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Home My WebLink AboutORD 2024-26 - Ragsdale Ranch Consent AgreementORDINANCE NO. aQZif — & AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS APPROVING THE"CONSENT AGREEMENT," BETWEEN THE CITY OF GEORGETOWN, TEXAS AND HK RAGSDALE, LLC CONSENTING TO THE CREATION OF A MUNICIPAL UTILITY DISTRICT IN THE CITY'S EXTRATERRITORIAL JURISDICTION OVER APPROXIMATELY 335.84 ACRES OF LAND GENERALLY SITUATED NORTH OF FM 3405 BETWEEN BELTORRE DRIVE AND CR 289 IN WILLIAMSON COUNTY, TEXAS; REPEALING CONFLICTING ORDINANCES AND RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE DATE. HK Ragsdale, LLC, ("Developer") owns approximately 335.84 acres of land in Williamson County, Texas, which is a portion of that certain 372.128-acre tract more particularly described in that certain Special Warranty Deed dated December 9, 2021 from Connie Bravo, Tommy Ragsdale, Frances Rehfeld, and Glen Ragsdale to HK Ragsdale, LLC, a Texas limited liability company, recorded in the Official Public Records of Williamson County, Texas as Document No. 20211192126, and sometimes referred to as "Ragsdale Ranch"_(the "Land"). WHEREAS, the Land lies entirely within the City's extraterritorial jurisdiction ("ETJ"), is not contiguous to the City limits or within the City's electric service area, is within the City's water Certificate of Convenience and Necessity No. 12369 (a/k/a the "COG Western District"), and can be connected to the City's wastewater utility system and receive retail wastewater service from the City under the terms and conditions of this Agreement. WHEREAS, on January 25, 2023, Developer filed the Creation Petition with the City Secretary's office requesting the City's consent to create a municipal utility district encompassing the Land (the "District"), and to develop a 1,161 lot single-family residential subdivision on the Land having retail water and wastewater service provided by the City, under the terms and conditions of the attached Consent Agreement. WHEREAS, Section 42.042 of the Texas Local Government Code and Section 54.016 of the Texas Water Code require the City's written consent to create a municipal utility district within a city's ETJ. WHEREAS, the purpose of the Consent Agreement and the Related Agreements is to set out the mutually agreeable terms and conditions relating to the creation and operation of the District, development of the Land, and provision of Water Service and Wastewater Service to customers on the Land. The Consent Agreement and the Related Agreements are essential elements of the granting of the City's consent to creation of the District. NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: Section 1. The meeting at which this ordinance was approved was in all things conducted in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. Ordinance No. H -' �-0 Approving Consent Agreement (HK Ragsdale, LLC - Ragsdale Ranch) Page 1 of 2 Section 2 The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this ordinance complies with the Vision Statement of the City of Georgetown 2030 Comprehensive Plan. Section 3. The City Council hereby adopts and approves the Consent Agreement in substantially the form attached as Exhibit A. Exhibit A is incorporated into this Ordinance for all purposes by this reference. Section 4. f any provision of this ordinance or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are hereby declared to be severable. Section 5. The Mayor is hereby authorized to execute this Ordinance and Consent Agreement attached as Exhibit A and the City Secretary to attest. The Consent Agreement and this Ordinance shall become effective in accordance with the provisions of the Charter of the City of Georgetown. Attachment: Exhibit A — Consent Agreement (with attachments) PASS D AND APPROVED ON FIRST READING ON THE I DAY OF 2024. Qa PASSED AND APPROVED ON SECOND READING ON THE 0 DAY OF 2024. ATTEST: Robyn De smore, City Secretary APPROVED AS TO FORM: Skye Wasson, City Attorney THE CITY OF (;I?ORGETOWN: J� tih Schroeder, Mayor Ordinance No. ?b7iq — -L� Approving Consent Agreement (HK Ragsdale, LLC - Ragsdale Ranch) Page 2 of 2 2024043776 AGR Total Pages: 145 1111 NrAteh 1, 11:1 J14 L Y CONSENT AGREEMENT BY AND BETWEEN: THE CITY OF GEORGETOWN, TEXAS 001 HK RAGSDALE, LLC AND WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. DATE: n 2024 TABLE OF CONTENTS ARTICLE 1. INTRODUCTION AND DEFINITIONS............................................................. 2 1.01 Effect of Recitals............................................................................................. 2 1.02 Definitions...................................................................................................... 2 ARTICLE 2. CONSENT TO CREATION; REQUIRED CONDITIONS .............................. 23 2.01 Petition for Consent to Creation of the District ..................................... 23 2.02 Reimbursement of City Costs and Expenses .......................................... 23 2.03 Organizational Meeting of the District's Board ..................................... 23 2.04 Execution of this Agreement by District ................................................. 23 2.05 Execution of Consent to the Partial Assignment of Receivables Agreementby District.............................................................................................. 2.06 Limit on District's Authority..................................................................... 23 24 2.07 Effect of Developer's Failure to Timely Execute and Return Documents.................................................................................................................. 24 2.08 2.09 Withdrawal of Consent............................................................................... Required Submittals to the City Prior to Creation of the District...... 24 25 2.10 No Incorporation; No Other Jurisdiction; No Annexation .................. 26 2.11 Annexation of Land into the District....................................................... 26 2.12 Limit on Exercise of Eminent Domain Powers ....................................... 26 2.13 Service Contracts and Interlocal Agreements ......................................... 26 2.14 Requirement for Petition for Annexation Waived ................................ 27 ARTICLE 3. ISSUANCE OF BONDS BY DISTRICT............................................................. 27 3.01 Restrictions on Issuance of Bonds............................................................ 27 3.02 3.03 3.04 3.05 3.06 3.07 3.08 Authorized Purposes................................................................................... Timing of Issuances..................................................................................... Amount of Bonds......................................................................................... Bond Requirements..................................................................................... Certifications and Notice............................................................................ Bond Objections...........................................................................................30 Official Statements...................................................................................... 27 28 28 29 29 31 3.09 Reporting....................................................................................................... 31 3.10 Reimbursement Agreements..................................................................... 31 ARTICLE 4. TAXES, FEES AND CHARGES.......................................................................... 32 4.01 Tax Rate Considerations for Proposed Bonds ........................................ 32 4.02 District Fees................................................................................................... 33 4.03 Further Reimbursement of City Expenses .............................................. 33 4.04 Master Development Fee............................................................................ 33 Consent Agreement Williamson County MUD _ Page i ARTICLE 5. SERVICES TO THE DISTRICT........................................................................... 34 5.01 Water Services............................................................................................... 34 5.02 Wastewater Services.................................................................................... 34 5.03 Solid Waste Services, Bulky Waste Services, Yard Trimmings Services, and Recycling Services............................................................................ 34 5.04 Police, Fire and EMS Services................................................................... 35 5.05 Services Outside the District..................................................................... 35 5.06 Street Lighting.............................................................................................. 35 ARTICLE 6. STRATEGIC PARTNERSHIP AGREEMENT; POST -ANNEXATION SURCHARGE; ANNEXATION BY CITY............................................................................... 35 6.01 Strategic Partnership Agreement............................................................. 35 6.02 Post -Annexation Surcharge........................................................................ 35 6.03 Annexation of the District by the City ..................................................... 36 ARTICLE 7. DISTRICT REPORTING................................................................................... 37 7.01 District Information to be Provided to the City ..................................... 37 7.02 Financial Dormancy Affidavit, Financial Report or Audit .................. 37 7.03 Other Documents......................................................................................... 37 7.04 Annual Reports............................................................................................. 38 ARTICLE 8. LAND DEVELOPMENT..................................................................................... 38 8.01 Land Plan, Land Development Standards, and Overall Phasing Plan......................................................................................................................... 38 8.02 Modifications to Land Plan ........................................................................ 38 8.03 Compliance with the Governing Regulations ........................................ 39 8.04 HOA................................................................................................................40 8.05 Private Drainage Facilities......................................................................... 41 ARTICLE 9. TRANSPORTATION IMPROVEMENTS......................................................... 42 9.01 General...........................................................................................................42 9.02 Primary Road Construction Schedule...................................................... 42 9.03 Possible City Assistance with Acquisition of Primary Road Off -Site SegmentROW ........................................................................................................... 43 9.04 Failure of Developer and District to Acquire Primary Road Off -Site SegmentROW ............................................................................................................ 45 9.05 TIA.................................................................................................................. 46 9.06 TIA Proportionate Share Payments.......................................................... 46 9.07 TIA Developer Improvements................................................................... 46 ARTICLE 10. PUBLIC PARKLAND AND OPEN SPACE ................................................... 49 10.01 Regional Parkland Contribution Amount .............................................. 49 10.02 Public Parkland and Public Parkland Improvements .......................... 49 10.03 Private Amenity Center.............................................................................. 51 Consent Agreement Williamson County MUD _ Page ii 10.04 10.05 Sidewalks...................................................................................................... Landscaping.................................................................................................. 51 52 10.06 10.07 HOA Walls and Fencing............................................................................ Landscaping in City Utility Easements .................................................... 53 54 10.08 Developer's Right to Reimbursement...................................................... 54 ARTICLE 11. WASTEWATER SERVICE................................................................................ 54 11.01 Construction Timeline and Effect on Final Plat Approval .................. 54 11.02 Possible City Assistance with Acquisition of Major Wastewater Line Off -Site Segment Easement During Interim Period .......................................... 55 11.03 Limit on Wastewater Connections; Limit on Development Approvals.................................................................................................................... 56 11.04 Design of the Major Wastewater Facilities ............................................. 56 11.05 11.06 Completion Required.................................................................................. Conveyance to the City; Ownership, Operation and Maintenance.... 57 57 11.07 Wastewater Service to Third Parties......................................................... 58 11.08 11.09 Wastewater Impact Fees.............................................................................. Inspections and Inspection Fees............................................................... 58 58 11.10 Construction of Wastewater -Related Internal Piping Prior to Acquiring Major Wastewater Line Off -Site Easements ..................................... 59 ARTICLE 12. WATER SERVICE.............................................................................................. 12.01 Major Water Line Construction Schedule ............................................... 59 59 12.02 Possible City Assistance with Acquisition of Major Water Line Off - Site Segment Easement During Interim Period .................................................. 60 12.03 12.04 Completion Required.................................................................................. Conveyance to the City; Ownership, Operation and Maintenance.... 61 61 12.05 Water Service to Third Parties................................................................... 62 12.06 12.07 Water Impact Fees........................................................................................ District Water Conservation Rules........................................................... 62 62 12.08 Inspections and Inspection Fees............................................................... 62 12.09 Construction of Water -Related Internal Piping on Triggered Lots Prior to Acquiring Major Water Line Off -Site Easements and Completing the Major Water Line Off -Site Segment............................................................... 63 ARTICLE13. CONVEYANCES................................................................................................ 13.01 Major Wastewater Line Easement............................................................ 64 64 13.02 Wastewater Facilities Easements............................................................... 64 13.03 13.04 Lift Station Site Deed.................................................................................. Major Water Line Easement....................................................................... 64 64 13.05 Water Facilities Easements......................................................................... 64 13.06 13.07 Other Conveyances...................................................................................... Dedication Documentation........................................................................ 65 65 Consent Agreement Williamson County MUD _ Page iii 13.08 Encumbrances and Liens.............................................................................65 13.09 Costs................................................................................................................65 13.10 Title Policies...................................................................................................66 13.11 Access Easements..........................................................................................66 13.12 Licenses to Encroach.....................................................................................66 ARTICLE 14, TERM, ASSIGNMENT; REMEDIES.................................................................66 14.01 Term.................................................................................................................66 14.02 Agreement to Run with the Land...............................................................67 14.03 Assignment.....................................................................................................67 14.04 Default and Remedies..................................................................................69 14.05 Cooperation....................................................................................................70 ARTICLE 15. MISCELLANEOUS PROVISIONS....................................................................70 15.01 Authority ........................................................................................................70 15.02 Filings..............................................................................................................70 15.03 Notice..............................................................................................................70 15.04 Severability; Waiver.....................................................................................72 15.05 Applicable Law and Venue.........................................................................72 15.06 Entire Agreement..........................................................................................72 15.07 Amendments..................................................................................................72 15.08 Exhibits, Headings, Construction and Counterparts..............................73 15.09 Time.................................................................................................................73 15.10 Notice to End Buyer......................................................................................73 15.11 Exhibits...........................................................................................................74 15.12 Recordation....................................................................................................74 15.13 Certifications..................................................................................................74 Consent Agreement Williamson County MUD _ Page iv CONSENT AGREEMENT THE STATE OF TEXAS § WILLIAMSON COUNTY COUNTY OF WILLIAMSON § MUNICIPAL UTILITY DISTRICT NO. This Consent Agreement ("Agreement") is between the City of Georgetown, Texas (the "City"), a home -rule city located in Williamson County, Texas, and HK Ragsdale, LLC, a Texas limited liability Company ("Developer"). Upon final creation of Williamson County Municipal Utility District No. _, a municipal utility district to be created pursuant to this Agreement, Article XVI, Section 59 of the Texas Constitution, and Chapters 49 and 54 of the Texas Water Code (the "District"), the District shall join in this Agreement and be bound by its provisions. RECITALS WHEREAS, Developer owns approximately 335.84 acres of land in Williamson County, Texas, which is a portion of that certain 372.128-acre tract more particularly described in that certain Special Warranty Deed dated December 9, 2021 from Connie Bravo, Tommy Ragsdale, Frances Rehfeld, and Glen Ragsdale to HK Ragsdale, LLC, a Texas limited liability company, recorded in the Official Public Records of Williamson County, Texas as Document No. 2021192126, and also described by metes and bounds and surveyor's sketch on the attached ExItif it A (the "Land"). WHEREAS, the Land lies entirely within the City's extraterritorial jurisdiction ("EJ"), is not contiguous to the City limits or within the City's electric service area, is within the City's water Certificate of Convenience and Necessity No. 12369 (a/k/a the "COG Western District"), and can be connected to the City's wastewater utility system and receive retail wastewater service from the City under the terms and conditions of this Agreement. WHEREAS, on January 25, 2023, Developer filed the Creation Petition with the City Secretary's office requesting the City's consent to create a municipal utility district encompassing the Land, and to develop a 1,161 lot single-family residential subdivision on the Land having retail water and wastewater service provided by the City, under the terms and conditions of this Agreement. WHEREAS, Section 42.042 of the Texas Local Government Code and Section 54.016 of the Texas Water Code require the City's written consent to create a municipal utility district within a city's ETJ. WHEREAS, this Agreement requires, among other things, execution of the Related Agreements. WHEREAS, the purpose of this Agreement and the Related Agreements is to set out the mutually agreeable terms and conditions relating to the creation and operation of the District, development of the Land, and provision of Water Service and Wastewater Service to customers on the Land. This Agreement and the Related Agreements are essential elements of the granting of the City's consent to creation of the District. AGREEMENT NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract as follows. ARTICLE 1. INTRODUCTION AND DEFINITIONS 1.01 Effect of Recitals. The Parties agree that the foregoing recitals are true and correct and they are incorporated into this Section by this reference. 1.02 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms and phrases used in this Agreement shall have the meanings set out below: 1445 Agreement: means the Interlocal Agreement between the City and the County addressing responsibility for subdivision regulation in the ETJ under Texas Local Government Code Ch. 242. Access Easements: means one or more temporary or permanent easements in favor of the City in Approved Form, located within or outside of the boundaries of the Land, being at least twenty feet (20') wide, and providing access to the Major Wastewater Line Easement, the Major Water Line Easement, and/or the Lift Station Site, via an Access Road until such time, if any, as a public road providing access to same is Complete. Access Road: means a paved road meeting the City's specifications and standards constructed by Developer within an Access Easement. Acquisition Documentation: means written documentation of Developer's and/or the District's (as applicable) to acquire, via good faith negotiations, the Major Water Line Off -Site Segment Easement, the Major Wastewater Line Off -Site Segment Easement, or the Primary Road Off -Site Segment ROW (as applicable), and must include the following information: legal descriptions and surveys prepared by a licensed surveyor registered to perform land surveys in the State of Texas describing the easement areas that are to be Consent Agreement Williamson County Municipal Utility District No. _ Page 2 of 78 acquired; a sworn statement that the Developer (or District, if pertaining to the Major Water Line Off -Site Segment Easement or the Major Wastewater Line Off -Site Segment Easement) has made good faith efforts to secure the easements (or ROW, as applicable) copies of all information relating to acquisition of the easements (or ROW, as applicable), including but not limited to all appraisal reports (whether prepared by or for Developer, District, or an affected landowner), all valuation determinations or estimates (whether prepared by or for Developer, District, or an affected landowner), all communications between the Developer (or the District, if pertaining to the Major Water Line Off -Site Segment Easement or the Major Wastewater Line Off -Site Segment Easement) and the affected landowner(s) regarding the easement or ROW acquisition (as applicable), written offers, counteroffers, responses, and all other communications and information relevant to the positions of the parties. Agreement: means this Consent Agreement between the City of Georgetown, Texas, the Developer, and, upon its creation, the District, pertaining to the creation and operation of the District, development of the Land, and provision of Water Service and Wastewater Service to customers on the Land. Approved Form: means, as to a City Utility Easement or License Agreement, documents in the form posted by the City on the City's website at https://rea(estate.georgetown oi-g/ which may be modified only with prior City Attorney approval, as indicated by the City Attorney's signature thereon, but not otherwise. As to an Access Easement or any other easement in favor of the City for which there is no template or form posted on the City's website, the term "Approved Form" shall mean a document in the form pre -approved by the City Attorney, as indicated by the City Attorney's signature thereon. Approved Plans: means, as to the Public Infrastructure, the final City engineer - approved, Engineer prepared, construction plan(s) for same, plus recordable easements necessary for or related to same, including temporary construction easements, Access Easements, and City Utility Easements, unless other provisions in this Agreement allow for or require recordable easements to be submitted to the City at a different time. This term shall also encompass all applicable provisions of the Governing Regulations pertaining to the Public Infrastructure. As to any other improvements, the term means the final construction plans approved by the Governmental Authority having jurisdiction over the design and construction of the improvement. Assignee: means, as to the Developer, a successor to Developer as permitted under Section 14.03(c) of this Agreement. Consent Agreement Williamson County Municipal Utility District No. _ Page 3 of 78 Authorized Assignee: means GRBK Edgewood LLC, a Texas limited liability company, or any affiliate thereof. For the purposes of this Agreement, the term "affiliate" means an entity in which GRBK Edgewood LLC owns more than a 50% voting interest. Bond: means (1) any instrument, including a bond, note, certificate of participation, or other instrument evidencing a proportionate interest in payments, due to be paid by the District, or (2) any other type of obligation that (a) is issued or incurred by the District under the District's borrowing power, without regard to whether it is subject to annual appropriations, and (b) is represented by an instrument issued in bearer or registered form or is not represented by an instrument but the transfer of which is registered on books maintained for that purpose by or on behalf of the District. The term shall include obligations issued to refund outstanding Bonds but shall not include reimbursement agreements entered into between the District and Developer or bond anticipation notes. Bond Limit Amount: means NINETY SEVEN MILLION DOLLARS ($97,000,000). CCN: means a certificate of convenience and necessity issued by order of the PUC. City: means the City of Georgetown, Texas, a home rule city located in Williamson County, Texas. City Attorney: means the City Attorney for the City. City Council: means the City Council of the City. City Manager: means the City Manager of the City. City Objection: means an objection by the City to a Bond issue as defined in Section 3.07 of this Agreement. City Secretary: means the City Secretary of the City. City Utility Easements: means, collectively, the Major Wastewater Line Easement, Wastewater Facilities Easements, Major Water Line Easement, Water Facilities Easements, and the Access Easements providing access to any of them or to the Lift Station Site, in Approved Form, exclusively in favor of the City, located within or outside of the boundaries of the Land, to be acquired or granted by Developer at no cost to the City. Completion Documentation: means (a) the Maintenance Security for a Completed improvement; (b) a set of construction plans for a Completed improvement certified as "as -built" by the Engineer responsible for preparing the Approved Plans for same; (c) all Consent Agreement Williamson County Municipal Utility District No. _ Page 4 of 78 final, recordable City Utility Easements (to the extent said easements were not delivered with the Approved Plans for the Completed improvement and approved by the City with the Approved Plans); and (d) all third party warranties and guarantees associated with the improvement. Completion or Complete: means or is deemed to have occurred on the date all of the following events have occurred: • construction of the improvement is substantially complete such that, as applicable, all pipes, lines, appurtenances, facilities, structures, and equipment have been installed in accordance with the Governing Regulations and are capable of being fully operational following acceptance of the improvement for use by the HOA or the Governmental Authority, whichever of them is accepting same; and • as to engineered improvements, the design Engineer has certified in writing to the Governmental Authority or HOA accepting same that the improvement is substantially complete; and • all testing and inspections by the Governmental Authority or HOA accepting the applicable improvement have been successfully conducted, all final approvals required for use, operation and maintenance from the Governmental Authority or HOA have been obtained, and the Governmental Authority or HOA has accepted the improvement for use, operation and maintenance; and • as to the Water Facilities and the Wastewater Facilities, the City has received and approved all Completion Documentation and Dedication Documentation associated with the improvement, and the City has, in writing, accepted the applicable Water Facility or Wastewater Facility for ownership, operation, and maintenance. Conceptual HOA Wall and Fencing Plan: means the diagrams attached as Exhibit B showing the locations of the HOA Walls and Fencing; however, the Conceptual HOA Wall and Fencing Plan is not based on field or title work and modifications may be necessary due to topography, terrain, floodplains and floodways, alignment with connections to adjoining portions of roadways, trails, or utilities on adjacent properties, and similar situations. Conceptual Parks and Open Space Plan: means the diagram attached as Exhibit C showing the locations of the Private Amenity Center, the Public Parkland, the Private Drainage Facilities, the Open Space Areas, the Primary Road Sidewalk, and the Trails; however, the Conceptual Parks and Open Space Plan is not based on field or title work Consent Agreement Williamson County Municipal Utility District No. _ Page 5 of 78 and modifications may be necessary due to topography, terrain, floodplains and floodways, alignment with connections to adjoining portions of roadways, trails, or utilities on adjacent properties, and similar situations. Conceptual Transportation Plan: means the diagram attached as Exhibit D showing the Primary Road, Neighborhood Collector Roads, and the Primary Road/FM 3405 Intersection, and, if available, the Internal Roads and the Primary Road/Ronald Reagan Blvd. Intersection, however, the Conceptual Transportation Plan is not based on field or title work and modifications may be necessary due to topography, terrain, floodplains and floodways, alignment with connections to adjoining portions of roadways, trails, or utilities on adjacent properties, and similar situations. Conceptual Wastewater Plan: means the diagram attached as Exhibit E showing the approximate location of the Major Wastewater Line Easement and Lift Station Site however, the Conceptual Wastewater Plan is not based on field or title work and modifications may be necessary due to topography, terrain, floodplains and floodways, alignment with connections to adjoining portions of roadways, trails, or utilities on adjacent properties, and similar situations. Conceptual Water Plan: means the diagram attached as I xidbit F showing the approximate location of the Major Water Line however, the Conceptual Water Plan is not based on field or title work and modifications may be necessary due to topography, terrain, floodplains and floodways, alignment with connections to adjoining portions of roadways, trails, or utilities on adjacent properties, and similar situations. Consent Ordinance: means the ordinance of the City adopting this Consent Agreement (including all Exhibits) and consenting, per its terms, to the creation of the District. County: means Williamson County, Texas. County ROW Right of Entry Authorization: means all easements, licenses, and other agreements granting the HOA access to the ROW for the purpose of perpetually maintaining and repairing the HOA Areas/Improvements and granting Developer access to the ROW for the Completion of the Intersections (if needed per the Approved Plans). Creation Petition: means the petition submitted by Developer to the City Secretary requesting the City's consent to the creation of the District. Days: means calendar days, unless business days are expressly specified. Dedication Documentation: means and includes all of the following, as applicable: Consent Agreement Williamson County Municipal Utility District No. _ Page 6 of 78 • As to the Major Wastewater Line Easement, draft easement instrument(s) in the Approved Form; the legal description(s) (metes and bounds or platted lot) and map or sketch of the proposed easement area(s) prepared by a licensed surveyor registered to practice in the State of Texas; drafts of all Access Easements (if applicable), a draft License to Encroach (if applicable); and a current title commitment showing the encumbrances of record affecting the proposed easement area(s). • As to the Major Water Line Easement(s), draft easement instrument(s) in the Approved Form; the legal description(s) (metes and bounds or platted lot) and map or sketch of the proposed easement area(s) prepared by a licensed surveyor registered to practice in the State of Texas; drafts of all Access Easements (if applicable), a draft License to Encroach (if applicable); and a current title commitment showing the encumbrances of record affecting the proposed easement area(s). • As to a City Utility Easement for any Wastewater Facilities or Water Facilities that are not located, with the City's and County's pre -approval, within a ROW, and as to a permanent Access Easement, a draft easement instrument in the Approved Form; the legal description (metes and bounds or platted lot) and map or sketch of the proposed easement area prepared by a licensed surveyor registered to practice in the State of Texas; drafts of all Access Easements (if applicable), a draft License to Encroach (if applicable); and a current title commitment showing the encumbrances of record affecting the proposed easement area. • As to the Lift Station Site, a draft special warranty deed in the Approved Form, the legal description (metes and bounds or platted lot), and map or sketch of the proposed Lift Station Site prepared by a licensed surveyor registered to practice in the State of Texas, drafts of all Access Easements (if applicable), and a current title commitment showing the encumbrances of record affecting the proposed Lift Station Site; and • As to a temporary Access Easement, a draft easement instrument in the Approved Form; the legal description (metes and bounds or platted lot) and map or sketch of the proposed easement area prepared by a licensed surveyor registered to practice in the State of Texas; an ownership and lien affidavit covering the proposed easement area, and a draft License to Encroach (if applicable). Develop, Developed, or Development: means the initiation of any activity governed by the UDC related to land or property modification whether for imminent or future construction activities including, but not limited to, division of a parcel of land into two Consent Agreement Williamson County Municipal Utility District No. _ Page 7 of 78 or more parcels; alteration of the surface or subsurface of the land including grading, filling, or excavating; clearing or removal of natural vegetation and/or trees in preparation of construction activities; installation of the Public Infrastructure; construction of impervious surfaces; and Vertical Development. Exclusions from this definition include repairs to existing utilities; minimal clearing of vegetation for surveying and testing; and bona fide agricultural activities. Developer: means HK Ragsdale, LLC, a Texas limited liability company, the Authorized Assignee, and any future Developer's Assignee as permitted under this Agreement. District: means Williamson County Municipal Utility District No. _. District Creation Order: means the final order issued by the TCEQ approving creation of the District. District's Board: means the Board of Directors of the District. Effective Date: means the latest date accompanying the signatures of the duly authorized representatives of the Initial Parties on this Agreement. End Buyer: means an owner, tenant or occupant of a Lot, regardless of the proposed use of such Lot. Engineer: means a registered professional engineer licensed to practice engineering in the State of Texas retained by Developer. Entry Monumentation: means the monument sign displaying the name of the subdivision comprising the District ("Ragsdale Ranch") to be constructed by Developer and located within the FM 3405 Gateway Landscape Area, and on Completion transferred to the HOA for perpetual ownership and maintenance. ESD No. 4: means Williamson County Emergency Services District No. 4. ESD No. 4 Tract: means approximately 2.91 acres out of the Land located between the western boundary of the Land and the eastern boundary of the Primary Road On -Site Segment fronting FM 3405, situated generally where shown on the Land Plan. ETJ: means the extraterritorial jurisdiction of the City as determined under Chapter 43 of the Texas Local Government Code, as amended. Finance Director: means the City's Director of Finance. Consent Agreement Williamson County Municipal U tility District No. _ Page 8 of 78 Finance Plan: means the District Finance Plan attached as Exhibit G. FM 3405 Gateway Landscape Buffer Area: means landscape Lot(s), located along and fronting FM 3405 between the eastern boundary of the Primary Road On -Site Segment ROW and the eastern boundary of the Land, as generally shown on the Conceptual Parkland and Open Space Plan. If the ESD No. 4 Tract is not conveyed to ESD No. 4, the term shall also include the ESD No. 4 Tract. Future Mobility Plan: means the City's Future Mobility Plan adopted by the City Council as the City's Functional Transportation Plan by Ordinance No. 2023-73 effective December 12, 2023. Governing Regulations: means, collectively, the following laws, regulations and documents pertaining to Development of the Land: • this Agreement, including all Exhibits; and • the Related Agreements; and • the UDC, as modified by the Land Development Standards; and • the Approved Plans; and • the City's Development Manual (including, without limitation, the fee schedule), including any amendments that may be approved from time to time by the City; and • the City's Construction Specifications and Standards Manual, including any amendments that may be approved from time to time by the City; and • the City's Drainage Criteria Manual, including any amendments that may be approved from time to time by the City; and • a Drainage Study for the Land prepared by a qualified engineer licensed and registered in the State of Texas, if such study is approved by the City; and • the City's Traffic Calming Standards, including any amendments that may be approved from time to time by the City; and a Warrant Study, if such study is approved by the applicable Governmental Authority; and Consent Agreement Williamson County Municipal Utility District No. _ Page 9 of 78 • final plats for portions of the Land that are approved, from time to time, by the City in accordance with this Agreement and the UDC; and • ordinances that the City is required to adopt from time to time by state or federal law, including amendments that may be adopted from time to time by the City; and • all national and international residential and commercial building codes adopted by the City, (e.g., electric codes, building codes, plumbing codes, mechanical codes, energy conservation codes and fire codes), including changes and local amendments thereto that may be adopted from time to time by the City; and • all City ordinances pertaining to Wastewater Service (including without limitation all pretreatment standards), and such other laws, rules or regulations pertaining to same promulgated by any Governmental Authority with jurisdiction; and • all City ordinances pertaining to Water Service (including without limitation all City ordinances, resolutions, and adopted plans pertaining to water conservation and drought management), and such other laws, rules or regulations pertaining to same promulgated by any Governmental Authority with jurisdiction; and • the 1445 Agreement, as amended from time to time as to procedural matters, but not as to which of the other Governing Regulations apply to the Development of the Land, except that Developer must follow the road construction specifications in Appendices B4 through B11 of the Williamson County Subdivision Regulations, adopted as of December 7, 2021 (but not Appendices B1 through 133).; and • the Future Mobility Plan. Governmental Authority: means the City, Williamson County, Texas Commission on Environmental Quality, Texas Department of Transportation, U.S. Environmental Protection Agency, U.S. Army Corps of Engineers, the Public Utility Commission of Texas, or other agencies of the State of Texas or the United States of America, to the extent such entities have jurisdiction over the Land, the Project, or the improvements to be constructed on the Land. The term does not include the District. HOA: means a homeowners' association formed by Developer and operating under the applicable laws of the State of Texas where membership is appurtenant to ownership of a Lot on the Land. HOA Areasllmprovements: means, collectively, all areas and improvements to be owned and maintained by the HOA (i.e., not by the City or any other Governmental Consent Agreement Williamson County Municipal Utility District No. _ Page 10 of 78 Authority or an End Buyer), including, without limitation, the Private Amenity Center, Private Amenity Center Improvements, Public Parkland, Public Parkland Improvements, Private Drainage Facilities, Entry Monumentation, HOA Walls and Fencing, Sidewalks, and Open Space Areas, and all of which are required to be maintained in perpetuity by the HOA pursuant to a Maintenance Agreement. HOA Walls and Fencing. means the walls and fencing meeting the HOA Walls and Fencing Standards separating residential Lots from the ROW, Open Space Areas, Private Amenity Center site, Public Parkland, and the Private Drainage Facilities, placed within an Open Space Area or within perpetual easements granted to the HOA if not within an Open Space Area, and not in any ROW, PUE, or City Utility Easement, to be constructed by Developer and maintained in perpetuity by the HOA at no cost to the City, as generally shown on the Conceptual HOA Walls and Fencing Plan and the Conceptual Parks and Open Space Plan. HOA Wall and Fencing Standards: means the design and construction standards for the HOA Walls and Fencing attached as Exhibit H. Impact Fees: means, the fees determined by the City Council of the City in accordance with Chapter 395, Texas Local Government Code, to recoup the costs of capital improvements or expansions to the City's wastewater and water utility systems, as said fee may be revised from time to time by the City Council. Initial Parties: means the City and the Developer. - Interim Period: means the period between the Effective Date and the date the TCEQ issues the District Creation Order. Interlocal Agreements means agreements between or among the District and other governmental entities and with the City for purposes permitted by the Interlocal Cooperation Act, Chapter 791, Government Code, Section 552.014 of the Texas Local Government Code, and this Agreement. Internal Piping: means, collectively, all water and wastewater lines, piping, valves, manholes, and related equipment and appurtenances to be constructed by Developer entirely on the Land to enable the City to provide retail water or wastewater service to each Lot on the Land. The term does not include the Major Wastewater Line, the Lift Station, the Wet Well, or the Major Water Line, which are separately defined. Internal Roads: means, collectively, all streets and roads to be constructed by Developer entirely within the Land other than the Primary Road and the Neighborhood Collector Roads, which are separately defined. Consent Agreement Williamson County Municipal Utility District No. _ Page 11 of 78 Internal Sidewalks: means, collectively, all sidewalks to be constructed by Developer entirely within the Land other than the Primary Road Sidewalk, which is separately defined. Intersections: means, collectively, the Primary Road/FM 3405 Intersection and the Primary Road/Ronald Reagan Blvd. Intersection. Land: means that certain 335.84 acres of land situated in Williamson County, Texas, which is a portion of that certain 372.128-acre tract more particularly described in that certain Special Warranty Deed dated December 9, 2021 from Connie Bravo, Tommy Ragsdale, Frances Rehfeld, and Glen Ragsdale to HK Ragsdale, LLC, a Texas limited liability company, and recorded in the Official Public Records of Williamson County, Texas as Document No. 20211192126, and also described by metes and bounds and surveyor's sketch on the attached Exhibit A. Land Development Standard Checklists: means the checklists attached as Exhibit . Land Development Standards: means the standards applicable to Development of the Land that are set forth in the attached Exhibit L Land Plan: means the land use plan attached as Exhibit K. Lender: means a holder of any obligation or debt of Developer or any successor owner of all or any part of the Land or this Agreement secured by any mortgage, trust deed, collateral assignment, security interests, lien or other encumbrance, and any amendment or modification of the terms thereof, including, without limitation, any extension, renewal or refinancing thereof. Lift Station: means a wastewater lift station to be constructed by Developer at no cost to the City on the Lift Station Site having an initial capacity of 1.2 million gallons per day ("MGD") (peak wet weather flow) (the "Initial Phase") and designed by Developer to have the ability to be expanded by the City, at no additional cost to the Developer, to have a total final capacity of 2.7 MGD (peak wet weather flow) (the "Expanded Phase"). The term also includes the Wet Well. Lift Station Site: means a tract of land at least 0.5 acres out of the Land, on which Developer will construct, at no cost to the City, the Lift Station (including the Wet Well), in a location mutually acceptable to the City and the Developer, with the Parties' preferred location generally shown on the Conceptual Wastewater Plan, and which will be transferred to the City via the Lift Station Site Deed on Completion of the Lift Station (including the Wet Well), Consent Agreement Williamson County Municipal Utility District No. _ Page 12 of 78 Lift Station Site Deed: means a special warranty deed in Approved Form conveying the Lift Station Site to the City on Completion of the Lift Station (including the Wet Well). Lot: means a legal lot on the Land that is included in a final subdivision plat approved by the applicable Governmental Authorities. Maintenance Agreement: means one or more agreements substantially in the form attached as Exhibit P and related to maintenance in perpetuity by the HOA of the HOA Areas/Improvements to be entered into between the City, the Developer, the District, and the HOA. Maintenance Security: means a written financial guarantee that all workmanship and materials shall be free of defects for a period of two (2) years from the date of acceptance of the Public Infrastructure (or each component of the Public Infrastructure as Completed) by the City in the amount of ten percent (10%) of the total construction cost of all workmanship and materials in a form approved by the City. Neighborhood Collector Roads: means those roadways to be constructed by Developer at no cost to the City on the Land which are classified as "Neighborhood Collector" (as that term is used and described in the Future Mobility Plan and Unified Development Code) and will have, or will enable, connections to existing or planned future roads on parcels situated to the west and east of the Land, in the general locations shown on the Conceptual Transportation Plan. Major Modification: means an amendment, modification, or change to the Land Plan that is not a Minor Modification. As examples, but not as limitations on the types of changes to the Land Plan that would be within the definition of a Major Modification, Major Modifications would include use of any portion of the Land for non -single family residential purposes (except for the ESD No. 4 Site), or an increase in density greater than 1,161 Lots. Major Wastewater Line: means, collectively, one or more gravity wastewater lines and force main wastewater lines, consisting of a minimum twelve -inch (12") diameter force main segment approximately 9,200 linear feet long, and an eighteen- to twenty-one -inch (18" to 21") diameter gravity line segment approximately 10,200 linear feet long, or as those diameters and lengths may be modified in the final Approved Plans for the Major Wastewater Line, to be constructed by the Developer at no cost to the City within the Major Wastewater Line Easement. A portion of the Major Wastewater Line is on the Land, generally parallel to a portion of the eastern boundary line of the Land, but the majority of the Major Wastewater Line is not on the Land. The entirety of the Major Wastewater Consent Agreement Williamson County Municipal Utility District No. _ Page 13 of 78 Line is to be constructed by Developer and transferred to the City on its Completion for ownership, operation, and maintenance. Major Wastewater Line Easement: means collectively, one or more exclusive easements to be granted or acquired by Developer at no cost to the City, exclusively in favor of the City, in the Approved Form, for the Major Wastewater Line, commencing at the Lift Station Site, and extending to a point of connection with the City's existing twenty-one inch (21") diameter gravity line located due east of FM 2238, in approximate locations shown on the Conceptual Wastewater Plan, having a minimum width of the greater of (i) twenty feet (20'); or (ii) 1.5 times the depth of the Major Wastewater Line based on the Approved Plans for the Major Wastewater Line. The term includes the Major Wastewater Line Off -Site Segment Easements. Major Wastewater Line Off -Site Segment Easements: means collectively, one or more exclusive easements to be acquired by Developer at no cost to the City, exclusively in favor of the City, in the Approved Form, for the portion of the Major Wastewater Line Easement situated outside the boundaries of the Land, generally as shown on the Conceptual Wastewater Plan, having a minimum width of the greater of (i) twenty feet (20'), or (ii) 1.5 times the depth of the Major Wastewater Line based on the Approved Plans for the Major Wastewater Line. Major Water Line: means the thirty -inch (30") diameter water line to be constructed by Developer at no cost to the City within the Major Water Line Easement commencing at a point of connection with the City's existing eighteen -inch (18") diameter water line along the south side of FM 3405 and extending to a point of connection with the City's existing thirty -inch (30") diameter water line located along the south side of Ronald Reagan Blvd., generally where shown on the Conceptual Water Plan. A portion of the Major Water Line is on the Land, and a portion of the Major Water Line is not on the Land. The entirety of the Major Water Line is to be constructed by Developer and transferred to the City on its Completion for ownership, operation, and maintenance. Major Water Line Easement: means collectively, one or more twenty feet (20') wide exclusive easements to be granted or acquired by Developer exclusively in favor of the City, at no cost to the City, in the Approved Form, for the Major Water Line, commencing at a point of connection with the City's existing eighteen -inch (18") diameter water line along the south side of FM 3405 and extending to a point of connection with the City's existing thirty -inch (30") diameter water line located along the south side of Ronald Reagan Blvd., and outside of the Primary Road On -Site ROW, the Primary Road Off -Site ROW, and the Primary Road PUEs, having a minimum width of the greater of (i) twenty feet (20'); or (ii)1.5 times the depth of the Major Water Line based on the Approved Plans for the Major Water Line, located generally where shown on the Conceptual Water Plan Consent Agreement Williamson County Municipal Utility District No. _ Page 14 of 78 and more specifically where shown on the Primary Road On -Site Segment Cross Section and the Primary Road Off -Site Segment Cross Section. The term includes the Major Water Line Off -Site Segment Easement. Major Water Line Off -Site Segment Easement: means collectively, one or more exclusive easements to be acquired by Developer at no cost to the City, exclusively in favor of the City, in the Approved Form, for the portion of the Major Water Line that is not on the Land, but is located between the northern boundary of the Land and the point of connection of the Major Water Line with the City's existing thirty -inch (30") water line located along the south side of Ronald Reagan Blvd., having a minimum width of the greater of (i) twenty feet (20'); or (ii)1.5 times the depth of the Major Water Line based on the Approved Plans for the Major Water Line, and situated entirely outside of, but generally paralleling, the Primary Road Off -Site Segment ROW, as generally shown on the Conceptual Water Plan and as more specifically shown on the Primary Road Off -Site Segment Cross Section. Major Water Line On -Site Segment Easement: means collectively, one or more exclusive easements to be granted exclusively to the City by Developer, at no cost to the City, in the Approved Form, for the portion of the Major Water Line that is on the Land (including any easements needed outside of the Land for the purposes of connecting the Major Water Line to the City's existing eighteen -inch (18") diameter water line located along the north side of FM 3405), having a minimum width of the greater of (i) twenty feet (20'); or (ii) 1.5 times the depth of the Major Water Line based on the Approved Plans for the Major Water Line, and situated entirely outside of, but generally paralleling, the Primary Road On -Site Segment ROW, as generally shown on the Conceptual Water Plan and as more specifically shown on the Primary Road On -Site Segment Cross Section. Master Covenant: means documents that are in all material respects consistent with this Agreement and the Related Agreements, establishing a uniform plan for the governance of the Land by the establishing declarant and the HOA, and for ownership and perpetual maintenance of the HOA Areas/Improvements by the HOAs. The term "Master Covenant" will be deemed to include ancillary recorded documents such as Notices of Applicability, Development Area Declarations, Design Guidelines, and similar documents. MDF or Master Development Fee: means eight percent (8%) of the net Bond reimbursement amount from each Bond issuance calculated using the formula shown on the attached Exhibit L. MGD: means million gallons per day. Consent Agreement Williamson County Municipal Utility District No. _ Page 15 of 78 Minor Modification: means an amendment to the Land Plan pertaining to (a) changes in the density of specific parcels shown on the Land Plan that does not increase the overall number or type of Lots on the Land allowed under the Land Development Standards, and (b) changes of less than twenty percent (20%) in the size of any parcel shown on the Land Plan that does not increase the overall number or type of Lots on the Land allowed under the Land Development Standards. Open Space Areas: means, collectively, approximately 11.9 acres out of the Land consisting of the FM 3405 Gateway Landscape Buffer Area, the Primary Road Median Buffer Area, the Primary Road Landscape Buffer Areas, , the Private Drainage Facility areas, and any other natural (unenhanced) open space areas or landscaped areas shown on the attached Conceptual Parks and Open Space Plan. Overall Phasing Plan: means the buildout schedule for Development of up to 1,161 Lots on the Land and Completion of the Primary Road in phases, as described on the attached Exhibit S. PUE: means a public utility easement. Partial Assignment of Receivables Agreement(s): means an agreement between the City and Developer, and their permitted successors, Authorized Assigns, and Assignees, in the form attached as Exhibit M. Parties: means, collectively, the Initial Parties and, upon its execution of this Agreement, the District. Party: means, individually, the City, the Developer, the District, and, as permitted by this Agreement, the Authorized Assignee or Assignee. Planning Director: means the City's Director of Planning and Development. Primary Road: means, collectively, the Primary Road Off -Site Segment and the Primary Road On -Site Segment. Primary Road Off -Site Segment: means two lanes (one in each direction) and half of the median out of the of the "6 Lane Major Arterial" (as that term is used and described in the Future Mobility Plan) to be constructed by Developer at no cost to the City or County, within the Primary Road Off -Site Segment ROW, commencing at the northern boundary of the Land and extending northward to the Primary Road/Ronald Reagan Blvd. Intersection, as generally shown on the Conceptual Transportation Plan and as also shown on the Primary Road Off -Site Segment Cross Section. Consent Agreement Williamson County Municipal Utility District No. _ Page 16 of 78 Primary Road Off -Site Segment Cross Section: means the cross section for that portion of the Primary Road that is not located on the Land, attached as Exhibit D-2. Primary Road Off -Site Segment Fiscal Security: means either (a) an irrevocable letter of credit to be provided by Developer in favor of the City issued by a major U.S. bank meeting the City's minimum standards for credit ratings and being inform and substance acceptable to the City, and continuously remaining in place until drawn upon or released by the City under the terms and conditions of this Agreement; or (b) a cash deposit received by the City from Developer, which shall be deposited by the City in an escrow account and remain in place until drawn upon or released by the City under the terms and conditions of this Agreement, in the amount of 125% of the City -approved Engineer's estimated costs to acquire the Primary Road Off -Site Segment ROW plus 125% of the City -approved Engineer's estimated costs to Complete the Primary Road Off -Site Segment. Primary Road Off -Site Segment ROW.• means the 67.5-foot wide ROW to be dedicated or transferred by Developer to the County, at no cost to the City, commencing at the northernmost boundary of the Land and ending at the Primary Road/Ronald Reagan Blvd. Intersection, and bordered on one side by the Primary Road Non -Exclusive PUE (as needed for non -City utilities), and on the opposite side (outside of the ROW) by the Major Water Line Easement, as generally shown on the Conceptual Transportation Plan, and also depicted on the Primary Road Off -Site Segment Cross Section. The term also includes any other land needed for the Primary Road/Ronald Reagan Blvd. Intersection improvements. Primary Road On -Site Segment: means four lanes (two in each direction) and the full median out of the "6 Lane Major Arterial" (as that term is defined and described in the Future Mobility Plan) to be constructed by Developer at no cost to the City or County, within the Primary Road On -Site Segment ROW commencing at the Primary Road/FM 3405 Intersection and continuing northward to the northern boundary line of the Land, as generally shown on the Conceptual Transportation Plan and as also shown on the Primary Road On -Site Segment Cross Section. Primary Road On -Site Segment Cross Section: means the cross section for that portion of the Primary Road that is located on the Land, attached as Exhibit D-1. Primary Road On -Site Segment ROW: means the 135-foot wide ROW to be dedicated or transferred by Developer to the County, at no cost to the City, commencing at FM 3405, extending northward to the northern boundary of the Land, and bordered on one side by the Primary Road Non -Exclusive PUE and on the other side (outside of the ROW) by the City's exclusive Major Water Line Easement, as generally shown on the Consent Agreement Williamson County Municipal Utility District No. _ Page 17 of 78 Conceptual Transportation Plan, and more specifically shown on the Primary Road On - Site Segment Cross Section. The term also includes any other land needed for the Primary Road/FM 3405 Intersection improvements. Primary Road Non -Exclusive PUE: means, collectively, the fifteen -foot (15') wide non-exclusive public utility easement to be located alongside one side of the Primary Road, but not within or overlapping the ROW or any City easement, and not on the same side of the Primary Road as the City's exclusive Major Water Line Easement. Primary Road Sidewalks: means the two concrete sidewalks at least ten (10) feet wide to be constructed by Developer at no cost to the City within the Primary Road On -Site Segment ROW alongside both sides of the Primary Road, as generally shown on the Conceptual Transportation Plan and the Primary Road On -Site Segment Cross Section. Primary Road Landscape Buffer Area: means the eighteen and one half foot (185) wide landscape area situated along both sides of the Primary Road On -Site Segment, within the Primary Road On -Site Segment ROW, as generally shown on the Conceptual Parkland and Open Space Plan, Conceptual Transportation Plan, and also shown on the Primary Road On -Site Segment Cross Section. Primary Road Median Landscape Buffer Area: means the area between the divided portions of the Primary Road On -Site Segment commencing at the Primary Road/FM 3405 Intersection and ending when the divided portion of the Primary Road ends, as generally shown on the Conceptual Parkland and Open Space Plan and Conceptual Transportation Plan, and on the Primary Road On -Site Segment Cross Section. Primary Road/FM 3405 Intersection: means the new, signalized intersection at FM 3405 and the proposed Primary Road to be designed and constructed by Developer at no cost to the City in accordance with the Governing Regulations, including, without limitation, all elements of the intersection such as traffic lanes, turn lanes, deceleration lanes, medians, median cuts, mast -arm traffic signals, ADA accessible ramps and sidewalks, drainage and storm water management facilities, utilities, land for signalization improvements, and all other features required by the Governing Regulations pertaining to traffic and signalization. Primary Road/Ronald Reagan Blvd Intersection: means the new, signalized intersection at Ronald Reagan Blvd. and the proposed Primary Road to be designed and constructed by Developer at no cost to the City in accordance with the Governing Regulations, including, without limitation, all elements of the intersection such as traffic lanes, turn lanes, deceleration lanes, medians, median cuts, mast -arm traffic signals, ADA accessible ramps and sidewalks, drainage and storm water management facilities, Consent Agreement Williamson County Municipal Utility District No. _ Page 18 of 78 utilities, land for signalization improvements, and all other features required by the Governing Regulations pertaining to traffic and signalization. Private Amenity Center Improvements: means the clubhouse, pool, turf sports field, picnic area, parking lot, benches, trash cans, landscaping, and similar improvements to be constructed by Developer on the Private Amenity Center Site at no cost to the City. Private Amenity Center Site: means the area consisting of approximately 2.24 acres labeled as "Amenity Center" in the location generally shown on the Conceptual Parks and Open Space Plan. Private Drainage Facilities: means all areas labeled as "Detention" or "Det." on the Land Plan and Conceptual Parks and Open Space Plan; and all other water quality, stormwater management, detention, or retention facilities serving the Private Amenity Center and/or and any other water quality, drainage, stormwater retention or detention facilities located on or serving the Land, excluding only such of those facilities that are associated with the Transportation Improvements that are to be owned, operated, and maintained by the County rather than the HOA. Project: means the Development of the Land with 1,161 single-family residential Lots as described in this Agreement (including the attached Exhibits) and including the construction of the Public Infrastructure and the HOA Areas/Improvements. Public Infrastructure: means the Transportation Improvements, Wastewater Facilities, and Water Facilities constructed for public use pursuant to this Agreement and conveyed to the applicable Governmental Authority. The term does not include the HOA Areas/Improvements, the Private Drainage Facilities. Public Parkland: means, collectively, approximately 17.1 acres out of the Land, consisting of each of the areas identified as Park A, Park B, Park C, Park D, and Park E on the attached Parks and Open Space Plan. Public Parkland Improvements: means, collectively, the Trails, and other hardscape and planting improvements to be constructed by Developer on the Public Parkland consisting of a variety of recreational and related improvements including, at a minimum, multi -sport sport courts, picnic tables, splash pads, benches, trash cans, covered pavilions, multi -age playgrounds, dog parks, landscaping, including iron (or see -through) fences separating residential areas from the Public Parkland on the Conceptual Parks and Open Space Plan to be placed or constructed by Developer, at no cost to the City, on the Public Parkland which improvements must demonstrate a minimum investment in same of $1,171,000.00. Consent Agreement Williamson County Municipal Utility District No. _ Page 19 of 78 Regional Parkland Contribution Amount: means $483,913.50. Related Agreements: means, collectively, the Partial Assignment of Receivables Agreement, the Major Wastewater Line Easement, the Major Water Line Easement, the Primary Road Offsite Segment ROW, the Lift Station Site Deed, the County ROW Right of Entry Authorization(s), and the Maintenance Agreements. ROW: means public right-of-way dedicated or transferred by Developer, or caused to be dedicated or transferred by Developer, to the County. Service Contract: means any contract with the District for goods or services, including fire protection and emergency response services, but specifically excluding professional service contracts and contracts for design, permitting and construction of the Public Infrastructure. Sidewalks: means, collectively, the Primary Road Sidewalk and the Internal Sidewalks. Sidewalk Easements: means, collectively, easements, in a form acceptable to the County, allowing the Primary Road Sidewalks and/or any Internal Sidewalks to meander outside the ROW into an Open Space Area owned by an HOA, and requiring the sidewalk to be owned and maintained by the HOA. SPA: means the Strategic Partnership Agreement in substantially the form attached as Exhibit T. Structure: means a permanent structure as such term may be defined, from time to time, by the City, but in any event, including every structure designed or intended for human occupancy and every accessory structure intended for human occupancy. TCEQ: means the Texas Commission on Environmental Quality, or its successor agency. TIA: means that certain Traffic Impact Analysis prepared by HDR originally submitted on October 10, 2022 and approved by, and subject to the terms of, that certain letter dated March 13, 2023 from James Schwerdtfeger of RPS Group, and having the City project code 2022-19-TIA. TIA Developer Improvements: means the Intersections and other traffic -related improvements described in Section 9.07. Consent Agreement Williamson County Municipal Utility District No. _ Page 20 of 78 TIA Proportionate Share Total Payment: means FIVE HUNDRED SIXTY THOUSAND, FIVE HUNDRED THIRTY THREE DOLLARS ($560,533.00) TIA Proportionate Share Per Lot Payment: means FOUR HUNDRED EIGHTY THREE DOLLARS ($483.00). TIA Update: means an update to the TIA to be prepared by HDR (or another qualified professional) addressing the traffic impacts of significant changes to the land use assumptions used to prepare the TIA, as determined by the City in its reasonable and sole discretion. The TIA Update shall also address the Primary Road and Major Collectors if the City so requests. Trails: means, collectively, the pedestrian and bike trails to be constructed by Developer at no cost to the City within Park A, Park B, Park C, Park D, and Park E, (plus the shown extensions of same to some nearby Open Space Areas reflected on the Conceptual Parks and Open Space Plan), being at least ten feet (10') wide, constructed of concrete, asphalt, crushed granite, or natural materials, and providing for pedestrian and bicycle circulation, as generally shown on the Conceptual Parks and Open Space Plan. Transportation Improvements: means the Intersections, Primary Road, Neighborhood Collector Roads, and Internal Roads. The term also includes all drainage and stormwater management improvements serving the Intersections, Primary Road, Neighborhood Collector Roads, and Internal Roads, but does not include the "Private Drainage Facilities." Trigger Date: means the date that the Developer submits an application for City approval of a final plat that includes the 65411 single-family residential Lot on the Land. Triggered Lots: means the 6541h through the 1,16151 single family residential Lots on the Land, inclusive. TxDOT. means the Texas Department of Transportation. UDC: means the City's Unified Development Code effective as of the Effective Date. Vertical Development: means the construction, installation or remodeling of Structure(s) for which the City typically requires a building permit. Warrant Study: means a study consistent with the County's regulations to determine whether traffic conditions at any of the Intersections meet any federal, state or Consent Agreement Williamson County Municipal Utility District No. _ Page 21 of 78 local minimum standards or "warrants" for placement of traffic signalization improvements. Warrant Study Deadline: means the date that is 365 days after the City issues the 1,1615' building permit for a residential structure on the Land. Wastewater Facilities: means, collectively, the Major Wastewater Line, the Lift Station (including the Wet Well), and the wastewater -related Internal Piping to be constructed by Developer for the City to provide wastewater service to the Land and to be transferred to the City on Completion for ownership, operation, and maintenance. The term "Wastewater Facility" shall mean any one of the Wastewater Facilities. Wastewater Facility Easements: means, collectively, one or more easements on the Land exclusively in favor of the City for any wastewater facilities necessary for the City to provide retail wastewater collection and treatment services to customers on the Land where such facilities are not within a ROW, which shall be at least twenty (20) feet wide and located where generally shown on the Conceptual Wastewater Plan. The term does not include the "Major Wastewater Line Easement" as that term is defined separately. Wastewater Service: means provision by the City of domestic wastewater (sewer) collection and treatment services to retail customers within the District. Water Facilities: means, collectively, the Major Water Line and the water -related Internal Piping to be constructed by Developer for the City to provide retail water service to the Land and to be transferred to the City on Completion for ownership, operation, and maintenance. The term "Water Facility" shall mean any one of the Water Facilities. Water Facility Easements: means, collectively, one or more easements on the Land in favor of the City for any water facilities necessary for the City to provide retail water collection and treatment services to customers on the Land where such facilities are not within a ROW. The term does not include the "Major Water Line Easement" as that term is defined separately. Water Service: means provision by the City of domestic water services to retail customers within the District. Wet Well: means the 2.7 MGD wastewater wet well (wet weather peak flow) to be constructed by Developer at no initial cost to the City as a component of the Lift Station at the Lift Station Site. Consent Agreement Williamson County Municipal Utility District No. _ Page 22 of 78 ARTICLE 2. CONSENT TO CREATION; REQUIRED CONDITIONS 2.01 Petition for Consent to Creation of the District. The City acknowledges receipt on January 25, 2023 of Developer's petition, in accordance with Section 54.016 of the Texas Water Code, for creation of a "city service district" over the Land in the City's ETJ that may exercise all power granted by Chapters 49 and 54 of the Texas Water Code. The City Council hereby grants its consent to creation of the District on the Land, subject to the terms and conditions of this Agreement and the Related Agreements. 2.02 Reimbursement of City Costs and Expenses. As additional consideration for this Agreement, Developer shall pay to the City an amount equal to all applicable City application fees, plus the City's out-of-pocket costs, fees, and expenses (including but not limited to attorney's fees and other professional service fees), incurred by the City in connection with the City's consent to formation of the District, and negotiation and preparation of this Agreement and the Related Agreements. All such costs, fees and expenses that were invoiced to Developer prior to the date that this Agreement is scheduled to be considered by City Council shall be paid in full to the City before this Agreement is considered for consideration at First Reading by the City Council. All remaining or additional amounts must be received by the City on or before the Effective Date. In addition, during the term of this Agreement, Developer or the District shall remit to the City within thirty (30) days after receipt of request for same, payment for any additional fees, costs or expenses incurred by the City in the administration or amendment of this Agreement or the Related Agreements. 2.03 Organizational Meeting of the District's Board. The first organizational meeting of the District's Board must be held within sixty (60) days after the issuance of the District Creation Order. 2.04 Execution of this Agreement by District. At its first organizational meeting, the District's Board must approve this Agreement, cause this Agreement to be signed by a duly authorized representative of the District's Board, and return a fully executed, certified copy of this Agreement to the City Attorney within fifteen (15) days after the date of the organizational meeting of the District's Board. 2.05 Execution of Consent to the Partial Assignment of Receivables Agreement by District. At its first organizational meeting, the District's Board must consent to the Partial Assignment of Receivables Agreements executed by Developer, as evidenced by the signature of a duly authorized representative of the District's Board, and return a fully executed, certified copy of the Partial Assignment of Receivables Agreement to the City Attorney within fifteen (15) days after the date of the organizational meeting of the District's Board. Consent Agreement Williamson County Municipal Utility District No. _ Page 23 of 78 2.06 Limit on District's Authority. Prior to the time that this Agreement is executed by the Developer, City, and District, the time that the Partial Assignment of Receivables Agreements is executed by Developer and consented to by the District, and all such fully -executed documents are returned to the City Attorney, the District shall not issue Bonds or enter into developer reimbursement agreements (unless such developer reimbursement agreements provide that they are only effective if, and when, the foregoing documents have been executed and delivered to the City Attorney) and the District shall be prohibited from taking any affirmative act to do so. If the District or Developer fail to approve, execute, and deliver to the City this Agreement or the Partial Assignment of Receivables Agreements within the time frames required by this Article 2, and such failure is not cured within fifteen (15) days after Notice from the City, such failure shall constitute a material breach of this Agreement and shall operate to prohibit the District from taking any affirmative act to issue Bonds or executing developer reimbursement agreements until the failure has been cured. In addition, the effectiveness of all reimbursement agreements executed by the District and land development agreements executed by Developer or the District shall be expressly conditioned upon approval and execution by the District's Board of this Agreement and the Partial Assignment of Receivables Agreements with Developer and Developer's respective successors and the permitted Assignees. 2.07 Effect of Developer's Failure to Timely Execute and Return Documents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be void and have no further force or effect if this is not executed by Developer within fifteen (15) days after the City Council has approved same and delivered three (3) executable originals to the City Attorney. 2.08 Withdrawal of Consent. (a). The City's consent to the creation of the District shall be deemed withdrawn and this Agreement shall be void and have no force or effect if: (i) The District Creation Order has not been issued within twenty-four (24) months after the Effective Date except that if the creation petition is protested at the TCEQ by a person who is not the City, the deadline for issuance of the District Creation Order is extended until a final order is issued by the TCEQ on the creation petition; or (ii) The District has not held a confirmation election within eighteen (18) months after the issuance of the District Creation Order. Consent Agreement Williamson County Municipal Utility District No. _ Page 24 of 78 (b). The City's consent to the creation of the District shall be deemed withdrawn and the District shall be dissolved if: (i) Developer fails to Commence actual construction of the Major Water Line, Major Wastewater Line, and the Lift Station (including the Wet Well) within two (2) years after all easements and real property interests required for each of such facilities are acquired in Approved Form; provided, however, the two (2) year deadline shall be tolled commencing upon submission of the construction plans for any such facilities to the City in accordance with the Governing Regulations until 90 days after City approval of the submitted plans; or (ii) The District has been inactive for a period of five (5) consecutive years and has no outstanding bonded indebtedness. (c). If an event described in Subsection (a) occurs, the intent of the Parties is that the District is not to be created and Developer hereby agree that this Agreement will terminate automatically, all applications or other documents pertaining to creation of the District or issuance of Bonds submitted to the TCEQ, the Attorney General, or the state legislature shall be withdrawn, no District confirmation election shall be called or held, and Developer shall forbear from executing any documents or instruments or taking any other actions enabling the creation, or confirmation of the creation, of the District. If an event described in Subsection (b) occurs, the intent of the Parties is that the District is to be immediately dissolved, and Developer and District hereby agree to promptly execute and deliver all documents and instruments and take all reasonable actions as may be necessary or appropriate to cause the dissolution of the District to occur as soon as possible. On final dissolution of the District for the reasons described in Subsection (b), this Agreement will automatically terminate. If any event described in Subsection (a) or Subsection (b) occurs, neither Developer nor District shall contest or appeal TCEQ proceedings or decisions to dissolve the District or oppose the City's request for a public and/or contested case hearing on a petition filed with the TCEQ for creation of the District (or any other special district) on the Land or any part of the Land without the City's written consent evidenced by the City's execution of a consent agreement pertaining to the Land or any part of the Land. Further, if any event described in either Subsection (a) or Subsection (b) occurs, District expressly and irrevocably waives any claims against the City for repayment of costs and expenses which would otherwise be eligible to be reimbursed to Developer by District pursuant to the rules and regulations of the TCEQ or other applicable law. 2.09 Required Submittals to the City Prior to Creation of the District. Concurrently with the submission of the District creation application to the TCEQ, Consent Agreement Williamson County Municipal Utility District No. _ Page 25 of 78 Developer agrees to submit to the City a copy of the draft application and all supporting documents, including (without limitation) evidence that the land to be included in the District is coterminous with the boundaries of the Land and is in the City's ETJ, and a financial statement of Developer as required by TCEQ rules. 2.10 No Incorporation; No Other Jurisdiction; No Annexation. In furtherance of the purposes of this Agreement, the District and Developer, on behalf of themselves and their respective successors and Assignees, covenant and agree that, except after receiving written consent from the City Council, none of them shall: (1) initiate, seek or support any effort to incorporate the Land or any part thereof; or (2) sign, join in, associate with, or direct to be signed any document seeking to incorporate the Land or seeking to include the Land within the boundaries of any CCN other than the City's existing water CCN 12369, special district, governmental assessment jurisdiction, other municipality, or any other governmental entity or area other than the City. 2.11 Annexation of Land into the District. No additional land can be annexed into the District without the prior written consent of the City Council, and amendment of this Agreement and the affected Related Agreements. Any attempted annexation of additional land into the District without the prior written consent of the City Council, including amendments to this Agreement and the affected Related Agreements, will have no force or effect 2.12 Limit on Exercise of Eminent Domain Powers. The District is not authorized to exercise the power of eminent domain to acquire any interest in property that is located outside the boundaries of the District except (i) when necessary to obtain the Major Wastewater Line Easement, the Major Water Line Easement, Access Easements, and any deeds or easements for Private Drainage Facilities, which shall not require prior approval by the City Council; or (ii) when such power is exercised with the express prior written consent of the City Council. 2.13 Service Contracts and Interlocal Agreements. The District shall not, without the prior written approval of the City Manager, enter into any Interlocal Agreements permitted by the Interlocal Cooperation Act, Chapter 791, Government Code; and Section 552.014 of the Texas Local Government Code or any Service Contracts with terms that (a) would require the payment of a "termination" or similar fee for their termination; or (b) are not unilaterally terminable by the District upon (x) sixty (60) days' notice or less; or (y) the end of the District's then -current fiscal year, whichever is later. The City Manager shall timely review all contracts submitted under this Section and either approve them or provide written comments specifically identifying any changes required for approval within thirty (30) days of receipt. If no City comments are received Consent Agreement Williamson County Municipal Utility District No. _ Page 26 of 78 within such time, the City's consent to the Interlocal Agreement or Service Contract will be deemed to have been granted. 2.14 Requirement for Petition for Annexation Waived. Because the Land is not contiguous to the City limits and cannot be annexed under current law, the requirement in Section 13.05 of the UDC for submittal of a petition for voluntary annexation of the Land as a condition of receiving City wastewater service will not apply and is hereby waived by the City Council. ARTICLE 3. ISSUANCE OF BONDS BY DISTRICT 3.01 Restrictions on Issuance of Bonds. The District shall not issue Bonds until all of the conditions listed below have been met: (a). The documents required by Article 2 of this Agreement are fully executed and delivered to the City in accordance therewith; and (b). The Major Wastewater Line Easement (in Approved Form) and any related Access Easements have been acquired by the Developer on behalf of the City and said easement(s) have been recorded in the Official Public Records of Williamson County, Texas; and (c). The Lift Station Site and any related Access Easements have been transferred to the City via the Lift Station Site Deed and said deed has been recorded in the Official Public Records of Williamson County, Texas; and (d). The Major Water Line Easement (in Approved Form) and any related Access Easements have been acquired by the Developer on behalf of the City and said easement(s) have been recorded in the Official Public Records of Williamson County, Texas. 3.02 Authorized Purposes. The purposes for which the District may issue Bonds shall be restricted to the following: (a). Purchase, construction, acquisition, repair, extension and improvement of land, easements, works, improvements, facilities, plants, equipment, and appliances necessary to: (i) Provide a water supply for the District for municipal, domestic and commercial uses; and (ii) Collect, transport, process, dispose of, and control all domestic, Consent Agreement Williamson County Municipal Utility District No. _ Page 27 of 78 commercial, industrial or communal wastes from the District, whether in fluid, solid or composite state; and (iii)Gather, conduct, divert and control local storm water or other local harmful excesses of water in the District; and (iv) Roads or improvements in aid of roads as authorized by Section 54.234, Texas Water Code, and Article III, Section 52, Texas Constitution; and (v) Provide parks and recreation facilities for the inhabitants of the District, subject to the provisions of this Agreement and Chapters 49 and 54 of the Texas Water Code; and (vi) After any of the facilities for which the District has issued Bonds have been conveyed to a Governmental Authority or the HOA for operation and maintenance, which conveyances shall occur within the timeframes specified in this Agreement, the District shall not issue any Bonds to repair or maintain such facilities without the prior written consent of the City Council. (b). Payment of creation costs, organization expenses, initial operation expenses, cost of issuance, interest during construction, capitalized interest and similar expenses typically incurred by municipal utility districts in the issuance of bonds such as the Bonds, including issuance, administrative, insurance and regulatory expenses related to issuance of any Bonds and the land, easements, works, improvements, facilities, plants, equipment, and appliances being financed by the Bonds, and payment of any other costs authorized by Section 49.155 of the Texas Water Code; and (c). Refunding of any outstanding Bonds of the District for a debt service savings; provided, however that any such refunding Bonds otherwise satisfy the requirements of this Agreement. 3.03 Timing of Issuances. The District contemplates that it may be able to issue Bonds generally as set forth in the Finance Plan attached hereto as Exhibit G; however, the Parties understand that the actual timing, size and issuance of Bonds will be subject to the terms of this Agreement, market, economic and other variables that occur. 3.04 Amount of Bonds. In consideration of the City's consent to the creation of the District, the District agrees that the total amount of Bonds issued by the District for all purposes, excluding refunding Bonds, shall not exceed the Bond Limit Amount for any of the authorized purposes in Section 3.02 of this Agreement, unless specifically approved by the City Council. Developer and the District acknowledge and agree that Consent Agreement Williamson County Municipal Utility District No. _ Page 28 of 78 the Bond Limit Amount is sufficient to accomplish the purposes of the District, and that Developer and the District have voluntarily agreed to the Bond Limit Amount. District improvements or facilities, if any, the cost of which exceeds the Bond Limit Amount, shall be dedicated to the District without reimbursement unless otherwise approved by the City Council. 3.05 Bond Requirements. The District shall obtain all necessary authorizations for Bonds in accordance with this Agreement, UDC Section 13.10, and the laws applicable to the District. To the extent of any inconsistency or conflict with UDC Section 13.10, the terms of this Agreement shall control. All Bonds issued by the District shall comply with the following requirements: (a). Maximum maturity of twenty-five (25) years from date of issuance for any one series of Bonds; and (b). Interest rate that does not exceed two percent (2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one month period immediately preceding the date that the notice of sale of such Bonds is given; and (c). The Bonds shall expressly provide that the District shall reserve the right to redeem Bonds at any time beginning not later than the fifteenth (151h) anniversary of the date of issuance, without premium. No variable rate Bonds shall be issued by the District; and (d). Any refunding Bonds of the District must (i) provide for a minimum of three percent (3%) present value savings, (ii) provide that the latest maturity of the refunding Bonds may not extend beyond the latest maturity of the refunded Bonds, (iii) be preceded by delivery of a certificate from the District's financial advisor that demonstrates that the proposed refunding shall comply with this Section at least three (3) business days before execution of the purchase agreement for the refunding and must deliver evidence of its compliance with the requirements of this Section to the City within three (3) business days after the execution of the purchase agreement for the refunding; and (e). No Bonds shall be issued having an issuance date more than fifteen (15) years after the date of the first issuance of Bonds by the District without the City's prior written consent. 3.06 Certifications and Notice. At least thirty (30) days before submission of an application for issuance of Bonds to the TCEQ or the Attorney General, whichever occurs Consent Agreement Williamson County Municipal Utility District No. _ Page 29 of 78 first, the District shall provide to the City Secretary, City Manager and City Finance Director: (a). The written certification of (i) a statement from the District's financial advisor that the Bonds are being issued within the then -current economic feasibility guidelines established by the TCEQ for districts in Williamson County (with respect to Bonds subject to TCEQ regulation) and in conformity with this Agreement; (ii) the estimated date of the bond issuance; (iii) the estimated amount of the MDF associated with the issuance and (iv) an affirmative statement that the Developer and District are not in breach of this Agreement or any Related Agreement. (b). A notice (a "Bond Issue Notice") containing (a) the amount of Bonds being proposed for issuance; (b) a general description (to include, at a minimum, the name of each project being reimbursed) of the projects to be funded and/or the Bonds to be refunded by such Bonds; (c) the proposed debt service of the District, and (d) the District's projected total tax rate after the issuance of the Bonds. (c). As to the above certifications and any other matter required by this Article to be certified in writing, the Developer, and the District hereby represent and warrant that every statement in any certification shall be true and correct in all material respects and that the person signing the certification will have been given the requisite authority to do so on behalf of Developer or the District. If the District is not required to obtain TCEQ or Attorney General approval of the issuance of the Bonds, the District shall deliver such certifications and Bond Issue Notice to the City Secretary, City Manager and Finance Director at least sixty (60) days prior to the issuance of Bonds, except for refunding Bonds. 3.07 Bond Objections. The City shall have a period of sixty (60) days after receiving the last of the certifications and notices required by Sections 3.06 and 3.07 of this Agreement within which to object to the Bonds. The only basis for an objection by the City to a proposed Bond issue shall be that the District is in material default of a provision of the Consent Ordinance, this Agreement or the Related Agreements. If the City objects to a proposed Bond issue ("City Objection"), such an objection (a) shall be in writing, (b) shall be given to the District; (c) shall be signed by the City Manager or the City Manager's designee, and (d) shall specifically identify the provision(s) in the Consent Ordinance, this Agreement, or a Related Agreement for which the District is in default. It shall not be a basis for a City Objection that the City disagrees with District's financial advisor as to the financial feasibility of the Bonds so long as the proposed Bonds are approved by the TCEQ, if applicable, and the Attorney General. In the event a City Objection is timely given to the District with respect to a specific Bond application as required by this Section 3.07, the City and the District shall cooperate to resolve the City Consent Agreement Williamson County Municipal Utility District No. _ Page 30 of 78 Objection within a reasonable time (not more than 90 days), and the sale of the Bonds to which the City Objection applies shall be delayed until the City Objection has been cured or waived. Unless otherwise cured by written agreement of the Parties, a City Objection shall only be deemed cured if (x) the District files a petition seeking declaratory judgment in state district court, (y) not less than thirty (30) days before filing the petition the District gives the City Attorney and the City Manager Notice of, and waives any objections to, the City's right to intervene in, such a declaratory judgment action, and (z) the district court (or an appellate court, if an appeal is filed) determines that the District or Developer is not in default with respect to any provision of this Agreement, the Related Agreements or the Partial Assignment of Receivables Agreement or, alternatively, finds that if such a default had previously occurred, the default has been cured. A City Objection may only be waived by the City Council. 3.08 Official Statements. Within thirty (30) days after the District closes the sale of each series of Bonds, the District shall deliver to the City Secretary and Finance Director a copy of the final official statement for such series of the Bonds, and the District shall promptly provide such information at no cost to the City. 3.09 Reporting. The District shall: (a) send a copy of each order or other action setting an ad valorem tax rate to the City Secretary, City Manager and Finance Director within thirty (30) days after the District adopts the rate; (b) send a copy of each annual audit to the City Secretary, City Manager and Finance Director; and (c) provide copies of any material event notices filed under applicable federal securities laws or regulations to the City Secretary, City Manager and Finance Director within thirty (30) days after filing such notices with the applicable federal agency. 3.10 Reimbursement Agreements. In addition to the limitations on Bond issuance set forth elsewhere in this Agreement, the District agrees not to issue Bonds for purposes of reimbursing Developer for any costs or expenses paid by Developer after the fifteenth (151h) anniversary of the date of the first issuance of Bonds by the District, which costs and expenses would otherwise be eligible to be reimbursed to Developer by District pursuant to the rules and regulation of the TCEQ or other applicable law, unless otherwise consented to by the City Council hereafter. District and Developer expressly and irrevocably waive any claims against the City for repayment of such indebtedness following full purpose annexation. The District agrees that all Reimbursement Agreements that it enters into with Developer or any subsequent developer shall include the following provision relating to any sums payable by the City upon full purpose annexation of the District under Section 43.0715, Texas Local Government Code: If, at the time of full purpose annexation of the District, Developer has completed the construction of or financed any facilities or undivided Consent Agreement Williamson County Municipal Utility District No. _ Page 31 of 78 interests in facilities on behalf of the District in accordance with the terms of this agreement, but the District has not issued Bonds to reimburse Developer for the cost of the facilities or undivided interests in facilities, Developer agree that they will convey the facilities or undivided interests in question to the City, free and clear of any liens, claims or encumbrances, subject to Developer's right to reimbursement under Section 43.0715, Texas Local Government Code, except as such reimbursement rights are waived or modified by the Consent Agreement pertaining to creation of the District. ARTICLE 4. TAXES, FEES AND CHARGES 4.01 Tax Rate Considerations for Proposed Bonds. Before the issuance of Bonds for water, sewer, drainage, and recreational facilities, the District must provide to the City a final TCEQ order approving the Bond issue (and the accompanying staff memorandum) that indicates concurrence by the TCEQ made in accordance with the TCEQ's then - existing rules, that it is feasible to sell the Bonds and maintain a projected District combined tax rate (i.e., the District's debt service tax rate plus the District's operation and maintenance tax rate) that is not more than $0.95 per $100 (the "Feasibility Tax Rate") or less than $0.45 per $100 (the "Minimum Tax Rate") in assessed valuation on an annual basis. The District agrees the Feasibility Tax Rate is sufficient to pay debt service on the Bonds in accordance with the terms of each resolution or order approving the issuance of its Bonds in each year while such Bonds are outstanding until the full purpose annexation of the District. The District agrees to adopt its annual tax rate in compliance with the legal requirements applicable to municipal utility districts, to report the tax rate set by the District each year to the District's tax assessor/collector, and to perform all acts required by law for its tax rate to be effective. The District shall maintain all debt service tax revenues in a separate account or accounts from the District's general operating funds. At the time that the City annexes the District, the District shall also require that its bookkeeper provide an accounting allocation of the debt service fund among the various categories of Bond -funded facilities in order to simplify the City's internal allocation of the debt service fund following the full purpose annexation of the District and transfer of the fund to the City. The City, Developer, and the District acknowledge and agree that the Feasibility Tax Rate is sufficient to accomplish the purposes of this Agreement and that Developer have voluntarily agreed (and the District upon creation will voluntarily agree) to the Feasibility Tax Rate. Notwithstanding the foregoing or anything else in this Agreement to the contrary, however, (i) the District and the City understand that the District's power to levy taxes to pay the principal of and interest on Bonds up to the Bond Limit Amount will be unlimited as to rate and amount if necessary to make authorized Bond payments; and (ii) except as prohibited by law, the District's combined tax rate (i.e., the District's debt service tax rate plus the District's operation and maintenance tax rate) Consent Agreement Williamson County Municipal Utility District No. _ Page 32 of 78 must be greater than the City's tax rate at all times so that, upon annexation by the City of the District, the tax burden on the property owners within the District will decrease. Should the assessed value within the District increase such that the District's total tax rate could be lowered below the City's then existing ad valorem tax rate, the District agrees that it will increase its debt service tax rate so that the District's total tax rate equals the City's then current total ad valorem tax rate in order to accelerate the Bond redemption rate. 4.02 District Fees. The District agrees that the City shall be exempt from, and will not be assessed, any District fees. 4.03 Further Reimbursement of City Expenses. In addition to the fees paid pursuant to Section 2.02, during the term of this Agreement the Developer, or District shall pay to the City any additional fees, costs and expenses in connection with the amendment, implementation or administration of the parts of this Agreement related to the City's supervision of the District's activities under this Agreement. The costs, fees and expenses required to be paid by this Section shall be paid in full to the City within thirty (30) days of receipt of a statement regarding same from the City. Without limiting the City's right to seek an award of attorney's fees, this Section does not apply to costs, fees or expenses incurred as a result of litigation. 4.04 Master Development Fee. (a). Payment Required. As additional consideration for this Agreement, Developer shall pay to the City the Master Development Fee (MDF) out of proceeds from each issuance of Bonds by the District. The calculation of each MDF payment will be in accordance with the formula attached as Exhibit L. The District and the Developer shall ensure that each MDF installment payment will be paid to the City simultaneously with Developer's reimbursement from the Bonds. (b). Partial Assignment of Receivables Agreement. Developer hereby makes a partial assignment of their respective reimbursement rights to the City, as evidenced by the executed Partial Assignment of Receivables Agreements attached hereto as I:x{iilfrt M. In addition to the requirements of Article 14 of this Agreement, no assignment of Developer's reimbursement rights or this Agreement or a Related Agreement shall be effective unless and until the City receives a fully executed Partial Assignment of Receivables Agreement pursuant to which the City has a right to receive the Master Development Fee out of developer reimbursements as Bonds are issued in accordance with this Agreement. Consent Agreement Williamson County Municipal Utility District No. _ Page 33 of 78 ARTICLE 5. SERVICES TO THE DISTRICT 5.01 Water Services. Subject to the provisions of Article 12 of this Agreement and to other water -service related terms and conditions elsewhere in this Agreement, retail water service for up to 1,161 single family residential Lots on the Land shall be provided by the City on the same terms and rates as the City's other retail water customers located in the City's water CCN and ETJ. Upon the request of the City, the Developer shall provide an estimate of projected home sales for the ensuing three (3) years to assist the City in its planning. Developer shall construct all water -related infrastructure necessary for retail water service to be provided to the Land by the City, including all piping, valves, and fire hydrants, within designated easements or rights of way up to the customer side of the meter. All water -related infrastructure shall be designed and constructed in accordance with the Governing Regulations. 5.02 Wastewater Services. Subject to the provisions of Article 11 of this Agreement and to other wastewater -related terms and conditions elsewhere in this Agreement, retail wastewater service for up to 1,161 single family residential Lots on the Land shall be provided by the City on the same terms and rates as the City's other retail wastewater customers located in the City's ETJ. Upon the request of the City, the Developer shall provide an estimate of projected home sales for the ensuing three (3) years to assist the City in its planning. Developer shall construct all wastewater -related infrastructure necessary for retail wastewater service to be provided to the Land by the City, including all piping and manholes and other appurtenances and equipment, within designated easements or rights of way up to the customer side of the line. All wastewater - related infrastructure shall be designed and constructed in accordance with the Governing Regulations. 5.03 Solid Waste Services, Bulky Waste Services, Yard Trimmings Services, and Recycling Services. Residential Services (defined below) and Non -Residential Services (defined below) shall be provided to customers within the Land by the City's solid waste service provider(s) and no other providers. As used in the Agreement, the term "Residential Services" shall mean Solid Waste Services, Bulky Waste Services, Yard Trimmings Services, and Recycling Services for Residential Units, and the term "Non - Residential Services" shall mean Solid Waste and Recycling Services for Non -Residential Units, and all of the foregoing capitalized terms shall have the same meaning as set forth in the City's contract(s) for the provider(s) of such services. Unless the City notifies the District otherwise at least 180 days in advance, the City shall be responsible for setting up accounts to bill customers within the Land for the above -described services, and for billing and collecting for those services. Consent Agreement Williamson County Municipal Utility District No. _ Page 34 of 78 5.04 Police, Fire and EMS Services. The Land is within the City's ETJ (not within its City Limits) and the jurisdictional boundaries of ESD No. 4, therefore, the City will not provide police, fire, or emergency medical services to the District because the City is not the authorized provider of those services to the Land. The District, at its sole expense, may provide, or cause to be provided, police, fire and EMS services to serve the Land, and the City shall have no responsibility for providing those services. 5.05 Services Outside the District. The District shall not be authorized to provide water, wastewater, solid waste, fire, police, EMS or any other services outside the boundaries of a District without the express written consent of the City Council, at the City Council's sole discretion. 5.06 Street Lighting. Developer will construct street lighting within the boundaries of the District in compliance with the applicable standards of the electric service provider for the Land. ARTICLE 6. STRATEGIC PARTNERSHIP AGREEMENT; POST -ANNEXATION SURCHARGE; ANNEXATION BY CITY 6.01 Strategic Partnership Agreement. (a). General. Pursuant to the SPA, the Parties agree that the Land may be annexed by the City for limited purposes, as authorized by Section 43.0751 of the Texas Local Government Code. 6.02 Post -Annexation Surcharge. After the date the District is annexed by the City for full purposes, the City may charge customers within the District a Post - Annexation Surcharge, as permitted by Section 54.016(h), Texas Water Code, to compensate the City for its assumption of obligations of the District, provided that, at the time of annexation, at least 90% of the facilities for which District Bonds are authorized have been installed. For purposes of this Section, 90% of the facilities for which District Bonds are authorized will be deemed to have been installed at such time as all of the Public Infrastructure required to serve 90% of the Land have been constructed. The Post - Annexation Surcharge will be calculated based on the criteria and in accordance with the formula attached as Exhibit N. The Post -Annexation Surcharge may be charged and collected by the City, in addition to the City's water and sewer rates, until the bonded indebtedness of the District has been retired or for a period of 30 years after the date of full purpose annexation of the District, whichever occurs first. The City will have the right to recalculate the amount of the Post -Annexation Surcharge if necessary to compensate the City for additional outstanding obligations of the District assumed by the City or if Consent Agreement Williamson County Municipal Utility District No. _ Page 35 of 78 the variables used to calculate the Post -Annexation Surcharge change, and such recalculated surcharge maybe charged and collected as provided herein. The provisions of this Section will be disclosed at closing to each purchaser of land within the District. The parties agree that the formula set forth on Exhibit N meets the requirements of Section 54.016(h)(4), Texas Water Code. 6.03 Annexation of the District by the City. (a). General. The Parties acknowledge and agree that the Land lies wholly within the City's ETJ. The Parties further acknowledge and agree that the creation of the District, and the City's consent thereto, are for purposes that include promoting the orderly Development and extension of City services to the Land upon annexation. (b). Filing of Notices. Within thirty (30) days after the TCEQ's issuance of the District Creation Order, the District shall file in the real property records of Williamson County (1) a notice in the form required by Section 49.452 of the Texas Water Code; and (2) a notice in the form of Exhibit O attached hereto stating the extent of City services and that the City has the right to annex the Land subject to the terms and conditions of this Agreement. (c). Full Purpose Annexation. Unless provided otherwise in the SPA, the City agrees that it shall not annex for full purposes any of the Land within the District until the earlier of: (i) the expiration or termination of this Agreement between the City and the District; or (ii) the fifteenth (15th) anniversary of the date of the first issuance of Bonds by the District. On full purpose annexation, except as otherwise provided in this Agreement or the SPA, the District shall be dissolved and the City shall assume the obligations of the District, including the obligation for the payment of the District's outstanding debt obligations, subject to the terms and conditions of this Agreement and the Texas Water Code. OWNERS, DISTRICT AND ALL FUTURE OWNERS OF THE LAND (INCLUDING END -BUYERS AND OWNERS) IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE ANNEXATION OF THE LAND INTO THE CORPORATE LIMITS OF THE CITY IN ACCORDANCE WITH THIS AGREEMENT AND WAIVE ALL OBJECTIONS AND PROTESTS TO SUCH ANNEXATION. THIS AGREEMENT SHALL SERVE AS THE REQUEST THE DEVELOPER AND ALL FUTURE OWNERS OF ALL Consent Agreement Williamson County Municipal Utility District No. _ Page 36 of 78 OR ANY PART OF THE LAND TO ANNEXATION OF THE LAND INTO THE CITY LIMITS IN ACCORDANCE WITH THIS AGREEMENT. (d). Zoning on Annexation by the City. Contemporaneously with the annexation of any land within the District, the City staff will support zoning of any undeveloped property within the District consistently with the land uses set forth in the Land Plan, and support zoning of all developed property consistently with the land uses in existence on the date of the annexation. In the event of a conflict between this Agreement and any zoning ordinance adopted by the City, this Agreement, including the Land Plan, shall prevail. ARTICLE 7. DISTRICT REPORTING 7.01 District Information to be Provided to the City. The District shall provide a copy of the following documents to the City Secretary, City Attorney, City Manager and Finance Director, in the manner provided in Section 15.03 of this Agreement pertaining to Notices within the timeframes specified below: (a). Agendas: a copy of the agenda for each meeting of the District's Board concurrently with the posting required by the Texas Open Meetings Act. (b). Minutes: a copy of the minutes of all meetings of the District's Board and of any committees or subcommittees created by the District's Board within ten (10) days of the date of approval of such minutes by the District's Board, committee, or subcommittee, as applicable. (c). Tax hate: a copy of each order or other action setting an ad valorem tax rate within ten (10) days after the District's Board adopts the rate. (d). [Ridgets: a copy of the District's budget for each fiscal year within ten (10) days after approval of each budget by the District's Board. 7.02 Financial Dormancy Affidavit, Financial Report or Audit. The District shall file a copy of its annual financial dormancy affidavit, annual financial report or annual audit of its debt service and general fund accounts, whichever is required under the Texas Water Code, with the Finance Director, within ten (10) days after approval of each financial dormancy affidavit, financial report or audit by the District's Board. Any audit must be prepared by an independent certified public accountant. 7.03 Other Documents. The District shall provide copies of any other material event notices filed under applicable federal securities laws or regulations to the City Consent Agreement Williamson County Municipal Utility District No.— Page 37 of 78 Secretary, City Manager, and Finance Director within thirty (30) days after filing such notices with the applicable federal agency. 7.04 Annual Reports. Before February 1 of each calendar year, the District and the Developer shall submit a joint report to the City Manager that includes, for the prior calendar year, the following information: (1) the total number of Lots on the Land for which final plats have been recorded in the Official Public Record of Williamson County, Texas; (2) the total number of Lots on the Land for which final plat applications have been submitted to the City and remain pending; (3) the number of building permits issued for Structures on the Land, (4) the number of water and wastewater connections made on the Land; (5) a description of which requirements in this Agreement were triggered in the previous calendar year; and (6) a description of how and when the triggered requirements were satisfied. ARTICLE 8. LAND DEVELOPMENT 8.01 Land Plan, Land Development Standards, and Overall Phasing Plan. The City Council hereby approves the Land Plan attached as Exhibit K, the Land Development Standards attached as Exhibit 1, and the Overall Phasing Plan attached as Exhibit S. All Development on the Land must be in compliance with the Land Plan, the Land Development Standards, and the Governing Regulations, and the order of Development must follow the Overall Phasing Plan. Completed Land Development Checklists in the form attached as Exhibit j must be included with each request for a building permit attesting to compliance with the Land Development Standards. 8.02 Modifications to Land Plan. (a). General Process. Because the Land comprises a significant area and its Development will occur in phases over multiple years, modifications to the Land Plan may become desirable due to changes in market conditions or other factors. Developer may request modifications to the Land Plan. (b). Minor Modifications. Minor Modifications may be approved administratively by the City's Director of Planning and will not require an amendment to this Agreement. Minor Modifications to Land Plan allowed by this Agreement shall not be deemed to be changes to the Project under Chapter 245 of the Texas Local Government Code. (c). Major Modifications. Major Modifications must be approved by the City Council and must be in the form of a written amendment to this Agreement that contains a modified Land Plan and modifies the terms of this Agreement to reflect the Major Consent Agreement Williamson County Municipal Utility District No. _ Page 38 of 78 Modification as needed; and each such amendment will be recorded in the Official Public Records of Williamson County by the City at the expense of Developer. All Major Modifications to the Land Plan shall be deemed to be changes to the Project under Chapter 245 of the Texas Local Government Code, and the provisions of the UDC and all other applicable laws and regulations in effect at the time of such Major Modification shall apply unless the City Council agrees otherwise in the amendment to this Agreement memorializing the Major Amendment. (d). Definition of "Land Plan" After Modification. All references in this Agreement to the Land Plan means the then most current City -approved Land Plan. 8.03 Compliance with the Governing Regulations. (a). Development. Except where stated otherwise in this Agreement, the Parties agree that the Land will be Developed in compliance with the Governing Regulations as if it were in the City limits despite the fact that the Land is not within the City's corporate limits. In the event of any inconsistency between the terms of this Agreement and the other Governing Regulations, the terms of this Agreement shall prevail. Developer acknowledges that in addition to the Governing Regulations, the Project is subject to the jurisdiction of other Governmental Authorities and will have to comply with applicable laws, rules and regulations of such Governmental Authorities, including laws, rules and regulations of Governmental Authorities which have been delegated to the City for enforcement or administration. (b). Vertical Development. The Parties agree that although the Land is not within the City's corporate limits, Vertical Development on the Land will require a constructing, installing or remodeling party to obtain building permits, applications for which must include the appropriate Land Development Checklist in the form attached as ExhibjU and the issuance of which will be governed by the Governing Regulations and the following provisions of the City Code of Ordinances to the extent applicable to Vertical Development: Sections 2.28.110, 2.28.120 and 2.28.130; Chapter 8.04 (Fire Prevention Code), Title 15 (Buildings and Construction), and Title 13 (Public Utilities and Services), as such provisions may be amended from time to time. (c). Inspections and Inspection Fees. The City will perform inspections on a Structures on the Land and will issue a Building Permit when all inspections are satisfactorily completed. The Parties agree that in addition to other fees assessed by the City for such inspections, an additional fee of $50.00 per trip will be assessed for each inspection the City conducts, and the trip fee will be collected from the contractor/homebuilder as a condition of satisfactory completion of the inspection. The Consent Agreement Williamson County Municipal Utility District No. _ Page 39 of 78 City will retain copies of all inspection reports in accordance with its record -keeping policies, and provide them to the District on request. (d). Lot Count Reporting. To facilitate compliance with several provisions of this Agreement, with each final plat application, Developer must submit a summary chart and tally showing the following information (i) the total number of single-family residential Lots that are included on recorded plats, with reference to the Document Number of the plat as recorded in the Official Public Records of Williamson County, Texas ; (ii) the total number of single-family residential Lots that are included on final plats that have been approved by the City but not yet recorded, with reference to the project number assigned by the City to the final plat application; (iii) the number of single-family residential Lots that are included on applications for final plats that are pending with the City but not yet approved by the City, with reference to the project number assigned by the City to the final plat application; and (iv) the number of single- family residential Lots that are included in the application for final plat being submitted. (e). Platting Required. Prior to any development on the Land, or the issuance of any permits, all Land shall be included in a preliminary plat submitted to and approved by the City in accordance with Section 3.08 the UDC, and conforming with the Overall Phasing Plan. Each phase shall be included in a final plat, submitted to and approved by the City, and recorded with the Williamson County Clerk. The Developer hereby waives any exception to a requirement to plat whether contained in State law or the UDC. This requirement shall be binding on each and any assign, or successor in title to its respective part of the Land. 8.04 HOA (a). HOA Required. Prior to the first closing of a sale of a Lot on the Land, but in no event later than the date that the City receives the first application for a building permit for Vertical Development on the Land, Developer will record or cause to be recorded a Master Covenant covering the Land that establishes the obligation of the HOA to maintain a legal right to access or own, and maintain in perpetuity, the HOA Areas/Improvements located or to be located on the Land. Developer shall provide a copy of the recorded Master Covenant to the City. The Master Covenant shall provide that the provisions in the Master Covenant obligating the HOA to maintain the HOA Areas/Improvements in perpetuity cannot be amended or removed. (b). Maintenance Agreements Required. Unless an earlier time is specified in this Agreement, before the Developer transfers control of the board of the HOA to the End Buyers within the Land, the Developer will cause the HOA to enter into a Maintenance Agreement for all HOA Areas/Improvements in substantially the form Consent Agreement Williamson County Municipal Utility District No. _ Page 40 of 78 attached hereto as Exhibit P. Developer must provide copies of the fully executed Maintenance Agreements to the City. (c). Required Conveyances to the HOA. On Completion of each HOA Areas/Improvements, Developer shall transfer or convey to the HOA said HOA Areas/Improvements for perpetual ownership (or right of entry thereto), operation, and maintenance. The City shall have no responsibility for the HOA Areas/Improvements. (d). Developer Responsibilities to HOA. Until the later of (i) the date on which the assessments to be collected from End Buyers produce sufficient funds to perform the obligations of the HOA under the Maintenance Agreement, and (ii) the date on which the Developer Completes or causes Completion of construction of Public Infrastructure and the HOA Areas/Improvements serving or located within the Land, the Developer will be jointly and severally responsible for performing the HOA's obligations under the Maintenance Agreement. For purposes hereof, the HOA will be deemed to have sufficient funds to perform its obligations if the HOA has operated for two (2) consecutive years after Completion of all HOA Areas/Improvements without requiring any subsidies from the Developer. (e). Master Covenant. Developer agrees to record, or cause to be recorded, in the Official Public Records of Williamson County, Texas, prior to the first sale of a Lot, a Master Covenant requiring the HOA to maintain the HOA Areas/Improvements (the items to be maintained will be built in phases and the obligation to maintain specific items may be established in supplements to the Master Covenant.) In addition, the Developer agrees that the Master Covenant will include provisions that require installation and maintenance of drought resistant landscaping and water conserving natural turf. 8.05 Private Drainage Facilities. (a). General. All Private Drainage Facilities must be designed and constructed to meet all requirements of the Governing Regulations. The Private Drainage Facilities must be conveyed to the HOA for ownership, operation, and maintenance unless otherwise required by the TCEQ to be owned by the District for the reason stated in Section 8.05(c). Developer agrees to record, or cause to be recorded, in the Official Public Records of Williamson County, Texas, prior to and as a condition of the City's issuance of the first building permit (or its commercial use equivalent) on the Land, a Master Covenant and Maintenance Agreement requiring the HOA to maintain the Drainage Facilities in perpetuity. (b). Conveyances of Private Drainage Facilities. Within ninety (90) days of Completion of any Private Drainage Facilities on or serving more than one Lot on the Consent Agreement Williamson County Municipal Utility District No. _ Page 41 of 78 Land, and subject to the provisions of Section 8.05(c), the Developer will convey such Private Drainage Facilities to the HOA for ownership, operation and maintenance. Any Private Drainage Facilities that serve only one Lot will be transferred to and perpetually thereafter owned, operated, and maintained by the owner of such Lot. (c). Developer's Right to Reimbursement. The conveyances of the Private Drainage Facilities referenced in Sections 8.05(a) and (b) shall be subject to the Developer's right to reimbursement from the District for the cost of such Private Drainage Facilities in accordance with TCEQ rules. In that regard, if applicable law requires the District to own the Private Drainage Facilities in order for such Private Drainage Facilities to be reimbursable via Bonds (and the Bonds to be issued as "tax-exempt"), the Developer may convey ownership of the Private Drainage Facilities to the District and the District will grant an irrevocable license or perpetual easement to the HOA requiring perpetual maintenance by the HOA of the Private Drainage Facilities when such conveyance is allowable under Texas law and will not invalidate the "tax-exempt" nature of the Bonds. (d). No City Responsibility. The City shall have no responsibility for maintaining any Private Drainage Facilities or similar such facilities on or serving the Land. ARTICLE 9. TRANSPORTATION IMPROVEMENTS. 9.01 General. Developer shall design and Complete, or cause to be designed and Completed, the Transportation Improvements in compliance with the Governing Regulations and the Conceptual Transportation Plan. All ROW for the Transportation Improvements will be dedicated to the County and on Completion of the Transportation Improvements, Developer shall cause the Transportation Improvements (including related drainage improvements) to be inspected and accepted by the County for ownership, maintenance and repair by the County. 9.02 Primary Road Construction Schedule. (a). Completion of the Primary Road On -Site Segment. Developer may Complete the Primary Road On -Site Segment in sections or phases as portions of the Land are platted as allowed by the UDC, subject to the following conditions: (i) notwithstanding any contrary provision in the UDC, Developer may not post fiscal security in lieu of constructing the relevant section of the Primary Road On -Site Segment to receive City approval of a final plat; and (ii) Developer must Complete, or cause Completion to occur, of the Primary Consent Agreement Williamson County Municipal Utility District No. _ Page 42 of 78 Road On -Site Segment before the Trigger Date. For clarity, the foregoing means that Developer shall not be allowed to post a bond, letter of credit, or other form of fiscal guarantee to secure its obligations to Complete the Primary Road On -Site Segment before the Trigger Date or to secure City approval of a final plat, but must actually Complete, or cause Completion to occur, of the Primary Road On -Site Segment before the Trigger Date. (b). Completion of the Primary Road Off -Site Segment. Prior to the Trigger Date, Developer must: (i) have acquired the Primary Road Off -Site Segment ROW on behalf of the County, and Completed, or cause Completion to occur, of construction of the Primary Road Off -Site Segment, or (ii) have fulfilled both of the following obligations: (1) have provided the documentation required by Section 9.03(b) to the City demonstrating Developer's efforts to acquire and the County's refusal to acquire the Primary Road Off -Site Segment ROW; and (2) have posted the Primary Road Off -Site Segment Fiscal Security with the City in the required form and amount Special Provisions Related to the Primary Road Off -Site Segment ROW. 9.03 Possible City Assistance with Acquisition of Primary Road Off -Site Segment ROW. (a). Developer and the District shall each use commercially reasonable efforts to obtain the Primary Road Off -Site Segment ROW on or before the Trigger Date. (b). The City acknowledges that under current law, the District is prohibited by Section 54.209 of the Texas Water Code from using its powers of eminent domain to acquire a site or easement for a road project. Developer acknowledges that on Completion, the Primary Road will be owned and maintained by the County, not the City. If Developer and the District are unable to obtain the Primary Road Off -Site Segment ROW on or before the Trigger Date after using good faith efforts to do so, the Developer and District shall request the County to use the County's powers of eminent domain to acquire the Primary Road Off -Site Segment ROW at no cost to the County. Within sixty (60) days of receipt of the (i) Acquisition Documentation from Developer and District ; and (ii) a statement that the Developer or District has requested that the County utilize its powers of eminent domain to acquire the Primary Road Off -Site Consent Agreement Williamson County Municipal Utility District No. _ Page 43 of 78 Segment at no cost to the County but a duly authorized representative of the County has refused in writing to do so, together with written documentation evidencing same from authorized representatives of the Developer and from the County, Developer may request that the City acquire the Primary Road Off -Site Segment ROW. If, at the time of the Developer's or District's request to the City for acquisition assistance, the City and County have a written agreement whereby the County affirmatively agrees that the County will own and maintain the Primary Road on its Completion, and if otherwise allowed by law, the City shall use its best efforts to acquire the Primary Road Off -Site Segment ROW, using the City's powers of eminent domain if necessary, at Developer's sole cost and expense and no cost to the City; subject to the foregoing terms and conditions. Provided that the foregoing conditions are satisfied and provided further that the additional conditions in Sections 9.02(b)(i) and (ii) are also satisfied, then on receipt of a valid request for the City's acquisition assistance, the City shall provide a preliminary written estimate to the Developer and District of projected costs and expenses related to acquisition of the Primary Road Off -Site Segment ROW by eminent domain. Developer or District shall provide payment in the full amount of the written estimate to the City within thirty (30) days after receipt of the written estimate. Developer or District shall pay all costs and expenses incurred by the City relating to the acquisition of the Primary Road Off -Site Segment ROW, including, without limitation, costs of negotiating easements with landowners, preparation of easement instruments and surveys, payment of a negotiated sum for purchase of an easement, and purchase or condemnation costs incurred by the City, including any litigation related thereto (including all actual legal fees, witness costs, and court costs). In the event that the actual costs of easement acquisition exceed the original cost estimate, Developer shall provide payment of the additional amount within fifteen (15) days of receipt of a written request for payment from the City. In the event that the actual costs of easement acquisition are less than this sum, the City shall promptly refund the excess amount to Developer or District, as appropriate. (c). Developer and District acknowledge and agree that the City will not authorize its employees, representatives, agents or consultants to commence any efforts to acquire the Primary Road Off -Site Segment ROW until the conditions in Section 9.02(b)(i) and (ii) are met and full payments are received by the City. Failure by Developer or District to satisfy the conditions set forth in Section 9.02(b)(i) and (ii) or to timely pay the written estimate or any invoice in full shall constitute a material breach of this Agreement. (d). In no event shall the City be required to initiate efforts to acquire the Primary Road Off -Site Segment ROW before the Trigger Date. Consent Agreement Williamson County Municipal Utility District No. _ Page 44 of 78 9.04 Failure of Developer and District to Acquire Primary Road Off -Site Segment ROW. (a). In the event Developer and the District are unable to obtain the Primary Road Off -Site Segment ROW before the Trigger Date after using good faith efforts to do so, or if after receiving a timely request by the Developer, the County subsequently fails or declines to exercise its powers of eminent domain to acquire the Primary Road Off -Site Segment ROW via easements or Possession and Use Agreements for same on or before Trigger Date, then Developer must secure its obligations under this Agreement pertaining to acquisition of the Primary Road Off -Site ROW and Completion of the Primary Road Off -Site Segment by posting the Primary Road Off -Site Segment Fiscal Security. The Primary Road Off -Site Fiscal Security must be delivered to the City on or before the Trigger Date. (b). The Primary Road Off -Site Segment Fiscal Security must be maintained in full force and effect by Developer, at no cost to the City, until the Primary Road Off -Site Segment ROW has been acquired and the Primary Road Off -Site Segment has been Completed. If any time before Completion of the Primary Road Off -Site Segment the City determines that the estimated costs to acquire the Primary Road Off -Site Segment ROW and/or to Complete the Primary Road Off -Site Segment exceeds the amount of the Primary Road Off -Site Segment Fiscal Security then in effect, the City shall notify Developer of the cost increase and the new required amount and Developer shall, within thirty (30) days after receipt of the notice, provide an amended or substituted Primary Road Off -Site Segment Fiscal Security with a payment amount equal to the new increased required amount stated in the notice. (c). Developer shall have no right to use and/or draw on the Primary Road Off - Site Segment Fiscal Security. The City shall have the right but not the obligation, to use and/or draw on the Primary Road Off -Site Segment Fiscal Security to acquire, or cause the acquisition of, the Primary Road Off -Site ROW and/or to Complete, or cause Completion of, the Primary Road Off -Site Segment, in its sole discretion. If the City acquires the Primary Road Off -Site Segment ROW, the amount of the Primary Road Off - Site Segment Fiscal Security may be reduced to the amount that is 125% of the City - approved then -current Engineer's estimated cost to Complete the Primary Road Off -Site Segment. If the City acquires the Primary Road Off -Site ROW, after such acquisition, the Developer may send a written notice to the City stating that it will construct the Primary Road Off -Site Segment, and after Developer Completes, or causes Completion of the Primary Road Off -Site Segment, the City will release any unused portions of the Primary Road Off -Site Segment Fiscal Security to Developer. Consent Agreement Williamson County Municipal Utility District No. _ Page 45 of 78 (d). The City agrees that it will not withhold approval of final plat applications containing any Triggered Lots based solely on the fact that the Completion of the Primary Road Off -Site Segment has not occurred, as long as the Primary Road Off -Site Segment Fiscal Security remains in full force and effect. 9.05 TIA. The City acknowledges receipt of the TIA submitted for the Project per the requirements of Section 12.09 of the UDC. City and Developer also acknowledge, however, that the Land Use Plan may be amended, a school site may be added, or density may increase; therefore, to address changes in the Project occurring after the Effective Date, any time after the Effective Date, the City may request one or more TIA Updates as the City, in its reasonable discretion, deems appropriate to address such changes. Developer shall prepare and submit the TIA Update(s) to the City for review and approval by the City in its regulatory capacity within thirty (30) days after receipt of the City's request(s) for same. Developer understands and agrees that a TIA Update may also require an amendment to this Agreement. 9.06 TIA Proportionate Share Payments. The Developer shall pay to the City the TIA Proportionate Share Total Payment on a per -residential lot basis as follows: as a condition of receiving final plat approval, Developer shall pay to the City a TIA Proportionate Share Per Lot Payment for each residential lot included in a final plat for the Land. The difference between the TIA Proportionate Share Total Payment and the sum of all TIA Proportionate Share Per Lot Payments received before the date of an application for approval of the last final plat of the Land shall be paid prior to, and as a condition of, the City's approval of the last final plat for the Land (regardless of the number of residential lots included on the last final plat). Developer agrees that the amount of the TIA Proportionate Share Payments may change based on a TIA Update, and that any such change will also require an amendment to this Agreement. 9.07 TIA Developer Improvements. (a). Warrant Study(ies) (i) Developer Warrant Studies/Traffic Signal Fiscal Security. Developer shall, at no cost to the City, prepare, or cause to be prepared, a Warrant Study of each Intersection and submit a copy of said Warrant Study to the City with the application for a final plat for the portions of the Land containing or abutting said Intersection. If the Warrant Study indicates that no traffic signal improvements are then "warranted" at the relevant Intersection, the Developer shall update the relevant Warrant Study every 365 days (or more frequently if requested by the City), and continue to provide such updates until the Warrant Study Deadline. If Consent Agreement Williamson County Municipal Utility District No. _ Page 46 of 78 a Warrant Study indicates traffic signalization improvements are "warranted" at an Intersection, within 60 days after the date of such Warrant Study, Developer shall provide to the City an Engineer's cost estimate approved by the County of those traffic signalization improvements the County requires Developer to provide for the applicable Intersection, along with fiscal security for the City in the form set out in the attached Exhibit 0 issued by a major U.S. commercial bank with at least the City's minimum acceptable rating established under the City's financial institution rating system in effect and otherwise reasonably acceptable to the City with a payment amount equal to the amount that is 125% of the amount set out in such cost estimate, and commence construction of the traffic signalization improvement. If a Warrant Study indicates traffic signalization improvements are warranted at an Intersection but the required traffic signalization improvements are not Completed within one (1) year after the date of the fiscal security held by the City, on the City's request, Developer will obtain and submit to the City an updated Engineer's cost estimate of the traffic signalization improvements the County requires Developer to provide, and an updated fiscal security instrument in favor of the City in the form set out in Exhibit 0 issued by a major U.S. commercial bank with at least the City's minimum acceptable rating established under the City's financial institution rating system in effect and otherwise reasonably acceptable to the City with a payment amount equal to the amount that is 125% of the amount set out in such updated cost estimate. This process shall continue until either all traffic signalization improvements are Completed for each Intersection, or the Warrant Study Deadline arrives. At any time when a Warrant Study shows traffic signalization improvements at an Intersection are warranted but Developer has not either Completed same or delivered to the City the documentation required by this Section, the City may give Developer notice that if such improvements are not Completed within 90 days after the date of such notice, the City intends to use and/or draw on the fiscal security held by the City under this Section and use such sums to design and build the applicable traffic signalization improvements. Upon the City's completion of the applicable traffic signalization improvements the City will return any unused sums to Developer. If Developer has not Completed traffic signalization improvements at all Intersections before the Warrant Study Deadline, the Developer shall have no obligations to conduct any further Warrant Studies or update the fiscal security, but shall have no rights to the proceeds or funds under the Consent Agreement Williamson County Municipal Utility District No. _ Page 47 of 78 fiscal security instruments posted by Developer per the requirements of this Section, instead, the City shall have all rights to use the funds available under the fiscal security instruments to Complete the traffic signalization improvements. (ii) Warrant Study By Others. As an alternative to delivering fiscal to the City as required under Section 9.05(a)(i), after receipt of a Warrant Study by the County or TxDOT that indicates construction of traffic signalization improvements at an Intersection is "warranted," Developer may deliver to the City: (a) an Engineer's cost estimate approved by TxDOT or the County, as appropriate, for the traffic signalization improvements TxDOT or the County requires Developer to provide; and (b) documentation that (y) TxDOT or the County and the Developer have entered into a contract pursuant to which Developer will design and construct the applicable traffic signalization improvements; and (z) Developer has deposited with TxDOT or the County all funds (if any) required under that contract. If Developer delivers the items described in the prior sentence to the City after Developer has posted fiscal with the City under Section 9.05(a)(i), the City will return the fiscal security to Developer. (b). Primary Road/FM 3405 Intersection Improvements. The construction plans for the Primary Road shall include a 605-foot (505-foot storage, 100-foot taper) eastbound left -turn deceleration lane on FM 3405 to enter the Primary Road, a 535-foot (435-foot storage, 100-foot taper) westbound right -turn deceleration lane on FM 3405 to enter the Primary Road, and a mast arm for a traffic signal at the Primary Road/FM 3405 Intersection. At no cost to the City, Developer shall Complete construction of the two turn bays and the mast arm for the signal described in the preceding sentence prior to and as a condition of the City's approval of the final plat for any portion of the Land within Phase 1 (as Phase 1 is shown on the Overall Phasing Plan attached as Exhibit S. If warranted per a Warrant Study, Developer shall also Complete construction of the traffic signal at the Primary Road/FM 3405 Intersection as a condition of the City's approval of a final plat for any portion of the Land within Phase 1 (as Phase 1 is shown on the Overall Phasing Plan attached as Exhibit S). If not then warranted, Developer shall post the fiscal security for the traffic signal as a condition of the City's approval of a final plat for any portion of the Land within Phase 1 and perform the additional Warrant Studies as required by Section 9.06(a). If warranted per a Warrant Study before the Warrant Study Deadline, Developer shall Complete the traffic signalization improvements at the Primary Road/FM 3405 Intersection within 180 days after the date of the Warrant Study finding that the traffic signalization improvements are warranted. Consent Agreement Williamson County Municipal Utility District No. _ Page 48 of 78 (c). Primary Road/Ronald Reagan Blvd. Intersection Improvements. The construction plans for the Primary Road shall include a 830-foot (680-foot storage, 150- foot taper) westbound left -turn deceleration lane on Ronald Reagan Blvd. to enter the Primary Road, a 500-foot additional eastbound through lane on Ronald Reagan Blvd. to enter the Primary Road, a 500-foot receiving lane on Ronald Reagan Blvd. at the Primary Road/Ronald Reagan Blvd. Intersection, and a mast arm for a traffic signal at the Primary Road/Ronald Reagan Blvd. Intersection. At no cost to the City, Developer shall Complete construction of the two 500-foot lanes on or before the first to occur of the following events: (1) when the peak hour right -turn movements reach 50; or (2) prior to and as a condition of the City's approval a final plat for any portion of the Land that contains the 654th Lot on the Land . At no cost to the City, Developer shall Complete construction of the 830-foot westbound left -turn deceleration land and the mast arm for the traffic signal on or before the first to occur of the following events: (1) when the peak hour left -turn movements reach 200; or (2) prior to and as a condition of the City's approval of a final plat that contains the 654th Lot on the Land. If warranted per a Warrant Study, Developer shall also Complete the traffic signal prior to and as a condition of the City's approval of final plat for any portion of the Land that contains the 6541h Lot on the Land. If not then warranted, Developer shall post the fiscal security for the traffic signal and perform the additional Warrant Studies required by Section 9.06(a). If subsequently warranted per a Warrant Study due before the Warrant Study Deadline, Developer shall Complete the traffic signalization improvements within 180 days after the date of the Warrant Study finding that the traffic signalization improvements are warranted. (d). Reporting. Developer shall cooperate with the District and file timely and accurate reports under Section 7.04 of this Agreement to assist in implementation of the requirements of this Article pertaining to the Warrant Studies and Intersections. ARTICLE 10. PUBLIC PARKLAND AND OPEN SPACE 10.01 Regional Parkland Contribution Amount. Developer shall pay the Regional Parkland Contribution Amount in full to the City via bank wire prior to and as a condition of the City's approval of the first final plat for any portion of the Land. Developer shall contact the Finance Director for bank wire instructions prior to the payment due date. 10.02 Public Parkland and Public Parkland Improvements (a). General. The Public Parkland and Public Parkland Improvements must be designed and constructed to meet all requirements of the Governing Regulations. The Public Parkland and Public Parkland Improvements must be conveyed to the HOA for ownership, operation, and maintenance in accordance with Section 10.02(d). Consent Agreement Williamson County Municipal Utility District No. _ Page 49 of 78 (b). Public Parkland Site Plan/Minimum Investment. The Developer will submit a detailed proposed Site Plan identifying and showing which of the Public Parkland Improvements listed on Exhibit R Developer will construct at each Public Parkland (i.e., Park A - Park E) and a description of the specific Parkland Improvements to the City Planning Department at the time of submittal to the City of an application for a preliminary plat that includes Public Parkland for approval by the City's Director of Parks and Recreation. The Site Plan must also include the Engineer's estimate of probable cost of the Public Parkland Improvements to be constructed by Developer on the Public Parkland. Developer shall invest not less than a cumulative total of $1,171,000 in all of the Public Parkland Improvements; if the actual cost of the Public Parkland Improvements is less than $1,171,000, the Developer shall remit the difference to the City within thirty (30) days of Completion of the last Public Parkland Improvement. (c). Open to the Public/Privately Maintained, The Public Parkland and the Public Parkland Improvements situated thereon shall be open to the general public. The Public Parkland and the Public Parkland Improvements situated thereon must be maintained in perpetuity by the HOA pursuant to a Maintenance Agreement. (d). Conveyances. Developer will transfer, convey, or dedicate the Public Parkland and the Public Parkland Improvements situated thereon to the HOA as follows: (i) Park A. Developer will Complete the Public Parkland Improvements on, and transfer Park A to the HOA for ownership and maintenance, prior to and as a condition of City's approval of a final plat containing any Lot abutting Park A. (ii) Park B. Developer will Complete the Public Parkland Improvements on, and transfer Park B to the HOA for ownership and maintenance, prior to and as a condition of the City's approval of a final plat containing any Lot abutting Park B. (iii) Park C. Developer will Complete the Public Parkland Improvements on, and transfer Park C to the HOA for ownership and maintenance, prior to and as a condition of the City's approval of a final plat containing any Lot abutting Park C. (iv) Park D. Developer will Complete the Public Parkland Improvements on, and transfer Park D to the HOA for ownership and maintenance, prior to and as a condition of the City's approval of a final plat containing any Lot abutting Park D. Consent Agreement Williamson County Municipal Utility District No. _ Page 50 of 78 (v) Park E. Developer will Complete the Public Parkland Improvements on, and transfer Park E to the HOA for ownership and maintenance, prior to and as a condition of the City's approval of a final plat containing any Lot abutting Park E. (e). Developer's Right to Reimbursement. The conveyances of the Public Parkland and Public Parkland Improvements and Open Space Areas shall be subject to the Developer's right to reimbursement from the District for the cost of same in accordance with TCEQ rules. In that regard, if applicable law requires the District to own the Public Parkland and Public Parkland Improvements in order for such Public Parkland and Public Parkland Improvements to be reimbursable via Bonds (and the Bonds to be "tax-exempt"), the Developer may convey ownership of the Public Parkland and Public Parkland Improvements to the District and the District will grant an irrevocable license or perpetual easement to the HOA requiring perpetual maintenance of the Public Parkland and the Public Parkland Improvements by the HOA pursuant to a Maintenance Agreement when such conveyance is allowable under Texas law and will not invalidate the "tax-exempt" nature of the Bonds, for perpetual ownership, operation and maintenance. (f). Reporting. Developer shall cooperate with the District and file timely and accurate reports under Section 7.04 of this Agreement to assist in implementation of the requirements of this Article. 10.03 Private Amenity Center. Developer shall Complete or cause Completion to occur of the Private Amenity Center Improvements prior to and as a condition of the first final plat any portion of the Land located in Phase 3 as shown on Exhibit S. The Private Amenity Center Improvements shall be reserved for use by End Buyers of the residential Lots. The Developer will submit a Site Plan showing the Private Amenity Center Improvements to be constructed by Developer on the Private Amenity Center Site to the City Planning Department at the time of submittal to the City of an application for a preliminary plat that includes the Private Amenity Center, for approval by the City's Director of Parks and Recreation. On Completion of the Private Amenity Center Improvements, Developer shall transfer the Private Amenity Center Site and the Private Amenity Center Improvements constructed thereon to the HOA. 10.04 Sidewalks. Developer shall Complete the Sidewalks within the applicable Sidewalk Easement(s) in phases concurrently with the construction of the corresponding phase of the street or road immediately adjacent to the Sidewalk. The Developer will design and build the Sidewalks, and transfer or dedicate same together with the applicable Sidewalk Easement(s), to the County or HOA, whichever of them shall have ongoing maintenance responsibilities, upon Completion of each segment of a Sidewalk. Consent Agreement Williamson County Municipal Utility District No. _ Page 51 of 78 10.05 Landscaping (a). Installation and Maintenance. Developer shall install the landscaping in the HOA Areas prior to dedication or transfer of same to the HOA, but in no event later than the date that is one (1) year after recordation of the final plat containing the applicable landscape buffer area. A Maintenace Agreement requiring the HOA to maintain the landscape buffer areas in perpetuity must be in effect at all times, commencing immediately after installation of the landscaping. (b). Primary Road Landscape Buffer Areas (i) Developer shall plant two (2) shade trees, each having a minimum diameter of three (3) caliper -inches, plus five (5) five-(5)-gallon shrubs, per every 1,000 linear feet in the Primary Road Landscape Buffer Areas. (ii) The Developer may place the Primary Road Landscape Buffer Areas within the ROW of the relevant roadway if the following conditions are met: (1) the distance requirements in Section 10.06 pertaining to HOA Walls and Fencing are met; and (2) the Developer must provide the City with the County ROW Right of Entry Authorization granting the HOA access to the ROW to maintain the Primary Road Landscape Buffer Areas in perpetuity before final plat approval; and (3) the Developer must provide the City with the Maintenance Agreement for the Primary Road Landscape Buffer Areas before final plat approval; and (4) the Developer must provide tree root barriers for all trees in the ROW. (c). Primary Road Median Landscape Buffer Area. (i) If allowed by the County, Developer shall designate the Primary Road Median Landscape Buffer Area as a Lot for HOA Area/Improvements in all plats containing the Primary Road On -Site Segment (or portion thereof). Consent Agreement Williamson County Municipal Utility District No. _ Page 52 of 78 (ii) Developer shall plant shade trees in the Primary Road Median Landscape Buffer Area spaced at one (1) shade tree per fifty (50) linear feet, with each shade tree having a minimum diameter of three (3) caliper -inches. Developer shall also provide tree root barriers for all trees in the Primary Road Median Buffer Area. (iii) Developer must provide the City with the County ROW Right of Entry Authorization granting the HOA access to the ROW to maintain the Primary Road Median Buffer Area in perpetuity. (iv) Developer must provide the City with the Maintenance Agreement for the Primary Road Median Buffer Area. (d). FM 3405 Gateway Landscape Buffer Area. (i) If allowed by the County, Developer shall designate the FM 3405 Landscape Buffer Area as a Lot on all plats for those portions of the Land adjacent to FM 3405 Landscape Buffer Area. (ii) Developer shall plant plantings at a minimum ratio of two (2) shade trees and two (2) five (5)-gallon shrubs for every 1,000 square feet of land within the FM 3405 Landscape Buffer Area, Developer shall provide tree root barriers for all trees on, or to be planted within, the FM 3405 Landscape Buffer Area if the FM 3405 Landscape Buffer Area in the location of the tree (or to -be - planted tree) is not as wide as the tree's expected Critical Root Zone (as that term is defined in the UDC) at full maturity. (iii) Developer must provide the City with the County ROW Right of Entry Authorization granting the HOA access to the ROW to maintain the FM 305 Landscape Buffer Area in perpetuity. (iv) Developer must provide the City with the Maintenance Agreement for the FM 3405 Landscape Buffer Areas. 10.06 HOA Walls and Fencing. Developer shall construct the HOA Walls and Fencing meeting the HOA Walls and Fencing Standards attached as Exiiibit 1-1 in the areas shown on the Conceptual Parks and Open Space Plan. If not located entirely within an Open Space Lot, the HOA Walls and Fencing shall be located in easements granted to the HOA requiring the HOA to have perpetual ownership of and maintenance responsibilities for the HOA Walls and Fencing. No Walls and Fencing may be placed in the ROW. All Walls and Fencing must be at least fifteen feet (15') away from the back of Consent Agreement Williamson County Municipal Utility District No. _ Page 53 of 78 the curb of the adjacent Primary Road, Major Collector Road, or Internal Road. Developer shall Complete the HOA Walls and Fencing prior to dedication or transfer of the Open Space Area within which same are located to the HOA, but in no event later than the date that is one (1) year after recordation of the final plat containing any portion of the HOA Walls and Fencing.. A Maintenace Agreement requiring the HOA to maintain the HOA Walls and Fencing in perpetuity must be in effect at all times, commencing on Completion of the HOA Walls and Fencing (or relevant component thereof). 10.07 Landscaping in City Utility Easements. No trees shall be planted in any City Utility Easement; provided however, that the Developer may request to plant trees in City Utility Easement by submitting a tree plan to the City showing the locations in a City Utility Easement where the Developer desires to plant trees and an explanation for the request, for the City's consideration and pre -approval. Nothing in this Agreement requires the City to allow trees to be planted in the City Utility Easements, and the City may grant or deny such requests in its sole discretion. 10.08 Developer's Right to Reimbursement. The conveyances of the areas and improvements referenced in Sections 10.05 and 10.06 shall be subject to the Developer's right to reimbursement from the District for the cost of same in accordance with TCEQ rules. In that regard, if applicable law requires the District to own same in order to be reimbursed for same via Bonds (and the Bonds to be "tax-exempt"), the Developer may convey ownership of them to the District and the District will grant an irrevocable license or perpetual easement to the HOA when such conveyance is allowable under Texas law and will not invalidate the "tax-exempt" nature of the Bonds for perpetual ownership, operation and maintenance. ARTICLE 11. WASTEWATER SERVICE 11.01 Construction Timeline and Effect on Final Plat Approval. (a). Developer must Complete, or cause Completion to occur of, the Major Wastewater Line (in its entirety, both the portions on the Land and the portions outside of the boundaries of the Land) and the Lift Station (including the Wet Well) prior to, and as a pre -condition of the City's approval of, the first final plat for any portion of the Land (and every final plat thereafter). (b). For clarity, Section 11.01(a) means that: (i) Developer shall not be allowed to post a bond, letter of credit, or other form of fiscal guarantee to secure its obligations to Complete the Major Wastewater Line or Lift Station (including the Wet Well) in lieu of Consent Agreement Williamson County Municipal Utility District No. _ Page 54 of 78 Completion of each of them to secure City approval of a final plat, but must actually Complete, or cause Completion to occur, of all of them; and (ii) Developer shall not be allowed to post a bond, letter of credit, or other form of fiscal guarantee to secure its obligations to convey and/or acquire the Major Wastewater Line Easements in lieu of providing to the City recordable easements for same in Approved Form. (iii)Developer acknowledges and agrees that the City will withhold approval of all final plat applications for the Land until the Major Wastewater Line and Lift Station (including the Wet Well) all have been Completed, and the Major Wastewater Line Easements and Lift Station Deed are in Approved Form and have been recorded in the Official Public Records of Williamson County, Texas. (c). Nothing in Section 11.02 changes or alters the provisions of Section 11.01. 11.02 Possible City Assistance with Acquisition of Major Wastewater Line Off - Site Segment Easement During Interim Period. (a). Applicability. Section 11.02 shall apply only during the Interim Period. (b). Acquisition Documentation and I'ayment of Costs During the Interim Period, Developer may request the City's assistance in acquiring the Major Wastewater Line Off -Site Segment Easement, at no cost to the City, by submitting the Acquisition Documentation to the City. If the Acquisition Documentation received from Developer is satisfactory to the City, the City shall provide to the Developer a preliminary written estimate of projected costs and expenses for the City to use its powers of eminent domain to acquire the Major Wastewater Line Off -Site Segment Easement. Developer shall provide payment to the City of the full amount of the written estimate within thirty (30) days after receipt of the written estimate. It is the intent and understanding of the Parties that Developer shall pay all costs and expenses incurred by the City relating to the acquisition of the Major Wastewater Line Off -Site Segment Easement, including, without limitation, costs of negotiating easements with landowners, preparation of easement instruments and surveys, payment of a negotiated or ordered sum for purchase of the easement rights, and all other purchase or condemnation costs incurred by the City, including any litigation related thereto (including legal fees, witness costs, and court costs). In the event that the actual costs of easement acquisition costs exceed the original cost estimate, the Developer shall provide payment of the additional amount within fifteen (15) days of receipt of a written request for payment from the City. In the event Consent Agreement Williamson County Municipal Utility District No. _ Page 55 of 78 that the actual costs of easement acquisition are less than the amounts tendered to the City, the City shall promptly refund the excess amount to Developer after all easements are recorded for the Major Water Line Off -Site Segment Easement. (c). Effect of this Section. Developer and District acknowledge and agree that the City will not authorize its employees, representatives, agents or consultants to commence any efforts to acquire the Major Wastewater Line Off -Site Segment Easement until the conditions in Section 11.02(b) are met. Failure by Developer or District to satisfy the conditions set forth in Section 11.02 or to timely pay any invoice in full shall constitute a material breach of this Agreement. After the expiration of the Interim Period any eminent domain actions necessary to acquire the Major Wastewater Line Off -Site Segment Easement will be the responsibility of the District. 11.03 Limit on Wastewater Connections; Limit on Development Approvals. No Development applications shall be submitted, and the City shall not be required to accept or approve a Development -related application, for any portion of the Land that (a) requires a private lift station or any other non -gravity means for the provision of collectivized wastewater service; or (b) is to be served by on -site sewage facilities (septic systems), it being the intent of the Parties that wastewater collection service be provided to the Land solely via gravity lines connecting to the Major Wastewater Line. 11.04 Design of the Major Wastewater Facilities. (a). Lift Station. With regard to the Approved Plans for the Lift Station, the Parties agree: (i) The plans may provide for construction of the Lift Station in up to two phases; and (ii) The plans shall specify the pumping capacity of the Lift Station to be constructed in the Initial Phase (1.2 MGD); and (iii) The plans shall specify that the initial Phase of the Lift Station (consisting of a 1.2 MGD peak wet weather flow pumping capacity lift station on Completion) shall be Completed by Developer before, and as a condition of, the City's approval of the first final plat of any portion of the Land; and (iv) The plans must be prepared such that the Lift Station can be readily expanded, at no cost to the Developer, to the Expanded Phase of 2.7 MGD (peak wet weather flow); and Consent Agreement Williamson County Municipal Utility District No. _ Page 56 of 78 (v) The plans must include extension of the City's SCADA system, fiber system, and electric systems to the Lift Station; and (vi) The plans must include installation of variable frequency motors for the pumps that meet the City's specifications and are acceptable to the City; and (vii) The plans must include installation of an on -site emergency generator for emergency redundant power with all phases. (b). Major Wastewater Line. With regard to the Approved Plans for the Major Wastewater Line, the Parties agree: agree: (i) The plans may provide for construction of more than one segment of the Major Wastewater Line sized as necessary to serve the Land; provided however, the plans shall specify that the entire Major Wastewater Line (gravity and force main segments) shall be Completed before, and as a condition of, the City's approval of the first final plat of any portion of the Land; and (ii) The elevation of the Major Wastewater Line shall match the elevation of the City's existing wastewater line. (c). Wet Well. With regard to the Approved Plans for the Wet Well, the Parties (i) Construction of the Wet Well shall not be phased; the Wet Well must be constructed by Developer in its entirety as a 2.7 MGD (peak wet weather flow) wet well; and (ii) The plans shall specify that the Wet Well shall be Completed before, and as a condition of, the City's approval of the first final plat of any portion of the Land. 11.05 Completion Required. Developer shall Complete, or cause Completion to occur, of the Major Wastewater Line, the Lift Station, the Wet Well, and each other Wastewater Facility in accordance with the Governing Regulations. 11.06 Conveyance to the City; Ownership, Operation and Maintenance. Upon Completion of the Major Wastewater Line, the Lift Station (including the Wet Well), and each Wastewater Facility, the Developer will promptly convey those improvements and facilities to the City by instruments in Approved Form and at no cost to the City, subject Consent Agreement Williamson County Municipal Utility District No. _ Page 57 of 78 to the City's obligation to provide service to the Land as provided in this Agreement and to the Developer's right to reimbursement from the District and the City for the cost of applicable improvements and facilities in accordance with TCEQ rules. The Developer will also assign all contract rights, warranties, guarantees, assurances of performance, and bonds related to the improvements and facilities conveyed to the City, at no cost to the City and on forms approved by the City. The City agrees that its acceptance of improvements and facilities and the related assignments will not be unreasonably withheld, conditioned, or delayed as long as the improvements and facilities have been constructed in accordance with the Governing Regulations and Completed, and all outstanding "punch list" items have been resolved. Upon any such conveyance and acceptance, the City agrees to operate and maintain such improvements and facilities to provide service to the Land in accordance with this Agreement. Conveyance will not affect the Developer's right to reimbursement from the District for the cost of any facilities or capacity in facilities constructed or financed by the Developer. 11.07 Wastewater Service to Third Parties. Developer and District are prohibited from providing wastewater service to any third parties or to any land other than the Land, and from obtaining wastewater service from any entity other than the City. The City agrees to provide wastewater service for the Project on the Land under the terms and conditions of this Agreement. The City further agrees that, upon the payment of the City's Wastewater Impact Fees as required by this Agreement, the City will guarantee service from the City's wastewater utility system for the portion of the Land for which impact fees have been paid in accordance with this Agreement. 11.08 Wastewater Impact Fees. Developer agrees that the City's wastewater Impact Fees shall be assessed and collected at the time that every final plat for all or a portion of the Land is approved by the City for recording in the Official Public Records of Williamson County, and the amount of the fee shall be the amount in effect at the time of final platting under the applicable City ordinance for the impact fee service area that includes the Land or portion of the Land being platted. 11.09 Inspections and Inspection Fees. As the retail wastewater service provider to customers within the District, the City will inspect the Major Wastewater Line and every other Wastewater Facility, and will issue a customer service inspection certificate for each connection when all such inspections are satisfactorily completed. The Parties agree that in addition to other fees assessed by the City for such inspections, an additional fee of $50.00 per trip will be assessed for each inspection the City conducts, and the trip fee will be collected from the contractor/homebuilder or utility customer as a condition of satisfactory completion of the inspection. The City will retain copies of all inspection Consent Agreement Williamson County Municipal Utility District No. _ Page 58 of 78 reports in accordance with its record -keeping policies, and provide them to the District on request. 11.10 Construction of Wastewater -Related Internal Piping Prior to Acquiring Major Wastewater Line Off -Site Easements. (a). Subject to the limitations set forth in Section 11.10(b), at its sole risk, Developer may submit construction plans to the City for wastewater -related Internal Piping and commence construction of wastewater -related Internal Piping per any such final Approved Plans prior to acquiring the Major Wastewater Line Off -Site Segment Easements. (b). Notwithstanding the generality of Section 11.10(a) or any provision in the Governing Regulations, and for clarity, before the time that the Major Wastewater Line, Wet Well, and Lift Station are all Completed and the Major Wastewater Line Easements and Lift Station Deed have been recorded: (i) Developer may not post fiscal security in lieu of constructing the Major Wastewater Line, Wet Well, or Lift Station in order to receive City approval of a final plat for any portion of the Land; and (ii) the City will not approve any final plats for all or any portion of the Land; and (iii) the City will not accept any wastewater -related Internal Piping for ownership, operation or maintenance; and (iv) all Vertical Development is on the Land prohibited. (c). Nothing in Section 11.10 shall operate to limit or waive any other requirements in the Governing Regulations required for final plat approval, but is only intended to accommodate, on a limited basis, Developer's request to start construction of wastewater -related Internal Piping prior to the time that all Major Wastewater Line Off - Site Segment Easements are acquired in Approved Form. ARTICLE 12. WATER SERVICE 12.01 Major Water Line Construction Schedule. (a). Completion of the Major Water Line On -Site Segment. If allowed by the UDC, Developer may Complete the Major Water Line On -Site Segment in sections or phases as the portions of the Land containing only Lots other than the Triggered Lots Consent Agreement Williamson County Municipal Utility District No. _ Page 59 of 78 (but not for any portions of the Land containing a Triggered Lot), provided however, that Developer must Complete, or cause Completion to occur, of the Major Water Line On - Site Segment before the Trigger Date. For clarity, this means that Developer shall not be allowed to post a bond, letter of credit, or other form of fiscal guarantee to secure its obligations to Complete the Major Water Line On -Site Segment or obtain final plat approval of any final plat containing the non -Triggered Lots, but must Complete, or cause Completion to occur, of the Major Water Line On -Site Segment when required by the UDC to serve non -Triggered Lots, but in no event later than the Trigger Date. (b). Completion of the Major Water Line Off -Site Segment. (i) Developer must Complete, or cause Completion to occur, of the Major Water Line Off -Site Segment - in its entirety - before the Trigger Date. For clarity, this means that the Developer shall not be allowed to post a bond, letter of credit, or other form of fiscal guarantee to secure its obligations to acquire the Major Water Line Off -Site Segment Easement and Complete the Major Water Line Off -Site Segment in order to obtain approval of any final plat containing the Triggered Lots, but must Complete, or cause Completion to occur, of the Major Water Line Off - Site Segment before the Trigger Date. (ii) Developer acknowledges and agrees that the City will withhold approval of any final plat containing the Triggered Lots until the both the Major Water Line On -Site Segment and Major Water Line Off -Site Segment have been Completed, and the Major Water Line Easements are in Approved Form and have been recorded in the Official Public Records of Williamson County, Texas. (c). Nothing in Section 12.02 changes or alters the requirements of Section 12.01. 12.02 Possible City Assistance with Acquisition of Major Water Line Off -Site Segment Easement During Interim Period (a). Applicability. Section 12.02 shall apply only during the Interim Period. (b). Acquisition Documentation and Payment of Costs. During the Interim Period, Developer may request the City's assistance in acquiring the Major Water Line Off -Site Segment Easement, at no cost to the City, by submitting the Acquisition Documentation to the City. If the Acquisition Documentation received from Developer is satisfactory to the City, the City shall provide to the Developer a preliminary written Consent Agreement Williamson County Municipal Utility District No. _ Page 60 of 78 estimate of projected costs and expenses for the City to use its powers of eminent domain to acquire the Major Water Line Off -Site Segment Easement. Developer shall provide payment to the City of the full of the amount of the written estimate within thirty (30) days after receipt of the written estimate. It is the intent and understanding of the Parties that Developer shall pay all costs and expenses incurred by the City relating to the acquisition of the Major Water Line Off -Site Segment Easement, including, without limitation, costs of negotiating easements with landowners, preparation of easement instruments and surveys, payment of a negotiated or ordered sum for purchase of the easement rights, and all other purchase or condemnation costs incurred by the City, including any litigation related thereto (including legal fees, witness costs, and court costs). In the event that the actual costs of easement acquisition costs exceed the original cost estimate, Developer shall provide payment of the additional amount within fifteen (15) days of receipt of a written request for payment from the City. In the event that the actual costs of easement acquisition are less than the amounts tendered to the City, the City shall promptly refund the excess amount to Developer after all easements are recorded for the Major Water Line Off -Site Segment Easement. (c). Effect of this Section. Developer and District acknowledge and agree that the City will not authorize its employees, representatives, agents or consultants to commence any efforts to acquire the Major Water Line Off -Site Segment Easement until the foregoing conditions in Section 12.02(b) are met. Failure by Developer or District to satisfy the conditions set forth in Section 12.02 or to timely pay any invoice in full shall constitute a material breach of this Agreement. After the expiration of the Interim Period any eminent domain actions necessary to acquire the Major Water Line Off -Site Segment Easement will be the responsibility of the District. 12.03 Completion Required. Developer shall Complete, or cause Completion to occur, of the Major Water Line and every other Water Facility in accordance with the Governing Regulations. 12.04 Conveyance to the City; Ownership, Operation and Maintenance. Upon Completion of the Major Water Line and each Water Facility, the Developer will promptly convey those improvements and facilities to the City by instruments in Approved Form and at no cost to the City, subject to the City's obligation to provide service to the Land as provided in this Agreement and to the Developer's right to reimbursement from the District in accordance with TCEQ rules. The Developer will also assign all contract rights, warranties, guarantees, assurances of performance, and bonds related to the improvements and facilities conveyed to the City, at no cost to the City and on forms approved by the City. The City agrees that its acceptance of improvements and facilities and the related assignments will not be unreasonably withheld, conditioned, or Consent Agreement Williamson County Municipal Utility District No. _ Page 61 of 78 delayed as long as the improvements and facilities have been constructed in accordance with the Governing Regulations and Completed, and all outstanding "punch list" items have been resolved. Upon any such conveyance and acceptance, the City agrees to operate and maintain such improvements and facilities to provide service to the Land in accordance with this Agreement. Conveyance will not affect the Developer's right to reimbursement from the District for the cost of any facilities or capacity in facilities constructed or financed by the Developer. 12.05 Water Service to Third Parties. Developer and District are prohibited from providing water service to any third parties or to any land other than the Land, and from obtaining water service from any entity other than the City. The City agrees to provide water service for the Project on the Land under the terms and conditions of this Agreement. The City further agrees that, upon the payment of the City's Water Impact Fees as required by this Agreement, the City will guarantee service from the City's water utility system for the portion of the Land for which impact fees have been paid in accordance with this Agreement. 12.06 Water Impact Fees. Developer agrees that the City's water Impact Fees shall be assessed and collected at the time that every final plat for all or a portion of the Land is approved by the City for recording in the Official Public Records of Williamson County, and the amount of the fee shall be the amount in effect at the time of final platting under the applicable City ordinance for the impact fee service area that includes the Land or portion of the Land being platted. 12.07 District Water Conservation Rules. Within one hundred eighty (180) days after its first organizational meeting, the District Board shall adopt rules that are at least as stringent as the provisions in the City's water conservation plan, drought contingency plan, and water conservation -related ordinances and drought contingency -related ordinances, including enforcement procedures, and update those rules and procedures as needed so that they are at all times at least as stringent as the City's requirements at all times. 12.08 Inspections and Inspection Fees. As the certificated retail water service provider to customers within the District, the City will inspect the Major Water Line and every other Water Facility, and will issue a customer service inspection certificate for each connection when all such inspections are satisfactorily completed. The Parties agree that in addition to other fees assessed by the City for such inspections, an additional fee of $50.00 per trip will be assessed for each inspection the City conducts, and the trip fee will be collected from the contractor/homebuilder or utility customer as a condition of satisfactory completion of the inspection. The City will retain copies of all inspection Consent Agreement Williamson County Municipal Utility District No. _ Page 62 of 78 reports in accordance with its record -keeping policies, and provide them to the District on request. 12.09 Construction of Water -Related Internal Piping on Triggered Lots Prior to Acquiring Major Water Line Off -Site Easements and Completing the Major Water Line Off -Site Segment. (a). Subject to the limitations set forth in Section 12.09(b), at its sole risk, Developer may submit construction plans to the City for water -related Internal Piping for the Triggered Lots and commence construction of such water -related Internal Piping per any such final Approved Plans prior to acquiring the Major Water Line Off -Site Segment Easements and to Completing the Off -Site Major Water Line. (b). Notwithstanding the generality of Section 12.09(a) or any provision in the Governing Regulations, and for clarity, before the time that the Major Water Line Off -Site Segment Easements have been acquired and the Major Water Line Off -Site Segment is Completed, the following provisions apply: (iii) Developer may not post fiscal security in lieu of acquiring the Major Water Line Off -Site Segment Easements in order to receive the City's approval of any final plat containing any of the Triggered Lots. (iv) Developer may not post fiscal security in lieu of constructing the Major Water Line Off Site Segment in order to receive the City's approval of any final plat containing any of the Triggered Lots; and (v) the City will not approve any application for a final plat containing any of the Triggered Lots before the Major Water Line Off -Site Segment is Completed; and (vi) the City will not accept any water -related Internal Piping related to the Triggered Lots for ownership, operation or maintenance; and (vii) all Vertical Development on the Triggered Lots is prohibited. (c). Nothing in this Section shall operate to limit or waive any other requirements in the Governing Regulations required for final plat approval, but is only intended to accommodate, on a limited basis, Developer's request to start construction of water -related Internal Piping related to the Triggered Lots prior to the time that the Major Water Line Off -Site Segment Easements are acquired in Approved Form and the Major Water Line is Completed. Consent Agreement Williamson County Municipal Utility District No. _ Page 63 of 78 ARTICLE 13.CONVEYANCES 13.01 Major Wastewater Line Easement. Developer or the District shall, at no cost to the City, obtain the Major Wastewater Line Easement, the Access Easements for the same, and temporary construction easements necessary for the construction of same. The Major Wastewater Line Easement shall be (x) sized per the requirements of this Agreement; (y) be at the correct elevation to connect with the City's existing wastewater line located due east of FM 2238; and (z) be located generally where shown on the Conceptual Wastewater Plan attached as Exhibit E. The temporary construction and Access Easements shall be in widths and locations reasonably acceptable to the City. 13.02 Wastewater Facilities Easements. Developer or the District shall, at no cost to the City, obtain the Wastewater Facilities Easements, the Access Easements for the Wastewater Facilities Easements, and temporary construction easements necessary for the construction of the Wastewater Facilities. All Wastewater Facilities Easements shall be (x) sized per the requirements of this Agreement; and (y) be located generally where shown on the Conceptual Wastewater Plan. The temporary construction and Access Easements (if any) shall be in widths and locations acceptable to the City. 13.03 Lift Station Site Deed. Developer or the District shall, at no cost to the City, obtain the Lift Station Site, the Access Easements for the Lift Station Site, and temporary construction easements necessary for the construction of the Lift Station (including the Wet Well). The Lift Station Site shall be located generally where shown on the Conceptual Wastewater Plan. The temporary construction and Access Easements shall be in widths and locations acceptable to the City, and must be improved with a roadway meeting the specifications in the Approved Form for Access Easements. No construction plans for the Lift Station (including the Wet Well), shall be approved by the City until the Lift Station Site and all Access Easements for the Lift Station Site have been granted to the City. 13.04 Major Water Line Easement. Developer or the District shall, at no cost to the City, obtain the Major Water Line Easement, the Access Easements for the same, and temporary construction easements necessary for the construction of same. The Major Water Line Easement shall be (x) sized per the requirements of this Agreement; (y) be at the correct elevation to connect with the City's existing water lines along FM 3405 and Ronald Reagan Blvd.; and (z) be located generally where shown on the Conceptual Water Plan attached as Exhibit E. The temporary construction and Access Easements shall be in widths and locations reasonably acceptable to the City. 13.05 Water Facilities Easements. Developer or the District shall, at no cost to the City, obtain the Water Facilities Easements, the Access Easements for the Water Consent Agreement Williamson County Municipal Utility District No. _ Page 64 of 78 Facilities Easements, and temporary construction easements necessary for the construction of the Water Facilities. All Water Facilities Easements shall be (x) sized per the requirements of this Agreement; and (y) be located generally where shown on the Conceptual Water Plan. The temporary construction and Access Easements (if any) shall be in widths and locations acceptable to the City. No construction plans for a Water Facility shall be approved by the City unless and until the applicable Water Facility Easement and related Access Easement (if any) have been acquired in Approved Form. 13.06 Other Conveyances. For any easements located, or to be located, wholly within the boundaries of the Land, all such easements shall be conveyed to the Governmental Authority or HOA responsible for ownership and maintenance of the improvement to be placed therein prior to and as a condition of the City's approval of a final plat for any portion of the Land where such easements are located, or to be located, unless an earlier date is specified in this Agreement. For easements located, or to be located, outside or partially outside the boundaries of the Land (including, for example, the Major Wastewater Line Off -Site Segment Easement, the Major Water Line Off -Site Segment Easement, and the Primary Road Off -Site Segment ROW), shall be conveyed to the Governmental Authority, District, or the HOA, depending on which of them is responsible under this Agreement for ownership and maintenance of the improvement to be placed therein, prior approval of construction plans for same, unless an earlier date is specified in this Agreement. 13.07 Dedication Documentation. At least sixty (60) days prior to the deadline for conveying a City Utility Easement or the Lift Station Site to the City, the Developer will provide, or cause to be provided, the applicable Dedication Documentation to the City. All conveyances to the City must be in the applicable Approved Form, as confirmed by the City Attorney as evidenced by the City Attorney's signature on the recordable instrument. The City is not required to accept conveyances that are not on the appropriate Approved Form or assignments of private easements. 13.08 Encumbrances and Liens. If the Dedication Documentation includes an ownership and lien affidavit and the affidavit shows a lien or other monetary encumbrance which affects and encumbers all or any portion of the area within the applicable City Utility Easement or the Lift Station Site, the Developer shall cause the holder of such lien or encumbrance to subordinate such lien or other monetary encumbrance to the applicable easement or Lift Station Site as per the applicable Approved Form. 13.09 Costs. The costs incurred to convey easements, and to grant Licenses to Encroach (defined in Section 13.12) (including costs of acquisition, recording, and preparation of the Dedication Documentation and costs of issuing title policies required Consent Agreement Williamson County Municipal Utility District No. _ Page 65 of 78 by this Agreement) are the responsibility of the Developer, but are reimbursable by the District. 13.10 Title Policies. If the Dedication Documentation includes a title commitment, the Developer will provide title insurance for the applicable easement or Lift Station Site, as appropriate, using the values stated in the definition of Dedication Documentation and will cause the subordination of any liens or monetary encumbrances reflected on the commitment before the easement is granted to the City. Only the standard pre-printed exceptions will be reflected on a title policy. 13.11 Access Easements. If no public road exists providing access to the Lift Station Site, Major Wastewater Line Easement, Major Water Line Easement, or easements for any other Wastewater Facility or Water Facility, when the applicable easement or deed, as applicable, is granted, the Developer shall grant, or cause to be granted, an Access Easement, in a location and of a size determined by the City during the City's review and approval of construction plans and final plats, sufficient to allow the City and its authorized agents to access the applicable improvement via an Access Road until such time as a public road providing such access is Complete. Each Access Easement will terminate as each portion thereof is included within an easement or right of way shown on a recorded plat. 13.12 Licenses to Encroach. The Developer may request authorization under City Code of Ordinances Section 12.08 or 12.09, or Section 3.21 of the UDC (as applicable) (each, for purposes of this Agreement, a "License to Encroach") to allow perpendicular crossings of the Major Water Line Easement, Major Wastewater Line Easement, an Access Easement, or a Wastewater Utility Easement. Each License to Encroach will be in Approved Form. ARTICLE 14.TERM, ASSIGNMENT; REMEDIES 14.01 Term. (a) This Agreement shall be effective from the Effective Date and shall continue in effect until the earlier of (i) the date when the District is annexed and dissolved, pursuant to the terms hereof, and its obligations are fully assumed by the City, at the City's sole election, or (ii) the date this Agreement is terminated as otherwise provided herein or allowed by law, or (iii) the date this Agreement is terminated in writing by mutual agreement of the City, the Developer and the District; provided, however, the consent of the Developer shall not be required for termination of this Agreement after the Developer has been reimbursed by the District for all eligible costs and expenses. Consent Agreement Williamson County Municipal Utility District No. Page 66 of 78 14.02 Agreement to Run with the Land. Subject to Section 14.03, the terms of this Agreement will run with the Land, and will be binding upon the Developer, District and their respective permitted assigns, and shall survive judicial or non- judicial foreclosure. 14.03 Assignment. (a). By the City. The City may only assign this Agreement with the written consent of the District and of the Developer, provided however, that the consent of the Developer is not needed if the Developer does not own developable portions of the Land at the time of the assignment. (b). By the District. The District may only assign this Agreement with the written consent of the City and Developer. (c). By Developer. Developer may assign this Agreement as provided in this Section 14.03(c), and not otherwise. (i) Developer may assign this Agreement, in whole, to the Authorized Assignee at any time and without prior approval of the City Council of the City of Georgetown provided that as to any such assignment all of the following conditions are satisfied: (1) the Authorized Assignee must acquire ownership of all of the Land; (2) the Authorized Assignee expressly assumes in the assignment all obligations of Developer under this Agreement and expressly agrees in the assignment to observe, perform, and be bound by this Agreement; (3) the Developer is then in compliance with all terms and conditions of this Agreement and the Related Agreements; and (4) a copy of the executed assignment and assumption agreements are provided to the City within fifteen (15) days after its full execution. (ii) Developer may also assign this Agreement, in whole or in part, and including any obligation, right, title or interest of the Developer under this Agreement: (x) to the District; or (z) to a third party (an "Assignee"), provided that as to any such assignment the following conditions are first satisfied: (1) the City Council has given its written consent to a written assignment and assumption agreement describing the rights and obligations of the Developer and the District or proposed Assignee; (2) if to an Assignee who is not the District, the proposed Assignee either is a successor owner of all or any part of the Land or is a Consent Agreement Williamson County Municipal Utility District No. _ Page 67 of 78 Lender to a successor owner of all or any part of the Land; (3) if to an Assignee who is not the District, the proposed Assignee has a contractual right to be reimbursed for water, sewer, road or drainage improvements from Bonds (or has a lien or other security interest in such reimbursements); (4) the assignment is in writing executed by the Developer, the District or proposed Assignee, and consented to in writing by the City Council, which consent will not be unreasonably withheld; (5) the District or proposed Assignee expressly assumes in the assignment all assigned obligations and expressly agrees in the assignment to observe, perform, and be bound by this Agreement to the extent this Agreement relates to the obligations, rights, titles, or interests assigned; (6) the Developer is then in compliance with all terms and conditions of this Agreement and the Related Agreements; and (7) a copy of the executed assignment and assumption agreements are provided to all Parties within fifteen (15) days after its full execution. Provided all of the foregoing conditions are satisfied, from and after the date an assignment is executed by the Developer and the District or Assignee, the City agrees to look solely to the District or Assignee for the performance of all obligations assigned to the District or Assignee and agrees that the Developer shall be released from performing the assigned obligations and from any liability that results from the District's or Assignee's failure to perform the assigned obligations. No assignment by the Developer shall release the Developer from any liability that resulted from an act or omission by the Developer that occurred prior to the effective date of the assignment. (iii) Written Records. The Developer shall maintain written records of all assignments made by it (including, for each Assignee, the notice information required by this Agreement and a copy of each executed assignment) and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. (iv) To an HOA. The Developer may only assign all or part of its rights or Consent Agreement Williamson County Municipal Utility District No. _ Page 68 of 78 delegate all or part of its maintenance obligations relating to the HOA Areas/Improvements to an HOA, on demonstrating to the City's reasonable satisfaction that the HOA has sufficient funds, and ongoing funding mechanisms, to perform the delegated obligations. Developer may not assign its maintenance obligations relating to the HOA Areas/improvements to the District. (v) Assignment of Reimbursement Rights. All assignments by Developer to an Assignee relating to developable portions of Land in the District are subject to the assignment by the Developer and Assignee of their reimbursement rights for Bonds issued in the District to pay the Master Development Fee. (d). Effect of Foreclosure. It is specifically intended that this Agreement, and all terms, conditions and covenants herein, shall survive a transfer, conveyance, or assignment occasioned by the exercise of foreclosure of lien rights by a Lender or creditor or a Party, whether judicial or non -judicial. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assignees. (e). Effect on End Buyers. This Agreement is not binding on and does not create any encumbrance to title as to, any End Buyer except each End Buyer must comply, at a minimum, with the Land Development Standards. (f). Attempted Assignments Void. Any assignment or attempted assignment by a Party that is not in conformance with Article 14 of this Agreement is void and shall have no force or effect. 14.04 Default and Remedies. In the event of default by any Party (a "Defaulting Party"), any non -defaulting Party shall give the Defaulting Party written notice specifying the default (a "Default Notice"). If the Defaulting Party fails to fully cure any default that can be cured by the payment of money ("Monetary Default") within thirty (30) days of the date of the Default Notice, or fails to commence the cure of any default specified in the Default Notice that is not a Monetary Default within thirty (30) days of the date of the Default Notice and complete such cure within ninety (90) days of the date of the Default Notice (or such longer period the non -Defaulting Parties may mutually agree in writing is reasonable), then the other Party(ies) shall be entitled to a proper writ issued by a court of competent jurisdiction compelling and requiring the Defaulting Party to observe and perform the covenants, obligations and conditions described in this Agreement and/or seek any relief available at law or in equity; provided, however, damages, if any, to which any complying Party may be entitled shall be limited to actual damages and shall not include special or consequential damages. In addition, if Consent Agreement Williamson County Municipal Utility District No. _ Page 69 of 78 Developer is the Defaulting Party, (i) the City shall not be obligated to accept, review, or approve any Development applications related to the Land until the Developer has cured the default; (ii) the District may not pay proceeds from Bonds to the Developer until the Developer has cured the default but instead such District shall retain all such proceeds payable to the Developer pending cure(the District can issue Bonds and pay the proceeds from the Bonds to the City as an installment of the Master Development Fee without regard to the default); (iii) the City shall have all rights to enjoin the payment of Bond proceeds to the Developer until the default or breach is cured, and (iv) the Developer shall not enter into any agreements with the District or seek reimbursement from the District for any expenses incurred in connection with the District or the Development of the Land until the default or breach has been cured. 14.05 Cooperation. (a). The Parties agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder. (b). The Developer covenants to cause the District to approve, execute, and deliver to the City a signed copy of this Agreement in the timeframe specified in Section 2.04 of this Agreement. (c). In the event of any third -Party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, the Parties agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. ARTICLE 15.MISCELLANEOUS PROVISIONS 15.01 Authority. This Agreement is entered into under the statutory authority of Section 54.016 of the Texas Water Code and Sections 42.042 and 212.172 of the Texas Local Government Code. 15.02 Filings. The Parties agree that, for the purposes of Chapter 212 of the Texas Local Government Code, a plan or plat for all or any part of the Land is deemed to be filed when the application for said plat or plan includes all information required by, and is in compliance with, the Governing Regulations. No Development -related application will be accepted by the City if a material event of default exists with regard to this Agreement or a Related Agreement as of the filing date of such application. 15.03 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt Consent Agreement Williamson County Municipal Utility District No. _ Page 70 of 78 requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing it with Federal Express or another delivery service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; or (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement. Notice by United States mail will be effective on the earlier of the date of receipt or three (3) days after the date of mailing. Notice given in any other manner will be effective when received. For purposes of notice, the addresses of the parties, until changed as provided below, will be as follows: City: City of Georgetown, City Manager 808 Martin Luther King Jr. St. Georgetown, Texas 78626 Attn: City Manager With a copy to: City of Georgetown, City Attorney 809 Martin Luther King, Jr. St. Georgetown, Texas 78626 Attn: City Attorney Developer: HK Ragsdale, LLC Attn: Paul Kuo 24211 Cafe Hill San Antonio, Texas 78260 With a copy to: Anthony S. Corbett McLean & Howard Law 4301 Bull Creek Road, Suite 150 Austin, Texas 78731 District: Williamson County Municipal Utility District No. c% Anthony S. Corbett McLean & Howard Law 4301 Bull Creek Road, Suite 150 Austin, Texas 78731 The Parties may change their respective addresses to any other address within the United States of America by giving at least five (5) days' written notice to the other party. Consent Agreement Williamson County Municipal Utility District No. _ Page 71 of 78 The Developer and the District may, by giving at least five (5) days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. 15.04 Severability; Waiver. (a). If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the Parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that a provision be added to this Agreement by agreement of the Parties that is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. (b). Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement shall not be deemed a waiver thereof or of any other provision, and such party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. 15.05 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement are governed by the laws of the State of Texas. Venue shall be in a court of appropriate jurisdiction in Williamson County, Texas. 15.06 Entire Agreement. This Agreement (including the Exhibits to this Agreement) and the Related Agreements, collectively contain the entire agreement of the Parties. Save and except the Related Agreements or promises, oral or written, between the Parties regarding the subject matter of those agreements. To the extent of any conflict between a Related Agreement and this Agreement, the terms of this Agreement shall control concerning the subject matters addressed in this Agreement, except where the Parties have specifically agreed in this Agreement that a Related Agreement shall control in the event of a conflict. 15.07 Amendments. (a). Except as provided in Section 15.07(b), before the Developer or its Assignee has received all developer reimbursements from the District and/or while the Developer or Assignee owns any developable part of the Land, this Agreement (a) may be amended as to all of the Land at any time by mutual written agreement of the City and Developer and the District (but only after the District Creation Order has been issued by the TCEQ), or (b) may be terminated or amended as to a portion of the Land by mutual written agreement of the City and the Developer (or their respective successors and/or permitted assigns), and the District. Notwithstanding the preceding sentence, at such time as the Developer and any Assignee has received all developer reimbursements from the District Consent Agreement Williamson County Municipal Utility District No. _ Page 72 of 78 and/or no longer owns any developable portion of the Land, this Agreement may be amended by mutual written agreement of the District and the City, and the Developer's joinder will not be required. (b). In the event Developer sells any portion of the Land, Developer may, but is not required to, assign to such purchaser the right to amend this Agreement without Developer's consent as to such purchased property, provided that any such assignment remains subject to the terms and conditions of Section 14.03. (c). Developer may assign to the District its rights to approve amendments and such assignment is not subject to the requirements of Section 14.03(c)-(d). (d). The consent of End Buyers to modifications of this Agreement is not required. 15.08 Exhibits, Headings, Construction and Counterparts. All Exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice -versa. The Parties acknowledge that each of them have been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement or any Exhibits hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall together constitute the same instrument. This Agreement shall become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the Parties. 15.09 Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday or legal holiday. 15.10 Notice to End Buyer. The District shall fully comply with the notice requirements of Sections 49.452 and 49.453 of the Texas Water Code. At the time each prospective End Buyer contracts for the purchase of a lot or a home in a District, and at the time each End Buyer closes on the purchase of a lot or a home in a District, the Developer shall give or cause to be given to the End Buyer the disclosure notices required by Section 49.452 of the Texas Water Code. Consent Agreement Williamson County Municipal Utility District No. _ Page 73 of 78 15.11 Exhibits. The following Exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A Land (metes and bounds and surveyor's sketch) Exhibit B Conceptual HOA Walls and Fencing Plan Exhibit C Conceptual Parks and Open Space Plan Exhibit D Conceptual Transportation Plan Exhibit D-1 Primary Road On -Site Segment Cross Section Exhibit D-2 Primary Road Off -Site Segment Cross Section Exhibit E Conceptual Wastewater Plan Exhibit F Conceptual Water Plan Exhibit G District Financing Plan Exhibit H HOA Walls and Fencing Standards Exhibit I Land Development Standards Exhibit J Land Development Standards Checklists Exhibit K Land Plan Exhibit L MDF Exhibit M Partial Assignment of Receivables Exhibit N Post Annexation Surcharge Exhibit O Notice of Future Annexation Exhibit P Maintenance Agreement for HOA Areas/Improvements Exhibit Q Traffic Intersection Fiscal Security Exhibit R Public Parkland Improvements (list) Exhibit S Overall Phasing Plan Exhibit T Strategic Partnership Agreement 15.12 Recordation. This Agreement shall be recorded in the Official Public Records of Williamson County at Developer's expense. Developer shall obtain and record subordination agreements for any Lender liens or security interests that are prior to the time of recordation of this Agreement. 15.13 Certifications. Developer hereby certifies: (a) Pursuant to Texas Government Code Chapter 2271, as amended, each verifies that at the time of execution and delivery of this Agreement and for the Term of this Agreement, neither Developer, its parent companies, nor its common -control affiliates currently boycott or will boycott Israel. The term "boycott Israel" as used in this paragraph has the meaning assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code, as amended. Consent Agreement Williamson County Municipal Utility District No. _ Page 74 of 78 (b) Pursuant to Texas Government Code, Chapter 2252, as amended, Developer represents and verifies that at the time of execution and delivery of this Agreement and for the term of this Agreement, neither it, its parent companies, nor its common -control affiliates (i) engage in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. (c) Pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 13, 87'h Texas Legislature, Regular Session), Developer certifies that it is not a Company that boycotts energy companies and agrees it will not boycott energy companies during the term of this Agreement. The terms "boycotts energy companies" and "boycott energy companies" have the meaning assigned to the term "boycott energy company" in Section 809,001, Texas Government Code. For purposes of this paragraph, "Company" means a for -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited partnership, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not include a sole proprietorship. (d) Pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 19, 871h Texas Legislature, Regular Session, "SB 19"), Developer certifies that it is not a Company that has a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and agrees it will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The terms "discriminates against a firearm entity or firearm trade association" and "discriminate against a firearm entity or firearm trade association" have the meaning assigned to the term "discriminate against a firearm entity or firearm trade association" in Section 2274.001(3), Texas Government Code (as added by SB 19). For purposes of this paragraph, "Company" means a for -profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited partnership, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not mean a sole proprietorship. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. SIGNATURE PAGES AND ACKNOWLEDGEMENTS FOLLOW.] Consent Agreement Williamson County Municipal Utility District No. _ Page 75 of 78 IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement on the dates indicated below. CITY: CITY OF G F.0 RG Fl O W N, TEXAS 13v: Josh SCI WC([cr, Nllayor ATTEST: / By::Z0&"4&A2]� I Robyn Densmore, -City APPROVED AS TO FORM: By: -a - — — Skye Ma on, Ci Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON g This instrument was acknowledged before me the day of 20W by Josh Schroeder, Mayor of the City of , Georgetow Texas, a home -rule city, on behalf of the City. (seal) ,11118,,,, y^o KAREN FROST Notary Public, Stato of Texa$ .."Pc Comm. Expires 05-24-2028 mica Notary ID 10636084 Consent Agreement Williamson County Municipal Utility District No. _ Notary Public, State of Texas Page 76 of 78 DEVELOPER: HK Ragsdale, LLC a Texas 11?011 mpa y " By: Name: .fA1X&, Its: M4-4E1f-it— STATE OF TEXAS § COUNTY 0, �' § This instrument was acknowledged before me the 4 1d day of M c _ , 202.4 by (au I kU D , MWQ A _- of HK Ragsdale, 11C, a Texas limited liability company, on behalf of such company. (seal) 10010004, YVONNE MARIE PORTILLO ♦fy ?a�; ;F :Notary Public, State of Texas Comm, Expires 07-27-2025 %.,,;„„��♦ Notary ID 133235417 Consent Agreement Williamson County Municipal Utility District No. _ 1 .ir11 .t 0 Pxm Nol Public,C,4LIR Page 77 of 78 DISTRICT: WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. By: Printed Name: Title: Board President ATTEST: Name: Title: Board Secretary STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 20_, by of Williamson County Municipal Utility District No. a special district formed , and operating under Chapters 49 and 54 of the Texas Water Code. (seal) Notary Public, State of Consent Agreement Williamson County Municipal Utility District No. _ Page 78 of 78 Exhibit A e • 1 J E � n \0 .1, K i � E L '•t'.r o i •1 � � i pp� i 'I �q.• 1 t,.vp�p1N 68 O ' f c t t` s 4x • ~ - r LAND TITLE SURVEY C 5 i Exhibit A ' - 6 } Q 1 ,� M WM. YOf\M\MLNWI...M'r �•.. �•i�t\.+w\•wW.�.,•WW.rAN11N.M•.Yt Page I 1� .. A r ,�. ♦�VIJw ��al.r ^Kw»v,•µ :�yi .. � ... ... "rY\Mlw. ,1Mt\.'w w•ww.wl[w1\n..M:.r... � i LEGAL DESCRIPTION 335.84 ACRES OF LAND 335.84 ACRES OF LAND OUT OF THE THEOPHILUS W. MEDCALF SURVEY, ABSTRACT 412, WILLIAMSON COUNTY, TEXAS, AND BEING OUT OF THAT CALLED 200.00 ACRE TRACT CONVEYED TO RAGSDALE RANCH AND DESCRIBED IN DOCUMENT 2009080791, ALL OF THAT CALLED 38.034 ACRE TRACT CONVEYED TO RAGSDALE RANCH AND DESCRIBED IN DOCUMENT 2009080794, OUT OFTHAT CALLED 90.13 ACRETRACT CONVEYED TO RAGSDALE RANCH AND DESCRIBED IN DOCUMENT 2009080792, AND OUT OF THAT CALLED 45,00 ACRE TRACT CONVEYED TO RAGSDALE RANCH AND DESCRIBED IN DOCUMENT 2009080793, ALL DOCUMENTS BEING OUT OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 335.84 ACRES OF LAND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING, ATA FOUND MAG NAIL IN A CEDAR FENCE POST ON THE NORTH RIGHT-OF-WAY LINE OF FM 3405, THE WEST LINE OF SAID 200.00 ACRE TRACT AND THE SOUTHEAST CORNER OF THE BELTORRE SUBDIVISION RECORDED IN CABINET FF, PAGES 94-99 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS, THE SOUTH CORNER OFTHE HEREIN DESCRIBED TRACT; THENCE, N 22°00'29" W, DEPARTING SAID NORTH RIGHT-OF-WAY LINE OF FM 3405, WITH THE COMMON LINE OF SAID BELTORRE SUBDIVISION AND SAID 200.00 ACRE TRACT, A DISTANCE OF 2.195.21 FEET TO A FOUND IRON ROD WITH CAP MARKED "SENDERO", THE NORTH CORNER OF SAID BELTORRE SUBDIVISION, ON THE WEST LINE OF SAID 200.00 ACRE TRACT, AND THE EAST CORNER OF SAID 38,034 ACRE TRACT; THENCE, S 69°05'13" W, WITH THE COMMON LINE OF SAID BELTORRE SUBDIVISION AND SAID 38.034 ACRE TRACT, A DISTANCE OF 758,17 FEET TO A FOUND IRON ROD WITH CAP MARKED "RPLS 1847", THE SOUTH CORNER OF SAID 38,034 ACRE TRACT AND THE EAST CORNER OF A 29.986 ACRE TRACT RECORDED IN DOCUMENT 2020021503 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; THENCE, N 22-01'40" W, WITH THE COMMON LINES OF SAID 38.034 ACRE TRACT, SAID 29.986 ACRE TRACT AND A 37.68 ACRE TRACT RECORDED IN DOCUMENT 2000085561 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, A DISTANCE OF 2,185.95 FEET TO A FOUND 1/2" IRON ROD, THE WEST CORNER OF SAID 38,034 ACRE TRACT, THE NORTH CORNER OF SAID 37.68 ACRE TRACT, AND ON THE SOUTH LINE OF THE THODATI 15.00 ACRE TRACT RECORDED IN DOCUMENT 2014100236 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, THE WEST CORNER OF THE HEREIN DESCRIBED TRACT; THENCE, N 67-55-12" E, WITH THE NORTH LINE OF SAID 38.034 ACRE TRACT, THE SOUTH LINE OF SAID THODATI 15.00 ACRE TRACT AND THE THODATI AND PULICHINTHALA 15.00 ACRE TRACT RECORDED IN DOCUMENT 2014100230 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, A DISTANCE OF 633.30 FEET TO A FOUND IRON ROD, THE EAST CORNER OF SAID THODATI AND PULICHINTHALA 15.00 ACRE TRACT, AND THE SOUTH CORNER OF A 15.01 ACRE TRACT RECORDED IN DOCUMENT 2021002212 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; THENCE, N 68°31'57" E, WITH THE NORTH LINES OF SAID 38.034 ACRE TRACT AND SAID 90,13 ACRE TRACT, THE SOUTH LINES OF SAID 15,01 ACRE TRACT AND A 47.80 ACRE TRACT RECORDED IN DOCUMENT 2019003602 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, A DISTANCE OF 1,069.35 FEETTO A FOUND 3/8" IRON ROD, AT A NORTH CORNER OF SAID 90.13 ACRE TRACT AND ON THE WEST LINE OF SAID 45.00 ACRE TRACT; THENCE, N 21°46'00" W, WITH THE WEST LINE OF SAID 45.00 ACRE TRACT AND THE EAST LINE OF SAID 47.80 ACRE TRACT, A DISTANCE OF 379.85 FEET TO A FOUND 5/8" IRON ROD, THE SOUTH CORNER OF AN 8.0 ACRE TRACT RECORDED IN VOLUME 664, PAGE 402 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS; Exhibit A C U D E ENGINEERS 4122 POND HILL ROAD STE 101 PHONE (21 0) 681 2951 SAN ANTONIO I AUSTIN SAN ANTONIO TEXAS 79231 CUDEENGINEERSCOM Page 2 TBPE NO 455 TEIPELS NO 10048500 A0389.000 33S.84 ACRES 2 / 2 THENCE, N 70°00'11" E, WITH THE NORTH LINE OF SAID 45.00 ACRE TRACT, THE SOUTH LINES OF SAID 8.0 ACRE TRACT, A 39.81 ACRE TRACT AND AN 18.00 ACRE TRACT RECORDED IN DOCUMENT 2020008514 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, A DISTANCE OF 1,764.62 FEET TO A SET 1/2" IRON ROD WITH "CUDE"CAP, THE NORTH CORNER OFTHE HEREIN DESCRIBED TRACT; THENCE, S 21°53'40" E, DEPARTING THE NORTH LINE OF SAID 45,00 ACRE TRACT AND THE SOUTH LINE OF SAID 18.00 ACRE TRACT, OVER AND ACROSS SAID 45.00 ACRE TRACT AND SAID 90.13 ACRE TRACT, AT A DISTANCE OF 1,306.40 FEET PASSING A FOUND 1/2" IRON ROD AT TH E INTERIOR CORNER OF SAID 90.13 ACRE TRACT, THE WEST CORNER OF THE QUICK 8.13 ACRE TRACT RECORDED IN DOCUMENT 2003017476 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, CONTINUING WITH THE EAST LINES OF SAID 90.13 ACRE TRACT AND SAID 200.00 ACRE TRACT, AND THE WEST LINES OF SAID QUICK 8.13 ACRE TRACT, A 8.07 ACRE TRACT RECORDED IN DOCUMENT 2019073942 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, THE GLASER 32.27 ACRE TRACT RECORDED IN DOCUMENT 2009089718 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, FOR A TOTAL DISTANCE OF 3,547.33 FEET TO A FOUND 1/2" IRON ROD, THE SOUTH CORNER OF SAID GLASER 32.27 ACRE TRACT, AND THE WEST CORNER OF THE GRONA 32.27 ACRE TRACT RECORDED IN DOCUMENT 2002081653 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; THENCE, WITH COMMON LINE OF SAID 200,00 ACRE TRACT AND SAID GRONA 32.27 ACRE TRACT, THE FOLLOWING BEARINGS AND DISTANCES: S 21-59-13" E, A DISTANCE OF 923.36 FEET TO A FOUND 3/8" IRON ROD; S 21-44-47" E, A DISTANCE OF 472.56 FEET TO A FOUND 1" IRON BAR, THE EAST CORNER OF SAID 200.00 ACRE TRACT AND THE EAST CORNER OF THE HEREIN DESCRIBED TRACT; S 76°22'31" W, A DISTANCE OF 64.87 FEET TO A FOUND ARMY CORP OF ENGINEERS DISC MONUMENT, THE NORTH CORNER OF A 10.02 ACRE TRACT RECORDED IN DOCUMENT 2008045143 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; THENCE, S 69°17'23" W, WITH THE SOUTH LINE OF SAID 200.00 ACRE TRACT AND THE NORTH LINE OF SAID 10.02 ACRE TRACT, A DISTANCE OF 1,964.28 FEET TO A SET 1/2" IRON ROD WITH "CUDE" CAP, THE WEST CORNER OF SAID 10.02 ACRE TRACT AND THE NORTH RIGHT-OF-WAY LINE OF SAID FM 3405; THENCE, S 83°23'48" W, WITH THE SOUTH LINE OF SAID 200.00 ACRE TRACT AND THE NORTH LINE OF SAID FM 3405, A DISTANCE OF 696.48 FEET TO A THE POINTOF BEGINNING AND CONTAINING 335.84 ACRES; BASIS OF BEARING ISTHE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE (4203), NAD 83 (2011), ALL DISTANCES SHOWN HEREON ARE GROUND DISTANCES USING A COMBINED SCALE FACTOR OF 1.00012. J YURI V. BALMACEDA WHEELOCK REGISTERED PROFESSIONAL LAND SURVEYOR NO.6815 CUDE ENGINEERS 4122 POND HILL ROAD, SUITE 101 SAN ANTONIO, TEXAS 78231 TBPELS FIRM NO. 10048500 TBPE FIRM NO.455 JOB NO. A0389.000 Exhibit A CUDE ENGINEERS SAN ANTONIO I AUSTIN 4122 POND HILL ROAD. STE 101 SAN ANTONIO, TEXAS 78231 OFr �\ ...•..................... YURI V, BALMACC-DA WHEELOCK ............. ............. G815 qa �NQ�s'u'a�Et� PHONE: (210)681-2951 CUDEENGINEERS.COM Page 3 TBPE NO 4SS TBPLS NO. 10048500 Fm Fti ortowl E RANCH I'IT B O m. ,NO FENCES . _Q N A✓ ; tog r ,Il oil ne a '' A # F n % NN It I IN '4 �/ Y rr a Z1 � � � I � - y� 11 •, } � Sl 10 + 11 "z3 \; oy�" ` ,♦\, oO , r.--i ♦...- A m 1; . ois i' xfZZi�'I�♦ ♦4♦•' mYnl \I oMl val Mn � -\, _ •'`,♦ 'I 1+, �n'�1s `, ,I �^' 11111 i lil �+11 i; i 'X' � `, '\, - j: ;- 11 ''\\ ; � . '�•. it �1� �' . I\ _ .:.A4.� _.T 1+ �'-I' 1, .l III '• +, rY\` +� ill` - \'I 1 \I � `ti'♦v!f'' � \1i,- +\\ { r- '-SIC f 1\ . : �-/ '" -'. •C s' 1•• 1 I`, '\\ ll \♦lam,/� '1 + Y 1} r I 1 j RAGSDALERANCN Exhibit D t _ m bit Conceptual Transportation Exhi6 / \ EU i o \\ \ � < w ` \ 2< \ Q LL ow/ } }\ � ) 2 o �0 \$/ § o LLJ w § �| 3 R LLI ) ` / . � \ . w w 7 amino , k J \ } - R z 7 -Jzzz> coIe=)o - z �:32<0m LL,CLa.2u< 2 2 / 2 Q w o \ � � + 0 § , k9 § . 5 2 � ! * . _ L ) | U } §, ) § q | �_ ■ m , @ § } | k 2 20 ENGINEERS EXHIBIT 0-I % 1201ResB�,eBwkilm it 160. k»kIET� RA§§OA[E RANCH ) ■ Austin, Texas 77e59 ( rL2os1. S.FAX Eosaia ON -SITE PRUp ROAD CROSS-SECTION y A WWW.Go HQNE RsCOM 9 2Rma #545 , TBPBNm #104085® _± _— a _« 904002-0 m 'S a� / CUDE ENGINEERS 12301 Research Blvd., Bldg V, Suite 160, Suite 160 • SUITE 101 Austin, Texas 78759 TEL 210.681.2951 • FAX 210.523.7112 WWW.CUDEENGINEERS.COM TBPE FIRM #455 TBPLS FIRM #10048500 w J w Z m Z J - Z uCeCe a w Z a w LL Z owl-0�=LL H= Z J Z w 0wW Uj Oa Oma ZZOZ=g0 0mw5F-ww OwO=Zw �LL0 Z UZ❑miaow mO O ~O Z w Z rC�I- O I Lo Vv UV) Zino o O_ ¢ =U❑F-~¢Z w�JV)iw�� OOZo'n F- ❑ O p Z o: ir r CL a O M EXHIBIT 0-2 RAGSDALE RANCH OFF -SITE PRIMARY ROAD CROSS-SECTION DATE: 2024-02-25 JOB NO.: N04002-000 � 1 1 W L- ao 2 H O cm W a 'r'w V/ 9 im a Z J W a w 0 „ 0 E kr W a W Q iy.vni�vat`.�;ti�olv[ae�yo,im.3i^+a�viewn.hwt.��Ra�1�. .a.w�urY �aM �If1f1�.�/N�va��rllLel�Y�PIpMUfw10 q 0 m N Z. m m E 3 RECORDERS MEMORANDUM All or parts of the text on this page was not clearly legible for satisfactory recordation, ileW+weK O([ W,Wiiai Lq 3 LWY.1Inola� ui...n.Y rue tca.l.ty.l+u+u.rY rx�. N M tffrirA xrM..wl lww.'V�b Mf/INI�NtlIHg10 0 ca 0 E RECORDERS MEMORANDUM All or parts of the text on this page was not clearly legible for satisfactory recordation. wvw r. rNwirM • w..�wr�+wwn�u.a.�....w� r.r �rrnr..rn..v��+...• •,.r...r nw. nnrn••�o W J U N S > a .b S Cam] � r ao N 2 O x W 1-- O � m a. W m H a 3 cm a z f J� W Im o a E RECORDERS MEMORANDUM All or parts of the text on this page was not clearly legible for satisfactory recordation. i.-1-111n ..c,m,,.....w.......,.,...... m.n...v..-1 - 11.1 ti.um-..'.. r—e t!;s "G 1^A Fy a JPig x�islffPfl2AfSS !!?S! S4li3S��a€'�E�4 iffj€�,�: p e pp } r� aaa�Heea a e sae aaa ya9a a a i ^f7]11, lmMg�j,�, „ Yg alb aRCiSR aaI �R R I9 F a7 a s g b?o S FcgG gae MH "a Gfk GS 3jAb5pR$"sailg 2Sx1-�Af55s9 _ I" �E$ ��bacen;fin"gqs�5��.ag�ag"gea��ba"am ��Ra �fiae�S$aEAAAB26dfiaau'�4��a�a"�d6 Q �ng�"s553"a:3:�a��a$5�a3�a55fi�a553"aaa I� FM ��..�g Aa 3��i9l��nx�x6��"x s3A?A�s�AsS I .�JI� ..�aS.S�aR�C.q,ddaACn.f S7W1 :c 3 � 6 " 6saa5cr8'sg�pil 3.9c5cP�6EA6rz�ybAbaee"e�6 SI x x 37�8 29829398l97��993938 a ��IR�gXRv6dAARRYM9I��A�R��OaRA�GM��G�Qa�d�� a EXHIBIT H HOA Wall and Fencing Standards • Any fence that faces a street shall be constructed so that the front side of the fencing faces the street. • Wood fences that face a street shall have a cap and be stained. All fences on lots abutting, or adjacent to any greenbelt or critical environmental feature shall be of wrought iron, along the rear property line and along the side property lines (from the rear property line to the back of the house). • All wrought iron fences shall be 6 feet in height with pickets no greater than 4 inches apart and painted bronze or black. • A minimum 6-foot-tall masonry wall shall be provided between any residential Lot and a Major Collector when the residential Lot backs up to the Major Collector. • Masonry columns and/or wall offsets or articulations shall be provided every 125 feet. • Wrought iron fence segments may be incorporated along the wall to provide variety and view windows into open space and open-ended cul de sacs. • Alternative fencing type shall be allowed for any areas designated for wrought iron fence on Exhibit B. Wood elements must be a consistent stain color. Fence must match the height of any adjoining lot privacy fence. Alternative fence type shall match the image below: �UP11111 • Ownership and maintenance of the Walls and Fencing shall be the responsibility of the HOA. Consent Agreement Williamson County MUD No. _ Exhibit H Page 1 EXHIBIT I Land Development Standards A. General All Lots must have a minimum and maximum of total developed land area shown in the legend on the Land Plan B. Minimum Dwelling Size: All Single-family detached dwellings shall contain a minimum of 1,200 square feet of enclosed living space, exclusive of porches, decks, and garages. C. Architectural Standards for Single -Family Residential and Condominiums M_ Exterior -Material Treatment a) 85% of the exterior surface area of all front elevations, all street -facing elevations, and all elevations facing public/private parkland shall consist of brick, stone, or stucco (exclusive of windows, doors, or other openings); and b) 85% of the side and rear elevations not facing a public right-of-way shall consist brick, stone or stucco on the first floor (exclusive of windows, doors or other openings) and brick, stone, stucco or cement -based siding on the second floor; and c) 85% of street -facing side of homes that back onto or are adjacent to arterial roads or residential collectors shall consist of brick, stone, or stucco on the street -facing side (exclusive of windows, doors, or other openings). J2L Front Elevation Features. At least a minimum of two (2) of the following design options shall be incorporated into front elevations and included on the architectural plans submitted for building permits: a) Covered front porch or patio with a minimum size of 60 square feet; b) A garage door recessed from the primary front facade a minimum of two feet (2'- 0") for garage doors that face the front street; c) Enhanced garage door materials (wood, ornamental metal, decorative door, window inserts, and hardware, painted or stained to match the house); d) Trellis (at least 18" deep) above the garage door; e) A combination of at least two (2) roof types (e.g. hip and gable) or two (2) different roof planes of varying height and/or direction; Consent Agreement Williamson County MUD No. _ Page 1 EXHIBIT I f) Two (2) or more masonry finishes to compliment the architectural style of the home; or g) The addition of one or more dormers on the front elevation to compliment the architectural style of the home. (3) Roofs a) All single family detached dwellings shall have a minimum roof pitch of 6:12, except porch coverings or secondary roof features. b) Roof overhang of 18" permitted within side setback. D. Streetscape Requirements 1) Street tree plantings shall follow Section 12.06 of the UDC, except that shade trees are permitted in the following two areas if tree root barriers are provided: (a) trees in public rights of way, and (b) trees in a landscape area that is less than ten feet wide. 2) An 8-foot tree landscape area with plastic root barrier will be provided for all street tree applications. 3) Minimum 8400t-wide landscape area shall be provided in between the curb and sidewalk for street tree plantings within neighborhoods where homes are alley loaded. 4) Street Trees shall be spaced an average of 40 feet on center, except when in conflict with streetlight pole, fire hydrant, drainage inlet, driveway, or other utility conflict. 5) If allowed by the County, the sidewalks shall be allowed to overlap into a PUE to accommodate the extra right of way width designated for street tree landscape area. *Sidewalks may be located within the street's public utility easement or right-of-way and may meander in and out of either as approved by the County. If located within the PUE, a public access easement shall be granted by either the recording of a plat or separate instrument, and shall be identified on any subsequent plans. Consent Agreement Williamson County MUD No. _ Page 2 EXHIBIT j Land Development Standard Checklist -Architectural and Masonry Standards INSTRUCTIONS: Duilderto complete anal submit to the City of Georgetown, Texas: Initial Submittal to Inspections - with application for auilding Plans Resubmittal to Inspections -with application for Building Permit, COMPLIANCE CHECKLIST ARCHITECTURAL STANDARDS FOR SINGLE-FAMILY RESIDENTIAL AND CONDOMINIUMS: PART A: RESIDENCE ADDRESS —to be completed by Builder Representative Lot: Block: Phase: Street Address: I, —__ ____ . _ _ _ _ --[printed name of authorized Builder Representative making the representations and certifications] ("Builder Representative"), being an authorized agent of [Builder company name] "Builder" hereby certify that the residential structure located at the address shown above has been constructed by Builder in compliance with the Ragsdale Municipal Utility District Architectural Standards as set forth in that certain CONSENT AGREEMENT BETWEEN THE CITY OF GEORGETOWN AND HK RAGSDALE, LLC. dated to be effective on and recorded in the Official Public Records of Williamson County, Texas as Document No. Signature of Authorized Builder Representative PART B: COMPLIANCE CHECKLIST —to be completed by Builder Representative IMPORTANT: • The following Compliance Checklist must bear the signature of the Builder Representative for each element listed. Submittal of an incomplete Compliance Checklist will result in denial of issuance of a Building Permit, request for Final Inspection, and/or request for issuance of a Certificate of Occupancy. • Signature of the Builder Representative shall constitute a representation, warranty, and certification by the Builder Representative that the residence is, or will be on construction, in compliance with the corresponding element on the Compliance Checklist. • The City will not issue a Building Permit, schedule a Final Inspection, and/or issue a Certificate of Occupancy unless the City confirms that the residence is in compliance with all elements on the Compliance Checklist. Page 1 of 2 EXHIBITI EXHIBIT J PART Bi: COMPLIANCE CHECKLIST — EXTERIOR MATERIALS * Exterior Material Treatment At least 85% of the exterior surface area of all front elevations, all street facing elevations, and all elevations facing public/private parkland shall consist of brick, stone, or stucco (exclusive of windows, doors or any other O p('ningsi, The side and rear elevations not facing a public right-of-way shall consist of at least 85% brick, stone or stucco on the first floor (exclusive of windows, doors or any other openings) and brick, stone or cement based siding on the second floor and; Street facing side of homes that back onto or are adjacent to arterial roads or residential collectors shall consist of 85% brick, stone or stucco on the street facing side (exclusive of windows, doors or any other openings). Builder Representative Signature PART 132: COMPLIANCE CHECKLIST— FRONT ELEVATION FEATURES At minimum of two (2) of the following design options must be incorporated into front elevations and included on the architectural plans submitted for building permits.** Front Elevation Features Builder Representative Signature * * Roof overhang of 18" permitted within side setback. Covered front porch or patio with a minimum size of sixty (60) square feet; A garage door recessed from the primary front facade a minimum of two feet (2'0") for garage doors that face the front street; Enhanced garage door materials (wood, ornamental metal, decorative door, window inserts and hardware, painted or stained to match house); Trellis (at least 18" deep) above the garage door; A combination of at least two roof types (e.g. hip and gable) or two (2) different roof planes of varying height and/or direction; Two (2) or more masonry finishes to compliment the architectural style of the home; or The addition of the one or more dormers on the front elevation to compliment the architectural style of the home. Page 2 of 2 EXHIBIT J , r � Y �� r 1 •l• i' F'" ` �� 2Ir 1 of 'r�, ' ems' .0 x \\ •-.t•�-�.� J� ' � � • o ,(, ? IN 1 Aq All . 1 1 W W � � � W •D i RAGSDALERANCH EXHIBIT K - LAND USE PLAN LANU USE PLAN FOR CONSENT AGREEMENT EXHIBIT L MDF Form WORKSHEET TOTAL DISTRICT BONDS SOLD (per issuance): LESS ALLOWABLE DEDUCTIONS: Surplus and Escrowed Funds Non -Construction Costs: Legal and Financial Advisory Fees: Interest Costs: Capitalized Interest Developer Interest Bond Discount $ Administrative and Organization $ (including creation costs and operating advances) Bond Application, Market Study, $ and other bond issuance costs (based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of developer reimbursable expenses performed at the time of each Bond issue) TCEQ Bond Issuance Fee w Application, Review and Inspection Fees TOTAL ALLOWABLE DEDUCTIONS: $ NET BOND REIMBURSEMENT AFTER ALLOWABLE DEDUCTIONS: CITY'S PERCENTAGE: X 8% TOTAL MDF: g ** ACTUAL AMOUNT TO BE BASED ON COSTS APPROVED FOR REIMBURSEMENT BY TCFQ AS AUDITED BY D]SrRICT AUDITOR. Williamson County MUD No. Master Development Fee Calculation Form Page 1 EXHIBIT M PARTIAL ASSIGNMENT OF RECEIVABLES AGREEMENT - _ ' a (the "Assignor" ) has entered into a Development Financing Agreement (the "Financing Agreement") with Williamson County Municipal Utility District No. "District") in connection with the design and construction of certain water, sewer, drainage, water quality, road and other facilities on the condition that the Assignor -will be reimbursed -in the future from the sale of bonds issued by the District for such purposes, subject to the terms and conditions of the Financing Agreement. Assignor hereby assigns eight percent (8%) of the proceeds received from the District through the issuance of one or more series of bonds by the District determined pursuant to the Table attached hereto ("(:ands" to the City of Georgetown, Texas ("Assignee") until Assignee has received payment in full of the Master Development Fee "MDF" in satisfaction of the requirements of Section 4.04 of the 2023 Consent Agreement by and between the Assignor, the Assignee and the District. The District and the Assignor shall ensure that each installment payment will be paid to the City in conjunction and simultaneously with the Owner's reimbursement from the bonds. Assignor and Assignee agrees that this partial assignment of the Funds shall terminate at such time as the Assignor has satisfied the requirements of Section 4.04 of the Consent Agreement between the Assignor and the Assignee. Assignor and Assignee shall file an executed termination of partial assignment with the District at such time. By execution of this instrument, Assignee hereby accepts such assignment and assumes all of Assignor's rights, title, and interests in and to the Funds, and instructs the District to pay the Funds to the Assignee rather than the Assignor, subject to and in accordance with the terms and conditions of the agreement between the District and the Assignor. Executed to be effective on the day of 20_. (signatures follow) Page 1 of 5 ASSIGNOR: By: Date: STATE OF § § COUNTY OF _ § By: , a This instrument was acknowledged before me the day of 20J by , in his capacity as _ of a corporation, the general partner of a , on behalf of Notary Public Signature Printed Name: My Commission Expires: Page 2 of 5 The Assignee hereby accepts the Partial Assignment of Receivables. Executed this the day of , 20.® ATTEST: By: ASSIGNEE: CITY OF GEORGETOWN, TEXAS 13y: City Secretary Mayor Page 3 of 5 The District hereby consents to the Partial Assignment of Receivables. Executed this the _ day of 20_. WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. I;v: ATTEST: Name: Title: Board President Page 4 of 5 STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 201, by . President of Williamson County Municipal Utility District No. 44, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Printed Name: My Commission Expires: Page 5 of 5 EXHIBIT N Post Annexation Surcharge Formula The following calculation is intended to allow the City to collect sufficient funds for payment of the debt service remaining on the District's Bonds at the time of annexation, as authorized by Section 54.016(h), Texas Water Code. After annexation, the water and wastewater rates charged to customers receiving water and sewer services at properties that were within the territorial boundary of the District at the time of annexation may vary from the water and wastewater rates charged to customers receiving services at other properties within the City in order to compensate the City for the assumption of the debt on the District's Bonds. These water and wastewater rates will be reflected as a post annexation surcharge on the customers' monthly utility bills and will be stated as a percentage of the water and sewer rates of the City. The amount of the post -annexation surcharge and the percentage of the City's water and wastewater rates will vary as the City's rates are amended, but in no event will the rates of customers charged the post annexation surcharge exceed 125% of the water and wastewater rates charged to other customers within the City who are not otherwise subject to a post -annexation surcharge. FORMULA FOR SURCHARGE CALCULATION: A= PxI 1- [(1 + I)-n] 2. S = A 12 x ESCFs Where: A = total annual post annexation surcharge P = principal outstanding on the District's Bonds, less any reduction provided for by Note 1, below I = average annual effective interest rate on the District's outstanding Bonds n years remaining in debt retirement period ESFCs = total number of equivalent single family customer connections within the territorial boundary of the District S = monthly post annexation surcharge per equivalent single family connection, but in no event will S exceed 125% of the water and sewer rates charged to other customers within the City Note 1: P wilt be reduced by the amount of District funds transferred to the City at the time of annexation or received by the City after annexation, including any debt service taxes paid to the City for the year of annexation as provided in this Agreement. Page 1 of 2 Note-2: For purposes of illustration, the following are examples of the application of the formula set forth above and the calculation of the post annexation surcharge under this Exhibit based on certain assumptions: Example 1: Principal Remaining: $3,000,000 Interest Rate: 4.5 % Remaining Term of bonds: 15 years Equivalent Single Family Connections:1,183 Monthly Surcharge: $19.68 Example 2: Principal Remaining: $5,000,000 Interest Rate: 6.25 % Remaining Term of bonds:15 years Equivalent Single Family Connections: 2,500 Monthly Surcharge: $17.44 Example 3: Principal Remaining: $1,000,000 Interest Rate: 6.25 % Remaining Term of bonds: 5 years Equivalent Single Family Connections: 3,168 Monthly Surcharge: $6.29 Page 2 of 2 EXHIBIT O NOTICE OF CITY OF GEORGETOWN ANNEXATION RIGHTS This Notice of City of Georgetown Annexation Rights ("Notice") is made on the date set forth below by HK Ragsdale, LLC, a Texas limited liability Company ("DeclarauY'). A. Declarant executed that certain Consent Agreement recorded as Document No. in the Official Public Records of Williamson County, Texas (the "Consent Agreement) pertaining to Williamson County Municipal Utility District No. _ (the "District"). B. The City and the District executed that certain Strategic Partnership Agreement recorded as Document No. in the Official Public Records of Williamson County, Texas (the "SPA,,). C. Pursuant to the Agreement and the SPA, the City of Georgetown, Texas (the " ty") has the right to annex land into the City for limited and/or full purposes. D. The real property described in Exhibit 1 attached hereto is subject to the annexation rights of the City. IN WITNESS WHEREOF, the Declarant has executed this Notice on the date written below. HK Ragsdale, LLC By:_ Name: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me the day of 20� by of HK Ragsdale, LLC, a Texas limited liability Company, on behalf of such company. (seal) Notary Public, State of _ Exhibit P MAINTENANCE AGREEMENT WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. STATE OF TEXAS § COUNTY OF WILLIAMSON § This Maintenance Agreement (this "Agreement") is made to be effective as of the Effective Date (defined below) by and between the CITY OF GEORGETOWN, TEXAS, a home -rule city located in Williamson County, Texas (the "City"), and HK Ragsdale, LLC, a Texas limited liability Company; and WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. a municipal utility district formed and operating under Chapters 49 and 54 of the Texas Local Government Code (the District" and _ a Texas non- profit corporation (the "HOA" , (individually, a "P� and collectively, the "Partita and is as follows: RECITALS WHEREAS, the District is a subdivision development and municipal utility district within the City's extraterritorial jurisdiction authorized by the Consent Agreement attached to Ordinance No. passed and approved by the Georgetown City Council on 2023 (the "Consent Agreement"), consisting of approximately 335.84 acres of land in Williamson County, Texas, which is more particularly described in that certain Special Warranty Deed dated December 9, 2021 from Connie Bravo, Tommy Ragsdale, Frances Rehfeld, and Glen Ragsdale to HK Ragsdale, LLC, a Texas limited liability company, recorded in the Official Public Records of Williamson County, Texas as Document No. 20211192126, and also described by metes and bounds and surveyor's sketch on the attached Exhibit A of the Consent Agreement, and WHEREAS, it is anticipated that at full build out the District will have approximately 1,161 residential units consisting of a mix of housing types, along with approximately 19.5 acres of public parkland, a private amenity center on 2.3 acres, approximately 32.4 acres of open space, and an elementary school; and WHEREAS, the HOA is a nonprofit corporation having as its members all persons or entities becoming a holder of all or a portion of the fee simple interest in any Lot in the District, which membership in the HOA is not severable from the ownership of the Lot; and Page 1 of 10 WHEREAS, the HOA is created to, among other things, maintain the HOA Areas/Improvements (as defined in the Consent Agreement), and otherwise administer the affairs of the HOA in accordance with the terms of the Consent Agreement; and WHEREAS, the HOA has the authority to levy HOA Assessments against the Lots within the District to provide a permanent source of funding for the HOA to pay for performing its responsibilities under this Agreement; and WHEREAS, pursuant to the Governing Agreements, the HOA Areas/Improvements have been or will be conveyed to the HOA, in trust for the public, and will be maintained by the HOA; and WHEREAS, the HOA acknowledges and agrees that the County has exclusive jurisdiction and control of the Primary Roads; and NOW, THEREFORE, in consideration of the premises, in furtherance of the mutual benefits to be derived by the general public and the members of the HOA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the HOA agree as follows: 1. RECITALS AND AGREEMENT ADOPTED. The recitals set out above are true and correct and are hereby incorporated into this Agreement by this reference as though each were set out in full herein. In addition, the Governing Agreements are incorporated into this Agreement as if both were set out in full. 2. DEFINITIONS. In addition to the terms defined in the Recitals to this Agreement, (i) capitalized words used in this Agreement and not defined herein will have the meanings set out in the Consent Agreement, and (ii) the following words, shall, when capitalized, have the following meanings when used in this Agreement: 2.1 "HOA Assessments" means the assessments the HOA imposes for the purposes of, among other things, funding its obligations under this Agreement. 3. MAINTENANCE REQUIREMENTS. The HOA shall, at its sole cost and expense, perform or cause to be performed, all repairs, maintenance, and replacement work when and as needed to keep the HOA Areas/Improvements, in good condition suitable for use and enjoyment by the public including, but not limited to, regular mowing, edging, trimming; regular landscape maintenance Page 2 of 10 including re -planting of trees, shrubs and other landscaping to replace dead or diseased plantings; regular weed, ant, mosquito and algae control; irrigation, and irrigation system maintenance and repair; keeping the areas free of all trash and debris and properly functioning; painting; striping; and other work necessary to maintain the HOA Areas/Improvements in perpetuity, and to replace those elements at the end of their useful life_ The HOA shall be solely responsible for maintenance of the HOA Areas/Improvements, and the City and the District shall have no obligations for same. 4. NO LIENS. The HOA shall not cause, suffer or allow any liens to be placed on the HOA Areas/Improvements by, through or under the HOA. 5. HOA ASSESSMENTS. 5.1 The HOA shall levy HOA Assessments in such amounts necessary to perform its responsibilities under this Agreement. 5.2 The HOA shall also levy HOA Assessments in amounts, as reasonably determined by the City, necessary to maintain reserves, and ultimately replace, the HOA Areas/Improvements at the end of their useful life. 6. INSURANCE. 6.1 Prior to the commencement of any work in the HOA Areas/Improvements under this Agreement, the HOA shall furnish copies of all required endorsements and an original completed Certificate(s) of Insurance to the City's City Manager, which shall be clearly labeled with the legal name of the HOA in the Description of Operations block of the Certificate. The Certificate(s) shall be completed by an agent and signed by a person authorized by that insurer to bind coverage on its behalf. The City will not accept Memorandum of Insurance or Binders as proof of insurance. The Certificate(s) or form must have the agent's signature, including the signer's company affiliation, title and phone number, and be mailed, with copies of all applicable endorsements, directly from the insurer's authorized representative to the City. Failure to obtain and maintain the required insurance shall constitute a material default of this Agreement. No officer or employee, other than the City's City Manager, shall have authority to waive this requirement. 6.2 Notwithstandingthe provisions of Section 8.3 below, the City reserves the right to review the insurance requirements of this Article during the effective period of this Agreement and any extension or renewal hereof Page 3 of 10 and to modify insurance coverages and their limits when deemed necessary and prudent by the City's City Manager based upon changes in statutory law, court decisions, or circumstances surrounding this Agreement. In no instance will the City allow modification at the request of the HOA whereupon the Citymay incur increased risk. 6.3 The HOA's financial integrity is of interest to the City; therefore, subject to the HOA's right to maintain reasonable deductibles in such amounts as are approved by the City, the HOA shall obtain and maintain in full force and effect for the duration of this Agreement, and any extension hereof, at the HOA's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- (VII), in the following types and for an amount not less than the amount listed: YPE MOUNTS arkers' Compensation Istatutory ployers' Liability commercial General Liability Insurance nclude coverage for the following: ['remises operations *b. Independent Contractors Products/completed operations Personal Injury Contractual Liability *f. Environmental Impairment/Impact sufficiently broad to cover disposal liability *g. Broad form property damage, to includ Eire legal liability Automobile Liability wned/leased vehicle on -owned vehicle ired Vehicles Page 4 of 10 ,000,000 / $1,000,000 / $1,000,000 )r Bodily Injury and Property amage of $1,000,000 per xurrence; $2,000,000 General ggregate, or its equivalent in mbrella or Excess Liability 'ombined Single Limit for Bo, njury and Property Damage of ,1,000,000 per occurrence *May be waived by the City Manager if not applicable to activities performed by the HOA 6.4 The City shall be entitled, upon request and without expense, to receive copies of the policies, declaration page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies) as may be required to comply with the terms of this Agreement. The HOA shall be required to comply with any such requests and shall submit a copy of the replacement Certificate of insurance to the City at the address provided below within 30 days of the requested change. The HOA shall pay any costs incurred resulting from said changes. City of Georgetown Attn. City Manager P.O. Box 409 Georgetown, TX 78627 6.5 The HOA agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following provisions: 6.5.1 Name the City, its officers, officials, employees, volunteers, and elected representatives as additional insured's by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability policies; and 6.5.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City when the City is an additional insured shown on the policy; and 6.5.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City. 6.6 The HOA agrees to give the City written notice of any suspension, cancellation, non -renewal or material change in coverage of any of the insurance policies required to be obtained and maintained by the HOA Page 5 of 10 under the terms of this Agreement. Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, the HOA shall provide a replacement Certificate of Insurance and applicable endorsements to the City. The City shall have the option to suspend the HOA's authorization and liability under this Agreement should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance shall constitute a material breach of this Agreement. 6.7 Nothing herein contained shall be construed as limiting in any way the extent to which the HOA may be held responsible for payments of damages to persons or property resulting from the HOA's performance of the work covered under this Agreement. 6.8 It is agreed that the HOA's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City for liability arising out of operations under this Agreement. 6.9 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this Agreement. 7. INDEMNIFICATION. THE HOA INDEMNIFIES THE CITY ONLY FOR CLAIMS ATTRIBUTED TO THE HOA AND THE HOA ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR ANY CLAIM OR ACTIONS BASED ON OR ARISING OUT OF INJURIES, INCLUDING DEATH, TO PERSONS OR DAMAGES TO OR DESTRUCTION OF PROPERTY, SUSTAINED OR ALLEGED TO HAVE BEEN SUSTAINED IN CONNECTION WITH OR TO HAVE ARISEN OUT OF OR INCIDENTAL TO THE PERFORMANCE OF THE ACTIVITIES DESCRIBED IN SECTION _ BY THE HOA, ITS AGENTS AND EMPLOYEES, AND ITS A SUBCONTRCTORS, THEIR AGENTS AND EMPLOYEES. 8. TERM. This Agreement shall be effective from the Effective Date and shall continue in effect until the earlier of (i) the District is annexed and dissolved, pursuant to the terms hereof, and its obligations are fully assumed by the City, at the City's sole election, or (ii) forty-five (45) years from the Effective Date, or (iii) until this Agreement is terminated as otherwise provided herein or allowed by law, or (iv) this Agreement is terminated in writing by mutual agreement of the City and the District. Page 6 of 10 9. ASSIGNMENT. The HOA shall not assign, sublet, or transfer its interest in this Agreement without prior written consent of the City, which may be withheld for any reason. If consent is granted, it shall then be the duty of the HOA, its successors and assigns, to give prompt written notice to the City of any assignment or transfer of any of the HOA's rights in this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1 Laws Observance. The HOA shall not do, nor cause to be done, anything on or to the HOA Areas/Improvements during the term of this Agreement in violation of the laws of the United States, the State of Texas, or any of the ordinances of the City. 10.2 No Waiver. No waiver by the City of any default or breach of any covenant, condition, or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition, or stipulation hereof. 10.3 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained herein. 10.4 Notice. Any notices required or appropriate under this Agreement shall be given in writing to the HOA at the address shown below, and to the City at City of Georgetown, Attn. City Manager, P.O. Box 409, Georgetown, TX 78627. 10.5 Fleas~. The paragraph headings contained herein are for convenience of reference and are not intended to define, extend, or limit any provisions of this Agreement. 10.6 Jurisdiction and Venue. This Agreement will be interpreted according to the Constitution and laws of the State of Texas. Venue of any court action brought directly or indirectly by reason of this Agreement shall be in Williamson County, Texas. This Agreement is made and is to be performed in Williamson County, Texas, and is governed by the laws of the State of Texas. 10.7 Authorization. The signers of this Agreement each hereby represents that he or she has full authority to execute this Agreement on behalf of the Party for which he or she is acting. 10.8 Entire Agreement. This Agreement and the Consent Agreement, and any attached exhibits to those agreements, contain the final and entire agreement between the Parties hereto and contain all of the terms and conditions agreed upon, and supersedes all other agreements, oral or otherwise, regarding the maintenance of the HOA Areas/Improvements. Page 7 of 10 EXECUTED to be effective as of the date of final signature below (the "L'.ffective Date"). THE HOA: By: Name: Title: Address for Notice: THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this day of 2023 by _ President said corporation. a Texas non-profit corporation on behalf of Sv: NOTARY PUBLIC, STATE OF TEXAS Page 8 of 10 THE CITY: City of Georgetown, Texas, a home -rule municipality By: Josh Schroeder, Mayor ATTEST: By: Robyn Densmore, City Secretary APPROVED AS TO FORM: By: Skye Masson, City Attorney THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this day of , 2023 by Josh Schroeder, Mayor of the City of Georgetown, Texas, a home -rule municipality, on behalf of the City of Georgetown, Texas. NOTARY PUBLIC, STATE OF TEXAS Page 9 of 10 ACKNOWLEDGEMENT OF DEVELOPER By the signature of its duly authorized representative appearing below, HK Ragsdale, LLC, a Texas limited liability Company, acknowledges its obligations under Section 8.04 "HOA," set forth in the "Consent Agreement", HK Ragsdale, LLC , a Texas limited liability Company By: STATE OF TEXAS § COUNTY OF TRAVIS § By: Title This instrument was acknowledged before me the day of 2023, by , a Texas limited liability company, on behalf of said company and partnership. Notary Public State of Texas Page 10 of 10 Issuance Date: Beneficiary: Exhibit Q Form of Traffic Signal Fiscal Security Irrevocable Letter of Credit Irrevocable Letter of Credit No. City of Georgetown, a Texas home rule municipality Attn: Assistant City Manager 808 Martin Luther King Jr. St. Georgetown, Texas 78626 Owner/Applicant: HK RAGSDALE, LLC, a Texas limited liability company Attn: Address: Stated Amoun Issuer: Name Address 1 Address 2 City, State, Zip Code Phone Fax U.S. DOLLARS Expiration Date: , 20_ at 4:00 P.M. Central Standard Time. At the request and account of OWNER/APPLICANT, ISSUER hereby opens in favor of BENEFICIARY our Irrevocable Letter of Credit for the STATED AMOUNT available by BENEFICIARY'S draft at sight drawn on ISSUER purportedly signed by either BENEFICIARY'S City Manager or Assistant City Manager. This Letter of Credit authorizes BENEFICIARY to draw on ISSUER in amounts which in the aggregate shall not exceed the STATED AMOUNT, which represents the required amount of the traffic signal fiscal security for the (check applicable), Exhibit Q - Form of Traffic Intersection Fiscal Security Page 1 Exhibit Q ❑ "Primary Road/FM 3405 Intersection' ❑ "Primary Road/Ronald Reagan Blvd. Intersection" as said terms are defined in that certain "Consent Agreement between OWNER/APPLICANT, et al. dated to be effective on . (the "AGREEMENT") pertaining to design and construction of the traffic signalization improvements at said Intersection Funds under this Irrevocable Letter of Credit shall be made available to the BENEFICIARY on receipt by the ISSUER of a Sight Draft in the form attached to this Letter of Credit as "Annex A", accompanied by the original of this Letter of Credit, and a Certificate in the form attached to this Letter of Credit as "Annex B" dated and signed by a purported authorized representative of the BENEFICIARY, with such signature acknowledged, stating that the BENEFICIARY is entitled to draw under this Letter of Credit. No further substantiation of the claim(s) shall be required. ISSUER shall be entitled to accept a sight draft and certificate describe above under the terms of this Letter of Credit from the City Manager or the Assistant City Manager of the BENEFICIARY, with such signature acknowledged, without any obligation or duty to verify the authority or identity of the person presenting the sight draft or certificate. Partial drawings are permitted only per the terms of the AGREEMENT, but not more frequently than once per month. Upon receipt of one or more Sight Drafts described above, Issuer shall disburse the funds to the City of Georgetown, Texas, Attn: Assistant City Manager, 808 Martin Luther King Jr. St., Georgetown, Texas 78626, in the amount stated in the Sight Draft. Such demand(s) will be honored if presented in person or by facsimile transmission on or before 4:00 o'clock pm Central Standard Time before the expiration date of this irrevocable letter of credit. If demand is presented before 10:00 a.m. Central Standard Time, funds must be received before 2:00 p.m. Central Standard Time the same day. If demand is presented after 10:00 a.m. Central Standard Time, funds must be received before 2:00 p.m. Central Standard Time the next business day. Funds may be received by wire transfer. This Irrevocable Letter of Credit shall be governed by the laws of the State of Texas and venue for any disputes shall be in Williamson County, Texas. Exhibit Q - Fonn of Traffic Intersection Fiscal Security Page 2 Exhibit Q Issuer shall provide written notification to the City of Georgetown, Texas, Attn: Assistant City Manager, 808 Martin Luther King Jr. St., Georgetown, Texas 78626, at least forty-five (45) calendar days prior to the expiration of this Irrevocable Letter of Credit as advice of the pending expiration. It is a condition of this Irrevocable Letter of Credit that it shall be deemed automatically extended without amendment for a period of one (1) year from the present or any future Expiration Date. ISSUER: (Authorized Signature) Name: Title: Exhibit Q - Form of Traffic Intersection Fiscal Security Page 3 ANNEX B TO TRAFFIC SIGNAL FISCAL SECURITY DRAW CERTIFICATE DATE: REF. NO. TO: Issuer: FROM: Name Beneficiary: Address 1 City of Georgetown, a Texas home rule Address 2 municipality City, State, Zip Code Attn: Assistant City Manager Phone 808 Martin Luther King Jr. St. Fax Georgetown, Texas 78626 AT SIGHT, PAY TO THE ORDER OF THE CITY OF GEORGETOWN, TEXAS, U.S. DOLLARS ($ drawn under (name of issuer) Irrevocable Standby Letter of Credit No. dated 20 . BENEFICIARY CITY OF GEORGETOWN, TEXAS By: Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § (Authorized Signature) This instrument was acknowledged before me on the day of . 20_ by of the City of Georgetown, Texas, a home -rule city, on behalf of the City. (seal) Notary Public Signature Exhibit Q - Form of Traffic Intersection Fiscal Security Page 4 ANNEX C TO TRAFFIC SIGNAL FISCAL SECURITY DRAW CERTIFICATE DATE: TO: Issuer: Name Address 1 Address 2 City, State, Zip Code Phone Fax Ladies and Gentlemen: LETTER OF CREDIT. NO. FROM: Beneficiary: City of Georgetown, a Texas home rule municipality Attn: Assistant City Manager 808 Martin Luther King Jr. St. Georgetown, Texas 78626 The undersigned, as authorized representative of Beneficiary herby certifies to you with reference to Letter of Credit No. that (check applicable): ❑ The Letter of Credit will expire in 45 days and is not being renewed or replaced; or ❑ Beneficiary has the right under the terms of the AGREEMENT to draw upon this Letter of Credit. STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the day of 20_ by of the City of Georgetown, Texas, a home -rule city, on behalf of the City. (seal) Notary Public Signature Exhibit Q - Form of Traffic Intersection Fiscal Security Page 5 EXHIBIT R Public Parkland Improvement Ragsdale Ranch Park Amenity Estimates April 24. 2024 M PRIVATE AMENITY CENTER QUA- UNIT COST TOTAL Hardscape Amenity Building 1 EA S 600,000.00 S 6G0,000 W Parking Lot 10,000 SF S 12.00 $ 120,000 00 Pool 4,000 SF S 110,00 $ 440,000.00 Pool Decking 9,000 SF S 12.00 S 108,000.00 Pool Coping 300 LF $ 15.00 $ 4,500,00 Pool Bubblers and Splash Equipment 1 LS $ 10,000.00 S 10,000 00 Pool Shade Structures 4 EA S 30,000,00 S 120,000.00 Pool Fence 500 LF S 35.00 S 17,500.00 Pool Gate 2 EA S 1,2GO.o0 S 2,400,D0 Playground (turn -key) 1 ALLOWANCE S 125,000.00 S 125,000 00 Picnic Pavilion (30'x50') 1 EA S 150.000 00 S 150,000 00 G' Conclele Sklevvalk Trail 1,200 LF S 36.00 $ 43,2G0,00 Pavilion Concrete Pad 2,000 SF S 16.00 $ 30,000-00 Site Furnishings 1 ALLOWANCE S 50,ODO.00 S SO,000.00 Ank)mly LMlhling I ALLOWANCE S 5000000 S 5000000 Hardscape Subtotal S 1,870,111l Planting Shade Trees 20 EA S 65000 $ 13,000.00 Ornamental Trees 15 EA S 450.00 S 6,750.00 Turf Sod and Irrigation 30,000 SF $ 1.50 $ 45.000 00 4" Depth Topsoil 370 CY $ 34.50 $ 12,777 78 Seed Hydromulch and Irrigation 45,000 SF S 1 15 S 51,750.00 2" Depth Topsoil 278 CY S 34.50 S 9,583,33 Plant Bed (Soil, Mulch, Plants, Irrigation) 7,500 SF S 300 S 22,500.00 Trae Bubblers (2 per shade 11 per omamenlal) 55 EA i 8000 S 4,400.W _ IulgnlMM Coom4br 1 FA S 1 500 00 S 1 SW 00 Planting Subtotal $ 187,261.11 AMENITY CENTER SUBTOTAL $ 2,037,861.11 PARK A Hardscape Pavilion (30k5o') 1 EA $ 145.000.00 $ 145,000.00 Pavilion Concrete Pad 1.50D SF $ 1500 $ 22.500 00 Playground (Turn -key) 1 ALLOWANCE $ lu0,000.00 $ 100,000.00 G' Concrete Sidewalk Trail 2.500 LF $ 3600 S 90,000,00 _ SituFunaJur"ls 1 ALLOWANCE S 2500000 S 2500000 Hardscape Subtotal f 38zil 0 Planting Shade Trees 20 EA S 650.00 S 13,000.00 Onlainenlel Trees 15 EA S 450.00 S 6,750.00 Turf Sod and Irrigation 40,000 SF $ 1 50 S 60'omo0 4" Depth Topsoil 494 CY $ 34,50 $ 17,037,04 Seed Hydromulch and Irrigation I60,000 SF $ 1.15 $ 184,000-00 2" Depth Topsoil 988 CY S 3450 $ 34,074.07 Plant Bed (Sail, Mulch, Plants, Irrigation) 5,000 SF $ 300 S 15,000.00 Tree Bubblers (2 per shade 11 per ornamental) 55 EA S 80,00 S 4,400.00 hi pllonClNllnllkl! 1 EA $ 1,500oO $ 160D.0D Planting Subtotal $ 3 76 ,1 Consent Agreement Williamson County MUD No. _ Exhibit R PARK A SUBTOTAL $ 718,261.11 Page 1 EXHIBIT R PARK D Hardscape Pavilion(20'x30') 1 EA S 65,00000 $ 65,00000 Pavilion Concrete Pad 600 SF S 1500 $ 900000 Playground (Natural Play; 1 All S 250,00000 $ 250 000 00 6' Concrete Sidewalk Trail 650 LF 5 3600 $ 23,400 00 34eFrirrusfungs 1 LS 8 250DOM S n000on Hardscape Subtotal i 37%400.00 Planting Shade Trees 2.0 EA S 65000 $ 13,000 00 Ornamental Trees 10 EA $ 45000 S 4,50000 Turf Sod and Irrigation 15 000 SF S 1 50 S 22,500 00 4" Depth Topsoil 185 CY S 3450 S 6 38P. 89 Seed Hydromulch and Irrigation 35 000 SF S 1 15 S 40,250 00 2" Depth Topsail 216 CY S 3450 S 7,45370 Plant Bed (Soil, Mulch, Plants, Irrigation) 2,000 SF S 300 S 6,000 00 Tree Bubblers (2 per shade 11 per ornamental) 50 EA S 80 00 S 4,00000 Itrlgalgn Coltroll t 1EA S t Will 00 S 15W 00 Planting Subtotal $ 105,602.69 PARK C PARK D SUBTOTAL $ 47-7,992.69 Hardscape PavMon (20'x30') 1 EA S 65,00000 $ 65,00000 Pavilion Concrete Pad 600 SF S 1500 $ 9,00000 Sport Court 1 EA $ 100,000 00 $ 100,000 00 Playground (Turn -key) 1 ALLOWANCE S 100,000.00 S 100.000 00 10' Trike Track (frock, Signs, Paint) 200 LF S 8500 $ 17,00000 6' Concrete Sidewalk Trail 1,900 LF S 36 00 S 68,400 00 StluFwnrbl t ALLOWAML S 25.0W00 S �000Oo Hardsm" SubtdW 364 40Q00 Planting Shade Trees 30 EA a 450 W 3 19,500 00 Ornamental Trees 10 EA S 45000 S 4.%. ')111) Turf Sod ana hngwion 40,000 SF S 150 $ 60.00000 4" Uepth Tumail 494 CY S 3450 S 11,037 04 Seed HydromulrhWirt lnrgatlon Z(YJ.U610 SF S 116 S 230.00000 T' depth TuInW 1 235 CY S 3450 S 42.592 59 Plan; Sed (Soil, Mutvlk Pearls 4-gailon) 4,000 SF S 300 $ 12,000 W Tra41 Butil (2 pr.Y bhade / 1 per .mainrrvN.11) 70 EA $ 8000 S t-AS011 Ott Irr2ilmCnnrroller 1 EA S ' 50000 S 1=00 Planting Subtotal S 392,M$3 Consent Agreement Williamson County MUD No. _ Exhibit R PARK C SUBTOTAL $ 7T7,129,83 Park and Amenity Total $ 4,011,244 44 Page 2 rn d m , aaaaaa cn cn cn cn cn cn mmmmmm� t 1 S l0 N F+ M y A N N -4 N? \ �1 RAGSDALE RANCH SUBDIVISION _ PRELIMINARY PLAT Exhibit S - F. '" �� OVERALL PHASING PLAN Exhibit T STRATEGIC PARTNERSHIP AGREEMENT BETWEEN THE CITY OF GEORGETOWN TEXAS AND WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO THE STATE OF TEXAS CITY OF GEORGETOWN COUNTY OF WILLIAMSON KNOW ALL MEN BY THESE PRESENTS: This Strategic Partnership Agreement ("Agreement") is made and entered into by and between the City of Georgetown, Texas, acting by and through its duly authorized City Council ("City"), and Williamson County Municipal Utility District No. -' a conservation and reclamation district created pursuant to Article XVI, Section 59 of the Texas Constitution and acting by and through its duly authorized Board of Directors ("District"), under the authority of Section 43.0751 of the Texas Local Government Code ("Local Government Code"). RECITALS 1. HK Ragsdale, LLC, a Texas limited liability company ("Developer"), owns :1rJSISg acres of land located within the extraterritorial jurisdiction ("ETJ") of the City, in Williamson County, Texas, which is more particularly described in that certain Special Warranty Deed dated December 9, 2021 from Connie Bravo, Tommy Ragsdale, Frances Rehfeld, and Glen Ragsdale to HK Ragsdale, LLC, a Texas limited liability company, recorded in the Official Public Records of Williamson County, Texas as Document No. 20211192126, and also described by metes and bounds and surveyor's sketch on the attached Gxhibii "A" (the "Property"). 2. The City is a home rule municipality organized and existing under the constitution and laws of the State of Texas. 3. Developer filed a petition with the City Secretary's office requesting the consent of the City to the creation of a municipal utility district encompassing the Property, and development of a 1,161 lot single-family residential subdivision on the Property having retail water and wastewater service provided by the City (the "Project"). 4. The City and Developer are parties to that certain Consent Agreement dated to be effective on , 2024 pertaining to the creation of the District on the Property and development of the Project on the Property (the "Consent Agreement"), recorded as Document No. in the Official Public Records of Williamson County, Texas, and the District, after its confirmation, joined the Consent Agreement as a party. Strategic Partnership Agreement Williamson County MUD No._ ('Ragsdale Ranch") Page 1 of 16 Exhibit T 5. The District is a municipal utility district created under the authority of the Consent Agreement, Article XVI, Section 59 of the Constitution of the State of Texas, and by order of the Texas Commission on Environmental Quality issued , 2024 and generally operates under Chapters 49 and 54 of the Texas Water Code and the Consent Agreement. 6. All of the Property is within the District, and District is located entirely within the ETJ of the City of Georgetown in Williamson County, Texas. 7. Developer has petitioned for the limited purpose annexation of the Property on the terms and conditions set forth in this Agreement. 8. The City and District are entering into this Agreement in accordance with Local Government Code Section 43.0751 to address the limited purpose annexation of the Property and to plan for the future full -purpose annexation of the District by the City upon mutually acceptable terms. 9. To facilitate the limited purpose annexation by the City of the Property, and the future full purpose annexation of the Property by the City, the Developer submitted a petition to the City requesting and consenting to (a) the immediate limited purpose annexation of the Property on the terms stated in this Agreement; and (b) the future full - purpose annexation of the Property on terms mutually agreeable to the District and the City. 10. The District conducted public hearings regarding this Agreement on 202_, at _.m. at , and on 202_, at _.m. at , notice thereof having been given in accordance with the procedural requirements of Local Government Code Section 43.0751. 11. The City conducted public hearings regarding this Agreement on 202_, and on , 202_, during its regular meetings in the City Council Chambers of the City Hall located at 808 Martin Luther King Jr. Blvd., Georgetown, Texas 78626, notice thereof having been given in accordance with Local Government Code Section 43.0751. 12. The District, by formal action, after public hearings, approved this Agreement on 202, in open session at a meeting held in accordance with the Open Meetings Act. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 2 of 16 13 Exhibit T The City, by formal action, after public hearings, approved this Agreement on 202 , in open session at a meeting held in accordance with the Open Meetings Act. 14. All procedural requirements imposed by state law for the adoption of this Agreement have been met. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained in this Agreement, and other good and valuable consideration, the City and the District agree as follows: ARTICLE I DI,.FINITIONS, PURPOSE, AND LEGAL AUTHORITY Section 1.01 Incorporation of Recitals. The Recitals to this Agreement are hereby agreed to and adopted by the Parties as findings of fact and are incorporated into this Agreement for all purposes. Section 1.02 Terms Defined in this Agreement. In this Agreement, in addition to the terms defined in the Recitals, each of the following terms when capitalized shall have the meaning indicated: a. "Agreement" means this Strategic Partnership Agreement between the City of Georgetown, Texas and Williamson County Municipal Utility District No._. b. "City" means the City of Georgetown, Texas. C. "Code" or "the Code" means the provisions of Chapter 43 of the Texas Local Government Code in effect on the Effective Date. d. "Consent Conditions" means those conditions relative to the operation of the District contained the Consent Agreement. e. "District" means the Williamson County Municipal Utility District No._ in Williamson County, Texas. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 3 of 16 Exhibit T f. "District Boundaries" means the geographical boundaries of the District as they currently exist as of Effective Date, as well as property that may be annexed in the future by the District, with the City's prior consent, such current boundaries being more particularly described and depicted in the attached Exhibit "A ". g. "District Facilities" means the drainage and detention facilities, as well as any additional facilities, which the District may now or in the future be authorized by law and the Consent Agreement to construct, own, operate and maintain, which are necessary to serve Property, including those necessary facilities to support the Project located outside the boundaries of the District. h. "Full Purpose Annexation Conversion Date" means the date on which the territory of the District becomes subject to the full jurisdiction of the City of Comoe. i. "Notice" means any formal notice or communication required or authorized to be given by one Party to another by this Agreement. "Parties" means the City and the District. k. "Party" means the City, or the District, as the case may be. 1. "Period of Limited Purpose Annexation" means that period commencing on the effective date of the limited purpose annexation of the Property and ending upon the Full Purpose Annexation Conversion Date. M. "Utility Facilities" means the water and wastewater facilities necessary to serve development within the District Boundaries. n. "90% Build Out" means that the public water, sewer, and drainage facilities and roads for 90% of the developable land in the District has been constructed and the District has fully reimbursed the Developer for such infrastructure.. Section 1.03 Purpose of the Agreement. The purpose of this Agreement is to define and clarify, through contractual agreement, the terms and conditions of the annexation of the District by the City and the relationship between the City and the District, including taxation and the provision of services by the City and matters related to the issuance of debt by the District. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 4 of 16 Exhibit T Section 1.04 General Location and Description of the District. The District is located within the ETJ of the City in Williamson County, Texas. Its current boundaries are described by metes and bounds and surveyor's sketch in h.'X rihir "A" attached to this Agreement. Section 1.05 Effective Date of the Agreement. Pursuant to the provisions of Section 43.0751(c) of the Local Government Code, this Agreement becomes effective on the date of adoption by the City. Upon adoption, the Agreement shall be filed by the City, at Developer's expense, in the Official Public Records of Williamson County, Texas. ARTICLE II ANNEXATION PROVISIONS Section 2.01 Annexation Procedure. a. Pursuant to Section 43.0751(s) of the Code the City and the District have agreed that the annexation procedure established by this Agreement shall control over any other law and shall be the exclusive procedure applicable to the annexation of the District. The procedure established by this Section shall apply to both limited purpose and full- purpose annexation unless otherwise expressly provided. b. The City shall annex the District by ordinance. Notice of a proposed limited purpose or full -purpose annexation shall be given by City to the governing body of the District in writing not less than 30 days prior to the proposed effective date of the annexation. In addition, the City shall conduct two public hearings on the proposed annexation. The hearings must be conducted on or after the 401h day but before the 201h day before the adoption of the annexation ordinance. Notice of the public hearings shall be published in a newspaper of general circulation within the boundaries of the City and the District. Notice of the hearings must be published at least once on or after the 2011 day but before the 101h day before the date of each public hearing. A single publication giving notice of both public hearings is sufficient provided that the date of publication falls within the notice period applicable to each hearing. Notice of the hearings must also be posted on the City's Internet website not later than the 1011 day before the first public hearing and such notice must remain on the website through the completion of both public hearings. No additional notice of annexation shall be required. The notice and hearing requirements of this paragraph do not limit or qualify the Developer's and the District's consent to annexation as provided by this Agreement and the City shall not be required to obtain the additional consent of any other person or entity. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 5 of 16 Exhibit T C. A limited purpose annexation ordinance may designate a date on which the status of the territory shall automatically be converted to full -purpose annexation, or the ordinance may provide for the continuation of the limited purpose annexation status for an indefinite period, or a period to be defined later by the City and the District. A service plan is not required for a limited purpose annexation. If a limited purpose annexation ordinance provides for conversion to full -purpose annexation on a date certain, then at least sixty (60) days prior to the proposed conversion date the City shall submit to the governing body of the District a proposed service plan for the delivery of full municipal services to the District following its conversion to full purpose annexation status. The service plan shall be adopted by ordinance prior to the conversion date. The notice and public hearing procedures applicable to the adoption of the annexation ordinance shall also be applicable to the adoption of the service plan. A copy of the proposed service plan shall be placed on the City's website at the same time that notice of the public hearing on the plan is posted on the website. Failure to timely adopt the service plan does not prevent conversion to full - purpose annexation but the date of conversion shall be automatically extended to the date that is thirty (30) days after the date of adoption of the service plan ordinance. d. If a limited purpose annexation ordinance does not specify a full -purpose annexation conversion date then, prior to the adoption of a full purpose annexation ordinance, the City shall comply with notice and hearing provisions of this Section and shall include a proposed service plan with the written notice provided to the governing body of the District prior to publication of the public hearing notice or notices. A copy of the proposed service plan shall be posted on the City's website at the same time as the public hearing notice and the service plan will be presented at the public hearings. Section 2.02 Limited Purpose Annexation. a. The City may at any time annex the territory of the District for limited purposes as provided by Section 43.0751 of the Code and may by ordinance impose within the District any sales and use tax imposed by City within its full -purpose boundaries. The territory of the District shall not be subject to property taxation by the City prior to the date of full - purpose annexation, but will be subject to property taxation by the District consistent with the Consent Conditions or as otherwise provided herein. The territory of the District shall not be subject to ordinances, rules, or regulations of the City that are not ordinarily applied within the ETJ of the City, except with regard to inspections, building permits, and certificates of occupancy, and to any other ordinances, rules, or regulations ordinarily applied within the City limits but compliance with which is Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 6 of 16 Exhibit T required by the Consent Agreement or this Agreement. The City shall not be required to provide any service within the District that is not ordinarily provided by City within the City's ETJ. b. From and after the date of limited purpose annexation, the residents of the District shall be entitled to vote in municipal elections as provided in Section 43.130 of the Code and such residents shall be entitled to use the park and recreational facilities of the City on the same basis as residents within the full -purpose annexation limits of the City. C. District territory that is located within the ETJ of the City need not be contiguous to City in order to be annexed for limited purposes and the District expressly consents to such discontiguous limited purpose annexation as authorized by Section 43.0751(r) of the Code. To the extent not prohibited by law such consent also extends to the full purpose annexation of the discontiguous territory on a full -purpose annexation conversion date specified in the limited purpose annexation ordinance or by a separate full -purpose annexation ordinance if no automatic conversion date is established by the limited purpose annexation ordinance. Section 2.03 Full -Purpose Annexation. The District hereby consents to full -purpose annexation of the District by the City at any time on or after the fifteenth (15th) anniversary of the date of the first bond issuance by the District, or the date on which the District issues bonds to reimburse Developer for 90% of the amount eligible for reimbursement under applicable laws, TCEQ regulations, and the Consent Agreement whichever is first, and City agrees not to annex the District for full municipal purposes prior to such date. A full -purpose annexation conversion date specified in an ordinance providing for limited purpose annexation may not specify a conversion date earlier than the date provided by this Section. Section 2.04 Service Plan for the Provision of Full Municipal Services. a. Prior to full -purpose annexation, the City shall prepare a service plan that provides for the extension of full municipal services to the territory of the District upon full -purpose annexation. The service plan shall be substantially similar to the City's municipal service plans for similarly situated territories. Inasmuch as the District is in the jurisdictional boundaries of Williamson County Emergency Service District No. 4 and Pedernales Electric Cooperative, the City will not provide, and the service plan shall not require the City to provide, fire services, emergency medical services, or electric services to the territory upon full -purpose annexation. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 7 of 16 Exhibit T b. The service plan shall be attached to and adopted by the full -purpose annexation ordinance unless full -purpose annexation occurs automatically on a conversion date established by a limited purpose annexation ordinance. In such case the service plan shall be adopted by separate ordinance as provided in Section 2.01(d) of this Agreement. Section 2.05 Notice to Landowners. The following notice, with appropriate modifications, shall be included in the notice to purchasers of real property in the District Information Form required to be recorded in the Official Public Records of Williamson County, Texas, pursuant to Section 49.455 of the Texas Water Code: "All of the property within the boundaries of Williamson County Municipal Utility District No. _ of Williamson County, Texas (the "District"), as described in Exhibit A attached hereto, is subject to the terms and conditions of a Strategic Partnership Agreement ("SPA Agreement") between the District and the City of Georgetown, Texas ("City"), which was effective on _ _ 202_. The SPA Agreement allows full - purpose municipal annexation of the District by the City on, the fifteenth (151h) anniversary of the date of the first bond issuance by the District, or the date on which the District issues bonds to reimburse Developer for 90% of the amount eligible for reimbursement under applicable laws, TCEQ regulations, and the Consent Agreement , whichever is first, and permits limited purpose annexation of the District at any time. A copy of the SPA Agreement may be obtained by contacting the offices of the District." Any land subsequently annexed into the District shall be included within District's notice obligation as set forth above. ARTICLE III STATUS OF DISTRICT FOLLOWING FULL -PURPOSE ANNEXATION Section 3.01 Status of the District Following Full -Purpose Annexation. Upon full -purpose annexation of the District, the City may abolish the District and assume its debts and obligations pursuant to Local Government Code Section 43.075 upon the terms provided in the Consent Agreement and this Agreement. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 8 of 16 Exhibit T Section 3.02 Audit; Review of District Records. The District, at its sole expense, shall conduct an annual audit each year to the extent required by the Texas Water Code and the rules of the Texas Commission on Environmental Quality to be performed by an independent certified public accountant. The District shall file a copy of the completed audit with the City's Treasurer. The District shall make its financial records available to the City for inspection during normal business hours and with prior reasonable notice. ARTICLE ry MISCELLANEOUS PROVISIONS Section 4.01 Duplicate Counterparts. This Agreement may be executed in duplicate counterparts but shall not be effective unless executed by the City and the District. Section 4.02 Entire Agreement. a. Except as expressly set forth in this Agreement, this Agreement is not intended to waive or limit the applicability of laws, regulations and ordinances applicable to the District or the City, nor does it waive the jurisdiction or sovereignty of any governmental body with respect to the District or the City. Notwithstanding the foregoing, City may not adopt an ordinance or resolution annexing the District for full or limited purposes which contains terms inconsistent with this Agreement, unless this Agreement has been previously terminated as provided herein. b. As of the Effective Date there are no agreements, oral or written, between the Parties which are in conflict with this Agreement. Except as expressly provided by this Agreement, this Agreement, together with all of the exhibits and attachments to this Agreement, constitutes the entire agreement between the Parties with respect to the terms and conditions governing the annexation of the District. No representations or agreements other than those specifically included in this Agreement shall be binding on either the City or the District. Section 4.03 Notice. a. It is contemplated that the Parties will contact each other concerning the subject matter of this Agreement. Any notice given under this Agreement must be in Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 9 of 16 Exhibit T writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing it with Federal Express or another delivery service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; or (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement. Notice by United States mail will be effective on the earlier of the date of receipt or three (3) days after the date of mailing. Notice given in any other manner will be effective when received. For purposes of notice, the addresses of the parties, until changed as provided below, will be as follows: City: City of Georgetown 808 Martin Luther King Jr. St. Georgetown, Texas 78626 Attn: City Manager With a copy to: City of Georgetown, City Attorney 809 Martin Luther King, Jr. St. Georgetown, Texas 78626 Attn: City Attorney District: Williamson County Municipal Utility District No._ c/o Anthony S. Corbett McLean & Howard Law 4301 Bull Creek Road, Suite 150 Austin, Texas 78731 b. The Parties may change their addresses for Notice purposes by providing ten (10) days written notice of the changed address to the other Party. C. If any date or period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating Notice is extended to the first business day following the Saturday, Sunday, or legal holiday. Section 4.04 Division. The District agrees to not alter the District boundaries located within the City's ETJ, whether sub -dividing, increasing, or decreasing the boundaries, without the consent of the City, regardless of legislative or state granted authority to do so. Strategic Partnership Agreement Williamson County MUD No. ("Ragsdale Ranch") Page 10 of 16 Exhibit T Section 4.05 Time. Time is of the essence in all matters pertaining to the performance of this Agreement. Section 4.06 Severability or Modification of Agreement as a Result of Modification of the Code or Other Statutory Authority for the Agreement. a. If any word, phrase, clause, sentence, paragraph, section, or other part of this Agreement, or the application of the word, phrase, clause, sentence, paragraph, section or other part of this Agreement to any person or circumstance is held by a court of competent jurisdiction to be invalid or unconstitutional for any reason, the Parties agree that they will amend or revise this Agreement to accomplish to the greatest degree practical the same purpose and objective of the part determined to be invalid or unconstitutional, including without limitation amendments or revisions to the terms and conditions of this Agreement pertaining to or affecting the rights and authority of the Parties in areas of the District annexed by the City pursuant to this Agreement, whether for limited or full purposes. b. If any word, phrase, clause, sentence, paragraph, section, or other part of this Agreement is modified in whole or in part as a result of amendments to the underlying state code and statutory authority for this Agreement, the Parties agree and understand that such modification may frustrate the purpose of this Agreement. The parties agree that they will attempt to amend or revise this Agreement to accomplish to the greatest degree practical (i) the same purpose and objective of the part of this Agreement affected by the modification of the underlying state code and statutory authority and (ii) the original intent and purpose of this Agreement. If the Parties cannot agree on any such amendment or revision within ninety (90) days from the effective date of amendment of the state code and statutory authority for this Agreement, then this Agreement shall terminate (except for the provisions of Article III which shall specifically survive such termination for the remaining term set forth in Section 4.13 of this Agreement), unless the Parties agree to an extension of time for negotiation of the modification. Section 4.07 Waiver. Any failure by a Party to the Agreement to insist upon strict performance by the other Party of any provision of this Agreement shall not be deemed a waiver of the provision or of any other provision of the Agreement. The Party has the right at any time to insist upon strict performance of any of the provisions of the Agreement. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 11 of 16 Exhibit T Section 4.08 Applicable Law and Venue. The construction and validity of the Agreement shall be governed by the laws of the State of Texas. Venue shall be in Williamson County, Texas. Section 4.09 Reservation of Rights. To the extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and immunities under applicable law. Section 4.10 Further Agreement and Documents. Both Parties agree that at any time after execution of this Agreement, they will, upon request of the other Party, exchange any other documents necessary to effectuate the terms of this Agreement. Both Parties also agree that they will do any further acts or things as the other Party may reasonably request to effectuate the terms of this Agreement. Section 4.11 Incorporation of Exhibits and Other Documents by Reference. All Exhibits and other documents attached to or referred to in this Agreement are incorporated into this Agreement by reference for the purposes set forth in this Agreement. Section 4.12 Assignability, Successors, and Assigns. This Agreement shall not be assignable by the either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective representatives, successors, and assigns. Section 4.13 Amendment. This Agreement may only be amended in writing upon the approval of the governing bodies of the City and the District. To the extent allowed by law, the Parties do not intend to conduct additional hearings pursuant to Local Government Code Section 43.0751 prior to amending this Agreement. Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 12 of 16 Exhibit T Section 4.14 Term. Except as it may otherwise be terminated as set forth herein, this Agreement shall remain in effect until the earlier date to occur of the following: (i) forty (40) years from the effective date of this Agreement, or (ii) the date the District shall cease to exist for any purpose pursuant to the terms of this Agreement. If the District is annexed for limited purposes prior to the expiration or termination of the Agreement, then upon such expiration or termination of the Agreement the territory of the District shall be automatically included within the full- purpose territory of the City. Section 4.15 District's Provision of Service Outside District Boundary. District shall not provide water or sanitary sewer (wastewater) service outside the District Boundaries, without the City's prior written consent. Section 4.16 Future Annexations by District During Term of the Agreement. Pursuant to and in accordance with the Consent Conditions, the District may apply to the City to annex additional tracts into its boundaries in the future and, following such annexation(s), those tracts shall be considered part of the District and covered by this Agreement. ARTICLEV DEFAULT AND REMEDIES FOR DEFAULT Section 5.01 Default. a. Upon the occurrence, or alleged occurrence, of an event of default under or violation of this Agreement, the non -defaulting Party shall send the defaulting Party Notice of its default or violation or alleged default or violation. Except as otherwise specifically provided in this Agreement, the defaulting Party must cure its default or violation within seventy-five (75) days following receipt of the Notice of default or violation unless curing such default in such time period is not reasonably possible and the Party who is alleged to be in default is taking all actions necessary to promptly cure the default. However, a Party is not considered in default of the terms contained herein unless Notice is actually given by the non -defaulting Party, and the alleged default has not be cured during the seventy-five (75) day cure period. b. If the default or violation is not cured by the defaulting Party within seventy-five (75) days of receiving the Notice, the non -defaulting Party may sue for enforcement or Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 13 of t6 Exhibit T cancellation of this Agreement. However, prior to bringing any proceeding in a court of law or before a court of competent jurisdiction, the Parties may resolve the issue through mediation or arbitration. If the Parties agree to seek mediation or arbitration, they must participate in good faith. However, none of the Parties shall be obligated to pursue mediation or arbitration that does not resolve the issue in dispute within seven (7) days after the mediation is initiated or within fourteen (14) days after the mediation is requested. Further the parties are not obligated to pursue arbitration that does not resolve the issue within twenty-eight (28) days after the arbitration is requested. The Parties shall share the costs of the mediation or arbitration equally. The Parties further agree that the City is not obligated to resolve any dispute based on an arbitration decision under this Agreement if the arbitration decision compromises the City's sovereign immunity as a home rule city. C. If the Parties are unable to resolve their dispute through mediation or arbitration, the non -defaulting Party shall have the right to enforce the terms and provisions of this Agreement by specific performance or by such other legal or equitable relief to which the non -defaulting Party maybe entitled. Any remedy or relief described in this Agreement shall be cumulative of, and in addition to, any other remedies and relief available at law or in equity. d. If the defaulting Party fails to abide by these deadlines, the non -defaulting Party shall have all rights and remedies available in law and equity and all rights and remedies provided in this Agreement. The Parties acknowledge that the City's remedies shall include the right, in the City's sole discretion, to terminate this Agreement and proceed with full -purpose annexation of the District, or any portion thereof, pursuant to the requirements otherwise applicable for such annexation as if this Agreement had never been entered into. e. All of these rights and remedies shall be cumulative. IN WITNESS WHEREOF, this Agreement is executed in duplicate counterparts by the duly authorized representatives of each of the Parties on the dates accompanying their respective signatures. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK SIGNATURE PAGES AND ACKNOWLEDGEMENTS FOLLOW] Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 14 of 16 Exhibit T CITY. CITY OF GEORGETOWN, TEXAS By ATTEST: By: Robyn Densmore, City Secretary APPROVED AS TO FORM: By:_ Skye Masson, City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § Josh Schroeder, Mayor This instrument was acknowledged before me the _ day of 202_, 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 Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 15 of 16 Exhibit T DISTRICT.• WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. By: Printed Name: Title: Board President ATTEST: Name: ............ . . ... ...... ...... • - - • ----.............-- Title: Board Secretary STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the _ day of — — — — — — — — 20-' by — — — — — — — — — President of Williamson County Municipal Utility District No.-' a special district formed and operating under Chapters 49 and 54 of the Texas Water Code. (seal) 01 04Cr orc c 4t>u�N 1 C d / MolQ aScrs orcice Notary Public, State of FILED AND RECORDED OFFICIAL_ PUBLIC RECORDS 2024043776 AGR Fee: $645.00 06/03/2024 11:08 AM OSALINAS ot,.` Nancy E. tster, County Clerk Williamson County, Texas Strategic Partnership Agreement Williamson County MUD No._ ("Ragsdale Ranch") Page 16 of 16