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HomeMy WebLinkAboutRES 052416-I - Wilco MUD Shaddow CanyonRESOLUTION NO. OS a4 l 1, — A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS REGARDING THE CREATION OF A MUNICIPAL UTILITY DISTRICT IN THE CORPORATE LIMITS OF THE CITY OF GEORGETOWN ON 278 +/- ACRES OF LAND. WHEREAS, Owner is the owner of that certain real property described by metes and bounds and sketch on Exhibit A. consisting of approximately 278 +/- acres of land (the "Land"). The Land lies entirely within the City's corporate limits. WHEREAS, on October 15, 2015, Owner filed with the City Secretary s office a petition requesting the consent of the City to the creation of a municipal utility district on the Land (the "Creation Petition'). WHEREAS, the City and Owner intend to enter into a Consent Agreement pertaining to creation of a municipal utility district on the Land to be known as Williamson County Municipal District No. 34 (the "District " WHEREAS, Section 42.042 of the Texas Local Government Code and Section 54.016 of the Texas Water Code require the City's written consent to create a municipal utility district within a City's corporate limits. Section 13.10 of the City's Unified Development Code ("UDC") sets forth the City's requirements for requests to create a special district. WHEREAS, the City desires to consent to creation of the District bn the Land subject to the terms and conditions of this Resolution and the Consent Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: SECTION 1: The City Council hereby finds that the statements set forth in the preamble of this Resolution are true and correct, and the recitals are hereby incorporated by reference herein and shall have the same force and effect as if set forth in this Section. SECTION 2: The City Council hereby approves creation of a municipal utility district on the Land, subject to the terms and conditions of the Consent Agreement, which is attached hereto as Exhibit B. The City Council also hereby authorizes the Mayor or the Mayor Pro Tem to execute the Consent Agreement on behalf of the City of Georgetown, Texas, subject to the requirements to have public hearings if required by law. Resolution Consenting to MUD Creation Williamson County MUD No. 34— Shadow Canyon Page 1 of 3 SECTION 3. The City Manager, City Attorney, and City Secretary are hereby authorized, empowered, and directed to do and perform all such acts as may be necessary to execute, acknowledge, and deliver in the name of and on behalf of the City of Georgetown, Texas, the Consent Agreement substantially in the form attached hereto as Exhibit B. SECTION 4: City's consent given herein is expressly subject to the requirement that the Owner shall have no authority to commence development on the Land and City shall have no obligation to process applications or requests for development authorizations prior to the City and the Owner or District executing the Consent Agreement. City's consent given herein is also expressly subject to the requirement that each District's Board of Directors must accept the assignment of the Consent Agreement, ratify and agree to be bound by the terms thereof. Ratification and acceptance of the Consent Agreement shall be the first substantive order of business following the District's organization, confirmation election and other preliminary matters necessary to constitute the District's governing body. A District shall have no authority to issue bonds prior to its ratification and acceptance of the Consent Agreement. SECTION 5. It is hereby officially found and determined that the meeting at which this Resolution was considered was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by the Texas Open Meetings Act, Chapter 551, Texas Government Code. SECTION 6: The Mayor (or Mayor Pro Tem) is hereby authorized to sign this Resolution and the City Secretary is authorized to attest. This Resolution shall become effective immediately upon its passage and shall prevail over conflicting provisions in prior Resolutions or City Council actions, if any. In the event of any conflict between this Resolution and provisions in the Consent Agreement the provisions in the Consent Agreement shall control. EXHIBIT LIST: Exhibit A Land (metes and bounds) Exhibit B Consent Agreement RESOLVED thiQL0 day of KW( 12016. THE CITY OF GEORGETOWN, TEXAS: Dale Ross, Mayor Resolution Consenting to MUD Creation Williamson County MUD No. 34 - Shadow Canyon Page 2 of 3 ATTEST: 6 Shelley Nowling, 'ty Secretary APPROVED AS TO FORM: Charlie McNabb, City Attomey Resolution Consenting to MUD Creation Williamson County MUD No. 34 - Shadow Canyon Page 3 of 3 Exhibit METES AND BOUNDS DESCRIPTION BEING 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; B0771 IN WILLIAMSON COUNTY, TEXAS, AND BEING THAT RAMS TRACT OF LAND CONVEYED AS 278212 ACRES TO 278 GEORGETOWN INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 12" rebar found for the northernmost northeast camer'of said 278.212 acre tract, being the northwest comor of a 10.550 am tract of land conveyed to MGC Highway 29 Development, LLC by instrument of record in DocumentNumber 2007014835 of the Oficial Public Records of Williamson County, Teras and also betng in tiro scut[ right -cif -way lbw of State Highway Number 29 (R.O. W. vadoa); THENCE along the north line of the 278.212 acro tract and the west and soinh lines of said 10.550 nm mist the following four (4) courses: 1. South 04928'24" West (record: South 04°31'00" Wast), passing at a distance of 18.38 Riess V2" rebar found with plastic cap, whioh reads "G & R Survaying" and continuing for s latat distanceof71.56 feet ([word: 71.55 feat) to a 12"robar found; a 2. South 72046'33" Bast a distance of 556,93 feet (record: South 72"48145" Pest a distance of 556.79 feet) to a 12" mbar setwith plastic cep,.vfiich reads'Baselire, Inc."; 3. Soutt 79°18'22" East n dismanm of 70.58 feet (rc=M: South 79022115' East a distance of 70.62 feet) to a 5/8" mbarfound; 4. Nord[ 69°16'34" East a dinonce of 197.69 fW (exord: North 69°18'00" East a distance of 197.85 fest) to a 12" tabor set wits plastic cap, which reads 'Baseline, Inc." for the easternmost northeast comer often 278.212 acre tract: THENCE South 25°58.40" East (record: South 2e0l'IS' East), along the east line of the 278.212 acre tract and continuing along the south line ofthe 10.550 amt tract a distance 01`51.58 feel (record: 51.61 fbct) to a 12" rebm set with plastic cap, which reads "Baaelime lie." Por an angle point in the south line of the 10.550 acro tract and being the northwest comm of a 291.09 am tract of land conveyed to Judy Dean Wolf Hindelang, Susan Inc Wolf Robcrtsun, Jay Leon Wolf, Jr. and Iva WolfMeladdan by instrument ofrecord in Document Number 2009090679 of the Official Public Records of Williamson County, T= and known therein as "pact FYve- Pamel Three , (W06527o6.31 A-1 Page I of 10 }ne 1' Land Surveyors, Inc, 8333 Grarr O.hrktdrJrs )lua* TeW.r 787S4 #10015100 O�rered'Fire fira� 572374.9722 Par. 572.873.9743 METES AND BOUNDS DESCRIPTION BEING 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; B0771 IN WILLIAMSON COUNTY, TEXAS, AND BEING THAT RAMS TRACT OF LAND CONVEYED AS 278212 ACRES TO 278 GEORGETOWN INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 12" rebar found for the northernmost northeast camer'of said 278.212 acre tract, being the northwest comor of a 10.550 am tract of land conveyed to MGC Highway 29 Development, LLC by instrument of record in DocumentNumber 2007014835 of the Oficial Public Records of Williamson County, Teras and also betng in tiro scut[ right -cif -way lbw of State Highway Number 29 (R.O. W. vadoa); THENCE along the north line of the 278.212 acro tract and the west and soinh lines of said 10.550 nm mist the following four (4) courses: 1. South 04928'24" West (record: South 04°31'00" Wast), passing at a distance of 18.38 Riess V2" rebar found with plastic cap, whioh reads "G & R Survaying" and continuing for s latat distanceof71.56 feet ([word: 71.55 feat) to a 12"robar found; a 2. South 72046'33" Bast a distance of 556,93 feet (record: South 72"48145" Pest a distance of 556.79 feet) to a 12" mbar setwith plastic cep,.vfiich reads'Baselire, Inc."; 3. Soutt 79°18'22" East n dismanm of 70.58 feet (rc=M: South 79022115' East a distance of 70.62 feet) to a 5/8" mbarfound; 4. Nord[ 69°16'34" East a dinonce of 197.69 fW (exord: North 69°18'00" East a distance of 197.85 fest) to a 12" tabor set wits plastic cap, which reads 'Baseline, Inc." for the easternmost northeast comer often 278.212 acre tract: THENCE South 25°58.40" East (record: South 2e0l'IS' East), along the east line of the 278.212 acre tract and continuing along the south line ofthe 10.550 amt tract a distance 01`51.58 feel (record: 51.61 fbct) to a 12" rebm set with plastic cap, which reads "Baaelime lie." Por an angle point in the south line of the 10.550 acro tract and being the northwest comm of a 291.09 am tract of land conveyed to Judy Dean Wolf Hindelang, Susan Inc Wolf Robcrtsun, Jay Leon Wolf, Jr. and Iva WolfMeladdan by instrument ofrecord in Document Number 2009090679 of the Official Public Records of Williamson County, T= and known therein as "pact FYve- Pamel Three , (W06527o6.31 A-1 Page 2 of 10 THENCE along the east line ofthe 278.212 acre tract and the west line ofsed 291.09 acre tract the following eight (8) courses: I. South 21 °08'52" East a distanceof 692.23 feet (record: South 21°09'15" Fast a distance of 692.23 feet) to a 12" [char found; 2. Sou(1121015'01" Enst a disionw of 393.09 fact (record: South 21 °17'00" Ezst a distance of 393.39 feet) to a 12 rebarfound with rap, starnped "Pape Dawson": 3. South 24°59'27" Fast a distance of 88,15 feet (record: South 2405815P Past a distance of 88.21 ken) to a 12" rebar frond; 4. South 19°39'10" East a distance of 207.78 feet (record: South 190391OD" Best a distance of 207.78 fit) to a 12" raWr found; 5. South 21057'11" Easta distance of 450AI feet (record: South 21058'45" East a distance of 450.41 fag to 12"rebarfound; 6. South 20°55'39" Fast a distance of911.42 feet (record: South 20056' 15' East a distanceof 911.34 feet) to a 12" tabor found; 7. South 21040'34" East a distance of 388.49 feet (record: South 21°41'00" East a distanes of 3HAS feet) to a 12" rebw found for the southeast comer of the 278212 acra tract, being the southwest comer of Ore 291.09 am net and being in the north line of a 457 am tract of land conveyed to W.T. Guy by instrument of record in Volume 345, Page 460 of the Deed Records of Williamson County, Texas; THENCE South 49°50'28" West (recon!: South 49°49'00" Wast), crossing through said 457 acre tract, along the called south line of the 278.212 acmtram, passing at a distance of 215.95 feel (rocerd: 215.93 foot) a 12" rebar found with cap, stamped "RPLS 5784 on the edge of a bluff and continuing for a total distance of 295.28 feet (aecord: 295.15 feat) to a calculated point in the west line of the 457 am tract, being the north line of a 104820 acro tract of land conveyed to A.C. Weir and Esther Weir by instrument of record In Volume 522, Page 451 of de Deed Records of Williamson County, Texas and designated ss 'first Tract" therein and being the approximate centerline of the San Gabriel River, THENCE North 9I°57'47' West (record: North 81059'00" West), along the called south line Mite 278,212 acre tract, the west line of the 457 am tract, the east line of said 1048.20 am tract and the approximate centerline of the San Gabriel River, passing at a distance of 195.03 fat a calculated point at the approximate intersection of flue waterline of the San Gabriel River with the south line of the Isaac Donegan Survey, Abstract Number 178, being the north line of the Joseph Thompson Survey, Abstract Number 608 and being the northwest comer of the 457 am beet aril continuing along the called south line of the 278.212 acm trach the north lino of the 104820 arm tract and the approximate interline of the San Gabriel River for a total distance of 645.06 Get (record: 644.97 flet) to a calculated point; THENCE along the south line of the 278.12 am tract, the north line of the 1048.20 em tract and the approximate centerline of the San Gabriel River The following six (6) courses: I. South 55°06'29" Wast a distance of 519.75 fret (record: Sough 55005'15' West a distance of 519.75 feet) to a calculated point; JM6,927o(5.3) A-2 Page 3 of 10 2. South 23001'29" West a distance of 1534,01 feu (record: South 23000'15" Westa distance of 1534.01 feet) to a calculated peing 3, South 69008'29" West a distance of 32636 feet (record: South 69907'15' West a distance of 326.36 feet) to a calculated point; 4 South 85"42'29" West a distance of 621.76 feel (record: South 85941' 15" West a distance of 621.76 feat) to a calculated point; 5. South 57°11129" Wast o distance of 268.60 fact (record: Soutt 57%0'15" West a distance of 268.60 feu) to a calculated point; 6. South 70004'29"west a distanceof755.32 feel(record: South70°0315"Weaudisteneeof 755.32 feu) to a calculated point for the northwest comerofthe 104820 acre tree and being the northeast comer of a 190A0 arra tract of lend conveyed to Texas Crushed Slone Company by instrument of record in Volume 743, Page 47 of the Deed Records of Williamson County, Taxes; THENCE South 75°49.12" West (record: South 75°48'15" West), along the south line of the 278212 we tract, the north line of said 190.40 acre tract and the approximate interline of Uro San Gabriel Riva a distance of 116.10 feel (record: 116.10 feel) to a calculated point for the southwest comer of the 278.212 am tract and bung thcsonNeast coma of a 103.9327 acre tract of land conveyed to Elbert L. Brown and Beverly D. Brown by Instmment of record in V olume, 2189, Page 585 of the Official Records of W illiomson County, Texas; THENCE along the wan line of the 278,212 acro tract and the east line of said 103.9327 acre tract the following tan (10) courses: J. North 01 V13" West a distance of 1,64238 feet (record: North 01-28'15" Waste distance of 1.642.61 feet) to a 1/2" must found; 2. North 84056'46" Basta distance of 498,41 feet (record: North 84°56'00" Bast a distance of 498,38 feet) to a 12" caber found; 3. North 09°53'36" Wost a distance of 350.08 feet (record: Noah 09'54'4S" West a distance of 350.05 fact) to a 12" rebor found; 4. North 11618'36' Waste distance of 383.88 feet (record: North l l° 21'45' West a distance of 383,76 feet) to a 1/2" rebar found; 5. North 04046'49" East a distance of 575.81 feet (record: North 04"47100" East a distance of 575.94 feet) to a 1/2" mbar found; 6. North l0°12'10" West a distance of 192.13 feet (record: North 10°11'15" West a distance of 192.14 feet) to a nail found; 7, North 40°55'15' East a distance of 13.10 fed (record: Noah 40032'15" East a distance of 13.02 feet) to a nail found; 8. North 00917'06' Fast a distance, of 343.70 fed (record: North 00°15'45" Fast a distance of 343.66 fed) to a I/2" robi rwith plastic cap set which reada "BASELINE INC.'; {Wo652706.3} A-3 Pogo 4 of 10 9. North 02"11'06" West a distance of320.09 fed (rocord: North 02611'15" West a distance of 319.98 real) to a V2" rebar found will, Illegible cap; 10. North 01°54'34" West a distance of) 74.14 fed (record: North 01°56'00" West a distance of 174.07 fact to a Il," mbar found for the northwest censor of the 278.212 am tract, being the southwest comer of Shadow Canyon Commercial Soot in 3; n subdivision of record is) Document Number 2014085365 of the Official Public Records of Williamson County, Texas; from which a I2" saber found in the west line of said Shadow Canyon Commercial Section 3 mid the east line of the 103.9327 acro tract bears North 01°54'34" West a dishanec of 1,049.31 feet (record: North 01054'08" West a distance of 1,049.26 ihet); THENCE along the north line of the 273.212 anre hoot and the south and seat lines of Shadow Canyon Commercial Section 3 the following 5 courses; 1. North 83037124" East a distance of 248.64 feet (mend: North 83°33'15" East a distance of 248.63 feet) to a 112" rebar found with tap, stamped "RPLS 5784" fora point of curvature; 2. Along a non-tangential ourvcto die right having a radius of345.00 fed, (record; 345.00 fact) a length of 155.98 fat, (retard: 156.12 feel) a delta angle of 25-54'14" and a chord which bears North 64°39'03" Eau a distance of 154.65 led, (record: North 64°42'00" Fast a distance of 154.79 fest) to a nail found; 3. North 77°42135" Hart a distance of 499.24 feel (record: Nardi 77°40'00" Fad a distance of 498.83 feat) to a 12" recur found; 4. North 2093'52"West a distance of 402,50 foot (record: North 20°14'00"West a distance of 402,27 feet) to a 12" mbar found with cap, stamped "RPLS 5784" for a point ofcurvature; 5. Along a tangential curvc m the right having a radius of 150.00 feet, (recohd: 150.00 fact) e length of 235.69 fat, (record: 235.76 feet) a delta angle of 90-01141" and a chord which bears North 22°11'49" East a distance of 212.18 fent. (record: North 2706'00" East a distance of 21223 feet) to a 12" rrAur found with cap, stamped "RPLS 5754" for an angle point in the asst line of Shadow Canyon Commercial Section %being an angle point in the west Una of Shadow Canyon Commercial Sectloo 2; a subdivision of record in Document Number 2010086635 of die Official Public Records of WlUlamsan County, Taxes; THENCE along the north line oftlre 278.212 acre treat and the south and east Una of said Shadow Canyon Commercial Section 2 the following fou (4) courses: 1. Continue along a tangential wive to die ilght, having a radius of 150.00 Ret (record: 150.00 Real a length of 235.41 feet (tccord: 235.67 foot), a delta angle of 89"55' I8" and a chord, whiolh beets South 67°48'02" Feat a distance of211.99 feet (record: South 67"51' 14" But a distance of212.17 feet) to a 12" mbar found with cap, stamped "RPLS 5784' far a point of Insurgency; 2. South 22159'17'Fact adistahrceof68.03 frat(moord: South 22°51'54" But a distance of 68.24 feet) to a 12" rebarfixed with cap, stamped "RPLS 5784" for a pointereurvaturc; 3. Along a tmhgential ourveto the right, having a radius of 797.62 feet(record: 797.62 feal),a length of 343.26 feet (record: 343.51 feet), a delta migle of24039126" and a chord, which {Wo652706.3} A-4 Page 5 of 10 bears South 37011'42"P& a distance of 340.61 fml (rtmtd: South 37°12' 18" Fast a distance of340.86 feet to a 12" robot (bund with cap, stamped "CCC 4835"; 4 North 09°49'27" East (record: North 09645108" East), passing at a distance of 654.97 feet (record: 655.00 fact) a calculated point for an angle point in the cast line of Shadow Canyon Commercial Section 2, behtg gra south comer of Shadow Canyon Commercial Section 1; a subdivision of record in Document Number 2008045660 of the Official public Records of Williamson County, Taxes and passing at an additional distance of 72.93 ibet a 12" rebar found with illegible plastic cup and continue anothu 215 feu for s distance of 75.06 feet (record: 75.06 feu) fman said south comer of Shadow Canyon Commercial Section I for an overall distance of 730.04 feet (record: 730.06 feet) to a 12" rebar set Willi plastic cap, which reads "Baseline, Ina" for a point of curvature; THENCE along the north line ofthe 278.212 acre tract and the east line of said shadow Canyon Commercial Section I the following two (2) courses: I. Along a tangential curve to the left, havinga radius of 567.50 Feet(recurd: 567.501beeQ,a length of260.39 feet (record: 26039 feet), a delta mrgho of26°17'21"(record: 26017'22'7 and a chard, which boars North 03"21 f52" West adislance of 258.11 feet (record: Noah 03°22'43" West a distance of 258.1 I feet) to a 12" racer found with illegible plastic cap for a point of tangency; 2. North 16°30'33"Westadlstanceof 114.79feet(raconk North IM'24"Westadistance of 114,87 Rat) to a 12" rabar set with pleslie cap, which reads "Baseline, Inc.-, for an angle point in the north line of the 278.212 acre tract, being the northernmost northeast comer of Shadow Canyon Commercial Section I and aim being in the south right-of-way line of said State Highway Number 29; THENCE North 73°29'52" Bast (record: North 73°28'45"East), along In north line of the 278212 Rare lmu and the south righ4of--way line of State Highway Number 29 a distance of 289.31 fest (record: 289.39 feet) to the POINT OF BEGINNING. This tract warm"; 278.21 acres. of land mora or less, out of the Isaac Donagan Survey, Abstract Number 178 and the Joseph Thompson Survey, Abobael Number 508 in Williamson Comity, Texas. Bearing Basis: Texas State Plpne Coordinates, Cenual2onq NAD.83196CORS. Ronnie Wallace, Dote Registered Professional land Surveyor State of Texas No. 5222 File: S:1PmjeuslShadow CanyunlDocslFicld Notes%Boundary 278 Ao.dco {W06527o6.3) A-5 I I S.H. 29 (R.O.W. VARIES) =1= ml, mm 1 THE J AND OF OF m DETAIL C 278 GEORGETOWN INC. 278.212 AC, DOC, NO. 2014094143 O.P.R.W.C.T. DETAIL MGC HIGHWAY 29 DEVELOPMENT. LLC 10.550 AC. DOC. NO. 2007014835 O.P.R.W.C.T. r r" WYwER4NL l Iw $pry I v SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR LINE & CURVE TABLES YME 0 GRAPHIC SCALE 300 150 0 300 IN FEET MATCHLINE SHEET -6 —� MATCHEIN�E SHEE7 ZVEY, ABSTRACT NUMBER 178 AND IN SURVEY, ABSTRACT NUMBER 608; 111AMBON COUNTY, TEXAS LME TRACT OF LAND CONVEYED AS TO 278 GEORGETOWN, INC. BY {Wo652706.3} A-6 ASELiNE LAND SURVEYORS, II PRDlEA]ONN. UNa SV6VM/NG SER WQS ®mass µuwui umn< wms aers, uuswmmw„mmm arxz:.n:.nlsm cu: a,amsw rtrtmmr'++Vma+wcm SHEET 6 of 10 SHADOW CANYON COMMERCIAL SECTION 2 kris 7&, DOC. NO. 2010086635 ri O.P.R.W.C.T. F '11M5 575V .0, •nms vw F7� xR5 6TM• Z Z 1 p �N W A u g IU1 gy N� £v `C +ccc leas• =1= ml, mm 1 THE J AND OF OF m DETAIL C 278 GEORGETOWN INC. 278.212 AC, DOC, NO. 2014094143 O.P.R.W.C.T. DETAIL MGC HIGHWAY 29 DEVELOPMENT. LLC 10.550 AC. DOC. NO. 2007014835 O.P.R.W.C.T. r r" WYwER4NL l Iw $pry I v SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR LINE & CURVE TABLES YME 0 GRAPHIC SCALE 300 150 0 300 IN FEET MATCHLINE SHEET -6 —� MATCHEIN�E SHEE7 ZVEY, ABSTRACT NUMBER 178 AND IN SURVEY, ABSTRACT NUMBER 608; 111AMBON COUNTY, TEXAS LME TRACT OF LAND CONVEYED AS TO 278 GEORGETOWN, INC. BY {Wo652706.3} A-6 ASELiNE LAND SURVEYORS, II PRDlEA]ONN. UNa SV6VM/NG SER WQS ®mass µuwui umn< wms aers, uuswmmw„mmm arxz:.n:.nlsm cu: a,amsw rtrtmmr'++Vma+wcm SHEET 6 of 10 MATCHLINE SHEET 6 MATCHLINE SHEET 7 IN FSE 55500 25 519.," • (Nel, g>4� 2 qg], t5• am APPRO%1WJE SOUiH Opp ^ t,%%ts' 8�N or WAAcrDO OR% _ _lam -- aO(ef aOg: r A.g02�•�yl MPRO%IVATE NORiH UNEsu - J �kj R AN \ A q j. OF NUMBER 608 A ,R.�'� Q15+1 ,K f A.C. WOR h EETHFR WEIRW 0<tyQ,A'4 �. 1048.20 AC. "FIRST TRACT' \ o' VOL. 522, PAGE 451 A D.R.W,C.T. • SEE SHEET 7 278 GEORGETOWN INC. 1/2" IRON REBAR SET WITH CAP, -BASELINE, INC. - A FOR LEGEND 276.212 AC. CALCULATED POINT 1 SEE SHEET 10 DOC. NO. 2014094143 DEED RECORDS WILLIAMSON COUNTY, TEXAS 1 FOR LINE & CURVE TABLES O.P.R.W.C.T. OFFICIAL RECORDS WILLIAMSON COUNTY. TEXAS ( ) RECORD INFO. DOC. NO, 2014094143 O.P.R.W.C.T. ( ) RECORD INFORMATION -DOC. NO. 2002093325, O.P.R.W.C.T. [ ] RECORD INFORMATION -00C, NO. 2008045660, O.P.R.W.C.T. 278.21 AC.1 JUDY DEAN WOLF a-11� RECORD INFORMATION -DOC. NO. 2014085365, O.P.R.W.C.T. .'PwT'UaJ' HING SUSAN JANE ROBERSON = 2 ,gyaae JAY LEON WOLF, JR. NA WOLF n1Nn MCLACHLAN 291.09 AC.— "MOT FIVE—PARCEL m m THREE' DOC. NO. ODIV GRAPHIC SCALE OP O.P.R.W.C.T 9 ERUR: lE CfJORNEF DEED UNE OF 457 K. PDR V 345. PG. d8O I .TOn mn n .Tnn,. .v ??U',y�NE� Iq ... DR.W.C.T.-\,m,o nx IN FSE 55500 25 519.," • (Nel, g>4� 2 qg], t5• am APPRO%1WJE SOUiH Opp ^ t,%%ts' 8�N or WAAcrDO OR% _ _lam -- aO(ef aOg: r A.g02�•�yl MPRO%IVATE NORiH UNEsu - J �kj R AN \ A q j. OF NUMBER 608 A ,R.�'� Q15+1 ,K f A.C. WOR h EETHFR WEIRW 0<tyQ,A'4 �. 1048.20 AC. "FIRST TRACT' \ o' VOL. 522, PAGE 451 A D.R.W,C.T. • 1/2" IRON BEHAR FOUND (NOTED, IF CAPPED) O 1/2" IRON REBAR SET WITH CAP, -BASELINE, INC. - A NAIL FOUND A CALCULATED POINT R.O.W. RICHT OF WAY D.R.W.C.T. DEED RECORDS WILLIAMSON COUNTY, TEXAS O.P.R.W.C.T. OFFICIAL PUBLIC RECORDS WILLIAMSON COUNTY, TEXAS O.R.W.C.T. OFFICIAL RECORDS WILLIAMSON COUNTY. TEXAS ( ) RECORD INFO. DOC. NO, 2014094143 O.P.R.W.C.T. ( ) RECORD INFORMATION -DOC. NO. 2002093325, O.P.R.W.C.T. [ ] RECORD INFORMATION -00C, NO. 2008045660, O.P.R.W.C.T. [[ ]] RECORD INFORMATION -DOC. NO. 2010086635, O.P.R.W.C.T. [[[ ]]] RECORD INFORMATION -DOC. NO. 2014085365, O.P.R.W.C.T. BASIS OF BEARINGS: TEXAS STATE PLANE COORDINATES, CENTRAL ZONE, HAD 83/96 CORS -SIMTCH TO ACCOMPANY FIELD NOT1:0 BASEL INE LAND SURVEYORS, INC. OF 278.21 ACRES OF LAND OUT OF TBB PROFE55fOPL/I IAAD SVRTEY1NGSfRW23 ISAAC DONAGAN SURVEY, ABSTRACT NTIMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NOMBBR 808: ema�,v4arwns 4ieT+b msmiss BOTH IN WILUAMSON COUNTY. TEXAS vmnevn,mNurosslw AND BEING THAT SAME TRACT OF LAND CONVEYED AS orgm Rzuams Fsesumasw �.N•wsn.R,� 278.212 ACRES TO 278 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBERSHEET mss.. 2014004149 OF THE OFFICIAL PUBLIC RECORDS OF mtslTsvcnN rnTINTY TRYA.4 rnw xw am +vrs a>m� ll 7 ar Ip {M6527o6.3} A-7 CURVE TABLE CURVE RADIUS LENGTH DELTA BEARING CHORD Cl .0 ' S 25' R60 --l- 39 OYE C1 6. 156 '4 ' 0' S4. 9' C2 1 0' 235,69' B T11'49' 12. ' CZ 0.00' 235.70' N OB'00'E C3 150.m' 235 Mi' 6 C3 p ' S C4 7 7.8 ' 9'2 ' 1' 4 .61' C4 797.62' 34J.51' 3T7 B" J40.88' C5 56750' 260.39' '2 " 1' C5.......... LINE TABLE UNE BEARING LENGIH LI 4'28'24'W71,11' Li 504'31'00"W 77,55' L2 9' 8'22'E 70.58' L2 578'22'15 E 70,82 L3 9' 8' 197,60' 3 N69'1 8'00'E 197.55' L4 525'58'40"E ELSE' 4 S26'01'15"E 51.61' L5 521'15'01'E 393.09' L5 S2' -00'E 1393.19- L6 4'59'27' HS.15' l6 524'5815 E 88.21 L7 9'J 0"E 207.78' 519'39 00'E 207.78 L8 S75 - 49-12"W 1 . 57548'15'W 116.10' L9 12'f 9 L9 N10111'16'W 192.14' L10 NV65'151 13.10 0 N4032'15 E 13.02' L71 1'54'3 1 1 NO1'S8'00'W 174.07 L12 NBY37'24' 24 .eb' L12 NBS33.15"E 248,63' L13 1-13 522'51 54'E 68.24' L14 18' 0' 'W 114.7 ' L14 NI6'31 24 W 114.87' L15 3'28' 2' 8 . ' L15 N73'28 45 E 2B9.J9' SKETCH TO AC 'UMPANY FIELD NOTE� BASELINE LAND SURVEYORS, INC OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND p89f65B3WlJANO6118VEtTN65E7fNQ5 THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 008; VMO16II�0R" A" BOTH IN Ba""SON COUNTY, TEXAS °� *Jmmlw AND BEING THAT SAME TRACT OF LAND CONVEYED AS 9WR"slx7xsn: rur, xxsn.sw mrncanwewmwm 278,212 ACRES TO 276 GEORGETOWN, INC. BY J°`° SHEET INSTRUMENT OF RECORD IN DOCUMENT NUMBER syr 2014094L43 OF THE OFFICIAL PUBLIC RECORDS OF 70 d l9 �"�WO.m.mm m wows w.m8: uw RILLIAMSON COUNTY, TEXAS {Wo652706.3} A -lo {Wo652706.3} A -lo A.C. WEIR & ESTHER WEIR ao� F��FATCHLINE SHEET 9 VOL. 522, PAGE 451 BB$� yM� mim ATCHLINE SHEET 8 btaa• 270 GEORGETOWN INC. 6 �,E% bZ alto �.rA3�m n 1Oy;'1 ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND 4' 278.212 AC. m m niP�ryeo 4 ¢T DOC. NO. 2014084143 (a9a,ja7 yly 1 ELBERT L. BROWN &�_^ BEVERLY D. BROWN O.P.R.W.C.T. 01IJ I 103.9327 AC. VOL 2189, PG. 585 D.R.W.C.T. 2J8.21 AC. SI= A.C. WEIR & ESTHER WEIR ao� C C VOL. 522, PAGE 451 BB$� yM� mim 370 D 0 btaa• 270 GEORGETOWN INC. 6 �,E% bZ alto ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND 4' 278.212 AC. m m BOTH IN 1E1161AMSON COUNTY, TEXAS 4 ¢T DOC. NO. 2014084143 (a9a,ja7 yly 1 STONE COMPANY O.P.R.W.C.T. 01IJ I 190.40 AC. AM 9UR'o nn sous IN OF 176 �np APPRGAMATE -I— .RAUCT NUMBER -_ THOMP9ON SUR'!EY I �w APPRO%IIMTE NORTH LWE OF U05EPH A.ge.9eflpAGCI NUMBER ROE 'APPRGkIMAIE 608 6Q 26 a q01 Or CENTERLINE OF D _ WN WRIEL RNER' 1 A.C. WEIR & ESTHER WEIR - a°O""' (32fi.36') 1048.20 AC. 'FIRST TRACT' GRAPHIC SCALE VOL. 522, PAGE 451 i D.R.W.C.T. 370 D 0 Jan OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND W FEET RE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 6081 TEXAS CRUSHED BOTH IN 1E1161AMSON COUNTY, TEXAS ucmawmrinmis�w SEE SHEET 7 gB¢,avn.sns AMSsusm>io STONE COMPANY FOR LEGEND 190.40 AC. SEE SHEET 10 OL. 743. PAGE 47 D.R.W.C.T. 'Y ,)2 FOR UNE & CURVE TABLES xP OF �TT �j� 1 'APPRGkIMAIE 'APPROXIMATE CENRIiUNE SAN=2PLLF1'-EN _ 6Q 26 a q01 $85.4 (sat.. ��29 CENTERLINE OF D _ WN WRIEL RNER' �/N X A.C. WEIR & ESTHER WEIR - a°O""' (32fi.36') 1048.20 AC. 'FIRST TRACT' VOL. 522, PAGE 451 i D.R.W.C.T. ACCOMPANY FLEW NOTES BASELINE LAND SURVEYORS, INC OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND vRotEsvoxaL LwnwavET7�vnES RE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 6081 esLa�MrAnVveAwnx, T>z+sse>ss BOTH IN 1E1161AMSON COUNTY, TEXAS ucmawmrinmis�w AND BEING THAT SAME TRACT OF LAND CONVEYED ASp„p„Aysm¢m gB¢,avn.sns AMSsusm>io SHEET B or Io {W06527O6.3} A-8 SEE SHEET 'I FOR LEGEND S.H. 29 (R.O.W. VARIES) SEE SHELT 10 FOR LINE & CURVE TABLES SHADOW CANYON COMMERCIAL SECTION 3 DOC. NO. 2014085365 •wu O.P.R.W.C.T. ,. GRAPHIC SCALE J00 150 0 300 IN FEET ELBERT L. BROWN & BEVERLY 0. BROWN V 103.9327 AC. = 278.21 AC. VOL 2189, PG. 585 O.R.W.C.T. 278 GEORGETOWN INC. 278.212 AC. DOC. NO. 2014094143 O.P.R.W.C.T. A�ATCHLINE SHEET 9 ---- -- - MATCHLINE SHEET 8 O BASELINELAND SURVEYORS, INC OF 278.21 ACRES OF IAN➢ OUT OF THE 1p0pr�10NAt MDZ$tVEYMGMWCW ISAAC ➢ONAGAN SURVEY, ABSTRACT NUMBER 178 AND 6TnW AWDAhU .1UTlAda6US l THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 008; xoswmnm Ilmmro BOTH IN WILLIAMSON COUNTY, TEXAB 0O¢:sanuna arrsven.sau AN➢ BEING THAT SAME TRACT OF IAN➢ CONVEYED AS ypppgryp(' y,p�rzmn {WO652706.3} A-9 mar SHEET 9 of IO CONSENT AGREEMENT BY AND BETWEEN: THE CITY OF GEORGETOWN, TEXAS AND 278 GEORGETOWN, INC. AND WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 34 DA [W0692132.71 Contents ARTICLE I INTRODUCTION....................................................................................................1 ARTICLEII DEFINITIONS........................................................................................................ 2 2.01 Definitions.................................................................................................................. 2 ARTICLE III EXECUTION OF AGREEMENTS...................................................................... 7 3.01 Execution of this Agreement.................................................................................... 7 3.02 Execution of Consent to the Partial Assignment of Receivables Agreement ... 8 3.03 Organizational Meeting of the District's Board .................................................... 8 3.04 Limit on Authority.................................................................................................... 8 3.05 Effect of Failure to Timely Execute and Return Documents ............................... 8 3.06 Withdrawal of Consent............................................................................................. 9 3.07 Required Submittals to the City Prior to Creation of the District.....................10 3.08 No Other Special Districts......................................................................................10 3.09 Limit on Exercise of Eminent Domain Powers....................................................10 3.10 Service Contracts and Interlocal Agreements.....................................................10 3.11 District Property ......................................................................................................11 ARTICLE IV ISSUANCE OF BONDS.....................................................................................11 4.01 Issuance of Bonds....................................................................................................11 4.02 Authorized Purposes..............................................................................................11 4.03 Timing of Issuances.................................................................................................12 4.04 Amount of Bonds.....................................................................................................13 4.05 Bond Requirements.................................................................................................13 4.06 Economic Feasibility ................................................................................................14 4.07 Notice of Bond Issues..............................................................................................14 4.08 Compliance with All Agreements.........................................................................14 4.09 Certifications............................................................................................................14 4.10 Bond Objections.......................................................................................................15 4.11 Official Statements...................................................................................................15 4.12 Limitation on Bond Issuance..................................................................................15 ARTICLE V TAXES, FEES AND CHARGES.........................................................................16 5.01 Tax Rate Considerations for Proposed Bonds.....................................................16 5.02 District Fees..............................................................................................................17 5.03 Reimbursement of City Expenses.........................................................................17 5.04 City Operations Compensation Fee......................................................................17 ARTICLEVI LAND DEVELOPMENT...................................................................................17 6.01 General......................................................................................................................17 6.02 PUD Ordinance Adoption and Amendment.......................................................18 Consent Agreement Williamson County MUD #34 Page ARTICLE VII PUBLIC INFRASTRUCTURE..........................................................................18 7.01 On -Site Water and Wastewater Public Infrastructure........................................18 7.02 On -Site Drainage and Water Quality Public Infrastructure..............................18 7.03 Off -Site Water Public Infrastructure.....................................................................18 7.04 Transfer of Ownership, Operation and Maintenance of Public Infrastructure 18 7.05 Capacity Interest Rights..........................................................................................19 ARTICLEVIII SERVICES......................................................................................................... 20 8.01 Wastewater Services................................................................................................ 20 8.02 Water Services..........................................................................................................20 8.03 Garbage Services...................................................................................................... 21 8.04 Police, Fire and EMS Services; SIP Fees................................................................ 21 8.05 Services Outside the District.................................................................................. 21 ARTICLEIX Annexation.......................................................................................................... 21 9.01 General......................................................................................................................21 9.02 Filing of Notices....................................................................................................... 21 9.03 In -City MUD............................................................................................................. 21 9.04 Zoning....................................................................................................................... 21 9.05 Annexation by the District..................................................................................... 22 ARTICLEX AUTHORITY........................................................................................................ 22 10.01 Authority ...................................................................................................................22 ARTICLEXI Reporting............................................................................................................. 22 11.01 Information to be Provided to the City ................................................................ 22 11.02 Financial Dormancy Affidavit, Financial Report or Audit ................................ 23 11.03 Other Documents..................................................................................................... 23 ARTICLE XII TERM, ASSIGNMENT AND REMEDIES...................................................... 23 12.01 Term...........................................................................................................................23 12.02 Delegation and Assignment................................................................................... 23 12.03 Other Limitations on Delegation and Assignment ............................................. 25 12.04 Default and Rights and Remedies for Default .................................................... 25 12.05 City's Remedies During Owner's or District's Cure Periods ............................ 25 12.06 Rights and Remedies for Default.......................................................................... 26 12.07 City's Right to Terminate....................................................................................... 26 ARTICLE XIII MISCELLANEOUS PROVISIONS................................................................ 27 13.01 Cooperation.........................................................................................:....................27 13.02 Notice.........................................................................................................................27 13.03 Severability; Amendment; Waiver........................................................................ 29 13.04 Applicable Law and Venue.................................................................................... 29 13.05 Entire Agreement..................................................................................................... 29 Consent Agreement Williamson County MUD #34 Page ii 13.06 Exhibits, Headings, Construction and Counterparts 13.07 Time................................................................................. 13.08 Notice to End Buyer ...................................................... 13.09 Authority for Execution ................................................ 13.10 Exhibits............................................................................ 13.11 Recordation..................................................................... Consent Agreement Williamson County MUD #34 Page iii .... 29 .... 30 .... 30 .... 30 .... 30 .... 31 CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Consent Agreement (this "Agreement ) is between the City of Georgetown, Texas (the "QW), a home -rule city located in Williamson County, Texas, and 278 Georgetown, Inc., a Texas corporation (the "Owner"). Upon final creation of Williamson County Municipal Utility District No. 34, a municipal utility district to be created pursuant to Article XVI, Section 59 of the Texas Constitution and under Chapters 49 and 54 of the Texas Water Code (the "District"), the District shall join in this Agreement and be bound by its provisions. ARTICLE I INTRODUCTION 1.01 Owner is the owner of that certain real property consisting of approximately 278.21 +/- acres of land described by metes and bounds and by sketch on Exhibit A (the "Land"). The Land lies entirely within the City's corporate limits. 1.02 Section 42.042 of the Texas Local Government Code and Section 54.016 of the Texas Water Code require the City's written consent to create a municipal utility district within a city's corporate limits or extraterritorial jurisdiction. Section 13.10 of the City's Unified Development Code sets forth the City s requirements for requests to create a special district. 1.03 On October 15, 2015, Owner filed with the City Secretary's office a petition requesting the consent of the City to the creation of a municipal utility district on the Land (the "Creation Petition"). 1.04 On May 24, 2016 the City Council of the City adopted Resolution No. consenting to creation of the District, subject to the terms and conditions of this Agreement. 1.05 There are several Related Agreements (defined herein) related to the provision of services to and the development of the Land, compliance with which by Owner and the District is required as part of this Agreement. 1.06 Owner and the City intend that the purpose of this Agreement and the Related Agreements is to set out the mutually agreeable terms and conditions relating Consent Agreement Williamson County MUD #34 Page 1 of 34 to the creation and operation of the District and development of the Land consistent with this Agreement, and that this Agreement and the Related Agreements are essential elements of the granting of the City s consent to creation of the District. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (defined herein) contract as follows. ARTICLE II DEFINITIONS 2.01 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms and phrases used in this Agreement shall have the meanings set out below: (a) Agreement: means this Consent Agreement between the City of Georgetown, Texas, the Owner and, upon its creation, the District, pertaining to creation of the District on the Land. (b) Assignee: means a successor to Owner, as permitted under Article XII of this Agreement. (c) Bond: means (1) any instrument, including a bond, note, certificate of participation, or other instrument evidencing a proportionate interest in payments, due to be paid by the District, or (2) any other type of obligation that (a) is issued or incurred by the District under the District's borrowing power, without regard to whether it is subject to annual appropriations, and (b) is represented by an instrument issued in bearer or registered form or is not represented by an instrument but the transfer of which is registered on books maintained for that purpose by or on behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but shall not include Developer (defined herein) reimbursement agreements entered into between the District and Owner or Developer, or bond anticipation notes. (d) Bond Limit Amount: means the maximum amount of Bonds, excluding refunding Bonds, which may be issued by the District pursuant to Section 4.04 of this Agreement. (e) City Attorney: means the City Attorney for the City. Consent Agreement Williamson County MUD #34 Page 2 of 34 (f) City Council: means the City Council of the City. (g) City Manager: means the City Manager of the City. (h) City Objection: means an objection by the City to a Bond issue as defined in Section 4.10 of this Agreement. (i) City Secretary: means the City Secretary of the City. (j) CU: means the City of Georgetown, Texas, a home rule city located in Williamson County, Texas. (k) Creation Petition: means the petition submitted by Owner to the City dated October 15, 2015 requesting the City's consent to the creation of the District and development of the Land. (1) Developer: means "Developer" as that term is defined in Section 54.238(1) of the Texas Water Code, as the same may be amended from time to time. (m) District: means Williamson County Municipal Utility District No. 34. (n) District's Board: means the Board of Directors of the District. (o) District Creation Date: means the date that the TCEQ (defined herein) issues an order creating the District or the effective date of any legislation passed by the Texas Legislature creating the District. (p) Effective Date: means the latest date that one or more counterparts to this Agreement, taken individually or together, bear the signatures of duly authorized representatives of both the City and Owner. This Agreement shall be effective as to the District when signed by a duly authorized representative of the District. (q) Environmental Permits: means the Section 10(a)(1)(B) Endangered Species Incidental Take Permit No. TE -116313-0 issued by the United States Department of the Interior, U.S. Fish & Wildlife Service ("USFWS") on July 23, 2007; the January 23, 2015 Nationwide Permit Section 29 application requesting authorization to place fill in unregulated waters of the United States submitted to the United States Army Corps of Engineers pursuant to Section 404 of the Clean Water Act ("404 NWP"), including rights under that certain final biological opinion dated December 1, 2014 Consent Agreement Williamson County MUD 1134 Page 3 of 34 issued by the USFWS and related to the 404 NWP, copies of which are attached hereto as Exhibit E as the foregoing relate to the Land. (r) Finance Director: means the City s Director of Finance. (s) Finance Plan: The Finance Plan dated May 10, 2016 prepared by Public Finance Group LLC, and attached hereto as Exhibit K. (t) Financial Advisor: means the District's Financial Advisor. (u) Governing Regulations: means, collectively, the following laws, regulations and documents pertaining to development of the Land, subject to Owner's Vested Rights as of the Vesting Date (as defined in Section 10.03 of this Agreement): (1) this Agreement; (2) the Related Agreements (defined herein); (3) the City's Code of Ordinances; (4) The City's UDC (defined herein), as modified by the PUD Ordinance (defined herein); (5) the City's Development Manual (including, without limitation, the fee schedule), including amendments that may be approved from time to time by the City; (6) the City's Construction Specifications and Standards Manual, including amendments that may be approved from time to time by the City; (7) the City's Drainage Criteria Manual, including amendments that may be approved from time to time by the City; (8) the City's Traffic Calming Standards, including amendments that may be approved from time to time by the City; (9) preliminary and final plats for portions of the Land that are approved, from time to time, by the City; Consent Agreement Williamson County MUD 1134 Page 4 of 34 (10) ordinances that the City is required to adopt from time to time by state or federal law, including amendments that may be adopted from time to time by the City; (11) the PUD Ordinance (defined herein), as the same maybe amended from time to time by the City Council; (12) all national and international residential and commercial building codes adopted by the City, (e.g., electric codes, building codes, plumbing codes, mechanical codes, energy conservation codes and fire codes), including changes and local amendments thereto that may be adopted from time to time by the City; and (13) the Environmental Permits. (v) Interlocal Agreements: means agreements between or among the District and another local government for purposes permitted by the Interlocal Cooperation Act, Chapter 791, Government Code; and Section 552.014 of the Texas Local Government Code, and this Agreement. (w) Land: means approximately 278.21 (+/-) acres of land located in the City's corporate limits, described by metes and bounds and by sketch on Exhibit A. (x) Notice: means notice as described in Section 13.02 of this Agreement. (y) Off -Site Public Infrastructure: means the Public Infrastructure located outside the boundaries of the Land and necessary to serve the Land. (z) On -Site Public Infrastructure: means the Public Infrastructure located within the boundaries of the Land and necessary to serve the Land. (aa) Owner: 278 Georgetown, Inc., a Texas corporation, and/or its Assignees as permitted by this Agreement. (bb) Partial Assignment of Receivables Agreement: means the agreement between the City and Owner relating to assignment of certain Bond receivables to fund the Master Development Fee described in Section 5.04 of this Agreement, and attached hereto as Exhibit F, and which agreement is an essential element of the granting of the City's consent to creation of the District. Consent Agreement Williamson County MUD #34 Page 5 of 34 (cc) Parties: means, collectively, the City, and the District, and their respective successors, and Owner and its Assignees as permitted by this Agreement. (dd) Pte: means, individually, the City, or the District, or their respective successors, or Owner or its Assignees as permitted by this Agreement. (ee) Planning Director: means the City's Director of Planning and Development. (ff) Preliminary Engineering Report: means the Preliminary Engineering Report dated May 6, 2015 prepared by Gray Engineering, Inc. attached hereto as Exhibit B. (gg) Public Infrastructure: means the water, wastewater, drainage, detention, retention, stormwater, water quality, transportation, and related infrastructure acquired, installed or constructed to serve the Land (including both the On -Site Public Infrastructure and the Off -Site Public Infrastructure) the major components of which are described in the Preliminary Engineering Report attached hereto as Exhibit B. (hh) PUD Ordinance: means Ordinance No. approved and adopted by the City Council on even date herewith and attached hereto as Exhibit as said ordinance may be amended from time to time by the City Council pursuant to the terms of this Agreement. (ii) Related Agreements: means, collectively, the Wastewater Services Agreement (defined herein), the Water Services Agreement (defined herein); and the Partial Assignment of Receivables Agreement. (jj) Service Contract: means any contract with the District for goods or services, but specifically excluding professional services contracts and contracts for design, permitting, and construction of Public Infrastructure. (kk) TCEO: means the Texas Commission on Environmental Quality, or its successor agency. (ll) UDC: means the City's Unified Development Code, as the same may be amended from time to time. (mm) Utifity Director: means the City's Director of Utilities. (nn) Vesting Date: means October 15, 2015. Consent Agreement Williamson County MUD 1134 Page 6 of 34 (oo) Wastewater Services Agreement: means the "Tri -Party Agreement Among the City of Georgetown, San Gabriel Harvard Limited Partnership and ABG Development LP" dated 12/1/2006 and the "Offsite Utility Construction Cost Reimbursement Agreement for Shadow Canyon by and between the City of Georgetown and San Gabriel Harvard Limited Partnership dated 8/16/2005, as assigned to Owner pursuant to the "Assignment of Wastewater Reimbursements and Wastewater Service" recorded as Document No. 2015009038 in the Official Public Records of Williamson County and attached hereto as Exhibit C, compliance with which is an essential element of the granting of the City s consent to creation of the District. (pp) Water Services Agreement: means the "Non -Standard Water Service Agreement between San Gabriel Harvard Limited Partnership and Chisholm Trail Special Utility District" dated 9/1/2005, as amended by the "First Amendment to Non -Standard Water Service Agreement (Shadow Canyon)" between San Gabriel Harvard Limited Partnership and Chisholm Trail Special Utility District dated effective September 19, 2013, as assigned to Owner and to the City of Georgetown pursuant to the "Assignment of Water Living Unit Equivalents and Water Impact Fee Credits" recorded as document No. 2015009037 in the Official Public Records of Williamson County and attached hereto as Exhibit D, compliance with which is an essential element of the granting of the City's consent to the creation of the District. ARTICLE III EXECUTION OF AGREEMENTS 3.01 Execution of this Agreement. (a) Owner shall execute this Agreement and return same to the City within fourteen (14) days after the City Council has approved same and delivered three (3) executable originals of same to Owner. (b) At its organizational meeting, the District's Board must approve this Agreement, cause this Agreement to be signed by a duly authorized representative of the District's Board, and return a fully executed, certified copy of this Agreement to the City within thirty (30) days after the date of the organizational meeting of the District's Board. Consent Agreement Williamson County MUD #34 Page 7 of 34 3.02 Execution of Consent to the Partial Assignment of Receivables Agreement. (a) Owner shall execute the Partial Assignment of Receivables Agreement and return same to the City within fourteen (14) days after the City Council has approved same and delivered three (3) executable originals of same to Owner. (b) At its organizational meeting, the District's Board must consent to the Partial Assignment of Receivables Agreement attached hereto as Exhibit F cause the consent to Partial Assignment of Receivables Agreement to be signed by a duly authorized representative of the District's Board, and return a fully executed, certified copy of the consent to Partial Assignment of Receivables Agreement to the City within thirty (30) days after the date of the organizational meeting of the District's Board. 3.03 Organizational Meeting of the District's Board. The organizational meeting of the District's Board must be held within one hundred and eighty (180) days after the District's Creation Date. 3.04 Limit on Authority. Prior to the time that this Agreement and the Partial Assignment of Receivables Agreement are executed by Owner and the District,, and all are returned to the City, the District shall not issue Bonds or enter into Developer reimbursement agreements (unless such Developer reimbursement agreements provide that they are only effective if, and when, the foregoing documents have been executed and delivered to the City) and shall be prohibited from taking any affirmative act to do so. Notwithstanding the notice and cure provisions of Section 12.04 of this Agreement, if the District or Owner fail to approve, execute, and deliver to the City this Agreement or the Partial Assignment of Receivables Agreement within the time frames required by Article III of this Agreement, and such failure is not cured within fourteen (14) days after the date of the Notice from the City to Owner and the District, such failure shall constitute a material breach of this Agreement and shall operate to prohibit the District from taking any affirmative act to issue Bonds or executing Developer reimbursement agreements until the failure has been cured. 3.05 Effect of Failure to Timely Execute and Return Documents. Notwithstanding anything in this Agreement or the Partial Assignment of Receivables Agreement to the contrary, this Agreement shall be void and have no further force or effect if this Agreement and the Partial Assignment of Receivables Agreement are not executed and delivered to the City within the timeframes (including the 14 -day cure period) required by Article III of this Agreement. The effectiveness of all Developer Consent Agreement Williamson County MUD 1134 Page 8 of 34 reimbursement agreements executed by the District and land development agreements executed by Owner or the District shall be expressly conditioned upon approval and execution by Owner the District's Board of this Agreement and the Partial Assignment of Receivables Agreement. 3.06 Withdrawal of Consent. (a) The City's consent to the creation of the District shall be deemed withdrawn if: (1) TCEQ or Legislative creation of the District is not effective within twenty-four (24) months after the Effective Date; or (2) Owner fails to commence actual construction of any portion of the Public Infrastructure within five (5) years after the Effective Date. (b) The City's consent to the creation of the District shall be deemed withdrawn and the District shall be dissolved if: (1) the District has not held a confirmation election within two (2) years after the Effective Date; or (2) the District has been inactive for a period of five (5) consecutive years and has no outstanding bonded indebtedness as provided in Section 49.321, Texas Water Code; or (3) Owner or the District is in default of any of the Related Agreements and the default has not been fully cured before expiration of the applicable cure period in the applicable Related Agreement. (c) If an event described in Section 3.08(a) occurs, the intent of the Parties is that the District is not to be created and Owner hereby agrees that all applications or other documents pertaining to creation of the District or issuance of Bonds submitted to the TCEQ, the Attorney General, or the state legislature shall be withdrawn, no District confirmation election shall be called or held, and Owner shall forbear from executing any documents or instruments or taking any other actions enabling the creation, or confirmation of the creation, of the District. If an event described in Section 3.08(b) occurs, the intent of the Parties is that the District is to be immediately dissolved, and Owner and the District hereby agree to promptly execute and deliver all documents and instruments and take all reasonable actions as may be necessary or appropriate cause the Consent Agreement Williamson County MUD #34 Page 9 of 34 dissolution of the District to occur as soon as possible. Neither Owner nor the District shall contest or appeal TCEQ proceedings or decisions to dissolve the District. Further, if any event described in either Section 3.08(a) or Section 3.08(b) occurs, the District and Owner expressly and irrevocably waive any claims against the City for repayment of costs and expenses that would otherwise be eligible to be reimbursed to Owner by the District pursuant to the rules and regulations of the TCEQ or other applicable law. 3.07 Required Submittals to the City Prior to Creation of the District. Concurrently with the submission of the District creation application to the TCEQ Owner agrees to submit to the City a copy of the draft application and all supporting documents, including (without limitation) evidence that the land to be included in the District is coterminous with the boundaries of the Land and is in the City's corporate limits, and a financial statement of Owner as required by TCEQ rules. The City shall have ten (10) business days to review the draft application and provide comments to Owner. 3.08 No Other Special Districts. In furtherance of the purposes of this Agreement, the District on behalf of itself and its successors and Owner on behalf of itself and its Assignees, covenant and agree that, except upon express prior written consent of the City Council, neither the District nor Owner shall sign, join in, associate with, or direct to be signed any petition seeking to incorporate the Land or seeking to include the Land within the boundaries of any other special district, assessment governmental jurisdiction, other municipality, or any other incorporated governmental entity other than the City. 3.09 Limit on Exercise of Eminent Domain Powers. The District shall not be authorized to exercise the power of eminent domain to acquire any interest in property that is located outside the boundaries of the Land except (a) when necessary to construct Off -Site Public Infrastructure, or (b) when such power is exercised with the express prior written consent of the City Council. 3.10 Service Contracts and Interlocal Agreements. The District shall not, without the prior written approval of the City Manager or the City Manager's designee, enter into any Interlocal Agreements or Service Contracts with terms that (a) require the payment of a "termination" or similar fee for termination; or (b) are not unilaterally terminable by the District upon (x) sixty (60) days' prior written notice or (y) the end of the District's then -current fiscal year, whichever is later. The City shall timely review all contracts submitted under this Section and either approve them or provide written comments specifically identifying any changes required for approval within thirty (30) Consent Agreement Williamson County MUD #34 Page 10 of 34 days of receipt. If no City comments are received within such time, the City's consent to such contract will be deemed to have been granted. 3.11 District Property. Except as provided below in this Section or elsewhere in this Agreement, the District shall not sell, convey, lease, mortgage, transfer, assign or otherwise alienate any of the District's water, reclaimed water, wastewater, or drainage, detention, retention, stormwater, or water quality improvements, or other property to any third party other than the City without the prior written approval of the City Manager or the City Manager's designee; provided, however, that the foregoing condition shall not apply to the following property: (a) the District's disposal or replacement of equipment or material which has passed its useful life; (b) the grant of easements necessary for the development of the Land; (c) the grant or commitment of capacity in any water, sewer, drainage facilities owned or controlled by the District in order to provide service to lands within the District; (d) the conveyance of any roads to Williamson County as permitted or required by applicable law; (e) the sale of property deemed to be surplus by the District; or (f) the sale, conveyance, lease, mortgage, transfer, assignment or other alienation of any such property that is not in conflict with this Agreement. ARTICLE IV ISSUANCE OF BONDS 4.01 Issuance of Bonds. Except as authorized by Section 4.02 of this Agreement, the District shall not issue Bonds (a) without the prior approval of the City Council and (b) until the documents required by Article III of this Agreement are executed and delivered to the City in accordance therewith. 4.02 Authorized Purposes. The purposes for which the District may issue Bonds without prior approval of the City Council shall be restricted and limited to the following: Consent Agreement Williamson County MUD #34 Page 11 of 34 (a) purchase, construction, acquisition, repair, extension, enlargement, modification, improvement and replacement of land, easements, works, improvements, facilities, plants, equipment, and appliances to: (1) provide a water supply for the District for municipal, domestic and commercial uses; and (2) collect, transport, process, dispose of, and control all domestic, commercial, industrial or communal wastes from the District, whether in fluid, solid or composite state; and (3) gather, conduct, divert and control local storm water or other local harmful excesses of water in the District; and (4) construct "Road 1" and "Road 2" identified on the Concept Plan attached to and made a part of the PUD Ordinance; and (5) preserve natural resources and endangered species as required by the Environmental Permits relating to the Land; and (b) reimbursement of City impact fees paid by Owner for construction of Public Infrastructure, less any such fees to be reimbursed by the City under the Wastewater Services Agreement or the Water Services Agreement; and (c) payment of organization expenses, initial operation expenses, cost .of issuance, interest during construction, capitalized interest and similar expenses typically incurred by municipal utility districts in the issuance of bonds such as the Bonds, including issuance, administrative, insurance and regulatory expenses related to issuance of any Bonds and the land, easements, works, improvements, facilities, plants, equipment, and appliances being financed by the Bonds; and (d) refunding of any outstanding Bonds of the District for a debt service savings; provided, however, that any such refunding Bonds otherwise satisfy the requirements of this Agreement. 4.03 Timing of Issuances. The District contemplates that it may be able to issue Bonds generally as set forth in the Preliminary Engineering Report attached hereto as Exhibit B and the Finance Plan attached hereto as Exhibit However, the Parties understand that the actual timing, size and issuance of Bonds will be subject to market, economic and other variables that occur and, therefore, Exhibit B and Exhibit are Consent Agreement Williamson County MUD 934 Page 12 of 34 purely informational and not binding on the Parties. In order to provide the City with some assurance as to the timing of the District's issuance and retirement of its debt, the District shall use good faith efforts, subject to market conditions and a sufficient tax base existing, to sell its last issue of Bonds (excluding refunding Bonds) on or before the date that is ten (10) years after the date of issuance of the District's first bond issue. If the District fails or is unable to do so, the City shall have the authority to revoke the District's authority to issue its remaining but unissued Bonds. 4.04 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, excluding refunding Bonds, shall not exceed NINETEEN MILLION NINE HUNDRED TWENTY-FIVE THOUSAND U.S. DOLLARS ($19,925,000.00) (the "Bond Limit Amount"), unless specifically approved by the City Council. Owner and the District acknowledge and agree that the Bond Limit Amount is sufficient to accomplish the purposes of the District, and that Owner and the District have voluntarily agreed to the Bond Limit Amount. As to any Public Infrastructure, the cost of which exceeds the Bond Limit Amount, shall be dedicated to the City without reimbursement, unless otherwise expressly approved by the City Council. 4.05 Bond Requirements. The District shall obtain all necessary authorizations for Bonds to finance the acquisition or construction of Public Infrastructure for the benefit of the District in accordance with this Agreement and the laws applicable to the District. To the extent of a conflict with Section 13.10 of the UDC, the terms of this Agreement shall control. In addition to the limitations in Section 4.04 of this Agreement, all Bonds issued by the District shall comply with the following requirements: (a) maximum maturity of twenty-five (25) years after the date of issuance of the District's first Bond issue; and (b) interest rate that does not exceed two percent (29/o) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one (1) month period immediately preceding the date that the notice of sale of such Bonds is given; and (c) the Bonds shall expressly provide that the District shall reserve the right to redeem Bonds at any time beginning not later than the tenth (10th) anniversary of the date of issuance, without premium. No variable rate Bonds shall be issued by the District; and Consent Agreement Williamson County MUD #34 Page 13 of 34 (d) any refunding Bonds of the District must (i) provide for a minimum of three percent (3%) present value savings, (ii) provide that the latest maturity of the refunding Bonds may not extend beyond the latest maturity of the refunded Bonds, (iii) be preceded by delivery of a certificate from the Financial Advisor that demonstrates that the proposed refunding complies with this Section within three (3) business days after the execution of the purchase agreement for the refunding; and (e) no Bonds (excluding refunding Bonds) shall be issued having an issuance date more than ten (10) years after the date of the first issuance of bonds by the District. 4.06 Economic Feasibility. Before any submission of an application for approval of issuance of Bonds to the TCEQ or to the Attorney General, whichever occurs first, the Financial Advisor shall certify in writing to the City that the Bonds are being issued within the then -current economic feasibility guidelines established by the TCEQ for districts in Williamson County and in conformity with this Agreement. 4.07 Notice of Bond Issues. At least thirty (30) days before the submission of an application for approval of issuance of Bonds, except refunding Bonds, to the TCEQ or to the Attorney General, whichever occurs first, the District shall deliver to the City -(a) the certification required Section 4.09 of this Agreement; (b) a copy of its completed application to the TCEQ (without attachments); and (c) a statement from the Financial Advisor containing (i) the amount of Bonds being proposed for issuance; (ii) a general description of the projects to be funded and/or the Bonds to be refunded by such Bonds; and (iii) the proposed debt service and District tax rate after the issuance of the Bonds. If the District is not required to obtain TCEQ approval of the issuance of the Bonds, the District shall nonetheless deliver such certifications and notices to the City at least thirty (30) days prior to the issuance of Bonds, except refunding Bonds, by the District. 4.08 Compliance with All Agreements. At least ten (10) business days before submission of an application for issuance of Bonds to the TCEQ or the Attorney General, whichever occurs first, the District shall certify in writing to the City that the District and Owner are not in breach of any material provision of this Agreement or the Related Agreements, as those may be amended from time to time. 4.09 Certifications. With respect to any matter required by this Article IV to be certified in writing, this Agreement also requires, and the District hereby warrants, that every statement in any certification shall be true and correct in all material respects and that the person signing the certification has been given the requisite authority to do so on behalf of the District. All certifications shall be delivered to the City. Consent Agreement Williamson County MUD #34 Page 14 of 34 4.10 Bond Objections. The City shall have a period of thirty (30) days after receiving the last of the certifications and notices required by Sections 4.06, 4.07, 4.08 and 4.09 of this Agreement within which to object to the Bonds by delivering a City Objection (defined herein) to the District pursuant to this Section 4.10. The only basis for an objection by the City to a proposed Bond issue shall be that the District or Owner is in material default of a provision of this Agreement or the Related Agreements. If the City objects to a proposed Bond issue ("City Objection"), such an objection (a) shall be in writing, (b) shall be given to the District; (c) shall be signed by the City Manager or the City Manager's designee, and (d) shall specifically identify the provision(s) of this Agreement or the Related Agreements for which the District or Owner is in default. It shall not be a basis for a City Objection that the City disagrees with the Financial Advisor as to the financial feasibility of the Bonds so long as the proposed Bonds are approved by the TCEQ and the Attorney General. In the event a City Objection is timely given to the District with respect to a specific Bond application as required by this Section 4.10, the City and the District shall cooperate to resolve the City Objection within a reasonable time, and the sale of the Bonds to which the City Objection applies shall be delayed until the City Objection has been cured or waived. A City Objection may be expressly waived by the City at any time. Unless otherwise cured by written agreement of the Parties, a City Objection shall only be deemed cured if (x) the District files a petition seeking declaratory judgment in state district court, (y) not less than thirty (30) days before filing the petition the District gives the City Notice of, and waives any objections to the City's right to intervene in, such a declaratory judgment action, and (z) the district court (or an appellate court, if an appeal is filed) determines that the District or Owner is not in default with respect to any provision of this Agreement or the Related Agreements, or, alternatively, finds that if such a default had previously occurred, the default has been cured. A City Objection may be expressly waived by the City at any time. 4.11 Official Statements. Within thirty (30) days after the District closes the sale of each series of Bonds, the District shall deliver to the City a copy of the final official statement for such series of Bonds at no cost to the City. 4.12 Limitation on Bond Issuance. In addition to the limitations on Bond issuance set forth elsewhere in this Agreement, the District agrees not to issue Bonds for purposes of reimbursing Owner or Developer for any costs or expenses paid by Owner or Developer after the tenth (10f) anniversary of the date of the first issuance of bonds by the District, which costs and expenses would otherwise be eligible to be reimbursed by the District pursuant to the rules and regulations of the TCEQ or other applicable law. The District and Owner expressly and irrevocably waive any claims against the City for repayment of such indebtedness. The District agrees that all reimbursement Consent Agreement Williamson County MUD #34 Page 15 of 34 agreements that it enters into with Owner or Developer, or any subsequent Owner or Developer, shall include the following provision (subject to modification to use alternative defined terms if necessary to be consistent with the reimbursement agreement): If Owner/Developer 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 for the cost of such facilities or undivided interests in facilities, Owner/Developer 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 at no cost to the City, and Owner/Developer hereby waives any payment by the City to which it otherwise would have been eligible for reimbursement from Bond proceeds or any other source. ARTICLE V TAXES, FEES AND CHARGES 5.01 Tax Rate Considerations for Proposed Bonds. Before the issuance of Bonds, the District must provide to the City a final TCEQ order approving the Bond issue (and the accompanying staff memorandum) that indicates concurrence by the TCEQ made in accordance with the TCEQ's then -existing rules, that it is feasible to sell the Bonds and maintain a projected District tax rate that is not more than $0.6660 per $100.00 (the "Feasibility Tax Rate") in assessed valuation on an annual basis, which the District agrees is sufficient to pay debt service on the Bonds in accordance with the terms of each resolution or order approving the issuance of its Bonds in each year while such Bonds are outstanding. The District agrees to adopt its annual tax rate in compliance with the legal requirements applicable to municipal utility districts, to report the tax rate set by the District each year to the District's tax assessor/collector, and to perform all acts required by law for its tax rate to be effective. The District shall maintain all debt service tax revenues in a separate account or accounts from the District's general operating funds. The District shall also require that its bookkeeper provide an accounting allocation of the debt service fund among the various categories of Bond -funded facilities. The City, Owner and the District acknowledge and agree that the Feasibility Tax Rate is sufficient to accomplish the purposes of this Agreement and that Owner has voluntarily agreed (and the District upon creation will voluntarily agree) to the Feasibility Tax Rate. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, the District and the City understand that the District's power to levy taxes to pay the principal of and interest on Bonds up to the Consent Agreement Williamson County MUD #34 Page 16 of 34 Bond Limit Amount will be unlimited as to rate and amount as necessary to make Bond payments. 5.02 District Fees. The District agrees that the City shall be exempt from, and will not be assessed, any District fees. 5.03 Reimbursement of City Expenses. As additional consideration for this Agreement, pursuant to Section 13.10.050(AC) of the UDC, District, or Owner on behalf of the District, shall pay City's staff and outside expert and consultant costs, fees and expenses associated with formation of the District, and the negotiation, drafting and preparation of this Agreement. In addition, during the term of this Agreement, Owner or the District shall pay to the City any additional fees, costs and expenses in connection with the amendment, implementation or administration of the parts of this Agreement and the Related Agreements related to the City's supervision of the District's activities under this Agreement. The costs, fees and expenses required to be paid by this Section 5.03 shall be paid in full to the City within thirty (30) days of receipt of a statement regarding same from the City. Without limiting the City's right to seek an award of attorney's fees, this Section does not apply to costs, fees or expenses incurred as a result of litigation. 5.04 City Operations Compensation Fee. As additional consideration for this Agreement, Owner shall pay to the City a fee (the "Master Development Fee" or "MDF"), payable out of proceeds from the issuance of Bonds by the District. Unless specified otherwise by the City as provided below, the MDF shall be paid at the rate of ten percent (10%) of each net bond reimbursement received by Owner calculated in accordance with the formula attached hereto as Exhibit F, up to a maximum MDF of ONE MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($1,500,000.00). The District and the Owner shall ensure that each MDF installment payment will be paid to the City in conjunction and simultaneously with Owner's reimbursement from the Bonds, and that the full amount of the MDF is paid to the City no later than the date specified in Section 4.12 of this Agreement; therefore, the percentage from each net bond reimburse is subject to increase as the City may determine is necessary to achieve timely payment of the full amount of the MDF. Owner hereby makes a partial assignment of its reimbursement rights to the City, as evidenced by the "Partial Assignment of Receivables Agreement" attached hereto as Exhibit G. ARTICLE VI LAND DEVELOPMENT 6.01 General. All development on the Land must be in compliance with the Governing Regulations. Consent Agreement Williamson County MUD #34 Page 17 of 34 6.02 PUD Ordinance Adoption and Amendment. (a) The PUD Ordinance and its terms and conditions are hereby incorporated herein by reference for all purposes, including enforcement of the terms and conditions of the PUD Ordinances, as if set forth in full. If the terms of the PUD Ordinance conflict with the Governing Regulations, the PUD Ordinance shall control. (b) The PUD Ordinance shall not be amended or altered except upon (1) approval by the City Council of an ordinance amending the PUD Ordinance processed in accordance with the UDC, and (2) approval by all Parties of an amendment to this Agreement incorporating the amended PUD Ordinance by reference into this Agreement. ARTICLE VII PUBLIC INFRASTRUCTURE 7.01 On -Site Water and Wastewater Public Infrastructure. Owner or the District shall construct all water and wastewater On -Site Public Infrastructure, 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 On -Site Public Infrastructure shall be designed and constructed in accordance with the Governing Regulations and the requirements of any other entity with jurisdiction. 7.02 On -Site Drainage and Water Quality Public Infrastructure. Owner or the District shall construct all drainage, retention, detention, stormwater and water quality On -Site Infrastructure as an integrated regional system that complies with the Governing Regulations. 7.03 Off -Site Water Public Infrastructure. Owner or the District shall construct all Off -Site Public Infrastructure in according with the Governing Regulations and the requirements of any other entity with jurisdiction. 7.04 Transfer of Ownership, Operation and Maintenance of Public Infrastructure. (a) General. For any Public Infrastructure to be conveyed to the City for ownership, operation and maintenance, Owner or the District shall provide the following information to the City: (a) one (1) complete set of Consent Agreement Williamson County MUD 1134 Page 18 of 34 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 Public Infrastructure; (c) lien waivers and releases acceptable to the City demonstrating that the Public Infrastructure is free and clear of all liens and encumbrances; and (d) two (2) year maintenance bonds in favor of the City. The City's acceptance of the Public Infrastructure shall be documented in a letter from the City to Owner and the District. (b) Wastewater. If under the Wastewater Services Agreement the City agrees to accept the wastewater Public Infrastructure for ownership, operation and maintenance, then within ninety (90) days after completion of construction, Owner or the District shall convey the wastewater Public Infrastructure to the City for ownership, operation and maintenance and deliver to the City the documentation required by Section 7.04(a) of this Agreement. (c) Water. If under the Water Services Agreement the City agrees to accept the water Public Infrastructure for ownership, operation and maintenance, then within ninety (90) days after the completion of construction, Owner or the District shall convey the water Public Infrastructure to the City for ownership, operation and maintenance and deliver to the City the documentation required by Section 7.04(a) of this Agreement. (d) Drainage and Water OUallty. Upon completion of construction, the drainage, detention, retention, stormwater and water quality Public Infrastructure shall be dedicated or transferred to the District or, with prior City approval or at the City's request, to a property owners association ("POA") for ownership, operation and maintenance as and when any portion of the Land on which Public Infrastructure is located is platted or when otherwise required under the Governing Regulations. Such improvements shall be maintained to City standards by the District or POA, as applicable. 7.05 Capacity Interest Rights. Owner and District, as appropriate, shall reserve capacity interest rights sufficient to provide service to the District in any Public Infrastructure conveyed or otherwise transferred to the City sufficient to serve the Land as contemplated by this Agreement and the Related Agreements. Any such conveyance or other transfer shall not affect Owner's right to reimbursement from the District for the cost of any improvements or capacity in improvements constructed or financed by Owner, or the District's right to effect such reimbursement. Consent Agreement Williamson County MUD 1134 Page 19 of 34 ARTICLE VIII SERVICES 8.01 Wastewater Services. (a) Wastewater services to the Land shall be governed by the Wastewater Services Agreement. (b) Wastewater impact fees shall be governed by the Wastewater Services Agreement. (c) Owner shall not submit an application for and the City shall not approve any preliminary or final plat or any other development or plan review application for any portion of the Land that: (1) requires a lift station or any other non -gravity means for the provision of collectivized wastewater service; or (2) is to be served by on-site sewage facilities (septic systems), it being the intent of the Parties that wastewater collection service be provided to the Land solely via the means described in the Wastewater Services Agreement. 8.02 Water Services. (a) Water Services to the Land shall be governed by the Water Services Agreement. (b) Water impact fees, to the extent pre -paid by Owner or its predecessor in interest under the Water Services Agreement, shall be governed by the Water Services Agreement. (c) Water impact fees, to the extent not pre -paid by Owner or its predecessor in interest under the Water Services Agreement, shall be assessed and collected as set forth in the City's Code of Ordinances at the time the final plat containing the service connection is approved by the City, and collected at the time of application for each building permit issued on such portion(s) of the Land. The amount of the City's impact fee shall be the amount in effect at the time of final platting under the applicable provision of the City's Code of Ordinances for the impact fee service area that includes the portion(s) of the Land being served Consent Agreement Williamson County MUD #34 Page 20 of 34 8.03 Garbage Services. Garbage pick-up services shall be provided by the City's solid waste services provider, and customers located on the Land shall be Tier I Customers, as that term is defined in the City's Code of Ordinances Chapter 13.04. 8.04 Police, Fire and EMS Services; SIP Fees. (a) The City will provide police, fire and EMS services to the Land on the same terms and conditions as such services are provided to other similarly situated areas within the corporate limits of the City. (b) Owner agrees to pay or cause to be paid to the City a fee for fire services in the amount of SIX HUNDRED THIRTY U.S. DOLLARS ($630.00) per lot (the "Fire SIP Fee") at the time of building permit application for such lot. 8.05 Services Outside the District. Owner and the District shall not be authorized to provide water, wastewater, garbage, fire, police, EMS or other services outside the boundaries of the District without the express prior written consent of the City Council, at the City Council's sole discretion. ARTICLE IX ANNEXATION 9.01 General. The Parties acknowledge and agree that the Land lies wholly within the corporate limits of the City and the District is an in -City, City -service municipal utility district. The Parties further acknowledge and agree that the creation of the District, and the City's consent thereto, are for purposes that include promoting the orderly development and extension of City services to the Land. 9.02 Filing of Notice. Within thirty (30) days after the District Creation Date, the District shall file in the Official Public Records of Williamson County, a notice required by Section 49.452 of the Texas Water Code in the form of Exhibit H attached hereto, stating the extent of City services. 9.03 In -City MUD. OWNER, THE DISTRICT AND ALL FUTURE OWNERS OF THE LAND HEREBY ACKNOWLEDGE THAT THE LAND IS LOCATED WITHIN THE CORPORATE LIMITS OF THE CITY AND IS ALSO SUBJECT TO TAXATION BY THE CITY. OWNER, THE DISTRICT AND ALL FUTURE OWNERS OF THE LAND HEREBY WAIVE ALL OBJECTIONS TO TAXATION OF THE LAND BY THE CITY. 9.04 Zoning. The PUD Ordinance governs zoning of the Land. Consent Agreement Williamson County MUD #34 Page 21 of 34 9.05 Annexation by the District. The District may not annex any additional land into its boundaries without the prior written consent of the City Council. Any attempted annexation of land into the boundaries of the District without the prior written consent of City Council is void. ARTICLE X AUTHORITY 10.01 Authority. This Agreement is entered into under the statutory authority of Section 54.016 of the Texas Water Code. The Parties intend that this Agreement provide for infrastructure for the Land; specify the uses and development of the Land consistent with the PUD Ordinance; and provide other lawful terms and considerations relating to the Land. 10.02 Intent of Parties Related to Allocation Agreement. Under Section 54.016(f) of the Texas Water Code, the City, as a city providing written consent for the inclusion of land in a district, may provide for a contract, designated as an "allocation agreement," to be entered into between the City and the District. The Parties acknowledge that the provision for an allocation agreement under Section 54.016(f) is at the City's discretion. The City confirms that it is intentionally not providing for an allocation agreement. The Parties agree that this Agreement does not constitute and will not be deemed to constitute an allocation agreement within the meaning of Section 54.016(f). 10.03 Vesting of Rights. The City and Owner mutually agree that Owner has vested authority to develop the project contemplated in this Agreement and the Related Agreements on the Land pursuant to Texas common law and Chapter 245 of the Texas Local Government Code, as amended ("Vested Rights"), as of October 15, 2015 (the "Vested Date"). It is the intent of the City and Owner that development of the project on the Land will be subject to the Governing Regulations in effect as of the Vesting Date, subject to any exceptions contained in this Agreement, the Related Agreements, Texas common law or Chapter 245 of the Texas Local Government Code, as amended. ARTICLE XI REPORTING 11.01 Information to be Provided to the City. The District shall provide a copy of the following documents to the City within the timeframes specified below: (a) Agendas: a copy of the agenda for each meeting of the District's Board concurrently with the posting of such agenda. Consent Agreement Williamson County MUD #34 Page 22 of 34 (b) Minutes: a copy of the minutes of all meetings of the District's Board and of any committees or subcommittees created by the District's Board within ten (10) business days after the date of approval of such minutes by the District's Board, committee, or subcommittee, as applicable. (c) Tax Rate: a copy of each order or other action setting an ad valorem tax rate within ten (10) business days after the date on which the District's Board adopts the rate. (d) Budgets: a copy of the District's budget for each fiscal year within ten (10) business days the date on which the District's Board approves the budget. 11.02 Financial Dormancy Affidavit, Financial Report or Audit. The District shall file a copy of its annual financial dormancy affidavit, annual financial report or annual audit of its debt service and general fund accounts, whichever is required under the Texas Water Code, with the City, within ten (10) business days after the date on which the District's Board approves each financial dormancy affidavit, financial report or audit. 11.03 Other Documents. The District shall provide copies of any other material event notices filed under applicable federal securities laws or regulations to the City within thirty (30) days after filing such notices with the applicable federal agency. ARTICLE XII TERM, ASSIGNMENT AND REMEDIES 12.01 Term. This Agreement shall be effective as to Owner and the District from the Effective Date and shall continue in effect until the District's obligations are fully assumed by the City, at the City's sole election, unless terminated by the City pursuant to Sections 3.06, 12.06 or 12.07 of this Agreement or in writing by mutual agreement of the Parties. This Agreement shall be recorded in the Official Public Records of Williamson County and shall run with the Land. 12.02 Delegation and Assignment. (a) Delegation of Performance Obligation(s). Subject to the additional terms and conditions set forth in Section 12.03 of this Agreement, no Party may delegate any of its obligations to perform under this Agreement, except upon delivery to the non -delegating Parties, at least twenty (20) business days before the delegation, of a written agreement executed by authorized representatives of the delegating Party and the delegate stating the specific performance obligations delegated and containing the delegate's Consent Agreement Williamson County MUD #34 Page 23 of 34 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 12.03 of this Agreement, Owner may assign its rights to performance under this Agreement only to: (1) a lender to the extent necessary to obtain financing for development of the Land and if the assignment to the lender occurs after the recordation of this Agreement as required by Section 13.11 of this Agreement; or (2) a successor owner to Owner of all or any part of the Land who is also an assignee of the Related Agreements; or (3) to the District. Any such assignment shall be subject to the terms of this Agreement. Assignment by Owner to any other persons or entities is not permitted. (c) Effect of Delegation or Assignment. (1) Delegation of obligations as allowed by this Agreement shall not operate to release or discharge the delegating Party of the delegated obligations, and the delegating Party guarantees performance of the delegated obligations. (2) Assignment of rights to performance as allowed by this Agreement shall extinguish the assigning Party's right to receive performance of the assigned rights during the term of the assignment, except to the extent that the assigning Party retains a lien on the Land or any part thereof accompanying the assignment. Consent Agreement Williamson County MUD #34 Page 24 of 34 (d) Effect of Delegation or Assignment in Violation of this Section. Any purported assignments or delegations in violation of Section 12.02 (a) or (b) are void. 12.03 Other Limitations on Delegation and Assignment. Notwithstanding anything to the contrary in this Agreement, Owner shall not have the right to assign rights in or delegate performance of obligations under this Agreement until after the District becomes a Party and after this Agreement is recorded in the Official Public 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. 12.04 Default and Rights and Remedies for Default. (a) Notification of Default. Any material breach of this Agreement shall be a default of this Agreement. If any Party commits a default of this Agreement, the non -defaulting Party shall give Notice to the defaulting Party that describes the default in reasonable detail. (b) Cure of Default. For any default that can be cured by the payment of money (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"). 12.05 City's Remedies During Owner's or District's Cure Periods. No Bonds shall be issued by the District and the City shall have all rights to enjoin the issuance of Bonds during the applicable Cure Period for an Owner or District default. In addition, the City shall be relieved of all of its obligations under this Agreement and all Related Agreements, including, without limitation, obligations to process or approve applications, permits, plats, utility connections, utility taps, or any other development or utility -related applications pertaining to the Land, during the applicable Cure Period for an Owner or District default. During the Cure Period, the actions authorized by this Section are the City's exclusive remedies for delay. If Owner's or the District's default remains uncured after the applicable Cure Period, the City shall also be entitled to all rights and remedies available to it by law or in equity or by statute or otherwise. Consent Agreement Williamson County MUD #34 Page 25 of 34 12.06 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 or a Related Agreement, seek any other relief available at law or in equity, all of which are cumulative and are in addition to any other right or remedy given under this Agreement or a Related Agreement which may now or subsequently exist in law or in equity by statute or otherwise, and the exercise of any one remedy does not preclude the exercise of another. (b) Damages, if any, to which any non -defaulting Party may be entitled shall be limited to actual damages and shall not include special, incidental, or consequential damages. (c) To the extent that any course of dealing, act, omission, failure, or delay in exercising any right or remedy under this Agreement constitutes the election of an inconsistent right or remedy, that election does not 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. 12.07 City's Right to Terminate. After the expiration of the applicable Cure Period, without regard to Owner's or the District's partial performance, if any, the City is entitled to terminate this Agreement upon written notice to Owner and the District, with the effect set forth in this Section 12.07, if Owner or the District has failed to cure a default under this Agreement or a Related Agreement within the applicable Cure Period, and the City has not waived the default in writing, or Owner or the 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 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 AND THE 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 Consent Agreement Williamson County MUD #34 Page 26 of 34 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. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.01 Cooperation. (a) The City, Owner and the District each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder or enable the fulfillment of their respective obligations hereunder, provided in either case the terms of this Agreement are not modified or amended thereby. (b) In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any part hereof or any actions taken hereunder by any Party, the City, Owner and the District agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement while allowing each Party to effect the benefits of this Agreement to it. 13.02 Notice. Any notice given or documentation required to be delivered under this Agreement to a Party 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 nationally recognized delivery service guaranteeing "next day delivery", addressed to the Party to be notified and with all charges prepaid; or (iii) by personally delivering it to the Party, or any agent of the Party listed in this Agreement. Notice by United States mail will be effective on the earlier of the date of receipt or three (3) days after the date of mailing. Notice given in any other manner will be effective when received. For purposes of notice, the addresses of the Parties, until changed as provided below, will be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager Consent Agreement Williamson County NIDD #34 Page 27 of 34 and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Attorney Owner: 278 Georgetown, Inc. 4408 Spicewood Springs Road Austin Texas 78759 Attn: Joseph W. Straub, President With a copy to: Armbrust & Brown, PLLC 100 Congress Avenue, Suite 1300 Austin, Texas 78701 Attn: Kevin M. Flahive District: Williamson County Municipal Utility District No. 34 c/o Armbrust & Brown, PLLC 100 Congress Avenue, Suite 1300 Austin, Texas 78701 Attn: Kevin M. Flahive 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 Party. A Party may, by giving at least five (5) days' written notice to the other Parties, designate additional persons to receive copies of notices under this Agreement. Consent Agreement Williamson County MUD #34 Page 28 of 34 13.03 Severability; Amendment; 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 the Parties have a thirty (30) day period to negotiate a provision be added to this Agreement by mutual agreement of the Parties which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. If no agreement can be reached to modify the illegal, invalid, or unenforceable provision, and the provision is an essential element of this Agreement, this Agreement shall be null and void. (b) The Parties may not amend this Agreement, except in a written agreement executed by duly authorized representatives of the Parties. (c) The Parties may not waive any provision in this Agreement, except pursuant to a writing executed by the Party or Parties against whom the waiver is sought to be enforced. A wavier made in writing on one occasion is effective only in that instance and only for the purpose it is given and is not to be construed as a waiver on any future occasion or against any other Party. 13.04 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement are governed by the laws of the State of Texas. Venue shall be in a court of appropriate jurisdiction in Williamson County, Texas. 13.05 Entire Agreement. This Agreement and the Exhibits attached hereto, together with the Related Agreements and the exhibits attached thereto, collectively 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 those agreements. 13.06 Exhibits, Headings, Construction and Counterparts. All 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 Consent Agreement Williamson County MUD #34 Page 29 of 34 ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement or any exhibits hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall together constitute the same instrument. This Agreement shall become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the Parties. 13.07 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. 13.08 Notice to End Buyer. At the time each prospective End Buyer (defined herein) contracts for the purchase of a lot or a home in the District, and at the time each End Buyer closes on the purchase of a lot or a home in the District, the seller shall give the End Buyer the disclosure notices required by Section 49.452 in the form attached as Exhibit H, and 54.016(h)(4)(i) of the Texas Water Code. For the purposes of this Agreement, the Parties agree that the term "End -Buyer" shall mean any owner, Owner, tenant, user, or occupant of any part of the Land, regardless of proposed use, for which a City -approved final plat has been recorded in the Official Public Records of Williamson County. This obligation of sellers of real property to give notice shall be a covenant and shall run with the Land. 13.09 Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. Owner hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the certification of formation and bylaws or partnership agreement of each entity executing on behalf of Owner. The District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws,. rules, regulations and orders governing or pertaining to the District. 13.10 Exhibits. The following exhibits are attached to this Agreement, and are made a part hereof for all purposes: Exhibit A Land — metes and bounds description and surveyor's sketch Exhibit B Preliminary Engineering Report, May 6, 2015 by Gray Engineering Inc. Exhibit C Wastewater Services Agreement Exhibit D Water Services Agreement Exhibit E Environmental Permits Consent Agreement Williamson County MUD 434 Page 30 of 34 Exhibit F Master Development Fee Calculation Form Exhibit G Partial Assignment of Receivables Agreement Exhibit H Notice to Purchaser ('IWC 49.452 notice) - form Exhibit I PUD Ordinance Exhibit J Finance Plan, May 10, 2016, by Public Finance Group, LLC 13.11 Recordation. This Agreement shall be recorded in the Official Public Records of Williamson County at Owner's expense. Owner shall obtain and record subordination agreements to the City's interests under this Agreement and the Related Agreements for any lender liens on the Land or other interests in the Land, and on the City's interests under this Agreement and the Related Agreements that are prior to the time of recordation of this Agreement and/or the Related Agreements. [THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK.] [SIGNATURE PAGES IMMEDIATELY FOLLOW.] Consent Agreement Williamson County MUD #34 Page 31 of 34 IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement on the dates indicated below. CITY: CITY OF GEORGETOWN, TEXAS a Date: M61V Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § Dale Ross, Mayor This instrument was acknowledged before me the _ day of 2016, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Williamson County MUD 434 Page 32 of 34 OWNER: 278 GEORGETOWN, INC., a Texas Corporation Date: STATE OF TEXAS § COUNTY OF § Joseph W. Straub, President This instrument was acknowledged before me the _ day of , 2016, by Joseph W. Straub, in his capacity as President of 278 Georgetown, Inc., a Texas corporation, on behalf of said corporation. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Williamson County MUD #34 Page 33 of 34 DISTRICT: WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 34 M Title: Date: ATTEST: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the _ day of 201 by President of Williamson County Municipal Utility District No. 34, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Williamson County MUD #34 Page 34 of 34 Exhibit Page I or I o _ ase Gal Su oyo!s, Inc. �n� 8333 GYarra?rrk mrhv 1luas ;T% 78754 07rr#10015100 --%Z374.9722 Par SJZ873A743 METES AND BOUNDS DESCRIPTION BEING 278.21 ACRES OF LAND OUT OF THE ISAAC D014AGA14 SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN WIL-DAMSON COUNTY, TEXAS, AND BEING THAT SAME TRACT OF LAND CONVEYED AS 279.212 ACRES TO 278 GEORGETOWN INC BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIALPUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a la" mbar found for the nw0i mmost northeast comer of said 278.212 acre tmci, being the northwest comm of a 10.550 nom tract of land conveyed to MCC Highway 29 Development, L)LZ by inshumcnt of record in Dacumn=tNmnbm 2007014835 of the Official Public Records of W iliiamson County, Teras and also being in Ore south right-ofway Ih1e of State Highway Number 29 (R.O.W. variea7 THENCE along the north line of Ore 278.212 atm tractamt the west and smith lines of said 10.550 some tract the following tow (4) courser. 1. South 04°28'24" West (record: South 04°31'00" Wes0, passing u o distmeo of 18.38 there la" rebor found with plastic, cap, which reeds "G 8c R Surveying" and continuing for a total distance of 71.56 feu (record: 71.55 fat) m a la" mbar Pound; 2. South 72°46'33" Past &•distance of556,b3 feet (record: "South 72648145" East a distance of 556.79 fmt) to a la" mbar setwith plastic eap,.which reads "Baselfrle, lne.'; 3. Soug179°18'22" past n disunm of 70.58 feu (record: South 79022'15' East n distona of 70.62 feat) to n 5/8" mbar found; 4. Nor0169°16'34" Best a distance of 197.69 Rat (mcord: North 69°18'00" East a distance of 197.85 fear) to a la" mbar set with plastic cap, which mads "Baselim, Inc." for the castemmost northeast comerof the 278.212 acre tract; THENCE South 25°58'40" Past (record: South 26°01'15' Best), along the earl line of the 278.212 acro tract and continuing along tho south line of the 10.550 acro tract a distance of 51.58 feet (record: 51.61 fat) to a la" tabor set with plastic cap, which Wads "Beetling Inc." for an angle, point in the south line of the 10.550 acre tract and being the northwest comer of a 291.09 am tract of land comeyod to JudyDcea Wolf Hindelang, Susan lane Wolf Robamou, Jay Lan Wolf, Jr. and Iva Wolf McWilm by Inshument ofrecord in Docornent Number 2009090679 of the Official Public Records of Williamson County, Tom and known therein as' tact Five - Forced Three,,. {Wo652706.3} A-1 Page 2 of 10 'HENCE along the east line ofihe 278.212 acre (mat and the west line of sold 291.09 acre rmcl the following eight (8) courses: I. South 21'08'52" Costa distance of 692,23 feet (word: South 21°09'15" Earl u distance of 692.23 fact) to a 12" rcbarfound; 2. South 21°15'01"Enstadisianceaf393.09 fwt(record: South2l°17'00"Eastodisianceof 393.3 9 feet) to a 12 mbar found with cop, stamped "Pape Dawson"; 3. South 24059'27" East a distance of 88.15 fent (record; South 24058'15" East a distance of 88.21 feet) to a 12" rebar found; 4. South 19°3890" Cast a distance of 207.78 feet (reoord: South 19°39'00" East a distance of 207.78 feet) to a 12" mbar found; 5. South21°57111"E,astadistanceof450Al foct(rewrd: South 21058'45" East adistanecof 450.41 fce) to a 12" rebut found; 6. South 20°55'39" East a distance of911.42 feel (record: South 20°56'15" Easta distance of 91134 feet) to a l2"rebar found; 7. South 21040'34" Best a distance of 388,49 feet (record: South 21°41'00" East a distance of 388A9 feet) to a 12" rebarfound for the southeast comer of the 278212 acre tact, being the southwest comer of Ore 291.09 acre tract and being in (he north line of a 457 acre tract of land wnve)ed to W.T. Guy by instrument of record in Volume 345, Page 460 of die Deed Records of Williamson County, Taxes; THENCE South 49°50'28" West (record: South 49°49'00" Wes), Coming through sold 457 acre tract, along the called south line of the 278212 acre tract, passing at a distance of 215.95 feet (record: 215.93 fact) a 12" rebar found with cap, stomped "RPIS 5784 on the edge of a bluff and continuing for a total distance of 295.28 feel (record: 295.15 feet) to a Calculated point in the west line of the 457 am tact, being We north lino of 104820 acre tract of land conveyed to A.C. Weir and Esther Weir by insbumonl of record in Volume 522, Page 451 oftre Deed Records of Williamson County, Tom and designated as 'Pim[ Trace' therein and being the approximate centerline of the San Gabriel River, THENCP. North B I °5T4r' West (record: North 81 °59'00" West), along the Called south lino of the 278.212 acre tract, the west line of the 457 acro tract, thereat line of said 1048.20 acre tract and the approximate cemerlino of the San Gabriel Riva, passing at a dh6ce of 195.03 fact a calculated point at the approximate intersection of to waterline of the Sen Gabriel Riva with the south line of the Isaac Donegan Survey, Abstract Number 178, being the north line of the Joseph Thompson Survay, Abstract Number 608 and being the northwest comer of the 457 acre tact and confirming along the called south line of the 278.212 acre tract, the north lino of the 104820 acre tract and the approximate wnterline of the San Gabriel River for a total distance of 645.06 feet (record: 64197 fed) to a calculated point; THENCE along the South line of the 278.12 acre rivet, the north line of the 1048.20 acre tract and the approximate centerline of the San Gabriel River the following six (6) Courses: 1, South 55°06'29" West a distance of 519.75 feet (record: South 55°05'15' West a distinct of 519.75 feet) to a Calculated point; Mo6527o6.31' A-2 Page 3 of 10 2. South 23°01'29" West a distance of 1534.01 feat (record: South 23000'15" West distance of 1534.01 feet) to a calculated point; 3. South 69°08'29" West a distance of 326.36 feet (accord: South 69°07'15" West a distance of 326.36 feet) to a calculated point; 4 South 85°42'29" West a distance of 621.76 fact (record: South 85°41')5" West a distance of 621.76 feet) to a calculated point; S. South 57071'29" Wesl a distanceof 268.60 foot (record: South 57°10'15" West a distance, of 268.60 fee) to a calculated point; 6. South 70'04'29" west a distance of 755.32 fact(recmd: South 70°03'15' West o distance of 755.32 feet) to a calculated point for the northwest coma•ofthe 104820 acre tract and being the northeast corner of a 190.40 acre Imd of lend conveyed to Texas Crushed Stone Company by instrument of record in Volume 743, Page 47 of the Deed Records of Williamson County, Texas; THENCE South 75°49'12" West (record: South 75048'15" West), along tha south line of the 278212 sue tract, the north line of said 190.90 acre tract and the approximate ocMafine of the San Gabriel Riva a distance of 116.10 feet (record: 116.10 iced) to a calculated point for the southwest comer of the 278212 acre tract and being the southeast corner of a 103.9327 acre tract Of land conveyed to Elbat L. Brown and Bmrly D. Brown by instrum at of recon! in Volume 2189, Page 585 of the Official Records of W illinmson County, Texas; THENCE along the west line OF the 278.212 acre tract and the east line of said 1039327 acre tract the following tan (10) curses: 1. North 01"27'13" West a distanco of 1,64238 fact (record: North 0102S'l5" West a distance of 1,642.61 feet)toa 12"rebarfound; 2. North 84'56'46" Best a distance of 498.41 feel (record: North 84°56'00" East a disuma of 498.38 feet) to a 12" rebar found; 3. North 09°53'36" West a distance of 350.08 feet (record: North 09054'45" West a distance of 350.05 feet) to a 12" rebor found; 4. North 11°18'36' West a distance of 383.88 fat (record: North 11°21'45" West a distance of 383.76 fat) to a 12" robot found; 5. North 04046'49" East a distance of 575.81 fed (record: North 04147'00" East a distance of 575.94 fat) to a 1/2" tabor found; 6. North 10012'10" Westadistanceof 192.13 feet(record: North 10"11'1$" Wast a distanceof 192.14 feel) to a nail found; 7. North 40055'15" East a distance of 13.10 fed (record: North 40°32'15' East a distance of 13.02 feet) to a nail found; 8. North 00017'06' East a distancoof 343.70 fed (record: North 00015'45" East a distance of 343.66 that) to a 12" tebar with plastic cap set which reeds "BASELINE INC."; (Wo6527o6.3} A-3 Page 4 of 10 9. North 02011'06" West n distance of320.09 fed (record: North 029 915" West a distance of 319.98 fest) to a 12" mbar frond with Illegible cap; 10. North 01-54'34" West a distance of 174.14 fed (record: North 01°56'00' Wed a distance of 174.07 fat to a 12" mbar found for The northwest comer of the 278.212 awe tract, being the southwest comer of Shadow Canyon Commercial Section 3; a subdivision of record in Document Number 2014085365 of the Official Public Records of Williamson County, Texas; from which a )2" rebar found in the west line of said Shadow Canyon Commercial Section 3 and the east line ofthe 1039327 acro tract bears North 01°54134" West a distance of 1,049.31 fed (record: North 01-54108" West a distance of 1,049.26 imet); THENCE along the north line of the 278.212 acro tract and the south mid cast lines of Shadow Canyon Commercial Section 3 the following 5 courses; 1. North 83°37'24" East a distance of 248,64 fed (record: North 83°3315" Past a distance of 248.63 feet) to a 12" mbar found with cap, stamped "RP1S 5784" Fir a point of curvature; 2. Along non•tangwind curve to die right having a radius of 345.00 fed,(mourd: 345.00 fee() a length of 155.98 fat, (record: 156.12 fed) a delta angle of 25054114" and a chord which been North 64°39'03" Past a distance of 154.65 ih4 (mcord: North 64"42'00" East a distance of 154.79 fee) to a nail found; 3. North 77-4235" Past a distance of 49924 fact (record: North 77040'00'East a distance of 498.83 feet) to a 12" mbar found; 4. North 20"13'52" West a distance of 402.50 fed (retool: North 20°14'00" West adisimce of 402.27 fed) to a 12" mbar found with cap, stemped'RPLS 5784" I'rapoint ofcurvature; 5. Alonga tangential curve to the right having a radius of 150.00 fed, (record: 150d10 foo) a length of 235.69 foot, (record: 235.76 fa) a delta angle of 90°01141" and a chord which bears North 22011'49" East a distance of 212.18 feet, (meonl: North 22°08'00" East a distance of 21223 fes) to 12" mbar found with cap, stamped "RPM 5784" for an angle point in the cast line of Shadow Canyon Commercial Section 3, bang an angle point in the west line of Shadow Canyon Commemial Section 2; a subdivision of retard in Document Number 2010086635 of Ow Official Public Records of Wi0lamsan County, Texas; THENCE along the north It= of the 278212 acre tract and the south and most lines of mid Shadow Canyon Commercial Section 2 the following four (4)courses: 1. Continue along a tangential curve to dre rIA having a radius of 150.00 fbet(record: 150.00 fat), a length of 235.41 feet (marl 235.67 fat), o dolts angle of 89"55' I S" ad a chord, whioli boars South 67°48'02" Pad a distance of 211.99 fat (record: South 67°51' 14" East a distance of212.17 fa) to a 12" mbar found with cep, stamped'RP1S 5784" for a point of tangency; 2. South 22"59'17'Paaladistanceof6g.03fat(reomd: South 22"51'54" East a distance of 68.24 fce) to a 12" reber found with cep stamped "RPIS 5784" for a point of eurvamm; 3. Almgatangendal curve to die right, having a radius of 797.62 feet(mcord: 797.62fee),a length of 343.26 fat (record: 343.51 Fed), a delta migleof24"39'26" and a eliwd, whiclh JM6527o6.3) A-4 Pages of t0 bears South 37°11'42" Baa a distance of 340.61 feet (record: South 37°12'18" Last a distanceof340.86 feel to a 12" rebar fband wish cap, stamped "CCC 4835'; North 09°49'27" East (record: North 09°45'0&' Bast), passing of a distance of 654.97 feet (record: 655.00 fat) a calculated point for an angle point in the cast lime of Shadow Canyon Commercial Section 2, being the south caner of Shadow Canyon Commercial Section 1; a Subdivision of record in Document Number 2008045660 of the Official Public Records of Williamson County, Texas and passing at an additional distance of 72.93 feet a 12" rebar found with illegible pladio cap and continue another 2.15 fed for a distance of 75.06 feet (record: 75.06 fed) from Said south comer of Shadow Canyon Commercial Section I for an overall disumee of 730.04 fed (record: 730.06 feet) to a 12" rebar set with plastic cap, which reads "Basoline, Inc." fora point of curvature, THENCE along The north line of the 276.212 acre tract and the east lino of said shadow Canyon Commercial Section 1 the following two (2) courses: 1. Alcngatangential curve to the left, havinga radius of 567.50 faet(rown1: 567.50feet),a length of26039loot (record: 26039 feet), a delta mrgle of 26°17'21"(record: 2601712211 and a chord, which bears North 03"21'52" West a distance of 258.11 fed (record: North 03°22'43" West a distance of 258.11 feat) to a 12" mW found with illegible plastic cap for a point of tangency; 2. North 16°30'33" West a distance of 114.79 fed (roconk North 16°31'24" Wen a distance of 114.87 fact) to a 12" mbor set with plastic cnp, whish reeds "BasellnS Inc." for an angle point In the north line of the 278.212 awe tract, being the northernmost northeast comer of Shadow Canyon Commercial Section 1 and also bang in the south righFof-way line of said State Highway Number 291 THENCE North 734291524 Beat (record: North 73°28'45' Barth along tiro north line of the 278.212 acre track and the south righl-ef--way line of State Highway Number 29 a distance of289.31 feat (record: 28939 fact) to tic POINT OF BEGIMINO. This tract cootains 27821 acres. of land, mora w less, out of the Isaac Donegan Survey, Absirnct Number 178 and the Joseph Thompson Survey, Abstract Number 508 in Williamson County, Texas Bearing Basis: Trams State Plpnc Coordinates, Central Zone, NAA83196CORS. Ronnie Wallace Duo Regustcsed Professional land Surveyor State of Texas No. 5222 File: S.%Pmjacts%Shadow Canyonl)acs1F5oh1 NoteMoundary 278 Ac.doe 1W06527o6.3) A-5 S.H. 29 (R.O.W. VARIES) z�= m ME OF DETAIL MCC HIGHWAY 29 DEVELOPMENT. LLC 10.550 AC. DOC. NO. 2007014a35 O.P.R.W.C.T. �vR 278 GEORGETOWN INC. �S 278.212 AC. DOC. NO. 2014094143 a O.P.R.W.C.T. DETAIL (NOT TO SCALE) s190Iw 2.1 " CNM�Y SECTION Ii lmw u�eao vA,y 1 �orxwar. 8 b �• /� SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR LINE & CURVE TABLES yJAE GRAPHIC SCALE 300 730 0 300 IN FEET MATCHUNE SHEET 6 MATCHEINE SHEET 7 MCLACHNAN 291.09 AC. warNE LAND SURVEYORS, It SHADOW CANYON AAwtmaxa.wawRrtWrn:sEavlo;: I COMMERCIAL um,J�Nwnnovnm SECTION 2 gfFP:9ESN.9A1 fXt1,11)J.9Ni IMGIWFBM61RST1 DOC. NO. 2010066635 O.P.R6Tw{'.W.C.T. yyri d� Aas mA4• za z ,`•,5' 'IX;C IE55' z�= m ME OF DETAIL MCC HIGHWAY 29 DEVELOPMENT. LLC 10.550 AC. DOC. NO. 2007014a35 O.P.R.W.C.T. �vR 278 GEORGETOWN INC. �S 278.212 AC. DOC. NO. 2014094143 a O.P.R.W.C.T. DETAIL (NOT TO SCALE) s190Iw 2.1 " CNM�Y SECTION Ii lmw u�eao vA,y 1 �orxwar. 8 b �• /� SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR LINE & CURVE TABLES yJAE GRAPHIC SCALE 300 730 0 300 IN FEET MATCHUNE SHEET 6 MATCHEINE SHEET 7 MCLACHNAN 291.09 AC. ffo6527o6.3} A-6 JR.I SHEET ', 6 91 10 warNE LAND SURVEYORS, It vn AAwtmaxa.wawRrtWrn:sEavlo;: e6e; ®aosAwEoave AlwnW wxas JmsJ um,J�Nwnnovnm A9 gfFP:9ESN.9A1 fXt1,11)J.9Ni IMGIWFBM61RST1 ffo6527o6.3} A-6 JR.I SHEET ', 6 91 10 MATCHLINE SHEET 6 MATCHLINE SHEET 7 SEE SHEET 7 278 GEORGETOWN INC. O FOR LEGEND 278.212 AC. NAIL FOUND I SEE SHEET 10 DOC, NO. 2014094143 R.O.W. 1 FOR LINE & CURVE TABLES O.P.R.W.C.T. DEED RECORDS WILLIAMSON COUNTY, TEXAS O.P.R.W.C.T. 278.21 ACII O.R,W.C.T. OFFICIAL RECORDS WIWAMSON COUNTY, TEYS 478 JL z dAGeino �` "L°r JAY m [[ 11 RECORD INFORMATION -DDC. NO. 2010088635, O.P.R.W.C.T. m RECORD INFORMATION -DOC. NO. 2014055365, O.P.R.W.C.T. i8 m U GRAPHIC SCALE 0.F. LINE 1 P�ER VOL 300 150 O IN FEET OFP mC WN" SLRVfl' ABSTRAGI NUMBER Ile OF JOSEPH TNOMP6ON BURYE 6{pIGT NUMBER BOB/ 61 z 35j915i 00 JR. ,�6umuP•Ty 4rX-><r c°��7,� NgAg 09 24 A.C. WEIR k ESIHER WEIR\ 3.1 1048.20 AC. 'FIRST TRACT' VOL. 522, PAGE 451 D.R•W.C.T. • 1/2' IRON REBAR FOUND (NOTED, IF CAPPED) O 1/2' IRON REBAR SET WITH CAP: 'BASELINE, INC. - NAIL FOUND A CALCULATED POINT R.O.W. RIGHT OF WAY D.R.W.C.T. DEED RECORDS WILLIAMSON COUNTY, TEXAS O.P.R.W.C.T. OFFICIAL PUBLIC RECORDS WILLIAMSON COUNTY, TEXAS O.R,W.C.T. OFFICIAL RECORDS WIWAMSON COUNTY, TEYS ( ) RECORD INFO. DOC. N0, 2014094143 O.P.R.W.C.T. ( [ RECORD INFORMATION -DOC. NO. 2002093325, O.P.R.W.C.T. [ ] RECORD INFORMATION -DOC, NO. 2008045660, O.P.R.W.C.T, [[ 11 RECORD INFORMATION -DDC. NO. 2010088635, O.P.R.W.C.T. [[[ ]]] RECORD INFORMATION -DOC. NO. 2014055365, O.P.R.W.C.T. BASIS OF BEARINGS: TEXAS STATE PLANE COORDINATES, CENTRAL ZONE, HAD 83/96 52TCH TG ACCOMPANY FIELD NOTES SASEUNE LAND SURVEYORS, INC OF 278.21 ACRES OF LAND OUT DF T8E ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PAOFE557GTV.IN05URVEYING3EAWLR THE JOSEPH THOMPSON SURVEY, ABSTRACT BOTH IN WHUAMSON COUNTY, TEXAS AND BEDJG THAT SANE TRACT OF LAND CON7EYED AS a0avn.Fm FAnsuman,r SHEET 7 al 10 (Wo6527o6.3) A-7 SHEET !0 0119 {Wo6527o6.3} A-io LINE TABLE CURVE TABLE LINE BEARING CURVE RADIUS LENGTH DELTA BEARING, CHORD CI W.00' S 25,54,14' 9' 5]9'22 16 E 1= 345,00' 56 197,69' N84'42'00' 154.70' C2 00' 5 5' '40'E 1. ' 1'49'E 212.18' CZ 0' 235,76- 393.09' N 06' ' 21 C3 L65 235,41' ST55'18' S67'48'02'E 211 AV C3 150.00' 235.67'S6751'WE 207.70' L 212 17' C4 -ffC-+T 797.62' 3 61' 118.10' 797.62' 343.51' 7 8' 40.6 ' CS 567.50! 26 6'17'21' 1' 13.02' CS 174 . 4' 7' 1' SHEET !0 0119 {Wo6527o6.3} A-io LINE TABLE AND LINE BEARING LEN1H LI P2V2 V7 7156' LI SO4'31'00'W 71. ' L2 0' 9'22'E 70.58' 12 5]9'22 16 E 70.82 L3 NOTIOWE 197,69' 3 N69'I B'00'E 197.85' L4 5 5' '40'E 1. ' 4 S28'01'16'E 51.61' L5 ' '01' 393.09' l5 S2 ' 7.00'E 393.19' L65 ' 7' BILISm L6 524'5815 E 98.21 L7 S 92 ' 0'E 207.70' L S1939 00'E 207.78 Le s7s ' z 57S4B'1597 118.10' LVNC'WW L Mall192.1'4' L113.1 ' 13.02' L1 174 . 4' LI174.07 L12 N83-37'24' 248.64' L12 WS3315 E 248.63' L13 S2758*17'E 68,03' LI 37 S22'5 '54'E 69.24' L14 0'33 114.7 ' L14 N16'SI 24 114.87 LIS3'26' 2' LIS N73'2845E 289.39' SHEET !0 0119 {Wo6527o6.3} A-io HASELTNE LAND SURVEYORS, INC AND v9a7ss1avaLtaN9su6v6rnacsE7lvrces 1 005; emam6u4arve 4usrn nw>m4 ucmelmBSHnmtnm 3 A9 orten47nrm rmsr:m.ma memelM1cOwu�mm� SHEET !0 0119 {Wo6527o6.3} A-io _ 4AT�CHLINE SHEET 9 MATCHLINE SHEET 8 doJ- ,15� 1 WNW ELBERT L BROWN & BEVERLY D. BROWN V= D D 103.9327 AC. VOL 2189. PG. 585 O.R.W.C.T. 2%8.21 AC. 0 _ _ doJ- C C THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 8081 M4'56 -001E 278 GEORGETOWN INC. (410 AND BEING THAT SAME TRACT OF IAND CONVEYED AS ' ' % 278.212 AC, 278.212 ACRES TO 278 GRORGETOM4, DVC, BY "' "'"'"SHEET DOC. NO. 2014094143 9S.4a) m1m •'I� O.P.R.W.O.T. Ot fy[:4 SURVEY L . SOUTH UNE MIISW 1T8� ` _ - AppRO%IIMTE NBFR _ r9smMa _ SURVEY 1 APPRO%BW1E NOROI ,T HUMBER MON�N ry 608 GRAPHIC SCALE I 1 300 ISO 0 300 IN FEET TEXAS CRUSHED SEE SHEET 7 STONE COMPANY FOR LEGEND ra�ryl 190.40 AC. SEE SHEET 10 OL 747. PAGE 47 FOR UNE &CURVE TABLES wh A I 'w I OR.VIC.T. 557 �4� 0�il' cQy LryO�b�w 'APPRO%RETE CENfFAL1NE OF Yj SBS,4 'APPRO%91A1E GBDERUNE OF 5AV sRP.IPI.BAff . 2@.(sn... 29 v _ sAR asaPo¢ RNEB• A.C. WEIR & ESTHER WEIR IG48.20 AC. "FIRST TPACT- VOL 522, PAGE 451 D.R.W.C.T. necs�n TV Allvm , e,cw ,,V' BASELINE NAND SURVEYORSr INC OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT' NUMBS 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 8081 BOTH IN MUAAMSON COUNTY, TEXAS n�®menmu,W AND BEING THAT SAME TRACT OF IAND CONVEYED AS m,mnunmi Aw,sysnrMs 278.212 ACRES TO 278 GRORGETOM4, DVC, BY "' "'"'"SHEET INETRUMENT OF RECORD IN DOCUMENT NUMBER 2014094148 OF THE OFPICIAL PUBLIC RECORDS OF WIT.T.lAM9nN CDIINTI'. TRXA9as 8 0( SO ,: ¢mse x uemtrw, (WO652706.3) A-8 SEE SHEET 7 FOR LEGEND S.H. 29 (R.O.W. VARIES) 1 SEE SHEET 10 1 FOR LINE & CURVE TABLES I SHCANYONRCM i I 1 COOW SECTION 3 SECTIO3 N M DOC. NO. w of 2014085385 •rsl�s e>nr C $� O.PRW.C.T. GRAPHIC SCALE 'IflIS Stt�' 300 IS p 300 �M ZP IN FEE!n y t' 2 9 W"071=0 NI`n Wi __I.y>< '1 " LLLN77.40'00'E]]) "" 1 N77-421135"E ,J •� smr [LL498. 34- I I cwlE I ELBERT L BROWN k BEVERLY D. BROWN 103.9327 AC. r 278.21 AC. VOL 2189, PG. 585 O.R.W.C.T. "+fig ^ 278 GEORGETOWN INC. �I� =g 278.212 AC. Zig •'• DOC. N0. 2014094143 mim O.P.R.W.C.T. VSO m m mlr� WIN F L __J__�1TCHLINE SHEET 9_____„_, __T__�__,_•"__ MATCHLINE SHEET 8 BASELINE LAND SURVEYORS, PVC DF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND rRacruL wlo slmv11a1psmWctb' THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 808; 0savnanROwwY elsmn lmsOOss BOTH IN WHIJAMSON COUNTY, TEXAS Orssmmnsx"00310' OR >�snmsm Amsvans0u AND BEING THAT SAME TRACT OF LAND CONVEYED AS OveFepwsM�rtwm 278.212 ACRES TO 270 GEORGETOWN, INC. BY 5nue. nfFET INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL. PUBLIC RECG.— OP wk. TML AMSON COUNTY TEXAS .. MW o avcn:ta a..4-ury {4Vo6827o6.3} A-9 O 512.452.0371 : F 512.454.9933 grayengineering inc.com 8834 North Capital of Texas Highway, Suite 140 Austin, Texas 78759 ENG- IN lEERING5 TBPE2946 PRELIMINARY ENGINEERING REPORT FOR SHADOW CANYON CONSENT TO CREATE A MUNICIPAL UTILITY DISTRICT Prepared For: 278 Georgetown, Inc. Prepared By: Gray Engineering, Inc. 8834 North Capital of Texas Highway, Suite 140 Austin, Texas 78759 TBPE Firm #2946 G )' }(a•, May 6, 2015 ` C RRj/l� C yq GEI No. 1628-10941-54 This report presents the preliminary engineering information about the tract to show that it is plausible for creation of a Municipal Utility District (MUD) on the tract. The development is currently planned to be comprised of the Shadow Canyon tract consisting of 278.212 acres, more or less, tract of land out of the Issac Donagan Survey, Abstract No. 178 and the Joseph Thompson Survey, Abstract No. 608, Williamson County, Texas. The tract is located on the west side of Georgetown south of State Highway 29. See Exhibit A. The tract topography consists of flat plateaus located between steeply sloping ravines with grades approaching in excess of 25%. The natural drainage is to the south terminating into the South San Gabriel River along the southern boundary of the 278 Tract. There is an existing 24" waterline located immediately across SH 29 in front of the tract. This line was originally installed by the Chisolm Trail SUD but it is now being operated by the City of Georgetown. Water service is expected to be provided to the 278 Tract by the city of Georgetown by connection to this line. The City of Georgetown operates a wastewater treatment plant located east of IH 35. A newly installed gravity wastewater interceptor along the South San Gabriel River will connect the 278 Tract to this plant allowing wastewater treatment and disposal to be provided by the City of Georgetown. In general the tract has very favorable relatively flat plateau topography for residential development with water and wastewater facilities in close proximity for services. PRELIMINARY DRAINAGE STUDY As previously noted, the 278 Tract has two main drainage basins that drain southward through the tract terminating into the South San Gabriel River. The drainage basins for excellent conveyance of storm water flows directly to the river. Each of the drainage ways will be preserved intact to accept storm water runoff from the project which will be designed to the City of Georgetown Standards and include curb and guttered streets, curb inlets, storm sewer pipes and headwalls discharging into the existing drainage ways. Precautions will be taken to ensure that the development flows will not create erosion problems in the natural waterways with onsite water quality ponds being incorporated into the overall project. The waterways and water quality pond areas may be able to be incorporated into recreational parkways to provide additional benefits to the project. PRELIMINARY ROAD STUDY The 278 Tract borders SH 29 on the north side of the project. This will provide both eastbound access to IH 35 and westbound access to both Ronald Reagan Blvd. and US 183-A. TRAFFIC STUDY A TIA had been previously prepared for the 278 Tract. During the project planning meetings with the City, any revisions or updates to the TIA will be discussed and provided, if needed. PRELIMINARY COST ESTIMATES With the proximity of existing water and wastewater facilities to the 278 Tract, the estimated water distribution, wastewater collection and storm drainage improvements costs is $12,180,375. A detailed Estimate of Probable Construction Costs is attached as Appendix D to this report. 278 Georgetown, Inc. Preliminary Engineering Report for Possible MUD Creation LIST OF ATTACHMENTS: Appendix A: Location Map Appendix B: Concept Plan Appendix C: Utility Layouts Appendix D: Estimate of Probable Construction Costs Appendix A IL®caf o n Map A Saul. 1'=800' DRAW seals m CRT SHADOW CANYON SITE EXHIBIT Appendix B Concept Plan N�CaNWp�z9 ACCESS TO ADJACENT PROPERTY PARCEL1 RESIDENTIAL - RS 29.6 AC. ACCESS TO ADJ PROPERTY PARCEL3 RESIDENTIAL -RS 7.1 AC. b ACCESS TO "'`•� ADJACENT PROPERTY PARCEL2 RESIDENTIAL -RS 21.6 AC. PARCEL4 RESIDENTIAL -RS OPEN s 36.9 AC. SPACE J-� PARCELS RESIDENTIAL - RS 21.8 AC. ACCESS TO ADJACENT PROPER—MTRAIL PARCEL6 RESIDENTIAL -RS y� 17.1 AO -aT} 'W RESIDENTIAL LAND USE SUMMARY <y LOT TYPE ACRES MAXIMUM UNITS E� RESIDENTIAL (RS) 160.3 AC. PARCEL? RESIDENTIAL -RS o RESIDENTIAL TOTAL 160.3AC. 600 units 26.2 AC. S ® Amenity Center 3.4 AC. 0 0 Major Row 9.1 AC. Open Space' 34.3 AC. HabltatlKarstBulfers 49.1 AC. APPROXIMATE FORMER USFW HABITAT BOUNDARY O Public ParMand Dedication 22.0 AC. Notes: TOTAL 278.2 AC. Open space includes greenbelts, easements and landscape buffers o azo 700 140 Scale: 1'=700' SEC Planning, LLC EXHIBIT C NORTH Apl2]2016 ' n,��"�N�nIYDAte, L,nn wamma• lanasUpenrtnaen„a. Grnmuniiy eanems v...uw 278 GEORGETOWN, INC. "A m.wmawwod- �i.J—wimoa.a>,.w,wd yumamvs .nwme..owa.i.a.. w.e,a,®y. a=adwaamua. wa GEORGETOWN, TEXAS wbw..ow.y.. W.i.nap.nI mn p..nam.-dc mnm ow`wwtwn1"M aa,,wwI. w 15wq.emaago, Appennfflx C Ufflity Layo nas SCALE: 1"=500' CM!F m SCALE IN f'EET SHADOW CANYON 0 350 No 750 1000 WATER EXHIBIT SCALE: t "=500' GRAPHIC SCALL IN FEEL SHADOW CANYON ow — 500 — 750 1600 WASTEWATER EXHIBIT SCALE: 1"=500' GRAPHIC SCALE RI FEET SHADOW CANYON o no 50D 750 10G0 STORM SEWER EXHIBIT Appendix Estimate of ProbabRe Construction Costs WILLIMASON. COUNTY MUNICIPAL UTILITY DISTRICT NO. 34 SUMMARY OF CONSTRUCTION COSTS Construction Costs A. Developer Items 1. Water Distribution 2. Wastewater Collection 3. Storm Drainage 4. Road No. 1 5. Road No. 2 Subtotal 6. Contingencies (10%) 7. Engineering, Fees, Permits (15%) Total Developer Items B. District Items 1. Capital Recover Fees a. Water (591 Connections@ $5,139/LUE) b. Wastewater (591 Connections @ $2,997/LUE) c. Watewater- South Fork (591 Connections @ $4,452/LUE) 2. Water Quality Ponds (24ac @ $36,500/ac) Total District Items Total Estimated Costs $ 2,812,500 4,845,000 4,522,875 670,100 627,940 $ 13,478,415 1,347,842 2,021,762 $ 16,848,019 $ 3,037,149 $ 1,771,227 $ 2,631,132 $ 876,000 $ 8,315,508 TOTAL CONSTRUCTION COST $ 25,163,527 I'I NOTES:(l) Total construction costs do not include the following estimated non -construction related costs, which are also appropriate to be considered for reimbursement: a. Environmental Mitigation b. City Contributions C. Developer Interest d. Creation Costs Total GEI Job No. 1628-10941-54 Revised 5/10/2016 $ 3,000,000.00 $ 1,500,000.00 $ 1,850,000.00 $ 200,000.00 $ 6,550,000.00 a STATE OF TEXAS § OFFSITE UTILITY CONSTRUCTION § COST REIMBURSEMENT COUNTY OF WILLIAMSON 4 AGREEMENT FOR SHADOW CANYON 1. The parties to this Offsite Utility Construction Cost Reimbursement Agreement for Shadow Canyon (the "Agreement") are tire CITY OF GEORGETOWN, a Texas Home Rule Municipal Corporation (the "City"); and San Gabriel Harvard, L.P., an Arizona limited partnership ("Developer"). Recitals 2. WHEREAS, the Developer is the owner of the property consisting of approximately 306 acres (+/-) for which the City Council approved a Preliminary Plat for the project to be known as Shadow Canyon (the "Property") on December 14, 2004, a copy of which preliminary plat is attached hereto as Exhibit `A "; and WHEREAS, the City's Unified Development Code ("Code") requires that the Developer extend wastewater lines that satisfy the current Wastewater Master Plan and the needs for the Property at Developer's expense; and 4. WHEREAS, Section 13.09.030(C )(1) of the Code also provides that: "The City may, at its sole discretion, participate with the sub -divider in the cost of oversized facilities based upon, but not limited to the following factors: (1) the approved utility budget for the current year, (2) the ability of the specific utility to fund any future costs, (3) the degree to which the project conforms to and accomplishes the utility 5 -year CIP priorities (4) the degree to which the project accomplishes the utility Master Plan, and (5) the impact to system operations;" and 5. WHEREAS, Section 13.09.030(D) of the Code also states, "When the sub -divider constructs line extensions included in the ten-year Impact Fee CIP, the sub -divider may be eligible for an Impact Fee Credit on the fee assessment for each lot in the planned development. Impact Fee Credit shall be calculate based upon the number and size of service connections and the allocation of costs in the most recent Impact Fee Calculation;" and 6. WHEREAS, a 12" wastewater lint is necessary to serve the Property, and the City's current Wastewater Master Plan requires the installation of a 21" wastewater gravity collection main from IH -35 to he Property and beyond (the "South San Gabriel Interceptor"); and WHEREAS, the portion of the South San Gabriel Interceptor from its inception at the Lift Station west of IH -35 to the westernmost edge of the property being developed as the Wolf Ranch shopping center is currently under construction pursuant to the terms of that certain Development Agreement between the City and Forestville Associates; and Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 1 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 1 of 75 8. WHEREAS, the City's current 10 -year Impact Fee CIP provides for the extension of the South San Gabriel Interceptor to the Property some time after 2010, but the City staff is currently in the process of updating the Impact Fee CIP and anticipates that the extension will be included in the new 10 -year Impact Fee CIP and Impact Fee amount that is expected to be presented to the City Council in time for possible adoption by October 1, 2005; and 9. WHEREAS, Developer has agreed to construct the extension of the 21" South San Gabriel Interceptor beginning at the westernmost edge of the Wolf Ranch shopping mall property and ending at the westernmost edge of the Property (such extension being hereinafter referred to as the "Offsite Wastewater Improvement") to service the needs of the development on the Property as well as the surrounding area and to finance the design and construction of such improvement in accordance with this Agreement; and 10. WHEREAS, in order to obtain approval for City wastewater utility service to the Property, Developer has requested the approval of wastewater utility service extensions necessary to connect the Property to existing City wastewater utility facilities with reimbursement for the wastewater lines included in the City's Impact Fee calculation; and 11. WHEREAS, if the City Council approves a New Wastewater Impact Fee as described in Paragraph 23 below, and after considering the factors set forth in Section 13.09 of the Code, the City Council finds and determines that it would be appropriate to reimburse Developer for utility line costs in accordance with the terms of this Agreement; and 12. WHEREAS, the City and Developer are entering into this Agreement to more particularly set forth the rights and obligations of the City and Developer with respect to the design, construction, and payment for the Offsite Wastewater Improvement; and 13. WHEREAS, this Agreement is necessary to protect the health, safety, and general welfare of the community and to limit the harmful effects of substandard subdivisions; to facilitate Developer's construction of the offsite wastewater facilities; and to protect the City from bearing any unnecessary expense of constructing or completing subdivision improvements; and 14. WHEREAS, this Agreement is authorized by and consistent with state law and the City's other ordinances, regulations, and other requirements governing development of subdivisions and provision of utility services to customers of Georgetown Utility Systems. NOW, THEREFORE, IN CONSIDERATION of the foregoing recitals and the mutual covenants, promises, and obligations by the parties set forth in this Agreement, the parties agree as follows: Design and Construction Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 2 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 2 of 75 15. Developer agrees to arrange for a professional engineer registered in the State of Texas to prepare design drawings and bid documents for the construction and installation of the Offsite Wastewater Improvement. Except as otherwise provided herein or agreed upon by the City and Developer, the Offsite Wastewater Improvement shall be designed in conformance with the City's design criteria, construction standards, and specifications for utility construction (including, without limitation, environmental protection requirements such as erosion controls and site restoration). The City shall be authorized to review and approve the design drawings (which approval shall not be unreasonably conditioned, withheld or delayed). 16. Developer shall diligently attempt to obtain all easements necessary for the construction of the Off-site Wastewater Improvement at Developer's expense, except that the City will make available, at no cost to Developer, the right to use any rights of way or easements held by the City. If Developer is unable to obtain all required off-site easements, the City shall attempt to acquire the easements, using its powers of eminent domain if necessary, at Developer's sole expense; provided specifically that such expenses shall include but not be limited to City staff time for oversight and project management; attorneys' fees; survey fees and expenses; appraisal fees and expenses; expert fees and expenses, and all other fees, costs and expenses associated with the acquisition. 17. Developer shall competitively bid the project in accordance with all applicable City procedures. Developer shall enter into a contract for the construction of the Offsite Wastewater Improvement in accordance with the terms and conditions of this Agreement and with the approved construction plans. Any and all change orders shall be jointly agreed to by the City and the Developer. 18. Developer shall exercise reasonable diligence to assure the substantial completion of the Offsite Wastewater Improvement and acceptance of the improvement(s) by the City occurs on or before October 1, 2008. 19. The City shall have the right to inspect the construction .of the Offsite Wastewater Improvement, and, upon completion of the final stage of construction in accordance with all applicable City, state and federal standards, Developer may request that City finally accept the improvements. Fiscal Surety 20. Developer shall post fiscz! security in the form of an irrevocable Letter of Credit in the amount of 110% of the estimated cost for design and construction of the Offsite Wastewater Improvement to secure the proper design and actual completion of the Offsite Wastewater Improvement in accordance with the terms of this Agreement. Developer agrees to post such fiscal security within ten (10) days of the Effective Date of this Agreement. Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 3 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 3 of 75 21. If the construction of the Offsite Wastewater Improvement proceeds in discrete phases (as defined in the approved Plans and Specifications and the construction contract), the fiscal security may be reduced by an amount equal to the cost of the completed work for each defined phase of construction, at the written request of the Developer (such requests to be made no more frequently than once every three (3) months) and if Developer is not then in Default under this Agreement or the letter of credit or other obligations relating to the project. 22. If at any time during the course of the work on the Offsite Wastewater Improvement the cost estimate for the remaining work exceeds, or is expected to exceed, the amount of the Letter of Credit, the City shall so advise Developer in writing, and Developer shall remit, within thirty (30) days of the receipt of the notice, a new or replacement Letter of Credit for the required amount. Impact Fees 23. Impact Fees associated with development on the Property shall be those newly revised impact fees adopted by the City Council in 2005, except that the Wastewater Impact Fee shall be reduced by an Impact Fee Credit, currently estimated at $400 per service unit as shown in "Exhibit B". Construction Cost Reimbursement 24. The City and the Developer have estimated the actual design and construction costs for the Offsite Wastewater Improvement, (excluding items such as, but not limited to, financing, interest, fiscal security, accounting, project management, inspections, permits, and legal services) to be $1,900,427.00 as shown on "Exhibit B." The parties acknowledge that the actual costs may be greater or less than $1,900,427.00 and further agree that such cost underages or overages shall be addressed as provided for herein. 25. Developer will pay all costs associated with the design and construction of the Offsite Wastewater Improvement, subject to the reimbursement rights provided herein. The City's reimbursement obligations will extend only to the Proportional Cost associated with the capacity of the Offsite Wastewater Improvement not attributed to the Property and subject to the terms of this Agreement. For the purposes of this Agreement, the term "Proportional Cost" as 1 sed herein shall mean the product of the actual construction cost of the Offsite Wastewater Improvement and one minus the percentage obtained by dividing the maximum flow of a pipe sized for the Property by the maximum flow of Offsite Wastewater Improvement as shown in "Exhibit B." 26_ Based upon the cost estimate shown in "Exhibit B," the Proportional Cost of the Offsite Wastewater Improvement, and the maximum amount subject to reimbursement under this agreement, is $1,473,111.00. In the event the costs of the Offsite Wastewater Improvement are greater or less than the estimated amounts shown on "Exhibit B," the City's reimbursement obligation to Developer will be the lesser of the actual proportional Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 4 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 4 of 75 cost of the Offsite Wastewater Improvement or the proportional cost of the Offsite Wastewater Improvement included in the wastewater Impact Fee(s). 27. The City shall not be obligated to reimburse any sums for "Contingency" shown on "Exhibit B" unless and until the Developer submits a change order describing the need for the expenditure of such contingency funds, and the City's Utility System Engineering Department issues its written approval of the actual expenses shown on the change order. 28. If Developer allows work to commence on any change order before receiving City approval as required under this Paragraph , any costs incurred on that change order that are not approved by the City are not eligible for reimbursement. 29. Provided that the Developer has constructed the Offsite Wastewater Improvement and complied with the terms and conditions of this Agreement, and provided further that the City has accepted the Offsite Wastewater Improvement, then City shall pay to Developer on an annual basis, but in any event not later than January 30 of the following year, an amount based upon the Wastewater Impact Fees received by the City in that year that are specifically associated with the Offsite Wastewater Improvement from new wastewater connections served by the Offsite Wastewater Improvement off the Property. The payments to be made to Developer by the City shall be payable, if paid, solely from annual Wastewater Impact Fees received by the City and specifically associated with the Off -Site Wastewater Improvement. The City's obligation to make payments to Developer for the Offsite Wastewater Improvement shall expire upon the earlier of (i) payment to Developer of $1,473,111.00 or the sum calculated pursuant to Paragraph 28 of this Agreement, whichever is less, and shall not include interest; or (ii) the date that is 10 years following the date of the first payment made pursuant to this Paragraph. Any payments yet to be paid after the end of the 10 year term described in this Paragraph shall be deemed unearned and the City shall have no further obligation to Developer for same. 30. Within thirty (30) days of final acceptance by the City of the Offsite Wastewater Improvement, Developer must submit a report to the City of the total costs of the project that includes the supporting information. 31. The obligations of the City under this Agreement to make payments in any fiscal year shall constitute a current expense for that fiscal year payable solely from the revenues of the Wastewater Capital Fund for that fiscal year. The obligation of the City to make payments does not constitute a general obligation or indebtedness of the City for which the City is obligated to levy or pledge any form of taxation. Default and Termination Offsite Utility Construction Cost Reimbursement Agreement! Shadow Canyon Page 5 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 5 of 75 32. Developer shall be in default under this Agreement upon the occurrence of one or more of the following events (an "Event of Default"): a. Developer fails to commence or complete design or construction of the Offsite Wastewater Improvement as provided herein; or b. Developer fails to post the required fiscal security or to increase the amount of fiscal security when requested to do so by the City under this Agreement; or c. Developer transfers or conveys the Property or a portion of the Property through foreclosure or an assignment or conveyance in lieu of foreclosure. 33. Anything in Paragraph 32 to the contrary notwithstanding, it shall be an Event of Default in the event Developer does not cure a failure described in Paragraph 32 above within fifteen (15) days of receipt of written notice thereof from the City. 34. At any time following the occurrence of an Event of Default and Developer's continued failure to cure the same, the City may provide one or more notices to Developer stating that the City intends to perform none, some or all of Developer's outstanding obligations under this Agreement for construction of the Offsite Wastewater Improvement. 35. If after notice and an opportunity to cure as provided for in Paragraph 33 of this Agreement Developer does not commence work on the Offsite Wastewater Improvement, or commences but does not complete such work as required by the terms of this Agreement, the Developer shall be in default of this Agreement and the City shall have the right but not the obligation, to draw on the fiscal security posted by the Developer and complete some, none, or all of the Offsite Wastewater Improvement. The City may draw on the Letter of Credit following an Event of Default to pay for the costs and expenses incurred by the City in the completion of Offsite Wastewater Improvement or to correct defects in the Offsite Wastewater Improvement. The City may perform such construction and repairs itself, or engage a third party to complete such construction and repairs on behalf of the City. 36. If the City elects to complete the Offsite Wastewater Improvement, Developer agrees to provide all plans, designs, easements, and other documents related to the design and construction of the Offsite Wastewater Improvement to the City within five (5) business days of the dat - that the City requests same. If the City elects to complete the Offsite Wastewater Improvement as allowed by this Agreement the City will have no obligation to provide, and Developer shall not be entitled to receive, reimbursement for any costs or expenses incurred with regard to the Wastewater Utility Improvement. 37. If Developer does not commence or complete construction of the Wastewater Improvement as required by this Agreement and if the City elects not to draw on the fiscal security in order to complete the Wastewater Improvement the City will have the right, in its sole discretion, to terminate this Agreement Offsite Utility Construction Cost Reimbursement Agreement/ Shadow Canyon Page 6of13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 6 of 75 38. If the City elects to terminate this Agreement for reasons allowed by Paragraph 37 of this Agreement, or if this Agreement expires on its own tetras before completion or acceptance of any portion of the Offsite Wastewater Improvement, the City will have no obligation to provide wastewater service to the Property and Developer shall not be entitled to reimbursement for any costs or expenses incurred with regard to the Wastewater Utility Improvement. 39. The measure of damages for breach of this Agreement by Developer is the reasonable cost of completing the Offsite Wastewater Improvement in conformance with the City's requirements, procedures, and specifications set forth herein, including without limitation, any and all associated administrative expenses, less the City's share of the costs as set out herein. For work on the Offsite Wastewater Improvement upon which construction has not begun, the estimated cost of the Offsite Wastewater Improvement shown in the bid documents will be prima facie evidence of the minimum cost of completion; however, that amount does not establish the maximum amount of Developer's liability. Ownership of Facilities 40. From and after the time of final completion and acceptance of the Offsite Wastewater Improvement by the City, the City shall own, operate and maintain the same. Developer agrees to execute and deliver to the City within 30 days after the time of final completion and acceptance of the Offsite Wastewater Improvement such bills of sale, assignments, or other instruments of transfer as may be deemed reasonably necessary by the City. Developer will also deliver all warranties secured for construction of the Offsite Wastewater Improvement. Upon execution and delivery of such instruments, Developer will have no further obligations or responsibility for the Offsite Wastewater Improvement. Within said thirty (30) day period, Developer shall also deliver to the City all bonds, warranties, guarantees, an other assurances of performance, record drawings, easements, project manuals, and all other documentation related to the Offsite Wastewater Improvement. 41. Developer agrees that the City will not accept any Offsite Wastewater Improvement burdened by any lien or any other encumbrance. Provision of Utility Service 42. The parties agree and acknowledge that from and after the time of final acceptance by the City of t: -e Offsite Wastewater Improvement, the City, as owner of them, will operate and maintain said improvements and will provide wastewater utility service to customers within the Property subject to the conditions stated in this Agreement and according to the City's policies and ordinances, as amended from time to time. Nothing in this Agreement will be construed to limit, restrict, modify, or abrogate the City's governmentatl authority or ordinances respecting the operation and maintenance of its wastewater systems nor its duty to provide for the public health, safety, and welfare in the operation and maintenance of the same. Offsite Utility Construction Cost Reimbursement Agreement/ Shadow Canyon Page 7 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 7 of 75 43. Upon final acceptance of the Offsite Wastewater Improvement by the City, the City agrees that Developer may after that apply for wastewater service following applicable City policies and ordinances, provided, however, that: (a) This Agreement will not be construed to guarantee wastewater service to the Property; such service may be guaranteed only upon the City's approval of the Final Plat and the recording of same in the Final Plat records of Williamson County in accordance with the requirements of the Code; (b) This Agreement in no way obligates the City to approve service extension requests not conforming to the requirements of the City's policies and ordinances nor otherwise binds the governmental powers of the City with respect to the approval or denial of the same; (c) This Agreement does not exempt Developer, or its successors and assigns, from the requirements of any ordinance applicable to development within the acreage covered by the service extension requests; (d) This Agreement does not guarantee approval of the final plat of Shadow Canyon or the approval of any other applications or permits related to the project; (e) This Agreement will not be construed to create or confer upon Developer, or its successors and assigns, any ov nership rights in or monopoly regarding capacity in the Offsite Wastewater Improvement, whether total or partial, after final acceptance of the project by the City; (f) This Agreement will not be construed to create or confer upon Developer, or its successors or assigns, any manner of legal title to, equitable interest in or other claim of joint ownership with respect to property, whether real, personal or mixed comprising the Offsite Wastewater Improvement, after final acceptance of the project by the City; and (g) This Agreement will not be construed to guarantee any particular level of service to the Property. General Provisions 44. Other Infrastructure Improvements. Developer agrees that it shall construct all other infrastructure improvements required for the project and/or the Property at its sole expense and in conformance with the Code and all other applicable City standards and requirements. 45. Remedies. The remedies available under this Agreement and the laws of Texas are cumulative in nature. Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 8 of 13 EXHIBITI) WASTEWATER SERVICES AGREEMENT Page 8 of 75 46. Third Party Rights. No person or entity who or which is not a party to this Agreement shall have any right of action under this Agreement, not shall any such person or entity other than the City (including without limitation a trustee in bankruptcy) have any interest in or claim to the funds described in Paragraph 20 of this Agreement. 47. By submitting plans or specifications for the City for review, the DEVELOPER PARTIES (as that term is defined below) each agree to waive all claims, fully release, indemnify, defend and hold harmless the City, and all of its officials, officers, agents, consultants, employees, attorneys, and invitees in both their public and private capacities (collectively, the "CITY PARTIES") from any and all liability, claims, lawsuits, demands or causes of action,. including all expenses of litigation and/or settlement which may arise by injury to property or person occasioned by error, omission, intentional, or negligent act of the Developer, its officers, agents, engineers, consultants, employees or invitees (collectively, the "DEVELOPER PARTIES") arising out of or in connection with submission of drainage plans, construction plans, or any other plans or specifications submitted to the City. The DEVELOPER PARTIES further agree that they each will, at their own cost and at their own expense, defend and protect the CITY PARTIES from any and all such claims, losses, damages, causes of action, suits, and liability of any kind, including all expenses of litigation, court costs and attorneys' fees for injury to or death of any person or for any damage to any property arising out of or in connection with the error, omission, intentional or negligent acts of any of the DEVELOPER PARTIES. Nothing in this provision shall waive the City's defenses or immunities under Section 101.001 et. seq. of the Texas City Practice & Remedies Code or any other applicable statutory or common law. Approval of the City Engineer or any other of the CITY PARTIES of any plans, designs or specifications submitted pursuant to the requirements of the Unified Development Code or any other provision of the City Code of Ordinances or technical manuals shall not constitute or be deemed to be a release of the responsibility and liability of any of the DEVELOPER PARTIES (as defined above) for the accuracy and competency of their designs or specifications. Such approval shall not be deemed to be an assumption of such responsibility or liability by the City for any defect in the design or specifications prepared by any of the DEVELOPER PARTIES. Approval by the City Engineer or any other of the CITY PARTIES signifies the City approval of only the general design concept of the improvements to be constructed or the drainage plan to be implemented. In this connection, the DEVELOPER PARTIES shall each indemnify and hold harmless the CITY PARTIES from any loss damage, liability or expense on account of damage to property and injuries, including death, to any and all persons which may arise out of any defect, deficiency or negligence of any of the DEVELOPER PARTIES designs and specifications to the extent prepared or caused to be prepared by any of the DEVELOPER PARTIES and incorporated into any improvements constructed in accordance therewith, or plans implemented thereby, and the DEVELOPER PARTIES shall defend at their own expense any suits or proceedings brought against any of the CITY PARTIES on account hereofy and to pay all expenses and satisfy all judgments �.� Offsite Utility Construction Cost Reimbursement Agreement I Shadow Canyon Page 9 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 9 of 75 which may be incurred by or rendered against them, collectively or individually, personally or in their official capacity in connection herewith. 48. In addition to the foregoing Release and Indemnity, in further consideration for the City's agreement to reimburse Developer in accordance with the terms of this Agreement and other promises herein, the receipt and sufficiency of which is hereby acknowledged, Developer agrees to fully and completely release and forever discharge the City, its employees attorneys and officers, in both their individual and official capacities, and its successors, agents, representatives, servants, and any other related or affiliated persons, natural or corporate, in privity with them from any and all possible claims, demands, actions, causes of action, costs, expenses, obligations, liabilities, suits, and damages of every kind and character whatsoever, now existing or that may arise hereafter, whether known or unknown, at law or equity, however, whenever, and by whomever caused, whether solely, jointly, or otherwise, including, without limitation, any and all causes of action directly or indirectly arising out of, resulting from, or attributable to the Offsite Wastewater Improvement that the Developer is required to construct by the terms of the Code and this Agreement. 49. No Waiver. No waiver of any provision of this Agreement will be deemed or constitute a waiver of any other provision, nor will it be deemed or constitute a continuing waiver unless expressly provided for by a written amendment to this Agreement; nor will the waiver of any default under this Agreement be deemed a waiver of any subsequent defaults of the same type. The failure at any time to enforce this Agreement or covenant by the City, Developer, or their respective heirs, successors or assigns, whether any violations thereof are known or not, shall not constitute a waiver or estoppels of the right to do so. 50. Assignability. Except as otherwise provided herein, this Agreement is binding upon Developer, and the successors and assigns of Developer. Developer's obligations under this Agreement may not be assigned without the express written approval of the City, which shall not be unreasonably withheld or delayed. An assignment shall not be construed as releasing Developer from Developer's obligations under this Agreement, and Developer's obligations hereunder shall continue notwithstanding any assignment approved pursuant to this Paragraph, unless and until the City executes and delivers to Developer a written release of Developer from the obligations imposed by this Agreement. 51. Notice. Any notice required or permitted by this Agreement is effective when personally delivered in writing or three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: If to Developer: Harvard Investments, Inc. Mr. Christopher J. Cacheris 17700 North Pacesetter Way Scottsdale, Arizona 85255 Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 10 of 13 EXHIBITI) WASTEWATER SERVICES AGREEMENT Page 10 of 75 If to City: City Manager City of Georgetown P.O. Box 409 Georgetown, Texas 78627 52. Change of Address for Notice. The parties may, from time to time, change their respective addresses listed above to any other location in the United States for the purpose of notice under this Agreement. A party's change of address shall be effective when notice of the change is provided to the other party in accordance with the provisions of Paragraph 32, above. 53. Severability. If any part, term, or provision of this Agreement is held by the courts to be illegal, invalid, or otherwise unenforceable, such illegality, invalidity, or unenforceability shall not affect the validity of any other party, term, or provision, and the rights of the parties will be construed as if the part, term, or provision was never part of this Agreement. 54. Personal Jurisdiction and Venue. Personal jurisdiction and venue for any civil action commenced by any party to this Agreement, whether arising out of or relating to the Agreement or the Security, will be deemed to be proper only if such action is commenced in District Court for Williamson County, Texas, or the United States District Court for the Western District of Texas, Austin Division. 55. Captions Immaterial. The numbering, order, and captions or headings of the paragraphs of this Agreement are for convenience only and shall not be considered in construing this Agreement. 56. Entire Agreement. This Agreement contains the entire agreement between the parties and correctly sets forth the rights, duties, and obligations of each to the other as of the Effective Date. Any oral representations or modifications concerning this Agreement shall be of no force or effect excepting a subsequent written modification executed by both parties. 57. Binding Agreement. The execution and delivery of this Agreement and the performance of the transactions contemplated thereby have been duly authorized by all necessary corporate and governmental action of the City. This Agreement, when duly executed and delivered by each party, constitutes a legal, valid, and binding obligation of each party enforceable in accordance with the terms as of the Effective Date. 58. Recording. The parties agree that this Agreement may be recorded in the Real Property Records of Williamson County, Texas at the expense of Developer. 59. Further Assurances. The City and Developer agree to take such actions and execute and deliver such documents as may be reasonably necessary or appropriate to effect the provisions of this Agreement. Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Pagf, l l of 13 EXHIBITI) WASTEWATER SERVICES AGREEMENT Page 11 of 75 60. Term. Unless sooner terminated under the provisions of this Agreement, this Agreement shall expire of its own terms and without further notice .upon the earlier of (i) payment to Developer of $1,473,111.00 or the sum calculated pursuant to Paragraph 28 of this Agreement, whichever is less, and shall not include interest; or (ii) the date that is 10 years following the date of the first payment made pursuant to the terms of Paragraph 29. 61. Effective Date. This Agreement will be effective on the later of either (i) the latest date accompanying the signature lines below; or (ii) the date that the City Council finally adopts impact fee schedules or other funding mechanisms necessary to reimburse Developer in accordance with the terms of this Agreement. EXECUTED by the parties on the dates indicated below: CTPYOF GEORGETOWN, TEXAS ("CITY") By: 4ii�� Prin ed N e: A!� Title: Date: /0 —20— 05' App$ ved as to Form: Patricia E. Carls, City Attorney Brown & Carls, LLP THE STATE OF TEXAS COUNTY OF WILLIAMSON SAN GABRIEL HARVARD, L.P. ("DEVELOPER") By: Print ame: 41te 03 Title: ✓. ?. Date: JO&Aas This instrument was acknowledged before me on the c:;20Af— day of A-1-0her , 2005, by Gary Nelon, Mayor, City of Georgetown, a Texas home rule municipal corporation, on behalf of said City. SANDRA.D. LEE Notary WhBc, Slate ofTexes *' + lay Cenmtsshn Fires / JANUARY 3, 2006 Notary Public in and for Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 12 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 12 of 75 the State of Texas THE STATE OF ARIZONA COUNTY OF MARICOPA This instrument was acknowledged before me on the jbm day of ,tom 2005, by Christopher J. Cacheris, Vice President, of Harvard Investments, Inc., the mart er of Georgetown 308, L.L.C., the General Partner of San Gabriel Harvard L.P. i Notary Public kand for wm7n the State of 'ono -- Offsite Utility Construction Cost Reimbursement Agreement /Shadow Canyon Page 13 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 13 of 75 P.W ELBERT BRC NN m m m T m m A pm m �1CN/Q17. PRELIMINARY PLAT OF SHADOW CANYON SUBDIVISION JAMES ROSSAVAW ' BErML NU.TWAWY TEXAS TRUCKING COMPANY. INC waMava OPEN saw OPEN SPACE A.C. WEIR r . JUDY W. HINDEiANG N.T. GUY ;G4s•' r, 11 Lots requesting variance to driveway separation A A.C. WEIR n.t.s. EXHIBITI) WASTEWATER SERVICES AGREEMENT Page 14 of 75 Shadow Car -on Cost Reimbursement Ngreement Exhibit "B" Construction Estimate and Cost Reimbursement Calculation Project: Shadow Canyon Wastewater v ffm a 0 WIN K FYXO IT9 Mon MMEO- Construction 21" SDR 26 Piping 1 $120.001 12,100 $1,452,000 Trench Safety 1 $1.001 12,1001 $12,100 Standard Manhole 1 $4,200.00 28 $117,600 Extra Depth for Manholes 1 $150.00 100 $15,000 Silt Fence $2.00 12,1001 $24,200 Restoration $0.75 7,500 $5,625 Contingency 10%) 1 $162,653 Design Engineering & Environmental $73,250 Design Survey $24,000 Permitting $14,000 TOTAL ESTIMATE $1,900,428 r j la ter. • , �y F mum eim qp j a ? u5 a e $ 1,473,111 sG ei e` a ce `, i f $400 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 15 of 75 TRI -PARTY AGREEMENT This Agreement (herein so called) is entered into on the Effective Date (hereinafter defined) by and between the CITY OF GEORGETOWN, a Texas home rule municipal corporation (the "City"), SAN GABRIEL HARVARD LP, an Arizona limited partnership ("Harvard"), and ABG DEVELOPMENT, LTD., a Texas limited partnership ("ABG") (the City, Harvard and ABG sometimes collectively referred to herein as the "Parties"). RECITALS A. WHEREAS, the Parties desire that Phase A, Phase B, Phase C I and Phase C2 of the extension of the wastewater line and related improvements known as the South San Gabriel Interceptor (the "SSGI") be designed and constructed in accordance with the line sizes and alignment shown on Exhibit A attached hereto and made a part hereof; B. WHEREAS, Phase A of the SSGI shall be a 42" wastewater line and related improvements crossing the Simon Tract (as hereinafter defined) as approximately shown on Exhibit A (the "Simon WW Line"), which Simon WW Line shall be constructed by the City; C. WHEREAS, Phase B of the SSGI shall be a 36" wastewater line and related improvements crossing the Harvard Tract (as hereinafter defined) as approximately shown on Exhibit A (the "Harvard WW Line"); D. WHEREAS, Phase Cl of the SSGI shall be a 30" wastewater line and related improvements crossing the ABG Tract (as hereinafter defined) and a portion of the Watson Tract (as hereinafter defined) as approximately shown on Exhibit A ("Phase C1 of the ABG WW Line"); E. WHEREAS, Phase C2 of the SSGI shall be a 30" wastewater line and related improvements crossing the balance of the Watson Tract as approximately shown on Exhibit A ("Phase C2 ol'the ABG WW Line"); F. WHEREAS, the Simon Tract, the Harvard Tract, the ABG Tract and the Watson Tract are all more particularly described and/or depicted on Exhibit B attached hereto and made a part hereof; G. WHEREAS, pursuant to that certain Offsite Utility Construction Cost Reimbursement Agreement for Shadow Canyon executed by the City on October 20, 2005, and by Harvard on August 16, 2005 (the "Harvard Offsite Agreement'), a copy of which is attached hereto and made a part hereof as Exhibit C, Harvard is required to design and construct a 21" wastewater line across the Harvard Tract (the "Original Harvard WW Line"). H. WHEREAS, pursuant to that certain Offsite Utility Construction Cost Reimbursement Agreement for ABG Subdivision dated of even date herewith (the "ABG Offsite Agreement'), ABG is required to design and construct Phase Cl and Phase C2 of the SSGI (collectively, the "ABG WW Line"); final 11!142006 - I EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 16 of 75 L WHEREAS, pursuant to the Harvard Offsite Agreement, Harvard has posted fiscal security for one hundred and ten percent (110%) of its estimated design and construction costs for the Original Harvard WW Line in the form of a letter of credit dated November 9, 2005, issued by Comerica Bank in the amount of $2,090,470.00 (the "Original Letter of Credit"), a copy of which is attached hereto as Exhibit D; J. WHEREAS, the Harvard Offsite Agreement provides that Harvard shall exercise reasonable diligence to complete construction of the Original Harvard WW Line by no later than October 1, 2008 (the "Harvard WW Line Completion Deadline"); K. WHEREAS, in order to accommodate the timing of its development, ABG intends to commence and possibly complete construction of the ABG WW Line prior to the expiration of the Harvard WW Line Completion Deadline; L. WHEREAS, until completion of the Harvard WW Line, ABG will not be able to connect the ABG WW Line to the City's wastewater treatment plant; M. WHEREAS, in order to expedite ABG's connection to the City's wastewater treatment plant, the Parties agree that ABG may elect to design and construct the Harvard WW Line in accordance with the terms of the Harvard Offsite Agreement, as modified hereby; and N. WHEREAS, if ABG designs and constructs the Harvard WW Line, the Parties agree that $1,900,000.00 of any fiscal security posted by Harvard for the wastewater improvements contemplated by this Agreement shall be released to ABG in accordance with the terms and provisions of Section 8 hereof. NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Incorporation of Recitals. The foregoing recitals are incorporated herein by reference as though fully stated in this paragraph. 2. Status of Harvard Offsite Agreement. The City and Harvard hereby represent and warrant to ABG that, as of the Effective Date hereof, (a) the Harvard Offsite Agreement is in full force and effect, (b) there have been no amendments or modifications W the Harvard Offsite Agreement other than those set forth in this Agreement, and (c) the Harvard Offsite Agreement, as modified by this Agreement, the Original Letter of Credit and the New Original Letter of Credit constitutes the entire agreement between the City and Harvard with respect to the subject matter thereof. 3. Replacement of Original Letter of Credit. The City and Harvard hereby represent and warrant to ABG that, as of the Effective Date hereof. (a) the Original Letter of Credit attached hereto as Exhibit D has been replaced and superseded by the New Letter of Credit (herein so called) attached hereto and made a part or as Exhibit E, and (b) the New Letter of Credit is in full force and effect and has not been amended, revoked or replaced. The City and Harvard hereby further represent and warrant to ABG that, notwithstanding Section 21 of the Harvard Offsite Agreement, the New Letter of Credit shall remain in full force and effect and shall not be Fund I 11142006 -2- EXHIBIT i - EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 17 of 75 reduced or otherwise amended, revoked or replaced at any time prior to its full release or draw in accordance with the terms thereof. 4. ABG Obligations. Subject to the terns, provisions and conditions of this Agreement, the Parties agree as follows: 4.1 ABG shall construct the Harvard WW Line on or before the Completion Date (herein so defined) and in that regard shall perform Harvard's obligations under the Harvard Offsite Agreement with respect to the engineering, design and construction of the Harvard WW Line (as such Harvard WW Line may be modified, redesigned, enlarged or expanded pursuant to the ABG Ofl'site Agreement). 4.2 The City shall look initially to ABG for performance under the Harvard Offsite Agreement, provided, however, that Harvard shall not be released from any obligations or liabilities under said Agreement, and the City and Harvard hereby acknowledge and agree that, notwithstanding ABG's agreement to design and construct the Harvard WW Line, ABG is not assuming any of Harvard's obligations or liabilities under the Harvard Offsite Agreement. 4.3 ABG's agreements and obligations hereunder are subject to satisfaction of the following actions by Harvard: 4.3.1 Within seven (7) business days after the Effective Date, Harvard shall provide ABG with a fully executed, recordable Right of Entry document in form and substance reasonably acceptable to ABG (the "Right of Entry"), which Right of Entry shall, in part, authorize ABG and its representatives to access and work on such portions of the Harvard Tract as are reasonably necessary to permit ABG to design and construct the Harvard WW Line in accordance with this Agreement, the Harvard Offsite Agreement and the ABG Offsite Agreement. 4.3.2 Within seven (7) business days after the Effective Date, Harvard shall provide to ABG in both CAD and hard copy format all current design documents including, but not limited to, surveying files, engineering files, design calculations, temporary and permanent easements, field notes, construction easements and access easements. 4.3.3 Within seven (7) business days after the Effective Date, Harvard shall deliver to ABG and the City copies of any and all recorded or unrecorded easements in existence as of that date for the Harvard WW Line over and across any property not owned or controlled by Harvard. 4.3.4 Within seven (7) business days after receiving a written request from ABG, to be accompanied by metes and bounds descriptions and surveys, Harvard shall execute utility easements in a form acceptable to the City, Harvard and ABG for the Harvard WW Line over and across the Harvard property. Final I 1 /142006 -3 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 18 of 75 5. Limited Option of Harvard If ABG does not complete construction of the Harvard WW Line by the Completion Deadline (herein so defined), the City shall provide Harvard a thirty (30) day written option to elect to complete the construction, and shall allow Harvard to complete construction of the IIarvard WW Line, if Harvard submits a schedule to the City demonstrating that the Harvard WW Line can be completed within six (6) months after the Completion Deadline ("Harvard Completion Deadline") and either (i) submits a written bid to the City within such ten (10) day period to complete the Harvard WW Line for an amount which does not exceed the full $2,090,470.00 amount of the New Letter of Credit; or (ii) submits a revised letter of credit in the amount of the estimated cost to complete construction of the Harvard WW Line, If the foregoing conditions are met, Harvard shall have the right to pursue such completion of the Harvard WW Line in a diligent and workmanlike manner and in accordance with all approved plans and specifications, and shall complete construction by the Harvard Completion Deadline. 6. Option of the City 6.1 If Harvard does not elect or fails to meet the requirements set forth in Section 5 above, then the City shall have the right, but not the obligation, to draw on the Letter of Credit referenced in and required by the ABG Offsite Wastewater Agreement ("ABG Letter of Credit") in an amount equal to difference between the cost to complete the Harvard WW Line and the amount of the New Letter of Credit, and if it does so elect to draw on the ABG Letter of Credit, the City shall complete as much of the construction of the Harvard WW Line as can be completed using such letters of credit itself, or engage a third party to complete such construction on behalf of the City. 6.2 Under the circumstances described in Section 6.1, above, the following additional provisions shall apply: 6.2.1 The City shall have no obligation to complete construction of the Harvard WW Line by the Completion Date or the Harvard Completion Date. 6.2 .2 Notwithstanding anything to the contrary hi the I•Iarvard Offsite Agreement or the ABG Offsite Agreement, neither Harvard nor ABG shall receive any impact fee credits or any reimbursements for the Harvard WW Line. 7. Effect of Performance by ABG or Harvard 7.1 If either ABG or Harvard complete the Harvard WW Line in accordance with the terms of this Agreement, then notwithstanding Paragraphs 24-30 of the Harvard Offsite Agreement, Harvard shall be entitled to receive impact fee reimbursements in the amount of $400 for each new wastewater connection in the Eligible Area (as hereinafter r- na i a i.raanao6 • a EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 19 of 75 defined) up to a maximum of $1,900,000.00, as shown on the Reimbursement Schedule set forth on Exhibit F attached hereto and made a part hereof. As used herein, the term "Eligible Area" shall mean the South Fork of the San Gabriel River Basin as more particularly described and/or depicted on Exhibit G attached hereto and made a part hereof. 7.2 If either ABG or Harvard complete the Harvard WW Line in accordance with the terms of this Agreement, then Paragraph 23 of the Harvard Offsite Agreement is hereby revised to provide as follows: Impact Fees 23. Impact Fees associated with development on the Property shall be those newly revised impact fees adopted by the City Council in 2005. 8. Draws on and Payments from Proceeds of the Letters of Credit 8.1 The City shall draw down the entire $2,090,470.00 of the fiscal security evidenced by the New Letter of Credit within ten (10) days after the earlier of (a) October 1, 2008, or (b) completion of the Harvard WW Line and the City's acceptance of the sante. Said $2,090,470.00 shall be held in escrow by the City until such time as it is either released to the Completing Party (herein so defined) or retained by the City, in accordance with the terms and provisions of this Agreement. 8.2 If either ABG or Harvard completes the construction of the Harvard WW Line by the Completion Deadline or the Harvard Completion Deadline, as applicable, then the City shall remit the sums held in escrow pursuant to Paragraph 8.1 of this Agreement not later than fifteen (15) days after the City's completion and acceptance of the Harvard WW Line as follows: (a) the City shall remit $1,900,000.00 to ABG, and remit $190,470.00 to Harvard il' ABG completes the construction of the Harvard WW Line by the Completion Deadline or (b) the City shall remit $2,090,470.00 to Harvard if Harvard completes the construction of the Harvard WW Line by the Harvard Completion Deadline. IF Harvard completes the construction of the Harvard WW Line, then Harvard shall, within ten (10) days after its receipt from the City of the $2,090,470.00, remit a sum to ABG equal to the amount due for work performed by ABG prior to Harvard's exercise of its option under Section 5 of this Agreement. 8.3 If neither Harvard nor ABG completes construction of the Harvard WW Line, then the City shall be entitled to retain all proceeds from the New Letter of Credit and the Letter of Credit referenced in the ABG Offsite Agreement, and shall not be required to reimburse either Harvard or ABG for any partial performance by either of them unless the proceeds of the respective letters of credit are greater than all costs incurred by the City to complete construction of the Harvard Wastewater Line. In such event, any sums remitted to Harvard shall not exceed the value of the New Letter of Credit and any sums remitted to ABG shall not exceed the value of the Letter of Credit referenced in the ABG Offsite Agreement. ram i u ii irznne - > - EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 20 of 75 9. Reporting. ABG shall keep Harvard reasonably informed as to the construction progress of the Harvard WW Line by providing Harvard with quarterly reports outlining ABG's progress. 10. Definitions and Miscellaneous. 10.1 "Completion Deadline" shall mean October 1, 2008, except that such Completion Deadline shall be automatically extended to a date not later than December 31, 2008 if completion of the Harvard WW Line is being diligently pursued and work is proceeding in a workmanlike manner and in accordance with all plans and specifications, but is delayed due to a Force Majeure Event or Condition. 10.2 "Completing Party" shall mean the party that finally completes or causes the final completion and acceptance by the City of the Harvard WW Line. 10.3 "Force Majeure Event or Condition" shall mean the existence or occurrence of any of the following: Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), governmental restrictions (including the denial of any permits), the failure to timely obtain all necessary easements required for the construction of the Harvard WW Line (whether by eminent domain or otherwise), war, government sanction, or any other cause beyond the reasonable control of the Completing Party and occurring without its fault or negligence. 10.4 "Effective Date" of this Agreement shall be deemed the date signed by the last party hereto. 10.5 Effect of this Agreement on the Preliminary Plat for the Shadow Canyon Subdivision. Nothing in this Agreement shall operate to extend the Preliminary Plat for the Shadow Canyon Subdivision approved by the City Council on December 14, 2004. Such Preliminary Plat may be extended only in accordance with the provisions of the City's Unified Development Code. 10.6 Recording, The parties agree that this Agreement shall be recorded in the Real Property Records of Williamson County, Texas at the expense of ABG. 10.7 Counterparts. The Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties further agree that the Agreement may be transmitted between them by facsimile machine. The parties intend that faxed signatures constitute original signatures, and that a faxed copy of the Agreement containing the signatures (original or faxed) of all the parties is binding upon the parties. 10.8 Controlling Agreement. The Parties acknowledge and agree that the provisions of this Agreement control over any conflicting provisions set forth in the Harvard Offsite Agreement and in the ABG Offsite Agreement. [Signature Pages to Follow] Final i i naauav -6- EXHIBIT 6 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 21 of 75 EXECUTED by the parties on the dates indicated below. CITY OF GEORGETOWN, TEXAS SAN GABRIEL HARVARD LP, an Arizona limited partnership By: 31�0`8, its General Partner ply: ljwvrrJ - ny�}rrw�.li, L�e, q Nrirad4 cr�P% %S) N1ggagW By: Cl Nam r' S Title: vie ferLOW& Date: to-)-olo ABG DEVELOPMENT, LTD. a Texas limited partnership By: GALO, INC., a Texas corporation, its General Partner By: - 4a � Name:.A . 9ti<r o Fa Gva c -o Title: V (Le s %at N T Date: i% -r7 -v(. Final 11./14/1006 -7 - EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 22 of 75 � � - t .-�.-._. •YCIi WN Lm - NOTES • I. BOUNDARY INFORWAMON PP.GVIDP BY LEGEND ? • l CASTL:5ERRY 5 F,-=--}1NG DATED MARCH 2.006 � 5Z 8aUN0 �4Y „i;. ! ,• ANO BURY + PARTNERS 0AED AUGUST 2006. PHASE A SCI. CH?5 E E SN-N t� fHdSE [7 S'vLTh a, PHASE C? SCL7- VxNwry MAP h$lL y- Partners ABG SUBDIVISION ::I e1 n 1F 1., 11 _:: t,;".:.: ABG SUBDIVISION rW? No cafes 9W, :aiti :,! WASTEWATER LINE Snsllay Tcsas 7'2718 r.L [-tzts-wu ru rs.zt^a.u,... ABG DEVELOPMENT Bu-?•Pq+ttnez lac ccop?npt 9AA �Am 70J7/OE ISCALE. . Y.'i4. C'_?. e,'A1' $Y:_':.1 (_F4't G:].SW.,g3 XH1L_L'„184M- M.,5 31,_ PPCSE.i iii: 1440 Cl h$lL y- Partners ABG SUBDIVISION ::I e1 n 1F 1., 11 _:: t,;".:.: ABG SUBDIVISION rW? No cafes 9W, :aiti :,! WASTEWATER LINE Snsllay Tcsas 7'2718 r.L [-tzts-wu ru rs.zt^a.u,... ABG DEVELOPMENT Bu-?•Pq+ttnez lac ccop?npt 9AA �Am 70J7/OE ISCALE. . Y.'i4. C'_?. e,'A1' $Y:_':.1 (_F4't G:].SW.,g3 XH1L_L'„184M- M.,5 31,_ PPCSE.i iii: 1440 Cl Exhibit B Simon, Harvard. ABG and Watson Tract Descriptions [See attached Final 11,114/2006 -9- EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 24 of 75 ,% 1707.749 ACRES ABG DEVELOPMENT SAN GABRIEL TRACT Exhibit $ DESCRIPTION FN. NO. 06-560(MAZ) OCTOBER 04, 2006 BPI JOB NO. 1640-05.92 OF 1707.749 ACRES OF LAND OUT OF THE J_ THOMPSON SURVEY, ABSTRACT NO. 608; I. & G. N. R.R. SURVEY, ABSTRACT NO. 744; KEY WEST IRRIGATION SURVEY, ABSTRACT NO. 711; J.T. CHURCH SURVEY, ABSTRACT NO. 140; J.D. JOHNS SURVEY, ABSTRACT NO. 365; W.E. PATE SURVEY, ABSTRACT NO. 836; D. MEDLOCK SURVEY, ABSTRACT NO. 839; R. MILBY SURVEY, ABSTRACT NO. 459; J. BERRY SURVEY, ABSTRACT NO. 98; A.H. PORTER SURVEY, ABSTRACT NO. 490, AND ISSAC DONAGAN SURVEY, ABSTRACT NO. 178, SITUAUTED IN WILLIAMSON COUNTY, TEXAS; BEING COMPRISED OF THE FOLLOWING TRACTS OF LAND: ALL OF THAT CERTAIN 51.56 ACRE TRACT DESCRIBED IN THE DEED TO CHARLES GRADY BARTON OF RECORD IN VOLUME 1976, PAGE 703, OFFICIAL RECORDS OF WILLIAMSON COUNTY, ALL OF THAT CERTAIN 168.32. ACRE TRACT DESCRIBED IN THE DEED TO CHARLIE A. BARTON AND WIFE, OLLIE A. BARTON, OF RECORD IN VOLUME 470, PAGE 303, OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS; ALL OF THAT CERTAIN 100 ACRE'TRACT DESCRIBED IN THE DEED TO CHARLES GRADY BARTON, OF RECORD IN VOLUME 899, PAGE 791, OF SAID DEED RECORDS; ALL OF THAT CERTAIN 82.26 ACRE TRACT DSECRIBED IN THE DEED TO CHARLES A. BARTON AND WIFE, OLLIE BARTON, OF RECORD IN VOLUME 517, PAGE 193, OF SAID DEED RECORDS; A PORTION OF THAT CERTAIN 93.60 ACRE TRACT "B" AND ALL OF THAT CERTAIN 195.2 ACRE TRACT "C" DESCRIBED IN THE PARTITION AND EXCHANGE DEED OF RECORD IN DOUMENT NO. 2005043418, OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; A PORTION OF THAT CERTAIN 1150.3442 ACRE TRACT DESCRIBED IN THE DEED TO THOMAS E. DRIESS, TRUSTEE, OF RECORD IN DOCUMENT NO. 2000063285, OF SAID OFFICIAL PUBLIC RECORDS; AND ALL OF THAT CERTAIN 324.57 ACRE TRACT DESCRIBED IN THE DEED TO ALTON AND SHIRLEY WATSON, OF RECORD IN DOCUMENT NO. 9910007, OF SAID OFFICIAL RECORDS; SAID 1707.749 ACRES BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING, at a 1/2 inch iron rod with cap set on the curving northerly right-of-way line of F.M. Highway 2243 (80' R.O.W.), for the southeasterly corner of said 51.56 acre tract and the southwesterly corner of that certain 416.78 acre tract described in the deed to Texas Crushed Stone, of record in Volume 740, Page 530, of said Deed Records, for the southeasterly corner hereof; THENCE, along said northerly right-of-way line of F.M. 2243, being in part the southerly line of said 51.56 acre tract, in part the southerly line of said 195.2 acre tract; and in part the southerly line of said 93.60 acre tract, for a portion of the southerly line hereof, the following six (6) courses and distances: 1) Along a curve to the left, having a radius of 2904.79 feet, a central angle of 04033113", an arc length of 230.86 feet, and a chord which bears S71018'27"W, a distance of 230.80 feet to a TXDOT concrete right-of-way monument found for the end of said curve; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 25 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 2 OF 13 2) S6900115011W, a distance of 1952.31 feet to a TXDOT concrete right-of-way monument found for the point of curvature of a curve to the right, being at or near F.M. 2243 Station 343+85.77, 40' left; 3) Along said curve to the right, having a radius of 2824.79 feet, a central angle of 17014100", an arc length of 849.64 feet, and a chord which bears S77038150"W, a distance of 846.44 feet to a TXDOT concrete right-of-way monument found for the end of said. curve, at or near F.M. 2243 Station 335+24.10, 40' left; 4) S86015'50"W, passing at a distance of 237.23 feet a cotton spindle found for the southerly common corner of said 195.2 acre tract and said 93.60 acre "Tract B", continuing for a total distance of 563.49 feet to a 1/2 inch iron rod with cap set for the point of curvature of a curve to the left, at or near F.M. 2243 Station 329+60.61, 40' left; 5) Along said curve to the left having a radius of 1949.86 feet, a central angle of 16031'300, an arc length of 562.37 feet, a chord which bears S78000.05"W, a distance of 560.42 feet to a 1/2 inch iron rod with cap set for the end of said curve, at or near E.M. 2243 Station 315+46.60, from which a TXDOT concrete monument found bears N86057'16"E, a distance of 1.21 feet; 6) S69044120"W, a distance of 71.58 feet to 1/2 inch iron rod with cap found for a reentrant corner hereof, from which a 1/2 inch iron rod set for the southeasterly corner of a called 93.60 acre tract described as "Tract A", having been conveyed to Arthur Winston Faubion, an undivided 61.5; and Gordon Winston Faubion, an undivided 38.5%; by the Partition and Exchange Deed of record in said Document No. 2005043418 and being the southwesterly corner of said 93.60 acre "Tract B" bears S69044120"W, a distance of 375.09 feet and from which 1/2 inch iron rod set, a 1/2 inch iron rod found bears S10942'53"E, a distance of 0.61 feet, and also from which 1/2 inch iron rod set, a TXDOT concrete right-of-way monument found on said northerly right-of- way line, at or near Station 305+56.60, 40' left bears S73012154"W, a distance of 1397.29 feet (direct survey tie); THENCE, N10042.5311W, leaving the northerly right-of-way line of said F.M. 2243, severing said 93.60 acre "Tract B", a distance of 2663.31 feet to a 1/2 inch iron rod with cap set in the northerly line of 93.60 acre "Tract B", being the southerly line of said 100 acre tract, for an interior ell corner hereof; THENCE, in part along the northerly line of said 93.60 acre "Tract B" and in part the northerly line of said 93.60 acre "Tract All, being the southerly line of said 100 acre tract, as found fenced and used on the ground, for a portion of the southerly line i hereof, the following five (5) courses and distances; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 26 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 3 OF 13 ,a 1) 56901413B"W, a distance of 375.65 feet to a 1/2 inch iron rod J with cap found; 2) 569012150"W, a distance of 185.31 feet to a nail found in a 14" Elm; 3) 569016108"W, a distance of 386.65 feet to a 1/2 inch iron rod with cap found; 4) 569043116"W, a distance of 277.23 feet to a 1/2 inch iron rod with cap found; 5) 569032'42"W, a distance of 957.58 feet to a 1/2 inch iron rod with cap found, for the common occupied westerly corner of said 93.60 acre "Tract A" and said 100 acre tract, being in the easterly line of said 1150.3442 acre tract, for an interior ell corner hereof; THENCE, with the westerly line said 93.60 acre "Tract A" and the easterly line of said 1150.3442 acre tract, generally along a fence, for a portion of the southerly line hereof, the following three courses and distances: 1) S21020'32"E, a distance of 854.10 feet to a 1/2 inch iron rod with cap found; 2) 5200561590E, a distance of 931.00 feet to a 1/2 inch iron rod with cap found; 3) 520044' 17"E, passing at a distance of 754.61 feet a 1/2 inch iron rod with cap found, continuing for a total distance of 756.00 feet to a 1/2 inch iron rod with cap set on said northerly right-of-way line of F.M. 2243, for the common southerly corner of said 93.60 acre "Tract A" and said 1150.3442 acre tract; THENCE, along said northerly right-of-way line of F.M. 2243, being the southerly line of said 1150.3442 acre tract, for a portion of the southerly line hereof, the following four (4) courses and distances; 1) Along a curve to the right, having a radius of 5689.58 feet, a central angle of 000381260, an arc length of 63.62 feet, and a chord which bears 579019.07"W, a distance of 63.61 feet to a broken TXDOT concrete right-of-way monument found for the end of said curve; 2) 579038120"W, a distance of 3074.60 feet to a TXDOT concrete right-of-way monument found for the point of curvature of a curve to the right; 3) Along said curve to the right, having a radius of 2824.79 feet, a central angle of 0703413011, an arc length of 373.46 feet, and a chord which bears 583025135"W, a distance of - 373.19 feet to a TXDOT concrete right-of-way monument found for the end of said curve; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 27 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 4 OF 13 4) S87011123"W, a distance of 240.59 feet to a 1/2 inch iron rod with cap set for the southerly end of a future division line by others, for the southwesterly corner hereof, from which a 1/2 inch iron rod found for the southeasterly corner of the Planned Unit Development of Escalera Ranch Section One, a subdivision of record in Cabinet R, Slides 310-315 of the Plat Records of Williamson County, Texas, bears S87011'23"W, a distance of 624.55 feet; THENCE, over and across said 1150.3442 acre tract, along said division line by others, for a portion of the westerly line hereof, the following sixteen (16) courses and distances: 1) N02049108"W, a distance of 508.22 feet to a 1/2 inch iron rod with cap found for an angle point; 2) N78045122"W, a distance of 814.71 feet to a 1/2 inch iron rod with cap found for an angle point; 3) N010381020E, a distance of 585.33 feet to a 1/2 inch iron rod with cap found for an angle paint; 4) N55020117"E, a distance of 1650.54 feet to a 1/2 inch iron rod with cap found for an angle point; 5) N80020105"E, a distance of 422.54 feet to a 1/2 inch iron rod with cap found for an angle point; ., 6) N23041111"W, a distance of 279.38 feet to a 1/2 inch iron rod with cap found for a point of curvature of a curve to the left; 7) Along said curve to the left, having a radius of 25.11 feet, a central angle of 72013145", an arc length of 31.65 feet, and a chord which bears N63°2815011W, a distance of 29.60 feet to a 1/2 inch iron rod with cap found for the end of said curve; 8) N09039151"W, a distance of 50.00 feet to a 1/2 inch iron rod with cap found for an angle point; 9) N80020'050E, a distance of 155.74 feet to a 1/2 inch iron rod with cap found for an angle point; 10) N21006150"W, a distance of 186.45 feet to a 1/2 inch iron rod with cap found for an angle point; 11) N30029'37"W, a distance of 233.35 feet to a 1/2 inch iron rod with cap found for an angle point; 12) N23041111"W, a distance of 528.84 feet to a 1/2 inch iron rod with cap found for an angle point; 13) 566044124"W, a distance of 125.00 feet to a 1/2 inch iron rod with cap found for an angle point; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 28 of 75 FN 06-560(MA2) October 04, 2006 PAGE 5 OF 13 14) N23041111"W, a distance of 409.01 feet to a 1/2 inch iron rod with cap found for an angle point; 15) N68045'39"E, a distance of 108.54 feet to a 1/2 inch iron rod with cap found for an angle point; 16) N21014121"W, a distance of 714.47 feet to a 1/2 inch iron rod found in the southerly line of that certain 433 acre tract described in the deed to Anne Vinther Patience, of record in Volume 989, Page 665, of said Official Records, the same being in the northerly line of said 1150.3442 acre tract, for an angle point hereof, from which the a 1/2 inch iron rod found for an angle point in the common line of said 433 acre tract and said 1150.3442 acre tract bears S14011.42"W, a distance of 175.59 feet; THENCE, along the northerly line of said 1150.3442 tract, being the easterly line of said 433 acre tract, for a portion of the westerly line hereof, the following two (2) courses and distances: 1) N14011142"E, a distance of 2227.05 feet to a nail with washer found; 3) 921019113"W, passing at a distance of 2535.10' feet a nail found on a high bluff, continuing for a total distance of 2866.36 feet to a point in the approximate center of the South San Gabriel River, for the northwesterly corner of said 1150.3442 acre tract and hereof, the same being in the southerly line of that certain tract described in the deed to Barbara L. Supak, et al, of record in Document No. 2003013865, of said Official Public Records; THENCE, along the centerline meanders of the South San Gabriel River, the same being the northerly line of said 1150.3442 acre tract, and in part the southerly line of said Supak tract, in part the southerly line of that certain 35.802 acre tract described in the deed to Mark Lo Maglio and Susan Lo Maglio, of record in Document No. 2000050670 of said Official public records, in part the southerly line of that certain 68.096 acre tract described in the deed to Yomac, Ltd., of record in Volume 2322, Page 474 of said Official Records, in part the southerly line of that certain "Second Tract" described in the deed to Glenna M. Cole, et al, of record in Volume 586, Page 862, of said Deed Records, in part the southerly line of that certain 104.195 acre tract described in the deed to Dennis L. Chapman, and wife Karol G. Chapman, of record in Document No. 2001030778, of said Official Public records, in part the southerly line of that certain 73.74 acre tract described in the deed to Dennis L. -Chapman, and wife Karol G. Chapman, of record in Document No. 9545414 of said Official Records, and in part the southerly line of that certain 150 acre "First Tract" described in Volume 421, Page 546, of said Deed Records, and referenced in the deed to peter M. Lowery, of record in Document No. 9609157, of said Official Records, for a portion of the northerly line hereof, the following thirty-seven (37) courses and distances: 1) N19052'47"E, a distance of 44.79 feet to a point; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 29 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 6 OF 13 l 2) N18059'27"E, a distance of 149.46 feet to a point; 3) N27045135"E, a distance of 120.90 feet to a point; 4) N100181410L', a distance of 55.15 feet to a point; 5) N1903814911E, a distance of 61.60 feet to a point; 6) N14050108"E, a distance of 59.29 feet to a point; 7) N13034'41"E, a distance of 104.69 feet to a point; 8) N05035133"E, a distance of. 87.67 feet to a point; 9) N16012'4411E, a distance of.105.84 feet to a point; 10) N16039150"E, a distance of 118.15 feet to a point; 11) N27011'2311E, a distance of 76.93 feet to a point; 12) N40030'06"E, a distance of 99.90 feet to a point; 13) N37043'23"E, a distance of 200.24 feet to a point; 14) N50051158"E, a distance of 110.27 feet to a point; 15) N58636'23"E, a distance of 53.55 feet to a point; 16) N70031142"E, a distance of 133.81 feet to a point; 17) N75007.'51"E, a distance of 1.17.96 feet to a point; 18) S71029'17"E, a distance of 58.88 feet to a point; 19) S56017'44"E, a distance of 187.76 feet to a point; 20) S59024'02"E, a distance of 109.70 feet- to a point; 21) S33015126"E, a distance of 43.05 feet to a point; 22) S2307.3107"E, a distance of 277.82 feet to a point; 23) SO4004'09"E, a distance of 21.65 feet to a point; 24) S02037108"W, a distance of 124.23 feet to a point; 25) S10041150"E, a distance of 113.56 feet to a point; 26) S23048'55"E, a distance of 247.16 feet to a point; 27) S40a56132"E, a distance of 309.36 feet to a point; 28) S43016'00"E, a distance of 353.46 feet to a point; 29) S66°22'31"E, a distance of 122.80 feet to a point; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 30 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 7 OF 13 30) S490'15'31"E, a distance of 245.89 feet to a point; 31) S59050130"E, a distance of 213.39 feet to a point; 32) S61035'1411E, a distance of 429.45 feet to a point; 33) S81010102"E, a distance of 171.57 feet to a point; 34) N77052113"E, a distance of 332.33 feet to a point; 35) N81000'57"E, a distance of 362.09 feet to a point; 36) N74039137"E, a distance of 256.96 feet to a point; 37) N68047'25"E, passing at a distance of 107.15 feet the westerly most northwest corner of said 324.57 acre tract and northeasterly corner of. said 1150.3442 acre tract, continuing along .the northerly line of the lower portion said 324.57 acre tract for a total distance of 126.74 feet to point; THENCE, continuing along the centerline meanders of the South San Gabriel River, the same being the southerly line of said Lowery "First Tract:" and a portion of the northerly line of said 324.57 acre tract South of the river, for a portion of the northerly line hereof, the following twenty (20) courses and distances: 1) N42000128"E, a distance of 92.06 feet to a point•; 2) N08043154"E, a distance of 114.17 feet to a point; 3) N45051'07"E, a distance of 247.22 feet to a point; 4) N44032'33"E, a distance of 305.45 feet• to a point; 5) N52023'46"E, a distance of 165.22 feet to a point; 6) N47009'36"E, a distance of 54.90 feet to a point; 7) N74059'42"E, a distance of 168.54 feet to a point; 8) N6S024'01"E, a distance of 243.76 feet to a point; 9) N70045101"E, a distance of 249.36 feet to a point; 10) N64039'25"E, a distance of 207.59 feet to a point; 11) N67044'380E, a distance of 376.93 feet to a point; 12) N54059'45"E, a distance of 336.05 feet to a point; 13) N81017'52"E, a distance of 77.51 feet to a point; 14) 582021120"E, a distance of: 124.53 feet to a point; 15) 571030'39"E, a distance of 95.03 feet to a point; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 31 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 8 OF 13 16) S50013'17"E, a distance of 123.29 feet to a point; 17) 512°05'01"E, a distance of 68.37 feet to a point; 18) 562036'10"E, a distance of 68.70 feet to a point; 19) S74053'24"E, a distance of 83.25 feet to a point; 20) S61046'56"E, a distance of 120.69 feet to a point for the southeasterly corner of said Lowery "First Tract and the southwesterly corner of the upper portion of said 324.57 acre tract"; THENCE, leaving said South San Gabriel River along the easterly line of said Lowery "First 'Tract" and the upper westerly line of said Watson 324.57 acre tract, for a portion of the northerly line hereof, the following four (4) courses and distances; 1) N06016152"W, passing at a distance of 147.09 feet a 1/2 inch iron rod with cap Eound south of a fence corner on the high north bank, then continuing generally along the fence for a total distance of 399.04 feet to a 1/2 iron rod found for an angle point; 2) N16013'12"W, a distance of 656.71 feet to a 1/2 inch iron rod with cap found in the fence line; 3) N16022104"W, a distance of 1276.31 feet to a 1/2 inch iron rod with cap found by a fence corner post; 4) S75051'25"W, a distance of 8.20 feet to a 1/2 inch iron rod with cap found at the south side of a fence corner post, being the southeasterly corner of that certain "Second Tract" described in said Volume 421, Page 546 and referenced in said Document No. 9809157; THENCE, N22047'48"W, along the easterly line of said "Second Tract-" and upper westerly line of said 324.57 acre tract, a distance of 162.35 feet to a 1/2 inch iron rod found at the base of a fence post, for the southwesterly corner of that certain 1.0 acre tract described in the deed to Serena Marshall, of record in Volume 1022, Page 947, of said Official Records; THENCE, continuing along the upper westerly line of said 324.57 acre tract and the southerly and easterly fenced lines of said 1.0 acre tract, the following three (3) courses and distances: 1) N66058'15"E, a distance of 156.15 feet to a 1/2 inch iron rod with cap found for the southeasterly corner of said 1.0 acre tract; 2) N40004'03"W, a distance of 225.44 feet to a 1/2 inch iron rod found; EXHIBITI) WASTEWATER SERVICES AGREEMENT Page 32 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 9 OF 13 3) N17001129"W, a distance of 166.80 feet to a 1/2 inch iron rod with cap found for the northeasterly corner of said 1.0 acre tract, the same being in the southerly line of that certain 3.65 acre tract described in the deed to Gary Wayne Carpenter and wife, Pamela Marie Carpenter, of record in Volume 641, Page 662, of said Deed Records, for the northwesterly corner of said 324.57 acre tract and hereof; THENCE, along the fenced northerly line of said 324.57 acre tract and the southerly line of said 3.65 acre tract, for a portion of the northerly line hereof, the following three (3) courses and distances: 1) N7301112411E, a distance of 120.22 feet to a 1/2 inch iron rod found for an angle point,- 2) oint;2) S39054151"E, a distance of 138.55 feet to a 1/2 inch iron rod found for an angle point; 3) S72025116"E, a distance of 16.36 feet to a 1/2 inch iron rod found for the southerly common corner of said 3.65 acre tract and that certain 3.61 acre tract described in the deed to William Homeyer and wife, Diane Homeyer, of record in Volume 641, Page 660, of said Deed records; THENCE, S740051440E, continuing along the fenced northerly line of said 324.57 acre tract, being the southerly line of said 3.61 acre tract, a distance of 233.21 feet to a 1/2 inch iron rod found for the southerly common corner of said 3.61 acre tract and that certain 3.65 acre tract described in the deed to Mission Investment, of record in Document No. 2005041752, of said Official Public Records; THENCE, continuing along the fenced northerly line of said 324.57 acre tract, being the southerly and easterly lines of said 3.65 acre Mission Investment tract, the following two (2) courses and distances: 1) -SB9025107"E, a distance of 226.37 feet to a 1/2 inch iron rod found for the southeasterly corner of said 3.65 acre Mission Investment tract; 2) N0105410911E, a distance of 580.44 feet to a 1/2 inch iron rod found for the northeasterly corner of said 3.65 acre Mission Investment tract, being in the southerly right-of-way line of State Highway 29 (100' R.O.W.); THENCE, S86051122"E, along said southerly right-of-way line of State Highway 29, being a portion of the northerly line of said 324.57 acre tract and hereof, a distance of 1250.08 feet to a 1/2 inch iron rod found for the common northerly corner of said 324.57 acre tract and that certain 10.08 acre tract described in the deed to Donald Neal Fletcher, of record in Document No. 2004038988 of said Official Public Records, for the northeasterly corner hereof; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 33 of 75 FN 06-560(NAZ) October 04, 2006 PAGE 10 OF 13 THENCE, leaving said southerly right-of-way line of State Highway 29along the fenced easterly line of .said 324.57 acre tract; being the westerly and southerly lines of said 10.08 acre tract, the following two (2) courses and distances: 1) S21007139"E, a distance of 1046.26 feet to a 1/2 inch iron rod found at the base of a fence corner post, for the southwesterly corner of said 10.08 acre tract; 2) S88034142"E, a distance of 699.50 feet to a 1/2 inch iron rod found for the southerly common corner of said 10.08 acre tract and that certain 9.5 acre tract described in the deed to Donald N. Fletcher, of record in Volume 559, Page 162, of said Deed Records; THBNCE, 588025114"E, continuing along the fenced easterly line of said 324.57 acre tract, being southerly line of said 9.5 acre tract a distance of 177.79 feet to a 1/2 inch iron rod found for southeasterly corner of said 9.5 acre tract, being in the fenced westerly line of that certain 22.5562 acre tract described in the deed to William Charles Bagwell and wife, Patricia C. Bagwell, of record in Volume 2232, Page 578, of said Official Records; THENCE, continuing along the fenced easterly line of said 324.57 acre tract, being in part the westerly line of said 22.5562 acre Bagwell tract and in part the westerly line of that certain 32.61 acre tract described in the deed to William Charles Bagwell and wife, Patricia C. Bagwell, of record in Volume 2438, page 499, of said official Records, the following twelve (12) courses and distances; 1) S07005131"E, a distance of 396.88 feet to a 1/2 inch iron rod found; 2) S0700015911E, a distance of 140.08 feet to a 1/2 inch iron rod found for the common westerly corner of said Bagwell tracts; 3) S06058142"E, a distance of 347.80 feet to a 1/2 inch iron rod found; 4) S070081330E, a distance of 120.67 feet to a 1/2 inch iron rod found; 5) S07052'32"E, a distance of 201.58 feet to a 1/2 inch iron rod found; 6) S07052124"E, a distance of 161.62 feet to a 1/2 inch iron rod found; 7) S07022137"E, a distance of 172.62 feet to a 1/2 inch iron rod found; 8) S08003'47"E, a distance of 149.47 feet to a 1/2 inch iron rod found; 9) S08015127"E, a distance of 319.11 feet to a 1/2 inch iron rod found; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 34 of 75 CN 06-560(MAZ) October 04, 2006 PAGE 11 OF 13 10) s09050124"E, a distance of 216.94 feet to a 1/2 inch iron rod found; 11) S08050'3311E, a distance of 209.44 feet to a 1/2 inch iron rod found; 12) S00025'18"E, passing at a distance of 158.98 feet an auto axle found on the North Bank of the South San Gabriel River, continuing for a total distance of 188.62 feet to a point in the approximate center of the river, the same being in the northerly line of that certain 190.40 acre tract described in the deed to Texas Crushed Stone, of record in volume 743, Page 47, of said Deed Records; THENCE, along the centerline meanders of the South San Gabriel River, the same being a portion of the northerly line of said 190.40 acre tract, and a portion of the southerly line of the upper portion of said 324.57 acre tract, for a portion of the easterly line hereof, the following eight (8) courses and distances: 1) S87044131"W, a distance of 362.99 feet to a point; 2) N78002'28"W, a distance of 85.59 feet to a point; 3) S80019111"W, a distance of 148.88 feet to a point; 4) S65008113"W, a distance of 207.18 feet to a point; 5) N66016104"W, a distance of 40.94 feet to a point; 6) N88038'02"W, a distance of 149.71 feet to a point; 7) N89051'11"W, a distance of 391.55 feet to a point; 8) N79008'1611W, a distance of 180.06 feet to a point for the northwesterly corner of said 190.40 acre tract and northeasterly corner of the lower portion of said 324.57 acre tract; THENCE, SOI -52'14-E, leaving the South San Gabriel River along the easterly line of the lower portion of said 324.57 acre tract, being a portion of the westerly line of said 190.40 acre tract, for a portion of the easterly line hereof, passing at a distance of 57.75 feet a 1/2 inch iron rod found on the bank, continuing with a fence for a total distance of 1026.82 feet to a 1/2 inch iron rod with cap found at a fence corner post, for the southerly most southeasterly corner of said 324.57 acre tract and being the northeasterly corner of said Barton 168.32 acre tract; THENCE, continuing along the fenced westerly line of said 190.40 acre tract, being the easterly line of said 168.20 acre tract, for a portion of the easterly line hereof the following seven (7) courses and distances: EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 35 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 12 OF 13 1) S01010135"E, a distance of 167.70 feet to a 1/2 inch iron rod with cap set in the fence; 2) S00003'35"W, a distance of 341.80 feet to a 1/2 inch iron 7) S02030'15"E, a distance of 1139.73 feet to a 1/2 inch iron rod with cap set for the common southerly corner of said 190.40 acre tract and said 168.2.0 acre tract, being in the northerly line of said Barton 51.56 acre tract; THENCE, along a portion of the easterly line of said 51.56 acre tract, being a portion of the southerly line of said 190.400 acre tract, the following two (2) courses and distances: 1) N68013'42"E, a distance of 24.64 feet to a 1/2 inch iron rod found for an angle point; 2) pipe found for an angle point; rod 3) SO4036144"E, a distance of 15.67 feet to a 1/2 inch iron rod THENCE, along a portion of the easterly line of said 51.56 found for an angle point; acre tract, the following six (6) courses and distances: 4) S0603011211E, a distance of 343.71 feet to a 1/2 inch iron with cap set for an angle point; rod with cap set in the fence; S75059116"E, a distance of 18.18 feet to a 1/2 inch iron rod 5) S0104510711E, a distance of 480.85 feet to a 1/2 inch iron inch rod with cap set in the fence; 4) 6) S0294813911E, a distance of 258.38 feet to a 1/2 inch iron rod S20627116"E, a distance of 1474.86 feet to a 5/8 inch found at a 30" Live oak; found; 7) S02030'15"E, a distance of 1139.73 feet to a 1/2 inch iron rod with cap set for the common southerly corner of said 190.40 acre tract and said 168.2.0 acre tract, being in the northerly line of said Barton 51.56 acre tract; THENCE, along a portion of the easterly line of said 51.56 acre tract, being a portion of the southerly line of said 190.400 acre tract, the following two (2) courses and distances: 1) N68013'42"E, a distance of 24.64 feet to a 1/2 inch iron rod found for an angle point; 2) S77008'48"E, a distance of 149.30 feet to a 1/2 inch iron rod found for an angle point and being the northwesterly corner of said 416.78 acre tract; THENCE, along a portion of the easterly line of said 51.56 acre tract, being a portion of the westerly line of said 416.78 acre tract, the following six (6) courses and distances: 1) S50057'17"E, a distance of 309.01 feet to a 1/2 inch iron rod with cap set for an angle point; 2) S75059116"E, a distance of 18.18 feet to a 1/2 inch iron rod with cap set for a deed angle point; 3) 520016'37"E, a distance of 470.49 feet to a to a 1/2 inch iron rod with cap set in the fence line; 4) 820056'44"E, a distance of 791.52 feet to a 60D nail found in the south side of a 15" Live Oak in the fence line; 5) S20627116"E, a distance of 1474.86 feet to a 5/8 inch iron found; EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 36 of 75 FN 06-560(MAZ) October 04, 2006 PAGE 13 OF 13 6) S200401130B, a distance of 707.22 feet to the POINT OF BEGINNING, containing an area of 1707.749 acres of land, more or less, within these metes and bounds. BEARING BASIS: THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS COORDINATE SYSTEM, NAD83(96) CENTRAL ZONE,, ESTABLISHED BY NGS OPUS SOLUTION USING CORS STATIONS DF5370, AF9638-, DE5999, DF4062, & DE5999. I, MARK A. ZIENTEK, A REGISTERED PROFESSION" LAND SURVEYOR, DO H REBY STATE THAT THIS DESCRIPTION IS BASED UPON A SURVEY MADE ON THE GROUND BY BURY+PARTNERS, INC., DURING THE MONTHS OF APRIL - JULY, 2006. THIS DESCRIPTION WAS PREPARED TO ACCOMPANY A PRELIMINARY MASTER PLAN. BURY & PARTNERS, INC. ENGINEERING -SOLUTIONS 3345 BEE CAVE ROAD, SUITE 200 AUSTIN, TEXAS 78746 MARK A. ZIENTEK, R.P.L.S. NO. 5683 STATE:OFTEXAS EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 37 of 75 Exhibit C Harvard Offsite Agreement [See attached] Finil I L/14/200e - i o - EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 39 of 75 STATE OF'T'EXAS § _ OFFSITE UTILITY CONSTRUCTION § COST REIMBURSEMENT COUNTY OF WILLIAMSON § AGREEMENT FOR SIIADOW CANYON I t 1. The parties to this Offsite Utility Construction Cost Reimbursement Agreement for Shadow Canyon (the "Agreemeut') are the CITY OF GEORGETOWN, a Texas Home Rule Municipal Corporation (the 'City ); and San Gabriel Harvard, L.P., an Arizona limited partnership ("Developer'). Recitals 2_ WHEREAS, the Developer is the owner of the property consisting of approximately 306 acres (+/-) for which the City Council approved a Preliminary Plat for the project to be known as Shadow Canyon (the "Property') on December 14, 2004, a copy of which preliminary plat is attached hereto as F.x/dbit A'; and 3. WHERLAS, the City's Unified Development Code ("Code") requires that the Developer extend wastewater lines that satisfy the current Wastewater Master Plan and the needs for the Property at Developer's expense; and I 4. WHEREAS, Section 13.09.030(C)(1) of the Code also provides that: "Me City may, az its sole discretion, participate with the sub -divider in the cost of oversized facilities based upon, but not limited to the following factors: (1) the approved utility budget for the current year, (2) the ability of the specific utility to fund any future costs, (3) the degree to which the project conforms to and accomplishes the utility 5 -year CIP priorities (4) the degree to which the project accomplishes the utility Master Plan, and (5) the impact to system operations;" and S. WHEREAS, Section 13.09,030(D) of die Code also states, "When the sub -divider constructs line extensions included in the ten-year Impact Fee CIP, the subdivider may be eligible for an Impact Fee Credit on the fee assessmunt for each lot in the planned development. Impact Fee Credit shall be calculate based upon the number and size of service connections and the allocation of costs in the most recent Impact Fee Calculation;" and 6. WHEREAS, a 12" wastewater line is necessary to serve the Property, and the City's current Wastewater Master Plan requires the installation of a 21" wastewater gravity collection main from 111-35 to the Property and beyond (the "South San Gabriel i Interceptor"); and 7_ WHEREAS, the portion of the South San Gabriel Interceptor from its inception at the Lift Station west of Ili -35 to the westernmost edge of the property being developed as the Wolf Ranch shopping center is currently under construction pursuant to the terms of that certain Development Agreement between the City and Forestville Associates; and I _ ...y Oftsitc Utility Construction Cost Reimbursement Agreement I Shadow Canyon Pago t of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 40 of 75 9. WHEREAS, the City's current 10 -year Impact Fee CTP provides for the extension of the South San Gabriel Interceptor to the Property some time after 2010, but the City staff is currently in the process of updating the Impact Fee CIP and anticipates that the extension will be included in the new 10 -year Impact Fee CIP and Impact Fee amount that is expected to be presented to the City Council in time for possible adoption by October 1, 2005; and 9. WHEREAS, Developer has agreed to construct the extension of the 21" South San Gabriel Interceptor beginning at the westernmost edge of the Wolf Ranch shopping mall property and ending at the westernmost edge of the Property (such cxtcosion being hereinafter referred to as the "Offsite Wastewater Improvement') to service the needs of the development on the Property as well as the surrounding area and to finance the design and construction of such improvement in accordance with this Agreement; and 10. WHEREAS, in order to obtain approval for City wastewater utility service to the Property, Developer has requested the approval of wastewater utility service extensions necessary to connect the Property to existing City wastewater utility facilities with reimbursement for the wastewater lines included in the City's Impact Fee calculation; and It. WHEREAS, if the City Council approves a New Wastewater Impact Fee as described in Paragraph 23 below, and after considering the factors set forth in Section 13.09 of the Code, the City Council finds and determines that it would be appropriate to reimburse Developer for utility line costs in accordance with the terms of this Agreement' and 12. WHEREAS, the City and Developer are entering into this Agreement to more particularly set forth the rights and obligations of the City and Developer with respect to the design, construction, and payment for the Offsite Wastewater Improvement; and 13. WHEREAS, this Agreement is necessary to protect the health, safety, and general welfare of the community and to limit the harmful effects of substandard subdivisions; to facilitate Developer's construction of the offsite wastewater facilities; and to protect the City from bearing any unnecessary expense of constructing or completing subdivision improvements; and 14. WHEREAS, this Agreement is authorized by and consistent with state law and the Citys other ordinances, regulations, and other requirements governing development of subdivisions and provision of utility services to customers of Georgetown Utility Systems. NOW, THEREFORE, IN CONSIDERKITON of the foregoing recitals and the mutual . covenants, promises, and obligations by the parties set forth in this Agreement; the parties agree as follows: DestLn and Construction Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 2 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 41 of 75 15. Developer agrees to arrange for a professional engineer registered in the State of Texas to prepare design drawings and bid documents for the construction and installation of the Offsite Wastewater Improvement Except as otherwise provided herein or agreed upon by the City and Developer, the Offsite Wastewater hnprovcment shall be designed in conformance with the City's design criteria, construction standards, and specifications for utility construction (including, without limitation, environmental protection requirements such as erasion controls and site restoration). The City shall be authori led to review and approve the design drawings (which approval shall not be unreasonably conditioned, withheld or delayed). 16. Developer shall diligently attempt to obtain all easements necessary for the construction of the Off-site Wastewater Improvement at Developer's expense, except that the City will make available, at no cost to Developer, the right to use any rights of way or easements held by the City. If Developer is unable to obtain all required off-site easements, the City shall attempt to acquire the easements, using its powers of emureut domain if necessary, at Developer's sole expense; provided specifically that such expenses shall include but not be limited to City staff time for oversight and project management; attorneys' fees; survey fees and expenses; appraisal fees and expenses; expert fees and expenses, and all other fees, casts and expenses associated with the acquisition 17. Developer shall competitively bid the project in accordance with all applicable City procedures. Developer shall enter into a contract for the construction of the Offsite Wastewater Improvement in accordance with the terms and conditions of this Agreement and with the approved construction plans. Any and all change orders shall be jointly agreed to by the City and the Developer. 18. Developer shall exercise reasonable diligence to assure the substantial completion of the Offsite Wastewater fmprovement and acceptance of the improvemem(s) by the City occurs on or before October 1, 2008_ 19 The City shalt have the right to inspect the construction of the Offsite Wastewater Improvement, and, upon completion of the final stage of construction in accordance with all applicable City, state and federal standards, Developer may request that City finally accept the improvements. Fiscal Surety 20_ Developer shall post fiscal security in the form of an irrevocable Letter of Credit in the amount of 110% of the estimated cost for design and construction of the Offsite Wastewater Improvement to secure the proper design and actual completion of the Offsite Wastewater Improvement in accordance with the terms of this Agreement Developer agrees to post such fiscal security within ten (10) days of the Effective Date of this Agreement. Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page 3 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 42 of 75 21_ If the construction of the Offsite Wastewater Improvement proceeds in discrete phases (as defined in the approved Plans and Specifications and the construction contract), the fiscal security may be reduced by an amount equal to the cost of the completed work for each defined phase of construction, at the written request of the Developer (such requests to be made no more frequently than once every three (3) months) and if Developer is not then in Default under this Agreement or the letter of credit or other obligations relating to the project. 22. If at any time during the course of the work on the Offsite Wastewater Improvement the cost estimate for the remaining work exceeds, or is expected to exceed, the amount of the Letter of Credit, the City shall so advice Developer in writing, and Developer shall remit, within thirty (30) days of the receipt of the notice, a new or replacement Letter of Credit for the required amount Impact Fees 23. Impact Fees associated with development on the Property shall be those newly revised impact fees adopted by the City Council in 2005, except that the Wastewater Impact Fee shall be reduced by an Impact Fee Credit, currently estimated at $400 per service unit as shown in "Ezhfbil B". Construction Cast Reimbursement 7.4. The City and the Developer have estimated the actual design and construction costs for the Offsite Wastewater Improvement, (excluding items such as, but not limited to, financing, interest, fiscal security, accounting, project management, inspections, permits, and legal services) to be $1.900,427.00 as shown on "Exhibit B." The parties acknowledge that the actual costs may be greater or less than $1,900,427.00 and further agree that such cost underages or overages shall be addressed as provided for herein. 25. Developer will pay all costs associated with the design and construction of the Offsite Wastewater lunprovemmu� subject to the reimbursement rights provided herein. The City's reimbursement obligations will extend only to the Proportional Cost associated with the capacity of the Offsite Wastewater Improvement not attributed to the Prtroerty and subject to the terms of this Agreement. For the purposes of this Agreement, the term "Proportional Cost"as used herein shall mean the product of the actual construction cost of the Offsite Wastewater Improvement and one minus the percentage obtained by dividing the maximum flow of a pipe sized for the Property by the maximum flow of Offsite Wastewater Improvement as shown in "Exhibit B." 26. Based upon the cost estimate shown in "Hrhibft B," the Proportional Cost of the Offsite Wastewater fmprovcment, and the maximum amount subject to reimbursement under this agreement, is $1,473,111.00. In the event the costs of the Offsite Wastewater Improvement are greater or less than the estimated amounts shown on "Exhibit B;' the City's reimbursement obligation to Developer will be the lesser of the actual proportional Offsite Utility Construction Cost Reimbursement Agreement I Shadow Canyon Page 4 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 43 of 75 Default and Termination Offi to Utility Construction Cost Rcimbursemeat Agreement I Shadow Canyon Page 5 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 44 of 75 cost of the Offsite Wastewater Improvement or the proportional cost of the Offsite Wastewater Improvement included in the wastewater Impact Fee(s). 27. The City shall not be obligated to reimburse any sums for "Contingency" shown on "Exhibit B" unless and until the Developer submits a change order describing the need for the expenditure of such contingency funds, and the City's Utility System Engineering Department issues its written approval of the actual expenses shown on the change order. 28. if Developer allows work to commence on any change order before receiving City approval as required under this Paragraph , any costs incurred on that change order that are not approved by the City are not eligible for reimbursement- eimbursement29. 29. Provided that the Developer has constructed the Offsite Wastewater Improvement and t)*mplied with the terms and conditions of this Agreement, and provided further that the City has accepted the Offsite Wastewater Improvement, then City shall pay to Developer on an annual basis, but in any event not later than January 30 of the following year, an amount based upon the Wastewater Impact Fees received by the City in that year that are specifically associated with the Offsite Wastewater Improvement from new wastewater connections served by the Offsite Wastewater Improvement off the Property. The payments to be7mYcle to Developer by the City shall be payable, if paid, solely from annual Wastewater Impact Fees received by the City and specifically associatedwith the Off -Site Wastewater Improvement The City's obligation to make payments to Developer for the Offsite Wastewater Improvement shall expire upon. the earlier of (i) payment to Developer of $1,473,111.00 or the sum calculated pursuant to Patagraph 28 of this Agreement, whichever is less, and shall not include interest; or (ii) the date that is 10 years following the date of the first payment made pursuant to this Paragraph. Any payments yet to be paid after the end of the 10 year term described in this paragraph shall be deemed unearned and the City shall have no further obligation to Developer for same. 30. Within thirty (30) days of final acceptance by the City of the Offsite Wastewater U Improvement, Developer must submit a report to the City of the total costs of the project that includes the supporting information. 31. The obligations of the City under this Agreement to make payments in any fiscal year shall constitute a current expense for that fiscal year payable solely from the revenues of the Wastewater Capital Fund for that fiscal year. The obligation of the City to make payments does not constitute a general obligation or indebtedness of the City for which the City is obligated to levy or pledge any form of taxation. Default and Termination Offi to Utility Construction Cost Rcimbursemeat Agreement I Shadow Canyon Page 5 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 44 of 75 .l 37.. Developer shall be in default under this Agreement upon the occurrence of one or more of the following events (an "Event of Default"): a. Developer fails to commence or complete design or construction of the Offsite Wastewater Improvement as provided herein; or b. Developer fails to post the required fiscal security or to increase the amount of fiscal security when requested to do so by the City under this Agreement; or C. Developer transfers or conveys the Property or a portion of the Property through foreclosure or an assignment or conveyance in lieu of foreclosure. 33. Anything in Paragraph 32 to the contrary notwithstanding, it shall be an Event of Default in the event Developer does not cure a failure described in Paragraph 32 above within fifteen (15) days of receipt of written notice thereof from the City. 34. At any time following the occurrence of an Event of Default and Developer's continued failure to cure the same, the City may provide one or mote notices to Developer stating that the City intends to perform none, some or all of Developer's outstanding obligations under this Agreement for construction of the Offsite Wastewater Improvement. 35. If alter notice and an opportunity to cure as provided for in Paragraph 33 of this Agreement, Developer does not commence work on the Ot3site Wastewater Improvement, or commences but does not complete such work as required by the terms of this Agreement, the Developer shall be in default of this Agreement and the City shall have the right, but not the obligation, to draw on the fiscal security posted by the Developer and complete some, none, or all of the Offsite Wastewater Improvement The City may draw on the Letter of Credit following an Event of Default to pay for the costs and expenses incurred by the City in the completion of Offsite Wastewater Improvement or to correct defects in the Offsite Wastewater Improvement. The City may perform such construction and repairs itself; or engage a third party to complete such construction and repairs on behalf of the City. 36. If the City elects to complete the Offsite Wastewater Improvement, Developer agrees to provide all plans, designs, easements, and other documents related to the design and construction of the Ofisite Wastewater Improvement to the City within five (5) business days of the date that the City requests same. If the City elects to complete the Offsite Wastewater Improvement as allowed by this Agreement, the City will have no obligation to provide, and Developer shall not be entitled to receive, reimbursement for any costs or expenses incurred with regard to the Wastewater Utility Improvement 37. If Developer docs not commence or complete construction of the Wastewater Improvement as required by this Agreement, and if the City elects not to draw on the fiscal security in order to complete the Wastewater Improvement, the City will have the right, in its sole discretion, to terminate this Agreement Offsite Utility Coostmedon Cost Reimbunscracat Agreement l Shadow Canyon Page 6 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 45 of 75 36. If the City elects to terminate this Agreement for reasons allowed by Paragraph 37 of this Agreement, or if this Agreement expires on its own terms before completion or acceptance of say portion of the Offsite Wastewater Improvement, the Ci will heve no Obligation to provide wastewater service to the Property and Developer shall not be entitled to reimbursement for any costs or expenses incurred with regard to the Wastewater Utility Improvement 39. The measure of damages for breach of this Agreement by Developer is the reasonable cost of completing the Offsite Wastewater Improvement in conformance with the City's requirements, procedures, and specifications set forth herein, including without limitation, any and all associated administrative expenses, less the City's share of the costs as set out bereia. For work on the Offsite Wastewater Improvement upon which construction has not begun, the estimated cost of the Offsite Wastewater Improvement shown in the bid documents will be prima facie evidence of the minimum cost of completion, however, that amount does not establish the maximum amount of Developer's liability. Ownership of Facilities 40. From and after the time of final completion and acceptance of the Offsito Wastewater ffliProvement by the City, the City shalt own, operate and maintain the same, Developer agrees to execute sad deliver to the City within 30 days after the time of final completion and acceptance of the Offsite Wastewater Improvement such bills of sale, assignments, or other ipstntments of transfer as may be deemed reasonably necessary by the City. Developer will also deliver all warranties secured far construction of the Offsfte ' Wastewater Improvenrear. Upon execution and delivery of such instruments, Developer will have no further obligations or responsibility for the Offsite Wastewater improvement. Within said thirty (30) day period, Developer shall also deliver to the City all bonds, warranties, guamatecs, an other assurances of performance, record drawings, easements, project manuals, and all other documentation related to the Offsite Wastewater hmponvement I 41. Developer agrees that the City will not accept any Otrsite Wastewater improvement burdened by any tieu ar nay other encumbrance. 1 Provision Of URlity Service 42• The parties agree and aclmowlcdge (bat from and after the time of final acceptance 6y the City of the Offsire Wastewater Improvement, the City, as owner of them, will operate and maintain said hnprovehoeuts and will provide wastewater utility service to customers within the Property suhjcet to the conditions stated fa this Agracment and according to the City's policies and ordinances, as amended thorn time to time. Nothing in this Agreement will be construed to limit, tact modify, or abrogate the City's governmental authority or ordinances respecting the operation and maintenance of its wastewater systems nor its duty to provide for the public health, safety, and welfare n the operation and maintenance of the same. Olfsito U61ily Construction Cos} Rcimborsem¢n[ Paa¢ 9 of 1J AetceolearlSbadow C;tnyn��-------- EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 46 of 75 43. Upon final acceptance of the Offsite Wastewater Improvement by the City, the City agrees that Developer may after that apply for wastewater service following applicable City policies and ordinances, provided, however, that: (a) This Agreement will not be construed to guarantee wastewater service to the Property; such service may be guaranteed only upon the City's approval of the Final Plat and the recording of same in the Final Plat records of Williamson County in accordance with the requirements of the Code; (b) This Agreement in no way obligates the City to approve service extension requests not conforming to the requirements of the City's policies and ordinances nor otherwise binds the governmental powers of the City with respect to rho approval or denial of the same; (c) This Agreement does not exempt Developer, or its successors and assigns, from the requirements of any ordinance applicable to development within the acreage covered by the service extension requests; (d) This Agreement does not guarantee approval of the final plat of Shadow Canyon or the approval of any other applications or permits related to the project; (e) This Agreement will not be construed to create or confer upon Developer, or its successors and assigns, any ownership rights in or monopoly regarding capacity in the Offsite Wastewater improvement, whether total or partial, aftr final acceptance of the project by the City; (t) This Agreement will not be construed to create or confer upon Developer, or its successors or assigns, any manner of legal title to, equitable interest in or other claim of joint ownership with respect to property, whether real, peisonal or mixed comprising the Offsite Wastewater Improvement, atter final acceptance of the project by the City; and (g) This Agreement will not be construed to guarantee any particular level of service to the Property. General Provisions 44. 9ther Tnfrastructure Improvements. Developer agrees that it shall construct all other infrastructure improvements required for the project and/or the Property at its sole expense and in conformance with the Code and all other applicable City standards and requirements. 45. Remedies. The remedies available under this Agreement and the laws of Texas are cumulative in nature. OR'site Utility Construction Cost Reimbursement Agreement I Shadow Canyon Page 8 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 47 of 75 Third Party Rights. No person or entity who or which is not a party to this Agreement shall have any right of action under this Agreement, nor shall any such person or entity other than the City (including without limitation a trustee in bankruptcy) have any interest in or claim to the finds described in Paragraph 20 of ibis Agreement 47. By submitting plans or specifications for the City for review, the DEVELOPER PARTIES (as that term is defined below) each agree to waive all claims, fully release, indemnify, defend and bold harmless the City, and all of its officials, officers, agents, consultants, employees, attomeys, and invitees in both their public and private capacities (collectively, the "CITY PARTIES') from any and all liability, claims, lawsuits, demands or causes of action, including all expenses of litigation and/or settlement which may arise by injury to property or person occasioned by error, omission, intentional, or negligent act of the Developer, its officers, agents, engineers, consultants, employees or invitees (collectively, the "DEVELOPER PARTIES') arising out of or in connection with submission of drainage plans, construction plans, or any other plans or specifications submitted to the City. The DEVELOPER PARTIES further agree [bat they each will, at their own cost and at their own expense, defend and protect the CITY PARTIES from any and all such claims, losses, damages, causes of action, suits, and liability of any kind, including all expenses of litigation, court costs and attorneys' fees for injury to or death of any person or for any damage to any property arising out of or in connection with the error, omission, intentional or negligent acts of any of the DEVELOPER PARTIES. Nothing in this provision shalt waive the City's defenses or immunities under Section 101.001 et. seq. of the Texas City Practice & Remedies Code or any other applicable statutory or common law. Approval of the City Engineer or any other of the CITY PARTIES of any plans, designs or specifications submitted pursuant to the requirements of the Unified Development Code or any other provision of the City Code of Ordinances or technical manuals shall not constitute or be deemed to be a release of the responsibility and liability of any of the DEVELOPER PARTIES (as defined above) for the accuracy and competency of their designs or specifications. Such approval shall not be deemed to he an assumption of such responsibility or liability by the City for any defect in the design or specifications prepared by any of the DEVELOPER PARTIES. Approval by due City Engineer or any other of the CITY PARTIES signifies the City approval of only the general design concept of the improvements to be constructed or the drainage plan to be implemented_ In this connection, the DEVELOPER PARTIES shall each indemnify and hold harmless the CITY PARTIES from any loss damage, liability or expense on account of damage to property and injuries, including death, to any and all persons which may arise out of any defect, deficiency or negligence of any of the DEVELOPER PARTIES designs and specifications to the extent prepared or caused to be prepared by any of the DEVELOPER PARTIES and incorporated into any improvements constructed in accordance therewith, or plans implemented thereby, and the DEVELOPER PARTIES shall defend at their own expense say suits or proceedings brought against any of the CITY PARTIES on account hereof~ and to pay all expenses and satisfy all judgments Offsite Utility Construction Cost Reimbwsement Agreement / Shadow Canyon Pgge 9 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 48 of 75 which may be incurred by or rendered against them, collectively or individually, personally or in their official capacity in connection herewith. 48. In addition to the foregoing Release and Indemnity, in further consideration for the City's agreement to reimburse Developer in accordance with the terms of this Agreement and other promises herein, the receipt and sufficiency of which is hereby acknowledged, Developer agrees to fully and completely release and forever discharge the City, its employees attorneys and officers, in both their individual and official capacities, and its successors, agents, representatives, servants, and any other related or affiliated persons, natural or corporate, in privity with them from any and all possible claims, demands, actions, causes of action, costs, expenses, obligations, liabilities, suits, and damages of every kind and character whatsoever, now existing or that may arise hereafter, whether known or unknown, at law or equity, however, whenever, and by whomever caused, whether solely, jointly, or otherwise, including, without limiLation, any and all causes of action directly or indirectly arising out of, resulting from, or attributable to the Offsite Wastewater Improvement that the Developer is required to construct by the terms of the Code and this Agreement. 49. No Waiver. No waiver of any provision of this Agreement will be deemed or constitute a waiver of any other provision, nor will it be deemed or constitute a continuing waiver unless expressly provided for by a written amendment to this Agreement; nor will the waiver of any default under this Agreement be deemed a waiver of any subsequent defaults of the same type. The failure at any time to enforce this Agreement or covenant by the City, Developer, or their respective heirs, successors or assigns, whether any violations thereof are (mown or not, shall not constitute a waiver or estoppels of the right to do so. 50. Assippabii ty_ Except as otherwise provided herein, this Agreement is binding upon Developer, and the successors and assigns of Developer. Developer's obligations under this Agreement may not be assigned without the express written approval of the City, which shall not be unreasonably withheld or delayed. An assignment shall not be construed as releasing Developer from Developces obligations under this Agreement and Developer's obligations hereunder shall continue notwithstanding any assignment approved pursuant to this Paragraph, unless and until the City executes and delivers to Developer a written release of Developer from the obligations imposed by this Agreement. 51. otic% Any notice required or permittedby this Agreement is effective when personally delivered in writing or three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: If to Developer: Harvard Investments, Inc. Mr. Christopher J. Cacheris 17700 North Pacesetter Way Scottsdale, Arizona 85255 Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon Pago 10 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 49 of 75 If to City: City Manager City of Georgetown P.G. Box 409 Georgetown, Texas 78627 52. Change of Address for Notice. The parties may, from time to time, change their respective addresses listed above to any other location in the United States for the purpose of notice under this Agreement. A party:s change of address shall be effective when notice of the change is provided to the other party in accordance with the provisions of Paragraph 32, above. 53. Severability. If any part, term, or provision of this Agreement is held by the courts to be illegal, invalid, or otherwise unenforceable, such illegality, invalidity, or unenforceability shall not affect the validity of nay other party, term, or provision, and the rights of the parties will be construed as if the part, term, or provision was never part of this Agreement. 54. Personal$uisdiction and Vemre. Personal jurisdiction and venue for any civil action commenced by any party to this Agreement, whether arising out of or relating to the Agreement or the Security, will be deemed to be proper only if such action is commenced in District Court for Williamson County, Texas, or the United States District Court for the Western District of Texas, Austin Division. 55. Captions Immaterial. The numbering, order, and captions or headings of the paragraphs of this Agreement are for convenience only and shall not be considered in construing this Agreement. 56. Fnntre Agrcemeat_ This Agreement contains the entire agreement between the parties and correctly sets forth the rights, duties, and obligations of each to the other as of the Effective Date. Any oral representations or modifications concerning this Agreement shall be of no force or effect excepting a subsequent written modification executed by both parties. 57. Binding AgreementThe execution and delivery of this Agreement and the performance of the transactions contemplated thereby have been duly authorized by all necessary corporate and governmental action of the City. This Agreement, when duly executed and delivered by each party, constitutes a legal, valid, and binding obligation of each party enforceable in accordance with the terms as of the Effective Date. 58. Recording. The parties agree that this Agreement may be recorded in the Real Property Records of Williamson County, Texas at the expense of Developer. 59. Further Assurances. The City and Developer agree to take such actions and execute and deliver such documents as may be reasonably necessary or appropriate to effect the provisions of this Agreement — — Offsitc Utility Construction Cost Reimbursement Agreement / Shadow Canyon Page I I of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 50 of 75 60. Tegn. Unless sooner terminated under the provisions of this Agreement, this Agreement shall expire of its own terms and without further notice .upon the earlier of (i) payment to Developer of $1,473,111.00 or the sum calculated pursuant to Paragraph 28 of this Agreement, whichever is less, and shall not include interest; or (ii) the date that is 10 j years following the date of the fust payment made pursuant to the terms of Paragraph 29. 61. Effective Date. This Agreement will be effective on the later of either (i) the latest date accompanying the signature lines below; or (ii) the date that the City Council finally adopts impact fee schedules or other funding mechanisms necessary to reimburse Developer in accordance with the terms of this Agreement EXECUTED by the parties on the dates indicated below: CITYOF GEORGETOWN, TEXAS SAN GABRIEL HARVARD, L.P. ("CIT" ("DEVELOPER") By: BY/ Pr Printed Name: P am any Title_ Title: Date: Date: Approved as to Form: Patricia R Carts, City Attorney Brown & Carts, LLP THE STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the day of 2005, by Gary Nelon, Mayor, City of Georgetown, a'fexas home role municipal corporation, on behalf of said City. Notary Public in and for Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon `} Page 12 of U EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 51 of 75 the State of Texas THE STATE OF ARIZONA § § COUNTY OF MARICOPA § This inshument was acknowledged before me on the 1(om day of 2005, by Chdstopher J. Cacberis, Vice President, of Harvard fnvestments, Inc., the ager of Georgetown 308, L.L.C., the General Partner of San Gabriel ffmvard L.P. Notary Public " d for the State of Natmy PrNOc SYnla d Ari)Dna caunry Mary I. TOW 6,pkm iir a106 Offsite Utility Construction Cost Reimbursement Aguemcnl I Shadow Canyon Page 13 of 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 52 of 75 I d Shadow Canyon Cost Reimbursement, Agreement Exhibit "B'. Construction Es0mate and Cost Reimbursement Calculation Project, Shadow Canyon Wastewater Construction 21" SDR 26 Piping $120.00 12,100 $1,452;000 Trench Safety $1.00 12,100 $12,100 Standard Manhole $4,200.00 28 $117,600 Extra Depth for Manholes $150.00 100 $15,000 Silt Fence - $2.00 12.100 $24.200 Restoration $0.75 7500 $5,625 Contingen 10% $162,653 Design Engineedna & Emdmnmental $73,250 Design Survey $24,000 Permitting $14,ODO TOTAL ESTIMATE $1,900,428 1�ell&lof EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 53 of 75 Lxhibit D Original Letter of Credit jSee attached] Final 11,11412006 • i I EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 54 of 75 At the request and for the account of the customer. San Gabriel Harvard Limited Partnership, an Arizona limited partnership (°Developer), Comerica Benk ('Bank') - hereby establishes in your favor this Irrevocable standby letter of credit number614690- 41("Letter of Credito). This Letter at Credit In Issued to City of Georgetown, a, Texas home rule municipal corporation ("Beneficiary" dr"you"), pursuant to,the terms of that certain Offsite Utility Construction Cost Ralmbursement/.greement for Sheddw Canyon, by and between Developer and, Beneftuary, effkdt a October 21, 2005 (the - `Agreement"). This Letter of Credit authorizes you to draw on us in aniounts which in the aggregate shall not exceed the "Stated Amounx of two million ninety thousand four hundred seventy and Nol100 Dollars ($2,000,470.00). Stated Amottihepraoshte 1 i0 percent of the estimated design and construction cosi4i f' i of de.u9astewater': improvements in accordance with the Agreemertt This Letter of Credit is available for drawing by you against sight d*s) of Beneficiary In Hie form attached hereto as Annex A and accompanied by the original of IN$ Leitei of Credit and Amendment(s) thereto, N any with the following: A certificate in the form attached hereto as Annex B (the "Draw Certf@rate")'slgned and dated by a purported authorized representative of the Beneficiary, with such signature acknowledged, stating that the Beneficiary is entitled to draw under this Letter of Credit: Partial drawings are permitted, but no more frequently than once per'month.: It is a condition of this letter of credit that it shall be deemed automatically extended without amendment for a period of one year from the present or any future expliation date, unless at least (30) thirty days prior to the current expiration date we send you notice by courier that we elect not to extend this credit for any such additional period. Said notice will be sent to the address indicated above. The stated amount of this Letter of Credit shall be reduced automatically in the amount" of any sight draft honored and paid by us In accordance with the terms of this Letter of . Credit. .. .. EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 55 of 75 - f "LN 12:30 PM CiTY OF GEORGETOWN FAX NO. 512 930 3881 P. 01 rune, of Gwa Div w Swlf'f`. MNBDUS6S COMBrkTCA 13ANK TFLEXN0:3774155 WIERNATIONALTRADBSUViCES ' FAX NO: 415477-3310 213MBARCADERO C0411 BR, Sut rg 300 P}LONE: d15-077.3318 SAN FRANCISCO, CA 94111 Date of Issuance: November 9, 2005 - '•'� Standby Letter of Credit Number, 614690-41 - Beneficiary: City of Georgetown a Taxes home rule municipal corporation 113 E. 8th Street, • . Georgetown, TX 78826 , At the request and for the account of the customer. San Gabriel Harvard Limited Partnership, an Arizona limited partnership (°Developer), Comerica Benk ('Bank') - hereby establishes in your favor this Irrevocable standby letter of credit number614690- 41("Letter of Credito). This Letter at Credit In Issued to City of Georgetown, a, Texas home rule municipal corporation ("Beneficiary" dr"you"), pursuant to,the terms of that certain Offsite Utility Construction Cost Ralmbursement/.greement for Sheddw Canyon, by and between Developer and, Beneftuary, effkdt a October 21, 2005 (the - `Agreement"). This Letter of Credit authorizes you to draw on us in aniounts which in the aggregate shall not exceed the "Stated Amounx of two million ninety thousand four hundred seventy and Nol100 Dollars ($2,000,470.00). Stated Amottihepraoshte 1 i0 percent of the estimated design and construction cosi4i f' i of de.u9astewater': improvements in accordance with the Agreemertt This Letter of Credit is available for drawing by you against sight d*s) of Beneficiary In Hie form attached hereto as Annex A and accompanied by the original of IN$ Leitei of Credit and Amendment(s) thereto, N any with the following: A certificate in the form attached hereto as Annex B (the "Draw Certf@rate")'slgned and dated by a purported authorized representative of the Beneficiary, with such signature acknowledged, stating that the Beneficiary is entitled to draw under this Letter of Credit: Partial drawings are permitted, but no more frequently than once per'month.: It is a condition of this letter of credit that it shall be deemed automatically extended without amendment for a period of one year from the present or any future expliation date, unless at least (30) thirty days prior to the current expiration date we send you notice by courier that we elect not to extend this credit for any such additional period. Said notice will be sent to the address indicated above. The stated amount of this Letter of Credit shall be reduced automatically in the amount" of any sight draft honored and paid by us In accordance with the terms of this Letter of . Credit. .. .. EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 55 of 75 NON 1230 PN CITY OF GEORGETOWN FAX NO, 512 930 3681 P. 02 .. raur d Goma mwon This Letter of Credit may also be reduced or canceled upon our receipt of a Certificafe from you in the form of Annex C, ; We shall be entitled to accept a sight draft, the Draw Certificate and Annex C descrlbed above as required by the terms of this Letter of Credit, froth the.Diraetor of Firiance and Administration for Beneficiary, with such signature admowledged, without arty obligation or duty on our part to verify the Identity or authoiity of the parsed presenting dre'sight . draft and such documentation. .. We engage with you that all drafts drawn under and in compliance with the terms of this Letter of Credit will be duty honored upon delivery of documents as epecified N presented to us at Comerica Bank, International Trade Services, Two EmUsmadero Center, V Floor, San Francisco, CA 94111'on or before October 31, 2006 or any automatically extended date. Unless otherwise expressly stated herein, this Irrevocable Standby Le(ter of Credit Is subject to the Uniform Customs and Practice far Documentary Credits (1993 Revision}, International Chamber of Commerce Publication No. 500. Very Truly Yours, Comerica ank thorked Signature EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 56 of 75 A HON 12:30 PH CITY OF GEORGETOWN FAX NO, 512 930 3681 ANNEXA SIGIff DRAFT I A C SIGHT REF. NO. PAY TO TI IE ORDER OF ' US DOLLARS 'DRAWN UNDER COMERICA RANK, IRREVOCABLE STANDBY 1,13[TER OF CREDIT NLIMBERNO.—, DATED—_. 2005" i i'(D: COMERICA13ANK 2GMBARCADEROCENTER, SUITE 300 (INSERT NAME OF13ENEFICIARY): SAN FRANCISCO, CA 94 111 . y AUTHORTZEDSTdTFA`fURE ..:.�: .' . (YU[DELI NES TO PREPARE TAE STOIHT DRAFT: I DATE: ISSUANCE DATE OFDRA17. REF. NO.: YOUR R£FLR$NCE NUMBER, IF ANY. , .. PAY TO THE ORDER OF: BENEFICIARY'S NAME 1. USS: AMOUNT OP DRAWING IN FIGl7RE& S. US DOLLARS: AMOUNT OF DRAWING IN WORDS. c. LETT ER OF CREDIT NUMBER: OUR STANDBY UCMM13ERTHAT PERTAINS TO THE DRAWING. 2. DATED: ISSUANCE DATE OF OUR STANDBY UC. NOTE -BENEFICIARY'S NAME SHOULD BE PRINTED AT TIM BACK OF TNG SfGHT DRAF .. - WITH ENDORSEMENT.; ' EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 57 of 75 110N 12:31 PN CITY OF GEORGETOWN FAX NO. 512 930 3681 P. 05 _ .. Torn a cram Aidrwn •-' •.' . AMrX C Comerica Bank Date: International Trade Services 2 Embarcadero Center, Suite 300 San Francisco, CA 94111 Ladies and Gentlemen: The undersigned, as Director of Finance and Administration for the City of Georgetown, Texas, a Texas home rule municipal corporation Vabito.ciao, hereby authorizes you with reference to Irrevocable Standby Lott®rof Credit No. 61469041 (the "Letter of Credit') as evidenced by our Initials and signatures below: Please initial: _ Reduce the amount from U.S,$ Enclosed herewith are the original Letter of Credit documents', including . the amendmenls(s), d any, thereto for your endorsement of the reducGbn amount. _ Cancel this Letter of Credit effedive immediately: Enclosed ry' erewith are tfie origirial Letter'd Gfedtt docurllents, including the amendments(,), if any, thereto. In Witness Whereof, the undersigned has executed and delivered this certificate on behalf of the Beneficiary as of the ^ day of 20_ City of Georgetown, Texas a Texas home rule municlpal corporation By: • Name: Its: STATE OF TEXAS )56 ., ,. .. . County of Williamson ) Acknowledged before me this _day of 200 by the City of Georgetown, a Texas home rule municipal;. corporation, on behalf of said City. My commission expires: Notary Public :W EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 58 of 75 t 110N 12: 31 PM CITY OF GEORGETOWN FAX N0, 512 930 3681 P. 04 ' tMIBI d CAOfLI eF+lf�pt. � ANNEX B DRAW CERTIFICATE Comerica Bank Date: Intemationaf Trade Services 2 Embarcadero Center, Sufte 300 San Francisca, CA 94111 Ladies and Gentlemen; The undersigned, as Director of Finance and Administration for the City of Georgetown; Texas, a Texas home rule municipal corporation, ('Beneficiary'), hereby certifies to you with reference to Irmvocable Standby Letter of Credit No. 614600411 (the'Letter of Credit") that: - i7 The required improvements are not substantially complete; Letter of Credit will expire within 30 dayd'and is not being renewed or replaced. Developer failed to substantially complete required improvements on or. before m . October 1, 2008. After receiving notice frothe City of the alleged defauit, Developer was given thirty (30) business days from recelpt of the notice to correct the deficiency. Developer did not correct the deficiency within the 30 day time period, or did not take reasonable steps to correct the deficiency within the 30 day time period and then diligently continue with the corrective steps. The City hereby algae to draw on this Letter. - of Credit pursuant to the taTTns of Paragraph; 35 of the Agrment. , In Witness Whereof, the undersigned has executed and delivered this con ficate'on behalf of the Beneficiary as of the _ day of 20_. City of Georgetown, Texas' a Texas home rule municipal corporation Name: :. . . Its: STATE OF TEXAS ) , ) ss Cnunty of Williamson ) Acknowledged before me this day of .200_, by the , City of Georgetown, a Texas home rule. municipal corporation, nn behalf of said City. My commissionexpims: Notary Public . i EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 59 of 75 Exhibit E New Letter of Credit Date of Issuance: Standby Letter of Credit number: Beneficiary: City of Georgetown a Texas home rule municipal corporation 113 E. 8°i Street Georgetown TX 78626 At the request and for the account of the customer, San Gabriel Harvard Limited Partnership, an Arizona limited partnership ('Developer"), Bank ("Bank") hereby establishes in your favor this irrevocable standby letter of credit number _-_ ("Letter of Credit"). This Letter of Credit is issued to the City of Georgetown, a Texas home rule municipal corporation (`Beneficiary" or "you"), pursuant to the terms of that certain Tri -Party Agreement by and among the Developer, the Beneficiary and ABG Development, Ltd. (the "Agreement"). This Letter of Credit authorizes you to draw on us in amounts which in the aggregate shall not exceed the "Stated Amount" of two million ninety thousand four hundred seventy and No/100 Dollars ($2,090,470.00). Stated Amount represents 110 percent of the estimated design and construction costs of the offsite wastewater improvements in accordance with the Agreement. This Letter of Credit is available for drawing by you and against sight draft(s) of Beneficiary in the form attached hereto as Annex A and accompanied by the original of this Letter of Credit and Amendment(s) thereto, if any with the following: A certificate in the form attached hereto as Annex B (the "Draw Certificate') signed and dated by a purported authorized representative of the Beneficiary, with such signature acknowledged, stating that the Beneficiary is entitled to draw under this Letter of Credit. No Partial drawings are permitted, the Beneficiary can make one draw for the full amount. It is a condition of this letter of credit that it shall be deemed automatically extended without amendment I'or a period of one year from the present or any future expiration date, unless at least (30) thirty days prior to the current expiration date we send you notice by courier that we elect not to extend this credit for any such additional period. Said notice will be sent to the address indicated above. Final 11./1412006 . 12' EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 60 of 75 The stated amount of this Letter of Credit shall be reduced automatically in the amount of any sight draft honored and paid by us in accordance with the terms of the Letter of Credit. We shall be entitled to accept a sight draft, the Draw Certificate and Annex C described above as required by the terms of this Letter of Credit, from the Director of Finance and Administration for Beneficiary, with such signature acknowledged, without any obligation or duty on our part to verify the Identity or authority of the person presenting the sight draft and such documentation. We engage with you that all drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon delivery of documents as specified if presented to us at , (Texas location for Presentation) on or before _, 200_ or any automatically extended date. Unless otherwise expressly stated herein, this irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision). International Chamber of Commerce Publication No. 500. Very Truly Yours, Authorized Signature rival I I /14!1006 ' 13 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 61 of 75 DATE: AT SIGHT PAY TO THE ORDER OF US DOLLARS 'DRAWN UNDER NUMBER NO. _ TO: (Texas Location) ANNEXA SIGHT DRAFT REF. NO. US$ BANK, IRREVOCABLE STANDBY LETTER OF CREDIT DATED . 2005" (INSERT NAME OF BENEFICIARY) AUTHORIZED SIGNA'T'URE GUIDELINES TO PREPARE THE SIGHT DRAFT: 1. DATE: ISSUANCE DATE OF DRAFT 2. REF.NO.: YOUR REFERENCE NUMBER, IF ANY. 3. PAY TO THE ORDER OF: BENEFICIARY'S NAME 4. US$: AMOUNT OF DRAWING IN FIGURES 5. US DOLLARS: AMOUNT OF DRAWING IN WORDS. 6. LETTER OF CREDIT NUMBER: OUR STANDBY L/C NUMBER THAT PERTAINS TO THE DRAWING. 7. DATED: ISSUANCE DATE OF OUR STANDBY L/C NOTE: BENEFICIARY'S NAME SHOULD BE PRINTED AT THE BACK OF THE SIGHT DRAFT WITH ENDORSEMENT. r nal i L/14n0nc . 14 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 62 of 75 ANNEX B DRAW CCRTIL'ICXFE ! m3 (Texas Location] Ladies and Gentlemen: Date: The undersigned, as Director of Finance and Administration for the City of Georgetown, Texas, a Texas home rule municipal corporation, (`Beneficiary"), hereby certifies to you with reference to irrevocable Standby Letter of Credit No. _ (the "Letter of Credit") that: ❑ The Letter of Credit will expire within 30 days and is not being renewed or replaced. ❑ It is the earlier of (a) a date that is on or after October 1, 2008, or (b) the date that the Harvard WW line has been completed and the City has accepted the completion of same. In Witness Whereof, the undersigned has executed and delivered this certificate on behalf of the Beneficiary as of the _ day of 20_. City of Georgetown, Texas a Texas home rule municipal corporation By: Name: Its: STATE OF TEXAS ) County of Williamson ) Acknowledged before me this _ day of , 200, by the City of Georgetown, a Texas home rule municipal corporation on behalf of said City. My commission expires: Notary Public Final 11/14/2006 - 15 - EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 63 of 75 Exhibit Total Fee Available for Reimbursement is the South Fork Interceptor Portion of the Interceptor's Portion of the South Fork Service Area Wastewater Impact Fee, which is currently equal to $1,281, but is subject to revision in the future, reimbursed as follows: Harvard ABG Cit $400* 542 3$ 39** * At such time as Harvard has received Impact Fee Reimbursements in the amount of $1,900,000.00, the $400 attributable to Harvard shall be paid to ABG. **This amount is calculated based on an estimate of Differential Cost equal to $1,600,000. If, however, the actual Differential Cost is higher, or the revised Differential Cost based on the Modified City Size is lower, this amount shall be automatically revised to be equal to that amount necessary to pay the Differential Cost over 4718 Service Unit Equivalents. ABG City $942***3$ 39*** ***At such time as the City has received impact fees in an amount sufficient to retire the City's debt for the Differential Costs, the $339 (or other such amount calculated as described above under the notation accompanying **) attributable to the City shall be paid to ABG. ABG $1281**** **** Based on current impact fee of $3,114. Such amount to be adjusted for new connections that plat under a fixture fee (which may be more or less than $3,114). Final 11./14/2006 .16 - EXHIBIT 16 - EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 64 of 75 Exhibit G Eligible Area f Sce Attached] Finnl 11/14/2006 - 17 - EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 65 of 75 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 66 of 75 I qs J 1 `t COUNEACIAL � u UTAEO USE • l` PROPOSED SUBDIMSIC14S - ENS7ING SUMMSIN45 rt L I' 1 5 1 �'IZ�: � GRREY FMH AREA WT9DE ETJ rl.1a= S e k F �- I `Xy'�`� � n�'�q� � �if`YVV' ♦.e i �•• �� Y I DI e"�2 ' i S � I IL Si e�e 1 .;i��IQFi; .F. yy\ 'ti a — — y II r :A I T. I.I } 1 r tyy,'q��r9{it. :iy``' ` y` ''. ' . `,. {.`s NO S C rtn kit 1 ,. i' -a° � t ierr, THI A COLOR EXHIBIT, A 4 2V2-.tRSA- t�~ y5>ity, COLOR COPY IS ON FILE WITH i 1`�M-J r THE CITY OF GEORGETOWN. Bury+Partners SAN GABRIEL SOUTH FORK OF THE B N01Nf f OI NO SOLUTIONS SAN QABRIEL 771S Iles Cane Rd. Sult" 260 Aww, TOM 76720 RIVER BASIN 1YL (512)726 -ODI) Fa (519)=-0726 ABG DEVELOPMENT LTD. Flury+Pmieua Ina 0pyrl& x006 DATE: 10/30/06 1 SCALE: N-T.S- DRAWN BY: DAZ FlLE:O:\1640\03\EX14IBITS\164003EXH57 PROJECT IV..: 1620-03.00 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 66 of 75 9 PCs 2015009038 ASSN T OF WASTEWATER REIMBURSEMENTS AND WASTEWATER Lo is entered into as of November aj_, 2014 (the "Effective SAN GABRIEL HARVARD LIMITED PARTNERSHIP, an nip ("Assignor'), and 278 GEORGETOWN, INC., a Texas A. ' As ' or s a part Georgetown ( Assi o: 2006 (the "Iri m i Reimbursement A ee ent h 2005 and by Assign on abo Tri-PartyAgreement, co ec ' el Assignor's approximate 8- e things, (i) impact fee reim me Agreement as modified b Se Reimbursements"), and (ii) rec utility service, as provided in Sec and ordinances, as amended from Water Service Agreements (`Tdastt RECITALS to that certain Tri -Party Agreement among the City of and ABG Development, LP, dated on or about December 1, d that certain Offsite Utility Construction Cost Lanyon, executed by the City on or about October 20, 9t 1r t 16, 2005 (the "Initial Agreement', and together with the "Wastewater Service Agreements"), entitling Assignor and t c land (the "308 Acre Tract") to receive, among other qtpme Ci pursuant to Sections 23 and 29 of the Initial bon 7A Tri -Party Agreement (the "Wastewater o e ri for the 308 Acre Tract to receive wastewater i of Initial Agreement, according to the City's policies me time, and subiba to the terms and conditions of such B. On the Effective Date, Ass' }}� 278.212 acres of land out of the 308 Acre Tri Exhibit "A" (the "Acquired Property"), from C. In addition to the Acquired Proper Wastewater Reimbursements, and (ii) the Was Property but not with respect to the balance of "Assigned Wastewater Service"). D. Pursuant to this Assignment, Assignor now to Assignee, and Assignee desires to accept and assume, the Assigned Wastewater Service. AGREEMENT AND among other things, approximately btion of which is attached hereto as ag from Assignor, (i) the respect to the Acquired ;twined by Assignor (the NOW, THEREFORE, for and in consideration of the mutual pket parties, and other good and valuable consideration, including the sum o1 the receipt and sufficiency of which are hereby acknowledged, Assignor follows: 1. Assignment and Assumption of Wastewater Reimbursements a Wastewater Service. Subject to the terms of Section 3 below, and the terms and Assignment of Wastewater Reimhmsemenu and Womwater SeMee—Shadow Canyon EXHIBIT D WASTEWATER SERVICES AGREEMENT and convey ements and as N � t Page 67 of 7 201 vater Service Agreements, Assignor hereby assigns, transfers, and conveys to Assignee, and )e hereby accepts and assumes from Assignor, (i) the Wastewater Reimbursements, and Assigned Wastewater Service. tructure Improvements. In addition to the foregoing, Assignee hereby form all obligations of the Developer under Section 44 of the Initial and after the date hereof, to the extent applicable to the Acquired The assignment by Assignor hereunder is subject to and n approval of the City, as required pursuant to the terms of the r and Assignee will take such further actions, and o, as the other party may reasonably request for the evidencing the transactions contemplated by this 5. N iscellanebG -'rh"sipnment shall be governed by and construed in accordance with the 7in tl��ate o T o amendments to this Assignment shall be effective, unless madw gan r ed each of the parties. This Assignment may be executed in multipleerp a of 'ch shall be deemed an original, but all of which shall constitute one and the same idstnuilent. WASTEWATER SERVICES AGREEMENT 201 3of9 ssignor and Assignee hereby enter into this Assignment effective as of the Effective ASSIGNOR: SAN GABRIEL HARVARD LIMITED PARTNERSHIP, an Arizona limited partnership By: Georgetown 308, L.L.C., an Arizona limited liability company, its general partner l C <l..n By: Harvard Investments, Inc., a Nevada corporation, its Manager By Nam • P str,h J Cac eris itle: Vice Presi ent STATE OF _ § COUNTY OF ml� § This instrument was acknowledged before`i Christopher J. Cacheris, Vice President of Harw Manager of Georgetown 308, L.L.C., an Arizona San Gabriel Harvard Limited Partnership, an A entities. 1 [se Notary Public, S MARY I. TAYLOR Notary's printed Notary Public - Arizona Maricopa County *My Comm. Expires Oct 28. 2016 I( Assignment of Wastewater Reimbursements and Wastewater Service—Shadow Canyon day of November, 2014, by , a Nevada corporation, as pany, as general partner of ership, on behalf of those EXHIBIT D WASTEWATER SERVICES AGREEMENT ILL Page Page 69 of 2015009M\Pane 4 of 9 201 5 of 9 OF GEORGETOWN, TEXAS hereby acknowledges and approves this of Wastewater Reimbursements and Wastewater Service, dated as of November by and between San Gabriel Harvard Limited Partnership, an Arizona limited V assignor, and 278 Georgetown, Inc., a Texas corporation, as assignee. STATE OF TEXAS COUNTY OF This instrument was a VIA A) s:2 of �o1 day of J *4tw.uAfL y '201C THE CITY OF GEORGETOWN, TEXAS B T T P. JESSICA ERIN BRETTLE [Seal .;!n NOTARY PUBLIC stele of Texas x'oy Comm. Exp. 05.01-2015 j "WlkfeY [ V, 201+' by DALE I23S E , _, on _behalf of The City of Georgetown, Texas. Assjpmc ofWaslewwwa Rolmmmrs is and Waslewa= Smim—Shadow Canyon EXHIBIT D WASTEWATER SERVICES AGREEMENT 201 6of9 EXMIT "A" LEGAL DESCRIPTION OF THE ACQUIRED PROPERTY 12 acres of land, situated in the Isaac Donagan Survey, Abstract No. 178 and the n ey, Abstract No. 608, in Williamson County, Texas, said land being a t tract of land, called 307.848 acres, as conveyed to San Gabriel Harvard , an Airizatat limited partnership, by deed recorded as Document No. the Public Records of Williamson County, Texas. Surveyed on the J 2014, under the supervision of Brian F. Petersen, Registered northerly North t Partnership bei conveyed to M No. 2007014835 of northerly Northeast e THENCE, S 4031'00' W, 307.848 acre San Gabriel the said 10.550 acre MGC and being more particularly described as follows; on the south line of State Highway No. 29, marking the most ab referenced 307.848 acre San Gabriel Harvard Limited mer of that certain tract of land, called 10.550 acres, as �C, a Texas limited liability company, of record as Document We Records of Williamson County, Texas, for the most marking an interior comer of the said Ida -ship tract, being the most westerly comer of tract, for an interior comer hereof; THENCE, along the northeastedy'lliae of the so Partnership tract, and the southwesterly line f tract, S 72048'45" E, 556.79 feet loan ' pin found and N 69°18'00" E, 197.85 feet to 60 easterly Northeast comer of the said 307.84 cre being an interior comer of the said 10.550 acre easterly Northeast comer hereof; =c San Gabriel Harvard Limited `0 acre MGC Development, LLC, .2'15- E, 70.62 feet to an iron pin a 14" Live Oak, marking the most garvard Limited Partnership tract, THENCE, along the east line of the said 307.848 tract, S 26001'15" E, 51.61 feet to an iron pin found markifie MGC Development, LLC, tract, being the most westerly re acre, Tract Five, Parcel Three, as conveyed to Judy Robertson, Jay Leon Wolf, Jr_, and Iva Wolf McLachlan, by 2009090679 of the Official Public Records of Williamson Coi LLC, tract, for the most the west line of the said 291.09 acre Hiodeleng, et al, tract, S 21°0 " pin found; (an iron pin found bears N 43°51 " W, 2.64 feet and a Wait 2.90 feet); S 211170V E, 391.76 feet to an iron pin found; S 24°58' 15' pin found; S 19°39100" E, 207.78 feet to an iron pin found; S 21058'45" pin found ; S 20°56' 15' E, 911.34 feet to an iron pin found and S 21141 Assignment ofWmtewat ReimbutsemmN and Wastewater Service - Shadow Canyon Limited Partnership it comer of the said (tt>gt certain 291.09 Susan Jane d pTocument No. fid epnfinuing along 93S to an iron °55' W, 5vto iron 5 . 1 feetto an o EXHIBIT D WASTEWATER SERVICES AGREEMENT Irteet to an 6 Page 72 7 201 7of9 iNn-Vin oundon, or near, the south lime of the Isaac Donegan Survey, A-178, being the north line f t ompson Survey, A-608, marking a southwesterly comer of the said 291.09 ang, et tract, being on the north line of that certain tract of land, called 457 acres, yet to by deed as recorded in Volume 345, Page 460, of the Dad Records of n thnty, Tex , for the most easterly Southeast comer of the said 307.848 acre San e[ and t tetship tract, for the Southeast comer hereof; THEa so y line of the said 307.848 acre San Gabriel Harvard Limited P 100" W, at 215.93 feet pass an iron pipe set, for a total distance of 295.15 o a int the center of the South San Gabriel River, being the south line of the said 457 the line of that certain Fast Tract, called 104820 acres, as conveyed to A Weir, by deed as recorded in Volume 522, Page 451, of the Deed Retro n nnty, Texas, for the most westerly Southeast comer of the said 307.848 acre San united Partnership tract, for the most westerly Southeast corner hereof; V THENCE, upstream, al tlteer d uth San Gabriel River, with its meanders being the south line of lbe 307 8 S Gabriel Harvard Limited Partnership tract, and the north lime of the said 104 W ' First Tract, N 81°59'00" W, passing the said north line of the Joseph Thompson S A-608, b ' e 'd south line of the Isaac Donegan Survey, A-178, being the record most westerly of th 'd 457 acre Guy tract, for a total distance of 644.97 feel; S 55005'15" W, 51 fee : 2 °00' 5" W, passing the said south line of the said Isaac Donagan Survey, A-1 the 'd line of the Joseph Thompson Survey, A-608, for a total distance 1, 1 S 69nOT15" W, 32636 feet; S 85°41'15" W, 621.76 feet; S 57010115" 68. 3'15" W, 755.32 feet to apoint 4 or near, the Northwest comer of the said 1048.2 it ' Tract, being the Northeast comer of that certain tract of land, called 190.40 n eyed to Texas Cnrshed Stone Company by deed as recorded in Volume 743, P of Records of Williamson County, Texas, and S 75°48' 15" W, 116.10 feet to a the comer of the said 307.848 acre San Gabriel Harvard Limited Paraoennhip to st southerly Southeast corner of that certain tract of land, called 103.9327 acres, eye I. Brown and wife, Beverly D. Brown, by deed as recorded in Volume 21 of Official Records of Williamson County, Texas, for the Southwest comer htreof; / ] THENCE, N le28' 15" W, at 39.61 feat, pass a I" bar found, pasKuprtl Joseph. Thompson Survey, A-608, being the said south line of the IsaAq for a total distance of 1,642.61 feet, in all, to an iron pin found marl Northwest comer of the said 307.848 sera San Gabriel Harvard Limited an interior comer of the said 103.9327 acre Brown tract, for an interior cc Assignment of Wastewater Reimbursements and Wastewater Service— Shadow Canyon EXHIBIT D WASTEWATER SERVICES AGREEMENT of the MA6 Pag, 8of9 ]07..,,4j8San HE84°56'00" E, 49838 feet to an iron pin found marking an inferior corner of the said Gabriel Harvard Limited Parptership tract being the most easterly Souiltnst aid I _9327 acre Brown tract, for an interior comer hereof CE line of the said 307.848 acre San Gabriel Harvard Limited Partnership the o e said 103.9327 acre Brown tract, N 9°54'45" W, 350.05 feet to an i p' and 4 W, 383.76 feet to an iron pin found; N 4047'00" E, 575.94 feet to an ' pi 1 ° '15" W. 192.14 feet to an iron pin found; N 40°32'15" E, 13.02 feet to an i a P o 0115'45" K 343.66 &a to an iron pin found mud N 2011'15" W, 319.98 feet to t and 1°56'00" W, 174.07 feet to an iron pin set for the most westerly Northwest oo h THENCE, N 8 °33 'E, to an iron pin set at the beginning of a curve to the right (Radius — 345.00 bears N 64°42'00" E, 154.79 feet), along the said curve for an are distance of 15 . 2 f to no in set and N 77040'00" E, 498.83 feet to an iron pin set for an interior corner , THENCE, N 20°I4'00" 46� uton set at the beginning of a curve to the right, (Radius = 150.00 feet, Long N $'00" E 212.23 feet), along the said curve for an arc distance of 235.76 feet iro m set for the outhwest comer of Lot 1 of Shadow Canyon Commercial, Section 2, 'vision of rd Document NTo. 2010086635 of the Oficial Public Records of Williamson County, along the Southwest line of the said Lot l of Shadow Canyon Commerc' , 2 a curve to the right, (Radius 150.00 feat, Long Chord bears S 67°51' 'E, 12.1 ) arc distance of 235.61 feet to an iron pin set; S 22'52'15" E, 68.23 feet to iron pin the beginning of a curve to the left, (Radius = 797.62 feet, Long Chord bears S40. feet) and along the said curve for an aro distance of 343.43 feet to an iron pin fo th most southerly comer of the said Lot t of Shadow Canyon Commercial, Sectio 2, ! r n r comer hereof; THENCE, N 9°46'45" E, at 655.00 feet, more or less, outheast mer of the said Lot 1 of Shadow Canyon Commercial, Section 2, being the m ly of Shadow Canyon Commemial, Section 1, a subdivision of record in Cabinet E, ' e Plat Records of Williamson County, Texas, and continuing along the eas . e said hadow Canyon Commercial, Section 1, for a total distance of 727.84 feet, in all n found at the beginning of a curve to the left, (Radius = 567.50 feet, Long 13' -W,260.11 feet) along the said curve for an arc distance of 262.44 feet an ' and and N 16033'45" W, at 97.42 feet pass the Southeast comer of that certai 1 0.10 of an acre Dedicated for ROW on the said Shadow Canyon Commerc' S ' n , for total distance of 114.92 feet, in all, to a brass disc in a concrete monument fo n sai e of State Highway No. 29, being the north line of the said 307.848 acre S ri d Assignment of Wastewater Reimbursements and Wastewater Service - Shadow Canyon e 8 EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 74 7 9 of 9 L Brian F. Pet was made on M knowledge and be To certify which, wit 2/✓-� day of marking the Northenst corner of the said Shadow Canyon Commercial, rthedy Northwest comer hereof; south line of State Highway No. 29, N 73128'45" E, 289.39 feet to the 0 containing 278„'.12 acres of land. of Texas No. 22216-278.212 a C'1} 4 Georgdimn Texas Central State Plane KNOW ALL MEN BY THESE PRESENTS Land Surveyor, do hereby certify that this survey y described herein and is correct, to the best of my 0 at Georgetown, Williamson County, Texas, this the Assignment of Wastewater Reimbursements and Waswwat Service— Shadow Canyon EXHIBIT D AND RECORDED LIC RECORDS 2015009038 WASTEWATER SERVICES AGREEMENT vcj . s NON-STANDARD WATER SERVICE AGREEMENT BY AND AMONG CHISHOLM TRAIL SPECIAL UTILITY DISTRICT mill SAN GABRIEL HARVARD LIMITED PARTNERSHIP THE STATE OF TEXAS COUNTY OF WILLIAMSON This Non -Standard Water Service Agreement by and among Chisholm Trail Special Utility District and San Gabriel Harvard Limited Partnership (this "Agreement") is entered into as of the Effective Date, by and among the Chisholm Trail Special Utility District, a conservation and reclamation district created and functioning under Chapters 49 and 65 of the Texas Water Code (the "District") and San Gabriel Harvard Limited Partnership, an Arizona limited partnership ("Developer"). Recitals A. WHEREAS, the District is a political subdivision of the State of Texas and the owner of certain water facilities that it utilizes to provide water service to its wholesale and retail customers; and B. WHEREAS, Developer owns that 308 -acre tract of land located in Williamson County being more particularly described on Exhibit "A' attached hereto that it desires to develop for single family residential and commercial purposes; and C. WHEREAS, Developer desires to obtain water service from the District for future residents and property owners within the Property, and is willing to construct and dedicate to the District certain facilities required to deliver potable water to customers within the Property; D. WHEREAS, the District has agreed to provide retail treated water service to customers within the Property in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: EXHIBIT D WATER SERVICES AGREEMENTS Page 1 of 36 I. DEFINITIONS When used in this Agreement, the following terms will have the meanings set forth below: 1.1 "Agreement" means this Non -Standard Water Services Agreement. 1.2 "BRA" means the Brazos River Authority. 1.3 "BRA Stored Water Rate" means the fee established from time to time by the Brazos River Authority and charged to the District for the water supply BRA agrees to make available to the District from Lake Georgetown. 1.4 "Closing" means the execution and delivery by the District and Developer of all documents conveying, selling, transferring, or assigning the interests and property of Developer in any Interests to be Acquired to the District, and the performance of all acts necessary to complete such execution and delivery. 1.5 "Closing Date" means the date on which a Closing occurs. 1.6 "District System" means the water system now owned or to be acquired by District to serve the District's service territory, and any expansions, improvements, enlargements, additions and replacements thereto, including the Interests to be Acquired, subject to the terms of this Agreement. 1.7 "Effective Date" means the last day of execution of this Agreement by all parties hereto. 1.9 "Interests to be Acquired" means the Internal Facilities, all easements within the Property specified by the District for the Internal Facilities and the Transmission Line, and all other interests that Developer is required to convey to the District under this Agreement. 1.9 "Internal Facilities" means the water subdivision infrastructure to be constructed by Developer and dedicated to the District for providing retail water service to customers within the Property and connecting such infrastructure to the District System. 1.10 "Living Unit Equivalent" or "LUE" means one single-family residential unit, or its equivalent calculated at the rate of 350 gallons of potable water per day, based on a 30 -day average. 1.11 "LUE Commitment" means the 1100 cumulative LUEs of water service capacity in the District System that the District agrees to make available to the Property in accordance with the terms and conditions of this Agreement. 1.12 "Major Facilities" means the water facilities and improvements to be constructed by the District to provide water service to customers within the Property and to other customers of the District, said Major Facilities to include the Transmission Line and Pump Station. 1.13 "Property" means that approximate 308 -acre tract of land located in Williamson County being more particularly described on Exhibit "A" attached hereto. EXHIBIT D WATER SERVICES AGREEMENTS Page 2 of 36 1.14 "Pump Station" means the proposed "Legend Oaks Pump Station" to be located in the vicinity of the intersection of Highway 29 and D.B. Woods Road and to be constructed by the District at its sole cost and expense in accordance with Article lI of this Agreement. 1.15 "Reservation Fee" means an annual fee currently equal to $53.91 per acre-feet per year charged by BRA to the District for reserved Colorado River Basin water; however, the District may adjust the fee from time to time to reflect any actual increase or decrease in the BRA Stored Water Rate for raw water reserved from the Colorado River Basin, or Brazos River Basin, to meet the District's obligations hereunder, as determined solely by the District. The payment of the Reservation Fee by Developer is solely for the reservation of raw water supplies for the Property, and the provision of water service by the District to and within the Property is subject to the terms and conditions of this Agreement. 1.16 "Reservation Period" means a period of time beginning upon the execution of this Agreement and ending at the earlier of the following: (i) at such time as there are 945 active connections within the Property, such number of connections being equal to ninety percent (90%) of the total service commitment made available hereunder; or (ii) upon termination of this Agreement according to its terms, in which event the District's commitment for water service to the Property shall also terminate. 1.17 "Reserved LUES" means the number of LUES reserved for the Property by the District pursuant to this Agreement; provided, however, that said number shall be reduced annually during the Reservation Period in an amount equal to the number of active connections within the Property that connect to the District's water system during the preceding calendar year. 1.18 "TCEQ" means the Texas Commission on Environmental Quality or any successor agency. 1.19 "Transmission Line" means the water transmission main, control valves, and related appurtenances, facilities and equipment to be constructed along Highway 29 from D.B. Woods Road to the existing 20 -inch line owned by the District at the Cimarron Hills development, said Transmission Line to be constructed by the District in accordance with the terms of this Agreement. 1I. WATER SERVICES 2.1 Service Commitment. (a) The District agrees to provide retail water service to customers within the Property in a quantity not to exceed 1100 total LUES in accordance with the terms and conditions of this Agreement. It is acknowledged and agreed by the Parties that forty (40) LUES have been committed for landscape irrigation purposes, and the Developer may reduce the LUEs reserved for such purposes by providing written notice thereof to the District in accordance with Section 3.2. EXHIBIT D WATER SERVICES AGREEMENTS Page 3 of 36 (b) The District's obligation to serve the Property is expressly contingent on Developer's compliance with its obligations under this Agreement and the District's rules, regulations and policies. (c) The Di ct1 ommitment to provide ware ervice to any portion of the Property that is not final pl ed on or before October 1, 2015s alYbecome null and void upon such date. In such event, the R rved LUES be�qualY0 e number of platted lots within the Property which are not active connections at such time, and the amount of the Reservation Fee shall be adjusted accordingly. Thereafter, the District shall be under no obligation to provide service to the unplatted real property until and unless the District and the owner thereof enter into a non - standard service agreement setting forth the terms and conditions pursuant to which the District shall furnish such service. (d) The District shall have no obligation to provide water service to any portion of the Property until all of the following conditions precedent have been satisfied: (i) the lands to be famished water service have been final platted by all governmental entities with jurisdiction; (ii) the Internal Facilities required to provide service to that phase of development within the Property has been completed by the Developer in accordance with plans and specifications approved by the District, are operational, and are accepted by the District; (iii) The Major Facilities have been completed, are operational, and are accepted by the District, it being acknowledged by the District that it anticipates completion of construction of the Major Facilities not later than 18 months after the Effective Date; (iv) all necessary easements and other real property interests in the Property have been dedicated to the District, including easements for the Internal Facilities and the Transmission Line; (v) all required fees and charges have been paid to the District by the Developer and customers within the Property; and (vi) the District has received all necessary governmental approvals for the provision of service to the Property. 2.2 Service. The District shall provide retail water service to customers in the Property in accordance with its standard rules and policies. 2.3 Minimum Pressure. The District will deliver potable water to customers within the Property at a minimum pressure of 35 pounds per square inch at each retail customer meter, or as may otherwise be required by the applicable rules of TCEQ. 4 EXHIBIT D WATER SERVICES AGREEMENTS Page 4 of 36 2.4 Wastewater, Drainage and Other Services. The District will have no obligation with regard to the construction, ownership, operation or maintenance of wastewater, drainage, water quality or other non -water service facilities. 2.5 District Operations. Subject to the terms of this Agreement, the District will be responsible for operating and maintaining its water facilities in good working order; for making all needed replacements, additions and improvements as required for the operation of the facilities; for reading meters, billing and collecting from all customers; and for performing all other usual and customary services and administrative functions associated with water utility systems. 2.6 Source of Water Supply. The District shall have sole discretion in determining the source of water supply to be used for the provision of retail water service to the Property. 2.7 Service Subject to State and Local Approvals. Notwithstanding other provisions in this Agreement, the District will not provide water services in the manner described in this Agreement unless Developer obtains at its sole cost and expense all necessary permits, certificates, and approvals for the Property from Williamson County, the City of Georgetown, TCEQ and other applicable local, state, or federal government bodies to which it is subject. The District will use good faith efforts to obtain all necessary permits and approvals required for the District to provide retail water service to the Property. The Developer agrees to reasonably cooperate with the District in connection with its efforts to secure such permits. 2.8 Water Conservation. (a) The District may curtail service to the Property in times of high system demand or drought, or as may be required by the District's Water Conservation Plan or Drought Contingency Plan, by other regulatory authorities, by entities from whom to the District purchases water supplies, in the same manner as such curtailment is imposed on other similar customers of the District. (b) Developer agrees impose the following restrictions on all subsequent owners of real property within the Property through notes on the final plat(s) for each subdivision within the Property or by restrictive covenants recorded in the deed records of Williamson County: (i) The resubdivision of any lot into multiple lots is prohibited; (ii) Private water wells for domestic purposes are prohibited; (iii) Outside lawn irrigation utilizing the water supply furnished from Chisholm Trail Special Utility District shall not exceed 10,000 square feet irrigable area per lot; (iv) Outside landscaping shall utilize xeriscape vegetation and water conservation practices; and (v) The use of high water demand turf grasses such as St. Augustine grass is prohibited unless installed over top soils with a uniform depth of not less EXHIBIT D WATER SERVICES AGREEMENTS Page 5 of 36 r - than 6 inches, or unless otherwise approved by Chisholm Trail Special Utility District. III. RATES, FEES, AND CHARGES 3.1 Rates. Except as otherwise provided in this Agreement, all retail water customers within the Property will pay the District's standard rates, fees and charges for retail water service, as amended by the Board of Directors of the District from time to time. 3.2 Reservation Fees. (a) Developer agrees to pay the Annual Water Supply Reservation Fee to the District during the Reservation Period. The Annual Water Supply Reservation Fee shall be calculated annually, and shall be equal to the product of multiplying the Reservation Fee tines the Reserved LUEs (expressed in acre-feet) as of September 1 of each year of the Reservation Period (which shall be the LUE Commitment less the total number of active connections within the Property, or which have been released by Developer as provided below, as of September 1). The first Reservation Fee payment shall be made by Developer to the District in full on or before October 1, 2005. All subsequent payments shall be made in full by Developer on or before October 1 of each year that this Agreement remains in effect. The initial Reservation Fee payment shall be equal to $23,720.40, calculated by multiplying $53.91 times 1100 Reserved LUES times 0.40 (the conversion factor between one acre-foot and one LUE). By way of example only, if on September 1, 2006 of this Agreement there are 200 active connections (each equal to 1 LUE) within the Property and the BRA Stored Water Rate remains $53.91 per LUE, then the Annual Reservation Fee payment by Developer to the District, to be paid on or before October 1, 2006, would equal: (1100 LUES — 200 LUES) x 0.40 x $53.91 = $ 19,407.60 (b) Notwithstanding subsection (a) above, Developer at any time during the Reservation Period and upon first giving the District three hundred sixty-five (365) days prior written notice may reduce the number of Reserved LUES for which Developer thereafter has to pay Reservation Fees; provided, however, that the number of Reserved LUEs may never be reduced to an amount less than the quantity required for service to the number of lots within the Property. Any such Reserved LUES so released shall reduce the District's service capacity reservation to the Property accordingly. The written notice furnished by Developer to the District shall specify the number of LUES to be released, and the real property for which the remaining Reserved LUES are allocated. The release of LUES pursuant to this Section shall in no manner reduce or alter Developer's obligation to provide payment of any other fees and charges to the District under this Agreement, including fees pursuant to Section 3.3 below. In the event of a release of LUES pursuant to this Section, then the provision of service to any real property for which no Reserved LUES have been allocated shall require a new application for non-standard service in accordance with the District's standard rules, regulations and policies. 3.3 Prepayment Amount. EXHIBIT D WATER SERVICES AGREEMENTS Page 6 of 36 (a) To assist the District's construction of the Major Facilities and/or other facilities identified in the District's capital improvements plan, the Developer shall pay to the District a sum (the "Prepayment Amount') equal to One Million Five Hundred Ninety -Five Thousand Dollars ($1,595,000). Payment shall be made in full to the District in cash or other immediately available funds on or prior to October 1, 2005. (b) In consideration for Developer's payment of the Prepayment Amount, the District shall credit the initial applicants for single family domestic water service within the Property with the payment of an impact fee for one (1) LUE. The number of applicants that shall be entitled to credit for payment of an impact fee for one (1) LUE shall be equal to the quotient obtained by dividing the Prepayment Amount by $2900 (the "Credited LUES"), or 550 applicants. Notwithstanding the foregoing, in the event the Developer submits an application for water service for purposes of landscape irrigation, the Developer may simultaneously request credit against impact fees that would otherwise be owed to the District for the landscape irrigation meter(s). In the event the Developer makes such a request, then the number of applicants for singe family domestic water service entitled to credit for payment of impact fees shall be reduced accordingly. (c) In the event that Developer fails to timely pay the Prepayment Amount in full to the District in accordance with this Section 3.3, then the District at its option may terminate this Agreement for all purposes, in which event the provision of water service to the Property shall require a new application for non-standard service in accordance with the District's rules. In the event of such termination, all fees previously paid to the District shall be nonrefundable. In the event the District elects to not terminate this Agreement upon such failure, then each applicant for service thereafter shall be required to pay the standard fees and charges for water service set forth in the District's rules and policies, including impact fees. (d) The parties specifically acknowledge and agree that the payments to be made by Developer under this Section 3.3 are impact fees for purposes of Chapter 395, Texas Local Government Code, and that this Agreement represents a written agreement for payment of impact fees in response to the Developer's voluntary request for the reservation of capacity in accordance with Section 395.019, Texas Local Government Code. In the event that any court of competent jurisdiction or governmental agency determines that the Prepayment Amount is unlawful and such determination prohibits payment in accordance with this Section 3.3, then the parties will endeavor in good faith to modify this Agreement as necessary to comply with such ruling. If any such modification cannot be reached within 30 days, then either party may terminate this Agreement and the provision of service to the Property will require the negotiation and execution of a new non-standard service agreement setting forth the terms and conditions on which service will be made available to the Property. 3.4 Subsequent Impact Fee Payments. (e) Prior to the date on which Developer files for approval from the City of Georgetown or other governmental entity with jurisdiction any final plat for a subdivision within the Property that would result, upon approval and recordation, in more individual lots or LUEs within the Property than the Credited LUES, then Developer shall pay, or cause to be paid, to the District an amount equal to $2,900 multiplied by the number of lots to be final platted. The Developer shall not record any final plat until the District has signed the plat, thereby evidencing EXHIBIT D WATER SERVICES AGREEMENTS Page 7 of 36 that it has received payment in full. In return for payment of the foregoing sum, the District shall credit all applicants for service within the final platted subdivisions with the payment of impact fees. (f) In the event that the Developer final plats any subdivisions within the Property after the expiration of three years after the Effective Date of this Agreement, then the amount of payment to be made by Developer for each LUE prior to final platting by Developer shall automatically increase or decrease to the amount of the District's impact fee in effect at the time of final platting. (g) In the event that the District amends its impact fee after receipt of payment by Developer in accordance with this Section 3.4, neither Developer nor any applicant for service within the Property will be required to provide additional payment to the District or entitled to a credit or reimbursement from the District. 3.5 Non -Domestic and Larger Meter Service Requests. The District shall not charge any applicant for standard residential service within the Property an impact fee after receipt by the District of payment in accordance with Sections 3.3 and 3.4. However, any applicant for service within the Property that requests service in excess of one LUE (i.e., service in excess of a standard 3/4 -inch meter), for service other than domestic service, or that would result in the District providing more cumulative service within the Property than the LUE Commitment, will be required to pay the standard fees and charges for water service set forth in the District's rules and policies, including impact fees. 3.6 Other Connection Fees and Charges. Each applicant for retail service within the Property shall be required to pay to the District all standard charges, fees, and deposits for water service applicable to residential customers of the District, as amended by the Board of Directors from time to time. Notwithstanding the foregoing, the District agrees to fix its per lot connection fees and charges at the amounts in effect as of the Effective Date for any applicants for service within a subdivision in the Property for which Developer has provided payment in accordance with Section 3.3 above within three (3) years after the Effective Date. The foregoing "lock -in" shall apply only to fees and charges that are applicable to new connections within the District as a condition of water service, and shall not apply to volumetric water rates, service deposits, and other fees and charges that are not specifically and only applicable to new connections to the District's water system. 3.7 Consultant Fees. Within ten (10) days after the execution of this Agreement and as a condition precedent to performance by the District under this Agreement, Developer agrees to pay or cause to be paid to the District the nonrefundable sum of $9,704.80 for legal, engineering, and administrative fees incurred by the District in connection with the preparation of this Agreement and prior service availability negotiations. In the event that the District's actual costs exceed such amount, Developer shall not be required to pay the additional sum to District. Payment under this section is nonrefundable. If payment is not timely received by the District, then this Agreement shall terminate for all purposes. 3.8 Engineering Reviews. At the time of submittal of the design of each phase of the Intemal Facilities, Developer shall submit a payment to the District of five hundred dollars ($500) per final plat to be served by such phase. 8 EXHIBIT D WATER SERVICES AGREEMENTS Page 8 of 36 3.9 Inspection Fees. Developer shall pay the District $75 per lot at the time each design phase is submitted. The $75 per lot will be used by the District to defray its internal costs for inspecting Internal Facilities. IV. INTERNAL FACILITIES 4.1 Internal Facilities. Developer will construct all Internal Facilities required to extend retail water services to the customers within the Property from the Transmission Line, including all facilities and equipment required to connect the Internal Facilities to the Transmission Line. Upon completion of construction of each phase of the Internal Facilities, the Developer will provide the District with a certificate of completion from the Developer's engineers certifying hat the Internal Facilities have been completed in accordance with the approved plans and specifications. The date upon which the certificate of completion is provided to the District shall be the "Completion Date." Commencing upon the Completion Date, the District will accept the completed facilities for operation. Thereafter, the District and Developer will conduct a Closing in accordance with the procedures set forth in Article VIII, at which Developer will convey the completed Internal Facilities to the District. 4.2 Design of the Internal Facilities. All physical facilities to be constructed or acquired as a part of the Internal Facilities will be designed by a qualified registered professional engineer selected by Developer and approved by the District, which approval will not be unreasonably withheld or delayed. The design will be subject to the approval of the District and all governmental agencies with jurisdiction, and shall comply with the City of Georgetown's water design criteria. The Internal Facilities shall be designed so as to provide continuous and adequate service within the Property and so as to ensure their compatibility with the District's existing water system. The Internal Facilities will include any equipment necessary for water transmission and distribution, water services through the meter box, pressure reducing valves, air release valves, flow control/shut-off valves, master meters, backflow prevention devices, fire hydrants, and other equipment as may be specified by the District. The Developer further agrees to install meter boxes and a flow indicator for fire lines, if any. Any variance to the plans or specifications approved by the District or specified in this Agreement must be submitted in writing to the District and is subject to the District's sole discretion and approval. If the Internal Facilities as constructed by Developer are not in compliance with the agreed specifications approved by the District, then the District may pursue any remedy provided in this Agreement. 4.3 Bidding and Construction of Facilities. (a) The Internal Facilities will be constructed, and all related easements, equipment, materials and supplies will be acquired by Developer in the name of the District, and all construction contracts and other agreements will contain provisions to the effect that any contractor, materialman or other party thereto will look solely to Developer for payment of all sums coming due thereunder and that the District will have no obligation whatsoever to any such ply L'J EXHIBIT D WATER SERVICES AGREEMENTS Page 9 of 36 (b) The construction contract and all change orders for the Internal Facilities will be subject to review and approval by the District, which approval will not be unreasonably withheld or delayed. All construction contracts and change orders will be prepared in compliance with any applicable rules and regulations of the TCEQ and any other governmental entity with jurisdiction. (c) The construction contracts for the Internal Facilities, including the bid tabulation and recommended award, will be submitted to the District for review and approval prior to execution. (d) During construction, any change orders will be subject to review and approval by the District. (e) The Internal Facilities will be constructed in a good and workmanlike manner and all material used in such construction will be substantially free from defects and fit for their intended purpose. The District may have an on-site inspector to inspect and approve the construction, which approval will not be unreasonably withheld or delayed. The Developer shall not cover or allow to be covered any portion of the Internal Facilities until the District has the opportunity to inspect the facilities. The District will notify Developer of any construction defects coming to its attention as soon as practicable. The Developer shall pay the District for inspections in accordance with the standard fees set forth in the District's rules governing water service. (f) Upon completion of construction of each phase of the Internal Facilities, the Developer agrees to furnish the District with one reproduction, three blue -line copies, and one set of AUTOCAD 2004 computer files of the as -built or record drawings of each facility promptly upon completion thereof, and prior to Closing. (g) The District agrees to furnish to Developer such information as may be reasonably necessary to confirm that the Internal Facilities will be dedicated to the District and used for a governmental purposes. The Developer may use such information for purposes of qualifying for a sales tax exemption, but the District makes no representation or guarantee that Developer is entitled to any tax exemption. 4.4 Cost of Internal Facilities to be Funded by Developer. Developer will promptly pay the costs of the Internal Facilities as they become due, including, without limitation, all costs of design, engineering, materials, labor, construction and inspection arising in connection with the Internal Facilities; all payments arising under any contracts entered into by Developer for the construction of the Internal Facilities; all costs incurred by Developer in connection with obtaining governmental approvals, certificates, permits, easements, rights-of-way, or sites required as a part of the construction of the Internal Facilities; and all out-of-pocket expenses incurred in connection with the construction of the Internal Facilities. The District will not be liable to any contractor, engineer, attorney, materialman or other party employed or contracted with in connection with the construction of the Internal Facilities. 4.5 Ability to Construct Internal Facilities. If Developer is unable or unwilling to construct any of the Internal Facilities when required to provide service for development within the Property, then the District may, but is not obligated to, proceed with construction and installation 10 EXHIBIT D WATER SERVICES AGREEMENTS Page 10 of 36 r r. of the Internal Facilities. If the District proceeds with the construction and installation of any Internal Facilities, Developer will take no action that would prevent or unreasonably interfere with the District constructing such facilities or providing water services with such facilities. In addition, the District will be entitled to offset all costs that it incurs in connection with the construction of such Internal Facilities against subsequent reimbursement or payment obligations owed by the District to Developer under this Agreement, and the District shall be entitled to exercise any other right or remedy which may be available under the laws of the State of Texas or this Agreement. The District shall have no obligation to provide water service to any portion of the Property until all Internal Facilities required for service thereto have been completed by the Developer in accordance with the approved plans and specifications, and accepted by the District. V. CONSTRUCTION CONTRACT MATTERS FOR INTERNAL FACILITIES 5.1 Duty to Repair and Warranty. Except as otherwise specified, Developer agrees to repair all defects in materials, equipment or workmanship for the Internal Facilities appearing within one (1) year from the Completion Date to comply with the approved plans and specifications for the Internal Facilities. Upon receipt of written notice from the District of the discovery of any defects, the Developer shall promptly and at its own cost remedy the defects and replace any property damaged therefrom. ht case of emergency where delay would cause serious risk of loss or damage to the District or its customers, or if the Developer, after notice, fails to proceed promptly toward such remedy within thirty (30) days or within another period of time which has been agreed to in writing, the District may have defects in the Internal Facilities corrected in compliance with the terms of this warranty and guarantee, and Developer shall be liable for all costs and expenses incurred by the District in so doing. 5.2 Assignment of Warranty Obligations. In addition to the Developer's duty to repair, as set forth above, the Developer expressly assumes all warranty obligations required by the District under the approved plans and specifications for specific components, materials, equipment or workmanship. The Developer may satisfy its duty to repair and warranty by obtaining and assigning to the District, by written instrument in a form approved by counsel for the District, a complying warranty from a manufacturer, supplier, or contractor. Where an assigned warranty is tendered and accepted by the District that does not fully comply with the requirements of the agreed specifications, the Developer shall remain liable to the District on all elements of the required warranty that are not provided by the assigned warranty. 5.3 General Requirements for Performance and Payment Bonds. (a) To ensure that the Internal Facilities are satisfactorily completed, the Developer shall post a payment bond and performance bond in forms acceptable to the District for all Internal Facilities. (b) The District and Developer shall agree upon an estimated cost of construction of each phase of the Internal Facilities (herein "Cost of the Internal Facilities"). (c) All performance bonds and payment bonds shall be issued in the amount of the Cost of the Internal Facilities as security for the faithful performance and/or payment of the it EXHIBIT D WATER SERVICES AGREEMENTS Page 11 of 36 Developer's obligations under this Agreement. Performance bonds and payment bonds shall be issued by a solvent U.S. corporate surety acceptable to the District and authorized to do business in the State of Texas, and shall meet any other requirements established by law or by the District pursuant to applicable law. The bonds shall be executed or countersigned by a Texas resident agent. (d) All bonds shall be in a form that complies with this Agreement and is approved by counsel for the District. All bonds shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. 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. (e) If the surety on any Bond furnished by the Developer is declared bankrupt or becomes insolvent or its right to do business in the State of Texas is terminated or it ceases to meet the requirements of this Agreement, the Developer shall within ten (10) days thereafter substitute another bond and surety, both of which shall comply with the requirements of this Agreement. 5.4 Performance Bond. The Developer shall obtain a performance bond from its general contractor that shall extend and remain in effect through the warranty period as provided in Section 5.1. The performance bond shall provide that the Developer may assign, without notice to the performance bond's surety, its rights under the performance bond to the District at Closing. The Developer shall execute at Closing a written instrument in a form approved by counsel for the District to assign its rights under the performance bond to the LCRA. 5.5 Payment Bond. (a) Landowner shall obtain from its general contractor a payment bond for all Internal Facilities. The payment bond shall remain in effect until proof that all Developer's due payment in connection with construction of the Internal Facilities, or portion thereof as appropriate, pursuant to this Agreement have been properly paid, or until the statutory time for notice of unpaid bills has expired, whichever is later. (b) Claims on Payment Bonds must be sent directly to the Developer and its Surety in accordance with §2253.041, Texas Government Code. The District is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no responsibility because of any representation by an agent or employee. 5.6 Insurance. Developer shall require that all workers involved with the installation and construction of the Internal Facilities are covered by workers' compensation insurance as required by the laws of the State of Texas. Developer shall also procure and maintain, at its own cost, or require that its contractors procure and maintain, comprehensive general liability insurance insuring against the risk of bodily injury, property damage, and personal injury liability occurring from, or arising out of, construction of the internal Facilities, with such 12 EXHIBIT D WATER SERVICES AGREEMENTS Page 12 of 36 insurance in the amount of a combined single limit of liability of at least $1,000,000 and a general aggregate limit of at least $1,000,000. Such insurance coverage shall be maintained in force at least until the completion, inspection and acceptance of the Internal Facilities by the District. The District shall be named as an additional 'insured on all such insurance coverages. VI. MAJOR FACILITIES 6.1 Facilities to be Constructed by the District. Subject to Developer's compliance with the terms and conditions of this Agreement, including payment to the District for the costs of the Transmission Line, the District will construct the Major Facilities, and all other improvements to the District System (other than the Internal Facilities, which shall be constructed by Developer), such that the District will be able to provide retail water service to the Property in accordance with the service commitment set forth in Section 2.1. 6.2 Operation and Maintenance Responsibility. Except as otherwise agreed upon in writing by the Parties, the District will be responsible for ownership, operation and maintenance of the Major Facilities. 6.3 Construction of the Major Facilities. The Major Facilities will be constructed by, and all sites, easements, equipment, materials and supplies will be acquired in the name of, the District. 6.4 Costs of Major Facilities. Provided the Developer furnishes timely payment of the Prepayment Amount to the District and otherwise complies with its obligations hereunder, the District shall be responsible for all payments to contractors for the design and construction of the Major Facilities. VII. REAL PROPERTY ACQUISITION 7.1 Easements. (a) All Internal Facilities located within the Property shall be constructed within public right of way or within easements conveyed by Developer to the District, as specified by the District, at no cost to the District. The District shall approve the form of the easements in advance. The District shall approve the physical location of water lines within public rights-of- way and public utility easements, when such facilities are authorized to be located therein, to prevent conflicts with other utilities, road improvements, drainage improvements, or other utilities. (b) All water lines that will be utilized by the District to deliver water to adjacent properties in the future, as determined by the District, shall be located within an exclusive and perpetual easement dedicated to the District. (c) Except as otherwise agreed in writing by the District, the Transmission Line shall be constructed within a perpetual and exclusive easement dedicated to the District and in a form approved in advance by the District, said easement to be conveyed by Developer to the District 13 EXHIBIT D WATER SERVICES AGREEMENTS Page 13 of 36 at no cost to the District. The permanent easement shall be not less than 20 -feet wide, with an overlaying 50 -foot wide construction easement, on the Property along and parallel to State Highway 29. 7.2 Off -Site Real Property Interests. Except as otherwise provided herein, the District is responsible for securing, at its sole cost and expense, all easements or other real property interests required for construction of the Major Facilities, or any improvements to the District System. VIII. CONVEYANCE AND CLOSING 8.1 Interests to be Acquired. Subject to the conditions set out in this Agreement, the Developer agrees to convey to the District the following, which are collectively referred to as the "Interests to be Acquired": (a) the Internal Facilities, or any portions thereof, when they are finally constructed and accepted by the District; (b) all easements necessary for the operation and maintenance of the Internal Facilities and the Transmission Line, including access easements from public roads. The easements must have a minimum width of twenty (20) feet, unless otherwise provided by the District or specified in this Agreement. Such easements shall be at locations approved by the District and in the form approved by counsel for the District; (c) all maps, drawings, engineering records, and office records in the possession of the Developer relating to the Internal Facilities; and, (d) all of the contracts, leases, warranties, bonds, permits, franchises, and licenses in the possession of the Developer related to or arising out of the acquisition, construction and operation of the Interests to be Acquired (the "Contracts"). 8.2 Legal Description of Real Property. Prior to Closing, the Developer shall provide the District with a survey of all real property or easements to be transferred at the Closing to the District by virtue of this Agreement. 8.3 Manner of Transfer. (a) Any personal property to be transferred shall be transferred by Bill of Sale and Assignment free of liens and encumbrances, with a covenant on the part of the Developer that it is the lawful owner and has a lawful right to transfer and deliver such property. (b) All easements to be conveyed by Developer to the District at each Closing shall be in a form approved by counsel to the District. 14 EXHIBIT D WATER SERVICES AGREEMENTS Page 14 of 36 (c) All of the Developer's rights, title and interest in and to any contract included within the Interests to be Acquired shall be transferred to the District by assignment in a form approved by counsel to the District. 8.4 Title Commitment Review. (a) At least 20 days prior to any Closing Date, Developer, at its sole cost and expense, will furnish to the District and the District's counsel a commitment for the issuance of an owner's policy of title insurance to the District from a title company, committing to insure any real property to be conveyed to the District at the upcoming Closing, together with good legible copies of all documents constituting exceptions to title as reflected in the title commitment and copies of any surveys of the real property in Developer's possession. Any updates of the surveys will be at the District's sole expense. (b) The District will have 20 days after receipt of the title commitment and available surveys with respect to any particular real property to review such title commitment and surveys and to deliver to the Developer written notice of any objections to the matters set forth in such title commitment and surveys. Any items to which the District does not object within this 20 - day period will be deemed to be "Permitted Exceptions". As to items to which the District makes objections, the Developer will have an obligation to cooperate with the District to effectuate the cure of such objections. 8.5 Title Policy. As soon as reasonably practical after each Closing, the Developer will furnish the District, at Developer's sole cost and expense, with an owner's policy of title insurance issued by the Title Company on the standard form in use in the State of Texas, insuring good and indefeasible title to the applicable real property in the District, subject only to the standard printed exceptions. 8.6 Costs and Expenses. All costs and expenses in connection with the Closings under this Agreement will, except as otherwise expressly provided in this Agreement, be borne by the Developer and the District in the manner in which such costs and expenses are customarily allocated between the parties at closings of the purchase or sale of real property in the Georgetown, Texas area. 8.7 Risks Pending Closing. (a) If, on any Closing Date, any proceeding is pending before any court or administrative agency of competent jurisdiction, challenging the legal right of either the Developer or the District to make and perform this Agreement, the Developer and the District, respectively, will have the right, at any time prior to the Closing Date, to suspend and postpone the Closing until such right will have been sustained by a final judgment of a court of competent jurisdiction. (b) The Developer agrees that, until each Closing, it will maintain insurance in such amounts as are reasonable and prudent, based on the nature of the facilities, on those components of the Interests to be Acquired that have not already been conveyed to the District. If, between the Effective Date and any Closing, any part, whether substantial or minor, of the Interests to be Acquired to be conveyed are destroyed or rendered useless by fire, flood, wind, or other casualty, 15 EXHIBIT D WATER SERVICES AGREEMENTS Page 15 of 36 the District will not be released from its obligations hereunder; however, as to any portion of the Interests to be Acquired so damaged or destroyed, the Developer will make repairs and replacements to restore the Interests to be Acquired to their prior condition regardless of whether the insurance obtained by Developer covers such repair or replacement. IX. CONDITIONS, REPRESENTATIONS AND WARRANTIES 9.1 Indemnification. DEVELOPER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE DISTRICT, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DEBTS, SUITS, CAUSES OF ACTION, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, LIABILITIES, AND COSTS, INCLUDING REASONABLE ATTORNEY FEES AND DEFENSE COSTS INCURRED BY THE DISTRICT ARISING OUT OF OR RELATING TO: A) THE BREACH OF ANY WARRANTY OR REPRESENTATION OR OTHER OBLIGATION OF DEVELOPER UNDER THIS AGREEMENT, OR B) THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE INTERNAL FACILITIES AND TRANSMISSION LINE. DEVELOPER FURTHER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE DISTRICT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DEBTS, SUITS, CAUSES OF ACTION, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, LIABILITIES, AND COSTS, INCLUDING REASONABLE ATTORNEY FEES AND DEFENSE COSTS ARISING OUT OF OR RELATING IN ANY WAY TO DEVELOPERS' NONCOMPLIANCE WITH APPLICABLE LAWS, ORDINANCES AND REGULATIONS AND/OR FAILURE TO OBTAIN REQUIRED PERMITS) AND APPROVAL(S) GOVERNING DEVELOPMENT OF THE PROPERTY OR PERTAINING TO THIS AGREEMENT, EXCEPTING ONLY THOSE DAMAGES, LIABILITIES, OR COSTS ATTRIBUTABLE TO THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE DISTRICT. This indemnity shall survive the termination of this Agreement and shall be binding upon and inure to the benefit of the parties hereto and their respective successors, representatives and assigns 9.2 Representations of Developer. With respect to the sale and conveyance of the Interests to be Acquired to be conveyed by it, the Developer acknowledges, represents and agrees that: (c) It is an Arizona limited partnership qualified in all respects to conduct business within the State of Texas; (d) It has not created or permitted any third person to create any liens, leases, options, claims, encumbrances or any other adverse rights, claims or interests with respect to the Interests to be Acquired that will prevent or hinder its ability to transfer good and warrantable title in same to the District; (e) It will be the true and lawful owner of the Interests to be Acquired to be conveyed hereunder and, except as provided under financing documents that will be released at the respective Closing, no other third person or entity, public or private, will possess a right or Ti EXHIBIT D WATER SERVICES AGREEMENTS Page 16 of 36 interest, legal or equitable, nor any lien, encumbrance or other adverse claim, present or contingent, in or to the Interests to be Acquired; (f) Except as provided under financing documents that will be released at the respective Closing, it has not previously sold, assigned, transferred, leased, pledged or hypothecated its ownership interest in or to Interests to be Acquired and, prior to each Closing contemplated in this Agreement, will not sell, assign, transfer, lease, pledge, or otherwise hypothecate any interest in or to the Interests to be Acquired to any third person or entity; except as provided under financing documents that will be released at the respective Closing; (g) It has not entered into any agreement, written or oral, with any third party, wherein any such third party has agreed to reimburse it for the cost of design or construction of the Interests to be Acquired or any portion thereof, or wherein any third party has acquired a right to purchase such facilities; (h) The contemplated transfer of the Interests to be Acquired to the District will not violate any tern, condition or covenant of any agreement to which it is a party; (i) Execution of this Agreement and the consummation of the transactions contemplated hereunder will not constitute an event of default under any contract, covenant or agreement binding upon it; 0) The contemplated transfer of the Interests to be Acquired to the District will not violate the provisions of the United States Constitution, the Texas Constitution, or any federal, state or local law, ordinance or regulation; (k) It has not previously granted any right or option to any other person, entity or political subdivision to acquire or use the Interests to be Acquired and agrees to defend and hold the District harmless from all claims or causes of action asserted by any third person, entity or political subdivision alleging a right or option to acquire or use the Interests to be Acquired or any portion thereof; (1) Except as provided herein, it has not previously entered into any agreement or caused or otherwise authorized any action that would diminish, eliminate or adversely affect the District's contemplated ownership or use of the Interests to be Acquired or the value of same; and (m) The Developer agrees that each subdivision plat for the Property shall contain restrictions prohibiting the subdivision of lots within the Property and prohibiting private water wells for domestic or drinking water purposes. The District is executing this Agreement and tendering payment under this Agreement in reliance on each of the warranties and representations set forth above and each such representation and warranty will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. 9.3 Representations of the District. The District represents and warrants to Developer that: 17 EXHIBIT D WATER SERVICES AGREEMENTS Page 17 of 36 (a) the District is a political subdivision of the State of Texas duly created by and validly operating under and pursuant to the provisions of Chapters 49 and 65 of the Texas Water Code, and has the requisite power and authority to take all necessary action to authorize the purchase of the Interests to be Acquired from Developer and to execute and deliver this Agreement and to perform all obligations hereunder; (b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the District and the person executing this Agreement on behalf of the District has been fully authorized and empowered to bind the District to the terms and provisions of this Agreement; (c) This Agreement does not contravene any law or any governmental rule, regulation or order applicable to the District; (d) The execution and delivery of this Agreement and the performance by the District of its obligations hereunder do not contravene the provisions of, or constitute a default under, the terms of any indenture, mortgage, contract, resolution, or other instrument to which the District is a parry or by which the District is bound; (e) The contemplated acquisition of the Interests to be Acquired by the District will not violate any term, condition or covenant of any agreement to which the District is a party; (f) The contemplated acquisition of the Interests to be Acquired by the District will not violate the provisions of the United States Constitution, the Texas Constitution, or any federal, state or local law, ordinance or regulation; and Developer is executing this Agreement in reliance on each of the warranties and representations set forth above and each such representation and warranty of the District will survive the execution and delivery of this Agreement and the consummation of each of the transactions contemplated by this Agreement. 9.4 Survival of Covenants. The covenants contained in this Article will survive the conveyance, transfer and assignment of the Interests to be Acquired at all Closings and will continue to bind the District and Developer as provided herein. X. REMEDIES 10.1 District Remedies. (a) If Developer fails or refuses to timely comply with its obligations hereunder, or if, prior to any Closing, a Developer's representations, warranties or covenants contained herein are not true or have been breached, the District will have the right to enforce this Agreement by any remedy at law or in equity to which it may be entitled; or waive prior to or at Closing as applicable, the applicable objection or condition and to proceed to close their transaction in accordance with the remaining terms. 18 EXHIBIT D WATER SERVICES AGREEMENTS Page 18 of 36 (b) If,' after any Closing, the District determines that any of a Developer's representations, warranties or covenants which applied to the Closing are not true, then the District may avail itself of any remedy at law or in equity to which it may be entitled. 10.2 Developer Remedies. (a) If the District fails or refuses to timely comply with its obligations hereunder, or if, prior to any Closing, the District's representations, warranties or covenants contained. herein are not true or have been breached, Developer will have the right to enforce this Agreement by any remedy in equity to which it may be entitled; or waive prior to or at Closing as applicable, the applicable objection or condition and to proceed to close their transaction in accordance with the remaining terms. (b) If, after Closing, a Developer determines that any of the District's representations, warranties or covenants which applied to the Closing are not true, then the Developer may avail itself of any remedy in equity to which it may be entitled. XI. NOTICES 11.1 Addresses. All notices hereunder from Developer or Developer to the District will be sufficient if sent by certified mail or facsimile transmission with confirmation of delivery, addressed to the District to the attention of General Manager, Chisholm Trail Special Utility District, P.O. Box 249, Florence, Texas 76527, Facsimile (254) 793-3100. All notices hereunder from the District to Developer will be sufficiently given if sent by certified mail or facsimile transmission with confirmation of delivery to Developer to the attention of at Harvard Investments Chris Cacheris 17700 North Pacesetter Way Scottsdale, Az 85255 XII. MISCELLANEOUS 12.1 Execution. This Agreement may be simultaneously executed in any number of counterparts, each of which will serve as an original and, will constitute one and the same instrument. 12.2 Costs and Expenses. Except as otherwise expressly provided herein, each Party will be responsible for all costs and expenses incurred by such Parry in connection with the transaction contemplated by this Agreement. 12.3 Governing Law. This Agreement will be governed by the Constitution and laws of the State of Texas, except as to matters exclusively controlled by the Constitution and Statutes of the United States of America. 12.4 Successors and Assigns. The assignment of this Agreement by either Party is prohibited without the prior written consent of the other Party, which consent will not be unreasonably withheld. All of the respective covenants, undertakings, and obligations of each of the Parties will bind that Party and will apply to and bind any successors or assigns of that Party. 19 EXHIBIT D WATER SERVICES AGREEMENTS Page 19 of 36 12.5 Headings. The captions and headings appearing in this Agreement are inserted merely to facilitate reference and will have no bearing upon its interpretation. 12.6 Partial Invalidity. If any of the terms, covenants or conditions of this Agreement, or the application of any term, covenant, or condition, is held invalid as to any person or circumstance by any court with jurisdiction, the remainder of this Agreement, and the application of its terms, covenants, or conditions to other persons or circumstances, will not be affected. 12.7 Waiver. Any waiver by any Parry of its rights with respect to a default or requirement under this Agreement will not be deemed a waiver of any subsequent default or other matter. 12.8 Amendments. This Agreement may be amended or modified only by written agreement duly authorized by the governing body of the District and executed by the duly authorized representatives of both Parties. 12.9 Cooperation. Each Party agrees to execute and deliver all such other and further instruments and undertake such actions as are or may become necessary or convenient to effectuate the purposes and intent of this Agreement. 12.10 Venue. All obligations of the Parties are performable in Williamson County, Texas and venue for any action arising hereunder will be in Williamson County. 12.11 Third Party Beneficiaries. Except as otherwise expressly provided herein and except with respect to the Contracts assumed by the District, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties, any rights, benefits, or remedies under or by reason of this Agreement. 12.12 Representations. Unless otherwise expressly provided, the representations, warranties, covenants, indemnities, and other agreements will be deemed to be material and continuing, will not be merged, and will survive the closing of this transaction and the conveyance and transfer of the Interests to be Acquired to the District. 12.13 Exhibits. All exhibits attached to this Agreement are hereby incorporated in this Agreement as if the same were set forth in full in the body of this Agreement. 12.14 Entire Agreement. This Agreement, including the attached exhibits, contains the entire agreement between the Parties with respect to the hrterests to be Acquired and supersedes all previous communications, representations, or agreements, either verbal or written, between the Parties with respect to such matters, including the Letter Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, sealed and attested in duplicate by their duly authorized officers, as of the Effective Date. 20 EXHIBIT D WATER SERVICES AGREEMENTS Page 20 of 36 Secretary CHISHOLM TRAIL SPECIAL UTILITY DISTRICT By: a Eax'/ Ed Pastor, President SAN GABRIEL HARVARD LIMITED PARTNERSHIP An Arizona limited partnership By: Georgetown 308, LLC, an Arizona limited liability corporation, its general partner By: Harvard Investments, Inc., a Nevada Corporation, its Mana 2, By: Name: Chris ac ris Title: Vice Pres' ent EXHIBIT D WATER SERVICES AGREEMENTS Page 21 of 36 THE STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the /�-J day of n.fAAa !i 2005, by Ed Pastor, President of Chisholm Trail Special Utility District, a co&ervation and reclamation district created and functioning under the laws of the State of Texas, on behalf of said conservation and reclamation district. .ar BILLIE J. ATKINSON y4 �E'Y "0Wypgie.gmdTm (SEAT.) '+sa• ~ MARCH 30,20M THE STATE OF TfXAS f Paal(ux COUNTY OF Wffat9k99N– �/ NotaryyPubli tate of Texas This instrument was acknowledged before me on the fVi - day of =�- 2005, by Chris Cacheris, Vice President of Harvard Investments, Inc., a Nevada corporation, Manager to Georgetown 308, LLC, general partner to San Gabriel Harvard Limited Partnership, on behalf of said limited partnership. Notary Publi , tate of Texas r. 'til Notary Publle Slate ofArmotta Maacopa County AUSTIN -1\184703\8 Mary I. Taylor 19227-1 06/20/2002 0:Exphea 1128108 EXHIBIT D WATER SERVICES AGREEMENTS Page 22 of 36 FIRST AMENDMENT TO NON-STANDARD WATER SERVICE AGREEMENT (Shadow Canyon) THE STATE OF TEXAS COUNTY OF WILLIAMSON This First Amendment To Non -Standard Water Service Agreement ("Amendment") is entered into as of the Effective Date, by and among the Chisholm Trail Special Utility District, a conservation and reclamation district created and functioning under Chapters 49 and 65 of the Texas Water Code (the "District") and San Gabriel Harvard Limited Partnership, an Arizona limited partnership (the "Developer"). Recitals A. WHEREAS, the District and Developer entered into that certain Non -Standard Water Service Agreement effective September 1, 2005 (the "Service Agreement) setting forth the terms and conditions pursuant to which the District agreed to provide retail water service to certain property described therein (the "Property", as defined in the Service Agreement); and B. WHEREAS, the Service Agreement provides that the District's commitment to provide water service to any portion of the Property that is not final platted on or before October 1, 2015 shall become null and void upon such date; and C. WHEREAS, as a result of general economic conditions, final platting of the Property has been delayed, and the Developer has requested that the deadline for platting be extended until October 1, 2020; and D. WHEREAS, the Parties desire to amend the Service Agreement in order to extend the platting deadline. NOW, THEREFORE, in exchange for the mutual benefits to be derived from this Amendment, the sufficiency of which is hereby acknowledged, the District and the Developer hereby agree as follows: 1. The Parties agree that the first sentence in Section 2.1(c) of the Service Agreement is hereby amended to read in its entirety as follows: "(c) The District's commitment to provide water service to any portion of the Property that is not final platted on or before October 1, 2020 shall become null and void upon such date." 2. This Amendment may be simultaneously executed in any number of counterparts, each of which will serve as an original and, will constitute one and the same instrument. 3. All other terms, conditions and provisions set out in the Service Agreement, and its exhibits, except as specifically amended herein, shall remain in full force and effect. EXHIBIT D WATER SERVICES AGREEMENTS Page 23 of 36 4. All capitalized terms in this Amendment that are not otherwise defined herein shall have the meanings set forth in the Service Agreement. 5. The Effective Date of this Amendment shall be the date on which it has been executed by all the Parties. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed, sealed and attested by their duly authorized officers, as of the Effective Date. ATI B3 CHISHOLM TRAIL SPECIAL UTILITY DISTRICT By:- ✓ Qdt�d��� Pat Gower, President SAN GABRIEL HARVARD LIMITED PARTNERSHIP An Arizona limited partnership By: Georgetown 308, LLC, an Arizona limited liability corporation, its general partner By: Harvard Investments, Inc., a Nevada Corporaits Mana r, BY: N /o-/ r Title: V• l?. 1 EXHIBIT D WATER SERVICES AGREEMENTS Page 24 of 36 THE STATE OF TEXAS COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the P9 day of 2013, by Pat Gower, President of Chisholm Trail Special Utility District a conservation and reclamation district created and functioning under the laws of the State of Texas, on behalf of said conservation and reclamation district. of Texas LINDA RUTH WHITE Notary Public, State of Texas (SEAL) My Commission Expires 118 May 24. 2016 THE STATE OF ARIZONA COUNTY OF Maricopa This instrument was acknowledged before me on the 5h day of September, 2013, by Christopher J. Cacheris, the Vice President of Harvard Investments, Inc., a Nevada corporation, M C., general partner of San Gabrie Harvard Limited P S.lMy n beh $.sWddFimited artnership. Notary Public - ArInne Markops County Comm. Expires Oct 28, 20 otary Publi , tate of A 'zona Description of document this Arizona notarial certificate is being attached to: Type/Title First Amendment to Non -Standard Water Service Agreement (Shadow Canyon) Date of Document Effective Date (signed by Christopher J. Cacheris 9/5/13) Number of Pages 3 Additional Signers (other than those named in the notarial certificate Pat Gower EXHIBIT D WATER SERVICES AGREEMENTS Page 25 of 36 49 11 PGS 2015009031 ASSN ASSIGNMENT OF ASSIGNMENT OF WATER LIVING UNIT EQUIVALENTS AND WATER CREDITS (this "Assignment') is entered into as of November Q_, 2014 (the by and between SAN GABRIEL HARVARD LIMITED 3IP, izona limited partnership ("Assignor'), 278 GEORGETOWN, n 'Assignee"), CffiSHOLM TRAII SPECIAL UTILITY a c nse and reclamation district created and functioning under Chapters s ater Code (the "Water District"), and THE CTTY OF i e ome-rule municipal corporation ("Georgetown"). A. Assi o is a the Water District a d As Amendment To Non - Acre Tract') to receive, 'k g capacity (the "Total Water IJUEfr living unit equivalents in the No/100 Dollars ($1,595,000.00 Credits'), subject to the terms and B. On the Effective Date, As 278.212 acres of land out of the 308 Acre Exhibit "A" (the "Acquired Property"), fr RECITALS , tain Non -Standard Water Service Agreement between or about September 1, 2005 (as amended by the First ce Agreement, dated effective September 19, 2013, the >ignor's approximate 308 -acre tract of land (the "308 �gs, (i 1100 living unit equivalents of water service e c rtain prepaid water impact fee credits for 550 e on Five Hundred Ninety Five Thousand and 1 been paid by Assignor (the "Water Impact Fee is of such VON Service Agreement. C. In addition to the Acquired PropM hundred (600) of the Total Water LUES (the "Assis remaining five hundred (500) LUEs of the Total Credits for the benefit of the Acquired Property. D. Pursuant to this Assignment, Assignor to Assignee, and Assignee desires to accept and a Water Impact Fee Credits. among other things, approximately iption of which is attached hereto as E. The Water District and Georgetown entered into System Consolidation Agreement on or about October 15, 2013, Agreement on or about September 12, 2014, whereby the Water D and assigned most of its contracts to Georgetown. acquiring from Assignor (i) six s ), with Assignor reserving the and (ii) the Water hnpact Fee AGREEMENT AND ASSIGNMENT transfer, and convey Vater LUES and the NOW, THEREFORE, for and in consideration of the mutual promises parties, and other good and valuable consideration, including the sum of Ten the receipt and sufficiency of which are hereby acknowledged, the Water Dist Ass pment of Water LUFs end Water Impact Fee Credhs— Shadow Canyon 11461457v.6 EXHIBIT D WATER SERVICES AGREEMENTS and Utility lent to said of its assets "'/P el Page 26 of 201 2of11 , and Assignee agree as follows: Assignment and Assumption of Assigned Water LUES and Water I>slpact Fee ct to the terms of Section 3 below and the terms and conditions of the Water Service ssignor hereby assigns, transfers, and conveys to Assignee, and Assignee hereby Wme -Begn Assignor, (i) the Assigned Water LUES, and (ii) the Water Impact Fee On in b ations. Assignee agrees that Assignor shall have no further obligati s r th e 'ce Agreement to perform any obligations thereunder with respect to the Ass' a at or the Water Impact Fee Credits, or otherwise with respect to the Acquired P pe Assignee agrees that all such obligations shall be the obligations of Assignee, who er sumes such obligations. In this regard, and pursuant to the assignment set forth in Se ctr n be s gnee j�reby agrees to pay to Georgetown 54.55% of the Annual Water Supply Rese a on fe t d to the Water District as of October 1, 2014, is now due to Georgetown, but no et cu and invoiced, based on the number of "Reserved LUES" (as the term is defin m W er ervice Agreement) as of September 1, 2014, pursuant to Section 3.2 of the Water ery A em e t. The obligations of Assignee hereby assumed include, without limitation, the obh a ' n to y he Re ervation Fee attributable to the Assigned Water LUES pursuant to Section 3 anto su t pact Fee Payments pursuant to Section 3.4 attributable to the Acquired erty ay engineering review fee and all inspection fees and other fees attributable to operty, and (iii) construct all additional Internal Facilities with respect to the Acq ed operty as r pursuant to Article IV of the Water Service Agreement, and perform all gations un Artic V, Article VII and Article VIII of the Water Service Agreement with respect to the em rli es required to provide service to the Acquired Property. Assignee specifically um s' or' obligations under Section 9.1 of the Water Service Agreement with respect to e a non ompliance of Assignee relating to the Acquired Property. 3. Consent of Georgetown. Pursuant t ass' ent set forth in Section 5 below, Georgetown hereby consents to the assignment by ssr r h under, as required pursuant to the terms of the Water Service Agreement.\ 4. Further Assurances. Assignor, Assignee, 4e aterWtri t and Georgetown will take such further actions, and execute and deliver such ful er d u ts, the other party may reasonably request for the purpose of more fully effectuating e ' e ' g the transactions contemplated by this Assignment. 5. Consent to Assignment. Assignor and Assignee h b a an SALE, ASSUMPTION, ASSIGNMENT, TRANSFER, OR DEL Agreement by the Water District to Georgetown as of the date here o el Water District's rights, benefits, and privileges and all of the Water Distri s d e obligations under, or arising in connection with, the Water Service Agreem t Agreement is hereby amended to reflect this consent. The Water District has O ASSUMED, TRANSFERRED, OR DELIVERED the Water Service Agreement which has assumed all the Water District's obligations thereunder. Assignment of Wetc LUPs and Wena Impact I m Ltrdits —Shadow Canyon 11461457v.6 EXHIBIT D WATER SERVICES AGREEMENTS t to the Service I of the ies. and Vof Page 201 3of11 ``—�6. CCN. The parties understand and acknowledge that the 308 Acre Tract is currently oc ted ithin the water certificate and convenience service area of the Water District. However, y c act Georgetown owns and operates the water system that will serve the 308 Acre Tract. e ter District water certificate and convenience and necessity is transferred to r Georgetown otherwise acquires a water certificate of convenience and necessity at QjcJudes e Tract, retail customers on the 308 Acre Tract will be considered retail w r cus of ater District. The Assignor and Assignee hereby agree to support and not ec or' o ose any efforts by Georgetown to acquire or seek transfer of a water certifi tE o nn niencean necessity that would include the 308 Acre Tract. 7. ce e l! This Assignment shall be governed by and construed in accordance tth e 1 s of the State of Texas. No amendments to this Assignment shall be effective, unl s wn ' g and signed by each of the parties. This Assignment may be executed in mu tpl coynip s, eachof which shall be deemed an original, but all of which shall constitute on an the §§�a a in ent. pages follow.] 0 Assignment of Water L11Fs and Water Impact Fee Credits —Shadow Canyon 11461457v.6 EXHIBIT D WATER SERVICES AGREEMEI 201 4of11 ASSIGNOR: SAN GABRIEL HARVARD LEWMD PARTNERSHIP, an Arizona limited partnership By: Georgetown 308, L.L.C., an Arizona limited liability company, its general partner / s ) By: Harvard Investments, Inc., a Nevada corporation, its Manager Nam . 'stop er J. Cacheris Title_ Vice Pre ident STATE OF 1 Irv.I J COUNTY OF 1 I ISG § This instrument was acknowl ged beforejma€ Christopher J. Cacheris, Vice President of Manager of Georgetown 308, L.L.C., an San Gabriel Harvard Limited Partnership, entities. Not MARY I. TAYLOR Not Notary Public - Arizona Maricopa County • My Comm. Expires Oct 28. 2016 Assignment ofWat,=LUEs and Wm LnpdF'a Credits—Sbadow Canyon 11461457v.6 EXHIBIT D on ' the b� day of November, 2014, by nts, Inc., a Nevada corporation, as lA H ility company, as general partner of 5na.lifitited partnership, on behalf of those WATER SERVICES AGREEME 2015009037\Pane 5 of 11 STATE OF COUNTY( This Straub, Pres [seal] Assigmmt of Wa 11461457x.6 ASSIGNEE: 278 GEORGETOWN, INC., a Texas corporation Name: Jos Aub Title: Pres dent 201 6of11 COUNTY District [seal] Assignment of Water LUFs and Waler Impact Fee credits— Shadow Canyon 11461457v.6 201by r�i} on alf of said, hishohn Trail Special 7of11 STATE COUNTY This instramentWE mt'%'h2 [seal] slate of Comm. EXP. I CITY OF GEORGETOWN, TEXAS By: LV1 Name: .A A L tr V6 5 5 Title: qg &UQ4'Z- meonF 6ru 9, 2014? -by DALE- Ross , rC-XAS , on behaljW said City of Georgetown, Texas. iblic, State of Texas printed name:nPSsic w 9%a —fTLF 0 AssignmentofWa LUESand Wats hnpwt F=Cmdits—Shadow Canyon 11461457v.6 EXHIBIT D WATER SERVICES AGREEMENTS e7 Page 32 of 201 8of11 s►•4: ut LEGAL DESCRIPTION OF THE ACOUERED PROPERTY the northerlyNo Partnersship IMTdi conveyed to M No. 2007014835 of northerly Northeast c of land, situated in the Isaac Donagan Survey, Abstract No. 178 and the vey, Abstract No. 608, in Williamson County, Texas, said land being a tract of land, called 307.848 acres, as conveyed to San Gabriel Harvard in Arizona limited partnership, by deed recorded as Document No. Public Records of Williamson County, Texas. Surveyed on the e 2014, under the supervision of Brian P. Peterson, Registered and being more particularly described as follows; on the south line of State Highway No. 29, marking the most e -referenced 307.848 acre San Gabriel Harvard Limited mer of that certain tract of land, called 10.550 acres, as �C, a Texas limited liability company, of record as Document V4 Records of Williamson County, Texas, for the most THENCE, S 4°31'00" W, 1.55 met 307.848 acre San Gabriel I the said 10.550 acre MGC Dev A marking an interior comer of the said tract, being the most westerly corner of tract, for An interior comer hereof; THENCE, along the northeasterly'line of the Partnership tract, and the southv ly I' t] tract, S 72048'45" E. 556.79 feet to an ' n pi found; and N 69'18'00" E, 197.85 feet to 60 easterly Northeast corner of the said 307.84 re being an interior comer of the said 10.55D acre easterly Northeast comer hereof; we San Gabriel Harvard Limited SO acre MGC Developmtmt, LLC, x'15" E, 70.62 feet to an iron pin a 14" Live Oak, marking the most 1,kw d Limited Partnership tract, THENCE, along the east line of the said 307.848 tract, S 26001115" E, 51.61 feet to an iron pin foImarMGC Development, LLC, tract, being the most wamr, Tract Five, Parcel Thee, as conveyed t Robertson, Jay Leon Wolf, Jr., and Iva Wolf McLachlan, by 2009090679 of the Official Public Records of Williamson Col LLC, tract, for the most the west line of the said 291.09 acre Hmdelang, et al, tract, S 210 pin found; (an iron pin found bears N 43'51" W, 2.64 feet and a nail by 2.90 feet); S 21'17'00" E, 391.76 feet to an iron pin found; S 24'58'151 pin found; 5 19'39'00" E. 207.78 feet to an iron pin found; S 21'58'45" pin found; S 20'56' 15" E, 911.34 feet to an iron pin found and S 21141 Assignment of Water LUES and Water Impact rte Credits — Shadow Canyon 11461457v.6 EXHIBIT D WATER SERVICES AGREEMENTS Limited Partnership 3t comer of the said that certain 291.09 Wang- Susan Jane ocNo. ument g along to an iron 'ss' n 9iron w t9prto an 9 Page 33 of 2015009OMPage 9 of 11 nqu-pin on, or near, the south line of the Isaac Donagan Survey, A-178, being the north itte f in mpson Survey, A-608, marking a southwesterly comer of the said 29I.09 ang, et tract, being on the north line of that eertam tract of land, called 457 acres, yed to by deed as recorded in Volume 345, Page 460, of the Deed Records of T , for the most easterly Southcast comer of the said 307.848 acre San and ers* tract, for the Southeast comer hereof; a y line of the said 307.848 acre San Gabriel Harvard Limited P i 4 0" W, at 215.93 feet pass an iron pipe set, for a total distance of 295.15 o a int the center of the South San Gabriel River, being the south line of the said 457 G an the line of that certain First Tract, called 1048.20 acres, as conveyed to A. f Weir, by deed as recorded in Volume 522, Page 451, of the Deed Reco a anty, Texas, for the most westerly Southeast comer of the said 307.848 acre San united Partnership tract, for the most westerly Southeast comer hereof, r� v THENCE, upstram alo tb her 'd San Gabriel River, with its meanders being the south line of the sat 307 Gabriel Harvard Limited Partnership tract, and the north line of the said 1048 W ' First Tract, N 81059100" W, passing the said north line of the Joseph Thompson S A-608, be- 'd south line of the Isaac Donagan Survey, A-178, being the record most westerly o the 'd 457 acre Guy tract, for a total distance of 644.97 feet; S 55005'15" W, 51 2 00' S" W, passing the said south line of the said Isaac Donagan Survey, A-1 the line of the Joseph Thompson Survey, A-608, for a total distance 1, .01 S 69°07'15" W, 32636 feet; S 85°41' 15" W, 621.76 feet; S 57010'15- W, '15- W, 755.32 feet to a point at, or neat' the Northwest corner of the said ]045 2 F rst Tract, being the Northeast comer of that certain tray of land, called 190.40 yed to TOMS Crashed Stone Company by deed as recorded in Volume 743, P 47, of Records of Williamson Couaty, Texas, and S 75048'15" W, 116.10 feet to a porn[ th comer of the said 307.848 acre San Gabriel Harvard Limited Partnership th southerly Soutbwast comer of that certain tract of land, called 103.9327 acres, ye L, Brown and wife, Beverly D. Brown, by heed as recorded in Volume 218 , of Official Records of Williamson County, Texas, for the Southwest comer hereof THENCE, N 1028115" W, at 39.61 feet, pass a 1" bar found, pas a of the Joseph Thompson Survey, A-608, being the said south line of the I S cy, -178, for a total distance of 1,642.61 feet, in ail, to an imn pin fohmd g so y Northwest comer of the said 307.848 acre San Gabriel Harm" Limited P p b an interior comer of the said 103.9327 acre Brown tract, for an interior corner f Assignment of WaterLUPs and Water Impact Pee Credits —Shadow Canyon P e 9 11461457v.6 EXHIBIT D WATER SERVICES AGREEMENTS Page 34 of 201 10 of 11 ann pittoanr n feet to ori, Northwest N 84°56'00" E, 498.38 feet to an iron pin found marking an interior comer of the said :re San Gabriel Harvard Limited Partnership tract, Ding the most easterly Southeast said .9327 acre Brown tract, for an interior comer hereof; line of the said 307.848 acre San Gabriel Harvard Limited Partnership Fsaid 1039327 acre Brown tract, N 9°54'45" W, 350.05 feet to an I W, 383.76 feet to an iron pin found; N 4°47'00" E, 575.94 feet to 15" W, 192.14 feet to an iron pin found; N 40'J2'1 5" E, 13.02 feet '15'45" E, 343.66 feet to an iton pia found and N 2°11'15" W, 319.98 i l j 1°56'00" W, 174.07 feet to an iron pin set for the most westerly THENCE, N 0-33 ' E, 24W.6Xfbarto an iron pin set at the beginning of a curve to the right (Radius = 345.0 bears N 64°42'00" E, 154.79 feat), along the said curve for an arc distance of 15 , 2 to9(ir;kttTin set and N 77°40'00" E, 498.83 feet to an iron pin set for an interior comer lit THENCE, N 20° 14'00" 4Q wart set at the beginning of a curve to the right, (Radius - 150.00 feet Long N 8'00" E, 212.23 feet), along the said curve for an arc distance of 235.76 feet iro m set for the outhwest corner of Lot 1 of Shadow Canyon Commercial, Section 2, Sion of rd Document No. 2010086635 of the Official Public Records of Williamson County, ng along the Southwest line of the said Lot I of Shadow Canyon Cammere S 2, on a curve to the right, (Radius = 150.00 feet, Long Chord bears S 67°51' E 12.1 eet) arc distance of 235.61 feet to an iron pin set; S 22°52' 15" E, 68.23 feet to iron pm the beginning of a curve to the left, (Radius = 797.62 feet, Long Chord bears S 340. f)et) and along the said curve for an arc distance of 343.43 feet to an iron pin fo most southerly comer of the said Lot 1 of Shadow Canyon Commercial, Sectio 2 rot r comer hereof, THENCE, N 9°46'45" E, at 655.00 feet, more or less o5om of Shadow Canyon Commercial, Section 2, being the m:L4., Commercial, Section 1, a subdivision of record in CabinWilliamson County, Texas, and continuing along the Commercial, Section 1, for a total distance of 727.84 feet, beginning of a curve to the let (Radius = 567.50 feet, Long feet) along the said curve for an arc distance of 262.44 feet N 16°33'45" W, at 97.42 feet pass the Southeast comer of that cer of an acre Dedicated for ROW on the said Shadow Canyon Comr distance of 114.92 feet, in all, to a brass disc in a concrete monument found of State Highway No. 29, being the north line of the said 307.848 acre Assignment of Water LUFs and Water Impact Fee Credits - Shadow Canyon 11461457v.6 ter of the said Lot I of Shadow Canyon ate Plat Records of EXHIBIT D WATER SERVICES AGREEMENTS v Canyon and at the W, 260.11 d and an 0.10 for tal f IQ O Pa 0 Page 35 of 201 11 of 11 tract, marking the Northeast comer of the said Shadow Canyon Commercial, ist northerly Northwest corner hereof; south line of State Highway No, 29, N 73028'45' 13, 289.39 feet to the containing 278.212 acres of land. L Brian F. P was made on_ gins knowledge and be e To certify which, wit ZL'4- day of Of Texas No. 22216-278.212 Texas Central State Plane KNOW ALL MEN BY THESE PRESENTS yonal Land Surveyor, do hereby certify that this survey legally described herein and Is correct, to the best of my at Georgetown, Williamson County. Texas, this the Peterson Assignment of Watal UB and Waley Impact Fee Credits —Shadow Canyon 11461457v.6 m , AND RECORDED LIC RECORDS 2015009031 S" k;' . EXHIBIT D WATER SERVICES AGREEMENTS County Clerk Ly, Texas 315 11:15 AN P II Page 36 of P14 RRSGS 2014094144 PARTIAL ASSIGNMENT OF PERMITS Partial Assignment of 10(a) incidental Take Permit, 404 Nationwide Permit, and kpPinion ("Assi ng ment") is made and entered into as of the date set forth below by OL HARVARD LIMITED PARTNERSHIP, an Arizona limited partnership (( nd or the benefit of 278 GEORGETOWN, INC., a Texas corporation (AsoNxei and Assignee are sometimes referred to herein collectively as the A. r Williamson u Exhibit A attac e Assignee plans tol improvements and B. In RECITALS this date conveyed to Assignee certain real property located in re particularly described as the 278.212 acre tract described on I Inco orated herein for all purposes (the "Property),"and Pr rl as a single family residential subdivision with related agreed to assign and trans'fe nto to, or committed to Assi or(jii preserved in perpetuity by As ' n Ranch Mitigation Bank) to the 10(a) incidental Take Permit No. Interior, U.S. Fish and Wildlife Se C. In connection with the veyance of the Property to Assignee, Assignor has the ' is that are owned by, possessed by, afforded 3W g en-cheeked warbler habitat that has been m3,p6rchase of mitigation credits from Hickory Pass Wil to the Property, pursuant to that certain Section 13-0 issu the United States Department of the SEMyf on Jul 26, 2007 (the "IM'). agreed tor assign and transfer unto Assign by, afforded to, or committed to Assignor, the ext certain February 13, 2013 Nationwide Permit 2 app to place fill in regulated waters of the United Stat st of Engineers ("USAGE') pursuant to Section 40ot✓ including rights under that certain April 7, 2014 d as well as the final biological opinion to be issued by (the ,.Bo,,) 2 D. The ITP, the 404 NWP, and the BO are "Permits". Yroperty to Assignee, Assignor has are, or may be, owned by, possessed Ydto the Property, pursuant to that o ssignor requesting authorization ed o the United States Army Corps l n Water Act (the "404 NWP")�, al pi 'on issued by the USFWS, JSG�P54an related to the 404 NWP E. Assignor and Assignee agree to work together p( to include and add Assignee as an additional permittee under the F. Assignor has retained certain real property located in Wi consisting of approximately 29.636 acres more particularly described ' USACE Project No. SWF-2009-00458 Z USFWS Consultation No. 02ETA000-2014-F-0019 EXHIBIT E Environmental Permits to herein as the the Permits Texas, Page 1 of 201 PZ -1a V re and incorporated herein for all purposes (the "Assignor Retained Prooertv") to which the rmi apply. G. Assignor and Assignee desire to make and enter into this Assignment as erejrraT�r s t forth. AGREEMENT rd T for and in consideration of the premises herein stated, and other goodable t n, the receipt and sufficiency of which are hereby acknowledged, Assisi e as follows: 1. A . ent. signor has this day ASSIGNED, TRANSFERRED and CONVEYED and y t e r ents es ASSIGN, TRANSFER and CONVEY unto Assignee all of Assignor's i t tit]. d ' re in and to the Permits, to the extent (but only to the extent) that the s e re to an concern the Property (and not any other property) (the "Assigned Rights' , to O HOLD same unto Assignee, its successors and assigns, and Assignor does he y nd A si r, its successors and assigns, to warrant and forever defend all and singuI said s d Ri is unto Assignee, its successors and assigns, against every person whom a rwfu cjaiffii4 or to claim the same or any part thereof. 2. Assumption. Ashjgfi agr compliance with all aspects of P its development by Assignee of the oject on right, title, obligation or duty under the Perm the generality of the foregoing, Assign assumes all mitigation, monitoring, and re oc comply with all obligations related to the strict compliance with that certain June i Conservation Plan for the Shadow Canyon Pi successors and assigns, further covenants to to assume full and complete responsibility for in connee(hi with ownership of the Property and under the ITP with regard to all of the habitat -4= "Transferred Preserve Areas"), including the obligation Areas be held and managed by an entity known as "The If all or any portion of the Transferred Preserve Areas profit entity that assumes the obligations under the ITP nd Assignor shall have no further n to the Property. Without limiting successors and assigns, expressly required by the ITP, to perform and ITP, and to at all times maintain E vironmental Assessment/Habitat P"). Assignee, for itself and its and comply with all obligations areas overed by the ITP (the rre ha the Transferred Preserve ow on.,Owners' Association." Areas, then Assignee shall be released from its obligations Preserve Areas when (a) the transfer is approved by the USF' Assignee from such obligations. 3. Assignor Retained Rights and Obligations. Assignor Wfie right, title and interest in and to the Permits, to the extent that the same r at Assignor Retained Property. Assignor, for itself and its successors and asst to Assignee to perform and comply with obligations under the ITP with Assignor Retained Property to which the ITP applies, if any. EXHIBIT E Environmental Permits amental or non- >ferred Preserve the Transferred %FWS releases the Page 2 of RVISN1 4. Additional Covenants. Assignor covenants and agrees that it shall not seek any bents to any of the Permits or take any other actions that would materially impair or with (i) development by Assignee of the Project on the Property, or (ii) Assignee's to co ply with all assumed obligations under the Permits. Assignee covenants and agrees, fi t the other obligations assumed hereunder, that it shall maintain the Permits in full d ed tit shall not seek any amendments to any of the Permits or take any other oul r or interfere with (i) the development or marketability of any Assignor o is any of the Permits apply, or (ii) Assignor's retained rights under the 5. ern Ito the con y e amend each d th such Permit. Assi execute such lette be necessary in c assistance shall not Mus. Assignor and Assignee agree and acknowledge that subsequent Property to Assignee, the Parties will work together post -closing to to clude and add the Assignee as an additional permittee under each ss gnee all cooperate fully with and assist each other and shall aKOs,ents, documents, materials or other information as may n appropriate activities hereunder, which cooperation and on y� held, conditioned or delayed. 6. Indemnity: si Assignor for any and all kdm (including reasonable attome breach of any covenant or agn assumed hereunder, including monitoring, or reporting obligation's` require comply with all obligations related to the Pr compliance with the EA/HCP, and to 0 Preserve Areas. Assignor hereby agrees i any and all damages, fines, enforcement pen attorneys' fees), and other costs arising out agreement in this Assignment or failure to p the Permits. F s toindemnify, defend and hold harmless o cement penalties, losses, claims, expenses costs arising out of or related to Assignee's Assignment or failure to perform any obligations ation, s nee's failure to perform mitigation, I b e IT as to the Property, to perform and erty r th ITP, to at all times maintain strict s o gat ns with respect to the Transferred n , end and hold harmless Assignee for ties, to . s, expenses (including reasonable or re a to ss i nor's breach of any covenant or erfo a ga ions retained by Assignor under Recitals. The above recitals are 8. Headings. The headings and captions in only, and shall not control or affect the meaning or Assignment. purposes. 9. Severability. If any clause or provision of this Asfie unenforceable under the present laws, then it is the intention of P remainder of this Assignment shall not be affected thereby, and it is o Parties that in lieu of each clause or provision of this Assignment th i unenforceable, there be added as a part of this Assignment a clause or p c terms to such illegal, invalid or unenforceable clause or provision as may legal, valid and enforceable. 3 EXHIBIT E Environmental Permits for convenience rovision of this invalid or ) that the bp of the t�alid or sux}ilar in Page 3 of Er -TER 10. Entire Agreement. This Assignment constitutes the entire agreement and anding between the Parties with respect to the Permits and related rights and obligations rties related thereto, and supersedes all prior agreements and understandings, if any, ging a subject matter hereof. 11. din Effect. All of the terms, provisions, covenants and conditions set forth ein a b' upon and shall inure to the benefit of the Parties hereto and their 12. Co T4s. facsimile Sienatures. Multiple copies of this Assignment may be executed" nnssignatures of the Parties hereto. Each such executed copy shall have the full for a original executed instrument. To facilitate the execution of this Assignment, e smay ecute and exchange by email or facsimile transmission scanned or facsimile coun rp o th s As ' nment with handwritten signatures, and such scans or facsimiles shall be de d a ' n_akdoective for all purposes. Executed to be M _J day of November, 2014. Following Page.] 0 4 EXHIBIT E Environmental Permits Page4 201 5of15 An SIGNATURE PAGE LIMITED PARTNERSHIP i, L.L.C., an Arizona company, its general partner Inc., a Nevada corporation, STATE OF �6-1004_ �/ COUNTY OF MbgrlM § This instrument was acknowledged befor me o Christopher J. Cacheris, Vice President ifHarvard veManager of Georgetown 308, L.L.C., an izona 1' iSan Gabriel Harvard Limited Partnershan A 'zohw corporation, limited liability company and limited p MARY I. TAYLOR Notary Public - Arizona Msricops county *MY Comm. Expires Oct 26, 2 116 day of November, 2014, by Inc., a Nevada corporation, as company, as general partner of partnership, on behalf of said EXHIBIT E Environmental Permil 201 6of16 GNATUREPAGE VaOWLEDGENIENT STATE OF TEXAS r /\ COUNTY OF _- ILFYf/ l $ / This instrument was acknowl, W. Straub, the President of corporation. EXHIBIT E on the 0 9 day of Nov mber, 2014, by Joseph [exaspcorpo tion, on behalf of said D. KH Rate of -r ., t a7,1.ypt6 Environmental Permits Page 6 7of16 �os EXHIBIT A Property Description for Sat Gabict l rmvad Limited rartawbip B • 2 12 notes. of land, vtnmed in tba Isaac DOWJaa Smvty, A65tmet No. 178 and the Survey, Abase( No. 6M, in Ndliawan Covnry, Trxm said land being a iof tract of land, called 307.848 at=, as eamzy-ed to San Gabriel Harvard ted a Arizona IWDed pinmersh4% by decd mmrded as florameni "-Ko- 290 CWPublic Itixvrdn of Willimoxtu County, i«at. Sun�cyed on the 1116 th of Juno, 2014, a -de, the aq=vision of Brian F. Pelersmt Rcgisfored P i Survtyar, Std being mem,=11tuhaly deauiheJ ns Co Ih . ; ,stmt iron fatted nn thcsoudt line bfStatc EfiphwayNo. 24, marking tha mast nor of.dw nvc4efrasoeed 307.848 sem Soo Onbriel Harvard Limited ships, Nm� of that emtai:t tract nC7snd. called 14.15(! actxa, as m, s Texas Imiitedliab*- conPany, ofrxord as rAnauntat No. 200 .t t' OfT " Public Rr vnii of Wal is qoo Canmv. Toms, for the most nmtbRriy N 7'f16d4CE, S4 v' to o mm pin feumd mackutg at imedor cone[ af dtc said 307.848 ane San G 'ti tans. being the most waicdy weer of the Said 1CS50 Sue G an interior Coma bm',of; MDNCF, Stang the f of -d 307.848 acre San Gnbricl 1btiverd Lindttd Partaatship hast, and 111. edy of rix said 103511 ase MGC fMeuaupntent, LLC. hat S 72'48'45".G 556.79 to pin tbWM; S _ '15" E, 70,62 fiat to an imn ran found; amt N 69918'00" r- 19 . int to a 6Od nail .ted Ina ' Livt Oak, marking the ORV t m9�yNonhe4st camar aCtha said 3073486 Lindr�PaRnalahip tray being as interior comer of the said 1. - 7e \i ' 1d.C, imt, for the moot uaecdy Nruthcae wroiir h=o€: TFIF24CF, along ik end line of the said 7,O&W-c Sou go tract, S26111,15"R, 31.61 feet man Imo found MGC Docelapment, LSA. tract, being rite most Wntmly _ onh amt, Tram Five.Rawl ibuxe, aS cvaveyad-(o J y neq Robertson. Jay Lcoa WaIL Jr., and Iva Woff 93c ham by 2OM90679 oftbc Oflfcid Public kmmils of tintsw ft soil titre of Lk Said 291.09 site ain� et d, pin foandi fan two pin farad bems N 43'51" W, 244 feet and 90 fat); S 21`i1'OR" r, 391.76 feet to an iron pin f=4 S 's pin found; S 19'39'00"F, 107.711 fort. to :n imapin found; S 21, ptnlmmd ; S 20'56'15" F, 9)1.4 fast 10 an L*onpin found and Papel oto Harvard Limited Paratmship k69315 t of the said ora'.ain291.09 , Susan June. Ixwmzn No. atinufag along est to an son a 85955' W, F 21 to an i>m V0. as S6 91un W an EXHIBIT E Environmental Perm!' 201409414'4\Page 8 of 15 ims Pin found or. "new, the scab line of die"1s IMMWM Suvey; A-178, baing}he mrAh lice offho.JosephTnnmpaan Survey, A-608. Hooting s muthvranody tamer of ft said 2,91.09 awe Riodchca& oi al, owl, being on the rwrlb lana of7'aat ownin tract of tend, called 457"41cres, ac conveyed to W.T. Guy by deed r remrcled in Vol®u 345, Page 460, oftbeDend Records of N CnuniY, Texas- for the mosremusly Soudwast corner cif dtc said 3011 =n, San OabtiaJ' I Smned Parrow1up"am fbrthe Snwba4st.coma.heregf; i aturheaseerly line of the said 307.648 am Sou Gabriel Aanard LWW q-49"99'00" W, ut 215.93 &et pass ao free pipe sL% lot a toW distance of pomt in tbecentwof the South Sou Gnluiel Rim, being the south Tena of ip act and the north line of dem ML.W PiB[ iraar, wdW MUD awes, as Weir and %ife, Esmer Weir. by deed tit wcordul in Volume 522. Page 451, of of will3censao County, Thou, for the dost Westedt Smiths" comer of The MmGabrlel Harvard I lathed Pmalachi¢ pact, for the ora Westerly Swuhea>tt THE u :d sg of the said South, Sen Gabriel Rive, with its mewders beiniNthe linea th VIKU acro Sm Gabriel Harvard limited PannMtO tract, Told the vo lien a 104 0 nue Weir Fine'rnc% V 81°59.00" W, pacing dee said north line of rho Ja flu ey. 4.6118, being The said amtdi fine oftYa isaech'ed Sung' A-1 e m � Awtcffy w»ffi of the said 457 dere Ouy fret fora mud di,neem oC f 5I9.7i fes; S 23600'1$" W, pssiag the said south line of the said bast , A- 78, a mid north line of the bseph Thompson Snrvcy, A -60L a d' 1.539 1 fcck 5 69°(rTl5" W. 326.36 krt; S 85°41'15" W, 621. ;S 0' - W, .00 foot; S 70'03' li^ W, 755.32 fid to a pwiW 8% a rew, the Norfhw c r the ' 1048]4 awe Weir Fiat Imet, being the Northeast comet of dt9t carteia tray and. 190.40 acres, veye:d To, Texas Crushed Sum Cedapaay by deal ns n 'obono 743, . of Deed Records of Williams s Count },Tena, and S 75°4$'ia' W, 116.10 feet A point for Southwest eot>� of the said 307.848 a San GAbricl Harvard 1,7mimd themost southerty Sowhms[ comer of that ecnsm, tract of land, can 03.93 arae, con yad to ElbW.L Dawn and wM6 Arwrly D. Urowa by deed m ra 'oIn 89, Re 585 -of rite Oflidd Rem,& of WX11,11xraCaundy, Texm, for the So coca here THEM10E, N 1^'1$'75" W. el 39AT, foci, p pwi thr said north lint of the Jewph Iri mplan Sur%vy, Adi08,6ciag the said so inn n nogar. Sizv y, A-178. fora tams dlsianca of 1;042.61 Tod, in edl, m em' fo 'na the most sou bad) NorthWast utter of The said 307.848 ervc Sen Go f ' Partnership vent, Well an inutdor comer of thesuld 103.9327 acre Umvm for w i umo Ratr coE Pagel Of{ V r EXHIBIT E Environmental Permits Page 8 of 20 9of15 THENCr. N 84--5fi'0VF' 498.38 fed to an iron pin toured ma ting an. interior mmcr of the acid 307.848 acre San Gabricl Hftn%W Limited Patmertbip trse4 being the most easterly Somheast mater of rhe aid 103,9327 acre Brown user, form itdmim catmu hereof; ' ahmg the west line of the:aaid 307,848 acre San Gabriel Wtvard I hailed Parmervbip and east line of the said 103.9327 acre Brawn tract, N 9'S4'45" V. 350,05 fire( to an ifan. ' N' I M. VW W, 383.76 feet to all Iron pin found; N 447'00" Z 575.94 feet to i ; n4' 19` i l' I S W, 19L14 felt to an iron pin fuard: N 40°32' Ii" E, 13,112 &al ing pin fo ; N 0115'45" Er 343.66 feet to ea iran pin found and N21 X'7S' W, 319,98 tom n and N 1'56'04" W. 174.07 fm to an ima pin bet for (be Irma westerly 5" E. 248.63 feet In an eon pin saw the hegianing of a curre to the right Lung Chard bears N 64-42'00" & 154,79 feu), akng tbe.stid came for \4,2 feet to an arm pin sat and N 77"40.00" L, 498.83 feat to writing pin ss �; 2Ai"?d'q,/W. 7 f , rung iron pin set at the beginning of a curve to Ibc tight, MA &&k7 ISO.T fct, ng bcwr N_22-1.8'01" $ 21223 fret), along the said curve for no arc _.76 to an irou pia W for the Soulbweat comer of Lot 1 of Shadow C.`RUM- `o i imion of Marl as Doeumcm No. 2010096615 of the officialPtdrh _cis '' t ' n +nuaa ty, TCT, CrtMMIg.ng atony; 11u y7acth»car 1100 of ft void Lot I. of w r C tr. ial, "on 2, along a curve io ale right, (Radius 150.00 feel, long . vu, ray; S 67°3 45" 7_. 3 fel au em dcstance:of 235.61 feet to an has pin o; S 22'5 5' C, 68.23 n M at the begimting of a curve To the left; (Radip — 7497.62 Poet, ng urd : S 17`x5' E, 3a0.79 fee)} nrul nkmg. the sew] cony fm an nae di;tanco of 3a f , tow a pin found marking the most wuibedy lamer of the acid Lot i of Shadow Can Co tCiaE, Sactioa Z• foP"Icdor cvtnrr. hemof; 711Ei(:}:, N 4"46'45" F., of ,555,00 f more or -, puss rho icav [rater aflirc said Lot I of Shadow Can} CotnmCrciai, Sativa 2, ng the A - !Y comer of Shadow fanyoi Commercial, Section t, a suidivit4on o rd tinct E, S!' c 321, of the Plat Rcazrak of A+lil®rrsou Cmmty, Teams, mrd con ong .11 of the said Shadow Canyon GouunenirrL Section 1, for a total di of .84 fr all, in an iron pin 5huod ni tho beimming of a ewe to the la (Radius _ .SO m N 3'13'15"W, 260.11 feet) along the said Lune fdr anarc distnoCe of 44 feet m an iron .pin found and N 16133'45" W. at 9?.e(2 fort pn ., ffx Suutl>p9 ca of 7t t a racy of land called o.10 of as acre Ih�caud for ROW on the said Shand oa on err gd. Section i, for a wral Distance of 114:92 fey to elL r4 a (nvss disc inn c ttmnume on the said numb line of Stale 3tighway No. 29, being ale nosh lige of the ase Sm 'abricl Harvard Page 3 of a 0 EXHIBIT E Environmental Permits Page 9 of 10 of 15 L:4WW 7'mbwmWp tract mrrkmg OL Nardi t aor of ilio Enid Shadom Cmy„n Gomm rziel, Swdoa L fur Utemoet vanhraly Nmmacstcomtr hM*f-, TRDJCL., slml&ilm sa;.tL moth liee ai Su&fthway Nu. 29,4 73'26145" F, 28939 feet m d,e o ,Ih'NRJC, mid cmtairugt 278 :I2 acr¢uf Irmd. Nates 's _Bearing CIPS 9lw�ntnioa Texet Famad Siute P63rx' fge4 cf 4 R'NOWRLL bBiNBY'flM .F PRBSVM. gmcmd Pwfessi m& Toad S, reyor, do baby om6* timr this m cy edw pmpa{t L>qv1}'+L wribrd hemie rmd is comm to tho bait o_fmy seal et cmmvcw� wllbms Cn;mty.3 e.�ttm, thta ihu .2aW A.O. OC FR 3P`+T !E6`ardt Brian F. Peunm V r r EXHIBIT E 10 Environmei 201 11 of 15 EXHIBIT B Assignor Retained Property Description al�6res or reel of land situated in the Isaac Donegan Survey, A-178, and the Jos. rvey 8, in Williamson County, Texas and being all of a tract land, called 0to outh Fork Land Development Co. by deed recorded in Volume 840, Page the eed s of Williamson County, Texas and being described by metes and bounds on ib' ac ed bereto, SAVE AND EXCEPT the Property described more particular o xh' ' A hAnd hereto. �Go 0 O O 11 EXHIBIT E Environmental Permits 12 of 15 EXHIBIT B-1 FIELD NOTES FOR 307JM ACRES trait or parcai of land shunted in the Isaac Domegaa Surrey, A-178, and the Jos. ay, A-608. in Williaram County, To=es and being all of.a tract land, callad 6vayW to South Fork Land Devolapwtm Co, by.deed recorded is Volume 840, M" Records of W Mia=cn Comay, Texas and being more partimthully desenbed Bunds follows: it an iron pin found on the Smahead line of State irghway 429 in comer of a 10.57 acre trad.of land cowayed to Texas Truddng recorded in Doaanmt 99875155 of die Official RD=* of atTexas, and the Northeast comer of the above mentioned , thtt Northeast coma ofthistract *a said tract THENCE $ 7N angle point of the point ofthis tract Featto an iroa pin foamdm an ogle point oftho 1057 acm tract for an angle point ofthis tract i feet to an into pin found in an angle point of mid. 10.57 acre trail for an angle point cfthia TIENCE N 69'20'29' E 197.75 for an angle point of the said 308,1 acre tract, and an angle point oftbis non pin fomd at a 20" oedartrue in. an the said 10.57 acre tract far an angle THENCE S 2i058'47"E 51.5'8 angle point of the said 308,'6 st acre d: We tract, theWecomer of a 291.09 by deed recordad in Volume 601, Page 755 0� and as angle point ofthis trod. r nail kwd in a 14" live oak tragi ap point of the said 10.37 HENCE S 21008'59" E 692.23 feet to an�irr�a pi .said 308,06 acretract6nr an angle point ofthis tract THENCE S 21014,29" E 393:19 kat to an irco on angle point of the said 308.D6 am tract and as, angle, Exhibit - J 12 toad is a force post for an of the said 10.57 acre to 14 W. Hiodelaug at al EXHIBIT E Environmental Permi bftbe 201 7HLNCE S 24°54' l8^ E 87.95 fen to an it® pin found at as 18" oddar far an an& pond ofthe said 308.06 acre tract and an eagle point ofihis trot S 19°37'38" E 207.85 foetto an iron pia sat at a force post ftr an oftha said 308.06 acro tract and an angle poiat offt tract S 2105T51" E 450.40 fief to an imu pin sot at a force post Stt as pf the said 308.06 acro tract and an =We poh%ofthis tact. :5'21"E 911.32 fast to an 6cm pin set at a 20^ adarttee for an said 308.06 atm tract and so angle poiat oftbis tract: "B 38831 fiat to an iron pia found ata ice post for the 308.06 atm tract sod the East corner ofthis tract et 275:04 feet pass an imn pia found at the and of a raMm.mu flu a total e293-15 bet to a point mtbe South San Gabriel River foe an angle poen of the an angle paint of this tract (2) S a5°06' W 9 fhst (3) S 23°01 • ,Ol (4) S 64°08'40" 326 fact (5) S 8i"42'40^ .76 het (6) s srl7'40" W 268.60 fEet (7) S 70°0446" W 753.32 fast (8) S 75°4923^ W 116.10 of (land ccnvayed to L. 2789, Page 585 of the said 308,06:aoretract ant , So TBENCE N MTN" W with the North a and the Sonthwm line of the said 3=06 tar fomtd , at 297.08 fact. pea a T-poct 0. pass a ham comer post 0.6 fratrigid of foie feet m an iron pin frnmd at a force comer post 1039327 ante tract, .an mole paint of the said point ofthis orad. 4a 3039cre tract 327 aact d recorded in Volume South comer of the said MIE NCE whh the Nordreast fire of the said 103.932 Southwest line ofthe,said 308.06 ace tract fortho ffiltOV& �(1) N 84°57'15" E 498.40 abet to an icon pia found at a (2)N 09°53'34" W 350.17 fedto as iraapinInuad (3) N 11°20 27" W 383.79 feetto mr iron pia l and (4) N 04'48'28" E 57398 feetw as loom pin found st a : 201 GClisik (5)N10-10'IrW 19412 ieettaa60dneHfbubd inal2"elmbvet (6) N 40°33'07" E 13,02 feet to a 60d no fwmd io a 32" elm vee (7) N 00.16'40" E 343.62 fsetto an im pin ibtmd (8) N 02.°10'40" W 320,09 fiesta an fm pia fmmd (9)X01°54'08"W 1049:26feettoanutmpin flmndmthe Saethline 6fa Bane vat of land =veyed :to F. Wood by dead recorded in Volume 5 page498 oftbe said Deed Re=*, for theNmth c mer of the said .9327 acaetrari ii>aTCEN 26'38"E 17.47 feet tomhwpmfi mdisWeEastcomaeofthe said 3 a fur ao. mglo point oftbe said 308.06 acre tract and= aagla 16°38'20" W I62.71 feet to m irrm pm set on the Sombeerr line of y�.M2Qtar Poe North MMU .ofthe raid 3.s arm frac; the West comer �.O6�npetrazf, aodtha West comet of this tract. L Claude F- FTrM4 S fleldm= wme prop Dec®bc cf 1999 sed prepared fur a border of t Anynae.ofibis dmoipdan prd5birod. Soudmak lice of State wgbwap 929 172835 G, oob aia ng 307.849 acres of land, > or I Sorva,d do bereby certify 8tesa �m made ands my svparvisim dmivg imuwledga sad belief Ibese fields notes wem m F I�ad D.eeelopmtm Coto 5R Weisberg, ?m6tee. m' offer pera�c 'Y olar use orpmpasa is wrpmssly IZ North American Title Company Rxrib;r B-1 11044 Research Blvd., Bldg D Suite 100 Pay 3 Austin, TX 78759 14 EXHIBIT E Environmental Permits Page 14 of 20140941.4'4\Page 15 of 15 FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2014094144 Nancy E. Rister, County Clerk Williamson County, Texas November 24, 2014 03:28 PM FEE: $73.00 ALLEN 0 EXHIBIT E Environmental Permits Page 15 of C� QtH,ENT OFTH�y� � o United States Department of the Interior � a -- A FISH AND WILDLIFE SERVICE y'9ACH 3 lea ..nrv`� 10711 Burnet Road, Suite 200 Austin, Texas 78758-4460 512 490-0057 FAX 490-0974 Stephen L. Brooks Chief, Regulatory Branch Department of the Army Fort Worth District, Corps of Engineers P.O. Box 17300 Fort Worth, Texas 76102-0300 Dear Mr. Brooks: L 1=09WITMOOM! Consultation No. 02ETAU00-2014-F-0019 This document transmits the U.S. Fish and Wildlife Service's (Service) biological opinion on the Georgetown salamander (GS) and conference opinion on the GS proposed critical habitat. It is based on our review of the proposed Shadow Canyon Project Fill Authorization' (Project) located in Williamson County, Texas, and its effects on the threatened Georgetown salamander (Eurycea naufragia) and proposed critical habitat in accordance with section 7 of the Endangered Species Act of 1973, as amended (16 U.S.C. 1531 et seq.)(Act). Your August 28, 2013, letter requesting a conference was received on September 4, 2013. This conference opinion is based on information provided in the biological assessment (BA) and other sources of information. A complete administrative record of this consultation is on file at this office. Project Background and Consultation History The U.S. Army Corps of Engineers (USACE) has received an application from the San Gabriel Harvard Limited Partnership (applicant) requesting authorization to place fill in regulated waters of the United States as required by section 404 of the Clean Water Act. The applicant needs the USACE authorization to proceed with the residential and commercial development of a 311 -acre tract near Georgetown, Texas (Figure 1). The USACE has determined that the Project may affect the Georgetown salamander and its proposed critical habitat. The Service previously issued an incidental take permit (ITP) to the applicant pursuant to section 10(a)(1)(B) of the Act. The ITP (TE -116313-0) authorizes the incidental take of the endangered golden-cheeked warbler (Setophaga chrysoparia). In addition, the applicant has "No Surprises" policy assurances (63 FR 8859) for the golden -checked warbler, Bone Cave harvestman (Texella reyest), and Coffin Cave mold beetle (Batrisodes texanus). As required by the ITP, the applicant 'USACE Project No. SWF-2009-00458 TAKE P'RIDEO 1 1 N,AM ERIGA-�„� EXHIBIT E Environmental Permits Page 16 of 94 Stephen Brooks — Biological and Conference Opinion Page 2 is implementing the Shadow Canyon Habitat Conservation Plan (SCHCP), which was submitted to the Service with its ITP application. Consultation History September 30, 2005 The Service receives the ITP Application for SCHCP. July 23, 2007 The Service issues the Shadow Canyon ITP to the applicant. June 28, 2011 USACE authorizes Shadow Canyon project by Nationwide Permit 29. March 18, 2012 Nationwide Permit 29 expires. June 25, 2012 The Service meets with the applicant, attorneys, and consultants to August 21, 2014 discuss project history, Shadow Canyon ITP, and type of permit amendment needed to include Georgetown salamander. August 22, 2012 The Service publishes a proposed rule to list Georgetown salamander as endangered and proposes 14 critical habitat units within Williamson County. August 24, 2012 Service provides a letter to the applicant on Georgetown salamander, describing issues that need to be addressed prior to amending ITP, including biological surveys and documents related to a major amendment of an HCP. February 13, 2013 Applicant submits Nationwide Permit 29 application to USACE April 30, 2013 The Service meets with the USACE, the applicant's attorneys and consultants regarding consultation and conference processes under section 7 and development plans. September 4, 2013 USACE provides the Service with Shadow Canyon biological assessment, and requests conference. January 30, 2014 The Service requests a 60 -day extension to the consultation period. February 24, 2014 The Services publishes final rule listing Georgetown salamander as threatened (effective March 26, 2014) and proposes a 4(d) rule for activities consistent with Georgetown ordinance for certain types of developments. April 7, 2014 The Service provides the USACE with the draft biological opinion and draft conference opinion. April 24, 2014 The USACE provides the Service with preliminary comments on the draft biological opinion. August 21, 2014 The applicant provides comments to the USACE on the draft biological opinion. October 8, 2014 The USACE provides the Service with final comments on the draft biological opinion. EXHIBIT E Environmental Permits Page 17 of 94 Stephen Brooks — Biological and Conference Opinion Page 3 Biological and Conference Opinion I. Action Area and Description of the Proposed Action Action Area For the purposes of section 7 consultation, the Service defines the action area as all areas to be affected directly or indirectly by the Federal action and not merely the immediate area affected by the project (50 CFR 402.02). The September 4, 2013, BA did not describe the action area. Therefore, based on the information contained in the BA, we have determined that the action area for this conference includes the 311 -acre parcel of land owned by the applicant where future commercial and residential development is planned along with nearby areas and a downstream reach of the South Fork of the San Gabriel River. The regulated placement of fill into waters of the U.S. will occur on the parcel. Indirect effects of the action may occur in areas that are on- or off-site, and are nearby or downstream of the parcel. The Shadow Canyon development (Project) is located south of State Highway 29 (SH 29) and west of Georgetown, Texas, and is partly in the Edwards Aquifer recharge zone and partly in Edwards Aquifer Contributing Zone as delineated by the Texas Commission on Environmental Quality (TCEQ 2005). The Shadow Canyon parcel is bounded on the north by SH 29, on the south by the South Fork of the San Gabriel River, and on the west and east by undeveloped private properties. The Service defines the action area for this consultation as the 311 -acre Shadow Canyon parcel, all areas within 0.5 mile of the Shadow Canyon Tract, and about 6.7 river -miles of the South Fork of the San Gabriel River (Figure 2). The action area includes areas affected by direct and indirect effects, namely; (1) waters of the U.S. requiring section 404 authorization, (2) the Shadow Canyon Tract and areas adjacent to the Shadow Canyon Tract, (3) part of the Edwards Aquifer Recharge Zone, (4) the South Fork of the San Gabriel River at and downstream of Shadow Canyon to proposed subsurface critical habitat Unit 14 (San Gabriel Park), and (5) off-site areas adjacent to Shadow Canyon where roads, bridges, and developments are likely to occur. Given the uncertainty about the boundaries of the Shadow Canyon Spring springshed, it is possible that some of the recharge for Shadow Canyon Spring may come from areas outside the action area. However, the action area, inclusive of land and water within 0.5 mile of Shadow Canyon (and the nearby downstream reach of the South Fork of the San Gabriel River), is believed to capture the primary areas influenced by the Shadow Canyon development. The entire action area overlaps with either Edwards Aquifer recharge zone or contributing zone. Proposed Action The applicant has requested USACE authorization to place fill material into five jurisdictional waters of the U.S. in order to build roads, housing, and commercial development on the Shadow Canyon parcel. The Preconstmction Notification and January 2011 Nationwide Permit (NWP) 29 Authorization Request Submittal includes figures and tables providing the linear, areal, and volumetric aspects of fill to be placed in the creeks on the Shadow Canyon tract to accommodate the construction of a residential subdivision with roads. A summary of the regulated fill amounts is shown in Table 1. Waterways are numbered by the applicant and refer to the information provided by the applicant to the USACE. EXHIBIT E Environmental Permits Page 18 of 94 Stephen Brooks — Biological and Conference Opinion Page 4 The BA shows the original alignment of proposed roads in the Shadow Canyon tract. However, the applicant has agreed that no roads will be built within 80 meters of Shadow Canyon Spring. Table 1. Water ID, Length of Impact, Area of Impact in Square Feet and Acres Waterway ID Linear Impact (Meters) Areal Impact (Meters Square) Total Impact (Acres) 1 705 83 0.02 2 no impact no impact no impact 3 722 26 0.01 4 640 19 0.00 5 7,477 646 0.16 Total 9,544 773 0.19 Interrelated and Interdependent Actions The interrelated activities are activities that are part of the proposed action and depend on the proposed action for its justification. An interdependent activity is an activity that has no independent utility apart from the action under consultation. The interrelated and interdependent actions include: development of a residential and commercial subdivision including roads, stormwater system, water supply system, wastewater system, power and telecommunication utilities, single family homes, multi -family apartments, and commercial business establishments. Proposed Land Use Changes The BA describes the proposed Project on the Shadow Canyon parcel. The major aspects of the proposed development are as follows: • 658 to 674 lots of single family residential development • 25 acres (400 units) of multi -family residential development • more than 30 streets, estimated total length 6.5 miles and exceeding 45 acres • 10.4 acres of retail development • 1.8 acres of community amenities • 70 acres of open space, including: 0 25.65 acres of water quality easements, open space, and parkland 0 a pre-existing 43.84 acre karst preserve to be maintained in a natural condition Impervious Cover The drawings provided in the NWP 29 application show 658 single family lots on about 135.4 acres, excluding a 4 -acre area labeled Phase 2 (revision) with 18 replacement lots. The average lot size for single family residential is estimated at 0.2 acre based on ACI Consulting Inc. figures (Figure 3). The average impervious cover for the single family residential land use (5 lots per acre) is estimated at 48% based on data presented in Cappiella and Brown (2001). USDA (1986) estimated multi -family residential development (townhouses) to have impervious cover of 65%. This is slightly higher than the maximum impervious cover for multi -family residential development stated in the Georgetown Unified Development Code (GUDC)(City of Georgetown EXHIBIT E Environmental Permits Page 19 of 94 Stephen Brooks — Biological and Conference Opinion Page 5 2012), which allows 50% impervious cover. The GUDC allows up to 60% impervious cover for multi -family residential development if a bonus is granted for designation as a Conservation Subdivision. The BA did not provide estimates of impervious cover by land use. The BA did not discuss designation as a Conservation Subdivision nor describe whether landscaped pervious medians would be part of the roads and streets of Shadow Canyon; therefore, the impervious cover associated with roadways (curb to curb) is assumed to be 100%. According to the GUDC, non-residential development, such as a retail center over the Edwards Aquifer recharge or contributing zone, is allowed 70% impervious cover for the first 5 acres and 55% impervious cover for the remain acreage. A retail development of 10.4 acres would be allowed about 62% impervious cover. The parts of Shadow Canyon designated karst preserves, bird preserve, park land, open space, and water quality easements have an unknown but likely small amount (near 0 or 1%) of impervious cover. The wastewater system will convey sewage by gravity to a regional wastewater treatment plant. Notably, the proposed apartment and retail development as well as most of Phase 1 and 2 residential development will occur on the Edwards Aquifer recharge zone. The 43.84 acre karst preserve system is a required condition of the Service's ITP for the Shadow Canyon parcel. Waterways and Stormwater Management Shadow Canyon tract has two draws; waterway 5 (labeled WAT-5 in the BA) forms the western draw along the western property boundary and waterway 1 (with several short tributaries) forms the eastern draw. Figure 1 shows these waterways and the proposed development. The proposed stormwater system for Shadow Canyon will use conventional collection and pipeline conveyance methods and will treat stormwater with four water quality ponds prior to discharging flow into the South Fork of the San Gabriel River (South Fork). The following discusses these creeks (waterways) in order from west to east. Stormwater treatment on Shadow Canyon is relevant to Edwards Aquifer water quality since the South Fork crosses the Edwards Aquifer recharge zone upstream of San Gabriel Springs and the proposed critical habitat Unit 14. Shadow Canyon Spring occurs in waterway 5 at an approximate elevation of 830 feet based on U.S. Geological Survey topographic maps. Waterway 5 meanders on and off of the parcel along the western boundary. According to a figure in the NWP 29 application titled "Proposed Preliminary Plan with WW Easement" waterway 5 will be altered during phase 4 of project development. The alteration includes 7,477 meters of channel covering 0.16 acres (Table 1). The placement of fill into waterway 5 will be located about 435 meters downstream of Shadow Canyon Spring. The next waterway moving eastward is Waterway 2 which begins in a SCHCP karst preserve, runs about 323 meters southeast, and then joins waterway 1. No fill or alterations are proposed for waterway 2. Waterway 3 begins near the proposed cul-de-sac of Ridge Runner Drive and runs about 117 meters southeast and joins waterway 1. Part of the proposed action includes treatment of stormwater before reaching the South Fork of the San Gabriel River. Stormwater treatment pond 1-B is proposed to treat runoff from residential development in Phase 1. Waterway 1 begins near proposed Ridge Runner Drive just west of Channock Drive, and runs south through open space and parkland to its confluence with the South Fork of the San Gabriel River. Stormwater treatment pond 1-A is proposed to treat runoff from the residential and EXHIBIT E Environmental Permits Page 20 of 94 Stephen Brooks — Biological and Conference Opinion Page 6 commercial development in Phase 1. Waterway 4 is a 214 meter tributary of waterway 1. Stormwater treatment pond I -C is proposed to treat residential runoff from the Mystic Canyon Lane area of Phase 1. One factor to consider is the likelihood that part of Shadow Canyon's stormwater plans will need to be revised in order to maintain the natural integrity of the karst preserves established pursuant to the SCHCP. One of the proposed stormwater treatment ponds and part of another (shown in figures included in the NWP application) are in the SCHCP karst preserve. The Shadow Canyon subdivision phase plan figure shows Pond 1-B in the designated SCHCP karst preserve. Similarly, part of Pond 1-A appears to be located in the karst preserve. Roads There are four phases to the proposed development with an ultimate build out of more than 30 streets (curb and gutter) totaling about 6.6 miles and more than 14 acres in Shadow Canyon. The 2030 Comprehensive Plan (Georgetown Master Plan) identified planned roads to serve planned growth. Two of the proposed roads in Shadow Canyon appear to serve future developments adjacent to Shadow Canyon. Recommended long term improvements by the City of Georgetown list nine new roadways including SW 3, which is proposed to run from SH 29 through the property to the west of Shadow Canyon and intersect Shadow Canyon Drive near Shadow Canyon Spring. SW 3 in Shadow Canyon is labeled Centre Drive on some figures. SW 3 crosses proposed subsurface critical habitat of the Georgetown salamander and at the southern end of the Shadow Canyon development would cross the South Fork of the San Gabriel River. Shadow Canyon Drive begins at SH 29 and runs south and then west intersecting SW 3 near the proposed surface critical habitat. Significantly, this proposed street, west of SW 3 divides an area proposed for water quality easement and appears to be extended in the future to the west of Shadow Canyon. Please refer to the BA and NWP 29 application for more details of the proposed action. Conservation Measures Conservation measures are actions to benefit or promote the recovery of listed species that are included by the Federal agency as an integral part of the proposed action. These actions will be taken by the Federal agency or the applicant, and serve to minimize or compensate for, project effects on the species. The applicant has proposed several measures as part of the project that are intended to reduce the effects of the project on the Georgetown salamander, in particular to reduce water quality impacts from the project. To reduce the amount of sediment that is transported to waterways during construction, the applicant will use the best management practices (BMPs) for construction (silt fences, etc.). Post -construction and for the long-term, a minimum of 80% of total dissolved solids (TSS) will be captured through four water quality retention ponds. Municipal approvals for the Shadow Canyon development predate the 2013 Georgetown Edwards Aquifer Recharge Zone water quality ordinance. The planned retention ponds filter stormwater before the flow discharges to the South Fork of the San Gabriel River. The applicant will construct and maintain water quality ponds to meet or exceed the TCEQ's EXHIBIT E Environmental Permits Page 21 of 94 Stephen Brooks — Biological and Conference Opinion Page 7 minimum requirement under its Edwards Rules for 80 percent removal of total suspended solids (TSS). Regarding Shadow Canyon roads and streets, the curb and gutter design is listed by the BA as a conservation measure, diverting runoff from impervious cover away from Shadow Canyon Spring. Roadways may also be contributors of sediment and contaminants into waterways which reduce water quality, particularly when stormwater flow depth exceeds curb height. Overtopping of the curbs may happen when storm events involve high rainfall rates or when storm precipitation total approach the 1 to 5 year return interval (e.g., precipitation total exceeding 3 inches in 24 hours). The BA states: The design of this project would employ the use of concrete street curb and gutters to contain and convey the storm water run-off to the designated points of release. These points of release would be sedimentation and filtration basins that would be designed according to the TCEQ guidelines. This would ensure the capture of sediments and would treat the first flush run-off of storm water to remove total suspended solids by a minimum of 80 percent (as required by TCEQ). The land plan has locations designated to construct these basins. The basins would be maintained by the property owners association. Shadow Canyon site plans identify areas labeled water quality easement (WQE). A WQE is an area designated to be permanently maintained in a natural state. The GUDC defines nonstructural stormwater management as "any natural or planted vegetation or other nonstructural components of the stormwater management plan that included no excavation and provides or enhances stormwater quantity and/or quality control or other stormwater management benefits, and includes, but is not limited to, riparian buffers, open and green space, overland flow filtration areas, natural depression, and vegetated channels". An easement is a dedication by a property owner for specific purposes, which in the case of WQE is to limit water quality degradation by maintaining natural vegetation to help improve stormwater runoff quality. There are two WQEs at and near Shadow Canyon Spring. The larger of the two is about 6.8 acres and includes Shadow Canyon Spring. The smaller is 0.5 acre and is just north of Shadow Canyon Spring. Both are bordered by proposed road SW 3 and the western property boundary. The WQE areas are separated by an extension of Shadow Canyon Drive, which appears to have no utility except to connect to a future road west of Shadow Canyon. Appendix D of the NWP 29 application shows the planting area and plant list for areas downstream of Shadow Canyon Spring. However, close coordination with the Service prior to any disturbance to aquatic habitats associated with Shadow Canyon Spring and Waterway 5 (downstream of Shadow Canyon Spring) is recommended to help avoid adverse effects to Georgetown salamanders. For example, substrates in occupied habitats should not be disturbed since the population size for Shadow Canyon Spring is unknown and potentially small. As mentioned above, the Applicant has agreed the project will not locate any roads in Shadow Canyon within 80 meters of Shadow Canyon Spring consistent with the no disturbance zone measure in the proposed section 4(d) special rule for the Georgetown salamander (79 FR 10077). This represents both a revision to the project description and an additional conservation measure. EXHIBIT E Environmental Permits Page 22 of 94 Stephen Brooks — Biological and Conference Opinion Page 8 H. Status of Georgetown Salamander On February 24, 2014, the Service published its final rule to list the Georgetown salamander as a threatened species, and we concurrently published a proposed 4(d) special rule containing measures that provide for the conservation of the species (79 FR 10077). Currently, both the special rule and critical habitat are proposed. A. Description of Species and Proposed Critical Habitat The GS is an aquatic and neotenic (retains juvenile characteristics at maturity) amphibian. Adults are about 2 inches long and have a broad, relatively short head with three pairs of bright - red gills on each side behind the jaws, a rounded and short snout, and large eyes with a gold iris. The upper body is generally grayish with varying patterns, while its underside is pale and translucent. The tail tends to be long with poorly developed dorsal and ventral fins that are golden -yellow at the base and cream -colored to translucent toward the outer margin. Unlike the Jollyville Plateau salamander, the GS has a distinct dark border along the lateral margins of the tail fin (Chippindale et al. 2000). Proposed critical habitat consists of four components: (1) water from the Northern Segment of the Edwards Aquifer, (2) rocky substrate with interstitial spaces, (3) aquatic invertebrates for food, and (4) subterranean aquifer for shelter and protection during periods of drought or dewatering on the surface in and around spring sites. Proposed critical habitat includes both surface and subsurface habitats. The proposed surface critical habitat would include the spring outlets and the spring run extending 50 meters downstream. Generally, the proposed subsurface critical habitat would include the groundwater and water -filled conduits of the Edwards Aquifer within 300 meters of the spring (or water -filled) cave. B. Life History GS live underwater in springs, creeks, pools, and in the water -filled spaces in subterranean karst rock. Typically, GS are found where the gravel and cobble substrate is suitable to meet their life history requirements and prefer to use larger cobble and boulders as cover from predators (Pierce et al. 2010). Georgetown salamanders are usually within 164 feet of a spring outlet (Pierce et al. 201 la) but are more abundant within 16 feet of a spring (Pierce et al. 2010). In contrast, Jollyville Plateau salamanders, a closely related species, have been found farther from spring openings. During a recent mark -recapture study of Jollyville Plateau salamanders in a nearby watershed, researchers found marked individuals moved up to 262 feet both upstream and downstream from a spring outlet (Bendik 2013, pers. comm.) suggesting that Eurycea salamanders in central Texas can travel greater distances from a spring opening than was previously thought. Feeding biology in GS has not been studied but if similar to other central Texas Eurycea, GS feed on amphipods, ostracods, chironomid larvae and pupae, and small snails (Tupa and Davis 1976). EXHIBIT E Environmental Permits Page 23 of 94 Stephen Brooks — Biological and Conference Opinion Page 9 Reproductive biology in GS has not been studied. Assuming reproduction in Georgetown salamanders is similar to the San Marcos salamander (Eurycea nana), males would become sexually mature the time that they grow to a snout -vent length of about 20 mm. Female Eurycea nana with a snout -vent length greater than 20 mm carry ova (Tupa and Davis 1976) and are considered gravid. Eurycea may become sexually mature in less than one year (Gluesenkamp, TPWD, pers. comm. 2014). Courtship and egg deposition by GS have not been observed. Pierce (2012) and Pierce and McEntire (2013) reported the percent gravid GS found in monthly surveys at Twin Springs and Swinbank Springs. It appears gravid GS peak in late fall and spring with few or no gravid GS reported in most summer months. The majority of gravid salamanders observed were found from November through April. Predator recognition and avoidance by Eurycea nava was documented by Epp and Gabor (2008). The most likely predators of GS include sunfish, snakes, and birds, particularly waterbirds. C. Population Dynamics It is not known or estimated how many Georgetown salamanders there are range -wide. We know of only two locations where the GS population has been estimated. These estimates were made from data collected at Twin Springs and Swinbank Springs, both located in Williamson County, Texas. The information collected from these sites indicates that the populations change seasonally, increasing in the spring and decreasing in the fall with wide monthly variations (Pierce and McEntire 2013). Assuming the spring runs in their study (Pierce et al. 2014) averaged about 1 meter wide, the density of GS at Twin Springs and Swinbank Springs averages about 5 GS per meterZ. The number of GS at a location can be estimated using different methods. Recent mark - recapture studies estimate a population size of 100 to 200 adult salamanders each at Twin Springs and Swinbank Spring (Pierce 201 la, Pierce et al. 2014). At other sites the number of GS is unknown. In some instances, researchers have counted salamanders that seen at the surface. This method is expected to undercount salamanders because it relies on only those that can be seen at the surface. In our review of survey data, we found that with the exception of Twin Springs and Swinbank Springs, all sites that had been surveyed in the last 10 years had less than 50 GS. In some cases, there were considerably fewer salamanders (as little as 4) and at some sites, GS could no longer be found. There are other springs in Williamson County that may support Georgetown salamander populations, but access to the private lands where these springs are found has not been allowed, which has prevented surveys being done at these sites (Williamson County 2008). D. Status and Distribution The entire range of the Georgetown salamander is in within Williamson County, Texas. All of the known GS locations are either at spring outlets or in wet eaves. The known surface spring locations are in the San Gabriel river basin, specifically in five of its tributaries (South Fork, Middle Fork, North Fork, Berry Creek, and Cowan Creek). A groundwater divide between the watershed of the South Fork of the San Gabriel River and Brushy Creek watershed to the south EXHIBIT E Environmental Permits Page 24 of 94 Stephen Brooks — Biological and Conference Opinion Page 10 likely creates the division between the ranges of the Jollyville Plateau salamanders and GS (Williamson County 2008). Table 2 and Figure 4 show the current and historical GS localities. Table 2. Historic Georgetown Salamander Localities I Site No. Site Name Population Size I 2 0 10 11 12 13 14 15 16 17 18 Rased on 1.6 Avant Spring Bat Well Cave Buford Hollow Spring Cedar Breaks Hiking Trail Spring Cedar Hollow Spring Cobb Spring Cobb Well Cowan Creek Spring Garey Ranch Spring Hog Hollow Spring Hog Hollow H Spring Knight Spring San Gabriel Spring Shadow Canyon Swinbank Spring Twin Spring Walnut Spring Water Tank Cave Unknown Unknown, May Be Extirpated Unknown, May Be Extirpated Unknown, May Be Extirpated Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown Unknown, May Be Extirpated Unknown, Estimated at 8' 100-200 100-200 Unkiiown Unknown of snitahle hahitat and a density of 5 CTR nor Where it has been surveyed, observations of this species have been declining, and surveys have not been consistently conducted at all sites, confounding the difficulty of estimating population size and trends. For example, the GS has not been observed in more than 10 years at two spring sites (San Gabriel Spring and Buford Hollow Spring) despite several visual survey efforts (Pierce 2011, Southwestern University, pers. comm.). While we are unaware of any population surveys in the last 10 years from a number of sites, the Georgetown salamander continues to be present at the following sites: Avant Spring, Swinbank Spring, Knight Spring, Twin Springs, Cowan Creek Spring, Cedar Hollow Spring, Cobbs Spring, Walnut Spring, and Water Tank Cave (Pierce 2011c, pers. comm.; Gluesenkamp 2011a, TPWD, pers. comm.). For the most recent information on the distribution of this species, please see the final listing rule published in the Federal Register on February 24, 2014. To summarize, of the 18 known or historically occupied GS sites, only 12 sites have been recently surveyed and confirmed to have GS present. Of these 12 sites, only two sites (Swinbank Spring and Twin Spring) have been surveyed consistently (monthly) (Pierce and McEntire 2013). The distribution of aquatic organisms is often described by the watersheds in which they occur. The United States is divided and sub -divided into successively smaller hydrologic units. The nested units represent watersheds that are uniquely identified using a system of hydrologic unit codes (HUCs). The number of digits in a HUC indicates the level of watershed where fewer EXHIBIT E Environmental Permits Page 25 of 94 Stephen Brooks — Biological and Conference Opinion Page 11 digits are larger watersheds and more digits are smaller sub -basins within the larger watersheds. Considering the full range of the GS, all known localities are found in one HUC8 watershed, four HUC10 watersheds, and six HUC12 watersheds. With the exception of a recently documented GS population at Garey Ranch Spring, the Shadow Canyon Spring population is the only other known GS population in the southern part of the GS's range. There are 14 proposed critical habitat units distributed across the known range of the species at sites that have been monitored recently and others that have not been recently surveyed. The most southern subwatershed with a proposed critical habitat unit, the Lower South Fork of the San Gabriel River, has only one proposed critical habitat unit (unit 13). In contrast, the Lake Georgetown subwatershed, has seven proposed critical habitat units. Reasons for Listing 1. Habitat Modification Habitat modification is the primary threat to the Georgetown salamander. The Georgetown salamander faces habitat modification from degraded water quality, reduced water quantity, and physical habitat disturbance. Urbanization within the watershed is one of the activities resulting in pollution that may decrease water quality in stormwater, groundwater, and springflow. Urbanization of a watershed may modify the spatial distribution and rates of infiltration in the recharge zone. Urbanization results in an increase in impervious cover and typically an engineered stormwater system to convey runoff, resulting in decreased recharge. Impervious Cover and Contaminants in Runoff The Service has reviewed and analyzed the published effects of impervious cover in its February 24, 2014, final rule (final rule) to list GS as a threatened species (79 FR 10236). While the effects of an increase in impervious cover for a given site depend on local conditions, the observed trend is a degradation of aquatic habitats that increases with greater levels of impervious cover. In the final rule, we also describe the contaminants expected to be found in urban runoff and as a result of land applications. Residential subdivisions in central Texas often include lawn irrigation systems that may overwater the turfgrass and ornamental gardens. Irrigation systems may leak creating a means of mobilizing chemicals used in lawn applications. In addition to suspended solids, nutrients (primarily nitrogen and phosphorous compounds), trace metals (e.g., lead, copper, and zinc), pesticides (includes herbicides), and coliform bacteria are transported by runoff. Runoff with these contaminants may result in a decrease in invertebrates including part of the salamander's preybase. Polluted runoff may also directly affect salamander health, growth, reproduction, and potentially survival. Apparently unregulated in Williamson County, coal tar based pavement sealants may result in high concentrations of polycyclic aromatic hydrocarbons (PAHs). PAHs at certain concentrations and exposures are known to adversely affect freshwater invertebrates and amphibians (Albers 2003, Sparling et al. 2009). EXHIBIT E Environmental Permits Page 26 of 94 Stephen Brooks — Biological and Conference Opinion Page 12 Vulnerability of Groundwater to Pollution Alley et al. (1999) stated "in principle, virtually any human activity at and near the land surface can be a source of contaminants to ground water as long as water and possibly other fluids move from the land surface to the water table". The first step and challenge to protecting ground water quality and quantity in Williamson County (that Georgetown salamanders rely on) is to know which areas contribute recharge to the subject springs and caves. Unfortunately, in springs and caves with karst aquifers as a source, a signficant difficulty is identifying the recharge zone, which may or may not coincide with the surface watershed. The recharge zone for a subject spring, referred to here as the springshed, may conform or overlap with the surface watershed in part or in whole. However, while karst groundwater flows downgradient, the flow paths do not necessarily conform to surface topography and groundwater may flow under topographic highs (B. Mahler, USGS, pers. comm., 2013). Groundwater dye tracing is considered the primary means of delineating the springshed and recharge features. The U.S. Geological Survey (USGS) considered multiple methods of assessing the vulnerability of groundwater to contamination in the San Antonio, Texas area (Clark 2000, Clark 2003). These reports analyzed natural aspects related to soils, hydraulic properties of outcropping hydrogeologic units, presence or absence of caves, sinkholes and closed depressions, and slope of land surface. While depth to water was not used in the USGS vulnerability rating, depth to water is part of the U.S. Environmental Protection Agency's DRASTIC method (Aller et al. 1987) to evaluate groundwater pollution potential. In short, areas of the Edwards aquifer recharge zone with caves are rated relatively high for vulnerability to contamination. Additionally, abandoned wells may become conduits for groundwater pollution. Musgrove et al. (2011) identified the following anthropogenic sources that may affect groundwater quality: (1) septic systems, (2) leakage from municipal water and wastewater systems, (3) industrial, commercial, or residential use of fertilizers, pesticides, and volatile organic compounds (VOCs). The Edwards Aquifer recharge zone in Williamson County is at risk from hazardous material that may be spilled or leaked potentially contaminating surface water, groundwater, or both. Spills may be the result of vehicle, pipeline, or industrial accidents. Quarry operations may also result in groundwater pollution. In January 2000, aboveground storage tanks at a quarry in Comal County spilled more than 2,600 gallons of diesel fuel. Markers diagnostic of diesel (naphthalenes and xylenes) surfaced at Comal Springs (Spring Run 1) about 4 miles away in 9 days (indicating a groundwater velocity of 0.47 miles per day). Since these salamanders and their prey are strictly aquatic, water quality has been considered a main concern. All known GS localities are in Williamson County. Williamson County is experiencing rapid population growth and urbanization. Urbanization degrades water quality in stormwater runoff by increasing pollutant loads of sediment; oil, grease, and toxic chemicals from motor vehicles; pesticides and excess nutrients from lawns and gardens; viruses, bacteria and nutrients from pet waste and sewage systems; heavy metals from roof materials and motor vehicles; and thermal pollution from impervious surfaces such as streets and rooftops (USEPA 2003). EXHIBIT E Environmental Permits Page 27 of 94 Stephen Brooks — Biological and Conference Opinion Page 13 Water Quantity Reduction in Relation to Urbanization or Industry Effects Adequate springflows and groundwater levels are essential to maintaining the known populations of GS. GS populations in water -filled caves may also need groundwater movement through their habitat. A risk to GS populations is groundwater development (pumping). Pumping during severe drought may result in loss of springflow and loss of all accessible salamander habitat. Limestone rock quarries are near several GS sites. Quarries may use groundwater. Quarrying physically modifies the surface - subsurface and may alter groundwater levels and flowpaths by lowering the land surface, potentially dewatering hydrologically connected areas. The reduction or cessation of springflow at springs supporting Georgetown salamanders may result in extirpation of that population. Boghici (2011), referring in part to Williamson County, noted that the northern section of the Edwards Aquifer lacks a contributing zone and recharge is mostly from diffuse infiltration of rainfall on the Edwards Limestone outcrop. Williamson County is in the State of Texas' Groundwater Management Area 8. However, there are no groundwater conservation districts in Williamson County. The future aquifer levels of the Edwards Aquifer in Williamson County will depend on precipitation, the recharge rate, springflow rates, and groundwater demand. 2. Physical Modification of Surface Habitat Physical modification of surface habitat may occur through impoundments, feral hogs, and livestock. Cattle and horses may trample spring runs. In addition to habitat modification, other factors are contributing to the decline of the species, such as disease, predation, inadequacy of existing regulatory mechanisms, and other natural or manmade factors. The species is at further risk because of its highly restricted range, small habitat patch sizes, and small population sizes. Feral hogs, livestock, and human activities are among the most likely ways that spring sites may be disturbed. Feral hogs are becoming more abundant at spring sites with salamanders in Bell, Travis, and Williamson counties (O'Donnell 2006). The February 22, 2013, Austin American Statesman (Claire Osborn) reported on a local forum with Georgetown Police and others on feral hog problems in the Georgetown area. White (2011) reported cattle are present at two of the Georgetown salamander localities. Cattle and other livestock may trample and disturb wetland and riparian areas. It appears there are multiple instances humans have deposited gravel in spring habitat supporting Eurycea, potentially resulting in loss or severe reduction in suitable salamander habitat. This may be the case at the spring complex in San Gabriel River Park, where GS may be extirpated. 3. Small Population Size, Drought, Flooding, and Climate Change As detailed in the final rule, there are other factors that may affect the continued occupation of a site by GS and the viability of the taxon. Available evidence, with the exception of a few sites, indicates that most local populations appear to be less than 200 individuals. The census size drives demographic and ecological processes while the effective population size determines the population response to evolutionary forces (Waples 2010). If sex ratios are skewed and/or non- random mating occurs, the effective population size of these sites will be significantly less than 200. These small population sizes make the populations vulnerable to local extinction due to EXHIBIT E Environmental Permits Page 28 of 94 Stephen Brooks — Biological and Conference Opinion Page 14 demographic and environmental factors. As Morris and Doak (2002) put it, given a small populations size, " a string of bad years will cause it to actually hit the (extinction) threshold". Drought, particularly a multiyear drought, may reduce or eliminate habitats range -wide. Severe drought would lower surface water supplies and ground water levels. Lower groundwater levels means some springs will have decreased springflow or will cease to flow altogether. Flooding may result in geomorphic changes to the river channel, potentially scouring springs along the river margin. Lastly, according to Alley et al. 1999, climate change could affect groundwater sustainability in several ways: "(1) changes in ground -water recharge resulting from changes in average precipitation and temperature or in the seasonal distribution of precipitation, (2) more severe and longer lasting droughts, (3) changes in evapotranspiration resulting from changes in vegetation, and (4) possible increased demands for ground water as a backup source of water supply". While climate models are being downscaled to address regions like central Texas, there are indications that the southwest part of the U.S. will experience temperature increases along with more frequent hot extremes, heat waves, and heavy precipitation (1PCC 2007). E. Analysis of Species and Proposed Critical Habitat Likely to be Affected Many of the stressors discussed above are related to habitat modification and likewise are pertinent to proposed critical habitat effects analysis. The proposed action is likely to adversely affect Georgetown salamanders and their habitat that occur on or near the Shadow Canyon development site. We have listed the GS as threatened and proposed to designate critical habitat for this species in 14 units, including a unit 13. Unit 13 is located on Shadow Canyon Spring on the western side of the Shadow Canyon tract. The action area includes the entire proposed surface and subsurface critical habitat of Unit 13. The species and this unit are likely to be affected by the proposed action. Summary of Threats to the Georgetown Salamander The primary threat to the GS is habitat modification in the form of reduced springflows and degraded water quality in spring habitats as result of urbanization of the watersheds and recharge zones in Williamson County. The following table assigns known threats to the five factors used for listing decisions. The five factors are: (A) the present or threatened destruction, modification, or curtailment of its habitat or range; (B) overutilization for commercial, recreational, scientific, or educational purposes; (C) disease or predation; (D) the inadequacy of existing regulatory mechanisms; or (E) other natural or manmade factors affecting its continued existence. The rule provides a qualitative value of the expected level of the impact of the threat on the GS, which may change based on new information. EXHIBIT E Environmental Permits Page 29 of 94 Stephen Brooks — Biological and Conference Opinion Page 15 Table 3. Threats to the Georgetown Salamander Factor Type of Threat A Contaminants from stormwater runoff A Sedimentation from stormwater runoff A Changes in flow regime from impervious cover A Excess nutrient input A Pesticides A Catastrophic hazardous material spills A Pollution from construction activities A Construction of pipelines A Rock quarries A Groundwater pumping A Impoundments A Feral hogs A Livestock A Physical modification of surface habitat for human -related activities A Drought A Flooding D Climate change E Inadequacy of existing regulatory mechanisms E Synergistic and additive interactions among stressors E Ultraviolet -B radiation EXHIBIT E Environmental Permits Page 30 of 94 Stephen Brooks — Biological and Conference Opinion Page 16 III. Environmental Baseline This section is an analysis of the effects of past and ongoing human and natural factors leading to the current status of the species, its habitat, and ecosystem within the action area. A. Status of the Georgetown Salamander and Proposed Critical Habitat within the Action Area Georgetown Salamanders in the Action Area Known and Potential Sites In the action area, the only documented population of GS occurs at Shadow Canyon Spring. Little is known about the population of Georgetown salamanders in Shadow Canyon Spring. Shadow Canyon Spring was surveyed on March 4 and May 27, 2004, but the September 19, 2005, ACI Consulting memorandum mentioning these two surveys does not qualify or quantify the survey effort nor report the number of GS seen. Kemble White reported observing a single salamander in a small pool of water in Shadow Canyon Spring within the stone "masonry spring box" on July 20, 2009 (K. White, pers. comm, 2014). He described the box as circular, about 3 feet in diameter, and about one foot high. In summary, we do not have any historic or recent information on the local population size, area of suitable habitat available, or the condition of Georgetown salamanders in Shadow Canyon Spring. The population of the Georgetown salamanders in Shadow Canyon Spring is inferred to be small (less than 10 individuals) based on the limited amount of spring dominated aquatic habitat and abundance estimates of Georgetown salamanders at other small springs. A water well (F-36 from the Geologic Assessment prepared by ACI Consulting, 2002) on the Shadow Canyon tract also represents an additional site that may be occupied by Georgetown salamanders. This well is 8 feet in diameter, 208 feet deep with a 30 feet catch basin. The water level in the well on July 15, 2002 was reported as 35 feet below land surface. Given an estimated elevation of 865 to 870 feet, the water level in the well is similar to the elevation of Shadow Canyon Spring. If well F-36 is hydologically connected to Shadow Canyon Spring, it represents: (a) potential GS habitat and (b) potential means of (conduit for) groundwater contamination and pollution of Shadow Canyon Spring. However, we are unaware of any biological surveys or inventories of this nearby well. Like other wells in the recharge zone near GS occupied springs, this well represents potential GS habitat given the network of groundwater may have water -filled conduits connecting the well to Shadow Canyon Spring. There are at least two other small springs (F-14 and F-15) on the Shadow Canyon tract, which during wetter times may have been hydrologically connected to the spring run associated with Shadow Canyon Spring. Based on the availability of spring habitat in proximity to Shadow Canyon Spring, it is a clear possibility that Georgetown salamanders occupied and may continue to occupy one or both of the small springs (F-14 and F-15) associated with waterway 1 (WAT-1). The Service has developed Scientific Permit Requirements for conducting Georgetown salamander surveys (revised June 26, 2014 and available online) to produce sound scientific EXHIBIT E Environmental Permits Page 31 of 94 Stephen Brooks — Biological and Conference Opinion Page 17 information upon which to base decisions and conservation actions. A minimum of 15 sequential surveys are needed to better determine whether Georgetown salamanders occupy a site. The Service believes the proximity of these spring -seep habitats (F-14 and F-15) and groundwater habitat (F-36) to Shadow Canyon Spring signifies the potential for Georgetown salamanders to be present. The surveys conducted by ACI Consulting on March 4 and May 27, 2004 do not satisfy our current standards to determine absence of this species at a site. Proposed Critical Habitat in the Action Area Proposed critical habitat unit 13 is centered on Shadow Canyon Spring. Shadow Canyon Spring is the only documented GS locality in the action area. According to the BA's Appendix B, the site has indicators of fairly perennial flow such as wetland vegetation and sustained spring fauna. The author of Appendix B, Mark Adams, states that rainfall is captured in upland karst features (caves, sinkholes, and solution cavities) and as groundwater follows conduits developed in Edwards Limestone, springflow emerges at the spring orifice. The spring run associated with Shadow Canyon Spring, in the summer of 2010, ended about 600 feet downstream of the spring where surface flow is lost to alluvium. The vital needs provided by proposed critical habitat unit 13 to the Georgetown salamanders on the individual scale include: (1) space to feed on their invertebrate preybase, (2) an aquatic environment with water quality within the physiological tolerances of the Georgetown salamander and its preybase, and (3) areas to shelter, grow, and reproduce. Table 4 provides the primary constituent elements (PCE) for proposed critical habitat of the GS (77 FR 50768). On a population scale, proposed critical habitat unit 13 provides vital needs in the form of perennial springflow supporting aquatic habitats near the spring and downstream. On the rangewide scale, proposed critical habitat unit 13 is only one of two critical habitat units from the South Fork of the San Gabriel River hydrologic unit. While it is too distant and isolated from other known GS populations to realistically be involved in intersite movement, unit 13 represents one of only 14 critical habitat units for the species and thus is important in the species conservation. EXHIBIT E Environmental Permits Page 32 of 94 Stephen Brooks — Biological and Conference Opinion Page 18 Table 4. Primary Constituent Elements (PCE) of Proposed Critical Habitat for Georgetown Salamanders PCE Georgetown Salamander Proposed Critical Habitat Primary Constituent NUMBER Elements from Proposed Rule, August 22, 2012 Water from the Northern Segment of the Edwards Aquifer. The groundwater must be similar to natural aquifer conditions both underground and as it discharges from natural spring outlets. Concentrations of water quality constituents that could have a negative impact on the salamander should be below levels that could exert direct lethal or sublethal effects (such as effects to reproduction, growth, development, or metabolic processes), or indirect effects 1 (such as effects to the Georgetown salamander's prey base). Hydrologic regimes similar to the historical pattern of the specific sites must be present, with at least temporal surface flow for spring sites and continuous flow for subterranean sites. The water chemistry must be similar to natural aquifer conditions, with temperatures between 68.4 and 69.8°F (20.2 and 21.01C), dissolved oxygen concentrations between 6 and 8 mg L-1, and specific water conductivity between 604 and 721 µS cm -1. Rocky substrate with interstitial spaces. Rocks (boulders, cobble, or gravel) in 2 the substrate of the salamander's surface aquatic habitat should be large enough to provide salamanders with cover, shelter, and foraging habitat. The substrate and interstitial spaces should have minimal sedimentation. Aquatic invertebrates for food. The spring and cave environments should be 3 capable of supporting a diverse aquatic invertebrate community that includes crustaceans and insects. Subterranean aquifer. During periods of drought or dewatering on the surface 4 in and around spring sites, access to the subsurface water table must exist to provide shelter and protection. EXHIBIT E Environmental Permits Page 33 of 94 Stephen Brooks — Biological and Conference Opinion Page 19 B. Factors Affecting Species Environment within the Action Area Water Quality The water quality of Shadow Canyon Spring and proposed critical habitat unit 13 has not been characterized but are inferred to be supportive of the Georgetown salamander and its preybase based on the mostly natural conditions of the area above the spring. A large (8 -ft diameter, 208 ft deep) abandoned well on the Shadow Canyon tract (F-36) was reported by ACI Consulting (2002) but not mentioned in the BA. Wells may be vandalized and become conduits for groundwater contamination. The Texas Water Development Board well database includes several wells in the action area along SH 29. Dye trace research, which would identify recharge features and inform us of the general groundwater pathways, has not been done in this part of the Edwards Aquifer. Precipitation in the recharge zone in areas near the spring is likely to contribute to springflow. While we are currently unable to identify specific areas where human activities are most likely to degrade groundwater and affect the water quality of Shadow Canyon Spring, continuous adequate water quality and springflow will depend on maintenance of natural areas near and upgradient from the spring. Water Quantity There are only a few recorded observations of the springflow discharge rate from Shadow Canyon Spring. Appendix B of the BA states that the spring is located just above the lithologic contact of the Edwards Limestone and the underlying Comanche Peak Limestone. Above the spring, the Edwards Limestone is karstified and part of the Edwards Aquifer Recharge Zone as delineated by the TCEQ. The Shadow Canyon Spring was visited on July 26, 2010, by ACI Consulting staff who reported springflow discharge of 3 to 5 gallons per minute (0.007 to 0.011 cubic feet per second). Shadow Canyon Spring was visited by Kemble White in July, 2009, and he reported the springflow as a trickle. We are unaware of any other spring discharge estimations. Shadow Canyon Spring is a small spring and the surface area of aquatic habitat (including the bed of spring and the vertical surfaces of the spring box) is likely to be smaller than better studied GS localities like Swinbank Spring. We have no reports of springflow failing at Shadow Canyon Spring and we infer flow there is perennial at least in recent years. The current quantity of Georgetown salamander habitat in the action area is likely to support a small salamander population. However, because it is a small magnitude spring, it may be adversely affected by: (1) alterations in its recharge area that prevent or reduce recharge and infiltration, (2) pumping or inadvertent interception of groundwater in the area, and (3) reduced rainfall during a drought. Potentially even a slight decrease in groundwater levels may result in loss of flow at Shadow Canyon Spring. Currently, there is no comprehensive groundwater permitting authority in Williamson County. While Jones (2003) reported that total annual pumpage from the Northern Segment of the Edwards Aquifer is predicted to fall in the range of 5,000 to 10,000 acre-feet per year, no pumping data relevant to the Edwards Aquifer and its springs in Williamson County have been provided. Physical Disturbance of Habitat The BA included photographs of Shadow Canyon Spring surrounded by a short limestone masonry wall. The pool formed by a circular stone masonry wall reported to be about 3 feet in EXHIBIT E Environmental Permits Page 34 of 94 Stephen Brooks — Biological and Conference Opinion Page 20 diameter and 1 foot high. To the best of our knowledge, the condition of this small spring is the same as when it was surveyed in 2004. IV. Effects of the Action This section includes an analysis of the direct and indirect effects of the proposed action and its interrelated and interdependent activities on the species and/or proposed critical habitat. A. Factors to be considered This analysis will look at the effects in four focal areas, beginning with Shadow Canyon Spring and extending outward: (A) Shadow Canyon Spring and associated aquatic habitat, (B) the proposed surface critical habitat found within 50 meters of Shadow Canyon Spring, (C) the proposed subsurface critical habitat consisting of the Edwards Aquifer within 300 meters of Shadow Canyon Spring, and (D) the surface watershed above Shadow Canyon Spring and the potential recharge zone of Shadow Canyon Spring (herein, Shadow Canyon Spring Springshed) (Figure 5). The effects of the action depend on understanding how a wide variety of activities and land use changes affect: (1) groundwater-springwater water quality and (2) the areal extent and rate of recharge and infiltration to the part of the Edwards Aquifer contributing to flow to Shadow Canyon Spring. A primary factor of our uncertainty arises from not knowing the boundaries of the Shadow Canyon Spring Springshed (focal area D). The recharge area to karst spring systems is not necessarily obvious and cannot be strictly determined from a topographic map (Barbara Mahler, USGS, pers. comm. 2013). Notwithstanding the difficulties in determining the recharge area for Shadow Canyon Spring, our assumption in this opinion is that the upland area of the Shadow Canyon tract (land above the elevation contour 830 feet) provides a non -trivial amount of the recharge for Shadow Canyon Spring. Due to the relatively low springfiow rate at Shadow Canyon Spring, pollution of groundwater flowing through the conduits to Shadow Canyon Spring would be expected to have a significant effect to the spring fauna. The primary effects of the action are related to the land use changes proposed after the section 404 work is done. Therefore, land activities that generate polluted stormwater, which may infiltrate and percolate to the Edwards Aquifer (the source of Shadow Canyon Spring), represent the most likely contributor to spring water quality degradation and adverse effects to the GS. Proximity to the Action The activities proposed to be authorized by the USACE occur downstream of Shadow Canyon Spring or in an adjacent draw. The Shadow Canyon development involves land use changes from oak juniper woodlands to roads, apartments, homes, and businesses. The roads, stormwater system, and sewage pipeline system necessary for the development will cross majority of the 311 acre tract. A significant portion of these land use changes are in the Edwards Aquifer Recharge Zone and at elevations above Shadow Canyon Spring. Distribution and Timing The activities authorized by the proposed section 404 permit are expected to be done within a year of this opinion. The development of Shadow Canyon is proposed in four phases. Several EXHIBIT E Environmental Permits Page 35 of 94 Stephen Brooks — Biological and Conference Opinion Page 21 aspects including the apartment complex and commercial development are not identified with a particular phase. Nature of the Effect and Duration The activities authorized by the proposed section 404 permit are not expected to disturb or alter Shadow Canyon Spring. A water quality pond (I -C) is proposed just upstream of Spring F-14. The land use changes above Shadow Canyon Spring are expected to alter the quantity of water recharged to the Edwards Aquifer. The baseflow of area springs may decrease as there will be an increase in imperviousness of the Edwards Aquifer Recharge Zone in the Shadow Canyon tract. The proposed apartment complex is expected to have a large roof and parking lot. Concentrated runoff may form channelized paths through the thin soils to undiscovered solution openings in the Edwards Limestone. When rainfall reaches certain thresholds, infiltration and percolation of development runoff is expected to reach groundwater conduits leading to Shadow Canyon Spring. We expect there will be extended periods where springflow and spring water quality will be normal, but post -development there will be intermittent periods where rainfall overtops curbs and stormwater inlets potentially carrying heavy metals and pesticides to Shadow Canyon Spring. B. Analyses for the Effects of the Action Direct Effects No direct effects to GS salamanders are expected due to the location of the activities authorized by the proposed section 404 permit away from and downgradient of Shadow Canyon Spring. Indirect Effects The proposed development of roads, single family homes, and apartments in proximity to Shadow Canyon Spring is a primary factor to be considered in the effects of the action. The BA identifies the preservation of open space at and near Shadow Canyon Spring as a conservation measure but the narrow configuration of the open space and adjacent roads present a scenario where an above average rainfall event episodically will likely result in stormwater spilling over conventional curbs and flowing to Shadow Canyon Spring. The presence of roads near the springs means the increased risk of vehicular accidents and hazardous material spills on what likely constitutes part of the recharge zone for the spring. The proposed action involves land -clearing and construction of more than one hundred single family homes within 300 meters of Shadow Canyon Spring. The area associated with the distance of 300 meters of Shadow Canyon Spring is mentioned since it is represents the proposed subsurface critical habitat. The following is a summary of the main anticipated effects by focal area. (A) Shadow Canyon Spring Water Quality The spring is located in a designated water quality easement and no planned land disturbance is expected in the immediate vicinity of the spring. The spring itself may be subject to an increased risk of vandalism and dumping due to an increase in the nearby human population. The EXHIBIT E Environmental Permits Page 36 of 94 Stephen Brooks — Biological and Conference Opinion Page 22 springbox, if intact, would generally prevent surface runoff in the WAT-5 draw from entering the spring. The exception would be during runoff events that overtop the springbox. The nearest weather station at Lake Georgetown provides daily precipitation totals since January 1982. In the 32 -year period of record from 1982 through 2013, daily precipitation totals have met or exceeded 4 inches on 6 occasions or on the average, about once every five years (Table 5). According to the U.S. Department of Agriculture (1986), the 5 -year 24-hour rainfall event for central Williamson County is 5.5 inches. Additionally, Williamson County is in the area designated as a Type III rainfall pattern. Type III represents Gulf of Mexico and Atlantic coastal areas where tropical storms bring large 24-hour rainfall amounts. Assuming future rainfall rates (on an hourly scale) and rainfall totals are similar, we expect stormwater runoff to intermittently overtop the springbox whenever flow in the WAT-5 draw exceeds the stone masonry wall. Additionally, infiltration may occur in the draw immediately upstream from the spring. If the runoff water quality is harmful to insects and other invertebrate prey, GS feeding will be adversely affected. Table 5. Daily Rainfall Totals from Lake Georgetown Weather Station: 1982 through 2013 Water Quantity — Effects to Potential Recharge The Shadow Canyon Spring occurs on an area proposed to be maintained as a water quality easement. Left in a semi -natural state, we expect no changes to recharge potential in this area. (B) Proposed surface critical habitat Water Quality Runoff from the Shadow Canyon development is expected to occasionally overtop the curb and gutter system associated with roads aligned close to the proposed surface critical habitat boundary. Additionally, two roadways nearly intersect the proposed surface critical habitat on the east and north. A spill or vehicle accident on these roads may lead to a pollution event reaching the proposed surface critical habitat. Water Quantity — Effects to Potential Recharge The subset of the proposed surface critical habitat in the Shadow Canyon tract is proposed to be maintained as a water quality easement. Left in a semi -natural state, we expect no changes to recharge potential in this area. The subset outside of the Shadow Canyon tract (immediately to EXHIBIT E Environmental Permits Page 37 of 94 Number of Events in Average Number Daily (24 Hour) Total Period of Record at Lake of Events Per Precipitation in Inches, Georgetown Weather Year for Period of Met or Exceeded Station Record 1.5 176 5.50 2.0 91 2.84 3.0 29 0.91 4.0 6 0.19 5.0 2 0.06 14.0 1 0.03 Water Quantity — Effects to Potential Recharge The Shadow Canyon Spring occurs on an area proposed to be maintained as a water quality easement. Left in a semi -natural state, we expect no changes to recharge potential in this area. (B) Proposed surface critical habitat Water Quality Runoff from the Shadow Canyon development is expected to occasionally overtop the curb and gutter system associated with roads aligned close to the proposed surface critical habitat boundary. Additionally, two roadways nearly intersect the proposed surface critical habitat on the east and north. A spill or vehicle accident on these roads may lead to a pollution event reaching the proposed surface critical habitat. Water Quantity — Effects to Potential Recharge The subset of the proposed surface critical habitat in the Shadow Canyon tract is proposed to be maintained as a water quality easement. Left in a semi -natural state, we expect no changes to recharge potential in this area. The subset outside of the Shadow Canyon tract (immediately to EXHIBIT E Environmental Permits Page 37 of 94 Stephen Brooks — Biological and Conference Opinion Page 23 the west) is currently in the same semi -natural state. However, the two proposed roads (SW 3 and Shadow Canyon Drive) will alter the current surface topography and normally divert water that would have flowed across the recharge zone near (including upgradient from) Shadow Canyon Spring. In short, the proposed roads and other developments will likely decrease local recharge in the proposed surface critical habitat due to altered runoff patterns. Anticipated effects in the proposed surface critical habitat include episodic high flow events that will likely scour the aquatic habitat downstream of Shadow Canyon Spring. When impervious cover in the watershed increases, the flows through the draw will become more flashy. Higher water velocities may potentially remove gravels, cobbles, and rubble substrate used by GS. (C) Proposed subsurface critical habitat Water Quality The proposed land use changes in the area above proposed subsurface critical habitat represent a potential source of pollution. The BA provides minimal information on the Edwards Aquifer recharge zone land -surface water -table connection. Chemical applications within the Shadow Canyon tract are likely to include herbicides, fertilizers, temuticides, and other insecticides. These chemicals may dissolve in runoff or sorb to suspended sediments in runoff. The hazards to wildlife posed by these chemicals on residential single family lots, roads, and residential multi -family development are more likely when karst landscapes and thin soils are present since little filtration is likely to occur. In brief, springs in karst watershed setting are vulnerable to degradation from these anthropogenic chemicals and fecal group bacteria (from pets and leakage from sanitary sewer systems). A sewage leak that flowed through the subsurface to Shadow Canyon Spring would potentially harm most or all of the insects, crustaceans, and salamanders present if the high biological oxygen demand of sewage drove dissolved oxygen to an unsuitable level. The application of chemicals on lawns and landscapes will result in runoff that will transport a wide variety of pollutants presently absent from the springshed. The introduction of contaminants by human activities is expected to take place in the residential single family lots above the proposed subsurface critical habitat. Since this area is the Edwards Aquifer recharge zone and generally overlaid by thin soils, precipitation falling directly on lawns may infiltrate the subsurface and flow to groundwater pathways leading to Shadow Canyon Spring. Runoff not conveyed by the stormwater system will pond, flow overland, evaporate, be taken up by plants, or infiltrate. Water Quantity — Effects to Potential Recharge Focusing on the area within the Shadow Canyon tract over the proposed subsurface critical habitat, the proposed land use changes will result in an increase in impervious cover from the current level near zero to the expected ultimate developed state of about 48 percent. The assumed impervious cover value for single family residential development with 0.2 -acre lots is interpolated from data presented in Cappiella and Brown (2001). The assumed impervious cover value for multi -family residential development is based on impervious cover allowed under the Georgetown Unified Development Code for properties over the Edwards Aquifer. EXHIBIT E Environmental Permits Page 38 of 94 Stephen Brooks — Biological and Conference Opinion Page 24 Table 6 shows the breakdown of acreages and assumed impervious cover for proposed land use in Shadow Canyon above the 830 ft contour. This shows that for the subset of Shadow Canyon above Shadow Canyon Spring (830 ft elevation), impervious cover will reach about 48 percent, based on full build out. Table 6. Land Use and Assumed Impervious Cover for Areas in Shadow Canyon above the Elevation of 830 ft. A concurrent decrease in recharge would be expected if the development occurs over the actual recharge zone for Shadow Canyon Spring. Herein, we focus on the subset of Shadow Canyon above the 830 ft contour because it is this area that has relevance to Shadow Canyon Spring and future springshed conditions. Even if the springshed occurs on properties external to Shadow Canyon, the ultimate development is expected to result in about 50 percent impervious cover upgradient from Shadow Canyon Spring. Given that Shadow Canyon Spring has a small discharge, it is likely that covering recharge features in its springshed will make it more likely that spring will cease flowing during an extended drought. (D) Springshed for Shadow Canyon Spring EXHIBIT E Environmental Permits Page 39 of 94 Incremental Assumed Area of Land Percent of Contribution of Shadow Canyon Impervious Use Type Total Area Impervious Cover Land Use above Cover, above 830 ft above 830 above 830 ft 830 ft Contour in Percent Contour, in ft Contour Contour, Acres in Percent Single Family Residential 480 60.9 39 18.9 (mean 0.2 -acre lot) Multi -Family 60 • 27.6 18 10.7 Residential Commercial 62 • 10.4 7 4.2 Open Space 0 33.1 21 0.0 Streets 100' 22.7 15 14.7 48.4% 154.7 100 Impervious Cover Total Area, for Area above in Acres 830 ft Contour ❑ Based on Cappiella and Brown 2001 ♦ Based on Georgetown Unified Development Code (2012) and Conservation Subdivision Designation • Based on the assumptions of no impervious cover in water quality easements and no pervious medians for streets A concurrent decrease in recharge would be expected if the development occurs over the actual recharge zone for Shadow Canyon Spring. Herein, we focus on the subset of Shadow Canyon above the 830 ft contour because it is this area that has relevance to Shadow Canyon Spring and future springshed conditions. Even if the springshed occurs on properties external to Shadow Canyon, the ultimate development is expected to result in about 50 percent impervious cover upgradient from Shadow Canyon Spring. Given that Shadow Canyon Spring has a small discharge, it is likely that covering recharge features in its springshed will make it more likely that spring will cease flowing during an extended drought. (D) Springshed for Shadow Canyon Spring EXHIBIT E Environmental Permits Page 39 of 94 Stephen Brooks — Biological and Conference Opinion Page 25 Water Quality The effects in this focal area are expected to be similar to those described above for proposed subsurface habitat. The springshed may include State Highway 29 and its right-of-way. The Georgetown Development tracking system shows multiple developments under construction or planned in the potential recharge zone for Shadow Canyon Spring. All of the negative effects of urban land use discussed above are likely to occur throughout the developable parts of this focal area. Water Quantity — Effects to Potential Recharge To the extent that impervious cover increases in the springshed, recharge is expected to decrease. In this case, due to the broad and increasing pace of development along SH 29, a decrease in natural recharge is likely. An exception would be if ditches (or some inadvertent runoff pathway) hit a recharge feature, recharge would be artificially enhanced. Another exception may occur when water mains with chlorinated water break or leak, potentially recharging millions of gallons of water to a groundwater network leading in part to Shadow Canyon Spring. If chlorinated water dominated the spring area for a long enough duration, few if any salamanders would be expected to survive. C. Georgetown Salamander Response to Proposed Action Numbers of Individuals Affected Water quality degradation may adversely affect some or all of the salamanders present in Shadow Canyon Spring. The potential decrease in recharge to the aquifer supplying flow to Shadow Canyon Spring may cause the spring to shift from being perennial to ephemeral. In the event springflow fails, most or all of the observable salamanders would die. There is no site specific information that a subsurface population exists at Shadow Canyon Spring although some individuals may succeed in remaining in wetted habitat by descending into groundwater conduits or the interstices of submerged substrates. A subset of the threats and stressors discussed above in the status of the species and environmental baseline are expected to result in the degradation of water quality at Shadow Canyon Spring. The decrease in water quality would result from the conventional and expected land application of insecticides, herbicides, and fertilizer in the area immediately upgradient from Shadow Canyon Spring. Given the geologic units present and thin soils, little filtration of stormwater is expected, and degraded water that is not captured by the stormwater system is expected to infiltrate the soils, moving down through fractures, dissolved conduits, and rock facies to mix with groundwater. If contaminants in groundwater persist at levels with biological activity, we would expect decreased growth and reproduction of salamanders. In addition, pollution would reduce the numbers and biomass of susceptible invertebrates. A decrease in the invertebrate preybase would adversely affect the GS population. There are no easily available models to address multiple contaminants resulting from human activities to evaluate effects on spring dependent fauna. Sensitivity to Change Like its sister species in central Texas (Barton Springs salamander, Jollyville Plateau salamander, and Salado salamander), the Georgetown salamander is considered a sensitive EXHIBIT E Environmental Permits Page 40 of 94 Stephen Brooks — Biological and Conference Opinion Page 26 species. As discussed in the final listing rule, salamander populations associated with more urbanized areas appear to be a greater risk of extirpation. V. Cumulative Effects Cumulative effects include the effects of future State, tribal, local, or private actions that are reasonably certain to occur in the action area considered in this biological opinion. Future Federal actions that are unrelated to the proposed action are not considered in this section because they require separate consultation pursuant to section 7 of the Act. The City of Georgetown has ordinances to maintain water quality in the Edwards Aquifer recharge zone while allowing development to occur. The ordinances require buffers around springs and streams in the Edwards Aquifer recharge zone. The stream buffers are scaled to the drainage area of the waterway and consider the Federal Emergency Management Agency (FEMA) designated floodplains. Georgetown water quality protection measures on the Edwards Aquifer recharge zone include permanent structural best management practices designed to remove 80 (potentially requiring 85) percent removal of total suspended solids in project runoff. New projects will be required to achieve 85% removal of total suspended solids. Groundwater Quality and Quantity The primary cumulative effects expected will result from land use changes in the springshed of Shadow Canyon Spring as Georgetown grows and urbanizes along State Highway 29. Groundwater in this area is particularly vulnerable to pollution because in karst terrains, aquifers have low self -purification capabilities (Kresic et aI. 1992). Additionally, there may be rapid infiltration of surface waters into the underground. The development of land to the west of Shadow Canyon is relevant since it is likely to include part of the recharge zone for Shadow Canyon Spring. All of the adverse effects resulting from development discussed above apply to adjacent tracts, should they be developed. The main effect expected is a reduction in water quality. The focus of TCEQ and local regulations is to limit total suspended solids (TSS) from reaching a receiving stream. However, there are other contaminants besides TSS (e.g., neonicotinoid systemic insecticides, dissolved metals or organics) that: (1) may be present in runoff, (2) are extremely toxic to fish and other aquatic organisms, and (3) may cause morbidity and mortality of salamanders and their prey. Another potential stressor to groundwater quality is leakage or overflow from the sanitary sewer systems in the springsbed, which would potentially result in harmful levels of ammonia and lower dissolved oxygen. The future non -Federal actions that present risks to the Shadow Canyon Spring population of Georgetown salamanders are the land use changes proposed or likely in the recharge area for the spring. The land use changes will result in human activities transporting, applying, and occasionally spilling materials on the recharge zone. Given precipitation and lawn -landscape irrigation, some of these contaminants are likely to be transported by water to the groundwater network supplying flow at Shadow Canyon Spring. The biological activity of these contaminants will depend on the duration of elevated environmental concentrations and we expect the Georgetown salamander will be adversely affected in terms of its food supply, growth, health, and reproduction. The primary and secondary productivity of the Shadow Canyon Spring is likely small compared to other aquatic habitats like the San Gabriel River. Prey availability may be a main factor in the carrying capacity of the Shadow Canyon Spring habitat and pollution EXHIBIT E Environmental Permits Page 41 of 94 Stephen Brooks — Biological and Conference Opinion Page 27 of the springwater with chemicals toxic to aquatic invertebrates would likely result in a decrease in the condition and number of Georgetown salamanders present. There is uncertainty about the boundary for the recharge zone for Shadow Canyon Spring, which may extend beyond the action area. Williamson County quarry operations may intersect groundwater and alter groundwater levels and flowpaths. Additionally, an increase in impervious cover in the Shadow Canyon Spring recharge zone may result in decreased recharge. This would increase the likelihood that Shadow Canyon Spring may cease to flow during a severe drought. The proposed action is likely to degrade water quality and reduce recharge for Shadow Canyon Springs. Considering the long-term (next 100 years), multiple events are likely to occur that would result in the extirpation of the Georgetown salamander from Shadow Canyon Spring. Within the area potentially recharging Shadow Canyon Spring (upper Shadow Canyon tract and areas the west of Shadow Canyon (presumed likely to be developed), chemical applications are likely to include herbicides, fertilizers, termiticides, and other insecticides. After precipitation events, the runoff and recharge in this area are expected to have concentrations of these chemicals that exert adverse biological effects on aquatic organisms. With expected chemical use nearby over the coming years and decades, contaminants carried in recharge are expected to periodically break through to Shadow Canyon Spring. Cumulative development will increase impervious cover and concurrently decrease recharge for Shadow Canyon Spring as the areal extent available for infiltration is reduced. The entire population of Georgetown salamanders consists of more than 14 sites distributed among multiple watersheds (equivalent to HUC12 subwatersheds). To the best of our knowledge, there is not likely to be any intersite movement with the exception of the few sites close to another site. Our expectation is by the time the expected ultimate developed state of its springshed is reached, the presumably small population of Georgetown salamanders at Shadow Canyon Spring will have mortality rates that exceed fecundity rates and become extirpated (locally extinct). It is unlikely to be recolonized from the other Georgetown salamander population in the subwatershed due to the distance involved. A species viability is determined in part by the number and distribution of populations (redundancy). There are 18 known historic sites for Georgetown salamander. As stated in the final listing rule, four of the 18 sites may already be extirpated. Only two of the 18 sites are known to have a population size that exceeds 100. The status of current populations is detailed in the final rule listing GS as threatened. While the population size of 14 sites (including Shadow Canyon Spring) is unknown, the existence of multiple GS populations means the species is more likely to survive in the wild, retaining the potential for recovery. The potential extirpation of one population (Shadow Canyon Spring) reduces redundancy for Georgetown salamanders. The most southern HUC12 hydrounit (Lower South Fork San Gabriel River) in the Georgetown salamander range presently has GS populations in Shadow Canyon Spring and Garey Ranch Spring The potential extirpation of the Shadow Canyon Spring population of GS would effectively reduce representation in this hydrounit by half. However, the continued presence of 13 or more remaining populations will help ensure the species status remains at threatened as local efforts progress to conserve water quality over the Northern Segment of the EXHIBIT E Environmental Permits Page 42 of 94 Stephen Brooks — Biological and Conference Opinion Page 28 Edwards Aquifer. Thus, the proposed action is not likely to jeopardize the continued existence of the Georgetown salamander. VI. Conclusion Our biological opinion is based primarily on the current 14 Georgetown salamander populations, which provide redundancy. In addition, all currently known sites are protected by Georgetown ordinances and two of the sites are protected as preserves. After reviewing the current status of Georgetown salamander, the environmental baseline for the action area, the effects of the proposed action, and the cumulative effects, it is the Service's biological opinion that the USACE section 404 authorization of fill in waterways of Shadow Canyon, as proposed, is not likely to jeopardize the continued existence of the Georgetown salamander. VII. Incidental Take Statement Section 9 of the Act and Federal regulations pursuant to section 4(d) of the Act prohibit the take of endangered and threatened species, respectively, without special exemption. Take is defined as to harass, harm, pursue, hunt, shoot, wound, kill, trap, capture or collect, or to attempt to engage in any such conduct. Harm is further defined by the Service to include significant habitat modification or degradation that results in death or injury to listed species by significantly impairing essential behavioral patterns, including breeding, feeding, or sheltering. Harass is defined by the Service as intentional or negligent actions that create the likelihood of injury to listed species to such an extent as to significantly disrupt normal behavior patterns which include, but are not limited to, breeding, feeding or sheltering. Incidental take is defined as take that is incidental to, and not the purpose of, the carrying out of an otherwise lawful activity. Under the terms of section 7(b)(4) and section 7(0)(2), taking that is incidental to and not intended as part of the agency action is not considered to be prohibited taking under the Act provided that such taking is in compliance with the terms and conditions of this Incidental Take Statement. The Service expects that USACE section 404 authorization of fill into the jurisdictional waterways of the Shadow Canyon development will not result in the incidental take of individuals of Georgetown salamanders. However, the land development activities that are interdependent to the USACE authorization will ultimately result in some groundwater pollution. The pollutants associated with an urbanized watershed are likely to be transported to groundwater upgradient from Shadow Canyon Spring over subsequent years and decades. These pollutants will vary in terms of their fate and toxicity. Eventually, given more human activities in the recharge zone, we expect peak springflows (following a rain event the springshed) will have higher concentrations of pollutants such as biogenic nitrogen (similar to the variability seen at Barton Springs) (Mahler et al. 2012). Biogenic nitrogen results from human or animal waste, or both and has been implicated as a likely source of nitrate in Barton Springs. Using nitrate as an example of an urban pollutant, we would be concerned if nitrate levels exceeded the 2 mg nitrate (NO3-N/1) level recommended by Camargo et al. 2005 to protect sensitive freshwater species. Incidental take of GS may be the result of a decrease in the availability of food, if water quality in Shadow Canyon Spring is not supportive of sensitive microcrustaceans, aquatic insects, and other invertebrate prey. A reduction in food availability may lead to a decrease in the health of individuals and growth. EXHIBIT E Environmental Permits Page 43 of 94 Stephen Brooks — Biological and Conference Opinion Page 29 We anticipate occasional storm -related recharge events causing adverse effects to 50 percent of the Georgetown salamander population at Shadow Canyon Spring as groundwater with anthropogenic compounds arrive at the spring. The return interval for this type of event (5.5 inch rain over 24 hours) is five years. Take will be in the form of death of individuals from pollution events where the mixture of urban contaminants reaches acute LC50 levels (generally in less than 48 hours). Other more frequent pollution events may inhibit Georgetown salamander growth and reproduction. Groundwater pollution may also result in chronic adverse effects to Georgetown salamanders and their invertebrate prey, the most likely of these is to reduce or inhibit growth and re roductive rates. The GS habitat available at Shadow Canyon Spring is estimated at 1.6 meter This is based on an estimated 0.6 meter2 of surface habitat and an inference that additional subsurface habitat is available. We estimate nearby subsurface GS habitat totals 1.0 meterz (consisting of nearby groundwater conduits and interstitial space). The density of GS is estimated at an average of 5 individuals per metersz, based on Pierce et al. 2014 reported population sizes for two spring runs (Twin Springs and Swinbank Springs spring runs are assumed to be I meter wide). The Shadow Canyon Spring GS population is estimated to average 8 individuals (based on 1.6 meterz GS habitat and 5 GS per meter). In the foreseeable future with the proposed development, the Shadow Canyon springs recharge zone will by dominated by urban land use. Storm -related recharge is expected to transport anthropogenic compounds persistently at low levels. Intermittently (5 year return interval), we expect storm -related recharge to present higher levels of pollutants that have concentrations directly affecting GS. A 5 -year storm is anticipated to transport pollutants such as nitrate that will be detectable, elevated for more than 48 hours, and detrimental to the health of GS. The incidental take is expected to be 4 individuals over a period of five years. If the Georgetown salamander population size estimate for all Shadow Canyon Spring associated habitat is less than 4 individuals, the incidental take for this action will be considered to be depleted and no further incidental take is authorized. Periodic groundwater pollution events are anticipated. They are expected to be temporary in nature unless a persistent contaminant is spilled in the springshed. The return interval of these events is considered to be on par with larger storm events that may not occur annually but would be expected on the average every five years. While a large storm would have presumably more recharge, increase springflow, and result in some dilution of pollutants, the concern is a large storm event will mobilize pollutants on the surface in the springshed. We expect the environmental concentration of insecticides and other chemicals to remain elevated over a period of hours and perhaps days resulting in unsuitable habitat for salamanders and their prey. a. Reasonable and Prudent Measures The measures described below are non -discretionary, and must be undertaken by the USACE so that they become binding conditions of any grant or permit issued to the applicant, as appropriate, for the exemption in section 7(0)(2) to apply. The USACE has a continuing duty to regulate the activity covered by this incidental take statement. If the USACE: (1) fails to assume and implement the terms and conditions or (2) fails to require the applicant to adhere to the terms and conditions of the incidental take statement through enforceable terms that are added to the permit or grant document, the protective coverage of section 7(0)(2) may lapse. In order to EXHIBIT E Environmental Permits Page 44 of 94 Stephen Brooks — Biological and Conference Opinion Page 30 monitor the impact of incidental take, the USACE must report the progress of the action and its impact on the species to the Service as specified in the incidental take statement [50 CFR §402.14(i)(3)]. The following reasonable and prudent measures presented below are necessary and appropriate to minimize the incidental taking authorized by this biological opinion. 1. The USACE shall: (a) ensure the applicant (San Gabriel Harvard Limited) avoids and minimizes adverse effects to Georgetown salamanders, to the maximum practicable extent and (b) condition their section 404 authorization to the applicant in order to reduce potential risks to the Shadow Canyon Spring population of Georgetown salamanders. 2. The USACE shall condition their authorization to the applicant to ensure the water quality of runoff and stormwater in the Edwards Aquifer recharge zone within 80 meters of Shadow Canyon Spring is maintained in a natural state. 3. The USACE shall ensure the applicant minimizes potential pollution of groundwater near Shadow Canyon Spring by permanently protecting in a natural condition all identifiable recharge features of the Edwards Aquifer Recharge Zone supplying Shadow Canyon Spring. b. Terms and Conditions In order to be exempt from the prohibitions of section 9 of the Act, the USACE must comply with the following terms and conditions that implement the reasonable and prudent measures described above and outline required reporting/monitoring requirements. The Service does not consider these Terms and Conditions to be a major change to proposed action. These terms are non -discretionary. 1. The USACE will work with the applicant to ensure that the area within 80 meters of Shadow Canyon Spring is permanently maintained in a natural condition that is additionally free of roads, development, and sanitary sewer infrastructure (Figures 6a and 6b). In order to prevent the pollution of surface water, groundwater, and springfiow associated with Shadow Canyon Spring and reducing the effective recharge area for Shadow Canyon Spring, the proposed roads (SW 3 and Shadow Canyon Drive) will be built outside an area defined by a distance of 80 meters from Shadow Canyon Spring. All protected areas (e.g., water quality easements) will be surveyed by a registered professional land surveyor and the survey will be submitted to the USACE and Service. All protected areas will be protected in perpetuity with a third party conservation easement holder. 2. The USACE will work with the applicant to ensure that no coal -tar based sealcoat materials are applied to pavement, parking lots, playgrounds, or driveways in the Shadow Canyon tract. This will reduce a known source of the pollutant class polycyclic aromatic hydrocarbon compounds (PAHs), which are persistent and toxic to fish and other aquatic life. 3. The USACE will ensure that annual biological surveys of Shadow Canyon Spring are made and reported to USFWS. Surveys shall be made annually from the issuance of USACE authorization and continue at least five years after the completion of residential subdivision EXHIBIT E Environmental Permits Page 45 of 94 Stephen Brooks — Biological and Conference Opinion Page 31 Phase One or the multi -family development, whichever occurs last. The Service encourages the coordination of monitoring efforts at Shadow Canyon with the broader Adaptive Management working group established by the City of Georgetown and Williamson County. In the event that no surveys are done, the USACE will ensure the Service is allowed access to Georgetown salamander habitat in Shadow Canyon, including Shadow Canyon Spring, springs labeled F-14 and F-15, and the water well labeled Weisberg F-36 in the ACI Consulting report (2002). VHI. Conference Opinion Adverse Modification of Proposed Critical Habitat Analysis Effects of Action on Proposed Critical Habitat Analysis The proposed action is likely to degrade water quality and reduce recharge for Shadow Canyon Springs. These are two of the primary constituent elements described in our proposed rule for critical habitat. The Shadow Canyon tract land use changes are inextricably linked to the USACE section 404 authorization. The development of retail, residential single family, and residential multi -family are interrelated activities that depend on the proposed action for its justification. It is the effects of these activities that may compromise the PCEs of the proposed surface and subsurface critical habitats. Citing our Endangered Species Consultation Handbook (Service and NMFS 1998), "if an action affects critical habitat, but does not appreciably diminish the value of constituent elements essential to the species' conservation, the adverse modification threshold is not exceeded. On the other hand, the adverse modification threshold is exceeded when the proposed action will adversely affect the critical habitat's constituent elements or their management in a manner likely to appreciably diminish or preclude the role of that habitat in both the survival and recovery of the species". If the PCEs are temporarily degraded, proposed critical habitat unit 13 may still contribute to survival and recovery of GS. However, if proposed Critical Habitat Unit 13 becomes unoccupied due to extirpation, it will be difficult if not impossible to re-establish a GS population. If the PCEs are permanently degraded due to persistent presence of contaminants that preclude Georgetown salamanders and prey, then Unit 13 will no longer contribute to the group of 14 proposed critical habitat units deemed necessary for the viability of the GS. The loss of one of 14 proposed critical habitat units due to action related decreases in water quality and springfiow will diminish recovery potential particularly if the temporary reduction in the values of PCEs results in extirpation of GS from proposed critical habitat unit 13. Being one of 14 units, the loss would not reach the adverse modification threshold of appreciably reducing the proposed critical habitat PCEs essential to the species conservation. Conference Opinion Conclusion After reviewing the current status, the environmental baseline, the effects of the action and the cumulative effects, it is the Service's Conference Opinion that the action, as proposed, is not likely to destroy or adversely modify proposed critical habitat for the Georgetown salamander. The effects of the action may result in episodic reduction in primary constituent elements at proposed critical habitat unit 13. You may ask the Service to confirm the conference opinion as a biological opinion issued through formal consultation when critical habitat is finalized. The request must be in writing. If EXHIBIT E Environmental Permits Page 46 of 94 Stephen Brooks — Biological and Conference Opinion Page 32 the Service reviews the proposed action and finds that there have been no significant changes in the action as planned or in the information used during the conference, the Service will confirm the conference opinion as the biological opinion on the action and no farther section 7 consultation will be necessary. IX. Conservation Recommendations Section 7(a)(1) of the Act directs Federal agencies to use their authorities to fo ther the purposes of the Act by carrying out conservation programs for the benefit of endangered and threatened species. Conservation recommendations are discretionary agency activities to minimize or avoid adverse effects of a proposed action on listed species or proposed critical habitat, to help implement recovery plans, or to develop information. The Service makes these conservation recommendations: (1) Develop, implement, and report on hydrogeologic research that delineates the springshed for Shadow Canyon Spring. This would likely include a network of groundwater wells with monitoring equipment to track groundwater levels and groundwater quality. Develop and implement land use plans that will help ensure non -degradation of proposed critical habitat PCEs due to the Shadow Canyon development. (2) Building on Conservation Recommendation 1, prepare and implement a low impact development strategy for the entire Shadow Canyon tract. Establish agreements with the Shadow Canyon landowners to have long-term commitments to the low impact development strategies and practices. (3) The Applicant should coordinate with the City of Georgetown and Williamson County to explore alternative regional roads to avoid and minimize adverse effects to proposed surface and subsurface critical habitat of the Georgetown salamander. For example, proposed road SW3 should be aligned or removed from the Shadow Canyon Project in order to avoid crossing the proposed subsurface critical habitat proposed for Unit 13 and other proposed critical habitat units. Similarly, the Applicant should end Shadow Canyon Drive at Malabar Drive or Bear Paw Lane and not build the western part of Shadow Canyon Drive. (4) The area around Shadow Canyon Spring should be adequately fenced to prevent access by livestock and people. This will help reduce the likelihood of dumping, pollution, and vandalism to the spring area. Similarly, the area around the water well F-36 should be fenced and protected from unauthorized human access. (5) With the exception of wells dedicated to geohydrologic research, no new water wells should be drilled on the Shadow Canyon tract. No groundwater should be pumped (or in the case EXHIBIT E Environmental Permits Page 47 of 94 Stephen Brooks — Biological and Conference Opinion Page 33 of a flowing artesian well, allowed to discharge) within the Shadow Canyon tract or areas potentially associated with Shadow Canyon Spring. X. Re-initiation Requirements The USACE shall request reinitiation of consultation if. (1) the amount or extent of incidental take is exceeded; (2) new information reveals effects of the agency action that may affect species or critical habitat in a manner or to an extent not considered in this biological and conference opinion; (3) the agency action is subsequently modified in a manner that causes an effect to the species or critical habitat that was not considered in this biological and conference opinion; or (4) a new species is listed or critical habitat designated that may be affected by the action. We appreciate the opportunity to work with the U.S. Army Corps of Engineers. If you have any needs or questions on the Shadow Canyon consultation -conference, please contact Tanya Sommer at 512 490-0057, extension 222. Sincerely, Adam Zerrenner Field Supervisor EXHIBIT E Environmental Permits Page 48 of 94 Stephen Brooks — Biological and Conference Opinion Page 34 Figures 1. Overview Shadow Canyon Development 2. Action Area 3. Development Phases and Jurisdictional Waterways 4. Overview Georgetown Salamander Localities Rangewide 5. Focal Areas in Analysis of Effects of Shadow Canyon Development 6a. 80 meters Setback from Shadow Canyon Spring 6b. Detail of Setback from Shadow Canyon Spring Tables 1. Impacts to Jurisdictional Waters under Section 404 2. Historic Georgetown Salamander Localities 3. List of Threats to Georgetown Salamander by Factor 4. Primary Constituent Elements of Proposed Critical Habitat 5. Rainfall Statistics for Lake Georgetown Station 6. Land Use and Assumed Impervious Cover for Areas in Shadow Canyon above the Elevation of 830 ft EXHIBIT E Environmental Permits Page 49 of 94 Stephen Brooks — Biological and Conference Opinion Page 35 References Cited ACI Consulting. 2002. Geologic assessment for the McLester Tract in Williamson County, Texas. Prepared for Harvard Investments. July. ACI Consulting. 2011. Pre -construction notification and section 404 nationwide permit #29 authorization request submittal, Shadow Canyon in Williamson County, Texas. On behalf of U.S. Army Corps of Engineers, Fort Worth District by San Gabriel Harvard Limited Partnership. January. Austin, Texas. Revised and resubmitted in 2013. ACI Consulting. 2013. Biological assessment for Shadow Canyon tract, Williamson County, Texas. Submitted to U.S. Army Corps of Engineers, Fort Worth District by San Gabriel Harvard Limited Partnership. Revised August 2013. Austin, Texas. Albers, Peter H. 2003. Petroleum and individual polycyclic aromatic hydrocarbons. Pages 341- 371 in Hoffman, D.J., Rattner, B.A, Burton, G.A. Jr., and J. Cairns, Jr., editors. Handbook of Ecotoxicology. CRC Press, Inc., Boca Raton, Florida, USA. Aller, Linda, Truman Bennett, J.H. Leer, R.J. Petty, and Glenn Hackett. 1987. DRASTIC — a standardized system for evaluating ground water pollution potential using hydrogeologic settings. U.S. Environmental Protection Agency. EPA/600/2-87/035. 455 p. Alley, William M., Thomas E. Reilly, and O. Lehn Franke. 1999. Sustainability of ground- water resources. U.S. Geological Survey Circular 1186. Bendik, Nathan. 2013. Personal communication. City of Austin Public comments on proposed rule (FWS- R2 -ES -2013-0001). City of Austin. March 11, 2013. 4 pp. Boghici, Radu. 2011. Changes in water levels in Texas, 1995 to 2005. Texas Water Development Board. Report 379. July 2011. 64 pp. Camargo, Julio. Alvaro Alonso, and Annabelle Salamanca. 2005. Nitrate toxicity to aquatic animals: a review with new data for freshwater invertebrates. Chemosphere 58:1255- 1267. Cappiella, Karen and Kenneth Brown. 2001. Impervious cover and land use in the Chesapeake Bay watershed. Center for Watershed Protection. Ellicott City, MD. Chippindale, Paul T., Andrew H. Price, John J. Wiens, and David M. Hillis. 2000. Phylogenetic relationships and systematic revision of central Texas hemidactyliine plethodontid salamanders. Herpetological Monographs 14: 1-80. Clark, Allan. 2000. Vulnerability of ground water to contamination, Edwards Aquifer recharge zone, Bexar County, Texas, 1998. U.S. Geological Survey Water -Resources Investigations Report 00-4149. Clark, Amy. 2003. Vulnerability of ground water to contamination, Northern Bexar County, Texas. U.S. Geological Survey Water -Resources Investigations Report 03-4072. EXHIBIT E Environmental Permits Page 50 of 94 Stephen Brooks — Biological and Conference Opinion Page 36 Delaware NEMO. 2005. Guide to natural resource-based planning. Product of the Delaware NEMO (Nonpoint Education for Municipal Officials) Program, Delaware Sea Grant College Program, Newark, Delaware. Epp, Kristen J. and Caitlin R. Gabor. 2008. Innate and learned predator recognition mediated by chemical signals in Eurycea nana. Ethology 114: 607-615. Georgetown, City of. 2012. Georgetown Unified Development Code. Title 17 of the Georgetown Code of Ordinances. IPCC. 2007. Climate Change 2007: synthesis report. Summary for policymakers. Jones, Ian C. 2003. Groundwater availability modeling: northern segment of the Edwards Aquifer, Texas. Texas Water Development Board Report 358. Kresic, Nevan, Petar Papic, and Radisav Golubovic. 1992. Elements of groundwater protection in a karst environment. Environ. Geol. Water Sci. 20(3):157-164. Mahler, Barbara. 2013. Personal Communication. Email to U.S. Fish and Wildlife Service, Patrick Connor. November 6. Mahler, Barbara J., Bradley D. Garner, MaryLynn Musgrove, Amber L. Guilfoyle, and Mohan V. Rao. 2006. Recent (2003-05) water quality of Barton Springs, Austin, Texas, with emphasis on factors affecting variability. U.S. Geological Survey Scientific Investigations Report 2006-5299. Morris, William F. and Daniel F. Doak. 2002. Quantitative conservation biology, Theory and practice of population viability analysis. Sinauer Associates, Inc. Sunderland, MA. O'Donnell, Lisa, M. Turner, Mark Sanders, E. Geismar, S. Heilman, and Laura Zebehazy. 2006. Summary of Jollyville Plateau salamander data (1997-2006). City of Austin Watershed and Development Review Department. December 2006. 50 pp. Pierce, Benjamin. 201 la. Report on ecological studies of the Georgetown salamander (Eurycea naufragia) at two sites in Williamson County, Texas, May 2010 - April 2011. Report to the Williamson County Conservation Foundation, Southwestern University, Georgetown, Texas. 37 pp. Pierce, Benjamin. 201 lb. Personal communication. Georgetown salamander site visit notes. October 4, 2011. U.S. Fish and Wildlife Service, Austin, Texas. 3 pp. Pierce, Benjamin. 2011c. Personal communication to U.S. Fish and Wildlife Service. Eurycea naufragia: Locations of known sites. May 12, 2011. 2 pp. Pierce, Benjamin. 2012a. Update on studies of the Georgetown salamander, Eurycea naufragia. Presentation. Southwestern University, Georgetown, Texas. June 11. EXHIBIT E Environmental Permits Page 51 of 94 Stephen Brooks — Biological and Conference Opinion Page 37 Pierce, Benjamin. 2012b. Ecological studies of the Georgetown salamander (Eurycea naufragia) at two sites in Williamson County, Texas, July 2011 - July 2012. Southwestern University, Georgetown, Texas. July 25, 2012. 34 pp. Pierce, Benjamin, James L. Christiansen, Alexis L. Ritzer, and Taylor A. Jones. 2010. Ecology of Georgetown salamanders (Eurycea naufragia) within the flow of a spring. Southwestern Naturalist 55: 291-297. Pierce, Benjamin and Ashley Wall. 2011. Review of research literature related to the biology, evolution, and conservation of Georgetown salamander, Eurycea naufragia. Report to the Williamson County Conservation Foundation, Southwestern University, Georgetown, Texas. 40 pp. Pierce, Benjamin, Kira D. McEntire, and Ashley E. Wall. 2013. Summary of research on movement of the Georgetown salamander (Eurycea naufragia) within two surface springs in Williamson County, TX. Department of Biology, Southwestern University, Georgetown, Texas. Pierce, Benjamin and Kira D. McEntire. 2013. Ecological studies of the Georgetown salamander (Eurycea naufragia) at two sites in Williamson County, Texas, Year 3, August 2012 - July 2013. Report to the Williamson County Conservation Foundation, Southwestern University, Georgetown, Texas. September 15, 2013. 21 pp. Pierce, Benjamin, Kira D. McEntire, and Ashley E. Wall. 2014. Population size, movement, and reproduction of the Georgetown salamander, Eurycea naufragia. Herpetological Conservation and Biology 9(1):137-145. Sparling, Donald W., R. Halbrook, and T. Bommarito. 2009. Acute and chronic effects of coal tar and asphalt sealants on salamanders. Final Report to City of Austin. Southern Illinois University. 65 pp. Texas Commission on Environmental Quality. 2005. Edwards Aquifer Recharge Zone — Chapter 213 Rules. Maps and GIS dataset. Contact Person: Greg Smithhart, TCEQ, Austin. Tupa, Diana D. and William K. Davis. 1976. Population dynamics of the San Marcos salamander, Eurycea nana Bishop. Texas Journal of Science 27:179-195 U.S. Department of Agriculture. 1986. Urban hydrology for small watersheds TR -55. Natural Resources Conservation Service, Conservation Engineering Division. Technical Release 55. U.S. Environmental Protection Agency. 2003. Developing water quality criteria for suspended and bedded sediments (SABS), potential approaches. Office of Water, Office of Science and Technology. Draft. August. U.S. Fish and Wildlife Service. 2007. Federal Fish and Wildlife Permit TE -116313-0 to San Gabriel Harvard Limited Partnership. For 308 acres Shadow Canyon Tract, Williamson County, Texas. 6 pp. EXHIBIT E Environmental Permits Page 52 of 94 Stephen Brooks — Biological and Conference Opinion Page 38 U.S. Fish and Wildlife Service and National Marine Fisheries Service. 1998. Endangered Species Consultation Handbook, Procedure for Conducting Consultation and Conference Activities under Section 7 of the Endangered Species Act. March. Waples, Robin. 2010. Spatial -temporal stratifications in natural populations and how they affect understanding and estimation of effective population size. Molecular Ecology Resources 10:785-796. White, Kemble. 2011. Personal communication. Email from Kemble White, SWCA, to Joshua Booker, USFWS. September 9, 2011. 3 pp. Williamson County Conservation Foundation. 2008. Final Williamson County Regional Habitat Conservation Plan. 248 pp. EXHIBIT E Environmental Permits Page 53 of 94 a 0 1\ 0 1 1 y 6 I /�. .. ..... ... num I On 1STATE HIGHWAY 29 -1. p::OE= �u . ' �•n1'1•- ,- • �'�� ",` I, OMM I r t.25 0.5 1 Miles,A .. 1 KNO •• ���• ®Action Area On &Near Shadow Canyon RIVERS & CREEKS ZONE - EDWARDS AQUIFER TCEQ OW Proposed Critical Habitat Subsurface Unit No. Contributing Recharge SHADOW CANYON TRACT Transition - - - PROPOSED ROAD SW3 Waterway_ActionArea EXHIBIT E Enviranmental Pbe Number Site Name HYDROl1NIT HUC12 la Cobb Springs Dry Berry Ck lb Cobb Well Dry Berry Ck 2 Cowan Creek Spring Low Berry Ck 3 Bat Well Cave Low Berry Ck 4 Walnut Spring Lk G'town 5 Twin Spring Lk G'town 6 Hogg Hollow Spring Lk G'town 7 Cedar Hollow Spring Lk G'tc,m as Knight Spring Lk G'town Bb Cedar Breaks Hiking Trail Lk G'town 9 Water Tank Cave N&M Fork San Gabriel 10 Avant Spring N&M Fork San Gabriel 11 Buford Hollow Springs N&M Fork San Gabriel 12 Swinbank Spring N&M Fork San Gabriel 13 Shadow Canyon Spring L S Fork San Gabriel 14 San Gabriel Spring Smith Brnch & San Gabriel 15 Garay Ranch Spring L S Fork San Gabriel 16 Hogg Hollow II Spring Lk G'town 5 0 0.5 1 2 ® Miles 37 FIGURE 4 OVERVIEW GEORGETOWN SALAMANDER SITES Q Proposed Critical Habitat Subsurface <= 300 m PROPOSED ROAD SW3 =SHADOW CANYON BOUNDARY • GEORGETOWN SALAMANDER SITE EXHIBIT E Environmental Permits Page 57 of 94 dip Regulatory Division DEPARTMENT OF THE ARMY FORT WORTH DISTRICT, CORPS OF ENGINEERS P. O. BOX 17300 FORT WORTH, TEXAS 76102-0300 January 23, 2015 Received° JAN .1 G M5 Harvard Investments SUBJECT: Project Number SWF-2009-00458, Shadow Canyon Development Mr. Chris Cacheris San Gabriel Harvard Limited Partnership 17700 North Pacesetter Way Scottsdale, Arizona 85255 Dear Mr. Cacheris: This letter is in regard to information received February 14, 2009, and subsequent information revived August 12, 16, 21, 2013, August 21, and December 8, 2014, concerning a proposal by San Gabriel Harvard Limited Partnership to construct a residential housing development which includes single-family, multi -family and commercial development located approximately three miles west of the city of Georgetown, Williamson County, Texas. This project has been assigned Project Number SWF-2009-00458. Please include this number in all future correspondence concerning this project. Under Section 404 of the Clean Water Act the U.S. Army Corps of Engineers (USACE) regulates the discharge of dredged and fill material into waters of the United States, including wetlands. USACE responsibility under Section 10 of the Rivers and Harbors Act of 1899 is to regulate any work in, or affecting, navigable waters of the United States. Based on the description of the proposed work, and other information available to us, we have determined this project will involve activities subject to the requirements of Section 404. The USACE based this decision on a preliminary jurisdictional determination that there are waters of the United States on the project site. We have reviewed this project under the pre -construction notification procedures of Nationwide Permit General Condition 31 (Federal Register, Vol. 77, No. 34, Tuesday, February 21, 2012). We have determined this project is authorized by Nationwide Permit 29 for Residential Developments. To use this permit, the permittee must ensure the work is in compliance with the specifications and conditions listed on the enclosures and the special conditions listed below: 1) The permittee shall implement and abide by the mitigation plan included in the "Pre - construction Notification and Section 404 Nationwide Permit #29 Authorization Request Submittal, Shadow Canyon, In Williamson County, Texas, prepared by ACI Consulting, dated January 2011. The permittee shall implement the mitigation plan concurrently with the construction of the project and complete the initial construction and plantings EXHIBIT E Environmental Permits Page 61 of 94 -2 - associated with the mitigation work prior to completion of construction of the project. Completion of all elements of this mitigation plan is a requirement of this permit. 2) The permittee shall submit a set of half-size (11 inch by 17 inch) as -built drawings of the mitigation work conducted under this permit within six months of completion of construction of that portion of the project. If the USACE determines that the permittee has not adequately completed all elements of the mitigation pian, the permittee must provide an additional final report within 60 days after completion of additional work. 3) The permittee shall dedicate in perpetuity by conservation easement and notice of restriction, as a mitigation area, the mitigation areas identified in the mitigation referenced in Special Condition 1 above and the USFWS Biological Opinion Dated December 1, 2014. The only exceptions to this real estate instrument shall be easements in existence on the date of this authorization. The mitigation area shall not be disturbed, except by those activities that would not adversely affect the intended extent, condition, and function of the mitigation area. Unless otherwise specified, livestock grazing, mowing, and similar activities are not allowed. The permittee shall survey the mitigation area, develop an appropriate real estate instrument for the surveyed area, submit the draft real estate instrument to the USAGE for review and approval, and record the USACE approved real estate instrument with the County Clerk. The permittee shall provide a copy of the recorded real estate instrument to the USAGE prior to commencing any ground -disturbing activity within the permit area. The real estate instrument shall not be removed from the deed or modified without written approval of the USAGE and conveyance of any interest in the property must be subject to the real estate instrument. 4) The permittee shall develop financial assurances for the long term success of the mitigation plan and submit to the USAGE for approval prior to implementation of any mitigation. 5) The permittee shall establish and implement a self-monitoring program that includes the following actions: a. designation, in writing, of a responsible party to coordinate with the USACE concerning on site inspections and compliance with permit conditions; b. notification to the USAGE of the schedule of activities for each phase of the project at least 30 days prior to the start of soil -disturbing activities; and c. implementation of a reporting program that shall include annual written compliance/monitoring reports to the USAGE, due October 1 of each year. Each report shall contain at a minimum, the following information: Compliance reports are required even if no work is conducted during the reporting period. EXHIBIT E Environmental Permits Page 62 of 94 -3- 1) a summary of all activities that occurred during the reporting period; 2) documentation of the progress and/or completion of all authorized work, including work required under the mitigation plan; 3) the approximate acreage, linear feet (of streams), location, type, and description of waters of the United States impacted during the reporting year; 4) the approximate acreage, location, type, status, and completion date (actual or projected) of the ongoing mitigation that occurred during the reporting period; 5) a description of completed mitigation areas, including a topographic map showing the location and acreage of vegetation planted or waters of the United States created and supporting documentation, including vegetative species and planting rates or stems per acre; 6) documentation of compliance with all permit conditions, including erosion control; 7) representative photographs of the progress and success of mitigation worts accomplished under this permit; 8) a cumulative summary of impacted and restored/enhanced/created/preserved waters of the United States categorized into the following classes: (a)Forested Wetlands (b)Non-forested Wetlands (c)Streams Within Ordinary High Water Marks (OHWM) (d)Ponds Within OHWM 9) documentation that disturbed areas with exposed slopes, such as borrow ditches, road embankments, stream banks, and road crossings, are addressed appropriately and re -vegetating adequately and not suffering erosion damage where necessary; and 10) schedule changes. d. The permittee shall submit compliance reports until the USACE verifies that the permittee has successfully completed all compensatory mitigation plan requirements, the mitigation areas have met the standards of Special Condition 1, and all authorized construction activities have been either completed or omitted from the project. The permittee shall submit compliance reports until the USACE has verified that all mitigation areas have met the performance standards identified in Special Condition 1. 6) This USAGE permit does not authorize you to take an endangered species, in particular the Golden Cheeked Warbler (Setophaga chrysoparia), and Georgetown Salamander (Eurycea naufragia). In order to legally take a listed species, you must have separate authorization under the Endangered Species Act (ESA) (e.g., a permit under section 10 of the ESA, or a biological opinion (BO) under Section 7 of the ESA, with an incidental take provisions with which you must comply). The enclosed U.S. Fish and Wildlife (FWS) BO for consultation number 02ETAU00-2014-F-0019 contains mandatory terms EXHIBIT E Environmental Permits Page 63 of 94 in and conditions to implement the reasonable and prudent measures that are associated with an incidental take that is also specked in the BO. Your authorization under this USACE permit is conditional upon you implementing and abiding by all project elements identified in the enclosed FWS BO and your compliance with all of the mandatory terms and conditions associated with incidental take identified in 'the enclosed BO. The terms and conditions of the BO are incorporated by reference in this permit. Failure to comply with the terms and conditions associated with incidental take of the BO, where a take of the listed species occurs, would constitute an unauthorized take, and it would also constitute non-compliance with your USACE permit. However, the FWS is the appropriate authority to determine compliance with the terms and conditions of its BO, and with the ESA. For further clarification on this point, you should contact the FWS. Should the FWS determine that the conditions of the BO have been violated, normally the FWS will enforce the violation of the ESA, or refer the matter to the Department of Justice. Please note that the USFWS biological opinion includes a section of conservation recommendations that, if implemented, would further minimize the potential impacts of the project on federally listed threatened and endangered species. While these recommendations are not conditions of this authorization, we encourage you to include each of these recommendations in this and future projects that may affect the species in question. Failure to comply with these specifications and conditions invalidates the authorization and may result in a violation of the Clean Water Act. We have determined the proposed activity would comply with all the terms and conditions of Nationwide Permit 29 for Residential Developments and the adverse environmental effects of the proposed project would be minimal both individually and cumulatively. Therefore, we are waiving the 300 -linear foot limit for loss of streambed in this case. Our verification for the construction of this activity under this nationwide permit is valid until March 18, 2017, unless prior to that date the nationwide permit is suspended, revoked, or modified such that the activity would no lonaer comply with the terms and conditions of the nationwide permit on a regional or national basis. The USACE will issue a public notice announcing the changes when they occur_ Furthermore, activities that have commenced, or are under contract to commence, in reliance on a nationwide permit will remain authorized provided the activity is completed within 12 months of the date of the nationwide permit's expiration, modification, or revocation, unless discretionary authority has been exercised on a case-by- case basis to modify, suspend, or revoke the authorization in accordance with 33 CFR 330.4(e) and 33 CFR 330.5(c) or (d). Continued confirmation that an activity complies with the specifications and conditions, and any changes to the nationwide permit, is the responsibility of the permittee. EXHIBIT E Environmental Permits Page 64 of 94 -5 - The permittee must sign and submit to us the enclosed certification that the work, including any proposed mitigation, was completed in compliance with the nationwide permit. The permittee should submit the certification within 30 days of the completion of work. This permit should not be considered as an approval of the design features of any activity authorized or an implication that such construction is considered adequate for any purpose intended. It does not authorize any damages to private property, invasion of private rights, or any infringement of federal, state, or local laws or regulations. Thank you for your interest in our nation's water resources. If you have any questions concerning our regulatory program, please refer to our website at http://www.swf.usace.army.miYMissions/Regulatory.aspx or contact Mr. Frederick Land at the address above or telephone (817) 886-1729. Please help the regulatory program improve its service by completing the survey on the following website: http://corlismapu.usace.army.mil/cm—apex/f?p=regulatory_survey. Sincerely, Stephen L Brooks Chief, Regulatory Division Enclosures Copy Furnished: Mr. Steve Paulson ACI Consulting 1001 Mopac Circle, Suite 100 Austin, Texas 78746-6804 Mr. David Galindo Director, Water Quality Division Texas Commission on Environmental Quality MC -150 P.O. Box 13087 Austin, Texas 78711 Ms. Tanya Sommer U.S. Fish and Wildlife Service Ecological Services Field Office 10711 Burnet Road, Suite 200 Austin, Texas 78758-4460 EXHIBIT E Environmental Permits Page 65 of 94 NATIONWIDE PERMIT 29 Residential Developments Effective Date: March 19, 2012 (NWP Final Notice, 77 FR 10 184) Residential Developments. Discharges of dredged or fill material into non -tidal waters of the United States for the construction or expansion of a single residence, a multiple unit residential development, or a residential subdivision. This NWP authorizes the construction of building foundations and building pads and attendant features that are necessary for the use of the residence or residential development Attendant features may include but are not limited to roads, parking lots, garages, yards, utility lines, storm water management facilities, septic fields, and recreation facilities such as playgrounds, playing fields, and golf courses (provided the golf course is an integral part of the residential development). The discharge must not cause the loss of greater than 1/2 -acre of non -tidal waters of the United States, including the loss of no more than 300 linear feet of stream bed, unless for intermittent and ephemeral stream beds the district engineer waives the 300 linear foot limit by making a written determination concluding that the discharge will result in minimal adverse effects. This NWP does not authorize discharges into non -tidal wetlands adjacent to tidal waters. Subdivisions: For residential subdivisions, the aggregate total loss of waters of United States authorized by this NWP cannot exceed 1/2 -acre. This includes any loss of waters of the United States associated with development of individual subdivision lots. Notification: The permittee must submit a pre -construction notification to the district engineer prior to commencing the activity. (See general condition 31.) (Sections 10 and 404) Nationwide Permit General Conditions Note: To qualify for NWP authorization, the prospective permittee must comply with the following general conditions, as applicable, in addition to any regional or case -specific conditions imposed by the division engineer or district engineer. Prospective permittees should contact the appropriate Corps district office to determine if regional conditions have been imposed on an NWP. Prospective permittees should also contact the appropriate Corps district office to determine the status of Clean Water Act Section 401 water quality certification and/or Coastal Zone Management Act consistency for an NWP. Every person who may wish to obtain permit authorization under one or more NWPs, or who is currently relying on an existing or prior permit authorization under one or more NWPs, has been and is on notice that all of the provisions of 33 CFR §§ 330.1 through 330.6 apply to every NWP authorization. Note especially 33 CFR § 330.5 relating to the modification, suspension, or revocation of any NWP authorization. 1. Navigation. (a) No activity may cause more than a minimal adverse effect on navigation. (b) Any safety lights and signals prescribed by the U.S. Coast Guard, through regulations or otherwise, must be installed and maintained at the pennittee's expense on authorized facilities in navigable waters of the United States. (c) The permittee understands and agrees that, if future operations by the United States require the removal, relocation, or other alteration, of the structure or work herein authorized, or if, in the opinion of the Secretary of the Army or his authorized representative, said structure or EXHIBIT E Environmental Permits Page 66 of 94 work shall cause unreasonable obstruction to the free navigation of the navigable waters, the permittee will be required, upon due notice from the Corps of Engineers, to remove, relocate, or alter the structural work or obstructions caused thereby, without expense to the United States. No claim shall be made against the United States on account of any such removal or alteration. 2. Aquatic Life Movements. No activity may substantially disrupt the necessary life cycle movements of those species of aquatic life indigenous to the waterbody, including those species that normally migrate through the area, unless the activity's primary purpose is to impound water. All permanent and temporary crossings of waterbodies shall be suitably culverted, bridged, or otherwise designed and constructed to maintain low flows to sustain the movement of those aquatic species. 3. Spawnins Areas. Activities in spawning areas during spawning seasons must be avoided to the maximum extent practicable. Activities that result in the physical destruction (e.g., through excavation, fill, or downstream smothering by substantial turbidity) of an important spawning area are not authorized. 4. Migratory Bird Breedine Areas. Activities in waters of the United States that serve as breeding areas for migratory birds must be avoided to the maximum extent practicable. 5. Shellfish Beds. No activity may occur in areas of concentrated shellfish populations, unless the activity is directly related to a shellfish harvesting activity authorized by NWPs 4 and 48, or is a shellfish seeding or habitat restoration activity authorized by NWP 27. 6. Suitable Material. No activity may use unsuitable material (e.g., trash, debris, car bodies, asphalt, etc.). Material used for construction or discharged must be free from toxic pollutants in toxic amounts (see Section 307 of the Clean Water Act). 7. Water Supply Intakes. No activity may occur in the proximity of a public water supply intake, except where the activity is for the repair or improvement of public water supply intake structures or adjacent bank stabilization. 8. Adverse Effects From Impoundments. If the activity creates an impoundment of water, adverse effects to the aquatic system due to accelerating the passage of water, and/or restricting its flow must be minimized to the maximum extent practicable. 9. Management of Water Flows. To the maximum extent practicable, the pre -construction course, condition, capacity, and location of open waters must be maintained for each activity, including stream channelization and storm water management activities, except as provided below. The activity must be constructed to withstand expected high flows. The activity must not restrict or impede the passage of normal or high flows, unless the primary purpose of the activity is to impound water or manage high flows. The activity may alter the pre -construction course, condition, capacity, and location of open waters if it benefits the aquatic environment (e.g., stream restoration or relocation activities). EXHIBIT E Environmental Permits Page 67 of 94 10. Fills Within 100 -Year Floodplain. The activity must comply with applicable FEMA - approved state or local floodplain management requirements. 11. Equipment. Heavy equipment working in wetlands or mudflats must be placed on mats, or other measures must be taken to minimize soil disturbance. 12. Soil Erosion and Sediment Controls. Appropriate soil erosion and sediment controls must be used and maintained in effective operating condition during construction, and all exposed soil and other fills, as well as any work below the ordinary high water mark or high tide line, must be permanently stabilized at the earliest practicable date. Permittees are encouraged to perform work within waters of the United States during periods of low -flow or no -flow. 13. Removal of Temporary Fills. Temporary fills must be removed in their entirety and the affected areas returned to pre -construction elevations. The affected areas must be revegetated, as appropriate. 14. Prover Maintenance. Any authorized structure or fill shall be properly maintained, including maintenance to ensure public safety and compliance with applicable NWP general conditions, as well as any activity -specific conditions added by the district engineer to an NWP authorization. 15. Single and Complete Project. The activity must be a single and complete project. The same NWP cannot be used more than once for the same single and complete project. 16. Wild and Scenic Rivers. No activity may occur in a component of the National Wild and Scenic River System, or in a river officially designated by Congress as a "study river" for possible inclusion in the system while the river is in an official study status, unless the appropriate Federal agency with direct management responsibility for such river, has determined in writing that the proposed activity will not adversely affect the Wild and Scenic River designation or study status. Information on Wild and Scenic Rivers may be obtained from the appropriate Federal land management agency responsible for the designated Wild and Scenic River or study river (e.g., National Park Service, U.S. Forest Service, Bureau of Land Management, U.S. Fish and Wildlife Service). 17. Tribal Rights. No activity or its operation may impair reserved tribal rights, including, but not limited to, reserved water rights and treaty fishing and hunting rights. 18. Endangered Species. (a) No activity is authorized under any NWP which is likely to directly or indirectly jeopardize the continued existence of a threatened or endangered species or a species proposed for such designation, as identified under the Federal Endangered Species Act (ESA), or which will directly or indirectly destroy or adversely modify the critical habitat of such species. No activity is authorized under any NWP which "may affect' a listed species or critical habitat, unless Section 7 consultation addressing the effects of the proposed activity has been completed. (b) Federal agencies should follow their own procedures for complying with the requirements of the ESA. Federal permittees must provide the district engineer with the EXHIBIT E Environmental Permits Page 68 of 94 appropriate documentation to demonstrate compliance with those requirements. The district engineer will review the documentation and determine whether it is sufficient to address ESA compliance for the N WP activity, or whether additional ESA consultation is necessary. (c) Non-federal permittees must submit a pre -construction notification to the district engineer if any listed species or designated critical habitat might be affected or is in the vicinity of the project, or if the project is located in designated critical habitat, and shall not begin work on the activity until notified by the district engineer that the requirements of the ESA have been satisfied and that the activity is authorized. For activities that might affect Federally -listed endangered or threatened species or designated critical habitat, the pre -construction notification must include the name(s) of the endangered or threatened species that might be affected by the proposed work or that utilize the designated critical habitat that might be affected by the proposed work. The district engineer will determine whether the proposed activity"may affect" or will have "no effect" to listed species and designated critical habitat and will notify the non - Federal applicant of the Corps' determination within 45 days of receipt of a complete pre - construction notification. In cases where the non -Federal applicant has identified listed species or critical habitat that might be affected or is in the vicinity of the project, and has so notified the Corps, the applicant shall not begin work until the Corps has provided notification the proposed activities will have "no effect" on listed species or critical habitat, or until Section 7 consultation has been completed. If the non -Federal applicant has not heard back from the Corps within 45 days, the applicant must still wait for notification from the Corps. (d) As a result of formal or informal consultation with the FWS or NMFS the district engineer may add species-specific regional endangered species conditions to the N WPs. (e) Authorization of an activity by a NWP does not authorize the "take" of a threatened or endangered species as defined under the ESA. In the absence of separate authorization (e.g., an ESA Section 10 Permit, a Biological Opinion with "incidental take" provisions, etc.) from the U.S. FWS or the NMFS, The Endangered Species Act prohibits any person subject to the jurisdiction of the United States to take a listed species, where "take" means to harass, harm, pursue, hunt, shoot, wound, kill, trap, capture, or collect, or to attempt to engage in any such conduct. The word "harm" in the definition of "take" means an act which actually kills or injures wildlife. Such an act may include significant habitat modification or degradation where it actually kills or injures wildlife by significantly impairing essential behavioral patterns, including breeding, feeding or sheltering. (f) Information on the location of threatened and endangered species and their critical habitat can be obtained directly from the offices of the U.S. FWS and NMFS or their worldwide web pages at http://www.fws.gov/ or http://www.fws.gov/ioac and http://www.noaa.gov/fisheries.html respectively. 19. Migratory Birds and Bald and Golden Eagles. The pemtittee is responsible for obtaining any "take" permits required under the U.S. Fish and Wildlife Service's regulations governing compliance with the Migratory Bird Treaty Act or the Bald and Golden Eagle Protection Act. The permittee should contact the appropriate local office of the U.S. Fish and Wildlife Service to determine if such "take" permits are required for a particular activity. 20. Historic Properties. (a) In cases where the district engineer determines that the activity may affect properties listed, or eligible for listing, in the National Register of Historic EXHIBIT E Environmental Permits Page 69 of 94 Places, the activity is not authorized, until the requirements of Section 106 of the National Historic Preservation Act (NHPA) have been satisfied. (b) Federal permittees should follow their own procedures for complying with the requirements of Section 106 of the National Historic Preservation Act. Federal permittees must provide the district engineer with the appropriate documentation to demonstrate compliance with those requirements. The district engineer will review the documentation and determine whether it is sufficient to address section 106 compliance for the NWP activity, or whether additional section 106 consultation is necessary. (c) Non-federal permittees must submit a pre -construction notification to the district engineer if the authorized activity may have the potential to cause effects to any historic properties listed on, determined to be eligible for listing on, or potentially eligible for listing on the National Register of Historic Places, including previously unidentified properties. For such activities, the pre -construction notification must state which historic properties may be affected by the proposed work or include a vicinity map indicating the location of the historic properties or the potential for the presence of historic properties. Assistance regarding information on the location of or potential for the presence of historic resources can be sought from the State Historic Preservation. Officer or Tribal Historic Preservation Officer, as appropriate, and the National Register of Historic Places (see 33 CFR 330.4(g)). When reviewing pre -construction notifications, district engineers will comply with the current procedures for addressing the requirements of Section 106 of the National Historic Preservation Act. The district engineer shall make a reasonable and good faith effort to carry out appropriate identification efforts, which may include background research, consultation, oral history interviews, sample field investigation, and field survey. Based on the information submitted and these efforts, the district engineer shall determine whether the proposed activity has the potential to cause an effect on the historic properties. Where the non -Federal applicant has identified historic properties on which the activity may have the potential to cause effects and so notified the Corps, the non -Federal applicant shall not begin the activity until notified by the district engineer either that the activity has no potential to cause effects or that consultation under Section 106 of the NHPA has been completed. (d) The district engineer will notify the prospective permittee within 45 days of receipt of a complete pre -construction notification whether NHPA Section 106 consultation is required. Section 106 consultation is not required when the Corps determines that the activity does not have the potential to cause effects on historic properties (see 36 CFR §800.3(a)). If NHPA section 106 consultation is required and will occur, the district engineer will notify the non - Federal applicant that he or she cannot begin work until Section 106 consultation is completed. If the non -Federal applicant has not heard back from the Corps within 45 days, the applicant must still wait for notification from the Corps: (e) Prospective permittees should be aware that section I l Ok of the NHPA (16 U.S.C. 470h -2(k)) prevents the Corps from granting a permit or other assistance to an applicant who, with intent to avoid the requirements of Section 106 of the NHPA, has intentionally significantly adversely affected a historic property to which the permit would relate, or having legal power to prevent it, allowed such significant adverse effect to occur, unless the Corps, after consultation with the Advisory Council on Historic Preservation (ACHP), determines that circumstances justify granting such assistance despite the adverse effect created or permitted by the applicant. If circumstances justify granting the assistance, the Corps is required to notify the ACHP and provide documentation specifying the circumstances, the degree of damage to the integrity of EXHIBIT E Environmental Permits Page 70 of 94 any historic properties affected, and proposed mitigation. This documentation must include any views obtained from the applicant, SHPO/fHPO, appropriate Indian tribes if the undertaking occurs on or affects historic properties on tribal lands or affects properties of interest to those tribes, and other parties known to have a legitimate interest in the impacts to the permitted activity on historic properties. 21. Discovery of Previously Unknown Remains and Artifacts. If you discover any previously unknown historic, cultural or archeological remains and artifacts while accomplishing the activity authorized by this permit, you must immediately notify the district engineer of what you have found, and to the maximum extent practicable, avoid construction activities that may affect the remains and artifacts until the required coordination has been completed. The district engineer will initiate the Federal, Tribal and state coordination required to determine if the items or remains warrant a recovery effort or if the site is eligible for listing in the National Register of Historic Places. 22. Designated Critical Resource Waters. Critical resource waters include, NOAA- managed marine sanctuaries and marine monuments, and National Estuarine Research Reserves. The district engineer may designate, after notice and opportunity for public comment, additional waters officially designated by a state as having particular environmental or ecological significance, such as outstanding national resource waters or state natural heritage sites. The district engineer may also designate additional critical resource waters after notice and opportunity for public comment. (a) Discharges of dredged or fill material into waters of the United States are not authorized byNWPs 7, 12, 14, 16, 17, 21, 29, 31, 35, 39, 40, 42, 43, 44, 49, 50, 51, and 52 for any activity within, or directly affecting, critical resource waters, including wetlands adjacent to such waters. (b) For NWPs 3, 8, 10, 13, 15, 18, 19, 22, 23, 25, 27, 28, 30, 33, 34, 36, 37, and 38, notification is required in accordance with general condition 31, for any activity proposed in the designated critical resource waters including wetlands adjacent to those waters. The district engineer may authorize activities under these NWPs only after it is determined that the impacts to the critical resource waters will be no more than minimal. 23. Mitigation. The district engineer will consider the following factors when determining appropriate and practicable mitigation necessary to ensure that adverse effects on the aquatic environment are minimal: (a) The activity must be designed and constructed to avoid and minimize adverse et Vets, both temporary and permanent, to waters of the United States to the maximum extent practicable at the project site (i.e., on site). (b) Mitigation in all its forms (avoiding, minimizing, rectifying, reducing, or compensating for resource losses) will be required to the extent necessary to ensure that the adverse effects to the aquatic environment are minimal. (c) Compensatory mitigation at a minimum one-for-one ratio will be required for all wetland losses that exceed 1/10 -acre and require pre -construction notification, unless the district engineer determines in writing that either some other form of mitigation would be more environmentally appropriate or the adverse effects of the proposed activity are'minimal, and provides a project -specific waiver of this requirement. For wetland losses of 1/10 -acre or less EXHIBIT E Environmental Permits Page 71 of 94 that require pre -construction notification, the district engineer may determine on a case-by-case basis that compensatory mitigation is required to ensure that the activity results in minimal adverse effects on the aquatic environment. Compensatory mitigation projects provided to offset losses of aquatic resources must comply with the applicable provisions of 33 CFR part 332. (1) The prospective permittee is responsible for proposing an appropriate compensatory mitigation option if compensatory mitigation is necessary to ensure that the activity results in minimal adverse effects on the aquatic environment. (2) Since the likelihood of success is greater and the impacts to potentially valuable uplands are reduced, wetland restoration should be the first compensatory mitigation option considered. (3) If permittee -responsible mitigation is the proposed option, the prospective permittee is responsible for submitting a mitigation plan. A conceptual or detailed mitigation plan may be used by the district engineer to make the decision on the NWP verification request, but a final mitigation plan that addresses the applicable requirements of 33 CFR 332.4(c)(2) — (14) must be approved by the district engineer before the permittee begins work in waters of the United States, unless the district engineer determines that prior approval of the final mitigation plan is not practicable or not necessary to ensure timely completion of the required compensatory mitigation (see 33 CFR 332.3(k)(3)). (4) If mitigation bank or in -lieu fee program credits are the proposed option, the mitigation plan only needs to address the baseline conditions at the impact site and the number of credits to be provided. (5) Compensatory mitigation requirements (e.g., resource type and amount to be provided as compensatory mitigation, site protection, ecological performance standards, monitoring requirements) may be addressed through conditions added to the NWP authorization, instead of components of a compensatory mitigation plan. (d) For losses of streams or other open waters that require pre -construction notification, the district engineer may require compensatory mitigation, such as stream rehabilitation, enhancement, or preservation, to ensure that the activity results in minimal adverse effects on the aquatic environment. (e) Compensatory mitigation will not be used to increase the acreage losses allowed by the acreage limits of the NWPs. For example, if an NWP has an acreage limit of 1/2 -acre, it cannot be used to authorize any project resulting in the loss of greater than 1/2 -acre of waters of the United States, even if compensatory mitigation is provided that replaces or restores some of the lost waters. However, compensatory mitigation can and should be used, as necessary, to ensure that a project already meeting the established acreage limits also satisfies the minimal impact requirement associated with the NWPs. (f) Compensatory mitigation plans for projects in or near streams or other open waters will normally include a requirement for the restoration or establishment, maintenance, and legal protection (eg., conservation easements) of riparian areas next to open waters. In some cases, riparian areas may be the only compensatory mitigation required. Riparian areas should consist of native species. The width of the required riparian area will address documented water quality or aquatic habitat loss concerns. Normally, the riparian area will be 25 to 50 feet wide on each side of the stream, but the district engineer may require slightly wider riparian areas to address documented water quality or habitat loss concerns. If it is not possible to establish a riparian area on both sides of a stream, or if the waterbody is a lake or coastal waters, then restoring or establishing a riparian area along a single bank or shoreline may be sufficient. Where both EXHIBIT E Environmental Permits Page 72 of 94 wetlands and open waters exist on the project site, the district engineer will determine the appropriate compensatory mitigation (e.g., riparian areas and/or wetlands compensation) based on what is best for the aquatic environment on a watershed basis. In cases where riparian areas are determined to be the most appropriate form of compensatory mitigation, the district engineer may waive or reduce the requirement to provide wetland compensatory mitigation for wetland losses. (g) Permittees may propose the use of mitigation banks, in -lieu fee programs, or separate permittee -responsible mitigation. For activities resulting in the loss of marine or estuarine resources, permittee -responsible compensatory mitigation may be environmentally preferable if there are no mitigation banks or in -lieu fee programs in the area that have marine or estuarine credits available for sale or transfer to the permittee. For permittee -responsible mitigation, the special conditions of the NWP verification must clearly indicate the party or parties responsible for the implementation and performance of the compensatory mitigation project, and, if required, its long-term management. (h) Where certain functions and services of waters of the United States are permanently adversely affected, such as the conversion of a forested or scrub -shrub wetland to a herbaceous wetland in a permanently maintained utility line right-of-way, mitigation may be required to reduce the adverse effects of the project to the minimal level. 24. Safety of Impoundment Structures. To ensure that all impoundment structures are safely designed, the district engineer may require non -Federal applicants to demonstrate that the structures comply with established state dam safety criteria or have been designed by qualified persons. The district engineer may also require documentation that the design has been independently reviewed by similarly qualified persons, and appropriate modifications made to ensure safety. 25. Water Ouality. Where States and authorized Tribes, or EPA where applicable, have not previously certified compliance of an NWP with CWA Section 401, individual 401 Water Quality Certification must be obtained or waived (see 33 CFR 330.4(c)). The district engineer or State or Tribe may require additional water quality management measures to ensure that the authorized activity does not result in more than minimal degradation of water quality. 26. Coastal Zone Management. In coastal states where an NWP has not previously received a state coastal zone management consistency concurrence, an individual state coastal zone management consistency concurrence must be obtained, or a presumption of concurrence must occur (see 33 CFR 330.4(d)). The district engineer or a State may require additional measures to ensure that the authorized activity is consistent with state coastal zone management requirements. 27. Regional and Case -By -Case Conditions. The activity must comply with any regional conditions that may have been added by the Division Engineer (see 33 CFR 330.4(e)) and with any case specific conditions added by the Corps or by the state, Indian Tribe, or U.S. EPA in its section 401 Water Quality Certification, or by the state in its Coastal Zone Management Act consistency determination. EXHIBIT E Environmental Permits Page 73 of 94 28. Use of Multiple Nationwide Permits. The use of more than one NWP for a single and complete project is prohibited, except when the acreage loss of waters of the United States authorized by the NWPs does not exceed the acreage limit of the NWP with the highest specified acreage limit. For example, if a road crossing over tidal waters is constructed under NWP 14, with associated bank stabilization authorized by NWP 13, the maximum acreage loss of waters of the United States for the total project cannot exceed 1/3 -acre. 29. Transfer of Nationwide Permit Verifications. If the permittee sells the property associated with a nationwide permit verification, the permittee may transfer the nationwide permit verification to the new owner by submitting a letter to the appropriate Corps district office to validate the transfer. A copy of the nationwide permit verification must be attached to the letter, and the letter must contain the following statement and signature: "When the structures or work authorized by this nationwide permit are still in existence at the time the property is transferred, the terms and conditions of this nationwide permit, including any special conditions, will continue to be binding on the new owner(s) of the property. To validate the transfer of this nationwide permit and the associated liabilities associated with compliance with its terms and conditions, have the transferee sign and date below:' (Transferee) (Date) 30. Compliance Certification. Each permittee who receives an NWP verification letter from the Corps must provide a signed certification documenting completion of the authorized activity and any required compensatory mitigation. The success of any required permittee - responsible mitigation, including the achievement of ecological performance standards, will be addressed separately by the district engineer. The Corps will provide the permittee the certification document with the NWP verification letter. The certification document will include: (a) A statement that the authorized work was done in accordance with the NWP authorization, including any general, regional, or activity -specific conditions; (b) A statement that the implementation of any required compensatory mitigation was completed in accordance with the permit conditions. If credits from a mitigation bank or in -lieu fee program are used to satisfy the compensatory mitigation requirements, the certification must include the documentation required by 33 CFR 332.30)(3) to confirm that the permittee secured the appropriate number and resource type of credits; and (c) The signature of the permittee certifying the completion of the work and mitigation. 31. Pre -Construction Notification. (a) Timing. Where required by the terms of the NWP. the prospective permittee must notify the district engineer by submitting a pre -construction notification (PCN) as early as possible. The district engineer must determine if the PCN is complete within 30 calendar days of the date of receipt and, if the PCN is determined to be incomplete, notify the prospective permittee within that 30 day period to request the additional EXHIBIT E Environmental Permits Page 74 of 94 information necessary to make the PCN complete. The request must specify the information needed to make the PCN complete. As a general rule, district engineers will request additional information necessary to make the PCN complete only once. However, if the prospective permittee does not provide all of the requested information, then the district engineer will notify the prospective permittee that the PCN is still incomplete and the PCN review process will not commence until all of the requested information has been received by the district engineer_ The prospective permittee shall not begin the activity until either: (1) He or she is notified in writing by the district engineer that the activity may proceed under the NWP with any special conditions imposed by the district or division engineer; or (2) 45 calendar days have passed from the district engineer's receipt of the complete PCN and the prospective permittee has not received written notice from the district or division engineer. However, if the permittee was required to notify the Corps pursuant to general condition 18 that listed species or critical habitat might be affected or in the vicinity of the project, or to notify the Corps pursuant to general condition 20 that the activity may have the potential to cause effects to historic properties, the permittee cannot begin the activity until receiving written notification from the Corps that there is "no effect" on listed species or "no potential to cause effects" on historic properties, or that any consultation required under Section 7 of the Endangered Species Act (see 33 CFR 330.4(f)) and/or Section 106 of the National Historic Preservation (see 33 CFR 330.4(g)) has been completed. Also, work cannot begin under NWPs 21, 49, or 50 until the permittee has received written approval from the Corps. If the proposed activity requires a written waiver to exceed specified limits of an NWP, the permittee may not begin the activity until the district engineer issues the waiver. If the district or division engineer notifies the permittee in writing that an individual permit is required within 45 calendar days of receipt of a complete PCN, the permittee cannot begin the activity until an individual permit has been obtained. Subsequently, the permittee's right to proceed under the NWP may be modified, suspended, or revoked only in accordance with the procedure set forth in 33 CFR 330.5(d)(2). (b) Contents of Pre -Construction Notification: The PCN must be in writing and include the following information: (1) Name, address and telephone numbers of the prospective permittee; (2) Location of the proposed project; (3) A description of the proposed project; the project's purpose; direct and indirect adverse environmental effects the project would cause, including the anticipated amount of loss of water of the United States expected to result from the NWP activity, in acres, linear feet, or other appropriate unit of measure; any other NWP(s), regional general perrrrit(s), or individual permit(s) used or intended to be used to authorize any part of the proposed project or any relatedactivity. The description should be sufficiently detailed to allow the district engineer to determine that the adverse effects of the project will be minimal and to determine the need for compensatory mitigation. Sketches should be provided when necessary to show that the activity complies with the terms of the NWP. (Sketches usually clarify the project and when provided results in a quicker decision. Sketches should contain sufficient detail to provide an illustrative description of the proposed activity (e.g., a conceptual plan), but do not need to be detailed engineering plans); (4) The PCN must include a delineation of wetlands, other special aquatic sites, and other waters, such as lakes and ponds, and perennial, intermittent, and ephemeral streams, on the project site. Wetland delineations must be prepared in accordance with the current method EXHIBIT E Environmental Permits Page 75 of 94 required by the Corps. The permittee may ask the Corps to delineate the special aquatic sites and other waters on the project site, but there may be a delay if the Corps does the delineation, especially if the project site is large or contains many waters of the United States. Furthermore, the 45 day period will not start until the delineation has been submitted to or completed by the Corps, as appropriate; (5) If the proposed activity will result in the loss of greater than 1 /10 -acre of wetlands and a PCN is required, the prospective permittee must submit a statement describing how the mitigation requirement will be satisfied, or explaining why the adverse effects are minimal and why compensatory mitigation should not be required. As an alternative, the prospective permittee may submit a conceptual or detailed mitigation plan. (6) If any listed species or designated critical habitat might be affected or is in the vicinity of the project, or if the project is located in designated critical habitat, for non -Federal applicants the PCN must include the name(s) of those endangered or threatened species that might be affected by the proposed work or utilize the designated critical habitat that may be affected by the proposed work. Federal applicants must provide documentation demonstrating compliance with the Endangered Species Act; and () For an activity that may affect a historic property listed on. determined to be eligible for listing on, or potentially eligible for listing on, the National Register of Historic Places, for non -Federal applicants the PCN must state which historic property may be affected by the proposed work or include a vicinity map indicating the location of the historic property. Federal applicants must provide documentation demonstrating compliance with Section 106 of the National Historic Preservation Act. (c) Form of Pre -Construction Notification: The standard individual permit application form (Form ENG 4345) may be used, but the completed application form must clearly indicate that it is a PCN and must include all of the information required in paragraphs (b)(1) through (7) of this general condition. A letter containing the required information may also be used. (d) Agency Coordination: (1) The district engineer will consider any comments from Federal and state agencies concerning the proposed activity's compliance with the terms and conditions of the NWPs and the need for mitigation to reduce the project's adverse environmental effects to a minimal level. (2) For all NWP activities that require pre -construction notification and result in the loss of greater than 1/2 -acre of waters of the United States, for NWP 21, 29, 39, 40, 42, 43, 44, 50, 51, and 52 activities that require pre -construction notification and will result in the loss of greater than 300 linear feet of intermittent and ephemeral stream bed, and for all NWP 48 activities that require pre -construction notification, the district engineer will immediately provide (e.g., via e- mail, facsimile transmission, overnight mail, or other expeditious manner) a copy of the complete PCN to the appropriate Federal or state offices (U.S. FWS, state natural resource or water quality agency, EPA, State Historic Preservation Officer (SHPO) or Tribal Historic Preservation Office (THPO), and, if appropriate, the NMFS). With the exception of NWP 37, these agencies will have 10 calendar days from the date the material is transmitted to telephone or fax the district engineer notice that they intend to provide substantive, site-specific comments. The comments must explain why the agency believes the adverse effects will be more than minimal. if so contacted by an agency, the district engineer will wait an additional 15 calendar days before making a decision on the pre -construction notification. The district engineer will fully consider agency comments received within the specified time frame concerning the proposed activity's compliance with the terms and conditions of the NWPs, including the need EXHIBIT E Environmental Permits Page 76 of 94 for mitigation to ensure the net adverse environmental effects to the aquatic environment of the proposed activity are minimal. The district engineer will provide no response to the resource agency, except as provided below. The district engineer will indicate in the administrative record associated with each pre -construction notification that the resource agencies' concerns were considered. For NWP 37, the emergency watershed protection and rehabilitation activity may proceed immediately in cases where there is an unacceptable hazard to life or a significant loss of property or economic hardship will occur. The district engineer will consider any comments received to decide whether the NWP 37 authorization should be modified, suspended, or revoked in accordance with the procedures at 33 CFR 330.5. (3) In cases of where the prospective permittee is not a Federal agency, the district engineer will provide a response to NMFS within 30 calendar days of receipt of any Essential Fish Habitat conservation recommendations, as required by Section 305(b)(4)(13) of the Magnuson -Stevens Fishery Conservation and Management Act (4) Applicants are encouraged to provide the Corps with either electronic files or multiple copies of pre -construction notifications to expedite agency coordination. D. District Eneineer's Decision 1. In reviewing the PCN for the proposed activity, the district engineer will determine whether the activity authorized by the NWP will result in more than minimal individual or cumulative adverse environmental effects or maybe contrary to the public interest. Fora linear project, this determination will include an evaluation of the individual crossings to determine whether they individually satisfy the terms and conditions of the NWP(s), as well as the cumulative effects caused by all of the crossings authorized by NWP. If an applicant requests a waiver of the 300 linear foot limit on impacts to intermittent or ephemeral streams or of an otherwise applicable limit, as provided for in NWPs 13, 21, 29, 36, 39, 40, 42, 43, 44, 50, 51 or 52, the district engineer will only grant the waiver upon a written determination that the NWP activity will result in minimal adverse effects. When making minimal effects determinations the district engineer will consider the direct and indirect effects caused by the NWP activity. The district engineer will also consider site specific factors, such as the environmental setting in the vicinity of the NWP activity, the type of resource that will be affected by the NWP activity, the functions provided by the aquatic resources that will be affected by the NWP activity, the degree or magnitude to which the aquatic resources perform those functions, the extent that aquatic resource functions will be lost as a result of the NWP activity (e.g., partial or complete loss), the duration of the adverse effects (temporary or permanent), the importance of the aquatic resource functions to the region (e.g., watershed or ecoregion), and mitigation required by the district engineer. if an appropriate functional assessment method is available and practicable to use, that assessment method may be used by the district engineer to assist in the minimal adverse effects determination. The district engineer may add case -specific special conditions to the NWP authorization to address site-specific environmental concerns. 2. If the proposed activity requires a PCN and will result in a loss of greater than 1/10 - acre of wetlands, the prospective permittee should submit a mitigation proposal with the PCN. Applicants may also propose compensatory mitigation for projects with smaller impacts. The district engineer will consider any proposed compensatory mitigation the applicant has included in the proposal in determining whether the net adverse environmental effects to the aquatic EXHIBIT E Environmental Permits Page 77 of 94 environment of the proposed activity are minimal. The compensatory mitigation proposal may be either conceptual or detailed. If the district engineer determines that the activity complies with the terms and conditions of the NWP and that the adverse effects on the aquatic environment arc minimal, after considering mitigation, the district engineer will notify the permittee and include any activity -specific conditions in the NWP verification the district engineer deems necessary. Conditions for compensatory mitigation requirements must comply with the appropriate provisions at 33 CFR 332.3(k). The district engineer must approve the final mitigation plan before the permittee commences work in waters of the United States, unless the district engineer determines that prior approval of the final mitigation plan is not practicable or not necessary to ensure timely completion of the required compensatory mitigation. If the prospective permittee elects to submit a compensatory mitigation plan with the PCN, the district engineer will expeditiously review the proposed compensatory mitigation plan. The district engineer must review the proposed compensatory mitigation plan within 45 calendar days of receiving a complete PCN and determine whether the proposed mitigation would ensure no more than minimal adverse effects on the aquatic environment. If the net adverse effects of the project on the aquatic environment (after consideration of the compensatory mitigation proposal) are determined by the district engineer to be minimal, the district cngineer will provide a timely written response to the applicant. The response will state that the project can proceed under the terms and conditions of the NWP, including any activity -specific conditions added to the NWP authorization by the district engineer. 3. If the district engineer determines that the adverse effects of the proposed work are more than minimal, then the district engineer will notify the applicant either: (a) That the project does not qualify for authorization under the NWP and instruct the applicant on the procedures to seek authorization under an individual permit; (b) that the project is authorized under the NWP subject to the applicant's submission of a mitigation plan that would reduce the adverse effects on the aquatic environment to the minimal level; or (c) that the project is authorized under the NWP with specific modifications or conditions. Where the district engineer determines that mitigation is required to ensure no more than minimal adverse effects occur to the aquatic environment, the activity will be authorized within the 45 -day PCN. period, with activity -specific conditions that state the mitigation requirements. The authorization will include the necessary conceptual or detailed mitigation or a requirement that the applicant submit a mitigation plan that would reduce the adverse effects on the aquatic environment to the minimal level. When mitigation is required, no work in waters of the United States may occur until the district engineer has approved a specific mitigation plan or has determined that prior approval of a final mitigation plan is not practicable or not necessary to ensure timely completion of the required compensatory mitigation. E. Further Information 1. District Engineers have authority to determine if an activity complies with the terms and conditions of an NWP. 2. NWPs do not obviate the need to obtain other federal, state, or local permits, approvals, or authorizations required by law. 3. NWPs do not grant any property rights or exclusive privileges. EXHIBIT E Environmental Permits Page 78 of 94 4. NWPs do not authorize any injury to the property or rights of others. 5. NWPs do not authorize interference with any existing or proposed Federal project. F. Definitions Best management Practices MPs : Policies, practices, procedures, or structures implemented to mitigate the adverse environmental effects on surface water quality resulting from development. BMPs are categorized as structural or non-structural. Compensatory mitigation: The restoration (re-establishment or rehabilitation), establishment (creation), enhancement, and/or in certain circumstances preservation of aquatic resources for the purposes of offsetting unavoidable adverse impacts which remain after all appropriate and practicable avoidance and minimization has been achieved. Currently serviceable: Useable as is or with some maintenance, but not so degraded as to essentially require reconstruction. Direct effects: Effects that are caused by the activity and occur at the same time and place. Discharge: The term "discharge" means any discharge of dredged or fill material. Enhancement: The manipulation of the physical, chemical, or biological characteristics of an aquatic resource to heighten, intensify, or improve a specific aquatic resource function(s). Enhancement results in the gain of selected aquatic resource function(s), but may also lead to a decline in other aquatic resource function(s). Enhancement does not result in a gain in aquatic resource area- Ephemeral reaEphemeral stream: An ephemeral stream has flowing water only during, and for a short duration after, precipitation events in a typical year. Ephemeral stream beds are located above the water table year-round. Groundwater is not a source of water for the stream. Runoff from rainfall is the primary source of water for stream flow. Establishment (creation): The manipulation of the physical, chemical, or biological characteristics present to develop an aquatic resource that did not previously exist at an upland site. Establishment results in a gain in aquatic resource area. High Tide Line: The line of intersection of the land with the water's surface at the maximum height reached by a rising tide. The high tide line may be determined, in the absence of actual data, by a line of oil or scum along shore objects, a more or less continuous deposit of fine shell or debris on the foreshore or berm, other physical markings or characteristics, vegetation lines, tidal gages, or other suitable means that delineate the general height reached by a rising tide. The line encompasses spring high tides and other high tides that occur with periodic frequency but does not include storm surges in which there is a departure from the normal or predicted reach of the tide due to the piling up of water against a coast by strong winds such as those accompanying a hurricane or other intense storm. Historic Property: Any prehistoric or historic district, site (including archaeological site), building, structure, or other object included in, or eligible for inclusion in, the National Register of Historic Places maintained by the Secretary of the Interior. This term includes artifacts, records, and remains that are related to and located within such properties. The term includes properties of traditional religious and cultural importance to anIndian tribe or Native Hawaiian organization and that meet the National Register criteria (36 CFR part 60). Independent utility: A test to determine what constitutes a single and complete non-linear project in the Corps regulatory program. A project is considered to have independent utility if it EXHIBIT E Environmental Permits Page 79 of 94 would be constructed absent the construction of other projects in the project area. Portions of a multi -phase project that depend upon other phases of the project do not have independent utility. Phases of a project that would be constructed even if the other phases were not built can be considered as separate single and complete projects with independent utility. Indirect effects: Effects that are caused by the activity and are later in time or farther removed in distance, but are still reasonably foreseeable. Intermittent stream: An intermittent stream has flowing water during certain times of the year, when groundwater provides water for stream flow. During dry periods, intermittent streams may not have flowing water. Runoff from rainfall is a supplemental source of water for stream flow. Loss of waters of the United States: Waters of the United States that are permanently adversely affected by filling, flooding, excavation, or drainage because of the regulated activity. Permanent adverse effects include permanent discharges of dredged or fill material that change an aquatic area to dry land, increase the bottom elevation of a waterbody, or change the use of a waterbody. The acreage of loss of waters of the United States is a threshold measurement of the impact to jurisdictional waters for determining whether a project may qualify for an NWP; it is not a net threshold that is calculated after considering compensatory mitigation that may be used to offset losses of aquatic functions and services. The loss of stream bed includes the linear feet of stream bed that is filled or excavated. Waters of the United States temporarily filled, flooded, excavated, or drained, but restored to pre -construction contours and elevations after construction, are not included in the measurement of loss of waters of the United States. Impacts resulting from activities eligible for exemptions under Section 404(f) of the Clean Water Act are not considered when calculating the loss of waters of the United States. Non -tidal wetland: A non -tidal wetland is a wetland that is not subject to the ebb and flow of tidal waters. The definition of a wetland can be found at 33 CFR 328.3(b). Non -tidal wetlands contiguous to tidal waters are located landward of the high tide line (i.e., spring high tide line). ,Open water: For purposes of the N W Ps, an open water is any area that in a year with normal patterns of precipitation has water flowing or standing above ground to the extent that an ordinary high water mark can be determined. Aquatic vegetation within the area of standing or flowing water is either non -emergent, sparse, or absent. Vegetated shallows are considered to be open waters. Examples of "open waters" include rivers, streams, lakes, and ponds. Ordinary High Water Mark: An ordinary high water mark is a line on the shore established by the fluctuations of water and indicated by physical characteristics, or by other appropriate means that consider the characteristics of the surrounding areas (see 33 CFR 328.3(e)). Perennial stream: A perennial stream has flowing water year-round during a typical year. The water table is located above the stream bed for most of the year. Groundwater is the primary source of water for stream flow. Runoff from rainfall is a supplemental source of water for stream flow. Practicable: Available and capable of being done after taking into consideration cost, existing technology, and logistics in light of overall project purposes. Pre -construction notification: A request submitted by the project proponent to the Corps for confirmation that a particular activity is authorized by nationwide permit. The request may be a permit application, letter, or similar document that includes information about the proposed work and its anticipated environmental effects. Pre -construction notification may be required by EXHIBIT E Environmental Permits Page 80 of 94 the terms and conditions of a nationwide permit, or by regional conditions. A pre -construction notification may be voluntarily submitted in cases where pre -construction notification is not required and the project proponent wants confirmation that the activity is authorized by nationwide permit. Preservation: The removal of a threat to, or preventing the decline of, aquatic resources by an action in or near those aquatic resources. This term includes activities commonly associated with the protection and maintenance of aquatic resources through the implementation of appropriate legal and physical mechanisms. Preservation does not result in a gain of aquatic resource area or functions. Re-establishment: The manipulation of the physical, chemical, or biological characteristics of a site with the goal of returning natural/historic functions to a former aquatic resource. Re-establishment results in rebuilding a former aquatic resource and results in a gain in aquatic resource area and functions. Rehabilitation: The manipulation of the physical, chemical, or biological characteristics of a site with the goal of repairing natural/historic functions to a degraded aquatic resource. Rehabilitation results in a gain in aquatic resource function, but does not result in a gain in aquatic resource area. Restoration: The manipulation of the physical, chemical, or biological characteristics of a site with the goal of returning natural/historic functions to a former or degraded aquatic resource. For the purpose of tracking net gains in aquatic resource area, restoration is divided into two categories: re-establishment and rehabilitation. Riffle and pool complex: Riffle and pool complexes are special aquatic sites under the 404(b)(1) Guidelines. Riffle and pool complexes sometimes characterize steep gradient sections of streams. Such stream sections are recognizable by their hydraulic characteristics. The rapid movement of water over a course substrate in riffles results in a rough flow, a turbulent surface, and high dissolved oxygen levels in the water. Pools are deeper areas associated with riffles. A slower stream velocity, a streaming flow, a smooth surface, and a finer substrate characterize Pools. Riparian areas: Riparian areas are lands adjacent to streams, lakes, and estuarine -marine shorelines. Riparian areas are transitional between terrestrial and aquatic ecosystems, through which surface and subsurface hydrology connects riverine, lacustrine, estuarine, and marine waters with their adjacent wetlands, non -wetland waters, or uplands. Riparian areas provide a variety of ecological functions and services and help improve or maintain local water quality. (See general condition 23.) Shellfish seeding: The placement of shellfish seed and/or suitable substrate to increase shellfish production. Shellfish seed consists of immature individual shellfish or individual shellfish attached to shells or shell fragments (i.e., spat on shell). Suitable substrate may consist of shellfish shells, shell fragments, or other appropriate materials placed into waters for shellfish habitat. Single and complete linear project: A linear project is a project constructed for the purpose of getting people, goods, or services from a point of origin to a terminal point, which often involves multiple crossings of one or more waterbodies at separate and distant locations. The term "single and complete project" is defined as that portion of the total linear project proposed or accomplished by one owner/developer or partnership or other association of owners/developers that includes all crossings of a single water of the United States (i.e., a single waterbody) at a specific location. For linear projects crossing a single or multiple waterhodies EXHIBIT E Environmental Permits Page 81 of 94 several times at separate and distant locations, each crossing is considered a single and complete project for purposes of NWP authorization. However, individual channels in a braided stream or river, or individual arms of a large, irregularly shaped wetland or lake, etc., are not separate waterbodies, and crossings of such features cannot be considered separately. Single and complete non-linear Project: For non-linear projects, the term "single and complete project" is defined at 33 CFR 330.2(1) as the total project proposed or accomplished by one owner/developer or partnership or other association of owners/developers. A single and complete non-linear project must have independent utility (see definition of"independent utility"). Single and complete non-linear projects may not be "piecemealed" to avoid the limits in an NWP authorization. Stormwater management: Stormwater management is the mechanism for controlling stormwater runoff for the purposes of reducing downstream erosion, water quality degradation, and flooding and mitigating the adverse effects of changes in land use on the aquatic environment. Stormwater management facilities: Stormwater management facilities are those facilities, including but not limited to, stormwater retention and detention ponds and best management practices, which retain water for a period of time to control runoff and/or improve the quality (i.e., by reducing the concentration of nutrients, sediments, hazardous substances and other pollutants) of stormwater runoff. Stream bed: The substrate of the stream channel between the ordinary high water marks. The substrate may be bedrock or inorganic particles that range in size from clay to boulders. Wetlands contiguous to the stream bed, but outside of the ordinary high water marks, are not considered part of the stream bed. Stream channelization: The manipulation of a stream's course, condition, capacity, or location that causes more than minimal interruption of normal stream processes. A channelized stream remains a water of the United States. Structure: An object that is arranged in a definite pattern of organization. Examples of structures include, without limitation, any pier, boat dock, boat ramp, wharf, dolphin, weir, boom, breakwater, bulkhead, revetment, riprap, jetty, artificial island, artificial reef, permanent mooring structure, power transmission line, permanently moored floating vessel, piling, aid to navigation, or any other manmade obstacle or obstruction. Tidal wetland: A tidal wetland is a wetland (i.e., water of the United States) that is inundated by tidal waters. The definitions of a wetland and tidal waters can be found at 33 CFR 328.3(b) and 33 CFR 328.3(f), respectively. Tidal waters rise and fall in a predictable and measurable rhythm or cycle due to the gravitational pulls of the moon and sun. Tidal waters end where the rise and fall of the water surface can no longer he practically measured in a predictable rhythm due to masking by other waters, wind, or other effects. Tidal wetlands are located channelward of the high tide line, which is defined at 33 CFR 328.3(d). Vegetated shallows: Vegetated shallows are special aquatic sites under the 404(b)(1) Guidelines. They are areas that are permanently inundated and under normal circumstances have rooted aquatic vegetation, such as seagrasses in marine and estuarine systems and a variety of vascular rooted plants in freshwater systems. W aterbodv: For purposes of the NWPs, a waterbody is a jurisdictional water of the United States. If a jurisdictional wetland is adjacent — meaning bordering, contiguous, or neighboring— to a waterbody determined to be a water of the United States under 33 CFR 328.3(a)(1)-(6), that waterbody and its adjacent wetlands are considered together as a single EXHIBIT E Environmental Permits Page 82 of 94 aquatic unit (see 33 CFR 328.4(c)(2)). Examples of "waterbodies" include streams, rivers, lakes, ponds, and wetlands. ADDITIONAL INFORMATION This nationwide permit is effective March 19, 2012, and expires on March 18, 2017. Information about the U.S. Army Corps of Engineers regulatory program, including nationwide permits, may also be accessed at hgp://v%,ww.swfusacc,.army.mil/rcpulatory or http:i/www.usace.army.miLMissions.'CivilWorks/Re ue lator ProarainandPermitsasspx NATIONWIDE PERMIT (NWP) REGIONAL CONDITIONS FOR THE STATE OF TEXAS The following regional conditions annly within the entire State of Texas: 1. Compensatory mitigation is required at a minimum one-for-one ratio for all special aquatic site losses that exceed 1 A 0 acre and require pre -construction notification (PCN), and for all losses to streams that exceed 300 linear feet and require PCN, unless the appropriate District Engineer determines in writing that some other form of mitigation would be more environmentally appropriate and provides a project -specific waiver of this requirement. 2. For all discharges proposed for authorization under nationwide permits (NWP) 3, 6, 7, 12, 14, 18, 19, 25, 27, 29, 39, 40, 41, 42, 43, 44, 51, and 52, into the following habitat types or specific areas, the applicant shall notify the appropriate District Engineer in accordance with the NWP General Condition 31, Pre -Construction Notification (PCN). The Corps of Engineers (Corps), except for the Tulsa District, will coordinate with the resource agencies as specified in NWP General Condition 31(d) (PCN). The habitat types or areas are: a. Pitcher Plant Bogs: Wetlands typically characterized by an organic surface soil layer and include vegetation such as pitcher plants Sarracenia sp.), sundews rosera sp.), and sphagnum moss (Snhamum sp.). b. Bald Cypress -Tupelo Swamps: Wetlands comprised predominantly of bald cypress trees I'axodium distichum , and water tupelo trees ssa a uatica , that are occasionally or regularly flooded by fresh water. Common associates include red maple Acer rubrum , swamp privet orestiera acuminate , green ash raxinus oennsylvanica) and water elm lanera uatica . Associated herbaceous species include lizard's tail Sautvrus cemuus , water mermaid weed (Proseruinaca slip.), buttonbush (Ceohalanthus occidentalis) and smartweed (Polygonum spp.). (Eyre, F. H. Forest Cover Types of the United States and Canada. 1980. Society of American Foresters, 5400 Grosvenor Lane, Bethesda, Maryland 20814-2198. Library of Congress Catalog Card No. 80-54185) 3. For all activities proposed for authorization under NWP 12 that involve a discharge of fill material associated with mechanized land clearing in a forested wetland, the applicant shall EXHIBIT E Environmental Permits Page 83 of 94 notify the appropriate District Engineer in accordance with the NWP General Condition 31 (Pre - Construction Notification) prior to commencing the activity. 4. For all activities proposed for authorization under NWP 16, the applicant shall notify the appropriate District Engineer in accordance with the NWP General Condition 31 (Pre - Construction Notification), and work cannot begin under NWP 16 until the applicant has received written approval from the Corps. 5. For all discharges proposed for authorization under all N WPs, into the area of Caddo Lake within Texas that is designated as a "Wetland of International Importance" under the Ramsar Convention, the applicant shall notify the Fort Worth District Engineer in accordance with the NWP General Condition 31. The. Corps will coordinate with the resource agencies as specified in NWP General Condition 31(d) (Prc-Construction Notification). 6. For all discharges proposed for authorization under NWP 43 that occur in forested wetlands, the applicant shall notify the Fort Worth District Engineer in accordance with the General Condition 31 (Pre -Construction Notification). 7. For all discharges proposed for authorization under any nationwide permit in Dallas, Denton, and Tarrant Counties that are within the study area of the "Final Regional Environmental Impact Statement (EIS), Trinity River and Tributaries" (May 1986), the applicant shall meet the criteria and follow the guidelines specified in Section III of the Record of Decision for the Regional EIS, including the hydraulic impact requirements. A copy of these guidelines is available upon request from the Fort Worth District and at the District website www.swf.usace.army.mil (select "Permits"). 8. Federal Projects. The applicant shall notify the Forth Worth District Engineer in accordance with the NWP General Condition 31, Pre -Construction Notification (PCN) for any regulated activity where the applicant is proposing work that would result in the modification or alteration of any completed Corps of Engineer projects that are either locally or federally maintained and for work that would occur within the conservation pool or flowage easement of any Corps of Engineers lake project. PCN's cannot be deemed complete until such time as the Corps has made a determination relative to 33 USC Section 408, 33 CFR Part 208, Section 208.10, 33 CFR Part 320, Section 320.4. 9. Invasive and Exotic Species. Best management practices are required where practicable to reduce the risk of transferring invasive plant and animal species to or from project sites. Information concerning state specific lists and threats can be found at: h!W://www.invasivespeciesinfo.eov/unitedstates/tx.slitmi. Best management practices can be found at: httn://www.invasivesoeciesinfo.eov/toolkit/orevention.shtml. Known zebra mussel waters within can be found at: http://nas.er.usgs.eov/Queries/LmbysLas�. EXHIBIT E Environmental Permits Page 84 of 94 10. For all discharges proposed for authorization under NWPs 51 and 52, the Corps will provide the PCN to the US Fish and Wildlife Service as specified in NWP General Condition 31(d)(2) for its review and comments. EXHIBIT E Environmental Permits Page 85 of 94 EXHIBIT E Environmental Permits Page 86 of 94 WWW OSE On on 08 06 o ? r, "=I 1 !mlmwl� o09'L o0Z'L 004 006 OR 0 -IVIOU3WWOO IMM ONlNcJS NOANVO MOOVHS o ooeHnS jej!geH leOpuO -dOd O lOV2LL NOANVO MOOVHS ® V, 9L=l IR Kzl SONINdS ■ S-LN3W3SV3 OM � r 3Hn1V3d 1S21VN n– 3lONIW3S 3NIl3dld £ - deep 4 9OZ '9£-d IIeM jejeM * 3M3SMd 1S8M1 dOH F uleldpoold JeaA 00L VW3d ® U]Nnnnoo e0eynsgnS )eEgeH IMMUO -dOJd C) S.LNBWlaVdV 3StlHd 1N3WdO13�0 1N3WdOl3A3U NOANVO MOOb'HS M31AI13AO 4 minx d m WWW OSE On on 08 06 o ? r, "=I 1 !mlmwl� o09'L o0Z'L 004 006 OR 0 V, 1 I I 1 .�� ' r :._ -hrr a� V1 I+' + 1.0)♦ SPA STATE HII u e, t soU[HFORA _SANGA'E3RIELRIVER^).���� ! ` t 0 0.25 0.5 1 Miles FIGURE 2. ACTION AREA - SHADOW CANYON PROJECT - i `�• `'"� Action Area On &Near Shadow Canyon RIVERS & CREEKS ZONE - EDWARDS AQUIFER TCEQ Proposed Critical Habitat Subsurface Unit No. - Contributing Recharge ` IJ SHADOW CANYON TRACT Transition , - - - PROPOSED ROAD SW3 Waterway_ActionArea S3SVHd-MM013A30 ONV SAVMN3IVM 404 N01103S - lOVrdl NOANVO MOOVHS '£ 3zinqu 6 r SiaPIN 094 09E 04Z M 09 0 >r _ Y 1 4e �q ®d^e e /i_ af4 PKIN i—m— NA—MRLo A NOANVO E s FMS OVOa 03SOdOad o ..CZ a6,u43. S-lvwl , TdIOa3WW0o lltll3aEP ll3M GC --4 ` j 33(1 ONv- AIIWt-iiiinW lVI1N3OIS3a I i I ONIadS s�-d Q E-1VM Z D .�.yns9WS I.Y.9.H I- WO P"oda� SNIadSKy El ZdVM4-4*4m# .aeyWS 7eP9.H IeoPuO Paaoduy® ll3MYONV-S9NIad5 Z t lVMo%lf °JNIadSNOAWDMOOVHS 35VHd 1OV211 NOAM10MOOVHSI i L—r� N3321O SlOI IVIlN3OIS3?3 S3SVHd-MM013A30 ONV SAVMN3IVM 404 N01103S - lOVrdl NOANVO MOOVHS '£ 3zinqu 6 r SiaPIN 094 09E 04Z M 09 0 >r _ Y 1 4e �q ®d^e e /i_ af4 PKIN i—m— NA—MRLo A NOANVO E Number Ske Name HYDROUNIT HUC12 to Cobb Springs Dry Barry Ck lb Cobb Well Dry Barry Ck 2 Cowan Cwerlt Spring law Berry ck 3 Bat Wag Cans Lox Barry Ck 4 Wahna Sprig Lk G'tovm 5 Twln Spring Lk Gtawn 6 Hogg Hollow spring Lk Gl wm 7 Cedar Hollow Spring Lk GYown Ba Knign Spring Lk G'town Bb Coder Brasier Hiking Trail Lk Glaxn 9 Water Tari, Cave N&M Fork San Gabriel 10 Pmam Sprig N&MFork Sar Gabriel 11 Buford Hollow Sprbga N&M Fork San Gabriel 12 Swhnbank Spring N&M Fork Sar Gabriel 13 Shadow Carryon Spring L S Fmk Sar Gabriel 14 San Gabriel Spring Smith Brood & San Gabriel 15 Garay Ranh Spring L S Fork Sen Gabriel 16 Hogg HoSom 0 Spring Lk GYown r 1 • �, 1 yg/ ELoByCgkvr LakGeorg E c w I __�J 0 0.5 1 2 ®Milea ) (\ FIGURE 4 OVERVIEW GEORGETOWN SALAMANDER SITES Q Proposed critical Habitat Subsurface <= 300 m m- PROPOSED ROAD SW3 SHADOW CANYON BOUNDARY ® GEORGETOWN SALAMANDER SITE 7*1 Om m 0 10 >- MCI w 0 D 0 0 0 > Im -0 > w >Z> ANK,57777, 0 O HO > z O o 0 60 160 320 Meters FIGURE 6a 80 METER SETBACK FROM SHADOW CANYON SPRING j IShatlmv Cerrym pmetl Subsurface CH ECHARGEZONE ffaratPmadm C> jBO M Sedme fmm Spring =-YEAR FLOODPLAIN .__�r. �/ (DMLL SPRING E INA Enammt ®PropmW Surfxa CH 0 Shod w Crtrym SpNg d E OupdS WAUVO xnMa 0 HDWS;MSPWdwd� 1Nawem rm IL.J� 9NNds ITT MO H daoo'Id Utl -OOWWPdS ww/yav9leS W oil ) —d*M 3NOZ 3aNtlH�3 H�ea9mc7nS DesoOWnl lr+w uoRueJ x.We4Sl V.� �I t ._—_ alLOS OO6VONMdS NOANVO MOGVHS WON] N3tl913S bAJ-31N 08 99 321(191] U, f= Ma;aW 09 04 OZ m 0 a m d m N a E a a n c v E c 0 c w EXHIBIT F Master Development Fee Calculation Form INSTALLMENT WORKSHEET TOTAL DISTRICT BONDS SOLD: $ LESS ALLOWABLE DEDUCTIONS: Surplus and Escrowed Funds $ Non -Construction Costs: Legal and Financial Advisory Fees: $ Interest Costs: Capitalized Interest $ Developer Interest $ Bond Discount $ Administrative and Organization $ (including creation costs and operating advances) Bond Application, Market Study, $ and other bond issuance costs (based upon costs approved far reimbursement under applicable TCEQ rules, and an audit of developer reimbursable expenses performed at the time of each Bond issue) TCEQ Bond Issuance Fee $ Application, Review and Inspection Fees $ TOTAL ALLOWABLE DEDUCTIONS: $ NET MDF AFTER ALLOWABLE DEDUCTIONS: CITY PERCENTAGE: TOTAL MDF: X 10%*"* ** ACTUAL AMOUNT TO BE BASED ON COSTS APPROVED FOR REIMBURSEMENT BY TCEQ AS AUDITED BY DISTRICT AUDIT *** OR SUCH OTHER PERCENTAGE DETERMINED IN ACCORDANCE WITH SECTION S.64 OF THE CONSENT AGREEMENT Consent Agreement Williamson County MUD #34 Exhibit F Page 1 of 1 EXHIBIT G PARTIAL ASSIGNMENT OF RECEIVABLES AGREEMENT 278 Georgetown Inc., a Texas corporation ("Assignor'), located at 4408 Spicewood Springs Road, Austin, Texas 78759, has entered into a Development Financing Agreement (the "Financing Agreement") with Williamson County Municipal Utility District No. 34 (the "District") in connection with the design and construction of certain water, sewer, drainage, water quality, transportation and other facilities on the condition that the Assignor will be reimbursed in the future from the sale of bonds issued by the District for such purposes, subject to the terms and conditions of the Financing Agreement and the Consent Agreement by and among Assignor, the District, and the City of Georgetown, Texas ("Assignee") setting forth the terms and conditions of Assignees consent to creation of the District. Assignor hereby assigns TEN PERCENT (10%) of the net proceeds received from the District through the issuance of every series of bonds issued by the District (the "Funds") to Assignee in satisfaction of the requirements of Section 5.04 of the above - referenced Consent Agreement, or such other percentage of proceeds as the City may determine is necessary in accordance with Section 5.04 of the Consent Agreement, but not to exceed a cumulative total of ONE MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($1,500,000.00). The District and Assignor shall ensure that each installment payment of the Funds will be paid to the City in conjunction and simultaneously with Owner's receipt of reimbursement from the bonds. Assignor and Assignee agree that this partial assignment of the Funds shall terminate at such time as the City has received an aggregate total of ONE MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS ($1,500,000.00) of Funds. Assignor and Assignee shall file an executed Termination of Partial Assignment of Receivables Agreement in the Official Public Records of Williamson County at such time. By execution of this instrument, Assignee hereby accepts such assignment and assumes all of Assignor's rights, title, and interests in and to the Funds and the right to receive the Funds, and instructs the District to pay the Funds to Assignee rather than Assignor. Executed to be effective on the day of 20. (signatures follow) Consent Agreement Williamson County MUD #34 Exhibit G Page 1 of 4 ASSIGNOR: 278 GEORGETOWN, INC., a Texas corporation 0 Date: STATE OF TEXAS § § COUNTY OF § Joseph W. Straub, President This instrument was acknowledged before me the _ day of , 2016, by Joseph W. Straub, in his capacity as President of 278 Georgetown, Inc., a Texas corporation, on behalf of said corporation. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Williamson County MUD #34 Exhibit G Page 2 of 4 The Assignee hereby accepts the Partial Assignment of Receivables. Executed this the day of 20_ CITY OF GEORGETOWN, TEXAS a Mayor ATTEST: By: City Secretary APPROVED AS TO FORM: um City Attorney STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of , 2016, by , Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Williamson County MUD #34 Exhibit G Page 3 of 4 The District hereby consents to the Partial Assignment of Receivables. Executed this the ATTEST: Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § day of WILLIAMSON COUNTY UTILITY DISTRICT NO. 34 M President 20_ MUNICIPAL This instrument was acknowledged before me the _ day of -201, by , President of Williamson County Municipal Utility District No. 34, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: Consent Agreement Williamson County MUD #34 Exhibit G Page 4 of 4 EXHIBIT H WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 34 NOTICE TO PURCHASER THE STATE OF TEXAS COUNTY OF WILLIAMSON The real property, described below, that you are about to purchase is located in the Williamson County Municipal Utility District No. 34 (the "District'). The District has taxing authority separate from any other taxing authority and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date, the rate of taxes levied by the District on real property located in the District is $ on each $100 of assessed valuation. If the District has not yet levied taxes, the most recent projected rate of tax, as of this date, is $ on each $100 of assessed valuation. The total amount of bonds, excluding refunding bonds and any bonds or any portion of bonds issued that are payable solely from revenues received or expected to be received under a contract with a governmental entity, approved by the voters and which have been or may, at this date, be issued is $. and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is $ The District has the authority to adopt and impose a standby fee on property in the district that has water, sanitary sewer, or drainage facilities and services available but not connected and which does not have a house, building, or other improvement located thereon and does not substantially utilize the utility capacity available to the property. The District may exercise the authority without holding an election on the matter. As of this date, the most recent amount of the standby fee is $ . An unpaid standby fee is a personal obligation of the person that owned the property at the time of imposition and is secured by alien on the property. Any person may request a certificate from the District stating the amount, if any, of unpaid standby fees on a tract of property in the District. The District is located in whole or in part within the corporate boundaries of the City of Georgetown, Texas. The taxpayers of the District are subject to the taxes imposed by the municipality and by the district until the district is dissolved. By law, a District located within the corporate boundaries of a municipality may be dissolved by municipal ordinance without the consent of the District or the voters of the District. Consent Agreement Williamson County MUD 1134 Exhibit H Page 1 of 3 The purpose of this District is to provide water, sewer, drainage, or flood control facilities and services within the district through the issuance of bonds payable in whole or in part from property taxes. The cost of these utility facilities is not included in the purchase price of your property, and these utility facilities are owned or to be owned by the district. The legal description of the property you are acquiring is as follows: (Date) Signature of Seller PURCHASER IS ADVISED THAT THE INFORMATION SHOWN ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASER IS ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM. "The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. (Date) Signature of Purchaser "(Note: Correct tax rate, bond amounts, and legal description are to be placed in the appropriate space.) Except for notices included as an addendum or paragraph of a purchase contract, the notice shall be executed by the seller and purchaser, as indicated. If the district does not propose to provide one or more of the specified facilities and services, the appropriate purpose may be eliminated. If the district has not yet levied taxes, a statement of the district's most recent projected rate of tax is to be placed in the appropriate space. If the district does not have approval from the TCEQ to adopt and impose a standby fee, the second paragraph of the notice may be deleted. For the Consent Agreement Williamson County MUD 1134 Exhibit H Page 2 of 3 purposes of the notice form required to be given to the prospective purchaser prior to execution of a binding contract of sale and purchase, a seller and any agent, representative, or person acting on the seller's behalf may modify the notice by substitution of the words 'January 1, ' for the words 'this date' and place the correct calendar year in the appropriate space.) Consent Agreement Williamson County MUD #34 Exhibit H Page 3 of 3 ORDINANCE NO. An Ordinance of the City Council of the City of Georgetown, Texas, amending part of the Official Zoning Map to rezone approximately 278.21 acres of the Isaac Donagan and Joseph Thompson Surveys from the Residential Single -Family (RS) District to the Planned Unit Development (PUD) District; 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"): 278.21 acres of the Isaac Donagan and Joseph Thompson Surveys, 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 May 3, 2016, held the required public hearing and submitted a recommendation of approval to the City Council for the requested rezoning of the Property with the following recommended changes to the PUD development plan: 1) As illustrated on Exhibit D to the PUD Ordinance, Open Space Summary, the Concept Plan requires at least 22 acres of public parkland/open space to be located along the South San Gabriel River, and for a public trail (the San Gabriel River Trail) to be located in the parkland. This 22 acre public parkland and associated San Gabriel River Trail, will, when dedicated and constructed, fully satisfy the City's parkland dedication requirements for the Property,as well as the pr-epefty approved aR PeEember 15, 2004, as . The entirety of the 22 acres of parkland shall be dedicated to the City, along with public right-of-way, no later than the recording of the first Final Plat for any portion of the Property containing residential lots. 2) The trail shall be approximately 5,266 linear feet in length constructed along the entire length of the South San Gabriel River as it traverses the Property, be ten foot Ordinance Number: Description: Shadow Canyon PUD Ordinance Date Approved: May 24, 2016 Page 1 of 3 Case File Number: REZ-2016-002 Exhibits A & B Attached (10)' wide, and be made of concrete. It must be located within the dedicated parkland or the open space in the general location shown on Exhibit D to the PUD Ordinance. The trail 4aillwad1erA4ietrs shall be constructed to meet Texas Accessibility Standards (TAS). 3) The trail shall be constructed in its entirety on the earlier of; (a) Prior to final acceptance of any lot in Parcel 2, 6 or 7 shown on Exhibit D to the PUD Ordinance, let dot; or (b) 180 days after the City provides written notice via the means stated in the Consent Agreement stating that design or construction of any adjacent section of the trail (on property east or west of the Property) has commenced. Final acceptance of any lot shall be defined as final acceptance of the subdivision iml2rovements serving any part parcel 2, 6, or 7 shown on exhibit D. Should fiscal be posted to allow the recordation of the subdivision plat for one of the above mentioned parcels the posted fiscal instrument shall not be released until the trail is complete; and Whereas, the City Council, at a meeting on May 10, 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 Development Code. Section 2. The Official Zoning Map, as well as the Zoning District classification for the Property is hereby amended from the Residential Single -Family (RS) district to the Planned Unit Development (PUD) district with a base zoning district of Residential Single -Family (RS), in accordance with the attached Exhibit A (Field Notes and Sketch), Exhibit B (PUD Development Plan) 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 Ordinance Number: Page 2 of 3 Description: Shadow Canyon PUD Ordinance Case File Number: REZ-2016-002 Date Approved: May 24, 2016 Exhibits A & B Attached 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 101hday of May, 2016. APPROVED AND ADOPTED on Second Reading on the 241s day of May, 2016. THE CITY OF GEORGETOWN: Dale Ross Mayor APPROVED AS TO FORM: Charlie McNabb City Attorney Ordinance Number: Description: Shadow Canyon PUD Ordinance Date Approved: May 24, 2016 ATTEST: Shelley Nowling City Secretary Page 3 of 3 Case File Number: REZ-2016-002 Exhibits A & B Attached Exhibit Page I of 10 ase ine LandSurveyors, Inc. 8333 Cyas+P.hrP,•0riae .Aarrin, T&Vu 78754 Wgirtartd7irm av10015100 Offm 512.374.9722 'fax: 512.873-9743 METES AND BOUNDS DESCRIPTION BEING 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN WILLIAMSON COUNTY, TEXAS, AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN INC BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 12" rebar found for the northernmost northeast comer of said 278.212 acro tract, being the northwest comer of a 10.550 acre toot of land conveyed to MGC Highway 29 Development, LLC by instrument of record in Document Number 2007014835 of the Official Public Records of Williamson County, Texas and also being in Ore south right-of-way line of State Highway Nunber 29 (R.O.W. varies}, THENCE along the north line of the 278.212 acre tract and the west and south lines of said 10.550 amebeer the following four (4) courses: 1. South 04928'24" West (record: South 04031100" West), passing at a distance of 18.38 feet a 12" rebar found with plastic cap, which reads "G &R Surveying" and continuing for a mol distance of71.56 fad (record: 71.55 fent) to a 12" mbar found; 2. South 72.46'33" East wrlistance of 556:93 feet (record: South 72048'45" Eau a distance of 556.79 feet) to a 12"mbar sawhh plastic cap which mads "Baseline, Ino.'; 3. South 79°18'22" East a distance of 70.58 fmt (record: Soulh 79°22'15" Last a distanceof 70.62 feet) to a 5/8" rebar found; 4. Nath 69016'34" Bast a distance of 197.69 feet (record: North 69018'00" Pau a distance of 197.85 feet) to a 12" rebar set with plastic cap, which reads "Baseline, Inc." for the easternmost northeast comer of the 278.212 acre tract; THENCE South 25°58'40" Eau (record: South 26001'15' Eau), along do east line of the 278212 acm uact and continuing along the south line of the 10.550 acre tact a distance of 51.58 feet (ocord: 51.61 fact) to a 12" rebar set with plastic cap, which reads "Baseline, Inc." for an angle point in the south line of the 10.550 acne tied and being the northwest comer of a 291.09 ase tract of land conveyed to Judy Dean Wolf Hindelang, Susan Jane Wolf Robertson, Jay Leon Wolf, Jr. end Iva Wolf McLachlun by instrument of record in Document Number 2009090679 of the Official Public Records of Williamson County, Texas and known therein as "Tract Five - Parcel Three,., (WO6527o6.3) A-1 Page 2 of 10 THENCE along the east line of the 278.212 acre tract and the west line of said 291.09 acre net the following eight (8) courses: 1. South 21008'52" East a distance of 692.23 feet (record: South 21"09' 15" East a distanec of 692.23 fat) to a 12" rebar found; 2. South 21°15'01"Basta distance of393.09 feet (record: South 21°17'00" East a distanceof 393.19 feet) to a 12 rebar found with cap, stamped "Pape Dawson"; 3. South 24059.27" Past a distance of 88.15 feet (record: South 24-5815" Fast a distance of 88.21 fat) to a 12" mbar found; 4. South 19039'1 V East a distance of 207.78 feet (record: South 19°39'00" East a distance of 207.78 feet) to a 12" rebar found; 5. South 2105711" East adistance of450AI feet(rccord: South 21°58'45" Fast a distance of 450.41 feet) to a I2" rebar found; 6. South 20055'39" East a distance of 911.42 feet (record: South 20-5615" East a distance of 911.34 fat) to a 12" rebar found; 7. South 21040'34" East a distance of 388.49 feet (record: South 21-4 1'00" East a distance of 388.49 feet) to a 12" nebarfound for the southeast comer of the 278212 acre tract, being the southwest comer of the 291.09 acre tract and being in Ore north line of a 457 acre tract of land conveyed to W.T. Guy by instrument of record in Volume 345, Page 460 of the Dad Records of Williamson County, Texas; THENCE South 49°50'28" West (record: South 49°49'00" West), crossing through said 457 acre tract, along the called south line of the 278212 acre tract, passing at a distance of 215.95 feet (record: 215.93 feet) a ]IT'rebar found with cap, stamped "RPLS 5784 on the edge of a bluff and continuing for a total distance of 295.28 fel (record: 295.15 fed) to a calculated point in the west line of the 457 acre tract, being the north line of a 104820 am tract of land conveyed to A.C. Weir and Esther Weir by instrument of record in Volume 522, Page 451 of the Deed Records of Williamson Comity, Texas and designated as "Firs[ Tract" therein and being the approximate centerline of the Son Gabriel River; THENCE North 81057'4T' W est (record: North 91.59'00" West), along the called south line of the 278.212 acre tract, the west line of the 457 acre trad, the east line of said 1048.20 arae tract and the approximate centerline of the San Gabriel River, passing at a distance of 195.03 feet a calculated point at the approximate intersection of the cwnerline of the San Gabriel River with the south line of the Isaac Donagan Survey, Abstract Number 178, being the north line of the Joseph Thompson Survey, Abstract Number 608 and being the northwest comer of the 457 acre had and continuing along the called south line of the 278.212 acre tract, the north line of the 1048.20 acre trod and the approximate centerline of the San "net River for a total distance of 645.06 fed (record: 644.97 Ret) to a calculated point; THENCE along the south line of the 278.12 acre tract, the north line of the 1048.20 acre tract and the approximate centerline of the San Gabriel River the following six (6) courses: 1. South 55006'29" West a distance of 519.75 fed (record: South 55005'15" West a distance of 519.75 fat) to a calculated point, {Wo6527o6.3; A-2 Page 3 of 10 2. South 23001'29" Wear a distance of 1534.01 feet (record: South 23000'15" Weta distance of 1534.01 feet) to a calculated point; 3. South 69°08'29" West a distance of 326.36 fed (record: South 69°07.15" West a distance of 326.36 fat) to a calculated point; 4. South 85°42'29" West a distance of 621.76 fed (record: South 85°41'15" West a distance of 621.76 fat) to a calculated point; S. South 57°11'29" West a distance of 268.60 foet (record: South 57010'15" West a distance of 268.60 feet) to a calculated point; 6. South 70°04'29" west a distanceof755.32 feet(=Ord: Sou1100003'15"Westadisumceof 755.32 fed) to a calculated point for the northwest coma of the 1048.20 acne tract and being the northeast comer of a 190.40 etre tract of land conveyed to Tons Crushed Slone Company by instrument of record in Volume 743, Page 47 of the Deed Records of Williamson County, Texas; THENCE South 75°4912" West (record: South 75°48'15" West), along the seuth line of the 278.212 acre tract, the Fwrdh lire of said 190.40 acre had and the approximate centerline of the San Gabriel Rivera distanceof 116.10 fee( (record: 116.101bet) to a calculated point for the southwest comer of the 278.212 acre tract and being the southeast comer of a 103.9327 acre tract of land conveyed to Blbert L. Brown and Beverly D. Brown by instrument of record in V olume 2189, Page 585 of the Official Records of Williamson County, Texas; THENCE along the west line of the 278.212 acre tract and the east line of said 1039327 acre tract the following ten (10) courses: 1. North 01027'13' West a distance of 1,642.38 feet (record: North 01 028' 15" West a distance of 1,642.61 fat) to a 12" Faber found; 2. North 84°56.46" East a distance of 498.41 feet (record: North 94°56'00" East a dis once of 498.38 fat) to a 12" rebar found; 3. North 09053'36" West a distance of 350.08 fed (record: North 0905445" West a distance of 350.05 fed) to a 1/T'rebor found; 4. North 11018'36' Westa distance of 383.88 feet (record: North 11'21'45" West a distance of 383.76 feet) to a 112" rebar fbund; S. North 04'46'49" East a distance of 575.81 fed (record: North 04°47'00" East a distance of 575.94 feel) to a 1/2" mbar found; 6. North 10012'10" West a distance of 192.13 feet(record: North 10'11'15" West a distance of 192.14 feat) to, a nail found; 7. North 40'55' 15" East a distance of 13.10 fed (record: North 40'32' 15" East a distance of 13.02 fat) to a nail found; S. North 00'17'116" East a distance of 343.:70 fed (record: North 00015'45" Fast a distance of 343.66 fed) to a I/T'rebar with plastic cap set which reads "BASELINE INC."; (W0652706.3) A-3 Page 4 of TO 9. North 02°11'06" West a distance of 320.09 fact (accord: Notch 0201115" West a distance of 319.98 feet) to a 12" rebnr Pound with illegible cap; 10. North 01 °54.34" West a distance of 174.14 fat (record: North 01"56'00" West a distance of 174.07 fat to a 12" richer found for the northwest comer of the 278.212 acre tract, being the southwest comer of Shadow Canyon Commercial Section 3; a subdivision of record in Document Number 2014085365 of the Official Public Records of Williamson County, Texas; from which a 12" rebar found in the was( line of said Shadow Canyon Commercial Section 3 and the east line of the 103.9327 acre tract hears North 01054'34" Wes[ a distance of 1,049.31 feet (record: North 01054'08" West adistance of 1,049.26 fat); THENCE along the north line of the 278.212 arae trap and the south and east lines of Shadow Canyon Commercial Section 3 the following 5 toruses; I . North 83037.24" East a distance of 248.64 fat (record: North $3033'15" East a distance of 248.63 feet) to a 12" mbar found with cap, stamped "RPLS 5784" for a point of ourvamre; 2. Along a non-tangontial curve to die right having a radius of 345.00 feel, (record: 345.00 fat) a length of 155.98 feet, (record: 156.12 fcel) a delta angle of 2505414" and a chord which bears North 64139.03" East a distance of 154.65 feet, (record: North 64042.00" East a distance of 154.79 feet) to a nail found; 3. North 77°42'35" East a distance of 499.24 fat (record: Nord 77040'00" Fast a distance of 498.83 feet) to a 12" rebar found; 4. North 20'13.52" Wal a distance of 402,50 fat (record: North 20°14'00" West a distance of 402.27 feet) to a 12" rebar found with cap, stamped "RPLS 5784" for a point of curvature; 5. Along a tangential curve to the right havinga radius of 150.00 feat, (record: 150.00 feet) a length of 235.69 fat, (record: 235.76 feet) a dclutangle of 90°01.41"end a chord which bears North 22°11'49" East a distance of 212.18 feel, (record: North 22°08'00" East a distance of 212.23 feet) toe 12" rebar found with cap, stamped "RPLS 5784" far an angle point in the mst line of Shadow Canyon Commercial Section 3, being an angle point in the west line of Shadow Canyon Commercial Section 2; a subdivision of record in Document Number 2010086635 of the Official Public Records of Williamson County, Texas THENCE along the north Ihte of the 278212 acre tract and the south and east lines of said Shadow Carryon Commercial Section 2 the following fora (4) nurses 1. Continue along a tangential curve to the right, having a radius of 150.00 fat (record: 150.00 feet), a length of 235.41 fat (record: 235.67 feels a delta angle of 89055' 18" and a chord, which hears South 67°48'02" East a distance of 211.99 feet (record: South 67"51' 14" Past a distance of 212.17 feet)toa12" rebar found with cap, stamped'W 55784"for a point of tangency; 2. South 22°59'1 T' East a distance of 68.03 feet (record: South 22°51'54" East a distance of 68.24 feet)to a 12" rebar found with rap, stamped "RPLS 5784" for a point of curvature; 3. Along a tangential curve to the right, having a radius of 797.62 feet (record: 797.62 fat), a length of 343.26 feet (record: 343.51 feet), a delta angle of24039'26" and a chord, which {Wo652706.3} A-4 Page 5 of 10 bears South 37°11'42" Past a distance of 340.61 feet (mcord: South 3701218" East a distance of 340.86 feel to a 12" mbar found with cap, stamped "CCC 4835' 4 North 09049'27" East (record: North 09045'08" Eas), passing at a distance of 654.97 feet (record: 655.00 feet) a calculated point for an angle point in the cast line of Shadow Canyon Commercial Section 2, being Ore south comer of Shadow Canyon Commercial Section 1; a subdivision of record in Document Number 2008045660 of the Oficial Public Records of Williamson County, Texas and passing at an additional dislance of 72.93 feet a 12" rebar found with illegible plastic cap and continue another 2.15 fee for a distance of 75.06 feet (record: 75.06 fee) from said south comer of Shadow Canyon Commercial Section I for an overall distance of 730.04 feet (record: 730.06 fcet) to a 12" rebar set wiOr plastic cep, which mads "Baseline, Inc." for a point of comium; THENCE along the north line of the 278.212 acre tract and the east line of said shadow Canyon Commercial Section I the following two (2) courses: 1. Along a tangential curve to the left, having a radius of 567.50 feel (record: 567.50 feet), a length of260.39 fee (record: 26039 feet), a delta angle of 26"17'21"(record: 26017'22'7 and a chord, which bears North 03°21'52" West adistance of 258.11 feet (record: North 03°22'43" West a distance of 258.11 feet) to a 12" rebar found wigs illegible plaslic cop for a point of tangency; 2. North 16030'33" West a disrenceof 114.79 feet (record: Ninth 16°31'24" Westa distance of 114.87 feet) to a 12" rebar set with plastic cap, which mads'Basalina, inc." for an angle point in the north line of the 278.212 acm tract, being the northernmost northeast comer of Shadow Canyon Commemial Section I and also being in the south right-of-way line of said State Highway Number 29; THENCE North 73029'52" East (record: North 73°28'45" East), alongthe north line of the 278212 acre tract and the south right-of-way line of State Highway Number 29 a distance of 289.31 feet (record: 289.39 feet) to lie POINT OF BEGINNING. This tract contains 278.21 acres of land, mom or less, out of the Isaac Donagan Survey, Abstract Number 178 and the Joseph Thompson Survey, Abstract Number 508 in Williamson County, Texas. Bearing Basis: Texas State Plane Coordinates, Central Zone, NAD.83V96CORS. Ronnie Wallace Date Registered Professional land Surveyor State of Texas No. 5222 File: SAPmjees4Shadow CanyonlDocslField NoteslBoundary 278 Ao.doc {W0652706.3} A-5 WS S.H. 29 (R.O.W. VARIES) I OF SHADOW CANYON V SEE DETAIL ' I COMMERCIAL SECTION 2 000. No. a 278 GEORGETOWN INC. 2010086635 9oeA 278.212 AC. o.p.R.w.c.i. q• y8• DOC. NO. 2014094143 s a�w 8 Al b O.P.R.W.C.T. 5Ta v PPIS 67N• r ...__DETAIL .. w 278.21 AC. ➢I➢ SIS zlz m THE J AND MGC HIGHWAY 29 DEVELOPMENT, LLC 10.550 AC. DOC. NO. 2007014835 O.P.R.W.C.T. i i (t",;v SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR LINE A: CURVE TABLES 8 T•MT GRAPHIC SCALE 300 150 0 300 IN FEET Yuqwlzip 291.09 AC. CT TIVE—PAR THREE" DOC. NO. 2009090679 O.P.R.W.C.T. MATCHLINE SHEET 6 �� -------- —� Lnw ---- 0 MATCHLINE SHEET 7 �4 u To Acco F s Li4SEUNE LAND SURVEYORS, INC 1.21 ACRES OF LAND OUT OF THE IN SURVEY, ABSTRACT NUMBER 178 AND WWOJ PANi39onHL1.V+D>71RVt�nG�Rw� 65WKs, IOMPSON SURVEY, ABSTRACT NUMBER 808; wLAWa mow IN WILUAMSON COUNTY. TERAS �r .ftmm UT SAME TRACT OF LAND CONVEYED A9 �: srss>+mu mx:snensw ,ORES TO 276 GEORGETOWN. INC. BY IT OF RECORD IN DOCUMENT NUMBER SHEET OF TBR OFFICIAL PUBLIC RECORDS OF -.e •r n+u: 6 Of 10 w+W+ �ur:urc RILLIAMSON COUNTY, TEXAS tWo6527o6.3} A-6 ________MATCHLINE SHEET 6 MATCHLINE SHEET 7 4 ` SEE SHEET 7 278 GEORGETOWN INC. FOR LEGEND 278.212 AC. SEE SHEET 10 DOC. NO. 2014094143 FOR LINE h CURVE TABLES O.P.R.W.C.T. F2_78_.2_1A_C_.l JUDY DEAN WOLF WOLF SUSAN JOANNE Z 178 ,,,�,4,,. JAY LEON WOLF. JR. �j�d4'.T� Aw"d IVA WOLF m MCLACHLAN 291.09 AC,— x 'RVOT FIVE—PARCEL rn THREE' y 00C. N0. 2009090679 �1 GRAPHIC SCALE O.P.R.W.C.T. OtUW; DEED UNE OF 457 AC. PER VOL 345, PC. 480 J00 750 0 IN FEET APPR010 DO� LINE SyRA R NUMBER 178 - MPRO%oMM1E "m LINE OF ,WEPH THOM SON SU ABSTRACT NUMBER 608 6 O A A R.O.W. DA.W.C.T. O.P.R.W.C.T O.R.W.C.T. I 1 (c n «c m A.C.608 WEIR A: ESIHER WEIR w. 1048.20 AC, 'FIRST TRACT" VOL. 522, PAGE 451 D.R.W.C.T. 1/2' IRON REBAR FOUND (NOTED, IF CAPPED) 1/2' IRON REBAR SET WITH CAN. 'BASELINE, INC. - MNL FOUND CALCULATED POINT RIGHT OF WAY DEED RECORDS WILLIAMSON COUNTY, TEXAS OFFICIAL PUBLIC RECORDS WILLIAMSON COUNTY, TEXAS OFFICIAL RECORDS WILLIAMSON COUNTY, TEAS RECORD INFO. DOC. NO, 2014094143 O.P.R.W.C.T. RECORD INFORMATION—DOC. NO. 2002093325. O.P.R.W.C.T. RECORD INFORMATION—DOC. NO. 2008045600. O.P.R.W.C.T, RECORD INFORMATION—DOC. N0. 2010086635, O.P.R.W.C.T. RECORD INFORMATION—DOC. NO. 2014085365, O.P.R.W.C.T. BASIS B SIS OF BEARINGS: TEXAS STATE PLANE COORDINATES, CENTRAL ZONE, MAD 83/', SIK1'CH TO ACCOMPANY FIELD NOTES OF 278.21 ACRES OF LAND OUT OF BASELINE LAND SURVEYORSs INC THB ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROF86/OW LAW SWOMYMSERW� THE JOSEPH THOMPSON SURVEY, ABSTRACT lain ER 008; BOTH IN NH,IJAMSON COUNTY, TEXAS °�8T�s00Y41°01fl00 AND BEINO THAT SAMB TRACT OF LAND CONVEYED AS orsama:A,s�n Au: s77mAsw ....o ..... ......... .,.. ,.e.,.,. ,. .,.. mrb�. T OF RECORD IN DOCOMI OF THE OFFICIAL PUBLIC (Wo6527o6.3} A-7 SHEET 7 of 10 FAL ELBERT L BROWN k BEVERLY 0. BROWN 103.9327 AC. VOL 2189. PG. 585 O.R.W.C.T. MATCHLINE SHEET 9 f�ATCHLINE SHEET 8 278.21 AC. 278 GEORGETOWN INC. 278.212 AC. DOC. NO. 2014094143 O.P.R.W.C.T. WPRC) Y TE 50 HU BEER 17 --� APPRO%ItNiE NDRiH U 0�H T RVEY OMPSON SU X608 TEAS CRUSHED STONE COMPANY 190.4D AC. JL 743. PAGE 47 D.R.W.C.T. A.C. WEIR @ ESTHER WEIR 1048.20 AC. •RRST TRACT VOL 522. PAGE 451 D.R.W.C.T. BOTH IN WILUAMSON NG THAT SAME TRACT .12 ACRES TO 278 GE OF AS OF f W0652706.3) A-8 GRAPHIC SCALE 300 150 0 300 IN FEET SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR UNE & CURVE TABLES B CENIERUNE OF NEL RMOV BASELINE "NO SURVEYOR$ INC m0wsnau Nzwaxls rcrsm®m ,Ji jm o�a,nx.m.v�u rAosusrAwo mnd.au.6ewonmm� 1 1 Ali 1 A n mmim1m =I= m m mlm o V I SHEET 8 or 10 SEE SHEET % FOR LEGEND S.H. 29 (R.O.PI. VARIES) I SEG SHEEP lU I FOR LINE & CURVE TABLES I I SHADOW CANYON COMMERAL SECTIONN 3 SECTION N M A DOC. . 2014085353 65 ^mu nei' rS Q $O O. P.R.W.C.T. C^ GRAPHIC SCALE IPA 'P➢LS 5>BI' 300 156 300 orj I� Z" IN FEET $o g• �N Uo ✓7G141Fi 1 N77*42'35"E ... Tmt sTaa' 4 9.24 I nLaclau: i oip;- ELBERT L BROWN & I BEVERLY D. BROWN 2 103.9327 AC. �-2, 279.21 AC. VOL. 2189, PG. 585 O.R.W.C.T. v Dly v _ ^ 278 GEORGETOWN INC. xIx ego 278.212 AC. ZIZ �-= DOC. NO. 2014094143 mlm O.P.R.W.C.T. m m ml mm •yly �IN O •O ^N L lTCHLINE SHEET 9_____ MATCHUNE SHEET 8 BASELINE LAND SURVEYORS, INC OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND �°'`10D''�RVEf7NG SERWCES THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 008; BOTH IN WIILIAMSON COUNTY, THUS "�`��B10p1910° AND BEING THAT SAME TRACT OF LAND CONVEYED AS pa�sizan.ma aa:sa.mw.Wa 278.212 ACRES TO 278 GEORGETOWN, INC. BY��"" SHCET INSTRUMENT OF RECORD IN DOCUMENT NUMBER 1p f�' 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF 9 Of 10 rW Will inycON COUNTY. TEAS {Wo6527o6.3} A-9 BOTH IN 11H31AMSON AND BEING THAT SAME TRACT LINE TABLE CURVE TABLE LINE SEARING CURVE RADIUS LENGTH DELTA BEARING CHORD C7 345.00' 55.98' 25!54'14" 4' 9' 154.65' = 345.06 156. 197.85' N84'42'00"E 154.79' C2 15 69' 90'01'41" Z I' 9'E 212AW C2 1 .0 ' 235.76' 393.19' OB'00'E S24'89'27 C3 150.OW 235.41' 55'10' S6T 211.99' C7 0.00' 235.67' 207.78 5 ' 212,17' C4 797.62' 24'3926' SIT 1 V 340.61' -ffC4T 797.62' 343.51' 192.14' 7-1 ' 8'E 340.86' C5 567.50' 260,39' 7'21' OS 258,11P 1 CS 0'260,39, NOt'56'00'W 26*17'22"3 L12 258.1 V BOTH IN 11H31AMSON AND BEING THAT SAME TRACT ID OUT OF THE ACT NUMBER 178 AND ABSTRACT NUMBER 608; DUNTY. TEXAS )F LAND CONVEYED AS (W06527o6.3) A-io BASELINE LAND SURVEYORS, INC PBOFEA7CIUL U W0 51/RVEI7NG SERV![E3 Amam�vaxnar.>:.urslar, rtx+sms. umlmaawnmulm mrm, siamsm F4C mam7.sr0 SHEET 10 of 10 LINE TABLE LINE SEARING LENGTH LI 4'28'2 'W 71,56' 1 504'37'00'W 71.55' L2 L2 8' 2'E S7922 15 E 70.58' 70.62' L3 N69' 8' 4"E 97 3 N69'18'00'E 197.85' L4 525'S8'40'E 51.50' 4 S2FO/'15"E 51.61' L5 1' '01' 93.09' S21'17'00'E 393.19' L6 S24'89'27 80 V L6 S24'58 15 E 88.21- L7 S 9'38'10"E 2 .78' L7 S19'3800E 207.78 LB 575'49' 2 116.10' S7548815 W 116.10' L9 N1('12' 192.13' 1-9 N10'71'15R1 192.14' 1-10 N4055'15'E 13.10' N4032'15 E 13.02' L11 01'54'34 W 1 1-1 NOt'56'00'W 174.07 L12 N83'3 '24'E 248.84' L12 N83'33'15'E 248.63' L13 7 L13 S22'51'54"E 68.24' L14 N1930'33N' 114.79' L14 N16'3124 114.87' L75 L15 3' B'52'E N73'2845 E 89. ' 289.2 289.39' ID OUT OF THE ACT NUMBER 178 AND ABSTRACT NUMBER 608; DUNTY. TEXAS )F LAND CONVEYED AS (W06527o6.3) A-io BASELINE LAND SURVEYORS, INC PBOFEA7CIUL U W0 51/RVEI7NG SERV![E3 Amam�vaxnar.>:.urslar, rtx+sms. umlmaawnmulm mrm, siamsm F4C mam7.sr0 SHEET 10 of 10 Shadow Canyon City of Georgetown, Texas Planned Unit Development (PUD) Development Plan January 25, 2016 Revised: March 21, 2016 Revised: April 27, 2016 Revised: May 9, 2016 Applicant: 278 Georgetown, Inc. 4408 Spicewood Springs Road Austin, Tx 78759 Prepared by: SEC Planning 4201 W. Parmer Lane Building A, Suite 220 Austin, Tx 78727 Exhibit A to PUD Ordinance Development Plan Shadow Canyon Planned Unit Development (the "PUD") A. Purpose and Intent The boundaries of the PUD are the 278.21 acres described in Exhibit B (Field Notes) (the "Property"), attached to the PUD Ordinance. The development of the Property is as a high quality, residential community with a variety of lot sizes and preserved open space. The contents of this Development Plan explain and illustrate the overall appearance and function desired for the Property. B. Ammlicability and Base Zoning The development of the Property shall comply with the version of the Georgetown Unified Development Code (UDC) in effect as of October 15, 2015, and other applicable provisions in the City's Code of Ordinances, except as modified within this Development Plan or the Exhibits attached to the PUD Ordinance. The base zoning district for the Property is RS — Residential Single Family All neighborhoods within the Property must comply with this Development Plan. If this Development Plan does not specifically address a development requirement, the Georgetown Unified Development Code shall apply. In the event of a conflict between this Development Plan and the base zoning district, this Development Plan shall control. �kMW M. WM Exhibit C attached to the PUD Ordinance for the Property is a Concept Plan for the Property. Because the Property comprises a significant area and its development will occur in phases over a number of years, modifications to the Concept Plan may become desirable due to changes in market conditions or other factors. The Property owner may request modifications to the Concept Plan. Modifications of the Concept Plan pertaining to (a) roadway and trail alignments; (b) changes in the density of specific sections or phases shown on the Concept Plan that do not increase the overall density of development on the Land, and (c) changes of less than twenty percent (20%) in the size of any section or phase shown on the Concept Plan, shall be considered "Minor Modifications" over which the City's Planning Director has final review and decision-making authority. In addition, the City may request modifications to the Concept Plan relating to roadway and trail alignments if necessary to due to topography, Shadow Canyon - Planned Unit Development Page 1 of 29 terrain, floodplains and floodways, alignment with connections to adjoining portions of roadways, trails, or utilities on adjacent properties, and similar situations, all of which shall be considered Minor Modifications over which the City's Planning Director has final review and decision-making authority. All other changes to the Concept Plan that are not Minor Modifications shall be considered "Major Modifications." Major Modifications to the Concept Plan must be approved as an amendment to this Development Plan, PUD Ordinance, and Consent Agreement pertaining to creation of a municipal utility district on the Property by the City Council. After approval by the City in accordance with these requirements, all Minor Modifications and Major Modifications to the Concept Plan shall be recorded by the City at the Property owner's expense in the Official Records of Williamson County, and thereafter, all references in this Development Plan to the Concept Plan shall mean and refer to the then most current approved and recorded Concept Plan. Minor Modifications to the Concept Plan allowed by this Development Plan shall not be deemed to be changes to the Project under Chapter 245 of the Texas Local Government Code. All Major Modifications to the Concept 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 agrees otherwise. Approval of this Development Plan does not constitute plat or site plan approval, and all development related approvals required by the UDC are still required. D. Allowable / Prohibited Uses The residential component of uses on the Property must include a mix of various single family detached products, together with a cohesive network of open spaces, parks, habitat and karst preserves, greenbelts, water quality areas, trails, and a resident's amenity center. The uses within the Property shall comply with the list of allowed and prohibited uses defined in the Georgetown UDC, Chapter 5 Zoning Use Regulations, except that single- family attached products are not permitted. E. Residential Development Standards The residential areas on the Property shall be developed according to the following standards as well as the standards listed in Table E.1 below. The following unit count parameters and design standards have been established: 1. Maximum Number of Residential Units: The residential unit count on the Property shall not exceed 600 units. Lot Width: The minimum lot width shall be 45 feet. Shadow Canyon - Planned Unit Development Page 2 of 29 In order to ensure product diversity, the following percentages shall apply to the Property: ■ A maximum of 20% of the total lots may have lot widths less than 50 feet • A minimum of 30% of the total lots shall have lot widths of 60 feet or larger 2. Masonry Requirements: At least 85% of the exterior surface area of all front elevations, all street facing elevations, and all elevations facing public parkland shall consist of brick, stone or stucco (exclusive of windows, doors or other openings). The side and rear elevations not facing a public right-of-way shall consist of at least 85% brick, stone or stucco on the first floor (exclusive of windows, doors or other openings) and brick, stone, stucco or cement based siding on the second floor. Homes that back onto or are adjacent to Road 1 or Road 2 on Exhibit C to the PUD Ordinance shall consist of 85% brick, stone or stucco on all four elevations (exclusive of windows, doors or other openings). 3. Front Facade Requirements: The front elevation of all homes shall contain wall plane articulation. No elevations shall be a single wall plane across the entire width of the front elevation. Each front elevation shall contain a minimum of two of the following elements, to be identified on the architectural plans submitted for building permit: • A minimum of two wall planes on the front elevation, offset a minimum of 18 inches • Covered front porch or patio with a minimum size of 60 square feet • A side -entry or swing -in garage entry (for garage doors that do not face the front street) • A garage door recessed from the primary front fagade a minimum of four feet (for garage doors that face the front street) • Enhanced garage door materials (wood, ornamental metal, decorative door, window inserts and hardware, painted or stained to match house) • Shed roof or trellis (at least 18" deep) above garage door for additional architectural detail • A combination of at least two roof types (e.g., hip and gable) or two different roof planes of varying height and/or direction • Two or more masonry finishes to compliment the architectural style of the home • The addition of one or more dormers on the front elevation to compliment the architectural style of the home 4. Driveways: Residential driveways on comer lots shall be spaced a minimum of 60 feet from Road 1 and Road 2 shown on Exhibit C to the PUD Ordinance and 50 feet from a local street, both as measured from the back of curb to the center of the driveway. Shadow Canyon -Planned Unit Development Page 3 of 29 Residential driveways are not allowed on Road 1 or Road 2 shown on Exhibit C to the PUD Ordinance. Road 3 may have driveways spaced as needed to accommodate the lots fronting onto Road 3. 5. Additional Development Standards: The following additional development standards set forth in Table E-1, below, shall apply to the Property. Setbacks shall be measured from the outside of the exterior surface of the home. Eaves and overhangs are permitted to encroach within the setbacks a maximum of 18 inches. Table EA—Development Standards Shadow Canyon - Planned Unit Development Page 4 of 29 RESIDENTIAL USES Base District RS Lot Width Minimum 45 ft. Exception: Minimum for Comer 50 ft Lots Exception: Minimum for Lots with 55 feet side lot lines on Road I or Road 2 Front Setback Minimum 20 ft. Exception: Minimum for air- conditioned living areas, covered patios or porches or side entry or swing in garages, IF adequate area 15 ft is maintained for planting required front yard landscaping trees outside of the 10 foot PUE Side Setback Minimum 5 ft. Exception: Minimum for side loft setback adjacent to a street Shadow Canyon - Planned Unit Development Page 4 of 29 Exception: Minimum for garage 20 ft. accessed from a side street Rear Setback Minimum 10 ft. Exception: Minimum for a lot that backs to the collector roads labeled 15 ft Road 1 or Road 2 Building Height 35 R. (maximum) Lot Area 5,500 s.f. (minimum) Impervious Cover Overall Property Maximum (excluding u 45/o the Major Collector) Individual Residential Lot Up to 60%, provided that 45% overall maximum is not exceeded'. The Final Plat for each phase of development must call out in either a plat note or a table the specific impervious cover maximum allocated for the lots within the plat. F. Parkland/Trails/Open Space/Amenity Center As illustrated on Exhibit D to the PUD Ordinance, Open Space Summary, the Concept Plan requires at least 22 acres of public parkland/open space to be located along the South San Gabriel River, and for a public trail (the San Gabriel River Trail) to be located in the parkland. This 22 acre public parkland and associated San Gabriel River Trail, will, when dedicated and constructed, fully satisfy the City's parkland dedication requirements for the Property. The entirety of the 22 acres of parkland shall be dedicated to the City by special warranty deed, along with public right-of-way, no later than the recording of the first Final Plat for any portion of the Property containing residential lots. In addition to the foregoing public parkland dedication, approximately 83 additional acres of open space area and habitat/karst buffer area must be maintained on the Property, consisting of wildlife habitat, karst buffers, slopes, landscape buffers and drainage areas. A private, three (3) acre amenity center for residents of the Property must be provided in close proximity to the dedicated public parkland along the river. The private amenity center may contain a private residents -only swimming pool, pool building, playground, and trails. The parking lot shall be apublic parking lot and must also serve as a trailhead Shadow Canyon - Planned Unit Development Page 5 of 29 parking lot for visitors to access the San Gabriel River Trail. The San Gabriel River Trail Property shall meet the following specifications: The trail shall be approximately 5,266 linear feet in length constructed along the entire length of the South San Gabriel River as it traverses the Property, be ten foot (10)' wide, and be made of concrete. It must be located within the dedicated parkland or the open space in the general location shown on Exhibit D to the PUD Ordinance. The trail and trailheads within the Property shall be registered with the Texas Department of Licensing and Regulation (TDLR) and designed and constructed to meet the requirements of the Texas Accessibility Standards (TAS). If topographic constraints restrict any area along the river, the trail shall be routed internally, as necessary, and in coordination with the Parks Department. The trail shall be constructed on the earlier of: (a) Prior to final acceptance of any lot in Parcel 2, 6 or 7 shown on Exhibit D to the PUD Ordinance, however the trail may be completed in up to two (2) phased segments, as illustrated on Exhibit D; or (b) 180 days after the City provides written notice via the means stated in the Consent Agreement stating that design or construction of any adjacent section of the trail (on property east or west of the Property) has commenced. Final acceptance of any lot shall be defined as final acceptance of the subdivision improvements serving any part parcel 2, 6, or 7 shown on exhibit D. Should fiscal be posted to allow the recordation of the subdivision plat for one of the above mentioned parcels, the posted fiscal instrument shall not be released until the trail is complete. Additionally, pedestrian connectivity must be provided throughout the Property as follows: • Trailheads with signage at key pedestrian access points to the community trail system, as indicated on Exhibit D to the PUD Ordinance. • A pedestrian connection linking Parcel 2 with Parcel 6. • Site sensitive, mulch or decomposed granite nature trails within the central ravine as indicated on Exhibit D to the PUD Ordinance. • 8 -foot and 5 -foot wide sidewalks along Road 2 (as described in Section G below shown on Exhibit G to the PUD Ordinance). All facilities utilized as "credit" toward the City's parkland dedication requirements shall be open to the public. All developer installed facilities as well as open space areas shall be maintained by a Property Owners Association to the same or better standards as the City's standards for similar improvements and areas. G. Street Design Roadway circulation and right of way classification must be consistent with the Concept Plan attached as Exhibit C to the PUD Ordinance. Roadway design standards Page 6 of 29 shall be governed by the Georgetown UDC, Section 12.03, Streets, unless specifically modified by this Development Plan. The primary entry to the Property is via a Residential Collector from Highway 29 on the northern edge of the Property (shown as "Road 1" on Exhibit C to the PUD Ordinance). Road 1 shall be a 65' wide Residential Collector right of way with 30' of pavement measured face of curb to face of curb with no parking on either side of the road. A landscape median may be allowed at the intersection with Highway 29, pending design approval. Exhibit F to the PUD Ordinance depicts the proposed design of Road 1. A masonry wall must be installed between the roadway and any homes that back or side onto Road 1. Road 1 intersects with an internal Major Collector (shown as "Road 2" on Exhibit C to the PUD Ordinance). Road 2 shall be a 73' wide right of way with ultimate plans for 45' of pavement, measured face of curb to face of curb. The ultimate design and construction of Road 2 shall be in compliance with the Traffic Impact Analysis (TIA). Should the TIA find that two (2) lanes of the ultimate four (4) lanes of Road 2 must be constructed with 30' of pavement face of curb to face of curb, the standards and specifications set forth in Exhibit G to the PUD Ordinance shall be followed. Additionally, an eight (8) -foot wide sidewalk must be constructed on one side of Road 2 with a five (5) foot wide sidewalk on the other in the event that only 2 lanes are constructed. 65 feet of right of way for Road 1 and 73 feet of right of way for Road 2 shall be dedicated to the City, free and clear of all liens and encumbrances, at the time of final plat. Road 2 must be stubbed out at the Property line for a future connection to the tract west of the Property and shall continue to the south property line at the South San Gabriel River. No parking or residential driveways shall be allowed on Road 2. A masonry wall must be installed between the roadway and any homes that back or side onto Road 2. Internal Local Streets within the Property shall be designed and constructed having a 50' wide right of way with 28' width of pavement measured from face of curb to face of curb. On -street parking shall be restricted to one side of the street with bump -outs at the intersections on the street side with parking. Signs must be placed on the non - parking side of the street at each end of a block and one in the middle of the block stating that parking is restricted to one (1) side of the street. The final sign language and locations must be mutually agreed to by the City's Planning Director and Applicant prior to installation, and shall be consistent with the sign design and content specified in the 2012 IFC Section D103.6. Exhibit E to the PUD Ordinance depicts the approved design of Internal Local Streets Street Connectivity: A minimum of six (6) access points to adjacent properties or existing or planned roadways shall be provided and shall be in the locations generally Page 7 of 29 depicted in Exhibit C to the PUD Ordinance. Additionally, at least two (2) of the six (6) access points must be completed prior to the submission of a final plat application for a plat having the 31' residential lot on the Property. One of these access points must be a permanent roadway meeting the standards referenced above and in Exhibit E to the PUD Ordinance for internal local streets; the second of these access points may be a temporary 26 -foot emergency all-weather access drive until an alternate permanent second access point is constructed. Block Length: Block lengths of up to 3,000 feet or 60 lots are allowed along any open space, parkland, habitat/karst buffer or where any natural barriers exist as shown on Exhibit C to the PUD Ordinance. Landscape Islands: Trees and vegetation shall be planted in medians in public right- of-ways. A Property Owners Association must be responsible for landscape maintenance and irrigation within landscape lots and rights of way. Landscape within the right-of-way shall require a license agreement with the City. Shade trees are not allowed within a public utility easement or within ten (10) feet of water or wastewater lines. H. Tree Protection and Mitigation Approximately 35% of the entire project acreage must be preserved as open space, including preservation of the Heritage Trees located within the open space preserves (see Exhibit D to the PUD Ordinance). The heavily wooded open space preserves must be maintained in their native, undisturbed condition with the exception of the following: • Water Quality facilities as necessary to serve the Property • Trails and trail heads • Underbrush or remove invasive vegetative species or brush and/or mitigate any health/safety issues Due to the restricted amount of unconstrained, upland property, removal of certain Heritage Trees in the developable uplands may be unavoidable. As such, the following Heritage Tree Removal and Pruning standards shall apply: • A Tree Preservation Plan, including a survey of all Heritage Trees, must be provided with all final plat applications and must indicate all Heritage Trees to be preserved and those Heritage Trees which may not be able to be preserved. A tree mitigation table must be provided on the Tree Preservation Plan to illustrate the mitigation requirements based on the number of inches to be removed. The mitigation table format and content shall be consistent with the UDC Development Manual. • Applicant shall remove a maximum of 45 Heritage Trees, approximately 25% of the 176 total Heritage Trees surveyed on the property. Any removal of a Heritage Tree beyond the 45 trees allowed for removal will require approval from the City's Urban Forester. Page 8 of 29 Any Heritage Tree that is removed shall be mitigated in a method as outlined in UDC 8.02.040 in place at the time of the City Council's approval of the PUD Ordinance (attached as Exhibit H to the PUD Ordinance). The City's Urban Forester shall approve all permits for the removal or pruning of any Heritage Tree up to the maximum 45 total trees. Heritage Tree removal permits for a maximum of 45 trees will be submitted for the sole purpose of documenting mitigation for the removed caliper inches and not require justification for the removal or evaluation of tree condition. I. Residential Landscaping Residential landscaping shall be in accordance with UDC Section 8.03 and the City's Water Conservation Ordinance codified in Chapter 13.15 of the City Code of Ordinances. J. Environmental A Section 10(a)(1)(B) incidental take permit from the United States Fish and Wildlife Service currently applies to the Property. The approved Section 10(a)(1)(B) permit supersedes the Georgetown Water Quality Management Plan and Appendix A, Federal Environmental Standards for Occupied Sites, as included in the Georgetown UDC. Eighty-five percent (85%) of total suspended solids for the entire Property must be removed from storm water run-off through water quality control best management practices. IC Siu_naee Exhibit H to the PUD Ordinance illustrates the location of signage within the Property. General These size modifications shall replace the size restrictions described in Chapter 10 of the Unified Development Code. Signage shall not be located in the sight -triangle of an intersection. Subdivision Entry Signs A Primary subdivision entry monument sign shall be located along Highway 29 at the Residential Collector road intersection, as illustrated on Exhibit H to the PUD Ordinance. The sign shall either be located in a sign easement or be located on a separate lot. The sign may be allowed off-site within the Shadow Canyon Commercial Section 1 Final Plat recorded in Document 2008045660, subject to the approval of the property owner of the lot on which the signage will be placed as evidenced by a perpetual easement in favor of the Property Owners Association recorded in the Official Public Records of Williamson County. Page 9 of 29 The sign area including the base and sign face shall not exceed 280 square feet, or 8 feet in height and the sign face encompassing only the surface for the sign letters and logo shall not exceed 120 square feet. Surrounding architectural features such as towers and walls shall not count against the sign square footage and shall not exceed 25 feet in height. The signs shall be located a minimum of 20' from the right of way of Highway 29 and 10 feet from the residential collector entry road. A license to encroach will be required for any signage extending into a public utility easement. A minimum of 1,000 s.f. of landscape plant bed shall be provided around the 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, 5'h Edition, 2013, created by the Texas Cooperative Extension, Grow Green and the Ladybird Johnson National Wildflower Center. All signage as well as landscaping area shall be privately maintained by Property Owners Association. Residential Neighborhood Monument Signs Neighborhood signs may be located throughout the Property as noted on Exhibit H to the PUD Ordinance. The signs shall either be located in a sign easement or be located on a separate platted lot. Neighborhood signs shall not block sight distances nor be located in a public utility easement and shall be setback a minimum of 5 feet from adjacent rights of way. The sign area including the base and sign face shall not exceed 50 square feet, or 6 feet in height and the sign face encompassing only the surface for the sign letters and logo shall not exceed 25 square feet. A minimum of 100 square feet 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, 5'h Edition, 2013, created by the Texas Cooperative Extension, Grow Green and the Ladybird Johnson National Wildflower Center. All signage as well as landscaping area shall be privately maintained by a Property Owners Association. K. Miscellaneous Provisions Amendments. Except as otherwise provided herein, Amendments to this PUD shall follow the amendment process outlined in the UDC. Exhibits. All exhibits described herein and attached to the PUD Ordinance are fully incorporated into this Development Plan by this reference for all purposes. Page 10 of 29 Exhibit B to PUD Ordinance - Field Notes LandSurveyors, Inc. 8333 Crws ParrCOrmr Rostra, Te.*u 78754 9 istereGPirm #10015100 Office: 572.374.9722 Pax: S12.873-9743 METES AND BOUNDS DESCRIPTION Page I of 10 BEING 278.21 ACRES OF LAND OUT OP THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN WILLIAMSON COUNTY, TEXAS, AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 12" rebar found for the northernmost northeast comer of said 278.212 acre tract, being the northwest comer of a 10.550 acre tract of land conveyed to MGC Highway 29 Development, LLC by instrument of record in Document Number 2007014835 of the Official Public Records of Williamson County, Texas and also being in the south right-of-way line of State Highway Number 29 (R.O.W. varies); THENCE along the north line of the 278.212 acre tract and the west and south lines of said 10.550 acre tract the following four (4) courses: 1. South 04928'24" West (record: South 04°31'00" West), passing at a distance of 18.38 feet a 12" rebar found with plastic cap, which reads "G & R Surveying" and continuing for a total distance of 71.56 feet (record: 71.55 feet) to a 12" rebar found; 2. South 72046'33" East a'distanoe of 556:93 ket (record: "South 72°48'45" East a distance of 556.79 feet) to a 12" rebar set with plastic cap, which reads "Baseline, Inc.'; 3. South 79°18'22" East a distance of 70.58 feet (record: South 79°22'15" East a distance of 70.62 feet) to a 5/8" rebar found; 4. North 69°I6'34" East a distance of 197.69 feet (record: North 69°18'00" East a distance of 197.85 feet) to a 12" rebar set with plastic cap, which reads `Baseline. Inc." for the easternmost northeast comer of the 278.212 acre tract; THENCE South 25058'40" East (record: South 26°0115" East), along the east line of the 278.212 acre tract and continuing along the south line of the 10.550 acre tract a distance of 51.58 fed (record: 51.61 feet) to a 12" rebar set with plastic cap, which reads "Baseline, Inc." for an angle point in the south line of the 10.550 acre tract and being the northwest comer of a 291.09 acre tract of land conveyed to JudyDean Wolf Hindelang, Susan Jane Wolf Robertson, Jay Leon Wolf, Jr. and Iva Wolf McLachlan by instrument of record in Document Number 2009090679 of the Official Public Records of Williamson County, Texas and known therein as `Tract Five - Parcel Three; Page 11 of 29 Page 2 of 10 THENCE along the east line of the 278.212 acre tract and the west line of said 291.09 acre tract the following eight (8) courses: I. South 21°08'52" East a distance of 692.23 feet (record: South 2100915" Best a distance of 692.23 feet) to a 12"rebor found; 2. South 21015'01" Fast a distance of 393.09 feet (record: South 21017'00" East a distance of 393.19 feet) to a 12 rebar found with cap, stamped "Pape Dawson'; 3, South 24059'27" Fast a distance of 88.15 feet (record: South 24058'15" Bast a distance of 88.21 feet) to a 12" rebar found; 4. South 19038'10" East a distance of 207.78 feet (record: South 19039'00" East a distance of 207.78 feet) to a 12" rebar found; 5. South 2105711" East a distance of 450.41 feet (record: South 21058'45" East a distance of 450.41 feet) to a 12" rebar found; 6. South 20055'39" Past a distance of 911.42 feet (record: South 20P56'15" East a distance of 911.34 feet) to a 12" rebar found; 7. South 21040'34" East a distance of 388.49 feet (record: South 21041'00" East a distance of 388A9 feet) to a 12" rebar found for the southeast comer of the 278212 acre trail, being the southwest comer of the 291.09 acre tract and being in the north line of a 457 acre tract of land conveyed to W.T. Guy by instrument of record in Volume 345, Page 460 of the Deed Records of Williamson County, Texas; THENCE South 49050'28" West (record: South 49049'00" West), crossing through said 457 acre [tact, along the called south line of the 278.212 acre tract, passing at a distance of 215.95 feet (record: 215.93 feet) a 12" rebar found with cap, stamped "RPJ,S 5784 on the edge of a bluff and continuing for a total distance of 295.28 feet (record: 295,15 feet) to a calculated point in the west line of the 457 acro tract, being the north lino of a 1048.20 acre tract of land conveyed to A.C. Weir and Esther Weir by instrument of record in Volume 522, Page 451 of the Deed Records of Williamson County, Texas and designated as "First Tract" therein and being the approximate centerline of the San Gabriel River, THENCF. North 81057'47' West (record: North 81059'00" West), along the called south line of the 278.212 acre tract, the west line of the 457 acre-t'ratx, the east line of said 1048.20 acre tract and the approximate centerline of the San Gabriel River, passing at a distance of 195.03 feet a calculated point at the approximate intersection of the centerline of the San Gabriel River with the south line of the Isaac Donagan Survey, Abstract Number 178, being the north line of the Joseph Thompson Survey, Abstract Number 608 and being the northwest comer of the 457 acre tract and coubnuing along the called south line of the 278.212 acre tract, the north line of the 1048.20 acre tract and the approximate centerline of the San Gabriel River for a total distance of 645.06 feet (record: 644.97 feet) to a calculated point; THENCE along the south line of the 278.12 acre tract, the north line of the 1048.20 acre tract and the approximate centerline of the San Gabriel River the following six (6) courses: 1. South 55006'29" West a distance of 519.75 feet (record: South 55005'15" West a distance of 519.75 feet) to acalculated point; ruse 4 of 10 9. NoMOrll'WW=Hdiewmeaf320.09feol(I M:NwhOP)l'lS'Waendismneeof 319.98 rw)lo a m" ¢bar fwmJ wbh illWble uo: Page 3 of 10 2. South 23°01'29" West a distance of 1534.01 feet (record: South 23000'15" West a distance of 1534.01 feet) to a calculated point; 3. South 69008'29" West a distance of 326.36 feet (record: South 69007'15" West a distance of 326.36 feet) to a calculated point; 4- South 85042'29" West a distance of 621.76 feet (record; South 85941'] 5" West a distance of 621.76 feet) to a calculated point; S. South 57°11'29" West a distance of 268.60 feet (record: South 57910'15" West a distance of 268.60 feet) to a calculated point; 6. South 70°04'29" west a distance of 755.32 feet (record: South 70°03'15" West a distance of 755.32 feet) to a calculated point for the northwest comer of the 1048?0 acre tract and being the northeast comer of a 190.40 acre tract of land conveyed to Texas Crushed Stone Company by instrument of record in Volume 743, Page 47 of dre Deed Records of Williamson County, Texas; THENCE South 75049'12" West (record: South 75948'I5" West), along the south line of the 278.212 acre tract, the north line of said 190.40 acre tract and the approximate centerline of the San Gabriel River a distance of 116.10 feel (record: 1 ]6.10 feet) to a calculated point for the southwest comer of the 278.212 acre tract and being the southeast comer of a 103.9327 acre tract of land conveyed to Elbert L. Brown and Beverly D. Brown by instrument of record in Volume 2189, Page 595 of the Official Records of Williamson County, Texas; THENCE along the west line of the 278.212 acre tray and the east line of said 103.9327 acre tract the following ten (10) courses: 1. North 01027'13" West a distance of 1,64238 feet (record: North 01028'15" West a distance of 1,642.61 feet) to a 12" rebar found; 2. North 84056'46" East a distance of 498.41 feel (record: North 84056'00" East a distance of 49838 feet) to a 12" rebar found; 3. North 09053'36" West a distance of 350.08 feet (record: North 09054'45" West a distance of 350.05 feet) to a 12" rebar found; 4. North 11018'3e West a distance of 383.88 feet (record! North I In 1'45" West a distance of 383.76 feet) to a 12" mbar found; S. North 04046'49" East a distance of 575.81 feet (record: North 04047'00" East a distance of 575.94 feet) to a 1/2" rebar found; 6. North 10012'10" Wed a distance of 192.13fed (record:North 10°1PIS" West a distance of 192.14 feet) to a nail found; 7. North 40°55'15" Bast a distance of 13.10 feet (record: North 40032'15" East a distance of 13.02 feet) to a nail found; 8. North 00017'06" East a distance of 343.70 feet (record: North 00915'45" East a distance of 343.66 feet) to a 12" rebar with plastic rap set which reads "BASELINE INC.'; Page 13 of 29 Page 4 of 10 9. North 02011'06" West a distance of 320.09 feet (record: North 0201 P15" West a distance of 319.98 feet) to a 12" rebar found with illegible cap; 10. North 01 054'34" West a distance of 174.14 feet (record: North 01 056'00" West a distance of 174.07 feet to a I2" rebar found for the northwest comer of the 278.212 acre tract, being the southwest comer of Shadow Canyon Commercial Section 3; a subdivision of record in Document Number 2014085365 of the Official Public Records of Williamson County, Texas; from which a 12" rebar found in the west line of said Shadow Canyon Commercial Section 3 and the east tine of the 103.9327 acre tract bears North 01 °54'34" West a distance of 1,049.31 feet (record: North 01°54'08" West a distance of 1,049.26 feet); THENCE along the north line of the 278.212 acre tract and the south and east lines of Shadow Canyon Commercial Section 3 the following 5 courses; I. North 83037'24" East a distance of 248.64 feet (record: North 83033.15" Fast a distance of 248.63 feet) to a I2" rebar found with cap, stamped "RPLS 5784" for a point of curvature; 2. Along a non-tangential curve to die right having a radius of 345.00 feet, (record: 345.00 feet) a length of 155.98 feet, (record: 156.12 feet) a delta angle of 25054'14" and a chord which bears North 64039'03" East a distance of 154.65 feet, (rreurd: North 64°42'00" East a distance of 154.79 feet) to a nail found; 3. North 77042'35" East a distance of 499.24 feet (record: North 77040'00" East a distance of 498.83 feet) to a 12" rebar found; 4. North 20°13'52" West a distance of 402.50 feet (record: North 20°14'00" West a distance of 402.27 feet) to a 12" rebar found with cap, stamped "RPLS 5784" for a point of curvature; 5. Along a tangential curve to the right having a radius of 150.00 feet, (record: 150.00 feet) a length of 235.69 feet, (record: 235.76 feet) a delta angle of 90°01'41" and a chord which bears North 22011'49" Fast a distance of 212.18 feet, (record: North 22°08'00" East a distance of 212.23 feet) to a 12" rebar found with cap, stumped "RPIS 5784" for an angle point in the east line of Shadow Canyon Commercial Section 3, being an angle point in the west line of Shadow Canyon Commercial Section 2; a subdivision of record in Document Number 2010086635 of the Official Public Records of Williamson County, Texas; THENCE along the north line of the 278212 acre tract and the south and east lines of said Shadow Canyon Commercial Section 2 the following four (4) courses: I. Continue along a tangential curve to the light, having a radius of 150.00 fat (record: 150.00 feet), a length of 235.41 fat (record: 235.67 feaX a delta angle of 89"55' I8" and a chord, which bears South 67048'02" Fast a distance of 211.99 feet (record: South 67°5VI 4" East a distance of 212.17 feet) to a I2" rebar found with cap, stamped "RPLS 5784" for a point of tangency; 2. South 22°59'1 T' East a distance of 68.03 feet (record: South 22°51'54" East a distance of 68.24 feet) to a 12" rebar found with cap, stamped "RPLS 5784" for a point of curvature; 3. Along a tangential curve to the right, having a radius of 797.62 feet (record: 797.62 fat), a length of 343.26 feet (record: 343.51 feet), a delta angle of24039'26" and a chord, which Page 14 of 29 Page 5 of 10 bears Soutb 37°I 1'42" Basta distance of 340.61 fat (record: South 37012'18" Gast a distance of 340.86 feel to a 12" rebar fi and with cap, stamped "CCC 4835",- 4. 835';4. North 09049'27" East (record: North 09045'08" East), passing at a distance of 654.97 feet (record: 655.00 feet) a calculated point for an angle point in the cast line of Shadow Canyon Commercial Section 2, being die south comer of Shadow Canyon Commercial Section 1; a subdivision of record in Document Number 2008045660 of the Official Public Records of Williamson County, Texas and passing at an additional distance of 72.93 feet a 12" rebar found with illegible plastic cap and continue another 2.15 feet for a distance of 75.06 fact (record: 75.06 feet) from said south comer of Shadow Canyon Commercial Section I for an overall distance of 730.04 feet (record: 730.06 feet) to a 12" rebar set with plastic cap, which reads "Baseline, Inc." for a point of curvature; THENCE along the north line of the 278.212 acre tract and the east line of said shadow Canyon Commercial Section I the following two (2) courses: 1. Along a tangential curve to the left, having a. radius of 567.50 feet (record: 567.50 feet), a leng0t of 260.39 feet (record: 26039 feet), a delta angle of 26°17'21" (record: 26017'22'1 and a chord, which bearsNorth 03°21 "52" West a distance of 258.11 feet (record: North 03°22'43" West a distance of 258.11 feet) to a 12" rebarfound with illegible plastic cap for a point of tangency; 2. North 16°30'33" West a distance of 114.79 feet (record: North 16°31'24" West a distance of 114.87 feu) to a 12" mbar set with plastic cap, which reads "Baseline, Inc." for an angle point in the north fine of the 278.212 acre tract, being the northernmost northeast comer of Shadow Canyon Commercial Section 1 and also being in the south right-of-way line of said State Highway Number 29; THENCE North 73029'52" Fast (record: North 73°28'45" East), along the north line of the 278.212 acre tract and the south right -of --way line of State Highway Number 29 a distance of 289.31 feet (record: 289.39 feet) to the POINT OF BEGINNING. This tract contains 278.21 sores of land, mon or less, out of the Isaac Donagan Survey, Abstract Number 178 and the Joseph Thompson Survey, Abstract Number 508 in Williamson County. Texas. Bearing Basis: Texas State Plane Coordinates, Central Zone, NAD.83\96CORS. f�v'L . kla0.1//5 Ronnie Wallace Date ' Registered Professional Land Surveyor State of Texas No, 5222 Pile: S:\Projects%Shadow Canyon\Docs\Field Notes\13oundary 278 Ac.doc Page 15 of 29 'RP15 I I I 1 KIM 5784• OF S.H. 29 (R.O.W- VARIES) I I CANYON • 18.38' CANYON C k fl COMMERCIAL SORVM., SECTION I u i rr 9,, SHADOW CANYON COMMERCIAL SECTION 2 DOC. NO. 2010086635 rRPIS P.R.W.0.T. 5754• •CCC 4835• 278.21 AC. SEE DETAIL 278 GEORGETOWN INC. 278.212 AC. DOC, NO. 2014094143 O.P.R.W.C.T. DETAIL MCC HIGHWAY 29 DEVELOPMENT, LLC 10.550 AC. DOC. NO. 2007014835 O.P.R,W.C.T, ��°'DCOW.&flC DW 2., ' � 1 CAINON W. ssc,wN t � cletE DOC. N0. z5oeo45ceD Ary 1 V SEE SHEET 7 FOR LEGEND SEE SHEET 10 > FOR LINE do CURVE TABLES a 'PAPE a GRAPHIC SCALE 300 ,50 0 300 IN FEET _—__— MATCHLINE SHEET 6 MATCHLITE SHEET 7 OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 606; BOTH IN WILLIAMSON COUNTY, TEXAS AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF WrrTlAllvnm MTI TRYAC I'GUDY DEAN WOLF HINDELANG SUSAN JANE WOLF ROBERSON JAY LEON WOLF, JR. IVA WOLF MCLACHLAN 291.09 AC. "TRACT FIVE -PARCEL �THREE" DOC. NO. 2009090679 O.P.R.W.C.T. --- .:-Nnw-- BASELINE LAND SURVEYORS, INC. PRDA=ONAL LAND SURVMNGSERVIMS MM AIIY:ONI12 AUVW,, T 7VN REGISISPEDA1PMAlWmw pR�aIU24.9R2 F=5121A.9243 ,v'hise4,WSuu1Wi.,raom SHEET 6 of 10 Page 16 of 29 1 i a In 1 cp mlm 3:2: rm*llm �1--I 001 114 1 I 30U 150 0 IN FEET OFFISH OONAGAN lKqE SOUTH SURVEY ABSTRACT NUMBER 177a APPRO%IMATE NCRTN UNE VEY� OF JOS jSSTRA4TNNU�R GO / MATCHLINE SHEET 6 MATCHLINE SHEET 7 SEE SHEET 7 278 GEORGETOWN INC. FOR LEGEND 278.212 AC. SEE SHEET 10 DOC. NO, 2014094143 FOR LINE & CURVE TABLES O.P.R.W.C.T. • 278.21 AC. O 6TWIvill,f a 478 A NAIL FOUND A CALCULATED POINT GRAPHIC SCALE o1INE Of 300.1,ppR� OpslAo �g�9 A.C. WEIR & ESHER WEIR T �05'A5W 90` 555 ,p(hBl g 608 JUDY DEAN WOLF HINDELANG L, SUSAN JANE WOLF v ROBERSON JAY LEON WOLF, JR. "TRACT FIVE -PARCEL THREE" DOC. NO. 2009090679 O.P.R.W.C.T. INE OF 457 AC. 'L 345, PC, 460 D.R.W.C.T.--\.RP78 578 2 ;!�51s e l2 AX QPct. 0� BASIS OF BEARINGS: TEXAS STATE PLANE COORDINATES, CENTRAL ZONE, NAD 83/96 CORS SKETCH TO ACCOMPANY FIELD NOTES BASELINE LAND SURVEYORS, INC. OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROFMOW LNOSURVeWNG SERVICES TIM JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 808; mO164PAR1C0 AUNT T4f BOTH IN WILLIAMSON COUNTY, TEXAS �i100151w AND BEING THAT SAME TRACT OF LAND CONVEYED AS orsxt'. sj7 sm PAO tn.mgA 278.212 ACRES TO 278 GEORGETOWN. INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF SHEET 7 of 10 Page 17 of 29 A.C. WEIR & ESHER WEIR T p4 1048.20 AC. "FIRST TRACT' / VOL. 522, PAGE 451 D.R.W.C.T. • 1/2" IRON REBAR FOUND (NOTED, IF CAPPED) O 1/2" IRON REBAR SET WITH CAP: 'BASELINE, INC.' A NAIL FOUND A CALCULATED POINT R.O.W. RIGHT OF WAY D.R.W.C.T. DEED RECORDS WILLIAMSON COUNTY, TEXAS O.P.R.W.C.T. OFFICIAL PUBLIC RECORDS WILLIAMSON COUNTY, TEXAS O.R.W.C.T. OFFICIAL RECORDS WILUAMSON COUNTY, TEXAS ( ) RECORD INFO. DOC. N0, 2014094143 O.P.R.W.C.T. ( E RECORD INFORMATION -DOC. NO. 2002093325. O.P.R.W.C.T. [ ] RECORD INFORMATION -DOC. NO. 2008045680, O.P.R.W.C.T. [[ ]] RECORD INFORMATION -DOC. NO. 2010088835, O.P.R.W.C.T. RECORD INFORMATION—DOC. NO. 2014085365, O.P.R.W.C.T. 2 ;!�51s e l2 AX QPct. 0� BASIS OF BEARINGS: TEXAS STATE PLANE COORDINATES, CENTRAL ZONE, NAD 83/96 CORS SKETCH TO ACCOMPANY FIELD NOTES BASELINE LAND SURVEYORS, INC. OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROFMOW LNOSURVeWNG SERVICES TIM JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 808; mO164PAR1C0 AUNT T4f BOTH IN WILLIAMSON COUNTY, TEXAS �i100151w AND BEING THAT SAME TRACT OF LAND CONVEYED AS orsxt'. sj7 sm PAO tn.mgA 278.212 ACRES TO 278 GEORGETOWN. INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF SHEET 7 of 10 Page 17 of 29 ELBERT L. BROWN do BEVERLY D. BROWN 103.9327 AC. VOL. 2189, PG. 585 O.R.W.C.T. MATCHLINE SHEET 9 _____ t A CHLINE SHEET 8 278.21 AC. 278 GEORGETOWN INC. 278.212 AC. DOC. NO. 2014094143 O.P.R.W.C.T. ;'l MPRO%IMATE SOUTH LINE OF TSMC DOW -AN SU _ CV ABSONCI NUMBER 178 SURVEY AppRO%MATE NORTH LMETRACI OF JOSEPH THOMPSOH AgSNUMBER 808 y 1��4 6 0 8 TEXAS CRUSHED STONE COMPANY 190.40 AC. 0L. 743, PAGE 47 O.R.W.C.T. OF A.C. WEIR h ESTHER WEIR 1048.20 AC. 'FIRST TRACT" VOL. 522, PAGE 451 D.R.W.C.T. OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094149 OF THE OFFICIAL PUBLIC RECORDS OF 1 I 1 1 1 GRAPHIC SCALE =n- 300 300 IN FEET 1 SEE SHEEP 7 FOR LEGEND1, SEE SHEET 10 ohs 1 FOR LINE & CURVE TABLES xppnry 1 APPROXIMATE CENIERUNE OF -i OABRIEL RIVER" BASELINE LAND SURVEYORS, INC. PROFESMYAL LANG SURVWNG$ERV= amaeoaRwXuvlvEAtmns. sews sws, AcvrsLmmF�Anawuiro a�¢i sizrnsn� rAns�me.sm m,bemY,eleiofNrtmn SHEEF 8 o/ 10 Page 18 of 29 SEE SHEET FOR LEGEND S.H. 29 (R.O.W. VARIES) SEE SHEET 10 FOR LINE k CARVE TABLES 278 GEORGETOWN INC. 278.212 AC. DOC. NO. 2014094143 O.P.R.W.C.T. 'Rr•u (AI" xx FrIlM mim Colul I I 5194' SHEET 9_____ MATCH LINE SHADOW CANYON bT2TMrT5-lCO0WAffr FWD NOT= LAND SURVEYORS, INC OF 278.21 ACRES OF LAND OUT OF THE OF COMMERCIAL ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROFEWOWL LAND SURVEYING SERVICES THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; SECTION 3 BOTH IN WHILAMSON COUNTY, TEXAS RLblSIOIm RIINfla015laa N^7 DOC. NO. 278.212 ACRES TO 276 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014085365 2014094149 OF THE OFFICIAL PUBLIC RECORDS OF aenk.. laac M.e 9 of 10 a o O.P.R.W.C.T. C^ GRAPHIC SCALE 300 156 0 300 0� n� ry .,,I,NF,EoEETT 17 8 N77'42 LI2 35 1 5794' ([[99.24 4 8 a3']]) IDEGIM m0�1 ELBERT L. BROWN - BEVERLY D. BROWN 103.9327 AC. o Z. 278721 AC, VOL. 2189, PC. 585 O.R.W.C.T. 278 GEORGETOWN INC. 278.212 AC. DOC. NO. 2014094143 O.P.R.W.C.T. 'Rr•u (AI" xx FrIlM mim Colul I I 5194' Page 19 of 29 SHEET 9_____ MATCH LINE SHEET 8 bT2TMrT5-lCO0WAffr FWD NOT= LAND SURVEYORS, INC OF 278.21 ACRES OF LAND OUT OF THE OF ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROFEWOWL LAND SURVEYING SERVICES THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; anJ pI45PAixo A9 ,lax SIV54 BOTH IN WHILAMSON COUNTY, TEXAS RLblSIOIm RIINfla015laa AND BEING THAT SAME TRACT OF LAND CONVEYED AS anrE slzn�.sln Ra:sv.an.9>+a 278.212 ACRES TO 276 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER }11'1G0"' SHEE7 2014094149 OF THE OFFICIAL PUBLIC RECORDS OF aenk.. laac M.e 9 of 10 W111.TAUg0N MIINTV. TRTAR we: wnv,s cneeneor.Is. ua»,a:luw Page 19 of 29 ISAAC DON THE JOSEPH AND BEING THAT SAME TR 278.212 ACRES TO 278 LINE TABLE CURVE TABLE UNE BEARING CURVE RADIUS LENGTH DELTA I BEARING CHORD C1 .00' 155.96' 25'54' 4" 1 N 4'39'03"E 154.65' C7 345-00' 156.12' 197 N64'42'00"E 154.70' 102 150.00' 69' 9 0 '4 11' 9"E 212. LLLC2111 150.00' 235.76' 393.09' N 06'00"E 12.23' 1,3 50.00' 235.41' 6'55'78" S6T 211.99' 11 C311 150,00' .67' 6 5 ' 7' C4 7. S75'49'1 2"W 116.10' 1'42"E 34Q.6 I' C4 797.62' 343.51' 8" 340.86' C5567.50' L10 261,11' 26'17'21" 03' 6. ' CS L7101.54'34 260,39' _ 26171VY 3 5 .11' ISAAC DON THE JOSEPH AND BEING THAT SAME TR 278.212 ACRES TO 278 NUMBER 178 AND ?ACT NUMBER 808; IF LAND CONVEYED AS RGETOWN, INC. BY DOCUMENT NUMBER PUBLIC RECORDS OF BASELINE LAND SURVEYORS, INC. PROFESSIONAL LANO 5URM7NG SERMES LRQSSP46Rd AU5f1M, iE7A$)6151 6Eftl7EA60 FM COMM [6MfE SIE.N4.m2 m. 5lzm.T49 mteexmno+urancwn Page 20 of 29 SHEE7 IV Of 10 LINE TABLE UNE BEARING LENGTH LI 04.28'2 "W 71.56' L7 I SO4'31'00"W 71.55- L2 9. 8'22"E 70.58' L2 S7W22'15"E 70.62- L3 N69' I 634E 197 3 N69'18'00"E 197.65' L4 S25'58'40"E 51.58' 4 S26'01'15"E 51.61' L5 S21' '01 393.09' LS S21'17'00"E 1393.19' LB 4'59'27 88.15' LB S24'58'1 5 E 88.21 L7 9'38' 0"E 21207.76' L7 S19'39'00'E 207.78' L8 S75'49'1 2"W 116.10' S75'48'1 5'W 16.10' L9 N 19.1' L9 N1Q71'15'W 192.14' L10 N4 55'15"E 13.ItY 0 N40'32'15'E 13.02' L7101.54'34 1 L7 NOf56'00"Y1 174.07 L12 N83'37'24'E 248.64' RUI-121 N833315"E 248.63' L13 9' 'E 3' L73 S22'51'54'E 68.24' L14 Ni6'30'33"W 114.79' L14 NI6'31'24"W 114.87' L15 73-29-52-E2 9.3 ' L75) N73'28 45'E 289.39' NUMBER 178 AND ?ACT NUMBER 808; IF LAND CONVEYED AS RGETOWN, INC. BY DOCUMENT NUMBER PUBLIC RECORDS OF BASELINE LAND SURVEYORS, INC. PROFESSIONAL LANO 5URM7NG SERMES LRQSSP46Rd AU5f1M, iE7A$)6151 6Eftl7EA60 FM COMM [6MfE SIE.N4.m2 m. 5lzm.T49 mteexmno+urancwn Page 20 of 29 SHEE7 IV Of 10 EXHIBIT C Page 21 of 29 29 \G\CNFT ACCESS TO ADJACENT PROPERTY PARCEL I RCSIDMAL RS 296Ac. ACCESS TO ADJ PROPERTY PARCEL] RMO MIAL-R9 7.1 AC. d 0 ACCESS TO ADJACENT PROPERTY PMCEL t MSIDE -R9 31AAC. PARCEL• R DMYM-R9 %AC. VACE .9 / PARCFL6 RESD)ENR.LL-RS _y 21.9 AC. }I✓P ACCESS TO ADJACENT PROPER —wTML PARCELS REs s 17.1 Ac. na nc. RESIDENTIAL LAND USE SUMMARY LOTTYPE ACRES IK04W W7S ORESIDENDAL Qq 1003 AC. PARCEL 7 RESIoE -RS iY a RESOMALTOTAL 16U AC. 610 unit as AC. AnlwlyC9T0a 34 AC. M4ffRw 9.1 AC. Cpm Spam' 343 AC. rte( Mt w'setDffm 49.1 AC. APPRO)pM1EFgdENOSPH11ABRAT9gRaMY RINCPtIidamlMoft 2211AG- ��JJ'-" Nom: TOTAL 2702AC. n Open space Includes greenbelts, easements and landscape buffers a is >w Imo S&., 1'=70V _ SBC EXHIBIT enj 278 GEORGETOGETO WN, INC. T%MniTLLC GECRGEfO.YN.TEMS snw�.niree,nnanw a..a �'+W r,r� m�wnivW. n�Nw,bwn� Page 21 of 29 C:1:111.1kac Page 22 of 29 074WPr2 9 ACCESS TO ADJACENT PROPERTY PA m I RE UMM-n5 _ 29.6AC. m lu o PA 3 ACCESS. TO RPaIo AL -R6 ADJ PROPERTY 7.1 AC. ,ef e ACCESS TO ADJACENT PROPERTY F PARCEL2 gE90EMIRL-RS 21.6pC. a liW WE6p PARCEL4 PE936.9nAAC:: SPAC7: � ]6.9 l �s a / - PAR 5 Re90ENTAL-RS 21.9AC, ACCESS TO ,y�L ADJACENT PROPERT `,tomNL TRA pmC 6 RESInS :1AC. 13.2AC. PARKAND OPEN SPACE SUMMARY Arw4Oanbr UAe Tralheai EL7 d 0 � MJCM1NaWm Tmb PE6PPAR L RS e e 262AC. DaDE) 19 Cm=be hal a mpwef 4Y� �� d m03ialn rtporenaa n Pem 6 v I, r�AkA� rem s NN 7D CmoAaTral tLi+J+"'lY gyred bae MlCw8ck�Iawrad2S1dnlnpurorobnPaMai mM 0 5122 0000 8' TN9Cdpa6m cdon Pudk PaAdantl Oer&a6an 220 AC. O ® -DAC 0 Open Spas' 34.3AC. _ Natlh9%aNSurem 49.1 AC. NGb6: 'Open W. [W.&. Janda .wea, g..n t4 aeaemade antl buSem o ]s9 mo law sm..: t• -m9 SEC�panni�, LLC E D rvoalx W. �mlu r-_ 278 GEORGETOWN, INC. GEOaGEiOwn.TEwS :�°P',d ��r rremna+nmmny rm nw Page 22 of 29 EXHIBIT E SPPoot ; Pdvala flopedy Sld lk SidavwR t 5' SS' k e wm. _ • 7a icee ' I� ulkllb+ IP QabaM Guhn Reband GtMer 1G' Gw Wakr Sbtm �. . Sewn vnaH Internal Local Street No Pwki. on ane side. Twentyeghtfret o(pavemenl. Detached sitlewalks. Page 23 of 29 EXHIBIT F 65 foot molk ♦ Si .k 5' S' M YalAo Ione I imMa Lane 1-j" IXIIIObf a 30 Feat e 'ae Cab and Gulla Cab and GWter 10" Gaf Woia Stam Wafts l Sexy wal. Residential Collector (Road Residential Collector (Road 1) Alternate Design No Parking on either side. Thirty feet of pavement. Detached sidewalks. Landscape on ROW will require license agreement with City. Private Properly Page 24 of 29 RNWe P, p N EXHIBIT G BXHIBITG Major Collector (Road #2) r3r t RNole R.N i Alternate Design No Parking on Either side. Thirty feet of pavement. Two future travel lanes, with ultimate pavement width of 45 feet. Five foot and eight foot detached sidewalks. Landscape In ROW will require a license agreement NNW. Robert 4, l t t Katlic D.ft Ratllc RdOic arc 9aee Sem` Ramc P� Lane --IW10111—♦ 30 aormL ♦` � cubmeGuna CUDaMGYIr w� RNole R.N i Alternate Design No Parking on Either side. Thirty feet of pavement. Two future travel lanes, with ultimate pavement width of 45 feet. Five foot and eight foot detached sidewalks. Landscape In ROW will require a license agreement NNW. Robert 4, l t t Katlic D.ft Ratllc RdOic Lane I Lane I lane I Lane Cub and GU. Cwba GWILe G S Walu Slum Wozle Sewer woln Standard Design In the event four lanes are required by TIA Page 25 of 29 EXHIBIT H Page 26 of 29 Ar ACCESS TO ® ADJACENT PROPERTY PRIW"9.EOMAON EN1RY AGN ryOGTEOIN SIGNFAS¢EllD PARc¢t flES1OENTN.-fly 19.6 AC. PAR 3 ACCESS TO s1QE7R1AL'RS J J PROPERTY s ACCESS TO ' ...R ADJACENT PROPERTY PARCEL 2 `RESIDE LNEI IQENML-RG MONwM GIGNG 21.6 AC. PARA] < R DENML-RS OPEN 369AC. SPACE L 31 mil.„= / PARCM5 RESDENnAL-RS 11.9 AC. ACCESS TO ADJACENT PROPER AMEN” '�CENTEtf. _1Q lMIL RE61DENnAL-fl6 132AC 131AC. r Y� f PARCEL7 mICENnA1.R5 110 163AC. SIGNAGELEGEND �M PRIMARY SUBDIVISION ENTRY SIGN p Freestanding AonumeM Sign * RESIDENTIAL NEIGHBORHOOD MONUMENT SIGNS Freestanding Monument Sign as W w m sml.: 1 -mo LLC EXHIBIT H oa7N 11. �SE�%%anni�, m...wi:oPd '....c 278GEORGETOETOVUN,INC. �-'M� GEMGEftl TEMS gyp. � �c�mwi� craw � wvr wpii'e a nuo. Page 26 of 29 Williamson County Municipal Utility District No. 34 Riverview Developarem (forinerly called Shadow Canyon) Final Finance Plan May 10, 2016 Proected Assessed Valuation Acroaee Secd.1 24.89 S Section 2 42.78 Section 3 27.40 Seed.4 2433 Seniors 5 25.73 Section6 20.13 Total 165.26 Estimated Construction Costs 100% Developerlleare Number of Water S 2,812,500 Wanesvoter 4,845,000 Drainage 4,522,875 Road District No.1 670,100 Road District No.2 627,940 S 13,479,415 SubrotalDeveloperltem Contia,ucin(10%) 1,347,842 Engincering(15%) 2.021,762 5 16,948,019 Told Developer Item Dkofer it. 98 Capild Recovery Fen (Impact Fes) 308.000 Water (591 Connectiont@$5,139/1,1JE) S 3.037,149 Wasmwder(591 Connections®52,99?/LUE) 1,771,227 Wmmwater-South Fork (591 Connections ®$4,45VLUE) 2,631,132 Water Quality Ponds (24 acres Q S36,500/acre) 876.000 S vis.508 Total District Rem Total Construction Costs S 25,163¢27 Nomonlrae lon Cotte 27,720,000 Environmental Mitigation S 3,000,000 City Conldbutions 1,500,000 Developer Interest 1,850,000 Creation Costs 200,000 S 6,550,000 Total Nonconslrucllon Casts Tdel Esti®led District Costs S 31713,527 Type Dev S 227,535,000 Single Family Projected Ultinde Assessed Value S 227,535,000 Bond ssues 2018 2019 Number of Road laue Developer House [gt Tal Lots jg(yS 308,000 S 77,000 S 385,000 89 S 34,265,000 308,000 77,000 385,000 153 58,905,000 308,000 77,000 385,000 98 37,730,000 308.000 77,000 385,000 87 33,495,000 308,000 77.000 385,000 92 35,420,000 308;000 77,000 385,000 72 27,720,000 591 S 227.535,000 Type Dev S 227,535,000 Single Family Projected Ultinde Assessed Value S 227,535,000 Bond ssues 2018 2019 2020 Road laue Developer S - S Year Sae Reimbousunnl 2018 S 5,550,000 S 4,738,750 0.6605 0.3214 2019 4,075,000 3,460,663 OA163 2020 4,000,000 3,190,137 0.4795 2021 6,300,000 5,415,937 8 19,925,000 S 17,005,487 1.1000 S 1.1000 Taxes Debt Servicc Mairnenence & Operetian CityofGeorgetoxn 2017 2018 2019 2020 2021 S - S 0.3391 5 0.9683 S 0.5737 S 0.6492 0.6605 0.3214 0.1922 0.1368 OA163 0.4395 0.4395 0.4795 0.4395 0.1395 5 I.10o0 8 1.1000 S 1.1000 8 1.1000 S 1.1000 Total MAlir Fivnre Gru„p ia,prcA,btfeM1eflloxin8 -d,.suka lLmy sM Oa,Owlh, uimng Lfhm1 nD sell vlWd rsees wall hvmw ovupmlhd Av ale lk,rbyer. ondR,Alle Firwnee GmuymNa rto wnmrtex/hallAeproperryxi,M1in lAe a4Melxill be &,eloped NIM mave�r NereN As ihd nlegevisdir Plea a.m.l6l I PUBLIC FINANCE t :ROLT"' V V M C➢ W O � a a a ry 0 L rn � V a e � o ^o J N z N M M N N N N N N 0000ao�� oo�o���� N N N N N N N H N cmo�00000 r a1po�000 � a d o d i � G O C O G O C O C O C O y G C G G C G a L Y 0 F e n y O O c U F rl y E 0 x V V M C➢ W O � a a a ry 0 L rn � V a e � o ^o J N z N Williamson County Municipal Utility District No. 34 Projection of Assessed Valuation Projected 2017 Assessed Valuation 165.26 (aj 515,000/acre S 2,478,900 cumulative 16 homes Plus: 16 Homes ® 308,000 /[louse Section I 5 4,928,000 0 0 If... ® 308,000 /[tome Sation 2 - 14 14 He.. ® 309,000 /home Section 4}121000 0 0 If.. ® 308,000 /House, Section 4 - 0 0 hour. ® 308,000 /boas, Section 5 - 0 0 Houses of 308,000 /House Section 6 30 30 9,240,000 89 lots Plus: 89 Loll ® 77,000 /Lot Section 6,853,000 0 0 Lots to 77,000 /I.ol Seelmn2 - 99 9a Las se 77,000 /I.o[ Scesian3 7,546,000 p a Lau 0a 77,000 /Lal Section - 0 a Lms 48 77,000 /Lot section 5 - 0 0 Lau ® 77,000 /Lot Section 187 187 14,399,000 5229 L.s: 52.29 Acres of 15,000 /Acro Single Family (784,356) Projected 2019 Assured Weida. S 25,333,544 15,000 cumulative 52 homes Plus: 36 [louses (4 308,000 Manor Section I S 11,088,000 40 4011omcs 9 308,000 Alausc Section 12}20,000 a 48 Mean 48 308,000 /[lame S.mm3 14,784,000 a 0 Items 48 308,000 Ill... Section - 0 0 Hou es 308,000 Moose Section 5 - 0 0 haus. ® 308,000 Alousc Section 6 - 154 124 38,192,000 89 lou Plus: a Lou ® 77,000 Ant Section1 - 153 153 Lou ® 77,000 A.ot Senian2 11,781,000 98 0 tau ® 77,000 /I.ot Sodium - 0 0 Lau ® 77,000 /Lot Section - 0 0 Lou ® 77.000 /Lot Section 5 - 0 0 Lou ® 77,000 /Lot Section 340 153 11,781,000 95.07 Less: 42.78 Acres 60 15,000 /Acne Single Family (641,746) Projected 2019 Assessed Valuation S 74,664,798 cumulative 89 he. Plus: 37 Houses ® 308,000 fllousc Sation 1 5 11,396,000 90 50 Houses ® 308,000 /Ilona Secdan2 15,400,000 95 33 [looses ® 308,000 Alousc Section 3 10,164,000 0 0 Houses ® 308,000 Alausc Section - 0 0 [louses ® 308,000 /Ilausc Section 5 - 0 0 houses @ 308,000 Mouse Section 6 274 120 36,960,000 99 lots Plus: 0 Lau ® 77,000 /Wt Section 1 - 153 0 lou @ 77,000 n.ot Sation 2 - 98 a Lau ® 77.001) /Lot Sation 3 - 87 87 Inu n 77,O0a /Lot Section 4 6,699,NG 0 a Inti n 77,000 Mt Scetioa5 - 0 alms ® 77,000 Mt Section 6 - 427 87 6,699,000 119.40 Less: 24.33 Acura ® 15,000 /Acte Sinitic Family (364.914) Projected 2020 Assessed Valued.. S 117,959,994 cumalo ve 89 houses Plus: 0 (louses of 308,000 /Ilausc Section 1 S - 146 56 Ilausc 64 308,000 111. Section 2 17,248,000 98 3 Ileus. ® 308,000 Aiome Sation 3 924,000 44 44 Ileus. ® 308,000 /House Section 4 13,552,000 0 1) Hames ® 308,000 /House Section 5 - 0 OHomes ® 308,000 /house Section 377 103 31,724,000 I PUBLIC FINANCE 3 GIlot,, I'"' 89 lots Plus: 0 lots ® 77,000 Mt Sation1 153 156,380,998 Olds ® 77,000 /Lot Sation2 98 0 lots 69 77,000 Aon S«tion 3 87 a Low ® 77,000 Aot Sation4 92 189,651,000 92 lata ® 77,000 /Lot Suction 5 a 0 Lots OR 77,000 /Lat Scction 6 519 92 145.13 Lea: 25.73 Acres ® 15,000 /Acm Sin8lc Family Pmjamd 2021 Assessed VelaaOon ctu uttiVa 89 houses Plus: 0 houses ® 308,000 /(loom Senian 1 153 7 (louses ® 308,000 Aiousc Scction 2 98 0 Ilousu ® 308,000 Alcamo Section 3 87 43 (louses ® 308,000 Abuse Scnion4 41 41 llouses @ 308,000 Al.. Scction5 a 0 (louses ® 308,000 /(louse SWun6 468 91 89 lots Plus: 0 LOU, ® 77,000 Aal Salion 1 153 0 Lou ® 77,000 Aot Sccdan2 98 0 Lata ® 77,000 Aat S tion3 87 0 Lau ® r,000 Aol ketion4 92 a Lot ® 77,000 Aot Section 5 22 72 Lou ® 77,000 /Lot Sec1ian6 591 72 165.26 Lusa: 20.13 Acm ® 15,000 /Acm Sinelc Family Peajeeted 2022 Aaeased Valuation cumulative 89 houses Plus: o (louses ® 308,000 Alouc Safion 1 153 0 Iloasua 0 308,000 Aiouse Section 2 98 0 (louses ® 308,000 Alouse Scction 3 87 0 houses ® 308,000 Aioum Scction 4 92 5111ooms ® 308,000 Alom Salion5 15 32 Ilouws ® 308,000 Aiousc Seclion6 534 66 89 lou Plus: 0 Lou ® 77.M A.ol Salion 1 153 0 Lou ® 77,000 A.ol Salion2 98 0 Lau ® 77,000 AAI Salion 3 87 0 Lou ® 77,0Oa /Lal Satiun4 92 0 Lot ® 77.M A.at Scction 5 72 0 Lou ® 77,M Aot Scction 6 591 0 16536 U.: 0.00 Acros p 15,000 /Acm Sin8lc Family Pmjamd 2023 kmeumd Valuotian cumalativc 89 hooses Plus: 0 Ilousa ® 308.000 Al.. Senian I 153 0 Ilousa ® 308,000 Alausc Scction 2 98 0 Hous. @ 308,000 Al.. Section3 87 0 (buss ® 308,000 /(louse Smmn 4 92 011.. ® 308,000 Alomc Scclion5 72 52 (louses ® 30$000 /douse Sumion6 591 57 89 lot Plus: 0 Lou ® 77,000 Am Sation 1 153 0 tots ® 77,000 Aot ketion2 98 Olau ® 77,000 /Lot Scnion3 87 0Lot ® 77,000 AAL Section 92 0 Lou ® 77,000 AAL Scction 5 22 0Lot ® 7/,000 Mt ketion6 591 0 16526 L.: 0.00 Aum ® 15,000 /Acm Sin8lc Family Pmjamd 2024 Assessed Valuation 4 7,084,000 7,084,000 085,886) S 156,380,998 5 - 2,156,000 13,244,000 12,628,000 28,02$000 5.544.000 5,544,000 (301,998) 5 189,651,000 5 15,708,000 4.620,000 20,328,000 b <aY,Y/Y,naa 5 1],556,000 1],556,000 5 227,535,000 PL`T3L IC FINANCE GROUP... 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Y m V P m V P vm• vmi vmi vmi vmi vmi vmi vmi vmi vmi h •mit vmi vmi vmi m m vmi vmi vmi n v � C y V N' N^ m O. ri ri ri ri ri ri l� r L` n r r t` r r ri r r ri r vbf- �.'AN� R g o aoNO Ooro d _ ry coi coi nr Hroro SE�39 Williamson County Municipal Utility District No. 34 Projected Debt Service Schedule: Annual Interest $6,300,000 Unlimited Tax Bonds, Series 2021 PUBLI FIC CEA Projected Projected Projected Projected Principal Interest Annual Total Annual Year 1 -Seo Rate Interest Debt Service 2022 $ 130,000 4.00% $ 252,000 $ 382,000 2023 135,000 4.00% 246,800 381,800 2024 140,000 4.00% 241,400 381,400 2025 150,000 4.00% 235,800 385,800 2026 155,000 4.00% 229,800 384,800 2027 160,000 4.00% 223,600 383,600 2028 165,000 4.00% 217,200 382,200 2029 175,000 4.00% 210,600 385,600 2030 180,000 4.00% 203,600 383,600 2031 185,000 4.00% 196,400 381,400 2032 195,000 4.00% 189,000 384,000 2033 200,000 4.00% 181,200 381,200 2034 210,000 4.00% 173,200 383,200 2035 220,000 4.00% 164,800 384,800 2036 225,000 4.00% 156,000 381,000 2037 235,000 4.00% 147,000 382,000 2038 245,000 4.00% 137,600 382,600 2039 255,000 4.00% 127.,800 382,800 2040 265,000 4.00% 117,600 382,600 2041 275,000 4.00% 107,000 382,000 2042 450,000 4.00% 96,000 546,000 2043 450,000 4.00% 78,000 528,000 2044 1,500,000 4.00% 60,000 1,560,000 $ 6,300,000 5 3,992,400 $ 10,292,400 PUBLI FIC CEA Shadow Canyon City of Georgetown, Texas Planned Unit Development (PUD) Development Plan January 25, 2016 Revised: March 21, 2016 Revised: April 27, 2016 Revised: May 9, 2016 Applicant: 278 Georgetown, Inc. 4408 Spicewood Springs Road Austin, Tx 78759 Prepared by: SEC Planning 4201 W. Parmer Lane Building A, Suite 220 Austin, Tx 78727 Exhibit A to PUD Ordinance Development Plan Shadow Canyon Planned Unit Development (the "PUD") A. Purpose and Intent The boundaries of the PUD are the 278.21 acres described in Exhibit B (Field Notes) (the "Property"), attached to the PUD Ordinance. The development of the Property is as a high quality, residential community with a variety of lot sizes and preserved open space. The contents of this Development Plan explain and illustrate the overall appearance and function desired for the Property. B. Applicability and Base Zoning The development of the Property shall comply with the version of the Georgetown Unified Development Code (UDC) in effect as of October 15, 2015, and other applicable provisions in the City's Code of Ordinances, except as modified within this Development Plan or the Exhibits attached to the PUD Ordinance. The base zoning district for the Property is RS — Residential Single Family All neighborhoods within the Property must comply with this Development Plan. If this Development Plan does not specifically address a development requirement, the Georgetown Unified Development Code shall apply. In the event of a conflict between this Development Plan and the base zoning district, this Development Plan shall control. C. Conce to Plan Exhibit C attached to the PUD Ordinance for the Property is a Concept Plan for the Property. Because the Property comprises a significant area and its development will occur in phases over a number of years, modifications to the Concept Plan may become desirable due to changes in market conditions or other factors. The Property owner may request modifications to the Concept Plan. Modifications of the Concept Plan pertaining to (a) roadway and trail alignments; (b) changes in the density of specific sections or phases shown on the Concept Plan that do not increase the overall density of development on the Land, and (c) changes of less than twenty percent (20%) in the size of any section or phase shown on the Concept Plan, shall be considered "Minor Modifications" over which the City's Planning Director has final review and decision-making authority. In addition, the City may request modifications to the Concept Plan relating to roadway and trail alignments if necessary to due to topography, Canyon -Planned Unit Development Page 1 of 29 terrain, floodplains and floodways, alignment with connections to adjoining portions of roadways, trails, or utilities on adjacent properties, and similar situations, all of which shall be considered Minor Modifications over which the City's Planning Director has final review and decision-making authority. All other changes to the Concept Plan that are not Minor Modifications shall be considered "Major Modifications." Major Modifications to the Concept Plan must be approved as an amendment to this Development Plan, PUD Ordinance, and Consent Agreement pertaining to creation of a municipal utility district on the Property by the City Council. After approval by the City in accordance with these requirements, all Minor Modifications and Major Modifications to the Concept Plan shall be recorded by the City at the Property owner's expense in the Official Records of Williamson County, and thereafter, all references in this Development Plan to the Concept Plan shall mean and refer to the then most current approved and recorded Concept Plan. Minor Modifications to the Concept Plan allowed by this Development Plan shall not be deemed to be changes to the Project under Chapter 245 of the Texas Local Government Code. All Major Modifications to the Concept 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 agrees otherwise. Approval of this Development Plan does not constitute plat or site plan approval, and all development related approvals required by the UDC are still required. D. Allowable / Prohibited Uses The residential component of uses on the Property must include a mix of various single family detached products, together with a cohesive network of open spaces, parks, habitat and karst preserves, greenbelts, water quality areas, trails, and a resident's amenity center. The uses within the Property shall comply with the list of allowed and prohibited uses defined in the Georgetown UDC, Chapter 5 Zoning Use Regulations, except that single- family attached products are not permitted. E. Residential Development Standards The residential areas on the Property shall be developed according to the following standards as well as the standards listed in Table E.1 below. The following unit count parameters and design standards have been established: 1. Maximum Number of Residential Units: The residential unit count on the Property shall not exceed 600 units. Lot Width: The minimum lot width shall be 45 feet. Shadow Canyon - Planned Unit Development Page 2 of In order to ensure product diversity, the following percentages shall apply to the Property: • A maximum of 20% of the total lots may have lot widths less than 50 feet • A minimum of 30% of the total lots shall have lot widths of 60 feet or larger 2. Masonry Requirements: At least 85% of the exterior surface area of all front elevations, all street facing elevations, and all elevations facing public parkland shall consist of brick, stone or stucco (exclusive of windows, doors or other openings). The side and rear elevations not facing a public right-of-way shall consist of at least 85% brick, stone or stucco on the first floor (exclusive ofwindows, doors or other openings) and brick, stone, stucco or cement based siding on the second floor. Homes that back onto or are adjacent to Road 1 or Road 2 on Exhibit C to the PUD Ordinance shall consist of 85% brick, stone or stucco on all four elevations (exclusive of windows, doors or other openings). 3. Front Facade Requirements: The front elevation of all homes shall contain wall plane articulation. No elevations shall be a single wall plane across the entire width of the front elevation. Each front elevation shall contain a minimum of two of the following elements, to be identified on the architectural plans submitted for building permit: • A minimum of two wall planes on the front elevation, offset a minimum of 18 inches • Covered front porch or patio with a minimum size of 60 square feet • A side -entry or swing -in garage entry (for garage doors that do not face the front street) • A garage door recessed from the primary front fagade a minimum of four feet (for garage doors that face the front street) • Enhanced garage door materials (wood, ornamental metal, decorative door, window inserts and hardware, painted or stained to match house) • Shed roof or trellis (at least 18" deep) above garage door for additional architectural detail • A combination of at least two roof types (e.g., hip and gable) or two different roof planes of varying height and/or direction • Two or more masonry finishes to compliment the architectural style of the home • The addition of one or more dormers on the front elevation to compliment the architectural style of the home 4. Driveways: Residential driveways on corner lots shall be spaced a minimum of 60 feet from Road 1 and Road 2 shown on Exhibit C to the PUD Ordinance and 50 feet from a local street, both as measured from the back of curb to the center of the driveway. Shadow Canyon - Planned Unit Development Page 3 of Residential driveways are not allowed on Road 1 or Road 2 shown on Exhibit C to the PUD Ordinance. Road 3 may have driveways spaced as needed to accommodate the lots fronting onto Road 3. 5. Additional Development Standards: The following additional development standards set forth in Table E-1, below, shall apply to the Property. Setbacks shall be measured from the outside of the exterior surface of the home. Eaves and overhangs are permitted to encroach within the setbacks a maximum of 18 inches. Table E.1—DeVeIODment Standards Shadow Canyon - Planned Unit Development Page RESIDENTIAL USES Base District RS Lot Width Minimum 45 ft. Exception: Minimum for Comer 50 ft Lots Exception: Minimum for Lots with 55 feet side lot lines on Road 1 or Road 2 Front Setback Minimum 20 ft. Exception: Minimum for air- conditioned living areas, covered patios or porches or side entry or swing in garages, IF adequate area 15 ft is maintained for planting required front yard landscaping trees outside of the 10 foot PUE Side Setback Minimum 5 R Exception: Minimum for side 1 o ft setback adjacent to a street Shadow Canyon - Planned Unit Development Page Exception: Minimum for garage 20 ft. accessed from a side street Rear Setback Minimum 10 ft. Exception: Minimum for a lot that backs to the collector roads labeled 15 ft Road 1 or Road 2 Building Height 35 ft. (maximum) Lot Area 5,500 s.f. (minimum) Impervious Cover Overall Property Maximum (excluding 45% the Major Collector) Individual Residential Lot Up to 60%, provided that 45% overall maximum is not exceeded'. 1 The Final Plat for each phase of development must call out in either a plat note or a table the specific impervious cover maximum allocated for the lots within the plat. F. Parkland/Trails/Open Space/Amenity Center As illustrated on Exhibit D to the PUD Ordinance, Open Space Summary, the Concept Plan requires at least 22 acres of public parkland/open space to be located along the South San Gabriel River, and for a public trail (the San Gabriel River Trail) to be located in the parkland. This 22 acre public parkland and associated San Gabriel River Trail, will, when dedicated and constructed, fully satisfy the City's parkland dedication requirements for the Property. The entirety of the 22 acres of parkland shall be dedicated to the City by special warranty deed, along with public right-of-way, no later than the recording of the first Final Plat for any portion of the Property containing residential lots. In addition to the foregoing public parkland dedication, approximately 83 additional acres of open space area and habitat/karst buffer area must be maintained on the Property, consisting of wildlife habitat, karst buffers, slopes, landscape buffers and drainage areas. A private, three (3) acre amenity center for residents of the Property must be provided in close proximity to the dedicated public parkland along the river. The private amenity center may contain a private residents -only swimming pool, pool building, playground, and trails. The parking lot shall be a public parking lot and must also serve as a trailhead Shadow Canyon - Planned Unit Development parking lot for visitors to access the San Gabriel River Trail. The San Gabriel River Trail Property shall meet the following specifications: The trail shall be approximately 5,266 linear feet in length constructed along the entire length of the South San Gabriel River as it traverses the Property, be ten foot (10)' wide, and be made of concrete. It must be located within the dedicated parkland or the open space in the general location shown on Exhibit D to the PUD Ordinance. The trail and trailheads within the Property shall be registered with the Texas Department of Licensing and Regulation (TDLR) and designed and constructed to meet the requirements of the Texas Accessibility Standards (TAS). If topographic constraints restrict any area along the river, the trail shall be routed internally, as necessary, and in coordination with the Parks Department. The trail shall be constructed on the earlier of: (a) Prior to final acceptance of any lot in Parcel 2, 6 or 7 shown on Exhibit D to the PUD Ordinance, however the trail may be completed in up to two (2) phased segments, as illustrated on Exhibit D; or (b) 180 days after the City provides written notice via the means stated in the Consent Agreement stating that design or construction of any adjacent section of the trail (on property east or west of the Property) has commenced. Final acceptance of any lot shall be defined as final acceptance of the subdivision improvements serving any part parcel 2, 6, or 7 shown on exhibit D. Should fiscal be posted to allow the recordation of the subdivision plat for one of the above mentioned parcels, the posted fiscal instrument shall not be released until the trail is complete. Additionally, pedestrian connectivity must be provided throughout the Property as follows: • Trailheads with signage at key pedestrian access points to the community trail system, as indicated on Exhibit D to the PUD Ordinance. • A pedestrian connection linking Parcel 2 with Parcel 6. • Site sensitive, mulch or decomposed granite nature trails within the central ravine as indicated on Exhibit D to the PUD Ordinance. • 8 -foot and 5 -foot wide sidewalks along Road 2 (as described in Section G below shown on Exhibit G to the PUD Ordinance). All facilities utilized as "credit" toward the City's parkland dedication requirements shall be open to the public. All developer installed facilities as well as open space areas shall be maintained by a Property Owners Association to the same or better standards as the City's standards for similar improvements and areas. G. Street Design Roadway circulation and right of way classification must be consistent with the Concept Plan attached as Exhibit C to the PUD Ordinance. Roadway design standards Page 6 of 29 shall be governed by the Georgetown UDC, Section 12.03, Streets, unless specifically modified by this Development Plan. The primary entry to the Property is via a Residential Collector from Highway 29 on the northern edge of the Property (shown as "Road 1" on Exhibit C to the PUD Ordinance). Road 1 shall be a 65' wide Residential Collector right of way with 30' of pavement measured face of curb to face of curb with no parking on either side of the road. A landscape median may be allowed at the intersection with Highway 29, pending design approval. Exhibit F to the PUD Ordinance depicts the proposed design of Road 1. A masonry wall must be installed between the roadway and any homes that back or side onto Road 1. Road 1 intersects with an internal Major Collector (shown as "Road 2" on Exhibit C to the PUD Ordinance). Road 2 shall be a 73' wide right of way with ultimate plans for 45' of pavement, measured face of curb to face of curb. The ultimate design and construction of Road 2 shall be in compliance with the Traffic Impact Analysis (TIA). Should the TIA find that two (2) lanes of the ultimate four (4) lanes of Road 2 must be constructed with 30' of pavement face of curb to face of curb, the standards and specifications set forth in Exhibit G to the PUD Ordinance shall be followed. Additionally, an eight (8) -foot wide sidewalk must be constructed on one side of Road 2 with a five (5) foot wide sidewalk on the other in the event that only 2 lanes are constructed. 65 feet of right of way for Road 1 and 73 feet of right of way for Road 2 shall be dedicated to the City, free and clear of all liens and encumbrances, at the time of final plat. Road 2 must be stubbed out at the Property line for a future connection to the tract west of the Property and shall continue to the south property line at the South San Gabriel River. No parking or residential driveways shall be allowed on Road 2. A masonry wall must be installed between the roadway and any homes that back or side onto Road 2. Internal Local Streets within the Property shall be designed and constructed having a 50' wide right of way with 28' width of pavement measured from face of curb to face of curb. On -street parking shall be restricted to one side of the street with bump -outs at the intersections on the street side with parking. Signs must be placed on the non - parking side of the street at each end of a block and one in the middle of the block stating that parking is restricted to one (1) side of the street. The final sign language and locations must be mutually agreed to by the City's Planning Director and Applicant prior to installation, and shall be consistent with the sign design and content specified in the 2012 IFC Section D 103.6. Exhibit E to the PUD Ordinance depicts the approved design of Internal Local Streets Street Connectivity: A minimum of six (6) access points to adjacent properties or existing or planned roadways shall be provided and shall be in the locations generally Page 7 of 29 depicted in Exhibit C to the PUD Ordinance. Additionally, at least two (2) of the six (6) access points must be completed prior to the submission of a final plat application for a plat having the 315 residential lot on the Property. One of these access points must be a permanent roadway meeting the standards referenced above and in Exhibit E to the PUD Ordinance for internal local streets; the second of these access points may be a temporary 26 -foot emergency all-weather access drive until an alternate permanent second access point is constructed. Block Length: Block lengths of up to 3,000 feet or 60 lots are allowed along any open space, parkland, habitat/karst buffer or where any natural barriers exist as shown on Exhibit C to the PUD Ordinance. Landscape Islands: Trees and vegetation shall be planted in medians in public right- of-ways. A Property Owners Association must be responsible for landscape maintenance and irrigation within landscape lots and rights of way. Landscape within the right-of-way shall require a license agreement with the City. Shade trees are not allowed within a public utility easement or within ten (10) feet of water or wastewater lines. H. Tree Protection and Mitigation Approximately 35% of the entire project acreage must be preserved as open space, including preservation of the Heritage Trees located within the open space preserves (see Exhibit D to the PUD Ordinance). The heavily wooded open space preserves must be maintained in their native, undisturbed condition with the exception of the following: • Water Quality facilities as necessary to serve the Property ■ Trails and trail heads • Underbrush or remove invasive vegetative species or brush and/or mitigate any health/safety issues Due to the restricted amount of unconstrained, upland property, removal of certain Heritage Trees in the developable uplands may be unavoidable. As such, the following Heritage Tree Removal and Pruning standards shall apply: A Tree Preservation Plan, including a survey of all Heritage Trees, must be provided with all final plat applications and must indicate all Heritage Trees to be preserved and those Heritage Trees which may not be able to be preserved. A tree mitigation table must be provided on the Tree Preservation Plan to illustrate the mitigation requirements based on the number of inches to be removed. The mitigation table format and content shall be consistent with the UDC Development Manual. Applicant shall remove a maximum of 45 Heritage Trees, approximately 25% of the 176 total Heritage Trees surveyed on the property. Any removal of a Heritage Tree beyond the 45 trees allowed for removal will require approval from the City's Urban Forester. Page 8 of 29 Any Heritage Tree that is removed shall be mitigated in a method as outlined in UDC 8.02.040 in place at the time of the City Council's approval of the PUD Ordinance (attached as Exhibit H to the PUD Ordinance). The City's Urban Forester shall approve all permits for the removal or pruning of any Heritage Tree up to the maximum 45 total trees. Heritage Tree removal permits for a maximum of 45 trees will be submitted for the sole purpose of documenting mitigation for the removed caliper inches and not require justification for the removal or evaluation of tree condition. I. Residential Landscaping Residential landscaping shall be in accordance with UDC Section 8.03 and the City's Water Conservation Ordinance codified in Chapter 13.15 of the City Code of Ordinances. I Environmental A Section 10(a)(1)(B) incidental take permit from the United States Fish and Wildlife Service currently applies to the Property. The approved Section 10(a)(1)(B) permit supersedes the Georgetown Water Quality Management Plan and Appendix A, Federal Environmental Standards for Occupied Sites, as included in the Georgetown UDC. Eighty-five percent (85%) of total suspended solids for the entire Property must be removed from storm water run-off through water quality control best -management practices. K. Signage Exhibit H to the PUD Ordinance illustrates the location of signage within the Property. General These size modifications shall replace the size restrictions described in Chapter 10 of the Unified Development Code. Signage shall not be located in the sight -triangle of an intersection. Subdivision Entry Signs A Primary subdivision entry monument sign shall be located along Highway 29 at the Residential Collector road intersection, as illustrated on Exhibit H to the PUD Ordinance. The sign shall either be located in a sign easement or be located on a separate lot. The sign may be allowed off-site within the Shadow Canyon Commercial Section 1 Final Plat recorded in Document 2008045660, subject to the approval of the property owner of the lot on which the signage will be placed as evidenced by a perpetual easement in favor of the Property Owners Association recorded in the Official Public Records of Williamson County. Page 9 of 29 The sign area including the base and sign face shall not exceed 280 square feet, or 8 feet in height and the sign face encompassing only the surface for the sign letters and logo shall not exceed 120 square feet. Surrounding architectural features such as towers and walls shall not count against the sign square footage and shall not exceed 25 feet in height. The signs shall be located a minimum of 20' from the right of way of Highway 29 and 10 feet from the residential collector entry road. A license to encroach will be required for any signage extending into a public utility easement. A minimum of 1,000 s.f. of landscape plant bed shall be provided around the 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, 5a' Edition, 2013, created by the Texas Cooperative Extension, Grow Green and the Ladybird Johnson National Wildflower Center. All signage as well as landscaping area shall be privately maintained by Property Owners Association. Residential Neighborhood Monument Sims Neighborhood signs may be located throughout the Property as noted on Exhibit H to the PUD Ordinance. The signs shall either be located in a sign easement or be located on a separate platted lot. Neighborhood signs shall not block sight distances nor be located in a public utility easement and shall be setback a minimum of 5 feet from adjacent rights of way. The sign area including the base and sign face shall not exceed 50 square feet, or 6 feet in height and the sign face encompassing only the surface for the sign letters and logo shall not exceed 25 square feet. A minimum of 100 square feet 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, 5' Edition, 2013, created by the Texas Cooperative Extension, Grow Green and the Ladybird Johnson National Wildflower Center. All signage as well as landscaping area shall be privately maintained by a Property Owners Association. K. Miscellaneous Provisions Amendments, Except as otherwise provided herein, Amendments to this PUD shall follow the amendment process outlined in the UDC. Exhibits. All exhibits described herein and attached to the PUD Ordinance are fully incorporated into this Development Plan by this reference for all purposes. Page 10 of 29 Exhibit B to PUD Ordinance - Field Notes LandSurveyors, Inc. 8333 Cross Q+rrk,Vriva ,jlvsrin, ?etas 78754 ftirtered'Frtm #10015-100 Off"' 512.374.9722 Tax: 512.873-9743 METES AND BOUNDS DESCRIPTION Page I of 10 BEING 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN WILLIAMSON COUNTY, TEXAS, AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1/2" rebar found for the northernmost northeast comer of said 278.212 acre tract, being the northwest comer of a 10.550 acre tract of land conveyed to MOC Highway 29 Development, LLC by instrument of record in Document Number 2007014835 of the Official Public Records of Williamson County, Texas and also being in the south right-of-way line of State Highway Number 29 (R.O.W. varies); THENCE along the north line of the 278.212 acre tract and the west and south lines of said 10.550 acre tract the following four (4) courses: 1. South 04028'24" West (record: South 04031'00" West), passing ata distance of 18.38 feet a I/2" rebar found with plastic cap, which reads "G & R Surveying" and continuing for a total distance of 71.56 feet (record: 71.55 feet) to a 1/2" mbar found; 2. South 72046'33" East a'distance of 55693 feet (record: "South 72°48'45" East a distance of 556.79 feet) to a 1/2" rebar set with plastic cap,.which reads "Baseline, Inc."; 3. South 79018'22" East a distance of 70.58 feet (record: South 79922'15" East a distance of 70.62 feet) to a 5/8" rebar found; 4. North 69916'34" East a distance of 197.69 feet (record: North 69918'00" East a distance of 197.85 feet) to a 12" rebar set with plastic cap, which reads `Baseline, Inc." for the easternmost northeast comer of the 278.212 acre tract THENCE South 25958'40" East (record: South 26901'15" East), along the east line of the 278.212 acre tract and continuing along the south line of die 10.550 acre tract a distance of 51.58 fed (record: 51.61 feet) to a 1/2" rebar set with plastic cap, which reads 'Baseline, Inc." for an angle point in the south line of the 10.550 acre tract and being the northwest comer of a 291.09 acre tract of land conveyed to Judy Dean Wolf Hindelang, Susan Jane Wolf Robertson, Jay Leon Wolf, Jr. and Iva Wolf McLachlan by instrument of record in Document Number 2009090679 of the Official Public Records of Williamson County, Texas and known therein as `Tract Five - Parcel Three', Page 1 I of 29 Page 2 of 10 THENCE along the east line of the 278.212 acre tract and the west line of said 291.09 acre tract the following eight (8) courses: I . South 21 "08'52" East a distance of 692.23 feet (record: South 21'09'15" East a distance of 692.23 feet) to a 12" rebar found; 2. South 21015'01" East a distance of 393.09 feet (record: South 21017'00" East a distance of 393.) 9 feet) to a 12 rebar found with cap, stamped "Pape Dawson"; 3. South 24059'27" East a distance of 88.15 feet (record: South 2405815" East a distance of 88.21 feet) to a 12" rebar found; 4. South 19°38'10" East a distance of 207.78 fee[ (record: South 19°39'00" East a distance of 207.78 feet) to a 12" rebar found; 5. South 2105711" East a distance of 450.41 feet (record: South 21058'45" East a distance of 450.41 feet) to a 12" rebar found; 6. South 20°55'39" East a distance of 911.42 feet (record: South 2005615" East a distance of 911.34 feet) to a 12" rebar found; 7. South 21 °40'34" East a distance of 388.49 feet (record: South 2104 P00" East a distance of 388.49 feet) to a 12" rebar found for the soudieast comer of the 278.212 acre tract, being the southwest comer of the 291.09 acre tact and being in the north line of a 457 acre tract of land conveyed to W.T. Guy by instrument of record in Volume 345, Page 460 of Ole Deed Records of Williamson County, Texas; THENCE South 49°50'28" West (record: South 49049'00" West), crossing through said 457 acre tract, along the called south line of the 278.212 acre tract, passing at a distance of 215,95 feet (record: 215.93 feet) a 12" rebar found with cap, stamped "RPU 5784 on the edge of a bluff and continuing for a total distance of 295.28 feet (record: 295,15 feet) to a calculated point in the west line of the 457 acre tract, being the north line of a 1048.20 acre tract of land conveyed to A.C. Weir and Esther Weir by instrument of record in Volume 522, Page 451 of die Deed Records of Williamson County, Texas and designated as "First Tract' therein and being the approximate centerline of the San Gabriel River, 71"CE North 81°57'47" West (record: North 81°59'00" West), along the called south line of the 278.212 acre tract, the west line of the 457 acre tract, the east line of said 1048.20 acre tract and the approximate centerline of the San Gabriel River, passing at a distance of 195.03 feet a calculated point at the approximate intersection of die centerline of the San Gabriel River with the south line of the Isaac Donagan Survey, Abstract Number 178, being the north line of the Joseph Thompson Survey, Abstract Number 608 and being the northwest comer of the 457 acre tract and continuing along the called south line of the 278.212 acre tract, the north line of the 1048.20 acre tract and the approximate centerline of the San Gabriel River for a total distance of 645.06 feet (record: 644.97 feet) to a calculated point; THENCE along the south line of the 278.12 acre tract, the north line of the 1048.20 acre net and the approximate centerline of the San Gabriel River the following six (6) courses: 1. South 55006'29" West a distanoe of 519.75 feet (record: South 5500515" West a distance of 519.75 feet) to a calculated point; rasa 4 or 10 9. North 02'11'06"Walndiamcofl30.09 fwv (rxON: Norah a2°ITIS Wenatlinmmol' 119.98 fa+)m a Irz^ mbr found wnM1 illepble mo: Page 3 of 10 2, South 23°01'29" West a distance of 1534.01 feet (record: South 23900' 15" West a distance of 1534.01 feet) to a calculated point; 3. South 69008'29" West a distance of 326.36 feet (record: South 69007'15" West a distance of 326.36 feet) to a calculated point; 4. South 85042'29" West a distance of 621.76 feet (record: South 85641'15" West a distance of 621.76 feet) to a calculated point; 5. South 57°11'29" West a distance of 268.60 feet (record: South 57°10'15" West a distance of 268.60 feet) to a calculated point; 6. South 70004129" west a distance of 755.32 feet (record: South 70°03'15" West a distance of 755.32 feet) to a calculated point for the northwest comer of the 104820 acro tract and being the northeast comer of a 190.40 acre tract of land conveyed to Taxes Crushed Stone Company by instrument of record in Volume 743, Page 47 of Ore Deed Records of Williamson County, Texas; THENCE South 75049'12" West (record: South 75948'15" West), along the south line of the 278.212 acre tract, the north line of said 190.40 acre tract and the approximate centerline of the San Gabriel River a distance of 116.10 feet (record: 116.10 feet) to a calculated point for the southwest comer of the 278.212 acre tract and being the southeast corner of a 103.9327 acre tract of land conveyed to Elbert L. Brown and Beverly D. Brown by instrument of record in Volume 2189, Page 585 of the Official Records of Williamson County, Texas; THENCE along the west line of the 278.212 acre tract and the east line of said 103.9327 acre tract the following ten (10) courses: 1. North 01927'13" West a distance of 1,64238 feet (record: North 01028'15" West a distance of 1,642.61 feet) to a 12" rebar found; 2. North 84956'46' East a distance of 498.41 feet (record: North 84956'00" East a distance of 498.38 feet) to a 12" mbar found; 3. North 09953'36" West a distance of 350.08 feet (record: North 09954'45" West a distance of 350.05 feet) to a 12" rebar found; 4. North 11918'36' West a distance of 383.88 feet (record: North 11921'45" West a distance of 383.76 feet) to a 12" rebar found; 5. North 04946'49" East a distance of 575.81 feet (record: North 04947'00" East a distance of 575.94 feet) to a 1/2" mbar found; 6. North 10912'! 0" West a distance of 192.13 feet (record: North 1091 P] 5" West a distance of 192.14 feet) to a nail found; 7. North 40955'15" East a distance of 13.10 feet (record: North 40932'15" East a distance of 13.02 feet) to a nail found; 8. North 00917'06" East a distance of 343.70 feet (record: North 00915'45" East a distance of 343.66 feet) to a 12" mbar with plastic pap set which reads'BASEMNE A1C.' ; Page 13 of 29 Page 4 of 10 9. Nord) 02°ll'06" West adistanceof320.09feet (record:North02°11'15" West a distance of 319.98 feet) to a 1/2" rebar found with illegible cap; 10. North 01054'34" West a distance of 174.14 feet (record: North 01056'00" West a distance of 174.07 feet to a 12" rebar found for the northwest comer of the 278.212 acre tract, being the southwest turner of Shadow Canyon Commercial Section 3; a subdivision of record in Document Number 2014085365 of the Official Public Records of Williamson County, Texas; from which a 1/2" rebar found in the west line of said Shadow Canyon Commercial Section 3 and the east line of the 103.9327 acre tract bears NorO 01054'34" West a distance of 1,049.31 feet (record: North 01054'08" West a distance of 1,049.26 feet); THENCE along the north line of the 278.212 acre tract and the south and east lines of Shadow Canyon Commercial Section 3 the following 5 courses; I . North 83037'24" East a distance of 248.64 feet (record: North 8303315' East a distance of 248.63 feet) to a 12" rebar found with cap, stamped "RPIS 5784" for a point of curvature; 2. Along a non-tangential curve to die right having a radius of 345.00 feet, (record: 345.00 feet) a length of 155.98 feet, (record: 156.12 feet) a delta angle of 25054'14" and a chord which bears North 64"39'03" East a distance of 154.65 feet, (record: North 64042'00" East a distance of 154.79 feet) to a nail found; 3. North 77°42'35" East a distance of 499.24 feet (record: North 77°40'00" East a distance of 498.83 feet) to a 112" rebar found; 4. North 20"13'52" West a distance of 402,50 feet (record: North 20°14'00" W est a distance of 402.27 feet) to a I/2" rebar found with cap, stamped "RPLS 5784" for a point of curvauhre; 5. Along a tangential curve to the right having a radius of 150.00 feet, (record: 150.00 feet) a length of 235.69 feet, (record: 235.76 feet) a delta angle of 90°0 P41" and a chord which bears North 22011'49" Fast a distance of 212.18 feet, (record: North 22°08'00" East a distance of 21223 feet) to a 12" rebar found with caq stamped "RPLS 5784" for an angle point in the east line of Shadow Canyon Commercial Section 3, being an angle point in the west line of Shadow Canyon Commercial Section 2; a subdivision of record in Document Number 2010086635 of the Official Public Records of Williamson County, Texas; THENCE along the north line of the 278.212 acre tract and the south and east lines of said Shadow Canyon Commercial Section 2 the following four (4) courses: I. Continue along a tangential curve to the right, having a radius of 150.00 foci (record: 150.00 feet), alength of 735.41 feet (record: 235.67 feet), a delta angle of 89°55' 18" and a chord, which bears South 67048'02" East a distance of 211.99 feet (record: South 67°5V] 4" East a distance of 212.17 feet) to a 12" mbar found with cap, stamped "RPLS 5784" for a point of tangency; 2. South 22059'1 T' East a distance of 68.03 feet (record: South 22051'54" East a distance of 68.24 feet) to a 12" rebar found with cap, stamped "RPLS 5784" for a point of ourvatum; 3. Along a tangential curve to the right, having a radius of 797.62 feet (record: 797.62 feet), a length of 343.26 feet (record: 343.51 feet), a delta angle of24°39'26" and a chord, which Page 14 of 29 Page 5 of 10 bears South 3701 I'42" Bast a distance of 340.61 feet (record: South 3701218" East a distance of 340.86 feet to a I R" rebar tbund with cap, stamped "CCC 4835"; 4, North 09049'27" East (record: North 09045'08" East), passing at a distance of 654.97 feet (record: 655.00 feet) a calculated point for an angle point in the cast line of Shadow Canyon Commercial Section 2, being the south comer of Shadow Canyon Commercial Section 1; a subdivision of record in Document Number 2008045660- of the Official Public Records of Williamson County, Texas and passing at an additional distance of 72.93 feet a 12" rebar found with illegible plastic cap and continue another 2.15 feet for a distance of 75.06 feet (record: 75.06 feet) from said south comer of Shadow Canyon Commercial Section 1 for an overall distance of 730.04 feet (record: 730.06 feet) to a 12" rebar set with plastic cap, which reads "Baseline, Inc." Por a point of curvature; THENCE along the north line of the 278.212 acre tract and the east line of said shadow Canyon Commercial Section I the following two (2) courses: 1. Along a tangential curve to the left, having a radius of 567.50 feet (record: 567.50 feet), a length of 260.39 feet (record: 26039 feet), a delta angle of 26017'21" (record: 2601722'1 and a chord, which bears North 03"21'52" West adistance of 258.11 feet (record: North 03°22'43" West a distance of 258.11 feet) to a 12" rebar found with illegible plastic cap for a point of tangency; 2. North 16030'33" West a distance of 114.79 feet (record: North 16031'24" West a distance of 114.87 feet) to a 12" rebar set with plastic cap, which reads "Baseline, Inc." for an angle point in the north line of the 278.212 acre tract, being the northernmost northeast comer of Shadow Canyon Commercial Section I and also being in the south right-of-way line ofsaid State FBgbway Number 29; THENCE North 73029152" East (record: North 73°28'45" East), along the north line of the 278.212 acre tram and the south right-of-way line of State Highway Number -29 a distance of 289.31 feet (record: 289.39 feet) to the POINT OF BEGINNING. This tract contains 278.21 acres of land, more or less, out of the Isaac Donegan Survey, Abstract Number 178 and the Joseph Thompson Survey, Abstract Number 508 in Williamson County, Texas. Bearing Basis: Texas State Plane Coordinates, Central Zone, NAD.83\96CORS. Ronnie Wallace Date Registered Professional land Surveyor State of Texas No. 5222 File: S:\Projects\Shadow Canyon\Docs\Field Notes\Boundary 278 Ac.doc Page 15 of 29 OF S.H. 29 (R.O.W. VARIES) •6 r x MGC HIGHWAY 29 MNe `MILE iS� S�?2Aq, DEVELOPMENT, LLC 463 10.550 AC. f ff DOC. 0 P: 2007014835 DETAIL 1Pn57ae • N0.011 r ti 278 GEORGETOWN INC. 2010086635m 278.212 AC. DOC. N0. 2014094143 , , =m" O.P.R.W.C.T. I I 1 I nla xlx zIZ tTl!m Ln SIx M:m mrq Y 6784• '= 4836• 278.21 AC. DETAIL SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR LINE & CURVE TABLES s/w "v 'PAPE GRAPHIC SCALE 300 150 0 300 IN FEET i'DUDY DEAN WOLF HINDELANG SUSAN JANE WOLF ROBERSON JAY LEON WOLF, JR. IVA WOLF MCIACHLAN 291.09 AC. "TRACT FIVE—PARCEL r THREE' Cn DOC. NO. 2009090679 O.P.R.W.C.T. MATCHUNE SHEET 6 150'2 "cN MATCHLINE SHEET 7 .tom SEETCH TO ACCOMPANY FIBIM NOTES BASELINE LAND SURVEYORS, INC. OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND MVM PROfiS�ONALtM1D17NG5tRW�5 OM THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 808; warsALAW �� 03"AEG{SRNEDfI AU"Kellp HOTS IN WILISAMSON COUNTY, TEXAS Offl@:313JN. R M:5UV3AN3 AND BEING THAT SAME TRACT OF LAND CONVEYED AS mvtpsmneom mm 278.212 ACRES TO 278 GEORGETOWN, INC. BY w: 1 ve nn INSTRUMENT OF RECORD IN DOCUMENT NUMBER SHEE7 2014094149 OF THE OFFICIAL PUBLIC RECORDS OF A FTVIUQAV PnlN TQ LQ a• nru: W14U ,I OY: HLH 6 of 10 Page 16 of 29 �e 1 300 750 0 IN FEET I APPROXIMATE SOUIN LME I OFA DCT NUMBtR�j77g Y – _ _ JOSEPH NORH U OF JOSEPTHBR sJMW AsTR CNUMME BOe GRAPHIC SCALE UNE of x1N��NEg.PEER 1 SSpiiS Ag DEED 615. HB 90G1t 46�"ref 6^D_ 8 � - - P JUDY DEAN WOLF HINDEIANG SUSAN JANE WOLF ROBERSON JAY LEON WOLF, JR. IVA WOLF 291.09 AC.— 'TRACT FIVE -PARCEL THREE" DOC. NO. 2009090679 O.P.R.W.C.T. INE OF 457 AC. LL. 345, PO. 460 DR.W.C.T._\,. $7B MATCHLINE SHEET 6 MATCHLINE SHEET 7 I SEE SHEET 7 278 GEORGETOWN INC. FOR LEGEND 278.212 AC. 1 SEE SHEET 70 DOC. NO. 2014094143 1 FOR LINE & CURVE TABLES O.P.R.W.C.T. 0 1/2" IRON REBAR SET WITH CAP; 'BASELINE, INC.' I 278.21 AC. a�n lio ,p, um~ 479 CALCULATED POINT cb !Y R.O.W. mmimlm 1 ,y0.e^,00� D.R.W.C.T. NIN 1 cry,6 O.P.R.W.C.T. OFFICIAL PUBLIC RECORDS WILLIAMSON COUNTY, TEXAS O.R.W.C.T. OFFICIAL RECORDS WILLIAMSON COUNTY, TEXAS 1 mIm RECORD INFO, DOC. NO. 2014094143 O.P.R.W.C.T. I .41 I RECORD INFORMATION -DOC. NO. 2002093325, O.P.R.W.C.T. �e 1 300 750 0 IN FEET I APPROXIMATE SOUIN LME I OFA DCT NUMBtR�j77g Y – _ _ JOSEPH NORH U OF JOSEPTHBR sJMW AsTR CNUMME BOe GRAPHIC SCALE UNE of x1N��NEg.PEER 1 SSpiiS Ag DEED 615. HB 90G1t 46�"ref 6^D_ 8 � - - P JUDY DEAN WOLF HINDEIANG SUSAN JANE WOLF ROBERSON JAY LEON WOLF, JR. IVA WOLF 291.09 AC.— 'TRACT FIVE -PARCEL THREE" DOC. NO. 2009090679 O.P.R.W.C.T. INE OF 457 AC. LL. 345, PO. 460 DR.W.C.T._\,. $7B BASIS OF BEARINGS: TEXAS STATE PLANE COORDINATES, CENTRAL ZONE, HAD 83/ -- SKETCH TO ACCOMPANY FIELD NOTES HASELiNE LAND SURVEYORS, INC. OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROFEM910NN. LAW SURVEYIWBSERVICES THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 008: mn°easP.wr°rt mmN7° nm BOTH IN WUMAMSON COUNTY, TEXAS i1001v`100 AND BEING THAT SAME TRACT OF LAND CONVEYED AS at7oe msvaam rAx:suoasw 278.212 ACRES TO 278 GEORGETOWN, INC. BY m+mmmeAuumxR`an INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICLAL PUBLIC RECORDS OF SHEET 7 o7 10 Page 17 of 29 A.C. WEIR & ESTHER WEIR �. 1048.20 AC. "FIRST TRACT' VOL. 522, PAGE 451 \ q� DA W.C.T. • 1/2" IRON REBAR FOUND (NOTED, IF CAPPED) 4y 0 1/2" IRON REBAR SET WITH CAP; 'BASELINE, INC.' I A NAIL FOUND ,p, A CALCULATED POINT cb !Y R.O.W. RIGHT OF WAY 1 ,y0.e^,00� D.R.W.C.T. DEED RECORDS WILLIAMSON COUNTY, TEXAS 1 cry,6 O.P.R.W.C.T. OFFICIAL PUBLIC RECORDS WILLIAMSON COUNTY, TEXAS O.R.W.C.T. OFFICIAL RECORDS WILLIAMSON COUNTY, TEXAS 1 ( ) RECORD INFO, DOC. NO. 2014094143 O.P.R.W.C.T. I [ [ RECORD INFORMATION -DOC. NO. 2002093325, O.P.R.W.C.T. [ ] RECORD INFORMATION -DOC. NO. 2008045680, O.P.R.W.C.T. [[ ]] RECORD INFORMATION -DOC. NO. 2010086635, O.P.R.W.C.T. I [[[ ]p RECORD INFORMATION -DOC. NO, 2014085365, O.P.R.W.C.T. BASIS OF BEARINGS: TEXAS STATE PLANE COORDINATES, CENTRAL ZONE, HAD 83/ -- SKETCH TO ACCOMPANY FIELD NOTES HASELiNE LAND SURVEYORS, INC. OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROFEM910NN. LAW SURVEYIWBSERVICES THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 008: mn°easP.wr°rt mmN7° nm BOTH IN WUMAMSON COUNTY, TEXAS i1001v`100 AND BEING THAT SAME TRACT OF LAND CONVEYED AS at7oe msvaam rAx:suoasw 278.212 ACRES TO 278 GEORGETOWN, INC. BY m+mmmeAuumxR`an INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICLAL PUBLIC RECORDS OF SHEET 7 o7 10 Page 17 of 29 ELBERT L. BROWN & BEVERLY D. BROWN 103.9327 AC. VOL. 2189, PG. 585 O.R.W.C.T. MATCHLINE SHEET 9 ___ DTA`fCHLINE SHEET 8 278.21 AC. 278 GEORGETOWN INC. 278.212 AC. DOC. NO. 2014094143 O.P.R.W,C.T. 17 40 SURVEY mM %IMATE SOUTH UNE OF ISMC DONAGAN _ � 4 pPPRO — — ABSTRACT NUMMBER 178 PROXIMATE NORTH LINE OF UOSEPN THEY OMPSON SURVEY _ — — ABSTRACT NUMBER 608 �� Nw7LLe� �6 D 8 TEXAS CRUSHED STONE COMPANY 190.40 AC. VOL. 743. PAGE 47 D.R.W.C.T. OF A.C. WEIR & ESTHER WEIR 1048.20 AC. 'FIRST TRACT" VOL. 522, PAGE 451 O.R.W.C.T. OF 270.21 ACRES OF LAND OUT OF TETE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN W[LLIAMSON COUNTY, TEXAS AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN, INC, BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014004143 OF THE OFFICIAL PUBLIC RECORDS OF GRAPHIC SCALE hl� m m mlm �1 --q I 1 I 1 I 300 150 0 300 IN FEET I SEE SHEET 7 FOR LEGEND SEE SHEET 10 FOR LINE & CURVE TABLES 'APPROX111ATE CETITERUNE OF GABMEL RM— BASELINE LAND SURVEYORS, INC. PROFMONAL Wi0 SURVEYING 58 WCES wmo Ol0.6vAPIt[neTACISOk TFX4 7vB nccarert mmN lwlslw Cliil�� 512JN.4R3 fA.Ye 5128�.ffl13 mMssemeWwMnwm SHEET 8 of 10 Page 18 of 29 SEE SHEET 7 FOR LEGEND S.H. 29 (R.O.W. VARIES) SEE SHEET 10 FOR LINE & CURVE TABLES SHADOW CANYON COMMERCIAL SECTION 3 DOC. NO. 2014085365 O.P.R.W.C.T. GRAPHIC SCALE 300 75 0 300 IN FEET 51 `�`�°' ELBERT L. BROWN & `iryvry BEVERLY D. BROWN 2 ry 103.9327 AC.` -2 278.21 AC. VOL. 2189, PG. 585 O.R.W.C.T. 278 GEORGETOWN INC. 278.212 AC. DOC. NO. 2014094143 O.P.R.W.C.T. I I I I I I I "RYES 5)B/' AIS 5781' I >1D n n 2I2 ZZ mm =6 m fly MATCHLINE SHEET 9_____ MATCHLINE SHEET 8 OF 278.21 ACRES OF LAND OUT OF THE OF LAND SURVEYORS, INC. ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND PROPMONAL 7AN0 SURVESTNG SERVICES THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; 8TJ 0+015 PA DANE Al ,7FXlS YM4 BOTH IN WILLIAMSON COUNTY, TEXAS Rc+Rs+o "wolw7.s1w AND BEING THAT SAME TRACT OF LAND CONVEYED AS arae sizne.9>n r+r. s+zon.97+s 276.212 ACRES TO 278 GEORGETOWN, INC. BY ,vn ea:d wun.R.mT INSTRUMENT OF RECORD IN DOCUMENT NUMBER '78 SHEET 2014094143 OF THE OFFICIAL PUBLIC RECORDS OF 9 of 10 WILLIAMSON COUNTY. TEXAS �+ W+v+s alerm .m v.,.ar.ury Page 19 of 29 OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN WMLIAMSON COUNTY, TEXAS AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL. PUBLIC RECORDS OF BASELINE LAND SURVEYORS, INC. PROFESSIONAL LAND SURVEYM6 SERVICES 8W rn4SS FAW: GPIYF ausnr3, teras 7Vi aecateam Frw+ �i Doul ao wv103: 5113]9.9112 FAG 511.413.9193 �w.mn Page 20 of 29 SHEET 10 of 10 LINE TABLE CURVE TABLE LINE BEARING CURVE RADIUS LENGTH DELTA BEARING CHORD C1 345.00' 155.98' 25'54'14" N64'39'03"E 154.65' C1 345.00' 156.12' 197,69' N64"42'00"E 154.79' C2 .00' 235.69' 9 '01'41" 2'11'49"E 212.18' -q[C2jjj 150.00' 235.76' 393.09' N2 08'00"E 212.23' C3 50. 0' 235.41' 69'55'18° 56748'0 "E 211.99' C3 1 0 00' 235.67- 207.78' S67-51-14-1 12.17' C4 7 3 9' 1' 340.61' C4 797.62' 343.51' 192.13' 37'1 8" 340.86' 25 567.50' 6039' 26' T21" 03' 8 CS 50'260.39' 01'54'34W ' 17' " 3 258.11' OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN WMLIAMSON COUNTY, TEXAS AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL. PUBLIC RECORDS OF BASELINE LAND SURVEYORS, INC. PROFESSIONAL LAND SURVEYM6 SERVICES 8W rn4SS FAW: GPIYF ausnr3, teras 7Vi aecateam Frw+ �i Doul ao wv103: 5113]9.9112 FAG 511.413.9193 �w.mn Page 20 of 29 SHEET 10 of 10 LINE TABLE LINE BEARING LENGTH L1 04'28'24"W 71.56' L7 SO4'31'00'W 71.55' L25 fl'1 '22'E 70.58' L2 579'22'15"E 70.62' L3 N69' 6' 4"E 197,69' 1-3 N69'18'00"E 197.85' L4 S25'58'40'E 51.58' 14 526'01'15"E 51.61' L5 S21.15'01" 393.09' L5 S21 -17.00"E [393.19- L6 S24'59'27"E 88.15 1-6 524'58 15 E 88.21' L7 S19'38' 0"E 207.78' L7 S19'39'00°E 207.78' LB S75'49'1 2"W 116.10' 57548'15'W 116.10' L9 N O'1 'i "W 192.13' L9 NI Ol I'15"W 192.14' L10 N40'55'15"E 13.10' (LJO)N40'32'15'E 13.02' L11 01'54'34W 1174.14' L1 N01'S6'00'W 174.07 L12 N83'37'24'E 48.64' L12 N8Y33'15"E 248.63- L13 S 2'59' 7"E 113 S22'51'54'E 68.24' L14 NI930'33"W 114.79' LI 41 N 16'31'24"W 114.87' L1573'29'S2'E 289.31' 1-15) N73'28'45'E 289.39' OF 278.21 ACRES OF LAND OUT OF THE ISAAC DONAGAN SURVEY, ABSTRACT NUMBER 178 AND THE JOSEPH THOMPSON SURVEY, ABSTRACT NUMBER 608; BOTH IN WMLIAMSON COUNTY, TEXAS AND BEING THAT SAME TRACT OF LAND CONVEYED AS 278.212 ACRES TO 278 GEORGETOWN, INC. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2014094143 OF THE OFFICIAL. PUBLIC RECORDS OF BASELINE LAND SURVEYORS, INC. PROFESSIONAL LAND SURVEYM6 SERVICES 8W rn4SS FAW: GPIYF ausnr3, teras 7Vi aecateam Frw+ �i Doul ao wv103: 5113]9.9112 FAG 511.413.9193 �w.mn Page 20 of 29 SHEET 10 of 10 EXHIBIT C Page 21 of 29 3S G\tWFV ACCESS TO ADJACENT PROPERTY PARCa" RE9IDENTAL R9 i96AC. ACCESS TO ADJ PROPERTY PARCELS REVOENTAL RS j 7.1 AC ACCESS TO ADJACENT PROPERTY PARCEL 3 RESDENML-RR 31.6 AC. PARCELb fe RESIDENDAL-RS DACE 36.9AC. 4 PARCEL 6 REVDENRAL-Rs 21.6 AC. ACCESS TO ADJACENT PROPER —ID1Me PM EL RESIOENTAL-RS MA ±$. fj RESIDENTIAL LAND USE SUMMARY LOTTPE ACRES MURAN UMTS f' ORE9oFRML Q15j 1009 AC. PARCE I REsH)ENTALRs a RESf)EMALTOfP1 1003 AC. BUB anti 36] AC. _ AmentyCela 3A AC. 0 MaI"Raw 9.1 AC. O Wa spa' 349 AC. _ HeldMKWBulFea 49.1 AC. APPRO%IMITE FOMRUSFWIBIBITAT BOIMRWY wISORi 6nd0edmtin 21AAC. Notes: TOTAL 2782AC. • Open space Includes greenbelts, easements and landscape buffers o ss6 mo iw6 s®Ie: t•=w6P SEC Planni`A�LLC EXHIBrC NORTH '�. ` ""• °"'"""`"°"' 278 GEORGETOWN, INC. � GEatGEPGMi.TEXA. enw_a,.nm,e.erv„"�m �Ib� vlrx,vwpnb.mwunwwamm i.puwcwa vmvm,raeaeaq. Page 21 of 29 EXHIBIT D Page 22 of 29 I �py0 ACCESS TO ADJACENT PROPERTY PMCa 1 RESIOENRAL-RS x96 AC. RNalffAD PA . ACCESSTO ft DSML-M 7.1 AC, a� AW PROPERTY e ACCESS TO ADJACENT PROPERTY 1 PMC¢x RESID Nw M x16AC. � 1MWffAD PMCU4 ftPSDExnN-u a 369AC. � seftn�'cE Po '' �.a4aewyp9Y ® �btipa� 9e0 r // p RESID@1 AC...-ft5 ra nc. ACCESS TO n:ARc¢ ADJACENT PROPEAT�_lamul iRAI D PM A6 RESI11]2AC 32ACL-ft5 . PARKAND OPEN SPACE SUMMARY Arelfly Cede SAAC. } TrAhmd PARCEL] T NN MidNINaWm Tmb PERDENDAL-RS Y x53AC. ®JJ.:J in, CaoNew MPMe�bDembPe'm6M aap�mgm6atlm�niromSMbb Paca6ml. NM 19 OQoOeTmd P8m6MPa¢I2I b0i0 b 008' T.iGwwkntDRtl�eE2tr5WtlmwFJpa D PuhyDPMW"Nd0pm 720 AC. 0 Ow Spare INUC. — Nahiaw"Euft 40.1 AC Nabs - Open apace wums lavtlecepe area. SreMWK eaaammis arm buRem o 11D M ImD smr=too SSC Planning, LEA RORrR v....,..> 278 GEORGETOWN, INC. e........w.' �...mb .e � :.�.opr.. Page 22 of 29 EXHIBIT E PAMePapwhI 50 Foo[ ;Rh .Ropery Sidewalk 5' ,agatme I .pga fare Mire ' 1P CW aW GUIe Cub a�W Gun« Am wm« Internal Local Street No Parking on one side.Twenly-eel¢fee[ of pavenent De�achedsidewalks. Page 23 of 29 EXHIBIT F 65 Feet Side�ik 4, t k 5' S' ~'h Ralik lane I Traffic Lana ldF 30 Foot Cuib antl Guller Crab arvl GWia Gas Wciw slam Wade Senor. xWar Residential Collector (Road 1) Alternate Design No Parkingon either side. Thirty feet of pavement. Detached sidewalks. tandswpe on ROW will require license agreement with Qty. RNate ROPerly Page 24 of 29 EXHIBIT G EXHIBIT G Major Collector (Road #2) alamolavw Piwle RopaM 73Foot PNala Poperry Aftemate Desian V Ob No Parking on Either side. Thirty feet of pavement Two future travel lanes, with ultimate pavement width of 45 feet Rve foot and eightfoot detached sidewalks. Landscape in ROW will require a license agreement t t ➢alae TalAc noabnolM Lara I larw I Lara I lona 'la 4, t t T,,C ma aloft biro lane Lans I I I fare �PaaO WIAM1-1 e 30 Poo[ Cub W G11w 'Slmn ;Sevat Cub ,Gufl. WmN' eHv Aftemate Desian V Ob No Parking on Either side. Thirty feet of pavement Two future travel lanes, with ultimate pavement width of 45 feet Rve foot and eightfoot detached sidewalks. Landscape in ROW will require a license agreement t t ➢alae TalAc noabnolM Lara I larw I Lara I lona 'la Cub aIW GJM cubord'S'A. Gal i Standard Design In the event four lanes are required by TIA Page 25 of 29 EXHIBIT H Page 26 of 29 �f71P�'10 IL ACCESS TO © ADJACENT PROPERTY PIS W RY WHOM5[ON ENTRY 9GN ILOG MD IN SIG,EmsPARCEL I REAOS.SAC. RS 29.6AC. PARCEL] ACCESS TO SIDENRAL-RS i DJ PROPERTY zi AS. �e 6 ACCESS TO ADJACENT PROPERTY c \VtRESIDENTIAl_ PAMEL 2 NO RESIDENML-RS M MSENTSIGNS 21.6 AS, PARCELA RESI 364 AC. OPEN ]69 AL. SPACE PARCEL RESIDENTIAL -RS 218AC. ACCESS TO AMITY, ADJACENT PROPER tD��' —1oTwL PARC66 RESInEec. U.2aAC.. PARCEL7 Fes, REVMNML-PS S3AC. SIGNAGE LEGEND ; iYJJIJJ+!' PRIMARY SUBDIVISION ENTRY SIGN p FamsWding Mmnenl Sign * RESIDENTIAL NEIGHBORHOOD MONUMENT SIGNS Freeslending Mmmenl Sign D 1W m6 II]0 sme: SEC xoNOUN➢�.. N. v.am6 WN, INC. 278 GEORGETOWN, �N.n....,.....6rr..r T%—anniT,LLC ,,.,� GEORGETOATLTE`VS wmx,.nsenrrtunnf uwiugq TwM/�6m�W nraNnvr A.r�v gln,rrn rrnywlnus Page 26 of 29