -L+ c o n F O F L y -- `> Ci 6 F C% c o c^ x o '� c z T � N � c o c• Q Q < c. -� c v c � c vc co c c •_ .� �, c 00 c o c v V o n oc 0 r V Vf Vi VI V1 A vi vi � O�— O h O O r W C 'V• C rf O — — O M N C C O — O P Vi Vi Vi fn K '� fn Vf FA uS M IA Vl b9 Vi 1n N Yi 49 Ni 49 Ifl � b9 Vi Vi � Y Vi V1 FA 4! _ V U G � M P f/i M .-. 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M M — � O c � 0 0 N 0 0 0 0 0 0 0 0 0 o 0 0 0 o C I o 0 o v 'r. o o r -- co 0 0 0 0 0 o v o Q .•i ..i v. v 0 1 o 0 Y c5 0 M� c M V r^ c o n F O F L y -- `> Ci 6 F C% r O F o < c v c r O c c _ _ _ m c _ E c m _ _ ry _ ry _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ U r r, r. r. r, r. r. r. r. r. r.ry N -r V r. v-ry Tz a a> aiiv e> ee-r `vv .re ^ aw CSi w w ay� w��ee T T»ve�av-.-rv'e �e .� r. r. r. •Iw 6 y� N ry ry ry n n ry ry N n ry n n N ry N ry N ry n ry ry ry N ry ' - 44 'a,.28I wv, v. v. r. v. v. v. v. v. ..H v. v. v. v. v. •n v. r.w c jI ��_ _-_ -_ _ r_�•nN�r c dN'S v. r. v. v. v. v. v.v.v.v. v. v. v. v. v. v. v, v.., v. •.�v.n v.H • n `•� w H --------------- _ I _ � Ee ❑ "' _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ U H w F w w a >) >I ry rvrvrvrvrvrvry«rvNarvarvrvnrvnrvrvrvnrvrvrvrvtvrvrvrvnrvNry N d m \ i j r! � AAAA |f|!! AAAA! ;\|�| �|.|. :Atli _ . � ( 2] m \ i j r! � AAAA |f|!! AAAA! ;\|�| �|.|. :Atli _ . � ORDINANCE NO. An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone 207.147 acres of land in the Addison Survey from Agriculture (AG) to Planned Unit Development District (PUD) with a base zoning of Residential Single- family (RS) District, to be known as the Kasper Tract; repealing conflicting ordinances and resolutions; including a severability clause; and establishing an effective date. Whereas, an application has been made to the City for the purpose of amending the Official Zoning Map, adopted on the 12th day of June, 2012, for the specific Zoning District classification of the following described real property ("The Property"): 207.147 acres of the Addison Survey, as described in the attached survey, hereinafter referred to as "The Property"; and Whereas, the City Council has submitted the proposed amendment to the Official Zoning Map to the Planning and Zoning Commission for its consideration at a public hearing and for its recommendation or report; and Whereas, public notice of such hearing was accomplished in accordance with State Law and the City's Unified Development Code through newspaper publication, signs posted on the Property, and mailed notice to nearby property owners; and Whereas, the Planning and Zoning Commission, at a meeting on February 2, 2016, held the required public hearing and on February 16, 2016 submitted a recommendation of approval to the City Council for the requested rezoning of the Property; and Whereas, the City Council, at a meeting on February 23, 2016, held an additional public hearing prior to taking action on the requested rezoning of the Property. Now, therefore, be it ordained by the City Council of the City of Georgetown, Texas, that: Section 1. The facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this Ordinance implements the vision, goals, and policies of the Georgetown 2030 Comprehensive Plan and further finds that the enactment of this Ordinance is not inconsistent or in conflict with any other policies or provisions of the 2030 Comprehensive Plan and the City's Unified Ordinance Number: Page I of 2 Description: Kasper PUD Ordinance Case File Number: REZ-2016-01 Date Approved: Exhibits A -B -C Attached Development Code. Section 2. The Official Zoning Map, amending the Planned Unit Development District adopted as Ordinance 2014-102, in accordance with the attached Exhibit (Location Map), Exhibit B (Legal Description), and Exhibit C (Proposed PUD Amendment) and incorporated herein by reference. Section 3. All ordinances and resolutions, or parts of ordinances and resolutions, in conflict with this Ordinance are hereby repealed, and are no longer of any force and effect. Section 4. If any provision of this Ordinance or application thereof to any person or circumstance shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are hereby declared to be severable. Section 5. The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This ordinance shall become effective in accordance with the provisions of state law and the City Charter of the City of Georgetown. APPROVED on First Reading on the 23rd day of February, 2016. APPROVED AND ADOPTED on Second Reading on the 811, day of March, 2016. THE CITY OF GEORGETOWN: Dale Ross Mayor APPROVED AS TO FORM: Charlie McNabb City Attorney Ordinance Number: Description: Kasper PUD Ordinance Date Approved: ATTEST: Shelley Nowling City Secretary Case File Number: REZ-2016-01 Exhibits A -B -C Attached Page 2 of 2 11 T, GEORGETOWN TEXAS Location Map REZ-2016-001 Exhibit #1 Legend ® Site C Parcels ©City Limits Georgetown ETJ N S4M HOUSTON AVE �i�1 ''''mss'/ ` '�''�✓ P �•� eor9et��J . � ���. rear9 /. a . . . . . / 0 RE- -201. k 77,7 `\o U 1,500 3,000 Feet •�••-,��•°'.•••••••••mv� wssnewIvu "iilm"uvausv�.anxis rneii��m»u.�uaryv w•.aanatts sl �I ••• rmna'm•'.n nuwavrn,aao �erialmo�osimnce eosaem3n�narurv� Iovumnwtwloc � s i �t..ant �.o.. t^ atn..ru.,s�. 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Partner Lane Building A, Suite 220 Austin, Tx 78727 Exhibit A Kasper Planned Unit Development A. Purpose and Intent The Kasper PUD is composed of 207.147 acres, as described in Exhibit B (Field Notes). The development of this property is planned as a high quality, residential community with multiple residential opportunities in a variety of lot sizes and configurations. The contents of this PUD further explain and illustrate the overall appearance and function desired for this community. A Concept Plan has been attached to this PUD, Exhibit C. to illustrate the design intent for the property. The Concept Plan is intended to serve as a guide to illustrate the general community vision and design concepts and is not intended to serve as a final document. . B. Applicability and Base Zoning All aspects regarding the development of this PUD shall comply with the version of the Georgetown Unified Development Code (UDC) in effect at the date of PUD approval, except as established in this PUD exhibit, titled Exhibit A. For the purpose of complying with the UDC requirement of selecting a base zoning district, the following base district has been selected for the residential areas: RS — Residential Single Family This PUD allows the definition of final lot boundaries during the platting process. All neighborhoods within the PUD will comply with the modified development standards of this PUD. In the case that this PUD does not address a specific City requirement, the Georgetown Unified Development Code shall apply. In the event of a conflict between this PUD and the base zoning district, this PUD shall control. C. Concept Plan Exhibit C attached is a conceptual development plan intended to visually convey the design intent for the Kasper community. The design of the community is not final, and is subject to refinement during the platting and site planning stages. This PUD zoning document does not constitute plat or site plan approval of the attached plan. The residential component of the project is comprised of a mix of various single family detached products. Additionally, Kasper will include a cohesive network of open spaces, including parks, greenbelts, water quality areas, trails, and a resident's amenity center. Kasper - Planned Unit Development Page 2 of 16 D. Allowable / Prohibited Uses The following uses within the Kasper PUD shall comply with the list of allowed and prohibited uses defined in the Georgetown UDC Chapter 5 Zoning Use Regulations. E. Lot Design Standards Residential Areas: Kasper will include a variety of detached residential product types and sizes. The residential areas shall be developed according to the following regulations: ■ 50'and wider lot width — Develop under Georgetown UDC regulations for RS ■ Zero Lot line — Develop under Georgetown UDC regulations for RS, Section C.3 ■ Lots smaller than 50' in width will develop under regulations included in this PUD. The following unit count parameters and design standards have been established: Maximum Residential Units The requested residential total will not exceed 775 units. There shall be a minimum of 25% of the total units in each lot size (40s, 50s and 60s) and a maximum of 50% of the total units in any one lot size. The preliminary plat and any subsequent amendments to the plat shall contain a lot mix table outlining the percentage of each lot size. Masonry Requirements: At least 85% of the exterior surface area of all elevations visible from a public street or open space/ parkland shall consist of brick, stone or stucco. At least 85% of the exterior surface area of all elevations which are not visible from a public street or open space/ parkland shall consist of brick, stone, stucco, or cement based siding. No more than 50% of any wall shall consist of cement based siding. Parking Requirement Every lot within Kasper shall provide a minimum of 2 parking spaces. The garage shall count as a minimum of one parking space as long as the garage is a minimum of 20 feet in depth, and as two spaces if the garage is more than 400 square feet. The driveway shall count as a minimum of one parking space as long as the driveway is a minimum of 20 feet deep, measured from the right of way line, so as to avoid an obstruction to the sidewalk within the right of way. Driveways Kasper - Planned Unit Development Page 3 of 16 For detached residential lots, Georgetown UDC Section 12.03.010.c.3 shall be modified as follows: On local streets, no driveway is permitted closer to a corner than 40' for lots 50' and narrower. Measurement shall be taken from the edge of street pavement to the center of the driveway. INTERIOR LOT CORNER LOT 45' 50' REAR SETBACK 11 III i _ I I I X101 1 I IY U BUILDING I I I BUILDING I m IENVELOPEI IENVELOPEIw U) I� b I° ° U) 11 III � —I FRONT SETBACK — 1.VE Y� (10'115') I -- 40' MINIMUM SINGLE FAMILY DETACHED LOT 50' WIDE AND NARROWER CORNER LOT DRIVEWAY DIAGRAM Georgetown UDC Section 12.03.010.D.5 shall be modified as follows: Up to 30 residential lots shall be allowed to face onto a residential collector street with a driveway spacing of 50 feet measured from the center of the driveway. All other driveways must meet the minimum spacing requirement outlined in the UDC. Driveways shall be allowed along Residential Collectors as permitted in the UDC. Georgetown UDC Section 12.03.010.D.6 shall be modified as follows: On collector streets no driveway is permitted closer to a corner than 50 feet. Kasper - Planned Unit Development Page 4 of 16 The Kasper development will comply with the Development Standards set forth in Table E.1 Table E.1 — Development Standards *Lots with side entry garage may reduce the front setback to 15% ** Setbacks shall be measured from the outside of the brick. Eaves and overhangs are permitted to encroach within the setbacks a maximum of 18 inches per Section 6.05.020 C7. Zero lot line product is allowed when it follows Section 6.03.050 C3 standards. ***Impervious cover shall be calculated over the entire Kasper subdivision gross site area, excluding the Kenney Fort Blvd. right of way. Individual lots within Kasper may contain up to 60% impervious cover as long as the entire subdivision remains at 50% or less of the gross site area. Tabulation of the impervious cover shall be noted and calculated during the platting stage and included on the plat for each neighborhood. Kasper - Planned Unit Development Page 5 of 16 RESIDENTIAL USES Base District RS DETACHED 50' and wider lots See Base District RS DETACHED Narrower than 50 ft. lot no alley Impervious Cover 50%*** 50% Lot Width 50 ft. 40 ft. (minimum) Front Setback 20 ft./ 15 ft* 20 ft. (minimum) Side Setback 0/5 ft.** 0/5 ft.** (minimum) Corner Setback 15 ft. 10 ft (minimum) Rear Setback 10 ft. 10 ft (minimum) Building Height 35 ft. 35 ft (maximum) Lot Area 5,500 s.f. 4,400 s.f. (minimum) *Lots with side entry garage may reduce the front setback to 15% ** Setbacks shall be measured from the outside of the brick. Eaves and overhangs are permitted to encroach within the setbacks a maximum of 18 inches per Section 6.05.020 C7. Zero lot line product is allowed when it follows Section 6.03.050 C3 standards. ***Impervious cover shall be calculated over the entire Kasper subdivision gross site area, excluding the Kenney Fort Blvd. right of way. Individual lots within Kasper may contain up to 60% impervious cover as long as the entire subdivision remains at 50% or less of the gross site area. Tabulation of the impervious cover shall be noted and calculated during the platting stage and included on the plat for each neighborhood. Kasper - Planned Unit Development Page 5 of 16 F. Parkland/Trails/Open Space Open space within Kasper will create a network of trails and parkland that creates distinct neighborhoods and provides pedestrian walkways throughout the community. Per UDC Section 13.05.010, B, Formula for Calculating Area of Parkland, the acreage contributed for parkland shall be pro -rated in an amount equal to one acre for each 50 new detached single family dwelling units. As illustrated on Exhibit D, Open Space Summary, the Kasper PUD Concept Plan illustrates approximately 22.5 acres of public parkland/open space; a mix of greenbelts, open space, trail corridors, parks and water quality amenity lakes. The aforementioned open space shall fully satisfy the park land requirement for Kasper. Phase One of the development shall include the land area for a private amenity center as well as a minimum of five acres of parkland. The remaining parkland dedication will correspond with the adjacent subdivision construction phases. The Kasper community will include a private amenity center within the first phase land dedication that will be built as part of the second phase of the project. The amenity center will contain a resident's only swimming pool and pool building, as well as open public recreation facilities such as a public parking lot, playground, trail access, and an open play area. Pedestrian circulation will be a vital component of the Kasper community. The following summary describes the location and approximate linear footage of sidewalk proposed within Kasper: ■ 5,500 linear feet of 8' wide sidewalk will be incorporated into a centralized open space greenbelt and will connect parks and neighborhoods. The sidewalk shall be constructed of concrete. ■ 4,200 linear feet of 8' wide, concrete bike and walking sidewalk will be located along the south and west side of Rockride Lane/Kenney Fort Blvd. Water quality ponds may be located along the greenbelt of Kasper and will be designed as an amenity feature that enhances the adjoining residential neighborhoods. All facilities utilized as credit toward parkland requirements shall be open to the public and shall be privately maintained by the Kasper MUD and/or homeowner's association. G. Roadway Design The Kasper vehicular circulation pattern provides access to all parts of the project from Rockride Lane, Future Kenney Fort Blvd. extension, and Westinghouse Road. See Exhibit C for roadway circulation and right of way classification. Roadway design Kasper - Planned Unit Development Page 6 of 16 standards shall be governed by the Georgetown UDC, Section 12.03, Streets unless modified within this PUD. The primary community entry will be from Rockride Lane at the southeastern area of Kasper, as illustrated on Exhibit C. The primary roadway will serve as the entrance for the residential areas of the community. The roadway may be median divided for a segment of the entry experience from Rockride to the amenity center park area and transition to a 65' Residential Collector or 73' Major Collector right of way with 30' of pavement, dependent on the TIA findings for right of way classification. Where the roadway is median divided, a minimum of 20' of pavement will be maintained on the inbound and outbound portions of the roadway. Other than as provided herein, the remainder of this roadway shall be designed to meet the UDC requirements for a residential collector. A minimum reserve of 110 feet of ROW and improvement of one-half of the ultimate minor arterial roadway section within the boundary of Kasper shall be required. Additional improvements may be required as a result of the City's review of a traffic impact analysis for the subdivision including contribution to construction of the remaining one-half of the minor arterial roadway section. Internal local streets within Kasper shall utilize a 50' right of way with 28' of pavement measured from back of curb to back of curb. On street parking shall be restricted to one side of the street. A sign will be placed at entries into residential neighborhoods stating that parking is restricted to one (1) side of the street. The final sign language is to be determined and agreed to by the City and Applicant prior to installation. Roadway Landscaping: Along the extension of the Kenney Fort Boulevard arterial, landscaping shall be provided between the back of the lots and the right way in the following quantities: ■ A minimum of 5' of landscape area will be provided between the right of way and the back of lots, with an average width of 10' ■ 2 shade trees, minimum of 3 inch caliper and 5 five gallon shrubs for every 1,000 square feet of landscape area located between the right of way and the back of lots Landscape in Right of Way: The Kasper PUD shall allow the planting of trees and vegetation within internal medians and public right-of-ways. The Developer or Homeowners Association is responsible for landscape maintenance and irrigation within the landscape lots and right of way. Landscape within the right of way shall require a license agreement with the City. Tree species, spacing and irrigation requirements shall be approved by the City Arborist. H. Signage Kasper - Planned Unit Development Page 7 of 16 Exhibit E illustrates the location of signage within the Kasper community. Subdivision Entry Signs (see Exhibit F) Primary subdivision entry monument signs shall be located along Rockride Lane and the future extension of Kenney Fort Blvd., as illustrated on Exhibit E. A conceptual design for the freestanding monument signs is illustrated on Exhibit F. The sign scale and dimensions shall not exceed the dimensions illustrated on Exhibit F. Exhibit F shall replace the size restrictions described in Chapter 10 of the Unified Development Code. The signs shall be located a minimum of 20' from the right of way of Rockride Lane, Kenney Fort Blvd. and Westinghouse Road. A minimum of 1,000 s.f. of landscape plant bed shall be provided around each Subdivision Entry Sign. Plant material should be of a native and/or adapted species. Plants should be selected from the booklet titled, Native and Adapted Landscape Plants, an earthwise guide for Central Texas, 5th Edition, 2013, created by the Texas Cooperative Extension, Grow Green and the Ladybird Johnson National Wildflower Center. Residential Neighborhood Monument Signs Neighborhood signs may be located throughout the community as noted on Exhibit E and illustrated on Exhibit F. The residential neighborhood signs shall not exceed the dimensions illustrated on Exhibit F for Neighborhood Entry Monuments. A minimum of 300 s.f. of landscape plant bed shall be provided around each Residential Neighborhood Monument Sign. Plant material should be of a native and/or adapted species. Plants should be selected from the booklet titled, Native and Adapted Landscape Plants, an earthwise guide for Central Texas, 5th Edition, 2013, created by the Texas Cooperative Extension, Grow Green and the Ladybird Johnson National Wildflower Center. I. Fencing and Walls A masonry wall will be provided along the rear of all lots that back onto an unloaded collector or higher level roadway. The masonry wall shall consist of brick, stone or pre cast concrete fencing. All lots within Kasper which back onto open space or greenbelts shall be required to utilize a wrought iron view fence. I Miscellaneous Provisions Amendments: Amendments to this PUD shall follow the amendment process outlined in the UDC Kasper - Planned Unit Development Page 8 of 16 Exhibits. All exhibits described herein and attached hereto are fully incorporated into this Agreement by this reference for all purposes. Kasper - Planned Unit Development Page 9 of 16 Exhibit B Field Notes PAPE-DAWSON �i ENGINEERS WON FIELD NOTES FOR A 207.147 ACRE TRACT OF LAND BEING ALL OF A CALLED 207.191 CONVEYED TO KASPER FAMILY LTD PARTNERSHIP IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY; TEXAS AS DESCRIBED IN VOLUME 2150, PAGE 12 OF THE DEED RECORDS OF WILLIAMSON COUNTY. TEXAS AND INCLUDING ALL OF A CALLED SAVE AND EXCEPT 1.00 ACRE TRACT CONVEYED TO KASPER FAMILY LTD PARTNERSHIP RECORDED IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY. TEXAS. SITUATED IN THE W. ADDISON SURVEY, ABSTRACT NO. 21, IN THE CALVIN BELL SURVEY, ABSTRACT NO. 112 AND THE J. ROBERTSON SURVEY, ABSTRACT NO. 545 IN WILLIAMSON COUNTY, TEXAS. SAID 207.147 ACRE TRACT OF LAND BEING MORE FULLY DESCRIBED AS FOLLOWS, WITH THE BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1983 (CORS 1996). FROM THE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE: BEGINNING At a found Mag Nail in the northeast comer of said 207.191 acre tract, some being the southeast comer of a called 18.12 acre tract conveyed to Blake and Terilyn Henderson recorded in Document No. 2014073916 of the Official Public Records of Williamson County, Texas, also being a point in the west right of way line of RockRide Road, a variable width right of way and the northeast corner of hereof: THENCE S 21°40'12" E, with the east line of said 207.191 acre tract, same being the west line of said RockRide Road, a distance of 2788.07 feet to a th" iron rod with yellow cap marked "Pape -Dawson" set in the southeast corner of said 207.191 acre tract and easternmost southeast comer hereof. THENCE S 68°51'49" W. with a south line of said 207.191 acre tract, same being the north line of said County Road I 11. a distance of 1241.28 feet to a 1" iron pipe found in the southeast ell corner of said 207.191 acre tract and the southeast ell corner of hereof: THENCE S 19°59'46" E. with the cast line of said 207.191 acre tract, same being the west right of way line of said County Road 111, a distance of 1313.48 feet to a mag nail in asphalt with washer marked "Pape -Dawson' set for the southernmost southeast corner of said 207.191 acre tract, sane being a point in the north right of way line of County Road 110, a variable width right of way, and the southernmost southeast comer of hereof; Austin 1 San An+onio Houston I Fori 'North Gallas Transportation I Water Resources I Land Development I Surveying I Environmental 7600 Shoal Creek Shia, S:, to 220 West. Austin. TX 76757 T. 516 454.6711 yr vN Pape Ga vson. com Kasper - Planned Unit Development Page 10 of 16 07.147 Acre Job No. 50857-00 Page 2 of 3 THENCE S 67056'38" W, with the south line of said 207.191 acre tract, same being the north right of way line of said County Road 111, a distance of 650.12 feet to a''/i' iron rod found in the north right of way line of said County Road 111, same being the southernmost southwest comer of said 207.191 acre tract, also being the southeast comer of said 13.00 acre tract conveyed to Samantha and Justin Kacir recorded in Document No. 2015061464 of the Official Public Records of Williamson County, Texas and southernmost southwest corner of hereof, from which a 60D nail in a fence post found bears N 65°44'27" W. 2.82 feet; THENCE N 21041'50" W, departing the north right of way line of said County Road 110, with the west line of said 207.191 acre tract, same being the east line of said 13.00 acre tract, a distance of 1190.66 feet to a iron rod with cap marked "RPLS 1481" found for the southwest ell comer of said 207.191 acre tract, same being the northeast comer of said 13.00 acre tract, for the southwest ell corner hereof; THENCE S 68040'56" W. with the south line of said 207.191 acre tract, same being the north line of said 13.00 acre tract and in part the north line of a called 89.64 acre tract conveyed to Milton and Josephine Cockram recorded in Volume 376, Page 334 of the Deed Records of Williamson County, Texas, a distance of 927.76 feet to a'/2" iron rod found for the westoxmnost southwest comer of said 207.191 acre tract, same being a point in the north line of said 89.64 acre tract, also being the southeast comer of a called 19.00 acre tract, conveyed to Roland T. Burke recorded in Document No. 2003014353 of the Official Public Records of Williamson County, Texas as described in Volume 542, page 521 of the Deed Records of WiUiftrnson County, Texas, for the westernmost southwest comer hereof; THENCE N 24°07'45" W, with the west line of said 207.191 acre tract, same being the east line of said 19.00 acre tract, a distance of 548.54 feet to a''/2" iron rod with yellow cap marked "Pape - Dawson" set in the west line of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract, for an angle point hereof; THENCE N 21019'50" W, in part with the east line of said 19.00 acre tract conveyed to Milton and Josephine Cockram, with the east line of a called 19.45 acre tract conveyed to Byers, William Bowling Estate recorded in Document No. 2007030759 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to Marroquin, Doris Galvan Trust of Doris Galvan Marroquin Family Trust recorded in Document No. 2007064864 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to June Stafford Marroquin recorded in Document No. 2013099322 of the Official Public Records of Williamson County. Texas, same being the west line of said 207.191 acre tract, a distance of 2380.78 feet to a ''/2" iron rod found for the northwest comer of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract conveyed to June Stafford Marroquin, also being a point in the south line of a called 154.11 FdPAPE-DAWSON ENGINEERS % Kasper - Planned Unit Development Page 11 of 16 207.137 Acre Job No. 50857-00 Page 3 of 3 acre tract conveyed to John Dimmitt Hughes recorded in Volume 276, Page 49 of the Decd Records of Williamson County, Texas and the northwest comer of hereof. THENCE N 69°04'40" E. with the south line of said 154.11 acre tract, with the south line of the aforementioned 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1589.23 feet to a t/2" iron rod with yellow cap marked "Pape -Dawson" set in the north litre of said 207.191 acre tract, same being the south line of said 18.12 acre tract, for an angle point hereof, THENCE N 68048'15" E, continuing with the south line of said 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1278.39 feet to the POINT OF BEGINNING and containing 207.147 acres in the City of Austin, Williamson County, Texas. Said tract being described in accordance with a survey made on the ground prepared tinder Job No. 50857-00 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers. Inc. DATE: October 6, 2015 JOB No.: 50857-00 DOC.ID.: H:lsur ey1CIVIL150857-DO\Word\-107.147Ac.docs TBPE Firm Registration #470 TBPLS Firm Registration #100288-01 PAPE-DAWSON ENGINEERS UND Kasper - Planned Unit Development Page 12 of 16 Exhibit C Kasper - Planned Unit Development gj. W Page 13 of 16 c CCyy,, Amy q Illi a°O� gj. W Page 13 of 16 Exhibit D ra Kasper - Planned Unit Development Page 14 of 16 Exhibit E £If CL� 0 w E Kasper - Planned Unit Development Page 15 of 16 Exhibit F Conceptual Entry Monument Signs S LL m X w z t� �-! L,[-' z 0 Kasper - Planned Unit Development Page 16 of 16 Second Amended Consent Agreement SEWCMUDI WASTEWATER SERVICE AGREEMENT [Kasper Tract - SEWCMUDI] THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Wastewater Service Agreement ("Agreement") is between the City of Georgetown, Texas (the "Citic„), a home -rule city located in Williamson County, Texas, and Sentinel Land Company, LLC, a Texas limited liability company ("Developer'); and Southeast Williamson County Municipal Utility District No. 1, an "in -city" or "city service" municipal utility district created under Chapters 49 and 54 of the Texas Water Code (the "District") pursuant to the Consent Agreement, as amended, pertaining thereto. The City, Developer, and District are sometimes referred to herein as a "Parti/" or the "Parties." INTRODUCTION WHEREAS, the City, Woodhull Family Partners, a Texas general partnership ("Woodhull Famih�"), Developer, and the District entered into that certain Consent Agreement approved by the City Council of the City on October 21, 2014, recorded in the Official Records of Williamson County as Document No. 2015002545, and joined by the District on August 20, 2015 (the "Original Consent Agreement"), setting forth the terms and conditions of the City's consent to creation of the District and addressing the development of a 301.507 acre tract of land located in the city limits, and that certain Wastewater Service Agreement recorded in the Official records of Williamson County as Document No. 2015002546 ("Woodhull Wastewater Agreement") regarding the provision of retail wastewater service to land within the 301.507 acre tract; and WHEREAS, on December 8, 2015, the City Council approved Resolution No. 120815-I consenting to the assignment of the Original Consent Agreement from Sentinel Land to Woodhull Ventures 2015, L.P., a Delaware limited partnership, and the annexation into the District of approximately 0.131 acres (+/-) of additional land also owned by the Woodhull Family which was inadvertently omitted from the District boundaries in the Original Consent Agreement; and approving the First Amendment (herein so called) and the First Amended Wastewater Agreement (herein so called) reflecting such assignment and annexation; and WHEREAS, by application to the City dated December 10, 2015, Kasper Family Limited Partnership, a Texas limited partnership ("Kasper") requested voluntary Kasper Wastewater Agreement Page 1 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 1 of 35 Second Amended Consent Agreement SEWCMUDI annexation into the corporate boundaries of the City of approximately 207.147 acres of noncontiguous land described by metes and bounds and surveyor's sketch on Exhibit A, attached hereto, which land is referred to herein as the "Kasper Tract;" and WHEREAS, pursuant to Ordinance No. 2016-13 approved by the City Council annexed the Kasper Tract into the corporate limits of the City; and WHEREAS, pursuant to that certain "Petition for City Consent to Annex 207.147 Acres of Land into the Boundaries of Southeast Williamson County Municipal Utility District No. 1" dated January 19, 2016, Kasper requested the City Council's consent to annexation by the District of the Kasper Tract; and WHEREAS, pursuant to the Resolution adopted on even date herewith, the City Council consented to annexation by the District of the Kasper Tract into the boundaries of the District; and WHEREAS, on even date herewith, the Parties have entered into the Second Amended Consent Agreement making changes consistent with annexation of the Kasper Tract into the District; and WHEREAS, the City, Developer, and the District further desire to provide for execution of this Agreement setting forth the terms and conditions pursuant to which the City shall provide retail wastewater services to the Kasper Tract. NOW, THEREFORE, in consideration of the forgoing recitals and mutual agreements set forth herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are all hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or in the City's ordinances, the following terms and phrases used in this Agreement will have the meanings set out below: (a) Agreement: This Wastewater Services Agreement between the City, Developer, and the District. Kasper Wastewater Agreement Page 2 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 2 of 35 Second Amended Consent Agreement SEWCMUD1 (b) Applicable Laws: All federal, state and local laws, ordinances, orders, specifications, standards, rules, and regulations pertaining and applicable to the design and construction of the Major Wastewater Facilities (defined herein), including, without limitation, the Texas Commission on Environmental Quality laws and rules; the City's Permit No. WQ 0010489003 for the Dove Springs WWTP (as amended, modified, reissued, or renewed);; and the City's Code of Ordinances, Unified Development Code, Construction Specifications and Standards manual, Drainage Criteria Manual, Building Codes, Fire Codes, Inspection Guidelines, and Development Manual. (c) City: The City of Georgetown, Texas, a home -rule city located in Williamson County, Texas. (d) Commission: The Texas Commission on Environmental Quality or its successor agency. (e) Completion of Construction: A written determination by the City that (1) construction of a Major Wastewater Facility (defined herein) has been declared to be substantially complete by the Engineer and the City, (2) the required maintenance bond for the Major Wastewater Facility in favor of the City has been delivered to the City, and (3) the City has issued a letter of acceptance declaring that the City has accepted the Major Wastewater Facility for operation and maintenance. (f) Completion Date: The Phase 1 Completion Date, Phase 2 Completion Date, Phase 3 Completion Date, Phase 4 Completion Date or Phase 5 Completion Date, as applicable, all as defined herein. (g) Consent Agreement: The Original Consent Agreement, as amended, pertaining to the creation of the District and related matters. (h) District: Southeast Williamson County Municipal Utility District No. 1. (i) Dove Springs Force Main: The wastewater force main to be constructed from the Dove Springs Lift Station (defined herein) to the head works at the Dove Springs WWTP in the approximate location and size shown on the Major Wastewater Facilities Plan attached hereto as Exhibit B, and sized to provide capacity equal to or greater than a 16" force main. 0) Dove Springs Lift Station: The two (2.0) million gallon per day (MGD) lift station to be constructed at the Dove Springs WWTP (defined herein) in the same approximate location shown for the "Dove Springs LS" on the Major Wastewater Kasper Wastewater Agreement Page 3 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 3 of 35 Second Amended Consent Agreement SEWCMUD1 Facilities Plan attached hereto as Exhibit B for the ultimate five (5.0) MDG lift station on the Dove Springs WWTP plant site. (k) Dove Springs WWTP. The wastewater treatment plant owned and operated by the City located at SH 29 and Smith Branch and operating under Permit No. WQ 0010489003 issued by the Commission. (1) Effective Date: The latest date accompanying the signature lines below. (m) Engineer: The registered professional engineer licensed to practice in the State of Texas retained by the Developer or District to perform the design work for the Major Wastewater Facilities as contemplated under this Agreement. (n) Kasper Tract: Approximately 207.147 acres of land, described by metes and bounds and surveyor's sketch on Exhibit A. (o) Major Wastewater Facilities Plan: The plan for the Major Wastewater Facilities attached as Exhibit B and consisting of the Major Wastewater Facilities. (p) Major Wastewater Facilities: Collectively, the Dove Springs Force Main, the Dove Springs Lift Station, the 18" Gravity Line, the 15" Gravity Line, the McNutt Force Main, the McNutt Lift Station, and the Wet Well, all as more specifically described and defined in this Agreement and shown on Major Wastewater Facilities Plan attached Exhibit B, (q) Major Wastewater Facility: Any one of the Major Wastewater Facilities. (r) McNutt Force Main: The wastewater force main(s) to be constructed from the southern terminus of the 15" Gravity Line to a point of connection at the McNutt Lift station in the approximate location and size shown on the attached Exhibit B to provide capacity equal to or greater than a 16" force main. (s) McNutt Lift Station: The three (3.0) million gallons per day (MGD) lift station to be constructed in the approximate location shown for the "McNutt LS" on the Major Wastewater Facilities Plan. (t) On -Site Wastewater Facilities. All wastewater facilities internal to the Kasper Tract that are necessary to serve the Kasper Tract. Kasper Wastewater Agreement Page 4 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 4 of 35 Second Amended Consent Agreement SEWCMUDI (u) Phase: means Phase 1, Phase 2, Phase 3 or Phase 4, and Phase 5 and refers to the Major Wastewater Facilities that must be completed on or before the Completion Deadline (defined herein) applicable to each respective Phase. (v) Phase 1 Completion Date: Five o'clock p.m. (5:00 PM) central standard time on December 17, 2017. (w) Phase 2 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2019. (x) Phase 3 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2019. (y) Phase 4 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2019. (z) Phase 5 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2020. (aa) Wastewater Impact Fee. The fee determined by the City in accordance with Chapter 395, Texas Local Government Code, to recoup costs of capital improvements to the City's wastewater utility system. (bb) Wet Well: The five (5) million gallons per day (MGD) wastewater wet well to be constructed at the Dove Springs WWTP in the approximate location shown on the Major Wastewater Facilities Plan. ARTICLE II MAJOR WASTEWATER FACILITIES 2.01 Approval of Major Wastewater Facilities Plan. The City hereby confirms its approval of the Major Wastewater Facilities Plan attached hereto as Exhibit B, which is incorporated herein by reference for all purposes as if set forth in full. 2.02 Phasing (a) Phasing; Schedule. The Major Wastewater Facilities are anticipated to be completed in stages as development within the District progresses over time. Subject to Section 2.02(b) of this Agreement, Developer or District shall cause Completion of Construction of the Major Wastewater Facilities in accordance with the following schedule: Kasper Wastewater Agreement Page 5 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 5 of 35 Second Amended Consent Agreement SEWCMUDI (1) Not later than the Phase 1 Completion Deadline: Dove Springs Lift Station, Dove Springs Force Main, and Wet Well (2) Not later than the Phase 2 Completion Deadline: 18" Gravity Line (3) Not later than the Phase 3 Completion Deadline: 15" Gravity Line (4) Not later than the Phase 4 Completion Deadline: McNutt Force Main (initial stage). (5) Not later than the Phase 5 Completion Deadline: McNutt Lift Station (final stage — 3.0 MGD). Completion of Construction of a Major Wastewater Facility may occur prior to the applicable Completion Deadline, but Completion of Construction after the applicable Completion Deadline shall constitute a material default of this Agreement. (b) Construction of Major Wastewater Facilities for Phases 1 and 2 by Others. The Parties acknowledge that others are anticipated to cause Completion of Construction of the Major Wastewater Facilities specified in Sections 2.02(a)(1) and (2), above, pursuant to the Woodhull Wastewater Agreement, as amended. If, however, others have not caused Completion of Construction of all of those Major Wastewater Facilities listed in Sections 2.02(a)(1) and (2) of this Agreement to occur prior to the Phase 2 Completion Deadline, Developer or District shall cause Completion of Construction of those Major Wastewater Facilities listed in Sections 2.02(a)(1) and (2) of this Agreement to occur not later than the Phase 3 Completion Deadline. If others cause Completion of Construction of a Major Wastewater Facility to occur prior to its applicable Completion Deadline, Developer or District shall have no obligation for that completed Major Wastewater Facility. 2.03 Design of the Major Wastewater Facilities (a) Plans -General. At no cost to the City, and subject to Section 2.02(b) of this Agreement, Developer or District shall cause a professional engineer registered in the State of Texas to prepare design drawings, specifications, bid documents and design documents for the construction of the Major Wastewater Facilities in compliance with the Applicable Laws (collectively, the "Plans"). The Major Wastewater Facilities shall be located in the general location depicted on the attached Exhibit B, with the final location to be determined by the City in its sole discretion. Upon completion of the preliminary Plans, Engineer shall submit a set of the preliminary Plans to the City for the City's review and approval. The City shall provide comments on the preliminary Plans within twenty (20) business days after receipt thereof. If the City disapproves any Kasper Wastewater Agreement Page 6 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 6 of 35 Second Amended Consent Agreement SEWCMUD1 element of the preliminary Plans, it shall so advise Engineer and the process shall be repeated until the Plans are approved by the City. The Plans must require Completion of Construction to occur on or before the Completion Deadline applicable to each of the Major Wastewater Facilities. (b) Dove Springs Lift Station. With regard to the Plans for the Dove Springs Lift Station, the Parties agree: (l) The Plans may provide for construction of the Dove Springs Lift Station in up to two (2) phases, provided that the final stage must be a lift station consisting of a 2.0 MGD pumping capacity lift station; and (2) The Plans shall specify the pumping capacity of Dove Springs Lift Station to be constructed in during each stage (if construction is phased); and (3) The Plans must be prepared such that the Lift Station can be readily expanded to an ultimate capacity of five (5) MGD; and (4) The Plans must include extension of the City's SCADA system, fiber system, and electric systems to the Lift Station; and (5) The Plans must include installation of variable frequency motors for the pumps that meet the City's specifications and are acceptable to the City; and (6) The Plans must include installation of an on-site emergency generator for emergency redundant power with all phases. (c) Dove Springs Force Main. With regard to the Plans for the Dove Springs Force Main, the Parties agree: (1) The Dove Springs Force Main Plans must provide for construction of the permanent Dove Springs Force Main, and may provide for a temporary, smaller sized force main (the "Temporary Dove Springs Force Main") designed to abandoned -in-place once flows in the Dove Springs Force Main are sufficient to make that line operational. The Dove Springs Force Main Plans must provide for construction of the Dove Springs Force Main and the Temporary Dove Springs Force Main to be completed and accepted by the City for operation no later than the Phase 1 Completion Date provided, Kasper Wastewater Agreement Page 7 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 7 of 35 agree: Second Amended Consent Agreement SEWCMUD1 however, and notwithstanding the foregoing, the Dove Springs Force Main must be completed in its entirety simultaneously with completion of construction of the first stage of the Dove Springs Lift Station. (2) The elevation of the Dove Springs Force Main discharge shall match the elevation of the City's existing inflow line at the Dove Springs WWTP. (d) Wet Well. With regard to the Plans for the Wet Well, the Parties (1) Construction of the Wet Well shall not be phased; the Wet Well must be constructed in its entirety as a five (5) million gallons per day (MGD) wet well. (e) 18" Gravity Line. With regard to the Plans for the 18" Gravity Line, the Parties agree: (1) Construction of the 18" Gravity Line shall not be phased; the Gravity Line must be built in its entirety as an eighteen inch (18") gravity line extending from the Dove Springs Lift Station to the southernmost boundary of the Woodhull Tract (at Sam Houston Avenue); and (f) 15" Gravi , Line. With regard to the Plans for the 15" Gravity Line, the Parties agree: (1) Construction of the 15" Gravity Line shall not be phased; the 15" Gravity Line must be built in its entirety as a fifteen inch (15") gravity line extending from the terminus of the 18" Gravity Line to the point of connection with the McNutt Force Main; and (g) McNutt Force Main. With regard to the Plans for the McNutt Force Main, the Parties agree: (1) The Plans must provide for construction of the permanent McNutt Force Main, and may provide for a temporary, smaller sized force main (the "Temporary McNutt Force Main") designed to abandoned -in-place once flows in the McNutt Force Main are sufficient to make that line operational. The Plans must provide for construction of the McNutt Force Main and the Temporary McNutt Kasper Wastewater Agreement Page 8 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 8 of 35 Second Amended Consent Agreement SEWCMUDI Force Main to be completed and accepted by the City for operation no later than the Phase 4 Completion Date; provided, however, and notwithstanding the foregoing, the McNutt Force Main must be completed in its entirety simultaneously with completion of construction of the first stage of the McNutt Lift Station. (2) The elevation of the McNutt Force Main discharge shall match the elevation of the 15" Gravity Line. (h) McNutt Lift Station. With regard to the Plans for the McNutt Lift Station, the Parties agree: (1) The Plans may provide for construction of the McNutt Lift Station in up to three (3) stages, provided that the final stage must be a lift station consisting of a 3.0 MGD pumping capacity lift station; and (2) The Plans shall specify the pumping capacity of McNutt Lift Station to be constructed in each stage; and (3) The Plans must include extension of the City's SCADA system and fiber system to the McNutt Lift Station; and (4) The Plans must include installation of variable frequency motors for the pumps that meet the City's specifications and are acceptable to the City; and (5) The Plans must include installation of an on-site emergency generator for emergency redundant power with all phases. 2.04 Bidding and Contract Award. The contract for construction of the Major Wastewater Facilities shall be advertised for bid and awarded in accordance with all Applicable Laws. 2.05 Insurance and Bonds. Prior to and as a condition of Developer's or the District's issuance of notice to proceed with any of the Major Wastewater Facilities, Developer or the District shall post, or cause the contractor to post, performance and payment bonds in the full amounts of the cumulative contract prices of the Major Wastewater Facilities then being constructed and insurance in accordance with the requirements set forth in Exhibit C to this Agreement. 2.06 Construction of the Major Wastewater Facilities. Kasper Wastewater Agreement Page 9 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 9 of 35 Second Amended Consent Agreement SEWCMUDI (a) In order to provide wastewater collection service from the City's existing wastewater system to the Kasper Tract, subject to Section 2.02(b) of this Agreement and at no cost to the City, Developer or District shall cause Completion of Construction of the Major Wastewater Facilities to occur in accordance with all Applicable Laws and with the Plans and the terms and conditions of this Agreement. No other off-site wastewater improvements will be required by the City to extend wastewater service to the Kasper Tract. (b) Developer or District shall issue the notice to proceed for construction of the Major Wastewater Facilities at least one (1) year prior to the applicable Completion Deadline for the Major Wastewater Facility. (c) Any of the Major Wastewater Facilities that are not located on City - owned land at the Dove Springs WWTP site must be constructed within permanent exclusive utility easements in favor of the City and at no cost to the City. The easements must be free of all liens and encumbrances and in form and substance acceptable to the City Attorney. Developer or District shall procure a title commitment in favor of the City for all permanent easements, having only those exceptions to title that are reasonable acceptable to the City its sole discretion. The City will make available, at no cost to the Developer or the District, the right to use land at the Dove Springs WWTP for those portions of the Major Wastewater Facilities that are to be located on the City's Dove Springs WWTP site. 2.07 Inspections. The City shall have the right to periodically inspect the construction of the Major Wastewater Facilities and, upon receipt of a request for final inspection, perform the final inspection of the Major Wastewater Facilities for maintenance and operation. 2.08 Completion Notice. Upon substantial completion of a Major Wastewater Facility, Developer or the District shall deliver to the City written notice that construction of the Major Wastewater Facility has been completed and is ready for final inspection (the "Completion Notice"). The Completion Notice must include the following items: (a) Certification that there are no liens or other encumbrances on the Major Wastewater Facilities, including copies of lien releases; and (b) The Maintenance Bond required by Section 2.10 of this Agreement; (c) The as -built plans required by Section 2.11 of this Agreement Kasper Wastewater Agreement Page 10 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 10 of 35 Second Amended Consent Agreement SEWCMUDI 2.09 City Acceptance. Within fourteen (14) business days after the City's receipt of a Completion Notice, the City shall respond by either submitting a list of items still requiring completion or modification, or by accepting the Major Wastewater Facility and issuing a Letter of Acceptance. Final acceptance of a Major Wastewater Facility shall not be valid unless and until the Maintenance Bond required by Section 2.10 of this Agreement is in place. The City's failure or delay of issuance of a Letter of Acceptance shall not constitute acceptance of a Major Wastewater Facility. 2.10 Maintenance Period and Maintenance Bond. Developer and the District hereby warrant that the Major Wastewater Facilities shall be free from defects for a period of two (2) years from the date the City accepts the Major Wastewater Facilities for ownership, operation and maintenance (the "Maintenance Period"). Developer or the District shall correct and repair, or cause to be corrected and repaired, any defects in materials or workmanship of the Major Wastewater Facilities that occurs before and during the Maintenance Period due to any cause, other than those arising solely out of the gross negligence or willful misconduct of the City. To secure the warranty obligations during the Maintenance Period, Developer or District shall extend the Performance Bond required by Exhibit C of this Agreement for the two (2) year Maintenance Period. The Major Wastewater Facilities must meet the requirements of the Applicable Laws and the final, City -approved plans at the end of the Maintenance Period in order for the City to release the Maintenance Bond. Upon release of the Maintenance Bond, Developer and District shall have no further obligations or responsibility for the Major Wastewater Facilities. 2.11 As Built Plans. After construction of a Major Wastewater Facility, Developer or District shall submit a set of construction plans certified as "as -built" by the engineer responsible for preparing the Plans. The as -built plans shall be in the format requested by the City. 2.12 Transfer of Warranties. Within fifteen (15) calendar days after the date the Letter(s) of Acceptance is issued, Developer or District shall transfer to the City all contractor, subcontractor, consultant, and manufacturer warranties for the Major Wastewater Facility and all components thereof. 2.13 Ownership, Operation and Maintenance of Major Wastewater Facilities. Upon completion of a Major Wastewater Facility, Developer or District will convey the facility to the City for ownership, operation and maintenance, subject the Developer's right to reimbursement from the District for the cost of such facility in accordance with the rules of the Commission. Developer and District acknowledge that, upon acceptance of Major Wastewater Facilities by the City, the City will utilize the Major Wastewater Facilities as part of the City's overall wastewater utility system; Kasper Wastewater Agreement Page 11 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Pagel 1 of 35 Second Amended Consent Agreement SEWCMUDI however, such service will not be provided in a manner that impairs the City's ability to provide wastewater service to the Kasper Tract in accordance with the terms of this Agreement. 2.14 Construction of the Major Wastewater Facilities by the City (a) If Developer or the District has not either (i) commenced construction of the Major Wastewater Facilities that are required to be completed on or before a Completion Date before the date that is one (1) year before said Completion Date; or (ii) completed construction the Major Wastewater Facilities that are required to be completed on or before the applicable Completion Date, then the City may, but shall not be required to, construct or finish the facilities, as the case may be, after providing written Notice of its intent do to so to Developer and District ("Notice of Intention to Build"). (b) Within sixty (60) days after the date of the Notice of the Intention to Build, Developer or District must either (i) commence actual construction of the Major Wastewater Facilities required to be completed on or before the applicable Completion Date, and pursue construction until completion of the required Major Wastewater Facilities on or before the applicable Completion Date, or (b) post an Irrevocable Letter of Credit in favor of the City and acceptable in form and substance to the City Attorney in the amount of SIX MILLION FOUR HUNDRED THOUSAND U.S. DOLLARS ($6,400,000.00), or a lesser amount if any is specified in the City's Notice of Intent to Build if Completion of Construction has occurred for any of the Major Wastewater Facilities as of the date of the City's Notice of Intention to Build (the "Fiscal Security"). (c) Developer and District shall be in default of this Agreement and of the Consent Agreement if either (i) actual construction of the Major Wastewater Facilities is not commenced within sixty (60) days of the date of the Notice of Intention to Build, or (ii) if construction has already commenced, Developer or District has not posted the Fiscal Security required by this Section. Upon receipt of the Fiscal Security, the City shall be entitled to utilize the funds to complete construction of the Major Wastewater Facilities and Developer and District shall have no further rights to the Fiscal Security or any proceeds thereof. 2.15 Other Wastewater Improvements. Developer and the District acknowledge and agree that all wastewater improvements that are not included within the definition of Major Wastewater Facilities shall be designed, constructed, inspected, maintained, and transferred to the City in accordance with the City's Unified Development Code, UDC Development Manual, and Construction Specifications and Standards Manual. Kasper Wastewater Agreement Page 12 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 12 of 35 Second Amended Consent Agreement SEWCMUDI ARTICLE III WASTEWATER IMPACT FEES 3.01 Assessment and Payment. The Wastewater Impact Fees for each wastewater service connection within the Kasper Tract will be assessed by the City based on the Wastewater Impact Fees in effect at the time of final approval by the City of the final subdivision plat for the portion of the Kasper Tract that includes that service connection. Developer or District shall pay, or cause to be paid, the applicable Wastewater Impact Fees at the time of application for a building permit. Any refunds of impact fees shall be in accordance with the provisions of the Consent Agreement, as amended. 3.02 Capacity. Upon payment of the applicable Wastewater Impact Fee, the City agrees to guarantee capacity in the City's wastewater utility system in an amount equal to the number of water service connections for which Wastewater Impact Fees have been paid. Nothing in this Agreement shall be construed as reserving capacity for the Developer or District in the Major Wastewater Facilities, any existing City wastewater collection and treatment facilities, or any future City wastewater collection and treatment facilities constructed by third parties prior to the payment of the applicable Wastewater Impact Fees as provided in this Agreement. Notwithstanding the foregoing, it is understood that Developer and District, as appropriate, shall retain a capacity interest in the Major Wastewater Facilities conveyed to or otherwise transferred to the City sufficient to provide service to the Kasper Tract. Any such conveyance or transfer shall not affect Developer's right to seek reimbursement from the District for the cost of the Major Wastewater Facilities constructed or financed by Developer, or the District's right to effect such reimbursement. 3.03 Other Fees. Developer, District, and their successors or assigns shall be obligated to pay the City's usual and customary utility connection fees (e.g., wastewater meter connect fee and engineering and inspection fee) for all wastewater connections within the Kasper Tract. ARTICLE IV ON-SITE WASTEWATER FACILITIES 4.01 Construction of On -Site Wastewater Facilities. Developer or the District shall construct all On -Site Wastewater Facilities that are necessary to serve the Kasper Tract, including all wastewater system piping, valves, and pumps, within designated permanent, exclusive easements or rights-of-way up to the customer side of the meter. These On -Site Wastewater Facilities shall be designed and constructed in accordance Kasper Wastewater Agreement Page 13 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 13 of 35 Second Amended Consent Agreement SEWCMUD1 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 for the inspection fees charged by the City for such inspections inside 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 Developer and the District upon request. 4.02 Ownership, Operation, and Maintenance of On -Site Wastewater Facilities. The City agrees to accept the On -Site Wastewater Facilities for operation, maintenance and repair upon completion of construction and the assignment of the applicable two-year performance bond from the construction contractor to the City. Within ninety (90) days of its completion or acquisition of any On -Site Wastewater Facilities, the District will convey them to the City for operation and maintenance. 4.03 Retail Wastewater Service. Subject to the terms and conditions of this Agreement, including those with regard to the design and construction of the Major Wastewater Facilities, the City will provide wastewater service to customers within the District on a retail basis in the same manner, on the same terms and conditions, and at the same rates as the City provides such service to other retail customers inside the corporate limits of the City. The City will be solely responsible for the collecting of payment for wastewater service provided to customers within the District. ARTICLE V AUTHORITY, TERM, ASSIGNMENT AND REMEDIES 5.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 402.014 of the Texas Local Government Code. 5.02 Term. (a) As between the City and the Developer, 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 City and Developer. Upon the expiration of fifteen (15) years, this Agreement may be extended, at the City's or Developer's request and with City Council approval, for up to two successive fifteen (15) -year periods. (b) As between the City and the District, the term of this Agreement will commence on the date that the District's Board of Directors executes this Kasper Wastewater Agreement Page 14 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 14 of 35 Second Amended Consent Agreement SEWCMUDI Agreement and will continue for twenty (20) years thereafter, unless terminated on an earlier date under other provisions of this Agreement or the Consent Agreement, or by written agreement of the City and the District. 5.03 Delegation and Assignment. (a) Delegation of Performance Obligation. Subject to the additional terms and conditions set forth in Section 5.04 of this Agreement, no Party may delegate any of its obligations to perform under this Agreement, except upon delivery to the nondelegating 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 Section 5.04 of this Agreement, Developer may assign its rights to performance under this Agreement only to: (1) Lender to the extent necessary to obtain financing for development of the Kasper Tract, or (2) a successor owner to Developer of all or any part of the Kasper Tract who is also an assignee of the Consent Agreement (in whole or in part), as amended; or (3) to the District. Assignment by Developer to any other persons or entities is not permitted. Any allowed assignment shall be subject to the terms of this Agreement. 5.04 Effect of Delegation or Assignment. Kasper Wastewater Agreement Page 15 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 15 of 35 Second Amended Consent Agreement SEWCMUD1 (a) 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. (b) Assignment of rights to performance as allowed by this Agreement shall extinguish the assigning party's right to receive performance, except to the extent that the assigning party retains a lien on the Kasper Tract or any part thereof accompanying the assignment. 5.05 Effect of Delegation or Assignment in Violation of this Section. Any purported assignments or delegations in violation of Section 5.03(a) or (b) are void. 5.06 Other Limitations on Delegation and Assignment. Notwithstanding anything to the contrary in this Agreement, Developer 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. 5.07 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 nondefaulting 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"), the 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 Developer's or District's Cure Periods. No Bonds shall be issued by District for reimbursement of Developer or any other purpose related to the Kasper Tract, and the City shall have all rights to enjoin the issuance of Bonds for such purposes during the applicable Cure Period for a Developer or District default under this Agreement. In addition, the City shall be relieved of all of Kasper Wastewater Agreement Page 16 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 16 of 35 Second Amended Consent Agreement SEWCMUD1 its obligations under this Agreement and the Consent Agreement, as amended, 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 Kasper Tract, during the applicable Cure Period for a Developer or District default. If Developer's or District's default is fully cured within the applicable Cure Period, the actions authorized by this Section are the City's exclusive remedies. If the Developer's or District's default remains uncured after the applicable Cure Period, the City is entitled to all rights and remedies available to it by law or in equity or by statute or otherwise. 5.08 Rights and Remedies for Default. (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 the Consent 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 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. 5.09 City's Right to Terminate. After the expiration of the applicable Cure Period, without regard to Developer's or District's partial performance, if any, the City is entitled to terminate this Agreement upon written notice to Developer and District, with the effect set forth in this Section 5.09, if Developer or District has failed to cure a Developer or District default under this Agreement or the Consent Agreement within the applicable Cure Period, and the City has not waived the default in writing, or Developer or District has failed to satisfy a condition precedent and the City has not waived performance of the condition precedent in writing. Termination Kasper Wastewater Agreement Page 17 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 17 of 35 Second Amended Consent Agreement SEWCMUD1 of this Agreement pursuant to this Section does not terminate, limit or restrict the rights and remedies of the City and is without prejudice to the City's claim for damages. IN ADDITION TO THE CITY'S RIGHT UNDER COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAULT, DEVELOPER AND DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CITY AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN ANY LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY'S FEES AND EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE CITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM THE BREACH OR UNCURED DEFAULT AND TERMINATION. 5.10 This Agreement is not intended to be binding upon, or create any encumbrance to title as to, any ultimate consumer or end -buyer who purchases a fully developed and improved lot within the Kasper Tract. 5.11 Cooperation. (a) The City, Developer 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 actions taken hereunder, the City, Developer 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. ARTICLE VI MISCELLANEOUS PROVISIONS 6.01 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing 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, 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 days after the date of mailing. Notice given in any other manner will Kasper Wastewater Agreement Page 18 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 18 of 35 Second Amended Consent Agreement SEWCMUDI be effective only when received. For purposed of notice, the addresses of the parties will, until changed as provided below, be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager With Required Copy to: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney Developer: Sentinel Land Company, LLC 9111 Jollyville Road, Suite 212 Austin, Texas 78759 Attn: Davie Nairne Sentinel Land Company, LLC 4910 Campus Drive Newport Beach, CA 92660 Attn: Tom Rielly District: Kimberley S. Beckham Armbrust & Brown, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 The parties may change their respective addresses to any other address within the United States of America by giving at least five (5) days' written notice to the other parties. Developer and the District may, by giving at least five (5) days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. 6.02 Severability; Waiver. (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 a provision be added to this Agreement which is legal, Kasper Wastewater Agreement Page 19 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 19 of 35 Second Amended Consent Agreement SEWCMUDI valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. (b) Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement will not be deemed a waiver thereof or of any other provision, and such party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. 6.03 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. 6.04 Entire Agreement. This Agreement, the Consent Agreement, and the attached Exhibits contain the entire agreement of the Parties. There are no other agreements or promises, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement can be amended only by written agreement signed by the Parties. This Agreement supersedes all other agreements between the parties concerning the subject matter. 6.05 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 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. This Agreement will become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the parties. 6.06 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. Kasper Wastewater Agreement Page 20 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 20 of 35 Second Amended Consent Agreement SEWCMUD1 6.07 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. Developer hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the governing documents and other requirements of each entity executing on behalf of Developer. The District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, orders, and requirements pertaining to the District. 6.08 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A - Metes and Bounds Description of the Kasper Tract Exhibit B - Major Wastewater Facilities Plan Exhibit C - Insurance and Bond Requirements [Signatures and acknowledgements follow.] Kasper Wastewater Agreement Page 21 of 25 EXHIBIT E-2 Kasper Wastewater Agreement Page 21 of 35 Second Amended Consent Agreement SEWCMUDI IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY OF GEORGETOWN, TEXAS BY: Printed Name: Dale Ross Title:_ Mayor Date: ATTEST: Printed Name: Shelley Nowling Title: City Secretary APPROVED AS TO FORM: Printed Name: Charlie McNabb Title: City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of , 2016, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule municipal corporation, on behalf of the City of Georgetown. Kasper Wastewater Agreement Page 22 of 25 Notary Public Signature EXHIBIT E-2 Kasper Wastewater Agreement Page 22 of 35 Second Amended Consent Agreement SEWCMUD1 Date: STATE OF § COUNTY OF § SENTINEL LAND COMPANY LLC, a Texas limited liability company Bv: Thomas J. Rielly, President This instrument was acknowledged before me the day of , 2016, by Thomas J. Reilly, President of Sentinel Land Company LLC, a Texas limited liability company, on behalf of said limited liability company. Kasper Wastewater Agreement Page 23 of 25 Notary Public Signature Printed Name: My Commission Expires: EXHIBIT E-2 Kasper Wastewater Agreement Page 23 of 35 Second Amended Consent Agreement SEWCMUD1 SOUTHEAST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. I BY: Printed Name: Title: Date: ATTEST: Printed Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of , 2016, by of Southeast Williamson County Municipal Utility District No. 1, a district operating under Chapters 49 and 54 of the Texas Water Code. Kasper Wastewater Agreement Page 24 of 25 Notary Public Signature EXHIBIT E-2 Kasper Wastewater Agreement Page 24 of 35 Second Amended Consent Agreement SEWCMUD1 f E S� PAPE-DAWSON ENGINEERS tools FIELD NOTES FOR A 207.147 ACRE TRACT OF LAND BEING ALL OF A CALLED 207.191 CONVEYED TO KASPER FAMILY LTD PARTNERSHIP IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS AS DESCRIBED IN VOLUME 2150, PAGE 12 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND INCLUDING ALL OF A CALLED SAVE AND EXCEPT 1.00 ACRE TRACT CONVEYED TO KASPER FAMILY LTD PARTNERSHIP RECORDED IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SITUATED IN THE W. ADDISON SURVEY, ABSTRACT NO. 21, IN THE CALVIN BELL SURVEY, ABSTRACT NO. 112 AND THE J. ROBERTSON SURVEY, ABSTRACT NO. 545 IN WILLIAMSON COUNTY, TEXAS. SAID 207.147 ACRE TRACT OF LAND BEING MORE FULLY DESCRIBED AS FOLLOWS, WITH THE BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1983 (CORS 1996), FROM THE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE: BEGINNING At a found Mag Nail in the northeast corner of said 207.191 acre tract, same being the southeast corner of a called 18.12 acre tract conveyed to Blake and Terilyn Henderson recorded in Document No. 2014073916 of the Official Public Records of Williamson County, Texas, also being a point in the west right of way line of RockRide Road, a variable width right of way and the northeast comer of hereof; THENCE S 21040'12" E, with the east line of said 207.191 acre tract, same being the west line of said RockRide Road, a distance of 2788.07 feet to a '/i" iron rod with yellow cap marked "Pape -Dawson" set in the southeast corner of said 207.191 acre tract and easternmost southeast corner hereof; THENCE S 68051'49" W, with a south line of said 207.191 acre tract, same being the north line of said County Road 111, a distance of 1241.28 feet to a 1" iron pipe found in the southeast ell comer of said 207.191 acre tract and the southeast ell corner of hereof; THENCE S 19059'46" E, with the east line of said 207.191 acre tract, same being the west right of way line of said County Road 111, a distance of 1313.48 feet to a mag nail in asphalt with washer marked "Pape -Dawson" set for the southernmost southeast corner of said 207.191 acre tract, same being a point in the north right of way line of County Road 110, a variable width right of way, and the southernmost southeast corner of hereof; Austin I San Antonio i H o u s t o r i Fort *Orth I Dallas Transportation I Water Resources I Land Development I Surveying I Environmental 7800 Shoal Creek Blvd., Suite 220 West, Austin, TX 78757 T: 512.454.8711 www.Pape-Dawson.com EXHIBIT E-2 Kasper Wastewater Agreement Page 25 of 35 207.) 47 Acre Second Amended Consent Agreement SEWCMUD1 Job No. 50857-00 Page 2 of 3 THENCE S 67°56'38" W, with the south line of said 207.191 acre tract, same being the north right of way line of said County Road 111, a distance of 650.12 feet to a t/2" iron rod found in the north right of way line of said County Road 111, same being the southernmost southwest corner of said 207.191 acre tract, also being the southeast comer of said 13.00 acre tract conveyed to Samantha and Justin Kacir recorded in Document No. 2015061464 of the Official Public Records of Williamson County, Texas and southernmost southwest corner of hereof, from which a 60D nail in a fence post found bears N 65°44'27" W, 2.82 feet; THENCE N 21041'50" W, departing the north right of way line of said County Road 110, with the west line of said 207.191 acre tract, same being the east line of said 13.00 acre tract, a distance of 1190.66 feet to a iron rod with cap marked "RPLS 1481" found for the southwest ell corner of said 207.191 acre tract, same being the northeast corner of said 13.00 acre tract, for the southwest ell corner hereof, THENCE S 68040'56" W, with the south line of said 207.191 acre tract, same being the north line of said 13.00 acre tract and in part the north line of a called 89.64 acre tract conveyed to Milton and Josephine Cockram recorded in Volume 376, Page 334 of the Deed Records of Williamson County, Texas, a distance of 927.76 feet to a'/2" iron rod found for the westemmost southwest corner of said 207.191 acre tract, same being a point in the north line of said 89.64 acre tract, also being the southeast corner of a called 19.00 acre tract, conveyed to Roland T. Burke recorded in Document No. 2003014353 of the Official Public Records of Williamson County, Texas as described in Volume 542, page 521 of the Deed Records of Williamson County, Texas, for the westernmost southwest corner hereof; THENCE N 24007'45" W, with the west line of said 207.191 acre tract, same being the east line of said 19.00 acre tract, a distance of 548.54 feet to a t/i' iron rod with yellow cap marked "Pape - Dawson" set in the west line of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract, for an angle point hereof; THENCE N 21019'50" W, in part with the east line of said 19.00 acre tract conveyed to Milton and Josephine Cockram, with the east line of a called 19.45 acre tract conveyed to Byers, William Bowling Estate recorded in Document No. 2007030759 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to Marroquin, Doris Galvan Trust of Doris Galvan Marroquin Family Trust recorded in Document No. 2007064864 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to June Stafford Marroquin recorded in Document No. 2013099322 of the Official Public Records of Williamson County, Texas, same being the west line of said 207.191 acre tract, a distance of 2380.78 feet to a t/z" iron rod found for the northwest corner of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract conveyed to June Stafford Marroquin, also being a point in the south line of a called 154.11 PfPAPE-DAWSON ENGINEERS EXHIBIT E-2 Kasper Wastewater Agreement E H Page 26 of 35 207.147 Acre Second Amended Consent Agreement SEWCMUDI Job No. 50857-00 Page 3 of 3 acre tract conveyed to John Dimmitt Hughes recorded in Volume 276, Page 49 of the Deed Records of Williamson County, Texas and the northwest corner of hereof, THENCE N 69004'40" E, with the south line of said 154.11 acre tract, with the south line of the aforementioned 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1589.23 feet to a'/i" iron rod with yellow cap marked "Pape -Dawson" set in the north line of said 207.191 acre tract, same being the south line of said 18.12 acre tract, for an angle point hereof; THENCE N 68048'15" E, continuing with the south line of said 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1278.39 feet to the POINT OF BEGINNING and containing 207.147 acres in the City of Austin, Williamson County, Texas. Said tract being described in accordance with a survey made on the ground prepared under Job No. 50857-00 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers, Inc. DATE: October 6, 2015 JOB No.: 50857-00 DOC.ID.: H:\survey\CIVIL�50857-00\Word\207.147Ac.docx TBPE Firm Registration #470 TBPLS Firm Registration #100288-01 IdPAPE-DAWSON ENGINEERS EXHIBIT E-2 Kasper Wastewater Agreement 0 M 0 Page 27 of 35 .VOS YfI'anNtK'O.V iJvnt3ev p „.: `•"'•"•""•""`� '.ti.Y15 =0°3Y3aon .3xiaV3v I�n llv'eLser'A3nY'tt'RienlnT'J 3x1.V'I:'O.V llvxlaev'Al.aRs O ^ �I riOSIfAv-,n 31LLNRLv!tll3'S,'1 'uUl¢,.WS.M1��fo Satlo]3n JnWN IVUWo31LL 30 °WHa10: �nm,.°swv I^F1`uu m7:wlsm ... •la,.sr.3unos al°Y3�1d m,A'0vvl of o3A3tVOo llvnl3nJvml ldDKd aV'v i.v° N ] � d ,LLNgJn051M"iltn 303oYOJ3Y ¢i30 LL O[13ovd'O[IS3KllaS � � E 8 armn°n, rou<�anosKvrtnn ioseanoo3n JneneTvuio3.0 io awxmi3�av iv-ir.zwa b �l S2133N/�JN3 N,o��i..,,da„A�.Yi ..w� a3„�.',on.'�.�laay.•,io,r„3,�.�.�'w:. � x ��g ^ �I NOSMVa-3d6'd �� 3Aaf1S 31111 aNt/l Q a g s E� fr2f °a - S !s ga ��T° 3 -•- 'ss{ ,a e, Si, 'il gq” �tyY a°pz t H. q: = -a F�'e �`�'- a�u5<� � Y = _ -- -F°- ;� • III- aFaad� '� !: �~ { 5 E��;�E�.: Y: �°�a _.k k � .915 �€s{ E1 -Y kPa s� k: e�a:�'s5i•!'>� =; __ F�i� 1� o Fafz--£=:t .F k 3 �9g •$1 9:x�{[,` !Fb la {Fs -z•' i$'%{a e` - F a�RJ, ;�_-g EP-SS°�j •= 1 � �`- ia�F{ ;k �j; S F. q� F i; - 1 fill , s ! atat Tlae a ;F a iEa� €a Y.$ aji Y¢ Fi`r.- {3•. z {i`F-➢ FY {E f tggF ? xf p- : iia, `3!, •• Eif ,�z ' !° 'Y'd� •E' ` aj •SYA 1 5 E F;ea; __ vii y °le ;il�t "aF'a!kt'! 1 !=i` �6c•3' 'k=} I g ! = .°�£ �•:' 3.: ; t a, iibSF.. _ F 5sg2`ST".E iapF :i iE` k€ =3@ p6 �p pi, g; tlY€ 4 ,in I €zj� , -SIS RM N %- €F111 A1, 5 €!•_. B tsila?6 Wt a=SSS p°,�i$� aF f - Egg gig, 'pR 'T 2 ' Ea 42H p UQ e S Ey? € Y e {FIt GVOtl.LLNno3 .sl V ebb 1 1 8M k '1 ',g •aa i ¢ FEgg^ 'i�e!�ai° kip .s 5 •,i I II � 'F��g w 65F 1H ���l5 (3NY13(]Itlll3otll EI ' 1!tI 1 S I I S itl i•� f-'obbE Ing E. dl dl U� it-p�p7j3pg' Qs° �¢A YSg�b E € q q rg E;•[� RY R FF �I as qq $ N� < 6¢ 4$ x Nz �} Z~ m R 5 am i> ,ap � Z,t\ is �y�� ,° ma t,<m •z � zK aF f - Egg gig, 'pR 'T 2 ' Ea 42H p UQ e S Ey? € Y e {FIt GVOtl.LLNno3 .sl V ebb 1 1 8M k '1 ',g •aa i ¢ FEgg^ 'i�e!�ai° kip .s 5 •,i I II � 'F��g w 65F 1H ���l5 m K ST E 1� HE UNIVERSITY AVE Cn s mZ Z O E 15TH STy N --im % G Z� O 'p,n 7- 9 � O �O y G) on <� N -A QF aJP OFA <2 �EGN XA PLEASANT VALLEY LS GZ OP SE.�O Se�Uond Amended Consent A9URCHIL CFAR i'Rgi ff ff L �VN 5,�MONi SPRI WWTP y0 Z S LL 'A cn �• Dove Springs LS O� �2 <2 Dove Springs FM: 0� Capacity: 5.0 mgd 16 in, 1550 If sy 73 0 GPFt��'ON G`i Woodhull s/y �@ 30 Se �wHOIV 0V Kasper Farm /i CR La Conterra Heights 12 in, 3985 If McNutt FM: T 16 in, 7640 If 10 in, 2340 If McNutt LS Capacity: 3.0 mgd Figure 1. Service Area and WW Infrastructure Q Existing Lift Stations Parcels (2012) Modeled Existing WW Lines MProposed Development - ForceMain Other Development Areas Gravity N Under Construction Permitting, Annexation, or Evaluation Planned Developments 2012 MP 2,500 Feet 0 Proposed Lift Stations =—a—=— Proposed FM I Proposed Gravity Pipe Diameter (in) 8 10 12 ____• 15 18 Page 29 of 35 12 Second Amended Consent Agreement SEWCMUD1 INSURANCE REQUIREMENTS 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 Contract2 and all warranty periods. Failure to purchase and maintain the required insurance shall be grounds for Tennination of the Agreement 3 o 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 that OWNER, its officials, directors, employees, representatives, and 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 repose. 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 continuing 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`'' Street, Georgetown, Texas 78626, ATTN: Contract Manager. 5. The "other" insurance clause shall not apply to the OWNER where the OWNER is an additional insured shown on any policy. It is agreed that the CONTRACTOR's insurance shall be considered primary with respect to any insurance or self-insurance carried by OWNER. 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. 6. 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. 7. OWNER shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy tenns, conditions, limitations, or exclusions except where policy ' CONTRACTOR means the Contractor retained by Owner, Developer or District to construct the Major Wastewater Facilities. '- CONTRACT means the contract between or among Owner, Developer and/or District as parties of the first part, and the CONTRACTOR as the party of the second part. 3 Agreement means the Wastewater Services Agreement among City, Owner, Developer and District. Kasper Wastewater Agreement Exhibit C Page l of 6 EXHIBIT E-2 Kasper Wastewater Agreement Page 30 of 35 Second Amended Consent Agreement SEWCMUDI 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 teen 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. H. 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 arnount 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: • Waiver of Subrogation endorsement TE 2046A; • 30 day Notice of Cancellation endorsement TE 0202A; and Kasper Wastewater Agreement Exhibit C Page 2 of 6 EXHIBIT E-2 Kasper Wastewater Agreement Page 31 of 35 Second Amended Consent Agreement SEWCMUDI • Additional Insured endorsement TE 9901 B. • Provide coverage in the following types and amounts: • 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. Such insurance shall include coverage for loading and unloading hazards. C. Workers' Compensation and Employers' Liability Insurance. Coverage shall be consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401). CONTRACTOR shall assure compliance with this Statute by submitting two (2) copies of a standard certificate of coverage (e.g. ACCORD form) to Owner's Representative for every person providing services on the Project as acceptable proof of coverage. The required Certificate of Insurance must be presented as evidence of coverage for CONTRACTOR. Workers' Compensation Insurance coverage written by the Texas Workers Compensation Fund is acceptable to OWNER. CONTRACTOR's policy shall apply to the State of Texas and include these endorsements in favor of OWNER: • Waiver of Subrogation, form WC 420304; and • 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 401.01 1(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. CONTRACTOR has the option to self -insure in accordance with applicable law and OWNER approval. 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 the Agreement and all contracts relative to this Project. • Completed Operations/Products Liability until the end the statute of repose period. • Explosion, Collapse and Underground (X, C & U) coverage. • Independent Contractor's coverage. • Aggregate limits of insurance per project, endorsement CG 2503. • OWNER listed as an additional insured, endorsement CG 2010. Kasper Wastewater Agreement Exhibit C Page 3 of 6 EXHIBIT E-2 Kasper Wastewater Agreement Page 32 of 35 Second Amended Consent Agreement SEWCMUD1 • 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: $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 products and completed operations aggregate 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. PERFORMANCE AND PAYMENT BOND REQUIREMENTS 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. 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 Major Wastewater Facilities as security for the faithful performance and/or payment of all CONTRACTOR's obligations under the Agreement. Performance Bonds and Payment Bonds shall 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. Kasper Wastewater Agreement Exhibit C Page 4 of 6 EXHIBIT E-2 Kasper Wastewater Agreement Page 33 of 35 Second Amended Consent Agreement SEWCMUD1 B. Performance Bond. I. If the estimated cost of constructing the Major Wastewater Facilities exceeds $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER. The Performance Bond shall be effective for the term of the Agreement and through all warranty period(s). 2. If the estimated cost of constructing the Major Wastewater Facilities exceeds $25,000 but is less than or equal to $100,000, CONTRACTOR shall furnish OWNER with a Perfonnance Bond in the form set out 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 95% of the estimated cost of construction of the Major Wastewater Facilities following Final Completion, and the remaining 5% of the Contract Amount following the one year warranty period. 3. If the estimated cost of constructing the Major Wastewater Facilities is less than or 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 one year warranty period, or longer if the warranty periods are longer. C. Payment Bond. If the estimated cost of constructing the Major Wastewater Facilities exceeds $25,000, CONTRACTOR shall furnish OWNER with a Payment Bond in the form set out by OWNER. 2. If the estimated cost of constructing the Major Wastewater Facilities 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 AS A RESULT. F. Furnishing Bond Infonnation. 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 must 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 Kasper Wastewater Agreement Exhibit C Page 5 of 6 EXHIBIT E-2 Kasper Wastewater Agreement Page 34 of 35 Second Amended Consent Agreement SEWCMUD1 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 Major Wastewater Facilities 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. 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). Kasper Wastewater Agreement AUSTIN _1 \703560v l 55127-1 06/07/2013 Exhibit C EXHIBIT E-2 Kasper Wastewater Agreement Page 6 of 6 Page 35 of 35 Second Amended Consent Agreement SEWCMUD1 PRELIMINARY ENGINEERING REPORT FOR ANNEXATION OF KASPER TRACT SOUTHEAST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. I JONES-HEROY & ASSOCIATES, INC. TBPE REGISTRATION # F-006320 1900 EAST HOWARD LANE BUILDING A, SUITE 6 PFLUGERVILLE, TX 78660 FEBRUARY 2016 EXHIBIT F-2 Kasper Engineering Report Pagel of 32 Second Amended Consent Agreement SEWCMUD1 PRELIMINARY ENGINEERING REPORT FOR ANNEXATION OF KASPER TRACT SOUTHEAST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 1 TABLE OF CONTENTS SECTION 1 - INTRODUCTION..........................................................................................4 SECTION 2 - PROJECT DESCRIPTION...........................................................................5 SECTION 3 --- PROPOSED IMPROVEMENTS..................................................................6 SECTION 4 - FIRE PROTECTION AND LAW ENFORCEMENT..................................8 SECTION 5 - BUILD OUT AND POPULATION PROJECTIONS...................................8 SECTION 6 - COST SUMMARY..........................................................................................9 SECTION 7 - FINANCIAL INFORMATION.....................................................................14 7 EXHIBIT F-2 Kasper Engineering Report Page 2 of 32 Second Amended Consent Agreement SEWCMUDI LIST OF TABLES 1. Projected Land Use 2. Build -out Schedule and Population Projections 3. Estimated Total Water, Wastewater & Drainage Costs & Bond Issue Requirement 4. Estimated Total Recreational I nprovements Cost & Bond Issue Requirement 5. Estimated Total Road Improvement Costs & Bond Issue Requirement 6. Projected Development and Assessed Value (AV) 7. Overlapping Tax Rates LIST OF EXHIBITS 1. Vicinity Map 2. District Boundary Map and Metes and Bounds Description 3. Land Use Map & Roadway Network Layout 4. Preliminary Plans (A) Preliminary Water Plan (B) Preliminary Wastewater Plan (C) Preliminary Drainage Plan 3 EXHIBIT F-2 Kasper Engineering Report Page 3 of 32 Second Amended Consent Agreement SEWCMUD1 SECTION 1 — INTRODUCTION This report presents the results of a preliminary engineering study to determine the engineering and economic feasibility of annexing a 207 acre tract (the "Kasper Tract") into Southeast Williamson County Municipal Utility District No. 1 ("District'). The purpose of this study is to present economic and engineering data for use by the City of Georgetown ("City") and the District in considering the annexation of the Kasper Tract. The scope of this report provides evidence that the projects which will be widertaken in the Kasper Tract are feasible, practicable, necessary, and benefit all of the land to be annexed into the District. The projects, which include a water distribution system, wastewater collection system, storm drainage system, recreational facilities, and road improvements, are required to ensure orderly development of the land and for the protection of public health and safety. This information provides justification for the annexation of the Kasper Tract. 4 EXHIBIT F-2 Kasper Engineering Report Page 4 of 32 Second Amended Consent Agreement SEWCMUD1 SECTION 2 — PROJECT DESCRIPTION Location and Access The Kasper Tract consists of approximately 207.1 acres located southeast of the City in Williamson County. The Kasper Tract is in the process of being annexed into the City, after which it is proposed for annexation into the District. The Kasper Tract is located just on the north of Westinghouse Road. See the attached vicinity map (Exhibit 1). A boundary map and a metes and bounds description (Exhibit 2) are also attached. Existing Area. Conditions and Tonoaraoh The Kasper Tract is currently undeveloped gently sloping pastureland with gentle grades. The northern portion of the Kasper Tract drains toward the northeast and the southern portion drains toward the southwest. Based on USDA's Soil Survey of Williamson County, the soils are mostly Austin silty clay or Castephen silty clay with a slope of from 1 % to 4%. There are no existing public roads within the Kasper Tract. Preliminary Drainage Study The 207.1 acres of the Kasper Tract are primarily located on a plateau north of Westinghouse Road (County Road 111). The highest point is approximately at 830 feet above mean sea level in the northwest corner of the tract. The southern portion of the Kasper Tract drops down slightly with the lowest point of 780 feet above mean sea levet in the southwest corner of the tract. No portions of the Kasper Tract are located within the 100 year floodplain. The natural drainage basins should be preserved with minor modifications as necessary to accept storm water runoff from the District. The project will be designed to the City of Georgetown standards and will include curb and guttered streets, curb inlets, and storm water sewer pipes with headwalls discharging into existing drainage channels. The storm water collection system will be designed to mitigate and control discharges into a tributary of the San Gabriel River so that the storm water flows will not create erosion problems. Preliminary Traffic Study Access is from Westinghouse Road which borders the District's southern boundary or Rockride Lane which is along the eastern boundary. There will be two main entrances with major collector roads from these entrances that lead to the heart of the Kasper Tract. A network of minor collector roads and local streets will provide access to all areas within the Kasper Tract. EXHIBIT F-2 Kasper Engineering Report Page 5 of 32 Second Amended Consent Agreement SEWCMUD1 Land Use Plan Exhibit 3 shows the planned land use. The proposed development consists of single family residences entirely, with park and trail facilities. The projected population for the Kasper Tract at full development is approximately 2,544 persons considering 3.5 persons per residence as shown in Table No. 1. Table No. 1 Projected Land Use Land Use Acres Lots Population Single -Family 173.9 727 2,544 Amenity Center 3.0 1 0 Major ROW 9.1 0 0 Open Space 21.1 0 0 Totals 207.1 728 2,544 SECTION 3 - PROPOSED IMPROVEMENTS Water Supply and Distribution System The Kasper Tract is located within the water service area of the Jonah Special Utility District (Jonah). Retail water service will be provided by Jonah. Jonah will charge impact fees for connection to their water system. The proposed water distribution system will consist of a network of arterial and interconnecting loop mains. The design of the water supply and distribution system will be based on a projection of the water demand conditions based on service connections, and the pressure at which it must be supplied. The proposed system design will meet or exceed the minimum standards established by Jonah and TCEQ. The proposed internal water distribution system will provide water service to all the lots shown in the preliminary water plan in Exhibit 4(A). A cost summary for the proposed water distribution system is included in Table No. 3. The proposed water distribution system is adequate for the land uses and development plan described above. Wastewater Collection and Treatment System The District is located within the wastewater service area of the City. Retail wastewater service will be provided by the City. The City owns and operates existing wastewater treatment plant EXHIBIT F-2 Kasper Engineering Report Page 6 of 32 Second Amended Consent Agreement SEWCMUDI facilities planned to serve the ultimate build -out demands of the District. The City will charge impact fees to the District for connection to the City's wastewater system. Wastewater will be collected in a gravity collection system within the Kasper Tract and will then convey flow to the City's Dove Springs Wastewater Treatment Facility (Wastewater Permit No. WQ 0010489003). The wastewater system will be designed to meet or exceed the minimum City and TCEQ requirements for the land uses and development plan described above. The proposed internal wastewater collection system will provide wastewater service to all the lots shown in the preliminary sewer plan in Exhibit 4(B). A cost summary for the proposed wastewater collection system is included in Table No. 3. The proposed wastewater collection system .is adequate for the land uses and development plan described above. Storrn Sewer and Drainage System Storm water runoff within the Kasper Tract will be collected in curb and gutter streets into inlets which will convey the flows via underground culverts or overland. Stone water from the proposed storm sewer system will typically outfall into a tributary of the San Gabriel River. Design of the storm sewer system will be based on requirements of the City and TCEQ. The proposed storm sewer and drainage system will provide storm water drainage for all the lots shown in the preliminary drainage plan in Exhibit 4(C). A cost summary for the proposed storm drainage system is included in Table No. 3. The proposed storm drainage system is adequate for the land uses and development plan described above. Recreational Improvements Proposed recreational improvements that will be funded by the District with bonds include neighborhood parks and hiking trails. A conceptual layout of the proposed recreational improvements is included in the land use plan in Exhibit 3. A cost summary for the proposed recreational improvements is included in Table No. 4. Road Improvements The District will have a primary entrance on Rockride Lane and a secondary entrance on Westinghouse Road. The District will fund the collector roads as depicted on the land use plan in Exhibit 3. The developer will construct a network of major collector roads, minor collector roads, and local streets to provide access to the areas of the District depending on land use. A cost summary for the proposed road improvements is included in Table No. 5. 7 EXHIBIT F-2 Kasper Engineering Report Page 7 of 32 Second Amended Consent Agreement SEWCMUD1 SECTION 4 —FIRE PROTECTION AND LAW ENFORCEMENT Fire Protection The City of Georgetown County will provide fire protection and other emergency services. Law Enforcement The City will also be responsible for law enforcement within the District. SECTION 5 —BUILD OUT AND POPULATION PROJECTIONS There is one existing resident in the Kasper Tract at present, which will be vacated prior to development. Projections of fiiture population for the District (Saddlecreek) and the Kasper Tract are shown in Table No. 2. At build -out, it is projected that there will be 726 single family residences on the Kasper Tract along with the 774 single family and 392 townhome/cluster homes in Saddlecreek. Based on 3.5 persons per residence, the estimated population at build -out will be 3,808. The build -out schedule for the Kasper Tract is shown in Table No. 2 below. Build -out is expected to take approximately 7 years. TABLE; No. 2 BUILD -OUT SCHEDULE AND POPULATION PROJECTIONS (KASPFR TRACT) Year Single Family Homes Added Cumulative Homes Added Population 2016 50 50 175 2017 75 125 438 2018 100 225 788 2019 1 100 325 1,138 2020 125 450 1,575 2021 150 600 2,100 2022 126 726 2,541 Total 726 726 2,541 Note: * Population estimate assumes 3.5 persons per household. EXHIBIT F-2 Kasper Engineering Report Page 8 of 32 Second Amended Consent Agreement SEWCMUD1 SECTION 6 — COST SUMMARY Cost Summary Cost summaries of the estimated costs of the proposed combined District facilities at 100% reimbursement to serve both Saddlecreek and Kasper Tract are given in Tables No. 3, No. 4, and No. 5. TABLE No. 3 ESTLMI ATED TOTAL WATER, WASTEWATER & DRAINAGE COST & BOND ISSUE REQUIREMENT CONSTRUCTION COSTS A. Developer Contribution Items 1. Drainage 2. Water Distribution System 3. Wastewater Collection System 4. Erosion & Miscellaneous 5. Engineering Costs (10%) of Items 1-4 Total Developer Contribution Items B. District Items 1. Wastewater Impact Fees 2. Water Impact Fees 3. Off Site Water Improvements 4. Off Site Wastewater Improvements 5. Engineering Costs (10% of Items 3-4) 6. Land for Pond Sites Total District Items Total $ 5,393,767 $ 4,027,286 $ 3,625,200 $ 289,823 $ 1,387,155 $ 14,723,231 District Share 100% $ 5,393,767 $ 4,027,286 $ 3,625,200 $ 289,823 $ 1,387,155 $ 14,723,231 $ 3,166,764 $ 3,166,764 $ 6,542,900 $ 6,542,900 $ 152,600 $ 152,600 $ 6,600,000 $ 6,600,000 $ 675,260 $ 675,260 $ 60,000 $ 60,000 $ 17,197,524 $ 17,197,524 TOTAL CONSTRUCTION COSTS $ 31,920,754 $ 31,920,754 NON -CONSTRUCTION COSTS A. Legal Fees (3%) B. Fiscal Agent Fees (2.5%) 9 $ 1,291,350 $ 1,076,125 EXHIBIT F-2 Kasper Engineering Report Page 9 of 32 Second Amended Consent Agreement SEWCMUDI C. Interest Costs 1. Capitalized Interest (2 yrs. @ 4.5%) $ 3,874,050 2. Developer Interest (2 yrs. @ 4.5% on Const. $ 2,588,868 Cost) D. Bond Discount (3%) $ 1,291,350 E. Bond Application Report Costs $ 290,000 F. TCEQ Fee (0.25% BIR) $ 123,338 G. Attorney General Fee (0.1% BIR) $ 43,045 H. Issuance Costs $ 146,217 I. Creation Costs $ 375,000 J. Administrative Costs $ 229,903 TOTAL NON -CONSTRUCTION COSTS $ 11,329,246 TOTAL BOND ISSUE REQUIREMENT S 43,250,000 H EXHIBIT F-2 Kasper Engineering Report Page 10 of 32 Second Amended Consent Agreement SEWCMUDI TABLE No. 4 ESTIMATED TOTAL RECREATIONAL IMPROVEMENTS COST & BOND ISSUE REQUIRENIENT NON -CONSTRUCTION COSTS A. Legal Fees (3%) S 103,050 District Share CONSTRUCTION COSTS 85,875 Total 100% A. Developer Contribution Items $ None 2. Developer Interest (2 yrs. ry 4.5% on Const. Cost) $ B. District Items D. Underwriter's Discount (3.0%) $ 103,050 E. Bond Application Report Costs 1. Entrance Way and Landscaping $ 150,000 $ 150,000 2. Parks $ 300,000 $ 300,000 3. Trails $ 250,000 $ 250,000 4. Amenity Center $ 1,525,000 S 1,525,000 5. Design & Permitting Costs (15%) of items 1 - 4 $ 337,500 $ 337,500 Total Developer Contribution Items $ 2,562,500 $ 2,562,500 TOTAL CONSTRUCTION COSTS $ 2,562,500 $ 2,562,500 NON -CONSTRUCTION COSTS A. Legal Fees (3%) S 103,050 B. Fiscal Agent Fees (2.5%) $ 85,875 C. Interest Costs 1. Capitalized Interest (2 yr. @ 4.5%) $ 309,150 2. Developer Interest (2 yrs. ry 4.5% on Const. Cost) $ 230,625 D. Underwriter's Discount (3.0%) $ 103,050 E. Bond Application Report Costs $ 28,727 F. TCEQ Fee (0.25% BIR) $ 8,588 G. Attorney General Fee (0.1% BIR) $ 3,435 TOTAL NON -CONSTRUCTION COSTS $ 872,500 TOTAL BOND ISSUE REQUIREMENT $ 3,435,000 11 EXHIBIT F-2 Kasper Engineering Report Pagel 1 of 32 Second Amended Consent Agreement SEWCMUDI TABLE No. 5 ESTIMATED TOTAL ROAD IiMPROVENIENTs COST & BOND ISSUE REQUIREMENT District Share CONSTRUCTION COSTS Total 100% A. Developer Contribution Items 1. Collector Roads $ 3,750,000 S 3,850,000 2. Engineering Costs (15%) on Item 1 $ 555,746 $ 555,746 Total Developer Contribution Items $ 4,305,746 S 4,405,746 B. District Items 1. Land Costs $ 349,263 $ 349;263 Total District Items S 349,263 $ 349,263 TOTAL CONSTRUCTION COSTS NON -CONSTRUCTION COSTS A. Legal Fees (3%) B. Fiscal Agent Fees (2.5%) C. Interest Costs 1. Capitalized Interest (2 yrs. @ 4.5%) 2. Developer Interest (2 yrs. @ 4.5% on Const. Cost) D. Underwriter's Discount (3.0%) E. Attorney General Fee (0.1%.BIR) TOTAL NON -CONSTRUCTION COSTS TOTAL BOND ISSUE REQUIREMENT $ 4,655,009 S 4,755,009 12 EXHIBIT F-2 Kasper Engineering Report a $ 188,700 $ 157,250 S 566,100 $ 427,951 S 188,700 S 6,290 S 1,534,991 S 6,290,000 Page 12 of 32 Second Amended Consent Agreement SEWCMUDI Explanation of Tables The projected construction cost estimates contained in Tables No. 3, No. 4, and No. 5 are based on estimated construction costs in the area. Developer interest is based on the developer advancing construction funds approximately 24 months before each bond sale throughout the life of the project. The projected construction costs included in the tables represent the total amount of construction costs necessary to complete development of the land plus costs associated with the sale of the bonds. The total bond issue requirement for water, wastewater and drainage, recreational, and roads is approximately $52,975,000. Projected Tax Rate Revenue to retire the bonds will be generated by ad valorem taxes. The projected assessed value of all property within the District following annexation of the Kasper Tract at full development is $457,252,400 as presented by the District's financial advisor, Public Finance Group, LLC. Public Finance Group, LLC has developed a financial plan which includes the issuance of multiple series of bonds to finance these costs assuming a 100% reimbursement scenario. The term for the proposed bonds will be 25 years. Assuming projected home values and build -out schedule, and the bond issue requirement spread over the several series of bonds, a debt service tax rate of up to $0.5270 per $100 of assessed value is required to retire the bonds. The tax rate calculations assume the bonds will be sold at an interest rate of 4.5% with a tax collection rate that varies between 90% and 100%. The proposed District will have the ability to levy an operation and maintenance tax for its ultimate operation expenses. Since the City will provide water and wastewater service for the District, the operation and maintenance tax is estimated to begin at $0.5400 and be reduced to as low as $0.0130 as the District develops. The combined District target tax rate is $0.5400. 13 EXHIBIT F-2 Kasper Engineering Report Page 13 of 32 Second Amended Consent Agreement SEWCMUD1 SECTION 7 — FINANCIAL INFORMATION The overall tax rate for property in the District is a combination of Williamson County, Georgetown ISD, the City of Georgetown, and the proposed District tax rates. The following table summarizes the 2015 tax rates on land in the proposed District. TABLE No. 7 OVERLAPPING TAx RATES Taxing Entity Projected Overlapping Tax Rate Southeast Williamson County MUD No. 1 (District) $ 0.5400 Williamson County $ 0.4415 City of Georgetown S 0.4340 Williamson County ESD No. 8 $ 0.0950 Georgetown ISD $ 1.3980 Total Projected Tax $ 2.9085 14 EXHIBIT F-2 Kasper Engineering Report Page 14 of 32 Second Amended Consent Agreement SEWCMUDI EXHIBIT F-2 Kasper Engineering Report E O n � _ V i � � I � C I K' II Page 15 of 32 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUDI PAPE -DA WSON ENG7IM EERS FIELD NOTES FOR SOUTHEAST WILLIAMSON COUNTY MUD NO. 1 A 0.131 OF AN ACRE, OR 5,709 SQUARE FEET TRACT OF LAND OUT OF A CALLED 100 ACRE TRACT OF LAND, "2nd TRACT," CONVEYED TO WOODHULL FAMILY PARTNERS, A TEXAS GENERAL PARTNERSHIP RECORDED IN VOLUME 2442, PAGES 243-246 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, SITUATED IN THE WILLIAM ADDISON SURVEY, ABSTRACT 21 IN THE CITY OF GEORGETOWN, WILLIAMSON COUNTY, TEXAS. SAID 0.131 OF AN ACRE TRACT BEING MORE FULLY DESCRIBED AS FOLLOWS, WITH BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1983 (NA 2011) EPOCH 2010.00, FROM THE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE: COMAJENCING at a %" iron rod with yellow cap marked "Pape -Dawson" found for the northwest corner of said called 100 acre tract, "2"d tract", same being the southwest comer of a called 5.00 acre tract conveyed to Hector Hugo Dominguez recorded in Document No. 2000043604 of the Official Public Records of Williamson County, Texas, also being a point in the east right of way line of County Road 110 (Rockride Lane), a variable width right of way; TIRNCE S 21°31'0$" E, with the east right of way line of said County Road 110 (Rockride Lane), same being the west line of said 100 acre tract, a distance of 101.66 feet to a calculated POINT OF BEGENNING of herein described tract; THENCE departing the east right of way line of said County Road 110 (Rockride Lane), through the interior of said 100 acre tract the following twelve (12) courses and distances: 1. N 68°15'35" E, a distance of 171.85 feet to a calculated point of tangent curvature, 2. along the arc of said curve to the right, having a radius of 310.00 feet, a central angle of 13°20'42", a chord hearing and distance of N 74°55'55" E, 72.04 feet, an are length of 72.20 feet to a calculated point of tangency, 3. N 81°36'16" E, a distance of 248.33 feet to a calculated point of tangent curvature, 4. along the arc of said curve to the left, having a radius of 355.00 feet, a central angle of 3123'00", a chord bearing and distance of N 65°54'46" E, 192.03 feet, an are length of 194.45 feet to a calculated point of tangency, Ajslln : San An:ornio ! I-cus:on I ror: Wo-th I Gal as Transportation I WetLr Resources I Land Development I Surveying 1 En�eironmencai 78M Shoal Creak Blvo.. Suite 2-20 Wou, Aumin iX 78757 T E12.454.8711 uwa.Paps-Dawsoi.com EXHIBIT F-2 MoMPNrDagineering Report Pap 16f(9 32 0.131 of an acre Job No. 59400-14 Page 2 of 2 Second Amended Consent Agreement SEWCMUD1 Second Amended Zansent Agreement SCWCMUM 5. lbi 50'13'16" E, a distance of 80.80 feet to a calculated point, 6. 5 39°46'441" E, a distance of 7.69 feet to a calculated point, 7. S 50'08'33'° W, a distance of 80.31 feet to a calculated point of tangent curvature, S. along the arc of said curve to the right, having a radius of 355.01 feet, a central angle of 31°23'00", a chord bearing and distance of S 65°50'03" W, 192.03 feet, an are Dength of 194.46 feet to a calculated point of tangency, 9. 8 81°31'33" W, a distance of 248.34 feet to a calculated point of tangent curvature, 10, along the arc of said curve to the left, having a radians of 310.01 feet, a central angle of 13°20'42", a chord bearing and distance of S 74'51'12" W, 72.04 feet, an are length of 72.24 feet to a calculated point of tangency, 11. S 68010'51" W, a distance of 174.-66 feet to a calculated point and, 12. N 21.34'08" W, a distance of 8.20 feet to the FGI1®T OF BEGINNING and containing 0.131 acres in the in the City of Georgetown, Williamson County, Texas, Said tract being described in accordance with an exhibit prepared under Job No. 59040-14 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers, bic. DATE: October 30, 2015 JOB No.: 59000-14 DOC.M.: H:lsurvey�SURVEYI4\14-59000\AIUD and ii\&LD\R'ord\0.131 Ac_MLN D.docx TB -PE Firm Registration 9470 TBPLS Firm Registration #100288-01 �o e ! � POPo.vso•.,p ao Y.O °-• ...•. ` SU EXHIBIT F-2 j�Appp(jEAgjneering Report P@y@ 235 32 Second Amended Consent Agreement SEWCMUDI ,� � .. - CUho�'[rrs�ilLrU'.'i17Ys�"n�gre��rferfro � I (VARIABLE WIDTH RIGHT OF WAY) c� L6521'31.OB"E o D ID� m 0° � 1, '}m � d�➢G� �� I to v -z vropppr > O OOOb�x� .AIM nsApk i 3- agg vpalp $ t I71 -A I m nmo-o M —i �j I poem p p° OR ' � p >1 ng rn •d C � �\ p �o�� g�op 2 8 1 5; y �Jj 2M c� I z��so��o�� �I' C7 a cz�-�,0N z f 00�p%I*1 yy Jo eOO r _ V 1 Yej �.. n i� II 4Q�33Y q Z Nd O o _ �I .r m cn o D $ 4. s n -P W too n C w cn � � r��1 O (T (7+ O O O Oo 00 C N) w w a N D C7 C ' n x � o � N � Fn rW J rn NrA rr r C Z N � fA p � � w m m � cn � C Z m O � W 4+ .p W Z ? 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V I" z EXHIBIT F-2 Kk(>lpBf'1EAgineering Report Page 3FtAt 32 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUDI EXHIBIT A IdPAPE-DAWSON ENGINEERS LAND DEVELOPMENT ENVIRONMENTAL TRANSPORTATION WATER RESOURCES SURVEYING FIELD NOTES FOR 301,507 ACRE MUD A 301.507 acre, or 13,133,643 square feet more or Iess, tract of land conveyed to Woodhull Family Partners, a Texas General partnership, being out of the remaining portion of a called 110 acre tract, "Tract No. 1", save and except a called 4.00 acre tract and a called 3.00 acre tract, out of a called 256 213 acre tract, "Tract No. 2 excepting 100 acres off the west line sold to John Munson and out of a called 100 acre tract of land, "2"d Tract," recorded in Volume 2442, Pages 243-246 of the Deed Records of Williamson County, Texas, situate in the William Addison Survey, Abstract 21 and the Stubblefield Survey, Abstract 556, in the City of Georgetown, Williamson County, Texas. Said 301.507 acre tract being more fully described as follows, with bearings based on the North American Datum of 1983 (NA 2011) Epoch 20 10.00, from the Texas Coordinate System established for the Central Zone: BEGINNING: At a set 'h" iron rod with yellow cap marked "Pape -Dawson", the northwest comer of said called 100 acre tract, "2"d tract" and the southwest comer of a called 5.00 acre tract recorded in Document No. 2000043604 of the Official Public Records of Williamson County, Texas, THENCE: N 68128'42" E, departing the west right of way line of said County Road 110/Rockride Road, along and with the north lime of said called 100 acre tract, "2"d tract" and the south line of said called 5.00 acre tract at a distance of 1022.03 passing the southeast comer of said called 5.00 acre tract and the southwest comer of a called 5.00 acre tract recorded in Document No. 2013112265 of the Official Public Records of Williamson County, Texas, continuing along and with the south line of said called 5.00 acre tract and the north line of said called 100 acre tract, "2-d tract", for a total distance of 1657.26 feet to a set 112" iron rod with yellow cap marked "Pape -Dawson", the southeast comer of said called 5.00 acre tract, the southwest comer of said called 256 2/3 acre tract, "Tract No. 2" and a point in the north line of said called 100 acre tract, "tad tract'; THENCE: N 21'08'40" W, departing the north line of said called 100 acre tract, "2"d tract" along and with the west Iine of said called 256 2/3 acre tract, "Tract No. 2" and the east line of said called 5.00 acre tract at a distance of 273.28 feet passing the northeast comer of said called 5.00 acre tract and the southeast corner of a called 5.00 acre tract recorded in Document No. 2012022786 of the Official Public Records of Williamson County, Texas, continuing along and with the west line of said called 256 2/3 acre tract, "Tract No. 2" and the east line of said AUSTIN / SAN ANTONIO / HOUSTON I 7800 Shoal Creek Bled.. Suite 22o Wes„ Austin. Texas 78757 P 512454.8711 F 512.459.8867 w.papa-dawson.com EXHIBIT A Page 1 of 6 EXHIBIT F-2 Kasper Engineering Report Page 19 of 32 301.507 Acres Job No. 59000-14 Page 2 of 5 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUD1 called 5.00 acre tract, at a distance of 535.48 feet passing the northeast comer of said called 5.00 acre tract and the southeast comer of a called 21.72 acre tract recorded in Document No. 2004005437 of the Official Public Records of Williamson County, Texas, continuing along and with the east line of said called 21.72 acre tract and the west line of said called 256 2/3 acre tract, "Tract No. 2" for a total distance of 1197.43 feet to a found 1/z" iron rod, the northeast corner of said called 21.72 acre tract and the southeast comer of a called 49.44 acre tract recorded in Document No. 2006083330 of the Official Public Records of Williamson County, Texas; THENCE: N 21°27'39" W. along and with the west line of said called 256 2/3 acre tract, "Tract No. 2" and the cast line of said called 49.44 acre tract, at a distance of 1323. 11 feet passing the northeast comer of said called 49.44 acre tract and the southeast comer of a called 1.687 acre tract recorded in Volume 534, Pages 71- 12 of the Deed Records of Williamson County, Texas, continuing along and with the east line of said called 1.687 acre tract and the west line of said called 256 2/3 acre tract, "Tract No. 2" for a total distance of 1428.09 feet to a set �h" iron rod with yellow cap marked "Pape -Dawson", the northeast corner of said . called 1.687 acre tract, the northwest comer of said called 256 2/3 acre tract, "Tract No. 2" and a point in the south right of way line of Carson Cove, a variable width right of way; THENCE: N 69°10'07" E, along and with the north line of said called 256 2/3 acre tract, "Tract No. 2" and the south right of way line of said Carlson Cove, at a distance of 1558.93 feet passing a found '/2" iron rod with cap marked "RPLS-5928", continuing for a total distance of 2555.37 feet to a found ''/2" iron rod, the northeast corner of said called 256 2/3 acre tract, "Tract No. 2", the southeast comer of a 156.5 acre tract recorded in Volume 345, Pages 459-460 of the Deed Records of Williamson County, Texas and a point in the west line of a called 50.56 acre tract recorded in Document No. 2012098012 of the Official Public Records of Williamson County, Texas; THENCE: S 21°30'41" E, along and with the east line of said called 256 2/3 acre tract, "Tract No. 2" and the west line of said called 50.56 acre tract, a distance of 294.83 feet to a found W iron rod, the northwest comer of the aforementioned remaining portion of said called 110 acre tract, "Tract No. P and the southwest corner of said called 50.56 acre tract; THENCE: N 66°5441" E, departing the east line of said called 256 213 acre tract, '"Tract No. 2", along and with the north line of said remaining portion of a called 110 acre tract, "Tract No. 1" and the south line of said called 50.56 acre tract, a PAPE-DAWSON ENGINEERS EXHIBIT F-2 Kasperr Engineering Report Pa a 20 of 32 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUD1 301.507 Acres Job No. 59000-14 Page 3 of 5 distance of 1917.36 feet to a found iron rod with aluminum cap marked "FXDOT", a point in the west right of way line of Texas Toll Road 130, a variable width right of way; THENCE: Southeasterly, along a non -tangent curve to the left, along and with the west right of way line of said Texas Toll Road L30, said curve having a radial bearing of N 50°2649" E, a radius of 4864.23 feet, a central angle of 00°22'07", a chord bearing and distance of S 39°44'14" E, 31.29 feet, an arc length of 31.29 feet to a set 1/2" iron rod with yellow cap marked "Pape -Dawson, a point in the north line of the remaining portion of a called 7.0109 acre tract recorded in Document No. 2010087441 of the Official Public Records of Williamson County, Texas; THENCE: S 67°00'20" W, departing the west right of way line of said Texas Toll Road 130, along and with the north line of the remaining portion of said called 7.0109 acre tract, a distance of 137.96 feet to a set W' iron rod with yellow cap marked "Pape -Dawson"; THENCE: S 66'59'58" W, along and with the north line of the remaining portion of said called 7.0109 acre tract, a distance of 571.12 feet to a found W iron rod, the northwest comer of the remaining portion of said called 7.0109 acre tract; THENCE: S 22'09'19" E, along and with the west line of said remaining portion of a called 7.0109 acre tract, a distance of 304.52 feet to a found t/i' iron rod, the southwest comer of said remaining portion of a called 7.0109 acre tract; THENCE: N 67'06'40" E, along and with the south line of said remaining portion of a called 7.0109 acre tract, a distance of 285.41 feet to a calculated point; THENCE: Departing the south line of said remaining portion of a called 7.0109 acre tract, over and across said remaining portion of a called 110 acre tract, "Tract No. 1" the following calls and distances: S 02'4734" E, a distance of 324.34 feet to a calculated point; S 30°35'40" W. a distance of 196.24 feet to a calculated point; S 14'54'52" W. a distance'of 500.73 Feet to a calculated point; N 82'50'36" E, a distance of 466.14 feet to a calculated point; PAPE-DAWSON ENGINEERS EXHIBIT F-2 KasperrlEngineering Report Pa e 2? of 32 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUDI 301.507 Acres Job No. 59000-14 Page 4 of 5 THENCE: S 22°19'53" E, a distance of 907.94 feet to a calculated point, a point in the south line of the remaining portion of said called 110 acre tract, "Tract No, P and the north line of a called 228.9 acre tract recorded in Volume 443, Pages 369-370 of the Deed Records of Williamson County, Texas; THENCE: S 68°54'22" W, along and with the south line of the remaining portion of said called 110 acre tract, "Tract No. P and the north line of said called 228.9 acre tract, a distance of 1404.62 feet to a found %x" iron rod with cap marked "Forest - 1847", the southwest comer of the remaining portion of said called 110 acre tract, "Tract No. 1", the northwest comer of said called 228.9 acre tract and a point in the west line of the aforementioned 256 213 acre tract, "Tract No. 2" ; THENCE: S 21°30'40" E, along and with the west line of said called 228.9 acre tract and the east line of said called 256 213 acre tract, "Tract No. 2" at a distance of 159.45 feet passing the southeast comer of said called 256 213 acre tract, `"Tract No. 2" and the northeast comer of the aforementioned 100 acre tract, "2"d Tract" continuing along and with the west line of said called 228.9 acre tract and the east line of said called 100 acre tract, "2"d Tract" a total distance of 1195.42 feet to a found t'A" iron rod with orange cap with no markings, the southwest comer of said called 228.9 acre tract and a point in the north right of way line of Sam Houston Avenue, a variable width right of way; THENCE: S 68°3346" W, along and with the north right of way line of said Sam Houston Avenue, a distance of 3371.88 feet to a calculated point; THENCE: Departing the north right of way line of said Sam Houston Avenue, over and across said remaining portion of a called 100 acre tract *'21d Tract", the following calls and distances: N 20°28'27" W, a distance of 545.75 feet to a calculated point; N 39°46'44" W, a distance of 368.70 feet to a calculated point; S 50°13'16" W, a distance of 80.80 feet to a calculated point; Southwesterly, along a tangent curve to the right said curve having radius of 355.00 feet, a central angle of 31°23'00", a chord bearing and distance of S 65°54'46" W, 192.03 feet, an arc length of 194.45 feet to a calculated point; S 8I°36'16" W, a distance of 248.33 feet to a calculated point; PAPE-DAWSON ENGINEERS EXHIBIT F-2 Kasperrl�ngineering Report RPaar,4lM 32 301.507 Acres Job No. 59000-14 Page 5 of 5 Second Amended Consent Agreement SEWCMUDI Second Amended Consent Agreement SEWCMUD1 Southwesterly, along a tangent curve to the left said curve having radius of 310.00 feet, a central angle of 13°20'42", a chord hearing and distance of S 74°55'55" W, 72.04 feet, an arc length of 72.20 feet to a calculated point; THENCE: S 68°15'35" W, a distance of 171.85 feet to a calculated point; THENCE: N 2l°31'08" W.a distance of 101.65 feet to the POINT OF BEGINNING and containing 301.507 acres in the City of Georgetown, Williamson County, Texas, Said tract being described in accordance with an exhibit prepared under Job No. 59000-14 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers, Inc. DATE: February 27, 2014 REVISED: February 28, 2014 JOB No.: 59000-14 DOC.ID.: Wsurvey\SURVEYI4\14-59000\NM and M2AD\Word\ TBPE Firm Registration #470 TBPIS Firm Registration #100288- PAPE-DAWSON ENGINEERS EXHIBIT APage 5 of 6 EXHIBIT F-2 Kasper Engineering Report Page 23 of 32 Second Amended Consent Agreement SEWCMUDI Second Amended Consent Agreement SEWCMUD1 III _ ui•t ! I I t I � i i irl"I II jli t I I ! III ' il'i !li !!iii•! irli) I!i",i!'�j �m!l�j t;l {�IiIfE , ,1(, {{f-- _l , � i tt 1 • � j j i f.. ,I f , f►�f I- +.j�rl,. r I ,.;', : ' I - +�� - tt I C . , t ! ' I' I.i { i I t f !; R tf(I n, (it ttli,! {I ,.i, ,31 I� ;,t �f • tl 1!I I';' i 4; !! i• I II i '!(li � I(1 i t I ij 14 Iz.l I!' ('1 jli<< L�II•t lltjllli � �,.Il;t Ij j!tlil ; •I���: i I { i! t: i• •: fl•I !t t i ' !` r"' li: �II tl'f'4' jtf !{illl' ! E I �I ;... :• ..,.; i ' !' t i �,Iti 1i�' ( Illtl•t .! r�:l I Illji� I tt Oil ! flit t !!!,Ilhill, ,ii �• , I f ,I �` R• tl I I f ( i It 1. 1 ,t r,tf .'',: iii ��, , ilii !i ! i i i ib ;ill t!i1i11!I 11. {!t; !t!!!il MUD EXHIBIT PAPE•DAINSON ENGINEERS I EXHIBIT F-2 E pear E gineering Report Pae 2�of 32 Second Amended Consent Agreement SEWCMUDI Second Amended Consent Agreement SEWCMUDI PAPE-DAWSON ENGINEERS BEE FIELD NOTES 11160 A 207.147 ACRE TRACT OF LAND BEING ALL OF A CALLED 207.191 CONVEYED TO KASPER FAMILY LTD PARTNERSHIP IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS AS DESCRIBED IN VOLUME 2150, PAGE 12 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND INCLUDING ALL OF A CALLED SAVE AND EXCEPT 1.00 ACRE TRACT CONVEYED TO KASPER FAMILY LTD PARTNERSHIP RECORDED IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SITUATED IN THE W. ADDISON SURVEY, ABSTRACT NO. 21, IN THE CALVIN BELL SURVEY, ABSTRACT NO. 112 AND THE J. ROBERTSON SURVEY, ABSTRACT NO. 545 IN WILLIAMSON COUNTY, TEXAS. SAID 207.147 ACRE TRACT OF LAND BEING MORE FULLY DESCRIBED AS FOLLOWS, WITH THE BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1983 (CORS 1996), FROM THE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE: BEGINNING At a found Mag Nail in the northeast corner of said 207.191 acre tract, same being the southeast coiner of a called 18.12 acre tract conveyed to Blake and Terilyn Henderson recorded in Document No. 2014073916 of the Official Public Records of Williamson County, Texas, also being a point in the west right of way line of RockRide Road, a variable width right of way and the northeast comer of hereof, THENCE S 21040'12" E, with the east line of said 207.191 acre tract, same being the west line of said RockRide Road, a distance of 2788.07 feet to a th" iron rod with yellow cap marked "Pape -Dawson" set in the southeast corner of said 207.191 acre tract and easternmost southeast corner hereof; THENCE S 68051'49" W, with a south line of said 207.191 acre tract, same being the north line of said County Road 111, a distance of 1241.28 feet to a 1" iron pipe found in the southeast ell corner of said 207.191 acre tract and the southeast ell corner of hereof; THENCE S 19059'46" E, with the east line of said 207.191 acre tract, same being the west right of way line of said County Road 111, a distance of 1313.48 feet to a mag nail in asphalt with washer marked "Pape -Dawson" set for the southernmost southeast corner of said 207.191 acre tract, same being a point in the north right of way line of County Road 110, a variable width right of way, and the southernmost southeast comer of hereof, Austin I San Antonio I Houston I Port Worth I Dallas Transportation I Water Resources I Land Development I Surveying I Environmental 7800 Shoal Creek Blvd., Suite 220 West, Austin, TX 78757 T: 512.454.8711 wwmr.Pape-Dawson.com EXHIBIT F-2 K2�S��� &t ineering Report Pa e 24132 207.147 Acre Job No. 50857-00 Page 2 of 3 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUD1 THENCE S 67056'38" W, with the south line of said 207.191 acre tract, same being the north right of way line of said County Road 111, a distance of 650.12 feet to a'/2" iron rod found in the north right of way line of said County Road 111, same being the southernmost southwest comer of said 207.191 acre tract, also being the southeast corner of said 13.00 acre tract conveyed to Samantha and Justin Kacir recorded in Document No. 2015061464 of the Official Public Records of Williamson County, Texas and southernmost southwest comer of hereof, from which a 60D nail in a fence post found bears N 65°44'27" W, 2.82 feet; THENCE N 21041'50" W, departing the north right of way line of said County Road 110, with the west line of said 207.191 acre tract, same being the east line of said 13.00 acre tract, a distance of 1190.66 feet to a iron rod with cap marked "RPLS 1481" found for the southwest ell comer of said 207.191 acre tract, same being the northeast corner of said 13.00 acre tract, for the southwest ell corner hereof; THENCE S 68040'56" W, with the south line of said 207.191 acre tract, same being the north line of said 13.00 acre tract and in pan the north line of a called 89.64 acre tract conveyed to Milton and Josephine Cockram recorded in Volume 376, Page 334 of the Deed Records of Williamson County, Texas, a distance of 927.76 feet to a 1/2" iron rod found for the westernmost southwest corner of said 207.191 acre tract, same being a point in the north line of said 89.64 acre tract, also being the southeast corner of a called 19.00 acre tract, conveyed to Roland T. Burke recorded in Document No. 2003014353 of the Official Public Records of Williamson County, Texas as described in Volume 542, page 521 of the Deed Records of Williamson County, Texas, for the westernmost southwest corner hereof; THENCE N 24007'45" W, with the west line of said 207.191 acre tract, same being the east line of said 19.00 acre tract, a distance of 548.54 feet to a �r/2" iron rod with yellow cap marked "Pape - Dawson" set in the west line of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract, for an angle point hereof; THENCE N 21019'50" W, in part with the east line of said 19.00 acre tract conveyed to Milton and Josephine Cockram, with the east line of a called 19.45 acre tract conveyed to Byers, William Bowling Estate recorded in Document No. 2007030759 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to Marroquin, Doris Galvan Trust of Doris Galvan Marroquin Family Trust recorded in Document No. 2007064864 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to June Stafford Marroquin recorded in Document No. 2013099322 of the Official Public Records of Williamson County, Texas, same being the west line of said 207.191 acre tract, a distance of 2380.78 feet to a %2" iron rod found for the northwest corner of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract conveyed to June Stafford Marroquin, also being a point in the south line of a called 154.11 Exhibit A-2 EXHIBIT F-2 Kasper Engineering Report IdPAPE-DAWSON ENGINEERS M ■ N Page 2 of 4 Page 26 of 32 207.147 Acre Job No. 50857-00 Page 3 of 3 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUDI acre tract conveyed to John Dimmitt Hughes recorded in Volume 276, Page 49 of the Deed Records of Williamson County, Texas and the northwest comer of hereof; THENCE N 69004'40" E, with the south line of said 154.11 acre tract, with the south line of the aforementioned 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1589.23 feet to a'h" iron rod with yellow cap marked "Pape -Dawson" set in the north line of said 207.191 acre tract, same being the south line of said 18.12 acre tract, for an angle point hereof; THENCE N 68048'15" E, continuing with the south line of said 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1278.39 feet to the POINT OF BEGINNING and containing 207.147 acres in the City of Austin, Williamson County, Texas. Said tract being described in accordance with a survey made on the ground prepared under Job No. 50857-00 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers, Inc. DATE: October 6, 2015 JOB No.: 50857-00 DOC.ID.: H:\survey\CIVIL�50857-00\Word\207.147Ac.docx TBPE Firm Registration #470 TBPLS Firm Registration #100288-01 EXHIBIT F-2 Rasp �r Engineering Report PAPE-DAWSON ENGINEERppS g o " • ® Pa�je 27fof 32 Second Amended Consent Agreement SEWCMUD1 Secant finenjt j ccmeni Hareerrenl 9E.' ML.01 Nolen .,....., ,.._,...[.... ........ ..................,.,,. ,.......,r�.a.e :» su au Stage: SEC Planning, LLC CONCEPT PLAN Noah Dwe. September 28.2DIE ..r :.n„r.,t. r.s..,..n•r„n.o,M, r.,,an.,,•...v... 1; KASPER TRACT ..[u'�....�_., c..�.,a .. m....._..�,,.[............._.. 8+u mace n� .a.mhJ Sam bre r.a17Jr inlanrlun M m:c• ♦'. N �•••� O.P7t Y[.iia De ?v,a [e•eC Y P'NP.nny h,uea [r lrrrceo=n, old GECaGe70Lur+.TexaS uclxruc•anpn irtl rv�P rro[e[vrcrya.aiinnww v+J aet, EXHIBIT F-2 Kasper Engineering Report aln�nx+lPrryragulHby Wgc•[l ro pg�� 2$.32 Sctu�c ;.Pv rc�J £ehih i C. Pa,t 2 fK�ap`• Tra:q Perk i a 1 Second Amended Consent Agreement SEWCMUD1 J'JOSMVG-3dted lr— ROCKRIDE LN. F I 41 Jr -- 7 D, �T 7�1 t OME T, T. i Ott Y11' �r EXHIBIT F-2 Kasper Engineering Report Page 29 of 32 Second Amended Consent Agreement SEWCMUD1 � '""""""' �"""•""""" ?IiL't1ilS '1'I�r21i1:1G I ' SIV.93NIJN3I NOSNItiO-3dG'd IVil.l.d'c).�NOJ .L21'3JSV`I r r 9 � I ROCKRIDE L� hill `.k i r�-1T1- �= EXHIBIT F-2 Kasper Engineering Report Page 30 of 32 Second Amended Consent Agreement SEWCMUD1 Second Amended Consent Agreement SEWCMUD1 EXHIBIT F-2 Kasper Engineering Report Page 32 of 32 Exhibit C to Resolution: Wastewater Services Agreement [Kasper Tract — SEWCMUDI] WASTEWATER SERVICE AGREEMENT [Kasper Tract - SEWCMUD11 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Wastewater Service Agreement ("Agreement") is between the City of Georgetown, Texas (the "QIC), a home -rule city located in Williamson County, Texas, and Sentinel Land Company, LLC, a Texas limited liability company ("Developer"); and Southeast Williamson County Municipal Utility District No. 1, an "in -city" or "city service" municipal utility district created under Chapters 49 and 54 of the Texas Water Code (the "District") pursuant to the Consent Agreement, as amended, pertaining thereto. The City, Developer, and District are sometimes referred to herein as a "Pat'ti/" or the "Parties." INTRODUCTION WHEREAS, the City, Woodhull Family Partners, a Texas general partnership ("Woodhull Famih�"), Developer, and the District entered into that certain Consent Agreement approved by the City Council of the City on October 21, 2014, recorded in the Official Records of Williamson County as Document No. 2015002545, and joined by the District on August 20, 2015 (the "Original Consent Agreement"), setting forth the terms and conditions of the City's consent to creation of the District and addressing the development of a 301.507 acre tract of land located in the city limits, and that certain Wastewater Service Agreement recorded in the Official records of Williamson County as Document No. 2015002546 ("Woodhull Wastewater Agreement") regarding the provision of retail wastewater service to land within the 301.507 acre tract; and WHEREAS, on December 8, 2015, the City Council approved Resolution No. 120815-I consenting to the assignment of the Original Consent Agreement from Sentinel Land to Woodhull Ventures 2015, L.P., a Delaware limited partnership, and the annexation into the District of approximately 0.131 acres (+/-) of additional land also owned by the Woodhull Family which was inadvertently omitted from the District boundaries in the Original Consent Agreement; and approving the First Amendment (herein so called) and the First Amended Wastewater Agreement (herein so called) reflecting such assignment and annexation; and WHEREAS, by application to the City dated December 10, 2015, Kasper Family Limited Partnership, a Texas limited partnership ("Kasper") requested voluntary Kasper Wastewater Agreement Page I of 25 annexation into the corporate boundaries of the City of approximately 207.147 acres of noncontiguous land described by metes and bounds and surveyor's sketch on Exhibit A, attached hereto, which land is referred to herein as the "Kasper Tract;" and WHEREAS, pursuant to Ordinance No. 2016-13 approved by the City Council annexed the Kasper Tract into the corporate limits of the City; and WHEREAS, pursuant to that certain "Petition for City Consent to Annex 207.147 Acres of Land into the Boundaries of Southeast Williamson County Municipal Utility District No. 1" dated January 19, 2016, Kasper requested the City Council's consent to annexation by the District of the Kasper Tract; and WHEREAS, pursuant to the Resolution adopted on even date herewith, the City Council consented to annexation by the District of the Kasper Tract into the boundaries of the District; and WHEREAS, on even date herewith, the Parties have entered into the Second Amended Consent Agreement making changes consistent with annexation of the Kasper Tract into the District; and WHEREAS, the City, Developer, and the District further desire to provide for execution of this Agreement setting forth the terms and conditions pursuant to which the City shall provide retail wastewater services to the Kasper Tract. NOW, THEREFORE, in consideration of the forgoing recitals and mutual agreements set forth herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are all hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or in the City's ordinances, the following terms and phrases used in this Agreement will have the meanings set out below: (a) Agreement: This Wastewater Services Agreement between the City, Developer, and the District. Kasper Wastewater Agreement Page 2 of 25 (b) A1plicable Laws: All federal, state and local laws, ordinances, orders, specifications, standards, rules, and regulations pertaining and applicable to the design and construction of the Major Wastewater Facilities (defined herein), including, without limitation, the Texas Commission on Environmental Quality laws and rules; the City's Permit No. WQ 0010489003 for the Dove Springs WWTP (as amended, modified, reissued, or renewed);; and the City's Code of Ordinances, Unified Development Code, Construction Specifications and Standards manual, Drainage Criteria Manual, Building Codes, Fire Codes, Inspection Guidelines, and Development Manual. (c) City: The City of Georgetown, Texas, a home -rule city located in Williamson County, Texas. (d) Commission: The Texas Commission on Environmental Quality or its successor agency. (e) Completion of Construction: A written determination by the City that (1) construction of a Major Wastewater Facility (defined herein) has been declared to be substantially complete by the Engineer and the City, (2) the required maintenance bond for the Major Wastewater Facility in favor of the City has been delivered to the City, and (3) the City has issued a letter of acceptance declaring that the City has accepted the Major Wastewater Facility for operation and maintenance. (f) Completion Date: The Phase 1 Completion Date, Phase 2 Completion Date, Phase 3 Completion Date, Phase 4 Completion Date or Phase 5 Completion Date, as applicable, all as defined herein. (g) Consent Agreement: The Original Consent Agreement, as amended, pertaining to the creation of the District and related matters. (h) District: Southeast Williamson County Municipal Utility District No. 1. (i) Dove Springs Force Main: The wastewater force main to be constructed from the Dove Springs Lift Station (defined herein) to the head works at the Dove Springs WWTP in the approximate location and size shown on the Major Wastewater Facilities Plan attached hereto as Exhibit B, and sized to provide capacity equal to or greater than a 16" force main. 0) Dove Springs Lift Station: The two (2.0) million gallon per day (MGD) lift station to be constructed at the Dove Springs WWTP (defined herein) in the same approximate location shown for the "Dove Springs LS" on the Major Wastewater Kasper Wastewater Agreement Page 3 of 25 Facilities Plan attached hereto as Exhibit B for the ultimate five (5.0) MDG lift station on the Dove Springs WWTP plant site. (k) Dove Springs WWTP. The wastewater treatment plant owned and operated by the City located at SH 29 and Smith Branch and operating under Permit No. WQ 0010489003 issued by the Commission. (1) Effective Date: The latest date accompanying the signature lines below. (m) Engineer: The registered professional engineer licensed to practice in the State of Texas retained by the Developer or District to perform the design work for the Major Wastewater Facilities as contemplated under this Agreement. (n) Kasper Tract: Approximately 207.147 acres of land, described by metes and bounds and surveyor's sketch on Exhibit A. (o) Major Wastewater Facilities Plan: The plan for the Major Wastewater Facilities attached as Exhibit B and consisting of the Major Wastewater Facilities. (p) Major Wastewater Facilities: Collectively, the Dove Springs Force Main, the Dove Springs Lift Station, the 18" Gravity Line, the 15" Gravity Line, the McNutt Force Main, the McNutt Lift Station, and the Wet Well, all as more specifically described and defined in this Agreement and shown on Major Wastewater Facilities Plan attached Exhibit B, (q) Major Wastewater Facility: Any one of the Major Wastewater Facilities. (r) McNutt Force Main: The wastewater force main(s) to be constructed from the southern terminus of the 15" Gravity Line to a point of connection at the McNutt Lift station in the approximate location and size shown on the attached Exhibit B to provide capacity equal to or greater than a 16" force main. (s) McNutt Lift Station: The three (3.0) million gallons per day (MGD) lift station to be constructed in the approximate location shown for the "McNutt LS" on the Major Wastewater Facilities Plan. (t) On -Site Wastewater Facilities. All wastewater facilities internal to the Kasper Tract that are necessary to serve the Kasper Tract. Kasper Wastewater Agreement Page 4 of 25 (u) Phase: means Phase 1, Phase 2, Phase 3 or Phase 4, and Phase 5 and refers to the Major Wastewater Facilities that must be completed on or before the Completion Deadline (defined herein) applicable to each respective Phase. (v) Phase 1 Completion Date: Five o'clock p.m. (5:00 PM) central standard time on December 17, 2017. (w) Phase 2 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2019. (x) Phase 3 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2019. (y) Phase 4 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2019. (z) Phase 5 Completion Date: Five o'clock p.m. (5:00 P.M.) central standard time on December 17, 2020. (aa) Wastewater Impact Fee. The fee determined by the City in accordance with Chapter 395, Texas Local Government Code, to recoup costs of capital improvements to the City's wastewater utility system. (bb) Wet Well: The five (5) million gallons per day (MGD) wastewater wet well to be constructed at the Dove Springs WWTP in the approximate location shown on the Major Wastewater Facilities Plan. ARTICLE II MAJOR WASTEWATER FACILITIES 2.01 Approval of Major Wastewater Facilities Plan. The City hereby confirms its approval of the Major Wastewater Facilities Plan attached hereto as Exhibit B, which is incorporated herein by reference for all purposes as if set forth in full. 2.02 Phasing (a) Phasing Schedule. The Major Wastewater Facilities are anticipated to be completed in stages as development within the District progresses over time. Subject to Section 2.02(b) of this Agreement, Developer or District shall cause Completion of Construction of the Major Wastewater Facilities in accordance with the following schedule: Kasper Wastewater Agreement Page 5 of 25 (1) Not later than the Phase 1 Completion Deadline: Dove Springs Lift Station, Dove Springs Force Main, and Wet Well (2) Not later than the Phase 2 Completion Deadline: 18" Gravity Lute (3) Not later than the Phase 3 Completion Deadline: 15" Gravity Line (4) Not later than the Phase 4 Completion Deadline: McNutt Force Main (initial stage). (5) Not later than the Phase 5 Completion Deadline: McNutt Lift Station (final stage — 3.0 MGD). Completion of Construction of a Major Wastewater Facility may occur prior to the applicable Completion Deadline, but Completion of Construction after the applicable Completion Deadline shall constitute a material default of this Agreement. (b) Construction of Major Wastewater Facilities for Phases 1 and 2 by Others. The Parties acknowledge that others are anticipated to cause Completion of Construction of the Major Wastewater Facilities specified in Sections 2.02(a)(1) and (2), above, pursuant to the Woodhull Wastewater Agreement, as amended. If, however, others have not caused Completion of Construction of all of those Major Wastewater Facilities listed in Sections 2.02(a)(1) and (2) of this Agreement to occur prior to the Phase 2 Completion Deadline, Developer or District shall cause Completion of Construction of those Major Wastewater Facilities listed in Sections 2.02(a)(1) and (2) of this Agreement to occur not later than the Phase 3 Completion Deadline. If others cause Completion of Construction of a Major Wastewater Facility to occur prior to its applicable Completion Deadline, Developer or District shall have no obligation for that completed Major Wastewater Facility. 2.03 Design of the Major Wastewater Facilities (a) Plans -General. At no cost to the City, and subject to Section 2.02(b) of this Agreement, Developer or District shall cause a professional engineer registered in the State of Texas to prepare design drawings, specifications, bid documents and design documents for the construction of the Major Wastewater Facilities in compliance with the Applicable Laws (collectively, the "Plans"). The Major Wastewater Facilities shall be located in the general location depicted on the attached Exhibit B, with the final location to be determined by the City in its sole discretion. Upon completion of the preliminary Plans, Engineer shall submit a set of the preliminary Plans to the City for the City's review and approval. The City shall provide comments on the preliminary Plans within twenty (20) business days after receipt thereof. If the City disapproves any Kasper Wastewater Agreement Page 6 of 25 element of the preliminary Plans, it shall so advise Engineer and the process shall be repeated until the Plans are approved by the City. The Plans must require Completion of Construction to occur on or before the Completion Deadline applicable to each of the Major Wastewater Facilities. (b) Dove Springs Lift Station. With regard to the Plans for the Dove Springs Lift Station, the Parties agree: (1) The Plans may provide for construction of the Dove Springs Lift Station in up to two (2) phases, provided that the final stage must be a lift station consisting of a 2.0 MGD pumping capacity lift station; and (2) The Plans shall specify the pumping capacity of Dove Springs Lift Station to be constructed in during each stage (if construction is phased); and (3) The Plans must be prepared such that the Lift Station can be readily expanded to an ultimate capacity of five (5) MGD; and (4) The Plans must include extension of the City's SCADA system, fiber system, and electric systems to the Lift Station; and (5) The Plans must include installation of variable frequency motors for the pumps that meet the City's specifications and are acceptable to the City; and (6) The Plans must include installation of an on-site emergency generator for emergency redundant power with all phases. (c) Dove Springs Force Main. With regard to the Plans for the Dove Springs Force Main, the Parties agree: (1) The Dove Springs Force Main Plans must provide for construction of the permanent Dove Springs Force Main, and may provide for a temporary, smaller sized force main (the "Temporary Dove Springs Force Main") designed to abandoned -in-place once flows in the Dove Springs Force Main are sufficient to make that line operational. The Dove Springs Force Main Plans must provide for construction of the Dove Springs Force Main and the Temporary Dove Springs Force Main to be completed and accepted by the City for operation no later than the Phase 1 Completion Date provided, Kasper Wastewater Agreement Page 7 of 25 (2) (d) agree: (1) (e) the Parties agree: however, and notwithstanding the foregoing, the Dove Springs Force Main must be completed in its entirety simultaneously with completion of construction of the first stage of the Dove Springs Lift Station. The elevation of the Dove Springs Force Main discharge shall match the elevation of the City's existing inflow line at the Dove Springs WWTP. Wet Well. With regard to the Plans for the Wet Well, the Parties Construction of the Wet Well shall not be phased; the Wet Well must be constructed in its entirety as a five (5) million gallons per day (MGD) wet well. 18" Gravi , Line. With regard to the Plans for the 18" Gravity Line, (1) Construction of the 18" Gravity. Line shall not be phased; the Gravity Line must be built in its entirety as an eighteen inch (18") gravity line extending from the Dove Springs Lift Station to the southernmost boundary of the Woodhull Tract (at Sam Houston Avenue); and (f) 15" Gravity Line. With regard to the Plans for the 15" Gravity Line, the Parties agree: (1) Construction of the 15" Gravity Line shall not be phased; the 15" Gravity Line must be built in its entirety as a fifteen inch (15") gravity line extending from the terminus of the 18" Gravity Line to the point of connection with the McNutt Force Main; and (g) McNutt Force Main. With regard to the Plans for the McNutt Force Main, the Parties agree: (1) The Plans must provide for construction of the permanent McNutt Force Main, and may provide for a temporary, smaller sized force main (the "Temporary McNutt Force Main") designed to abandoned -in-place once flows in the McNutt Force Main are sufficient to make that line operational. The Plans must provide for construction of the McNutt Force Main and the Temporary McNutt Kasper Wastewater Agreement Page 8 of 25 Force Main to be completed and accepted by the City for operation no later than the Phase 4 Completion Date; provided, however, and notwithstanding the foregoing, the McNutt Force Main must be completed in its entirety simultaneously with completion of construction of the first stage of the McNutt Lift Station. (2) The elevation of the McNutt Force Main discharge shall match the elevation of the 15" Gravity Line. (h) McNutt Lift Station. With regard to the Plans for the McNutt Lift Station, the Parties agree: (1) The Plans may provide for construction of the McNutt Lift Station in up to three (3) stages, provided that the final stage must be a lift station consisting of a 3.0 MGD pumping capacity lift station; and (2) The Plans shall specify the pumping capacity of McNutt Lift Station to be constructed in each stage; and (3) The Plans must include extension of the City's SCADA system and fiber system to the McNutt Lift Station; and (4) The Plans must include installation of variable frequency motors for the pumps that meet the City's specifications and are acceptable to the City; and (5) The Plans must include installation of an on-site emergency generator for emergency redundant power with all phases. 2.04 Bidding and Contract Award. The contract for construction of the Major Wastewater Facilities shall be advertised for bid and awarded in accordance with all Applicable Laws. 2.05 Insurance and Bonds. Prior to and as a condition of Developer's or the District's issuance of notice to proceed with any of the Major Wastewater Facilities, Developer or the District shall post, or cause the contractor to post, performance and payment bonds in the full amounts of the cumulative contract prices of the Major Wastewater Facilities then being constructed and insurance in accordance with the requirements set forth in Exhibit C to this Agreement. 2.06 Construction of the Major Wastewater Facilities. Kasper Wastewater Agreement Page 9 of 25 (a) In order to provide wastewater collection service from the City's existing wastewater system to the Kasper Tract, subject to Section 2.02(b) of this Agreement and at no cost to the City, Developer or District shall cause Completion of Construction of the Major Wastewater Facilities to occur in accordance with all Applicable Laws and with the Plans and the terms and conditions of this Agreement. No other off-site wastewater improvements will be required by the City to extend wastewater service to the Kasper Tract. (b) Developer or District shall issue the notice to proceed for construction of the Major Wastewater Facilities at least one (1) year prior to the applicable Completion Deadline for the Major Wastewater Facility. (c) Any of the Major Wastewater Facilities that are not located on City - owned land at the Dove Springs WWTP site must be constructed within permanent exclusive utility easements in favor of the City and at no cost to the City. The easements must be free of all liens and encumbrances and in form and substance acceptable to the City Attorney. Developer or District shall procure a title commitment in favor of the City for all permanent easements, having only those exceptions to title that are reasonable acceptable to the City its sole discretion. The City will make available, at no cost to the Developer or the District, the right to use land at the Dove Springs WWTP for those portions of the Major Wastewater Facilities that are to be located on the City's Dove Springs WWTP site. 2.07 Inspections. The City shall have the right to periodically inspect the construction of the Major Wastewater Facilities and, upon receipt of a request for final inspection, perform the final inspection of the Major Wastewater Facilities for maintenance and operation. 2.08 Completion Notice. Upon substantial completion of a Major Wastewater Facility, Developer or the District shall deliver to the City written notice that construction of the Major Wastewater Facility has been completed and is ready for final inspection (the "Completion Notice"). The Completion Notice must include the following items: (a) Certification that there are no liens or other encumbrances on the Major Wastewater Facilities, including copies of lien releases; and (b) The Maintenance Bond required by Section 2.10 of this Agreement; (c) The as -built plans required by Section 2.11 of this Agreement Kasper Wastewater Agreement Page 10 of 25 2.09 City Acceptance. Within fourteen (14) business days after the City's receipt of a Completion Notice, the City shall respond by either submitting a list of items still requiring completion or modification, or by accepting the Major Wastewater Facility and issuing a Letter of Acceptance. Final acceptance of a Major Wastewater Facility shall not be valid unless and until the Maintenance Bond required by Section 2.10 of this Agreement is in place. The City's failure or delay of issuance of a Letter of Acceptance shall not constitute acceptance of a Major Wastewater Facility. 2.10 Maintenance Period and Maintenance Bond. Developer and the District hereby warrant that the Major Wastewater Facilities shall be free from defects for a period of two (2) years from the date the City accepts the Major Wastewater Facilities for ownership, operation and maintenance (the "Maintenance Period"). Developer or the District shall correct and repair, or cause to be corrected and repaired, any defects in materials or workmanship of the Major Wastewater Facilities that occurs before and during the Maintenance Period due to any cause, other than those arising solely out of the gross negligence or willful misconduct of the City. To secure the warranty obligations during the Maintenance Period, Developer or District shall extend the Performance Bond required by Exhibit C of this Agreement for the two (2) year Maintenance Period. The Major Wastewater Facilities must meet the requirements of the Applicable Laws and the final, City -approved plans at the end of the Maintenance Period in order for the City to release the Maintenance Bond. Upon release of the Maintenance Bond, Developer and District shall have no further obligations or responsibility for the Major Wastewater Facilities. 2.11 As Built Plans. After construction of a Major Wastewater Facility, Developer or District shall submit a set of construction plans certified as "as -built" by the engineer responsible for preparing the Plans. The as -built plans shall be in the format requested by the City. 2.12 Transfer of Warranties. Within fifteen (15) calendar days after the date the Letter(s) of Acceptance is issued, Developer or District shall transfer to the City all contractor, subcontractor, consultant, and manufacturer warranties for the Major Wastewater Facility and all components thereof. 2.13 Ownership, Operation and Maintenance of Major Wastewater Facilities. Upon completion of a Major Wastewater Facility, Developer or District will convey the facility to the City for ownership, operation and maintenance, subject the Developer's right to reimbursement from the District for the cost of such facility in accordance with the rules of the Commission. Developer and District acknowledge that, upon acceptance of Major Wastewater Facilities by the City, the City will utilize the Major Wastewater Facilities as part of the City's overall wastewater utility system; Kasper Wastewater Agreement Page 11 of 25 however, such service will not be provided in a manner that impairs the City's ability to provide wastewater service to the Kasper Tract in accordance with the terms of this Agreement. 2.14 Construction of the Major Wastewater Facilities by the City (a) If Developer or the District has not either (i) commenced construction of the Major Wastewater Facilities that are required to be completed on or before a Completion Date before the date that is one (1) year before said Completion Date; or (ii) completed construction the Major Wastewater Facilities that are required to be completed on or before the applicable Completion Date, then the City may, but shall not be required to, construct or finish the facilities, as the case may be, after providing written Notice of its intent do to so to Developer and District ("Notice of Intention to Build"). (b) Within sixty (60) days after the date of the Notice of the Intention to Build, Developer or District must either (i) commence actual construction of the Major Wastewater Facilities required to be completed on or before the applicable Completion Date, and pursue construction until completion of the required Major Wastewater Facilities on or before the applicable Completion Date, or (b) post an Irrevocable Letter of Credit in favor of the City and acceptable in form and substance to the City Attorney in the amount of SIX MILLION FOUR HUNDRED THOUSAND U.S. DOLLARS ($6,400,000.00), or a lesser amount if any is specified in the City's Notice of Intent to Build if Completion of Construction has occurred for any of the Major Wastewater Facilities as of the date of the City's Notice of Intention to Build (the "Fiscal Security"). (c) Developer and District shall be in default of this Agreement and of the Consent Agreement if either (i) actual construction of the Major Wastewater Facilities is not commenced within sixty (60) days of the date of the Notice of Intention to Build, or (ii) if construction has already commenced, Developer or District has not posted the Fiscal Security required by this Section. Upon receipt of the Fiscal Security, the City shall be entitled to utilize the funds to complete construction of the Major Wastewater Facilities and Developer and District shall have no further rights to the Fiscal Security or any proceeds thereof. 2.15 Other Wastewater Improvements. Developer and the District acknowledge and agree that all wastewater improvements that are not included within the definition of Major Wastewater Facilities shall be designed, constructed, inspected, maintained, and transferred to the City in accordance with the City's Unified Development Code, UDC Development Manual, and Construction Specifications and Standards Manual. Kasper Wastewater Agreement Page 12 of 25 ARTICLE III WASTEWATER IMPACT FEES 3.01 Assessment and Payment. The Wastewater Impact Fees for each wastewater service connection within the Kasper Tract will be assessed by the City based on the Wastewater Impact Fees in effect at the time of final approval by the City of the final subdivision plat for the portion of the Kasper Tract that includes that service connection. Developer or District shall pay, or cause to be paid, the applicable Wastewater Impact Fees at the time of application for a building permit. Any refunds of impact fees shall be in accordance with the provisions of the Consent Agreement, as amended. 3.02 Capacity. Upon payment of the applicable Wastewater Impact Fee, the City agrees to guarantee capacity in the City's wastewater utility system in an amount equal to the number of water service connections for which Wastewater Impact Fees have been paid. Nothing in this Agreement shall be construed as reserving capacity for the Developer or District in the Major Wastewater Facilities, any existing City wastewater collection and treatment facilities, or any future City wastewater collection and treatment facilities constructed by third parties prior to the payment of the applicable Wastewater Impact Fees as provided in this Agreement. Notwithstanding the foregoing, it is understood that Developer and District, as appropriate, shall retain a capacity interest in the Major Wastewater Facilities conveyed to or otherwise transferred to the City sufficient to provide service to the Kasper Tract. Any such conveyance or transfer shall not affect Developer's right to seek reimbursement from the District for the cost of the Major Wastewater Facilities constructed or financed by Developer, or the District's right to effect such reimbursement. 3.03 Other Fees. Developer, District, and their successors or assigns shall be obligated to pay the City's usual and customary utility connection fees (e.g., wastewater meter connect fee and engineering and inspection fee) for all wastewater connections within the Kasper Tract. ARTICLE IV ON-SITE WASTEWATER FACILITIES 4.01 Construction of On -Site Wastewater Facilities. Developer or the District shall construct all On -Site Wastewater Facilities that are necessary to serve the Kasper Tract, including all wastewater system piping, valves, and pumps, within designated permanent, exclusive easements or rights-of-way up to the customer side of the meter. These On -Site Wastewater Facilities shall be designed and constructed in accordance Kasper Wastewater Agreement Page 13 of 25 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 for the inspection fees charged by the City for such inspections inside 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 Developer and the District upon request. 4.02 Ownership, Operation, and Maintenance of On -Site Wastewater Facilities. The City agrees to accept the On -Site Wastewater Facilities for operation, maintenance and repair upon completion of construction and the assignment of the applicable two-year performance bond from the construction contractor to the City. Within ninety (90) days of its completion br acquisition of any On -Site Wastewater Facilities, the District will convey them to the City for operation and maintenance. 4.03 Retail Wastewater Service. Subject to the terms and conditions of this Agreement, including those with regard to the design and construction of the Major Wastewater Facilities, the City will provide wastewater service to customers within the District on a retail basis in the same manner, on the same terms and conditions, and at the same rates as the City provides such service to other retail customers inside the corporate limits of the City. The City will be solely responsible for the collecting of payment for wastewater service provided to customers within the District. ARTICLE V AUTHORITY, TERM, ASSIGNMENT AND REMEDIES 5.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 402.014 of the Texas Local Government Code. 5.02 Term. (a) As between the City and the Developer, 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 City and Developer. Upon the expiration of fifteen (15) years, this Agreement may be extended, at the City's or Developer's request and with City Council approval, for up to two successive fifteen (15) -year periods. (b) As between the City and the District, the term of this Agreement will commence on the date that the District's Board of Directors executes this Kasper Wastewater Agreement Page 14 of 25 Agreement and will continue for twenty (20) years thereafter, unless terminated on an earlier date under other provisions of this Agreement or the Consent Agreement, or by written agreement of the City and the District. 5.03 Delegation and Assignment. (a) Delegation of Performance Obligation. Subject to the additional terms and conditions set forth in Section 5.04 of this Agreement, no Party may delegate any of its obligations to perform under this Agreement, except upon delivery to the nondelegating 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 Section 5.04 of this Agreement, Developer may assign its rights to performance under this Agreement only to: (1) Lender to the extent necessary to obtain financing for development of the Kasper Tract, or (2) a successor owner to Developer of all or any part of the Kasper Tract who is also an assignee of the Consent Agreement (in whole or in part), as amended; or (3) to the District. Assignment by Developer to any other persons or entities is not permitted. Any allowed assignment shall be subject to the terms of this Agreement. 5.04 Effect of Delegation or Assignment. Kasper Wastewater Agreement Page 15 of 25 (a) 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. (b) Assignment of rights to performance as allowed by this Agreement shall extinguish the assigning party's right to receive performance, except to the extent that the assigning party retains a lien on the Kasper Tract or any part thereof accompanying the assignment. 5.05 Effect of Delegation or Assignment in Violation of this Section. Any purported assignments or delegations in violation of Section 5.03(a) or (b) are void. 5.06 Other Limitations on Delegation and Assignment. Notwithstanding anything to the contrary in this Agreement, Developer 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. 5.07 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 nondefaulting 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"), the 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 Developer's or District's Cure Periods. No Bonds shall be issued by District for reimbursement of Developer or any other purpose related to the Kasper Tract, and the City shall have all rights to enjoin the issuance of Bonds for such purposes during the applicable Cure Period for a Developer or District default under this Agreement. In addition, the City shall be relieved of all of Kasper Wastewater Agreement Page 16 of 25 its obligations under this Agreement and the Consent Agreement, as amended, 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 Kasper Tract, during the applicable Cure Period for a Developer or District default. If Developer's or District's default is fully cured within the applicable Cure Period, the actions authorized by this Section are the City's exclusive remedies. If the Developer's or District's default remains uncured after the applicable Cure Period, the City is entitled to all rights and remedies available to it by law or in equity or by statute or otherwise. 5.08 Rights and Remedies for Default. (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 the Consent 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 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. 5.09 City's Right to Terminate. After the expiration of the applicable Cure Period, without regard to Developer's or District's partial performance, if any, the City is entitled to terminate this Agreement upon written notice to Developer and District, with the effect set forth in this Section 5.09, if Developer or District has failed to cure a Developer or District default under this Agreement or the Consent Agreement within the applicable Cure Period, and the City has not waived the default in writing, or Developer or District has failed to satisfy a condition precedent and the City has not waived performance of the condition precedent in writing. Termination Kasper Wastewater Agreement Page 17 of 25 of this Agreement pursuant to this Section does not terminate, limit or restrict the rights and remedies of the City and is without prejudice to the City's claim for damages. IN ADDITION TO THE CITY'S RIGHT UNDER COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAULT, DEVELOPER AND DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CITY AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN ANY LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY'S FEES AND EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE CITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM THE BREACH OR UNCURED DEFAULT AND TERMINATION. 5.10 This Agreement is not intended to be binding upon, or create any encumbrance to title as to, any ultimate consumer or end -buyer who purchases a fully developed and improved lot within the Kasper Tract. 5.11 Cooperation. (a) The City, Developer 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 actions taken hereunder, the City, Developer 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. ARTICLE VI MISCELLANEOUS PROVISIONS 6.01 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing 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, 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 days after the date of mailing. Notice given in any other manner will Kasper Wastewater Agreement Page 18 of 25 be effective only when received. For purposed of notice, the addresses of the parties will, until changed as provided below, be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager With Required Copy to: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney Developer: Sentinel Land Company, LLC 9111 Jollyville Road, Suite 212 Austin, Texas 78759 Attn: Davie Nairne Sentinel Land Company, LLC 4910 Campus Drive Newport Beach, CA 92660 Attn: Tom Rielly District: Kimberley S. Beckham Armbrust & Brown, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 The parties may change their respective addresses to any other address within the United States of America by giving at least five (5) days' written notice to the other parties. Developer and the District may, by giving at least five (5) days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. 6.02 Severability; Waiver. (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 a provision be added to this Agreement which is legal, Kasper Wastewater Agreement Page 19 of 25 valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. (b) Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement will not be deemed a waiver thereof or of any other provision, and such party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. 6.03 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. 6.04 Entire Agreement. This Agreement, the Consent Agreement, and the attached Exhibits contain the entire agreement of the Parties. There are no other agreements or promises, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement can be amended only by written agreement signed by the Parties. This Agreement supersedes all other agreements between the parties concerning the subject matter. 6.05 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 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. This Agreement will become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the parties. 6.06 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. Kasper Wastewater Agreement Page 20 of 25 6.07 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. Developer hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the governing documents and other requirements of each entity executing on behalf of Developer. The District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, orders, and requirements pertaining to the District. 6.08 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A - Metes and Bounds Description of the Kasper Tract Exhibit B - Major Wastewater Facilities Plan Exhibit C - Insurance and Bond Requirements [Signatures and acknotivledgements follom] Kasper Wastewater Agreement Page 21 of 25 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY OF GEORGETOWN, TEXAS By: Printed Name: Dale Ross Title:_ Mayor Date: ATTEST: Printed Name: Shelley Nowling Title: City Secretary APPROVED AS TO FORM: Printed Name: Charlie McNabb Title: City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of , 2016, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule municipal corporation, on behalf of the City of Georgetown. Notary Public Signature Kasper Wastewater Agreement Page 22 of 25 Date: STATE OF COUNTY OF SENTINEL LAND COMPANY LLC, a Texas limited liability company By: Thomas J. Rielly, President This instrument was acknowledged before me the day of , 2016, by Thomas J. Reilly, President of Sentinel Land Company LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public Signature Printed Name: My Commission Expires: Kasper Wastewater Agreement Page 23 of 25 SOUTHEAST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 1 BY: Printed Name: Title: Date: ATTEST: Printed Name: Title: STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 2016, by of Southeast Williamson County Municipal Utility District No. 1, a district operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Kasper Wastewater Agreement Page 24 of 25 SEWCMUD1 Kasper Wastewater Agreement f i PAPE-DAWSON ENGINEERS mom FIELD NOTES FOR A 207.147 ACRE TRACT OF LAND BEING ALL OF A CALLED 207.191 CONVEYED TO KASPER FAMILY LTD PARTNERSHIP IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS AS DESCRIBED IN VOLUME 2150, PAGE 12 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND INCLUDING ALL OF A CALLED SAVE AND EXCEPT 1.00 ACRE TRACT CONVEYED TO KASPER FAMILY LTD PARTNERSHIP RECORDED IN DOCUMENT NO. 2014036068 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SITUATED IN THE W. ADDISON SURVEY, ABSTRACT NO. 21, IN THE CALVIN BELL SURVEY, ABSTRACT NO. 112 AND THE J. ROBERTSON SURVEY, ABSTRACT NO. 545 IN WILLIAMSON COUNTY, TEXAS. SAID 207.147 ACRE TRACT OF LAND BEING MORE FULLY DESCRIBED AS FOLLOWS, WITH THE BEARINGS BASED ON THE NORTH AMERICAN DATUM OF 1983 (CORS 1996), FROM THE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE: BEGINNING At a found Mag Nail in the northeast corner of said 207.191 acre tract, same being the southeast corner of a called 18.12 acre tract conveyed to Blake and Terilyn Henderson recorded in Document No. 2014073916 of the Official Public Records of Williamson County, Texas, also being a point in the west right of way line of RockRide Road, a variable width right of way and the northeast comer of hereof; THENCE S 21040'12" E, with the east line of said 207.191 acre tract, same being the west line of said RockRide Road, a distance of 2788.07 feet to a t/z" iron rod with yellow cap marked "Pape -Dawson" set in the southeast corner of said 207.191 acre tract and easternmost southeast corner hereof-, THENCE S 68°51'49" W, with a south line of said 207.191 acre tract, same being the north line of said County Road 111, a distance of 1241.28 feet to a I " iron pipe found in the southeast ell corner of said 207.191 acre tract and the southeast ell corner of hereof; THENCE S 19059'46" E, with the east line of said 207.191 acre tract, same being the west right of way line of said County Road 111, a distance of 1313.48 feet to a mag nail in asphalt with washer marked "Pape -Dawson" set for the southernmost southeast corner of said 207.191 acre tract, same being a point in the north right of way line of County Road 110, a variable width right of way, and the southernmost southeast corner of hereof; A u s t i n I S a n A n t o n i o i H o u s t or. I -o r t W r t h I D a I I a s Transportation I Water Resources I Land Development I Surveying I Environmental 7800 Shoal Creek Blvd.. Suite 220 West, Austin, TX 78757 T: 512.454.8711 wvm,.Pape-Dawson.com Exhibit A - Kasper Tract Page 1 of 4 207.147 Acre SEWCMUDI Kasper Wastewater Agreement Job No. 50857-00 Page 2 of 3 THENCE S 67056'38" W, with the south line of said 207.191 acre tract, same being the north right of way line of said County Road 111, a distance of 650.12 feet to a11/2" iron rod found in the north right of way line of said County Road 111, same being the southernmost southwest comer of said 207.191 acre tract, also being the southeast corner of said 13.00 acre tract conveyed to Samantha and Justin Kacir recorded in Document No. 2015061464 of the Official Public Records of Williamson County, Texas and southernmost southwest corner of hereof, from which a 60D nail in a fence post found bears N 65044'27" W, 2.82 feet; THENCE N 21041'50" W, departing the north right of way line of said County Road 110, with the west line of said 207.191 acre tract, same being the east line of said 13.00 acre tract, a distance of 1190.66 feet to a iron rod with cap marked "RPLS 1481" found for the southwest ell corner of said 207.191 acre tract, same being the northeast comer of said 13.00 acre tract, for the southwest ell corner hereof; THENCE S 68040'56" W, with the south line of said 207.191 acre tract, same being the north line of said 13.00 acre tract and in part the north line of a called 89.64 acre tract conveyed to Milton and Josephine Cockram recorded in Volume 376, Page 334 of the Deed Records of Williamson County, Texas, a distance of 927.76 feet to a'/2" iron rod found for the westernmost southwest corner of said 207.191 acre tract, same being a point in the north line of said 89.64 acre tract, also being the southeast corner of a called 19.00 acre tract, conveyed to Roland T. Burke recorded in Document No. 2003014353 of the Official Public Records of Williamson County, Texas as described in Volume 542, page 521 of the Deed Records of Williamson County, Texas, for the westernmost southwest corner hereof; THENCE N 24007'45" W, with the west line of said 207.191 acre tract, same being the east line of said 19.00 acre tract, a distance of 548.54 feet to a 1/2" iron rod with yellow cap marked "Pape - Dawson" set in the west line of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract, for an angle point hereof; THENCE N 21019'50" W, in part with the east line of said 19.00 acre tract conveyed to Milton and Josephine Cockram, with the east line of a called 19.45 acre tract conveyed to Byers, William Bowling Estate recorded in Document No. 2007030759 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to Marroquin, Doris Galvan Trust of Doris Galvan Marroquin Family Trust recorded in Document No. 2007064864 of the Official Public Records of Williamson County, Texas, with the east line of a called 19.00 acre tract conveyed to June Stafford Marroquin recorded in Document No. 2013099322 of the Official Public Records of Williamson County, Texas, same being the west line of said 207.191 acre tract, a distance of 2380.78 feet to a 1/2" iron rod found for the northwest corner of said 207.191 acre tract, same being a point in the east line of said 19.00 acre tract conveyed to June Stafford Marroquin, also being a point in the south line of a called 154.11 PfPAPE-DAWSON ENGINEERS Exhibit A - Kasper Tract M ■ N Page 2 of 4 207.147 Acre SEWCMUD1 Kasper Wastewater Agreement Job No. 50857-00 Page 3 of 3 acre tract conveyed to John Dimmitt Hughes recorded in Volume 276, Page 49 of the Deed Records of Williamson County, Texas and the northwest corner of hereof, THENCE N 69004'40" E, with the south line of said 154.11 acre tract, with the south line of the aforementioned 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1589.23 feet to a'/2" iron rod with yellow cap marked "Pape -Dawson" set in the north line of said 207.191 acre tract, same being the south line of said 18.12 acre tract, for an angle point hereof; THENCE N 68048'15" E, continuing with the south line of said 18.12 acre tract, same being the north line of said 207.191 acre tract, a distance of 1278.39 feet to the POINT OF BEGINNING and containing 207.147 acres in the City of Austin, Williamson County, Texas. Said tract being described in accordance with a survey made on the ground prepared under Job No. 50857-00 by Pape Dawson Engineers, Inc. PREPARED BY: Pape -Dawson Engineers, Inc. DATE: October 6, 2015 JOB No.: 50857-00 DOC.ID.: H:\survey\CIVIL�50857-00\Word\207.147Ac.docx TBPE Firm Registration #470 TBPLS Firm Registration #100288-01 PAPE-DAWSON �i ENGINEERS Exhibit A - Kasper Tract ® 0 10 Page 3 of 4 '�� ~�`�~•�� ` Uiiv(W5T>31'AL,".'IN.v051'MT1Ln iO5UnaJ3°JllaM lvU[if03111 i0 ¢9°9[Orl°. � = ti'�VLJOOVa3aa0]3'd dlllSYianeOtlA'm,Yf'LYyVM0103A3.L�OJllvm 3NJve°IL[3JX3 aav 3,v5 n �; � 4 b �,.,s.r•. >w.. �^•`...o<..,-,:..a,.�`Im.nn,;c� �,�.,��.,.n, aVavla a�Y srxa['ALv,w.om'rmlm om aaia aluioxl aove bn[m<,�o., m $ � g �mem°Si0 Sv SVA31'ALV qJ riOSlt,Tlnn io SavOJ3M Jlli9fY IVLJ[iio TLL i0 [svi[Mloi'O.v L<� S2133N/°JN3 I ^J aaaA�s.emitYAo.a3A�..oul°I[a:a�<iorno..Daa•.Y�ioi�.ei�.[.['�r:. � it �I€" �I „<a „• n NOSMbO.3dYd R A3AunS 31111 (INV] • E3 � e m+'•dM B� Bas s._ 3 Fi: :3 3 E 3 z<j: ¢S a e=< •pe2F �f ! E=. a�`e" �egfi § o F 5 g( ? < : Y iE§•aa iu f`i a°,a €Q o a Z Ti, O;p-EF[ ? 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I 1""'I m. w.�mmo . u+x[ m. oo el mm, . r a k pp 4 9 SPEF pa Hfik `c '•�R€3¢� a�kg Ee�4�a w�l� -,1 � gPl F ;. � I I `' R€� >£`• �;8= $'`�; �:rc � p 44 ^,E i �;'. a __ � � !L €[ '-z�z�•£B_a £"a�£$ ¢ °g PE¢°� I� !a;alt! °I 8 a ,e 5 '� �� I i�' !t' 99[[ SEWCMUD1 Kasper Wastewater Agreement m y G N E 11TH E Uy UNIVERSITY AVE n o < m = z < E 15TH ST �c --i c G yG y0`7 N 2\ O 5 p � 2 �A Q AFL Z PLEASANT VALLEY LS CHURCHILL FARMS LVZ DR��G�oo J�vN 9E" 'k, SPRI_y WWTP I,_ �o Dove Springs LS Dove Springs FM: 0 Capacity: 5.0 mgd 16 in, 1550 If { s° Spy SON G`I 7 1? 0ti6 GpSi� Woodhull Sy 730 S e o LAwNON LIV , y� 18 in, 7130 If N O 2 O N �aN PJE v G) 2 LOOP �"0 1 15 in, 3550 If ° �O 2 SE 1NN 1 r Cs `O 7 Kasper Farm MPS /La Conterra Heights 12 in, 3*�If�� 10 in, 2340 If McNutt LS Capacity: 3.0 mgd / U ,T .AI Figure 1. Service Area and WW Infrastructure Q Existing Lift Stations Parcels (2012) Proposed Gravity Pipe Modeled Existing WW Lines =Proposed Development Diameter (in) - - - ForceMain Other Development Areas = 8 Gravity N Under Construction = = = = 10 1 Permitting, Annexation, or Evaluation 12 Planned Developments 2012 MP = = = = = 15 2,500 Feet 0 Proposed Lift Stations 18 ---- Proposed FM V"Jo (This is a color exhibit. Original on file with City of Georgetown City Secretary.) EXHIBIT B - Major Wastewater Facilities Plan Page 1 of 1 INSURANCE REQUIREMENTS 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 Contract2 and all warranty periods. Failure to purchase and maintain the required insurance shall be grounds for Termination of the Agreement'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 that OWNER, its officials, directors, employees, representatives, and 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 repose. 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 continuing 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. 81'' Street, Georgetown, Texas 78626, ATTN: Contract Manager. 5. The "other" insurance clause shall not apply to the OWNER where the OWNER is an additional insured shown on any policy. It is agreed that the CONTRACTOR's insurance shall be considered primary with respect to any insurance or self-insurance carried by OWNER. 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. 6. 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. 7. OWNER shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy I CONTRACTOR means the Contractor retained by Owner, Developer or District to construct the Major Wastewater Facilities. Z CONTRACT means the contract between or among Owner, Developer and/or District as parties of the first part, and the CONTRACTOR as the party of the second part. 3 Agreement means the Wastewater Services Agreement among City, Owner, Developer and District. Kasper Wastewater Agreement Exhibit C Page I of 6 provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. 8. 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. 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. H. 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: • Waiver of Subrogation endorsement TE 2046A; • 30 day Notice of Cancellation endorsement TE 0202A; and Kasper Wastewater Agreement Exhibit C Page 2 of 6 • Additional Insured endorsement TE 9901 B. • Provide coverage in the following types and amounts: • 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. Such insurance shall include coverage for loading and unloading hazards. C. Workers' Compensation and Employers' Liability Insurance. Coverage shall be consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401). CONTRACTOR shall assure compliance with this Statute by submitting two (2) copies of a standard certificate of coverage (e.g. ACCORD form) to Owner's Representative for every person providing services on the Project as acceptable proof of coverage. The required Certificate of Insurance must be presented as evidence of coverage for CONTRACTOR. Workers' Compensation Insurance coverage written by the Texas Workers Compensation Fund is acceptable to OWNER. CONTRACTOR's policy shall apply to the State of Texas and include these endorsements in favor of OWNER: • Waiver of Subrogation, form WC 420304; and • 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 401.01 1(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. CONTRACTOR has the option to self -insure in accordance with applicable law and OWNER approval. 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 the Agreement and all contracts relative to this Project. • Completed Operations/Products Liability until the end the statute of repose period. • Explosion, Collapse and Underground (X, C & U) coverage. • Independent Contractor's coverage. • Aggregate limits of insurance per project, endorsement CG 2503. • OWNER listed as an additional insured, endorsement CG 2010. Kasper Wastewater Agreement Exhibit C Page 3 of 6 • 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: $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 products and completed operations aggregate 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. PERFORMANCE AND PAYMENT BOND REQUIREMENTS A. General. 1. 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 Major Wastewater Facilities as security for the faithful performance and/or payment of all CONTRACTOR's obligations under the Agreement. Performance Bonds and Payment Bonds shall 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. Kasper Wastewater Agreement Exhibit C Page 4 of 6 B. Performance Bond. I. If the estimated cost of constructing the Major Wastewater Facilities exceeds $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER. The Performance Bond shall be effective for the term of the Agreement and through all warranty period(s). 2. If the estimated cost of constructing the Major Wastewater Facilities exceeds $25,000 but is less than or equal to $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out 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 95% of the estimated cost of construction of the Major Wastewater Facilities following Final Completion, and the remaining 5% of the Contract Amount following the one year warranty period. 3. If the estimated cost of constructing the Major Wastewater Facilities is less than or 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 one year warranty period, or longer if the warranty periods are longer. C. Payment Bond. 1. If the estimated cost of constructing the Major Wastewater Facilities exceeds $25,000, CONTRACTOR shall furnish OWNER with a Payment Bond in the form set out by OWNER. 2. If the estimated cost of constructing the Major Wastewater Facilities 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 AS A RESULT. F. Furnishing Bond Information. OWNER shal I 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 must 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 Kasper Wastewater Agreement Exhibit C Page 5 of 6 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 Major Wastewater Facilities 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. 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). Kasper Wastewater Agreement Exhibit C Page 6 of 6 AUSTIN _]\703560v 1 55127-1 06/07/2013