HomeMy WebLinkAboutORD 2024-18 - Parkside on the RiverORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS
AMENDING ORDINANCE NOS. 2019-69, 2020-84, and 2021-40 AND APPROVING A
"THIRD AMENDMENT TO DEVELOPMENT AGREEMENT FOR PARKSIDE ON THE
RIVER SUBDIVISION," REPEALING CONFLICTING ORDINANCES AND
RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN
EFFECTIVE DATE.
WHEREAS, on October 8, 2019, by City Council Ordinance No. 2019-69, the City Council
approved the "Development Agreement for Parkside on the River Subdivision" by and between
the City, HM Parkside, LP, a Texas limited partnership ("Primary Owner") and HM CR 176-2243, LP,
a Texas limited partnership affiliated with Primary Owner ("Affiliated LP".).dated to be effective
on November 19, 2020, and recorded under Document No. 2019117441, Official Public Records of
Williamson County, Texas (the "Original Development Agreement") pertaining to land referred to in
the Original Development Agreement as the Remainder Tract and the 2243 Acre Tract.
WHEREAS, on December 8, 2020, by City Council Ordinance No. 2020-84, the City Council
approved the "First Amendment to and Partial Assignment of Development Agreement for
Parkside on the River" dated effective December 8, 2020 and recorded under Document No.
2020162167, Official Public Records of Williamson County, Texas, (the "First Amendment") by and
between the City, Primary Owner, Affiliated LP, and HM Parkside Development, Inc., a Texas
corporation affiliated with Primary Owner ("HM Development") amending the Original
Development Agreement to address changed circumstances relating to School Tract and the Fire
Station Tract, and recognize the assignment by Primary Owner to HM Development of rights and
obligations under the Original Development Agreement associated with approximately 254.399
acres of land out of the Remainder Tract.
WHEREAS, on May 25, 2021, by City Council Ordinance No. 2021-40, the City Council
approved the "Second Amendment to Development Agreement Parkside on the River
Subdivision," dated effective May 25, 2021, to add the GP II Property (therein defined) and HM
GPII, LP to the Development Agreement.
WHEREAS, the existing parties to the Development Agreement and HM 2243
Development, Inc., the owner of the so-called "Leander ETJ Tract" (which has been removed
from the City of Leander's ETJ and water and wastewater CCNs and added to the City of
Georgetown ETJ by separate actions) desire to add the "Leander ETJ Tract" into the Development
Agreement, recognize and consent to the assignment of certain land to HM Parkside
Development, Inc., and make other conforming changes.
WHEREAS, the City Council of the City of Georgetown finds that it has the authority
approve the Third Amendment to Development Agreement for Parkside on the River pursuant
to Section 212.172 of the Texas Local Government Code.
Ordinance No. 20?4" 1S
Approving Third Amendment to Development Agreement Parkside on the River Page 1
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN,
TEXAS THAT:
1. The meeting at which this Ordinance was approved was in all things conducted in compliance
with the Texas Open Meetings Act, Texas Government Code, Chapter 551.
2. The City Council hereby finds that the foregoing recitals are true and correct, and the recitals are
hereby incorporated into this Ordinance by reference for all purposes as set forth in full. The City
Council hereby finds that this Ordinance compliance with the Vision Statement of the City of
Georgetown 2030 Comprehensive Plan.
3. The Third Amendment to Development Agreement Parkside on the River Subdivision in
substantially the form attached hereto as Attachment 1 is approved by the City Council and
incorporated into this Ordinance for all purposes by this reference.
4. If any provision of this Ordinance or application thereof to any person or circumstance shall be
held invalid, such invalidity shall not affect the other provisions, or application thereof, of this
Ordinance which can be given effect without the invalid provision or application, and to this end
the provisions of this Ordinance are hereby declared to be severable.
5. The Mayor is authorized to sign this Ordinance and the Third Amendment to Development
Agreement Parkside on the River Subdivision in substantially the form attached hereto as
Attachment 1, and the City Secretary is authorized to attest.
6. This Ordinance and the Third Amendment to Development Agreement Parkside on the River
will become effective in accordance with the City Charter.
Attachment List:
Attachment 1 - Third Amendment to Development Agreement Parkside on the River Subdivision
(including all exhibits and schedules)
PASSED AND APPROVED ON FIRST READING on the.
2024.
PASSED AND APPROVED ON SECOND READING on the
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Ordinance No. 140Z(�
Approving Third Amendment to Development Agreement Parkside on the River
Page 2
2024031828 RGR Total Pages: 49
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STATE OF TEXAS § THIRD AMENDMENT TO
§ DEVELOPMENT AGREEMENT
COUNTY OF WILLIAMSON §
§ PARKSIDE ON THE RIVER
CITY OF GEORGETOWN § SUBDIVISION
THIS THIRD AMENDMENT TO DEVELOPMENT AGREEMENT ("Third
Amendment") is entered into by and between the City of Georgetown, Texas, a Texas
home -rule municipality located in Williamson County, Texas ("City"), HM Parkside, LP,
a Texas limited partnership ("HM Parkside"), HM Parkside Development, Inc., a Texas
corporation affiliated with Primary Owner ("HM Development"), HM GPII, LP, a Texas
limited partnership affiliated with Primary Owner ("HM GPII'), and HM 2243
Development, Inc., a Texas corporation ("HM 2243").
RECITALS:
A. City, HM Parkside (also referred to as "Primary Owner"), and HM CR 176-
2243, LP, a Texas limited partnership affiliated with Primary Owner ("HM-CR";
also referred to as "Affiliated LP") entered into the Development Agreement
Parkside on the River Subdivision (the "Original Development Agreement"), dated
as of November 19, 2019, and recorded under Document No. 2019117041, Official
Public Records of Williamson County, Texas with respect to the original Property
(defined in the Original Development Agreement).
B. City, HM Parkside, HM-CR, and HM Development entered into a First
Amendment to and Partial Assignment of Development Agreement Parkside on
the River Subdivision (the "First Amendment") dated as of December 8, 2020, and
recorded under Document No. 2020162167, Official Public Records of Williamson
County, Texas, which acknowledges the partial assignment by Primary Owner to
HM Development of the Original Development Agreement as to certain land
described therein and referred to as the "Initial HM Development Property" (so
referred to herein) and amends the Original Development Agreement.
C. City, HM Parkside, HM-CR, HM Development, and HM GPII entered into
a Second Amendment to Development Agreement Parkside on the River
Subdivision (the "Second Amendment") dated as of May 25, 2021, and recorded
under Document No. 2021082512, Official Public Records of Williamson County,
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page I of 18
Texas, which added the GP II Property to the Original Development Agreement,
as modified by the First Amendment, and modified same as set forth therein.
D. By Assignment and Assumption Agreement Development Agreement
Parkside on the River Subdivision dated as of December 15, 2021 and recorded
under Document No. 2021190022, Official Public Records of Williamson County,
Texas, from HM CR to HM 2243, HM CR assigned all of its interest in and to the
Original Development Agreement, First Amendment and Second Amendment to
HM 2243 in connection with the conveyance to HM 2243 of the HM South Tract,
as defined and described in the Original Development Agreement (save and
except certain land conveyed to Williamson County as right of way) and of the
Leander ETJ Tract, as defined and described in the Original Development
Agreement and in Recital F below; following this assignment, references in the
Original Development Agreement to "Affiliated LP" will mean and refer to HM
2243.
E. By Assignment and Assumption Agreement dated as of December 28, 2021
and recorded under Document No. 2021195623, Official Public Records of
Williamson County, Texas, HM Parkside assigned its interest in and to the
Original Development Agreement, First Amendment and Second Amendment to
HM Development as to certain land described therein and referred to as the "211d
HM Development Property" (so referred to herein).
F. By Assignment and Assumption Agreement dated as of March 1, 2024 and
recorded under Document No. 2024015946, Official Public Records of Williamson
County, Texas, HM Parkside assigned its interest in and to the Original
Development Agreement, First Amendment and Second Amendment to HM
Development as to certain land described therein and referred to as the "3'd HM
Development Property" (so referred to herein).
G. The Original Development Agreement referenced a tract of land now
owned by HM 2243 consisting of 28.251 acres of land located south of FM 2243 and
adjacent to the In ETJ Tract (referred to as the "Leander ETJ Tract" in the Original
Development Agreement and herein for consistency), then located in the
extraterritorial jurisdiction and water and wastewater Certificates of Convenience
and Necessity Nos. 10302 and 20626, respectively, of the City of Leander
(collectively, the "Leander CCNs").
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Parkside on the River Subdivision
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H. By order dated August 23, 2023 in Docket No. 54595, the Public Utility
Commission granted the petition by HM 2243 for streamlined expedited release of
the Leander ETJ Tract from the Leander CCNs; by resolution dated September 21,
2023 the City of Leander released the Leander ETJ Tract from its extraterritorial
jurisdiction (Leander Resolution No. 23-017-00); and by resolution dated October
10, 2023 the City Georgetown accepted the Leander ETJ Tract into its
extraterritorial jurisdiction (Georgetown Resolution No. 101023-5.AK), such that
as of the Third Amendment Effective Date, the Leander ETJ tract is not in any
water or wastewater Certificate of Convenience and Necessity and is in the City of
Georgetown's extraterritorial jurisdiction. The subject tract is referred to herein as
the "Leander ETJ Tract" for consistency, despite the fact that it is no longer in the
City of Leander's ETJ.
I. City, HM Parkside, HM Development, HM GP II, and HM 2243 now wish
to include the Leander ETJ Tract under the Original Development Agreement, as
modified by the First Amendment and Second Amendment and to further modify
the Original Development Agreement, as amended, as set out below.
J. By separate agreement, City, HM Parkside, HM Development, HM GPII,
HM 2243, Williamson County Municipal Utility District No. 25, a municipal utility
district created under Chapters 49 and 54 of the Texas Water Code (the "District"
or "WCMUD No. 25"), Parkside on the River Municipal Utility District No. 1, a
municipal utility district created under Chapters 49 and 54 of the Texas Water
Code ("POR MUD No. 1"), Parkside on the River Municipal Utility District No. 2,
a municipal utility district created under Chapters 49 and 54 of the Texas Water
Code ("POR MUD No. 2") and upon its creation, the remaining Additional District,
are also parties to that certain Second Amended and Restated Consent Agreement
(the "Second A&R Consent Agreement"), dated as of October 17, 2019, and recorded
under Document No. 2019117039, Official Public Records of Williamson County,
Texas, as amended by the First Amendment to Second Amended and Restated
Consent Agreement, dated as of June 8, 2021, and re -recorded under Document
No. 2021086193 ("First Amendment to Second A&R Consent Agreement"), which
added the GPII Property under Second A&R Consent Agreement and made other
modifications.
K. By separate agreement, City, HM Parkside, HM Development, HM GPII,
HM 2243, WCMUD No. 25, POR MUD No. 1, and POR MUD No. 2 are amending
the Second A&R Consent Agreement, as amended by the First Amendment to
Third Amendment to Development Agreement
Parkside on the River Subdivision
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Second A&R Consent Agreement, to allow the annexation of the Leander ETJ Tract
into WCMUD No. 25.
NOW, THEREFORE, for and in consideration of the promises and the mutual
agreements set forth herein, the City, HM Parkside, HM Development, HM GPII, and
HM 2243 hereby agree as follows:
1. Amendments. The Original Development Agreement, as amended by the First
Amendment and the Second Amendment, is amended as follows:
a. Section 2.01. The following terms are added to the definitions in Section
2.01:
"Leander ETJ Tract" means the 28.251 acres of land described on
Schedule 5 attached to this Third Amendment. The Leander ETJ Tract
is no longer in the City of Leander's ETJ, as explained in Recital G,
above.
"Parkside Parties" means HM Parkside, HM Development, HM GPII,
and HM 2243.
"POR MUD No. 1" means Parkside on the River Municipal Utility
District No. 1, consisting of approximately 272.512 acres of land, as
described and shown on Schedule 6 attached to this Third Amendment,
as more fully described in that certain "Order Granting the Petition for
Creation of Parkside on the River Municipal Utility District No. 1"
issued by the TCEQ on July 16, 2020.
"POR MUD No. 2" means Parkside on the River Municipal Utility
District No. 2, consisting of approximately 539.542 acres of land, as
described and shown on Schedule 6 attached to this Third Amendment,
as more fully described in that certain "Order Granting the Petition for
Creation of Parkside on the River Municipal Utility District No. 2"
issued by the TCEQ on June 9, 2022.
"POR MUD No. 3" will mean, on its creation, Parkside on the River
Municipal Utility District No. 3, consisting of approximately 314.00
acres of land as described and shown on Schedule 6 attached to this
Third Amendment.
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Parkside on the River Subdivision
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b. Section 2.01. The following terms defined in Section 2.01 are repealed
and replaced with the following:
"Access Easement" means a temporary or permanent (as applicable)
easement in favor of the City in the Approved Form, located within or
outside of the boundaries of the Property providing access to the Water
Transmission Line, a Utility Improvement, or a Lift Station Site until
such time as a public road providing access to same is Complete.
"Additional Districts" means, collectively, POR MUD No. 1, POR MUD
No. 2 and, when created, POR MUD No. 3.
"Agreement" means the Original Development Agreement (defined in
Recital A to this Third Amendment), as amended by the First
Amendment (defined in Recital B to this Third Amendment), the Second
Amendment (defined in Recital C to this Third Amendment), and this
Third Amendment.
"Amended Consent Agreement" means the Second A&R Consent
Agreement (defined in Recital I to this Third Amendment), as amended
by the First Amendment to Second A&R Consent Agreement (defined
in Recital I to this Third Amendment), and the Second Amendment to
Second A&R Consent Agreement, dated on approximately even date
herewith.
"Authorized Assignee" means, as to the Property, any entity controlled
by, controlling, or under common control with a Parkside Party.
"Land Use Plan" means the land use plan attached to the Third
Amendment as Exhibit F.
"Owner" means HM Parkside (also referred to as "Primary Owner") as
to all the Remainder Property except the Initial HM Development
Property and the 2°d HM Development Property; HM Development as
to the Initial HM Development Property and the 2^d HM Development
Property; HM 2243 as to the 2243 South Tract and the Leander ETJ Tract
(also referred to as "Affiliated LP" notwithstanding that HM 2243 is not
a limited partnership); HM GPII as to the GPII Property; and their
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 5 of IS
respective permitted assigns under this Agreement, but does not
include a Lender unless the Lender forecloses and elects to become a
party to this Agreement as permitted by Section 11.11(h) and does not
include an End Buyer.
"Project" means development of the Property in accordance with the
Agreement and the Amended Consent Agreement.
"Property" means, collectively, the Remainder Property, the 2243 South
Tract, the GPII Property, and the Leander ETJ Tract. The area map of
the Property is attached to this Third Amendment as Exhibit C.
"Roadway Exhibit" means Exhibit J-1 and Exhibit J-7 attached to this
Third Amendment, and Exhibits J-2 through Exhibit J-6 attached to the
Original Development Agreement.
"Second Amendment to Second A&R Consent Agreement" means the
Second Amendment to Second A&R Consent Agreement in the form
attached as Schedule 7 to the Third Amendment.
c. Section 3.01. Section 3.01 and Exhibit F (regarding the Land Use Plan)
are hereby repealed and replaced with the following:
"Section 3.01. Land Use Plan. The City hereby approves the Land Use
Plan in the form attached as Exhibit F to this Third Amendment. Owner
shall Develop the Project on the Property in conformance with the Land
Use Plan and the Governing Regulations."
d. Section 3.06(i). New Section 3.06(i) (pertaining to Cypress Paul Street
on Leander ETJ Tract) is hereby added as follows:
"Section 3.06(i). Roundabout and Parking on Cypress Paul Street
(portion on the Leander ETJ Tract). In lieu of complying with the
provisions of Section 6.02.040 of the UDC that provide: (i) a block length
will not exceed 20 lots or be longer than 1,320 feet, whichever is shorter;
and (ii) block lengths shall be ended only by the intersection of a public
street, except where there is no public street intersection due to the
presence of parks, open spaces or other similar uses with at least 100 feet
of street frontage on the relevant block, on the portion of Cypress Paul
Third Amendment to Development Agreement
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Street which lies within the Leander ETJ Tract, the applicable Owner
shall construct a roundabout with a raised, non -traversable, center
island encircled by two traffic lanes with the inside traffic lane having a
minimum curb radius of 25 feet and the outside traffic lane having a
minimum curb radius of 50 feet. The roundabout shall be constructed
by such Owner at the approximate midpoint of the portion of Cypress
Paul Street on the Leander ETJ Tract, as generally shown on the attached
Exhibit 1-8, and the open spaces breaking up blocks will generally be as
shown on the attached Exhibit 1-8. Street parking on Cypress Paul
Street shall be limited as follows: (i) no street parking is permitted in
the portion of Cypress Paul Street encircling the roundabout; and (ii)
street parking is permitted on only one side of Cypress Paul Street
(preferably the side along which no fire hydrants are located) - parking
on both sides of Cypress Paul Street is prohibited.
e. Section 3.06(Il. New Section 3.06(j) (pertaining to Emergency Access for
Leander ETJ Tract) is hereby added as follows:
"Section 3.06(j). Emergency Access for Leander ETJ Tract. In lieu of
providing full secondary access to the Leander ETJ Tract for emergency
vehicles, Owner shall construct a street knuckle, or expanded roadway
area, near the end of Cypress Paul Street on the Leander ETJ Tract,
which area will be sized to allow full turnarounds by emergency service
vehicles and will be located and configured generally shown on the
attached Exhibit 1-8.
f. Section 4.03. Section 4.03(b) (pertaining to detention) is hereby repealed
and replaced with the following:
"Section 4.03. Stormwater Runoff
(b) 2243 South Tract, GI'II Property and Leander ETI Tract. A drainage
report must be submitted with each preliminary plat application that
includes land in the 2243 South Tract, the GP II Property, and the
Leander ETJ Tract prepared in conformance with Chapter 11.04 of the
UDC."
g. Section 4.04. Section 4.04 (pertaining to Parkland) is hereby repealed
and replaced with the following:
Third Amendment to Development Agreement
Parkside on the River Subdivision
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"Section 4.04. Parkland.
(a) Remainder Property. Primary Owner will dedicate the Original
Parkland to the City or to a nonprofit entity directed by the City no later
than 60 days after the later of (i) written request of the City and (ii)
Completion of the Bridge, for use as solely as public parkland. The
conveyance by Primary Owner will not occur until Primary Owner has
dedicated the ROW through the Original Parkland for the Bridge and
Parkside Parkway (including Parkside Parkway North). HM GPII will
dedicate the GPII Parkland to the City or to a nonprofit entity directed
by the City no later than 60 days after the later of (i) written request of
the City and (ii) Completion of GPII River Trail, solely for use as solely
as public parkland. All Parkland will be subject to blanket easements
for utilities, access and drainage retained by Primary Owner or HM
GPII, as applicable, for the benefit of the Project and to the Permitted
Exceptions applicable to the portion of the Parkland so transferred.
Each transfer of the Parkland will be by special warranty deed
restricting the Parkland to public park use and reserving to Primary
Owner or HM GPII, as applicable, the above -described blanket
easements, free of all liens and encumbrances except Permitted
Exceptions applicable to the portion of the Parkland being conveyed
and such reserved easements, and accompanied by a title commitment
having only those standard pre-printed exceptions that are part of the
promulgated form of Texas title insurance policies, the Permitted
Exceptions applicable to the portion of the Parkland being conveyed, the
restrictions and reservations in such deed, and such other exceptions as
are acceptable to the City Attorney, in the City Attorney's reasonable
discretion. Primary Owner will pay the cost of a title insurance policy
consistent with such a title commitment reflecting a value for the
Original Parkland of $300,000, as well as the costs of recording and
preparation of conveyance documents. HM GPII will pay the cost of a
title insurance policy consistent with such a title commitment reflecting
a value for the GPII Parkland of $150,000, as well as the costs of
recording and preparation of conveyance documents. No Parkland
shall be included in the District or any Additional District."
(b) Leander ETl Tract/Parkland Fee In Lieu. No dedication of parkland
is required within the Leander ETJ Tract; instead, Owner shall pay a fee -
Third Amendment to Development Agreement
Parkside on the River Subdivision
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in -lieu of parkland dedication in the amount of $780.00 per Lot within
the Leander ETJ Tract, with payment due in full before, and as a
condition of, City approval of any final plat having Lot(s) within the
Leander ETJ Tract."
h. Section 5.04. New Section 5.04 (pertaining to Water Line on Leander ETJ
Tract) is hereby added as follows:
"Section 5.04. Water Line on Leander ETJ Tract. The water line serving
the Leander ETJ Tract shall be either:
(1) looped; or
(2) not looped, and meeting the following additional standards:
(i) have a minimum diameter of 12" (twelve inches); and
(ii) have an automatic flush valve installed at the end of the
line; and
(iii) be equipped with a water meter meeting the City's
standards and specifications."
i. Section 9.01(a). Section 9.01(a) is hereby repealed and replaced with the
following:
"(a) Impact Fees. In consideration of the Former Owner's construction
of the SSGI and Primary Owner's payment of the Off -site Capacity
Payment, the Impact Fees payable by Owners and End Buyers within
all of the Property except the GPII Property and the Leander M Tract
are (i) for water, the Water Impact Fee of $3,324.00 per SUE, and (ii) for
wastewater, the Wastewater Impact Fee of $2,683.00 per SUE.
However, the water impact fee per SUE and the wastewater impact fee
per SUE assessed by the City and paid by Owner and End Buyers within
the GPII Property and the Leander ETJ Tract will be such fees as are in
effect per City Code of Ordinances Chapter 13.32, as said impact fees
may be amended from time to time in accordance with the requirements
of Chapter 395 of the Texas Local Government Code in the City
Council's sole discretion. As portions of the GPII Property and the
Remainder Tract are contiguous, if a final subdivision plat approved by
applicable Governmental Authorities includes land out of both the GPII
Property and the Remainder Tract, (a) Owner will identify as to each
single family lot within such plat (i) whether the lot lies wholly the GPII
Property, wholly the Remainder Tract, or partly within the GPII
Third Amendment to Development Agreement
Parkside on the River Subdivision
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Property and partly within the Remainder Tract, and (ii) as to any lot
that lies partly within the GPII Property and partly within the
Remainder Tract (a "Mixed Lot"), the percentage of the area of the Mixed
Lot consisting of GPII Property and the percentage of area of the Mixed
Lot consisting of the Remainder Tract, (b) the impact fees assessed
against each single family lot that lies wholly within the GPII Property
will be the impact fees assessed against the GPII Property, (c) the impact
fees assessed against each single family lot that lies wholly within the
Remainder Tract will be the impact fees assessed against the Remainder
Tract, and (d) the impact fees assessed against each Mixed Lot will be
the impact fees assessed against the portion of the Property that is more
than 50% of the area of such Mixed Lot (e.g., if the Remainder Tract
constitutes more than 50% of a Mixed Lot, that Mixed Lot will be
assessed the same impact fees as are assessed within the Remainder
Tract). For clarity, the addition of the GP II Property and the Leander
ETJ Tract into the "Property" does not increase Owner's maximum
available capacity interest of water or wastewater SUEs under Section
6.01(c) and Section 6.02(b) of the Original Development Agreement,
which remain at a maximum of 4,600 SUEs. Primary Owner, HM
Development, HM GP II, and HM 2243 agree that this agreement to
allow the City to assess and collect Water Impact Fee, the Wastewater
Impact Fee, and impact fees calculated pursuant to Chapter 13.32 of the
City Code of Ordinances (as applicable, per the terms of this Second
Amendment) within the Property is authorized and enforceable under
Section 395.018 of the Texas Local Government Code, and consent to the
applicability of said Section 395.018."
j. Section 11.08. Section 11.08 is hereby repealed and replaced with the
following:
"11.08. Notice. All notices, requests or other communications required
or permitted by this Agreement shall be in writing and shall be sent by
(i) facsimile, with the original delivered by hand or overnight carrier, (ii)
by overnight courier or hand delivery, or (iii) certified mail, postage
prepaid, return receipt requested, and addressed to the parties at the
following addresses:
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 10of18
Owner: HM Parkside, LP
HM Parkside Development, Inc.
HM GPII, LP
HM 2243 Development, Inc.
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn.: Blake J. Magee
With a required copy to:
Hurst, Savage & Vanderburg, LLP
814 W. 101h Street
Austin, Texas 78701
Attn.: Ann Engles Vanderburg
City: City Manager
City of Georgetown
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
With a required copy to:
City Attorney
City of Georgetown
809 Martin Luther King Jr. St.
Georgetown, Texas 78626
2. Defined Terms, Capitalized terms used in this Third Amendment that are not
otherwise defined shall have the meanings set forth in the Original
Development Agreement, First Amendment, or Second Amendment, as
applicable.
3. Counterparts. This Third Amendment may be executed in multiple
counterparts, each of which shall be deemed an original instrument, and all of
which, taken together, shall constitute one and the same instrument. The
signature of any party hereto to any counterpart hereof shall be deemed a
signature to, and may be appended to, any other counterpart hereof.
4. Effective Date: This Third Amendment will become effective on the latest date
accompanying the signature lines below.
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 11 of 18
5. Rec_ ordinR. This Third Amendment will be recorded in the Official Records of
Williamson County, Texas by Primary Owner at Primary Owner's expense.
UPDATED EXHIBIT LIST
Exhibit A -
Description of Remainder Property
Original Agreement
Exhibit B -
Description of 2243 South Tract
Original Agreement
Exhibit C -
Area Map
Third Amendment
Exhibit D -
Form of Second Amended and
Restated Consent Agreement
Original Agreement
Exhibit E-1 -
Approved Form (for Water
Transmission Line Easement)
Original Agreement
Exhibit E-2 -
Approved Form (for Utility Easements)
Original Agreement
Exhibit E-3 -
Approved Form (for Access
Easements)
Original Agreement
Exhibit E-4 -
Approved Form (for License Agreement)
Original Agreement
Exhibit F
Land Use Plan
Third Amendment
Original Agreement
Exhibit G-1 -
Multifamily Permitted Uses
Exhibit G-2 -
Commercial, Civic and Temporary
Permitted Uses
Original Agreement
Exhibit H-1 -
Open Space Plan
Second Amendment
Exhibit H 2 -
River Trail Specifications
_
Original Agreement
Exhibit I-1 -
Permitted Exceptions
Second Amendment
Exhibit I-2 -
Use Exceptions (Fire Station)
Ori inal Agreement
Exhibit J-1 -
Roadway and Connectivity Plan
Third Amendment
Exhibit J-2 -
Residential Local 50' Roadway
Original A reement
Exhibit J-3 -
Residential Local 60' Roadway
Original A reement
Original Agreement
Exhibit J-4 -
Parkway B — Without Median
Exhibit J-5 -
Parkway B — With Median
Original Agreement
Exhibit J-6 -
Parkside Parkway
Original Agreement
Exhibit J-7 -
Phasing Plan
Third Amendment
Exhibit J-8
Cypress Paul Street on Leander ETJ
Tract
Third Amendment
Original Agreement
Exhibit K-1 -
Entry Features
Exhibit K-2 -
Marketing and Directional Signs
Second Amendment
Second Amendment
Exhibit L -
Tree Preservation Standards
Exhibit M-1 -
Residential Development Area
Standards
Original Agreement
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Parkside on the River Subdivision
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Exhibit M-2 -
Residential Architectural Standards
Original Agreement
Original Agreement
Exhibit M-3 -
Commercial Development Area
Standards
Draw Procedure
Exhibit N -
Original Agreement
Exhibit 0-1 -
Form of Traffic Fiscal Security
Original Agreement
Original Agreement
Exhibit 0-2 -
Form of Bridge Fiscal Security
Schedule 1
GPII Property - 314 Acre Tract
Second Amendment
Schedule 2
GPII Property - 47 Acre Tract
Second Amendment
Schedule 3
First Amendment to Second Amended
and Restated Consent Agreement
Second Amendment
Schedule 4
TCS Easement
Second Amendment
Schedule 5
Description of Leander ETJ Tract
Third Amendment
Schedule 6
Schedule 7
Ultimate MUD Boundary Location
Ma
Third Amendment
Second Amendment to Second
Amended and Restated Consent
A reement
Third Amendment
[Signature Pages to Follow]
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 13 of 18
CITY OF GEORGETOWN, TEXAS
By:
Print d e:_ Josh Schroeder
Titl May
ATTEST:
By:
Roby 4Densnore, City Secretary
epzo l 6ds11
"
APPROVED AS TO FORM:
By:
S e Masson, City Attorney
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me the �0 7 day of
, 2024, by Josh Schroeder, Mayor of the City of Georgetown, Texas,
a home-r le cit , on behalf of the City.
;p;►.� "� CYNTHIA V. CONOMOS
(seat) M' _ Notary public, State of TexaV.
s;�•:. `.`tic Comm. Expires 08-31.2025
Ntar o
V ID 130704665
Notary Public State of Texas
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 14 of 18
HM PARKSIDE, LP, a Texas limited
partnership
By: Hanna/Magee GP/ #1, Inc., a Texas
corporatiog, Gene <)I Partner
in
STATE OF TEXAS §
COUNTY OF TRAVIS §
Vice President
This instrument was acknowledged before me thcV day of March, 2024, by jay
A. Hanna, Vice President of Hanna/Magee GP #1, Inc., a Texas corporation, General
Partner of HM PARKSIDE, LP, a Texas limited partnership, on behalf of said corporation
and partnership.
(seal) /N///I/IIIINV////I/////H1///!/N5
/I
CORINA R. HINOJOS
���* MtlTART PUELIC • BTATE DF TEIIAE
IDI Z2781 ZS
oi•�� CDMM. E1{/.0�-29-zo24 Notary Public State of Texas
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 15 of 18
(exhibits attached)
HM PARKSIDE DEVELOPMENT, INC., a
Texas corporation
iia, Vice President
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me thea— day of March, 2024, by Jay
A. Hanna, Vice President of HM PARKSIDE DEVELOPMENT, INC., a Texas corporation,
on behalf of said corporation.
(seal)
CORINA R. HINOJOS
C�Q� N0T"�"PUBLIC 'aiA1E0F� Notary Public State of Texas
"y),� 101 2279126
COW EXP. 00-26-2024
.,.rr'i,r,rrr rur,w,vr,ra,rrri,rrr
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 16 of 18
(exhibits attached)
HM GPII, LP, a Texas limited partnership
By; Hanna/Magee GP #1, Inc., a Texas
corporation, Geneiil Partner
anna, Vice President
STATE OF TEXAS §
§
COUNTY OF TRAVIS §
This instrument was acknowledged before me th4L day of March, 2024, by Jay
A. Hanna, Vice President of Hanna/Magee GP #1, Inc., a Texas corporation, General
Partner of HM GPII, LP, a Texas limited partnership, on behalf of said corporation and
partnership.
(seal) `
��,a�%�� CORINA R. HINOJOS —•
�.... IgARY wAUC • lTATE OF MAs
fTor 227sP726
corm. rxp.00-ss-zou Notary Public State of Texas
iiiiiiiriruii�rrrrrrrrrrrrrrriirrarrr
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 17 of 18
(exhibits attached)
HM 2243 DEVE . )PMENT INC., a Texas
corporation
i -lanna, Vice President
STATE OF TEXAS §
§
COUNTY OF TRAVIS §
This instrument was acknowledged before me thv-11--9) day of March, 2024, by Jay
A. Hanna, Vice President of HM 2243 DEVELOPMENT, INC., a Texas corporation, on
behalf of said corporation.
(seal)
GORINA 1l HIN()JOS
J_4�6u�
1NOTARY2 2 -19 '1 TE 2 g s Notary Public State of Texas
°! CONM r:xt OA-
rrrraririrur,,,,vrr„rrrrr2�if 2024
Third Amendment to Development Agreement
Parkside on the River Subdivision
Page 18 of 18
(exhibits attached)
Exhibit C
�243 1 Leander Road
Parkside on
the River
-- Leander ETf Tract
See Exhiblt J-8
'iv' PARKSIDE ON THE RIVER • AREA MAP
Rive.
Bypass
14ANNA/NAG6E.L.9.
I
1
SDowntown
( Georgetown
Exhibit F
Legend
Land Use Category
Acres
RIIA/SL
Residetltal Development Arco/Single Fam ty
953.2
RDA/7,11
ReMentltl Devebp ent AmWMutt4amdy ReAmtial
88,7
CDA
Commerctal Development Area
64.0 min.
SC
1 School Tract
151
F�
Fire Station Tract
25
i RO W (Parkways)
51.0
i (Land Not Included)
Subtotal
_
1175.5
Open Space
0 ;) S
Open Space
311.8
HOA Park (Includes Amenity Centers)
6.0 min.
HP/P
River Park (Amenity Center &20 Public Parking Spaces)
3:1
Paddand
102.0
Subtotal
422.8
Total
1598.3
Land Use Density
RDA/SF = 3,000 Units
RDA/MFI = 12 U/AC
RDA/MF2 = 20 U/AC
CDA = MIN. 50AC
MAX, 150AC
SH 29
M C D(4'uture Commercial)
.9
Parkway
•tN
/Parkside
OS`
`� �� r Proposed Bridge
�••'� RDA/SFit
RDA/Sf RDAISF'
OS
RDA/SF /
%
F�tk o<
`v ` RDA/SF
I
�, I ROA/SFI
. , OS
SoG�ttc
OS
'RDA/,
',
t
Patience
SF
• • , RDA/SF
I
Ranch
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IOU... ` Lost Quarry
e /
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�i • Subdivision
RDAISF
West Tract —A
Boundary
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SC
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yp
ll t•••,•', ,t� •',�'�'r`�%r`
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Y RDA/SF
`
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•
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��i1 Boundary
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• r `2243 South
Tract
• ' ' Notes:
r ♦ Leander ETJ Tract - All locations of boundaries, land uses, and roads are approximate and
subject to diange. See Article 3.02 for mocilBcation requirements.
PARKSIDE CN THE RIVER •LAND USE PLAN
00
HANNA/MAGEE,LP.
Legend
Roadway _
Parkslde Parkway (135- ROW)
Parkway B (70' ROW)
.8OM00 Parkway B (100' ROW)
M M M Parkway C (70' ROW)
(Land Not Included)
Exltting Connection
••••� Potential Future Connection (Conceptual Location)
Exhibit J- I
Future Commercial
t
1
r
1 �� r �� 1� _• Proposed Bridge
�.+ J� '
1
�•,
West tract
Bovttday�l
.� + • East lrAct
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r
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r r
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11M PARKSIDE ON THE RIVER • FUTURE ROADWAY AND I
■�,iytr,2.z. CONNECTIVITY PLAN _
HANNA/M AGF.F.L•,
Legend
Ro.away
Parkside Parkway (I W RO W )
IA Parkway B (10' ROW)
WA v Parkway R (100' ROW)
W 1W Parkway C (W ROW)
(Land Not Included)
EXIsdflS Con"cuon
•••} Potential Future Connection (Conceptual Location)
Exhibit J-7
•✓
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Schedule 5 - Leander ETJ Tract
28.212 Acres
THAT PART OF THE JOHN T. CHURCH SURVEY, ABSTRACT No. 140, IN WILLIAMSON
COUNTY, TEXAS, BEING A PART OF THAT CALLED 49.556 ACRE TRACT OF LAND
CONVEYED TO HM CR 176-2243, LP, BY DEED RECORDED IN DOCUMENT No. 2018023178 OF
THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIN at a 3/8" iron rod found on the north line of said 49.556 Acre Tract, being also at the southeast
corner of an 89.41 Acre Tract of land conveyed to Anita Martinez, et al, by deed recorded in Document
No. 2012066513 (Cause No, 11-00262-CP4) of the Official Public Records of Williamson County, Texas,
and at the southwest corner of a 40,80 Acre Tract of land conveyed to HM CR 176-2243, LP, by deed
recorded in Document No, 2018012540 of the Official Public Records of Williamson County, Texas;
THENCE N69°28'39"E along the north line of said 49,556 Acre Tract, being also the south line of said
40.80 Acre Tract a distance of 232.16 feet;
THENCE S21 °19'19"E across said 49,556 Acre Tract a distance of 417.25 feet to a 60-D Nail found on
the south line said 49,556 Acre Tract, same being the north line of a 26.045 Acre Tract of land (Exhibit
B) conveyed to Tommy Diaz by deed recorded in Document No. 2002058098 of the Official Public
Records of Williamson County, Texas,
THENCE S68°57'32"W along the south line of said 49.556 Acre Tract, same being the north line of said
26.045 Acre Tract and along a old fence a distance of 758.02 feet to a 1/2" iron rod with cap labeled
RPLS 1847 found at the northwest corner of said 26.045 Acre Tract and the northeast comer of a 3.55
Acre Tract of land conveyed to Toby D. Steele by deed recorded in Document No. 2013066332 of the
Official Public Records of Williamson County, Texas;
THENCE S68°58'37"W continuing along the south line of said 49.556 Acre Tract, same being the north
line of said 3.55 Acre Tract and said fence, a distance of 393.43 feet to a 1/2" iron rod with cap labeled
RPLS 1847 found at the northwest corner of said 3.55 Acre Tract and the northeast corner of a 4.44 Acre
Tract of land conveyed to Dayton Klein Tnistee Living Trust by deed recorded in Document No.
2011012660 of the Official Pubic Records of Williamson County, Texas;
THENCE S69"02'52"W continuing along the south line of said 49.556 Acre Tract, same being the north
line of said 4.44 Acre Tract and along said fence a distance of 486.09 feet to a 1/2" iron rod with cap
labeled RPLS 1847 found at the northwest comer of said 4.44 Acre Tract and at the northeast corner of a
4.45 Acre Tract of land conveyed to Dayton Klein and Elyce Klein by deed recorded in Document No.
2004096526 of the Official Public Records of Williamson County, Texas;
THENCE S691103'15"W continuing along the south line of said 49.556 Acre Tract, same being the north
line of said 4.45 Acre Tract and along said fence, a distance of 479,74 feet to a 1/2" iron rod with cap
labeled RPLS 1847 found at the northwest corner of said 4.45 Acre Tract and at the northeast corner of a
8.08 Acre Tract of land conveyed to Brian K. Flachs and wife Lisa S, Flaehs by deed recorded in
Document No. 2005033065 of the Official Public Records of Williamson County, Texas;
THENCE S69'03'43 "W continuing along the south line of said 49.556 Tract, same being the north line of
said 8.808 Acre Tract and along said fence a distance of 798.84 feet to a 1/2" iron rod found at the
southwest comer of said 49.556 Acre Tract, being also at the northwest corner of said 8.08 Acre Tract and
on the east line of a 168.4 Acre Tract of land conveyed to CSM-IVlason Family LP by deed recorded in
Document No. 2011086909 of the Official Public Records of Williamson County, Texas;
Page 1 of 2779-DESC-28.212AC.DOCX
Page 1 of 3
28.212 Acres
THENCE N21'01'52"W along the west line of said 49.556 Acre Tract same being the east line of said
168.4 Acre Tract and along an old fence a distance of 423.35 feet to a 1/2" iron rod set at the northwest
corner of said 49.556 Acre Tract, being also at the southwest corner of said 89.41 Acre Tract;
THENCE N69°06'39"E along the north line of said 49.556 Acre Tract, the south line of said 89.41 Acre
Tract and along an old fence, a distance of 2681.86 feet to the Point of Beginning,
Containing 28.212 acres, more or less, as shown on the sketch attached.
All iron rods set have RJ Surveying caps. All rod found are 1/2" unless otherwise noted
Bearings are based on the Texas State Plane Coordinate system of 1983, Central Zone (4203)
William L. Joli ozi
Registered Pt fessiouai Land Surveyor No. 5425
gypOF
. �, .......
r? 4,0�tF9Fif'
State of Texas
WlL.L.IAM L. JOHNSpN
RJ Surveying & Associates, Ina,
2900 Jazz Street
"0• 5425
Round Rock, Texas 78664
Svi
F-10015400
Page 2 of 2 2779-DE5C-28.212AC.DOCX
Page 2 of 3
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Page 3 of 3
Schedule 6
Schedule 7
STATE OF TEXAS §
§ SECOND AMENDMENT TO
COUNTY OF WILLIAMSON § SECOND AMENDED AND RESTATED
§ CONSENT AGREEMENT
CITY OF GEORGETOWN §
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
CONSENT AGREEMENT ("Second CA Amendment") is entered into by and between the
City of Georgetown, Texas, a Texas home -rule municipality located in Williamson
County, Texas ("City"), HM Parkside, LP, a Texas limited partnership ("HM Parkside"),
HM Parkside Development, Inc., a Texas corporation affiliated with HM Parkside ("HM
Development"), HM GPII, LP, a Texas limited partnership affiliated with HM Parkside
("HM GPII"), HM 2243 Development, Inc., a Texas corporation affiliated with HM
Parkside ("HM 2243"), Williamson County Municipal Utility District No. 25 ("WCMUD
No. 25"), Parkside on the River Municipal Utility District No. 1 ("POR MUD No. 1"),
Parkside on the River Municipal Utility District No. 2 ("POR MUD No. 2"), and, on its
creation, Parkside on the River Municipal Utility District No. 3 ("POR MUD No. 3").
RECITALS:
A. City, HM Parkside, HM CR 176-2243, LP, a Texas limited partnership
affiliated with HM Parkside ("HM-CR"), Laredo W.O. Ltd., a Texas limited
partnership, and WCMUD No. 25 entered into the Second Amended and Restated
Consent Agreement (the "Second Consent Agreement"), dated as of October 17, 2019,
and recorded under Document No. 2019117039 in the Official Public Records of
Williamson County, Texas.
B. By Partial Assignment and Assumption Agreement dated effective June 25,
2020 and recorded under Document No. 2021073238, Official Public Records of
Williamson County, Texas, HM Parkside assigned its interest in and to the Second
Consent Agreement to HM Development as to certain land described therein and
referred to as the "Initial HM Development Property" (so referred to herein)
C. City, HM Parkside, HM Development, HM-CR, HM GPII, WCMUD No 25,
and POR MUD No. 1 entered into that certain First Amendment to the Second
Amended and Restated Consent Agreement, dated as of June 8, 2021 (the "First
CA Amendment") and re -recorded (to include all signature pages) under Document
No. 2021086193 in the Official Public Records of Williamson County, Texas, which,
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 1 of 21
(exhibits attached)
among other things, added the 314 Acre Tract and the 47 Acre Tract (as defined
separately therein, and as collectively defined therein as the "GPII Property") to the
Land.
D. By Assignment and Assumption Agreement (Second Amended and
Restated Consent Agreement) dated effective December 15, 2021 and recorded
under Document No. 2021190025, Official Public Records of Williamson County,
Texas, HM CR assigned all its interest in the Second Consent Agreement and First
CA Amendment to HM 2243.
E. By Partial Assignment and Assumption Agreement dated as of December
28, 2021 and recorded under Document No. 2021195619, Official Public Records of
Williamson County, Texas, HM Parkside assigned its interest in and to the Second
Consent Agreement and First CA Amendment to HM Development as to certain
land described therein and referred to as the "2111 HM Development Property" (so
referred to herein).
F. By Partial Assignment and Assumption Agreement dated as of March 1,
2024 and recorded under Document No. 2024015951, Official Public Records of
Williamson County, Texas, HM Parkside assigned its interest in and to the Second
Consent Agreement and First CA Amendment to HM Development as to certain
land described therein and referred to as the "3,d HM Development Property" (so
referred to herein).
G. The Second Consent Agreement, as amended by the First CA Amendment,
allows the creation of WCMUD No. 25, plus up to three additional municipal
utility districts on the Water Oak Property (as defined in Recital D of the Second
Consent Agreement), the Remainder Property (as defined in Section 1.04 of the
Second Consent Agreement), the 2243 South Tract (as defined in Section 1.05 of
the Second Consent Agreement and consisting of the 40 Acres and the 21.305
Acres), and the GPII Property (as defined in the First CA Amendment, consisting
of the 314 Acre Tract plus the 47 Acre Tract).
H. By order dated December 10, 2009 (per the Original Consent Agreement,
pre -dating the Second Consent Agreement, recorded as Document No. 2012006198
in the Official Public Records of Williamson County, Texas), pursuant to City of
Georgetown Resolution No. 022608-F, the TCEQ created WCMUD No. 25
consisting of 249.721 acres of land located on the Remainder Property. On May
31, 2012, WCMUD No. 25, pursuant to City of Georgetown Resolution No.
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 2 of 21 (exhibits attached)
0522112-T, annexed an additional 246.745 acres of land into the boundaries of
WCMUD No. 25 (being out of the Water Oak Property and the Remainder
Property). On August 14, 2014, pursuant to City of Georgetown Resolution No.
081214-L WCMUD No. 25 annexed an additional 48 +/- acres of land into the
boundaries of WCMUD No. 25 (being out of the Remainder Property). On
February 18, 2020, WCMUD No. 25, pursuant to City of Georgetown Resolution
No. 10082019-0, annexed an additional 62.048 acres of land into the boundaries of
WCMUD No. 25 (being the 2243 South Tract). On August 17, 2021, WCMUD No.
25, pursuant to City of Georgetown Resolution No. 060821-K, annexed an
additional 47.42 acres of land into the boundaries of WCMUD No. 25 (being the 47
Acre Tract out of the GPII Property). WCMUD No. 25 is a discontiguous district,
and as of the Effective Date of this Second CA Amendment consists of 653.868 total
acres of land located within the boundaries of the Water Oak Property, portions of
the Remainder Property, the 2243 South Tract, and the 47 Acre Tract out of the
GPII Property, lying both north and south of FM 2243.
I. On July 1, 2020, pursuant to City of Georgetown Resolution No. 082719-W,
the TCEQ created POR MUD No. 1 over approximately 272.512 acres of land out
of the Remainder Property.
J. On June 9, 2022, pursuant to City of Georgetown Resolution No. 121421-I,
the TCEQ created POR MUD No. 2 consisting of 539.542 acres of land out of the
Remainder Property.
K. On November 15, 2023, the City Secretary received the "Petition for
Creation of Parkside on the River Municipal Utility District No. 3" from HM GPII,
over the 314 Acre Tract (out of the GPII Property), as contemplated by the First CA
Amendment, and on January 9, 2024 the City passed and approved City of
Georgetown Resolution No. 010924-5.G consenting to the creation of POR MUD
No. 3.
L. City, HM Parkside, and HM-CR entered into that certain Development
Agreement Parkside on the River Subdivision (the "Original Development
Agreement"), dated as of November 19, 2019, and recorded under Document No.
2019117041, which was amended by that certain First Amendment to and Partial
Assignment of Development Agreement Parkside on the River Subdivision (the
"First DA Amendment") dated as of December 8, 2020, and recorded under
Document No. 2020162167, Official Public Records of Williamson County, Texas,
by and between City, HM Parkside, HM-CR, and HM Development, and further
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 3 of 21 (exhibits attached)
amended by that certain Second Amendment to Development Agreement
Parkside on the River Subdivision (the "Second DA Amendment") dated as of May
25, 2021, and recorded under Document No. 2021082512, Official Public Records
of Williamson County, Texas, by and between City, HM Parkside, HM
Development, HM-CR, and HM GPII.
M. The Original Development Agreement referenced a tract of land now
owned by HM 2243 consisting of 28.251 acres of land located south of FM 2243 and
adjacent to the In ETJ Tract (referred to as the "Leander ETJ Tract" in the Original
Development Agreement), then located in the extraterritorial jurisdiction and
water and wastewater Certificates of Convenience and Necessity Nos. 10302 and
20626, respectively, of the City of Leander (collectively, the "Leander CCNs").
N. By order dated August 23, 2023 in Docket No. 54595, the Public Utility
Commission granted the petition by HM 2243 for streamlined expedited release of
the Leander ETJ Tract from the Leander CCNs; by resolution dated September 21,
2023 the City of Leander released the Leander ETJ Tract from its extraterritorial
jurisdiction (Leander Resolution No. 23-017-00); and by resolution dated October
10, 2023 the City of Georgetown accepted the Leander ETJ Tract into its
extraterritorial jurisdiction (Georgetown Resolution No. 101023-5.AK), such that
as of the Effective Date of this Second CA Amendment, the Leander ETJ tract
owned by HM 2243 is not in any water or wastewater Certificate of Convenience
and Necessity, and is in the City of Georgetown's extraterritorial jurisdiction (note.
the legal description of the Leander ETJ Tract as set out in the resolutions
referenced in this Recital M, describes the Leander ETJ Tract as an 28.212 acre tract;
for all purposes of this Second CA Amendment, the Leander ETJ Tract description
will be as set forth in the resolutions described in this Recital M).
O. HM Parkside, HM Development, HM GPII, and HM 2243 wish to amend
the Second Consent Agreement to include the Leander ETJ Tract and, by petition
received by the City on December 21, 2023, have requested the City's consent to
annex the Leander ETJ Tract into WCMUD No. 25.
NOW, THEREFORE, for and in consideration of the promises and the mutual
agreements set forth herein, the City, HM Parkside, HM Development, HM GPII, and
HM 2243 hereby agree as follows:
1. Amendments. The Second Consent Agreement, as amended by the First CA
Amendment, is amended as follows:
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 4 of 21 (exhibits attached)
a. Section 2.02. The following terms are added to the definitions in Section
2.02:
"2nd HM Development Property" means the 171.334 acres described in
Special Warranty Deed dated as of December 28, 2021 and recorded
under Document No. 2021195608 of the Official Public Records of
Williamson County, Texas.
"3rd HM Development Property" means the 156.94 acres described in
Special Warranty Deed dated as of March 1, 2024 and recorded under
Document No. 2024015941 of the Official Public Records of Williamson
County, Texas.
"HM 2243" means HM 2243 Development, Inc., a Texas corporation.
"Leander ETJ Tract" means the 28.251 acres of land described and shown
on Schedule 5 attached to this Second CA Amendment.
"Parkside Party" means HM Parkside, HM Development, HM GPII, and
HM 2243.
"POR MUD No. 2" means Parkside on the River Municipal Utility
District No. 2, consisting of approximately 359.542 acres of land,
described and shown on Schedule 8 attached to this Second CA
Amendment, as more fully described in that certain "Order Granting
the Petition for Creation of Parkside on the River Municipal Utility
District No. 2" issued by the TCEQ on June 9, 2022.
"POR MUD No. 3" will mean, on its creation, Parkside on the River
Municipal Utility District No. 3, consisting of approximately 314.00
acres of land described and shown on Schedule 9 attached to this
Second CA Amendment.
b. Section 2.02. The following terms defined in Section 2.02 are repealed
and replaced with the following:
"Agreement" means the Second Consent Agreement, as modified by the
First CA Amendment and this Second CA Amendment.
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 5 of 21 (exhibits attached)
"Authorized Assignee" means, as to the Parkside Property, any entity
controlled by, controlling, or under common control with a Parkside
Party.
"Developer Parties" means HM Parkside as to all the Remainder Property
except the Initial HM Development Property, the 2^d HM Development
Property and the 3rd HM Development Property, HM Development as
to the Initial HM Development Property, the 2°d HM Development
Property and the 3rd Development Property; HM 2243 as to the 2243
South Tract and the Leander ETJ Tract; HM GPII as to the GPII Property;
LWO as to the Water Oak Property; and their respective permitted
assigns under this Agreement, but does not include a Lender unless the
Lender forecloses and elects to become a party to this Agreement as
permitted by Section 11.11(h) and does not include an End Buyer.
"Districts" means, collectively, WCMUD No. 25, POR MUD No. 1, POR
MUD No. 2 and, when created, POR MUD No. 3, whose boundaries and
general locations are shown on the attached Schedule 10.
"Land" means the Original Land plus the 2243 South Tract, the GPII
Property, and the Leander ETJ Tract.
"Parkside Development Agreement" means the Development Agreement
originally by and between the City, HM Parkside, and HM-CR
pertaining to the development of the Parkside Property, which was
approved by the City Council on October 8, 2019 by City Ordinance No.
2019- 69 and recorded under Document No. 2019117041, as amended by
First Amendment to and Partial Assignment of Development
Agreement Parkside on the River Subdivision dated December 8, 2020,
approved by the City Council on December 8, 2020 by City Ordinance
No. 2020-84, and recorded under Document No. 2020162167, Official
Public Records of Williamson County, Texas, and by Second
Amendment to Development Agreement Parkside on the River
Subdivision dated to be effective on May 25, 2021 approved by the City
Council on May 25, 2021 by City Ordinance No. 2021-40, and recorded
under Document No. 2021082512, Official Public Records of Williamson
County, Texas, and by Third Amendment to Development Agreement
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 6 of 21 (exhibits attached)
Parkside on the River Subdivision dated on or about the date of this
Second CA Amendment.
"Parkside Property" means collectively, the Remainder Property, the 2243
South Tract, the GPII Property, and the Leander ETJ Tract.
"Parties" means, collectively, City, HM Parkside, Laredo WO, Ltd.,
WCMUD No. 25, HM GPII, HM Development, HM 2243, POR MUD No.
1, POR MUD No. 2, and, on its execution of this Agreement, POR MUD
No. 3.
"POR MUD No. 1" means Parkside on the River Municipal Utility
District No. 1, consisting of approximately 272.512 acres of land,
described and shown on Schedule 7 attached to this Second CA
Amendment, and as more fully described in that certain "Order
Granting the Petition for Creation of Parkside on the River Municipal
Utility District No. 1" issued by the TCEQ on July 16, 2020.
"WCMUD No. 25" means Williamson County Municipal Utility District
No. 25, a discontiguous district consisting of approximately 653.868 total
acres of land located within the boundaries of the Water Oak Property,
portions of the Remainder Property, the 2243 South Tract, the 47 Acre
Tract out of the GPII Property, and, if approved by the WCMUD No. 25
Board of Directors, also including the Leander ETJ Tract, described and
shown on the attached Schedule 6.
c. Section 2.02. The term "Additional District," as used in the Agreement,
is deleted and the term "Additional Districts" set out below is
substituted in its place each place it appears in the Agreement.
Additional Districts: POR MUD No. 2 and POR MUD No. 3, which are
the last 2 municipal utility districts that may be created in accordance
with Chapter 54 of the Texas Water Code and this Agreement over
portions of the Parkside Property. All references in the Agreement to
the/an "Additional District" will mean and refer to the Additional
Districts as defined in this Second CA Amendment. No other special
districts of any kind are authorized to be created by the Agreement.
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 7 of 21 (exhibits attached)
d. Section 4.04. Section 4.04 of the Agreement (as amended by the First CA
Amendment) is repealed and replaced with the following:
4.04. (a) The City acknowledges receipt of WCMUD No. 25's and HM
GPII's April 20, 2021 "Petition for Consent to Annex Land into
Williamson County Municipal Utility District No. 25", in accordance
with Section 54.016 of the Texas Water Code, Section 42.042 of the Texas
Local Government Code, and Section 13.10 of the UDC for annexation
of the 47 Acre Tract into WCMUD No. 25.
(b) The City acknowledges receipt of WCMUD No. 25's and HM 2243's
January 16, 2024 "Petition for Consent to Annex Land into Williamson
County Municipal Utility District No. 25", in accordance with Section
54.016 of the Texas Water Code, Section 42.042 of the Texas Local
Government Code, and Section 13.10 of the UDC for annexation of the
Leander ETJ Tract into WCMUD No. 25.
e. Section 4.05. Section 4.05 of the Agreement (as amended by the First CA
Amendment) is repealed and replaced with the following:
4.05. (a) The City Council hereby consents to the inclusion of the 47
Acre Tract within the boundaries of WCMUD No. 25. No further action
will be required on the part of the City to evidence its consent to the
annexation of the 47 Acre Tract into WCMUD No. 25; however, the City
agrees to provide any additional confirmation of its consent that may
be required by HM GPII or WCMUD No. 25 if requested to do so.
(b) The City Council hereby consents to the inclusion of the Leander ETJ
Tract within the boundaries of WCMUD No. 25. No further action will
be required on the part of the City to evidence its consent to the
annexation of the Leander ETJ Tract into WCMUD No. 25; however, the
City agrees to provide any additional confirmation of its consent that
may be required by HM 2243 or WCMUD No. 25 if requested to do so.
f. Section 4.06. Section 4.06 of the Agreement (as amended by the First CA
Amendment) is repealed and replaced with the following:
4.06. (a) WCMUD No. 25 shall provide the City with certified copies
of all orders or resolutions effectuating the lawful annexation of the 47
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 8 of 21 (exhibits attached)
Acre Tract into WCMUD No. 25 within ten (10) days after the effective
date of same.
(b) WCMUD No. 25 shall provide the City with certified copies of all
orders or resolutions effectuating the lawful annexation of the Leander
ETJ Tract into WCMUD No. 25 within ten (10) days after the effective
date of same.
g. Section 4.07. A new Section 4.07 is added to the Agreement as follows:
4.07. Pursuant to that certain "Petition for Creation of Parkside on
the River Municipal Utility District No. 3" dated November 15, 2023
from HM GPII pertaining to the 314 Acre Tract (being that portion of
the GPII Property that is not within the boundaries of WCMUD No. 25)
submitted in accordance with Section 54.016 of the Texas Water Code,
Section 42.042 of the Texas Local Government Code, Section 13.10 of
the UDC, and Sections 5.01 and 5.02 of the Agreement (as amended by
the First CA Amendment), on January 9, 2024 City Council passed and
approved Resolution No. 010924-5.G consenting to the creation of POR
MUD No. 3 over the 314 Acre Tract. HM GPII shall provide the City
with certified copies of all TCEQ orders pertaining to the creation of
POR MUD No. 3 with ten (10) days of issuance of same.
h. Section 7.03. Section 7.03 of the Agreement (as amended by the First CA
Amendment) is repealed and replaced with the following:
7.03. Except for the 2243 South Tract, the 47 Acre Tract, and the
Leander ETJ Tract, WCMUD No. 25 shall not annex any other land into
its boundaries without also amending this Agreement, the Development
Agreement, and securing the City's express written consent to the
annexation as evidenced by a resolution of the City Council.
i. Section 7.04. Section 7.04 of the Second Consent Agreement is repealed
and replaced with the following:
7.04 (a) No additional land may be annexed into the boundaries of
POR MUD No. 1 except by written amendment to this Agreement and
the Development Agreement pursuant to a written petition for
annexation jointly executed by the Board of Directors of POR MUD No.
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water,Oak Subdivision
Page 9 of 21 (exhibits attached)
1 and the landowner(s) filed with the City Secretary meeting the
requirements of this Agreement, and the City's express written consent
to the annexation as evidenced by a signed resolution of the City
Council.
(b) No additional land may be annexed into the boundaries of POR
MUD No. 2 except by written amendment to this Agreement and the
Development Agreement pursuant to a written petition for annexation
jointly executed by the Board of Directors of POR MUD No. 2 and the
landowner(s) filed with the City Secretary meeting the requirements of
this Agreement, and the City's express written consent to the annexation
as evidenced by a signed resolution of the City Council.
(c) No additional land may be annexed into the boundaries of POR
MUD No. 3 except by written amendment to this Agreement and the
Development Agreement pursuant to a written petition for annexation
jointly executed by the Board of Directors of POR MUD No. 3 and the
landowner(s) filed with the City Secretary meeting the requirements of
this Agreement, and the City's express written consent to the annexation
as evidenced by a signed resolution of the City Council..
j. Section 14.01. Section 14.01 is hereby repealed and replaced with the
following:
"14.01. Notice. All notices, requests or other communications required
or permitted by this Agreement shall be in writing and shall be sent by
(i) overnight courier or hand delivery, or (ii) certified mail, postage
prepaid, return receipt requested, and addressed to the parties at the
following addresses:
HM Parkside:
1-1M Development
HM GPII
HM 2243: HM Parkside, LP
HM GPII, LP
HM Parkside Development, Inc.
HM 2243 Development, Inc.
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn.: Blake J. Magee
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 10 of 21 (exhibits attached)
With a required copy to:
Hurst, Savage & Vanderburg, LLP
814 W. 10'" Street
Austin, Texas 78701
Attn.: Ann Engles Vanderburg
City: City Manager
City of Georgetown
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
With a required copy to:
City Attorney
City of Georgetown
809 Martin Luther King Jr. St.
Georgetown, Texas 78626
WCMUD No. 25: Williamson County Municipal Utility District No. 25
c/o Allen Boone Humphries Robinson LLP
1108 Lavaca Street, Suite 510
Austin, Texas 78701
Attn: Mr. Trey Lary
Phone: (512) 518-2424
POR MUD No. 1:
POR MUD No. 2:
POR MUD No. 3:
Parkside on the River MUD No. 1
Parkside on the River MUD No. 2
Parkside on the River MUD No. 3
c/o Armbrust & Brown, PLLC
100 Congress Avenue, Suite 1300
Austin, Texas 78701
Attn: Mr. John Bartram
Phone: (512) 435-2300
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 11 of 21
(exhibits attached)
2. Defined Terms. Capitalized terms used in this Second CA Amendment that are
not otherwise defined shall have the meanings set forth in the Second Consent
Agreement, or First CA Amendment, as applicable.
3. Counterparts. This Second CA Amendment may be executed in multiple
counterparts, each of which shall be deemed an original instrument, and all of
which, taken together, shall constitute one and the same instrument. The
signature of any party hereto to any counterpart hereof shall be deemed a
signature to, and may be appended to, any other counterpart hereof.
4. Effective Date. This Second CA Amendment will become effective as to the
City, the Parkside Parties, WCMUD No. 25, POR MUD No. 1 and POR MUD
No. 2 on the latest date accompanying the signature lines for each of them
below, and as to POR MUD No. 3 after its creation and when executed by a
duly authorized representative of the Board of Directors.
5. Recording. This Second CA Amendment will be recorded in the Official
Records of Williamson County, Texas by HM Parkside at its expense.
EXHIBIT LIST
Schedule 5
Leander ET Tract metes and bounds and sketch
Schedule 6
Schedule 7
WCMUD No. 25 metes and bounds and sketch
POR MUD No. 1 metes and bounds and sketch
Schedule 8
POR MUD No. 2 metes and bounds and sketch
Schedule 9
POR MUD No. 3 metes and bounds and sketch
Schedule 10
Boundary MaIR showing WCMUD No. 25, POR MUD Nos. 1-3
jSignature Pages to Folloit j
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 12 of 21 (exhibits attached)
CITY OF GEORGETOWN, TEXAS
By:
Printed Name: lush Schroeder
Title: Mayor
ATTEST:
13 `,
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
15y:
Skye Masson, City Attorney
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me the day of
, 2024, by Josh Schroeder, Mayor of the City of Georgetown, Texas,
a home -rule city, on behalf of the City.
(seal)
Notary Public State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 13 of 21 (exhibits attached)
HM PARKSIDE, LP, a Texas limited
partnership
By. Hanna/Magee GP #1, Inc., a Texas
corporation, General Partner
By:
STATE OF TEXAS §
COUNTY OF TRAVIS §
Blake J. Magee, President
This instrument was acknowledged before me the day of
2024, by Blake J. Magee, President of Hanna/Magee GP #1, Inc., a
Texas corporation, General Partner of HM PARKSIDE, LP, a Texas limited partnership,
on behalf of said corporation and partnership.
(seal)
Notary Public State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 14 of 21 (exhibits attached)
HM PARKSIDE DEVELOPMENT, INC., a
Texas corporation
By:
STATE OF TEXAS §
COUNTY OF TRAVIS §
Blake J. Magee, President
This instrument was acknowledged before me the day of
2024, by Blake J. Magee, President of HM PARKSIDE
DEVELOPMENT, INC., a Texas corporation, on behalf of said corporation.
(seal)
Notary Public State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 15 of 21 (exhibits attached)
HM GPII, LP, a Texas limited partnership
By: Hanna/Magee GP #1, Inc., a Texas
corporation, General Partner
Blake J. Magee, President
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me the day of
. 2024, by Blake J. Magee, President of Hanna/Magee GP #1, Inc., a
Texas corporation, General Partner of HM GPII, LP, a Texas limited partnership, on
behalf of said corporation and partnership.
(seal)
Notary Public State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 16 of 21 (exhibits attached)
HM 2243 DEVELOPMENT INC., a Texas
corporation
By:
STATE OF TEXAS §
COUNTY OF TRAVIS §
Blake J. Magee, President
This instrument was acknowledged before me the day of
2024, by Blake J. Magee, President of HM 2243 DEVELOPMENT,
INC., a Texas corporation, on behalf of said corporation.
(seal)
Notary Public State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 17 of 21 (exhibits attached)
WILLIAMSON COUNTY MUNICIPAL
UTILITY DISTRICT NO.25
By:
Printed Name:
Title:
ATTEST:
By:
Printed Name:
Title:
STATE OF TEXAS §
COUNTY OF
This instrument was acknowledged before me on the day of
. 20_, by . President of the Board of
Directors of the Williamson County Municipal Utility District No. 25, a municipal utility
districting operating under Chapters 49 and 54 of the Texas Water Code.
(seal)
By:
Notary Public, State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 18 of 21 (exhibits attached)
PARKSIDE ON THE RIVER MUNICIPAL
UTILITY DISTRICT NO.1
By:
Printed Name:
Title:
ATTEST:
By:,
Printed Name:
Title:
STATE OF TEXAS
COUNTY OF
_ day of
, 20_, by President of the Board of
Directors of the Parkside on the River Municipal Utility District No.1, a municipal utility
districting operating under Chapters 49 and 54 of the Texas Water Code.
(seal)
This instrument was acknowledged before me on the
fay:
Notary Public, State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 19 of 21 (exhibits attached)
PARKSIDE ON THE RIVER MUNICIPAL
UTILITY DISTRICT NO.2
Im
Printed Name:
Title:
ATTEST:
B-t
Printed Name:
Title:
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the day of
20J by , President of the Board of
Directors of the Parkside on the River Municipal Utility District No. 2, a municipal utility
districting operating under Chapters 49 and 54 of the Texas Water Code.
(seal)
Bv:
Notary Public, State of Texas
Second Amendment to Second Consent Agreement
Parkside on the River Subdivision/Water Oak Subdivision
Page 20 of 21 (exhibits attached)
FILED AND RECORDED
OFFICIAL PUBLIC RECORDS 2024031828
AGR Fee: $221.25
04/23/2024 11:57 AM OSALINAS
� w Nancy E. Rlster, County Clerk
Williamson County, Texas