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Home My WebLink AboutORD 2020-09 - Consent Agrmt for NWWCMUDORDINANCE NO. 2 02,0 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS APPROVING AN AMENDED AND RESTATED CONSENT AGREEMENT BETWEEN THE CITY OF GEORGETOWN, TEXAS, PARMER RANCH PARTNERS, L.P., AND NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 2 , PERTAINING TO A PROPOSED NEW SUBDIVISION IN WILLIAMSON COUNTY, TEXAS CONSISTING OF APPROXIMATELY 454 ACRES IN THE CITY'S EXTRATERRITORIAL JURISDICTION GENERALLY LOCATED ON THE EAST SIDE OF THE INTERSECTION OF WILLIAMS DRIVE AND RONALD REAGAN BLVD. ON THE NORTH AND SOUTH SIDES OF RONALD REAGAN BLVD. AND CONSISTING OF A PROPOSED SUBDIVISION TO BE CALLED "PARMER RANCH;" REPEALING CONFLICTING ORDINANCES AND RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City has received an application to amend and restate the "Consent Agreement" among the City, Partner Ranch Partners, L.P., and Northwest Williamson County Municipal Utility District No. 2 dated to be effective on December 15, 2015 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016001484, as amended by the "First Amendment to Consent Agreement" recorded in the Official Public Records of Williamson County, Texas as Document No. 2019092165, pertaining to approximately 454 acres of land in the City's extraterritorial jurisdiction for a proposed subdivision to be known as "Parmer Ranch (the "Property");" and WHEREAS, the Amended and Restated Consent Agreement attached to this Ordinance as Exhibit A provides for the development of the Property and construction of public infrastructure pursuant to the terms of the Amended and Restated Consent Agreement; and WHEREAS, the City Council of the City of Georgetown finds that it has the authority approve the Amended and Restated Consent Agreement pursuant to Section 212.172 of the Texas Local Government Code. NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: Section 1. The meeting at which this ordinance was approved was in all things conducted in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. Section 2. 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 Ordinance No. Q-Ol-o ` 0 l Approving Amended and Restated Consent Agreement with NWWCMUD No. 2 Page 1 made a part hereof, as if copied verbatim. The City Council hereby finds that this ordinance complies with the Vision Statement of the City of Georgetown 2030 Comprehensive Plan. Section 3. The City Council hereby adopts and approves the Amended and Restated Consent Agreement in substantially the form attached hereto as Exhibit A. Exhibit A is incorporated into this Ordinance for all purposes by this reference. Section 4. If any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. Section 5. The Mayor is hereby authorized to execute this Ordinance and the Amended and Restated Consent Agreement attached here to as Exhibit A and the City Secretary to attest. The Amended and Restated Consent Agreement and this Ordinance shall become effective in accordance with the provisions of the Charter of the City of Georgetown. Attachment: Exhibit A — Amended and Restated Consent Agreement between the City of Georgetown, Texas, Parmer Ranch Partners, L.P., and Northwest Williamson County Municipal Utility District No. 2 PASSED AND APPROVED ON FIRST READING ON THE 14TH DAY OF JANUARY, 2020. PASSED AND APPROVED ON SECOND READING ON THE 28TH DAY OF JANUARY, 2020. ATTEST: Robyn De smore, City Secretary APPROVED AS TO F M: Charlie McNabb, City Attorney THE CITY OF GEORGETOWN: (16LA Dale Ross, Mayor Ordinance No. 9,01W Q!� Approving Amended and Restated Consent Agreement with NWWCMLTD No. 2 Page 2 AMENDED AND RESTATED 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: Table of Contents ARTICLEI INTRODUCTION ................... , ............ , ... ,............................................................... 1 ARTICLEII DEFINITIONS......................................................................................................... 2 ARTICLE III STATUS OF RELATED AGREEMENTS; EXECUTION OF THIS AGREEMENT............................................................................................................................. 12 3.01 Execution of this Agreement.................................................................................... 12 3.02 Wastewater Services Agreement........................................................................... 12 3.03 Strategic Partnership Agreement.......................................................................... 12 3.04 Execution of Consent to the Partial Assignment of Receivables Agreement. ... 12 3.05 Reimbursement of City Expenses......................................................................... 12 3.06 Limit on Authority.................................................................................................. 13 3.07 Withdrawal of Consent.......................................................................................... 134 3.08 No Incorporation; No Other Special Districts...................................................... 14 3.09 Election on Operation and Maintenance Tax for the Limited District............... 14 3.10 Limit on Exercise of Eminent Domain Powers . .................................................. 14 3.11 Service Contracts and Interlocal Agreements...................................................... 14 3.12 District Property..............................................................................15 ARTICLE IV ISSUANCE OF BONDS...................................................................................... 15 4.01 Issuance of Bonds.................................................................................................... 15 4.02 Authorized Purposes.........................................................................16 4.03 Timing of Issuances................................................................................................ 16 4.04 Amount of Bonds.................................................................................................... 17 4.05 Bond Requirements.................................................................................................. 18 4.06 Economic Feasibility..................................................................................... ... 18 4.07 Notice of Bond Issues.............................................................................................. 18 4.08 Compliance with Agreements................................................................................ 18 4.09 Certifications...........................................................................................................19 4.10 Bond Objections....................................................................................................... 19 4.11 Official Statements................................................................................................ 200 4.12 Limitation on Bond Issuance............................................................................... 200 ARTICLE V TAXES, FEES AND CHARGES.......................................................................... 20 5.01 Tax Rate Considerations for Proposed Bonds ....................................................... 20 5.02 District Fees............................................................................................................. 21 5.03 Reimbursement of City Expenses......................................................................... 21 5.04 Master Development Fee.......................................................................................... 22 5.05 Maintenance Tax Rate........................................................................................... 23 ARTICLE VI LAND DEVELOPMENT.................................................................................. 233 6.01 Land Plan................................................................................................................ 24 6.02 Modifications to the Land Plan............................................................................... 24 6.03 Site Development Plans.......................................................................................... 24 6.04 Plat Approval.......................................................................................................... 24 6.05 Public Infrastructure.............................................................................................. 24 6.06 Easements..............................................................................................................255 Amended and Restated Consent Agreement Northwest Williamson County MUD #2 Page i 6.07 Commencement of Construction; Notice; Inspections .......................................... 25 6.08 Construction Traffic................................................................................................. 25 6.09 Inspections............................................................................................................... 25 6.10 Building Permits..................................................................................................... 26 6.11 Certificate of Occupancy and Final Inspection................................................... 26 6.12 Stop Work Orders.................................................................................................. 26 6.13 Plat Review Fees..................................................................................................... 26 6.14 Plan Review Fees.................................................................................................... 27 6.15 City Inspection Fees................................................................................................ 27 6.16 Building Permit Fees.............................................................................................. 27 6.17 Impact Fees............................................................................................................... 27 6.18 Fire Service Improvement Program ("SIP") Fees. .............................................. 28 ARTICLE VII OPEN SPACE, PARKLAND, AND TRAILS ..................................................... 28 7.01 Ronald Reagan Regional Trail................................................................................ 28 7.02 HOA Parks.............................................................................................................. 29 7.03 Amenity Center....................................................................................................... 29 7.04 Parkland Fees.......................................................................................................... 30 7.05 Internal Open Space and Trails............................................................................ 30 7.06 ADA Compliance...................................................................................................... 30 7.07 Open to the Public; Exception for Amenity Center ............................................ 30 7.08 Tree Preservation................................................................................................... 30 ARTICLEVIII ROADWAYS...................................................................................................... 30 8.01 On -Site Roadways................................................................................................... 30 8.02 Off -Site Roadways.................................................................................................. 31 ARTICLE IX ON -SITE PUBLIC INFRASTRUCTURE............................................................ 31 9.01 On -Site Water and Wastewater Public Infrastructure . ...................................... 31 9.02 On -Site Drainage and Water Quality Public Infrastructure ................................ 31 9.03 Transfer of Ownership, Operation and Maintenance for On -Site Public Infrastructure.......................................................................................................................... 31 9.04 Capacity Interest Rights.......................................................................................... 32 ARTICLE X WATER AND WASTEWATER............................................................................ 33 10.01 Provision of Wastewater Services......................................................................... 33 10.02 Provision of Water Services................................................................................... 33 10.03 Limit on Wastewater Connections; Limit on Development Approvals ............... 33 10.04 Wastewater Service to Third Parties...................................................................... 33 10.05 No Septic Systems................................................................................................... 33 ARTICLE XI OTHER SERVICES.............................................................................................. 34 11.01 Garbage Services.................................................................................................... 34 11.02 Police, Fire and EMS Services................................................................................. 34 11.03 Street Lighting...................................................................................................... 344 11.04 Fire Hydrants......................................................................................................... 344 11.05 Services Outside the District.................................................................................. 34 ARTICLE XII ANNEXATION.................................................................................................. 34 12.01 General......................................................................................................................34 12.02 Filing of Notices . ................................................................................................... 35 Amended and Restated Consent Agreement Northwest Williamson County MUD #2 Page ii 12.03 Partial Annexations by City; Limited Purpose Annexation; and Strategic PartnershipAgreement.......................................................................................................... 35 12.04 Full Purpose Annexation by City. ...... 36 12.05 OWNER, DISTRICT AND ALL FUTURE OWNERS OF THE LAND (INCLUDING END -BUYERS AND OWNERS) IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE ANNEXATION OF THE LAND FOR LIMITED PURPOSES AS OF THE EFFECTIVE DATE WITH THE EFFECT SET FORTH IN THE STRATEGIC PARTNERSHIP AGREEMENT; THE FULL PURPOSE ANNEXATION OF THE LAND INTO THE CORPORATE LIMITS OF THE CITY IN ACCORDANCE WITH THIS AGREEMENT AND THE CONVERSION OF THE DISTRICT TO A LIMITED DISTRICT ON FULL PURPOSE ANNEXATION, AND WAIVE ALL OBJECTIONS AND PROTESTS TO SUCH ANNEXATIONS AND CONVERSION TO A LIMITED DISTRICT. THIS AGREEMENT SHALL SERVE AS THE PETITION OF OWNER, DISTRICT, AND ALL FUTURE OWNERS AND OWNERS TO ANNEXATIONS OF THE LAND INTO THE CITY AND CONVERSION OF THE DISTRICT TO A LIMITED DISTRICT AT THAT TIME IN ACCORDANCE WITH THIS AGREEMENT AND THE STRATEGIC PARTNERSHIP AGREEMENT.......................................................................................................................... 36 12.06 Zoning on Annexation by the City........................................................................ 36 12.07 Annexation by the District..................................................................................... 36 ARTICLE XIII AUTHORITY................................................................................................. 36 13.01 Authority................................................................................................................36 ARTICLEXIV REPORTING..................................................................................................... 36 14.01 Information to be Provided to the City................................................................ 36 14.02 Financial Dormancy Affidavit, Financial Report or Audit .................................. 37 14.03 Other Documents.................................................................................................... 37 ARTICLE XV TERM, ASSIGNMENT AND REMEDIES........................................................ 37 15.01 Term.........................................................................................................................37 15.02 Delegation and Assignment...................................................................................... 38 15.03 Other Limitations on Delegation and Assignment . ............................................. 39 15.04 Default and Rights and Remedies for Default....................................................... 39 15.05 City's Remedies During Owner's or District's Cure Periods . ............................ 40 15.06 Rights and Remedies for Default............................................................................ 40 15.07 City's Right to Terminate...................................................................................... 400 ARTICLE XVI MISCELLANEOUS PROVISIONS................................................................. 411 16.01 Cooperation...............................................................................................................41 16.02 Notice.: .............................................................................. ........................................ 41 16.03 Severability; Amendment; Waiver......................................................................... 43 16.04 Applicable Law and Venue.................................................................................... 43 16.05 Entire Agreement.................................................................................................. 43 16.06 Exhibits, Headings, Construction and Counterparts . ...................._.. ................. 44 16.07 Time.........................................................................................................................44 16.08 Notice to End Buyer............................................................................................... 44 16.09 Authority for Execution......................................................................................... 44 16.10 Exhibits. : ................................................................................................................ 455 16.11 Recordation..............................................................................................................45 Amended and Restated Consent Agreement Northwest Williamson County MUD #2 Page iii AMENDED AND RESTATED CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Amended and Restated Consent Agreement ("Agreement") 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, (the "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"). ARTICLE I INTRODUCTION 1.01 Owner is the owner of that certain real property described by metes and bounds on Exhibit A and shown by sketch on Exhibit B, consisting of approximately 454 +/- acres of land (the "Land"). The Land lies entirely within the City's extraterritorial jurisdiction ("ETJ"). 1.02 Section 42.042 of the Texas Local Government Code and Section 54.016 of the Texas Water Code require the City's written consent to create a municipal utility district within a City's ETJ. Section 13.10 of the City's Unified Development Code ("UDC") sets forth the City's requirements for requests to create a special district. 1.03 On October 10, 2013, Owner filed with the City Secretary's office a petition requesting the consent of the City to the creation of a municipal utility district on the Land (the "Creation Petition"). 1.04 On November 24, 2015, the City Council adopted Resolution No. 112415-M (the "Original Consent Resolution") consenting to the creation of the District on the Land. Pursuant to the Original Consent Resolution, the City and the Owner entered to that certain "Consent Agreement" dated to be effective on December 15, 2015 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016001484; thereafter the District was created by order of the Texas Commission on Environmental Quality issued on March 22, 2017; the District, at its first meeting, joined in the "Consent Agreement' with the City and the Owner on August 14, 2017 (said Consent Agreement hereafter referred to as the "!Original Consent Agreement"); and the District held its Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 1 of 48 confirmation election on November 7, 2017, at which creation of the District was confirmed by the voters in the District. 4.05 Thereafter, on February 26, 2019, the City Council adopted Resolution No. 022619-R approving the "First Amendment to Consent Agreement" amending the Land Plan (attached to the Original Consent Agreement as Exhibit D) and the Wastewater Services Agreement (attached to the Original Consent Agreement as Exhibit G), recorded in the Official Public Records of Williamson County, Texas as Document No. 2019092165 ("First Amendment"), which was made to be effective on May 14, 2019. 1.06 The City, the Owner and the District now desire to enter into this Agreement which, as of the Effective Date (defined herein), will completely supersede and replace the Original Consent Agreement and the First Amendment. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties 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 Amended and Restated Consent Agreement between the City, the Owner and the District, together with all Exhibits listed below and attached to this Agreement, which Exhibits are incorporated into this Agreement by this reference. (b) Amenity Center: means a private amenity center to be constructed by Owner at no cost to the City on a Lot approximately 4.5 acres in size on the North Tract in the general location shown on the Land Plan. (c) Assignee: means a successor to Owner, as permitted under Section 15.02 of this Agreement. (d) 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, Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 2 of 48 and (b) is represented by an instrument issued in bearer or registered form or is not represented by an instrument but the transfer of which is registered on books maintained for that purpose by or on behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but shall not include reimbursement agreements entered into between the District and an Owner of the Land or bond anticipation notes. (e) 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. (f) Cam: means the City of Georgetown, Texas, a home rule municipality, located in Williamson County, Texas. (g) City Attorney: means the City Attorney for the City or his or her designee. (h) City Council: means the City Council of the City. (i) City Manager: means the City Manager of the City. (j) City Objection: means an objection by the City to a Bond issue as defined in Section 4.10 of this Agreement. (k) City Secretary: means the City Secretary of the City. (1) Completion or Complete: means or is deemed to have occurred on the date all of the following events have occurred: ■ construction of the improvement is substantially complete such that, as applicable, all pipes, lines, appurtenances, facilities, structures, and equipment are capable of being fully operational following acceptance of the improvement for use by the District or the HOA or Governmental Authority accepting same; and • as to engineered improvements, the design engineer has certified in writing to the applicable Governmental Authority that the improvement is substantially complete; and • all testing and inspections by the Governmental Authority accepting the applicable improvement have been successfully conducted, all final approvals required for use, operation and maintenance from such Governmental Authority have been obtained, and the Governmental Authority has accepted the improvement for use, operation and maintenance; and Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 3 of 48 ■ the improvement can be used for its intended purposes and only punch list items that do not adversely affect the capability of the improvement to operate and function safely in the ordinary course of business remain to be completed, and those items are reasonably expected to be completed within the next 30 days or (for items such as revegetation) fiscal is posted with the applicable Governmental Authority for such remaining items. (m) Connection: has the same meaning as set forth in the Wastewater Services Agreement. The referenced definition is incorporated herein by this reference. (n) Connection Limit: Has the same meaning as set forth in the Wastewater Services Agreement. The referenced definition is incorporated herein by this reference. (o) Creation Petition: means the petition submitted by Owner to the City Secretary requesting the City's consent to the creation of the District and Development of the Land. (p) Develop, Developed or Development; means the initiation of any activity governed by the UDC related to land or property modification whether for imminent or future construction activities including, but not limited to, division of a parcel of land into two or more parcels; alteration of the surface or subsurface of the land including grading, filling, or excavating; mining or drilling operations; clearing or removal of natural vegetation and/or trees in preparation of construction activities; installation of Public Infrastructure, the Interceptor, roadways, and the Ronald Reagan Regional Trail; construction of drainage facilities; and construction or enlargement of any building, Structure, or impervious surface. Exclusions from this definition include repairs to existing utilities; minimal clearing of vegetation for surveying and testing; and bona fide agricultural activities. (q) District: means Northwest Williamson County Municipal Utility District No. 2. (r) District's Board: means the Board of Directors of the District. (s) District Creation Date: means March 22, 2017, the date that the TCEQ issued the order creating the District. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 4 of 48 (t) Dwelling Unit: means a building or portion thereof that includes sleeping, cooking, eating, and sanitation facilities, designed and used for residential occupancy by a single household, but does not include overnight accommodations (e.g., hotel rooms). (u) Effective Date: means the latest date that one or more counterparts to this Agreement, taken individually or together, bears the signatures of duly authorized representatives of the City, the Owner and the District. (v) EST : means the extraterritorial jurisdiction of the City as determined under Chapter 43 of the Texas Local Government Code, as amended. (w) Finance Director: means the City's Director of Finance. (x) Finance Plan: means the Finance Plan Executive Summary attached hereto as Exhibit C. (y) Financial Advisor: means the District's Financial Advisor. (z) First Amendment: has the meaning set forth in Section 1.05 of this Agreement. (aa) Governing Regulations: means, collectively, but subject to (a) Section 6.10 of this Agreement (pertaining to building permits and Vertical Development) and (b) the exemptions pursuant to Texas Local Government Code Sec. 245.004, the following: (1) this Agreement; (2) the Related Agreements; (3) the Land Plan attached as Exhibit D. as the same may be amended from time to time in accordance with Section 6.02 of this Agreement (the "Land Plan"), which Land Plan is consistent with the City's Comprehensive Plan and considered to be a Development plan as provided for in Section 212.172 of the Texas Local Government Code; (4) the City's Unified Development Code ("UDC") (herein defined) as of March 1, 2019 except as modified by the Land Development Standards attached as Exhibit E.1 and the Tree Preservation Standards attached as Exhibit E.2; Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 5 of 48 (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) final plats for portions of the Land that are approved, from time to time, by the City; (9) 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; (10) 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. (bb) Governmental Authorities or Governmental Authority: means the City, Williamson County, TCEQ, TxDOT, U.S. Environmental Protection Agency, U.S. Army Corps of Engineers, or other agencies of the State of Texas or the United States of America, to the extent such entities have jurisdiction over the Project. (cc) HOA: means a homeowners or property owners association formed and operating under the laws of the State of Texas where membership is appurtenant to ownership of a Lot. (dd) HOA Park: means one of 2 parks, at least 3 acres in size, with recreational improvements built thereon by Owner at no cost to the City. One HOA Park will be located on the North Tract and the other HOA Park will be located on the South Tract in the general locations shown on the Land Plan labeled as "Park." Each HOA Park ultimately will be owned, operated and maintained by either the District or an HOA. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 6 of 48 (ee) Interceptor: has the same meaning as set forth in the Wastewater Services Agreement. The terms Line A, B, C and D used in the definition of "Interceptor" set forth in the Wastewater Services Agreement shall also have the same meanings as set forth in the Wastewater Services Agreement. The referenced definitions are incorporated herein by this reference. (ff) Interceptor Commencement Date: has the same meaning set forth in the Wastewater Services Agreement. The referenced definition is incorporated herein by this reference. (gg) Interceptor Completion Date: has the same meaning set forth in the Wastewater Services Agreement _The referenced definition is incorporated herein by this reference. (hh) 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. (ii) Land: means approximately 454 +/- acres of land located in the City's ETJ, described by metes and bounds on Exhibit A and shown by sketch on Exhibit B. 6j) Land Development Standards: means the special Development standards applicable to the Land as set forth in the attached Exhibit E.1. (kk) Land Plan: means the plan dated February 15, 2019 called the "Amended Land Plan" which was approved by City Council with the First Amendment to the Consent Agreement and is attached hereto as Exhibit D. (11) Limited District: means the limited district into which the District shall convert upon full purpose annexation of the District by the City. (mm) Lot: means a legal lot included in a final subdivision plat approved by the City; Lots means more than one Lot. (nn) MWor Modification: means all modifications to the Land Plan that are not Minor Modifications. Maur Modifications must be approved by the Ci Council. (oo) Minor Modification: means modifications of the Land Plan pertaining to: Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 7 of 48 (1) changes to road, utility and trail alignments which do not (i) eliminate a roadway connection to an adjacent property required by the UDC, or (ii) materially and adversely affect traffic patterns. As regards the alignments of collector -level roadways, however, a change must be necessary to protect natural features, address unusual site conditions, or compensate for some practical difficulty or some unusual and unforeseen aspect or characteristic of the Land, or to accommodate a full movement, signalized intersection on Ronald Reagan Blvd.; (2) changes that do not (i) increase the number of single-family Dwelling Units greater than 1,170, (ii) increase the number of multifamily Dwelling Units over 600, (iii) reduce the size of the Amenity Center tract below 2.5 acres; (iv) reduce the aggregate size of the non -multifamily Mixed Use area below 65 acres less any acreage taken as a result of Right of Way Expansion on either FM 2338 or Ronald Reagan Boulevard; (v) reduce the aggregate size of the Open Space less to than 47 acres; or (vi) increase the number of Connections above the Connection Limit.; or (3) changes to the alignment of the Ronald Reagan Regional Trail if approved in advance by the City's Parks and Recreation Director. (pp) North Tract: means that portion of the Land located north of Ronald Reagan Blvd. (qq) Notice: means notice as described in Section 16.02 of this Agreement. (rr) Off -Site Public Infrastructure: means the Public Infrastructure located outside the boundaries of the Land and necessary to serve the Land in accordance with the Governing Regulations. As used in this Agreement, this term does not include the Interceptor because the Interceptor is addressed separately and in more detail in the Wastewater Services Agreement. (ss) On -Site Public Infrastructure: means the Public Infrastructure located within the boundaries of the Land and necessary to serve the Land in accordance with the Governing Regulations. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 8 of 48 (tt) Open Slaace: means that portion of the Land that is not Developed, except with the following: HOA Park(s), Amenity Center, and stormwater and water quality features necessary for Development of the Land. (uu) Owner: Parmer Ranch Partners, L.P., a Texas limited partnership, and/or its successors or Assignees as permitted by this Agreement. (vv) Partial Assi ment of Receivables Agreement. means the amended and restated 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, which amended and restated agreement is attached hereto as Exhibit F, which agreement was an essential element of the granting of the City's consent to creation of the District. (ww) Parties: means, collectively, the City, the Owner, and the District, and their successors and Assignees as permitted by this Agreement. (xx) Party: means, individually, the City, the Owner, or the District, and their successors and Assignees as permitted by this Agreement. (yy) Planning Director: means the City's Director of Planning and Development. (zz) Project: means the Development of the Land by the Owner as contemplated in this Agreement and the Related Agreements. (aaa) Public Infrastructure: means the water, wastewater, drainage, water quality, park and recreation, and roadway improvements acquired, installed or constructed to serve the Land, including the Ronald Reagan Regional Trail, and 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 G. The Interceptor is addressed in the Wastewater Services Agreement. (bbb) Related Agreements: means, collectively, the Wastewater Services Agreement, the Strategic Partnership Agreement, and the Partial Assignment of Receivables Agreement by, between or among the Parties related to the Land. (ccc) Ronald Reagan Regional Trail: means the ten foot (10') wide trail to be built on the south side of Ronald Reagan Blvd. and located on the Land, which trail shall be ADA accessible, meet the standards set forth in the attached Exhibit H in locations approved by the City's Transportation Engineer and Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 9 of 48 Parks and Recreation Director or their designees, where topographic constraints indicate the U.S. Forest Service Outdoor Recreation Accessibility Guidelines (FSORAG) will apply. Landscaping, benches and other hardscape amenities, fountains, monuments, markers, signs, lighting, and similar improvements are not part of this trail and shall not be required by the City as part of its construction. (ddd) Ronald Reagan Regional Trail Completion Deadline: means the date that is not later than the date that is ten (10) years after the Effective Date. (eee) Ronald Reagan Regional Trail Credit: has the meaning in Section 5.04(b) of this Agreement. (M) School Tract: means that portion of the Land designated as such on the Land Plan consisting of approximately 15.11 acres together with a 1.71 acre access easement, more specifically described in the Special Warranty Deed from Parmer Ranch Partners, L.P., a Texas limited partnership, to Georgetown Independent School District dated March 29, 2019 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2019026703, and the Easement Agreement for Access from Parmer Ranch Partners, L.P., a Texas limited partnership to Georgetown Independent School District dated March 29, 2019 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2019026704. (ggg) 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. (hhh) South Tract: means that portion of the Land located south of Ronald Reagan Blvd. (iii) Strategic Partnership Agreement: means the Strategic Partnership Agreement attached hereto as Exhibit I pursuant to which the City shall have the right to annex the Land for the purposes of allowing the City to impose sales and use taxes within the boundaries of the District pursuant to Section 43.0751 of the Texas Local Government Code and to allow for the continuation of the District as a "limited district" after full -purpose annexation of the District by the City, and which agreement is an essential element of the granting of the City's consent to creation of the District. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 10 of 48 0jj) Structure: means a permanent structure as such term may be defined, from time to time, by the City, but in any event, including every structure designed or intended for human occupancy and every accessory structure intended for human occupancy. (kkk) Tree Preservation Standards: means the standards attached as Exhibit E.2. (111) TCEO: means the Texas Commission on Environmental Quality, or its successor agency. (mmm)TxDOT: means the Texas Department of Transportation or its successor agency, acting through its appointed local agents. (nnn) UDC: means the City's Unified Development Code, as of March 1, 2019. (000) Utility Director: means the City's Director of Utilities, the General Manager of Water, or similarly titled position. (ppp) Vertical Development means the construction, installation or remodeling of enclosed building structures for which the City typically requires building permits. (qqq) Water Impact Fee: means the water impact fee per service unit set forth in Exhibit B of Chapter 13.32 in the City of Georgetown Code of Ordinances for areas in the Western District CCN, as the same may be modified, amended or re -codified in the City's sole discretion. (rrr) Wastewater Impact Fee: means the wastewater impact fee per service unit set forth in Exhibit B of Chapter 13.32 in the City of Georgetown Code of Ordinances, as the same may be modified, amended or re -codified in the City's sole discretion. (sss) Wastewater Services Agreement: means the agreement, as amended, between the City, Owner and the District regarding the provision of wastewater collection and treatment service to the Land recorded as Document No. 20160011483 in the Official Public Records of Williamson County, Texas, as amended by the First Amendment to Wastewater Services Agreement approved with the First Amendment and recorded as Document No. 2019092164 in the Official Public Records of Williamson County, Texas, which agreement is an essential element of the granting of the City's consent to creation of the District. The Wastewater Services Agreement addresses (among other things) the Interceptor. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 11 of 48 (ttt) Williamson County: means Williamson County, Texas, or its duly authorized representative(s) having final approval authority over the activities or actions described herein requiring approval or other authorization from Williamson County. ARTICLE III STATUS OF RELATED AGREEMENTS; EXECUTION OF THIS AGREEMENT 3.01 Execution of this Agreement. Owner and the District must execute this Agreement and return fully executed copies to the City Attorney within ninety (90) days after the date that the City Council approves this Agreement. 3.02 Wastewater Services Agreement. The City, the Owner and the District have previously executed the Wastewater Services Agreement. 3.03 Strategic Partnership Agreement. The District has approved and executed the Strategic Partnership Agreement attached hereto as Exhibit 1. The City will cause the Strategic Partnership Agreement to be approved by the City and signed by a duly authorized representative of the City, and return a fully executed, certified copy of the Strategic Partnership Agreement to the District 15 days after holding the required hearings. 3.04 Execution of Consent to the Partial Assignment of Receivables Agreement. Owner and District must execute and return three (3) fully executed copies of the Partial Assignment of Receivables Agreement attached as Exhibit F to the City Attorney within ninety (90) days after the date that the City Council approves this Agreement. 3.05 Reimbursement of City Expenses. As additional consideration for this Agreement and as a condition precedent to the effectiveness of this Agreement, Owner shall pay City's staff and outside consultant and legal fees and expenses associated with negotiation and preparation of this Agreement as follows: all invoices sent to Owner prior to the date that this Agreement is considered by the City Council must be paid on or before the date that this Agreement is considered by the City Council, and any subsequent amounts must be paid within thirty (30) days after the date of invoice receipt. Payment by check to the City must be remitted to the City Manager at the address for Notice provided in this Agreement. Owner shall request wiring instructions from the City Manager prior to remitting payment by bank wire. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 12 of 48 3.06 Limit on Authority. Before the Effective Date, 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, this Agreement has been fully executed by the Parties), and is prohibited from taking any affirmative act to do so. If the Owner or District fail to execute this Agreement within the time period set forth in Section 3.01, and such failure is not cured within fourteen (14) days after Notice from the City to Owner and District, this Agreement shall have no force or effect and the Original Consent Agreement, as amended by the First Amendment, shall govern the rights of the Parties in lieu of this Agreement. 3.07 Withdrawal of Consent. (a) The City's consent to the creation of the District shall be deemed withdrawn if the Owner fails to commence actual Development of the Land and construction of the Public Infrastructure or the Interceptor before December 15, 2025. (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 been inactive for a period of five (5) consecutive years after the Effective Date and has no outstanding bonded indebtedness as provided in Section 49.321, Texas Water Code; or (2) Construction of the Interceptor is not commenced as of the Interceptor Commencement Date or is not completed by the Interceptor Completion Date; or (3) Owner or District is in default of any of the Related Agreements and the default has not been fully cured before expiration of the applicable cure period in the applicable Related Agreement. (c) If an event described in Section 3.07(a) occurs, the intent of the Parties is that the District is not to be created and Owner hereby agrees that all applications or other documents pertaining to 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 3.07(b) occurs, the intent of the Parties is that the District is to be Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 13 of 48 immediately dissolved, and Owner and District hereby agree to promptly execute and deliver all documents and instruments and take all reasonable actions as may be necessary or appropriate cause the dissolution of the District to occur as soon as possible. Neither Owner nor District shall contest or appeal TCEQ proceedings or decisions to dissolve the District. Further, if any event described in either Section 3.07(a) or Section 3.07(b) occurs, District and Owner expressly and irrevocably waive any claims against the City for repayment of costs and expenses would otherwise be eligible to be reimbursed to Owner by District pursuant to the rules and regulations of the TCEQ or other applicable law. 3.08 No Incorporation; No Other Special Districts. In furtherance of the purposes of this Agreement, the District and the Owner, on behalf of themselves and their respective successors and Assignees, covenant and agree that, except upon prior written consent of the City Council, neither the District nor the Owner shall: (1) initiate, seek or support any effort to incorporate the Land or any part thereof; or (2) sign, join in, associate with, or direct to be signed 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 Election on Operation and Maintenance Tax for the Limited District. Concurrently with the District's confirmation election, the District voters approved an election proposition authorizing the Limited District to levy an operation and maintenance tax, as authorized by Section 49.107, Texas Water Code, to provide funds to operate the Limited District and to operate and maintain the facilities required by this Agreement or a Related Agreement to be constructed, owned, operated, maintained, repaired or replaced by the Limited District following full purpose annexation of the District. 3.10 Limit on Exercise of Eminent Domain Powers. The District shall not be authorized to exercise the power of eminent domain to acquire any interest in property that is located outside the boundaries of the District except (i) when necessary to construct the Interceptor or Off -Site Public Infrastructure or (ii) when such power is exercised with the express prior written consent of the City Council. 3.11 Service Contracts and Interlocal Agreements. The District shall not, without the prior written approval of the Planning Director and the Utility Director, enter into any Interlocal Agreements or Service Contracts with terms that (a) require the payment of a "termination" or similar fee for termination; or (b) are not unilaterally Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 14 of 48 terminable by the District upon (x) sixty (60) days' prior written notice or (y) the end of the District's then -current fiscal year, whichever is later. The Planning Director and the Utility Director shall timely review all contracts submitted under this Section and either approve them or provide written comments specifically identifying any changes required for approval within thirty (30) days of receipt. If no City comments are received within such time, the City's consent to such contract will be deemed to have been granted. The prohibitions contained in this Section shall not apply to contracts that will be assumed by the Limited District after full purpose annexation. 3.12 District Property. Except as provided below in this section or elsewhere in this Agreement, the District shall not sell, convey, lease, mortgage, transfer, assign or otherwise alienate any of its water, reclaimed water, wastewater, or drainage/water quality improvements, or other District property to any third party other than the City without the prior written approval of the Utility Director. The foregoing condition shall not apply to: (a) the District's disposal or replacement of equipment or material which has passed its useful life; (b) the grant of easements necessary for the Development of the Land; (c) the grant or commitment of capacity in any water, sewer, drainage facilities owned or controlled by the District in order to provide service to lands within the District; (d) the conveyance of any roads to Williamson County as permitted or required by applicable law; (e) the sale of property deemed to be surplus by the District; or (f) the sale, conveyance, lease, mortgage, transfer, assignment or other alienation of any such property that is not in conflict with this Agreement, for which no approval shall be required. ARTICLE IV ISSUANCE OF BONDS 4.01 Issuance of Bonds. The Limited District shall not issue any Bonds. Except as authorized by Section 4.02 of this Agreement, the District shall not issue Bonds (x) Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 15 of 48 without the prior approval of the City Council and (y) until the documents required by Article III are executed and delivered to the City in accordance therewith. 4.02 Authorized Purposes. The purposes for which the District may issue Bonds without prior approval of the City Council shall be restricted to the following: (a) Purchase, construction, acquisition, repair, extension, enlargement, modification, improvement and replacement of land, easements, works, improvements, facilities, plants, equipment, and appliances to: (1) Provide a water supply for the District for municipal, domestic and commercial uses; and (2) Collect, transport, process, dispose of, and control all domestic, commercial, industrial or communal wastes from the District, whether in fluid, solid or composite state; and (3) Gather, conduct, divert and control local storm water or other local harmful excesses of water in the District; and (4) Roads or improvements in aid of roads as authorized by Section 54.234, Texas Water Code, and Article III, Section 52, Texas Constitution; and (5) Provide parks and recreation facilities for the inhabitants of the District, subject to the provisions of this Agreement and Chapter 49, Subchapter N and Chapter 54 of the Texas Water Code; and (b) Payment of organization expenses, initial operation expenses, cost of issuance, interest during construction, capitalized interest and similar expenses typically incurred by municipal utility districts in the issuance of bonds such as the Bonds, including issuance, administrative, insurance and regulatory expenses related to issuance of any Bonds and the land, easements, works, improvements, facilities, plants, equipment, and appliances being financed by the Bonds; and (c) Refunding of any outstanding Bonds of the District for a debt service savings; provided, however that any such refunding Bonds otherwise satisfy the requirements of this Agreement; and (d) To pay its sums due or post or maintain fiscal security required under any of the Related Agreements. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 16 of 48 4.03 Timing of Issuances. The District contemplates that it may be able to issue Bonds generally as set forth in the Finance Plan attached hereto as Exhibit C. 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, Exhibi is purely informational and not binding on the Parties. In order to provide the City with some assurance as to the timing of the District's issuance and retirement of its debt, the District shall use good faith efforts, subject to market conditions and a sufficient tax base existing, to sell its last issue of Bonds (excluding refunding Bonds) on or before the date that is fifteen (15) years after the date of issuance of the District's first bond issue. If the District fails or is unable to do so, the City shall have the authority to revoke the District's authority to issue its remaining but unissued Bonds and to proceed with annexation of the District for full purposes. 4.04 Amount of Bonds. In consideration of the City's consent 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 EIGHTY-FOUR MILLION U.S. DOLLARS ($84,000,000.00) (the "Bond Limit Amount"), unless specifically approved by the City Council. Owner and District acknowledge and agree that the Bond Limit Amount is sufficient to accomplish the purposes of the District, and that Owner and District have voluntarily agreed to the Bond Limit Amount. District improvements or facilities, if any, the cost of which exceeds the Bond Limit Amount shall be dedicated to the District without reimbursement unless otherwise approved by the City Council. 4.05 Bond Requirements. The District shall obtain all necessary authorizations for Bonds to finance the acquisition or construction of the Interceptor or Public Infrastructure for the benefit of the District in accordance with this Agreement and the laws applicable to the District. To the extent of a conflict with Section 13.10 of the City's UDC, the terms of this Agreement shall control. In addition to the limits in Section 4.04 of this Agreement, all Bonds issued by the District shall comply with the following requirements: (a) Maximum maturity of twenty-five (25) years from date of issuance for any series of Bonds (excluding refunding Bonds); and (b) Interest rate that does not exceed two percent (2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one month period immediately preceding the date that the notice of sale of such Bonds is given; and Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 17 of 48 (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 (101h) anniversary of the date of issuance, without premium. No variable rate Bonds shall be issued by the District; and (d) Any refunding Bonds of the District must (i) provide for a minimum of three percent (3%) present value savings, (ii) provide that the latest maturity of the refunding Bonds may not extend beyond the latest maturity of the refunded Bonds, (iii) be preceded by delivery of a certificate from the 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 fifteen (15) years after the date of the first issuance of bonds by the District. 4.06 Economic Feasibility. Before any submission of an application for approval of issuance of Bonds to the TCEQ or to the Attorney General, whichever occurs first, the Financial Advisor shall certify in writing to the Finance Director that the Bonds are being issued within the then -current economic feasibility guidelines established by the TCEQ for districts in Williamson County and in conformity with Article IV of this Agreement. 4.07 Notice of Bond Issues. At least thirty (30) days before the submission of an application for approval of issuance of Bonds, except refunding Bonds, to the TCEQ or to the Attorney General, whichever occurs first, the District shall deliver to the City Secretary and Finance Director (a) the certification required Section 4.06; (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 certification and notice to the City Secretary and Finance Director at least thirty (30) days prior to the issuance of Bonds, except refunding Bonds, by the District. 4.08 Compliance with Agreements. At least ten (10) business days before submission of an application for issuance of Bonds to the TCEQ or the Attorney General, whichever occurs first, the District shall certify in writing to the Finance Director and City Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 18 of 48 Attorney that the District and Owner are not in breach of any material provision of the Consent Resolution, this Agreement, or the Related Agreements, as those may be amended from time to time. 4.09 Certifications. With respect to any matter required by this Article IV to be certified in writing, the Agreement also requires, and the District hereby warrants, that every statement in any certification shall be true and correct in all material respects and that the person signing the certification has been given the requisite authority to do so on behalf of the District. All certifications shall be delivered to the City Secretary, Finance Director, and the City Attorney. 4.10 Bond Objections. The City shall have a period of thirty (30) days after receiving the last of the certifications and notices required by Sections 4.06 and 4.07 within which to object to the Bonds. The only basis for an objection by the City to a proposed Bond issue shall be that the District or Owner is in material default of a provision of the Consent Ordinance or Resolution, this Agreement, or the Related Agreements. If the City objects to a proposed Bond issue ("City Objection"), such an objection (a) shall be in writing, (b) shall be given to the District; (c) shall be signed by the City Manager or the City Manager's designee, and (d) shall specifically identify the provision(s) in the of the Consent Resolution, this Agreement, or the Related Agreements for which the District or Owner is in default. It shall not be a basis for a City Objection that the City disagrees with the Financial Advisor as to the financial feasibility of the Bonds so long as the proposed Bonds are approved by the TCEQ and the Attorney General. In the event a City Objection is timely given to the District with respect to a specific Bond application as required by this Section 4.10, the City and the District shall cooperate to resolve the City Objection within a reasonable time, and the sale of the Bonds to which the City Objection applies shall be delayed until the City Objection has been cured or waived. A City Objection may be expressly waived by the City at any time. Unless otherwise cured by written agreement of the Parties, a City Objection shall only be deemed cured if (x) the District files a petition seeking declaratory judgment in state district court, (y) not less than thirty (30) days before filing the petition the District gives the City Attorney and the City Manager Notice of, and waives any objections to the City's right to intervene in, such a declaratory judgment action, and (z) the district court (or an appellate court, if 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 waived by the City at any time. A City Objection may be expressly waived by the City at any time. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 19 of 48 4.11 Official Statements. Within thirty (30) days after the District closes the sale of each series of Bonds, the District shall deliver to the City Secretary and Finance Director a copy of the final official statement for such series of the Bonds at no cost to the City. 4.12 Limitation on Bond Issuance. In addition to the limitations on Bond issuance set forth elsewhere in this Agreement, the District agrees not to issue Bonds for purposes of reimbursing Owner for any costs or expenses paid by Owner after the fifteenth (15th) anniversary of the date of the first issuance of bonds by the District, which costs and expenses would otherwise be eligible to be reimbursed to Owner by District pursuant to the rules and regulation of the TCEQ or other applicable law, unless otherwise consented to by the City Council hereafter. District and Owner expressly and irrevocably waive any claims against the City for repayment of such indebtedness following full purpose annexation. The District agrees that all Reimbursement Agreements that it enters into with Owner or any subsequent Owner or developer shall include the following provision relating to any sums payable by the City upon full purpose annexation of the District under Section 43.0715, Texas Local Government Code: If, at the time of full purpose annexation of the District, Owner has completed the construction of or financed any facilities or undivided interests in facilities on behalf of the District in accordance with the terms of this agreement, but the District has not issued Bonds to reimburse Owner for the cost of the facilities or undivided interests in facilities, Owner agrees that it will convey the facilities or undivided interests in question to the City, free and clear of any liens, claims or encumbrances, subject to Owner's right to reimbursement under Section 43.0715, Texas Local Government Code, except as such reimbursement rights are waived or modified by the Consent Agreement pertaining to creation of the District. ARTICLE V 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 debt service tax rate that (a) is not more than $0.95 per $100 (the "Feasibility Tax Rate") in assessed valuation on an annual basis, which the District agrees is sufficient to pay debt service on the Bonds in accordance with the terms of each resolution or order approving the issuance of its Bonds in each year while Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 20 of 48 such Bonds are outstanding until the full purpose annexation of the District. The District agrees to adopt its annual tax rate in compliance with the legal requirements applicable to municipal utility districts, to report the tax rate set by the District each year to the District's tax assessor/collector, and to perform all acts required by law for its tax rate to be effective. The District shall maintain all debt service tax revenues in a separate account or accounts from the District's general operating funds. At the time that the City annexes the District, the District shall also require that its bookkeeper provide an accounting allocation of the debt service fund among the various categories of Bond -funded facilities in order to simplify the City's internal allocation of the debt service fund following the full purpose annexation of the District and transfer of the fund to the City. The City, Owner and the District acknowledge and agree that the Feasibility Tax Rate is sufficient to accomplish the purposes of this Agreement and that Owner has voluntarily agreed (and the District upon creation will voluntarily agree) to the Feasibility Tax Rate. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, the District and the City understand that the District's power to levy taxes to pay the principal of and interest on Bonds up to the Bond Limit Amount will be unlimited as to rate and amount as necessary to make Bond payments. Subject to the foregoing and without waiving the City's power to levy taxes as necessary to pay the principal of and interest on any City's obligations, the District and the City agree to cooperate to adjust their property tax rates per $100 of assessed valuation such that, upon the Full Purpose Annexation Conversion Date (defined in the Strategic Partnership Agreement), the District's property tax rate per $100 assessed valuation in effect on December 31 of the year prior to the year that the City elects to annex the Land for full purposes will approximate the City's property tax rate per $100 assessed valuation in effect on December 31 of the year prior to the year that the City elects to annex the Land for full purposes. 5.02 District Fees. The District agrees that the City shall be exempt from, and will not be assessed, any District fees. 5.03 Reimbursement of City Expenses. As additional consideration for this Agreement, pursuant to Section 13.10.050(AC) 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 and the Related Agreements In addition, during the term of this Agreement, Owner or 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 Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 21 of 48 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 Master Development Fee. (a) As additional consideration for this Agreement, Owner shall pay to the City a fee calculated in accordance with the formula attached hereto as Exhibit (the "Master Development Fee" or "MDF"), payable out of proceeds from the issuance of Bonds by the District. Pursuant to Section 5.04 (b) of this Agreement, Owner is eligible to receive a credit against the balance of the MDF in the amount of the Ronald Reagan Regional Trail Credit. The remaining balance of the MDF shall be paid at the rate of eight percent (8%) of each net bond reimbursement received by Owner calculated in accordance with the formula attached hereto as Exhibit 1. 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. 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 F and incorporated herein for all purposes. Notwithstanding anything to the contrary in this Agreement, no assignment of Owner's reimbursement rights shall be effective unless and until the City receives notice of such assignment accompanied by a fully executed Partial Assignment of Receivables pursuant to which assignee has a duty to pay and the City has a right to receive the MDF out of developer reimbursements as Bonds are issued in accordance with this Agreement. (b) Ronald Reagan Regional Trail Credit After timely Completion of the Ronald Reagan Regional Trail in accordance with the terms of this Agreement, or a section thereof if constructed in sections, and acceptance of same for ownership and maintenance by the responsible entity, Owner shall be entitled to a credit against the next ensuing MDF installment payment(s) owed to the City under this Section 5.04(a) for actual amounts paid by Owner or District (verified by the District's auditor or engineer) to design, construct and Maintain the Ronald Reagan Regional Trail or portion thereof; provided however that the cumulative total amount of the credit shall not exceed the lesser of ONE MILLION U.S. DOLLARS ($1,000,000) or the actual costs of design, construction and maintenance of the Ronald Reagan Regional Trail (the "Ronald Reagan Regional Trail Credit"). When used Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 22 of 48 in this Section, the term "Maintain' means work to maintain , repair, or replace the Ronald Reagan Regional Trail and its associated stormwater control and drainage features as necessary to comply with the Americans with Disability Act, the standards set forth on the attached Exhibit "H", and, if applicable, FSORAG. The term does not include routine or seasonal maintenance of the Ronald Reagan Regional Trail, or work to maintain, repair or replace landscaping, benches and other hardscape amenities, fountains, monuments, markers, signs, lighting, or any other improvements that may be placed alongside or in the vicinity of the Ronald Reagan Regional Trail. 5.05 Maintenance Tax Rate. At the election confirming creation of the District, the District included, and got voter approval of, assessing a maximum maintenance tax rate for the District of $1.00 per $100 assessed valuation and for the Limited District of a maximum of $1.00 per $100 assessed valuation. ARTICLE VI LAND DEVELOPMENT A. LAND PLAN 6.01 Land Plan. The City Council hereby approves the Land Plan attached hereto as Exhibit D, the Land Development Standards attached hereto as Exhibit E.,1 and the Tree Preservation Standards attached hereto as Exhibit E.2, and use of the Land as follows: approximately 1,170 single family Dwelling Units on approximately 268 acres (+/-) with 735 Dwelling Units on the North Tract and 435 Dwelling Units on the South Tract; 99 acres (+/-) of mixed -use Dwelling Units, which would include office, retail ,medical and multifamily Development, provided that no more than 30 acres of said 99 acres shall be used for multi -family Development and provided further that the maximum number of multifamily Dwelling Units on the Land shall not exceed 600 Dwelling Units; and 47 acres (+/-) of Open Space. All Development of the Land must be in compliance with the Governing Regulations. 6.02 Modifications to the Land Plan. (a) Because the Land comprises a significant area and its Development will occur in phases over a number of years, modifications to the Land Plan may become desirable due to changes in market conditions or other factors. Owner may request modifications to the Land Plan. "Minor Modifications" may be approved administratively by the Planning Director. Major Modifications to the Land Plan must be approved as an amendment to this Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 23 of 48 Agreement by the City Council. After approval by the City in accordance with this Section, all Minor Modifications and Major Modifications to the Land Plan shall be recorded by the City at Owner's expense in the Official Records of Williamson County, and thereafter, all references in this Agreement to the Land Plan shall mean and refer to the then most current approved and recorded Land Plan. (b) Minor Modifications to Land 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 Land Use Plan shall be deemed to be changes to the Project under Chapter 245 of the Texas Local Government Code, and the provisions of the UDC and all other applicable laws and regulations in effect at the time of such Major Modifications shall apply unless the City agrees otherwise. B. DEVELOPMENT PROCESSES 6.03 Site Development Plans. Site Development Plans must be submitted to and approved by the City for Development on the Land, except for single family residential Development. The Site Development Plan application requirements and review and approval standards and shall be the same as those that apply to land situated within the City limits. 6.04 Plat Approval. Subdivision of the Land shall require approval of preliminary and final plats by the City in accordance with the Governing Regulations as if the Land was located within the City limits. IT SHALL BE A CONDITION TO ACCEPTANCE BY THE CITY, AS WELL AS A REQUIREMENT FOR COMPLETENESS, OF ANY APPLICATION FOR A PRELIMINARY PLAT OR FINAL PLAT OF ANY PORTION OF THE LAND THAT NO MATERIAL EVENT OF DEFAULT SHALL EXIST WITH REGARD TO THIS AGREEMENT OR THE RELATED AGREEMENTS AS OF THE FILING DATES FOR SUCH APPLICATIONS. Notwithstanding any other provision of this Agreement to the contrary, however, the conveyance from time to time by metes and bounds or otherwise of any portion of the Land to any person for the purpose of qualifying such person to be a member of the District's Board shall not require the filing of a plat application or approval of the City; provided further that no Structure shall be constructed on the Land for any such purposes unless and until a final plat has been approved by the City and all other applicable requirements of the Governing Regulations have been met. 6.05 Public Infrastructure. Design and construction of the Public Infrastructure shall comply with the Governing Regulations, and no construction or installation of Public Infrastructure shall begin until plans and specifications have been approved by Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 24 of 48 the City, bonds have been posted as required by the UDC, and other requirements of the Governing Regulations pertaining to construction of Public Infrastructure have been met. All Public Infrastructure shall be designed, constructed and installed in compliance with the Governing Regulations and shall be inspected to determine compliance. 6.06 Easements. Owner or the District shall obtain all easements necessary for the construction of the Public Infrastructure at no cost to the City. All Public Infrastructure (including water and wastewater facilities up to the customer's side of the meter) shall be placed within dedicated or recorded utility easements or public rights -of - way. All easements for Public Infrastructure that are to be transferred to the City shall be on forms acceptable to the City Attorney, and conveyed no later than the date that the final plat is recorded for the land within which the improvements will be constructed. 6.07 Commencement of Construction; Notice; Inspections. Following City approval of the plans and specifications for the Public Infrastructure and prior to the commencement of construction, Owner shall give written notice to the Utility Director in order to allow the City to assign an inspector. The City will inspect all Public Infrastructure to be dedicated or conveyed to the City for compliance with the approved plans and specifications. The City will provide the inspections contemplated by this Section for the standard fees charged by the City for inspections inside the City limits, which fees will be collected by the City from the customer requesting the inspection. The City will retain copies of all inspection reports for the City's applicable records retention period, and provide them to the District upon request. 6.08 Construction Traffic. Construction traffic must be routed through the Land and not on or through roads in adjacent neighborhoods or private roads. Without limiting the generality of the foregoing, construction traffic is specifically prohibited on Private Road 902. 6.09 Inspections. The City will inspect all Public Infrastructure that will be dedicated or conveyed to the City. The District engineer can observe City inspections for the purpose of gathering the information required to complete and submit all TCEQ required reports. At no cost to the City, the District engineer will inspect Public Infrastructure which is to be owned and maintained by the District, the County or any other entity other than the City. The City and the District engineer shall maintain a permanent record of all Public Infrastructure and other improvements inspected. All such records shall be made available to the City upon request within ten (10) days after the inspection is performed (including reports that identify deficiencies and subsequent corrective actions). All such records shall be kept in a form reasonably approved by the City and as otherwise required by applicable law or regulations. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 25 of 48 6.10 Building Permits. No Structure shall be constructed until a building permit has been issued by the City certifying that the plans and specifications for the Structure are in compliance with the Governing Regulations. No building permit shall be issued for a Structure unless a final plat has been recorded for the Lot on which the Structure is being constructed. All costs for the building permits shall be paid for by the builder performing the work (or by the owner of the property on which the work is being performed). In addition, the Parties agree that although the Property is not within the City's corporate limits, Vertical Development on the Property requires the constructing, installing or remodeling party obtain building permits (residential or commercial, as applicable), the issuance of which building permits will be governed by the following provisions of the City Code of Ordinances to the extent applicable to Vertical Development: Sections 2.28.110, 2.28.120 and 2.28130; Chapter 8.04 (Fire Prevention Code), Title 15 (Buildings and Construction), and Title 13 (Public Utilities and Services), as such provisions may be amended from time to time. This Section shall not apply to temporary Structures placed on the Land for the purposes of the initial confirmation election for the District. 6.11 Certificate of Occupancy and Final Inspection. No Structure shall be occupied until a certificate of occupancy has been issued by the City (for commercial Structures) or a final inspection certifying that the Structure has been constructed in compliance with the Governing Regulations (for residential Structures). All costs for the building permits, certificates of occupancy, or final inspections shall be paid for by the builder performing the work (or by the owner of the property on which the work is being performed). 6.12 Stop Work Orders. The City shall have the right to inspect, from time to time, the construction of any Public Infrastructure and any Structure. If the City determines that any Public Infrastructure or Structure is not being constructed in compliance with the Governing Regulations and the contractor or builder fails to correct the non-compliance within a reasonable period of time after notice thereof, the City shall have the right to enforce compliance and to stop new work on the Public Infrastructure or Structure by the issuance of a "stop -work order" until the non-compliance is corrected to the reasonable satisfaction of the City. Nothing in this Section 6.10 is intended to create any liability of the City to determine whether any Public Infrastructure or Structure is constructed in accordance with the Governing Regulations. C. FEES 6.13 Plat Review Fees. Development of the Land shall be subject to payment to the City of the reasonable fees and charges applicable to the City's preliminary and final Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 26 of 48 plat review and approval process (the "Plat Review Fees") according to the fee schedule adopted by the City Council and in effect on the date of submittal of each plat application. The fee schedule applicable to the Land shall be uniformly applicable to all Development within the ETJ of the City. 6.14 Plan Review Fees. Development of the Land shall be subject to payment to the City of the reasonable fees and charges applicable to the City's review of plans and specifications for Public Infrastructure to be dedicated or conveyed to the City, and review of the site plans for all non -single family residential Development proposed to be located on the Land (the "Plan Review Fees") according to the fee schedule adopted by the City Council and in effect on the date of submittal of each set of plans and/or specifications. 6.15 City Inspection Fees. Development of the Land shall be subject to payment to the City of the reasonable fees and charges applicable to inspections performed by the City for Public Infrastructure to be dedicated or conveyed to the City (the "Inslection Fees") according to the fee schedule adopted by the City Council and in effect on the date of each such inspection. The fee schedule applicable to the Land shall be uniformly applicable to all Development within the ETJ of the City. 6.16 Building Permit Fees. Development of the Land shall be subject to payment to the City of the reasonable fees and charges applicable to the City's issuance of building permits and certificates of substantial completion according to the fee schedule adopted by the City Council and in effect on the date of submittal of each building permit application. The fee schedule applicable to the Land shall be uniformly applicable to all Development within the ETJ of the City. 6.17 Impact Fees. (a) Owner and District agree that the Wastewater Impact Fee shall be assessed and collected for each Connection authorized on a final plat at the time that every final plat for all or any applicable portion of the Land is approved by the City, and agree that payment of the Wastewater Impact Fees shall be a condition of final plat approval. Owner and District further agree that the amount of the Wastewater Impact Fee shall be the amount in effect at the time of final platting under the applicable City ordinance for the impact fee service area that includes the Land or portion of the Land being platted. All Wastewater Impact Fees will be retained by the City. (b) Owner and District agree that Water Impact Fees for the Land or portion of the Land being served by the City shall be assessed and collected at the time Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 27 of 48 that every final plat for all or a portion of the Land is approved by the City and recorded and the amount of the City's impact fee shall be the amount in effect at the time of final platting under the applicable City ordinance for the impact fee service area that includes the Land or portion thereof being served. 6.18 Fire Service Improvement Program ("SIP") Fees. For so long as the City has a contractual relationship with Williamson County Emergency Services District No. 8 pursuant to which the City provides to Williamson County Emergency Services District No. 8 fire station improvements, land for fire stations or fire -fighting equipment or personnel, Owner agrees to pay the City a Fire SIP fee of $630 for each Lot within the boundaries of both the Land and Williamson County Emergency Services District No. 8. The SIP Fee shall be paid at the time of application for a building permit. The City agrees that it shall use the SIP Fees only for the purposes of providing contractual fire services (including facilities, equipment and personnel) to Williamson County Emergency Services District No. 8. ARTICLE VII OPEN SPACE, PARKLAND, AND TRAILS 7.01 Ronald Reagan Regional Trail. (a) Ronald Reagan Regional Trail Easement. All preliminary and final plats for any portion of the Land adjacent to the south side of Ronald Reagan Blvd. shall include a twenty-five foot (25') wide non-exclusive easement for a public hike and bike trail located adjacent and parallel to Ronald Reagan Blvd (the "Ronald Reagan Regional Trail Easement"), which may be also used by City or Owner or District for installation of underground utility facilities, including electric, gas, phone, internet, water, wastewater and drainage facilities, provided that (a) Owner and District shall not place any overhead or above -ground utilities within said easement, (b) Owner and District shall not damage facilities located within or materially interfere with the use and enjoyment of the Ronald Reagan Trail; and (c) Owner or District repair damages it causes to any of the City's authorized improvements within said easement. (b) Ronald Reagan Regional Trail. Owner or District shall design and build, or cause to be designed and built, the Ronald Regan Regional Trail within the Ronald Reagan Regional Trail Easement, at no cost to the City, and in accordance with the Governing Regulations, the Land Plan, and the Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 28 of 48 standards attached as Exhibit H. The Ronald Reagan Regional Trail must be Completed as follows: in phases, as to the portion of the Ronald Reagan Regional Trail included within the plat, before the final plat for any portion of the Land adjacent to, alongside, or bordering the south side of Ronald Reagan Blvd. is recorded in the Official Public Records of Williamson County, Texas. Notwithstanding the generality of the foregoing, however, the entire length of the Ronald Reagan Regional Trail traversing the Land must be Completed in its entirety on or before the Ronald Reagan Regional Trail Completion Deadline. Not later than 180 days after Completion of the Ronald Reagan Regional Trail, or sections thereof, Owner or District shall transfer the Ronald Reagan Regional Trail Easement and Ronald Reagan Regional Trail to the District, HOA, City, Williamson County or other entity for ownership, operation and maintenance. Prior to full purpose annexation of the Land by the City, the Ronald Reagan Regional Trail shall be maintained to at least City standards by the District or HOA. After full purpose annexation of the Land by the City, the Ronald Reagan Trail must be maintained to at least City standards by the Limited District. The HOA, District, and Limited District agree to operate and maintain the Ronald Reagan Regional Trail in a good state of repair and in a manner so as not to create a nuisance or danger to the public health and safety. 7.02 HOA Parks. Owner will dedicate the HOA Parks to the HOA or the District. Before conveyance to the HOA or the District, Owner will build within each HOA Park recreational improvements initially costing no less than $250,000.00, consisting of any one or more of benches, picnic tables, cooking grills, playscapes, active areas for unorganized play and practice, pavilions, trails, trail access, landscape enhancements or restrooms. Owner will Complete the HOA Park in the North Tract before the date on which the 200th building permit for a building on a residential Lot within the North Tract is issued by the City, and will Complete the recreational improvements for, and dedicate, the HOA Park on the South Tract before the date on which the 2001" building permit for a building on a residential Lot within the South Tract is issued by the City. 7.03 Amenity Center. Subject to submittal and approval of a Minor Modification under Section 2.01(oo)(2)(iii), Owner shall construct a private amenity center on the North Tract on a Lot not smaller than 2.5 acres in the general location shown on the Land Plan; without a Minor Modification, Owner must construct the private amenity center on a Lot not smaller than 4.5 acres. Owner will Complete the Amenity Center before the date on which the 200th building permit for a building on a residential Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 29 of 48 Lot within the North Tract is issued by the City. The Amenity Center shall be operated and maintained by the District or the HOA. 7.04 Parkland Fees. In lieu of payment of parkland fees otherwise applicable to the Land under the UDC, the Owner or District will Develop two (2) HOA Parks as described in Section 7.02 and Develop the Amenity Center as described in Section 7.03. 7.05 Internal Open Space and Trails. In addition to the requirements set forth in Sections 7.01 through 7.03 of this Agreement, Owner or District shall provide at least 47 acres of internal open space areas with trails in the acreages and areas generally as shown on the Land Plan. The internal trails must be constructed by Owner or District in compliance with the standards set forth in the Governing Regulations as applicable. Within 180 days after Completion of the internal trails and 180 days after recordation of a plat containing open space, Owner shall transfer these assets and any necessary property interest to the District or the HOA for ownership, operation and maintenance. 7.06 ADA Compliance. Owner and District shall construct and maintain the Ronald Reagan Regional Trail, sidewalks, internal trails and open space areas on the Land in compliance with the accessibility requirements of the Americans with Disabilities Act. 7.07 Open to the Public; Exception for Amenity Center. All parks, trails and open spaces on the Land, including but not limited to the HOA Parks and Ronald Reagan Regional Trail, and the facilities and improvements in those areas shall be available for the benefit, use and enjoyment of all District residents and all City residents. The Amenity Center may be restricted for the exclusive use and benefit of the District residents. Prior to full purpose annexation by the City, the Amenity Center area will be owned, operated and maintained by the District or HOA and the City shall have no responsibility or liability therefor. After full purpose annexation by the City, the Amenity Center will be owned, operated and maintained by the Limited District or HOA and the City shall have no responsibility or liability therefor. 7.08 Tree Preservation. Owner and District agree that all Development on the Land shall comply with Chapter 8 of the UDC for Tree Preservation, except as modified for Parcels 6, 19, 20 and 21 as shown on the Land Plan, which shall comply with the alternative tree preservation standards attached hereto as Exhibit E.2. ARTICLE VIII ROADWAYS 8.01 On -Site Roadways. Owner or the District will dedicate to Williamson County right of way for all on -site roadways and will design and build, or cause to be Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 30 of 48 designed and built the on -site roadways at no cost to the City and in accordance with the Governing Regulations. Owner or District will reserve from the right of way dedication land for the Ronald Reagan Regional Trail Easement. 8.02 Off -Site Roadways. Prior to the submittal of any Development application related to the Land, Owner or District shall prepare, or cause to be prepared, a Traffic Impact Analysis (TIA) for the Land in compliance with Chapter 12.05 of the UDC, and thereafter shall comply with the terms of the TIA as approved by the City. ARTICLE IX ON -SITE PUBLIC INFRASTRUCTURE 9.01 On -Site Water and Wastewater Public Infrastructure. Owner or the District shall construct all water and wastewater On -Site Public Infrastructure that are necessary to serve the Land, including (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. 9.02 On -Site Drainage and Water Quality Public Infrastructure. Owner or the District shall construct all drainage and water quality On -Site Infrastructure serving the Land as an integrated storm water system and enhanced regional water quality system that complies with the Governing Regulations. 9.03 Transfer of Ownership, Operation and Maintenance for On -Site Public Infrastructure. (a) General. Within ninety (90) days after completion of construction, Owner or District agree to request the applicable utility service provider to accept the On -Site Public Infrastructure for ownership, operation and maintenance. For any On -Site Public Infrastructure to be conveyed to the City for ownership, operation and maintenance, Owner or District shall provide the following information to the City: (a) one complete set of as - built plans in the format requested by the City; (b) copies of all documents evidencing transfer or assignment of all contractual rights, warranties, guarantees, assurances of performance, and bonds related to the On -Site Public Infrastructure, and (c) lien waivers and releases acceptable to the Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 31 of 48 City Attorney. The City's acceptance of such improvements shall be documented in a letter from the City to Owner or District. (b) Wastewater. If under the Wastewater Services Agreement the City agrees to accept the wastewater On -Site Public Infrastructure for operation and maintenance upon completion of construction, documentation in the form of lien waivers or releases that the wastewater On -Site Public Infrastructure are free and clear of all liens and encumbrances or subordinated to the City's rights, and the assignment of two-year maintenance bonds from the construction contractor to the City. (c) Water. The water On -Site Public Infrastructure shall be conveyed to the authorized retail water service provider for the Land for operation and maintenance upon completion of construction and compliance with any other requirements of the retail water service provider. Owner and District agree to comply with all applicable requirements of such retail water service provider. (d) Drainage and Water Quality. Upon completion of construction, the drainage and water quality On -Site Infrastructure shall be dedicated or transferred to Williamson County for ownership, maintenance and repair as and when any portion of the Land adjacent to such drainage or water quality On -Site Infrastructure is platted or when otherwise required under the Governing Regulations. If Williamson County does not accept the drainage and water quality On -Site Infrastructure, then such improvements shall be maintained to City standards by the District or the Limited District or by the City under a contract between the District or the Limited District and the City, at the City's sole discretion. Unless specifically provided otherwise in a written contract between the City and the District or the Limited District, the City shall have no responsibility for owning, maintaining, or repairing the drainage or water quality On -Site Infrastructure. In no event shall the drainage or water quality On -Site Infrastructure be owned, financed, operated, maintained, repaired and replaced by a property owners association. 9.04 Capacity Interest Rights. Notwithstanding the foregoing or anything else to the contrary in this Agreement, it is understood that Owner and District, as appropriate, shall retain capacity interest rights sufficient to provide service to the District in any Public Infrastructure conveyed or otherwise transferred to the City sufficient to serve the Land as contemplated by this Agreement. Any such conveyance Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 32 of 48 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. ARTICLE X WATER AND WASTEWATER 10.01 Provision of Wastewater Services. Wastewater services to the Land shall be governed by the Wastewater Services Agreement_ 10.02 Provision of Water Services. The Parties agree that retail water services to the Land will be provided by the City. The City will issue "will -serve" letters to the Owner and District from time to time as appropriate under then existing policies of the City to evidence its commitment to provide retail water service to the Land in accordance with this Agreement and other applicable law. 10.03 Limit on Wastewater Connections; Limit on Development Approvals. Owner shall not submit an application for and the City shall not approve any preliminary or final plat or any other Development application for any portion of the Land that 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. Notwithstanding the foregoing in this Section, the City agrees to consider reasonable requests by Owner to install individual, privately - owned grinder pumps to extend wastewater service to single Lots where necessary due to topography. 10.04 Wastewater Service to Third Parties. Owner and District are prohibited from providing wastewater service to any third parties to any land other than the Land, and from obtaining wastewater service from any entity other than the City. Owner and the District agree that the City may use the Public Infrastructure to provide wastewater service to third parties, so long as such use does not (i) impair the City's commitment of and ability to provide wastewater service to the Land under the Wastewater Services Agreement; or (ii) breach the City's obligations under the Wastewater Services Agreement; and the City agrees to reserve for the Owner or the District any capacity interest or contract rights of such parties in the Public Infrastructure constructed pursuant to the Wastewater Services Agreement. 10.05 No Septic Systems. Owner shall not submit an application for and the City shall not approve any preliminary or final plat for any portion of the Land that is to be served by on -site sewage facilities (septic systems). Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 33 of 48 ARTICLE XI OTHER SERVICES l 1.01 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 II Customers, as set forth in the City's Code of Ordinances Section 13.04.180. 11.02 Police, Fire and EMS Services. The District, at its sole expense, may provide, or cause to be provided, police, fire and EMS services to serve the Land, and the City shall have no responsibility for providing those services. 11.03 Street Lighting. Owner or District will construct and maintain street lighting within the boundaries of the District in compliance with the applicable standards of the electric service provider for the Land. The District will operate and maintain the street lighting within its boundaries. 11.04 Fire Hydrants. When retail water service is provided to the Land by the City, the City shall maintain any fire hydrants that are a part of the public water system serving the Land. Owner agrees that restrictive covenants for the Land shall require that any privately -owned fire hydrants, such as those located within commercial Developments, including apartment complexes, that are located outside of an easement conveyed to the retail water service provider for the Land shall be owned, operated, and maintained by the owner of the property on which the hydrants are located. The restrictive covenants shall also require that commercial property owners perform maintenance of all privately -owned fire hydrants on their property in accordance with the retail water service provider's or the City's maintenance recommendations. The City shall not have responsibility for maintenance of privately -owned hydrants, but may inspect such fire hydrants and require the reservation of appropriate easements on all properties on which privately -owned fire hydrants will be located in order to allow the applicable fire service provider to access the fire hydrants for fire -fighting purposes. 11.05 Services Outside the District. Owner and District shall not be authorized to provide water, wastewater, garbage, fire, police, EMS or other services outside the boundaries of the District without the express written consent of the City Council, at the City Council's sole discretion. ARTICLE XII ANNEXATION 12.01 General. The Parties acknowledge and agree that the Land lies wholly within the City's ETJ. The Parties further acknowledge and agree that the creation of the Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 34 of 48 District, and the City's consent thereto, are for purposes that include promoting the orderly Development and extension of City services to the Land upon annexation. 12.02 Filing of Notices. Within thirty (30) days after the District Creation Date, the District shall file in the real property records of Williamson County: (1) a notice in the form required by Section 49.452 of the Texas Water Code; and (2) a notice in the form of Exhibit K attached hereto stating the extent of City services and that the City has the right to annex the Land subject to the terms and conditions of this Agreement and the Strategic Partnership Agreement. 12.03 Partial Annexations by City; Limited Purpose Annexation; and Strategic Partnership Agreement. Owner and the District agree to cooperate with and assist the City in annexing one or more areas within the District in the manner prescribed by law which does not result in the dissolution of the District, each of which areas shall not exceed the minimum width limitations imposed by law, as reasonably necessary for the City to connect areas to the City that are outside the District that the City intends to annex; provided that any such annexation by the City shall not (i) result in ad valorem taxes of the City and the District being levied on any property within the District that is owned by non -governmental entities; or (ii) otherwise conflict with applicable law. Owner and District hereby consent to annexation of the Land for limited purposes as more specifically set forth in the Strategic Partnership Agreement. 12.04 Full Purpose Annexation by City. Except as otherwise provided in Section 12.03 of this Agreement or in the Strategic Partnership Agreement, the City agrees that it shall not annex for full purposes any of the Land within the District until the earlier of: (a) the expiration or termination of this Agreement between the City and the District; or (b) the fifteenth (15th) anniversary of the date of the first issuance of bonds by the District; or (c) the date that the District has issued bonds to reimburse the Owner for ninety percent (90%) of the Public Infrastructure eligible for reimbursement under applicable laws or TCEQ regulations and this Agreement. On full purpose annexation, the District shall be converted to a Limited District as described in the Strategic Partnership Agreement. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 35 of 48 12.05 OWNER, DISTRICT AND ALL FUTURE OWNERS OF THE LAND (INCLUDING END -BUYERS AND OWNERS) IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE ANNEXATION OF THE LAND FOR LIMITED PURPOSES AS OF THE EFFECTIVE DATE WITH THE EFFECT SET FORTH IN THE STRATEGIC PARTNERSHIP AGREEMENT; THE FULL PURPOSE ANNEXATION OF THE LAND INTO THE CORPORATE LIMITS OF THE CITY IN ACCORDANCE WITH THIS AGREEMENT AND THE CONVERSION OF THE DISTRICT TO A LIMITED DISTRICT ON FULL PURPOSE ANNEXATION, AND WAIVE ALL OBJECTIONS AND PROTESTS TO SUCH ANNEXATIONS AND CONVERSION TO A LIMITED DISTRICT. THIS AGREEMENT SHALL SERVE AS THE PETITION OF OWNER, DISTRICT, AND ALL FUTURE OWNERS AND OWNERS TO ANNEXATIONS OF THE LAND INTO THE CITY AND CONVERSION OF THE DISTRICT TO A LIMITED DISTRICT AT THAT TIME IN ACCORDANCE WITH THIS AGREEMENT AND THE STRATEGIC PARTNERSHIP AGREEMENT. 12.06 Zoning on Annexation by the City. Contemporaneously with the annexation of any land within the District, the City staff will support zoning of any undeveloped property within the District consistently with the land uses set forth in the Land Plan, and support zoning of all Developed Land consistently with the land uses in existence on the date of the annexation. 12.07 Annexation by the District. The District may not annex any additional land into its boundaries without the prior written consent of the City Council. ARTICLE XIII AUTHORITY 13.01 Authority. This Agreement is entered into under the statutory authority of Section 54.016 of the Texas Water Code and Sections 42.042 and 212.172 of the Texas Local Government Code. The parties intend that this Agreement guarantee the continuation of the extraterritorial status of the Land within the District; authorize certain general uses and Development on the Land; provide for infrastructure for the Land; specify the uses and Development of the Land after annexation; and provide other lawful terms and considerations relating to the Land. ARTICLE XIV REPORTING 14.01 Information to be Provided to the City. The District and Limited District shall provide a copy of the following documents to the City Secretary, City Manager, Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 36 of 48 Planning Director and Utility Director in the manner provided in Section 16.02 of this Agreement pertaining to Notices within the timeframes specified below: (a) Agendas: a copy of the agenda for each meeting of the District's/Limited District's Board concurrently with the posting of the agenda at the Williamson County Courthouse. (b) Minutes: a copy of the minutes of all meetings of the District's/Limited District's Board and of any committees or subcommittees created by the District's/Limited District's Board within ten (10) business days of the date of approval of such minutes by the District's/Limited 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 to the within ten (10) days after the District's/Limited District's Board adopts the rate. (d) Budgets: a copy of the District's/Limited District's budget for each fiscal year within five (5) days after approval of each budget by the District's/Limited District's Board. 14.02 Financial Dormancy Affidavit, Financial Report or Audit. The District and Limited District shall file a copy of their annual financial dormancy affidavit, annual financial report or annual audit of its debt service and general fund accounts, whichever is required under the Texas Water Code, with the Finance Director, within ten (10) days after approval of each financial dormancy affidavit, financial report or audit by the District's/Limited District's Board. 14.03 Other Documents. The District and Limited District shall provide copies of any other material event notices filed under applicable federal securities laws or regulations to the City Secretary, City Manager, and City Director of Finance within thirty (30) days after filing such notices with the applicable federal agency. ARTICLE XV TERM, ASSIGNMENT AND REMEDIES 15.01 Term. This Agreement shall be effective as to the Owner and the District from the Effective Date and shall continue in effect until the District is annexed for full purposes, and its obligations are fully assumed by the City, at the City's sole election, or until terminated as otherwise provided herein, or in writing by mutual agreement of the City and the District. This Agreement shall be effective as to the Owner and the Limited Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 37 of 48 District from the full purpose annexation date and shall continue in effect until the Limited District is dissolved, and its obligations are fully assumed by the City, at the City's sole election, or until terminated as otherwise provided herein, or in writing by mutual agreement of the City and the Limited District. This Agreement shall be recorded in the Official Records of Williamson County and shall run with the Land. 15.02 Delegation and Assignment. (a) Delegation of Performance Obligation(s). Subject to the additional terms and conditions set forth in Section 15.03 of this Agreement, no Party may delegate any of its obligations to perform under this Agreement, except upon delivery to the non -delegating parties, at least twenty (20) business days before the delegation, of a written agreement executed by authorized representatives of the delegating party and the delegate stating the specific performance obligations delegated and containing the delegate's express consent to perform the delegated obligations as set forth in this Agreement with 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 15.03 of this Agreement, Owner may assign its rights to performance under this Agreement only to: (1) a Lender to the extent necessary to obtain financing for Development of the Land and if the assignment to the Lender occurs after the recordation of this Agreement as required by Section 16.11 of this Agreement; or (2) a successor owner to Owner of all or any part of the Land who may also be an assignee of the Related Agreements; or (3) to the District. Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 38 of 48 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, except to the extent that the assigning party retains a lien on the Land or any part thereof accompanying the assignment. (d) Effect of Delegation or Assignment in Violation of this Section. Any purported assignments or delegations in violation of Section 15.02 (a) or (b) are void. 15.03 Other Limitations on Delegation and Assignment. Notwithstanding anything to the contrary in this Agreement, Owner shall not have the right to assign rights in or delegate performance of obligations under this Agreement until after the District becomes a Party and after this Agreement is recorded in the Official Records of Williamson County, and any purported assignments or delegations in violation of these two conditions are void and shall have no force or effect. 15.04 Default and Rights and Remedies for Default. (a) Notification of Default. Any material breach of this Agreement or a Related Agreement shall be a default of this Agreement. If any Party commits a default of this Agreement, the non -defaulting Party shall give Notice to the defaulting Party that describes the default in reasonable detail. (b) Cure of Default. For any default that can be cured by the payment of money or the posting of the Fiscal Security (each a "Monetary Default"), 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 Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 39 of 48 than ninety (90) days after the date of the Notice (the "Non -Monetary Default Cure Period"). 15.05 City's Remedies During Owner's or District's Cure Periods. No Bonds shall be issued by District and the City shall have all rights to enjoin the issuance of Bonds during the applicable Cure Period for an Owner or District default. In addition, the City shall be relieved of all of its obligations under this Agreement and all Related Agreements, including, without limitation, obligations to process or approve applications, permits, plats, utility connections, utility taps, or any other Development or utility -related applications pertaining to the Land, during the applicable Cure Period for an Owner or District default. During the Cure Period, the actions authorized by this Section are the City's exclusive remedies for delay. If the Owner's or District's default remains uncured after the applicable Cure Period, the City shall also be entitled to all rights and remedies available to it by law or in equity or by statute or otherwise. 15.06 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, 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. 15.07 City's Right to Terminate. After the expiration of the applicable Cure Period, without regard to Owner's or District's partial performance, if any, the City is entitled to terminate this Agreement upon written notice to Owner and District, with the effect set forth in this Section 15.07, if Owner or 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 District has failed to satisfy a condition Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 40 of 48 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 DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CITY AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN ANY LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY'S FEES AND EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE CITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM THE BREACH OR UNCURED DEFAULT AND TERMINATION OF THE AGREEMENT AND ENFORCEMENT OF THIS SECTION. ARTICLE XVI MISCELLANEOUS PROVISIONS 16.01 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. 16.02 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing it with Federal Express or another delivery service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; or (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement. Notice by United States mail will be effective on the earlier of the date of receipt or three Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 41 of 48 (3) days after the date of mailing. Notice given in any other manner will be effective when received. For purposes of notice, the addresses of the parties, until changed as provided below, will be as follows: City: City of Georgetown P. O. Box 409 Georgetown, Texas 78627 Attn: City Manager and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Attorney Owner: Parmer Ranch Partners, L.P. 4718 Mill Creek Dallas, TX 75244 USA Attn: Joe R. Owen With a copy to: Owen Holdings Inc. 13760 Noel Road, Suite 1020 Dallas TX 75240 Attn: Joe R. Owen, President District: Northwest Williamson County Municipal Utility District No. 2 Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 42 of 48 C/O Ronald J. Freeman, Attorney 102 N. Railroad Ave. Pflugerville, TX 78660 Attn: Ronald J. Freeman 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. The 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. 16.03 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. 16.04 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. 16.05 Entire Agreement. This Agreement and the Exhibits attached hereto, together with the Related Agreements and the Exhibits attached thereto, collectively Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 43 of 48 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. 16.06 Exhibits, Headings, Construction and Counterparts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice -versa. The parties acknowledge that each of them have been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party 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. 16.07 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. 16.08 Notice to End Buyer. At the time each prospective End Buyer 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 and 54.016(h)(4)(i) of the Texas Water Code as well as the notice attached hereto as Exhibit K. 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 plat records of Williamson County. This obligation of sellers of real property to give notice shall be a covenant and shall run with the land. A memorandum of agreement setting forth this obligation to give notice shall be filed of record in Williamson County, Texas 16.09 Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. The Owner hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 44 of 48 the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of the Owner. District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, regulations and orders governing or pertaining to the District. 16.10 Exhibits. The Exhibits listed below and attached hereto are made part of the Agreement by this reference for all purposes: Exhibit Description Exhibit A Land — metes and bounds description Exhibit B Land - sketch Exhibit C Finance Plan Exhibit D Land Plan Exhibit E-1 Land Development Standards Exhibit E-2 Tree Preservation Standards Exhibit E-3 Tree Preservation Sensitive Areas Exhibit F Partial Assignment of Receivables Agreement Exhibit G Preliminag Engineering Report Exhibit H Ronald Reagan Regional Trail Standards Exhibit I Strategic Partnership Agreement Exhibit j Master Development Fee Formula Exhibit K Annexation Notice (TWC 49.452 notice) - form 16.11 Recordation. This Agreement shall be recorded in the records of Williamson County at Owner's expense. Owner shall obtain and record subordination agreements for any lender liens on the Land or other interests in the Land, and on the City's interests under this Agreement and the Related Agreements that are prior to the time of recordation of this Agreement. [THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK.] [SIGNATURE PAGES IMMEDIATELY FOLLOW.] Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 45 of 48 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. Notary Public Signature Printed Name: My Commission Expires: Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 46 of 48 OWNER: Parmer Ranch Partners, L.P., a Texas limited partnership Date: STATE OF TEXAS § COUNTY OF § By: Owen Holdings Inc., a Texas corporation, its general partner 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: Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 47 of 48 DISTRICT: NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO.2 By: Nam Title: Date: ATTEST: Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of , 2019, 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: Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Page 48 of 48 EXHIBIT A Metes and Bounds Description of the Land Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement FIELD NOTES JOB NO. 16301 DATE: JANUARY 18, 2017 PAGE 1 OF 6 TRACT 1 250.58 ACRES 250.58 ACRES OF LAND OUT OF THE CHAS H. DELANEY SURVEY, ABSTRACT NO. 181 AND THE LEWIS P. DYCHES SURVEY, ABSTRACT NO. 171, IN WILLIAMSON COUNTY, TEXAS, AND BEING PART OF THAT TRACT CALLED 501.59 ACRES IN A DEED TO PARMER RANCH PARTNERS, L.P. RECORDED UNDER DOCUMENT NO. 2002073008, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND FURTHER DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a "TXDOT" 3 inch brass disk in concrete found inside of said 501.59 acre tract at the intersection of the north line of Ronald Reagan Boulevard (260' right-of-way) and the east line of Ranch to Market Road 2338 (R.M. 2338), recorded in that deed to Williamson County, Texas under Document No. 2007026639 of said Official Public Records, for the southwest corner of this tract; THENCE: inside of said 501.59 acre tract with the east line of said R.M. 2338 as conveyed in said deed to Williamson County, Texas the following three (3) courses: 1. 1,075.53 feet along a curve to the right (r= 5,925 feet, Ic= N 26°05'35" W, 1,074.05 feet) to a "TXDOT" 3 inch brass disk in concrete found, marking an angle point in the east line of said R.M. 2338, for an angle point in the west line of this tract; 2. N 20°47'37" W, 63.88 feet to a "TXDOT" 3 inch brass disk in concrete found, marking an angle point in the east line of said R.M. 2338, for an angle point in the west line of this tract; 3. S 69-33-46" W, 34.82 feet to a "TXDOT" 3 inch brass disk in concrete found, marking an angle point in the east line of R.M. 2338 as conveyed to the State of Texas by Volume 416, Page 60, Deed Records of Williamson County, Texas, being the northwest corner of said Williamson County tract, for an angle point in the west line of said 501.59 acre tract and this tract; THENCE: N 20°59'41" W, 1,257.94 feet with the east line of said R.M. 2338 conveyed to the State of Texas and the west line of said 501.59 acre tract to a 1/2" iron rod with orange cap stamped "RPLS 2218" found, marking the southwest corner of that tract called 10.00 acres in a deed to Most Rev. Vincent M. Harris recorded in Volume 578, Page 520 of said Deed Records, for the northwest corner of said 501.59 acre tract and this tract; THENCE: N 68°21'25" E, with the north line of said 501.59 acre tract at 864.97 feet pass a 1/2" iron rod found marking the southeast corner of said Harris tract and the southwest corner of that tract conveyed to Johnson Family Trust by deed recorded in Document No. 2007059047 of said Official Public Records, and continuing for an overall distance of 3,044.18 feet with the south line of said Johnson Family Trust tract to a 1/2" iron rod with yellow cap stamped "CCC" found in the west line of that tract called 17.15 acres in a deed to Justin L. Hall and Brenda L. Hall by deed recorded in Volume 1525, Page 792, Official Records of Williamson County, Texas, marking the southeast corner of said Johnson Family Trust tract, for the northeast corner of said 501.59 acre tract and this tract; THENCE: with the east line of said 501.59 acre tract the following fourteen (14) courses, for the east line of this tract: 1. S 22'08'13" E, 375.79 feet with the west line of said 17.15 acre Hall tract to a 1/2" iron rod found marking the southwest corner of said 17.15 acre Hall tract and the northwest corner of that tract called 9.614 acres in a deed to Roy A. Hall and Ivan I. Hall recorded in Volume 2109, Page 738, of said Official Records, for an angle point in the east line of this tract; S:12016 PROJECTS116301 DELANEY & DYCHES (450 AC)IBOUNDARY116301_F1ELD NOTES.odt FIELD NOTES JOB NO. 16301 DATE: JANUARY 18, 2017 PAGE 2 OF 6 2. S 22°12'46" E, 359.37 feet with the west line of said 9.614 acre Hall tract to a 1/2" iron rod found marking the southwest corner of said 9.614 acre Hall tract and the northwest corner of that tract called 6.83 acres in a deed to William Berman recorded in Document No. 2010010969, of said Official Public Records, for an angle point in the east line of this tract; 3. S 22°48'07" E, 182.62 feet with the west line of said Berman tract to a 60D nail with flagging found marking the southwest corner of said Berman tract and the northwest corner of that tract called 19.52 acres in a deed to Dennis E. Sawyer recorded in Volume 1595, Page 635, of said Official Records, for an angle point in the east line of this tract, 4. S 21 °50'53" E, 769.29 feet with the west line of said Sawyer tract to a 1/2" iron rod found, marking the southwest corner of said Sawyer tract, for an angle point in the east line of this tract; 5. N 69°32'24" E, 1,093.87 feet with the south line of said Sawyer tract to a 1/2" iron rod with yellow cap stamped "CCC" found, marking the southeast corner of said Sawyer tract and an angle point in the west line of that tract called 128.38 acres in a deed to GW Georgetown Property, L.P. recorded in Document No. 2006067253, of said Official Public Records, for an angle point in the east line of this tract; 6. S 27°18'53" E, 133.42 feet with the west line of said GW Georgetown Property tract to a 1/2" iron rod found, marking an angle point in the west line of said GW Georgetown Property tract, for an angle point in the east line of this tract; 7. S 20'33'15" E, 616.42 feet in part with the west line of said GW Georgetown Property tract and the west line of the Amended Plat of Mission Oaks, Phase IV, recorded in Document No. 2015012308 of said Official Public Records to a 1/2" iron rod found, marking the northwest corner of that 21.02 acre tract called Tract I in a deed to Willie J. Kopecky, Jr. and Mardi Kopecky recorded in Document No. 2001040377 of said Official Public Records, for an angle point in the east line of this tract; 8. S 20'34'17" E, 357.47 feet with the west line of said Kopecky tract to a 1/2" iron rod with pink cap stamped "TLS INC." set, marking an angle point in the west line of said Kopecky tract, for an angle point in the east line of this tract; 9. S 20'13'17" E. 92.48 feet with the west line of said Kopecky tract to a 1/2" iron rod with pink cap stamped "TLS INC." set, marking the southwest corner of said Kopecky tract and the northwest corner of that 24.857 acre tract called Tract IV in a deed to George Hejtmanek and Barbara Hejtmanek recorded in Document No. 2014022501 of said Official Public Records, for an angle point in the east line of this tract; 10. S 20°27'47" E, 255.80 feet with the west line of said Hejtmanek tract to a 1/2" iron rod with pink cap stamped "TLS INC." set, marking an angle point in the west line of said Hejtmanek tract, for an angle point in the east line of this tract; 11. S 20°25'47" E, 736.23 feet with the west line of said Hejtmanek tract to a 1/2" iron rod found, marking the southwest corner of said Hejtmanek tract, for an angle point in the east line of this tract; 12. N 69°16'38" E, 1,022.60 feet with the south line of said Hejtmanek tract to a 1/2" iron rod found, marking an angle point in the south line of said Hejtmanek tract and the northwest corner of that 19.05 acre tract called Tract A in a deed to Marcus Group II, LLC, recorded in Document No. 2015039581, of said Official Public Records, for an angle point in the east line of this tract; S:12016 PROJECTS06301 DELANEY & DYCHES (450 AC)000NDARY116301_FIELD NOTES, odt FIELD NOTES JOB NO. 16301 DATE: JANUARY 18, 2017 PAGE 3 OF 6 13. S 21-13-22" E, 683.25 feet with the west line of said Tract A to a 1/2" iron rod with pink cap stamped "TLS INC." set, marking the southwest corner of said Tract A and the northwest corner of that 15.49 acre tract called Tract B in said deed to Marcus Group II, LLC, for an angle point in the east line of this tract; 14. S 21 °55'57" E, 669.34 feet in part with the west line of said Tract B and with the west line of that 0.24 acre tract called Tract C in said deed to Marcus Group II, LLC to a 1/2" iron rod with orange cap stamped "RPLS 5784" found in the north line of said Ronald Reagan Boulevard, marking the southwest corner of said Tract C, for the southeast corner of this tract; THENCE: inside of said 501.59 acre tract with the north line of said Ronald Reagan Boulevard the following four (4) courses, for the south line of this tract: 1. N 64°55'55" W, 2,294.14 feet to a cotton spindle found, for an angle point in the south line of this tract; 2. 3,154.90 feet along a curve to the left (r= 3,580 feet, Ic= S 89°49'07" W. 3,053.80 feet) to a 1/2" iron rod with orange cap stamped "RPLS 5784" found, for an angle point in the south line of this tract; 3. S 64'34'16" W, 487.50 feet to a "TXDOT" 3 inch brass disk in concrete found, for an angle point in the south line of this tract; 4. N 70°36'52" W, 184.32 feet to the point of beginning, containing 250.58 acres of land, more or less. All Bearings cited hereon based on Grid North Texas State Plane Coordinate System (Central Zone) NAD83(93). Kenneth Louis Crider, R.P.L.S. Texas Land Surveying, Inc. 3613 Williams Drive, Suite 903 Georgetown, Texas 78628 KENNETH LOUTS CRIDEP No. 5624 •� 5624 �' ¢ r� o.•ao••'; S�j��II �7exa5 ZanZSun)yIlls, JirZc. -A Land Surveying and Geoscience Firm- 3613 Williams Drive, Suite 903 — Georgetown, Texas 78628 (512) 930-1600 www.texas-Is.com TBPLS FIRM No. 10056200 GEOSCIENCE FIRM No. 50538 S:12016 PROJECTS116301 DELANEY & DYCHES (450 AC)WOUNDARY116301FIELD NOTES.odt FIELD NOTES JOB NO. 16301 DATE: JANUARY 18, 2016 PAGE 4 OF 6 TRACT 2 204.28 ACRES 204.28 ACRES OF LAND OUT OF THE CHAS H. DELANEY SURVEY, ABSTRACT NO. 181 AND THE LEWIS P. DYCHES SURVEY, ABSTRACT NO. 171, IN WILLIAMSON COUNTY, TEXAS, AND BEING PART OF THAT TRACT CALLED 501.59 ACRES IN A DEED TO PARMER RANCH PARTNERS, L.P. RECORDED UNDER DOCUMENT NO. 2002073008, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND FURTHER DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a "TXDOT" 3 inch brass disk in concrete found inside of said 501.59 acre tract in the south line of Ronald Reagan Boulevard (260' right-of-way), recorded in that deed to Williamson County, Texas under Document No. 2007026639 of said Official Public Records, for the northwest corner of this tract; THENCE: inside of said 501.59 acre tract with the south line of said Rondald Reagan Boulevard the following three (3) courses: 1. N 64°33'21" E, 451.17 feet to a 1/2" iron rod with orange cap stamped "RPLS 5784" found, marking an angle point in the south line of said Ronald Reagan Boulevard, for an angle point in the north line of this tract; 2. 2,925.64 feet along a curve to the right (r= 3,320.00 feet, Ic= N 89'49'16" E, 2,831.89 feet) to a 1/2" iron rod with illegible orange cap found, marking an angle point in the south line of said Ronald Reagan Boulevard, for an angle point in the north line of this tract; 3. S 64°55'55" E, 2,573.13 feet to a 1/2" iron rod with pink cap stamped "TLS INC." set in the east line of said 501.59 acre tract, marking the north corner of that tract conveyed to Circle B-Y Partners LTD. and Michelle Dube by deed recorded in Document No. 2012087245 of said Official Public Records, for the northeast corner of this tract; THENCE: S 21 °55'57" E 172.10 feet with the north line of said Circle B-Y Partners tract and the east line of said 501.59 acre tract to a 1/2" iron rod with pink cap stamped "TLS INC." set, marking an angle point in the north line of said Circle B-Y Partners tract, for the southeast corner of said 501.59 acre tract and this tract; THENCE: with the south line of said 501.59 acre tract the following two (2) courses- 1. S 67°56'04" W, 2,464.98 feet in part with the north line of said Circle B-Y Partners tract and the north line of that tract called 13.82 acres in a deed to Mike Nations recorded in Document No. 1999072883 of said Official Public Records to a 1/2" iron rod found, marking an angle point in the north line of said Nations tract, for an angle point in the south line of this tract; 2. S 61'11'54" W, 43.03 feet to a 1/2" iron rod in concrete with orange cap stamped "RPLS 5784" found, marking an angle point in the east line of Ranch to Market Road 2338 (R.M. 2338) being recorded in said deed to Williamson County, Texas, for an angle point in the south line of this tract; THENCE: into said 501.59 acre tract with the east line of said R.M. 2338 the following four (4) courses: 1. S 89°55'45" W, 870.55 feet to a "TXDOT" 3 inch brass disk in concrete found, for an angle point in the south line of this tract; S:12016 PROJECTS06301 DELANEY & DYCHES (450 AC)IBOUNDARY116301_FIELD NOTES_TRACT 2.odt FIELD NOTES JOB NO. 16301 DATE: JANUARY 18, 2016 PAGE 5 OF 6 2. 1,128.40 feet along a curve to the right (r= 1,660.00 feet, Ic= N 70°34'57" W, 1,106.80 feet) to a 1/2" iron rod in concrete with orange cap stamped "RPLS 5784" found, for the southwest corner of this tract; 3. N 46°31'43" W, 1,237.18 feet to a 2 inch pipe fence corner post found, for an angle point in the west line of this tract; 4. 847.58 feet along a curve to the right (r= 5,925.00 feet, Ic= N 40°09'49" W, 846.86 feet) to a 1/2" iron rod with pink cap stamped "TLS INC." set at the intersection of the north line of said Ronald Reagan Boulevard and the east line of said R.M. 2338, for an angle point in the west line of this tract; THENCE: N 19'46'15" E, 136.77 feet with the south line of said Ronald Reagan Boulevard to the point of beginning, containing 204.28 acres of land, more or less. All Bearings cited hereon based on Grid North Texas State Plane Coordinate System (Central Zone) NAD83(93). OF •' � yoe��htr ° �"eY°°e�etrin.• fLENNET�H L.Of11Sa.tr°ultraa8.ee Kenneth Louis Crider, R.P.L.S. No. 5624 Cfi�D r ""`" "'""""°'e°°••••...... �L P 5624 Texas Land Surveying, Inc. 3613 Williams Drive, Suite 903 p �, G �, 9b s ,%'ot Georgetown, Texas 78628 SUm.� 9exas oC..anZQ urvNvnF) colic. -A Land Surveying and Geoscience Firm- 3613 Williams Drive, Suite 903 — Georgetown, Texas 78628 (512) 930-1600 www.texas-Is.com TBPLS FIRM No. 10056200 GEOSCIENCE FIRM No. 50538 S!12016 PROJECTS116301 DELANEY & DYCHES (450 AC)00UNDARY116301_FIELD NOTES TRACT 2.odt Closure Report JOB NO. 16301 DATE: August 30, 2016 PAGE 1 OF 2 Boundary Mancheck 1: TRACTI Closure Summary Distance: 359.37' Precision, 1 part in: 2369436.33' Easting: 3094021.27' Error distance: 0.01, Northing: 10244836.89' Error direction: N 20° 18' 52" W Side 8: Line Area: 250.58acres Direction: S 22° 48' 07" E Square area: 10915374.808 Angle: [179°] Perimeter: 18945.16' Deflection angle: [-001 °] Point of Beginning Distance: 182.62' Easting: 3091892.65' Easting: 3094092.05' Northing: 10242208.34' Northing: 10244668.54' Side 1: Curve Side 9: Line Curve direction: Clockwise Direction: S 21 ° 50' 53" E Radius: [5924.98'] Angle: [-179°] Arc length: 1075.53' Deflection angle: [001 °] Delta angle: 010° Distance: 769.29' Tangent: [539.24'] Easting: 3094378.34' Chord direction: N 26° 05' 35" W Northing: 10243954,51' Chord angle: [154°] Side 10: Line Deflection angle: [-026°] Direction: N 69° 32' 24" E Chord distance: 1074.05' Angle: [091 °] Easting: 3091420.25' Deflection angle: [-089°] Northing: 10243172.92' Distance: 1093.87' Side 2: Line Easting: 3095403.20' Direction: N 20° 47' 37" W Northing: 10244336.87' Angle: [-180°] Side 11: Line Deflection angle: [000°] Direction: S 27° 18' 53" E Distance: 63.88' Angle: [-097°] Easting: 3091397.57' Deflection angle: [083°] Northing: 10243232.64' Distance: 133.42' Side 3: Line Easting: 3095464.42' Direction: S 69° 33' 46" W Northing: 10244218.33' Angle: [090°] Side 12: Line Deflection angle: [-090°] Direction: S 20° 33' 15" E Distance: 34.82' Angle: [-173°] Easting: 3091364.94' Deflection angle: [007°] Northing: 10243220.49' Distance: 616.42' Side 4: Line Easting: 3095680.84' Direction: N 20° 59' 41" W Northing: 10243641.15' Angle: [-091 °] Side 13: Line Deflection angle: [089°] Direction: S 20° 34' 17" E Distance: 1257.94' Angle: [180°] Easting: 3090914.24' Deflection angle: [-000°] Northing: 10244394.92' Distance: 357.47' Side 5: Line Easting: 3095806.45' Direction: N 68° 21' 25" E Northing: 10243306.47' Angle: [-091 °] Side 14: Line Deflection angle: [089°] Direction: S 20° 13' 17" E Distance: 3044.16' Angle: [-180°] Easting: 3093743.81' Deflection angle: [000°] Northing: 10245517.68' Distance: 92.48' Side 6: Line Easting: 3095838.42' Direction: S 22° 08' 13" E Northing: 10243219.69' Angle: [-090°] Side 15: Line Deflection angle: [090°] Direction: S 20° 27' 47" E Distance: 375.79' Angle: [180°] Easting: 3093885.41' Deflection angle: [-000°] Northing: 10245169.59' Distance: 255.80' Side 7: Line Easting: 3095927.84' Direction: S 22° 12' 46" E Northing: 10242980.04' Angle: [180°] Side 16: Line Deflection angle: [-000°] Direction: S 20° 25' 47" E S:12016 PROJECTS116301 DELANEY & DYCHES (450 AC)IEXPOR7'116301 Closure Report Tract 1.odt Closure Report JOB NO. 16301 DATE: August 30, 2016 PAGE 2 OF 2 Angle: [-180°] Distance: 2294.14' Deflection angle: [000°] Easting: 3095560.57' Distance: 736.23' Northing: 10242366.16' Easting: 3096184.83' Side 21: Curve Northing: 10242290.11' Curve direction: Counter -clockwise Side 17: Line Radius: [3580.01'] Direction: N 69° 16' 38" E Arc length: 3154.90' Angle: [090°] Delta angle: 050° Deflection angle: [-090°] Tangent: [1688.14'] Distance: 1022.60' Chord direction: S 89° 49' 07" W Easting: 3097141.27' Chord angle: [155°] Northing: 10242651.96' Deflection angle: [-025°] Side 18: Line Chord distance: 3053.80' Direction: S 21° 13' 22" E Easting: 3092506.78' Angle: [-090°] Northing: 10242356.50' Deflection angle: [090°] Side 22: Line Distance: 683.25' Direction: S 64° 34' 16" W Easting: 3097388.61' Angle: [180°] Northing: 10242015.05' Deflection angle: [-000°] Side 19: Line Distance: 487.50' Direction: S 21 ° 55' 57" E Easting: 3092066.51' Angle: [179°] Northing: 10242147.17' Deflection angle: [-001 °] Side 23: Line Distance: 669.34' Direction: N 70° 36' 52" W Easting: 3097638.61' Angle: [-135°] Northing: 10241394.15' Deflection angle: [045°] Side 20: Line Distance: 184.32' Direction: N 64° 55' 55" W Easting: 3091892.64' Angle: [-043°] Northing: 10242208.35' Deflection angle: [137°] All Bearings cited hereon based on Grid North Texas State Plane Coordinate System (Central Zone) NAD83(93). 5624 /1, °�Fss,°° CAS GG1Z GlYll�l12�, 12C. Kenneth Louis rider, R.P.L.S. No. 562 -�1 -A Land Surveying and Geoscience Firm - Texas Land Surveying, Inc. 613 Williams Drive, Suite 903 — Georgetown, Texas 78628 3613 Williams Drive, Suite 903 (512) 930-1600 www.texas-Is.com TBPLS FIRM No. 10056200 GEOSCIENCE FIRM No. 50538 Georgetown, Texas 78628 S:12016 PROJECTS06301 DELANEY & DYCHES (450 AC)IEXPORT116301 Closure Report Tract 1.odt Closure Report JOB NO. 16301 DATE: August 30, 2016 PAGE 1 OF 1 Boundary Maocheck: TRACT 2 Closure Summary Precision, 1 part in: 2340537.51' Error distance: 0.01, Error direction: N 65' 46' 08" E Area: 204.28acres Square area: 8898487.111 Perimeter: 12850.53' Point of Beginning Easting: 3092211.02' Northing: 10241927.93' Side 1: Line Direction: N 64° 33' 21" E Angle: [-115°] Deflection angle: [065°] Distance: 451.17' Easting: 3092618.42' Northing: 10242121.76' Side 2: Curve Curve direction: Clockwise Radius: [3320.00'] Arc length: 2925.64' Delta angle: 050' Tangent: [1565.46'] Chord direction: N 89' 49' 16" E Chord angle: [-155°] Deflection angle: [025°] Chord distance: 2831.89' Easting: 3095450.30' Northing: 10242130.60' Side 3: Line Direction: S 64' 55' 55" E Angle: pi SO-] Deflection angle: [000°] Distance: 2573.13' Easting: 3097781.06' Northing: 10241040.38' Side 4: Line Direction: S 21 ° 55' 57" E Angle: [-137°] Deflection angle: [043°] Distance: 172.10' Easting: 3097845.34' Northing: 10240880.74' Side 5: Line Direction: S 67' 56' 04" W Angle: [-090°] Deflection angle: [090°] Distance: 2464.98' Easting: 3095560.91' Northing: 10239954,73' Side 6: Line Direction: S 61 ° 11' 54" W Angle: [173°] Deflection angle: [-007°] Distance: 43.03' Easting: 3095523.20' Northing: 102 39934.00' Side 7: Line Direction: S 89' 55' 45" W Angle: [-151 °] Deflection angle: [029°] Distance: 870.55' Easting: 3094652.65' Northing: 102 39932.92' Side 8: Curve Curve direction: Clockwise Radius: [1659.99'] Arc length: 1128.40' Delta angle: 039' Tangent: [586.98'] Chord direction: N 70° 34' 57" W Chord angle: [-161°] Deflection angle: [019°] Chord distance: 1106.80' Easting: 3093608.80' Northing: 10240300.87' Side 9: Line Direction: N 46' 31' 43" W Angle: [-175°] Deflection angle: [005°] Distance: 1237.18' Easting: 3092710,96' Northing: 10241152.05' Side 10: Curve Curve direction: Clockwise Radius: [5924.91] Arc length: 847.58' Delta angle: 008' Tangent: [424.52'] Chord direction: N 40° 09' 49" W Chord angle: [-174°] Deflection angle: [006°] Chord distance: 846.86' Easting: 3092164.76' Northing: 10241799.22' Side 11: Line Direction: N 19' 46' 15" E Angle: [-124°] Deflection angle: [056°] Distance: 136.77' Easting: 3092211.02' Northing: 10241927.93' All Bearings cited hereon based on Grid North Texas State Plane Coordinate System (Central Zone) NAD83(93). � - s o -rc '��•� s °r`� �.• t- s �an �ury yin, c..�nc. R Kenneth Loui Crider, R.P.L.S. No. 5624 o . nd Surveying and Geoscience Firm - Texas Land Surveying, Inc. aBh041fia rive, Suite 903 - Georgetown, Texas 78628 3613 Williams Drive, Suite 903 KENNETH ... IS CRIDER(, ) 930-1600 www.texas-ls.com ... '.iy•"•"�°•"�`� 10056200 GEOSCIENCE FIRM No. 50538 Georgetown, Texas 78628 ;•�, 5i YJ 0��$81�:.�� S:12016 PROJECTS116301 DELANEY & DYCHES (450 AC) EXPOA9176301 Closure Report Tract 2.odt EXHIBIT B Sketch of the Land Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement 0 Q a 1 CN _ y ry �. U1 N 3 3 w t o yy3 xyj y} �r�m A o Eizus�% �uaarYu 3 ��U EXHIBIT C Finance Plan Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement J' m a � � U, w mm omm a - --- E �� .. .. ..- "'m$nnm vvvov vav v mmmnn.. - s 8S�88o . gg�o8888888888$ogBSSbS88S� x .z d o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a m o m o 0 0 0 0 0 0 o N...... n y, ....nmm<mmmmmmm,o,o,o,omm,ommm,nmavn .. �gnenS$�m ................. ....... mom s a ��mn a ;88^rvrvmS� a mnrnnnnnnnnrnnnnnnnnnnnnnnnnnn° xx 8 0 0 0 n w e . . . . . . . . . . C r3 •f � Stye$ $ m m �u $ � � � g � m m m m oSoSe<e<a<da<<a �. m 8 m mnnnnnrnnnnnnnnnnrrnnnnnn 9 :s n g $ $ m . . . . . . . . . g . m $ e m m m m m m m m m m m m m m m m m m m m m m m 7$ m m m m m m m m m m m m m S „ o$ n m m . . • . . . . . RA E m m onnnnnnnnnrnnnnnnrnnrnnnn I $r $$$$$SgS$ $v$SS$vvS134So3 ............. .0 0. n 4 . . . . . . . . . . . m.. 2 � En 0 0 o r g$ $ _ g m n m m m m m m m m m m m m m m m m m m m m m m m e3: m � EdA z gg yy 77 gg otia E � _ EXHIBIT D Land Plan Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement 0u F_ _co ME wE -r U 2 « � ry / � « � � EXHIBIT E-1 Land Development Standards Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement EXHIBIT E-1 Parmer Ranch Land Development Standards Purpose: In the event of a conflict between the UDC and this Exhibit or this Exhibit and the approved Consent Agreement, this Exhibit shall control. For sake of clarity, the term Development Area in this document refers to the categories listed in the Land Use Summary table shown on Exhibit D (Land Plan). 1. Land Use Regulations: Land uses permitted in the Development Areas shall be consistent with the land uses permitted in the corresponding Zoning Districts listed in Table 1.b-1 below, as such uses are set forth in the UDC in effect at the date of this agreement, are permitted by right for areas shown on Exhibit D (Land Plan). a. Manufacturing, Processing and Assembly General are prohibited uses b. Maximum of 30% of gross land designated as Mixed Use on the Land Plan can be used as multi -family Table 1.b-1: Northwest Williamson County MUD #2 Allowable Uses Development Area Zoning Districts Area (acres) Single Family* RS, TH, PF 240.2 Cluster Product RS, TF, TH, MF-1 28.2 Mixed Use C-1, C-3 ,CN, MU, MF-2, MF-1, PF 44.37 Mixed Use (No Multi -Family) C-1, C-3, CN, OF, BP, PF 55.9 Amenity Center 4.5 School 15.1 Parks/Trails/Open Space 47.13 Major ROW 19.7 Total Area 454.7 *Middle School use is allowable in the Single-family parcels without further approval. * Food trucks are allowed within all development areas, pursuant to Section 5 of the UDC. Page 1 of 7 EXHIBIT E-1 Parmer Ranch Land Development Standards 2. Residential Standards a. Residential Development Plan: There will be a maximum of 1,170 single family residential units located in the Single -Family and Cluster Development Areas at final buildout. To provide a variety of housing types and lot sizes, the Parmer Ranch master development will deliver residential lots ranging from thirty-four (34) to sixty (60) feet in lot width and provided as both fee simple lots and residential for sale condos. Additionally, the final buildout will be subject to the following restrictions: i. A maximum of thirty-five percent (35%) of total single family lots can be a minimum of forty feet 40' feet wide. ii. A maximum of 5% of total single family lots can be less than 40' if served by an alley. iii. A minimum of ten percent (10%) of the total single family lots will be at least sixty (60) feet in width. iv. Any lot size is allowed in any Single -Family Development Area so long as the overall lot mix as stated above. b. Residential Architectural Design Standards: All minimum requirements pertaining to residential lot size, setbacks, building height, and architectural standards are subject to the restrictions described below and set forth on Table 2.1. i. Architectural Standards for Single Family and Cluster parcels 1. Exterior Material Treatment: a. At least 85% of the exterior surface area of all front elevations, all street facing elevations, and all elevations facing public/private parkland shall consist of brick, stone, or stucco (exclusive of windows, doors or other openings): b. The side and rear elevations not facing a public right-of-way shall consist of at least 50% 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; and c. Street facing side of homes that back onto or are adjacent to arterial roads or residential collectors shall consist of 85% brick, stone or stucco on street facing side (exclusive of windows, doors or other openings). d. Residential Similarity Requirements of Section Sec. 6.02.050 of the UDC in force at the time approval of this agreement. Page 2 of 7 EXHIBIT E-1 Parmer Ranch Land Development Standards 2. Front Elevation Features a. 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. b. Each front elevation shall contain two or more masonry finishes to complement the architectural style of the home. c. At least a minimum of two (2) of the following design options shall be incorporated into front elevations and included on the architectural plans submitted for building permits: i. Covered front porch or patio with a minimum size of sixty (60) square feet; ii. A garage door recessed from the primary front facade a minimum of two feet (2'-0") for garage doors that face the front street; iii. Enhanced garage door materials (wood, ornamental metal, decorative door, window inserts and hardware, painted or stained to match house); iv. Shed roof or trellis (at least 18" deep) above the garage door; V. A combination of at least two (2) roof types (e.g. hip and gable) or two (2) different roof planes of varying height and/or direction; vi. Front -loaded garages set back a minimum of 25 feet from the street lot line. vii. The addition of one or more dormers on the front elevation to compliment the architectural style of the home. viii. A side -entry or swing -in garage entry (for garage doors that do not face the front street). 3. Overhangs a. Roof overhang of 18" permitted within side setback. Page 3 of 7 EXHIBIT E-1 Parmer Ranch Land Development Standards Table 2.1: Residential Lot Dimensional Standards Parcel Type Single Family & Cluster Parcels Cluster Parcels Minimum Lot width (ft.) 34 40 50F 0 Duplex Townhome Multifamily Size, min (sf) 3,230 3,800 -.iLot 5,500 7,200 6,000 6,000 12,000 Area Per Dwelling Unit, 1,200 1,200 1,200 1,500 1,000 2,000 - Min. Units per Structure, Max 1 1 1 1 2 8 No Limit Lot Width, min. (ft) 34 40 50 60 50 66 40 Front Setback, min (ft) 20 20 20 20 15 10 15 Side Setback, min (ft) 5 5 5 5 5 10 15 Rear Setback, minimum 10 10 10 10 10 10 15 feet Side/Rear Street Setback, 10 10 10 10 10 10 15 min (ft) Impervious Cover, max 65 65 60 60 70 70 70 (%) Building Height, max (ft) 35 35 35 35 35 40 60 Notes: 1. Townhome internal side setback — 0; External side setback 10' 2. If minimum side setback is five (5) feet or building separation is ten (10) feet, fire flow requirements must increase to 1,500 gallons 3. Ten (10) foot building separation for detached condo 4. Front Lot width to be measured at the street frontage Page 4 of 7 EXHIBIT E-1 Parmer Ranch Land Development Standards 3. Pedestrian and Vehicle Circulation: a. UDC Sec. 12.02.010 (pedestrian and bicycle mobility) b. Street rights -of -way within the Land shall be regulated by the right-of-way and pavement widths outlined in Section 12.03.020 of the 2014 Unified Development Code. Table 3.b-1: Street Sections Street Type Right -of -Way Width Pavement Width Local Streets 50 feet 28 feet (if parking on one side) 32 feet (if parking on both sides) Residential Collector 65 feet 37 feet Minor Arterial 110 feet 82 feet Major Collector 73 feet 45 feet c. Horizontal Curves: The following table outlines the minimum horizontal curve radius for each roadway Classification. Table 3.c-1: Minimum Horizontal Curves Design Standard Horizontal Curve (minimum ft.) Local Residential 250* Residential Collector 300 feet Minor Arterial 470 feet Major Collector 300 feet *Centerline radius on local residential streets may have a horizontal curve of less than 250 feet (but not less than 200 feet) if (i) speed limit signs for 25 mph are installed, and (ii) if at least one of the following conditions are met: • The local residential street is a Cul-de-sac street that is 600 feet or less in length • The local residential street has a block length of 900 feet or less • When necessary to avoid significant trees or topographic constraints, as approved by the Planning Director. Page 5 of 7 EXHIBIT E-1 Parmer Ranch Land Development Standards d. Local Streets: Residential local streets may be 28' of pavement (face of curb to face of curb) with parking allowed on one side of the local street. A sign will be placed at all entries into each residential neighborhood stating that parking is restricted to one side of the street. Final sign language will be determined and agreed to by the City and Applicant prior to installation. 32' boc to boc, if parking on both sides 4. Si na e: A Master Sign Plan must be submitted to the City for review and approval with the application for the first preliminary plat for the Land. The following guidelines will govern the Master Sign Plan: a. Williams Drive — 3 primary entry monument signs allowed b. Ronald Reagan — 4 primary entry monument signs allowed c. Sign area for the primary monument signs maybe up to 250 square feet 5. Street Yard Design a. All unloaded Collector level or higher roadways with single-family homes backing up to the ROW shall have a minimum 6' masonry wall with columns spaced a minimum of 250' on center. b. A minimum 10' wide parkway shall be provided outside of the right-of-way for street trees and landscaping. Page 6 of 7 EXHIBIT E-1 Parmer Ranch Land Development Standards 6. Mixed Use Parcel Design Standards: All commercial and mixed use areas of the Land will conform with Chapter 7, Non Residential Development Standards and Chapter 8.04, Non - Residential Landscaping Requirements, of UDC in effect at the time of approval of this Amendment. Table 8-1: Mixed Use Parcel Development Standards Lot Width, minimum feet Front Setback, minimum feet I Front Setback, build -to option Side Setback, minimum feet Side setback to residential district, minimum feet Rear Setback, minimum feet Rear Setback to Residential district, minimum feet Building Height, maximum feet Bufferyards Landscaping Impervious Coverage 50 25 10 15 10 25 60 Refer to Section 8.04 of UDC for Bufferyard Requirements Refer to Chapter 8 of UDC for Minimum Landscape Requirements Refer to Section 11.02 for Impervious Coverage Requirements Page 7 of 7 EXHIBIT E-2 Tree Preservation Standards Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement PARMER RANCH TREE PRESERVATION GUIDELINES Tree Preservation and removal guidelines will be consistent with the UDC regulations as of March 1, 2019, except as shown on this exhibit regarding Parcels 6, 19, 20, and 21: 1. Definition of Trees and Mitigation Ratios: a. Heritage Tree Credit Trees: A Protected Tree species as defined by the UDC and with a size ranging from 18 inches to 26 inches. b. Credit Trees: As defined in Chapter 8.02.030 of the UDC, Existing trees with a DBH of at least six inches and no more than 12 inches. 2. Tree Preservation Plan: A Tree Preservation Plan will be created for each Preliminary Plat, Construction Plan, Final Plat and Site Development Plan and reviewed in the context of its related Preliminary Plat. The Tree Preservation Plan will be submitted and reviewed during the platting, construction and site plan review processes for mixed -use (commercial or multi -family) tracts within Parcels 6, 19, 20, and 21. The Tree Preservation Plan will state the following: a. Trees to remove b. Trees to remain c. A calculation of mitigation requirements for trees removed d. A calculation for credits earned by preserving Credit Trees e. A calculation of total credits earned for Parcels 6, 19, 20, and 21 plats f. A calculation of total credits used on Parcels 6, 19, 20, and 21 plats g. A calculation of available credits for use on the current Final Plat and/or Site Development Plan of Parcels 6, 19, 20, and 21. h. A demonstration of credits to be applied to the current Final Plat and/or Site Development Plan with a reference plan of existing planned credit application. i. A calculation of remaining credits for future use on Parcels 6, 19, 20, and/or 21 3. Tree Removal Allowances: The applicant will be allowed to remove the following percentage of trees within the Tree Preservation Plan of Parcels 6, 19, 20, and 21 and adjacent collector roadway rights -of -way (ROW) subject to the mitigation requirements and Heritage Tree Credit Tree provisions which follow: a. 20% of Heritage Trees with a DBH of 26-inches or greater can be removed within a Tree Plan without any further approval from the City. b. Preservation priority will be given to single trunk Heritage Trees. c. 80% of Protected Trees with a DBH of 12-inches or greater can be removed within a Tree Plan without any further approval from the City. d. Collector roadway ROW is exempt from Heritage Tree requirements and any trees removed shall not be included in the percentages listed above NWWCMUD 2 Page 1 of 2 PARMER RANCH TREE PRESERVATION GUIDELINES 4. Heritage Tree Credit Trees: a. Existing single -trunk trees located within the Preliminary Plat, Construction Plan, Final Plat and Site Development Plan boundaries being reviewed within the following areas will also count as Credit Trees on Parcels 6, 19, 20, and 21: i. Trees located within Parmer Ranch's collector roadways and directly adjacent to Parcels 6, 19, 20, and 21, but no wider than said parcel's linear street frontage, can be counted as Credit Trees for said parcels. ii. Landscape/Open Space lots iii. Parking lots iv. Private parks, trails, and open areas V. Residential Streetyard Lots within Preliminary Plat being reviewed vi. No credit will be given for trees within the existing TXDOT or COGICoun ROW. b. Heritage Tree Credit Trees preserved may be used for Mitigation requirements within the Tree Plan of the applicable Site Development Plan regarding Parcels 6, 19, 20, and 21 as follows: Can be applied towards a max fifty percent (50%) of the required mitigation inches for Heritage Tree removals after Section 2 (above), with the overall Tree Plan for the applicable Final Plat and Site Development Plan. ii. Only apply to required mitigation inches of Heritage Tree removals within the overall Tree Plan for the applicable Final Plat and Site Development Plan. Tree Plans shall be provided at Preliminary Plat and all subsequent Construction Plans, Final Plat, and Site Development Plans within the same Preliminary Plat for review. Should Final plats or Site Development Plans within Parcels 6, 19, 20, and 21 have excess Credits, these Credits may only be used in subsequent Tree Plans regarding Parcels 6, 19, 20, and 21 to offset Mitigation in subsequent submittals. NWWCMUD 2 Page 2 of 2 EXHIBIT E-3 Tree Preservation Sensitive Areas Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement U Z Q W 2 re Q EXHIBIT F Partial Assignment of Receivables Agreement AMENDED AND RESTATED PARTIAL ASSIGNMENT OF RECEIVABLES Parmer Ranch Partners, L.P., a Texas limited partnership, 4718 Mill Creek, Dallas, TX 75244, (the "Assignor") has entered into a Development Financing Agreement (the "Financing Agreement") with Northwest Williamson County Municipal Utility District No. 2 ("District") in connection with the design and construction of certain water, sewer, drainage, water quality, road and other facilities on the condition that the Assignor will be reimbursed in the future from the sale of bonds issued by the District for such purposes, subject to the terms and conditions of the Financing Agreement. Assignor has heretofore entered into that certain "Partial Assignment of Receivables dated and recorded as Document No. in the Official Records of Williamson County, Texas (the "Prior Partial Assignment"). This "Amended and Restated Partial Assignment of Receivables" completely replaces and supersedes the Prior Partial Assignment. In lieu of the Prior Partial Assignment, Assignor hereby assigns EIGHT PERCENT (8%) of the proceeds received from the District through the issuance of every series of bonds issued by the District ("Funds") to the City of Georgetown, Texas ("Assignee") in satisfaction of the requirements of Section 5.04 of the 2020 Amended and Restated Consent Agreement by and between the Assignor, the Assignee and the District. The District and the Assignor shall ensure that each installment payment will be paid to the City in conjunction and simultaneously with the Owner's reimbursement from the bonds. Assignor and Assignee agrees that this partial assignment of the Funds shall terminate at such time as the District is dissolved. Assignor and Assignee shall file an executed termination of partial assignment with the District at such time. By execution of this instrument, Assignee hereby accepts such assignment and assumes all of Assignor's rights, title, and interests in and to the Funds, and instructs the District to pay the Funds to the Assignee rather than the Assignor, subject to and in accordance with the terms and conditions of the agreement between the District and the Assignor. Executed to be effective on the day of , 2020. (signatures follow) Northwest Williamson County MUD No. 2 Exhibit F Amended and Restated Consent Agreement Pagel of 4 ASSIGNOR: Parmer Ranch Partners, L.P., a Texas limited partnership Date: STATE OF § COUNTY OF § By: Owen Holdings Inc., a Texas corporation, its general partner Joe R. Owen, President This instrument was acknowledged before me the day of 20 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: Northwest Williamson County MUD No. 2 Exhibit F Amended and Restated Consent Agreement Page 2 of 4 The Assignee hereby accepts the Amended and Restated Partial Assignment of Receivables. Executed this the day of 2020. ASSIGNEE: CITY OF GEORGETOWN, TEXAS an Mayor ATTEST: By: City Secretary Northwest Williamson County MUD No. 2 Exhibit F Amended and Restated Consent Agreement Page 3 of 4 The District hereby consents to the Amended and Restated Partial Assignment of Receivables. Executed this the ATTEST: Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § day of 2020. NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO.2 Board President This instrument was acknowledged before me the day of , 201, by , President of Northwest Williamson County Municipal Utility District No. 2, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: Northwest Williamson County MUD No. 2 Exhibit F Amended and Restated Consent Agreement Page 4 of 4 EXHIBIT G Preliminary Engineering Report Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement N �O O rn O m N N % O Y 4 H w � 7 i n PRELIMINARY ENGINEERING REPORT J Z Z Q L1J a N n PARMER RANCH N NORTHWEST WILLIAMSON COUNTY pp w MUD #2 Z Z w 1 n w LIJ u vM LU October 2015 W F Z w Project No. 22223 w Z w 14 N 10 Z 00 D ( Z w w Q x F- O U w � Z F Z w 3 Q O N N w Prepared by w m STEGER BIZZELL o X Texas Registered Engineering Firm F-181 N Consulting Engineers - Georgetown, Texas W ® � m W Q Parmer Ranch Northwest Williamson Countv MUD #2 PRELIMINARY ENGINEERING REPORT October 21, 2015 of re+�� CURTIS R. STEGER 87905 10 / 21 / 15 EN Prepared By: Steger Bizzell 1978 South Austin Avenue Georgetown, Texas 78626 (512) 930-9412 voice JOB NO.20870 Parmer Ranch - Northwest Williamson County MUD #2 Scope The intent of this report is to fulfill the requirements of Section 13.10.0400 of the city of Georgetown Unified Development Code. This includes providing a preliminary water availability study, preliminary wastewater treatment availability, preliminary drainage study, preliminary identification of roads for bond reimbursement, preliminary cost estimates for the water, wastewater, drainage, and roadway reimbursement, emergency services protection measures, development buildout schedule, and preliminary traffic study. Each of these topics is discussed in this report. Introduction The proposed site of Parmer Ranch, a portion of Northwest Williamson County MUD #2, is located in the City of Georgetown ETJ at the intersection of Ronald Reagan Blvd. and Williams Drive (RM 2338). The site will be developed with single family and multi -family, as well as commercial tracts. A general location map of the site is shown in Figure 1, which depicts the district boundary and a vicinity map in accordance with 13.10.040.G. A master development plan showing the general layout of the proposed land uses, major streets, roads, and drainage facilities in accordance with 13.10.040.0 is shown in Figure 2. Preliminary Water Availability The proposed site of Parmer Ranch is located within the CCN boundary of Chisholm Trail SUD (CTSUD) which is currently being acquired by the City of Georgetown. The water transmission facilities at the intersection of Ronald Reagan Blvd. and Williams Drive have recently been upgraded with a 16-inch diameter main. In addition, transmission system improvements have been identified along Ronald Reagan Blvd. The City's CIP shows that a 24-inch diameter transmission main is planned, which will provide improved service for the property. This infrastructure is planned to support the expected development of the Ronald Reagan Blvd./Williams Drive area as well as the western City of Georgetown ETJ. The MUD reimbursement cost estimate for the water infrastructure is included in Attachment 1. Preliminary Wastewater Treatment Availability The proposed Parmer Ranch will receive wastewater treatment from the City of Georgetown. This will be accomplished with the construction of offsite improvements including collection and pumping facilities that will send water to the City's proposed North Lands WWTP. The wastewater reimbursement cost estimate is included in Attachment 2. � \��-- ! y . � \ � \ , -J: .� ` uj � . LU Q �!! LU 01 |� 4n4 $/ƒ b e-2V) ƒa36 §2� _<// !;; LU2� / R E ) cc z I ` � 2§ E � � « � � $ 0 Preliminary Drainage Study It is anticipated that a development agreement for the tract would be negotiated to allow development with the same intensity as currently allowed in the City of Georgetown Unified Development Code. Therefore, it is assumed that the single family portions would be developed to 45 percent impervious cover. Multi -family development would be allowed to develop to 50% impervious cover and commercial would be allowed to develop to 56% in accordance with 11.02.010.A.1. This site is generally located along the watershed divide between Berry Creek to the north and Cowan Creek to the south. Very little flow is generated offsite because it is located along the divide. This report does not analyze the impact of offsite flow on conveyance or detention facilities. A drainage area map with two foot contours (minimum) and Qs for the 25 and 100 year storms under existing and developed conditions is shown in Attachment 3. Drainage calculations for the 25 and 100-year frequency storms for both existing and developed conditions are included in this report. The Rational Method was utilized to determine runoff. The runoff coefficients (C) were determined using Table 3-1 from the City of Georgetown Drainage Criteria Manual (2004). Existing Conditions were assumed to be Pasture/Range, 0-2% slopes with a coefficient of 0.41 for the 100-year storm and 0.35 for the 25-year storm. Impervious cover in developed conditions was assumed to be 0.96. Coefficients were weighted based on the percentage of impervious cover for the various development intensities, commercial or residential. Manning's "n" values were taken from Table 3-2 of the same drainage manual. For the existing conditions, a `n" value of 0.2 was used. This value is representative of 50-90% vegetative ground cover. The vegetation on the site is closer to the 90% value. A composite "n" of 0.12 was used for developed conditions in sheet and shallow concentrated now. This is representative of 56% impervious cover and 44% ground cover in good condition. The composite Runoff Coefficient (C) for proposed developed conditions was obtained by adding the proposed value of 56% impervious cover times a C value of 0.96 plus 44% pervious cover times a C value of 0.41. This resulted in a composite C of 0.66 for the 25-year return period. A composite C value of 0.72 was computed for the 100-year return period utilizing the same method. For developed conditions, a slope of 0-2% was assumed. The results of the Rational Method analysis of drainage areas with the limits of Parmer Ranch predict that there will be an increase in flow due to the development of the subdivision. The peak flow in the Berry Creek watershed for the 25-year Storm will increase by approximately 238 cfs, while the peak flow in the Cowan Creek watershed for the 25-year Storm will increase by approximately 421 cfs. The peak flow in the Berry Creek watershed for the 100-year Storm will increase by approximately 285 cfs, while the peak flow in the Cowan Creek watershed for the 25-year Storm will increase by approximately 499 cfs. The time of concentration calculations and rational method runoff calculations are shown in Attachment 4. Preliminary Traffic Study The Parmer Ranch Development consists of approximately 1163 single family lots, 88.2 acres of mixed use development, including mult-family, as well as commercial, retail, restaurant, and convenience use. It is recommended that trip generation for land use areas that do not have a site plan that identifies specific land uses and development intensities is accomplished by using the ITE Trip Generation Handbook. Chapter 6 of the handbook, titled "Estimating Trip Generation for Generalized Land Uses" suggests that an order of magnitude analysis can be calculated based on the potential mix of land uses, gross square footage of commercial or dwelling units/acre for multi -family, and estimating the number of trips generated for each use. The multi -family site of 21 acres is estimated at a development intensity of 25 units/acre for a total of 525 units in the development. Based on a FAR of 0.35, which is similar to nearby planned projects, 15,246 sf/acre is assumed for the gross floor area (GFA) for the commercial/retail/ restaurant/convenience use. This equates to a total commercial development of 1,024,532 s.f. Based on similar commercial/retail/restaurant/convenience uses in the Georgetown area, the following development mixes are anticipated for this development: Use Percentage GFA Ls.f.) Shopping Center 70% 717,172 Supermarket 20% 204,906 Drive -In Restaurant 2% 20,491 High Turnover Restaurant 4% 40,981 Quality Restaurant 2% 20,491 Convenience Market 2% 20,491 Total 100% 1,024,532 The ITE Technical Council Committee 6A6 Information Report suggests the following average weekday vehicle trip end rates: Use Trips Generated Units Total Trips Residential 10.0/Unit 1,163 11,630 Multi -family 6.1/Unit 525 3,203 Shopping Center 116.0/1000 GSF 717,172 83,192 Supermarket 125.0/1000 GSF 204,906 25,613 Drive -In Restaurant 553.0/1000 GSF 20,491 11,332 High Turnover Restaurant 164.4/1000 GSF 40,981 6,737 Quality Restaurant 56.3/1000 GSF 20,491 1,154 Convenience Market 578.0/1000 GSF 20,491 11,844 TOTAL 154,705 Based on these assumptions, the estimated trips generated by the development is 154,705 trips/day. The adjacent roadway network consists of Ronald Reagan Boulevard and Williams Drive. These roads are capable of supporting this level of development. Attachments Attachment 1- Preliminary Cost Estimates for Water Facilities Attachment 2- Preliminary Cost Estimates for Wastewater Facilities Attachment 3- Drainage Area Map Attachment 4- Rational Method Runoff calculations Attachment 5- Preliminary Cost Estimates for Drainage Facilities Attachment 6- Preliminary Cost Estimates for Road Facilities Attachment 7- Gas Utility Improvements Attachment 8- Preliminary Cost Summary/Bond Proforma ATTACHMENT 1 Preliminary Cost Estimates for Water Facilities ATTACHMENT PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. 1 Water Improvements Preliminary Cost Estimate Date: September 8, 2015 Estimated Item No. Description Quantity Unit Unit Price Total Price 1. 12" Water Line 30617 I.f. @ 70.00 2,143,190.00 2. 8" Water Line 33711 IS. @ 50.00 1,685,550.00 3. 12" Gate Valve 39 ea. @ 4,200.00 163,800.00 4. 8" Gate Valve 79 ea. @ 2,200.00 173,800.00 5. 6" Gate Valve 119 ea. @ 2,800.00 333,200.00 6. Fire Hydrant 110 ea. @ 5,500.00 605,000.00 7. 24" Road Bore 1000 I.f. @ 350.00 350,000.00 8. 12" Wet Connection 2 ea. @ 5,000.00 10,000.00 9. 20" Wet Connection 1 ea. @ 7,500.00 7,500.00 10. Master Meter 2 ea. @ 45.00 90.00 11. Ductile Iron Fittings 60442 lb. @ 7.00 423,094.00 12. Double Service 430 ea. @ 1,700.00 731,000.00 13. Single Service 430 ea. @ 1,500.00 645,000.00 14. Georgetown Water Impact Fees 1220 ea. @ 7,039.00 8,587,580.00 Total Water Improvements $ 15,858,804.00 ATTACHMENT 2 Preliminary Cost Estimates for Wastewater Facilities ATTACHMENT 2 PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. 1 Wastewater Improvements Preliminary Cost Estimate Date: September 8, 2015 WASTEWATER COLLECTION IMPROVEMENTS Estimated Item No. Description Quantity Unit Unit Price Total Price 1. 15" Wastewater Line 115 I.f. @ 120.00 13,800.00 2. 12" Wastewater Line 1243 I.f. @ 110.00 136,730.00 3. 10" Wastewater Line 2004 I.f. @ 100.00 200,400.00 4. 8" Wastewater Line 41899 I.f. @ 95.00 3,980,405.00 5. Manhole 219 ea. @ 5,500.00 1,204,500.00 6. 18" Road Bore 1000 I.f. @ 350.00 350,000.00 7. 550 gpm Lift Station 1 ea. @ 450,000.00 450,000.00 8. 80 gpm Lift Station 1 ea. @ 250,000.00 250,000.00 Northeast Lift Station (1220 9. gpm) 1 ea. @ 750,000.00 412,500.00 10. 8" Force Main 20301 I.f. @ 85.00 949,071.75 11. 4" Force Main 2933 I.f. @ 50.00 146,650.00 12. 16" Road Bore 180 I.f. @ 350.00 63,000.00 13. Double Service 241 ea. @ 950.00 228,950.00 14. Single Service 34 ea. @ 850.00 28,900.00 15. Erosion Control/Revegetation 68495 I.f. @ 4.75 325,351.25 16. Georgetown WW Impact Fees 1220 ea. @ 2,997.00 3.656.340.00 Total Wastewater Collection Improvements $ 8,414,906.75 WASTEWATER OFFSITE GRAVITY SEWER AND LIFT STATION Estimated Item No. Description Quantity Unit Unit Price Total Price 1. 18" Gravity Sewer 12600 I.f. @ 160.00 2,016,000.00 2. 4' Manholes 44 Ea. @ 6,000.00 264,000.00 3. 30" Road Bore (Reagan & RM 23 1400 I.f. @ 450.00 630,000.00 4. Erosion Control/Revegetation 12600 I.f. @ 4.75 59,850.00 5. Offsite Lift Station/FM 1 I.s. @ 1,700,000.00 1.700,000.00 Total Wastewater Treatment Plant $ 4,669,850.00 Total Wastewater Improvements $ 13,084,756.75 ATTACHMENT 3 Drainage Area Map ATTACHMENT 4 Rational Method Runoff Calculations c_ L d C c c O C u v o n c 0) i E c 3 aAt v c c Z u° ' s c M R W A � S � 8 8 � 8 8W H ^l ) § ! § § § !� \ ! ! ! ! ) � ) � j O 0 0 rn O �--1 O N m N N L 11 w } M o Ln 'I N O N r--I N O w L O } O k0 t0 O O u LL O M m m m v }; � c uLn — N r1i �--� M M m m C O "C S0 E O U 0000 c o O �1 0 O ,� 0 O O 0 .1 .1 L Lo c7, o `-- ai v� ° o O 0 O 0 0 O O a fl o c 0 co 0 0 0 0 0 i v o 00 0 0 u Q O O O O Q � v �o _q O O a v rn Ln w In 00 Q 6 m ❑ S u a.+ * c Cc l0 w w 00 O vi rl ,1 � N u c r, r, 00 00 w tD E -- f= E E a V) 0� 0: 0 * Z �1 a U u N m m V U CJ w Lf1 m 00 rll� -! oq N l0 00 Ol M N N Ln 00 In n o 0 0 r- O l0 w N m Ln Duo u J _ _ a rj ro 0 0 0 ~ } N e„{ r-I lD M W O M O lD N M 0 lD lD 00 n M Lf1 Ln O n It 00 n -T O Ln 0 Ln M 00 00 00 m `^ T m r" u U 0 0 0 lD o lD o lD n lD n Co U ro c0 4-; H } '^ N Ln 0 Ln 0 o 00 0 00 C n � N (] O o o o -0 v 0 o 0 0 O O O O O m O uj 4 uj 4 E C Ln �* Ln -ct K 0 rn o w (U f0 v O u o 0 0 0 0 0 0 0 o m Q o0 ui 0 lD 0 Ln 0 0, lD M Q c � Ln -t Ln E ol v > in e-i lD Ict n n U Ln w rl n u Ln O 't n n Q Q lD E N m .-I O o n Q Ol a? ` 000 m 04 `1 t°� Ln 0a �6 F- L) Y U * O fV N m m O Lri U N N n n 0) 'C Ln Ln Ln Ln E VC H 0 E E w w 0� o: O v U U Q m v m v w 0 J a O v c� G Ln E 7 E i1 iF ATTACHMENT 5 Preliminary Cost Estimates for Drainage Facilities ATTACHMENT 5 PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. 1 Drainage Improvements Preliminary Cost Estimate Date: September 8, 2015 Item No. Description 1. 18" RCP 2. 24" RCP 3. 30" RCP 4. 36" RCP 5. 42" RCP 6. 48" RCP 7. 4'x4' Concrete Box 8. 4'x8' Concrete Box 9. 10' Inlet 10. Junction Box/Manhole 11. Entrance Culvert 12. Equalizer Culvert 13. Subgrade Excavation 14. Storm/Detention 8.0 Ac. 15. Storm/Detention 4.6 Ac. 16. Storm/Detention 2.0 Ac. 17. Storm/Detention 4.0 Ac. 18. Storm/Detention 3.0 Ac. 19. Storm/Detention 10.0 Ac. Total Drainage Improvements Estimated Quantity Unit Unit Price Total Price 12107 I.f. @ 50.00 605,350.00 5500 I.f. @ 60.00 330,000.00 4409 I.f. @ 70.00 308,630.00 811 I.f. @ 80.00 64,880.00 1361 If @ 95.00 129,295.00 659 I.f. @ 110.00 72,490.00 289 IS. @ 180.00 52,020.00 1458 I.f. @ 275.00 400,950.00 142 ea. @ 3,500.00 497,000.00 12 ea. @ 7,500.00 90,000.00 4 ea. @ 20,000.00 80,000.00 1 ea. @ 15,000.00 15,000.00 52872 c.y. @ 15.00 793,080.00 1 ea. @ 1,000,000.00 1,000,000.00 1 ea. @ 600,000.00 600,000.00 1 ea. @ 450,000.00 450,000.00 1 ea. @ 550,000.00 550,000.00 1 ea. @ 500,000.00 500,000.00 1 ea. 0) 1,200.000.00 1,200.000.00 $ 7,738,695.00 ATTACHMENT 5 Preliminary Cost Estimates for Road Facilities ATTACHMENT 6 PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. 1 Roadway Improvements Preliminary Cost Estimate Date: September 8, 2015 Estimated Item No. Description Quantity Unit Unit Price Total Price Roadway Excavation & 1. Subgrade Preparation 77,170 s.y. @ 9.00 694,530.00 2. 15" Crushed Limestone Base 77,170 s.y. @ 18.00 1,389,060.00 3. 2 1/2" HMAC 59,370 s.y. @ 15.00 890,550.00 4. Curb and Gutter 53,429 If @ 17.00 908,287.56 Street Signage & Pavement 5. Marking 1 I.S. @ 75,000.00 75,000.00 Total Roadway Improvements $ 3,957,427.56 ATTACHMENT 7 Gas Utility Improvements ATTACHMENT PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. 1 Gas Utility Improvements Date: September 8, 2015 Estimated Item No. Description Quantity Unit Unit Price Total Price Offsite Gas Extension to 1. Property 1 I.s. 3,000,000.00 3,000,000.00 Total Gas Utility Improvements $ 3,000,000.00 Preliminary Cost Summary/Bond Proforma SUMMARY PARMER RANCH PARTNERS, L.P. PARMER RANCH - NORTHWEST WILLIAMSON COUNTY M.U.D. No. 1 Total 10% Contingencies 10% Engineering Parkland Fees MUD Park/Trail/Amenities Sub -Total M.U.D. No. 2 Improvements Inflation Factor Years of Inflation Future Capital Costs Consent/District Creation/Administration/Bond Costs (10% TOTAL MUD BONDS $ 43,639,683.31 $ 4,363,968.33 $ 4,363,968.33 $ 120,000.00 $ 4,455,000.00 $ 56,942,619.97 3% 10 $ 76,526,119.66 $ 7,652,611.97 $ 84,178,731.63 F c E � o i o GS u E AFIN u'°iSn za rorvry rvrvmmm�eed�mMm�mMMmMmmmmWmT 8'SSS8888� SSS88SS888� SS88 a S o 8 S R o 0 0 o m o o m m o d o 0 0 o m o 0 o d a a a o d o a o 0 0 0 0 0 a u air i �a m.6m "60� "" .,rvmdmmmmmmmmmmmmmmm�mmmmm�dmry I^ Q�N��N nnwwwmmwmmmwmmmwmmwwwwmwm ssW ...,...,.. ., . Ili $p�p p.ggn�^�nnn m m m W W m m . d N m m m m W m W W m m m m m mIS m w m $. W W m m m m m m W W W W W W W W m m m w m w W N N M S� N o �N ♦ Ory g m m m m m m m m m m m m T m m m m m m m m m m 6� o ry ry m m m m m m m m m m m m m m m m m m m m m m M 1 ,,, yg d rv• ry ry m m m m m m m m m m m m m m m m m m m m m m m � - N � Q O d m d m m W m m m m m m m w w W of m m m m n O m w s3 g S o . . . . . . . . . E o g o m m m U _ z v a m E oo o l c o y E o N6 m m m m m m m m m m m m m m m m m m M m $m w of Q E m m m ml' o d ry rv$$ g o 0 0 o m n o 0 0 0 0 0 0 0 0 0 0 0 0 o N\ aeooaeaodo .............."'o E Emrrvi .m+mn oa e� ern eee E E u «g g m v"i 4 v m .. mg- - .mi m .m+ m n ........ o o'��a a� d rvrvedwmnmW o88mgav _EEm Cv 4EE UP rvrvrv�8S888grvry �m— EXHIBIT H Ronald Reagan Regional Trail Standards Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement Exhibit H Parmer Ranch — Ronald Reagan Regional Trail Design Standards Location: Approximately +/-1.2 miles of trail along south side of Ronald Reagan Blvd. and located on the Land in the Ronald Reagan Regional Trail Easement from the northeastern edge of the Parmer Ranch subdivision to the intersection at Williams Drive (RM 2338) and Ronald Regan Boulevard. Refer to Exhibit D (Land Plan) for conceptual trail alignment. Trail width will be ten (10) feet, as further specified in the Amended and Restated Consent Agreement. in limited areas, to navigate extreme topographical conditions or preserve significant features such as important vegetation, trees or other environmental features, trail width may be reduced to six (6) feet for a maximum distance of one hundred (100) feet. 2. Trail surface will be reinforced concrete, as detailed below: EXPAN6ION .JOINT AT 24' O.C. MAX. W LONG V2" STEEL DOWEL, 15' O.C. GREASE AND CA1' FLILL LENGTH 6"7(6" *10 WWM OF EXPOSED DOWEL END WWM 2' FROM TOOLED CONTROL JOINTS & EDGES r * Z JONT 112" DEEP IVY - -{ -2" SAND LEVE1040 DED - COMPACTED 9L5GRADE NOTES: 1, SEE TRAIL NOTES & ACCESSME TRAM NOTES ON COWT1zLICi10N PLANJ5_ 2. EXPANSION JOINT TO BE V2' ASPHALT IMPREGNATED FOEKBOARD WITH "ZIP STRE"'. INSTALL BACKER ROD AND 2-PART SEALANT - GRAY. 3. EXPANSION JOINTS ARE TO BE MAX 24' ON CENTER LNLE55 NOTED OTHERW15E ON PLAN. 4. CONTROL JOINTS ARE TO BE SPACED TO MATCH WIDTH OF WALKWAY, M155 SHOWN OTHEKWLSE ON PLAN. 6, ALL EDGES ARE TO BE TOOLED WITH Ire RADIL5. MAXIMUM 112" CHANGE N ELEYATION AT WALK&AWN EDGE. The minimum vegetation cleared zone will be the trail width plus two (2) feet to either side of the trail and ten (10) feet vertical, unless the clear zone is limited due to extreme topographical conditions, important vegetation, trees or environmental features. 4. Whenever possible, sustained running grades will not exceed 5%, and cross slope 2%. A maximum of 8% may occur for distances no further than thirty (30) feet. In limited areas, due to extreme topographical conditions or environmental features, U.S. Forest Service Outdoor Recreation Accessibility Guidelines (FSORAG) will be followed. If trail is not feasible under FSORAG guidelines, Developer will consult with City concerning alternate design options. Page 1 of 3 Exhibit H 5. Retaining walls will only be used when absolutely necessary, to stabilize slopes and only if natural rock cut will not suffice. Retaining walls under forty-eight inches (48") tall shall be constructed of native materials, as detailed below: L►AE5TOK WrE5: I LIIOF BLLXK LR L>FDNE FCV. WALLS 311ALL M[ a' tCYC+EIf x 6' XrOl x VARYWff LF.wKiK r:(h(lr4 Mk.l-Ei7E LXE'A)6", r,.n14, AW :A)t: Al eAtO.0N. rrcterw 5N.riE Of 5TONE FOR Afrr OYAL M'f CM%wr'5 [EF1r.E5ENTATw rrce r_i Dfi.vmi T;j 54FE. �. rrfNL[ ?1N51TE r4)Wjr911[fV)N WALL `)Amr-t. ',AM'LL µAy BL rART Of AEfLLAL 'N!LL, M(Il WH4 NEEL) 10 ME rFW)VEL1 F KFACIFD, Cldr L1.Rs7dR f1 ZM ►VAIL Dr�Avau1 na. ofICM YAKS. SU MANS rAW1iA'.N ::eUAION s "All rG PMT OWAM W if MA txk,fwC, 6R AD( r rY r(Xk:R.p%E rrn- M':11'.TAP. _OINT, (:1.'4- VAII ^fF DTI. '1fU t!A':l. i)H IlrrY. Ai WrWV,.W,': J:�rt4'� Llrri+ ' �Y • CS IM-104 G+AVL� MA:=[.r Li h Tl'Lr r+,C!vY;. (s'.A1.Ar=.L N'fLr`r LLA`.'l lVf1:.41 - A .F)P rs EYfT,(v {i)LVS4 rrlk _ ArMM (:rfRY 1' Fi7V [W.!JKAri( Y i $I • • I CN r7LA lk �. is eElAr 2• -,AW LLY2LW� Gf.O OKAXA(it 'WEFT- LLAAE YFr'r:Al ,:�. 1,`.-EE� tiro-+A[T r,r;r) I{ J.iwT OF WjrTW CM SE G7'F4 AFrrft CARY " FOR GRA,hAIE 6. Stream and drainage crossings will be located in relatively narrow, shallow sections of drainage ways to minimize negative environmental impacts. Low water crossings will be used whenever possible, culverts will be used when agreed upon by Owner and City. Crossing types and examples are depicted below: A. Low Water Crossing: a. Use an appropriate length slab or structure to protect the "wetted perimeter" of the natural flow channel. b. Protect the structure with cutoff walls, riprap, gabions, concrete slabs, or other scour protection. The downstream edge may require energy dissipaters or riprap protection because of the accelerated flows across the structure. Page 2 of 3 Exhibit H c. Place foundations into scour resistant material or below the depth of scour. Prevent foundation or channel scour with the use of locally placed heavy riprap, gabion baskets, concrete reinforcement or native vegetation B. Culvert Crossing: a. Use an appropriate length slab or structure to protect the "wetted perimeter" of the natural flow channel. b. Culvert sizes appropriate for water shed and flow capacities. All culverts shall be aluminized metal pipe unless noted otherwise. Inlet and outfall pipes shall be cut to conform to slope. c. Protect the entire structure with cutoff walls, riprap, gabions, concrete slabs, or other scour protection. The downstream edge may require energy dissipaters or riprap protection because of possible accelerated flows across the structure. d. Place foundations into scour resistant material or below the depth of scour. Prevent foundation or channel scour with the use of locally placed heavy riprap, gabion baskets, concrete reinforcement or native vegetation. Page 3 of 3 EXHIBIT I Strategic Partnership Agreement Northwest Williamson County MUD No. 2 Amended and Restated Consent Agreement STRATEGIC PARTNERSHIP AGREEMENT BETWEEN THE CITY OF GEORGETOWN, TEXAS AND NORTHWEST WILLIAMSON COUNTY MUD NO.2 This Strategic Partnership Agreement (this "Agreement") is entered into by and between the City of Georgetown, Texas (the "Ci1y"), and Northwest Williamson County Municipal Utility District No. 2 (the "District"). ARTICLE I RECITALS WHEREAS, the City is a home -rule municipal corporation created and existing under the laws of the State of Texas and situated in Williamson County, Texas; and WHEREAS, the District is a municipal utility district created under and subject to the Consent Agreement with the City, and Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, as amended; and WHEREAS, the District encompasses approximately 454 acres, more or less, located within the extraterritorial jurisdiction of the City as depicted as Exhibit A and more fully described on Exhibit B attached to this Agreement (the "Land"); and WHEREAS, the City, Parmer Ranch Partners, L.P., a Texas limited partnership (the "Owner"), and the District are parties to that certain Amended and Restated Consent Agreement approved by the City Council on January 28, 2020 (which amends and replaces the Consent Agreement dated to be effective on December 15, 2015 recorded in the Official Public Records of Williamson County, Texas as Document No. 2016001484 and the First Amendment thereto recorded as Document No. 2019092165) pertaining to the creation of the District on the Land (the "Consent Agreement"), the Original Wastewater Services Agreement recorded in the Official Records of Williamson County, Texas as Document No. 2016001483, as amended by the First Amendment to Wastewater Services Agreement recorded in the Official Records of Williamson County, Texas as Exhibit G to Document No. 2019092165, and the Amended and Restated Partial Assignment of Receivables Agreement, attached as Exhibit F to the Amended and Restated Consent Agreement, (collectively herein as the "Related Agreements"); and WHEREAS, the City and the District are sometimes individually referred to as a "Party" and collectively as the "Parties; and WHEREAS, Section 43.0751 of the Texas Local Government Code authorizes the City and the District to negotiate and enter into this Agreement; and WHEREAS, certain areas within the Land may be developed for commercial uses; and WHEREAS, pursuant to the Consent Agreement and Sections 43.0751(f)(6) and (g) of the Texas Local Government Code, effective on the Full Purpose Annexation Conversion Date (defined herein), the Parties intend that the District shall convert into the Limited District (defined herein) and continue in existence after the City's full purpose annexation of the Land for the purpose of allowing Limited District to continue to perform some of the functions previously performed by the District all as specified herein; and NWWCMUD 2 Strategic Partnership Agreement Page 1 of 14 (Exhibit I to Consent Agreement) WHEREAS, effective on the Effective Date, pursuant to Sections 43.071(f)(1) and (k) of the Texas Local Government Code, the City desires to annex the Land for the limited purpose of imposing and collecting sales and use taxes within the Land as permitted by Section 43.0751, Texas Local Government Code, which may include, but which are not limited to, the general sales tax and special sales and use taxes authorized by elections creating Type A and Type B corporations under Chapters 504 and 505 of the Texas Local Government Code (hereinafter the "Tyne A and Type B Sales Tax"), road maintenance sales taxes, sales taxes for the purposes of property tax reduction, and all other sales and use tax revenues generated on the Land (collectively, hereinafter the "Sales and Use Tax Revenues"); and WHEREAS, subject to the terms and conditions of this Agreement the District, on behalf of itself and all present and future owners of the Land, hereby agrees that as of the Effective Date, the Land will become annexed into the City for the limited purpose of imposing and collecting Sales and Use Tax Revenues within the Land and for the other limited purposes set forth in this Agreement; and WHEREAS, prior to approval of this Agreement by the District's Board of Directors (the "Board"), the District provided notice of two public hearings in accordance with Section 43.0751(d) of the Texas Local Government Code and all applicable laws and the Board conducted such public hearings in accordance with all applicable laws at which members of the public who wished to present testimony or evidence regarding this Agreement were given the opportunity to do so; and WHEREAS, the Board approved and adopted this Agreement on March 12, 2019, in open session in accordance with all applicable laws, which approval and adoption occurred before the City Council approved and adopted this Agreement; and WHEREAS, prior to approval of this Agreement by the City Council of the City (the "City Council"), the City provided notice of two public hearings in accordance with Section 43.0751(d) of the Texas Local Government Code and all applicable laws and the City Council conducted such public hearings in accordance with all applicable laws at which members of the public who wished to present testimony or evidence were given the opportunity to do so; and WHEREAS, the City Council approved and adopted this Agreement on January 28, 2020, in open session in accordance with all applicable laws, which approval and adoption occurred after the Board approved and adopted this Agreement; and WHEREAS, all notices, hearings and other procedural requirements imposed by law for the adoption of this Agreement have been met; and WHEREAS, in accordance with the requirements of Section 43.0751(p)(1) of the Texas Local Government Code, this Agreement does not require the District to provide revenue to the City solely for the purpose of obtaining an agreement with the City to forego annexation of the District; and WHEREAS, in accordance with the requirements of Section 43.0751(p)(2) of the Texas Local Government Code, this Agreement provides benefits for the City and the District that are reasonable and equitable. NWWCMUD 2 Strategic Partnership Agreement Page 2 of 14 (Exhibit I to Consent Agreement) NOW THEREFORE, for and in consideration of the mutual agreements contained in this Agreement, and for the good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the City and the District agree as follows: ARTICLE II EFFECT OF RECITALS; PURPOSE OF AGREEMENT; ADOPTION OF AGREEMENT 2.01 Recitals. The recitals set forth above are true and correct and are incorporated herein and made a part hereof for all purposes. 2.02 11 rlh5sc-. The purpose of this Agreement is to define and clarify, through contractual agreement, the terms and conditions of annexation by the City of the Land for limited purposes on the Effective Date, annexation of the Land for full purposes, and the relationship between the City and the Limited District upon conversion of the District to the Limited District at the time full purpose annexation of the District is completed, all in accordance with Section 43.0751 of the Local Government Code. 2.03 Public I Icnrbigs. The Parties acknowledge and agree that prior to the execution of this Agreement, the Board and the City Council conducted public hearings to consider the adoption of this Agreement and that such hearings were noticed and conducted in accordance with all applicable laws. 2.04 Effective Date. The effective date of this Agreement is the date this Agreement is approved and adopted by the City Council (the "Effective Daic" ). 2.05 Filing itt 1`riUsvrty Jack rni:-; This Agreement shall be filed in the Real Property Records of Williamson County, Texas. ARTICLE III ADOPTION OF AGREEMENT AND CONSENT TO IMMEDIATE LIMITED PURPOSE ANNEXATION OF THE LAND 3.01 Consent to Limited Pur woe Annexation. THE DISTRICT ON BEHALF OF ITSELF AND ALL PRESENT AND FUTURE OWNERS OF PROPERTY WITHIN THE LAND, HEREBY REQUESTS THAT THE CITY ANNEX THE LAND FOR THE LIMITED PURPOSES AS PROVIDED IN THIS AGREEMENT. THE DISTRICT CONSENTS TO SUCH LIMITED PURPOSE ANNEXATION AND TO THE COLLECTION OF SALES AND USE TAX REVENUES BY THE CITY WITHIN THE LAND. SUCH CONSENT SHALL BIND THE DISTRICT AND EACH OWNER AND FUTURE OWNER OF PROPERTY WITHIN THE LAND. 3.02 Limited Purpose Annexation of the Land. The City Council hereby annexes the Land for the limited purpose of collecting all sales and use taxes authorized by Chapter 321 of the Texas Tax Code (the "Tax Code"), including but not limited to the Sales and Use Tax Revenues, to be imposed by the City on sales consummated within the Land. The District acknowledges and agrees that no further notices, hearings, or other procedures shall be required NWWCMUD2 Exhibit I, Page 3 of 14 to effectuate such limited purpose annexation. In addition, the City shall have the authority, during the period of limited purpose annexation, to: require compliance with the terms of this Agreement and the Related Agreements; control and regulate the use of property and density of structures consistent with the Related Agreements; adopt all reasonable regulations pertaining to health and safety as provided by law and require compliance with such regulations; and collect Sales and Use Tax Revenues as provided in Section 43.0751(k) of the Texas Local Government Code. 3.03 LDmic. Duringl.imilcd Pur wsc Annexation. (a) City. Except as otherwise provided in the Related Agreements, the Parties acknowledge and agree that the limited purpose annexation of the Land pursuant to this Agreement shall not obligate the City to provide any municipal services to the Land, and further agree that the Sales and Use Taxes Revenues derived from the Land may be used by the City for any lawful purpose in any geographic portion of the City or otherwise, as permitted by law and subject to the provisions of Section 4.03 of this Agreement. (b) Dislricl. The Parties acknowledge and agree that during the limited purpose annexation period, the District shall continue to perform its duties as set forth in the Related Agreements, including but not limited to construction, maintenance, operation, repairs and replacement of parks, recreation and open space facilities, trails and other related improvements, and facilities for drainage, prevention of erosion, and for any other facilities or services as set forth in the Related Agreements, and only under the same terms and conditions in effect under the Related Agreements. ARTICLE IV TAXATION DURING LIMITED PURPOSE ANNEXATION PERIOD 4.01 Property Taxation Durii),g Limitctl Pur nsr Annexation. The District and the City agree that upon and after the Effective Date of this Agreement the District may continue to levy and collect its property tax on all assessed valuation within the District boundaries and the City shall not levy and collect ad valorem taxes on property in the District until the time that the City elects to annex the Land for full purposes (the "Full Purpose Annexation Conversion Date" as defined herein). The District and the City agree to cooperate to adjust their property tax rates per $100 of assessed valuation such that, upon the Full Purpose Annexation Conversion Date (defined herein), the District's property tax rate per $100 assessed valuation in effect on December 31 of the year prior to the year that the City elects to annex the Land for full purposes will approximate the City's property tax rate per $100 assessed valuation in effect on December 31 of the year prior to the year that the City elects to annex the Land for full purposes. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, the District and the City understand that the City's power to levy taxes to pay the principal of and interest on any City obligations, and the District's power to levy taxes to pay the principal of and interest on Bonds up to the Bond Limit Amount (as defined in the Consent Agreement) will be NVV VCMU02 Exhlblt I, Page 4 of 14 unlimited as to rate and amount as necessary to make their respective payments on their outstanding obligations. 4.02 Uollection of Sales and Ilse Tax The City may impose sales and use taxes, including but not limited to the general sales tax, Type A and Type B Sales Tax, road maintenance sales tax, and sales tax for the purposes of property tax reduction, within the Land pursuant to Section 43.0751 (k) of the Texas Local Government Code. The sales and use taxes may be imposed on all eligible commercial activities at the rate allowed under the Tax Code. Collection of Sales and Use Tax Revenues shall take effect on the date described in Section 321.102 of the Tax Code. 4.03 i'nyinent M' I1orlion nl' Sates rend. l Ise Tax Itevriiues. Except as otherwise stated below, the City shall pay to the District an amount equal to twenty percent (20%) of the general one -percent (M) portion of the Sales and Use Tax Revenues collected within the Land, but specifically excluding any portion of the Type A and Type B Sales Tax, the street maintenance sales tax, the property tax reduction sales tax, or any other sales and use tax collected within the Land (the "District Share"), commencing upon the effective date of the limited purpose annexation of the Land and terminating upon the full -purpose annexation or disannexation of the Land. The City shall pay the District Share within thirty (30) days after the City receives the sales tax report reflecting such revenues from the Comptroller of Public Accounts of the State of Texas (the "C n rots-oller"I Any payment of the District Share not made within such thirty (30)- day period shall bear interest calculated in accordance with Section 2251.025 of the Texas Government Code. The City shall retain eighty percent (80%) of the general one -percent (M) portion of the Sales and Use Tax Revenues collected within the Land, plus one -hundred percent (100%) of the Sales and Use Tax Revenues attributable to collection of the Type A and Type B Sales Tax, the street maintenance sales tax, the property tax reduction sales tax, and any other sales and use tax collected within the Land (the "( Ily %hart"). No adjustments to the District Share or the City Share shall be effective unless approved in writing by the governing bodies of the District and the City. 4.04 Use of the Sales and Use Tax Revenues. The City shall use the City Share for any lawful purpose. The District shall use the District Share for any lawful purpose that is consistent with this Agreement and the Consent Agreement. 4.05 Delivery tit' Sales Tax Rep,.)rts I�) 1)istriet. The City shall include with each payment of the District Share a condensed version of each sales tax report provided by the Comptroller relating to Sales and Use Tax Revenues within 30 days of the City's receipt of such sales tax report. 4.06 Nottlletltton Of t_ sIt11i1I1r0Ikor. The City shall send notice of this Agreement, together with other required documentation, to the Comptroller in the manner provided by Section' 321.102 of the Texas Tax Code, after the City Council annexes Land for limited purposes. 4.07 Termination of Sales and Use Tax Sharing. On and after the Full Purpose Annexation Conversion Date (defined herein), the City shall have no further financial obligation NWWCMU02 ExWblt I, Page 5 of 14 to the District pursuant to this Agreement, and all Sales and Use Tax Revenues shall be retained by the City. 4.08 City [Ucotds and Audit Rights, The District may audit the Sales and Use Tax Revenues to determine whether the District Share has been paid in accordance with this Agreement. The City shall provide reasonable accommodations for the District to perform the audit. Any audit shall be made at the District's sole cost and expense and may be performed at any time during the City's regular business hours on 30 days' Notice (defined herein). For purposes of any such audits, the City shall maintain and make available to the District's representatives all books, records, documents and other evidence of accounting procedures or practices to reflect the amount of Sales and Use Tax Revenues received by the City from within the Land. The District is required by law to prepare an annual audit. The District shall provide a copy of its annual audit to the City within thirty (30) days after the audit is completed. ARTICLE V FULL -PURPOSE ANNEXATION AND CONVERSION TO LIMITED DISTRICT 5.01 I till I'villow Annexation. Except as otherwise provided in this Agreement or the Consent Agreement, the City agrees that it shall not annex for full purposes any of the Land within the District until the earlier of (a) the expiration or termination of this Agreement or the Consent Agreement; or (b) the fifteenth (15th) anniversary of the date of the first issuance of bonds by the District; or (c) the date that the District has issued bonds to reimburse the Owner for ninety percent (90%) of the public infrastructure eligible f'or reimbursement under applicable laws or TCEQ regulations and the Consent Agreement. Subject to the foregoing, District hereby consents to the automatic full purpose annexation of all portions of the Land on the Full Purpose Annexation Conversion Date (defined herein) without further procedural action of any kind by the City Council or the District's Board in accordance with Sections 43.0751(f)(6) and (h) of the Texas Local Government Code. For purposes of this Agreement, the '''full-Pilmose Annexation Conversion I]ate" is the date on which the City Council adopts an ordinance that includes the Land within the full -purpose boundary limits of the City. The Full -Purpose Annexation Conversion Date may be altered only by mutual written agreement of the District and the City. 5.02 Astili minion of laic 1 )istei, 1's thitstandini! t IAL!Witms, Amscts. Dcbts and I.iahilitie,;. Notwithstanding anything in the Consent Agreement or the Related Agreements to the contrary, the Parties specifically understand and agree that all assets and obligations of the District, including any outstanding bonded indebtedness of the District shall be assumed by the City on the Full Purpose Annexation Conversion Date; provided, however, the parks and recreation facilities (including the trails, lands and open space associated therewith and any storm water detention ponds that also function as park and recreation facilities), together with any District funds on hand related to the maintenance or construction of same, shall remain with the Limited District who shall operate and maintain same as provided herein such that upon conversion of the District to the Limited District, all of the park and recreation assets and other land and improvements of the District and responsibility for operation and maintenance thereof shall be assumed by the Limited District. 5.03 Conversion to Limited District. Pursuant to Sections 43.0751(f)(6) and (h) of the Texas Local Government Code, the District shall be converted to the Limited District, and the NWWCMU02 Exhiblt I, Page 6 of 14 Land deemed to be within the full -purpose boundary limits of the City upon the Full -Purpose Annexation Conversion Date without any further action by the City Council. 5.04 Boundaries and Name of LimitLd I)Lsgief. After the Full Purpose Annexation Conversion Date, the District shall be known as Northwest Williamson County Limited Municipal Utility District No. 2 (the "limited Dititricl"}. The boundaries of the Limited District shall be the same as the boundaries for the District and are as shown on Exhibia A and B attached hereto. 5.05 Duties of Limited District. After the Full Purpose Annexation Conversion Date, the Limited District shall own, operate, control, maintain, repair, replace and provide security and insurance for the parks and recreation and open space facilities (including the trails, lands and open space associated therewith and any storm water detention ponds that also function as park and recreation facilities) (collectively, the "I.imilcl,l Dititriet Obliyal4ims"), it being specifically understood, however, that any park related debt (and all other debt) of the District shall be assumed by the City. The Parties agree that the City shall have no obligation during the existence of the District or the Limited District to perform any of the Limited District Obligations. The Parties agree that the City shall not be liable for any claims or causes of action arising out of, or resulting from the Limited District Obligations, including but not limited to the ownership, operation, maintenance, repair or replacement of the facilities owned or required to be maintained by the Limited District, including those that may be located on property owned by the City, or for any action or inaction of the Limited District related to same. To the extent permitted by law, the Limited District shall indemnify, defend, and hold harmless the City from any claims, demand, actions, and causes of action whatsoever arising out of or resulting from the Limited District Obligations, including but not limited to the maintenance, operations, or ownership of any facilities owned by the Limited District, or the maintenance, operations or other activities of the Limited District on any property owned by the City. The Limited District may lease or hire employees, agents, representatives, consultants, or other service providers to perform the normal administrative duties of the Limited District, except that all contracts shall provide that if the Limited District is dissolved for any reason, the contracts shall automatically expire on the date of dissolution. 5.06 Fund ing,orLimited Dim rict OVerations. (a) ( reoicral. Consistent with the terms and conditions of this Agreement, it is the responsibility of the Limited District to provide all necessary funding for capital and operations and maintenance expenses necessary for the performance of the Limited District Obligations after the Full Purpose Annexation Conversation Date. (b) No hidehlednessi No Trnusfers of Property. No bonds shall be issued by the Limited District for any purposes. The Limited District shall not issue notes, incur additional debt, or sell, convey, lease, mortgage, assign, or otherwise transfer property without the prior written consent of the City. 5.07 Audit; Rvvimv o1' District Records. The Limited District shall conduct an annual audit each year, at is sole expense, to be performed by an independent certified public NWWCMUD2 Exhibit I, Page 7 of 14 accountant. The Limited District shall file a copy of the completed audit with the City's Director of Finance. The Limited District shall make its financial and other records available to the City for inspection during normal business hours. 5.08 Other Limitations._ The Limited District shall have only those functions, purposes and authorities specifically enumerated in this Article V. If the Limited District take any formal action to discharge a function or authority that is not directly related to those functions and purposes specifically enumerated in this Article V, the City may proceed as allowed in Article VI of this Agreement. 5.09 Dissolution of Limited Distria (a) Either (1) the City, by resolution duly adopted by the City Council, or (2) the residents of the Limited District, on presentation to the City Secretary of a petition signed by 10% of the registered voters living in the Limited District and confirmed by the City Secretary to be conforming to the requirements of Chapter 277 of the Texas Election Code, may seek a determination as to whether the Limited District has failed or ceased to discharge its obligations under this Agreement. (b) Within ninety (90) days after receipt of a resolution from the City Council or verification by the City Secretary of receipt of a qualified petition under Section 5.07(a)(2) of this Agreement, the City shall give reasonable notice of and conduct a public hearing to consider the request for determination. On the conclusion of the public hearing, if the City Council determines that the Limited District has failed or ceased to discharge its obligations under this Agreement, (1) the City Council may pursue any remedy available to it under Article VI of this Agreement; or (2) the Board of Directors of the Limited District may elect to voluntarily dissolve the Limited District with sixty (60) days prior Notice to the City prior to the dissolution, or (3) the Board of Directors of the Limited District may pursue any other remedy to resolve the issues raised by the City Council or the residents of the Limited District, provided that such remedy must be consistent with this Agreement and the Related Agreements and shall be initiated within ninety (90) days after the date of the public hearing and pursued with reasonable diligence until the issue is completely resolved. (c) Prior to or upon the effective date of dissolution of the Limited District under Section 5.09 of this Agreement or for any other reason, the assets and liabilities of the Limited District shall be transferred to the City. ARTICLE VI TERM, DEFAULT AND REMEDIES 6.01 Term. As between the City and the District, this Agreement commences on the Effective Date and continues until 5:00 PM CST on the Full Purpose Annexation Conversion Date. Following 5:00 PM CST on the Full Purpose Annexation Conversion Date, this NWVVCMUD2 Exhibit I, Page 8 of 14 Agreement shall continue in effect between the City and the Limited District for a period of ten (10) years after the Full Purpose Annexation Conversion Date, and may be renewed for another ten (10) year period on approval of the governing bodies of the City and the Limited District. 6.02 Notification of Default or Violation. Upon the occurrence, or alleged occurrence, of an event of default under or violation of this Agreement, the non -defaulting party shall send the defaulting Party Notice of the default or violation or the alleged default or violation. The defaulting Party must cure the default or violation within sixty (60) days of the date of the Notice (the "Cure 13cria3d" ). 6.03 Rcmedies on Default or Violation. If the default or violation is not cured within the Cure Period, the non -defaulting party may sue for injunctive relief, mandamus, specific performance, or for such other legal and equitable relief to which the non -defaulting party may be entitled, excluding consequential and incidental damages. All of these rights and remedies shall be cumulative. 6.04 Cily s Bight lu Terminitic. After the expiration of the Cure Period, without regard to District's or Limited District's partial performance, if any, the City is entitled to terminate this Agreement upon written notice to District or Limited District, with the effect set forth in this Section 6.04, if District or Limited District has failed to cure a default under this Agreement within the applicable Cure Period, and the City has not waived the default in writing, or District or Limited 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 shall also cause dissolution of the District or Limited District, but does not terminate, limit or restrict the rights and remedies of the City and is without prejudice to the City's claim for allowable damages. IN ADDITION TO THE CITY'S RIGHT UNDER COMMON LAW TO REDRESS FOR ANY BREACH OR UNCURED DEFAULT, DISTRICT AND LIMITED DISTRICT SHALL EACH INDEMNIFY AND DEFEND THE CITY AGAINST ALL LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES) COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST (INCLUDING PREJUDGMENT INTEREST IN ANY LITIGATED MATTER), PENALTIES, COURT COSTS, AND ATTORNEY'S FEES AND EXPENSES) ASSERTED AGAINST, IMPOSED UPON OR INCURRED BY THE CITY, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RESULTING FROM THE BREACH OR UNCURED DEFAULT AND TERMINATION OF THIS AGREEMENT AND ENFORCEMENT OF THIS SECTION. ARTICLE VII ADDITIONAL PROVISIONS 7.01 Rxemplion from Annexation Plan. Annexation of the Land is exempt from the municipal annexation plan requirements pursuant to Section 43.052(h)(3)(B) of the Texas Local Government Code. 7.02 Voting. Pursuant to Section 43.0175(q) of the Texas Local Government Code, Chapter 43, Subchapter F, of the Texas Local Government Code does not apply to the limited purpose annexation of the Land. Consequently, Section 43.130(a) of the Texas Local NINWCMUD2 Exhibit I, Page 9 of 14 Government Code, providing that qualified voters of an area annexed for limited purposes may vote in certain municipal elections, does not apply to the voters within the Land with the effect that, prior to the Full Purpose Annexation Conversion Date, no voters within the Land may vote in City elections. 7,03 Umgl t 11-1 il, a. The City, the District, and the Limited District each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder or enable the fulfillment of their respective obligations hereunder, provided in either case the terms of this Agreement are not modified or amended thereby. b. In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, the City, the District, and the Limited District agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. 7.04 Notice. Any notice given under this Agreement ("Notice")must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing 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 Attn: City Manager and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas 78626 Attn: City Manager With a copy to: City Attorney P. O. Box 409 Georgetown, Texas 78627 Attn: City Attorney and (for overnight mail or personal delivery) City of Georgetown NWWCMUD2 Exhibit I Page 10 of 14 113 E. 8th Street Georgetown, Texas 78626 Attn: City Attorney District and Limited District: Ronald J. Freeman /o ]. 0, Ri11L.Aoo Avc . i�51�4 icuse.C:nvr , �,. _ tZ4W j11. 0 c c ievi " r, 7 7 8 G a Mrstirr;�E•�8�-54 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. A Party may, by giving at least five (5) days' written notice to the other Party, designate additional parties to receive copies of notices under this Agreement. 7.05 Scverahilit • A11iendinenti Waiver. a. If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the Patties 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. 7.06 Atilic alilr Lwk and Vcnuv. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. 7.07 h ii re -A This Agreement and the Exhibits attached hereto, the Related Agreements and the Exhibits attached thereto, contain the entire agreement of the Parties. There are no other agreements or promises, oral or written, between the Parties regarding the subject matter of this Agreement. 7.08 Exhibits, l•leaditt s. ConstruC.6011 Mid Counicipurts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this NWWCMUD2 Exhibit I, Page 11 of 14 Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice- versa. The Parties acknowledge that each of them have been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will together constitute the same instrument. 7.09 Time, Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday or legal holiday. 7.10 AuiliuriiY li r Fxcct:ti,ul. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. District certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with all laws, rules, regulations and orders governing or pertaining to the District. 7.11 As,ipm cLiI. No Party shall assign its interest in this Agreement, in whole or in part, without the other Party's written consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective representatives, successors, and assigns as permitted by this Agreement. 7.12 1ril!_rThis Agreement has been negotiated by the Parties, each of which has been represented by counsel; consequently, the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 7.13 No Third Party Bencficiaries. This Agreement is solely for the benefit of the City and the District, and neither the City nor the District intend by any provision of this Agreement to create any rights in any third -party beneficiaries or to confer any benefit or enforceable rights under this Agreement or otherwise upon anyone other than the City and the District. 7.14 InentlInnition kit' I.xhilsits by liel' rcnrc. All exhibits attached to this Agreement are incorporated into this Agreement by reference for the purposes set forth herein, as follows; Exhibit A Sketch of the Land Exhibit B Metes and Bounds Description of the Land 7.15 Counwrrarl Uri +ii� als. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. NVVVVCMUD2 Exhibit I, Page 12 of 14 APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF NORTHWEST WILLIAMSON COUNTY DISTRICT NO. 2 ON TEXAS ON - j a4T-j, 19, 2014. DISTRICT: NORTHWEST WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO.2 Y 7— - - - Name: 5f eve. ftvo 1�— - - Title: 0165 Aln"+ J Date: ryy!c- h 1 a ao l 4 A I I I :S'1': Name: _ C }t l Title: eL 6G!14 j STATE OF TEXAS -rRAV 15 COUNTY OF �N This instrument was I�}cknowiedged before me the IA� ay of z0ij, by "5f'OC- rnnr1�'r+ . President of Northwest Williamson County Municipal Utility District No. 2, a special diArict formed and operating under Chapters 49 and 54 of the Texas Water Code. y, CYNTHIA FERRIS Notary ID #1564088 My Commission Expires June 19, 2021 Notary Public Signature Printed Name: My Commission Expires:_ NWVVCMUD2 Exhibit I, Page 13 of 14 APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS ON-- ---- -- ----- — , 201_. CITY: CITY OF GEORGETOWN, TEXAS By: Date: ATTEST: , City Secretary APPROVED AS TO FORM: City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON §§ , Mayor This instrument was acknowledged before me the day of 201_, by -- , Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. Notary Public Signature Printed Name:_ My Commission Expires: NVWVCMUD2 Exhibit I, Page 14 of 14 EXHIBIT T Master Development Fee Calculation Form EXAMPLE: (Showing Master Development Fee calculation if net bond reimbursement amount is $10,000,000, and all credits or adjustments apply.) NET BOND REIMBURSEMENT x 8% _ $800,000* MDF CREDITS: Ronald Reagan Regional Trail Credit $200,000 (Per Section 5.05(b) of the Agreement) $200.000 ADJUSTED MASTER DEVELOPMENT FEE: 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 for reimbursement under applicable TCEQ rules, and an audit of Developer reimbursable expenses performed at the time of each Bond issue) TCEQ Bond Issuance Fee $ Application, Review and Inspection Fees $ TOTAL ALLOWABLE DEDUCTIONS: $ NET BOND REIMBURSEMENT: CITY MDF PERCENTAGE: a Northwest Williamson County MUD No. 2 EXHIBIT J Amended and Restated Consent Agreement Page 1 of 2 8% GROSS MDF: LESS RONALD REAGAN REGIONAL TRAIL CREDIT: $ THIS CREDIT SHALL NOT EXCEED A CUMULATIVE TOTAL AMOUNT OF ONE MILLION U.S. DOLLARS ($1,000,000) per Section 5.04(b) of the Amended and Restated Consent Agreement. ADJUSTED MDF: !ACTUAL AMOUNT TO BE BASED ON COSTS APPROVED FOR REIMBURSEMENT BY TCEQ AS AUDITED BY DISTRICT AUDITOR Northwest Williamson County MUD No. 2 EXHIBIT J Amended and Restated Consent Agreement Page 2 of 2 STATE OF TEXAS § COUNTY OF WILLIAMSON § EXHIBIT K NOTICE CONCERNING MUNICIPAL UTILITY DISTRICT AND MUNICIPAL ANNEXATION The real property, described below, that you are about to purchase is located in the Northwest Williamson County Municipal Utility District No. 2 (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/water quality facilities and services available but not connected and which does not have a house, building, or other improvement located thereon and does not substantially utilize the utility capacity available to the property. The District may exercise the authority without holding an election on the matter. As of this date, the most recent amount of the standby fee is $ . An unpaid standby fee is a personal obligation of the person that owned the property at the time of imposition and is secured by a lien on the property. Any person may request a certificate from the District stating the amount, if any, of unpaid standby fees on a tract of property in the District. The District is located in whole or in part in the extraterritorial jurisdiction of the City of Georgetown, Texas. By law, a district located in the extraterritorial jurisdiction of Northwest Williamson County MUD No. 2 EXHIBIT K Amended and Restated Consent Agreement Page 1 of 3 a municipality may be annexed without the consent of the District or the voters of the district. All of the property within the boundaries of the District is subject to the terms and conditions of a Strategic Partnership Agreement ("Agreement") between the District and the City of Georgetown. The Agreement governs the annexation by the City of Georgetown of the property in the District, which will be annexed initially for limited purposes and subsequently for full purposes. The Agreement also provides for the conversion and the timing for conversion of the District to a Limited District and establishes the governmental and operational relationship between the City and the District while the District or the Limited District continues in existence, all as authorized by Section 43.0751, Texas Local Government Code. A copy of the Agreement may be obtained by contacting the offices of the District, and questions concerning the Agreement may be directed to the District or the City of Georgetown Planning Department. 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. Northwest Williamson County MUD No. 2 EXHIBIT K Amended and Restated Consent Agreement Page 2 of 3 "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 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.) Northwest Williamson County MUD No. 2 EXHIBIT K Amended and Restated Consent Agreement Page 3 of 3