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HomeMy WebLinkAboutRES 092617-AB - Amended Agmt Water OakRESOLUTION NO. ©o °a(011— N6 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS CONDITIONALLY APPROVING THE "FIRST AMENDMENT TO THE AMENDED AND RESTATED CONSENT AGREEMENT CONCERNING THE WATER OAK SUBDIVISION," AND THE "SECOND AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT CONCERNING THE WATER OAK SUBDIVISION;" ESTABLISHING CERTAIN CONDITIONS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Georgetown ("C"), Laredo WO, Ltd., a Texas limited partnership ("LWO"), and Williamson County Municipal Utility District No. 25 ("WCMUD Na. 25") are parties to that certain "Amended and Restated Consent Agreement Concerning the Water Oak Subdivision" dated to be effective on January 11, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012006198 (the "Consent Agreement"), pertaining to creation of a minimum of two but no more than three municipal utility districts on approximately 1,354.48 acres of land, less the Parkland (as that term is defined in the Consent Agreement), referred to as "the Land" in the Consent Agreement, and also entered into that certain "Amended and Restated Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision)," dated to be effective on March 14, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012027884, which was amended by the "First Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision," dated to be effective on November 11, 2015, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016008515 (collectively, the "Devela ment A reement"). WHEREAS, during 2012 through 2014, LWO conveyed portions of the Land, approximately 157.219 acres situated north of the South San Gabriel River, to ABG Water Oak Partners, Ltd., a Texas limited partnership ("ABG") via special warranty deeds recorded in the Official Public Records of Williamson County, Texas as Document Nos. 2012056676, 2013000524, 2013080600, 2013095985, 2014026474, and 2014071868, but expressly reserved and excepted from those conveyances all rights and obligations under the Development Agreement and Consent Agreement. WHEREAS, on or about June 6, 2016, LWO filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (In Re: Laredo WO, Ltd., Debtor, Case No. 16-51297-RBK, in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division) ("Chapter 11 Case"). WHEREAS, by order dated October 14, 2016, in the Chapter 11 Case, the bankruptcy court approved that certain "Purchase and Sale Agreement between WRR INTERESTS, LLC, as Buyer, and LAREDO WO LTD., as Seller [Water Oak South]," pursuant to which LWO would convey to Resolution No. 0 3L PI:) -N& Page 1 of 5 Regarding the First Amendment to Amended and Restated Consent Agreement and Second Amendment to Arnerided a�jd Res ted Development Agreement Concerning the Water Oak Subdivision Daie:. I _XM WRR Interests, Ltd., a Texas limited partnership ("WRR"), or its successor or assigns, that portion of the Land situated south of the South San Gabriel River, being approximately 1,060.018 acres ("Water Oak South") to WRR or its allowed assigns. WHEREAS, LWO, ABG, and WRR have requested several modifications to the Consent Agreement and Development Agreement in order to facilitate the sale of Water Oak South and clarify their rights and obligations pertaining to development of the Water Oak Subdivision, which modifications are set forth in the "First Amendment to the Amended and Restated Consent Agreement Concerning the Water Oak Subdivision," (the "First Amendment") and the "Second Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision" (the "Second Amendment"), attached hereto as Exhibit A and Exhibit B. WHEREAS, the City's approval of the First Amendment and the Second Amendment is conditioned upon and expressly subject to receipt by the City of: (1) payment in full of all of the City's outside counsel and other fees associated with the negotiatio and drafting of First Amendment and the Second Amendment in the total amount of' and (2) one (1) original of each of the six (6) easements referenced in City Council Agenda Item No. K for the City Council meeting on September 26, 2017, each in the form approved by the City and executed by duly authorized representatives of the grantors and all lienholders; and (3) five (5) originals of the First Amendment and the Second Amendment each in the form approved by the City and executed by duly authorized representatives of LWO, ABG, WRR and WCMUD No. 25 and the accompanying certificates of authority authorizing execution of same. Collectively, items (1) through (3) above are referred to herein as the "required Fees and Documents." WHEREAS, the City's approval of the First Amendment and the Second Amendment is further conditioned upon and expressly subject to satisfaction by LWO, ABG or WRR of the Conditions Precedent described in Article II of both the First Amendment and the Second Amendment. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: SECTION 1: The City Council hereby finds that the statements set forth in the preamble of this Resolution are true and correct, and the recitals are hereby incorporated by reference herein and shall have the same force and effect as if set forth in full in this Section. SECTION 2: The "First Amendment to the Amended and Restated Consent Agreement Concerning the Water Oak Subdivision," and the "Second Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision" attached hereto as Resolution No. 0 °l Page 2 of 5 Regarding the First Amendment to Amended and Restated Consent Agreement and Second Amendment to Amended a d Rest fed Development Agreement Concerning the Water Oak Subdivision Date: Gu, � Exhibit A and Exhibit B, conditionally approved subject to (1) the City's receipt of the Required Fees and Documents (defined above); and (2) timely completion of all Conditions Precedent set forth Article II of the First Amendment and Article II of the Second Amendment SECTION 3: The City Manager, City Attorney, and City Secretary are hereby authorized, empowered, and directed to do and perform all such acts as may be necessary to execute, acknowledge, and deliver in the name of and on behalf of the City of Georgetown, Texas, this Resolution, the First Amendment, and the Second Amendment. SECTION 4: It is hereby officially found and determined that the meeting at which this Resolution was considered was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by the Texas Open Meetings Act, Chapter 551, Texas Government Code. SECTION 5: The Mayor (or Mayor Pro Tem) is hereby authorized to sign this Resolution and the City Secretary is authorized to attest. This Resolution shall become effective immediately upon its passage and shall prevail over conflicting provisions in prior Resolutions or City Council actions, if any. EXHIBIT LIST: Exhibit A — First Amendment to the Amended and Restated Consent Agreement Concerning the Water Oak Subdivision Exhibit B — Second Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision RESOLVED this aa�o day of erv1� 2017. THE CITY OFGEORGETOWN, TEXAS: S L'o Dale Ross, Mayor ATTEST: !1—� IjA V l Shelley Nowlin ty Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Resolution No. 1 Page 3 of 5 Regarding the First Amendment to Amended and Restated Consent Agreement and Second Amendment to Amended anRestated Development Agreement Concerning the Water Oak Subdivision Date:. "l 'au 1 aQ.ti I EXHIBIT A TO RESOLUTION First Amendment to the Amended and Restated Consent Agreement Concerning the Water Oak Subdivision (see attached) {00009548 / v2 / CMCNABB / GUS / GENERAL/ 9/20/2017) Exhibit A to Resolution No. 1 Regarding the First Amendment to Amended and Restated Consent Agreement and Second Amendment to Amended and Restated Development Agreement STATE OF TEXAS § FIRST AMENDMENT § TO THE AMENDED AND § RESTATED COUNTY OF WILLIAMSON § CONSENT AGREEMENT § CONCERNING THE CITY OF GEORGETOWN § WATER OAK SUBDIVISION THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED CONSENT AGREEMENT CONCERNING THE WATER OAK SUBDIVISION ("First Amendment") is entered into by and between the CITY OF GEORGETOWN, a home -rule municipality located in Williamson County, Texas (the "City"); LAREDO WO, LTD., a Texas limited partnership ("LWO"); ABG WATER OAK PARTNERS, LTD., a Texas limited partnership ("ABG"); WRR INTERESTS, LLC, a Texas limited liability company ("WRR"), and WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 25 (the "First District") (collectively, the "Parties" and individually a "Party"). I. RECITALS A. The City, LWO and the First District previously entered into that certain "Amended and Restated Consent Agreement" dated to be effective on January 11, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012006198 (the "Consent Agreement"), pertaining to creation of a minimum of two but no more than three municipal utility districts on approximately 1,354.48 acres of land, less the Parkland (as that term is defined in the Consent Agreement), referred to as "the Land" in the Consent Agreement, and also entered into that certain "Amended and Restated Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision)," dated to be effective on March 14, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012027884, which was amended by the "First Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision," dated to be effective on November 11, 2015, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016008515. B. During 2012 through 2014, LWO conveyed portions of the Land, approximately 157.219 acres situated north of the South San Gabriel River, to ABG via special warranty deeds recorded in the Official Public Records of Williamson County, Texas as Document Nos. 2012056676, 2013000524, 2013080600, 2013095985, 2014026474, and 2014071868, but expressly reserved and excepted from those conveyances all rights and obligations under the Consent Agreement. C. On or about June 6, 2016, LWO filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (In Re: Laredo WO, Ltd., Debtor, Case No. 16-51297-RBK, in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division) ("Chapter 11 Case"). D. By order dated October 14, 2016, in the Chapter 11 Case, the bankruptcy court approved that certain "Purchase and Sale Agreement between WRR INTERESTS, LLC, as Buyer, and LAREDO WO LTD., as Seller [Water Oak South]," pursuant to which LWO would convey to First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 1 of 19 WRR, or its successor or assigns, that portion of the Land situated south of the South San Gabriel River (as amended, the "Water Oak South Contract"), being approximately 1,060.018 acres as more particularly described on the attached Exhibit A-5 ("Water Oak South"). E. LWO desires to assign to ABG, and ABG consents to assume, certain rights and obligations in the Development Agreement, as amended by the Second Amendment, and in the Consent Agreement, as amended by this First Amendment, pertaining to Water Oak North, as well as other rights and obligations thereunder related to the Land. LWO also desires to assign to WRR, and WRR consents to assume, certain rights and obligations in the Consent Agreement, as amended by this First Amendment, and in the Development Agreement, as amended by the Second Amendment, pertaining to Water Oak South, as well as other rights and obligations thereunder related to the Land. F. WRR, LWO, and ABG have requested several modifications to the Consent Agreement in order to facilitate their transactions and clarify their rights and obligations after the proposed transactions. NOW THEREFORE, in consideration of the mutual covenants contained in this First Amendment, the Parties agree as follows: II. CONDITIONS PRECEDENT 2.01 General. The Parties agree that WRR does not have the financial capability to develop Water Oak South in accordance with the Development Agreement (defined in Article IV herein); therefore, this First Amendment shall not be effective unless and until all of the Conditions Precedents in this Article 11 are met. 2.02 Initial Conditions Precedent. This First Amendment shall automatically terminate and have no further force or effect if any one or more of the following items listed in subsections (a) through (e) below are not delivered to the City Manager at the address for notices to the City set forth in Section 8.01 of the Consent Agreement, as amended by this First Amendment on or before the date that is thirty (30) calendar days after the First Amendment Effective Date (defined in Article IV.B of this First Amendment), unless WRR exercises its right to extend the deadline for an additional thirty (30) day period as provided below: a. Certificate(s) of Status for Proposed Assignee. From the Texas Secretary of State, a valid "Certificate of Status" for the Proposed Assignee (defined in Article II, Section 2.05(b) of this First Amendment) must be provided. If the Proposed Assignee is not a Texas entity, the equivalent of the Texas Secretary of State's "Certificate of Status" is required from the state of the Proposed Assignee's formation or registration confirming the entity's existence and legal status, as well as the entity's current legal name and date of formation or registration, is also required. b. Assignment and Assumption Agreement. An Assignment and Assumption Agreement evidencing assignment of WRR's interests in the Development Agreement, as amended by the Second Amendment, and in the Consent Agreement, as amended by this First Amendment, to the Proposed Assignee, and the Proposed Assignee's assumption of WRR's interests in same. The Assi nment and Assumption Agreement shall be in the First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 2 of 19 form attached hereto as First Amended Exhibit J and contain the notarized signatures of duly authorized representatives of WRR and the Proposed Assignee. C. Resolution or Certificate of Author�y. A resolution or certificate of authority authorizing the Proposed Assignee to execute the Assignment and Assumption Agreement with WRR, and bind the Proposed Assignee to the terms of the Development Agreement, as amended by this Second Amendment, and to the Consent Agreement, as amended by this First Amendment to the Consent Agreement, and containing the same representations and warranties described in Section 5.03 of this First Amendment for WRR. d. Notice of Financin A Notice of Financing (herein so called) sworn to and executed by a representative of the Proposed Assignee stating that the Proposed Assignee has entered into an equity joint venture and/or a loan or credit agreement such that Proposed Assignee has the financial capability to perform its obligations under the Development Agreement, as amended by the Second Amendment, and the Consent Agreement, as amended by this First Amendment, and which provides development funding and/or financing upon terms typical for a phased, master planned residential project (not subject to any contingency or condition other than those typically associated with such loans or equity investments) (collectively, the "Financing Commitments"), which are collectively in principal amounts sufficient, together with other available funds committed by the Proposed Assignee, to pay at least SEVENTEEN MILLION FIVE HUNDRED THOUSAND US DOLLARS ($17,500,000) for the design, development, and construction of the Bridge (defined in the Development Agreement), the Water Transmission Line (defined in the Development Agreement), the sewer line to service Water Oak South Section B-1 and the phased development of Section B-1 of Water Oak South (including that section of Water Oak Parkway adjacent to Water Oak South Section B-1) (as those terms are defined in the Agreement and/or shown on the First Revised Exhibit B to the Agreement) and as required by the Agreement (defined in Article IV herein). The Notice of Financing must be accompanied by term sheets, loan or equity documents, or commitment letters detailing the terms and conditions of the Financing Commitments, and must be in substance satisfactory to the City Manager and the City's financial advisor. The City Manager, in consultation with the City's financial advisor, shall have the authority, in his sole and absolute discretion, to determine whether the Notice of Financing and/or the Financing Commitments are sufficient and acceptable to the City. e. Partial Assignment of Receivables. Signed and notarized copies of Partial Assignment of Receivables in favor of the City for the Master Development Fee (defined in the First Amendment) in the form attached as Exhibit K to the Consent Agreement executed by duly authorized representatives of ABG, LWO, and the Proposed Assignee. For each item listed in above in Article II, Subsections 2.02(a) — 2.02(e), of this First Amendment, the City shall have ten (10) business days from receipt of each item (if delivered separately) to review and approve such item. First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 3 of 19 WRR shall have the right, if necessary, to extend the thirty (30) day period for delivery of the items listed in Article II, Subsections 2.02(a) — 2.02(e), above, for an additional thirty (30) calendar day period by delivery of Notice to the City five (5) calendar days prior to the expiration of the initial thirty (30) day period. If all of the foregoing items listed in Article II, Subsections 2.02(a) — 2.02(e), above, are not delivered to the City Manager within sixty (60) days after the First Amendment Effective Date (defined in Article IV.B of this First Amendment), then the City shall have the right to terminate the Second Amendment to the Development Agreement and this First Amendment and said terminations shall be effective on the date Notice of such termination is delivered by the City to LWO, ABG and WRR. . 2.03 Additional Condition Precedent. This First Amendment shall automatically terminate and have no force or effect if WRR or Proposed Assignee does not deliver to the City on or before the date that is ten (10) days after the South Closing Date (defined in Article II, Section 2.05(a), of this First Amendment) a copy of the special warranty deed as recorded in the Official Public Records of Williamson County, Texas evidencing the Proposed Assignee's acquisition of Water Oak South. . 2.04 Effect of Non -Performance or Performance of Conditions Precedent. The failure of any one of LWO, ABG, or WRR to provide the documents required to be delivered to the City within the required timeframes as stated in Article II, Section 2.02, above, shall be deemed a failure of all of them and shall cause this First Amendment to the Consent Agreement and the Second Amendment to the Development Agreement to automatically terminate and have no force or effect on the applicable date as specified in this Article. Alternatively, if the documents described in Article II, Section 2.02, above, are delivered to the City within the timeframes specified therein, the City shall deliver this First Amendment to the Consent Agreement and the Second Amendment to the Development Agreement to the title company designated in writing by the Proposed Assignee to close the Sale of Water Oak South. The City shall instruct the title company to cause this First Amendment to the Consent Agreement and the Second Amendment to the Development Agreement to be recorded in the Official Public Records of Williamson County, Texas, at LWO's, ABG's, and WRR's expense concurrent with recordation of the documents evidencing the Proposed Assignee's acquisition of Water Oak South. 2.05 Definitions: a. South Closing Date. As used herein, the term "South Closing Date" shall mean not later than 5:00 PM CST on the date that is one hundred twenty (120) calendar days after the First Amendment Effective Date (defined in Article IV herein). b. Proposed Assignee. As used herein, the term "Proposed Assignee" means the legal entity to which WRR proposes to assign its interests in the Development Agreement, as amended by the Second Amendment and the Consent Agreement, as amended by this First Amendment. III. GENERAL INTENT AND CURRENT STATUS First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 4 of 19 3.01 General Intent. The general intent of the Parties is to make changes to the Bond Issuance provisions of the Consent Agreement as set forth in this First Amendment; revise the calculation pertaining to amount of the Master Development Fee; clarify that the City is the exclusive water and wastewater provider to the Land and that LWO, ABG, WRR, the First District and any Successor District have no right to provide water or wastewater service to the Land or any other land or to any customer wherever situated or however supplied; and to describe the other rights and obligations of LWO, ABG and WRR under the Consent Agreement, as amended by this First Amendment, in light of the changed circumstances generally described in Article I hereof pertaining to the bankruptcy filing by LWO and the proposed sale of Water Oak South to the Proposed Assignee. 3.02 Current Status. a. The Parties agree that, as of the First Amendment Effective Date (defined in Article IV herein), only the First District has been created on the Land, and that it has the boundaries shown on Exhibit L, attached hereto, to which the City Council consented on May 22, 2012. b. The Parties agree that the City de -annexed the City's Exclusion Tract (defined in the Consent Agreement) as required by Section 2.03 of the Consent Agreement by Ordinance No 2012-55 (September 11, 2012). C. The Parties agree that on May 22, 2012, the City Council consented to a request by the First District not to de -annex the District's Exclusion Tract (defined in the Consent Agreement) as originally required by Section 2.02(b) of the Consent Agreement (ref.: Minutes of the May 22, 2012 meeting of the City of Georgetown City Council, Agenda Item U). d. The City agrees that LWO has paid the Administrative Fee to the City as required by Section 2.05(b) of the Consent Agreement. e, LWO, ABG, and the First District represent and warrant that there are no outstanding bonds of the First District and that no Successor Districts have been created over any portion of the Land other than the First District. IV. AMENDMENTS TO CONSENT AGREEMENT Article I DEFINITIONS A. Section 1.01 of the Consent Agreement entitled "Definitions" pertaining to the definitions of "Agreement," "Amended and Restated Development Agreement," "Owner," "Developer," and "Effective Date," are hereby deleted in their entirety and replaced with the following: "Agreement" means the Consent Agreement (defined herein), as amended by the First Amendment (defined herein). First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 5 of 19 "Amended and Restated Development Agreement" and "Development Agreement" mean that certain "Amended and Restated Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision)," dated to be effective on March 14, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012027884, as amended by that certain First Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision, dated to be effective on November 11, 2016 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016008515, and by the Second Amendment (defined herein). "Owner" and/or "Developer" means and includes all of the following entities: LWO (defined herein), ABG (defined herein), and WRR (defined herein). "Effective Date" means January 11, 2012. B. Section 1.1 of the Consent Agreement entitled "Definitions" is hereby amended to add the following definitions: "ABG" means ABG Water Oak Partners, Ltd., a Texas limited partnership. "Consent Agreement" means that certain Amended and Restated Consent Agreement, dated to be effective on January 11, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012006198. "First Amendment" means the First Amendment to the Consent Agreement (defined herein) among the City, LWO (defined herein), ABG (defined herein), WRR (defined herein), and the Williamson County Municipal Utility District No. 25 amending the Consent Agreement (defined herein). "First Amendment Effective Date" means the latest date accompanying the signature of the Parties to the First Amendment. "Land" means that certain 1,354.715 acres of land described by metes and bounds on Exhibit A-1 and by sketch on Exhibit A-2, plus that certain 3.080 acres of land described on Exhibit A-3, save and except the Parkland (as that term is defined in the Development Agreement). "L WO" means Laredo WO, Ltd., a Texas limited partnership. "Second Amendment" means the Second Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision, by and between the City, LWO, ABG, WRR executed to be effective on even date herewith. "WRR" means WRR Interests, LLC, a Texas limited liability company. First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 6 of 19 Article II GENERAL C. Section 2.01 "General" is hereby amended to delete subsection (h)(1) in its entirety and replace it with the following: Section 2.01 General (h) Developer shall cause each Successor District to enter into an agreement with the City in substantially the same form as in this Agreement, and including the following limitations: (1) For purposes of Section 5.03(e), the latest Bond issuance date for the First District shall be the date that is fifteen (15) years after the date of the first Bond issuance by the First District, and the latest Bond issuance date for a Successor District shall be the date that is fifteen (15) years after the date of first Bond issuance by the Successor District; provided that the latest Bond issuance date for any district shall be the date that is twenty (20) years after the date of first issuance of Bonds by the First District (or by a Successor District, if a Successor District issues Bonds before the First District). D. Section 2.05 "Administrative Fee and Master Development Fee" amended to delete subsection 2.05(c) in its entirety and replace it with the following: Section 2.05 Administrative Fee and Master Development Fee. (c) A Master Development Fee equal to the difference between the updated Engineer's Cost Estimate (defined in the Second Amendment ) and the Bridge Contribution Payment (defined in the Second Amendment) shall be paid to the City out of net bond reimbursements to each Developer from the proceeds of the issuance of bonds by the First District and any Successor District at the rate of 10% of all net bond reimbursements received by any of the Developers from the First District and any Successor District in accordance with the formula attached hereto as Exhibit I Article IV WATER, WASTEWATER, AND OTHER SERVICES E. Section 4.01 of the Consent Agreement entitled "Water Services" is hereby deleted in its entirety and replaced with the following: First Amendment to Amended and Restated Consent Agreement Concerning'the Water Oak Subdivision/WCMUD 25 Page 7 of 19 Section 4.01. Water Services. The City shall be the exclusive water service provider to the Land, subject to construction by Developer of the improvements necessary to allow such service per the terms and conditions of the Development Agreement, acceptance of same by the City, and payment of impact fees. Retail customers of the First District and any Successor District receiving retail water service from the City shall pay the applicable water rates for customers located outside of the city limits. Developer, Owner, the First District, and the Successor Districts are all prohibited from providing retail and wholesale water services to connections on the Land or on any other property, or directly or indirectly to any customers. F. Section 4.02 of the Consent Agreement entitled "Wastewater Services" is hereby deleted in its entirety and replaced with the following: Section 4.02. Wastewater Services. The City shall be the exclusive wastewater service provider to the Land, subject to construction by Developer of the improvements necessary to allow such service per the terms and conditions of the Development Agreement, acceptance of same by the City, and payment of impact fees. Retail customers of the First District and any Successor District receiving retail wastewater service from the City shall pay the applicable water rates for customers located outside of the city limits. Developer, Owner, the First District, and the Successor Districts are all prohibited from providing retail and wholesale wastewater services to connections on the Land or on any other property, or directly or indirectly to any customers. Article V ISSUANCE OF BONDS; SETTING TAX RATES G. Subsections (a) and (e) of Section 5.03 of the Consent Agreement entitled "Bond Requirements" are hereby deleted in their entirety and replaced with the following: Section 5.03. Bond Requirements. The First District and any Successor District shall obtain all necessary authorizations for Bonds in accordance with this Agreement and with Section 13.10 of the City's Unified Development Code. To the extent of a conflict with Section 13.10 of the City's UDC, the terms of this Agreement shall control. All Bonds issued by the First District and any Successor District shall comply with the following requirements: (a) Maximum maturity of twenty five (25) years from the date of issuance for any one series of Bonds; and (b) no change (c) no change (d) no change (e) The latest Bond issuance date for the First District shall be the date that is fifteen (15) years after the date of the first Bond issuance by the First District, and the latest Bond issuance date for a Successor District shall be the date that is fifteen (15) years after the date of first Bond issuance by the Successor District; First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 8 of 19 provided that the latest Bond issuance date for any district shall be the date that is twenty (20) years after the date of first issuance of Bonds by the First District (or by a Successor District, if a Successor District issues Bonds before the First District). H. Section 5.11 of the Consent Agreement entitled "Reimbursement Agreements" is hereby deleted in its entirety and replaced with the following: Section 5.11. Reimbursement Agreements. The First District agrees not to issue Bonds on or after the date that is fifteen (15) years after the date of the first Bond issuance by the First District, and any Successor District agrees not to issue Bonds on or after the date that is fifteen (15) years after the date of first Bond issuance by the Successor District; and notwithstanding the foregoing, the First District and Successor Districts further agree that the latest Bond issuance date for any district in Water Oak shall be the date that is twenty (20) years after the date of first issuance of Bonds by the First District or by a Successor District if a Successor District issues Bonds before the First District, even though 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, and expressly and irrevocably waives any claims against the City for repayment of such indebtedness. Article VIII Miscellaneous Provisions I. Section 8.01 of the Consent Agreement entitled "Notice" is hereby deleted in its entirety and replaced with the following: Section 8.01 Notice. All notices, requests or other communications required or permitted by this Agreement shall be in writing and shall be sent by (i) by overnight courier or hand delivery, or (ii) certified mail, postage prepaid, return receipt requested, and addressed to the parties at the following addresses, or to such other address as a Party may from time to time designate by giving notice in writing to the other Parties: CITY: City of Georgetown 113E8tt'St Georgetown, Texas 78626 Attn: City Manager Phone: (512) 930-3652 AFTER 1/1/2019: 808 Martin Luther King Street Georgetown, Texas 78726 or P.O. Box 409 Georgetown, Texas 78627 Attn: City Manager First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 9 of 19 with copies to: City of Georgetown City Attorney P.O. Box 409 Georgetown, Texas 78627 Phone: (512) 930-8710 LWO: Laredo WO, Ltd. c/o Galo Properties 1175 W. Bitters Road, Suite 100 San Antonio, Texas 78216 Attn: A. Bradford Galo Phone: (210) 807-5104 with copies to: Law Office of Ronald W. Hagauer 1602 N. Loop 410, Suite L 1102 San Antonio, Texas 78248 Attn: Ron Hagauer Phone: (210) 479-3231 ABG: ABG Water Oak Partners, Ltd. c/o Galo Properties 1175 W. Bitters Road, Suite 100 San Antonio, Texas 78216 Attn: A. Bradford Galo Phone: (210) 807-5104 with copies to: Law Office of Ronald W. Hagauer 1602 N. Loop 410, Suite LL -102 San Antonio, Texas 78248 Attn: Ron Hagauer Phone: (210) 479-3231 ext. 3802 WRR: Mr. Randy Rollo c/o WRR Interests, LLC 4807 Spicewood Springs Road, Suite B-104 Austin, TX 78759 Phone: (512) 750-0896 with copies to: The Watson Firm 4925 Greenville Avenue, Suite 717 Dallas, Texas 75206 Attn: Monty Watson or Cathleen Chapman Phone: (214) 810-5914 First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 10 of 19 First District: Williamson County Municipal Utility District No. 25 c/o Allen Boone Humphries Robinson LLP 1108 Lavaca Street, Suite 510 Austin, Texas 78701 Attn: Ms. Jody Richardson Phone: (512) 518-2424 V. REPRESENTATIONS AND WARRANTIES 5.01 LWO's Representations and Warranties. LWO represents and warrants to the City that the following representations and warranties are true as of the date the First Amendment is executed by LWO: a. Due Organization and Ownership. LWO is a limited partnership validly existing under the laws of the State of Texas and is duly qualified to do business in the State of Texas; and that the person executing this First Amendment on behalf of LWO is authorized to enter into this First Amendment. b. Due Authority; No Conflict. LWO has all requisite power and authority to execute and deliver this First Amendment and to carry out its obligations hereunder and the transactions contemplated hereby. This First Amendment has been, and the documents contemplated hereby will be, duly executed and delivered by LWO and constitute LWO's legal, valid and binding obligations enforceable against LWO in accordance with their terms. The consummation by LWO of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of LWO, or any of the terms of any agreement or instrument to which LWO is a party, or by which LWO is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. C. Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of LWO in connection with the execution and delivery of this First Amendment or for the performance of the transactions herein contemplated by the respective Parties hereto. d. Litigation. To the best knowledge of LWO, there are no pending or, to the best knowledge of LWO, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might affect LWO's ability to consummate the transaction contemplated hereby, other than the Chapter 11 Case (defined above). e. Legal Proceedings. To the best knowledge of LWO, no preliminary or permanent injunction or other order, decree, or ruling issued by a governmental First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 11 of 19 entity, and no statute, rule, regulation, or executive order promulgated or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this First Amendment. f. Resolution or Certificate of Authority. Exhibit A attached hereto is a true and correct copy of the resolution or consent authorizing LWO to execute this First Amendment and bind LWO to the terms hereof. 5.02 ABG's Representations and Warranties. ABG represents and warrants to the City that the following representations and warranties are true as of the date the First Amendment is executed by ABG: a. Due Organization and Ownership. ABG is a limited liability partnership validly existing under the laws of the State of Texas and is duly qualified to do business in the State of Texas; and that the person executing this First Amendment on behalf of ABG is authorized to enter into this First Amendment. b. Due Authority; No Conflict. ABG has all requisite power and authority to execute and deliver this First Amendment and to carry out its obligations hereunder and the transactions contemplated hereby. This First Amendment has been, and the documents contemplated hereby will be, duly executed and delivered by ABG and constitute ABG's legal, valid and binding obligations enforceable against ABG in accordance with their terms. The consummation by ABG of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of ABG, or any of the terms of any agreement or instrument to which ABG is a party, or by which ABG is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. C. Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of ABG in connection with the execution and delivery of this First Amendment or for the performance of the transactions herein contemplated by the respective Parties hereto. d. Litigation. To the best knowledge of ABG, there are no pending or, to the best knowledge of ABG, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might affect ABG's ability to consummate the transaction contemplated hereby. C. Legal Proceedings. To the best knowledge of ABG, no preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 12 of 19 otherwise makes illegal the consummation of the transactions contemplated by this First Amendment. f, Resolution or Certificate of Authority. Exhibit B attached hereto is a true and correct copy of the resolution or consent authorizing ABG to execute this First Amendment and bind ABG to the terms hereof. 5.03 WRR's Representations and Warranties. WRR represents and warrants to the City that the following representations and warranties are true as of the date the First Amendment is executed by WRR: a. Due Organization and Ownership. WRR is a limited liability company validly existing under the laws of the State of Texas and is duly qualified to do business in the State of Texas; and that the person executing this First Amendment on behalf of WRR is authorized to enter into this First Amendment. b. Due Authority; No Conflict. WRR has all requisite power and authority to execute and deliver this First Amendment and to carry out its obligations hereunder and the transactions contemplated hereby. This First Amendment has been, and the documents contemplated hereby will be, duly executed and delivered by WRR and constitute WRR's legal, valid and binding obligations enforceable against WRR in accordance with their terms. The consummation by WRR of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of WRR, or any of the terms of any agreement or instrument to which WRR is a party, or by which WRR is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. C. Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of WRR in connection with the execution and delivery of this First Amendment or for the performance of the transactions herein contemplated by the respective Parties hereto. d. Litigation. To the actual knowledge of WRR, there are no pending or, to the actual knowledge of WRR, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might affect WRR's ability to consummate the transaction contemplated hereby. e. Legal Proceedings. To the actual knowledge of WRR, no preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this First Amendment. First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 13 of 19 f. Resolution or Certificate of Authority. Exhibit C attached hereto is a true and correct copy of the resolution or consent authorizing WRR to execute this First Amendment and bind WRR to the terms hereof. VI. MISCELLANEOUS 6.01 Defined Terms. Except as otherwise provided herein, other terms which are not defined in this First Amendment but which are delineated with initial capital letters and are defined in the Consent Agreement will have the same meanings in this First Amendment as in the Consent Agreement. 6.02 Effect on Consent Agreement. Except as amended by this First Amendment, all terms and conditions of the Consent Agreement shall remain in full force and effect. 6.03 Recitals. The Recitals set forth in Section I, above, are hereby found by all Parties to be true and correct and are incorporated herein and made part of this First Amendment_ 6.04 Multiple Counterparts. To facilitate execution, this First Amendment may be executed in any number of counterparts, and it will not be necessary that the signatures of all parties be contained on any one counterpart, and the signature pages from separate, individually executed counterparts may be combined to form multiple, fully executed counterparts. All executed counterparts of this First Amendment shall be deemed to be originals. 6.05. Exhibits to First Amendment. The following are Exhibits to the First Amendment and all exhibits are incorporated by reference into the First Amendment for all purposes as if set forth in full: Exhibit A Certificate of Authority - LWO Exhibit B Certificate of Authority - ABG Exhibit C Certificate of Authority — WRR 6.06 Exhibits to Consent Agreement. The Exhibit List for the Consent Agreement, as amended, is hereby revised to add exhibits as follows, and all exhibits are incorporated by reference into the Consent Agreement, as amended, for all purposes as if set forth in full: Exhibit A-1 The Land (metes and bounds) (not including the additional land shown on Exhibit A-3) Exhibit A-2 The Land (sketch) (not including the additional land shown on Exhibit A-3) Exhibit A-3 Additional 3.080 acres (portion of the Land consisting of segment of Parkway B) Exhibit A-4 Water Oak North Exhibit A-5 Water Oak South First Amended Exhibit J Assignment and Assumption Agreement Exhibit L First District Boundaries First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 14 of 19 CITY OF GEORGETOWN, TEXAS a Texas home rule municipality Dale Ross, Mayor ATTEST: an Shelley Nowling, City Secretary STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me, the undersigned authority, this day of , 2017, by Dale Ross, Mayor of CITY OF GEORGETOWN, a Texas home -rule municipal corporation, on behalf of said entity. Notary Public, State of Texas APPROVED AS TO FORM: Charlie McNabb, City Attorney First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 15 of 19 LAREDO WO, LTD., a Texas limited partnership By: ABG ENTERPRISES, LTD., a Texas limited partnership, its general partner By: GALO, INC., a Texas corporation, its general partner A. Bradford Galo, CEO STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on the day of 2017, by A. Bradford Galo, Chief Executive Officer of GALO, INC., a Texas corporation as general partner of ABG ENTERPRISES, LTD., a Texas limited partnership, as general partner of LAREDO WO, LTD., a Texas limited partnership on behalf of said corporation and limited partnerships. Notary Public. State of Texas First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 16 of 19 ABG WATER OAK PARTNERS, LTD., a Texas limited partnership By: GALO CONSTRUCTION, LLC, a Texas limited liability company, its general partner A. Bradford Galo Managing Member STATE OF TEXAS COUNTY OF BEXAR This instrument was acknowledged before me on the day of 2017, by A. BRADFORD GALO, Managing Member of Galo Construction, LLC a Texas limited liability company, general partner of ABG WATER OAK PARTNERS, LTD., a Texas limited partnership, on behalf of said limited liability company and limited partnership. Notary Public, State of Texas First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 17 of 19 WRR INTERESTS, LLC a Texas limited liability company Randy Rollo, Manager STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of , 2017, by Randy Rollo, as Manager of WRR Interests, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, State of Texas First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 18 of 19 WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 25 ("FIRST DISTRICT") go Printed Name: Title: Board President ATTEST: By: Printed Name: Title: THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this 20_, by , as day of and , as , of the Board of Directors of Williamson County Municipal Utility District No. 25, a political subdivision of the State of Texas, on behalf of said political subdivision. Notary Public, State of Texas First Amendment to Amended and Restated Consent Agreement Concerning the Water Oak Subdivision/WCMUD 25 Page 19 of 19 EXHIBIT B TO RESOLUTION Second Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision (see attached) 100009548 / v2 / CMCNABB / GUS / GENERAL / 9/20/2017}Exhibit B to Resolution No. 0 q -c)-Lf 1 - Regarding the First Amendment to Amended and Restated Consent Agreement and Second Amendment to Amended and Restated Development Agreement STATE OF TEXAS § SECOND AMENDMENT § TO THE AMENDED AND RESTATED COUNTY OF WILLIAMSON § DEVELOPMENT AGREEMENT § CONCERNING THE CITY OF GEORGETOWN § WATER OAK SUBDIVISION THIS "SECOND AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT CONCERNING THE WATER OAK SUBDIVISION" ("Second Amendment") is entered into by and between the CITY OF GEORGETOWN, a home -rule municipality located in Williamson County, Texas (the "City"); LAREDO WO, LTD., a Texas limited partnership ("LWO"); ABG WATER OAK PARTNERS, LTD., a Texas limited partnership ("ABG"); and WRR INTERESTS, LLC, a Texas limited liability company ("WRR") (collectively, the "Parties" and individually a "Party"). I. RECITALS A. The City and LWO previously entered into that certain "Amended and Restated Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision)," dated to be effective on March 14, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012027884 (the "Amended and Restated Agreement"), which was amended by the "First Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision," dated to be effective on November 11, 2015, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016008515 (the "First Amendment") (collectively, the Amended and Restated Agreement and First Amendment are referred to herein as the "Development Agreement"), and also entered into that certain "Amended and Restated Consent Agreement," dated to be effective on January 11, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012006198 ("Consent Agreement"), pertaining to approximately 1,354.715 acres of land, more or less, described more particularly in those agreements (the "Property") and known locally as the Water Oak Subdivision in Georgetown, Williamson County, Texas. B. During 2012 through 2014, LWO conveyed approximately 157.219 acres of the Property situated north of the South San Gabriel River to ABG via special warranty deeds recorded in the Official Public Records of Williamson County, Texas as Document Nos. 2012056676, 2013000524, 2013080600, 2013095985, 2014026474, and 2014071868, but expressly reserved and excepted from those conveyances all rights and obligations under the Development Agreement and the Consent Agreement. C. On or about June 6, 2016, LWO filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (In Re: Laredo WO, Ltd., Debtor, Case No. 16-51297-RBK, in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division) ("Chapter 11 Case"). D. By order dated October 14, 2016, in the Chapter 11 Case, the bankruptcy court approved that certain "Purchase and Sale Agreement between WRR INTERESTS, LLC, as Buyer, and Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Pagel of 43 LAREDO WO LTD., as Seller [Water Oak South]," pursuant to which LWO would convey to WRR, or its successor or assigns, that portion of the Property situated south of the South San Gabriel River (as amended, the "Water Oak South Contract"), being approximately 1,060.018 acres as more particularly described on the attached Exhibit A-5 ("Water Oak South"). E. LWO desires to assign to ABG, and ABG consents to assume, certain rights and obligations in the Development Agreement (as amended by this Second Amendment defined in Article IV herein) and the Consent Agreement (as amended by the First Amendment to the Consent Agreement, defined in Article IV herein) pertaining to Water Oak North, as well as other rights and obligations thereunder related to the Property. LWO also desires to assign to WRR, and WRR consents to assume, certain rights and obligations in the Development Agreement (as amended by this Second Amendment defined in Article IV herein) and the Consent Agreement (as amended by the First Amendment to the Consent Agreement, defined in Article IV herein) pertaining to Water Oak South, as well as other rights and obligations thereunder related to the Property. F. WRR, LWO, and ABG have requested several modifications to the Development Agreement in order to facilitate their transactions and clarify their rights and obligations after the proposed transactions. NOW THEREFORE, in consideration of the mutual covenants contained in this Second Amendment, the Parties agree as follows: II. CONDITIONS PRECEDENT 2.01 General. The Parties agree that WRR does not have the financial capability to develop Water Oak South in accordance with the Development Agreement, as amended by this Second Amendment; therefore, this Second Amendment shall not be effective unless and until all of the Conditions Precedents in this Article II are met. 2.02 Initial Conditions Precedent. This Second Amendment shall automatically terminate and have no further force or effect if any one or more of the following items listed in subsections (a) through (d) below are not delivered to the City Manager at the address for notices to the City set forth in Section 10.7 of the Development Agreement, as amended by this Second Amendment, on or before the date that is thirty (30) calendar days after the Second Amendment Effective Date (defined in Article IV.B of this Second Amendment), unless WRR exercises its right to extend the deadline for an additional thirty (30) day period as provided below: a. Certificate(s) of Status for Propased Assignee. From the Texas Secretary of State, a valid "Certificate of Status" for the Proposed Assignee (defined in Article II, Section 2.05(b) of this Second Amendment) must be provided. If the Proposed Assignee is not a Texas entity, the equivalent of the Texas Secretary of State's "Certificate of Status" is required from the state of the Proposed Assignee's formation or registration confirming the entity's existence and legal status, as well as the entity's current legal name and date of formation or registration, is also required. Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 2 of 43 b. Assignment and Assumption Agreement. An Assignment and Assumption Agreement evidencing assignment of WRR's interests in the Development Agreement, as amended by this Second Amendment, and in the Consent Agreement, as amended by the First Amendment to the Consent Agreement, to the Proposed Assignee, and the Proposed Assignee's assumption of WRR's interests in same. The Assignment and Assumption Agreement shall be in the form attached hereto as Exhibit V and contain the notarized signatures of duly authorized representatives of WRR and the Proposed Assignee. C. Resolution or Certificate of Authority. A resolution or certificate of authority authorizing the Proposed Assignee to execute the Assignment and Assumption Agreement with WRR, and bind the Proposed Assignee to the terms of the Development Agreement, as amended by this Second Amendment, and to the Consent Agreement, as amended by the First Amendment to the Consent Agreement, and containing the same representations and warranties described in Section 5.03 of this Second Amendment for WRR. d. Notice of Financing. A Notice of Financing (herein so called) sworn to and executed by a representative of the Proposed Assignee stating that the Proposed Assignee has entered into an equity joint venture and/or a loan or credit agreement such that Proposed Assignee has the financial capability to perform its obligations under the Development Agreement, as amended by this Second Amendment, and the Consent Agreement, as amended by the First Amendment thereto, and which provides development funding and/or financing upon terms typical for a phased, master planned residential project (not subject to any contingency or condition other than those typically associated with such loans or equity investments) (collectively, the "Financing Commitments"), which are collectively in principal amounts sufficient, together with other available funds committed by the Proposed Assignee, to pay at least SEVENTEEN MILLION FIVE HUNDRED THOUSAND US DOLLARS ($17,500,000) for the design, development, and construction of the Bridge (defined in the Development Agreement), the Water Transmission Line (defined in the Development Agreement), the sewer line to service Water Oak South Section B-1 and the phased development of Section B-1 of Water Oak South (including that section of Water Oak Parkway adjacent to Water Oak South Section B-1) (as those terms are defined in the Agreement and/or shown on the First Revised Exhibit B) and as required by the Agreement (defined in Article IV herein). The Notice of Financing must be accompanied by term sheets, loan or equity documents, or commitment letters detailing the terms and conditions of the Financing Commitments, and must be in substance satisfactory to the City Manager and the City's financial advisor. The City Manager, in consultation with the City's financial advisor, shall have the authority, in his sole and absolute discretion, to determine whether the Notice of Financing and/or the Financing Commitments are sufficient and acceptable to the City. Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 3 of 43 For each item listed in above in Article Il, Subsections 2.02(a) — 2.02(d), of this Second Amendment, the City shall have ten (10) business days from receipt of each item (if delivered separately) to review and approve such item. WRR shall have the right, if necessary, to extend the thirty (30) day period for delivery of the items listed in Article II, Subsections 2.02(a) — 2.02(d), above, for an additional thirty (30) calendar day period by delivery of Notice to the City five (5) calendar days prior to the expiration of the initial thirty (30) day period. If all of the foregoing items listed in Article Il, Subsections 2.02(a) — 2.02(d), above, are not delivered to the City Manager within sixty (60) days after the Second Amendment Effective Date (defined in Article IV.B of this Second Amendment), then the City shall have the right to terminate this Second Amendment and the First Amendment to the Consent Agreement and said terminations shall be effective on the date Notice of such termination is delivered by the City to LWO, ABG and WRR. . 2.03 Additional Condition Precedent. This Second Amendment shall automatically terminate and have no force or effect if WRR or Proposed Assignee does not deliver to the City on or before the date that is ten (10) days after the South Closing Date (defined in Article Il, Section 2.06(a), of this Second Amendment) a copy of the special warranty deed as recorded in the Official Public Records of Williamson County, Texas evidencing the Proposed Assignee's acquisition of Water Oak South. . 2.04 Effect of Non -Performance or Performance of Conditions Precedent. The failure of any one of LWO, ABG, or WRR to provide the documents required to be delivered to the City within the timeframes stated in Article II, Section 2.02, above, shall be deemed a failure of all of them and shall cause this Second Amendment to the Development Agreement and the First Amendment to the Consent Agreement to automatically terminate and have no force or effect on the applicable date as specified in this Article. Alternatively, if the documents described in Article II, Section 2.02, above, are delivered to the City within the timeframes specified therein, the City shall deliver this Second Amendment to the Development Agreement and the First Amendment to the Consent Agreement to the title company designated in writing by the Proposed Assignee to close the sale of Water Oak South. The City shall instruct the title company to cause this Second Amendment to the Development Agreement and the First Amendment to the Consent Agreement to be recorded in the Official Public Records of Williamson County, Texas, at LWO's, ABG's, and WRR's expense concurrent with recordation of the documents evidencing the Proposed Assignee's acquisition of Water Oak South. 2.05 Definitions Pertaining to Conditions Precedent a. South Closing Date. As used herein, the term "South Closing Date" shall mean the not later than 5:00 PM CST on the date that is one hundred twenty (120) calendar days after the Second Amendment Effective Date (defined in Article IV.B of this Second Amendment). b. Proposed Assignee. As used herein, the term "Proposed Assignee" means the legal entity to which WRR proposes to assign its interests in the Development Agreement, as amended by this Second Amendment, and the Consent Agreement, as amended by the First Amendment to the Consent Agreement. Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 4 of 43 III. STATEMENT OF INTENT REGARDING APPLICABILITY 3.01 General Intent. The general intent of the Parties is to describe the conditions under which this Second Amendment will become effective, and, if effective, to describe the rights and obligations of the Parties, both individually and collectively, under the Development Agreement, as amended by this Second Amendment, in light of the changed circumstances generally described in Article I hereof pertaining to the bankruptcy fling by LWO and the proposed sale of Water Oak South to the Proposed Assignee. 3.02 Applicability a. The references in Article III, Article IV, Article V, Article VI and Article VII of the Agreement to "Developer" shall mean and refer to LWO as to Water Oak North and WRR as to Water Oak South. b. The references in Article VIII, Article IX, and Article X of the Agreement to the term "Developer" shall mean and refer to LWO, ABG, and WRR, each individually. 3.03 Com liance with Agreement. In general, LWO and ABG shall retain all of Developer's right, title and interest in and to this Agreement, to the extent that the same relates to and concerns Water Oak North, and Proposed Assignee (as defined in Article II, Section 2.05(b) of this Second Amendment) shall have all of Developer's right, title and interest in and to this Agreement, to the extent that the same relates to and concerns Water Oak South. LWO, ABG, and WRR agree with one another and the City that they will comply with the terms of this Agreement as it relates to land owned by and the obligations of each of them, and will also comply with all of their other obligations to the City as set forth in this Agreement. IV. AMENDMENTS TO DEVELOPMENT AGREEMENT Amendments to Development Agreement's Article I, Definitions A. Section 1.1 of the Development Agreement entitled "Definitions" pertaining to the definitions of "Concept Plan," "Commercial Development Areas," "Developer," "Effective Date," and "Property" are hereby deleted in their entirety and replaced with the following: "Concept Plan" means the Concept Plan prepared by Stantec, dated August 17, 2017 attached hereto as First Revised Exhibit B. "Commercial Development Areas" means those areas of the Project developed for uses permitted within and according to the standards for the Local Commercial District (C-1), as adjusted in Section 3.2(b) of this Agreement. "Developer" means and includes all three of the following entities: LWO (defined herein), ABG defined herein and WRR (defined herein). Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 5 of 43 "Effective Date" means March 14, 2012. "Property" means that certain 1,354.715 acres of land consisting of both Water Oak North (defined herein) and Water Oak South (defined herein) described by metes and bounds on Exhibit A-1 and by sketch on Exhibit A-2, plus that certain 3.080 acres of land described on Exhibit A-3. B. Section 1.1 of the Development Agreement entitled "Definitions" is hereby amended to add the following definitions: "ABG" means ABG Water Oak Partners, Ltd., a Texas limited partnership. "Agreement" and "this Agreement" and "the Agreement" mean the Development Agreement (defined herein), as further amended by the Second Amendment (defined herein). "Barton Tributary Wastewater Line" means the sewer line commencing at the SSGI (defined in the Amended and Restated Agreement (defined in Article IV herein) and extending through Water Oak South (defined herein) to RR 2243 (Leander Road). "Bridge Contribution Payment" means the amount of money, if any, actually received by the City pursuant to Section 5.04 of that certain "Consent Agreement by and between the City of Georgetown, Texas, Zamin, L.P., and Williamson County Municipal Utility District No. 30," recorded in the Official Records of Williamson County as Document No. 2015001494, as said agreement may be amended from time to time by the parties thereto. "Consent Agreement" means the "Amended and Restated Consent Agreement" dated to be effective on January 11, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No. 2012006198. "First Amendment to the Consent Agreement" means the agreement dated to be effective on even date herewith among the City, LWO (defined herein), ABG (defined herein), WRR (defined herein), and Williamson County Municipal Utility District No. 25, amending the Consent Agreement, dated to be effective on even date herewith. "City Manager, " "City's Transportation Engineer, " "City's Parks Director, " "City's Planning Director, " "City's Systems Engineering Director", or "City's Finance Director" means the person who is acting in that capacity with the City at the time an action is needed under this Agreement. "Development Agreement" means, collectively, that certain "Amended and Restated Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision)," dated to be effective on March 14, 2012, and recorded in the Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 6 of 43 Official Public Records of Williamson County, Texas as Document No. 2012027884, as amended by that certain "First Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision," dated to be effective on November 11, 2015 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2016008515. "L WO/ABG" means both LWO and ABG, jointly. "L WO" means Laredo WO, Ltd., a Texas limited partnership. "Regional Trail" means the Americans with Disabilities Act (ADA) accessible hike and bike trail and the associated low water crossing and other appurtenances to be constructed within the Parkland extending from the eastern boundary of the Property to the western boundary of the Property, crossing the South San Gabriel River in the location generally shown on Exhibit G-2, meeting the specifications set for on Exhibit G-3, and located generally along or within the City's SSGI (defined in the Development Agreement) easement, all as further detailed in Section 3.3(a)(1)(ii) of this Agreement. "Second Amendment Effective Date" means the latest date accompanying the signature lines on the Second Amendment (defined herein). "Second Amendment" means the Second Amendment to the Amended and Restated Development Agreement Concerning the Water Oak Subdivision, by and between the City, LWO, ABG and WRR. "Water Oak Parkway" means the Roadway meeting the specifications set forth on Exhibit E-1 (attached hereto) extending from SH 29 to RR 2243 through the Property. "Water Oak North" means that portion of the Property located north of the South San Gabriel River and generally shown by sketch on Exhibit A-4 attached hereto. "Water Oak South" means that portion of the Property located south of the South San Gabriel River and more particularly described by sketch and metes and bounds on Exhibit A-5 attached hereto. "WRR" means WRR Interests, LLC, a Texas limited liability company. Amendments to Development Agreement's Article II, Land Use Plan/Compliance with UDC/General Project Standards C. Section 2.1 of the Development Agreement entitled "De -Annexation of Exclusion Tract" is hereby deleted in its entirety and replaced with the following: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 7 of 43 Section 2.1 De -Annexation of Exclusion Tract. The Parties acknowledge and agree the Exclusion Tract has been dis-annexed by the City via Ordinance No. 2012-55 and is no longer within the corporate boundaries of the City. D. Section 2.2 of the Development Agreement entitled "Land Use Plan" is hereby deleted in its entirety and replaced with the following: Section 2.2 Concept Plan. The City hereby approves the Concept Plan attached hereto as First Revised Exhibit B; on and after the Second Amendment Effective Date (defined in Article IV.B of the Second Amendment), the original Exhibit B shall have no further force or effect. The City acknowledges that the Concept Plan attached hereto as the First Revised Exhibit B complies with the City's Comprehensive Plan, and approves the land uses, densities, and roadway alignments and sizings shown on the Concept Plan attached hereto as the First Revised Exhibit B. All development within the Property shall comply with the Concept Plan attached hereto as the First Revised Exhibit B, the applicable City ordinances, the UDC (as modified by this Agreement), and the terms of this Agreement. E. Section 2.3 of the Development Agreement entitled "Amendments to Land Use Plan" is hereby deleted in its entirety and replaced with the following: Section 2.3 Amendments to the Concept Plan. (a) General. Due to the fact that the Property comprises a significant area and its development will occur in phases over a number of years, modifications to the approved Concept Plan may be desirable due to changes in market conditions or other factors. Developer may request amendments to the Concept Plan, which shall be processed as set forth in this Section. (b) Minor Amendments. l . Water Oak North. Changes to that portion of the Concept Plan that are (i) solely within Water Oak North and not within Water Oak South, and (ii) (1) necessary to align the Roadway Network or Trail Network as said network exists within Water Oak North and outside of any Parkland; or (2) changes in the size of any Residential Development Areas or Commercial Development Areas within Water Oak North less than 20%, shall be considered Minor Modifications to the Concept Plan and may be approved administratively by LWO, ABG, and the City's Planning Director. WRR hereby waives and relinquishes any rights set forth in this Agreement or elsewhere, to approve the changes to the Concept Plan of the nature described in the foregoing sentence. 2. Water Oak South. In addition to the changes referenced in subsection (b)(3), below, changes to that portion of the Concept Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 8 of 43 Plan that are (i) solely within Water Oak South and not within Water Oak North, and (ii) (1) necessary to align the Roadway Network or Trail Network as said network exists within Water Oak South and outside of any Parkland; or (2) changes in the size of any Residential Development Areas or Commercial Development Areas within Water Oak South less than 20%, shall be considered Minor Modifications to the Concept Plan and may be approved administratively by WRR and the City's Planning Director. LWO and ABG hereby waive and relinquish any rights set forth in this Agreement or elsewhere, to approve the changes to the Concept Plan of the nature described in the foregoing sentence. 3. Water Oak Parkway. City and WRR acknowledge and agree that any changes to the geometry (curve) of that portion of Water Oak Parkway within Water Oak South which are required to meet current Williamson County requirements shall be Minor Modifications. (c) Any changes to the Concept Plan not described in Section 2.3(b) of this Agreement, including but not limited to changes that would alter the specifications, location, or timing of construction of Water Oak Parkway, the Bridge, or the Water Transmission Line; allocations of Open Space, water capacity interests, wastewater capacity interests; the aggregate number of acres of Parkland, Preserved Open Space, or Programmed Open Space; the size or general location of the Parkland; the size of any Commercial Development Areas by 20% or more; the size of any Residential Development Areas by 20% or more, the size or location of the Civic Areas; and all other changes that are not Minor Modifications under Section 2.3(b) of this Agreement, shall be considered Major Modifications. Major Modifications to the Concept Plan require an amendment to this Agreement, and must be approved by all Parties and the City Council. (d) After approval in accordance with in this Section 2.3, all Minor Modifications and Major Modifications to the Concept Plan shall be recorded by the City at the requesting Party's expense in the Official Public Records of Williamson County and thereafter all references in this Agreement to the Concept Plan attached hereto as First Revised Exhibit B shall refer to the then most current approved and recorded Concept Plan(s). F. Section 2.4 of the Development Agreement entitled "Compliance with the UDC and Title 15 of the City's Code of Ordinances" is hereby deleted in its entirety and replaced with the following: Section 2.4 Compliance with the UDC and the City's Code of Ordinances. (a) General. Except as specifically adjusted or modified by this Agreement, the Property shall be developed in compliance with the UDC, as the UDC was in effect as of June 1, 2011, and with Title 15 of the City Code of Ordinances, as Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 9 of 43 Title 15 may be amended from time to time, as if the Property was in the city limits. In the event of any inconsistency between the terms of this Agreement and the UDC, the terms of this Agreement shall prevail. In the event of any inconsistency between the terms of this Agreement and Title 15 of the City's Code of Ordinances, the provisions of Title 15 of the City's Code of Ordinances shall prevail. (b) Water Oak North. 1. To achieve compliance with Section D107.1 of the 2012 International Fire Code (requiring more than one fire access road), not later than January 1, 2019, LWO/ABG shall complete construction, and cause final acceptance for maintenance pursuant to Section 2.11 of this Agreement to occur, of such Roadway(s) necessary to connect Water Oak Parkway to the westernmost boundary of the Property at the point where there is a street or a planned street in the adjacent subdivision that can provide a second way in and out of Water Oak North (the "Access Connection"). At the present time, it is contemplated that the Access Connection will be provided via a segment of "Leaning Oak Lane" and "Prairie Oaks Drive," the locations of which are shown on the attached Exhibit Q. (The plat excerpt attached hereto as Ex ii i bi t Q has not been approved by the City and its attachment hereto as an exhibit to this Agreement is for illustrative purposes only and does not constitute plat approval.) On and after January 1, 2019, in addition to the other remedies available to the City under Section 10.16 of this Agreement, the City shall not be required to process or approve any development applications, building and other permits, authorizations or any other approvals pertaining to Water Oak North unless and until LWO/ABG provides written notice to the City (together with supporting documentation from Williamson County) that the Roadways comprising the Access Connection have been completed and accepted for maintenance by Williamson County as required by this Section. 2. In addition, the Residential Fire Flow Requirements attached hereto as Exhibit R shall apply to development in Water Oak North. (c) Water Oak South. All provisions in the 2012 International Fire Code, as modified by Chapter 8.04 of the City Code of Ordinances (as the same may be revised by the City from time to time), as well as the Residential Fire Flow Requirements attached hereto as Exhibit R shall apply to development in Water Oak South. G. Section 2.5 of the Development Agreement entitled "Platting" is hereby deleted in its entirety and replaced with the following: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 10 of 43 Section 2.5 Platting (a)(1) The Parties acknowledge and agree that the following six (6) final plats pertaining to Water Oak North have been filed of record in the Official Public Records of Williamson County, Texas as of the Second Amendment Effective Date (defined in Article IV.B of the Second Amendment): 1. Final Plat for Water Oak North Section 1 (aka Section 1 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No. 2013033404 in the Official Public Records of Williamson County, Texas 2. Final Plat for Water Oak North Section 2 and 3, Phase 1 (aka Section 2 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No. 2014100976 in the Official Public Records of Williamson County, Texas 3. Final Plat for Water Oak North Replat of Lot 1 and Lot 3, Block C, Water Oak North Section 1 (aka Section 1 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No. 2015074069 in the Official Public Records of Williamson County, Texas 4. Final Plat for Water Oak North Section 2 and 3, Phase 2 (aka Section 3 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No. 2016002406 in the Official Public Records of Williamson County, Texas 5. Final Plat for Water Oak North Section 2 and 3, Phase 4 (aka Section 3 as shown on the Concept Plan attached hereto as First Revised_ Exhibit B), recorded as Document No. 2016002544 in the Official Public Records of Williamson County, Texas 6. Final Plat for Water Oak North Section 2 and 3, Phase 3 (aka Section 3 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No. 2016002567 in the Official Public Records of Williamson County, Texas (a)(2) The Parties acknowledge and agree that as of the Second Amendment Effective Date (defined in Article IV.B of the Second Amendment) the following additional applications have been submitted to the City, and that they have the status noted below: 1. PP 2013-001 — Preliminary Plat for Water Oak South Section 1. EXPIRES JULY 22, 2019. Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 11 of 43 2. PP 2014-002 — Preliminary Plat for Water Oak North Section 4. EXPIRED JUNE 17, 2016. 3. FP -2015-024 — Final Plat for Water Oak North Section 4, Phase IA. EXPIRED JUNE 17, 2016 with PP 2014-002. 4. FP 2015-025 - Final Plat for Water Oak North Section 4, Phase 1B. EXPIRED JUNE 17, 2016 with PP 2014-002. 5. FP 2016-011 — Final Plat for Water Oak North, Section 4, Phase 2. EXPIRED JUNE 17, 2016 with PP 2014-002 6. PFP-2015-001 — Application for Final Plat for Water Oak North Amenity Center. Submitted to the City on February 10, 2015, and currently under review. 7. FP -2017-028 — Application for Final Plat for Water Oak Retail Center (Replat). Submitted to the City on April 20, 2017, and currently under review. 8. Construction Plans for Barton Tributary Wastewater Line currently under review. (b) Reserved (not used) (c) In addition to the requirements specified elsewhere in this Agreement pertaining to plats, the provisions of Sections 2.4 and 4.3(b) of this Agreement shall also apply. (d) A plat that is solely for the purposes of electing District representatives, recording easements or right-of-way dedications, dedications for Civic Uses, or similar areas will not be counted toward the preliminary plat limitations, and will not be considered as a phase of the preliminary plat for the purposes of extending the expiration date of a preliminary plat. (e) The plat expiration deadlines set forth Section 3.08 of the UDC shall apply. (f) (i) The Parties acknowledge that the Concept Plan attached hereto as First Revised Exhibit B for the entire Property (including both Water Oak North and Water Oak South) includes all elements required by Section 2.5(f)(ii)-(v) of the Agreement, and is hereby approved by all Parties. All references in this Agreement to the Concept Plan and the Land Use Plan shall mean and refer to the Concept Plan attached hereto as First Revised Exhibit B. (ii) The Concept Plan must be for the entire Property (on both the north and south sides of the River) and clearly depict the following: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 12 of 43 1. the boundaries of all Residential Development Areas, Commercial Development Areas, Civic Areas, Parkland, Preserved Open Space, and Programmed Open Space; 2. the general alignment of all Parkways and Boulevards; 3. all roadway connections to adjoining properties (whether such connections are Parkways, Boulevards or Residential Streets); 4. the general location of the Bridge; 5. the general location of the School Tract(s); 6. the general location of the Fire Station Tract(s); 7. the general location of the Trail Network; 8. the general location of the Water Transmission Line; 9. the Phasing Plan (conforming to the requirements of subsection Section 2.5(f)(iii), below) 10. the proposed Build -Out Schedule for completion of the Project on the Property (conforming to the requirements of Section 2.5(f)(iv), below). (iii) The Phasing Plan must provide for development of the Property in an orderly and sequential fashion, with each phase contiguous to a prior phase, each plat contiguous to a prior -approved plat, and each Roadway Type contiguous to an identical prior -platted Roadway Type. The contiguous platting requirement may also be achieved by including the portion of Water Oak Parkway or other Parkway or Boulevard that connects both plats. Notwithstanding the generality of the foregoing, the Phasing Plan may provide for commencement of development of the Project on the south side of the River prior to completion of development of the Project on the north side of the River, but only if all phases of development south of the River are contiguous to a prior -approved plat south of the River, each Roadway Type south of the River is contiguous to a prior -platted Roadway Type south of the River, etc. (iv) The Build -Out Schedule must provide for completion of the Project on the Property within twenty (20) years after the Effective Date (defined in Article IV herein). The Build -Out Schedule must also show the number of water and wastewater Service Units associated with each phase of the Phasing Plan, which shall not exceed the limits established in this Agreement. (v) All proposed amendments to the Concept Plan shall be submitted to the City's Planning Director and shall be processed in accordance with Section 2.3 of this Agreement. H. Section 2.6 of the Development Agreement entitled "Impervious Cover Limitation" is hereby deleted in its entirety and replaced with the following: Section 2.6 Impervious Cover Limitation. The impervious cover limits for Residential Lots on the Property shall be as provided on Exhibit H. The impervious cover limits for Commercial Lots on the Property shall be as provided on Exlilbit J. Notwithstanding the above, the amount of impervious cover Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 13 of 43 constructed within Water Oak North shall not exceed 50% based on gross site acreage of Water Oak North, and the amount of impervious cover constructed within Water Oak South shall not exceed 50% based on gross site acreage of Water Oak South. I. Section 2.7(b) of the Development Agreement entitled "Fire Stations" is hereby deleted in its entirety and replaced with the following: Section 2.7 Dedications for Civic Uses (b) Fire Stations. (1) Water Oak North. Not later than sixty (60) calendar days after receipt of written request from the City Manager, LWO shall convey to the City that certain 2.50 acre tract of land identified as Lot 2, Block G, Water Oak North Section 1 ("Fire Station Lot"'), as further described and shown on the Final Plats filed of record in the Official Records of Williamson County, Texas as Document No. 20130334404 and Document No. 2015074069. LWO hereby agrees to convey the Fire Station Lot to the City for a purchase price of FIVE U.S. DOLLARS ($5.00) per square foot in the Fire Station Lot, and agrees that conveyance will be by special warranty deed, free of all liens and encumbrances, and accompanied by a title commitment having only those standard pre-printed exceptions that are part of the promulgated form of Texas title insurance policies and exceptions acceptable to the City Attorney, in the City Attorney's sole discretion. The recording costs and preparation of conveyance documents and the title commitment and policy required by this Section shall be at no cost to the City, such costs being the responsibility of LWO. (2) Water Oak South. Upon the earlier of the date that is (x) sixty (60) calendar days after receipt of written request from the City Manager, or (y) sixty (60) calendar days after the occurrence of a Bridge Event of Default described in Section 2.8.(c)(10) of this Agreement pertaining to the Bridge, WRR shall convey to the City at least 2.50 acres of land in the general location shown on the Concept Plan (First Revised Exhibit B) marked as "Potential Fire Station Site" abutting Ranch Road 2243. Said conveyance shall be at no cost to the City, by special warranty deed, free of all liens and encumbrances, accompanied by a title commitment having only those standard pre-printed exceptions that are part of the promulgated form of Texas title insurance policies and exceptions acceptable to the City Attorney, in the City Attorney's sole discretion. The recording costs and preparation of conveyance documents and the title commitment and policy required by this Section shall be at no cost to the City, such costs being the responsibility of WRR. Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 14 of 43 J. Section 2.8(b) of the Development Agreement entitled "Roadway Types and Design" and Exhibit E attached to the Development Agreement are hereby deleted in their entirety and replaced with the following: Section 2.8 Roadways/Bridge/Trails (b) Roadway Tl' es and Designs. The Roadways in the Project shall consist of the following Roadway Types: Parkway (Exhibit E-1), Boulevard (Exhibit E- 2), and Residential Streets (Exhibit E-3, Exhibit E-4 and Exhibit E-5]. The requirements for each of the Roadway Types are attached hereto. K. Section 2.8(c) of the Development Agreement entitled "Roadways/Bridges/Trails" is hereby deleted in its entirety and replaced with the following: Section 2.8 Roadways/Bridge/Trails (c) Bridge. (1) Schedule. WRR shall design and construct, or cause the design and construction of, the Bridge and shall exercise reasonable diligence to assure the substantial completion of the Bridge, in accordance with the following schedule: (A) Updated Environmental Site Assessment and all environmental approvals — not later than the deadline set forth in Section 2.8(c)(1)(B), below. (B) Execution of Bridge Design Contract — no later than the date that is thirty (30) calendar days after the date that the 30011 building permit is issued by the City for development within the Property. (C) Approvable Bridge Plans (defined below) and Engineer's Cost Estimate (defined below) Submitted to the City — no later than 180 calendar days after execution of the Bridge design contract. In order to ensure that the Engineer's Cost Estimate is current (and that the Initial Bridge Fiscal Security is also current), WRR shall cause the Engineer's Cost Estimate to be updated and resubmitted to the City to reflect the Engineer's Cost Estimate that is current as of a date that is not earlier than thirty (30) days before the City -approved Bridge Plans are advertised by WRR for bid to qualified construction contractors to construct the Bridge. (D) Posting of Initial Bridge Fiscal Security — no later than the date that is twenty (20) calendar days after the date that the 500th building permit is issued by the City for development within the Property. (E) Issuance of Notice to Proceed for Commencement of Construction — no later than the date that is thirty (30) calendar days after the date that Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 15 of 43 the 50011 building permit is issued by the City for development within the Property. (F) Substantial Completion — no later than the date that is 24 months after the date of issuance of the Notice to Proceed. The City shall track the number of building permits issued for development within the Property and shall promptly make such information available to WRR upon request. In addition, WRR shall promptly provide the City with an affidavit stating that it has provided the City with an updated Engineer's Cost Estimate that is current as of as of a date that is not earlier than thirty (30) days before the City - approved Bridge Plans are advertised by WRR for bid to qualified construction contractors to construct the Bridge, executed a contract for the Bridge design (including the date of such contract), a copy of the Notice to Proceed, and a copy of the engineer's certification that construction is substantially complete. LWO and ABG have granted the City a Roadway, Utility, Drainage Easement granting a 135 foot easement to the City for construction of the Bridge and the portion of Water Oak Parkway located in Water Oak North. Upon approval of the Bridge Plans (defined below) the width of the easement may be adjusted to allow for construction of the Bridge and the Roadway. (2) Design. (A) WRR agrees to arrange for a registered professional engineer licensed in the State of Texas to prepare and seal the drawings, plans and specifications for the design, construction and installation of the Bridge (the "Bridge Plans"). The Bridge Plans must be consistent with the specifications for Water Oak Parkway shown on Exhibit E-1 of this Agreement (i.e., 4 -lane Parkway), and include a sidewalk on one side of the Bridge consistent with the requirements of Section 2.10 of this Agreement, and be sufficiently detailed to be included with final bid documents. WRR also agrees to arrange for a registered professional engineer licensed in the State of Texas to prepare and seal an estimate of costs for the construction and installation of the Bridge in accordance with the Bridge Plans (the "Engineer's Cost Estimate"). WRR shall deliver drafts of the Bridge Plans and the Engineer's Cost Estimate to the City no later than the date described in Section 2.8(c)(1)(C) of this Agreement. The City shall promptly provide comments on the original draft and any subsequent drafts after receipt thereof, which approval shall not be unreasonably withheld, conditioned or delayed. If the City disapproves any drafts, the foregoing process shall be repeated until the Bridge Plans are approved. (B)(i) The Bridge Plans shall be prepared in accordance with the guidelines set forth in the following Texas Department of Transportation (TxDOT) manuals (or most current versions), including, without limitation, environmental protection requirements such as erosion controls and site restoration, and the following: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 16 of 43 1. TxDOT Bridge Project Development Manual, September 2016 2. TxDOT LRFD Bridge Design Manual, October 2015 3. TxDOT Geotechnical Manual, December 2012 4. TxDOT Bridge Railing Manual, July 2016 5. TxDOT Standard Specification for Construction and Maintenance of Highways, Streets and Bridges, November 2014 6. TxDOT Bridge Detailing Manual, September 2016 and 7. Other policies and procedures as specified by the City or TxDOT. (ii) As the Bridge is to be located within the Edwards Aquifer Contributing Zone (EACZ), WRR shall prepare, or cause to be prepared, a Water Pollution Prevention Plan (WPAP), which shall be submitted to and approved by the TCEQ prior to commencement of construction. A Storm Water Pollution Prevention Plan (SW3P), geologic assessment and water quality calculations shall also be submitted to the TCEQ for approval. The Bridge Plans shall be in compliance with the updated Edwards Aquifer Technical Guidance Manual on Best Management Practices, RG - 348 (2005) (or most current version). Copies of the WPAP and the SW3P must be submitted to the City simultaneously with submittal to the TCEQ. (iii) WRR shall submit, or cause to be submitted, a Notice of Intent (NOI) to the TCEQ at least 48 hours prior to the commencement of construction, to obtain coverage, on behalf of the City of Georgetown, under Texas Pollutant Discharge Elimination System (TPDES) Construction General Permit TXR 150000 by the TCEQ. A copy of the NOI shall be provided to the City and the SW3P shall be incorporated into the construction plans. (3) Bidding. dding. WRR shall competitively bid the construction of the Bridge based on the City -approved Bridge Plans following all state and City rules pertaining to such bidding that are or would be applicable to the City. (4) Construction Contract and Change Orders. WRR shall enter into a contract for the construction of the Bridge in accordance with the terms and conditions of this Agreement and with the approved Bridge Plans. Any and all change orders exceeding $50,000 must be jointly agreed by the City and WRR. If WRR allows work to commence on any change order exceeding $50,000 without receiving City approval, any costs incurred on that change order that are not approved by the City are not eligible for reimbursement from the Master Development Fee account. The City shall have the right at any time to inspect the construction of the Bridge. (5) Initial Payment and Right to Reimbursement. WRR shall initially pay all costs associated with the design and construction of the Bridge. WRR shall make timely payment for all aspects of properly performed engineering, design, and construction work (including inspection fees) and for all materials and services related to the Bridge in- accordance with the applicable contracts for such Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 17 of 43 work. The City will reimburse WRR for actual, eligible costs directly related to construction of the Bridge from the Master Development Fee funds (defined and described in the First Amendment to the Consent Agreement) and from the Bridge Contribution Payment (defined in the Second Amendment), and from no other sources, up to the total amount of the actual Bridge construction costs subject to the other terms and conditions of the Development Agreement, as amended. If the cumulative amount of the funds in the Master Development Fee account plus the Bridge Contribution Payment exceeds the actual reimbursable construction costs of the Bridge, the City will refund the excess amount to WRR (i) after the City receives a written letter of acceptance from Williamson County confirming that it has performed all final inspections and accepted the Bridge for maintenance, and (ii) after WRR notifies the City that it has remitted all outstanding reimbursement requests and provided the City with evidence that the general contractor and all sub -contractors have been paid in full, including lien releases. In no event shall the amount of the cost reimbursement available to WRR exceed the sum of the amount actually deposited in the Master Development Fee account pursuant to the Consent Agreement and any Bridge Contribution Payments (defined in Article IV herein) actually received by the City from other Developers. The City shall have no obligation to reimburse WRR or to otherwise pay for any work related to the Bridge out of any other funds, or for any amounts in excess or not directly related to the actual construction cost of the Bridge. Any costs related to the Bridge in excess of the sum of the Master Development Fee account balance and any Bridge Contribution Payments received by the City shall be borne solely by WRR. (6) Reimbursement Reguests. Except as otherwise stated herein, WRR may make a request for reimbursement ("Reimbursement Request") from the Master Development Fee account for work completed on the Bridge. WRR shall not submit a Reimbursement Request more frequently than once every ninety (90) calendar days. In order to process reimbursement requests, WRR shall provide the City with information necessary to process a check request, including, but not limited to, a completed IRS Form W9 (Request for Taxpayer Identification Number and Certification) and the City's Vendor Application Form. Each Reimbursement Request shall be submitted to the City's Systems Engineering Director, and shall be accompanied by documentation which clearly describes the completed work on the Bridge for which reimbursement is sought, and evidence of payment or lien waivers for same from all contractors, subcontractors, and suppliers. The Reimbursement Request shall include all information and documents in WRR's possession or under its control as may be reasonably required by the City for proper review and processing of the Reimbursement Request, as well as an updated Engineer's Cost Estimate for the remaining work. The City shall promptly review each Reimbursement Request and respond to WRR within thirty (30) calendar days after receipt thereof. If the City determines that the Reimbursement Request correctly states the amount owing to WRR, the City shall respond by providing WRR with written notice of approval of the Reimbursement Request, and shall remit the approved amount to WRR within thirty (30) calendar days after the date of the notice of approval. If the Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 18 of 43 City determines that the Reimbursement Request does not correctly state the amount owing to WRR, the City provide a written notice of discrepancy to WRR, which notice shall include all supporting documentation upon which the notice of discrepancy is based. The City and WRR shall work diligently and in good faith to resolve the discrepancy. Either party may refer the matter to the City Manager for resolution of the dispute. Failure of the City to respond to a Reimbursement Request within thirty (30) calendar days shall not be construed as approval by the City of the Reimbursement Request. During the existence of a Bridge Event of Default, or if WRR is otherwise in default or not in compliance with any provision of this Agreement, the City shall have no obligation to process or pay any Reimbursement Request. (7) Fiscal Security. WRR shall post and maintain an irrevocable letter of credit in favor of the City issued by an issuer acceptable to the City's Finance Director in the amount of 110% of the most current Engineer's Cost Estimate less any amounts actually deposited in the Master Development Fee account and any Bridge Contribution Payments received by the City (the "Bridge Fiscal Security"). The Bridge Fiscal Security shall be issued by an issuer having a rating equivalent to the City's minimum acceptable rating established under the City's financial institution rating system then in effect. WRR agrees to post such Bridge Fiscal Security before 5:00 PM CST on the date specified in Section 2.8(c)(1)(D) of this Agreement (and based on an updated Engineer's Cost Estimate approved by the City), and to maintain such Bridge Fiscal Security until Williamson County accepts the Bridge. The form of the Bridge Fiscal Security shall be substantially in the form attached hereto as Exhibit P. (8) Reduction in Bridge_Fscal Security. WRR may request from time to time as work is completed, that the amount of the Bridge Fiscal Security be reduced, but the City shall have no obligation to grant any requests for reduction of the Bridge Fiscal Security. The remaining balance of the Bridge Fiscal Security, if any, shall be released and returned to WRR promptly after completion and the acceptance by Williamson County of the Bridge. (9) Increase in Bridge Fiscal Security. If at any time after posting of the initial Bridge Fiscal Security, the sum of the amount of the Bridge Fiscal Security, the amount actually deposited in the Master Development Fee account, and any Bridge Contribution Payments received by the City becomes less than the most current Engineer's Cost Estimate plus any approved change orders, the City shall so advise WRR in writing, and WRR must remit, within thirty (30) days the date of the City's request, additional or replacement Bridge Fiscal Security in the amount of 110% of the most current Engineer's Cost Estimate less the amount actually deposited in the Master Development Fee account and any Bridge Contribution Payments received by the City. (10) Bridge Events of Default. WRR shall be in default of this Section 2.8 upon the occurrence of one or more of the following events (each, a "Bridge Event of Default") and WRR's failure to cure same within fifteen (15) calendar Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 19 of 43 days after such occurrence: (A) WRR fails to perform the environmental site assessment and to secure the required environmental approvals before the date set forth in Section 2.8(c)(1)(A) of this Agreement; or (B) WRR fails to execute the Bridge design contract before the date set forth in Section 2.8(c)(1)(B) of this Agreement; or (B) WRR fails to submit approvable Bridge Plans or Engineer's Cost Estimate before the date set forth in Section 2.8(c)(1)(C) of this Agreement; or (C) WRR fails to issue the Notice to Proceed for commencement of construction of the Bridge before the date set forth in Section 2.8(c)(1)(E) of this Agreement; or (D) WRR fails to substantially complete construction of the Bridge before the date set forth in Section 2.8(c)(1)(F) of this Agreement; or (E) WRR fails to post or maintain the required Bridge Fiscal Security before the date set forth in Section 2.8(c)(1)(D) of this Agreement, or to increase the amount of the Bridge Fiscal Security when required or requested to do under Section 2.8(c)(9) of this Agreement. (11) Rights and Obligations Following Bridge Event of Default. Following a Bridge Event of Default and WRR's failure to cure same within the allowable time period: (A) WRR shall have no right to receive any reimbursements from the Master Development Fee in the case of a Bridge Event of Default described in Section 2.8(c)(10)(D) or (E), until the substantial completion of the Bridge, provided that WRR is not then in default of this Agreement. Otherwise, WRR shall have no right to receive any reimbursements from the Master Development Fee until the applicable Bridge Event of Default has been cured; (B) The City shall have the right to draw on the Bridge Fiscal Security and/or the Master Development Fee in one or more drafts and to use such proceeds from the Bridge Fiscal Security and/or Master Development Fee to pay for some or all of the design and construction of the Bridge. If the City chooses to use the funds for the Bridge, the City shall only be obligated to complete as much of that work as the Bridge Fiscal Security and/or Master Development Fee (as applicable) may allow. The City may perform such design and/or construction work itself, or engage a third party to complete such design and construction; (C) The City shall also have all other rights and remedies available to it under law; Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 20 of 43 (D) If the City elects to use the proceeds from the Bridge Fiscal Security and/or the Master Development Fee to complete the Bridge, WRR shall transfer to the City, at no cost to the City, all plans, designs, specifications, bid documents, real property rights, and other rights and documents necessary for the design and construction of the Bridge within five (5) business days after the date that the City requests same; and (E) WRR shall have no rights to funds drawn under the Bridge Fiscal Security. L. Section 2.8(d) of the Development Agreement entitled "Parkway B" is hereby deleted in its entirety and replaced with the following: Section 2.8 Roadways/Bridge/Trails (d) Parkway B. WRR hereby represents and warrants that the portion of the Property described on Exhibit A-3 is sufficient to allow for construction of the Parkway connecting Sections C8 of the Property to Sections C6 and C7 of the Property (as said Property Sections are depicted on the Concept Plan First Amended Exhibit B ). M. New Sections 2.8(e), (f).an d(g) are hereby added to the Development Agreement and shall provide as follows: Section 2.8 Roadways/Bridges/Trails (e) Water Oak Parkwa . (1) Design. LWO/ABG and WRR shall work together to ensure that the location and design of Water Oak Parkway is such that its segments on the north side of the South San Gabriel River align with its segments on the south side of the South San Gabriel River via the Bridge. To that end, LWO/ABG and WRR each agree to provide copies of construction plans for Water Oak Parkway and the Bridge to the other simultaneously with submittal of same to the City. (2) Construction. (i) LWO/ABG agree that completion of construction of the full length of Water Oak Parkway from SH 29 to the Bridge (and final acceptance of same by Williamson County) shall occur no later than the deadline for substantial completion of the Bridge set forth in Section 2.8(c)(1)(F) of the Agreement. (ii) LWO/ABG shall cause completion of construction and acceptance by the responsible governmental entity under Section 2.11 of this Agreement to occur no later than the deadline for substantial completion Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 21 of 43 of the Bridge set forth in Section 2.8(c)(1)(F) of the Agreement of (x) the entire cross section of Water Oak Parkway as shown in Exhibit E -I from Water Oak Parkway's intersection with SH 29 to the Bridge, and (y) the sidewalk or trail required by Section 2.10 alongside said portion of Water Oak Parkway. (iii) WRR shall cause substantial completion of two lanes of Water Oak Parkway (one in each direction) on or before the date that building permits have been issued for 1,904 lots in Water Oak South. (iv) WRR shall cause substantial completion of construction of the entire cross section of Water Oak Parkway as shown on Exhibit E-1 (including all four lanes and the sidewalk or trail) from the Bridge to FM 2243 (Leander Road) and final acceptance of same by Williamson County, to occur by the earlier of (x) the deadline(s) specified in one or more City - approved TIA(s) prepared by WRR in accordance with the provisions set forth in the UDC and this subsection; or (y) January 1, 2029. The TIAs) referenced in this subsection shall be prepared in accordance with the requirements of Section 12.10 of the UDC and the following provisions: (a) The TIA must be submitted by WRR with the application for any preliminary plat for any portion of Water Oak South that includes the 2001h platted lot in Water Oak South; and (b) Prior to submittal of the TIA referenced in the foregoing subsection, and prior to the submittal of all subsequent TIAs, WRR and WRR's transportation engineer must request and participate in at least one meeting with the City's Transportation Engineer for the purpose of finalizing the scope of the TIA(s); and (c) No TIA(s) shall be approved by the City that do(es) not, at a minimum, (1) assume that the Property (i.e., both Water Oak North and Water Oak South) is fully built out as shown on the Concept Plan attached hereto as the First Revised Exhibit B, (2) include at least all of the area bounded by SH 29, IH 35, RR 2243 (Leander Road), and Ronald Reagan Blvd. (the "Minimum Study Area") (3) include all perimeter roads of the Minimum Study Area and their intersections; and (4) include the Southwest Bypass and its various intersections from SH 29 to IH 35. (f) Other 'Traffic [m rovcments. LWO/ABG and WRR shall also construct, or pay to the City their respective pro -rata share(s) of the costs of, all other on -Property and off -Property traffic improvements as their respective City - approved TIAs, require. Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 22 of 43 (g) Roadway, Utility, and Drainage Easements. (1) LWO executed that certain Roadway, Utility, and Drainage Easement Agreement on September 19, 2017 (the `Bride Easement"), wherein LWO granted the City an easement over certain real property in Water Oak North (defined in the Bridge Easement as the "Easement Tract" but referred to herein as the "Bridge Easement Tract") to install, construct, operate, use, maintain, repair, modify, upgrade, monitor, inspect, replace, make connections with, remove, and decommission certain Facilities (defined in the Bridge Easement). LWO and the City acknowledge and agree that WRR will require use of all of the easements, rights, and privileges granted to the City under the Bridge Easement (including, without limitation, the right to use temporary construction easement areas) to access the Bridge Easement Tract in order to design and construct, or cause the design and construction of, the Bridge. The City hereby grants WRR the right to use the Bridge Easement for construction of the Bridge. The City and LWO shall: (x) execute, acknowledge, and deliver all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate the terms of this Section 2.8(g)(1), and (y) execute, acknowledge, and deliver such consents, certifications, representations, information or other documents as may be reasonably requested by WRR or WRR's contractors, lenders, or financing parties to assure and confirm that WRR has the full use of all of the City's easements, rights and privileges in the Bridge Easement for carrying out and performing its obligation to build the Bridge pursuant to the terms of this Agreement. (2) ABG executed that certain Roadway, Utility, and Drainage Easement Agreement September 19, 2017 (the "Road Easement"), wherein ABG granted the City an easement over certain real property in Water Oak North (defined in the Road Easement as the "Easement Tract" but referred to herein as the "Road Easement Tract") to install, construct, operate, use, maintain, repair, modify, upgrade, monitor, inspect, replace, make connections with, remove, and decommission certain Facilities (defined in the Road Easement). ABG and the City acknowledge and agree that, if LWO/ABG does not construct Water Oak Parkway from SH 29 to the Bridge as required by Section 2.8(e)(2) herein, and WRR elects, in its sole discretion, to build such portion Water Oak Parkway in Water Oak North, WRR will require use of all of the easements, rights, and privileges granted to the City under the Road Easement (including, without limitation, the right to use temporary construction easement areas) to access the Road Easement Tract to design and construct, or cause the design and construction of, the road. The City hereby grants WRR the right to Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 23 of 43 use the Road Easement for construction of the road. The City and ABG shall: (x) execute, acknowledge, and deliver all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate the terms of this Section 2.8(g)(2), and (y) execute, acknowledge, and deliver such consents, certifications, representations, information or other documents as may be reasonably requested by WRR or WRR's contractors, lenders, or financing parties to assure and confirm that WRR has the full use of all of the City's easements, rights and privileges in the Road Easement for construction of the road. N. Section 2.10 of the Development Agreement entitled "Parkway Sidewalk/Trail" is hereby deleted in its entirety and replaced with the following: Section 2.10. Parkway Sidewalk/Trail. a. In addition to the requirements of Section 3.3(a)(1)(i) and (ii) of this Agreement, LWO/ABG shall construct an ADA accessible sidewalk or trail (at their discretion) along one side of all Parkways on Water Oak North, including Parkways without Medians. This sidewalk or trail may be located on either side of the Parkways and may switch from one side to another in locations approved by the City's Transportation Engineer or his designee. Intersection crossings are preferred, but mid -intersection crossings may be considered with either a signalized crossing or an alternative method as approved by the City's Transportation Engineer. This requirement is in addition to the requirements of Section 3.3(a)(1)(i) and (ii) of this Agreement. b. In addition to the requirements of Section 3.3(a)(1)(i) and (ii) of this Agreement, WRR shall construct an ADA accessible sidewalk or trail (at its discretion) along one side of all Parkways on Water Oak South, including Parkways without Medians. This sidewalk or trail may be located on either side of the Parkways and may switch from one side to another in locations approved by the City's Transportation Engineer or his designee. Intersection crossings are preferred, but mid -intersection crossings may be considered with either a signalized crossing or an alternative method as approved by the City's Transportation Engineer. This requirement is in addition to the requirements of Section 3.3(a)(1)(i) and (ii) of this Agreement. Amendments to Development Agreement's Article III, Development Standards O. Section 3.2(b) pertaining to "Commercial Development Areas — Use" is hereby deleted in its entirety and replaced with the following: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 24 of 43 Section 3.2 Commercial Development Areas. Development of Commercial Development Areas shall be in accordance with the UDC as if the Project was in the City limits, except as modified by the following provisions: (a) Use. Except as otherwise provided in Section 3.2(b) of this Agreement, the Commercial Development Areas may be used for any of the uses provided for in the Local Commercial District (C-1) contained in the UDC. In addition, subject to the limitations set forth herein, a new legal lot consisting of 1.4983 acres of land out of Lot 1A, Block "G," Replat of Lot 1, Block "G" and Lot 3 Block "C," Water Oak North Section 1 Final Plat recorded as Document No. 2015074069 (to be located east of and immediately adjacent to the "Fire Station Lot" defined in Article IV, Section I of the Second Amendment (amending Section 2.7(b) of the Development Agreement)) may be created in accordance with the procedures set forth in the Governing Regulations and, if created, subsequently used as a gas station with a maximum of four (4) fuel pumps. All limitations set forth in Section 5.04.020(T) of the UDC shall apply to the fuel pump use, except that in lieu of the requirement in Section 5.04.020(T)(2) of the UDC requiring fuel pumps to be designed in a square pattern, the fuel pumps may be designed in a linear distribution pattern. If the UDC requires a Special Use Permit for any uses allowed by this, no actual special use permit will be required for those uses, but all special conditions, limitations and restrictions on such uses shall apply. P. Exhibits G-2 and G-3 are added, and Sections 3.3(a)(1)(ii) and (iii) are hereby deleted in their entirety and replaced with the following new subsections (ii) and (iii), as follows: 3.3 Open Space Areas (a) Categories of Open Space Areas (1) Parkland (ii) Regional Trail and Spurs. Within the Parkland, there shall be constructed the Regional Trail, plus multiple trails or spurs connecting the Regional Trail to the rest of the Trail Network on Water Oak North and Water Oak South, respectively (the "Spurs"), all as set forth in this subsection. LWO/ABG shall design and construct at least one Spur on Water Oak North connecting to the Regional Trail, and WRR shall design and construct at least one Spur connecting to the Regional Trail on Water Oak South. Said Spurs shall be constructed in accordance with the specifications attached hereto as Exhibit G-2 and in locations mutually agreed upon by the City's Parks Director and LWO/ABG for the Spurs located on Water Oak North, and by the City's Parks Director and WRR the Spurs located on Water Oak South. Substantial completion of all Spurs must occur on or before the Regional Trail Deadline (defined below). WRR shall design and construct the Regional Trail (including the low water crossing) in the general location shown on Exhibit G-2 (within the 100 -foot wide SSGI easement on the Property) consistent with the specifications attached hereto as Exhibit G-3. WRR Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 25 of 43 shall cause substantial completion of the Regional Trail (including the low water crossing) to occur on or before the first to occur of (x) substantial completion of the Bridge, or (y) the date that is eight (8) months after receipt of notice from the City's Parks Director stating that construction of the Regional Trail must be commenced (the "Regional Trail Deadline"), provided that the City agrees that no such notice will be sent prior to September 1, 2019. WRR shall notify the City's Parks Director at least 120 days prior to commencement of construction of the Regional Trail. (iii) LWO/ABG shall construct a public parking lot containing at least twenty (20) standard parking spaces, in accordance with the City's UDC standards, in a location that provides pedestrian access via the Trail Network to the Regional Trail. The City agrees that such public parking lot may be in the area designated as the "Amenity Center Site" in Section A4 of the Concept Plan (First Revised Exhibit B) in Water Oak North; provided that (x) the parking lot is connected via the Trail Network to the Regional Trail; (y) the parking lot contains at least twenty (20) more parking spaces than would otherwise be required under the UDC for the Amenity Center; and (z) signage is placed in the parking lot expressly stating that free public parking is available in the lot to users of the Regional Trail and Trail Network. If the public parking lot is constructed on Amenity Center Site, then this area will not be dedicated to the City or District and will remain the property of ABG or a homeowner's association created for the development of Water Oak North. The construction of the parking area as described herein (or the posting of fiscal surety therefor) shall occur not later than substantial completion of the Regional Trail under Section 3.3(a)(1)(ii) of this Agreement. Q. Section 3.3(b) of the Development Agreement entitled "Required Acreage Dedicated for Open Space Areas; No Inclusion of Parkland in a District," is hereby deleted in its entirety and replaced with the following: 3.3 Open Space Areas (b) Re uired Acreage Dedicated for Open Space Areas,• No Inclusion of Parkland in a District. The total acreage comprising the Open Space Areas shall be a minimum of 360 acres, and shall be allocated as follows: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 26 of 43 Total Open Programmed Parkland Space (acres) Open Space and (acres) Preserved Open Space (acres) Water Oak 80.0 65.0 15.0 North Water Oak 280.0 232.0 48.0 South Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 26 of 43 The location(s) of the Open Space Areas (including Parkland, Preserved Open Space, and Programmed Open Space) within the Project are shown on Exhibit K. In addition, no Parkland shall be included in the District or any Successor District, and the Developer hereby consents to annexation of the Parkland by the City at any time after the Second Amendment Effective Date (defined in Article IV.B of the Second Amendment). If the City does not accept ownership of the Parkland by the Regional Trail Deadline (defined in Section 3.3 of this Agreement), the Developer's may request that the City enter into one or more maintenance agreements with the Parties or with the District for maintenance of the Parkland, and any such maintenance agreement must be approved by the City Council. Amendments to Development Agreement's Article IV, On -Site Utility Facilities R. Section 4.3 of the Development Agreement, entitled "Water Transmission Line" is hereby deleted in its entirety and replaced with the following: Section 4.3 Water Transmission Line. (a) Design. LWO/ABG and WRR shall work together to ensure that the location and design of the Water Transmission Line is such that its segments on the north side of the South San Gabriel River align with its segments on the south side of the South San Gabriel River via the Bridge or some other means acceptable to the City. To that end, LWO/ABG and WRR each agree to provide copies of construction plans for the Water Transmission Line to the other simultaneously with submittal of same to the City. (b) Construction for Water Oak South. WRR agrees that it shall cause completion of construction of the full length of the Water Transmission Line from SH 29 to RR 2243, and final acceptance of same by the City, to occur before, and is a condition of, the City's approval of any final plat in Water Oak South for any section of Water Oak South other than "Section B1" (as said "Section B1" is shown on the Concept Plan (First Revised Exhibit B) and described in the preliminary plat on file with the City designated as PP 2013-001). Amendments to Development Agreement's Article V, Off Site Utility Facilities S. Section 5.1(b) of the Agreement entitled "Commitment of Water Utility Capacity," is hereby deleted in its entirety and replaced with the following: Section 5.1 Water (b) Commitment of Water Utility Capacity_. Total water utility capacity for the Project on the Property shall not exceed 6.59 million gallons per day ("mgd"), which is hereby allocated as follows: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 27 of 43 Water Oak North - 0.76 mgd Water Oak South - 5.83 mgd Upon payment of impact fees, the City will provide sufficient capacity in the Off - Site Water Facilities to serve the Property as stated herein, but not to exceed 1.84 mgd. Nothing in this Section shall be construed as reserving capacity for Developer or the Property in any existing City water distribution, collection, transmission and treatment facilities or any future City water distribution, collection, transmission and treatment facilities constructed by third parties prior to the payment of impact fees. The Developer hereby agrees that the City may use the capacity in the Off Site Water Facilities to serve third parties, so long as such use does not impair the City's ability to provide water service to the Property as stated herein. Developer shall have no right to use, or cause, suffer or allow the use of, the water utility capacity any land other than the Property. T. Section 5.2 of the Agreement entitled "Wastewater" is hereby deleted in its entirety and replaced with the following: Section 5.2 Wastewater (a) Developer Constructed Off -Site Wastewater Facilities. The Parties acknowledge and agree that Phase C-2 of the ABG Segment of the SSGI has been completed by others, as of the date of this Second Amendment, has not yet been accepted by the City for operation and maintenance, pending acquisition of permanent off-site access easements from third parties. (b) Commitment of Wastewater Utilily Ca acit . Total wastewater utility capacity for the Project on the Property shall not exceed 5,200 Service Units, which is hereby allocated as follows: Water Oak North - 688 Service Units Water Oak South - 4,512 Service Units Nothing in this Section shall be construed as reserving capacity for the Developer or the Property in any existing City wastewater distribution, collection, transmission and treatment facilities or any future City wastewater distribution, collection, transmission and treatment facilities constructed by third parties prior to the payment of impact fees. The Developer hereby agrees that the City may use the capacity in the South San Gabriel Interceptor to serve third parties, so long as such use does not impair the City's ability to provide wastewater service to the Property as stated herein. Developer shall have no right to use, or cause, suffer or allow the use of, the wastewater utility capacity on any land other than the Property. Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 28 of 43 Amendments to Development Agreement's Article VI, Retail Utility Services and Other Services U. Sections 6.1(a), (b) and (c) of the Development Agreement entitled "Retail Water Services" are hereby deleted in their entirety and replaced with the following: Section 6.1 Retail Water Services. a. The Parties acknowledge that, as of the Effective Date (defined in Article IV herein), a portion of the Property was located in the certificated Water Service Area of Chisholm Trail Special Utility District ("CTSUD") (said portion of the Property is referred to as the "CTSUD Tract"), and the remainder of the Property was located within the retail water service area of the City ("City RWSA"). The Parties further acknowledge that LWO and CTSUD are parties to the following two agreements: (1) Non -Standard Water Service Agreement dated to be effective as of November 17, 2011 for retail water service not to exceed seventy nine (79) Living Unit Equivalents (defined therein) to approximately 24 acres of land out of the Property located in Water Oak North, and (2) Non - Standard Water Service Agreement dated to be effective as of August 21, 2014 for retail water service not to exceed one hundred forty one (141) Living Unit Equivalents (defined therein) to approximately 43.566 acres of land out of the Property located in Water Oak North, said agreements referred to collectively herein as the "CTSUD Water Contracts." The Parties further acknowledge and agree that the CTSUD Water Contracts have been assigned by CTSUD to the City and are in full force and effect as of the Second Amendment Effective Date (defined in Article IV.13 of the Second Amendment). b. Except as limited by Section 5.1(b) of this Agreement, retail water service to the areas described in the CTSUD Water Contracts shall be provided by the City, as assignee of CTSUD, pursuant to the terms and conditions of the CTSUD Water Contracts. C. Except as limited by Sections 5.1(b) of this Agreement, retail water service to the portions of the Property not described in the CTSUD Water Service Contracts shall be provided by the City on the same terms as the City's other retail water customers located outside of the City limits. Retail customers in the City RWSA receiving retail water service from the City shall pay the applicable water rates for customers located outside of the City limits. Amendments to Development Agreement's Article VII, Other Payments and Fees V. Section 7.1 of the Development Agreement entitled "Annual Interest Payments" is hereby deleted in its entirety and replaced with the following: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 29 of 43 Section 7.1 Annual Interest Pa ments. The City has issued bonds for $2,672,091 (the "City Debt") to fund the oversizing of the South San Gabriel Interceptor, and City's annual average debt service interest on the City Debt related to the South San Gabriel Interceptor is $94,490.00 (the "Annual Interest Payment"). LWO/ABG agrees that, for a period of ten (10) years after the Effective Date (defined in Article IV herein), LWO/ABG shall pay the Annual Interest Payment to the City in accordance with the terms and conditions of this Section 7.1. If, for each calendar year beginning in 2012 and ending in 2021 (each a "Calendar Year"), the City collects water and wastewater impact fees from new connections on the Property for fewer than 40 new Service Units (per Calendar Year), LWO/ABG shall pay to the City the Annual Interest Payment on January 31 of the year following the Calendar Year upon which the payment is based, with the first payment due on January 31, 2013 and the last payment due on January 31, 2022. For any Calendar Year that there are lots that have been final platted but for which impact fees have not yet been collected, LWO/ABG or WRR may prepay water and wastewater impact fees for the number of Service Units associated with such final platted lot(s) in an amount equal to the difference between (i) 40 Service Units, and (ii) the number of Service Units for which water and wastewater impact fees have already been collected for new connections on the Property made during the Calendar Year. LWO/ABG understands and agrees that in no event shall payment of the Annual Interest Payment be deemed to be a prepayment of either water or wastewater impact fees. LWO/ABG is not required to pay the Annual Interest Payment on January 31 following a Calendar Year in which the City collected water and wastewater impact fees from 40 or more new connections on the Property. W. Section 7.2 of the Development Agreement entitled "Impact Fees" is hereby deleted in its entirety and replaced with the following: Section 7.2 Impact Fees. The Impact Fees associated with the development of the Property (Water Oak North and Water Oak South) shall be as follows: (a) for water, $3,324.00 per Service Units; (b) for wastewater, $2,683.00 per Service Units. Amendments to Development Agreement's Article X, Miscellaneous Provisions X. Section 10.4(b) of the Development Agreement entitled "Complete Agreement/Amendment" is hereby deleted in its entirety and replaced with the following: Section 10.4 Complete Agreement/Amendment. (b) Except as otherwise provided in this subsection, this Agreement may be cancelled, changed, modified, or amended, in whole or in part, only by: (i) the written and recorded agreement of the City and WRR as it relates to Water Oak Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 30 of 43 South; (ii) the written and recorded agreement of the City and LWO/ABG as it relates to Water Oak North; or (iii) the written and recorded agreement of the City and the Owners of sixty percent (60%) or more of the land area of the Property as it relates to the Property. Notwithstanding the preceding sentence for so long as WRR and LWO/ABG own portions of the Property the City may require WRR and LWO/ABG to join in and execute amendments or modifications of this Agreement. LWO/ABG, as owners of Water Oak North, agree to approve, join in, and execute amendments to this Agreement and the Concept Plan as requested by WRR and the City to the extent such amendments relate to Water Oak South. The foregoing agreement shall be binding on all parties having any right, title or interest in all or any portion of Water Oak North, and will inure to the benefit of WRR and all parties having right, title or interest to any portion of Water Oak South. WRR, as owner of Water Oak South, agrees to approve, join in, and execute amendments to this Agreement and the Concept Plan to the extent such amendments relate to Water Oak North. The foregoing agreement shall be binding on all parties having any right, title or interest in all or any portion of Water Oak South, and will inure to the benefit of LWO/ABG and all parties having right, title or interest to any portion of Water Oak North. Y. Section 10.7 of the Development Agreement entitled "Notice" is hereby deleted in its entirety and replaced with the following: Section 10.7 Notice. All notices, requests or other communications required or permitted by this Agreement shall be in writing and shall be sent by (i) by overnight courier or hand delivery, or (ii) certified mail, postage prepaid, return receipt requested, and addressed to the parties at the following addresses, or to such other address as a Party may from time to time designate by giving notice in writing to the other Parties: CITY: City of Georgetown 113E8t"St Georgetown, Texas 78626 Attn: City Manager AFTER 1/1/2019: 808 Martin Luther King Street Georgetown, Texas 78726 or P.O. Box 409 Georgetown, Texas 78627 Phone: (512) 930-3652 with copies to: City of Georgetown City Attorney P.O. Box 409 Georgetown, Texas 78627 Phone: (512) 930-8710 Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 31 of 43 LWO: Laredo WO, Ltd. c/o Galo Properties 1175 W. Bitters Road, Suite 100 San Antonio, Texas 78216 Attn: A. Bradford Galo Phone: (210) 807-5104 with copies to: Law Office of Ronald W. Hagauer 1602 N. Loop 410, Suite L 1102 San Antonio, Texas 78248 Attn. Ron Hagauer Phone: (210) 479-3231 ABG: ABG Water Oak Partners, Ltd. c/o Galo Properties 1175 W. Bitters Road, Suite 100 San Antonio, Texas 78216 Attn: A. Bradford Galo Phone: (210) 807-5104 with copies to: Law Office of Ronald W. Hagauer 1602 N. Loop 410, Suite LL -102 San Antonio, Texas 78248 Attn: Ron Hagauer Phone: (210) 479-3231 ext. 3802 WRR: Mr. Randy Rollo c/o WRR Interests, LLC Phone: (512) 750-0896 13809 Research Blvd. Suite 745 Austin, Texas 78750 with copies to: The Watson Firm 4925 Greenville Avenue, Suite 717 Dallas, Texas 75206 Attn: Monty Watson or Cathleen Chapman Phone: (214) 810-5914 Z. Section 10.16(a) of the Development Agreement entitled "Developer Events of Default" is hereby deleted in its entirety and replaced with the following: Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 32 of 43 Section 10.16 Developer Events of Default. (a) Subject to the Force Majeure provisions of Section 10.8 of this Agreement, the following events shall be considered a material breach of this Agreement by Developer (each a "Developer Event of Default"): 1. Failure to develop the Property in accordance with the standards, terms and conditions set forth in this Agreement; or 2. Failure to comply with the provisions of this Agreement relating to the Fire Station Tract(s) or the School Tract(s); or 3. Failure to comply with the provisions of this Agreement related to On -Site and Off -Site Utilities, including but not limited to the failure to timely commence and complete construction of the 24" Water Line as required by this Agreement; or 4. Failure to pay the Annual Interest Payments, Impact Fees, or SIP Fees when and as required by this Agreement; or 5. Breach or inaccuracy of any representations or warranties hereunder; 6. Default or breach of the Consent Agreement, as amended by the First Amendment to the Consent Agreement; or 7. Failure to substantially complete construction of, or the cause substantial completion of construction of, Water Oak Parkway, when and as required by this Agreement, or 8. Failure to substantially complete construction of, or the cause substantial completion of construction of, or to fund the other traffic improvements referenced in Section 2.8(f), above, when and as required by this Agreement, or 9. Failure to comply with any other conditions or terms of this Agreement or to take any actions required by this Agreement. AA.Section 10.18 of the Development Agreement entitled "Effect of Developer Event of Default" is hereby deleted in its entirety and replaced with the following: Section 10.18 Effect of Developer Event of Default on Another Develo er. The City agrees that it will not impede the development activities of a performing Developer during a Developer Event of Default, unless and to the extent that, in the City's sole determination, the Developer Event of Default pertains to a provision of this Agreement or a City requirement that is also necessary for the performing Developer's development of the Project on its portion of the Property, in which case the City shall not be required to process any applications, issue any approvals, or grant any permits to the non-performing Developer and to the performing Developer for development on the Property. If under this Section the City determines that a Developer Event of Default pertains to a provision of this Agreement that is also necessary for the performing Developer's development of the Project on the performing Developer's portion of the Property, the City shall provide Notice of same to the performing Developer, and the performing Developer shall have thirty (30) days to cure the non-performing Developer's Developer Event of Default after the date of Notice thereof is issued by the City; Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 33 of 43 if however, the failure or delay cannot be cured by the payment of money, and if the performing Developer has commenced performance of or compliance with the non-performing Developer's obligations with the thirty (30) day period, the performing Developer shall be allowed up to one hundred twenty (120) days from the date of the City's Notice to cure the non-performing Developer's Developer Event of Default. BB. Section 10.19 of the Development Agreement entitled "Effect of Owner Event of Default" is hereby deleted in its entirety and replaced with the following: Section 10.19 Effect of Owner Noncom liance on Another Owner. The City agrees that it will not impede the development activities of a performing Owner solely as a result of non-performance or non-compliance of a non-performing Owner, unless and to the extent that, in the City's sole determination, the non- performance or non-compliance pertains to a provision of this Agreement or a City requirement that is also necessary for a performing Owner's development of the Project on its portion of the Property, in which case the City shall not be required to process any applications, issue any approvals, or grant any permits to the non-performing Owner and to the performing Owner for development on the Property. If under this Section the City determines that the non-performance or non-compliance pertains to a provision of this Agreement or a City requirement that is also necessary for a performing Owner's development of the Project on its portion of the Property, the City shall provide Notice of same to the performing Owner, and the performing Owner shall have thirty (30) days to cure the non- performance or non-compliance after the date of Notice thereof is issued by the City; if however, the failure or delay cannot be cured by the payment of money, and if the performing Owner has commenced performance of or compliance with the non-performing Owner's obligations with the thirty (30) day period, the performing Owner shall be allowed up to one hundred twenty (120) days from the date of the City's Notice to cure the non-performance or non-compliance. V. REPRESENTATIONS AND WARRANTIES 5.01 LWO's Representations and Warranties. LWO represents and warrants to the City that the following representations and warranties are true as of the date the Second Amendment is executed by LWO: a. Due Organization and Ownership. LWO is a limited partnership validly existing under the laws of the State of Texas and is duly qualified to do business in the State of Texas; and that the person executing this Second Amendment on behalf of LWO is authorized to enter into this Second Amendment. b. Due Authority; No Conflict. LWO has all requisite power and authority to execute and deliver this Second Amendment and to carry out its obligations hereunder and the transactions contemplated hereby. This Second Amendment has been, and the documents contemplated hereby will be, duly executed and Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 34 of 43 delivered by LWO and constitute LWO's legal, valid and binding obligations enforceable against LWO in accordance with their terms. The consummation by LWO of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of LWO, or any of the terms of any agreement or instrument to which LWO is a party, or by which LWO is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. C. Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of LWO in connection with the execution and delivery of this Second Amendment or for the performance of the transactions herein contemplated by the respective Parties hereto. d. Litigation. To the best knowledge of LWO, there are no pending or, to the best knowledge of LWO, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might affect LWO's ability to consummate the transaction contemplated hereby, except for the Chapter 11 Case and underlying lawsuit with the HCB Laredo Texas, LLC regarding payment of a loan in the original principal sum of $48,5000,00. e. Legal Proceedings. To the best knowledge of LWO, no preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Second Amendment. f. Resolution or Certificate of Authority. Exhibit S attached hereto is a true and correct copy of the resolution or consent authorizing LWO to execute this Second Amendment and bind LWO to the terms hereof. 5.02 ABG's Representations and Warranties. ABG represents and warrants to the City that the following representations and warranties are true as of the date the Second Amendment is executed by ABG: a. Due Organization and Ownership. ABG is a limited liability partnership validly existing under the laws of the State of Texas and is duly qualified to do business in the State of Texas; and that the person executing this Second Amendment on behalf of ABG is authorized to enter into this Second Amendment. b. Due Authority; No Conflict. ABG has all requisite power and authority to execute and deliver this Second Amendment and to carry out its obligations hereunder and the transactions contemplated hereby. This Second Amendment Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 35 of 43 has been, and the documents contemplated hereby will be, duly executed and delivered by ABG and constitute ABG's legal, valid and binding obligations enforceable against ABG in accordance with their terms. The consummation by ABG of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of ABG, or any of the terms of any agreement or instrument to which ABG is a party, or by which ABG is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. C. Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of ABG in connection with the execution and delivery of this Second Amendment or for the performance of the transactions herein contemplated by the respective Parties hereto. d. Litigation. To the best knowledge of ABG, there are no pending or, to the best knowledge of ABG, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might affect ABG's ability to consummate the transaction contemplated hereby. e. Legal Proceedings. To the best knowledge of ABG, no preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Second Amendment. f. Resolution or Certificate of Authority. Exhibit T attached hereto is a true and correct copy of the resolution or consent authorizing ABG to execute this Second Amendment and bind ABG to the terms hereof. 5.03 WRR's Representations and Warranties. WRR represents and warrants to the City that the following representations and warranties are true as of the date the Second Amendment is executed by WRR: a. Due Organization and Ownership. WRR is a limited liability company validly existing under the laws of the State of Texas and is duly qualified to do business in the State of Texas; and that the person executing this Second Amendment on behalf of WRR is authorized to enter into this Second Amendment. b. Due Authority; No Conflict. WRR has all requisite power and authority to execute and deliver this Second Amendment and to carry out its obligations hereunder and the transactions contemplated hereby. This Second Amendment has been, and the documents contemplated hereby will be, duly executed and delivered by WRR and constitute WRR's legal, valid and binding obligations Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 36 of 43 enforceable against WRR in accordance with their terms. The consummation by WRR of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of WRR, or any of the terms of any agreement or instrument to which WRR is a party, or by which WRR is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. C. Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of WRR in connection with the execution and delivery of this Second Amendment or for the performance of the transactions herein contemplated by the respective Parties hereto. d. Litigation. To the actual knowledge of WRR, there are no pending or, to the actual knowledge of WRR, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might affect WRR's ability to consummate the transaction contemplated hereby. e. Legal Proceedings. To the actual knowledge of WRR, no preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Second Amendment. f. Resolution or Certificate of Authority. Exhibit U attached hereto is a true and correct copy of the resolution or consent authorizing WRR to execute this Second Amendment and bind WRR to the terms hereof. VI. MISCELLANEOUS 6.01 Defined Terms. Except as otherwise provided herein, other terms which are not defined in this Second Amendment but which are delineated with initial capital letters and are defined in the Development Agreement will have the same meanings in this Second Amendment as in the Development Agreement. 6.02 Effect on Development Agreement. Except as amended by this Second Amendment, all terms and conditions of the Development Agreement, shall remain in full force and effect. 6.03 Recitals. The Recitals set forth in Article I, above, are hereby found by all Parties to be true and correct and are incorporated herein and made part of this Second Amendment. 6.04 Multiple Counterparts. To facilitate execution, this Second Amendment may be executed in any number of counterparts, and it will not be necessary that the signatures of all parties be contained on any one counterpart, and the signature pages from separate, individually Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 37 of 43 executed counterparts may be combined to form multiple, fully executed counterparts. All executed counterparts of this Second Amendment shall be deemed to be originals. 6.06 Exhibits to Agreement. The Exhibit List for the Agreement is hereby revised to provide as follows, and all exhibits are incorporated by reference into the Development Agreement for all purposes as if set forth in full: Exhibit A-1 The Property (metes and bounds) (not including the additional land shown on Exhibit A-3) Exhibit A-2 The Property (sketch) (not including the additional land shown on Exhibit Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 38 of 43 A-3) Exhibit A-3 Additional 3.080 acres (portion consisting of segment of Parkway B) Exhibit A-4 Water Oak North (sketch) Exhibit A-5 Water Oak South (metes and bounds and sketch) First Revised First Revised Concept Plan Exhibit B Exhibit C Intentionally Omitted Exhibit D Roadway Network Location Map Exhibit E-1 Parkway Specifications Exhibit E-2 Boulevard Specifications Exhibit E-3 65' ROW Residential Street (25 mph design speed) Exhibit E-4 55' ROW Residential Street (25 mph design Speed) Exhibit E-5 55' ROW — Residential Street 25 MPH Design Speed Exhibit F Trail Network Exhibit G-1 Trail Specifications (for trails other than the Regional Trail) Exhibit G-2 Regional Trail Location Map Exhibit G-3 Regional Trail Specifications Exhibit H Dimensional Standards — Residential Lots Exhibit I-2 Primary Monument Sign Exhibit 1-2 Secondary Monument Sign Exhibit J Dimensional Standards — Commercial Lots Exhibit K Open Space Area Plan Exhibit L Intentionally Omitted Exhibit M South San Gabriel Interceptor (SSGI) Exhibit N Intentionally Omitted Exhibit O Intentionally Omitted Exhibit P Irrevocable Letter of Credit Exhibit Q Access Connection (location) Exhibit R Residential Fire Flow Standards Exhibit S Certificate of Authority LWO Exhibit T Certificate of Authority ABG Exhibit U Certificate of Authority WRR Exhibit V Assignment and Assumption Agreement Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 38 of 43 CITY OF GEORGETOWN, TEXAS a Texas home rule municipality Dale Ross, Mayor ATTEST: Shelley Nowling, City Secretary STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me, the undersigned authority, this day of ___., 2017, by Dale Ross, Mayor of CITY OF GEORGETOWN, a Texas home -rule municipal corporation, on behalf of said entity. Notary Public, State of Texas APPROVED AS TO FORM: By: Charlie McNabb, City Attorney Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 39 of 43 LAREDO WO, LTD., a Texas limited partnership By: ABG ENTERPRISES, LTD., a Texas limited partnership, its general partner By: GALO, INC., a Texas corporation, its general partner A. Bradford Galo, CEO STATE OF TEXAS COUNTY OF BEXAR This instrument was acknowledged before me on the day of 2017, by A. Bradford Galo, Chief Executive Officer of GALO, INC., a Texas corporation as general partner of ABG ENTERPRISES, LTD., a Texas limited partnership, as general partner of LAREDO WO, LTD., a Texas limited partnership on behalf of said corporation and limited partnerships. Notary Public State of Texas Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 40 of 43 ABG WATER OAK PARTNERS, LTD., a Texas limited partnership By: GALO CONSTRUCTION, LLC, a Texas limited liability company, its general partner Name: A. Bradford Galo Title: Managing Member STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on the day of , 2017, by A. BRADFORD GALO, Managing Member of Galo Construction, LLC a Texas limited liability company, general partner of ABG WATER OAK PARTNERS, LTD., a Texas limited partnership, on behalf of said limited liability company and limited partnership. Notary Public State of Texas Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 41 of 43 WRR INTERESTS, LLC a Texas limited liability company Randy Rollo, Manager STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of &&-, 2017, by Randy Rollo, as Manager of WRR INTERESTS, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, State of Texas Second Amendment to Amended and Restated Development Agreement Concerning the Water Oak Subdivision Page 42 of 43