HomeMy WebLinkAboutRES 052416-I (group 2) - MUD CreationExhibit B
Simon, Harvard. ABG and Watson Tract Descriptions
[See attached
Final 1 LA4/2006 -9-
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 24 of 75
Exhibit $
,% 1707.749 ACRES
ABG DEVELOPMENT
SAN GABRIEL TRACT
DESCRIPTION
FN. NO. 06-560(MAZ)
OCTOBER 04, 2006
BPI JOB NO. 1640-05.92
OF 1707.749 ACRES OF LAND OUT OF THE J_ THOMPSON SURVEY, ABSTRACT
NO. 608; I. & G. N. R.R. SURVEY, ABSTRACT NO. 744; KEY WEST
IRRIGATION SURVEY, ABSTRACT NO. 711; J.T. CHURCH SURVEY, ABSTRACT
NO. 140; J.D. JOHNS SURVEY, ABSTRACT NO. 365; W.E. PATE SURVEY,
ABSTRACT NO. 836; D. MEDLOCK SURVEY, ABSTRACT NO. 839; R. MILBY
SURVEY, ABSTRACT NO. 459; J. BERRY SURVEY, ABSTRACT NO. 98; A.H.
PORTER SURVEY, ABSTRACT NO. 490, AND ISSAC DONAGAN SURVEY,
ABSTRACT NO. 178, SITUAUTED IN WILLIAMSON COUNTY, TEXAS; BEING
COMPRISED OF THE FOLLOWING TRACTS OF LAND: ALL OF THAT CERTAIN
51.56 ACRE TRACT DESCRIBED IN THE DEED TO CHARLES GRADY BARTON OF
RECORD IN VOLUME 1976, PAGE 703, OFFICIAL RECORDS OF WILLIAMSON
COUNTY, ALL OF THAT CERTAIN 168.32. ACRE TRACT DESCRIBED IN THE
DEED TO CHARLIE A. BARTON AND WIFE, OLLIE A. BARTON, OF RECORD IN
VOLUME 470, PAGE 303, OF THE DEED RECORDS OF WILLIAMSON COUNTY,
TEXAS; ALL OF THAT CERTAIN 100 ACRE'TRACT DESCRIBED IN THE DEED TO
CHARLES GRADY BARTON, OF RECORD IN VOLUME 899, PAGE 791, OF SAID
DEED RECORDS; ALL OF THAT CERTAIN 82.26 ACRE TRACT DEECRIBED IN
THE DEED TO CHARLES A. BARTON AND WIFE, OLLIE BARTON, OF RECORD IN
VOLUME 517, PAGE 193, OF SAID DEED RECORDS; A PORTION OF THAT
CERTAIN 93.60 ACRE TRACT "B" AND ALL OF THAT CERTAIN 195.2 ACRE
TRACT "C" DESCRIBED IN THE PARTITION AND EXCHANGE DEED OF RECORD
IN DOUMENT NO. 2005043418, OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS; A PORTION OF THAT CERTAIN 1150.3442 ACRE
TRACT DESCRIBED IN THE DEED TO THOMAS E. DRIESS, TRUSTEE, OF
RECORD IN DOCUMENT NO. 2000063285, OF SAID OFFICIAL PUBLIC
RECORDS; AND ALL OF THAT CERTAIN 324.57 ACRE TRACT DESCRIBED IN
THE DEED TO ALTON AND SHIRLEY WATSON, OF RECORD IN DOCUMENT NO.
9910007, OF SAID OFFICIAL RECORDS; SAID 1707.749 ACRES BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING, at a 1/2 inch iron rod with cap set on the curving
northerly right-of-way line of F.M. Highway 2243 (80' R.O.W.), for
the southeasterly corner of said 51.56 acre tract and the
southwesterly corner of that certain 416.78 acre tract described
in the deed to Texas Crushed Stone, of record in Volume 740, Page
530, of said Deed Records, for the southeasterly corner hereof;
THENCE, along said northerly right-of-way line of F.M. 2243, being
in part the southerly line of said 51.56 acre tract, in part the
southerly line of said 195.2 acre tract; and in part the southerly
line of said 93.60 acre tract, for a portion of the southerly line
hereof, the following six (6) courses and distances:
1) Along a curve to the left, having a radius of 2904.79 feet,
a central angle of 04033113", an arc length of 230.86 feet,
and a chord which bears S71018'27"W, a distance of 230.80
feet to a TXDOT concrete right-of-way monument found for the
end of said curve;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 25 of 75
FIR 06-560(MAZ)
October 04, 2006
PAGE 2 OF 13
2) S6900115011W, a distance of 1952.31 feet to a TXDOT concrete
right-of-way monument found for the point of curvature of a
curve to the right, being at or near F.M. 2243 Station
343+85.77, 40' left;
3) Along said curve to the right, having a radius of 2824.79
feet, a central angle of 17014100", an arc length of 849.64
feet, and a chord which bears S77038150"W, a distance of
846.44 feet to a TXDOT concrete right-of-way monument found
for the end of said. curve, at or near F.M. 2243 Station
335+24.10, 40' left;
4) S86015'50"W, passing at a distance of 237.23 feet a cotton
spindle found for the southerly common corner of said 195.2
acre tract and said 93.60 acre "Tract B", continuing for a
total distance of 563.49 feet to a 1/2 inch iron rod with cap
set for the point of curvature of a curve to the left,
at or near F.M. 2243 Station 329+60.61, 40' left;
5) Along said curve to the left having a radius of 1949.86 feet,
a central angle of 16031'300, an arc length of 562.37 feet,
a chord which bears S78000.05"W, a distance of 560.42 feet
to a 1/2 inch iron rod with cap set for the end of said
curve, at or near E.M. 2243 Station 315+46.60, from which a
TXDOT concrete monument found bears N86057'16"E, a distance
of 1.21 feet;
6) S69044120"W, a distance of 71.58 feet to 1/2 inch iron rod
with cap found for a reentrant corner hereof, from which a
1/2 inch iron rod set for the southeasterly corner of a
called 93.60 acre tract described as "Tract A", having
been conveyed to Arthur Winston Faubion, an undivided 61.5%,;
and Gordon Winston Faubion, an undivided 38.5%; by the
Partition and Exchange Deed of record in said Document
No. 2005043418 and being the southwesterly corner of said
93.60 acre "Tract B" bears S69044120"W, a distance of 375.09
feet and from which 1/2 inch iron rod set, a 1/2 inch iron
rod found bears S10942'53"E, a distance of 0.61 feet, and
also from which 1/2 inch iron rod set, a TXDOT concrete
right-of-way monument found on said northerly right-of-
way line, at or near Station 305+56.60, 40' left bears
S73012154"W, a distance of 1397.29 feet (direct survey tie);
THENCE, N1004215311W, leaving the northerly right-of-way line of
said F.M. 2243, severing said 93.60 acre "Tract B", a distance of
2663.33. feet to a 1/2 inch iron rod with cap set in the northerly
line of 93.60 acre "Tract B", being the southerly line of said 100
acre tract, for an interior ell corner hereof;
THENCE, in part along the northerly line of said 93.60 acre "Tract
B" and in part the northerly line of said 93.60 acre "Tract All,
being the southerly line of said 100 acre tract, as found fenced
and used on the ground, for a portion of the southerly line
i
hereof, the following five (5) courses and distances;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 26 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 3 OF 13
,a 1) 56901413B"W, a distance of 375.65 feet to a 1/2 inch iron rod
J with cap found;
2) 569012150"W, a distance of 185.31 feet to a nail found in a
14" Elm;
3) 569016108"W, a distance of 386.65 feet to a 1/2 inch iron rod
with cap found;
4) 569043116"W, a distance of 277.23 feet to a 1/2 inch iron rod
with cap found;
5) 569032'42"W, a distance of 957.58 feet to a 1/2 inch iron rod
with cap found, for the common occupied westerly corner of
said 93.60 acre "Tract A" and said 100 acre tract, being in
the easterly line of said 1150.3442 acre tract, for an
interior ell corner hereof;
THENCE, with the westerly line said 93.60 acre "Tract A" and the
easterly line of said 1150_3442 acre tract, generally along a
fence, for a portion of the southerly line hereof, the following
three courses and distances:
1) S21020'32"E, a distance of 854.10 feet to a 1/2 inch iron rod
with cap found;
2) 5200561590E, a distance of 931.00 feet to a 1/2 inch iron rod
with cap found;
3) 520044' 17"E, passing at a distance of 754.61 feet a 1/2 inch
iron rod with cap found, continuing for a total distance of
756.00 feet to a 1/2 inch iron rod with cap set on said
northerly right-of-way line of F.M. 2243, for the common
southerly corner of said 93.60 acre "Tract A" and said
1150.3442 acre tract;
THENCE, along said northerly right-of-way line of F.M. 2243,
being the southerly line of said 1150.3442 acre tract, for a
portion of the southerly line hereof, the following four (4)
courses and distances;
1) Along a curve to the right, having a radius of 5689.58
feet, a central angle of 000381260, an arc length of 63.62
feet, and a chord which bears 579019.07"W, a distance of
63.61 feet to a broken TXDOT concrete right-of-way monument
found for the end of said curve;
2) 579038120"W, a distance of 3074.60 feet to a TXDOT concrete
right-of-way monument found for the point of curvature of a
curve to the right;
3) Along said curve to the right, having a radius of 2824.79
feet, a central angle of 0703413011, an arc length of 373.46
feet, and a chord which bears 583025135"W, a distance of
- 373.19 feet to a TXDOT concrete right-of-way monument found
for the end of said curve;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 27 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 4 OF 13
4) S87011123"W, a distance of 240.59 feet to a 1/2 inch iron rod
with cap set for the southerly end of a future division
line by others, for the southwesterly corner hereof, from
which a 1/2 inch iron rod found for the southeasterly corner
of the Planned Unit Development of Escalera Ranch Section
One, a subdivision of record in Cabinet R, Slides 310-315 of
the Plat Records of Williamson County, Texas, bears
587011'23"W, a distance of 624.55 feet;
THENCE, over and across said 1150.3442 acre tract, along said
division line by others, for a portion of the westerly line
hereof, the following sixteen (16) courses and distances:
1) N02049108"W, a distance of 508.22 feet to a 1/2 inch iron rod
with cap found for an angle point;
2) N78045122"W, a distance of 814.71 feet to a 1/2 inch iron rod
with cap found for an angle point;
3) N010381020E, a distance of 585.33 feet to a 1/2 inch iron rod
with cap found for an angle paint;
4) N55020117"E, a distance of 1650.54 feet to a 1/2 inch iron
rod with cap found for an angle point;
5) N80020105"E, a distance of 422.54 feet to a 1/2 inch iron
rod with cap found for an angle point;
., 6) N23041111"W, a distance of 279.38 feet to a 1/2 inch iron rod
with cap found for a point of curvature of a curve to the
left;
7) Along said curve to the left, having a radius of 25.11
feet, a central angle of 72013145", an arc length of 31.65
feet, and a chord which bears N6302815011W, a distance of
29.60 feet to a 1/2 inch iron rod with cap found for the end
of said curve;
8) N09039151"W, a distance of 50.00 feet to a 1/2 inch iron
rod with cap found for an angle point;
9) N80020'050E, a distance of 155.74 feet to a 1/2 inch iron
rod with cap found for an angle point;
10) N21006150"W, a distance of 186.45 feet to a 1/2 inch iron
rod with cap found for an angle point;
11) N30029'37"W, a distance of 233.35 feet to a 1/2 inch iron
rod with cap found for an angle point;
12) N23041111"W, a distance of 528.84 feet to a 1/2 inch iron
rod with cap found for an angle point;
13) 566044124"W, a distance of 125.00 feet to a 1/2 inch iron
rod with cap found for an angle point;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 28 of 75
FN 06-560(MA2)
October 04, 2006
PAGE 5 OF 13
14) N23041111"W, a distance of 409.01 feet to a 1/2 inch iron
rod with cap found for an angle point;
15) N68045'39"E, a distance of 108.54 feet to a 1/2 inch iron
rod with cap found for an angle point;
16) N21014121"W, a distance of 714.47 feet to a 1/2 inch iron rod
found in the southerly line of that certain 433 acre tract
described in the deed to Anne Vinther Patience, of record in
Volume 989, Page 665, of said Official Records, the same
being in the northerly line of said 1150.3442 acre tract, for
an angle point hereof, from which the a 1/2 inch iron rod
found for an angle point in the common line of said 433 acre
tract and said 1150.3442 acre tract bears S14011.42"W, a
distance of 175.59 feet;
THENCE, along the northerly line of said 1150.3442 tract, being
the easterly line of said 433 acre tract, for a portion of the
westerly line hereof, the following two (2) courses and distances:
1) N14011142"E, a distance of 2227.05 feet to a nail with washer
found;
3) 921019113"W, passing at a distance of 2535.10' feet a nail
found on a high bluff, continuing for a total distance of
2866.36 feet to a point in the approximate center of the
South San Gabriel River, for the northwesterly corner of said
1150.3442 acre tract and hereof, the same being in the
southerly line of that certain tract described in the deed to
Barbara L. Supak, et al, of record in Document No.
2003013865, of said Official Public Records;
THENCE, along the centerline meanders of the South San Gabriel
River, the same being the northerly line of said 1150.3442 acre
tract, and in part the southerly line of said Supak tract, in part
the southerly line of that certain 35.802 acre tract described in
the deed to Mark Lo Maglio and Susan Lo Maglio, of record in
Document No. 2000050670 of said Official public records, in part
the southerly line of that certain 68.096 acre tract described in
the deed to Yomac, Ltd., of record in Volume 2322, Page 474 of
said Official Records, in part the southerly line of that certain
"Second Tract" described in the deed to Glenna M. Cole, et al, of
record in Volume 586, Page 862, of said Deed Records, in part the
southerly line of that certain 104.195 acre tract described in the
deed to Dennis L. Chapman, and wife Karol G. Chapman, of record in
Document No. 2001030778, of said Official Public records, in part
the southerly line of that certain 73.74 acre tract described in
the deed to Dennis L. -Chapman, and wife Karol G. Chapman, of
record in Document No. 9545414 of said Official Records, and in
part the southerly line of that certain 150 acre "First Tract"
described in Volume 421, Page 546, of said Deed Records, and
referenced in the deed to peter M. Lowery, of record in Document
No. 9609157, of said Official Records, for a portion of the
northerly line hereof, the following thirty-seven (37) courses and
distances:
1) N19052'47"E, a distance of 44.79 feet to a point;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 29 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 6 OF 13
l
2) N18059'27"E, a distance of 149.46 feet to a point;
3) N27045135"E, a distance of 120.90 feet to a point;
4) N100181410E, a distance of 55.15 feet to a point;
5) N1903814911E, a distance of 61.60 feet to a point;
6) N14050108"E, a distance of 59.29 feet to a point;
7) N13034'41"E, a distance of 104.69 feet to a point;
8) N05035133"E, a distance of. 87.67 feet to a point;
9) N16012'4411E, a distance of.105.84 feet to a point;
10) N16039150"E, a distance of 118.15 feet to a point;
11) N27011'2311E, a distance of 76.93 feet to a point;
12) N40030'06"E, a distance of 99.90 feet to a point;
13) N37043'23"E, a distance of 200.24 feet to a point;
14) N50051158"E, a distance of 110.27 feet to a point;
15) N58636'23"E, a distance of 53.55 feet to a point;
16) N70031142"E, a distance of 133.81 feet to a point;
17) N75002'51"E, a distance of 1,17.96 feet to a point;
18) S71029'17"E, a distance of 58.88 feet to a point;
19) S56017'44"E, a distance of 187.76 feet to a point;
20) S59024'02"E, a distance of 109.70 feet- to a point;
21) S33015126"E, a distance of 43.05 feet to a point;
22) S23023107"E, a distance of 277.82 feet to a point;
23) S04004'09"E, a distance of 21.65 feet to a point;
24) S02037108"W, a distance of 124.23 feet to a point;
25) S10041150"E, a distance of 113.56 feet to a point;
26) S23048'55"E, a distance of 247.16 feet to a point;
27) S40a56132"E, a distance of 309.36 feet to a point;
28) 543016'00"E, a distance of 353.46 feet to a point;
29) S66°22'31"E, a distance of 122.80 feet to a point;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 30 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 7 OF 13
30) 5490'15'31"E, a distance of 245.89 feet to a point;
31) S59050130"E, a distance of 213.39 feet to a point;
32) 561035'1411E, a distance of 429.45 feet to a point;
33) 581010102"E, a distance of 171.57 feet to a point;
34) N77052113"E, a distance of 332.33 feet to a point;
35) N81000'57"E, a distance of 362.09 feet to a point;
36) N74039137"E, a distance of 256.96 feet to a point;
37) N68047'25"E, passing at a distance of 107.15 feet the
westerly most northwest corner of said 324.57 acre tract and
northeasterly corner of. said 1150.3442 acre tract,
continuing along .the northerly line of the lower portion said
324.57 acre tract for a total distance of 126.74 feet to
point;
THENCE, continuing along the centerline meanders of the South San
Gabriel River, the same being the southerly line of said Lowery
"First Tract:" and a portion of the northerly line of said 324.57
acre tract South of the river, for a portion of the northerly line
hereof, the following twenty (20) courses and distances:
1) N42000128"E, a distance of 92.06 feet to a point•;
2) N08043154"E, a distance of 114.17 feet to a point;
3) N45051'07"E, a distance of 247.22 feet to a point;
4) N44032'33"E, a distance of 305.45 feet• to a point;
5) N52023'46"E, a distance of 165.22 feet to a point;
6) N47009'36"E, a distance of 54.90 feet to a point;
7) N74059'42"E, a distance of 168.54 feet to a point;
8) N6S024'01"E, a distance of 243.76 feet to a point;
9) N70045101"E, a distance of 249.36 feet to a point;
10) N64039'25"E, a distance of 207.59 feet to a point;
11) N67044'380E, a distance of 376.93 feet to a point;
12) N54059'45"E, a distance of 336.05 feet to a point;
13) N81017'52"E, a distance of 77.51 feet to a point;
14) 582021120"E, a distance of: 124.53 feet to a point;
15) 571030'39"E, a distance of 95.03 feet to a point;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 31 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 8 OF 13
16) S50013'17"E, a distance of 123.29 feet to a point;
17) 512°05'01"E, a distance of 68.37 feet to a point;
19) 562036'10"E, a distance of 68.70 feet to a point;
19) S74053'24"E, a distance of 83.25 feet to a point;
20) S61046'56"E, a distance of 120.69 feet to a point for the
southeasterly corner of said Lowery "First Tract and the
southwesterly corner of the upper portion of said 324.57 acre
tract";
THENCE, leaving said South San Gabriel River along the easterly
line of said Lowery "First 'Tract" and the upper westerly line of
said Watson 324.57 acre tract, for a portion of the northerly line
hereof, the following four (4) courses and distances;
1) N06016152"W, passing at a distance of 147.09 feet a 1/2 inch
iron rod with cap Eound south of a fence corner on the high
north bank, then continuing generally along the fence for a
total distance of 399.04 feet to a 1/2 iron rod found for
an angle point;
2) N16013'12"W, a distance of 6S6.71 feet to a 1/2 inch iron rod
with cap found in the fence line;
3) N16022104"W, a distance of 1276.31 feet to a 1/2 inch iron
rod with cap found by a fence corner post;
4) S75051'25"W, a distance of 8.20 feet to a 1/2 inch iron
rod with cap found at the south side of a fence corner post,
being the southeasterly corner of that certain "Second
Tract" described in said Volume 421, Page 546 and referenced
in said Document No. 9809157;
THENCE, N22047'48"W, along the easterly line of said "Second
Tract-" and upper westerly line of said 324.57 acre tract, a
distance of 162.35 feet to a 1/2 inch iron rod found at the base
of a fence post, for the southwesterly corner of that certain 1.0
acre tract described in the deed to Serena Marshall, of record in
Volume 1022, Page 947, of said Official Records;
THENCE, continuing along the upper westerly line of said 324.57
acre tract and the southerly and easterly fenced lines of said 1.0
acre tract, the following three (3) courses and distances:
1) N66058'15"E, a distance of 156.15 feet to a 1/2 inch iron rod
with cap found for the southeasterly corner of said 1.0 acre
tract;
2) N40004'03"W, a distance of 225.44 feet to a 1/2 inch iron rod
found;
EXHIBITI) WASTEWATER SERVICES AGREEMENT Page 32 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 9 OF 13
3) N17001129"W, a distance of 166.80 feet to a 1/2 inch iron rod
with cap found for the northeasterly corner of said 1.0 acre
tract, the same being in the southerly line of that certain
3.65 acre tract described in the deed to Gary Wayne Carpenter
and wife, Pamela Marie Carpenter, of record in Volume 641,
Page 662, of said Deed Records, for the northwesterly corner
of said 324.57 acre tract and hereof;
THENCE, along the fenced northerly line of said 324.57 acre tract
and the southerly line of said 3.65 acre tract, for a portion of
the northerly line hereof, the following three (3) courses and
distances:
1) N7301112411E, a distance of 120.22 feet to a 1/2 inch iron rod
found for an angle point,-
2) S39054151"E, a distance of 138.55 feet to a 1/2 inch iron rod
found for an angle point;
3) S72025116"E, a distance of 16.36 feet to a 1/2 inch iron rod
found for the southerly common corner of said 3.65 acre tract
and that certain 3.61 acre tract described in the deed to
William Homeyer and wife, Diane Homeyer, of record in Volume
641, Page 660, of said Deed records;
THENCE, S740051440E, continuing along the fenced northerly line of
said 324.57 acre tract, being the southerly line of said 3.61 acre
tract, a distance of 233.21 feet to a 1/2 inch iron rod found for
the southerly common corner of said 3.61 acre tract and that
certain 3.65 acre tract described in the deed to Mission
Investment, of record in Document No. 2005041752, of said Official
Public Records;
THENCE, continuing along the fenced northerly line of said 324.57
acre tract, being the southerly and easterly lines of said 3.65
acre Mission Investment tract, the following two (2) courses and
distances:
1)-SB9025107"E, a distance of 226.37 feet to a 1/2 inch iron rod
found for the southeasterly corner of said 3.65 acre Mission
Investment tract;
2) N0105410911E, a distance of 580.44 feet to a 1/2 inch iron rod
found for the northeasterly corner of said 3.65 acre Mission
Investment tract, being in the southerly right-of-way line of
State Highway 29 (100' R.O.W.);
THENCE, S86051122"E, along said southerly right-of-way line of
State Highway 29, being a portion of the northerly line of said
324.57 acre tract and hereof, a distance of 1250.08 feet to a 1/2
inch iron rod found for the common northerly corner of said
324.57 acre tract and that certain 10.08 acre tract described in
the deed to Donald Neal Fletcher, of record in Document No.
2004038988 of said Official Public Records, for the northeasterly
corner hereof;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 33 of 75
FN 06-560(NAZ)
October 04, 2006
PAGE 10 OF 13
THENCE, leaving said southerly right-of-way line of State Highway
29along the fenced easterly line of .said 324.57 acre tract; being
the westerly and southerly lines of said 10.08 acre tract, the
following two (2) courses and distances:
1) S21007139"E, a distance of 1046.26 feet to a 1/2 inch iron
rod found at the base of a fence corner post, for the
southwesterly corner of said 10.08 acre tract;
2) S88034142"E, a distance of 699.50 feet to a 1/2 inch iron rod
found for the southerly common corner of said 10.08 acre
tract and that certain 9.5 acre tract described in the deed
to Donald N. Fletcher, of record in Volume 559, Page 162, of
said Deed Records;
THENCE, 588025114"E, continuing along the fenced easterly line of
said 324.57 acre tract, being southerly line of said 9.5 acre
tract a distance of 177.79 feet to a 1/2 inch iron rod found for
southeasterly corner of said 9.5 acre tract, being in the fenced
westerly line of that certain 22.5562 acre tract described in the
deed to William Charles Bagwell and wife, Patricia C. Bagwell, of
record in Volume 2232, Page 578, of said Official Records;
THENCE, continuing along the fenced easterly line of said 324.57
acre tract, being in part the westerly line of said 22.5562 acre
Bagwell tract and in part the westerly line of that certain 32.61
acre tract described in the deed to William Charles Bagwell and
wife, Patricia C. Bagwell, of record in Volume 2438, page 499, of
said official Records, the following twelve (12) courses and
distances;
1) S07005131"E, a distance of 396.88 feet to a 1/2 inch iron rod
found;
2) S0700015911E, a distance of 140.08 feet to a 1/2 inch iron rod
found for the common westerly corner of said Bagwell tracts;
3) S06058142"E, a distance of 347.80 feet to a 1/2 inch iron rod
found;
4) S070081330E, a distance of 120.67 feet to a 1/2 inch iron rod
found;
5) S07052'32"E, a distance of 201.58 feet to a 1/2 inch iron rod
found;
6) S07052124"E, a distance of 161.62 feet to a 1/2 inch iron rod
found;
7) S07022137"E, a distance of 172.62 feet to a 1/2 inch iron rod
found;
8) S08003'47"E, a distance of 149.47 feet to a 1/2 inch iron rod
found;
9) S08015127"E, a distance of 319.11 feet to a 1/2 inch iron rod
found;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 34 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 11 OF 13
10) s09050124"E, a distance of 216.94 feet to a 1/2 inch iron rod
found;
11) S08050'3311E, a distance of 209.44 feet to a 1/2 inch iron rod
found;
12) S00025'18"E, passing at a distance of 158.98 feet an auto
axle found on the North Bank of the South San Gabriel River,
continuing for a total distance of 188.62 feet to a point in
the approximate center of the river, the same being in the
northerly line of that certain 190.40 acre tract described in
the deed to Texas Crushed Stone, of record in volume 743,
Page 47, of said Deed Records;
THENCE, along the centerline meanders of the South San Gabriel
River, the same being a portion of the northerly line of said
190.40 acre tract, and a portion of the southerly line of the
upper portion of said 324.57 acre tract, for a portion of the
easterly line hereof, the following eight (8) courses and
distances:
1) S87044131"W, a distance of 362.99 feet to a point;
2) N78002'28"W, a distance of 85.59 feet to a point;
3) S80019111"W, a distance of 148.88 feet to a point;
4) S65008113"W, a distance of 207.18 feet to a point;
5)
N66016104"W,
a distance
of
40.94
feet
to a
point;
6)
N88038'02"W,
a distance
of
149.71
feet
to
a point;
7)
N89051'11"W,
a distance
of
391.55
feet
to
a point;
8) N79008'1611W, a distance of 180.06 feet to a point for the
northwesterly corner of said 190.40 acre tract and
northeasterly corner of the lower portion of said 324.57 acre
tract;
THENCE, SO1°52'14"E, leaving the South San Gabriel River along the
easterly line of the lower portion of said 324.57 acre tract,
being a portion of the westerly line of said 190.40 acre tract,
for a portion of the easterly line hereof, passing at a distance
of 57.75 feet a 1/2 inch iron rod found on the bank, continuing
with a fence for a total distance of 1026.82 feet to a 1/2 inch
iron rod with cap found at a fence corner post, for the southerly
most southeasterly corner of said 324.57 acre tract and being the
northeasterly corner of said Barton 168.32 acre tract;
THENCE, continuing along the fenced westerly line of said 190.40
acre tract, being the easterly line of said 168.20 acre tract, for
a portion of the easterly line hereof the following seven (7)
courses and distances:
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 35 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 12 OF 13
1) S01010135"E, a distance of 167.70 feet to a 1/2 inch iron rod
with cap set in the fence;
2) S00003'35"W, a distance of 341.80 feet to a 1/2 inch iron
pipe found for an angle point;
3)
S04036144"E,
a distance of 15.67 feet to
a 1/2
inch iron rod
found for an
angle point;
4)
S0603011211E,
a distance of 343.71 feet
to a
1/2 inch iron
rod with cap
set in the fence;
5)
S0104510711E,
a distance of 480.85 feet
to a
1/2 inch iron
rod with cap
set in the fence;
6)
S0294813911E,
a distance of 258.38 feet to
a 1/2
inch iron rod
found at a 30"
Live oak;
7) S02030'15"E, a distance of 1139.73 feet to a 1/2 inch iron
rod with cap set for the common southerly corner of said
190.40 acre tract and said 168.2.0 acre tract, being in the
northerly line of said Barton 51.56 acre tract;
THENCE, along a portion of the easterly line of said 51.56 acre
tract, being a portion of the southerly line of said 190.400 acre
tract, the following two (2) courses and distances:
1) N68013'42"E, a distance of 24.64 feet to a 1/2 inch iron rod
found for an angle point;
2)
S77008'48"E, a distance of 149.30 feet to a 1/2 inch iron
rod
found for an angle point and being the northwesterly corner
of said 416.78 acre tract;
THENCE, along a portion of the easterly line of said 51.56
acre
tract, being a portion of the westerly line of said 416.78
acre
tract, the following six (6) courses and distances:
1)
S50057'17"E, a distance of 309.01 feet to a 1/2 inch iron
rod
with cap set for an angle point;
2)
S75059116"E, a distance of 18.18 feet to a 1/2 inch iron
rod
with cap set for a deed angle point;
3)
520016'37"E, a distance of 470.49 feet to a to a 1/2
inch
iron rod with cap set in the fence line;
4)
820056'44"E, a distance of 791.52 feet to a 60D nail found in
the south side of a 15" Live Oak in the fence line;
5)
S20627116"E, a distance of 1474.86 feet to a 5/8 inch
iron
found;
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 36 of 75
FN 06-560(MAZ)
October 04, 2006
PAGE 13 OF 13
6) S200401130B, a distance of 707.22 feet to the POINT OF
BEGINNING, containing an area of 1707.749 acres of land, more
or less, within these metes and bounds.
BEARING BASIS: THE BASIS OF BEARINGS FOR THIS SURVEY IS THE TEXAS
COORDINATE SYSTEM, NAD83(96) CENTRAL ZONE,, ESTABLISHED BY NGS OPUS
SOLUTION USING CORS STATIONS DF5370, AF9638-, DE5999, DF4062, &
DE5999.
I, MARK A. ZIENTEK, A REGISTERED PROFESSION" LAND SURVEYOR, DO
H REBY STATE THAT THIS DESCRIPTION IS BASED UPON A SURVEY MADE ON
THE GROUND BY BURY+PARTNERS, INC., DURING THE MONTHS OF APRIL -
JULY, 2006. THIS DESCRIPTION WAS PREPARED TO ACCOMPANY A
PRELIMINARY MASTER PLAN.
BURY & PARTNERS, INC.
ENGINEERING -SOLUTIONS
3345 BEE CAVE ROAD, SUITE 200
AUSTIN, TEXAS 78746
MARK A. ZIENTEK, R.P.L.S.
NO. 5683
STATE:OFTEXAS
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 37 of 75
Exhibit C
Harvard Offsite Agreement
[See attached]
Final I L/I4/2006 - 10-
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 39 of 75
STATE OF TEXAS § _ OFFSITE UTILITY CONSTRUCTION
§ COST REIMBURSEMENT
COUNTY OF WILLIAMSON § AGREEMENT FOR SIIADOW CANYON
I
t
1. The parties to this Offsitc Utility Construction Cost Reimbursement Agreement for
Shadow Canyon (the "Agreemeut') are the CITY OF GEORGETOWN, a Texas Home
Rule Municipal Corporation (the 'City ); and San Gabriel Harvard, LP., an Arizona
limited partnership ("Developer').
Recitals
2_ WHEREAS, the Developer is the owner of the property consisting of approximately 306
acres (+/-) for which the City Council approved a Preliminary Plat for the project to be
known as Shadow Canyon (the "Property') on December 14, 2004, a copy of which
preliminary plat is attached hereto as F.xldbit A'; and
3. WHEREAS, the City's Unified Development Code ("Code") requires that the Developer
extend wastewater lines that satisfy the current Wastewater Master Plan and the needs for
the Property at Developer's expense; and
I
4. WHEREAS, Section 13.09.030(C )(1) of the Code also provides that: "Me City may, at
its sole discretion, participate with the sub -divider in the cost of oversized facilities based
upon, but not limited to the following factors: (1) the approved utility budget for the
current year, (2) the ability of the specific utility to fund any future costs, (3) the degree
to which the project conforms to and accomplishes the utility 5-year CIP priorities (4) the
degree to which the project accomplishes the utility Master Plan, and (5) the impact to
system operations;" and
S. WHEREAS, Section 13.09,030(D) of die Code also states, "When the sub -divider
constructs line extensions included in the ten-year Impact Fee CIP, the subdivider may
be eligible for an Impact Fee Credit on the fee assessmunt for each lot in the planned
development. Impact Fee Credit shall be calculate based upon the number and size of
service connections and the allocation of costs in the most recent Impact Fee
Calculation;" and
6. WHEREAS, a 12" wastewater line is necessary to serve the Property, and the City's
current Wastewater Master Plan requires the installation of a 21" wastewater gravity
collection main from 111-35 to the Property and beyond (the "South San Gabriel
i
Interceptor"); and
7_ WHEREAS, the portion of the South San Gabriel Interceptor from its inception at the
Lift Station west of Ili-35 to the westernmost edge of the property being developed as the
Wolf Ranch shopping center is currently under construction pursuant to the terms of that
certain Development Agreement between the City and Forestville Associates; and
I _
...y Oftsitc Utility Construction Cost Reimbursement Agreement I Shadow Canyon
Pago t of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 40 of 75
S. WHEREAS, the City's current 10-year Impact Fee CIP provides for the extension of the
South San Gabriel Interceptor to the Property some time after 2010, but the City staff is
currently in the process of updating the Impact Fee CIP and anticipates that the extension
will be included in the new 10-year Impact Fee CIP and Impact Fee amount that is
expected to be presented to the City Council in time for possible adoption by October 1,
2005; and
9. WHEREAS, Developer has agreed to construct the extension of the 21" South San
Gabriel Interceptor beginning at the westernmost edge of the Wolf Ranch shopping mall
property and ending at the westernmost edge of the Property (such cxtcosion being
hereinafter referred to as the "Offsite Wastewater Improvement') to service the needs
of the development on the Property as well as the surrounding area and to finance the
design and construction of such improvement in accordance with this Agreement; and
10. WHEREAS, in order to obtain approval for City wastewater utility service to the
Property, Developer has requested the approval of wastewater utility service extensions
necessary to connect the Property to existing City wastewater utility facilities with
reimbursement for the wastewater lines included in the City's Impact Fee calculation;
and
It. WHEREAS, if the City Council approves a New Wastewater Impact Fee as described in
Paragraph 23 below, and after considering the factors set forth in Section 13.09 of the
Code, the City Council fords and determines that it would be appropriate to reimburse
Developer for utility line costs in accordance with the terms of this Agreement' and
12. WHEREAS, the City and Developer are entering into this Agreement to more
particularly set forth the rights and obligations of the City and Developer with respect to
the design, construction, and payment for the Offsite Wastewater Improvement; and
13. WHEREAS, this Agreement is necessary to protect the health, safety, and general
welfare of the community and to limit the harmful effects of substandard subdivisions; to
facilitate Developer's construction of the offsite wastewater facilities; and to protect the
City from bearing any unnecessary expense of constructing or completing subdivision
improvements; and
14. WHEREAS, this Agreement is authorized by and consistent with state law and the Citys
other ordinances, regulations, and other requirements governing development of
subdivisions and provision of utility services to customers of Georgetown Utility
Systems.
NOW, THEREFORE, IN CONSIDERATTON of the foregoing recitals and the mutual .
covenants, promises, and obligations by the parties set forth in this Agreement; the parties agree
as follows:
Design and Construction
Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon
Page 2 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 41 of 75
15. Developer agrees to arrange for a professional engineer registered in the State of Texas to
prepare design drawings and bid documents for the construction and installation of the
Offsite Wastewater Improvement Except as otherwise provided herein or agreed upon
by the City and Developer, the Offsite Wastewater hnprovcment shall be designed in
conformance with the City's design criteria, construction standards, and specifications for
utility construction (including, without limitation, environmental protection requirements
such as erasion controls and site restoration). The City shall be authorbed to review and
approve the design drawings (which approval shall not be unreasonably conditioned,
withheld or delayed).
16. Developer shall diligently attempt to obtain all easements necessary for the construction
of the Off -site Wastewater Improvement at Developer's expense, except that the City will
make available, at no cost to Developer, the right to use any rights of way or easements
held by the City. If Developer is unable to obtain all required off -site easements, the City
shall attempt to acquire the easements, using its powers of emureut domain if necessary,
at Developer's sole expense; provided specifically that such expenses shall include but
not be limited to City staff time for oversight and project management; attorneys' fees;
survey fees and expenses; appraisal fees and expenses; expert fees and expenses, and all
other fees, casts and expenses associated with the acquisition
17. Developer shall competitively bid the project in accordance with all applicable City
procedures. Developer shall enter into a contract for the construction of the Offsite
Wastewater Improvement in accordance with the terms and conditions of this Agreement
and with the approved construction plans. Any and all change orders shall be jointly
agreed to by the City and the Developer.
18. Developer shall exercise reasonable diligence to assure the substantial completion of the
Offsite Wastewater fmprovement and acceptance of the improvemem(s) by the City
occurs on or before October 1, 2008_
19 The City shalt have the right to inspect the construction of the Offsite Wastewater
Improvement, and, upon completion of the final stage of construction in accordance with
all applicable City, state and federal standards, Developer may request that City finally
accept the improvements.
Fiscal Surety
20_ Developer shall post fiscal security in the form of an irrevocable Letter of Credit in the
amount of 110% of the estimated cost for design and construction of the Offbitc
Wastewater Improvement to secure the proper design and actual completion of the
Offsite Wastewater Improvement in accordance with the terms of this Agreement
Developer agrees to post such fiscal security within ten (10) days of the Effective Date of
this Agreement.
Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon
Page 3 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 42 of 75
21_ If the construction of the Offaite Wastewater Improvement proceeds in discrete phases
(as defined in the approved Plans and Specifications and the construction contract), the
fiscal security may be reduced by an amount equal to the cost of the completed work for
each defined phase of construction, at the written request of the Developer (such requests
to be made no more frequently than once every three (3) months) and if Developer is not
then in Default under this Agreement or the letter of credit or other obligations relating to
the project.
22. If at any time during the course of the work on the Offsite Wastewater Improvement the
cost estimate for the remaining work exceeds, or is expected to exceed, the amount of the
Letter of Credit, the City shall so advice Developer in writing, and Developer shall remit,
within thirty (30) days of the receipt of the notice, a new or replacement Letter of Credit
for the required amount
Impact Fees
23. Impact Fees associated with development on the Property shall be those newly revised
impact fees adopted by the City Council in 2005, except that the Wastewater Impact Fee
shall be reduced by an Impact Fee Credit, currently estimated at $400 per service unit as
shown in "Ezhfbil B".
Construction Cast Reimbursement
24. The City and the Developer have estimated the actual design and construction costs for
the Offsite Wastewater Improvement, (excluding items such as, but not limited to,
financing, interest, fiscal security, accounting, project management, inspections, permits,
and legal services) to be $1.900,427.00 as shown on "Exhibit B." The parties
acknowledge that the actual costs may be greater or less than $1,900,427.00 and further
agree that such cost underages or overages shall be addressed as provided for herein.
25. Developer will pay all costs associated with the design and construction of the Offsite
Wastewater lunprovemmu� subject to the reimbursement rights provided herein. The
City's reimbursement obligations will extend only to the Proportional Cost associated
with the capacity of the Offsite Wastewater Improvement not attributed to the Property
and subject to the terms of this Agreement. For the purposes of this Agreement, the term
"Proportional Cost"as used herein shall mean the product of the actual construction cost
of the Offsite Wastewater Improvement and one minus the percentage obtained by
dividing the maximum flow of a pipe sized for the Property by the maximum flow of
Offsite Wastewater Improvement as shown in "Exhibit B."
26. Based upon the cost estimate shown in "Hxhibft B," the Proportional Cost of the Offsite
Wastewater fmprovcment, and the maximum amount subject to reimbursement under this
agreement, is $1,473,111.00. In the event the costs of the Offsite Wastewater
Improvement are greater or less than the estimated amounts shown on "Exhibit B," the
City's reimbursement obligation to Developer will be the lesser of the actual proportional
Offsite Utility Construction Cost Reimbursement Agreement I Shadow Canyon
Page 4 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 43 of 75
cost of the Offsite Wastewater Improvement or the proportional cost of the Offsite
Wastewater Improvement included in the wastewater Impact Fee(s).
27. The City shall not be obligated to reimburse any sums for "Contingency" shown on
"Exhibit B" unless and until the Developer submits a change order describing the need
for the expenditure of such contingency funds, and the City's Utility System Engineering
Department issues its written approval of the actual expenses shown on the change order.
28. if Developer allows work to commence on any change order before receiving City
approval as required under this Paragraph , any costs incurred on that change order that
are not approved by the City are not eligible for reimbursement
29. Provided that the Developer has constructed the Oftsite Wastewater Improvement and
t)*mplied with the terms and conditions of this Agreement, and provided further that the
City has accepted the Offsite Wastewater Improvement, then City shall pay to Developer
on an annual basis, but in any event not later than January 30 of the following year, an
amount based upon the Wastewater Impact Fees received by the City in that year that are
specifically associated with the Offsite Wastewater Improvement from new wastewater
connections served by the Offsite Wastewater Improvement off the Property. The
payments to be7mYcle to Developer by the City shall be payable, if paid, solely from
annual Wastewater Impact Fees received by the City and specifically associatedwith the
Off -Site Wastewater Improvement The City's obligation to make payments to Developer
for the Offsitc Wastewater Improvement shall expire upon. the earlier of (i) payment to
Developer of $1,473,111.00 or the sum calculated pursuant to Patgraph 28 of this
Agreement, whichever is less, and shall not include interest; or (ii) the date that is 10
years following the date of the first payment made pursuant to this Paragraph. Any
payments yet to be paid after the end of the 10 year term described in this paragraph shall
be deemed unearned and the City shall have no further obligation to Developer for same.
30, Within thirty (30) days of final acceptance by the City of the Offsite Wastewater
g Improvement, Developer must submit a report to the City of the total costs of the project
that includes the supporting information.
31. The obligations of the City under this Agreement to make payments in any fiscal year
shall constitute a current expense for that fiscal year payable solely from the revenues of
the Wastewater Capital Fund for that fiscal year. The obligation of the City to make
payments does not constitute a general obligation or indebtedness of the City for which
the City is abligated to levy or pledge any form of taxation.
Default and Termination
Offi to Utility Construction Cast Rcimbursemeat Agreement I Shadow Canyon
Page 5 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 44 of 75
.l
32. Developer shall be in default under this Agreement upon the occurrence of one or more
of the following events (an "Event of Default"):
a. Developer fails to commence or complete design or construction of the Offsite
Wastewater Improvement as provided herein; or
b. Developer fails to post the required fiscal security or to increase the amount of
fiscal security when requested to do so by the City under this Agreement; or
C. Developer transfers or conveys the Property or a portion of the Property through
foreclosure or an assignment or conveyance in lieu of foreclosure.
33. Anything in Paragraph 32 to the contrary notwithstanding, it shall be an Event of Default
in the event Developer does not cure a failure described in Paragraph 32 above within
fifteen (15) days of receipt of written notice thereof from the City.
34. At any time following the occurrence of an Event of Default and Developer's continued
failure to cure the same, the City may provide one or mote notices to Developer stating
that the City intends to perform none, some or all of Developer's outstanding obligations
under this Agreement for construction of the Offsite Wastewater Improvement.
35. If alter notice and an opportunity to cure as provided for in Paragraph 33 of this
Agreement, Developer does not commence work on the Offsite Wastewater
Improvement, or commences but does not complete such work as required by the terms
of this Agreement, the Developer shall be in default of this Agreement and the City shall
have the right, but not the obligation, to draw on the fiscal security posted by the
Developer and complete some, none, or all of the Offsite Wastewater Improvement The
City may draw on the Letter of Credit following an Event of Default to pay for the costs
and expenses incurred by the City in the completion of Offsite Wastewater Improvement
or to correct defects in the Offsite Wastewater Improvement. The City may perform such
construction and repairs itself; or engage a third party to complete such construction and
repairs on behalf of the City.
36. If the City elects to complete the Offsite Wastewater Improvement, Developer agrees to
provide all plans, designs, easements, and other documents related to the design and
construction of the Offsite Wastewater Improvement to the City within five (5) business
days of the date that the City requests same. If the City elects to complete the Offsite
Wastewater Improvement as allowed by this Agreement, the City will have no obligation
to provide, and Developer shall not be entitled to receive, reimbursement for any costs or
expenses incurred with regard to the Wastewater Utility Improvement
37. If Developer does not commence or complete construction of the Wastewater
Improvement as required by this Agreement, and if the City elects not to draw on the
fiscal security in order to complete the Wastewater Improvement, the City will have the
right, in its sole discretion, to terminate this Agreement
Offsite Utility Coostmedon Cost Reimbunscracat Agreement l Shadow Canyon
Page 6 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 45 of 75
38. If the City elects to terminate this Agreement for reasons allowed by Paragraph 37 of this
Agreement, or if this Agreement expires on its own terms before completion or
acceptance of say portion of the Offsite Wastewater Improvement, the Ci will heve no
Obligation to provide wastewater service to the Property and Developer shall not be
entitled to reimbursement for any costs or expenses incurred with regard to the
Wastewater Utility Improvement
39. The measure of damages for breach of this Agreement by Developer is the reasonable
cost of completing the Offsile Wastewater Improvement in conformance with the City's
requirements, procedures, and specifications set forth herein, including without
limitation, any and all associated administrative expenses, less the City's share of the
costs as set out bereia. For work on the Otfsite Wastewater Improvement upon which
construction has not begun, the estimated cost of the Offsite Wastewater Improvement
shown in the bid documents will be prima facie evidence of the minimum cost of
completion, however, that amount does not establish the maximum amount of
Developer's liability.
Ownership of Facilities
40. From and after the time of final completion and acceptance of the Offsito Wastewater
rovement b the City, the Cif shalt o �P Y tY, y con, operate and maintain the same, Developer
agrees to execute sad deliver to the City within 30 days after the time of final completion
and acceptance of the OEfsite Wastewater Improvement such bills of sale, assignments, or
other ipstntments of transfer as may be deemed reasonably necessary by the City.
Developer will also deliver all warranties secured far construction of the Offsfte
' Wastewater Improvenrear. Upon execution and delivery of such instruments, Developer
will have no further obligations or responsibility for the Of[sitc Wastewater
improvement. Within said thirty (30) day period, Developer shall also deliver to the City
all bonds, warranties, guamatecs, an other assurances of performance, record drawings,
easements. Project manuals, and all other documentation related to the offsite
Wastewater hmponvement
I 41. Developer agrees that the City will not accept any Otrsite Wastewater improvement
burdened by any tieu ar nay other encumbrance.
1 Provision Of URlity Service
42• The parties agree and aclmowlcdge (bat from and after the time of final acceptance 6y the
City of the Offsire Wastewater Improvement, the City, as owner of them, will operate and
maintain said hnproveroeuts and will Provide wastewater utility service to customers
within the Property subjcet to the conditions stated fa this Agreement and according to
the City's policies and ordinances, as amended thorn time to time. Nothing in this
Agreement will be construed to limit, tact modify, or abrogate the City's
governmental authority or ordinances respecting the operation and maintenance of its
wastewater systems nor its duty to provide for the public health, safety, and welfare n
the operation and maintenance of the same.
Olfsito U61ily Construction Cos} Rcimborsem¢n[
Paa¢ 9 of 1J AetceolearlSfiadow C;tnyn��--------
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 46 of 75
43. Upon final acceptance of the Offsite Wastewater Improvement by the City, the City
agrees that Developer may after that apply for wastewater service following applicable
City policies and ordinances, provided, however, that:
(a) This Agreement will not be construed to guarantee wastewater service to the
Property; such service may be guaranteed only upon the City's approval of the
Final Plat and the recording of same in the Final Plat records of Williamson
County in accordance with the requirements of the Code;
(b) This Agreement in no way obligates the City to approve service extension
requests not conforming to the requirements of the City's policies and ordinances
nor otherwise binds the governmental powers of the City with respect to rho
approval or denial of the same;
(c) This Agreement does not exempt Developer, or its successors and assigns, from
the requirements of any ordinance applicable to development within the acreage
covered by the service extension requests;
(d) This Agreement does not guarantee approval of the final plat of Shadow Canyon
or the approval of any other applications or permits related to the project;
(e) This Agreement will not be construed to create or confer upon Developer, or its
successors and assigns, any ownership rights in or monopoly regarding capacity
in the Offsite Wastewater improvement, whether total or partial, aftr final
acceptance of the project by the City;
(t) This Agreement will not be construed to create or confer upon Developer, or its
successors or assigns, any manner of legal title to, equitable interest in or other
claim of joint ownership with respect to property, whether real, peisonal or mixed
comprising the Offsite Wastewater Improvement, alter final acceptance of the
project by the City; and
(g) This Agreement will not be construed to guarantee any particular level of service
to the Property.
General Provisions
44. 9ther Tnfrastructure Improvements. Developer agrees that it shall construct all other
infrastructure improvements required for the project and/or the Property at its sole
expense and in conformance with the Code and all other applicable City standards and
requirements.
45. Remedies. The remedies available under this Agreement and the laws of Texas are
cumulative in nature.
OR'site Utility Construction Cost Reimbursement Agreement I Shadow Canyon
Page 8 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 47 of 75
Third Party Rights. No person or entity who or which is not a party to this Agreement
shall have any right of action under this Agreement, nor shall any such person or entity
other than the City (including without limitation a trustee in bankruptcy) have any
interest in or claim to the finds described in Paragraph 20 of ibis Agreement
47. By submitting plans or specifications for the City for review, the DEVELOPER
PARTIES (as that term is defined below) each agree to waive all claims, fully release,
indemnify, defend and bold harmless the City, and all of its officials, officers, agents,
consultants, employees, attomeys, and invitees in both their public and private capacities
(collectively, the "CITY PARTIES') from any and all liability, claims, lawsuits, demands
or causes of action, including all expenses of litigation and/or settlement which may arise
by injury to property or person occasioned by error, omission, intentional, or negligent
act of the Developer, its officers, agents, engineers, consultants, employees or invitees
(collectively, the "DEVELOPER PARTIES') arising out of or in connection with
submission of drainage plans, construction plans, or any other plans or specifications
submitted to the City. The DEVELOPER PARTIES further agree [bat they each will, at
their own cost and at their own expense, defend and protect the CITY PARTIES from
any and all such claims, losses, damages, causes of action, suits, and liability of any kind,
including all expenses of litigation, court costs and attorneys' fees for injury to or death
of any person or for any damage to any property arising out of or in connection with the
error, omission, intentional or negligent acts of any of the DEVELOPER PARTIES.
Nothing in this provision shalt waive the City's defenses or immunities under Section
101.001 et. seq. of the Texas City Practice & Remedies Code or any other applicable
statutory or common law.
Approval of the City Engineer or any other of the CITY PARTIES of any plans, designs
or specifications submitted pursuant to the requirements of the Unified Development
Code or any other provision of the City Code of Ordinances or technical manuals shall
not constitute or be deemed to be a release of the responsibility and liability of any of the
DEVELOPER PARTIES (as defined above) for the accuracy and competency of their
designs or specifications. Such approval shall not be deemed to he an assumption of such
responsibility or liability by the City for any defect in the design or specifications
prepared by any of the DEVELOPER PARTIES. Approval by due City Engineer or any
other of the CITY PARTIES signifies the City approval of only the general design
concept of the improvements to be constructed or the drainage plan to be implemented_
In this connection, the DEVELOPER PARTIES shall each indemnify and hold harmless
the CITY PARTIES from any loss damage, liability or expense on account of damage to
property and injuries, including death, to any and all persons which may arise out of any
defect, deficiency or negligence of any of the DEVELOPER PARTIES designs and
specifications to the extent prepared or caused to be prepared by any of the
DEVELOPER PARTIES and incorporated into any improvements constructed in
accordance therewith, or plans implemented thereby, and the DEVELOPER PARTIES
shall defend at their own expense say suits or proceedings brought against any of the
CITY PARTIES on account hereof~ and to pay all expenses and satisfy all judgments
Ofisite Utility Construction Cost Reimbwsement Agreement / Shadow Canyon
Pgge 9 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 48 of 75
which may be incurred by or rendered against them, collectively or individually,
personally or in their official capacity in connection herewith.
48. In addition to the foregoing Release and Indemnity, in further consideration for the City's
agreement to reimburse Developer in accordance with the terms of this Agreement and
other promises herein, the receipt and sufficiency of which is hereby acknowledged,
Developer agrees to fully and completely release and forever discharge the City, its
employees attorneys and officers, in both their individual and official capacities, and its
successors, agents, representatives, servants, and any other related or affiliated persons,
natural or corporate, in privity with them from any and all possible claims, demands,
actions, causes of action, costs, expenses, obligations, liabilities, suits, and damages of
every kind and character whatsoever, now existing or that may arise hereafter, whether
known or unknown, at law or equity, however, whenever, and by whomever caused,
whether solely, jointly, or otherwise, including, without limiLation, any and all causes of
action directly or indirectly arising out of, resulting from, or attributable to the Offsite
Wastewater Improvement that the Developer is required to construct by the terms of the
Code and this Agreement.
49. No Waiver. No waiver of any provision of this Agreement will be deemed or constitute a
waiver of any other provision, nor will it be deemed or constitute a continuing waiver
unless expressly provided for by a written amendment to this Agreement; nor will the
waiver of any default under this Agreement be deemed a waiver of any subsequent
defaults of the same type. The failure at any time to enforce this Agreement or covenant
by the City, Developer, or their respective heirs, successors or assigns, whether any
violations thereof are (mown or not, shall not constitute a waiver or estoppels of the right
to do so.
So. Assippabii ty_ Except as otherwise provided herein, this Agreement is binding upon
Developer, and the successors and assigns of Developer. Developer's obligations under
this Agreement may not be assigned without the express written approval of the City,
which shall not be unreasonably withheld or delayed. An assignment shall not be
construed as releasing Developer from Developces obligations under this Agreement
and Developer's obligations hereunder shall continue notwithstanding any assignment
approved pursuant to this Paragraph, unless and until the City executes and delivers to
Developer a written release of Developer from the obligations imposed by this
Agreement.
51. otic% Any notice required or permittedby this Agreement is effective when personally
delivered in writing or three (3) days after notice is deposited with the U.S. Postal
Service, postage prepaid, certified with return receipt requested, and addressed as
follows:
If to Developer: Harvard Investments, Inc.
Mr. Christopher J. Cacheris
17700 North Pacesetter Way
Scottsdale, Arizona 85255
011site Utility Construction Cost Reimbursement Agreement / Shadow Canyon
Pago 10 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 49 of 75
If to City: City Manager
City of Georgetown
P.G. Box 409
Georgetown, Texas 78627
52. Change of Address for Notice. The parties may, from time to time, change their
respective addresses listed above to any other location in the United States for the
purpose of notice under this Agreement. A party:s change of address shall be effective
when notice of the change is provided to the other party in accordance with the
provisions of Paragraph 32, above.
53. Sevembility. If any part, term, or provision of this Agreement is held by the courts to be
illegal, invalid, or otherwise unenforceable, such illegality, invalidity, or uncaforceability
shall not affect the validity of nay other party, term, or provision, and the rights of the
parties will be construed as if the part, term, or provision was never part of this
Agreement.
54. Personal $uisdiction and Venue. Personal jurisdiction and venue for any civil action
commenced by any party to this Agreement, whether arising out of or relating to the
Agreement or the Security, will be deemed to be proper only if such action is commenced
in District Court for Williamson County, Texas, or the United States District Court for
the Western District of Texas, Austin Division.
55. Captions Immaterial. The numbering, order, and captions or headings of the paragraphs
of this Agreement are for convenience only and shall not be considered in construing this
Agreement.
56. Fnnt re Agrcement_ This Agreement contains the entire agreement between the parties
and correctly sets forth the rights, duties, and obligations of each to the other as of the
Effective Date. Any oral representations or modifications concerning this Agreement
shall be of no force or effect excepting a subsequent written modification executed by
both parties.
57. Binding Agreement. The execution and delivery of this Agreement and the performance
of the transactions contemplated thereby have been duly authorized by all necessary
corporate and governmental action of the City. This Agreement, when duly executed and
delivered by each party, constitutes a legal, valid, and binding obligation of each party
enforceable in accordance with the terms as of the Effective Date.
58. Recording. The parties agree that this Agreement may be recorded in the Real Property
Records of Williamson County, Texas at the expense of Developer.
59. Further Assurances. The City and Developer agree to take such actions and execute and
deliver such documents as may be reasonably necessary or appropriate to effect the
provisions of this Agreement — —
Offsitc Utility Construction Cost Reimbursement Agreement / Shadow Canyon
Page I I of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 50 of 75
60. Tegn. Unless sooner terminated under the provisions of this Agreement, this Agreement
shall expire of its own terms and without further notice .upon the earlier of (i) payment to
Developer of $1,473,111.00 or the sum calculated pursuant to Paragraph 28 of this
Agreement, whichever is less, and shall not include interest; or (ii) the date that is 10
j years following the date of the first payment made pursuant to the terms of Paragraph 29.
61. Effective Date. This Agreement will be effective on the later of either (i) the latest date
accompanying the signature lines below; or (ii) the date that the City Council finally
adopts impact fee schedules or other funding mechanisms necessary to reimburse
Developer in accordance with the terms of this Agreement
EXECUTED by the parties on the dates indicated below:
CITYOF GEORGETOWN, TEXAS SAN GABRIEL HARVARD, L.P.
("CIT" ("DEVELOPER")
By: BY -
Printed
Printed Name: P am any
Title_ Title:
Date: Date:
Approved as to Form:
Patricia R Carts, City Attorney
Brown & Carts, LLP
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on the day of
2005, by Gary Nelon, Mayor, City of Georgetown, a'fexas home role municipal corporation, on
behalf of said City.
Notary Public in and for
Offsite Utility Construction Cost Reimbursement Agreement / Shadow Canyon
Page 12 of U
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 51 of 75
the State of Texas
THE STATE OF ARIZONA §
§
COUNTY OF MARICOPA §
This inshument was acknowledged before me on the 1(om day of
2005, by Chdstopher I. Cacberis, Vice President, of Harvard fnvestments, Inc., the alter of
Georgetown 308, L.L.C., the General Partner of San Gabriel ffmvard L.P.
Notary Public " d for
the State of
Natmy PrNOc SYnla d Ari)Dna
caunry
Mary I. TOW
6,pkm iir a106
Olfsite Utility Construction Cost Reimbursement Aguemcnl I Shadow Canyon
Page 13 of 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 52 of 75
I
I
Shadow Canyon Cost Reimbursement, Agreement
Exhibit "B"
1�ell&lof
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 53 of 75
lixhibit D
Original Letter of Credit
jSee attached]
Final 11,11412006 • I I
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 54 of 75
- f "LN 12:30 PM CiTY OF GEORGETOWN
FAX NO. 512 930 3881 P. 01
rune, of Gwa Div w
Swift`. MNBDUS6S
COMBrkTCA 13ANK
TFLEXN0:3774155
WIERNATIONALTRADBSUViCES '
FAX NO: 415477-3310
213MBARCADERO C0411 BR, Sut rg 300
PPONE: d 15-077.3313
SAN FRANCISCO, CA 94t t l
Date of Issuance: November 9, 2005
- '•'�
Standby Letter of Credit Number, 614690-41
-
Beneficiary: City of Georgetown
a Taxes home rule municipal corporation
113 E. Bth Street,
• .
Georgetown, TX 76826
,
At the request and for the account of the customer. San Gabriel Harvard Limited
Partnership, an Arizona limited partnership (°Developer), Comerica Bank ('Bank') -
hereby establishes in your favor this Irrevocable standby letter of credit number614690-
41 ("Letter of CrediP). This Letter at Credit In Issued to City of Georgetown, a, Texas
home rule municipal corporation ("Beneficiary" or °you'), pursuant to,the terms of that
certain Offske Utility Construction Cost Relinbursementl,.greement for Sheddw Canyon,
by and between Developer and, Beneftuery, effkdt a October 21, 2005 (the -
`Agreement"). This Letter of Credit authorizes you to draw on us in aniounts which in the
aggregate shall not exceed the "Stated Amounx of two million ninety thousand four hundred seventy and Nol100 Dollars ($2,090,470.00). Stated Amottihepraoshte 1 i0
percent of the estimated design and construction cosi4i f' a of de.u9astewater':
improvements in accordance with the Agreemertt
This Letter of Credit is available for drawing by you against sight d*s) of Beneficiary In
Hie form attached hereto as Annex A and accompanied by the original of tuts Leitei of
Credit and Amendment(s) thereto, If any with the following:
A certificate in the form attached hereto as Annex B (the "Draw Certf@rate")'slgned and
dated by a purported authorized representative of the Beneficiary, with such signature
acknowledged, stating that the Beneficiary is entitled to draw under this Letter of Credit:
Partial drawings are permitted, but no more frequently than once per'month.:
It is a condition of this letter of credit that it shall be deemed automatically extended
without amendment for a period of one year from the present or any future expiration
date, unless at least (30) thirty days prior to the current expiration date we send you
notice by courier that we elect not to extend this credit for any such additional period.
Said notice will be sent to the address indicated above.
The stated amount of this Letter of Credit shall be reduced automatically in the amount"
of any sight draft honored and paid by us In accordance with the terms of this Letter of .
Credit. .. ..
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 55 of 75
NON 12:30 PH CITY OF GEORGETOWN FAX NO, 512 930 3681 P. 02
.. raur d Gon,t mwon
This Letter of Credit may also be reduced or canceled upon our receipt of a Certificafe
from you in the form of Annex C, ;
We shall be entitled to accept a sight draft, the Draw Certificate and Annex C descrlbed
above as required by the terms of this Letter of Credit, froth the.Diraetor of Firiance and
Administration for Beneficiary, with such signature admowledged, without arty obligation
or duty on our part to verify the Identity or authoiity of the person presenting dre'sight .
draft and such documentation. ..
We engage with you that all drafts drawn under and in compliance with the terms of this
Letter of Credit will be duty honored upon delivery of documents as epecified N
presented to us at Comedca Bank, International Trade Services, Two EmUsmadero
Center, V Floor, San Francisco, CA 94111'on or before October 31, 2006 or any
automatically extended date.
Unless otherwise expressly stated herein, this Irrevocable Standby Letter of Credit Is
subject to the Uniform Customs and Practice far Documentary Credits (1993 Revision},
International Chamber of Commerce Publication No. 500.
Very Truly Yours,
Comadca an
thorked Signature
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 56 of 75
A HON 12:30 PH CITY OF GEORGETOWN FAX NO, 512 930 3681
ANNEX A
SIGIff DRAFT
I
A C SIGHT
REF. NO.
PAY TO TILE ORDER OF
' US DOLLARS
'DRAWN UNDER COMERICA RANK, IRREVOCABLE STANDBY 1,13[TER OF CREDIT
NLIMBERNO.—, DATED—_. 2005"
i
i'(D: COMERICA13ANK
2EMBARCADEROCENTER, SUITE 300 (INSERT NAME OF13ENEFICIARY):
SAN FRANCTSCO, CA 94111
. y AUTHORTZEDSTdTFA`fURE ..:.�: .' .
(YU[DELI NES TO PREPARE THE' STOIHT DRAFT:
I DATE: ISSUANCE DATE OFDRA17.
REF. NO.: YOUR R£FLR$NCE NUMBER, IF ANY. ,
.. PAY TO THE ORDER OF: BENEFICIARY'S NAME
1. USS: AMOUNT OP DRAWING IN FIGl7RE&
S. US DOLLARS: AMOUNT OF DRAWING IN WORDS.
c. LETTEROFCREDITNUMBER: OUR STANDBY UCMM13ERTHAT PERTAINS TO
THE DRAWING.
2. DATED: ISSUANCE DATE OF OUR STANDBY UC.
NDl'E: BEN£FICIARY'S NAME SHOULD BE PRINTED AT TIM BACK OF TM- SIGHT DRAF .. -
WITH ENDORSEMENT.; '
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 57 of 75
110N 12:31 PH CITY OF GEORGETOWN FAX NO. 512 930 3661 P. 05
_ .. Torn a cram Aidrwn •-'
•.' .
AMrX C
Comedca Bank Date:
International Trade Services
2 Embarcadero Center, Suite 300
San Francisco, CA 94111
Ladies and Gentlemen:
The undersigned, as Director of Finance and Administration for the City of
Georgetown, Texas, a Texas home rule municipal corporation Vabito.ciao,
hereby authorizes you with reference to Irrevocable Standby Lott®rof Credit No.
61469041 (the "Letter of Credit') as evidenced by our Initials and signatures
below:
Please initial:
_ Reduce the amount from U.S,$
Enclosed herewith are the original Letter of Credit documents', including .
the amendmenls(s), rf any, thereto for your endorsement of the reducGbn
amount.
_ Cancel this Letter of Credit effedive immediately:
Enclosed ry' erewith are tfie origiral Letter bf Gledtt docurllents, including
the amendments(,), if any, thereto.
In Witness Whereof, the undersigned has executed and delivered this certificate on
behalf of the Beneficiary as of the ^ day of 20_
City of Georgetown, Texas
a Texas home rule municipal corporation
By:
•
Name:
Its:
STATE OF TEXAS
)56 ., ,.
.. .
County of Williamson )
Acknowledged before me this _day of 200� by
the City of Georgetown, a Texas home rule municipal;.
corporation, on behalf of said City.
My commission expires: Notary Public
:W
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 58 of 75
t 110N 12:31 PM CITY OF GEORGETOWN FAX NO. 512 930 3681 P. 04
' tMIBI d CAOfLI eF+lf�pt. �
ANNEX B
DRAW CERTIFICATE
Comerice Bank Date:
Intemationaf Trade Services
2 Embarcadero Center, Sufte 300
San Francisco, CA 94111
Ladies and Gentlemen;
The undersigned, as Director of Finance and Administration for the City of Georgetown;
Texas, a Texas home rule municipal corporation, ('Beneficiary'), hereby certifies to you
with reference to Irmvocable Standby Letter of Credit No. 614600411 (the'Letter of
Credit") that: -
i7 The required improvements are not substantially complete;
Letter of Credit will expire within 30 dayd'and is not being renewed or replaced.
Developer failed to substantially complete required improvements on or. before
m .
October 1, 2008. After receiving notice frothe City of the alleged defauit, Developer
was given thirty (30) business days from recelpt of the notice to correct the deficiency.
Developer did not correct the deficiency within the 30 day time period, or did not take
reasonable steps to correct the deficiency within the 30 day time period and then
diligently continue with the corrective steps. The City hereby algae to draw on this Letter. -
of Credit pursuant to the taTTns of Paragraph; 35 of the Agrment. ,
In Witness Whereof, the undersigned has executed and delivered this con ficate'on behalf of the
Beneficiary as of the _ day of 20_.
City of Georgetown, Texas'
a Texas home rule municipal corporation
Name: :. . .
Its:
STATE OF TEXAS ) ,
) ss
Cnunty of Williamson )
Acknowledged before me this day of . 200_, by
the , City of Georgetown, a Texas home rule. municipal corporation,
nn behalf of said City.
My commissionexpims: Notary Public .
i
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 59 of 75
Exhibit E
New Letter of Credit
Date of Issuance:
Standby Letter of Credit number:
Beneficiary: City of Georgetown
a Texas home rule municipal corporation
113 E. 8°i Street
Georgetown TX 78626
At the request and for the account of the customer, San Gabriel Harvard Limited Partnership, an
Arizona limited partnership ('Developer"), Bank ("Bank") hereby establishes in your
favor this irrevocable standby letter of credit number _-_ ("Letter of Credit"). This Letter of
Credit is issued to the City of Georgetown, a Texas home rule municipal corporation
(`Beneficiary" or "you"), pursuant to the terms of that certain Tri-Party Agreement by and
among the Developer, the Beneficiary and ABG Development, Ltd. (the "Agreement"). This
Letter of Credit authorizes you to draw on us in amounts which in the aggregate shall not exceed
the "Stated Amount" of two million ninety thousand four hundred seventy and No/l00 Dollars
($2,090,470.00). Stated Amount represents 110 percent of the estimated design and construction
costs of the offsite wastewater improvements in accordance with the Agreement.
This Letter of Credit is available for drawing by you and against sight draft(s) of Beneficiary in
the form attached hereto as Annex A and accompanied by the original of this Letter of Credit and
Amendment(s) thereto, if any with the following:
A certificate in the form attached hereto as Annex B (the "Draw Certificate') signed and dated
by a purported authorized representative of the Beneficiary, with such signature acknowledged,
stating that the Beneficiary is entitled to draw under this Letter of Credit.
No Partial drawings are permitted, the Beneficiary can make one draw for the full amount.
It is a condition of this letter of credit that it shall be deemed automatically extended without
amendment I'or a period of one year from the present or any future expiration date, unless at least
(30) thirty days prior to the current expiration date we send you notice by courier that we elect
not to extend this credit for any such additional period. Said notice will be sent to the address
indicated above.
Final ] 1./1412006 . 12.
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 60 of 75
The stated amount of this Letter of Credit shall be reduced automatically in the amount of any
sight draft honored and paid by us in accordance with the terms of the Letter of Credit.
We shall be entitled to accept a sight draft, the Draw Certificate and Annex C described above as
required by the terms of this Letter of Credit, from the Director of Finance and Administration
for Beneficiary, with such signature acknowledged, without any obligation or duty on our part to
verify the Identity or authority of the person presenting the sight draft and such documentation.
We engage with you that all drafts drawn under and in compliance with the terms of this Letter
of Credit will be duly honored upon delivery of documents as specified if presented to us at
, (Texas location for Presentation) on or before _, 200_ or any
automatically extended date.
Unless otherwise expressly stated herein, this irrevocable Standby Letter of Credit is subject to
the Uniform Customs and Practice for Documentary Credits (1993 Revision). International
Chamber of Commerce Publication No. 500.
Very Truly Yours,
Authorized Signature
rival 1 U14f1006 ' 13
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 61 of 75
DATE:
AT SIGHT
PAY TO THE ORDER OF
US DOLLARS
'DRAWN UNDER
NUMBER NO. _
TO:
(Texas Location)
ANNEX A
SIGHT DRAFT
REF. NO.
US$
BANK, IRREVOCABLE STANDBY LETTER OF CREDIT
DATED _, 2005"
(INSERT NAME OF BENEFICIARY)
AUTHORIZED SIGNATURE
GUIDELINES TO PREPARE THE SIGHT DRAFT:
1. DATE: ISSUANCE DATE OF DRAFT
2. REF.NO.: YOUR REFERENCE NUMBER, IF ANY.
3. PAY TO THE ORDER OF: BENEFICIARY'S NAME
4. US$: AMOUNT OF DRAWING IN FIGURES
5. US DOLLARS: AMOUNT OF DRAWING IN WORDS.
6. LETTER OF CREDIT NUMBER: OUR STANDBY L/C NUMBER THAT PERTAINS TO
THE DRAWING.
7. DATED: ISSUANCE DATE OF OUR STANDBY L/C
NOTE: BENEFICIARY'S NAME SHOULD BE PRINTED AT THE BACK OF THE SIGHT DRAFT
WITH ENDORSEMENT.
rinai i L/14n0nc . 14
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 62 of 75
ANNEX B
DRAW CCRTIL'ICXFE
! m3
(Texas Location]
Ladies and Gentlemen:
Date:
The undersigned, as Director of Finance and Administration for the City of Georgetown, Texas, a
Texas home rule municipal corporation, (`Beneficiary"), hereby certifies to you with reference to
irrevocable Standby Letter of Credit No. _ (the "Letter of Credit") that:
❑ The Letter of Credit will expire within 30 days and is not being renewed or replaced.
❑ It is the earlier of (a) a date that is on or after October 1, 2008, or (b) the date that the Harvard
W W line has been completed and the City has accepted the completion of same.
In Witness Whereof, the undersigned has executed and delivered this certificate on behalf of the
Beneficiary as of the _ day of 20_.
City of Georgetown, Texas
a Texas home rule municipal corporation
By:
Name:
Its:
STATE OF TEXAS )
County of Williamson )
Acknowledged before me this _ day of , 200, by
the City of Georgetown, a Texas home rule municipal corporation on
behalf of said City.
My commission expires:
Notary Public
Final I I J14/2006 - r 5 -
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 63 of 75
Exhibit
Total Fee Available for Reimbursement is the South Fork Interceptor Portion of the Interceptor's
Portion of the South Fork Service Area Wastewater Impact Fee, which is currently equal to
$1,281, but is subject to revision in the future, reimbursed as follows:
Harvard
ABG
Cit
$400*
542
3$ 39**
* At such time as Harvard has received Impact Fee Reimbursements in the amount of
$1,900,000.00, the $400 attributable to Harvard shall be paid to ABG.
**This amount is calculated based on an estimate of Differential Cost equal to $1,600,000. If,
however, the actual Differential Cost is higher, or the revised Differential Cost based on the
Modified City Size is lower, this amount shall be automatically revised to be equal to that
arnount necessary to pay the Differential Cost over 4718 Service Unit Equivalents.
ABG City
$942*** 3$ 39***
***At such time as the City has received impact fees in an amount sufficient to retire the City's
debt for the Differential Costs, the $339 (or other such amount calculated as described above
under the notation accompanying **) attributable to the City shall be paid to ABG.
ABG
$1281****
**** Based on current impact fee of $3,114. Such amount to be adjusted for new connections
that plat under a fixture fee (which may be more or less than $3,114).
Final 11.114/2006 • 16 -
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 64 of 75
Exhibit G
Eligible Area
f Sce Attached]
Finnl 11114/2006 - 17 -
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 65 of 75
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COLOR EXHIBIT, A
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THE CITY
OF GEORGETOWN.
Bury+Partners
SAN GABRIEL
SOUTH FORK OF THE
B N 0 1 N I f OI NO SOLUTIONS
gAN QABRIEL
BUS Iles Cane Rd. Sult" 200
ASSUA TOM 76720
RIVER BASIN
1YL (512(328-ODII Fa[ (512)O2D-0696
ABG DEVELOPMENT LTD.
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DATE: 10/30/05
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DRAWN BY: DAZ
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PROJECT IV..: 1640-03.00
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 66 of 75
9 PCs 2015009038
ASSN
T OF WASTEWATER REIMBURSEMENTS AND WASTEWATER
Lo is entered into as of November aj_, 2014 (the "Effective
SAN GABRIEL HARVARD LIMITED PARTNERSHIP, an
nip ("Assignor'), and 278 GEORGETOWN, INC., a Texas
A. ' As ' or s a part
Georgetown ( Assi o:
2006 (the "Tri m t
Reimbursement A ee ent h
2005 and by Assign on abo
Tri-PartyAgreement, co ec ' el
Assignor's approximate 8- e
things, (i) impact fee reim me
Agreement as modified b Se
Reimbursements"), and (ii) rec
utility service, as provided in Sec
and ordinances, as amended from
Water Service Agreements (`Tdastt
RECITALS
to that certain Tri-Party Agreement among the City of
and ABG Development, LP, dated on or about December 1,
91t
d that certain Offsite Utility Construction Cost
lanyo 1, executed by the City on or about October 20,
r6, 2005 (the "Initial Agreement', and together with the
"Wastewater Service Agreements"), entitling Assignor and
t c land (the "308 Acre Tract") to receive, among other
qtpm e Ci pursuant to Sections 23 and 29 of the Initial
bon 7A Tri-Party Agreement (the "Wastewater
o e ri for the 308 Acre Tract to receive wastewater
f of Initial Agreement, according to the City's policies
me time, and subiba to the terms and conditions of such
B. On the Effective Date, Ass'
}}�
278.212 acres of land out of the 308 Acre Tri
Exhibit "A" (the "Acquired Property"), from
C. In addition to the Acquired Proper
Wastewater Reimbursements, and (ii) the Was
Property but not with respect to the balance of
"Assigned Wastewater Service").
D. Pursuant to this Assignment, Assignor now
to Assignee, and Assignee desires to accept and assume,
the Assigned Wastewater Service.
AGREEMENT AND
among other things, approximately
btion of which is attached hereto as
ag from Assignor, (i) the
respect to the Acquired
;twined by Assignor (the
NOW, THEREFORE, for and in consideration of the mutual pket
parties, and other good and valuable consideration, including the sum of
the receipt and sufficiency of which are hereby acknowledged, Assignor
follows:
1. Assignment and Assumption of Wastewater Reimbursements a
Wastewater Service. Subject to the terms of Section 3 below, and the terms and
Assignment of Wastewater Reimhmsemenu and Womwater SeMee—Shadow Canyon
EXHIBIT D WASTEWATER SERVICES AGREEMENT
and convey
ements and
as
N
� t
Page 67 of 7
201
vater Service Agreements, Assignor hereby assigns, transfers, and conveys to Assignee, and
)e hereby accepts and assumes from Assignor, (i) the Wastewater Reimbursements, and
Assigned Wastewater Service.
tructure Improvements. In addition to the foregoing, Assignee hereby
form all obligations of the Developer under Section 44 of the Initial
and after the date hereof, to the extent applicable to the Acquired
The assignment by Assignor hereunder is subject to and
n approval of the City, as required pursuant to the terms of the
r and Assignee will take such further actions, and
o, as the other party may reasonably request for the
evidencing the transactions contemplated by this
5. N iscellanebG -'rh"sipnment shall be governed by and construed in
accordance with the 7in
tl��ate o T o amendments to this Assignment shall be
effective, unless madw gan r ed each of the parties. This Assignment may be
executed in multipleerp a of 'ch shall be deemed an original, but all of which
shall constitute one and the same idstnuilent.
WASTEWATER SERVICES AGREEMENT
201
3of9
ssignor and Assignee hereby enter into this Assignment effective as of the Effective
ASSIGNOR:
SAN GABRIEL HARVARD LIMITED PARTNERSHIP,
an Arizona limited partnership
By: Georgetown 308, L.L.C.,
an Arizona limited liability company,
its general partner
l C <l..n
By: Harvard Investments, Inc.,
a Nevada corporation,
its Manager
By
Nam •
str,h J Cac eris
P
itle: Vice Presi ent
STATE OF _ §
COUNTY OF m1� §
This instrument was acknowledged before`i
Christopher J. Cacheris, Vice President of Harw
Manager of Georgetown 308, L.L.C., an Arizona
San Gabriel Harvard Limited Partnership, an A
entities. 1
[se Notary Public, S
MARY I. TAYLOR Notary's printed
Notary Public - Arizona
Maricopa County
*My Comm. Expires Oct 28. 2016
I(
Assignment of Wastewater Reimbursements and Wastewater Service —Shadow Canyon
day of November, 2014, by
, a Nevada corporation, as
pany, as general partner of
ership, on behalf of those
EXHIBIT D WASTEWATER SERVICES AGREEMENT
ILL
Page
Page 69 of
2015009M\Pane 4 of 9
201
5 of 9
OF GEORGETOWN, TEXAS hereby acknowledges and approves this
of Wastewater Reimbursements and Wastewater Service, dated as of November
by and between San Gabriel Harvard Limited Partnership, an Arizona limited
V assignor, and 278 Georgetown, Inc., a Texas corporation, as assignee.
Lot day of J *4tw.uAfL y , 201C
THE CITY OF GEORGETOWN, TEXAS
B
T
T
STATE OF TEXAS
COUNTY OF
This instrument was a
VIA A) s:2 of
P.
JESSICA ERIN BRETTLE
[Seal NOTARY PUBLIC
stele of Texas
x'oy Comm. Exp. 05.01-2015
. l "WlkfeY [ l�, 201+' by DALE I23S E ,
_, on _behalf of The City of Georgetown, Texas.
Assjpmc ofWaslewwwa Rolmmmrs is and Waslewa= Smim—Shadow Canyon
EXHIBIT D
WASTEWATER SERVICES AGREEMENT
201
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EXMIT "A"
LEGAL DESCRIPTION OF THE ACQUIRED PROPERTY
12 acres of land, situated in the Isaac Donagan Survey, Abstract No. 178 and the
n ey, Abstract No. 608, in Williamson County, Texas, said land being a
t tract of land, called 307.849 acres, as conveyed to San Gabriel Harvard
, an Airizatat limited partnership, by deed recorded as Document No.
the Public Records of Williamson County, Texas. Surveyed on the
J 2014, under the supervision of Brian F. Petersen, Registered
northerly North t
Partnership be
conveyed to M
No. 2007014835 of
northerly Northeast e
THENCE, S 4031'00" W,
307.848 acre San Gabriel
the said 10.550 acre MGC
and being more particularly described as follows;
on the south line of State Highway No. 29, marking the most
ab e-referenced 307.848 acre San Gabriel Harvard Limited
mer of that certain tract of land, called 10.550 acres, as
�C, a Texas limited liability company, of record as Document
We Records of Williamson County, Texas, for the most
marking an interior comer of the said
Ida -ship tract, being the most westerly comer of
tract, for an interior comer hereof;
THENCE, along the northeastedy'lliae of the so
Partnership tract, and the southwesterly line f
tract, S 72048'45" E, 556.79 feet loan ' pin
found and N 69°I8'00" E, 197.85 feet to 60
easterly Northeast comer of the said 307.84 cre
being an interior comer of the said 10.550 acre
easterly Northeast comer hereof;
=c San Gabriel Harvard Limited
`0 acre MGC Development, LLC,
.2' 15" E, 70.62 feet to an iron pin
a 14" Live Oak, marking the most
garvard Limited Partnership tract,
THENCE, along the east line of the said 307.848
tract, S 26001'15" E, 51.61 feet to an iron pin found markifie
MGC Development, LLC, tract, being the most westerly re
acre, Tract Five, Parcel Three, as conveyed to Judy
Robertson, Jay Leon Wolf, Jr_, and Iva Wolf McLachlan, by
2009090679 of the Official Public Records of Williamson Coi
LLC, tract, for the most
the west line of the said 291.09 acre Hiodeleng, et al, tract, S 21°0 "
pin found; (an iron pin found bears N 43°51 " W, 2.64 feet and a Wait
2.90 feet); S 21 °17'00" E, 391.76 feet to an iron pin found; S 24°58' 15'
pin found; S 19°39100" E, 207.78 feet to an iron pin found; S 21 °58'45"
pin found ; S 20°56' 15" E, 911.34 feet to an iron pin found and S 21141
Assignment ofWmtewat ReimbutsemmN and Wastewater Service - Shadow Canyon
Limited Partnership
it comer of the said
(tt>gt certain 291.09
Susan Jane
d pTocument No.
nd epnfinuing along
93S to an iron
°55' W,
5vto iron
5 . 1 fetst-to an n
EXHIBIT D WASTEWATER SERVICES AGREEMENT
Irteet to an
6
Page 72 7
201
7of9
iNn-Vin oundon, or near, the south lime of the Isaac Donegan Survey, A-178, being the north
line f t ompson Survey, A-608, marking a southwesterly comer of the said 291.09
ang, et tract, being on the north line of that certain tract of land, called 457 acres,
yet to by deed as recorded in Volume 345, Page 460, of the Dad Records of
n thnty, Tex , for the most easterly Southeast comer of the said 307.848 acre San
e[ and t tetship tract, for the Southeast comer hereof;
THEa so y line of the said 307.848 acre San Gabriel Harvard Limited
P 100" W, at 215.93 feet pass an iron pipe set, for a total distance of
295.15 o a int the center of the South San Gabriel River, being the south line of
the said 457 the line of that certain Fast Tract, called 104820 acres, as
conveyed to A Weir, by deed as recorded in Volume 522, Page 451, of
the Deed Rem n nnty, Texas, for the most westerly Southeast comer of the
said 307.849 acre San united Partnership tract, for the most westerly Southeast
corner hereof;
V
THENCE, upstream, al tlteer d uth San Gabriel River, with its meanders
being the south line of lbe 307 8 S Gabriel Harvard Limited Partnership tract, and
the north lime of the said 104 W ' First Tract, N 81°59'00" W, passing the said north
line of the Joseph Thompson S A-608, b ' e 'd south line of the Isaac Donegan
Survey, A-178, being the record most westerly of th 'd 457 acre Guy tract, for a total
distance of 644.97 feel; S 55005'15" W, 51 fee : 2 '00' 5" W, passing the said south line
of the said Isaac Donegan Survey, A-1 the 'd line of the Joseph Thompson
Survey, A-608, for a total distance 1, 1 S 69°OT15" W, 32636 feet;
S 85041' 15" W, 621.76 feet; S 57010' 15" 68. 3' 15" W, 755.32 feet to a point
4 or near, the Northwest comer of the said 10482 it ' Tract, being the Northeast
comer of that certain tract of land, called 190.40 n eyed to Texas Cnrshed Stone
Company by deed as recorded in Volume 743, P of Records of Williamson
County, Texas, and S 75°48' 15" W, 116.10 feet to a the comer of the said
307.848 acre San Gabriel Harvard Limited Paraoennhip to st southerly Southeast
corner of that certain tract of land, called 103.9327 acres, eye I. Brown and
wife, Beverly D. Brown, by deed as recorded in Volume 21 of Official Records
of Williamson County, Texas, for the Southwest comer hereof; / ]
THENCE, N le28' 15" W, at 39.61 feat, pass a I" bar found, pasKuprtl
Joseph. Thompson Survey, A-608, being the said south line of the IsaAq
for a total distance of 1,642.61 feet, in all, to an iron pin found marl
Northwest comer of the said 307.949 sera San Gabriel Harvard Limited
an interior comer of the said 103.9327 acre Brown tract, for an interior cc
Assignment of Wastewater Reimbursements and Wastewater Service— Shadow Canyon
EXHIBIT D WASTEWATER SERVICES AGREEMENT
of the
MA6
Pag,
8of9
]07..,,4j8San
HE84°56'00" E, 49838 feet to an iron pin found marking an interior corner of the said
Gabriel Harvard Limited Parttership tract being the most easterly Souiltnst
aid I _9327 acre Brown tract, for an interior comer hereof
CE line of the said 307.848 acre San Gabriel Harvard Limited Partnership
the o e said 103.9327 acre Brown tract, N 9°54'45" W, 350.05 feet to an
i p' and 4 W, 383.76 feet to an iron pin found; N 4047'00" E, 575.94 feet to
an ' pi 1 ° '15" W. 192.14 feet to an iron pin found; N 40°32'15" E, 13.02 feet
to an i a P o 0115'45" K 343.66 &a to an iron pin found mud N 2011' 15" W, 319.98
feet to t and 1°56'00" W, 174.07 feet to an iron pin set for the most westerly
Northwest oo h
THENCE, N 8 °33 'E, to an iron pin set at the beginning of a curve to the right
(Radius — 345.00 bears N 64°42'00" E, 154.79 feet), along the said curve for
an are distance of 15 . 2 f to no in set and N 77040'00" E, 498.83 feet to an iron pin set
for an interior corner ,
THENCE, N 20°I4'00" 46� non set at the beginning of a curve to the right,
(Radius = I50.00 feet, Long N $'00" E 2I2.23 feet), along the said curve for
an arc distance of 235.76 feet iro m set for the outhwest comer of Lot 1 of Shadow
Canyon Commercial, Section 2, 'vision of rd Document NTo. 2010086635 of the
Official Public Records of Williamson County, along the Southwest line of the
said Lot l of Shadow Canyon Commerc' , 2 a curve to the right, (Radius
150.00 feat, Long Chord bears S 67°51' 'E, 12.1 ) arc distance of 235.61 feet to an
iron pin set; S 22°52' 15" E, 68.23 feet to iron pin the beginning of a curve to the left,
(Radius = 797.62 feet, Long Chord bears S 40. feet) and along the said curve
for an arc distance of 343.43 feet to an iron pin fo th most southerly comer of the
said Lot t of Shadow Canyon Commercial, Sectio 2, ! r n r comer hereof;
THENCE, N 9°46'45" E, at 655.00 feet, more or less, outheast mer of the said Lot 1
of Shadow Canyon Commercial, Section 2, being the m ly of Shadow Canyon
Commemial, Section 1, a subdivision of record in Cabinet E, ' e Plat Records of
Williamson County, Texas, and continuing along the eas . e said hadow Canyon
Commercial, Section 1, for a total distance of 727.94 feet, in all n found at the
beginning of a curve to the left, (Radius = 567.50 feet, Long 13' " W, 260.1 t
feet) along the said curve for an arc distance of 262.44 feet an ' and and
N 16033'45" W, at 97.42 feet pass the Southeast comer of that certai 1 0.10
of an acre Dedicated for ROW on the said Shadow Canyon Commerc' S ' n , for total
distance of 114.92 feet, in all, to a brass disc in a concrete monument fo n sai e
of State Highway No. 29, being the north line of the said 307.848 acre S ri d
Assignment of Wastewater Reimbursements and Wastewater Service - Shadow Canyon e 8
EXHIBIT D WASTEWATER SERVICES AGREEMENT Page 74 7
9 of 9
marking the Norfhenst corner of the said Shadow Canyon Commercial,
rthedy Northwest comer hereof;
south line of State Highway No. 29, N 73128'45" E, 289.39 feet to the
0 containing 278212 acres of land.
L Brian F. Pet
was made on M
knowledge and be
To certify which, wit
2/✓-� day of
of Texas
No.22216-278.212
a C'1} 4 Georgdimn
Texas Central State Plane
KNOW ALL MEN BY THESE PRESENTS
Land Surveyor, do hereby certify that this survey
y described herein and is correct, to the best of my
0 at Goorgetown, Williamson County, Texas, this the
Assignment of Wastewater Reimbursements and Waswwat Service— Shadow Canyon
AND RECORDED
LIC RECORDS 2015@09038
EXHIBIT D
WASTEWATER SERVICES AGREEMENT
vcj .
s
NON-STANDARD WATER SERVICE AGREEMENT
BY AND AMONG
CHISHOLM TRAIL SPECIAL UTILITY DISTRICT
mill)
SAN GABRIEL HARVARD LIMITED PARTNERSHIP
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This Non -Standard Water Service Agreement by and among Chisholm Trail Special
Utility District and San Gabriel Harvard Limited Partnership (this "Agreement") is entered into
as of the Effective Date, by and among the Chisholm Trail Special Utility District, a
conservation and reclamation district created and functioning under Chapters 49 and 65 of the
Texas Water Code (the "District") and San Gabriel Harvard Limited Partnership, an Arizona
limited partnership ("Developer").
Recitals
A. WHEREAS, the District is a political subdivision of the State of Texas and the
owner of certain water facilities that it utilizes to provide water service to its wholesale and retail
customers; and
B. WHEREAS, Developer owns that 308-acre tract of land located in Williamson
County being more particularly described on Exhibit "A' attached hereto that it desires to
develop for single family residential and commercial purposes; and
C. WHEREAS, Developer desires to obtain water service from the District for future
residents and property owners within the Property, and is willing to construct and dedicate to the
District certain facilities required to deliver potable water to customers within the Property;
D. WHEREAS, the District has agreed to provide retail treated water service to
customers within the Property in accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter
set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree
as follows:
EXHIBIT D WATER SERVICES AGREEMENTS Page 1 of 36
I.
DEFINITIONS
When used in this Agreement, the following terms will have the meanings set forth below:
1.1 "Agreement" means this Non -Standard Water Services Agreement.
1.2 "BRA" means the Brazos River Authority.
1.3 "BRA Stored Water Rate" means the fee established from time to time by the Brazos River
Authority and charged to the District for the water supply BRA agrees to make available to the
District from Lake Georgetown.
1.4 "Closing" means the execution and delivery by the District and Developer of all documents
conveying, selling, transferring, or assigning the interests and property of Developer in any
Interests to be Acquired to the District, and the performance of all acts necessary to complete
such execution and delivery.
1.5 "Closing Date" means the date on which a Closing occurs.
1.6 "District System" means the water system now owned or to be acquired by District to serve
the District's service territory, and any expansions, improvements, enlargements, additions and
replacements thereto, including the Interests to be Acquired, subject to the terms of this
Agreement.
1.7 "Effective Date" means the last day of execution of this Agreement by all parties hereto.
1.9 "Interests to be Acquired" means the Internal Facilities, all easements within the Property
specified by the District for the Internal Facilities and the Transmission Line, and all other
interests that Developer is required to convey to the District under this Agreement.
1.9 "Internal Facilities" means the water subdivision infrastructure to be constructed by
Developer and dedicated to the District for providing retail water service to customers within the
Property and connecting such infrastructure to the District System.
1.10 "Living Unit Equivalent" or "LUE" means one single-family residential unit, or its
equivalent calculated at the rate of 350 gallons of potable water per day, based on a 30-day
average.
1.11 "LUE Commitment" means the 1100 cumulative LUEs of water service capacity in the
District System that the District agrees to make available to the Property in accordance with the
terms and conditions of this Agreement.
1.12 "Major Facilities" means the water facilities and improvements to be constructed by the
District to provide water service to customers within the Property and to other customers of the
District, said Major Facilities to include the Transmission Line and Pump Station.
1.13 "Property" means that approximate 308-acre tract of land located in Williamson County
being more particularly described on Exhibit "A" attached hereto.
EXHIBIT D WATER SERVICES AGREEMENTS Page 2 of 36
1.14 "Pump Station" means the proposed "Legend Oaks Pump Station" to be located in the
vicinity of the intersection of Highway 29 and D.B. Woods Road and to be constructed by the
District at its sole cost and expense in accordance with Article lI of this Agreement.
1.15 "Reservation Fee" means an annual fee currently equal to $53.91 per acre-feet per year
charged by BRA to the District for reserved Colorado River Basin water; however, the District
may adjust the fee from time to time to reflect any actual increase or decrease in the BRA Stored
Water Rate for raw water reserved from the Colorado River Basin, or Brazos River Basin, to
meet the District's obligations hereunder, as determined solely by the District. The payment of
the Reservation Fee by Developer is solely for the reservation of raw water supplies for the
Property, and the provision of water service by the District to and within the Property is subject
to the terms and conditions of this Agreement.
1.16 "Reservation Period" means a period of time beginning upon the execution of this
Agreement and ending at the earlier of the following: (i) at such time as there are 945 active
connections within the Property, such number of connections being equal to ninety percent
(90%) of the total service commitment made available hereunder; or (ii) upon termination of this
Agreement according to its terms, in which event the District's commitment for water service to
the Property shall also terminate.
1.17 "Reserved LUEs" means the number of LUEs reserved for the Property by the District
pursuant to this Agreement; provided, however, that said number shall be reduced annually
during the Reservation Period in an amount equal to the number of active connections within the
Property that connect to the District's water system during the preceding calendar year.
1.18 "TCEQ" means the Texas Commission on Environmental Quality or any successor
agency.
1.19 "Transmission Line" means the water transmission main, control valves, and related
appurtenances, facilities and equipment to be constructed along Highway 29 from D.B. Woods
Road to the existing 20-inch line owned by the District at the Cimarron Hills development, said
Transmission Line to be constructed by the District in accordance with the terms of this
Agreement.
1I.
WATER SERVICES
2.1 Service Commitment.
(a) The District agrees to provide retail water service to customers within the
Property in a quantity not to exceed 1100 total LUEs in accordance with the terms and conditions
of this Agreement. It is acknowledged and agreed by the Parties that forty (40) LUEs have been
committed for landscape irrigation purposes, and the Developer may reduce the LUEs reserved
for such purposes by providing written notice thereof to the District in accordance with Section
3.2.
EXHIBIT D WATER SERVICES AGREEMENTS Page 3 of 36
(b) The District's obligation to serve the Property is expressly contingent on
Developer's compliance with its obligations under this Agreement and the District's rules,
regulations and policies.
(c) The Di ct1 ommitment to provide ware ervice to any portion of the Property
that is not final pl ed on or before October 1, 2015 s alYbecome null and void upon such date.
In such event, the R rved LUEs be�qualY0 e number of platted lots within the Property
which are not active connections at such time, and the amount of the Reservation Fee shall be
adjusted accordingly. Thereafter, the District shall be under no obligation to provide service to
the unplatted real property until and unless the District and the owner thereof enter into a non-
standard service agreement setting forth the terms and conditions pursuant to which the District
shall furnish such service.
(d) The District shall have no obligation to provide water service to any portion of
the Property until all of the following conditions precedent have been satisfied:
(i) the lands to be famished water service have been final platted by all
governmental entities with jurisdiction;
(ii) the Internal Facilities required to provide service to that phase of
development within the Property has been completed by the Developer in
accordance with plans and specifications approved by the District, are
operational, and are accepted by the District;
(iii) The Major Facilities have been completed, are operational, and are
accepted by the District, it being acknowledged by the District that it
anticipates completion of construction of the Major Facilities not later than
18 months after the Effective Date;
(iv) all necessary easements and other real property interests in the Property
have been dedicated to the District, including easements for the Internal
Facilities and the Transmission Line;
(v) all required fees and charges have been paid to the District by the
Developer and customers within the Property; and
(vi) the District has received all necessary governmental approvals for the
provision of service to the Property.
2.2 Service. The District shall provide retail water service to customers in the Property in
accordance with its standard rules and policies.
2.3 Minimum Pressure. The District will deliver potable water to customers within the
Property at a minimum pressure of 35 pounds per square inch at each retail customer meter, or as
may otherwise be required by the applicable rules of TCEQ.
4
EXHIBIT D WATER SERVICES AGREEMENTS Page 4 of 36
2.4 Wastewater, Drainage and Other Services. The District will have no obligation with
regard to the construction, ownership, operation or maintenance of wastewater, drainage, water
quality or other non -water service facilities.
2.5 District Operations. Subject to the terms of this Agreement, the District will be responsible
for operating and maintaining its water facilities in good working order; for making all needed
replacements, additions and improvements as required for the operation of the facilities; for
reading meters, billing and collecting from all customers; and for performing all other usual and
customary services and administrative functions associated with water utility systems.
2.6 Source of Water Supply. The District shall have sole discretion in determining the source of
water supply to be used for the provision of retail water service to the Property.
2.7 Service Subject to State and Local Approvals. Notwithstanding other provisions in this
Agreement, the District will not provide water services in the manner described in this
Agreement unless Developer obtains at its sole cost and expense all necessary permits,
certificates, and approvals for the Property from Williamson County, the City of Georgetown,
TCEQ and other applicable local, state, or federal government bodies to which it is subject. The
District will use good faith efforts to obtain all necessary permits and approvals required for the
District to provide retail water service to the Property. The Developer agrees to reasonably
cooperate with the District in connection with its efforts to secure such permits.
2.8 Water Conservation.
(a) The District may curtail service to the Property in times of high system demand or
drought, or as may be required by the District's Water Conservation Plan or Drought
Contingency Plan, by other regulatory authorities, by entities from whom to the District
purchases water supplies, in the same manner as such curtailment is imposed on other similar
customers of the District.
(b) Developer agrees impose the following restrictions on all subsequent owners of
real property within the Property through notes on the final plat(s) for each subdivision within
the Property or by restrictive covenants recorded in the deed records of Williamson County:
(i) The resubdivision of any lot into multiple lots is prohibited;
(ii) Private water wells for domestic purposes are prohibited;
(iii) Outside lawn irrigation utilizing the water supply furnished from
Chisholm Trail Special Utility District shall not exceed 10,000 square feet
irrigable area per lot;
(iv) Outside landscaping shall utilize xeriscape vegetation and water
conservation practices; and
(v) The use of high water demand turf grasses such as St. Augustine grass is
prohibited unless installed over top soils with a uniform depth of not less
EXHIBIT D WATER SERVICES AGREEMENTS Page 5 of 36
r-
than 6 inches, or unless otherwise approved by Chisholm Trail Special
Utility District.
III.
RATES, FEES, AND CHARGES
3.1 Rates. Except as otherwise provided in this Agreement, all retail water customers within the
Property will pay the District's standard rates, fees and charges for retail water service, as
amended by the Board of Directors of the District from time to time.
3.2 Reservation Fees.
(a) Developer agrees to pay the Annual Water Supply Reservation Fee to the District
during the Reservation Period. The Annual Water Supply Reservation Fee shall be calculated
annually, and shall be equal to the product of multiplying the Reservation Fee tines the
Reserved LUEs (expressed in acre-feet) as of September 1 of each year of the Reservation
Period (which shall be the LUE Commitment less the total number of active connections within
the Property, or which have been released by Developer as provided below, as of September 1).
The first Reservation Fee payment shall be made by Developer to the District in full on or
before October 1, 2005. All subsequent payments shall be made in full by Developer on or
before October 1 of each year that this Agreement remains in effect. The initial Reservation Fee
payment shall be equal to $23,720.40, calculated by multiplying $53.91 times 1100 Reserved
LUEs times 0.40 (the conversion factor between one acre-foot and one LUE). By way of
example only, if on September 1, 2006 of this Agreement there are 200 active connections (each
equal to 1 LUE) within the Property and the BRA Stored Water Rate remains $53.91 per LUE,
then the Annual Reservation Fee payment by Developer to the District, to be paid on or before
October 1, 2006, would equal:
(1100 LUEs — 200 LUEs) x 0.40 x $53.91 = $ 19,407.60
(b) Notwithstanding subsection (a) above, Developer at any time during the
Reservation Period and upon first giving the District three hundred sixty-five (365) days prior
written notice may reduce the number of Reserved LUEs for which Developer thereafter has to
pay Reservation Fees; provided, however, that the number of Reserved LUEs may never be
reduced to an amount less than the quantity required for service to the number of lots within the
Property. Any such Reserved LUEs so released shall reduce the District's service capacity
reservation to the Property accordingly. The written notice furnished by Developer to the
District shall specify the number of LUEs to be released, and the real property for which the
remaining Reserved LUEs are allocated. The release of LUEs pursuant to this Section shall in
no manner reduce or alter Developer's obligation to provide payment of any other fees and
charges to the District under this Agreement, including fees pursuant to Section 3.3 below. In
the event of a release of LUEs pursuant to this Section, then the provision of service to any real
property for which no Reserved LUEs have been allocated shall require a new application for
non-standard service in accordance with the District's standard rules, regulations and policies.
3.3 Prepayment Amount.
EXHIBIT D WATER SERVICES AGREEMENTS Page 6 of 36
(a) To assist the District's construction of the Major Facilities and/or other facilities
identified in the District's capital improvements plan, the Developer shall pay to the District a
sum (the "Prepayment Amount') equal to One Million Five Hundred Ninety -Five Thousand
Dollars ($1,595,000). Payment shall be made in full to the District in cash or other immediately
available funds on or prior to October 1, 2005.
(b) In consideration for Developer's payment of the Prepayment Amount, the District
shall credit the initial applicants for single family domestic water service within the Property
with the payment of an impact fee for one (1) LUE. The number of applicants that shall be
entitled to credit for payment of an impact fee for one (1) LUE shall be equal to the quotient
obtained by dividing the Prepayment Amount by $2900 (the "Credited LUEs"), or 550
applicants. Notwithstanding the foregoing, in the event the Developer submits an application
for water service for purposes of landscape irrigation, the Developer may simultaneously request
credit against impact fees that would otherwise be owed to the District for the landscape
irrigation meter(s). In the event the Developer makes such a request, then the number of
applicants for singe family domestic water service entitled to credit for payment of impact fees
shall be reduced accordingly.
(c) In the event that Developer fails to timely pay the Prepayment Amount in full to
the District in accordance with this Section 3.3, then the District at its option may terminate this
Agreement for all purposes, in which event the provision of water service to the Property shall
require a new application for non-standard service in accordance with the District's rules. In the
event of such termination, all fees previously paid to the District shall be nonrefundable. In the
event the District elects to not terminate this Agreement upon such failure, then each applicant
for service thereafter shall be required to pay the standard fees and charges for water service set
forth in the District's rules and policies, including impact fees.
(d) The parties specifically acknowledge and agree that the payments to be made by
Developer under this Section 3.3 are impact fees for purposes of Chapter 395, Texas Local
Government Code, and that this Agreement represents a written agreement for payment of
impact fees in response to the Developer's voluntary request for the reservation of capacity in
accordance with Section 395.019, Texas Local Government Code. In the event that any court of
competent jurisdiction or governmental agency determines that the Prepayment Amount is
unlawful and such determination prohibits payment in accordance with this Section 3.3, then the
parties will endeavor in good faith to modify this Agreement as necessary to comply with such
ruling. If any such modification cannot be reached within 30 days, then either party may
terminate this Agreement and the provision of service to the Property will require the
negotiation and execution of a new non-standard service agreement setting forth the terms and
conditions on which service will be made available to the Property.
3.4 Subsequent Impact Fee Payments.
(e) Prior to the date on which Developer files for approval from the City of
Georgetown or other governmental entity with jurisdiction any final plat for a subdivision within
the Property that would result, upon approval and recordation, in more individual lots or LUEs
within the Property than the Credited LUEs, then Developer shall pay, or cause to be paid, to the
District an amount equal to $2,900 multiplied by the number of lots to be final platted. The
Developer shall not record any final plat until the District has signed the plat, thereby evidencing
EXHIBIT D WATER SERVICES AGREEMENTS Page 7 of 36
that it has received payment in full. In return for payment of the foregoing sum, the District shall
credit all applicants for service within the final platted subdivisions with the payment of impact
fees.
(f) In the event that the Developer final plats any subdivisions within the Property
after the expiration of three years after the Effective Date of this Agreement, then the amount of
payment to be made by Developer for each LUE prior to final platting by Developer shall
automatically increase or decrease to the amount of the District's impact fee in effect at the time
of final platting.
(g) In the event that the District amends its impact fee after receipt of payment by
Developer in accordance with this Section 3.4, neither Developer nor any applicant for service
within the Property will be required to provide additional payment to the District or entitled to a
credit or reimbursement from the District.
3.5 Non -Domestic and Larger Meter Service Requests. The District shall not charge any
applicant for standard residential service within the Property an impact fee after receipt by the
District of payment in accordance with Sections 3.3 and 3.4. However, any applicant for service
within the Property that requests service in excess of one LUE (i.e., service in excess of a
standard 3/4-inch meter), for service other than domestic service, or that would result in the
District providing more cumulative service within the Property than the LUE Commitment, will
be required to pay the standard fees and charges for water service set forth in the District's rules
and policies, including impact fees.
3.6 Other Connection Fees and Charges. Each applicant for retail service within the Property
shall be required to pay to the District all standard charges, fees, and deposits for water service
applicable to residential customers of the District, as amended by the Board of Directors from
time to time. Notwithstanding the foregoing, the District agrees to fix its per lot connection fees
and charges at the amounts in effect as of the Effective Date for any applicants for service within
a subdivision in the Property for which Developer has provided payment in accordance with
Section 3.3 above within three (3) years after the Effective Date. The foregoing "lock -in" shall
apply only to fees and charges that are applicable to new connections within the District as a
condition of water service, and shall not apply to volumetric water rates, service deposits, and
other fees and charges that are not specifically and only applicable to new connections to the
District's water system.
3.7 Consultant Fees. Within ten (10) days after the execution of this Agreement and as a
condition precedent to performance by the District under this Agreement, Developer agrees to
pay or cause to be paid to the District the nonrefundable sum of $9,704.80 for legal, engineering,
and administrative fees incurred by the District in connection with the preparation of this
Agreement and prior service availability negotiations. In the event that the District's actual costs
exceed such amount, Developer shall not be required to pay the additional sum to District.
Payment under this section is nonrefundable. If payment is not timely received by the District,
then this Agreement shall terminate for all purposes.
3.8 Engineering Reviews. At the time of submittal of the design of each phase of the Intemal
Facilities, Developer shall submit a payment to the District of five hundred dollars ($500) per
final plat to be served by such phase.
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EXHIBIT D WATER SERVICES AGREEMENTS Page 8 of 36
3.9 Inspection Fees. Developer shall pay the District $75 per lot at the time each design phase is
submitted. The $75 per lot will be used by the District to defray its internal costs for inspecting
Internal Facilities.
IV.
INTERNAL FACILITIES
4.1 Internal Facilities. Developer will construct all Internal Facilities required to extend retail
water services to the customers within the Property from the Transmission Line, including all
facilities and equipment required to connect the Internal Facilities to the Transmission Line.
Upon completion of construction of each phase of the Internal Facilities, the Developer will
provide the District with a certificate of completion from the Developer's engineers certifying
hat the Internal Facilities have been completed in accordance with the approved plans and
specifications. The date upon which the certificate of completion is provided to the District shall
be the "Completion Date." Commencing upon the Completion Date, the District will accept the
completed facilities for operation. Thereafter, the District and Developer will conduct a Closing
in accordance with the procedures set forth in Article VHI, at which Developer will convey the
completed Internal Facilities to the District.
4.2 Design of the Internal Facilities. All physical facilities to be constructed or acquired as a
part of the Internal Facilities will be designed by a qualified registered professional engineer
selected by Developer and approved by the District, which approval will not be unreasonably
withheld or delayed. The design will be subject to the approval of the District and all
governmental agencies with jurisdiction, and shall comply with the City of Georgetown's water
design criteria. The Internal Facilities shall be designed so as to provide continuous and
adequate service within the Property and so as to ensure their compatibility with the District's
existing water system. The Internal Facilities will include any equipment necessary for water
transmission and distribution, water services through the meter box, pressure reducing valves, air
release valves, flow control/shut-off valves, master meters, backflow prevention devices, fire
hydrants, and other equipment as may be specified by the District. The Developer further agrees
to install meter boxes and a flow indicator for fire lines, if any. Any variance to the plans or
specifications approved by the District or specified in this Agreement must be submitted in
writing to the District and is subject to the District's sole discretion and approval. If the Internal
Facilities as constructed by Developer are not in compliance with the agreed specifications
approved by the District, then the District may pursue any remedy provided in this Agreement.
4.3 Bidding and Construction of Facilities.
(a) The Internal Facilities will be constructed, and all related easements, equipment,
materials and supplies will be acquired by Developer in the name of the District, and all
construction contracts and other agreements will contain provisions to the effect that any
contractor, materialman or other party thereto will look solely to Developer for payment of all
sums coming due thereunder and that the District will have no obligation whatsoever to any such
ply
EXHIBIT D WATER SERVICES AGREEMENTS Page 9 of 36
(b) The construction contract and all change orders for the Internal Facilities will be
subject to review and approval by the District, which approval will not be unreasonably withheld
or delayed. All construction contracts and change orders will be prepared in compliance with
any applicable rules and regulations of the TCEQ and any other governmental entity with
jurisdiction.
(c) The construction contracts for the Internal Facilities, including the bid tabulation
and recommended award, will be submitted to the District for review and approval prior to
execution.
(d) During construction, any change orders will be subject to review and approval by
the District.
(e) The Internal Facilities will be constructed in a good and workmanlike manner and
all material used in such construction will be substantially free from defects and fit for their
intended purpose. The District may have an on -site inspector to inspect and approve the
construction, which approval will not be unreasonably withheld or delayed. The Developer shall
not cover or allow to be covered any portion of the Internal Facilities until the District has the
opportunity to inspect the facilities. The District will notify Developer of any construction
defects coming to its attention as soon as practicable. The Developer shall pay the District for
inspections in accordance with the standard fees set forth in the District's rules governing water
service.
(f) Upon completion of construction of each phase of the Internal Facilities, the
Developer agrees to furnish the District with one reproduction, three blue -line copies, and one set
of AUTOCAD 2004 computer files of the as -built or record drawings of each facility promptly
upon completion thereof, and prior to Closing.
(g) The District agrees to furnish to Developer such information as may be
reasonably necessary to confirm that the Internal Facilities will be dedicated to the District and
used for a governmental purposes. The Developer may use such information for purposes of
qualifying for a sales tax exemption, but the District makes no representation or guarantee that
Developer is entitled to any tax exemption.
4.4 Cost of Internal Facilities to be Funded by Developer. Developer will promptly pay the
costs of the Internal Facilities as they become due, including, without limitation, all costs of
design, engineering, materials, labor, construction and inspection arising in connection with the
Internal Facilities; all payments arising under any contracts entered into by Developer for the
construction of the Internal Facilities; all costs incurred by Developer in connection with
obtaining governmental approvals, certificates, permits, easements, rights -of -way, or sites
required as a part of the construction of the Internal Facilities; and all out-of-pocket expenses
incurred in connection with the construction of the Internal Facilities. The District will not be
liable to any contractor, engineer, attorney, materialman or other party employed or contracted
with in connection with the construction of the Internal Facilities.
4.5 Ability to Construct Internal Facilities. If Developer is unable or unwilling to construct
any of the Internal Facilities when required to provide service for development within the
Property, then the District may, but is not obligated to, proceed with construction and installation
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EXHIBIT D WATER SERVICES AGREEMENTS Page 10 of 36
r r.
of the Internal Facilities. If the District proceeds with the construction and installation of any
Internal Facilities, Developer will take no action that would prevent or unreasonably interfere
with the District constructing such facilities or providing water services with such facilities. In
addition, the District will be entitled to offset all costs that it incurs in connection with the
construction of such Internal Facilities against subsequent reimbursement or payment obligations
owed by the District to Developer under this Agreement, and the District shall be entitled to
exercise any other right or remedy which may be available under the laws of the State of Texas
or this Agreement. The District shall have no obligation to provide water service to any portion
of the Property until all Internal Facilities required for service thereto have been completed by
the Developer in accordance with the approved plans and specifications, and accepted by the
District.
V.
CONSTRUCTION CONTRACT MATTERS FOR INTERNAL FACILITIES
5.1 Duty to Repair and Warranty. Except as otherwise specified, Developer agrees to repair
all defects in materials, equipment or workmanship for the Internal Facilities appearing within
one (1) year from the Completion Date to comply with the approved plans and specifications for
the Internal Facilities. Upon receipt of written notice from the District of the discovery of any
defects, the Developer shall promptly and at its own cost remedy the defects and replace any
property damaged therefrom. hi case of emergency where delay would cause serious risk of loss
or damage to the District or its customers, or if the Developer, after notice, fails to proceed
promptly toward such remedy within thirty (30) days or within another period of time which has
been agreed to in writing, the District may have defects in the Internal Facilities corrected in
compliance with the terms of this warranty and guarantee, and Developer shall be liable for all
costs and expenses incurred by the District in so doing.
5.2 Assignment of Warranty Obligations. In addition to the Developer's duty to repair, as set
forth above, the Developer expressly assumes all warranty obligations required by the District
under the approved plans and specifications for specific components, materials, equipment or
workmanship. The Developer may satisfy its duty to repair and warranty by obtaining and
assigning to the District, by written instrument in a form approved by counsel for the District, a
complying warranty from a manufacturer, supplier, or contractor. Where an assigned warranty is
tendered and accepted by the District that does not fully comply with the requirements of the
agreed specifications, the Developer shall remain liable to the District on all elements of the
required warranty that are not provided by the assigned warranty.
5.3 General Requirements for Performance and Payment Bonds.
(a) To ensure that the Internal Facilities are satisfactorily completed, the Developer
shall post a payment bond and performance bond in forms acceptable to the District for all
Internal Facilities.
(b) The District and Developer shall agree upon an estimated cost of construction of
each phase of the Internal Facilities (herein "Cost of the Internal Facilities").
(c) All performance bonds and payment bonds shall be issued in the amount of the
Cost of the Internal Facilities as security for the faithful performance and/or payment of the
it
EXHIBIT D WATER SERVICES AGREEMENTS Page 11 of 36
Developer's obligations under this Agreement. Performance bonds and payment bonds shall be
issued by a solvent U.S. corporate surety acceptable to the District and authorized to do business
in the State of Texas, and shall meet any other requirements established by law or by the District
pursuant to applicable law. The bonds shall be executed or countersigned by a Texas resident
agent.
(d) All bonds shall be in a form that complies with this Agreement and is approved
by counsel for the District. All bonds shall be executed by such sureties as are named in the
current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal
Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the
Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All
bonds signed by an agent must be accompanied by a certified copy of such agent's authority to
act. Any surety duly authorized to do business in Texas may write performance and payment
bonds on a project without reinsurance to the limit of 10 percent of its capital and surplus. Such
a surety must reinsure any obligations over 10 percent.
(e) If the surety on any Bond furnished by the Developer is declared bankrupt or
becomes insolvent or its right to do business in the State of Texas is terminated or it ceases to
meet the requirements of this Agreement, the Developer shall within ten (10) days thereafter
substitute another bond and surety, both of which shall comply with the requirements of this
Agreement.
5.4 Performance Bond. The Developer shall obtain a performance bond from its general
contractor that shall extend and remain in effect through the warranty period as provided in
Section 5.1. The performance bond shall provide that the Developer may assign, without notice
to the performance bond's surety, its rights under the performance bond to the District at
Closing. The Developer shall execute at Closing a written instrument in a form approved by
counsel for the District to assign its rights under the performance bond to the LCRA.
5.5 Payment Bond.
(a) Landowner shall obtain from its general contractor a payment bond for all Internal
Facilities. The payment bond shall remain in effect until proof that all Developer's due payment
in connection with construction of the Internal Facilities, or portion thereof as appropriate,
pursuant to this Agreement have been properly paid, or until the statutory time for notice of
unpaid bills has expired, whichever is later.
(b) Claims on Payment Bonds must be sent directly to the Developer and its Surety in
accordance with §2253.041, Texas Government Code. The District is not responsible in any
manner to a claimant for collection of unpaid bills, and accepts no responsibility because of any
representation by an agent or employee.
5.6 Insurance. Developer shall require that all workers involved with the installation and
construction of the Internal Facilities are covered by workers' compensation insurance as
required by the laws of the State of Texas. Developer shall also procure and maintain, at its own
cost, or require that its contractors procure and maintain, comprehensive general liability
insurance insuring against the risk of bodily injury, property damage, and personal injury
liability occurring from, or arising out of, construction of the internal Facilities, with such
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EXHIBIT D WATER SERVICES AGREEMENTS Page 12 of 36
insurance in the amount of a combined single limit of liability of at least $1,000,000 and a
general aggregate limit of at least $1,000,000. Such insurance coverage shall be maintained in
force at least until the completion, inspection and acceptance of the Internal Facilities by the
District. The District shall be named as an additional 'insured on all such insurance coverages.
VI.
MAJOR FACILITIES
6.1 Facilities to be Constructed by the District. Subject to Developer's compliance with the
terms and conditions of this Agreement, including payment to the District for the costs of the
Transmission Line, the District will construct the Major Facilities, and all other improvements to
the District System (other than the Internal Facilities, which shall be constructed by Developer),
such that the District will be able to provide retail water service to the Property in accordance
with the service commitment set forth in Section 2.1.
6.2 Operation and Maintenance Responsibility. Except as otherwise agreed upon in writing by
the Parties, the District will be responsible for ownership, operation and maintenance of the
Major Facilities.
6.3 Construction of the Major Facilities. The Major Facilities will be constructed by, and all
sites, easements, equipment, materials and supplies will be acquired in the name of, the District.
6.4 Costs of Major Facilities. Provided the Developer furnishes timely payment of the
Prepayment Amount to the District and otherwise complies with its obligations hereunder, the
District shall be responsible for all payments to contractors for the design and construction of the
Major Facilities.
VII.
REAL PROPERTY ACQUISITION
7.1 Easements.
(a) All Internal Facilities located within the Property shall be constructed within
public right of way or within easements conveyed by Developer to the District, as specified by
the District, at no cost to the District. The District shall approve the form of the easements in
advance. The District shall approve the physical location of water lines within public rights -of -
way and public utility easements, when such facilities are authorized to be located therein, to
prevent conflicts with other utilities, road improvements, drainage improvements, or other
utilities.
(b) All water lines that will be utilized by the District to deliver water to adjacent
properties in the future, as determined by the District, shall be located within an exclusive and
perpetual easement dedicated to the District.
(c) Except as otherwise agreed in writing by the District, the Transmission Line shall
be constructed within a perpetual and exclusive easement dedicated to the District and in a form
approved in advance by the District, said easement to be conveyed by Developer to the District
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EXHIBIT D WATER SERVICES AGREEMENTS Page 13 of 36
at no cost to the District. The permanent easement shall be not less than 20-feet wide, with an
overlaying 50-foot wide construction easement, on the Property along and parallel to State
Highway 29.
7.2 Off -Site Real Property Interests. Except as otherwise provided herein, the District is
responsible for securing, at its sole cost and expense, all easements or other real property
interests required for construction of the Major Facilities, or any improvements to the District
System.
VUL
CONVEYANCE AND CLOSING
8.1 Interests to be Acquired. Subject to the conditions set out in this Agreement, the Developer
agrees to convey to the District the following, which are collectively referred to as the "Interests
to be Acquired":
(a) the Internal Facilities, or any portions thereof, when they are finally constructed
and accepted by the District;
(b) all easements necessary for the operation and maintenance of the Internal
Facilities and the Transmission Line, including access easements from public roads. The
easements must have a minimum width of twenty (20) feet, unless otherwise provided by the
District or specified in this Agreement. Such easements shall be at locations approved by the
District and in the form approved by counsel for the District;
(c) all maps, drawings, engineering records, and office records in the possession of
the Developer relating to the Internal Facilities; and,
(d) all of the contracts, leases, warranties, bonds, permits, franchises, and licenses in
the possession of the Developer related to or arising out of the acquisition, construction and
operation of the Interests to be Acquired (the "Contracts").
8.2 Legal Description of Real Property. Prior to Closing, the Developer shall provide the
District with a survey of all real property or easements to be transferred at the Closing to the
District by virtue of this Agreement.
8.3 Manner of Transfer.
(a) Any personal property to be transferred shall be transferred by Bill of Sale and
Assignment free of liens and encumbrances, with a covenant on the part of the Developer that it
is the lawful owner and has a lawful right to transfer and deliver such property.
(b) All easements to be conveyed by Developer to the District at each Closing shall
be in a form approved by counsel to the District.
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EXHIBIT D WATER SERVICES AGREEMENTS Page 14 of 36
(c) All of the Developer's rights, title and interest in and to any contract included
within the Interests to be Acquired shall be transferred to the District by assignment in a form
approved by counsel to the District.
8.4 Title Commitment Review.
(a) At least 20 days prior to any Closing Date, Developer, at its sole cost and
expense, will furnish to the District and the District's counsel a commitment for the issuance of
an owner's policy of title insurance to the District from a title company, committing to insure
any real property to be conveyed to the District at the upcoming Closing, together with good
legible copies of all documents constituting exceptions to title as reflected in the title
commitment and copies of any surveys of the real property in Developer's possession. Any
updates of the surveys will be at the District's sole expense.
(b) The District will have 20 days after receipt of the title commitment and available
surveys with respect to any particular real property to review such title commitment and surveys
and to deliver to the Developer written notice of any objections to the matters set forth in such
title commitment and surveys. Any items to which the District does not object within this 20-
day period will be deemed to be "Permitted Exceptions". As to items to which the District
makes objections, the Developer will have an obligation to cooperate with the District to
effectuate the cure of such objections.
8.5 Title Policy. As soon as reasonably practical after each Closing, the Developer will furnish
the District, at Developer's sole cost and expense, with an owner's policy of title insurance issued
by the Title Company on the standard form in use in the State of Texas, insuring good and
indefeasible title to the applicable real property in the District, subject only to the standard
printed exceptions.
8.6 Costs and Expenses. All costs and expenses in connection with the Closings under this
Agreement will, except as otherwise expressly provided in this Agreement, be borne by the
Developer and the District in the manner in which such costs and expenses are customarily
allocated between the parties at closings of the purchase or sale of real property in the
Georgetown, Texas area.
8.7 Risks Pending Closing.
(a) If, on any Closing Date, any proceeding is pending before any court or
administrative agency of competent jurisdiction, challenging the legal right of either the
Developer or the District to make and perform this Agreement, the Developer and the District,
respectively, will have the right, at any time prior to the Closing Date, to suspend and postpone
the Closing until such right will have been sustained by a final judgment of a court of competent
jurisdiction.
(b) The Developer agrees that, until each Closing, it will maintain insurance in such
amounts as are reasonable and prudent, based on the nature of the facilities, on those components
of the Interests to be Acquired that have not already been conveyed to the District. If, between
the Effective Date and any Closing, any part, whether substantial or minor, of the Interests to be
Acquired to be conveyed are destroyed or rendered useless by fine, flood, wild, or other casualty,
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EXHIBIT D WATER SERVICES AGREEMENTS Page 15 of 36
the District will not be released from its obligations hereunder; however, as to any portion of the
Interests to be Acquired so damaged or destroyed, the Developer will make repairs and
replacements to restore the Interests to be Acquired to their prior condition regardless of whether
the insurance obtained by Developer covers such repair or replacement.
IX.
CONDITIONS, REPRESENTATIONS AND WARRANTIES
9.1Indemnification. DEVELOPER SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS THE DISTRICT, ITS OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DEBTS,
SUITS, CAUSES OF ACTION, LOSSES, DAMAGES, JUDGMENTS, FINES,
PENALTIES, LIABILITIES, AND COSTS, INCLUDING REASONABLE ATTORNEY
FEES AND DEFENSE COSTS INCURRED BY THE DISTRICT ARISING OUT OF OR
RELATING TO: A) THE BREACH OF ANY WARRANTY OR REPRESENTATION OR
OTHER OBLIGATION OF DEVELOPER UNDER THIS AGREEMENT, OR B) THE
DESIGN, CONSTRUCTION OR INSTALLATION OF THE INTERNAL FACILITIES
AND TRANSMISSION LINE. DEVELOPER FURTHER AGREES, TO THE FULLEST
EXTENT PERMITTED BY LAW, TO INDEMNIFY, DEFEND AND HOLD HARMLESS
THE DISTRICT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DEBTS, SUITS, CAUSES OF
ACTION, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, LIABILITIES,
AND COSTS, INCLUDING REASONABLE ATTORNEY FEES AND DEFENSE COSTS
ARISING OUT OF OR RELATING IN ANY WAY TO DEVELOPERS'
NONCOMPLIANCE WITH APPLICABLE LAWS, ORDINANCES AND
REGULATIONS AND/OR FAILURE TO OBTAIN REQUIRED PERMITS) AND
APPROVAL(S) GOVERNING DEVELOPMENT OF THE PROPERTY OR
PERTAINING TO THIS AGREEMENT, EXCEPTING ONLY THOSE DAMAGES,
LIABILITIES, OR COSTS ATTRIBUTABLE TO THE SOLE NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE DISTRICT. This indemnity shall survive the
termination of this Agreement and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, representatives and assigns
9.2 Representations of Developer. With respect to the sale and conveyance of the Interests to
be Acquired to be conveyed by it, the Developer acknowledges, represents and agrees that:
(c) It is an Arizona limited partnership qualified in all respects to conduct business
within the State of Texas;
(d) It has not created or permitted any third person to create any liens, leases, options,
claims, encumbrances or any other adverse rights, claims or interests with respect to the Interests
to be Acquired that will prevent or hinder its ability to transfer good and warrantable title in
same to the District;
(e) It will be the true and lawful owner of the Interests to be Acquired to be conveyed
hereunder and, except as provided under financing documents that will be released at the
respective Closing, no other third person or entity, public or private, will possess a right or
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EXHIBIT D WATER SERVICES AGREEMENTS Page 16 of 36
interest, legal or equitable, nor any lien, encumbrance or other adverse claim, present or
contingent, in or to the Interests to be Acquired;
(f) Except as provided under financing documents that will be released at the
respective Closing, it has not previously sold, assigned, transferred, leased, pledged or
hypothecated its ownership interest in or to Interests to be Acquired and, prior to each Closing
contemplated in this Agreement, will not sell, assign, transfer, lease, pledge, or otherwise
hypothecate any interest in or to the Interests to be Acquired to any third person or entity; except
as provided under financing documents that will be released at the respective Closing;
(g) It has not entered into any agreement, written or oral, with any third party,
wherein any such third party has agreed to reimburse it for the cost of design or construction of
the Interests to be Acquired or any portion thereof, or wherein any third party has acquired a
right to purchase such facilities;
(h) The contemplated transfer of the Interests to be Acquired to the District will not
violate any tern, condition or covenant of any agreement to which it is a party;
(i) Execution of this Agreement and the consummation of the transactions
contemplated hereunder will not constitute an event of default under any contract, covenant or
agreement binding upon it;
0) The contemplated transfer of the Interests to be Acquired to the District will not
violate the provisions of the United States Constitution, the Texas Constitution, or any federal,
state or local law, ordinance or regulation;
(k) It has not previously granted any right or option to any other person, entity or
political subdivision to acquire or use the Interests to be Acquired and agrees to defend and hold
the District harmless from all claims or causes of action asserted by any third person, entity or
political subdivision alleging a right or option to acquire or use the Interests to be Acquired or
any portion thereof;
(1) Except as provided herein, it has not previously entered into any agreement or
caused or otherwise authorized any action that would diminish, eliminate or adversely affect the
District's contemplated ownership or use of the Interests to be Acquired or the value of same;
and
(m) The Developer agrees that each subdivision plat for the Property shall contain
restrictions prohibiting the subdivision of lots within the Property and prohibiting private water
wells for domestic or drinking water purposes.
The District is executing this Agreement and tendering payment under this Agreement in
reliance on each of the warranties and representations set forth above and each such
representation and warranty will survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement.
9.3 Representations of the District. The District represents and warrants to Developer that:
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EXHIBIT D WATER SERVICES AGREEMENTS Page 17 of 36
(a) the District is a political subdivision of the State of Texas duly created by and
validly operating under and pursuant to the provisions of Chapters 49 and 65 of the Texas Water
Code, and has the requisite power and authority to take all necessary action to authorize the
purchase of the Interests to be Acquired from Developer and to execute and deliver this
Agreement and to perform all obligations hereunder;
(b) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the District and the person executing this
Agreement on behalf of the District has been fully authorized and empowered to bind the District
to the terms and provisions of this Agreement;
(c) This Agreement does not contravene any law or any governmental rule, regulation
or order applicable to the District;
(d) The execution and delivery of this Agreement and the performance by the District
of its obligations hereunder do not contravene the provisions of, or constitute a default under, the
terms of any indenture, mortgage, contract, resolution, or other instrument to which the District
is a parry or by which the District is bound;
(e) The contemplated acquisition of the Interests to be Acquired by the District will
not violate any term, condition or covenant of any agreement to which the District is a party;
(f) The contemplated acquisition of the Interests to be Acquired by the District will
not violate the provisions of the United States Constitution, the Texas Constitution, or any
federal, state or local law, ordinance or regulation; and
Developer is executing this Agreement in reliance on each of the warranties and representations
set forth above and each such representation and warranty of the District will survive the
execution and delivery of this Agreement and the consummation of each of the transactions
contemplated by this Agreement.
9.4 Survival of Covenants. The covenants contained in this Article will survive the
conveyance, transfer and assignment of the Interests to be Acquired at all Closings and will
continue to bind the District and Developer as provided herein.
X.
REMEDIES
10.1 District Remedies.
(a) If Developer fails or refuses to timely comply with its obligations hereunder, or if,
prior to any Closing, a Developer's representations, warranties or covenants contained herein are
not true or have been breached, the District will have the right to enforce this Agreement by any
remedy at law or in equity to which it may be entitled; or waive prior to or at Closing as
applicable, the applicable objection or condition and to proceed to close their transaction in
accordance with the remaining terms.
18
EXHIBIT D WATER SERVICES AGREEMENTS Page 18 of 36
(b) If,' after any Closing, the District determines that any of a Developer's
representations, warranties or covenants which applied to the Closing are not true, then the
District may avail itself of any remedy at law or in equity to which it may be entitled.
10.2 Developer Remedies.
(a) If the District fails or refuses to timely comply with its obligations hereunder, or
if, prior to any Closing, the District's representations, warranties or covenants contained. herein
are not true or have been breached, Developer will have the right to enforce this Agreement by
any remedy in equity to which it may be entitled; or waive prior to or at Closing as applicable,
the applicable objection or condition and to proceed to close their transaction in accordance with
the remaining terms.
(b) If, after Closing, a Developer determines that any of the District's representations,
warranties or covenants which applied to the Closing are not true, then the Developer may avail
itself of any remedy in equity to which it may be entitled.
XI.
NOTICES
11.1 Addresses. All notices hereunder from Developer or Developer to the District will be
sufficient if sent by certified mail or facsimile transmission with confirmation of delivery,
addressed to the District to the attention of General Manager, Chisholm Trail Special Utility
District, P.O. Box 249, Florence, Texas 76527, Facsimile (254) 793-3100. All notices hereunder
from the District to Developer will be sufficiently given if sent by certified mail or facsimile
transmission with confirmation of delivery to Developer to the attention of at
Harvard Investments Chris Cacheris
17700 North Pacesetter Way
Scottsdale, Az 85255 XII.
MISCELLANEOUS
12.1 Execution. This Agreement may be simultaneously executed in any number of
counterparts, each of which will serve as an original and, will constitute one and the same
instrument.
12.2 Costs and Expenses. Except as otherwise expressly provided herein, each Party will be
responsible for all costs and expenses incurred by such Parry in connection with the transaction
contemplated by this Agreement.
12.3 Governing Law. This Agreement will be governed by the Constitution and laws of the
State of Texas, except as to matters exclusively controlled by the Constitution and Statutes of the
United States of America.
12.4 Successors and Assigns. The assignment of this Agreement by either Party is prohibited
without the prior written consent of the other Party, which consent will not be unreasonably
withheld. All of the respective covenants, undertakings, and obligations of each of the Parties
will bind that Party and will apply to and bind any successors or assigns of that Party.
19
EXHIBIT D WATER SERVICES AGREEMENTS Page 19 of 36
12.5 Headings. The captions and headings appearing in this Agreement are inserted merely to
facilitate reference and will have no bearing upon its interpretation.
12.6 Partial Invalidity. If any of the terms, covenants or conditions of this Agreement, or the
application of any term, covenant, or condition, is held invalid as to any person or circumstance
by any court with jurisdiction, the remainder of this Agreement, and the application of its terms,
covenants, or conditions to other persons or circumstances, will not be affected.
12.7 Waiver. Any waiver by any Parry of its rights with respect to a default or requirement
under this Agreement will not be deemed a waiver of any subsequent default or other matter.
12.8 Amendments. This Agreement may be amended or modified only by written agreement
duly authorized by the governing body of the District and executed by the duly authorized
representatives of both Parties.
12.9 Cooperation. Each Party agrees to execute and deliver all such other and further
instruments and undertake such actions as are or may become necessary or convenient to
effectuate the purposes and intent of this Agreement.
12.10 Venue. All obligations of the Parties are performable in Williamson County, Texas and
venue for any action arising hereunder will be in Williamson County.
12.11 Third Party Beneficiaries. Except as otherwise expressly provided herein and except
with respect to the Contracts assumed by the District, nothing in this Agreement, express or
implied, is intended to confer upon any person, other than the Parties, any rights, benefits, or
remedies under or by reason of this Agreement.
12.12 Representations. Unless otherwise expressly provided, the representations, warranties,
covenants, indemnities, and other agreements will be deemed to be material and continuing, will
not be merged, and will survive the closing of this transaction and the conveyance and transfer of
the Interests to be Acquired to the District.
12.13 Exhibits. All exhibits attached to this Agreement are hereby incorporated in this
Agreement as if the same were set forth in full in the body of this Agreement.
12.14 Entire Agreement. This Agreement, including the attached exhibits, contains the entire
agreement between the Parties with respect to the hnterests to be Acquired and supersedes all
previous communications, representations, or agreements, either verbal or written, between the
Parties with respect to such matters, including the Letter Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed,
sealed and attested in duplicate by their duly authorized officers, as of the Effective Date.
20
EXHIBIT D WATER SERVICES AGREEMENTS Page 20 of 36
Secretary
CHISHOLM TRAIL SPECIAL UTILITY DISTRICT
By: a Eax'/
Ed Pastor, President
SAN GABRIEL HARVARD LIMITED
PARTNERSHIP
An Arizona limited partnership
By: Georgetown 308, LLC, an Arizona limited liability
corporation, its general partner
By: Harvard Investments, Inc., a Nevada Corporation,
its Mana
2,
By:
Name: Chris"tnac ris
Title: VicePres' ent
EXHIBIT D WATER SERVICES AGREEMENTS Page 21 of 36
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on the /�-J day of n.fAAa !i
2005, by Ed Pastor, President of Chisholm Trail Special Utility District, a conservation and
reclamation district created and functioning under the laws of the State of Texas, on behalf of
said conservation and reclamation district.
.ar BILLIE J. ATKINSON
y4 �E'Y "0Wypgie.gmdTm
(SEAT.) '+sa• ~ MARCH30.�
THE STATE OF TfXAS
f Paal(ux
COUNTY OF Wffat9k99N—
�/
NotaryyPubli tate of Texas
This instrument was acknowledged before me on the fVi - day of =�-
2005, by Chris Cacheris, Vice President of Harvard Investments, Inc., a Nevada corporation,
Manager to Georgetown 308, LLC, general partner to San Gabriel Harvard Limited Partnership,
on behalf of said limited partnership.
Notary Publi , tate of Texas r, 114
Notary Publle Slate ofArmotta
Maacopa County
AUSTIN-1\184703\8 Mary I. Taylor
19227-1 06n012002 0:Exphea 112&%
EXHIBIT D WATER SERVICES AGREEMENTS Page 22 of 36
FIRST AMENDMENT TO
NON-STANDARD WATER SERVICE AGREEMENT
(Shadow Canyon)
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This First Amendment To Non -Standard Water Service Agreement ("Amendment") is
entered into as of the Effective Date, by and among the Chisholm Trail Special Utility District, a
conservation and reclamation district created and functioning under Chapters 49 and 65 of the
Texas Water Code (the "District") and San Gabriel Harvard Limited Partnership, an Arizona
limited partnership (the "Developer").
Recitals
A. WHEREAS, the District and Developer entered into that certain Non -Standard
Water Service Agreement effective September 1, 2005 (the "Service Agreement) setting forth
the terms and conditions pursuant to which the District agreed to provide retail water service to
certain property described therein (the "Property", as defined in the Service Agreement); and
B. WHEREAS, the Service Agreement provides that the District's commitment to
provide water service to any portion of the Property that is not final platted on or before October
1, 2015 shall become null and void upon such date; and
C. WHEREAS, as a result of general economic conditions, final platting of the
Property has been delayed, and the Developer has requested that the deadline for platting be
extended until October 1, 2020; and
D. WHEREAS, the Parties desire to amend the Service Agreement in order to extend
the platting deadline.
NOW, THEREFORE, in exchange for the mutual benefits to be derived from this
Amendment, the sufficiency of which is hereby acknowledged, the District and the Developer
hereby agree as follows:
1. The Parties agree that the first sentence in Section 2.1(c) of the Service
Agreement is hereby amended to read in its entirety as follows:
"(c) The District's commitment to provide water service to any portion of the
Property that is not final platted on or before October 1, 2020 shall become null
and void upon such date."
2. This Amendment may be simultaneously executed in any number of
counterparts, each of which will serve as an original and, will constitute one and the same
instrument.
3. All other terms, conditions and provisions set out in the Service Agreement, and
its exhibits, except as specifically amended herein, shall remain in full force and effect.
EXHIBIT D WATER SERVICES AGREEMENTS Page 23 of 36
4. All capitalized terms in this Amendment that are not otherwise defined herein
shall have the meanings set forth in the Service Agreement.
5. The Effective Date of this Amendment shall be the date on which it has been
executed by all the Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed, sealed and attested by their duly authorized officers, as of the Effective Date.
AT7
B3
CHISHOLM TRAIL SPECIAL UTILITY DISTRICT
By:- ✓ Qdt�d���
Pat Gower, President
SAN GABRIEL HARVARD LIMITED
PARTNERSHIP
An Arizona limited partnership
By: Georgetown 308, LLC, an Arizona limited liability
corporation, its general partner
By: Harvard Investments, Inc., a Nevada
Corporaits Mana r,
BY:
N /o-/ r
Title: V l?. 1
EXHIBIT D WATER SERVICES AGREEMENTS Page 24 of 36
THE STATE OF TEXAS
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the P9 day of
2013, by Pat Gower, President of Chisholm Trail Special Utility District a conservation and
reclamation district created and functioning under the laws of the State of Texas, on behalf of
said conservation and reclamation district.
of Texas
LINDA RUTH WNI1E
Notary Public, State of Texas
(SEAL) My Commission Expires
118 May 24. 2016
THE STATE OF ARIZONA
COUNTY OF Maricopa
This instrument was acknowledged before me on the 5 ° day of September, 2013, by
Christopher J. Cacheris, the Vice President of Harvard Investments, Inc., a Nevada corporation,
M C., general partner of San Gabrie Harvard Limited
P S.lMy
n beh $.sWddFimited artnership.
Notary Public - ArInne
Markops County
Comm. Expires Oct 21. 20 otary Publi , tate of A 'zona
Description of document this Arizona notarial certificate is being attached to:
Type/Title
First Amendment to Non -Standard Water Service
Agreement (Shadow Canyon)
Date of Document
Effective Date (signed by Christopher J. Cacheris 9/5/13)
Number of Pages
3
Additional Signers (other than those
named in the notarial certificate
Pat Gower
EXHIBIT D WATER SERVICES AGREEMENTS Page 25 of 36
49
11 PGS 2015009037
ASSN
ASSIGNMENT OF
ASSIGNMENT OF WATER LIVING UNIT EQUIVALENTS AND WATER
iCREDITS (this "Assignment') is entered into as of November Q_, 2014 (the
by and between SAN GABRIEL HARVARD LIMITED
3IP, izona limited partnership ("Assignor'), 278 GEORGETOWN,
n 'Assignee"), CffiSHOLM TRAIL
SPECIAL UTILITY
a c nse and reclamation district created and functioning under Chapters
s ater Code (the "Water District"), and THE CITY
OF
i e ome-rule municipal corporation ("Georgetown").
A. Assi o is a
the Water District a d As
Amendment To Non -
Acre Tract') to receive, 'k g
capacity (the "Total Water IJUEfr
living unit equivalents in the
No/100 Dollars ($1,595,000.00
Credits'), subject to the terms and
B. On the Effective Date, As
278.212 acres of land out of the 308 Acre
Exhibit "A" (the "Acquired Property"), fr
RECITALS
, tain Non -Standard Water Service Agreement between
or about September 1, 2005 (as amended by the First
ce Agreement, dated effective September 19, 2013, the
>ignor's approximate 308-acre tract of land (the "308
�gs, (i 1100 living unit equivalents of water service
e c rtain prepaid water impact fee credits for 550
e on Five Hundred Ninety Five Thousand and
1 been paid by Assignor (the "Water Impact Fee
is of such VON Service Agreement.
C. In addition to the Acquired PropM
hundred (600) of the Total Water LUEs (the "Assis
remaining five hundred (500) LUEs of the Total
Credits for the benefit of the Acquired Property.
D. Pursuant to this Assignment, Assignor
to Assignee, and Assignee desires to accept and a
Water Impact Fee Credits.
among other things, approximately
iption of which is attached hereto as
E. The Water District and Georgetown entered into
System Consolidation Agreement on or about October 15, 2013,
Agreement on or about September 12, 2014, whereby the Water D
and assigned most of its contracts to Georgetown.
acquiring from Assignor (i) six
' ), with Assignor reserving the
and (ii) the Water hnpact Fee
AGREEMENT AND ASSIGNMENT
transfer, and convey
Vater LUEs and the
NOW, THEREFORE, for and in consideration of the mutual promises
parties, and other good and valuable consideration, including the sum of Ten
the receipt and sufficiency of which are hereby acknowledged, the Water Dist
Ass pment of Water LUFs end Water Impact Fee Credhs— Shadow Canyon
11461457v.6
EXHIBIT D WATER SERVICES AGREEMENTS
and Utility
lent to said
of its assets
\/ F el
Page 26 of
201
2of11
, and Assignee agree as follows:
Assignment and Assumption of Assigned Water LUEs and Water I>slpact Fee
ct to the terms of Section 3 below and the terms and conditions of the Water Service
ssignor hereby assigns, transfers, and conveys to Assignee, and Assignee hereby
Wme -Begn Assignor, (i) the Assigned Water LUEs, and (ii) the Water Impact Fee
On in b ations. Assignee agrees that Assignor shall have no further
obligati s r th e 'ce Agreement to perform any obligations thereunder with respect
to the Ass' a at or the Water Impact Fee Credits, or otherwise with respect to the
Acquired P pe Assignee agrees that all such obligations shall be the obligations of
Assignee, who er sumes such obligations. In this regard, and pursuant to the assignment
set forth in Se ctr n be s gnee j�reby agrees to pay to Georgetown 54.55% of the Annual
Water Supply Rese a on fe t d to the Water District as of October 1, 2014, is now due
to Georgetown, but no et cu and invoiced, based on the number of "Reserved LUEs"
(as the term is defin m W er ervice Agreement) as of September 1, 2014, pursuant to
Section 3.2 of the Water ery A eme t. The obligations of Assignee hereby assumed include,
without limitation, the obh a ' n to y he Re ervation Fee attributable to the Assigned Water
LUEs pursuant to Section 3 anto su t pact Fee Payments pursuant to Section 3.4
attributable to the Acquired erty ay engineering review fee and all inspection fees
and other fees attributable to operty, and (iii) construct all additional Internal
Facilities with respect to the Acq ed operty as r pursuant to Article IV of the Water
Service Agreement, and perform all gations un Artic V, Article VII and Article VIII of the
Water Service Agreement with respect to the ern rli es required to provide service to the
Acquired Property. Assignee specifically um s' or' obligations under Section 9.1 of the
Water Service Agreement with respect to e a non ompliance of Assignee relating to the
Acquired Property.
3. Consent of Georgetown. Pursuant t ass' ent set forth in Section 5 below,
Georgetown hereby consents to the assignment by ssr r h under, as required pursuant to the
terms of the Water Service Agreement.\
4. Further Assurances. Assignor, Assignee, 4e aterWtri t and Georgetown will
take such further actions, and execute and deliver such ful er d u ts, the other party may
reasonably request for the purpose of more fully effectuating e ' e ' g the transactions
contemplated by this Assignment.
5. Consent to Assignment. Assignor and Assignee h b a ann
SALE, ASSUMPTION, ASSIGNMENT, TRANSFER, OR DEL
Agreement by the Water District to Georgetown as of the date here o el
Water District's rights, benefits, and privileges and all of the Water Distri s d e
obligations under, or arising in connection with, the Water Service Agreem t
Agreement is hereby amended to reflect this consent. The Water District has O
ASSUMED, TRANSFERRED, OR DELIVERED the Water Service Agreement
which has assumed all the Water District's obligations thereunder.
Assignment of Wetc LUEs and Wma Impact I m Ltrdits —Shadow Canyon
11461457v.6
EXHIBIT D WATER SERVICES AGREEMENTS
t to the
Service
I of the
ies. and
Vof
Page
201
3of11
``—�6. CCN. The parties understand and acknowledge that the 308 Acre Tract is currently
oc ted ithin the water certificate and convenience service area of the Water District. However,
y c act Georgetown owns and operates the water system that will serve the 308 Acre Tract.
e ter District water certificate and convenience and necessity is transferred to
r Georgetown otherwise acquires a water certificate of convenience and necessity
at QjcJudes e Tract, retail customers on the 308 Acre Tract will be considered retail
w r cus of ater District. The Assignor and Assignee hereby agree to support and
not ec or' o ose any efforts by Georgetown to acquire or seek transfer of a water
certifi tE o on niencean necessity that would include the 308 Acre Tract.
7. ce e l! This Assignment shall be governed by and construed in
accordance tth e 1 s of the State of Texas. No amendments to this Assignment shall be
effective, unl s wn ' g and signed by each of the parties. This Assignment may be
executed in mu tpl coynip s, eachof which shall be deemed an original, but all of which
shall constitute on an the §§�a a in ent.
pages follow.]
0
Assignment of Water L11Fs and Water Impact Fee Credits —Shadow Canyon
11461457v.6
EXHIBIT D WATER SERVICES AGREEMEI
201
4of11
ASSIGNOR:
SAN GABRIEL HARVARD LEWMD PARTNERSHIP,
an Arizona limited partnership
By: Georgetown 308, L.L.C.,
an Arizona limited liability company,
its general partner
/ s ) By:
Harvard Investments, Inc.,
a Nevada corporation,
its Manager
Nam . 'stop er J. Cacheris
Title_ Vice Pre ident
STATE OF 1 Irv.I
J
COUNTY OF 1 I IG §
This instrument was acknowl ged beforejma€
Christopher J. Cacheris, Vice President of
Manager of Georgetown 308, L.L.C., an
San Gabriel Harvard Limited Partnership,
entities.
Not
MARY I. TAYLOR Not
Notary Public - Arizona
Maricopa County
• My Comm. Expires Oct 28. 2016
Assignment ofWat,=LUEs and Wm LnpdF'a Credits—Sbadow Canyon
11461457v.6
EXHIBIT D
on ' the b� day of November, 2014, by
nts, Inc., a Nevada corporation, as
lA H ility company, as general partner of
5na.lifitited partnership, on behalf of those
WATER SERVICES AGREEME
2015009037\Pane 5 of 11
ASSIGNEE:
278 GEORGETOWN, INC.,
a Texas corporation
Name: Jos Aub
Title: Pres dent
STATE OF
COUNTY(
This
Straub, Pres
[seal]
Assigmmt of Wa
11461457v.6
201
6of11
COUNTY
District
[seal]
Assignment of Water LUFs and Waler Impact Fee credits— Shadow Canyon
11461457v.6
201 by r�i}
on alf of said, hishohn Trail Special
7of11
STATE
COUNTY
This instramentWE
mt'%'h2
[seal]
slate of
Comm. EXP. I
CITY OF GEORGETOWN, TEXAS
By: LV1
Name: .A A L tr V6 5 5
Title: qg &UQ4'Z-
me on FfWry9, 2014?- by DALE- Ross ,
rC-XAS , on behaljW said City of Georgetown, Texas.
iblic, State of Texas
printed name:nPSsic w 9%a —fTLF
0
AssignmentofWa LUESand Water hnpwt F=Cmdits—Shadow Canyon
11461457v.6
EXHIBIT D WATER SERVICES AGREEMENTS
e7
Page 32 of
201
8of11
s►•4: ut
LEGAL DESCRIPTION OF THE ACOUERED PROPERTY
the
northerlyNo
Partnersship IMTdi
conveyed to M
No. 2007014835 of
northerly Northeast c
of land, situated in the Isaac Donagan Survey, Abstract No. 178 and the
vey, Abstract No. 608, in Williamson County, Texas, said land being a
tract of land, called 307.949 acres, as conveyed to San Gabriel Harvard
in Arizona limited partnership, by deed recorded as Document No.
Public Records of Williamson County, Texas. Surveyed on the
e 2014, under the supervision of Brian P. Peterson, Registered
and being more particularly described as follows;
on the south line of State Highway No. 29, marking the most
e-referenced 307.948 acre San Gabriel Harvard Limited
*Amer of that certain tract of land, called 10,550 acres, as
�C, a Texas limited liability company, of record as Document
V4 Records of Williamson County, Texas, for the most
THENCE, S 4'31'00" W, 1.55 met
307.848 acre San Gabriel I
the said 10.550 acre MCC Dev
A marking an interior comer of the said
tract, being the most westerly corner of
tract, for An interior comer hereof;
THENCE, along the northeasterly'line of the
Partnership tract, and the southv ly I' t]
tract, S 72048'45" E. 556.79 feet to an ' n pi
found; and N 69'18'00" E, 197.85 feet to 60
easterly Northeast corner of the said 307.84 re
being an interior comer of the said 10.55D acre
easterly Northeast comer hereof;
we San Gabriel Harvard Limited
i0 acre MGC Developmer, LLC,
!2'15" E, 70.62 feet to an iron pin
a 14" Live Oak, marking the most
1,kw d Limited Partnership tract,
THENCE, along the east line of the said 307.848
tract, S 26001115" E, 51.61 feet to an iron pin foImarMOC Development, LLC, tract, being the most wattre, Tract Five, Parcel Thee, as conveyed t
Robertson, Jay Leon Wolf, Jr., and Iva Wolf McLachlan, by
2009090679 of the Official Public Records of Williamson Col
LLC, tract, for the most
the west line of the said 291.09 acre Hmdelang, et al, tract, S 21009
pin found; (an iron pin found bears N 43'51" W, 2.64 feet and a nail by
190 feet); S 21'17'001 E, 391.76 feet to an iron pin found; S 24'58' 15'
pin found; 5 19'39'00" E. 207.78 feet to an iron pin found; S 21'58'45"
pin found; S 20'56' 15" E, 911.34 feet to an iron pin found and S 21141
Assignment of Water LUEs and Water Impact Fee Credits — Shadow Canyon
11461457v.6
EXHIBIT D WATER SERVICES AGREEMENTS
Limited Partnership
3t comer of the said
that certain 291.09
Wang- Susan Jane
ocNo.
ument g along
to an iron
'ss' n
9iron
w t9prto an
a
Page 33 of
2015009OMPage 9 of 11
nqu-pin on, or near, the south line of the Isaac Donagan Survey, A-178, being the north
itte f in mpson Survey, A-608, marking a southwesterly comer of the said 29I.09
ang, et tract, being on the north line of that eertam tract of land, called 457 acres,
yed to by deed as recorded in Volume 345, Page 460, of the Deed Records of
T , for the most easterly Southcast comer of the said 307.848 acre San
and ers* tract, for the Southeast comer hereof;
a y line of the said 307,848 acre San Gabriel Harvard Limited
P i 4 0" W, at 215.93 feet pass an iron pipe set, for a total distance of
295.15 o a int the center of the South San Gabriel River, being the south line of
the said 457 G an the line of that certain First Tract, called 104920 acres, as
conveyed to A. f Weir, by deed as recorded in Volume 522, Page 451, of
the Deed Reco a anty, Texas, for the most westerly Southeast comer of the
said 307.848 acre San united Partnership tract, for the most westerly Southeast
comer hereof, r�
v
THENCE, upstram alo tb her 'd San Gabriel River, with its meanders
being the south line of the sat 307 Gabriel Harvard Limited Partnership tract, and
the north line of the said 1048 W ' First Tract, N 81059100" W, passing the said north
litre of the Joseph Thompson S A-608, be- 'd south line of the Isaac Donagan
Survey, A-178, being the record most westerly o the 'd 457 acre Guy tract, for a total
distance of 644.97 feet; S 55005'15" W, 51 2 00' S" W, passing the said south line
of the said Isaac Donagan Survey, A-1 the line of the Joseph Thompson
Survey, A-608, for a total distance 1, .01 S 69°07'15" W, 32636 feet;
S 85°41' 15" W, 621.76 feet; S 57010' 15" W, ' 15" W, 755.32 feet to a point
at, or neat' the Northwest corner of the said ] 048 2 F rst Tract, being the Northeast
comer of that certain tray of land, called 190.40 yed to TOMS Crashed Stone
Company by deed as recorded in Volume 743, P 47, of Records of Williamson
County, Texas, and S 75048'15" W, 116.10 feet to a porn[ th comer of the said
307.948 acre San Gabriel Harvard Limited Partnership th southerly Soutbeast
comer of that certain tract of land, called 103.9327 acres, ye L, Brown and
wife, Beverly D. Brown, by heed as recorded in Volume 218 , of Official Records
of Williamson County, Texas, for the Southwest comer hereof
THENCE, N 1028115" W, at 39.61 feet, pass a 1" bar found, pas a of the
Joseph Thompson Survey, A-608, being the said south line of the I S cy, -178,
for a total distance of 1,642.61 feet, in ail, to an imn pin fohmd g so y
Northwest comer of the said 307.948 acre San Gabriel Harm" Limited P p b
an interior comer of the said 103.9327 acre Brown tract, for an interior corner f
Assignment of WaterLUPs and Water Impact Pee Credits —Shadow Canyon P e 9
11461457v.6
EXHIBIT D WATER SERVICES AGREEMENTS Page 34 of
201
10 of 11
anIron pittoanr n
feet to 4
Northwest
N 84°56'00" E, 498.38 feet to an iron pin found marking an interior comer of the said
:re San Gabriel Harvard Limited Partnership tract, Ding the most easterly Southeast
said .9327 acre Brown tract, for an interior comer hereof;
line of the said 307.848 acre San Gabriel Harvard Limited Partnership
Fsaid 1039327 acre Brown tract, N 9°54'45" W, 350.05 feet to an
I W, 383.76 feet to an iron pin found; N 4°47'00" E, 575.94 feet to
15" W, 192.14 feet to an iron pin found; N 40°32' 15" E, 13.02 feet
'15'45" E, 343.66 feet to an iton pia found and N 2°1l'15" W, 319.98
i l j 1°56'00" W, 174.07 feet to an iron pin set for the most westerly
THENCE, N 8 e33 ' E, 24W.6Xfbarto an iron pin set at the beginning of a curve to the right
(Radius = 345.0 bears N 64°42'00" E, 154.79 fee), along the said curve for
an arc distance of 15 , 2 to9(ir;kttTin set and N 77°40'W' E, 499.83 feet to an iron pin set
for an interior comer lit
THENCE, N 20°IIZV 4Q wart set at the beginning of a curve to the right,
(Radius - 150.00 feet Long N 8'00" E, 21123 feet), along the said curve for
an arc distance of 235.76 feet iro m set for the outhwest corner of Lot 1 of Shadow
Canyon Commercial, Section 2, sion of rd Document No. 2010086635 of the
Official Public Records of Williamson County, ng along the Southwest line of the
said Lot I of Shadow Canyon Cammere S 2, on a curve to the right, (Radius =
150.00 feet, Long Chord bears S 67°51' E 12.1 eet) arc distance of 235.61 feet to an
iron pin set; S 22°52' 15" E, 68.23 feet to iron pm the beginning of a curve to the left,
(Radius = 797.62 feet, Long Chord bears S 340. f)et) and along the said curve
for an arc distance of 343.43 feet to an iron pin fo most southerly comer of the
said Lot 1 of Shadow Canyon Commercial, Sectio 2 rot r comer hereof,
THENCE, N 9°46'45" E, at 655.00 feet, more or less o5om
of Shadow Canyon Commercial, Section 2, being the m:L4.,
Commercial, Section 1, a subdivision of record in CabinWilliamson County, Texas, and continuing along the
Commercial, Section 1, for a total distance of 727.84 feet,
beginning of a curve to the let (Radius = 567.50 feet, Long
feet) along the said curve for an arc distance of 262A4 feet
N 16-33.45" W, at 97.42 feet pass the Southeast comer of that cer
of an acre Dedicated for ROW on the said Shadow Canyon Comr
distance of 114.92 feet, in all, to a brass disc in a concrete monument found
of State Highway No. 29, being the north line of the said 307.849 acre
Assignment of Water LUFs and Water Impact Fee Credits - Shadow Canyon
11461457v.6
ier of the said Lot I
of Shadow Canyon
ate Plat Records of
EXHIBIT D WATER SERVICES AGREEMENTS
v Canyon
and at the
W, 260.11
d and
an
0.10
for tal
f
IQ
O
Pa 0
Page 35 of
201
11 of 11
tract, marking the Northeast comer of the said Shadow Canyon Commercial,
ist northerly Northwest corner hereof;
south line of State Highway No, 29, N 73028'4r 13, 289.39 feet to the
containing 278.212 acres of land.
L Brian F. P
was made on gins
knowledge and be e
To certify which, wit
ZL'4- day of
Texas Central State Plane
KNOW ALL MEN BY THESE PRESENTS
yonal Land Surveyor, do hereby certify that this survey
legally described herein and Is correct, to the best of my
at Georgetown, Williamson County. Texas, this the
Peterson
Of Texas
No. 22216-278.212
m
,
Assignment of Watal UB and Water Impact Fee Credits —Shadow Canyon
11461457v.6
AND RECORDED
LIC RECORDS 2015009037
S" k;' .
EXHIBIT D WATER SERVICES AGREEMENTS
County Clerk
ty, Texas
45 11:15 AN
P II
Page 36 of
P14 RRSGS 2014094144
PARTIAL ASSIGNMENT OF PERMITS
Partial Assignment of 10(a) incidental Take Permit, 404 Nationwide Permit, and
kpPinion ("Assi ng ment") is made and entered into as of the date set forth below by
OL HARVARD LIMITED PARTNERSHIP, an Arizona limited partnership
(( nd or the benefit of 278 GEORGETOWN, INC., a Texas corporation
(AsoNxei and Assignee are sometimes referred to herein collectively as the
A. r
Williamson u
Exhibit A attac e
Assignee plans tol
improvements and
B. In
RECITALS
this date conveyed to Assignee certain real property located in
re particularly described as the 278.212 acre tract described on
I inco orated herein for all purposes (the "Property),"and
Pr rl as a single family residential subdivision with related
agreed to assign and trans'fe nto
to, or committed to Assi or(jii
preserved in perpetuity by As ' n
Ranch Mitigation Bank) to the
10(a) incidental Take Permit No.
Interior, U.S. Fish and Wildlife Se
C. In connection with the
veyance of the Property to Assignee, Assignor has
the ' is that are owned by, possessed by, afforded
3W g en-cheeked warbler habitat that has been
m3,p6rchase of mitigation credits from Hickory Pass
Wil to the Property, pursuant to that certain Section
13-0 issu the United States Department of the
SEMyf on Jul 26, 2007 (the "1TP" ).
agreed tor assign and transfer unto Assign
by, afforded to, or committed to Assignor, the ext
certain February 13, 2013 Nationwide Permit 2 app
to place fill in regulated waters of the United Stat st
of Engineers ("USAGE') pursuant to Section 40 ot✓
including rights under that certain April 7, 2014 d
as well as the final biological opinion to be issued by
(the ,.Bo,,) 2
D. The ITP, the 404 NWP, and the BQ are
"Permits".
Yroperty to Assignee, Assignor has
are, or may be, owned by, possessed
Yd to the Property, pursuant to that
o ssignor requesting authorization
ed o the United States Army Corps
l n Water Act (the "404 NWP")�,
al pi
'on issued by the USFWS,
JSG�P54an related to the 404 NWP
E. Assignor and Assignee agree to work together p(
to include and add Assignee as an additional permittee under the
F. Assignor has retained certain real property located in Wi
consisting of approximately 29.636 acres more particularly described
' USACE Project No. SWF-2009-00459
Z USFWS Consultation No. 02ETA000-2014-F-0019
to herein as the
the Permits
Texas,
EXHIBIT E Environmental Permits
Page 1 of
201
PZ-1a V
re and incorporated herein for all purposes (the "Assignor Retained Prooertv") to which the
rmi apply.
G. Assignor and Assignee desire to make and enter into this Assignment as
erejrraT�r s t forth.
AGREEMENT
rd
T for and in consideration of the premises herein stated, and other
goodable t n, the receipt and sufficiency of which are hereby acknowledged,
Assisi e as follows:
1. A . ent. signor has this day ASSIGNED, TRANSFERRED and
CONVEYED and y t e r ents es ASSIGN, TRANSFER and CONVEY unto Assignee
all of Assignor's i t tit]. d ' re in and to the Permits, to the extent (but only to the
extent) that the s e re to an concern the Property (and not any other property) (the
"Assigned Rights' , to O HOLD same unto Assignee, its successors and assigns,
and Assignor does he y nd A si r, its successors and assigns, to warrant and forever
defend all and singuI said s d Ri is unto Assignee, its successors and assigns,
against every person whom a rwfu cjaiffii4 or to claim the same or any part thereof.
2. Assumption. Ashjgfi agr
compliance with all aspects of P its
development by Assignee of the oject on
right, title, obligation or duty under the Perm
the generality of the foregoing, Assign
assumes all mitigation, monitoring, and re oc
comply with all obligations related to the
strict compliance with that certain June i
Conservation Plan for the Shadow Canyon Pi
successors and assigns, further covenants to j
to assume full and complete responsibility for
in connee(hi with ownership of the Property and
under the ITP with regard to all of the habitat-4=
"Transferred Preserve Areas"), including the obligation
Areas be held and managed by an entity known as "The
If all or any portion of the Transferred Preserve Areas
profit entity that assumes the obligations under the ITP
nd Assignor shall have no further
n to the Property. Without limiting
successors and assigns, expressly
required by the ITP, to perform and
ITP, and to at all times maintain
E vironmental Assessment/Habitat
P"). Assignee, for itself and its
and comply with all obligations
areas overed by the ITP (the
rre ha the Transferred Preserve
ow on.,Owners' Association."
Areas, then Assignee shall be released from its obligations
Preserve Areas when (a) the transfer is approved by the USY
Assignee from such obligations.
3. Assignor Retained Rights and Obligations. Assignor Wfie
right, title and interest in and to the Permits, to the extent that the same r at
Assignor Retained Property. Assignor, for itself and its successors and assi
to Assignee to perform and comply with obligations under the ITP with
Assignor Retained Property to which the ITP applies, if any.
amentai or non-
>ferred Preserve
the Transferred
%FWS releases
the
EXHIBIT E Environmental Permits
Page 2 of
RVISN1
4. Additional Covenants. Assignor covenants and agrees that it shall not seek any
bents to any of the Permits or take any other actions that would materially impair or
with (i) development by Assignee of the Project on the Property, or (ii) Assignee's
to co ply with all assumed obligations under the Permits. Assignee covenants and agrees,
fi t the other obligations assumed hereunder, that it shall maintain the Permits in full
d e d tit shall not seek any amendments to any of the Permits or take any other
oul r or interfere with (i) the development or marketability of any Assignor
o is any of the Permits apply, or (ii) Assignor's retained rights under the
5. ern
Ito the con y e
amend each d th
such Permit. Assi
execute such lette
be necessary in c
assistance shall not
Mus. Assignor and Assignee agree and acknowledge that subsequent
Property to Assignee, the Parties will work together post -closing to
to clude and add the Assignee as an additional permittee under each
ss gnee all cooperate fully with and assist each other and shall
aKOs, ents, documents, materials or other information as may
n appropriate activities hereunder, which cooperation and
on y� held, conditioned or delayed.
6. Indemnity: si
Assignor for any and all kdm
(including reasonable attome
breach of any covenant or agn
assumed hereunder, including
monitoring, or reporting obligation's` require
comply with all obligations related to the Pr
compliance with the EA/HCP, and to 0
Preserve Areas. Assignor hereby agrees i
any and all damages, fines, enforcement pen
attorneys' fees), and other costs arising out
agreement in this Assignment or failure to p
the Permits.
F
s toindemnify, defend and hold harmless
o cement penalties, losses, claims, expenses
costs arising out of or related to Assignee's
Assignment or failure to perform any obligations
ation, s nee's failure to perform mitigation,
d b e IT as to the Property, to perform and
erty r th ITP, to at all times maintain strict
s o gat ns with respect to the Transferred
n , end and hold harmless Assignee for
ties, to . s, expenses (including reasonable
or re a to ssi nor's breach of any covenant or
erfo a ga ions retained by Assignor under
Recitals. The above recitals are
8. Headings. The headings and captions in
only, and shall not control or affect the meaning or i
Assignment.
purposes.
9. Severability. If any clause or provision of this Asfie
unenforceable under the present laws, then it is the intention of P
remainder of this Assignment shall not be affected thereby, and it is o
Parties that in lieu of each clause or provision of this Assignment th i
unenforceable, there be added as a part of this Assignment a clause or p c
terms to such illegal, invalid or unenforceable clause or provision as may
legal, valid and enforceable.
3
for convenience
irovision of this
invalid or
) that the
bp of the
t�alid or
sux}ilar in
EXHIBIT E Environmental Permits
Page 3 of
Er -TER
10. Entire Agreement. This Assignment constitutes the entire agreement and
anding between the Parties with respect to the Permits and related rights and obligations
rties related thereto, and supersedes all prior agreements and understandings, if any,
ping a subject matter hereof.
11. din Effect. All of the terms, provisions, covenants and conditions set forth
ein a b' upon and shall inure to the benefit of the Parties hereto and their
12. Co ". facsimile Sienatures. Multiple copies of this Assignment may be
executed i nnssignatures of the Parties hereto. Each such executed copy shall have
the full for a original executed instrument. To facilitate the execution of this
Assignment, e s may ecute and exchange by email or facsimile transmission scanned
or facsimile coun rp o th s As ' nment with handwritten signatures, and such scans or
facsimiles shall be de d a ' n_akdoective for all purposes.
Executed to be
M
day of November, 2014.
Following Page.]
0
EXHIBIT E Environmental Permits
V
Page4
201
5of15
An
SIGNATURE PAGE
LIMITED PARTNERSHIP
i, L.L.C., an Arizona
company, its general partner
Inc., a Nevada corporation,
STATE OF �6-1004_ �/
COUNTY OF MbgrlM §
This instrument was acknowledged befor me o
Christopher J. Cacheris, Vice President ifHarvard veManager of Georgetown 308, L.L.C., an izona 1' iSan Gabriel Harvard Limited Partnershan A 'zohw
corporation, limited liability company and limited p
MARY I. TAYLOR
Notary Public - Arizona
Msricops county
*MY Comm. Expires Oct 26, 2 116
day of November, 2014, by
Inc., a Nevada corporation, as
company, as general partner of
partnership, on behalf of said
EXHIBIT E Environmental Permil
201
6of16
GNATUREPAGE
VaOWLEDGENIENT
STATE OF TEXAS
r /\
COUNTY OF _- ILFYf/ l $ /
This instrument was acknowl,
W. Straub, the President of
corporation.
on the
0
9 day of Nov mber, 2014, by Joseph
[exaspcorpo Lion, on behalf of said
D. KH
Rate of -r
., t a7,1.ypt6
EXHIBIT E
Environmental Permits
Page 6
7of16
�o s
EXHIBIT A
Property Description
for Sat Gabict l rmvad Liciited rartawbip
B • 2 12 notes. of land, vtnmed in tba Isaac DOWJaa Smvty, A65tmet No. 178 and the
Survey, Abase( No. 6M, in Ndliawan Covnry, Trxm said land being a
iof tract of land, called 307.848 a t=, as eamzy-ed to San Gabriel Harvard
tcd v Arizona IWDed pmmersh4% by decd mmrded as flocamenf "-Ko-
20t1 ciel Public Itixvrdn ofWillimoxtu County, i«at. Suncyed on the
dos th of Juno, 7DI4, a -de, the aq=vision of Brian F. Pelasmt Rcgisfored
P i Survtyar, atd being EUM, 11tubaly deauiheJ ns Co Ih . ;
ffi an iron fatted an thcsoudt line bfStatc Hip[iwayNo. 24, marking tha mast
nor of.dw nvc4efrasoeed 307.848 sew Soo Onbriel Harvard Limited
shipy Nm� of that emtai:t tract nC7snd. called 14.55(1 actxa, as
m , s Texas Imiitedliab*- a npany, ofrxord as rAnauntat
No. 200 .t f 0 " Public Rr vnii of Wll is qoo Canmv. Toms, for the most
nmtbRriy N
7'fIf24CE, S4 v' to o mm pin feumd mackutg at imedor cone[ af dtc said
307.848 ace San G 'ai MM being the most waicdy weer of
the Said 1CS50 Sue G an interior Coma bm',of;
MONCF, Stang the f of -d 307,849 acre San Gnbricl 1btiverd Lindttd
Partaatship hart, and 111 edy of tie said 1035t1 ante MGC fMeuaupnteny LLC,
#lacy S 72'48'45".G 556.79 to pin tbWM; S _ '15" E, 70,62 fiat to an imn ran
found; aml N 69918'00" r-19 . imt to a Ed nail .sad 1n a ' Livt Oak, marking the mrnt
m9�yNonhe4st camar aCtha said 307348a Lindr�PaRnalahip tray
being an interior comer of the said 1. - 7e \i ' 1d.C, imt, for the moot
eascdy Nruthcae wroiir ham€:
TFIF24CF, along ik end line of the said 7,O&W-c Sou go
tract, S26101'I5" R, 31.61 feet man Imo found
MGC Doc lopmcnt, LLC. tract, being rite most Wntmly _ onh
ant, Ttaq Five. Fowl ibuxe, aS cvaveyad-(o J y neq
Robertson. Jay Lcoa WaIL Jr., and fva Woff 93c ham by
2OM90679 oftix Oflfcid Public kmmils of VilOw o0
f)ti soil titre of rite Said 291.09 site ain� et at,
pin foandi fan two pin ihnnd bems N 43051" W, 24M4 feet and
90 fat); S 21`i1'UR" r, 591.76 feet to an iron pin f=4 S 's
pin found; S 19'39'00" F, 107.711 fortto an imapin found; S 21,
ptnlmard ; S 20'56'15" F, 9)1.4 fast 10 an L*onpin found and
Pagel ol4
Harvard Limited Parataahip
k69315
t of the said
ora'.ain291.09
, Susan June.
Dxwmzn No.
atinufag along
at to an son
a 851,55' W,
F .21 to an ins
V0. as S6 91un
W an
EXHIBIT E Environmental Perm!'
201409414'4\Page 8 of 15
ima Pin found or. "new, the comb line of die"lac IMMWM Suvey; A-178, baing}he mrAh
lice offho.JosephTnnmpaan Survey, A-608. Hooting s muthvracludy tamer of 0td said 791.09
awe Riodchca& at al, owl, being on the rmrih lim ofthtd otwdn tract of tend, called 457"41cres,
ac conveyed to W.T. Guy by deed r reaude d in Vol®e 345, Page 460, ofdteDend Records of
N CnuniY, Texas- for the mosremusly Soudwast corner cif dtc said 301M =n, San
Oahtie� I Smned Parrnmthip tract. fbrthe Snwba4st.coma.heegf;
i aeurhe uctrly line of the said 307.948 am Sou GabrW Aarvard Limped
g-49°4WW- W, ut 215.93 &et pass mm free pipe sL% lot a tonal distance of
poem in tbecentwof the South Sou Gnlaicl Rim, being the south Tara of
ip act and the a.M line of den ML.W PiBt iraar, wdW MUD awes, as
Weir and %rife, Esther Weir. by deed tot wcordcd in Volume 522. Page 451, of
of will3censao Couinty, Thou, for the onor Westedt Smith" comer ofThe
MmGabilel Aamead I united Pmnnetslrip pact, for the Tom vm>rtsly Swuhea+t
THE u :d sg of the said South, San Gdaiel Rive, whb its mewders
beiniNthe line a th VIKU acre Sm Gabricl Harvard limited PsnnMtO =04 pd
the ten lien a 104 0 acre Weir Fins'rnc N $1°59'00" W, pataing dfi said narlh
line of tfw Ja flu ey. A•b118, being The said aottdi fine oftYa isaech'ed
Sung' A-1 e ro WAwteffy w»ffi of the said 457 awe Ouy fret fora loud
di,neem oC f 5I9.7i f d, 23°00'IF' W, pssing the said south line
of the said bast , A- 79, a mid north line of the bseph Thompson
Snrvcy, A-60L a d' 1.530. 1 fcck 5 69°(rT15" W. 326.36 krt;
S 85°41'15" W, 621. ; S 0' - W, .60 foots S 70°n3' li^ W, 7S5.32 f M to a pwiW
84 a rew, the IN c r the ' 1048]A awe Weir Fir u Tract. Mang the Northeast
comet of tbst carteia tray and. I WAO acres, veycd To, Texas Cnnhe i Sum
Cedipaay by deal ns a 'olumo 743, . of Deed Records of Williams
Caws },Tens, and S 75°4$'ia' W, 1 t6.10 feet A point for SouthWmst cot of the said
307.848 a San GAbricl Harvard l,imkcd themoss southvty Sowhr�st
comer of that ecnsia tract of land, can 03.93 acres, con yad to ElbW.L D. xio and
Wilk, Arwrty D. Urmm. by deed en ra 'oIn 89. Re 585-of rite Oflid 1 Rem,&
of WilGeoanaCmmty, Texm, for the So »cv here
THEM10E, N Mr15" W. d 39AT, foci, p pass thr said north lint of the
Jewph Iri mplan Sunky, A-608, 6rJag the said so inn n nogat Snrvty, A 178.
fora tams dlsianca of 1;042.61 foes, in edl, m an' fo 'erg the ma sout§mly
NorihWait comer of The said 307.8418 ewu SM Go lPartnership tract, Well
an inutdor comer of thesdd 103.9327 one Umvm for w i umo Ratr coE
P�eZOf{ V
r
EXHIBIT E Environmental Permits
Page 8 of
20
9of15
THENCr. N 84--56'0V F' 498.38 fe l to an iron pin toured mating an. interior mmcr of the acid
307.848 acre San Gabicl Hftn%W Limited Patmembip trse4 being the most easterly Somheast
muter of the aid 103.9327 acre Brown user, form itdmim catmu hereof;
' ahmg the west line of the:aaid 307,848 acre San Gabriel Wtvard I hailed Parmerabip
and east line of the said ) 03.9327 acre Brawn tract, N 9'S4'45" V. 350.05 fire( to an
itan. ' N I t° . VW W, 383.76 feet to all Iron pin found; N 4s47'00" Z 575.94 feet to
i ; n4' 19` i l' I S W, 19L14 felt to art iron pin fuard: N 40°32' Ii" E, 13,112 &al
ing pin fo ; N O115'45" Et 343.66 feet to ea iraa pin found and N 2'1 V7S' W, 319,98
tom a and N 1'56'00" W. 174.07 fro to an ima pin bet for the Irma westerly
5" E. 24&63 feet In an eon pin saw the beginning of a curry: to the right
Lung Chard bears N 61"42'00" B, 154,79 feu), akng tbe.stid arree for
\. 2 feet to an umr pin sot and N 77'40'00" L, 498.83 feat to writing pin so
�; 2Ai"?d'{ /W. 7 f , rung iron pin set at the beginning of a curve to tie eight,
MA " = ISO.T fct, ng bcwr N_ 22 08'OO" $ =23 fret), along the said curve for
no arc _.76 to an irou pia W for the Soutbweat comer of Lot 1 of Shadow
C.`RUM- `o i imion Of Marl as Doeutrem No. 2010096615 of the
official Ptdrh _cis '' r ' It+nuar ty, TCT, VDMimring alone; lru. y7actht~cal line offt
a. 'd Lot I. of w r C tr. ial, "on 2, along a curve io ft right (Radius
150.00 feel, long . vu, ray; S 67°3 45" 7_. 3 f�l au em dcstance:of 235.61 feet W an
has pro xcn; S 22'5 5' C, e8.23 n M at the beginning of a curve To the left;
(Radip — 797.62 Poet, ng urd : S 17`a5' E, 3a0.79 fee)} oral nkmg. the sew] cony
fro an me di;tanco of 3a f , row a pin found marling the most wuibedy lamer of the
acid Lot i of Shadow Can Co tCiaE, Sactioa Z• fopn o Icdor cvtnrr. heeof;
711Ei(:}:, N 4'46'43" F., of ,555,U0 f more or -, puss rho icav tamer aflitc said Lot I
of Shadow Cen}� CotnmCrciai, Sc 2, ng the A - !Y comer of Shadow fanyo i
Commercial, Section t, a suidivit4on ord Noug: E, 91' c 321, of the Plat Rcazrak of
A+lil®rrsou Cmmty, Teaas, mad con ong Ill of the said Shadow Canyon
GouunenirrL Section 1, for a total di of .84 fr all, in an iron pin 5huod ni tho
beimming of a ewe to the la (Radius _ .SO m N 3°13'15" W, 260.11
feet) along the said Lune fdr In, arc distnoCe of 44 feet m an iron .pin found and
N 16133'45" W. at 9?.42 fort pn ., ffx Suutl>p9 era of 71 t a race of land called o.10
ofaa acre Ih�caud for ROW on the said Shand oa on err ail. Section i, for a wral
Distance of 114:42 fey lm elL r4 a (ours disc inn c ttmnume on the said numb line
of Stale 3tighway No. 29, being ile nosh line of the are San 'abricl Harvard
Page 3 of a
0
EXHIBIT E Environmental Permits
Page 9 of
10 of 15
L:4WW 7'mbwmWp tract mrrkmg OL Nardi t aom of the Enid Shadom Cmy„n Gomm rziel,
Swdoa L fur Utemoet vanhraly Nmmacstcomtr hM*f-,
TRDJCL., slml&ilm sa;.tL moth liee ai Su&fthway Nu. 29,4 7r2914F E, 28939 feet w d,e
o ,Ih'NRJC, mid cmtairugt 278 :I2 acr¢uf Irmd.
Nate 's _Bear;ng Ot'S 9lw�ntnioe Texet Famad Stute P63rx'
fge4 cf 4
R'NOWALL bBiNBY'flM .F FRBSVM.
gmcmd Pwfessi m& Toad S, reyor, do baby om6* timr this m cy
edw pmpa{t I>_ge1}'+L wribrd hemie rmd is comm to tho bait o_fmy
seal et cmmvcw� wllbms Cn;mty.3 e.�ttm, thta ihu
.2aW A.O.
OC
FR
3P`+T
!E6`ardt
Brian f.,eunm
V
r
r
EXHIBIT E
10
Environmei
201
11 of 15
EXHIBIT B
Assignor Retained Property Description
al�6res
or reel of land situated in the Isaac Donegan Survey, A-178, and the Jos.
rvey 8, in Williamson County, Texas and being all of a tract land, called
0to outh Fork Land Development Co. by deed recorded in Volume 840,
Page the eed s of Williamson County, Texas and being described by metes and
bounds on ib' ac ed bereto, SAVE AND EXCEPT the Property described more
particular o xh' ' A hAnd hereto.
�Go
0
O
O
11
EXHIBIT E Environmental Permits
12 of 15
EXHIBIT B-1
FIELD NOTES FOR 307JM ACRES
hart or parcai of land shunted in the lmsc Domegaa Surrey, A-178, and the Jos.
ay, A-608. in Williaram County, Ta=es and being all of.a tract land, callad
6vayW to South Fork Land Devolapwtm Co, by.deed recorded m Volume $40,
M" Records of W Mia=cn Comay, Texas and being more partimthully desenbed
Funds follows:
it an iron pin found on the Smahead line of State irghway 429 in
comer of a 10.37 acre trad.of land cowayed to Texas Truddng
recorded in Doaanmt 99875155 of die Official Recods of
atTexas, and the Northeast comer of the above mentioned
, thtt Northeast coma ofthistract
*a said
tract
THENCE $ 7N
angle point of the
point ofthis tract
Featto an iroa pin foamdm an ogle point oftho
1057 acm tract for an angle point ofthis tract
i feet to an into pin found in an angle point of
mid. 10.57 acre trail for an angle point cfthia
TIENCE N 69'20'29' E 197.75
for an angle point of the said 303.1
acre tract, and an angle point oftbis
non pin fomd at a 20" oedartrue in. an
the said 10.57 acre tract far an angle
THENCE S 2i058'47" E 51.58
angle point of the said 308.06 acre d: We
tract, theWest comer of a 291.09
by deed recordad in Volume 601, Page 755 0�
and as angle point ofthis trod. r
nail kwd in a 14" live oak tray
ap point of the said 10.57
HENCE S 21008'59" E 692.23 feet to an�irr�a pi
.said 308,D6 acretract6nr an angle point ofthis tract
THENCE S 21 a14`29" S 393:19 leer to an irco on
angle point of the said 308.D6 am tract and as,sugle,
Exhibit - J
12
toad is a force post for an
of the said 10.57 acre
to 14 W. Hiodelaug at al
EXHIBIT E Environmental Permi
bftbe