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HomeMy WebLinkAboutRES 040924-4.P - Parkside on the RiverRESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF GEORGETOWN, TEXAS, APPROVING THE "SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED CONSENT AGREEMENT" BETWEEN THE CITY OF GEORGETOWN, HM PARKSIDE, LP, HM PARKSIDE DEVELOPMENT INC., HM CR 176-2243, L.P., HM-GP II, LP, HM 2243 DEVELOPMENT INC., WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 25, PARKSIDE ON THE RIVER MUNICIPAL UTILITY DISTRICT NO. 1, PARKSIDE ON THE RIVER NO. 2, AND, UPON ITS CREATION, PARKSIDE ON THE RIVER MUNICIPAL UTILITY DISTRICT NO.3, TO MAKE A 28.251 ACRE TRACT OF LAND LOCATED SOUTH OF FM 2243 SUBJECT TO THE CONSENT AGREEMENT AND EXPRESS CONSENT FOR WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 25 TO ANNEX THE 28.251 ACRE TRACT; MAKING CERTAIN FINDINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City, HM Parkside, HM-CR, HM Development, 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. WHEREAS, the City, HM Parkside, HM Development, HM-CR, HM GPII, and WCMUD No 25 entered into that certain First Amendment to the Second 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, 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. WHEREAS, the Second Consent Agreement, as amended by the First CA Amendment, allows the creation of WCMUD No. 25, plus up to three (3) 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 Resolution No. ii�-f'm z —4(. / , Approving Second Amendment to Second Amended and Restated Consent Agreement Water Oak Subdivision and Parkside on the River Subdivision (WCMUD No. 25 and Parkside on the River MUDS) Page 1 of 4 GPII Property (as defined in the First Amendment, consisting of the 314 Acre Tract plus the 47 Acre Tract). WHEREAS, 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 Water Oak Property. On May 31, 2012, WCMUD No. 25, pursuant to City of Georgetown Resolution No. 0522112-T, annexed an additional 246.745 acres of land into the boundaries of WCMUD No. 25 (consisting of the 2243 South Tract), and on August 14, 2014, pursuant to City of Georgetown Resolution No. 081214-J, annexed an additional 48 +/- acres of land into the boundaries of WCMUD No. 25 (consisting of the 47 Acre Tract, out of the GPII Property). WCMUD No. 25 is a discontiguous district, and as of the Effective Date of the Second CA Amendment consists of 544.466 total acres of land located within the boundaries of the Water Oak Property and including portions of the Remainder Property and the GPII Property and lying both north and south of FM 2243. WHEREAS, on July 1, 2020, pursuant to City of Georgetown Resolution No. 0827190-W, the TCEQ created POR MUD No.1 over approximately 272.512 acres of land out of the Remainder Property. WHEREAS, 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. WHEREAS, 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 GP II 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. WHEREAS, the 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 further amended by that certain Second Amendment to Development Agreement Parkside on the River Subdivision (the "Second DA Resolution No. OM— 24 _ �- Approving Second Amendment to Second Amended and Restated Consent Agreement Water Oak Subdivision and Parkside on the River Subdivision (WCMUD No. 25 and Parkside on the River MUDS) Page 2 of 4 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 GP II. WHEREAS, the Original Development Agreement referenced a tract of land 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"). WHEREAS, 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 Second Amendment Effective Date, 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. WHEREAS, by petition received by the City on January 16, 2024, the owner of the "Leander ETJ Tract" and WCMUD No. 25 jointly requested the City's consent to annex the Leander ETJ Tract into WCMUD No. 25. WHEREAS, 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. WHEREAS, Laredo W.O. Ltd has received all developer reimbursements from Williamson County MUD No. 25 to which it is entitled; therefore, the Second Consent Agreement may be amended by the remaining parties pursuant to Section 14.05 of the Second Consent Agreement. WHEREAS, the remaining parties desire to make other conforming changes as shown in the Second Amendment to the Second Consent Agreement attached to this Resolution as Attachment 1. Resolution No. 0 Vol z - V r Approving Second Amendment to Second Amended and Restated Consent Agreement Water Oak Subdivision and Parkside on the River Subdivision (WCMUD No. 25 and Parkside on the River MUDs) Page 3 of 4 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: 1. The meeting at which this Resolution was approved was in all things conducted in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. 2. The City Council hereby finds that the foregoing recitals are true and correct, and the recitals are hereby incorporated into this Resolution by reference for all purposes as set forth in full. 3. The City Council hereby approves the Second Amendment to the Second Amended and Restated Consent Agreement in substantially the form attached hereto as Attachment 1. 4. If any provision of this Resolution 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 Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are hereby declared to be severable. 5. The Mayor is authorized to sign this Resolution and the Second Amendment to the Second Amended and Restated Consent Agreement in substantially the form attached hereto as Attachment 1, and the City Secretary is authorized to attest. 6. This Resolution shall be effective immediately upon its adoption. Attachment List: Attachment 1 - Second Amendment to the Second Ame a and Restated Consent Agreement (including all exhibits and schedules) PASSED AND APPROVED on the 7 day 4 4&V 204. ATTEST: TH CITY OF Robyn Densmore ,�,nl�of,� Jo Schroeder, City Secretary .Ll¢� M APPROVED AS TO FORM: Skye Masson, City oAttornZe Resolution No. yb� Z Approving Second Amendment to Second Amended and Restated Consent Agreement Water Oak Subdivision and Parkside on the River Subdivision (WCMUD No. 25 and Parkside on the River MUDs) Page 4 of 4 2024031829 AGR Total Pages: 32 III h'i *4 P'Nti��f�:r��'1h'��f�� t�h'bh�'��� 11111 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 "2nd 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-J, 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 N, 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 N). 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. "311 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 3,d 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, FOR MUD No. 1, FOR MUD No. 2, and, on its execution of this Agreement, FOR 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 FOR 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: HM 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. 1011, Street Austin, Texas 78701 Attn.: Ann Engles Vanderburg Cam: 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 I'OR 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. Def ivied 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. Rec_ordine. 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 WCMUD No. 25 metes and bounds and sketch Schedule 7 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 1 Boundary Map showing WCMUD No. 25, POR MUD Nos. 1-3 [Signature pages to Follow! Second Amendment to Second Consent Agreement Parkside on the River Subdivision/Water Oak Subdivision Page 12 of 21 (exhibits attached) CITY OF GEORGfTO)VN, TEXAS By: Printed Na Title: P ATTEST: By: —A4� nsmore, City Secretary e4t- 1 ,7-" APPROVED AS TO FORM: By- X� 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-rul city, on behalf of the City. (seal)°4e� ; CYNTHIA V. CONOMOS Notary Public, State of Texas Comm, Expires 08-31-2025 °.���''� Notary ID 130704886 Notary P 'c 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: lil,�kc DJM-a�,'cc, President STATE OF TEXAS § COUNTY OF TRAVIS § Chi instrument was acknowledged before me the day of 2024, by Blake J. Magee, President of Hanna/Magee GP #1, Inc., a xas corporation, General Partner of HM PARKSIDE, LP, a Texas limited partnership, on behalf of said corporation and partnership. (seal) , I W� (A' "" '�� CORINA R. FiINOJOS WTARYPIIBLIC•STATEOFTE11A8 Notary Public State of Texas ,,�<<,r ins 2279126 COINp. EXP.09-28-2024 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: 4,1.gee, President STATE OF TEXAS § § COUNTY OF TRAVIS § This instrument was acknowledged before me the b day of -� 2024, by Blake J. Magee, President of HM PARKSIDE n ELOPMENT, INC., a Texas corporation, on behalf of said corporation. (seal) A�*CORINA R. HINl' 1 i< NOTARY PUBLIC STATE OP ►EE1(�6 ��7 lot 2279126 ���N MM, EXP. 09-28-2024 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 By: lily . Magec, President STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me the IV day of 2024, by Blake J. Magee, President of Hanna/Magee GP #1, Inc., a T axas corporation, General Partner of HM GPII, LP, a Texas limited partnership, on behalf of said corporation and partnerslii i (seal) riirrrrrrrrrirrurrrrnnrirrrrrurrirrQ -Pr [Coi-v CORINA R. HINOjosNOTARYPUBLIC-STATEOFTEXAS Notary Public State of Texas 100 2279126 COMM. EXP.09-26-2024 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 corporatioii - f3v: 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 HM 2243 DEVELOPMENT, IN _., a Texas corporation, on behalf of said corporation. (seal) N//IRIpY/I///I//I////IiI/ II// C•ORIfVA �r R. tuNp q xorest-STATEOFMA IDr 1 6 Notary Public State of erxas �27 2 //ii /i/COMM�@KP 0928-2024 . 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 /Printed Name: Ta S on No, keno Title: _ey-tsl1clkt 1 �-- ATTEST: By: z Printed Name: (tfo I\Ac&\go Title:_ Sec.re42ry STATE OF TEXAS § COUNTY OF Tyra v i S § This instrument was acknowledged before me on the q day of M art in 20-0 by _TA SU to N arixo de Le,,* M"orresfren 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) vn��, HALEY E. MOORE gym,, Notary Public, State of Texas Notary Public, State of Ttmi!; Comm. Expires 06-09-2026 ";,irrOFloV Notary ID 133805747 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 :0: of :n Printed Name: Title: i �� r(1of D1 (S ATTEST. ley: Printed Name: �M � Title:�__�Q,1(A(yauCc� aF�l(eCOCS STATE OF TEXAS § COUNTY OF TR AV I S § This instrument was acknowledged before me on the �3 1 S+ day of J 20, t by W ak e, 9 ay ei s , President of the Board of Direct rs 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) _ JAIME 0, COLMENERO ' a Notary Public, State of Texas :*= Notary Ib# 12815006-1 By: , My Commission Expires N ry Public, State of Texas JAN ARY 19, 2026 Second Amendment to Second Consent Agreement Parkside on the River Subdivision/Water Oak Subdivision Page 19 of 21 (exhibits attached) z.. PARKSIDE ON THE RIVER MUNICIPAL UTILITY DISTRICT NO.2 liy:— Printed Name: W I d l A" 'ate' Printed Name: Title: STATE OF TEXAS COUNTY OF TR A V 15 This instrument was acknowledged before me on the 9 day of 20M by (AlliqkA Sc ASsx,Epll} q2c f CiG(y of the Board of Directorsof the Parkside on the River Municipal Utility I )istrict No. 2, a municipal utility districting operating under Chapters 49 and 54 of the Texas Water Code. (seal) �;; :�;-�JAIME 0. 6O MENER Notary Public, state of Texas Notary ID# 12815006-1 ' % •' My Commission Expires Ali v 19, 2026 By: Nc ry Public, Sty h of Texas Second Amendment to Second Consent Agreement Parkside on the River Subdivision/Water Oak Subdivision Page 20 of 21 (exhibits attached) PARKSIDE ON THE RIVER MUNICIPAL UTILITY DISTRICT NO.3 By: Printed Name: I itlr: ATTEST: BN': 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 Parkside on the River Municipal Utility District No. 3, a municipal utility districting operating under Chapters 49 and 54 of the Texas Water Code. (seal) 13v: Notary Public, State of Texas Second Amendment to Second Consent Agreement Parkside on the River Subdivision/Water Oak Subdivision Page 21 of 21 (exhibits attached) Schedule 5 28.212 Acres THAT PART OF THE JOHN T, CHURCH SURVEY, ABSTRACT No, 140, IN W]I,LIAMSON 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 confer 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. TIIENCE 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 corner 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; TIIENCE S68058'37"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 Tmct and the northeast corner of a 4.44 Acre Tract of land conveyed to Dayton Klein Trustee Living Trust by deed recorded in Document No. 2011012660 of the Official Pubic Records of Williamson County, Texas; TI-TBNCC 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 corner 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 WilJiamson County, 'Texas; THENCE S69003'15"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 comer of a 8.08 Acre Tract of land conveyed to Brian K. FIachs and wife Lisa S. Flachs 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 168A Acre Tract of land conveyed to CSM-Mason 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 112" 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; TUENCE 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) _ is :;MlvVA I Y. ZP1L/ William L. Jol on Registered P lassional Land Surveyor No. 5425 State of Texas l� WILLIAM L. JOHNSON RJ Surveying & Associates, Inc. a9 5425 P 2900 Jazz Street Round Rock, Texas 78664't4i sul�v� F-10015400 sc�i Page 2 of 2 2779- D ESC-28.212AC. DOCX Page 2 of 3 s I ^� g S21 '19'19 E 417.25' pj b �N z CL W U Q 4 a � N a� '9 As V � o �� z � �i LW U� a e�o rA Q Z o� o Q � j p Lo 4 LAJ Q N Nc p $ I I -APPROMMATE LOCATION 423,35' � OF SURVEY LINE N21 '01 '52 "W �1 M. HICKS SURVEY i A6SIRACT Na 267 �. l 2 I I Nd ?�:W1 I ZOZ/5 L/1 '6MP•1DVd1 DV Z LZ•9Z-6ggZ\�F)UIn,eJ(J\e,nsuivad aPOSIARd-6LLZ\004z- L SLZ ❑5 IIAD\ S cM 0 cM N 01 ca Schedule 6 I m = a O N � N O w boo z m /v z L.l g m S N O p W mIb yy W C)m y i t tI�S. r / Z t IA S� N i I u - L F I AAA m WILLIAMSON COUNTY BOUNDARY MAP EXHIBIT OF (NStantec 1 -- — MUNICIPAL UTILITY DISTRICT NO, 26 OF 28.212 A1'Ntl OF LAND OUT OF THE JOHN Aesma,-' "° IW, S77VAlE0 IN YAWAMSON �.^n• TE%A£ Page 1 of 3 c I t� t :y k % f 't ,t B j=0 1 I I S — WILLIAMSON COUNTY BOUNDARY MAP EXHIBIT OF Stantec N� - y of 28,212 ACRES OF LAND OUT OF THE JOIN T, CMMIq yylY['/, -- MUNICIPAL UTILITY DISTRICT NO, 25 ABSTRACT NO. 140, UTUATED iN "WAMsoN co MT . MA& • �- — --• Page 2 of 3 -- — — k ..s of D N � 1•�'^mom ✓ � Y :�� -�� ZZ WILLIAMSON COUNTY BOUNDARY MAP EXHIBIT OF ® Siantec W I OF 28.212 ACRES OF LAND OUT OF THE JOIN T. 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