HomeMy WebLinkAboutRES 052521-V - Agreement Shadow CanyonRESOLUTION NO. 0525ZI - V
RESOLUTION OF THE CITY COUNCIL OF GEORGETOWN TEXAS
APPROVING THE "FIRST AMENDMENT TO THE CONSENT
AGREEMENT" CONCERNING WILLIAMSON COUNTY MUNICIPAL
UTILITY DISTRICT NO. 34 ALSO KNOWN LOCALLY AS SHADOW
CANYON SUBDIVISION OR RIVERVIEW SUBDIVISION, LOCATED
IN WILLIAMSON COUNTY, TEXAS CONSISTING OF
APPROXIMATELY 278 ACRES GENERALLY LOCATED ALONG SH 29
WEST OF DB WOOD ROAD AND EAST OF THE WATER OAK
SUBDIVISION BETWEEN SH 29 AND THE SOUTH SAN GABRIEL
RIVER; APPROVING A NEW WATER SERVICE AGREEMENT FOR
THE SUBJECT LAND; MAKING CERTAIN FINDINGS; REPEALING
CONFLICTING ORDINANCES AND RESOLUTIONS; AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, 278 Georgetown, Inc., a Texas corporation ("Owner"), is the owner
and developer of approximately 278.21 +/- acres of land consisting of all the land within
Williamson County Municipal Utility District No. 34 (the "District") and known locally
as the Shadow Canyon or Riverview Subdivision (the "Land").
WHEREAS, effective June 8, 2016, City of Georgetown, Texas ("City"), Owner, and
the District entered into that certain "Consent Agreement" concerning, among other
things, the authority of the District and development of the Land (the "Original Consent
Agreement").
WHEREAS, Owner has applied for an amendment to the Original Consent
Agreement to, among other things, increase the Bond Amount Limit from $19.9 Million
to $26 Million, address traffic signalization at the intersection of River Terrace Drive and
State Highway 29, address architectural and masonry standards, and make other
conforming changes.
WHEREAS, the "First Amendment to Consent Agreement" attached as
Attachment 1 (the "First Amendment") provides for the development of the Land and
construction of public infrastructure and the City Council finds that it has the authority
approve the First Amendment pursuant to Section 212.172 of the Texas Local
Government Code.
Resolution No. 05%5 2.1 " V
Approving First Amendment to the Consent Agreement
Concerning the WCMUD No. 34 aka Shadow Canyon
Page 1
(Attachment 1 and related exhibits attached)
NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, THAT:
Section L. The meeting at which this Resolution was approved was in all things
conducted in compliance with the Texas Open Meetings Act, Texas Government Code,
Chapter 551 in effect at the time of its adoption.
Section 2.. The facts and recitations contained in the preamble of this Resolution
are hereby found and declared to be true and correct and are incorporated by reference
herein and expressly made a part hereof, as if copied verbatim. The City Council hereby
finds that this Resolution complies with the Vision Statement of the City of Georgetown
2030 Comprehensive Plan.
.Section 3.. The "First Amendment to Consent Agreement" concerning Williamson
County Municipal Utility District No. 34 (also known locally as the Shadow Canyon
and/or Riverview Subdivision) in substantially the form attached hereto as Attachment
1, is hereby approved by the City Council.
Section 4. The Mayor is hereby authorized to execute this Resolution and the "First
Amendment to Consent Agreement" in substantially the form attached hereto as
Attachment 1, and the City Secretary to attest. This Resolution shall become effective
upon its adoption.
Attachments:
Attachment 1 - First Amendment to Consent Agreement, including the following
exhibits:
Exhibit K Intersection Fiscal Security - Letter of Credit
Exhibit L Intersection Fiscal Security - Escrow Agreement
Exhibit M Residential Standards
Exhibit N Form of Joinder in and Consent to Partial Assignment of Receivables
Agreement
Exhibit O Form of Horton Assignment
Resolution No. 0545 ZI - \/
Approving First Amendment to the Consent Agreement
Concerning the WCMUD No. 34 aka Shadow Canyon
Page 2
(Attachment 1 and related exhibits attached)
PASSED AND APPROVED ON MAY 2021.
ATTEST:
Robyn De smore, City Secretary
APPROVED AS TO FORM:
Skye ass , City Attorney
Resolution No. C6;7, 7 ZI '—y
Approving First Amendment to the Consent Agreement
Concerning the WCMUD No. 34 aka Shadow Canyon
Page 3
(Attachment 1 and related exhibits attached)
FIRST AMENDMENT TO CONSENT AGREEMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This First Amendment to Consent Agreement (this "First Amendment") is
between the City of Georgetown, Texas (the ".Ci"), a home -rule city located in
Williamson County, Texas, and 278 Georgetown, Inc., a Texas corporation (the
".Owner."), and Williamson County Municipal Utility District No. 34, a Texas
municipal utility district created pursuant to Article XVI, Section 59 of the Texas
Constitution and under Chapters 49 and 54 of the Texas Water Code (the "District"). The
City, Owner, and the District are sometimes referred to in this First Amendment
collectively as "the Parties" and individually as a
ARTICLE I
INTRODUCTION
1.01 The Parties entered into that certain Consent Agreement (the "Original
Consent Agreement") dated as of May 24, 2016 and recorded under Document No.
2016110529, Official Public Records of Williamson County, Texas, pertaining to
approximately 278.21 +/- acres of land within the City's corporate limits described in the
Original Consent Agreement (the "Land").
1.02 As allowed by the Original Consent Agreement, the District was duly
created in 2017 and the District's boundaries are coterminous with the Land.
1.03 Owner has requested to amend the Original Consent Agreement to, among
other things, increase the Bond Amount Limit from $19.9 Million to $26 Million, address
traffic signalization at the intersection of River Terrace Drive and State Highway 29,
clarify the deadlines for commencing and completing construction of the trail along the
South San Gabriel River and provide for installation of related trail enhancements,
address architectural and masonry standards, and make other conforming changes.
NOW, THEREFORE, for and in consideration of the mutual agreements,
covenants, and conditions hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
(defined herein) contract as follows.
First Amendment to Consent Agreement
Williamson County MUD #34 1 of 12
Exhibits Attached
ARTICLE II
AMENDED PROVISIONS
2.01 New Definitions_. The following new definitions are added to the list of
defined terms in Section 2.01 of the Original Consent Agreement:
"(qq) .Develovment Financing Agreement: as used in this Agreement or in
the Partial Assignment of Receivables Agreement (defined herein),
shall mean and refer to any agreements between the District, Owner,
or any other party pursuant to which the Owner or such third party
is entitled to receive reimbursements payable by the District out of
the proceeds of Bonds, as the same may be amended or assigned.
(rr) Intersection: means the intersection of SH 29 and River Terrace
Drive, Georgetown, Williamson County, Texas.
(ss) Intersection Siggalization Fiscal Securi means either an
irrevocable letter of credit to be provided by Owner in favor of the
City having a payment amount specified in Section 7.06(a)(iii) or
(a)(iv) (as applicable, pertaining to a Warrant Study performed prior
to the Warrant Study Deadline showing signalization at the
Intersection is "warranted"), issued by an issuing bank meeting the
City's minimum standards and being in form attached as Exhibit K
continuously remaining in place until drawn upon or released by the
City under the terms and conditions of the First Amendment; or a
cash deposit received by the City from Owner in the amount
specified in Section 7.06(a)(iii) or WOO (as applicable) of the Second
Amendment, which shall be deposited by the City in an escrow
account pursuant to an agreement in the form attached as .Exhibit L.
and remain in place until drawn upon or released by the City under
the terms and conditions of the Second Amendment.
(tt) Warrant Study.: means a study consistent with Texas Department of
Transportation (".TxDOT.") regulations to determine whether traffic
conditions at the intersection of River Terrace Drive and State
Highway 29 meet any federal, state or local minimum standards or
"warrants" for placement of traffic signalization improvements."
2.02 Amended Definitions. The following defined terms in Section 2.01(a),
(hh), (ii), and (pp) of the Original Consent Agreement are hereby repealed and replaced
with the following:
First Amendment to Consent Agreement
Williamson County MUD #34 2 of 12
Exhibits Attached
"(a) _Agreement: means this Consent Agreement between the City, the
Owner, and the District, pertaining to the creation of the District and
development of the Land, as the same may be amended and assigned
from time to time in the future.
(hh) PUD Ordinance: means Ordinance No. 2016-46, as said ordinance
may be amended from time to time by the City Council.
(ii) Related A eements.: means, collectively, the Wastewater Services
Agreement (defined herein) and the Water Services Agreement
(defined herein).
(pp) Water Services Agreement: means the "Water Service Agreement
(Shadow Canyon)" between the City and Owner dated of even date
herewith, as the same may be amended and assigned; compliance
with which is an essential element of the granting of the City's
consent to the creation of the District."
2.03 Amount of Bonds. Section 4.04 of the Original Consent Agreement,
Amount of Bonds, is hereby deleted and replaced with the following:
"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 TWENTY SIX MILLION U.S. DOLLARS ($26,000,000.00) (the ".Bond
Limit Amount"), unless specifically approved by the City Council. Owner
and the District acknowledge and agree that the Bond Limit Amount is
sufficient to accomplish the purposes of the District, and that Owner and
the District have voluntarily agreed to the Bond Limit Amount. As to any
Public Infrastructure, the cost of which exceeds the Bond Limit Amount,
shall be dedicated to the City without reimbursement, unless otherwise
expressly approved by the City Council."
2.04 Master Development Fee. Section 5.04 of the Original Consent Agreement,
City Operations Compensation Fee, is hereby amended to clarify that the Master
Development Fee or MDF to be paid to the City out of proceeds otherwise payable to
Owner by the District from the issuance of Bonds by the District will be paid by the
District directly to the City. Owner hereby authorizes and directs the District to pay
directly to the City all sums included in or represented by the MDF, without any further
consent or approval of the Owner.
First Amendment to Consent Agreement
Williamson County MUD #34 3 of 12
Exhibits Attached
2.05 Residential Development Standards. New Section 6.03, pertaining to
Residential Development Standards, is hereby added to the Original Consent Agreement
and provides as follows:
"6.03. Residential Development Standards. The standards applicable to
the residential development areas set forth on the attached .Exhibit M. to the
First Amendment shall apply to the Land and said standards shall be
incorporated into the restrictive covenants encumbering such Residential
Development Areas (the ".CCRs."). During the "Development Period" (as
defined in the CCRs), in the event the City determines that a homebuilder
has installed or constructed improvements on a residential lot within a
residential development area that are not in compliance with any of the
standards set forth on the attached .Exhibit M., the City shall deliver written
notice to Owner identifying the specific deficiency (i.e., masonry
requirements, masonry repetition, setbacks or plan repetition) and the
street address of the subject residential lot within fifteen (15) days after
identification of the noncompliance. Owner shall deliver a written response
to the City that either supplies documentation of compliance with the
standard(s) set forth on the attached Exhibit M. to the City's reasonable
satisfaction or states the corrective measures that Owner will cause to occur
to remedy the noncompliance and the reasonable time period within which
such corrective measures will be completed. If Owner should fail to timely
respond to a written notice from the City as set forth above and/or, in
instances of noncompliance, cause to be completed corrective actions
within the reasonable time period provided to the City in such written
response, the City may withhold the issuance of permits and other City
authorizations within the phase of the project in which the subject
residential lot is located until such time the documentation is provided or
corrective measures are completed."
2.06 Traffic Improvements. New Section 7.06, pertaining to Traffic
Improvements, is hereby added to the Original Consent Agreement and provides as
follows:
"7.06 Traffic Improvements.
(a) Intersection Signalization. Owner shall design and build, or cause to
be designed and built, at no cost to the City, traffic signalization, intersection
and roadway improvements at the Intersection as and when required by
TxDOT, will deliver to the City or to TxDOT any security (bond or advance
funding agreement) required by TxDOT or the City, as applicable, and will
First Amendment to Consent Agreement
Williamson County MUD #34 4 of 12
Exhibits Attached
dedicate to TxDOT any right-of-way required by TxDOT, subject to and in
accordance with the following:
(i) On or before 5:00 PM on the date this is one (1) year after the
Effective Date of the First Amendment, Owner shall, at no cost to the
City, deliver to the City a Warrant Study of the Intersection.
(ii) If the Warrant Study required under Section 7.06(a)(i) indicates
traffic signal improvements are not then required for the Intersection,
Owner shall update that Warrant Study once every 365 days for up
to three (3) years thereafter (the ".Warrant Study Deadline.") until
such time, if any, as a Warrant Study of the Intersection completed
prior to the Warrant Study Deadline indicates traffic signalization
improvements are "warranted" (i.e., determined by TxDOT to be
necessary and required).
(iii) If a Warrant Study obtained under Section 7.06(a)(i) or (a)(ii) o
indicates traffic signalization improvements are "warranted" at the
Intersection, then within 60 days after the date of such Warrant Study,
Owner shall provide to the City an engineer's cost estimate approved
by TxDOT of those traffic signalization improvements TxDOT
requires Owner to provide for the Intersection, along with
Intersection Signalization Fiscal Security equal to the amount that is
110% of the amount set out in such cost estimate.
(iv) If a Warrant Study obtained under Section 7.06(a)(i) or (a)(ii)
indicates traffic signalization improvements are "warranted" at the
Intersection but the required traffic signalization improvements are
not constructed within 1 year after the date of the Intersection
Signalization Fiscal Security held by the City, Owner shall obtain and
submit to the City an updated engineer's cost estimate of the traffic
signalization improvements TxDOT requires Owner to provide, and
an updated Intersection Signalization Fiscal Security equal to the
amount that is 110% of the amount set out in such updated cost
estimate. This process shall continue annually until the required
traffic signalization improvements are completed at the Intersection.
(v) Except as set forth in Section 7.06(b), as between Owner and the
City, Owner is responsible for paying the cost of and building or
causing to be built the traffic signalization improvements at the
Intersection required by TxDOT.
First Amendment to Consent Agreement
Williamson County MUD #34 5 of 12
Exhibits Attached
(vi) As an alternative to delivering Intersection Signalization Fiscal
Security to the City as required under Section 7.06(a)(iii) or (a)(iv)
after receipt of a Warrant Study completed prior to the Warrant Study
Deadline that indicates construction of traffic signalization
improvements at the Intersection is "warranted," Owner may deliver
to the City: (1) an engineer's cost estimate approved by TxDOT for
the traffic signalization improvements TxDOT requires Owner to
provide; and (2) documentation that (i) TxDOT and Owner have
entered into a contract pursuant to which Owner will perform or fund
the design and construct the applicable traffic signalization
improvements; and (ii) Owner has deposited with TxDOT all funds
and/or fiscal security (if any) required under that contract. If Owner
delivers the items described in the prior sentence to the City after
Owner has posted Intersection Signalization Fiscal Security with the
City under Section 7.06(a)(iii) or (a)(iv), the City will return the
Intersection Signalization Fiscal Security to Owner within 30 days
thereafter.
(vii) At any time when a Warrant Study completed prior to the
Warrant Study Deadline shows traffic signalization improvements at
the Intersection are "warranted", but Owner has not either completed
the required improvements or delivered to the City the
documentation required under Section 7.06(a)(vi) the City may give
Owner notice that if either such improvements are not completed or
the documentation required under Section 7.06(a)(vi) is not delivered
to the City within 90 days after the date of such notice, the City
intends to use and/or draw on the Intersection Signalization Fiscal
Security held by the City under Section 7.06(a)(iii) or (a)(iv) and use
such sums to design and build the applicable traffic signalization
improvements. Upon the City's completion of the applicable traffic
signalization improvements the City will return any unused sums to
Owner.
(b) Other Traffic Improvements. Notwithstanding anything herein to the
contrary, in the event that a Warrant Study obtained under Section 7.06(a)(i)
or (a)(h) fails to indicate that the traffic signalization improvements at the
Intersection are "warranted" by the Warrant Study Deadline, then, within
60 days after the Warrant Study Deadline, Owner shall provide to the City a
current engineer's cost estimate of the traffic signalization improvements for
the Intersection as if such improvements were "warranted," along with
funds equal to 110% of the amount set out in such cost estimate (the ".Traffic
First Amendment to Consent Agreement
Williamson County MUD #34 6 of 12
Exhibits Attached
Improvement Contribution"). The engineer's cost estimate will be considered
"current" if based on cost estimates received by the engineer less than 90
days before submittal of the engineer's cost estimate to the City. Payment
by check to the City must be remitted to the City Manager at the address for
Notice provided in the Agreement. Owner shall request wiring instructions
from the City Manager prior to remitting payment by bank wire. Upon
receipt of the Traffic Improvement Contribution by the City, the Parties
agree that the City may use the Traffic Improvement Contribution to pay
the cost of the design and construction of any traffic -related improvements
or costs that are required by TxDOT or the City in the future, and after the
City's receipt of the Traffic Improvement Contribution, Owner shall be
relieved of all obligations under this Agreement with respect to the design
and construction of traffic improvements, except for the dedication of any
required right-of-way on the Land."
2.07 Garbage Services. Section 8.03 of the Original Consent Agreement,
pertaining to Garbage Services, is hereby repealed and replaced with the following:
"8.03 Solid Waste Services, Bulky Waste Services, Yard Trimmings
Services, and Recycling Services. Residential Services (defined below) and
Non -Residential Services (defined below) shall be provided to customers
within the Land by the City's solid waste service provider(s) and no other
providers. As used in the Agreement, the term "Residential Services" shall
mean Solid Waste Services, Bulky Waste Services, Yard Trimmings
Services, and Recycling Services for Residential Units, and the term "Non -
Residential Services" shall mean Solid Waste and Recycling Services for
Non -Residential Units, and all of the foregoing capitalized terms shall have
the same meaning as set forth in the City's contract(s) the provider(s) of
such services. Unless the City notifies the District otherwise at least 180
days in advance, the City shall be responsible for setting up accounts to bill
customers within the Land for the above -described services, and for billing
and collecting for those services."
2.08 Assignment of Rights to Performance. Section 12.02(b) of the Original
Consent Agreement, pertaining to Assignment of Rights to Performance, is hereby
repealed and replaced with the following:
"(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
First Amendment to Consent Agreement
Williamson County MUD #34 7 of 12
Exhibits Attached
involuntarily, whether by merger, consolidation, dissolution, operation of
law, or any other manner except, upon delivery to the non -assigning Parties
at least twenty (20) business days before the assignment of a written
agreement stating the specific rights to performance assigned executed by
the assigning Party and the assignee together with all supporting
documentation relating to the assignment. Subject to the terms and
conditions of Section 12.03 of this Agreement, Owner may assign its rights
to performance under this Agreement only to:
(1) a lender to the extent necessary to obtain financing for development
of the Land and if the assignment to the lender occurs after the
recordation of this Agreement as required by Section 13.11 of this
Agreement; or
(2) a successor owner to Owner of all or any part of the Land provided
that such successor owner (i) is an assignee of all of Owner's rights,
duties, and obligations, if any, under the Related Agreements with
respect to the portion of the Land acquired by such successor owner;
and (ii) has executed the Joinder in and Consent to Partial
Assignment of Receivables Agreement in the form attached as
.Exhibit "N" (the ",Joinder in and Consent to Partial Assignment of
Receivables Agreement"); or
(3) to the District.
Any such assignment shall be subject to the terms of this Agreement. Assignment
by Owner to any other persons or entities is not permitted. Notwithstanding the
requirements set forth in this Section 12.02(b) or anything else in the Agreement to
the contrary, the Parties hereby expressly consent to and approve Owner's partial
assignment of its rights, duties, and obligations under the Agreement to
Continental Homes of Texas, L.P. pursuant to a "Partial Assignment of Consent
Agreement" substantially in the form attached as Exhibit "D (the "Horton
Assignment"), and agree that no further consent to such assignment will be
necessary."
2.09 Notice. Section 13.02 of the Original Consent Agreement, pertaining to
Notice, is hereby repealed and replaced with the following:
"13.02 Notice. Any notice given or documentation required to be delivered
under this Agreement to a Party must be in writing and may be given: (i)
by depositing it in the United States mail, certified, with return receipt
requested, addressed to the Party to be notified and with all charges
First Amendment to Consent Agreement
Williamson County MUD #34 8 of 12
Exhibits Attached
prepaid; or (ii) by depositing it with Federal Express or another nationally
recognized delivery service guaranteeing "next day delivery', addressed to
the Party to be notified and with all charges prepaid; or (iii) by personally
delivering it to the Party, or any agent of the Party listed in this Agreement.
Notice by United States mail will be effective on the earlier of the date of
receipt or three (3) days after the date of mailing. Notice given in any other
manner will be effective when received. For purposes of notice, the
addresses of the Parties, until changed as provided below, will be as
follows:
City: City of Georgetown
P. O. Box 409
Georgetown, Texas 78627
Attn: City Manager
and (for overnight mail or personal delivery)
City of Georgetown
808 Martin Luther King Jr. 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
809 Martin Luther King Jr. Street
Georgetown, Texas 78626
Attn: City Attorney
Owner: 278 Georgetown, Inc.
4408 Spicewood Springs Road
Austin Texas 78759
Attn: Joseph W. Straub, President
With a copy to: Armbrust & Brown, PLLC
100 Congress Avenue, Suite 1300
Austin, Texas 78701
Attn: Kevin M. Flahive
First Amendment to Consent Agreement
Williamson County MUD #34 9 of 12
Exhibits Attached
District: Williamson County Municipal Utility District No. 34
c/o Armbrust & Brown, PLLC
100 Congress Avenue, Suite 1300
Austin, Texas 78701
Attn: Kevin M. Flahive
The Parties may change their respective addresses to any other address
within the United States of America by giving at least five (5) days' written
notice to the other Party. A Party may, by giving at least five (5) days'
written notice to the other Parties, designate additional persons to receive
copies of notices under this Agreement."
ARTICLE III MISCELLANEOUS
3.01 _Exhibits_. The Original Consent Agreement is hereby amended to include
Exhibit & ;Exhibit L. .Exhibit M, Exhibit N. and .Exhibit O. attached to this First Amendment
and the list of exhibits contained in Section 13.10 of the Original Consent Agreement is
hereby amended to add the following:
Exhibit K Intersection Fiscal Security — Letter of Credit
Exhibit L Intersection Fiscal Security — Escrow Agreement
Exhibit M Residential Standards
Exhibit N Form of Joinder in and Consent to Partial Assignment of Receivables
Agreement
Exhibit O Form of Horton Assignment
3.02 _Capitalized Terms. Capitalized terms used in this First Amendment that
are not otherwise defined shall have the meanings set forth in the Original Consent
Agreement.C_ounterparts. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed an original instrument, and all of which,
taken together, shall constitute one and the same instrument. The signature of any party
hereto to any counterpart hereof shall be deemed a signature to, and may be appended,
to any other counterpart hereof. Recordation. _ This First Amendment shall be recorded
in the Official Public Records of Williamson County at Owner's expense.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK.]
[SIGNATURE PAGES IMMEDIATELY FOLLOW.]
First Amendment to Consent Agreement
Williamson County MUD #34 10 of 12
Exhibits Attached
IN WITNESS WHEREOF, the undersigned Parties have executed this First Amendment
on the dates indicated below.
CITY:
CITY
Date:
ATTEST:
Robyn nsmore, City Secretary
APPROVED AS TO FORM:
SkyA4assc6, City Attorney
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me the Ji day of
2021, by Josh Schroeder, Mayor of the City of Georgetown, Texas,
a horhe-kle city, on behalf of the City.
LINDARUTH WHITE '
.•
My Notary ID # 124936123 No ry Public
Expires May 24, 2024 Printed Name: f "I",
?�
My Commission Expires: IWLt4 2, 4 20 2-
First Amendment to Consent Agreement
Williamson County MUD #34 11 of 12
Exhibits Attached
OWNER:
278 GEORGETOWN, INC.,
a Texas Corporation
Date:
STATE OF TEXAS §
COUNTY OF §
Joseph W. Straub, President
This instrument was acknowledged before me the day of
2021, by Joseph W. Straub, in his capacity as President of 278
Georgetown, Inc., a Texas corporation, on behalf of said corporation.
Notary Public Signature
Printed Name:
My Commission Expires:
First Amendment to Consent Agreement
Williamson County MUD #34 12 of 12
Exhibits Attached
DISTRICT:
WILLIAMSON COUNTY MUNICIPAL
UTILITY DISTRICT NO.34
By:
Charles E. Gamble, II, President
Board of Directors
Date:
ATTEST:
Mark Collins, Secretary
Board of Directors
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me the day of
2021, by Charles E. Gamble, II, President of Williamson County
Municipal Utility District No. 34, a special district formed and operating under Chapters
49 and 54 of the Texas Water Code.
Notary Public Signature
Printed Name:
My Commission Expires:
First Amendment to Consent Agreement
Williamson County MUD #34 13 of 12
Exhibits Attached
.EXHIBIT K
FORM OF INTERSECTION SIGNALIZATION FISCAL SECURITY
— LETTER OF CREDIT
Irrevocable Letter of Credit
Issuance Date: Irrevocable Letter of Credit No.
Beneficiary:
City of Georgetown, a Texas home rule municipality Attn: Assistant City Manager
808 Martin Luther King Jr. St. Georgetown, Texas 78626
Owner/Applicant:
278 Georgetown, Inc.
4408 Spicewood Springs Road
Austin Texas 78759
Attn: Joseph W. Straub, President
Stated Amount: U.S. DOLLARS ($
Issuer:
Name
Address 1
Address 2
City, State, Zip Code
Phone
Fax
Expiration Date: , 20_at 4:00 P.M. Central Standard Time.
At the request and account of OWNER/APPLICANT, ISSUER hereby opens in favor of
BENEFICIARY our Irrevocable Letter of Credit for the STATED AMOUNT available by
BENEFICIARY'S draft at sight drawn on ISSUER purportedly signed by either
BENEFICIARY'S City Manager or Assistant City Manager. This Letter of Credit
authorizes BENEFICIARY to draw on ISSUER in amounts which in the aggregate shall
not exceed the STATED AMOUNT, which represents the required amount of the traffic
signal fiscal security for the River Terrace Drive and State Highway 29 Intersection (as
described in that certain "Consent Agreement" dated May 24, 2016 by and between
BENEFICIARY, OWNER/APPLICANT, and Williamson County Municipal Utility
District No. 34, as amended by "First Amendment to Consent Agreement" dated to be
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit K -1 of 7
effective on , 2021 (collectively, and as amended, the "AGREEMENT")
pertaining to design and construction of the River Terrace Drive and State Highway 29
Intersection.
Funds under this Irrevocable Letter of Credit shall be made available to the
BENEFICIARY on receipt by the ISSUER of a Sight Draft in the form attached to this
Letter of Credit as "Annex A", accompanied by the original of this Letter of Credit, and
a Certificate in the form attached to this Letter of Credit as "Annex B" dated and signed
by a purported authorized representative of the BENEFICIARY, with such signature
acknowledged, stating that the BENEFICIARY is entitled to draw under this Letter of
Credit. No further substantiation of the claim(s) shall be required.
ISSUER shall be entitled to accept a sight draft and certificate describe above under the
terms of this Letter of Credit from the City Manager or the Assistant City Manager of the
BENEFICIARY, with such signature acknowledged, without any obligation or duty to
verify the authority or identity of the person presenting the sight draft or certificate.
Partial drawings are permitted only per the terms of the AGREEMENT, but not more
frequently than once per month.
Upon receipt of one or more Sight Drafts described above, Issuer shall disburse the funds
to the City of Georgetown, Texas, Attn: Assistant City Manager, 808 Martin Luther King
Jr. St., Georgetown, Texas 78626, in the amount stated in the Sight Draft. Such demand(s)
will be honored if presented in person or by facsimile transmission on or before 4:00
o'clock pm Central Standard Time before the expiration date of this irrevocable letter of
credit. If demand is presented before 10:00 a.m. Central Standard Time, funds must be
received before 2:00 p.m. Central Standard Time the same day. If demand is presented
after 10:00 a.m. Central Standard Time, funds must be received before 2:00 p.m. Central
Standard Time the next business day. Funds may be received by wire transfer.
This Irrevocable Letter of Credit shall be governed by the laws of the State of Texas and
venue for any disputes shall be in Williamson County, Texas.
Issuer shall provide written notification to the City of Georgetown, Texas, Attn: Assistant
City Manager, 808 Martin Luther King Jr. St., Georgetown, Texas 78626, at least forty-five
(45) calendar days prior to the expiration of this Irrevocable Letter of Credit as advice of
the pending expiration.
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit K - 2 of 7
It is a condition of this Irrevocable Letter of Credit that it shall be deemed automatically
extended without amendment for a period of one (1) year from the present or any future
Expiration Date.
ISSUER:
(Authorized Signature)
Bv:
Name:
Title:
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit K - 3 of 7
ANNEX A TO TRAFFIC SIGNAL FISCAL SECURITY SIGHT DRAFT
DATE: REF. NO.
TO:
Issuer:
Name Address 1
Address 2
City, State, Zip Code Phone
Fax
FROM:
Beneficiary:
City of Georgetown, a Texas home rule municipality
Attn: Assistant City Manager
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
AT SIGHT,
drawn under
No.
PAY TO THE ORDER OF THE CITY OF GEORGETOWN,
U.S. DOLLARS ($
(name of issuer) Irrevocable Standby Letter of
dated 20
BENEFICIARY
CITY OF GEORGETOWN, TEXAS
Authorized Signature)
By:
Name:
Title.:
TEXAS,
Credit
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit K - 4 of 7
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before
Of
20T by
me on the
the City of Georgetown, Texas, a home -rule city, on behalf of the City.
(seal)
0
First Amendment to Consent Agreement
Williamson County MUD #34
Notary Public, State of Texas
day
of
Exhibit K - 5 of 7
ANNEX B TO TRAFFIC SIGNAL FISCAL SECURITY
DRAW CERTIFICATE
DATE:
TO:
Issuer:
Name Address 1
Address 2
City, State, Zip Code Phone
Fax
LETTER OF CREDIT. NO.
FROM:
Beneficiary:
City of Georgetown, a Texas home rule municipality
Attn: Assistant City Manager
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
Ladies and Gentlemen:
The undersigned, as authorized representative of Beneficiary herby certifies to you with
reference to Letter of Credit No. that (check applicable):
❑ The Letter of Credit will expire in 45 days and is not being renewed or replaced;
or
❑ Owner/Applicant has defaulted on its obligations under the AGREEMENT
pertaining to River Terrace Drive and State Highway 29 Intersection (described in the
AGREEMENT); or
❑ The Completion of the River Terrace Drive and State Highway 29 Intersection (as
described in the AGREEMENT) has occurred.
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit K - 6 of 7
BENEFICIARY:
CITY OF GEORGETOWN, TEXAS
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the
of , 20_ by
Georgetown, Texas, a home -rule city, on behalf of the City.
(seal)
0
day
of the City of
Notary Public, State of Texas
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit K - 7 of 7
of
EXHIBIT L
FORM OF INTERSECTION SIGNALIZATION FISCAL SECURITY — ESCROW
AGREEMENT
Escrow Agreement
[Traffic Signalization, Intersection & Roadway Improvements]
The parties to this Escrow Agreement (this "Agreement"), dated effective as
01 202_ (the "Effective Date"), are 278 GEORGETOWN, INC., a Texas
corporation ("Owner"), and THE CITY OF GEORGETOWN, a Texas home -rule
municipal corporation (the "City").
RECITALS:
A. Pursuant to the "Consent Agreement" by and between Owner, the
City, and Williamson County Municipal Utility District No. 34 (the "District")
dated as of May 24, 2016 and recorded under Document No. 2016110529, Official
Public Records of Williamson County, Texas, as amended by "First Amendment to
Consent Agreement" dated ` . 2021 and recorded
under Document No. Official Public Records of Williamson
County, Texas (collectively and as may be further amended from time to time, the
"Consent Agreement"), Owner is obligated to fund the design, permitting and
construction of traffic signalization, intersection and roadway improvements at the
intersection of River Terrace Drive and State Highway 29 in Williamson County,
Texas (the "Improvements"), once the Texas Department of Transportation
("TxDOT") has determined in a Warrant Study (as defined in the Consent
Agreement) that the traffic generated by the Owner at the Shadow Canyon
Subdivision, which is sometimes referred to as the Riverview Subdivision,
necessitates the construction of such Improvements (i.e., such Improvements are
"warranted").
B. Pursuant to the Consent Agreement, within sixty (60) days after a
Warrant Study that indicates that TxDOT has determined that the Improvements
are "warranted", Owner shall: (i) provide to the City an engineer's cost estimate of
the Improvements approved by TxDOT; and (ii) either (a) deposit fiscal security
with the City in an amount equal to 110% of the amount set out in such cost estimate
in the form of either a letter of credit or cash pursuant to an escrow agreement, or
(b) deliver to the City documentation that (1) TxDOT and Owner have entered into
a contract pursuant to which Owner will perform or fund the design and
construction of the Improvements, and (2) Owner has deposited with TxDOT all
First Amendment to Consent Agreement
Williamson County Municipal Utility District No. 34 Exhibit L, Page 1 of 7
funds and/or fiscal security (if any) required under that contract.
C. Pursuant the Warrant Study dated effective 202
TxDOT has determined that the Improvements are now "warranted" (i.e.,
determined by TxDOT to be necessary and required).
D. The engineer's cost estimate of the Improvements obtained by Owner
and approved by TxDOT provides that the estimated cost of the Improvements
is $. . (the "Initial Estimated Cost").
E. Owner has elected to deposit cash with the City in an amount equal
to 110% of the Initial Estimated Cost, which is $. (as such
amount may be adjusted pursuant to Paragraph 4 below, the "Cash Security"),
to be held in escrow as fiscal security for thecompletion of the Improvements in
accordance with the Consent Agreement and this Agreement.
AGREEMENT:
IN CONSIDERATION of the mutual covenants set forth in this Agreement,
the partiesagree as follows:
1. Recitals Ificor orated.. The above Recitals and the Consent
Agreement, and all defined terms therein, are incorporated into this Agreement for
all purposes.
2. Construction of Improvements. Owner covenants to cause the
Improvements to be designed, permitted and constructed, at Owner' expense, and
to obtain the acceptance of the Improvements by TxDOT on or before the date that
is 1 year after the Effective Date. The plans and specifications for the Improvements
as finally approved by TxDOT are referred to in this Agreement as the "Approved
Construction Plans".
3. Deposit of Cash Security. The Cash Security must be held by the City
in an interest -bearing account in compliance with the City's investment policies.
All interest earned on the Cash Security will be considered a part of the Cash
Security.
4. Adjustment of Cash Securi _. If, upon the date that is 1 year after the
Effective Date, and on or before the anniversary of such date each year thereafter
First Amendment to Consent Agreement
Williamson County Municipal Utility District No. 34 Exhibit L, Page 2 of 7
during the term of this Agreement, Owner has not yet caused the completion of the
Improvements and TxDOT's acceptance of the Improvements in accordance with
this Agreement, Owner is required under the Consent Agreement to obtain and
submit to the City an updated engineer's cost estimate of the Improvements (each,
an "Updated Cost Estimate"). Within 30 days after the City's approval of each
Updated Cost Estimate, the parties shall cause the amount of the Cash Security held
in escrow in accordance with this Agreement to be adjusted to an amount equal to
110% of the Updated Cost Estimate.
5. Release of Cash Securily. The Cash Security will be released to Owner
and this Agreement will terminate upon the earlier to occur of: (a) Owner' causing
the completion of the Improvements in accordance with the Approved
Construction Plans and satisfaction of all TxDOT requirements to cause TxDOT's
acceptance of the Improvements for ownership, operation and maintenance, and
provision of documentation of same to the City; or (b) Owner' delivery to the City
of documentation that (i) TxDOT and Owner have entered into a contract pursuant
to which Owner will perform or fund the design and construction of the
Improvements, and (ii) Owner has deposited with TxDOT all funds and/or fiscal
security (if any) required under that contract.
6. Ci 's Use of Cash Securit . If at any time during the term of this
Agreement, Owner has not caused the completion of the Improvements and
TxDOT's acceptance of the Improvements in accordance with this Agreement, the
City may give written notice to Owner of such failure. If Owner then fails to cause
the completion of the Improvements and TxDOT's acceptance of the Improvements
within 90 days after the date of such notice, the City may draw upon and use the
Cash Security to cause the completion of the Improvements and TxDOT's
acceptance of the Improvements. Any portion of the Cash Security which is not
used by the Cityto cause the completion of the Improvements and TxDOT's
acceptance of the Improvements,will be released to Owner within 30 days after
TxDOT's acceptance of the Improvements, whereupon this Agreement will
terminate.
7. Remedies.. Should a party hereto fail to perform an obligation
hereunder in accordance with the terms, provisions and conditions of this
Agreement ("Failing Party"), then the other party ("Affected Party") may provide
written notice of such failure to the Failing Party and the Failing Party shall
thereupon have 10 days to cure such failure. If such failure has not been cured after
the expiration of such 10-days period, then the Affected Party may elect, within 30
First Amendment to Consent Agreement
Williamson County Municipal Utility District No. 34 Exhibit L, Page 3 of 7
days after the expiration of the 10-day cure period, to (i) institute suit for specific
performance against the Failing Party to compel performance of the obligation, and
the costs of compelling performance (including, without limitation, reasonable
attorneys' fees and expenses) shall be reimbursable to the prevailing Affected Party
in such litigation; or (ii) pursue the recovery of any and all actual (but not
speculative, consequential or punitive) damages suffered by the Affected Party as
a result of the Failing Party's breach of its obligations hereunder (including
reasonable attorneys' fees and expenses).
8. Assignability.. The benefits and burdens of this Agreement are
binding on and inure to the benefit the City and its successors and assigns, and on
the Owner, its successors and assigns.
9. Notice. Any notice required or permitted by this Agreement must
be in writingand is deemed delivered when personally delivered or three (3) days
after it is deposited with the
U.S. Postal Service, postage prepaid, certified with return receipt requested, and
addressed asfollows:
If to Owner: 278 Georgetown, Inc.
4408 Spicewood Springs Road
Austin, Texas 78759
Attn: Joseph Straub, President
Phone: (512) 231-1555
with copy to: Armbrust & Brown, PLLC
100 Congress Avenue, Suite 1300
Austin, Texas 78701
Attn: Kevin M. Flahive
Phone: (512) 435-2333
If to the City: City of Georgetown
Attn: Assistant City
Manager 808 Martin
Luther King Jr. St.
Georgetown, Texas
78626
Phone: (512) 930-3652
First Amendment to Consent Agreement
Williamson County Municipal Utility District No. 34 Exhibit L, Page 4 of 7
with copy to: City of Georgetown
City Attorney
P.O. Box 409
Georgetown, Texas 78627
Phone: (512) 930-3652
The parties may, from time to time, change their respective addresses for
purposes of notice listed above. A party's change of address is effective when notice
of the change is provided to the other party in accordance with this Paragraph.
10. Governing Law and Venue. Notwithstanding any conflict of laws
provisions, the parties agree that the terms and provisions of this Agreement will
be governed by and construed in accordance with the laws of the State of Texas and
the United States of America from time to time in effect, and that Williamson
County, Texas will be the proper place of venue for any suit under this Agreement.
11. Amendment.. Any oral representations or modifications concerning
this Agreement have no force or effect unless there is a subsequent written
modification executed by duly authorized representatives of both parties.
12. Counterparts- This Agreement may be executed in several
counterparts, each of which shall be deemed an original. The signatures to this
Agreement may be executed on separate pages, and when attached to this
Agreement shall constitute one (1) complete document.
Executed by the Parties to be effective as of the latest date accompanying the signature lines
below.
[SIGNATURE PAGE FOLLOWS]
First Amendment to Consent Agreement
Williamson County Municipal Utility District No. 34 Exhibit L, Page 5 of 7
CITY:
CITY OF GEORGETOWN
By:
Mayor
ATTEST:
By:
City Secretary
APPROVED AS TO FORM:
5y:
City Attorney
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the day of
.20_ by , Mayor of the City of
Georgetown,Texas, a home -rule city, on behalf of the City.
(seal)
Notary Public, State of Texas
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit L - 6 of 7
OWNER:
278 GEORGETOWN, INC., a Texas
corporation
10
APPROVED AS TO FORM:
Fv:
Kevin M. Flahive, Attorney for
Owner, 278 Georgetown, Inc.
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
Joseph W. Straub, President
This instrument was acknowledged before me on the day of
20 by Joseph W. Straub, President of 278
Georgetown, Inc., a Texas corporation, on behalf of that corporation.
(seal)
Notary Public, State of Texas
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit L - 7 of 7
.EXHIBIT M
RESIDENTIAL STANDARDS
The residential areas on the Land shall be developed according to the following standards
as well as with the PUD Ordinance.
1. Masonry Requirements:
At least 85% of the exterior surface area of all front elevations, all street facing elevations,
and all elevations facing public parkland shall consist of brick, stone, or stucco (exclusive
of windows, doors or other openings). The side and rear elevations not facing a public
right-of-way shall consist of at least 85% brick, stone or stucco on the first floor (exclusive
of windows, doors or other openings) and brick, stone, stucco or cement -based siding on
the second floor.
Homes that back onto or are adjacent to Road 1 or Road 2 on Exhibit C to the PUD
Ordinance shall consist of 85% brick, stone, or stucco on all four elevations (exclusive of
windows, doors or other openings).
2. Front Facade Requirements:
The front elevation of all homes shall contain wall plane articulation. No elevations shall
be a single wall plane across the entire width of the front elevation. Each front elevation
shall contain a minimum of two of the following elements, to be identified on the
architectural plans submitted for building permit:
a A minimum of two wall planes on the front elevation, offset a minimum of 18
inches
K Covered front porch or patio with a minimum size of 60 square feet
It A side -entry or swing -in garage entry (for garage doors that do not face the front
street)
0 A garage door recessed from the primary front facade a minimum of four feet (for
garage doors that face the front street)
■ Enhanced garage door materials (wood, ornamental metal, decorative door,
window inserts and hardware, painted or stained to match house)
0 Shed roof or trellis (at least 18" deep) above garage door for additional
architectural detail
a A combination of at least two roof types (e.g., hip and gable) or two different roof
planes of varying height and/or direction
0 Two or more masonry finishes to compliment the architectural style of the home
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit M -1 of 2
■ The addition of one or more dormers on the front elevation to compliment the
architectural style of the home.
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit M - 2 of 2
.EXHIBIT N
JOINDER IN AND CONSENT TO PARTIAL ASSIGNMENT OF RECEIVABLES
AGREEMENT
JOINDER IN AND CONSENT TO
PARTIAL ASSIGNMENT OF RECEIVABLES AGREEMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
Reference is hereby made to the Partial Assignment of Receivables Agreement (the
"Partial Assignment") dated June 14, 2016, between 278 Georgetown Inc., a Texas
corporation (".Original Owner"), the City of Georgetown, Texas (the ".C"), and
consented to by Williamson County Municipal Utility District No. 34 (the ".District"),
attached as .Exhibit "G". to the Consent Agreement dated May 24, 2016 by and between
the City, Original Owner, and the District recorded under Document No. 2016110529 of
the Official Public Records of Williamson County, Texas (as amended and assigned, the
"Consent A Bement"), pursuant to which Original Owner has assigned to the City the
right to receive a fee equal to ten percent (10%), or such other percentage as the City may
determine is necessary, of the net proceeds received by Original Owner from every series
of bonds issued by the District, but not to exceed One Million Five Hundred Thousand
U.S. Dollars ($1,500,000.00) (the "Master Development Fee" or the "MDF"), all in
accordance with the requirements of the Partial Assignment and Section 5.04 of the
Consent Agreement.
a ("New Owner."), hereby joins
in the execution of the Partial Assignment for the purpose of consenting to the Master
Development Fee and hereby acknowledges and confirms that the reimbursements to the
City for the Master Development Fee will have priority over any District reimbursement
to New Owner under any agreement.
EXECUTED to be effective as of . 20_
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit N Page 1 of 2
.NEW OWNER:
By:
Printed Name:
Title:
THE STATE OF TEXAS §
COUNTY OF §
a
This instrument was acknowledged before me on the day of
20 by
on behalf of said
[seal]
of , a
Notary Public, State of Texas
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit N Page 2 of 2
.EXHIBIT O
FORM OF HORTON ASSIGNMENT
PARTIAL ASSIGNMENT OF CONSENT AGREEMENT
This PARTIAL ASSIGNMENT OF CONSENT AGREEMENT (this "Partial
Assignment") is executed by 278 GEORGETOWN, INC., a Texas corporation
("Assignor."), to and in favor of CONTINENTAL HOMES OF TEXAS, L.P., a Texas
limited partnership ("Assignee"), effective as of the day of _ . 2021 (the
"Effective Date").
WITNESSETH:
A. The City of Georgetown, Texas, a home -rule city located in Williamson
County, Texas (the ".C�"), Assignor, as ".Owner.", and Williamson County Municipal
Utility District No. 34 (the "District.") previously entered into a.Consent Agreement dated
May 24, 2016 (the ".Original Consent Agreement.," as amended by a First Amendment to
Consent Agreement dated May J 2021 (the "First Amendment" and, collectively with
the Original Consent Agreement, the "Consent Agreement"), which, among other things,
provides for the creation of the District and a regulatory process for the development of
±278.21 acres of land located in the City limits to be included in the District (the ".Land.").
B. On the Effective Date, Assignor has sold and conveyed and Assignee has
purchased those portions of the Land described in .Exhibit "A attached hereto and
incorporated herein by reference (the "Transferred Lund.") and, in connection with such
sale, Assignor has agreed to assign to Assignee, and Assignee has agreed to assume and
perform, certain of Assignor's rights, duties, and obligations under the Consent
Agreement.
C. Section 12.02(b) of the Consent Agreement generally provides that Owner
may assign its rights and obligations thereunder to a successor owner of all or any part
of the Land who is also an assignee of the Related Agreements (as defined in the Consent
Agreement) and who has executed a Joinder in and Consent to Partial Assignment of
Receivables Agreement in the form required by the Consent Agreement provided that
Owner has delivered to the other Parties a written agreement executed by Owner and the
assignee stating the specific rights to performance assigned together with all supporting
documentation relating to the assignment.
D. Pursuant to the First Amendment, the City expressly consented to and
approved the partial assignment of the Consent Agreement to Assignee.
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 1 of 16
E. On the Effective Date, Assignee has taken assignment of the Related
Agreements as evidenced by the Partial Assignment of Water Services Agreement
attached as Exhibit "B" and the Partial Assignment of Wastewater Services Agreement
attached as Exhibit "C" and has executed the Joinder in and Consent to Partial
Assignment of Receivables Agreement required by the Consent Agreement, a copy of
which is attached as .Exhibit "D".
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Partial Assignment. Assignor has ASSIGNED, TRANSFERRED, AND
CONVEYED and by these premises does hereby ASSIGN, TRANSFER, AND CONVEY
to Assignee (i) all of Assignor's right, title, and interest as Owner in, to, and under the
Consent Agreement to the extent, and only to the extent, the same directly relate to or
concern the Transferred Property; and (ii) all of Assignor's rights, duties, and obligations
as Owner set forth in Section 7.06 of the Consent Agreement with respect to Traffic
Improvements (collectively, the "Assigned Rights."). All rights and obligations under the
Consent Agreement other than the Assigned Rights (collectively, the "Retained Rights")
are retained by Assignor.
2. Assumption. Assignee hereby accepts the foregoing partial assignment
and assumes all of the rights and obligations of Assignor as Owner with respect to the
Assigned Rights arising on or after the date of this Assignment. Assignor will continue
to be responsible for all of the obligations arising under or in connection with the
Retained Rights. Assignee's contact information for purposes of notice under the
Agreement is as follows:
Continental Homes of Texas, L.P.
Attn: Mr. Adib R. Khoury
10700 Pecan Park Blvd., Suite 400
With copies to:
D.R. Horton, Inc.
Attn: James C. Ilkenhans, Esq.
4306 Miller Road
Rowlett, Texas 75088
D.R. Horton, Inc.
Attn: Mr. Rick Horton & Mr. Les Brannon
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 2 of 16
4306 Miller Road
Rowlett, Texas 75088
Timothy C. Taylor, Esq.
Jackson Walker L.L.P.
100 Congress Avenue, Suite 1100
Austin, Texas 78701
3. Indemnity. Assignee agrees to indemnify and hold Assignor harmless
from and against any liabilities relating to the Assigned Rights. Assignor agrees to
indemnify Assignee from and against any liabilities relating to the Retained Rights.
4. Binding Effect. All of the terms, provisions, covenants, and conditions set
forth herein will be binding upon and will inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
5. Headings. The headings and captions in this Partial Assignment are for
convenience only, and will not control or affect the meaning or construction of any
provision of this Partial Assignment.
6. Counterparts.. To facilitate execution, (a) this Partial Assignment may be
executed in any number of counterparts; (b) the signature pages taken from separate
individually executed counterparts of this instrument may be combined to form multiple
fully executed counterparts; and (c) a signature delivered by facsimile or in another
electronic format (e.g., .PDF via email) will be deemed to be an original signature for all
purposes. All executed counterparts of this instrument will be deemed to be originals,
and all such counterparts, when taken together, will constitute one and the same
agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Partial
Assignment to be effective as of the Effective Date set forth above.
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 3 of 16
COUNTERPART SIGNATURE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AGREEMENT
ASSIGNOR:
278 GEORGETOWN, INC.,
a Texas corporation
Bv:
THE STATE OF TEXAS §
§
COUNTY OF §
Joseph W. Straub, President
This instrument was acknowledged before me on the day of
2021, by Joseph W. Straub, President of 278 Georgetown, Inc., a
Texas corporation, on behalf of said corporation.
(SEAL)
First Amendment to Consent Agreement
Williamson County MUD #34
Notary Public Signature
Exhibit O Page 4 of 16
COUNTERPART SIGNATURE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AGREEMENT
ASSIGNEE:
CONTINENTAL HOMES OF TEXAS, L.P.,
a Texas limited partnership
By: CHTEX of Texas, Inc.,
a Delaware corporation,
its General Partner
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of
2021, by of CHTEX of Texas,
Inc., a Delaware corporation, General Partner of Continental Homes of Texas, L.P., a
Texas limited partnership, on behalf of said corporation and limited partnership.
(SEAL)
Notary Public Signature
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 5 of 16
EXHIBIT "A"
TRANSFERRED LAND
Approximately 124.025 acres of land, more or less, located in Williamson County, Texas
comprised of the following: (i) approximately 2.98 acres of land, more or less, located in
the ISAAC DONAGAN SURVEY, ABSTRACT NO. 178, and the JOSEPH THOMPSON SURVEY,
ABSTRACT No. 608, in Williamson County, Texas (the "Phase 5 Land"), which Phase 5 Land
is preliminary platted as SHADOW CANYON PHASE FIVE, a residential subdivision designed
and engineered to contain one (1) amenity lot of land, as more particularly described and
depicted in Exhibit "A-1" attached hereto and incorporated herein for all purposes; (ii)
approximately 22.3 acres of land, more or less, located in the ISAAC DONAGAN SURVEY,
ABSTRACT NO. 178, and the JOSEPH THOMPSON SURVEY, ABSTRACT No. 608, in Williamson
County, Texas (the "Phase 6 Land"), which Phase 6 Land is preliminary platted as SHADOW
CANYON PHASE SIX, a residential subdivision designed and engineered to contain forty-
six (46) single-family lots of land, as more particularly described and depicted in Exhibit
"A-2" attached hereto and incorporated herein for all purposes; (iii) approximately 33.473
acres of land, more or less, located in the ISAAC DONAGAN SURVEY, ABSTRACT No. 178, and
the JOSEPH THOMPSON SURVEY, ABSTRACT No. 608, in Williamson County, Texas (the
"Phase 7 Land"), which Phase 7 Land is preliminary platted as SHADOW CANYON PHASE
SEVEN, a residential subdivision designed and engineered to contain one hundred one
(101) single-family lots of land, as more particularly described and depicted in Exhibit
"A-3" attached hereto and incorporated herein for all purposes; and (iv) approximately
65.272 acres of land, more or less, located in the ISAAC DONAGAN SURVEY, ABSTRACT No.
178, and the JOSEPH THOMPSON SURVEY, ABSTRACT No. 608, in Williamson County, Texas
(the "Phase 8 Land"), which Phase 8 Land is preliminary platted as SHADOW CANYON
PHASE EIGHT, a residential subdivision designed and engineered to contain sixty-nine (69)
single-family lots of land, as more particularly described and depicted in Exhibit "A-4"
attached hereto and incorporated herein for all purposes.
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 6 of 16
EXHIBIT "A-1"
THE PHASE 5 LAND
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 7 of 16
EXHIBIT "A-2"
THE PHASE 6 LAND
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 8 of 16
EXHIBIT "A-3"
THE PHASE 7 LAND
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 9 of 16
EXHIBIT "A-4"
THE PHASE 8 LAND
j',.+� _�] � � � r � � . •fit � � � - ��w . - - •'r ; 4 'a•
CD
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First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 10 of 16
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 11 of 16
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First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 12 of 16
EXHIBIT "B"
PARTIAL ASSIGNMENT OF WATER SERVICES AGREEMENT
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 13 of 16
EXHIBIT "C"
PARTIAL ASSIGNMENT OF WASTEWATER SERVICES AGREEMENT
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 14 of 16
EXHIBIT "D"
JOINDER IN AND CONSENT TO
PARTIAL ASSIGNMENT OF RECEIVABLES AGREEMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
Reference is hereby made to the Partial Assignment of Receivables Agreement (the
"Partial Assioment") dated June 14, 2016, between 278 Georgetown Inc., a Texas
corporation ("original Owner"), the City of Georgetown, Texas (the "ffty"), and
consented to by Williamson County Municipal Utility District No. 34 (the "District"),
attached as Exhibit "G" to the Consent Agreement dated May 24, 2016 by and between
the City, Original Owner, and the District recorded under Document No. 2016110529 of
the Official Public Records of Williamson County, Texas (as amended and assigned, the
"Consent Agreement"), pursuant to which Original Owner has assigned to the City the
right to receive a fee equal to ten percent (10%), or such other percentage as the City may
determine is necessary, of the net proceeds received by Original Owner from every series
of bonds issued by the District, but not to exceed One Million Five Hundred Thousand
U.S. Dollars ($1,500,000.00) (the "Master Development Fee" or the "MDF"), all in
accordance with the requirements of the Partial Assignment and Section 5.04 of the
Consent Agreement.
Continental Homes of Texas, L.P., a Texas limited partnership ("New Owner"),
hereby joins in the execution of the Partial Assignment for the purpose of consenting to
the Master Development Fee and hereby acknowledges and confirms that the
reimbursements to the City for the Master Development Fee will have priority over any
District reimbursement to New Owner under any agreement.
EXECUTED to be effective as of . 20_.
First Amendment to Consent Agreement
Williamson County MUD #34 Exhibit 0 Page 15 of 16
NEW OWNER:
CONTINENTAL HOMES OF TEXAS, L.P.,
a Texas limited partnership
By: CHTEX of Texas, Inc.,
a Delaware corporation,
its General Partner
By:
Name:
Title:
THE STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on the day of
2021, by of CHTEX of Texas,
Inc., a Delaware corporation, General Partner of Continental Homes of Texas, L.P., a
Texas limited partnership, on behalf of said corporation and limited partnership.
(SEAL)
First Amendment to Consent Agreement
Williamson County MUD #34
Notary Public Signature
Exhibit O Page 16 of 16