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HomeMy WebLinkAboutRES 022619-R - Agmt Wastewater NW Wilco MUDRESOLUTION NO.__QZ_�id A RESOLUTION OF THE CITY COUNCIL OF GEORGETOWN TEXAS APPROVING THE FIRST AMENDMENT TO THE CONSENT AGREEMENT AND THE FIRST AMENDMENT TO WASTEWATER SERVICES AGREEMENT BETWEEN THE CITY, PARMER RANCH PARTNERS, L.P., AND NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 2 RELATING TO THE UPDATED LAND PLAN AND UPDATED WASTEWATER UTILITY SERVICE PLANS FOR THE LAND WITHIN THE BOUNDARIES OF THE DISTRICT; MAKING CERTAIN FINDINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on or about December 15, 2015, the Parties enteredinto that certain Consent Agreement recorded as Document No. 2016001484 in the Official Public Records of Williamson County, Texas (the "Original Consent Agreement") relating to creation of a municipal utility district on, development of, and wastewater utility service to approximately454 acres of land within the City's extraterritorial jurisdiction, which land is referred to in the Original Consent Agreement as the "Land.") WHEREAS, the Original Consent Agreement included as Exhibit G theretoa Wastewater Agreement, which was separately executed and recorded as Document No. 2016001483 in the Official Public Records of Williamson County, Texas (the "Original Wastewater Agreement.") WHEREAS, the Parties nowdesire to amendthe Original Consent Agreement to address changed land planning -related circumstances. WHEREAS, the Parties also desire to amendthe Original Wastewater Agreementbecause the options for providing wastewater services to the landwithin the Districthave altered since the executionof the Original Wastewater Services Agreement, most significantly by the City's ability to provide wastewater treatment service to the Land from its existing wastewater treatment plants rather than by the proposed the Northlands Wastewater Treatment Plant, and the Parties desire to amend the Original Wastewater Services Agreement accordingly. WHEREAS, therefore, the Parties desire to add as Exhibit G-1 to the Original Consent Agreementthe"First Amendmentto Wastewater Services Agreement", which is attached hereto as Exhibit G-1, and to remove from the Original Consent Agreement Exhibit D (Land Plan) and replace itwith the First AmendedLand Plan, attachedhereto as the First Ame nde d Exhibit D. Resolution No. _ o7 1!31 - Q_ Pamier Ranch —Northwest Williamson County MUD No. 2 First Amendment to Consent Agreement and First Amended Wastewater ServicesAgreement Pagel of 2 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: 1. The City Council finds hereby finds that the foregoing recitals are true and correct and the recitals are hereby incorporated into this Resolution by reference for all purposes as if set forth in full. 2. The City Council hereby approves: a. the First Amendment to the Consent Agreement attached hereto as Attachment 1; b. the First Amended Land Plan attached to the First Amendment to the Consent Agreement as the First Amended Exhibit D and to this Resolution as Attachment 2; c. the First Amended Wastewater Service Agreement attached to the First Ame nde d C ons e nt Agre e ment a s Exhibit G-1 and to this Re s olution as Attachment 3; and d. the First Amended Land Plan attached to the First Amended Wastewater Services Agreement as the First Amended Exhibit C and to this Resolution as Attachment 4 e. the First Amended Interceptor Location and Description Map attachedto the First Amended Wastewater Services Agreement as the First Amended Exhibit D and to this Resolution as Attachment 5. f. the Require dEasementfor Line B-1 of the Interceptor (recorded) Water Liw Easement attached to the First Amended Wastewater Services Agreement as Exhibit H and to this Re s olution as Attachment 6 3. The Mayor is authorized to sign this Resolution, the First Amendment to the Consent Agreement and the First Amended Wastewater Agreement in the forms attached to this Resolution, and the City Secretary is authorized to attest. 4. This Resolution shall be effective immediately upon its adoption. Resolution No.JO-2-2 tq -?, Pamier Ranch —Northwest Williamson CountyMUDNo.2 First Amendment to Consent Agreement and First Arrended Wastewater ServicesAgreerrent Page 2 of Attachment List: 1. First Amendment to the Consent Agreement 2. First Amended Exhibit D (First Amended Land Plan) attached to First Amendment to Consent Agreement 3. Exhibit G-1 (First Amended Wastewater Service Agreement) attached to First Amendment to Consent Agreement 4. First Amended Exhibit C (First Amended Land Plan) attachedto the First Amended Wastewater Services Agreement 5. First Amended Exhibit D (First Amended Interceptor Location and Description Map) attached to the First Amended Wastewater Services Agreement 6. Exhibit H (the Required Easement for Line B-1 of the Interceptor (recorded) Water Line Easement) attached to the First Amended Wastewater Services Agreement Resolution No. _Ozz 19 ~ Z. Panrer Ranch —Northwest Williamson County MUD No. 2 First Amendment to Consent Agreement and First Amended Wastewater Service sAgreerrent Page 3 of 2 CITY OF GEORGETOWN, TEXAS By: (I a, Dale Ross, Mayor Date: xu�e{ / , zo ATTEST: -Fht &Ii6mm IF Robyn ensmore, City Secretary APPRO D AS'x0 FORM: Charlie McNabb, City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the I day of 2019, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. [SEAL] C;�a/ G N tary Public State of Texas FE_(" KAREN E FROST TARY pUBLIC.$TATE OF TE%A3 COMM. EXP. 05-242020 NOTARY ID 1053608-4 Resolution No. 0 M !. ` z— Parmer Ranch —Northwest Williamson County MUD No. 2 First Amendment to Consent Agreement and First Amended Wastewater ServicesAgreement Page 4 of 2 FIRST AMENDMENT TO CONSENT AGREEMENT BY AND BETWEEN: THE CITY OF GEORGETOWN TEXAS AND PARMER RANCH PARTNERS, L.P., AND NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO.2 DATE: FIRST AMENDMENT TO CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This First Amendment to Consent Agreement ("First Amendment to Consent Agreement") is between the City of Georgetown, Texas (the "City"), a home -rule city located in Williamson County, Texas, and Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, (the "Owner"), Northwest Williamson County Municipal Utility District No. 2, a municipal utility district 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 City, the Owner and the District are collectively referred to herein as the "Parties." ARTICLE I INTRODUCTION 1.01 On or about December 15, 2015, the Parties entered into that certain Consent Agreement recorded as Document No. 2016001484 in the Official Public Records of Williamson County, Texas (the "Original Consent Agreement") relating to creation of a municipal utility district on, development of, and wastewater utility service to approximately 454 acres of land within the City's extraterritorial jurisdiction, which land is referred to in the Original Consent Agreement as the "Land.") 1.02 The Original Consent Agreement included as Exhibit G thereto a Wastewater Agreement, which was separately executed and recorded as Document No. 2016001483 in the Official Public Records of Williamson County, Texas (the "Original Wastewater Agreement.") 1.03 The Parties now desire to amend the Original Wastewater Agreement to address changed utility service circumstances, and to amend the Original Consent Agreement to address changed land planning -related circumstances. 1.04 To that end, the Parties desire to add as Exhibit G-1 to the Original Consent Agreement the "First Amendment to Wastewater Services Agreement", which is attached hereto as Exhibit G-1, and to remove from the Original Consent Agreement Exhibit D (Land Plan) and replace it with the First Amended Land Plan, attached hereto as the First Amended Exhibit D. Page 1 of 9 NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract as follows: "VVIIIINAII 2.01 Sections 2.01(y) and 20.1(gq) of the Original Consent Agreement are hereby deleted in their entirety and replaced with the following: (y) Land Plan: means the plan attached to the First Amendment to Consent Agreement as the First Amended Exhibit D. (qq) Wastewater Services Agreement: means the agreement between the City, Owner and the District regarding provision of wastewater collection and treatment service to the Land recorded as Document No. 2016001483 in the Official Public Records of Williamson County, Texas (the "Original Wastewater Services Agreement"), as amended by the First Amendment to Wastewater Services Agreement, attached to this First Amendment to Consent Agreement as Exhibit G-1. 2.02 Section 6.01 of the original Consent Agreement is hereby deleted in its entirety and replaced with the following: 6.01 Land Plan. The City Council hereby approves the Land Plan attached hereto as the First Amended Exhibit D, the Land Development Standards attached to the Original Consent Agreement as Exhibit E, and the use of the Land as follows: 1,170 single-family units on 268 acres (+/-); 44 acres (+/-) of mixed use, which would include office, retail, medical and multifamily development, provided that no more than 30 aces out of said 44 acres shall be used for multi -family development; 55.5 acres (+/-) of mixed use, which would include office, retail, and medical, provided that multi -family development is prohibited on said 55.5 acres; a 4.5 acre site for a neighborhood amenity center; 15 acres (+/-) for an elementary school site; and 47 acres (+/-) of open space, which would include trails, parks, stormwater management and water quality feathers, and other open areas. All development of the Land must be in compliance with the Governing Regulations. 2.03 All references in the Original Consent Agreement to the Land Plan and Exhibit D shall mean and refer to the First Amended Exhibit D. Page 2 of 9 2.04 All references in the Original Consent Agreement to the Wastewater Services Agreement shall mean and refer to the Original Wastewater Services Agreement, attached as Exhibit G to the Original Consent Agreement, as amended by the First Amendment to Wastewater Services Agreement, attached as Exhibit G-1 to this First Amendment to Consent Agreement 2.05 Section 16.02 of the Original Agreement pertaining to Notice is hereby deleted in its entirety and replaced with the following: 16.02 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing it with Federal Express or another 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 only when received. For purposes of notice, the addresses of the Parties will, until changed as provided below, be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 or 808 Martin Luther King Street Georgetown, Texas 78626 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 or 808 Martin Luther King Street Georgetown, Texas 78626 Attn: City Attorney Owner: Parmer Ranch Partners, L.P. 4718 Mill Creek Dallas, TX 75244 USA Attn: Joe R. Owen Page 3 of 9 With a copy to: Owen Holdings Inc. 13760 Noel Road, Suite 1020 Dallas TX 75240 Attn: Joe R. Owen, President District: Ronald J. Freeman Attorney at Law 201 N. Railroad Ave. Pflugerville, TX 78660 The Parties may change their respective addresses to any other address within the United States of America by giving at least five (5) days' written notice to the other Parties. Owner and the District may, by giving at least five (5) days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. 2.06 Section 16.10 of the Original Consent Agreement is hereby deleted in its entirety and replaced with the following: 16.10 Exhibits. Exhibit D is hereby repealed. First Amended Exhibit D, and Exhibit G-1 are hereby adopted. All references in the Original Consent Agreement to Exhibit D shall mean and refer to the First Amended Exhibit D attached hereto. The following exhibits are adopted and made a part hereof for all purposes Exhibit A Attached to Original Consent Agreement Exhibit B Attached to Original Consent Agreement Exhibit C Attached to Original Consent Agreement Exhibit D Repealed First Amended Exhibit D Attached to First Amendment to Consent Agreement Exhibit E Attached to Original Consent Agreement Exhibit F Attached to Original Consent Agreement Page 4 of 9 Exhibit G Attached to Original Consent Agreement; and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016001483 Exhibit G-1 Attached to First Amendment to Consent Agreement Exhibit H Attached to Original Consent Agreement Exhibit I Attached to Original Consent Agreement Exhibit J Attached to Original Consent Agreement Exhibit K Attached to Original Consent Agreement Exhibit L Attached to Original Consent Agreement ARTICLE III MISCELLANEOUS 3.01 Effect on Original Consent Agreement. Except as provided in this First Amendment to Consent Agreement, the Original Consent Agreement remains in full force and effect and the terms and conditions of the Original Consent Agreement have not been modified or amended. All capitalized terms used herein shall have the meanings assigned to them in the Original Wastewater Services Agreement or this First Amendment to the Consent Agreement. 3.02 Recordation. This First Amendment to the Consent Agreement shall be recorded in the records of Williamson County, Texas at Owner's expense. Owner shall obtain and record subordination agreements for any lender liens on the Land or other interests in the Land, and on the City's interests under First Amendment to Consent Agreement and the Related Agreements, and the City's interests in the improvements to be constructed hereunder and transferred to the City, that are prior to the time of recordation of this First Amendment to Consent Agreement. 3.03 Effective Date. This First Amendment to the Consent Agreement shall be effective on the latest date accompanying the signatures of the duly authorized representatives of the Parties shown on the following signature pages. Page 5 of 9 [Signature pages follow.] Page 6 of 9 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY: CITY OF GEORGETOWN, TEXAS By: Y Dale Ross, Mayor Date: ATTEST: I obyn D smore, City Secretary APPROV S TO FORM: Charlie McNabb, City Attorney STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the J- day of 2019, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. [SEAL] Notary Public State of Texas ,•��"""'�. KAREN E FROST NOTARY PUBLIC -STATE OF TEXAS 'y +' s COMM. EXP. 05-24-2020 NOTARY ID 1053608-4 Page 7 of 9 • Parmer Ranch Partners, L.P., a Texas limited partnership By: Owen Holdings Inc., a Texas corporation, its general partner Date: STATE OF TEXAS § COUNTY OF § Joe R. Owen, President This instrument was acknowledged before me the day of 2019, by Joe R. Owen, in his capacity as president of Owen Holdings, Inc., a Texas corporation, the general partner of Parmer Ranch Partners, L.P., a Texas limited partnership, on behalf of Parmer Ranch Partners, L.P. Notary Public Signature Printed Name: My Commission Expires: Page 8 of 9 DISTRICT: NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO.2 By: Name: Title: Date: ATTEST: Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 20J by J President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: Page 9 of 9 FIRST AMENDED EXHIBIT D (Amended Land Plan) (*I 0 m w 0 LU Z L LI Q LL 0- 0 g 0 w 0 z w U Z Q w 2 Q d c Exhibit G-1 FIRST AMENDMENT TO WASTEWATER SERVICES AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This First Amendment to Wastewater Services Agreement (the "First Amendment") is between the City of Georgetown, Texas (the "City"), a home -rule city located in Williamson County, Texas; Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, ("Owner"); and Northwest Williamson County Municipal Utility District No. 2, a municipal utility district 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 City, Owner, and the District are sometimes collectively referred to herein as the "Parties." WHEREAS, the Parties are parties to that certain Wastewater Services Agreement dated to be effective on December 15, 2015 and recorded as Document No. 2016001483 in the Official Public Records of Williamson County, Texas (the "Original Wastewater Services Agreement"). WHEREAS, the options for providing wastewater services to the Land (as that term is defined in the Original Wastewater Services Agreement) have altered since the execution of the Original Wastewater Services Agreement, most significantly by the City's ability to provide wastewater treatment service to the Land from its existing wastewater treatment plants rather than by the proposed the Northlands WWTP (as that term is defined in the Original Wastewater Services Agreement), and the Parties desire to amend the Original Wastewater Services Agreement accordingly. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the foregoing recitals and the mutual promises, covenants, and obligations of the Parties set forth in the Original Wastewater Services Agreement, as amended by this First Amendment, the Parties agree as follows. ARTICLE� AMENDMENTS TO ARTICLE I OF ORIGINAL WASTEWATER SERVICES AGREEMENT PERTAINING TO DEFINITIONS 1.01 Section 1.01 of the Original Wastewater Services Agreement is hereby repealed and replaced with the following: 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or in the City's Code of Ordinances or UDC, the following terms and phrases used in this Agreement will have the meanings set out below: (a) Agreement: The Original Wastewater Services Agreement as amended by the First Amendment (defined herein), and as may be further amended by the Parties in the future. (b) Applicable Laws: All federal, state and local statues, regulations, guidelines, policies, specifications, ordinances, manuals, and any other requirements pertaining to the provision of wastewater service to the Land and the design, bidding, construction, maintenance, operation, repair and replacement of the wastewater improvements contemplated by this Agreement, including, without limitation, the Interceptor Plans (defined in this Agreement), applicable provisions of the Texas Water Code, the rules and regulations of the Commission (defined herein), City Ordinances, the UDC, the City's UDC Development Manual, the City's Construction Specifications and Standards Manual, the City's Drainage Criteria Manual, and the terms and conditions of the wastewater permits issued by the Commission to the City, all as the same may be amended from time to time. (c) City: The City of Georgetown, Texas, a home -rule city located in Williamson County, Texas, or its permitted delegates or assigns. (d) Commencement Date: Either Five o'clock p.m. (5:00 P.M.) central standard time on the date that is (i) seven (7) years after the Effective Date (defined herein), or (ii) five o'clock p.m. (5:00 PM) CST or CDT on the date that is not more than ten (10) years after the Effective Date, provided that, before five o'clock p.m. (5:00 PM) CST or CDT on the date that is seventy- eight (78) months after the Effective Date, Owner or the District has provided written notice to the City stating that it desires to extend the Commencement Date as allowed by this Section 1.01(_) accompanied by a payment of ONE HUNDRED THOUSAND DOLLARS ($100,000) (the "Extension Fee"). First Amendment to Wastewater Services Agreement Paget - Parmer Ranch Partners, L.P. and NWWCMUD 2 (e) Commission: The Texas Commission on Environmental Quality or its successor agency. (f) Completion Date: Five o'clock p.m. (5:00 PM) CST or CDT on the date that is thirty-six (36) months after the Commencement Date. (g) Connection: An active connection to the On -Site Wastewater Facilities (defined herein) on the Land, the cumulative number of which shall not exceed the Connection Limit (defined herein). For the purposes of this Agreement, the physical sewer connection into the On -Site Wastewater Facilities that corresponds to the number of water service connections with a 3/4" meter shall represent one (1) Connection. The number of Connections associated water service connections represented by water meters larger than 3/4" in size shall be the same as the number of water "Service Units" calculated using Georgetown's meter equivalency standards set forth in Section 13.32.050 of Georgetown's Code of Ordinances, as said ordinance may be amended from time to time by Georgetown. (h) Connection Limit: The cumulative number of Connections on the Land, which shall not exceed two thousand forty-seven (2,047). (i) Consent Agreement: The Consent Agreement among the City, the Owner, and the District pertaining to the creation of the District on the Land. 0) District: Northwest Williamson County Municipal Utility District No. 2. (k) Easement Documentation. The following documents: draft form of easement; legal description (metes and bounds or platted lot) of the proposed Required Easement area prepared by a licensed surveyor registered to practice in the State of Texas; map or sketch of the proposed easement area prepared by a licensed surveyor registered to practice in the State of Texas; draft title commitment conforming to the provisions of Section 2.03(i) of this Agreement; and drafts of all documents required by the title company and the City necessary to convey easements to the City at closing free of liens and encumbrances. (1) Effective Date: December 15, 2015 - the effective date of the Original Wastewater Services Agreement. The term "Effective Date" as used in the Agreement and the First Amendment is not the First Amendment Effective Date; the term "First Amendment Effective Date" is separately and differently defined in the First Amendment. First Amendment to Wastewater Services Agreement Page - Parmer Ranch Partners, L.P. and NWWCMUD 2 (m)Engineer: The registered professional engineer licensed to practice in the State of Texas retained by the Owner or District to prepare the Interceptor Plans (defined herein) and the Easements (defined herein) as required by this Agreement. (n) First Amendment. The first amendment to the Original Wastewater Services Agreement by and among the Parties. (o) First Amendment Effective Date. The latest date that one or more counterparts to the First Amendment, individually or together, bear the signatures of duly authorized representatives of both City and Owner. (p) Interceptor: The wastewater interceptor line identified in the City's Wastewater Master Plan and Impact Fee Study as the "Cowan Creek Interceptor" sections of which are identified as Lines A, B, B-1, C and C-1 on the sketch attached to the First Amendment as the First Amended Exhibit D (which replaces and supersedes Exhibit D in the Original Wastewater Services Agreement) and further defined in this Agreement, which is to be constructed in accordance with Applicable Laws and this Agreement and will range diameter from eighteen inches (18") to thirty inches ("30") (as further described in this Agreement pertaining to the definitions of each Line comprising the Interceptor), commencing either from the current terminus of the existing City -owned wastewater interceptor at a point along Pedernales Falls Drive between Rocky Hollow Creek Drive and Silver Spur Drive or, if partially constructed by others, commencing at the point up to which the Interceptor has been constructed by others, and ending on the Land at the northeast corner of the intersection of RM 2338 (Williams Drive) and Ronald Reagan Blvd. at northernmost property boundary of the Land being the end of Line C-1, as generally shown on the First Amended Exhibit D. (q) Land: Approximately 454 +/- acres of land located in the City's ETJ, described by metes and bounds on Exhibit A attached to the Original Wastewater Services Agreement and shown by sketch on Exhibit B attached to the Original Wastewater Services Agreement. (r) Land Plan: The development plan for the Land attached to the First Amendment as the First Amended Exhibit C (which replaces and supersedes Exhibit C in the Original Wastewater Services Agreement. (s) Line A: The portion of the Interceptor to be constructed by Owner, the District or others in accordance with Applicable Laws and this Agreement (and, if by others, in accordance with the terms and conditions First Amendment to Wastewater Services Agreement Page - Parmer Ranch Partners, L.P. and NWWCMUD 2 of the agreement between the constructing party and the City) being twenty-one inches (21") in diameter and extending from the currently existing terminus of a City -owned wastewater interceptor line at a point along Pedernales Falls Drive between Rocky Hollow Creek Drive and Silver Spur Blvd. and thence northward to its planned intersection with Line B (defined herein), the approximate location of which is shown on the First Amended Exhibit D, attached to the First Amendment, with the final location to be determined by the City during design. (t) Line B The portion of the Interceptor to be constructed by Owner, the District or others in accordance with Applicable Laws and this Agreement (and, if by others, in accordance with the terms and conditions of the agreement between the constructing party and the City) being twenty-one inches (21") in diameter and extending from its planned intersection with Line A (defined herein) and continuing to its point of connection with Line B-1 (defined herein) on the west side of CR 245, the approximate location of which is shown on the First Amended Exhibit D, 2attached to the First Amendment, with the final location to be determined by the City during design. (u) Line B-1: The portion of the Interceptor to be constructed by Owner or the District or others in accordance with Applicable Laws and this (and, if by others than the City, in accordance with the terms and conditions of the agreement between the constructing party and the City) having a minimum diameter of twenty-one inches (21") (unless the diameter is increased to a "City Size" under the terms and conditions of Article III of this Agreement) extending from the terminus of Line B (defined herein) on the west side of CR 245 thence westward across the Somerset Remaining Property (defined herein) to Williams Drive (RM 2338), the location of which is generally shown on the First Amended Exhibit D, attached to the First Amendment, with the final location to be determined by the City during design. (v) Line C: The portion of the Interceptor to be constructed by Owner or the District or others in accordance with Applicable Laws and this Agreement (and, if by others, in accordance with the terms and conditions of the agreement between the constructing party and the City) being twenty-one inches (21") in diameter extending from the terminus of Line B- 1 (defined herein) thence northwestward across land owned by others to a point on the Land near Williams Drive (RM 2338), the location of which is generally shown on the First Amended Exhibit D, attached to the First First Amendment to Wastewater Services Agreement Page - Parmer Ranch Partners, L.P. and NWWCMUD 2 Amendment, with the final location to be determined by the City during design. (w) Line C-1: The portion of the Interceptor to be constructed by Owner or the District or others in accordance with Applicable Laws and this Agreement (and, if by others, in accordance with the terms and conditions of the agreement between the constructing party and the City) being eighteen inches (18") in diameter extending from the terminus of Line C (defined herein) thence northward on the Land generally paralleling the boundary of the Land and Williams Drive (RM 2338), the location of which is generally shown on the First Amended Exhibit D, attached to the First Amendment, with the final location to be determined by the City during design. (x) On -Site Wastewater Facilities. All wastewater facilities internal to the Land that are necessary to provide wastewater collection services to the Land. (y) Original Wastewater Services Agreement: That certain Wastewater Services Agreement by and among the Parties dated to be effective on December 15, 2015 and recorded as Document No. 2016001483 in the Official Public Records of Williamson County, Texas. (z) Owner: Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, or its permitted delegates and assigns. (aa) Prior Agreement: Collectively, the "Settlement Agreement" dated May 12, 2009 and the "Utility Facilities Construction and Conveyance Agreement" dated May 13, 2009 by and between the City, Chisholm Trail Special Utility District, 3 B&J Wastewater Company, Inc., Bill Benton, Jane Ann Benton and Brandon Keith Benton, Owen/Wilco 160, L. P., and Parmer Ranch Partners, L. P. which contemplated that wastewater service would be provided to the Land and to other properties owned by the private parties to the Prior Agreement pursuant to a wastewater treatment plant permitted under Commission Permit No. 001491101. (bb) Required Easements: Collectively, but without limitations, the temporary construction and access easements, and the permanent utility and access easements, necessary for installing, placing, constructing, operating, using, maintaining, repairing, modifying, upgrading, rebuilding, replacing, upgrading, monitoring, inspecting, replacing, making connections with, removing, relocating, decommissioning and/or accessing the Interceptor and all related appurtenances. First Amendment to Wastewater Services Agreement Page - Parmer Ranch Partners, L.P. and NWWCMUD 2 (cc) Related Agreements: Collectively, the Agreement, the Consent Agreement, the Water Services Agreement; the Strategic Partnership Agreement; and the Partial Assignment of Receivables Agreement by and between the Parties relating to the Land. (dd) Wastewater Impact Fee. The fee determined by the City Council of the City in accordance with Chapter 395, Texas Local Government Code, to recoup costs of capital improvements to the City's wastewater utility system. ARTICLE II AMENDMENTS TO ARTICLE II OF THE ORIGINAL WASTEWATER SERVICES AGREEMENT PERTAINING TO INTERCEPTOR DESIGN AND CONSTRUCTION 2.01 Section 2.01 of the Original Wastewater Services Agreement pertaining to "General" is hereby deleted in its entirety and replaced with the following: 2.01 Conditions Precedent to Effectiveness of First Amendment. The First Amendment shall not have any effect unless and until all of the conditions precedent listed below are met: a. The First Amendment has been fully executed by duly authorized representatives of Owner, District, and the City; and b. The Required Easements for Line C and Line C-1 and the accompanying Easement Documentation have been provided by Owner to the City are in form and substance compliant with the requirements of Article II of the Agreement. If all the foregoing conditions precedent are not met, the Parties agree that the Original Wastewater Services Agreement remains in full force and effect and that none of the Parties have waived any rights thereunder. 2.02 Section 2.02 of the Original Wastewater Services Agreement pertaining to "Design" is hereby deleted in its entirety and replaced with the following: 2.02 Design. Owner or District shall, at no cost to the City, cause Engineer to prepare design drawings, specifications, bid documents and design documents for the construction of the Interceptor in compliance with the Applicable Laws (collectively, the "Interc tar Plans"). The Interceptor shall be placed in the general location depicted on the attached First Amended Exhibit D with the final location of the Interceptor to be determined by the City in its First Amendment to Wastewater Services Agreement Page 7 - Farmer Ranch Partners, L.P. and NWWCMUD 2 reasonable discretion based on sound engineering principles. Upon completion of the preliminary Interceptor Plans, Engineer shall submit a set of the preliminary Interceptor Plans to the City for the City's review and approval. The City shall provide comments to Engineer on the preliminary Interceptor Plans within twenty (20) business days after receipt thereof. If the City disapproves any element of the preliminary Interceptor Plans, it shall so advise Engineer and the process shall be repeated until the Interceptor Plans are approved by the City. Regarding the Interceptor Plans, the City, Owner and the District agree: (1) The Interceptor Plans must include a construction schedule demonstrating that construction of the Interceptor is to be commenced on or before the Commencement Date, and that the Interceptor is to be completed and accepted by the City for operation on or before the Completion Date. Construction of the Interceptor may be phased; however, the Interceptor must be built in its entirety and completed no later than the Completion Date; and (2) The Interceptor Plans must include the Engineer's estimate of probable cost; and (3) The Interceptor Plans must show that the elevation of the Interceptor discharge will match the elevation of the then - existing portions of the Interceptor designed and/or constructed by others as of the time of submittal of the draft Interceptor Plans to the City; and (4) Except as otherwise provided in Section 2.03(f)(2) of the First Amendment, all Easement Documentation for the Required Easements pertaining to the Interceptor must be submitted to the City together with the Interceptor Plans. 2.03 Section 2.03 of the Original Wastewater Services Agreement pertaining to "Easements" is hereby deleted in its entirety and replaced with the following 2.03 Easements. (a) General. Except as otherwise provided Section 2.03(f)(2) of the First Amendment pertaining to the Required Easements for Line B-1, Owner or the District must obtain all Required Easements necessary for the Interceptor, including those portions of the Interceptor to be placed outside First Amendment to Wastewater Services Agreement Page - Farmer Ranch Partners, L.P. and NWWCMUD 2 the boundaries of the Land, at no cost to the City, unless some or all of the Required Easements for the Interceptor have been obtained by others, accepted by the City, and recorded in the Official Public Records of Williamson County, Texas prior to the Commencement Date. (b) Location. Required Easements that are not located with prior written City approval within the boundaries of City -owned right-of-way must be permanent, exclusive, utility -specific easements having permanent access from a public road or from an access easement in favor of the City. The location of the permanent Required Easements for the Interceptor shall be in the areas generally shown on the First Amended Exhibit D with the final location to be approved by the City during the design phase. (c) Additional Requirements - Permanent Required Easements. The width of all permanent Required Easements for the Interceptor shall be at least the widest of (i) fifteen feet (15'), or (ii) for any appropriate pipe segment, 1.5 times the depth of the deepest line that may, with the prior written approval of the City, be placed in the Required Easement. (d) Additional Requirements - Temporary and Permanent Access Required Easements. All temporary construction and temporary and permanent access Required Easements shall be in widths and locations acceptable to the City in its reasonable discretion. (e) Form. All Required Easements shall be in forms substantially similar to the forms of easements attached to the Original Wastewater Services Agreement as Exhibit E as approved by the City Attorney. For the avoidance of doubt, the City will not accept assignment to it of a private easement as a "Required Easement." (f) Deadlines for Conveyance of Easement Documentation and Required Easements. (1) Line A and Line B. All Easement Documentation and Required Easements for Line A and Line B shall be provided to the City on or before the Commencement Date. (2) Line B-1. The Parties agree that the only Required Easement for the Interceptor that has been executed by the grantor thereof and recorded in the Official Public Records of Williamson County, Texas is for Line B-1, the easement for which is recorded as Document No. 2018042854 in the Official Public Records of Williamson County, and a copy of which is attached to the First Amendment as Exhibit H. First Amendment to Wastewater Services Agreement Page 9 - Parmer Ranch Partners, L.P. and NWWCMUD 2 (3) Line C and Line C-1. All Easement Documentation and Required Easements for Line C and Line C-1 shall be provided to the City when required by Section 2.01(b) of the First Amendment, and receipt of same by the City are conditions precedent to the effectiveness of the First Amendment. (g) Eminent Domain. If after using good faith efforts to do so, Owner and the District are unable to obtain any Required Easements that are not located on the Land (the "Offsite Required Easemods"), the City shall acquire said Offsite Required Easements, using its power of eminent domain if necessary, at Owner's and District's sole cost and expense and subject to the conditions set forth herein. Within sixty (60) days of receipt of the written request from Owner or District requesting that the City acquire the Offsite Required Easements and documenting their good faith efforts to secure the Offsite Required Easements (including but not limited to offers, counteroffers, positions of the parties, valuation documentation, etc.), City shall provide a preliminary written estimate to the Owner and District of projected costs and expenses related to acquisition of the Offsite Required Easements. Owner or District shall provide payment in the full amount of the written estimate to the City within thirty (30) days after receipt of the written estimate. Owner or District shall pay all costs and expenses incurred by the City relating to the acquisition of the Offsite Required Easements, including, without limitation, costs of negotiating easements with landowners, preparation of easement instruments and surveys, payment of a negotiated sum for purchase of an casement, and purchase or condemnation costs incurred by the City, including any litigation related thereto (including legal fees, witness fees and costs, and court costs). If the actual costs of easement acquisition exceed the original estimate, Owner or District shall provide payment of the additional amount within fifteen (15) days of receipt of a written request for payment from the City. If the actual costs of easement acquisition are less than the sums paid by Owner or District to the City, the City shall promptly refund the excess amount to Owner or District, as appropriate, within fifteen (15) days of receipt of a written request for payment by either of them. (h) Easement Documentation. At least thirty (30) days prior to the deadline for conveying a Required Easement to the City, Owner shall, at no cost to the City, provide the Easement Documentation to the City. The City will review the Easement Documentation and provide comments on same to Owner. Owner shall revise and resubmit the Easement Documentation First Amendment to Wastewater Services Agreement Page 10 - Parmer Ranch Partners, L.P. and NWWCMUD 2 making such revisions as necessary to conform to the City's comments on same not later than thirty (30) days from the date of receipt of the City's comments. This process shall continue until the City approves the Easement Documentation, in its sole discretion. Closing on a Required Easement shall occur not later than thirty (30) days after the City's final approval of all Easement Documentation (i) Title Commitment/Insurance. Owner shall, at no cost to the City, obtain title commitment(s) and title insurance polic(ies) in favor of the City for all permanent Required Easements for the Interceptor with the title polic(ies) having only those standard, pre-printed exceptions that are reasonably acceptable to the City Attorney. To the extent any person has granted a lien or other encumbrance on all or any portion of the land upon which the above -referenced improvements will be constructed or which will be used for permanent access prior to the date the Required Easement is recorded, Owner shall cause the holder of such lien or encumbrance to execute such instruments as the City Attorney and title company may require to evidence the fact that the lien or other encumbrance has been subordinated by the holder in favor of the City. 0) Costs. The recording costs and preparation of the Easement Documents shall be at no cost to the City, such costs being the responsibility of Owner. Owner shall pay all pre- and post -closing property taxes, liens, and all closing costs so that the City takes all Required Easements free of all taxes and liens (including any rollback taxes). (k) Recording. No Required Easement may be recorded in the Official Public Records of Williamson County, Texas unless and until the City Attorney has reasonably approved the easement as to form, as evidenced by the City Attorney's signature on the easement instrument. Owner or District shall pay all recording costs. ARTICLE III AMENDMENTS TO ARTICLE III PERTAINING TO ADDITIONAL WASTEWATER SERVICE OPTION IMPROVEMENTS Article III of the Original Wastewater Services Agreement is hereby deleted in its entirety and replaced with the following: ARTICLE III SPECIAL PROVISIONS FOR LINE B-1 First Amendment to Wastewater Services Agreement Page 11 - Parmer Ranch Partners, L.P. and NWWCMUD 2 3.01 City Line B-1 Notice. The Parties agree that at any time prior to the City's final approval of the construction plans for Line B-1, the City may determine that the diameter of Line B-1 needs to be greater than twenty-one inches (21") in order to allow the City to provide wastewater service to the Land/or to land other than the Land. If the City so determines, City shall provide Notice to Owner and District so stating (the "City Line B-1 Notice"). The City Line B-1 Notice shall specify a pipe diameter greater than twenty-one inches (21") needed by the City for Line B-1 (the "City Size"), the City's proposed project schedule. The provisions of Article II of this Agreement shall apply to Line B-1 sized at the City Size. 3.02 Construction of Line B-1 (a) As a Twenty -One Inch (21") Diameter Line. If the City did not provide the City Line B-1 Notice, then Owner or District shall construct Line B-1 as a twenty-one inch (21") diameter wastewater line at Owner's or District's sole cost and expense and at no cost to the City. (b) At the City Size. If the City provided the City Line B-1 Notice, Owner or District shall (i) prepare and submit to the City for its review and approval the design for Line B-1 sized at the City Size specified in the City's Line B-1 Notice; (ii) prepare and submit to the City for its review and approval the draft bid documents having two bid alternates: one alternative being construction of Line B-1 at the City Size and the other alternative being construction of Line B-1 as a twenty-one inch (21") wastewater line; (iii) after the bid documents are approved by the City, bid the construction of Line B-1 at both the City Size and as a twenty-one inch (21") wastewater line in accordance with all Applicable Laws and any other public bidding requirements that would be applicable to the City if the City were constructing Line B-1 at any size; (iv) submit copies of all bids received to the City; and (v) if a bid is approved by the City in writing, award the construction contract to the bidder approved by the City and construct Line B-1 at the City Size specified in the City's Line B-1 Notice and in accordance with the City -approved bid, this Agreement, and Applicable Laws. Notwithstanding anything to the contrary in this Agreement, the City reserves the right to reject all bids for constructing Line B-1 at the City Size, and the District and the City each agree to act on accepting or rejecting the bids within forty-five (45) days after the bid opening date. 3.03 City Obligations Related to City Line B-1 Sized at the City Size. If Owner or District constructs Line B-1 at the City Size and also has complied with the provisions of Articles II and III of this Agreement, the City shall reimburse Owner or District for the difference in the cost of constructing Line B-1 at the City Size, less the estimated cost of constructing Line B-1 as twenty-one inch (21") diameter line, with the estimated cost of constructing Line B-1 as a twenty-one inch (21") diameter line to be based solely on difference between the two bid alternates described in Section 3.02(b) of First Amendment to Wastewater Services Agreement Page 12 - Parmer Ranch Partners, L.P. and NWWCMUD 2 the First Amendment. Such reimbursement shall be paid by the City to Owner or District not later than ninety (90) days after the City's acceptance of Line B-1 for ownership, operation and maintenance. ARTICLE IV AMENDMENTS TO ARTICLE IV OF THE ORIGINAL WASTEWATER SERVICES AGREEMENT PERTAINING TO WASTEWATER IMPACT FEES AND OTHER FEES 4.01 Section 4.01 of the Original Wastewater Services Agreement pertaining to "Capacity" is hereby deleted in its entirety and replaced with the following: 4.01 Wastewater Impact Fees and Potential Wastewater Impact Fee Reimbursement — Lines A, B, B-1, C and/or C-1. (a) General. Owner and District agree that the Wastewater Impact Fee shall be assessed and collected for each Connection authorized on a final plat at the time that every final plat for all or any applicable portion of the Land is approved by the City, and agree that payment of the Wastewater Impact Fees are a condition of final plat approval. Owner and District further agree that the amount of the Wastewater Impact Fee shall be the amount in effect at the time of final platting under the applicable City ordinance for the impact fee service are that included the Land or the portion of the Land being final platted. (b) Potential Impact Fee Reimbursement Payment. The Parties acknowledge that as of the Effective Date certain costs related to Lines A, B, B-1, C and C-1 of the Interceptor are in the City's Wastewater Impact Fee. For so long as the City's Impact Fee ordinance includes all or a part of the costs of Lines A, B, B-1, C and C-1 in the City's Wastewater Impact Fee, the following provisions shall apply: If Owner or District design and construct Lines A, B, B-1, C and C-1, or any portion thereof that is accepted by the City, in compliance with this Agreement at no cost to the City, then as consideration for same, commencing after final acceptance by the City of Lines B, B-1, C and C-1, or any portion of said Lines that are constructed by Owner or District and accepted by the City, the City shall reimburse Owner or District that portion of the City's Wastewater Impact Fee collected by the City on a per Connection basis for Connections on the Land associated with Lines A, B, B-1, C and C-1, or any portion of said Lines that are constructed by Owner or District and accepted by the City, in an amount equal to the portion of the City's Wastewater Impact Fee associated with Lines A, B, B-1, C and C-1, or any portion of said Lines that are constructed by Owner or District and accepted by the City (but not including costs associated with replacement or refurbishment) (the "Impact Fee Reimbursement Payments"), provided that the City's First Amendment to Wastewater Services Agreement Page 13 - Parmer Ranch Partners, L.P. and NWWCMUD 2 obligation to make Impact Fee Reimbursement Payments is subject to the following additional limitations: (1) Impact Fee Reimbursement Payments will be made only from Wastewater Impacted Fees actually collected by the City for Connections within the Land and from no other source; and (2) Impact Fee Reimbursement Payments shall be paid by the City to Owner or District annually on or before March 31 beginning in the calendar year following acceptance by the City of Line B for operation and maintenance, and ending on the date that is ten (10) years after the City's first payment to Owner or District of an Impact Fee Reimbursement Payment under this Section, after which time the City shall have no obligation to make any further Impact Fee Reimbursement Payments to Owner or District, or otherwise pay, credit, or reimburse Owner or District for any impact fees for any portion of the Interceptor; and (3) The annual Impact Fee Reimbursement Payment shall be calculated based on the number of Connections within the Land for which Wastewater Impact Fees were collected by the City during the preceding calendar year, except that the first Impact Fee Reimbursement Payment shall be for the number of Connections within the Land for which Wastewater Impact Fees were collected by the City during the period beginning on the date of the City's acceptance of Line B until the end of the calendar year in which Line B was accepted by the City; and (4) The cumulative total amount of all Impact Fee Reimbursement Payments shall not exceed the actual construction -related costs (including environmental assessment costs, environmental permitting costs, Williamson County Conservation Foundation cave mitigation fees, engineering, surveying, and construction) of Lines A, B, B-1, C and C-1, or the portion of said Lines that are constructed by Owner or District and accepted by the City; and (5) Impact Fee Reimbursement Payments shall not be given to wastewater service Connections exceeding the Connection Limit. First Amendment to Wastewater Services Agreement Page 14 - Parmer Ranch Partners, L.P. and NWWCMUD 2 (c) Special Provision for Line B-1 at City Size. Notwithstanding anything to the contrary in the Agreement or the First Amendment, if Owner or Developer construct Line B-1 to the City Size, and if the City pays Owner or Developer the amount due for same under Section 3.03 of the First Amendment, then (x) the provisions in Section 4.01(b)(1), (2), (3) and (5) of the First Amendment shall apply to the Impact Fee Reimbursement Payment calculation; and (y) the cumulative total amount of all Impact Fee Reimbursement Payments shall not exceed the actual cost of constructing Lines A, B, B-1, C and C-1, or the portion of said Lines that are constructed by Owner or District and accepted by the City, less the amount paid by the City to Owner or Developer under Section 3.03 of the First Amendment. The Parties agree that such adjustment to the Impact Fee Reimbursement Payment is necessary to avoid overpaying Owner or Developer for constructing Line B-1 to the City Size. 4.02 Section 4.02 of the Original Wastewater Services Agreement pertaining to "Capacity" is hereby amended to provide as follows: 4.02 Capacity. Upon payment of the Wastewater Impact Fee, the City agrees to guarantee capacity in the City's wastewater utility system in an amount equal to the number of Connections for which Wastewater Impact Fees have been paid. Nothing in this Agreement shall be construed as reserving capacity for the Owner or District in the Interceptor, any existing City wastewater collection or treatment facilities, or any future City wastewater collection or treatment facilities constructed by third parties prior to the payment of Wastewater Impact Fees as provided in this Agreement. Notwithstanding the foregoing, it is understood that Owner or District, as appropriate, shall retain a capacity interest in the Interceptor and the On - Site Wastewater Improvements constructed or financed by Owner and conveyed to or otherwise transferred to the City in an amount sufficient to provide service to the Land. Any conveyance or transfer of such improvements to the City shall not affect Owner's right to seek reimbursement from the District for the costs thereof if constructed or financed by Owner, or the District's right to affect such reimbursement. ARTICLE V AMENDMENTS TO ARTICLE V OF THE ORIGINAL WASTEWATER SERVICES AGREEMENT PERTAINING TO ON -SITE WASTEWATER FACILITIES 5.01 Article V of the Original Wastewater Services Agreement is not amended by the First Amendment. First Amendment to Wastewater Services Agreement Page 15 - Parmer Ranch Partners, L.P. and NWWCMUD 2 ARTICLE VI AMENDMENTS PERTAINING TO ARTICLE VI OF THE ORIGINAL WASTEWATER SERVICES AGREEMENT PERTAINING TO CONDITIONS PRECEDENT TO PROVISION OF RETAIL WASTEWATER SERVICE 6.01 Section 6.01 of the Original Agreement pertaining to Conditions Precedent to Provision of Retail Wastewater Service is hereby deleted in its entirety and replaced with the following: 6.01 Conditions Precedent to Provision of Retail Wastewater Service. The City shall have no obligation to provide wastewater collection or treatment services to the Land unless and until Owner or District have fully performed all the following conditions precedent: (a) Construction of the Interceptor has been completed and accepted by the City for ownership, operation and maintenance for the portion of the Land to be provided with wastewater service and warranties have been provided to the City for same; and (b) Construction of the Onsite Wastewater Improvements has been completed and accepted by the City for ownership, operation and maintenance for the portion of the Land to be provided with wastewater service and warranties have been provided to the City for same; and (c) Owner and District are not in default of any provision of the Related Agreements; and (d) As to each Connection for which wastewater service is requested, the Wastewater Impact Fee and all other fees required for the Connection have been paid to the City in full; and (e) A final plat conforming to the requirements of the Consent Agreement has been recorded in the Official Records of Williamson County, Texas. ARTICLE VII AUTHORITY, TERM, DELEGATION, ASSIGNMENT AND REMEDIES 7.01 Article VII of the Original Wastewater Services Agreement is not amended by the First Amendment. First Amendment to Wastewater Services Agreement Page 16 - Parmer Ranch Partners, L.P. and NW WCMUD 2 ARTICLE VIII INDEMNITY AND RELEASE 8.01 Article VIII of the Original Wastewater Services Agreement is not amended by the First Amendment. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Section 9.03 of the Original Agreement pertaining to Notice is hereby deleted in its entirety and replaced with the following: 9.03 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing it with Federal Express or another service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; or (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement. Notice by United States mail will be effective on the earlier of the date of receipt or three (3) days after the date of mailing. Notice given in any other manner will be effective only when received. For purposes of notice, the addresses of the Parties will, until changed as provided below, be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 or 808 Martin Luther King Street Georgetown, Texas 78626 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 or 808 Martin Luther King Street Georgetown, Texas 78626 Attn: City Attorney Owner: Parmer Ranch Partners, L.P. First Amendment to Wastewater Services Agreement Page 17 - Parmer Ranch Partners, L.P. and NWWCMUD 2 4718 Mill Creek Dallas, TX 75244 USA Attn: Joe R. Owen With a copy to: Owen Holdings Inc. 13760 Noel Road, Suite 1020 Dallas TX 75240 Attn: Joe R. Owen, President District: Ronald J. Freeman Attorney at Law 201 N. Railroad Ave. Pflugerville, TX 78660 The Parties may change their respective addresses to any other address within the United States of America by giving at least five (5) days' written notice to the other Parties. Owner and the District may, by giving at least five (5) days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. 9.02 Section 9.10 of the Original Wastewater Services Agreement pertaining to Exhibits is hereby deleted in its entirety and replaced with the following: 9.10 Exhibits. Exhibits C and Exhibit D are hereby repealed. First Amended Exhibit C, First Amended Exhibit D, and Exhibit H are hereby adopted. All references in the Original Wastewater Service Agreement to Exhibit C shall mean and refer to the First Amended Exhibit C attached hereto. All references in the Original Wastewater Service Agreement to Exhibit D shall mean and refer to the First Amended Exhibit D. The following exhibits are adopted and made a part hereof for all purposes: First Amendment to Wastewater Services Agreement Page 18 - Parmer Ranch Partners, L.P. and NWWCMUD 2 EXHIBIT DESCRIPTION REFERENCE Exhibit A Metes and Bounds Attached to Original Wastewater Service Description of Land Agreement Exhibit B Sketch of Land Attached to Original Wastewater Service A reement Exhibit C Land Plan Repealed First Amended First Amended Attached to First Amendment Exhibit C Land Plan Exhibit D Interceptor Repealed Location and Description Ma First Amended Interceptor Attached to First Amendment Exhibit D Location and Description Ma Exhibit E Form of Easements Attached to Original Wastewater Service Agreement Exhibit F Insurance and Attached to Original Wastewater Service Bond Requirements Agreement Exhibit G Assignment and Attached to Original Wastewater Service Assumption Agreement Agreement Exhibit H Required Easement Attached to First Amendment for Line B-1 of the Interceptor (recorded) Water Line Easement ARTICLE X 10.01 Effect on Original Wastewater Services Agreement. Except as provided in this First Amendment, the Original Wastewater Services Agreement remains in full force and effect and the terms and conditions of the Original Wastewater Services Agreement have not been modified or amended. All capitalized terms used herein shall have the meanings assigned to them in the Original Wastewater Services Agreement or this First Amendment. 10.02 Recordation. This First Amendment shall be recorded in the records of Williamson County, Texas at Owner's expense. Owner shall obtain and record subordination agreements for any lender liens on the Land or other interests in the Land, and on the City's interests under this Agreement and the Related Agreements, and the City's interests in the improvements to be constructed hereunder and transferred to the City, that are prior to the time of recordation of this Agreement. First Amendment to Wastewater Services Agreement Page 19 - Partner Ranch Partners, L.P. and NW WCMUD 2 10.03 Effective Date. This First Amendment to the Wastewater Services Agreement shall be effective on the latest date accompanying the signatures of the duly authorized representatives of the Parties shown on the following signature pages. [Signature pages follow.] First Amendment to Wastewater Services Agreement Page 20 - Parmer Ranch Partners, L.P. and NWWCMUD 2 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY: CITY OF GEORGETOWN, TEXAS Date: ATTEST: Robyn Densmore, 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 2019, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. [SEAL] Notary Public State of Texas First Amendment to Wastewater Services Agreement Page 21 - Parmer Ranch Partners, L.P. and NW WCMUD 2 OWNER: Parmer Ranch Partners, L.P., a Texas limited partnership By: Owen Holdings Inc., a Texas corporation, its general partner Joe R. Owen, President STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me the day of 2019, by Joe R. Owen, in his capacity as president of Owen Holdings, Inc., a Texas corporation, the general partner of Parmer Ranch Partners, L.P., a Texas limited partnership, on behalf of Parmer Ranch Partners, L.P. Notary Public Signature Printed Name: My Commission Expires: First Amendment to Wastewater Services Agreement Page 22 - Parmer Ranch Partners, L.P. and NWWCMUD 2 DISTRICT: NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 2 By: Name: Title: Date: ATTEST: Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 20 by President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: First Amendment to Wastewater Services Agreement Page 23 - Parmer Ranch Partners, L.P. and NWWCMUD 2 First Amended Exhibit C (First Amended Land Plan) d R SI z LU W W Qf 4 co 11.1 U 7 L1C W (n Qf LU S W H co d o�H LU W � 00 w '$' �z R f— rn LL W z s- 0 t-J� m M x W 0 W fl z W a U) cn LL 0 W a J } �G c IL ■ � err -------------- C��s= ..� r ■ ■ ■ �.��'��r O y v v 3 v w � � v cc co L} w v y � W e � J 0 � H Exhibit H (Required Easement for Line B-1 of the Interceptor (recorded)Water Line Easement) (Document No. 2018042854 in the Official Public Records of Williamson County, TX) First Amendment to Wastewater Services Agreement - Parmer Ranch Partners, L.P. and NWWCMUD 2 o D -7 3 '7 3 a. Al 2018042854 ESMT Total Pages: 11 mill willl� 11111 Georgetown Title Company, Inc. WASTEWATER EASEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE P , COUNTY OF WILLIAMSON § This Agreement (this "Agreement") is made on the 10'$ day o 4�2�)8 (the "Effective Date"), at Georgetown, Texas, between Somerset Hills, L ., a Iimited partnership whose address is 4106 Honeycomb Rock Circle, Austin, 're (hereinafter referred to as "Grantor"), and the City of Georgetown, a Texas home-r b icl corporation, whose address is P.O. Box 409 Georgetown, Texas 78627, ATTN: rgge City Secretary (herein referred to as "Grantee"). 1. For the good and valuableconsideration describe Par hereby GRANTS, SELLS and CONVEYS to Gramme, EXCLUSIVE easement and right-of-way (t "E m construction, operation, repair, maintenance, �r pla relocation and/or removal of wastewater )i ed "Facilities") on, over, under, and acr s the owing Grantor, to wit: Being all that ce i tract, pi or parcel of land lying and being situated in the Cou Wil son, State of Texas, being more particularly described ,� s and bounds in Exhibit A and by diagram in 1& bit B attadtled hereto and made a part hereof for all purposes (�rt sornetimes referred to as the "Easement Area" or the "Prod " ar cap17 2 below, Grantor censors and assigns, an ent") for the placement, ent, upgrade, rebuilding, facilities (collectively, the described properly of the 2. The Easement�aA tlie' k1y nd privileges herein conveyed, are granted for and in consideration of One and No/100 Dollars ($1.00) and other good and valuable cons' io rantor in hand paid by Grantee, the receipt and sufficiency ofwhi! is h by a owledged and confessed. 3. Tl �] wi its rights and privileges, shall be used only for the purpose of p i ns ting, operating, repairing, maintaining, rebuilding, replacing, up r ng, cating, and/or removing the Facilities. The Easement additionally ek e £allowing rights: (1) the right to change the size of the Facilities; (2) the rcl cate the Facilities within the Easement; and (3) the right to remove from he Ea ent all trees and parts thereof, or other obstructions, which endanger or may with the efficiency and maintenance of the Facilities. 4. e: duration of the Easement is perpetual. Grantor and Grantor's heirs, personal representatives, successors, and assigns are and shall be bound to WARRANT and FOREVER DEFEND the Easement and the rights GEORGETOWN WASTEWATER EASEMENT Page 1 2721627.3 2018042854 Page 2 of 11 conveyed in this Agreement to Grantee and Grantee's successors and assigns, every person lawfully claiming or to claim all or any part thereof; subject, hi to the matters shown on the title insurance policy furnished to Grantee in c� with this Easement. C 6. The Easement, and the rights and privileges granted by this iVare EXCLUSIVE to Grantee, and Grantee's successors and assig d rantor covenants that Grantor shall not convey any other easemerrt, flicting right to use in any manner, the area (or any portion thereof] v y this grant. Notwithstanding the foregoing, Grantor may, with the pr's tten sent of the City in the form of a License to Encroach and in a ma that e� not materially interfere with Grantee's rights herein as allowed by thei Georgetown Code of Ordinances Chapter 3.21 and the City of Georgetowevelopment Code (both as may be amended from time to time), do an•ape or re of the following in the Easement Area ("Grantor's Improvement— R.a (1) place irrigation improvements and landscaping within portions the ement Area, and (ii) cross or cover the Easement Area with roadways and r6llh ed i rovements and install other utility facilities, and (iii) any other act' on that does not materially interfere with Grantee's future ability to i stall operate the Facilities. Grantor, at Grantor's expense, will repair an a e q C tee's improvements and facilities situated in the Easement Are o sement Area caused by Grantor's exercise of any of Grantor's roveme 'gbts following Grantee's installation of the Facilities. 7. In addition to the lase rights, and privileges herein granted, Grantee shall have the temporary right to us e,surface of any property owned by Grantor which is within twenty foot (2 Qf h ,Easement Area (the "Temporary Easement Area") to the extent siecessary Cct and install the Facilities within the Easement Area. Upon the COMA uc construction and installation, Grantee shall restore the surface of the T a. sement Area to the condition in which the same was found before uch, k was undertaken, and Grantee's right to use any portion of Granto p rty cent to the Easement Area shall thereupon terminate for all pun 8. s 8 a t✓ ntains the entire agreement between the parties relating to its su J matt Any oral representations or modifications concerning this Agreement s I no force and effect. Any subsequent amendment or modification must be ,arrwr�tipg d agreed to by all parties. �he fins of this Agreement shall be binding upon Grantor, and Grantor's heirs, pravnal representatives, successors, and assigns; shall bind and inure to the benefit of Grantee and any successors or assigns of Grantee; and shall be deemed to be a covenant running with the land. GEORGETOWN WASTEWATER EASEMENT Page 2 2721627.3 2018042854 Page 3 of 11 IN WITNESS WHEREOF, Grantor has caused this instrument to be executed n the dates set forth in the acknowledgments below, in all cases to be EFFECTIVE AS -OF the Effective Date. [Signature Pages Follow] [Remainder of Page Intentionally Left Blank] APPROVED AS TO FORM: Charlie McNabb, City Attorney GEORGETOWN WASTEWATER EASEMENT Page 3 2721627.3 2018042854 Page 4 of 11 SOMERSET HILLS, LTD., a Texas limited partnership By: SOMERSET HILLS MANAGEMkNTT II, LLC, a Texas Iimited liability porn p� y,, i* General Partner i ti. A notary public or other officer completing this certificate verifies only tl1C ' ity o e individual who signed the document to which this certificate is attached, and not the trot 7 In curacy, or validity of that document. State of California County of On 0► before mi r)ata l personally appeared who proved to me on the basis of satisfactory subscribed to the within instrument a ekm hi /hertheir authorized capacity(jes'f, an I perso; or the entity upon behalfp^f—b h n I certify under PENALTY paragraph is true and corrects—/ Ma NOTARY PUBLIC H Inscrl Mime and Title or -the Officer S�Lnt r(s) be the personj'whose name��/aye me that he/she/they executed the same in by his/hakheir signature�'on the instrument the �ersonW<6ted, executed the instrument. the laws of the State of California that the foregoing r-LVIA Rnnape- ci COW #2084609 NOTARYPUBLIC • CALIFORNIAA RIMSIDECOUNTY -• ComtrossM ' $OCT 19 2018 (Seal) 2018042854 Page 5 of 11 SOMERSET HILLS, LTD., a Texas ited partnership By: SOMERSET HILLS MANA E 1, 41 LLC, a Texas It ited IiabiI' ny, its General Partn By: Terry Wrrgh M geld -, THE STATE OF NEVADA § COUNTY OF CLARK § This instrument was acknowledged before me this Manager of Somerset Hills Management II, LLC,`�e partner of Somerset Hills, Ltd., a Texas limited p ierss company and limited partnership.; (SEAL) t y gg May 2018 by Terry Wright, rrtited liability company, general on behalf of said limited liability Iic Signature USA D. BFENA STAATTEOFOF AM 2018042854 Page 6 of 11 AFTER RECORDING, RETURN TO GRANTEE: City of Georgetown Attn: Rea[ Estate Services Coordinator P.O. Box 409 Georgetown, Texas 78627 2018042864 Page 7 of 11 Exhibit "A" PAPE-DA WSON r0j ENGINEERS ONE FIELD NOTES FOR A 1.892 ACRE OR 82,396 SQUARE FEET TRACT OF LAND OUT OF A CA�.,w3 I ] ACRE TRACT OF LAND IN DEED TO SOMERSET HILLS, RECORDED IN, OCU, ENT NUMBER 2008038761 OF THE OFFICIAL PUBLIC RECORDS OF WILLI I-i:SQ'N-COUNTY, TEXAS, BEING SITUATED IN THE LEWIS P. DYCHES SURVEY, AlI Tib& NO. 171, WILLIAMSON COUNTY, TEXAS. SAID 1.892 ACRE TRACT S Or -MORrE FULLY DESCRIBED AS FOLLOWS, WITH BEARINGS BASED ON THEW 5'tpORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE FROM 'E I t3 tTH AMERICAN DATUM OF 1983 NAD 83 (NA2011) EPOCH 2O10.00. COMMENCING at a %x" iron rod with yellow cap marked ",-PapiaAii" found on a point in the east right-of-way line of Ranch to Market Road 2338, sai oi' b%,,! the northwest comer of said Remnant Portion, also being the southwest corner of a-IIte 00 acre tract (Tract II) conveyed to Circle B-Y Partners, LTD. &Myra rrn—Y�t:ng.-recorded in Document No. 2009038694 of the Official Public Records of William qn Co*y, Texas; THENCE along the arc of a curve to the right; with-t. r bafight-of-way of Ranch to Market Road 2338, same being the west boundary 1'inc'of said�, *nant Portion, said curve having a radius of 1705.00 feet, a central angle of 6! 3w19"=ay a)chord bearing and distance of S 24°08'05" E, 164.26 feet, an are length of 1a calculated point of tangency; THENCE S 21002100" E continuing w�tkthe line of Ranch to Market Road 2338, same being the west boundary line ofsaid Remnant Portion, a distance of 202.20 feet to a calculated point for the northwest cvrfi�r a td POINT OF BEGINNING hereof; THENCE, departing the ea" t-t ay F, �e of said Ranch to Market Road 2338, through the interior of said 317.51 acre tracf, t e�f6l10 ng seven (7) courses and distances: 1. S 78°11'21" E, a l fancel 42.13 feet to a calculated point hereof, 2. S 67°30'0 1344.09 feet to a calculated point hereof, 3. S 7803 ' ��isi ce of490.66 feet to a calculated point hereof, 4. N 79°4 ' 3 distance of 487.95 feet to a calculated point hereof, S. N 4 5152, a distance of 491.72 feet to a calculated point hereof, 6. 8 ' E, a distance of 487.08 feet to a calculated point hereof, TBPE Finn Registration #4701 TBAS Firm Registration #1002BSD1 Austin I San Antonio I Houston 1 Fort Worth I Dallas Transportation I. Water Resources I Land Development I Surveying I Environmental 10B01 N MaPac Expyr., Bldg. 3, Suite 200, Austin. TX 78759 512.454.8711 www.Pape-D wsan.com 2018042854 Page 8 of 11 1.892 Acre Job No. 59015-15 Page 2 of 2 7. N 69107103" E, a distance of 403.66 feet to a calculated point in the west ri, line of a County Road 245, same being the east boundary line of said Remnant 1 the northeast corner hereof, from which a %' iron rod with yellow cap marl Dawson" found at the northeast comer of said Remnant Portion, same bein comer of said 125.00 acre tract, bears N 21 ° 19'57" W, a distance of 1004.1/T+ THENCE S 21019157" E, with the west right-of-way line of said County the east line of said Remnant Portion, a distance of 30.00 feet to a G easternmost southeast comer hereof; , THENCE, departing the west right-of-way line of County Road 245, t Remnant Portion the following seven (7) courses and distances: 1. S 69°07'03" W, a distance of 400.29 feet to a calculated ti t he, 2. S 55°25'08" W, a distance of 481.69 feet to a calcul� ereof, 3. S 48135152" W, a distance of 498.28 feet to a hereo f, for the of said 4. S 79*40103" W, a distance of 502.05 feet to a=1cuated point hereof, 5. N 78135154" W, a distance of 499. eet to point hereof, 6. N 67*30107" W, a distance of 344.1 t to culated point hereof, 7. N 78111'21" W, a distance of)"6 feet to a`calculated point in the east right-of-way line o said Ranch to Market Road 2�3 ame being the west boundary line of said Remnant Portion for the westernmostthWeorner hereof, THENCE N 2192'00" W of -way line of Ranch to BEGINNING and containii in accordance with a surW Dawson Enp-ineers..ifie. PREPARED BY: atolagi DATE: 201 JOB No.: 1 `i DOC.ID.: 1 rH:, y VE' TBPE Firm Rcg' teat' a K 0.0., TBPLS Firm #�ti0288-01 733ofsaid Remnant Portion, same being the east right- 8, a distance of 35.71 feet to the POINT OF in Williamson County, Texas. Said tract being described z ground prepared under Job No. 59015-15 by Pape - Inc. 15115-590151EasementslWord1590I5-I5 1.892 Ac WWEasement.docx Fie"40, PdPAPE-DAWSON ENGINEERS ■no Exhibit "B" 2018042854 Page 9 of 11 D O N CD C- w � --jX * mmwr om � S� IA m � D O0ACffmD �d � toD m a tnV)AC 000 � 0o r � O� O_ Dv ZZZ�-Zlyn ZDz(n8— v�rzjzO�N � N vvOOpNr �mrpar�*IOZN pm0 Zv�'0 .. Owzc coc Z Zm D r �z q D 20MA�-p�--00 p�� m =� Few m mzc:o 0 OX W �m-<D mzm a. -�ZAanZ DD Z• wv(0 Vc]N 1 mrn m oz� cofl Dz�nv m{ v . ZrK C�5 0 *0 F. Z xv Z Z rO D> NMD Or- m �Or 2 7 --A D D vz p zm OO=1M 2Om 8gEZ ❑1 0HONV8 1iW r IL4 202.xZ �� �� •r ��! ^ 52102'gQ�E �P�s'�° vizz /[ � i 411 a I m-U , n 50, zm x twmwt wV3. MATCHLINE SHEET 2 'Em'_,vzzm Zw Q�000m CNv�D-1 r ALOWZ�y� D xoF� 0" my0 A W N r C Z m Z Z VI fnl N + w N + 10 O N (T N z Oi wo 0, can S° z J O O W v O n v 0 0 Coo D mmn m n Im0�o m zrn v Dr Nm0Z 1 00 WrED0 v � cZM m (p CO-6 � m iv in cD `t) �r.. r �. El 0 m z W O n 2018042854 Page 10 of 11 i se X y DOO � —W N m O =s nW �Dmp001mnr�*=4Uu v5 O5Ogr-pD Z�xmlrni MOrn x ;u—x— )�rnDD c7>U z zzx oov,m�oa s mm ��muv0 r imam �CO+'1�x0v �e i V1K zZCZZEm =dW=jWO-qOX rn S o Mp-i—I�D ZZKO, XDmp— MO.,4MW 0� OOD -q� ��po 'Co.WM0Z".C] , D� r)cazC COC Zzrri �7� /= rZ O�M� W(nR1 .a z IyoD iz vi En m O M8 9 rn MATCHLINE SHEET 1 � n1 a Q�•• �i;��„ mz�'NOCD ?O t�`' vlmmn0N p bJ?m cAp f �Lon 0OOMrvj�D ,,may c C:f, w Mx�0 OM �0-- O)Y : rp. <Dnfn��1m [� t� 11fl� •7Z +, CMZWfl0DKN rri 11 Nng 6�-��tP CA �zrn o0 o DnZO'0A O DOmZZzMD m NO D� , 1 tn. DOCO�b 1Vn- �ZN-rm*1Zrn m �� ed31, 1 � 01 b O -qrn M CD7 tflp ii� O 0 '�1 gyp` OKO m DrnNOD� OM Off, m msMO 0 >rnEZ0On> 1 ` fir. rA m fnEninUMr--1-1 �C i / { mO A P*1 Ob0Oocn0ij0 !`/i11 1 z r v z. zvM OrtUDm �� rn : �O m�N �Z4��D0 0o m -J� ra�mz��o n �► 1 Vr1Ox n m fl' rao�z�z z = Z � 1 C� m m Nm�pM o N o s O fn D 4 o Q 1n W m m Co-i-_ pp n a s � O N O 1004.15 cu q DUNS ROAD 245 ID 1 cr, I CM Georgetown Title Company, Inc. 2018042864 Page 11 of it 0 Gl+6wkT+l#' FILED AND RECORDED OFFICIAL PUBLIC RECORDS 2018042854 ESMT Fee: $57.00 05/18/2018 03:25 PM LMUELLER Nancyy L aster County Clerk Uilllamson County, Texas i