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HomeMy WebLinkAboutRES 061218-Y - WCMUD 28 & 29RESOLUTION NO. OLA o A$ A RESOLUTION OF THE CITY COUNCIL OF GEORGETOWN, TEXAS, CONDITIONALLY APPROVING ANNEXATION OF APPROXIMATELY 366 ACRES OF LAND INTO THE BOUNDARIES OF EITHER WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 28 (MUD 28) OR WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 29 (MUD 29) UNDER THE TERMS AND CONDITIONS SET FORTH IN THE "FIRST AMENDMENT TO THE CONSENT AGREEMENT" PERTAINING TO MUD 28 AND MUD 29; APPROVING A RELATED PARKLAND IMPROVEMENTS AGREEMENT; MAKING CERTAIN FINDINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, effective August 26, 2014, the City and Wolf Legacy, L.P. ("Wolf") entered into a Consent Agreement relating to the creation of two municipal utility districts over 752.851 acres of land (the "Original Land"), which agreement is recorded in the Official Public Records of Williamson County, Texas as Document No. 2014095879 the ("Original Consent Agreeiiic n t"); and WHEREAS, effective August 26, 2014, the City and Wolf also entered into that certain Development Agreement pertaining to development of the Original Land, which agreement is recorded in the Official Public Records of Williamson County as Document No. 2104095878 (the "Development Agreement"); and WHEREAS, on April 23rd, 2015, the Texas Commission on Environmental Quality issued two orders: an order approving creation of Williamson County Municipal Utility District No. 28 ("MUD 28") and an order approving creation of Williamson County Municipal Utility District No. 29 ("MUD 29") (collectively, the "Districts"); and WHEREAS, effective June 16, 2015, the City and MUD 28 and 29 entered into the Chapter 552 Agreements pertaining to construction of certain public improvements on the Original Land (the "Original Chapter 552 Agreement"); and WHEREAS, H4 WR, LP, a Texas limited partnership ("Developer") purchased the Original Land from Wolf and assumed all rights and responsibilities of Wolf under the Original Consent Agreement and the Development Agreement; and WHEREAS, Developer currently has a contract with the Britton Family Trust the Guy Jr. Family Trust to purchase an additional approximately 366 acres of land, and said Resolution No. 0�p WCMUD 28 and WCMUD 29 (Hillwood Subdivision) First Amendment to Consent Agreement and Parkland Improvements Agreement Page 1 of 3 additional land is more particularly described by metes and bounds in Exhibit "A-1" attached to the First Amendment to the Original Consent Agreement from (collectively, the "Guy Tract"); and WHEREAS, the owners of the Guy Tract and the Districts desire to annex the Guy Tract into the boundaries of either MUD 28 or MUD 29; and WHEREAS, Section 4.02 of the Original Consent Agreement provides that the Districts are not authorized to annex additional property into their boundaries without the prior written consent of the City Council; and WHEREAS, some of the terms and conditions of the City's consent to annexation of the Guy Tract into the boundaries of the Districts are set forth in the First Amendment to the Original Consent Agreement (the "First Amendment to Consent A cement") and a Parkland Improvements Agreement (the "PIA") attached to the First Amendment to Consent Agreement; and WHEREAS, other terms and conditions of the City's consent to the annexation of the Guy Tract into the boundaries of the Districts are also set forth in the First Amendment to the Original Chapter 552 Agreement (the "First Amendment to Chapter 552 Agreement"); and WHEREAS, the City Council held a public hearing on June 12, 2018 on the First Amendment to the Consent Agreement, including the PIA attached thereto. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: 1. The City Council hereby finds that the foregoing recitals are true and correct and the recitals are hereby incorporated into this Resolution for all purposes as set forth in full. 2. The City Council hereby approves the First Amendment to the Consent Agreement attached hereto as Exhibit A, including the PIA attached thereto as Exhibit E. 3. The City Council hereby provides its conditional consent to the annexation of Guy Tract, in whole or in part, into the boundaries of either MUD 28 or MUD 29 under the terms and conditions set forth in the First Amendment to Consent Agreement attached hereto as Exhibit A, including the PIA attached thereto as Exhibit E. Resolution No. O �p 9 WCMUD 28 and WCMUD 29 (Hillwood Subdivision) First Amendment to Consent Agreement and Parkland Improvements Agreement Page 2 of 3 4. Additional terms and conditions pertaining to the conditional annexation of the Guy Tract into the boundaries of either MUD 28 or MUD 29 are set forth in the First Amendment to Chapter 552 Agreement, which is approved by separate action of the City Council on even date herewith. 5. Unless expressly stated otherwise in the First Amendment to Consent Agreement, the PIA attached thereto, or the First Amendment to Chapter 552 Agreement, the terms and conditions established in the agreements relating to the creation, administration, and development of the Districts, including but not limited to the Consent Agreement (as amended), Development Agreement, and Chapter 552 Agreement (as amended), shall apply to the Guy Tract. 6. The Mayor is authorized to sign this Resolution, the First Amendment to Consent Agreement attached hereto as Exhibit A, and the PIA attached to Exhibit as Exhibit E, and the City Secretary is authorized to attest. 7. This Resolution shall be effective immediately upon its adoption. Attachment: Exhibit "A" (the First Amendment to Consent Agreement, including (among other exhibits) the PIA attached thereto as Exhibit E) PASSED AND APPROVED on the day of --YU tJE , 2018. ATTEST: THE CITY OF GEORGETOWN: Shelley Nowl City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney 44'4-�'42"'W- Dale Ross Mayor Resolution No. 0 iD\ 7o IS -Y WCMUD 28 and WCMUD 29 (Hillwood Subdivision) First Amendment to Consent Agreement and Parkland Improvements Agreement Page 3 of 3 FIRST AMENDMENT TO CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This the First Amendment ("First Amendment") to the original Consent Agreement effective August 12, 2014 (the "Original Consent Agreement") is by and between the City of Georgetown, Texas (the "City"), a home -rule city located in Williamson County, Texas, Wolf Legacy, L.P., a Texas limited partnership (the "WolfOwner"), Monnajene G. Knight as Trustee for the Britton Family Trust and Paul W. Guy, Gary B. Guy, and Greg A. Guy as Trustees for the Guy Jr. Family Trust (collectively, the "Britton/Guy. Owners"), H4 WR, LP, a Texas limited partnership (the "Developer"), Williamson County Municipal Utility District No. 28, a municipal utility district created and operated pursuant to Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, and Williamson County Municipal Utility District No. 29, a municipal utility district created and operated pursuant to Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code (Districts 28 and 29 referred to collectively as the "Dis ricts"). The City, the Wolf Owner, the Britton/Guy Owners, the Developer, and the Districts are sometimes referred to individually herein as a "Party" and collectively as the "Parties." RECITALS WHEREAS, the Wolf Owner originally owned the land within the Districts, but as of the First Amendment Effective Date (defined herein) no longer owns any land within the Districts; WHEREAS, the Developer owns the majority of the land within the Districts as of the First Amendment Effective Date (defined herein), and third party home owners, homebuilders, and multifamily developers own the remainder of the land within the Districts; WHEREAS, pursuant to the requirements of Section 2.02 of the Original Consent Agreement, the Districts approved the Original Consent Agreement and provided fully executed, certified copies to the City; WHEREAS, pursuant to the requirements of Section 2.03 of the Original Consent Agreement, the Districts approved the Chapter 552 Agreement and provided fully executed, certified copies to the City; WHEREAS, pursuant to the requirements of Section 2.04 of the Original Consent Agreement, the Districts approved the Development Agreement and provided fully executed, certified copies to the City which Development Agreement is recorded in the Official Public Records of Williamson County, Texas as Document No. 2014095878 (the "Development Agreement"); ease .1 WHEREAS, all Parties are in compliance with the Original Consent Agreement as of the First Amendment Effective Date (defined herein); WHEREAS, Section 4.02 of the Original Consent Agreement provides that the Districts may not annex additional property into their boundaries without the prior written consent of the City; WHEREAS, the Developer's affiliate, Hillwood Enterprises, L.P., a Texas limited partnership, has entered into a Contract of Sale with the Britton/Guy Owners to purchase approximately 365.688 acres of land, as more particularly described in h.vhihit j-1 attached to this First Amendment (the "Guy Tract"), WHEREAS, the Parties desire to enter into this First Amendment in order to set forth the terms and conditions of the City's consent to annex the Guy Tract into the boundaries of the Districts; and WHEREAS, the Britton/Guy Jr. Trusts Owners filed a request with the City requesting the consent of the City to annex the Guy Tract into the boundaries of the Districts. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract and agree as follows: AGREEMENT Section 1. Sections 1.01(a) and (t) of the Original Consent Agreement are hereby amended to read as follows, new Sections 1.01 (aa) through (tt) are added, and new ExhihkA-1 is hereby added to the Original Consent Agreement: (a) Agreement: Collectively, the Original Consent Agreement (defined herein), as amended by the First Amendment (defined herein). (t) Land: The 755 acres of land more or less located within the corporate limits of the City of Georgetown, Texas which is described by metes and bounds on Exhibit A (the "Wolf Ranch Tract"). Additionally. the Land also includes the approximately 365.688 acres of land described by metes and bounds on V rhihit : I-1 attached to the First Amendment (the "Guy Tract") and incorporated into the Agreement by reference for all purposes as if set forth in full. (aa) Original Consent Agreement: The Consent Agreement between the City and Wolf Owner, made to be effective on August 12, 2014 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2014095879. Page 2 (bb) First Amendment: The First Amendment to the Original Consent Agreement between the City, Developer, Wolf Owner, Britton/Guy Owners, and the Districts. (cc) First Amendment Effective Date: The latest date accompanying the signatures of the authorized representatives of the Parties to the First Amendment. (dd) Additional 3 -Acres of Parkland: The additional three (3) acres of public parkland described in Ordinance No. 2018-_ situated on the Guy Tract west of Southwest Bypass Road above the 100 -year floodplain limit in the approximate location shown on Exhibit 6-1 attached to Ordinance No. 2018- (ee) Additional 20 -Acres ofParkland: The additional twenty (20) acres of public parkland described in Ordinance No. 2018-_ situated on the Guy Tract east and west of Southwest Bypass Road generally alongside and crossing the South San Gabriel River in the approximate locations shown on Exhibit G-1 attached to Ordinance No. 2018- (ff) Commencement of Construction or Commence Construction: The first date that any actual excavation or land disturbance associated with the construction of a specified segment of the Guy Tract Regional Trail, or with the first Parkland Improvement in either the Additional 3 -Acres of Parkland or the HOA Park, as applicable. (gg) Completion of Construction or Complete Construction: The date the City's Director of the Parks and Recreation Department or his or her designee issues written acceptance of the entire length of a specified segment of the Guy Tract Regional Trail, or of a Parkland Improvement, as applicable. For the Guy Tract Regional Trail and the Additional 3 -Acres of Parkland, the City's written acceptance shall include transfer of ownership and assumption of maintenance. (hh) HOA Park: The private park to be constructed by Developer being at least one (1) acre in size located east of the Southwest Bypass Road on the Guy Tract that is to be owned, operated and maintained by the HOA, and which is further described in Ordinance No. 2018- and shown on Exhibit G-1 attached thereto. (ii) HOA Park Improvements: The improvements to be constructed by Developer within the HOA Park with total construction costs of at least $250,000 as specified on Exhibit G attached hereto. 0j) Parkland Improvements: The improvements to be constructed by Developer within the Additional 3 -Acres of Parkland that are described in more detail in the Parkland Improvements Agreement (defined herein). Page 3 (kk) Parkland Improvements Agreement means the agreement by and among Developer, the District, and the City pertaining to improvements required to be constructed by Developer in the Additional 3-Acres of Parkland with a total construction cost of at least $250,000, which agreement is attached to the First Amendment as Exhibit E. (11) Trailhead Parking Lot means a public parking lot to be constructed by Developer and situated on the west side of the Southwest Bypass Road adjacent to the Additional 3-Acres of Parkland and having access to it from a dedicated public street and from it to the Guy Tract Regional Trail, with a minimum of twelve (12) parking spaces, including two (2) spaces that are handicap accessible. (mm) Guy Tract Regional Trail means the hike and bike trail to be constructed by Developer in segments and to the standards set forth in the Development Agreement (as amended by this First Amendment) and in Ordinance No. 2018-___, and in the general location shown on Exhibit G-1 attached to Ordinance No. 2018- and on Exhibit F attached to this First Amendment. The Guy Tract Regional Trail is referred to in the Development Agreement and on Exhibit G-I of Ordinance No. 2018- as the San Gabriel River Trail, and on Exhibit C of Ordinance No. 2018- as the San Gabriel Trail. (nn) Guy Tract Regional Trail Segments: Collectively, the Phase 1 Segment, Phase 2 Segment, Phase 3 Segment and Phase 4 Segment of the Guy Tract Regional Trail, and individually any one of them, all as further defined herein and as shown on Exhibit Fattached to this First Amendment. (oo) Phase I Segment: That portion of the Guy Tract Regional Trail that is on the Guy Tract east of Southwest Bypass Road and is generally described in Ordinance No. 2018- and shown on Exhibit F attached to this First Amendment. (pp) Phase 2 Segment: That portion of the Guy Tract Regional Trail that is within the City's Lyndoch Park east of Southwest Bypass Road and is generally described in Ordinance No. 2018- and as shown on Roibit F attached to this First Amendment. (qq) Phase 3 Segment: That portion of the Guy Tract Regional Trail located east of Southwest Bypass Road and crosses under the Southwest Bypass Road on land owned by third persons who are not parties to this Agreement and is generally described in Ordinance No. 2018--and as shown on Exhibit F attached to this First Amendment. (rr) Phase 4 Segment: That portion of the Guy "Tract Regional Trail that is on the Guy Tract and west of Southwest Bypass Road and generally Page 4 described in Ordinance No. 2018- and as shown on Exhibit F attached to this First Amendment. (ss) Ordinance No. 2018 The planned unit development ordinance passed and approved by the Georgetown City Council on June 12, 2018 pertaining to portions of the Land, including all of the Guy Tract, and which is incorporated into the Agreement by reference For all purposes as if set forth in full. (tt) First Amendment to Chapter 552 Agreements: The first amendments to the Chapter 552 Agreements by and between the City, MUD 28, MUD 29, the Developer, and the Wolf Owner pertaining to construction and financing of public improvements to serve the Land. Section 2. Section 3 of the Original Consent Agreement is hereby amended to add new subsection 3.03 as follows: 3.03 Guy Tract Closing Date. As a condition precedent to the effectiveness of the First Amendment, the Parkland Improvements Agreement, and the First Amendment to the Chapter 552 Agreement, Developer or its affiliate (i.e., an entity that is controlled by or under common control with the Developer) must acquire all rights, title, and interest in the Guy Tract on or before 5:00 P.M. CST on the date that is one hundred eighty (180) days after the First Amendment Effective Date (the "Guy Tract ClosingDate"), and also provide to the City Attorney a copy of the recorded deed(s) evidencing its ownership or its affiliate's ownership of the Guy Tract on or before the date that is five (5) days after the Guy Tract Closing Date. If Developer or its affiliate fails to acquire the Guy Tract on or before the Guy Tract Closing Date or to provide copies of the deed to the City Attorney evidencing such acquisition, the City's consent to annexation of the Guy Tract into the boundaries of the Districts shall automatically expire and the Guy Tract shall not be annexed into the boundaries of the Districts and the First Amendment shall be void ab initio. Upon Developer or its affiliate acquiring ownership of the Guy Tract and delivering to the City Attorney a copy of the recorded deed(s) evidencing its ownership or its affiliate's ownership of the Guy Tract, all rights, title, and interest of the Britton/Guy Owners in and to the Original Consent Agreement and this First Amendment shall be automatically assigned to Developer without any further action required of any Party. For purposes of this section, 1-14 Georgetown, LP and Hillwood Enterprises, LP are each deemed to be an affiliate of the Developer. For purposes of this section, an entity will be considered an "affiliate" of Developer if either the Developer or the entity has the power to control the other, or if both Developer and the other entity are controlled by a third company. Page 5 5eetion 3. Section 5.01 of the Original Consent Agreement is hereby amended to read as follows: 5.01 Issuance of Bonds. A District may issue Bonds as permitted by applicable state law and the Agreement, as it may be amended from time to time. The District shall not issue Bonds that do not meet the requirements of the Agreement without the prior approval of the City Council. Section 4. Section 5.04 of the Original Consent Agreement is hereby amended to read as follows: 5.04 Amount of Bonds. In consideration of the City's consent to the creation of the Districts, the Districts agree that the total amount of Bonds issued by both Districts for all purposes, excluding refunding Bonds, shall not exceed ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000.00) (the "Bond Limit Amount"). The Developer and Districts acknowledge and agree that the Bond Limit Amount is sufficient to accomplish the purposes of the Districts, and that the Developer, and Districts have voluntarily agreed to the Bond Limit Amount. District improvements or facilities, if any, the cost of which exceeds the Bond Limit Amount shall be dedicated to the District without reimbursement unless otherwise approved by City Council. The Districts must issue its Bonds for the purpose of financing reimbursable expenses under Section 49.155 of the Texas Water Code and for the purposes authorized in Section 5.02 of this Agreement prior to or simultaneously with issuance of Bonds for any other purpose. Section 5. Subsection 9.02(a) of the Original Consent Agreement is hereby amended to read as follows: 9.02 Assignment (a) No Party may assign this Agreement without the written consent of all of the other Parties. Notwithstanding the preceding sentence, the Developer has the right, from time to time, to assign this Agreement, in whole or in part, and including any obligations, right, title, or interest of the Developer under this Agreement, to an affiliated entity (i.e., an entity that is controlled by or under common control with the Developer) or one or both of the Districts without City consent and in the form of assignment attached as Exhibit C or other form of assignment acceptable to the City. A copy of the executed assignment must be provided to the City within fifteen (15) days after execution. Page 6 Section 6. Section 10.01 of the Original Consent Agreement is amended to update the contact information for Parties to read as follows: City: CITY OF GEORGETOWN 113 E 8th St Georgetown, Texas 78626 Attn: City Manager David -N1orgati(e wort:etowm.)i- AFTER 1/1/2019: 808 Martin Luther King Street Georgetown, Texas 78726 Attn: City Manager day id,niur=�,r7nOeorfPcLow n.q2ig or P.O. Box 409 Georgetown, Texas 78627 Attn: City Manager with required copy to: City Attorney City of Georgetown P.O. Box 409 Georgetown, Texas 78627 charlic.in� Babb(ui`�;4Ur�,��tnvtt.iTr�; Developer Hillwood Attn: Brian Carlock 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: District Trey Lary Allen Boone Humphries Robinson LLP 1108 Lavaca, Suite 510 Austin, Texas 78701 Email: t1aryPabhr.com Britton Family Trust: The Britton Family Trust c/o Monnajene G. Knight. Trustee 991 Abigail Way #1001 Midlothian, Texas 76065 ir_irgen 1VssQ)sbcg1obaI.net Page 7 Guy Jr. Family Trust: The Guy Jr Family Trust c/o: Paul W. Guy, Trustee 4635 Kathy Lane Chico, California 95973 Email: pp-uy cr,csuchico.ed Section 7. Section 10.11 of the Original Consent Agreement is hereby amended to read as follows: Exhibit A- Metes and Bounds Description of the Wolf Ranch Tract portion of the Land Exhibit A-1- Metes and Bounds Descriptions of the Guy Tract portion of the Land Exhibit B District Consent Resolution Exhibit C Assignment and Assumption Agreement Exhibit D Annexation Consent Resolution Exhibit E Parkland Improvements Agreement Exhibit F Guy Tract Regional Trail Location and Phasing Exhibit G Required HOA Park Improvements Section 8 New Section 11.01 is hereby added to the Original Consent Agreement as follows: Section 11.01. Special Provisions Related to Greenbelts, HOA Park, Internal Trails and Related Improvements; Amenity Ponds; and Drainage Facilities. The District may own and operate greenbelt areas, the HOA Park (defined herein), HOA Park Improvements (defined herein), neighborhood pocket parks, internal trails and improvements constructed thereon, amenity ponds, water wells, and drainage/water quality improvements, and may provide park and recreational services to residents of the District; provided however, that: (i) proceeds from Bond issuances may not be used to operate, maintain, repair or replace same; and (ii) ownership of all such areas, facilities, improvements and services must transfer to the homeowners association ("HOA") for ownership, operation and maintenance on or prior to dissolution of the Districts by the City. The City agrees that the Districts may enter into a lease conveyance agreement with HOA pursuant to which the HOA will own and operate the above-described areas, facilities, an services on behalf of the Districts at standards no less stringent than the City standards for similar areas, facilities and services, and pursuant to which ownership of the areas, facilities and services shall automatically transfer to the HOA upon dissolution of the Districts. Page 8 Section 9. New Section 12 is hereby added to the Original Consent Agreement as follows: Section 12: Oversized Water Line. (a) Design and Construction Required: The City and the Developer agree that the Developer will be required to design and construct, or cause the Districts to design and construct, a 12 -inch (12") water transmission line that will serve the Wolf Ranch-Hillwood Planned Unit development (PUD) and the portions of the Districts located south of SH 29 including the Guy Tract, and further agree that the City's water master plan requires the Developer to oversize said water transmission line to a 24 -inch (24") line to serve the Guy Tract as well as other land in the vicinity that is inside and outside the boundaries of the Districts. The City and the Developer agree that the Developer shall design and construct, or cause the Districts to design and construct, such 24 -inch (24") oversized water transmission line and all associated appurtenances starting at the terminus of the City's existing 24 -inch (24") water line near the intersection of SH 29 and Southwest Bypass Road on the north side of SH 29, thence turning south under SH 29 and continuing within the Southwest Bypass right-of-way to the north side of the northern bridge section over the south fork of the San Gabriel River and all appurtenances (including but not limited to Pressure Reducing Valves) (collectively, the "Oversized Water Line"), The Developer shall have the right to adjust the alignment of the Oversized Water Line within the right-of-way to avoid impacts on environmentally sensitive areas. The Developer may construct the Oversized Water Line in two phases. Phase 1 shall start at the terminus of the City's existing 24 -inch (24") water line near the intersection of SH 29 and Southwest Bypass Road on the north side of SH 29, thence turning south under SH 29 and continuing within the Southwest Bypass right-of-way until it terminates at the Wolf Ranch Parkway; and Phase 2 shall commence from the terminus of Phase 1 (as described in this paragraph) and continue south within the Southwest Bypass right-of-way to the north side of the northern bridge section over the south fork of the San Gabriel River and all appurtenances (including but not limited to Pressure Reducing Valves). The Developer shall construct, or cause to be constructed the entire length of the Oversized Water Line (from SH 29 to the Southwest Bypass Bridge) at one time or in two phases (as described herein) and cause same to be accepted by the City for operation and maintenance. If the Developer constructs the Oversized Water Line in the phases described above, the Oversized Water Line shall be constructed according to the following schedule: (1) Developer shall construct Phase I prior to the City's recordation of a final plat containing the 300`h service unit equivalent (3/4" water meter) on the Guy Tract as service unit equivalents are calculated under Section 13.32.050 of the City Code of Ordinances, but not before the time at which the City's water model using inputs and assumptions approved Page 9 by the City demonstrates the need to provide sufficient flows to meet the City's Codes. The City shall not approve or record a final plat for any then unplatted portions of the Guy Tract if the Developer fails to construct Phase I according to the schedule above. (2) Developer shall construct Phase lI prior to the earlier of the following: a) the City's recordation of a final plat for any portion of the Guy Tract that is adjacent (abutting) the Southwest Bypass Road right-of-way and located south of Wolf Ranch Parkway, or b) the City's recordation of a final plat that contains any portion of the last 10% of the 236.74 acres of the Guy Tract that is located east of the Southwest Bypass Road. The City shall not approve a final plat for any portion of the Guy Tract if the Developer fails to construct Phase 11 according to the schedule above. The Oversized Water Line constitutes an "oversized utility line," as defined by the City's Unified Development Code in effect on May 22, 2018 ("UDC"), the oversized portion of which is eligible for Developer reimbursement pursuant to the terms and conditions of this Agreement. The Oversized Water Line will be constructed within existing right-of-way, and the Developer shall not be required to dedicate any easements or right-of-way for the Oversized Water Line. (b) Process and Payment. (1) Design. Developer shall design, or cause to be designed, the Oversized Water Line at no cost to the City and without right of reimbursement from the City. All design drawings, specifications, bid documents and design documents shall be prepared in compliance with the applicable City ordinances, standards and policies and this Agreement (the "Oversized Water Line Plans"), and submitted to the City for the City's review and approval in its regulatory capacity. (2) Construction. Developer shall construct the Oversized Water Line in accordance with the City -approved Oversized Water Line Plans and this Agreement and shall initially pay all costs associated with the construction of the Oversized Water Line, subject to the reimbursement rights for partial construction costs as provided herein. The City's reimbursement obligations will extend only to the City's Proportional Cost associated with the capacity of the Oversized Water Line not necessary for the Guy Tract and other development on the Land located south of SH 29 and shall be subject to the terms and conditions of this Agreement. For the purposes of this Agreement, the term "City's Proportional Cost" shall mean the product of the actual, documented construction costs of the Oversized Water Line and one minus the percentage obtained by dividing the maximum flow of a pipe sized for development on the Land, including the Guy Tract, that will need the Oversized Water Line for adequate fire flow only by the maximum flow of Oversized Water Line as constructed. By way of example, the calculation of City's Proportional Cost shall be as follows: Page 10 City's Maximum Proportional Cost Reimbursement Amount = Actual Oversized Construction Cost of Oversized Water Line x (1—(WCMUD 428 and #29 Only Pipe Flow (MGD)/Master Plan Pipe Flow (MGD)). (3) if Developer allows work to commence on any change order before receiving City approval, any costs incurred on that change order that are not approved by the City are not eligible for reimbursement. City approval of change orders shall not be unreasonably withheld, delayed, or conditioned, and a determination on a request for change order approval shall be made within ten (10) calendar days after the date a written request for change order approval is submitted to the City Manager or his or her designee. (4) Provided that the Developer has constructed the Oversized Water Line, has complied with the terms and conditions of this Agreement pertaining to the Oversized Water Line, and provided further that the City has accepted the Oversized Water Line for ownership, operation and maintenance, which acceptance shall not be unreasonably withheld, delayed, or conditioned, then City shall pay to Developer on an annual basis, but in any event not beginning later than December 31 of the year following the City's acceptance of the Oversized Water Line (or any completed phase of the Oversized Water Line, if constructed in phases) for ownership, operation and maintenance, the transmission portion of the water impact fees that are actually received by the City from connections on the Land during the preceding City fiscal year, but not to exceed the amount of the City's Proportional Cost. The payments to be made to Developer by the City under this Section shall be payable, if paid, solely from the above- described portion of the water impact fees received by the City during the previous City fiscal year. The City's obligation to make payments to Developer for the City's Proportional Cost shall expire upon the earlier of (i) payment to Developer in full but without interest of the City's Proportional Cost; or (ii) the date that is ten (10) years following the City's acceptance of the final phase of the Oversized Water Line for ownership, operation and maintenance. Any payments yet to be paid after the end of the ten (10) year term described in subsection (ii) of this Section shall be deemed unearned and the City shall have no further obligation to Developer for reimbursement of same. Page 11 -Pipe Diameter Flow (MGD) Master Plan Pipe 24" 26 MGD WCMUD #28 AND 12" 6 MGD #29 Only Pipe Size (located south of SH 29 and benefitting from Oversized Water Line City's Maximum Proportional Cost Reimbursement Amount = Actual Oversized Construction Cost of Oversized Water Line x (1—(WCMUD 428 and #29 Only Pipe Flow (MGD)/Master Plan Pipe Flow (MGD)). (3) if Developer allows work to commence on any change order before receiving City approval, any costs incurred on that change order that are not approved by the City are not eligible for reimbursement. City approval of change orders shall not be unreasonably withheld, delayed, or conditioned, and a determination on a request for change order approval shall be made within ten (10) calendar days after the date a written request for change order approval is submitted to the City Manager or his or her designee. (4) Provided that the Developer has constructed the Oversized Water Line, has complied with the terms and conditions of this Agreement pertaining to the Oversized Water Line, and provided further that the City has accepted the Oversized Water Line for ownership, operation and maintenance, which acceptance shall not be unreasonably withheld, delayed, or conditioned, then City shall pay to Developer on an annual basis, but in any event not beginning later than December 31 of the year following the City's acceptance of the Oversized Water Line (or any completed phase of the Oversized Water Line, if constructed in phases) for ownership, operation and maintenance, the transmission portion of the water impact fees that are actually received by the City from connections on the Land during the preceding City fiscal year, but not to exceed the amount of the City's Proportional Cost. The payments to be made to Developer by the City under this Section shall be payable, if paid, solely from the above- described portion of the water impact fees received by the City during the previous City fiscal year. The City's obligation to make payments to Developer for the City's Proportional Cost shall expire upon the earlier of (i) payment to Developer in full but without interest of the City's Proportional Cost; or (ii) the date that is ten (10) years following the City's acceptance of the final phase of the Oversized Water Line for ownership, operation and maintenance. Any payments yet to be paid after the end of the ten (10) year term described in subsection (ii) of this Section shall be deemed unearned and the City shall have no further obligation to Developer for reimbursement of same. Page 11 (c) Within thirty (30) days of final written acceptance by the City of the final phase of the Oversized Water Line for ownership, operation and maintenance, Developer must submit a report to the City of the total costs of the improvement that includes all supporting construction cost information. (d) The obligations of the City under this Agreement to make payments in any fiscal year shall constitute a current expense for that fiscal year payable solely from the revenues of the Water Capital Fund for that fiscal year. The City acknowledges that all water impact fee revenue collected by the City is deposited into the Water Capital Fund. The obligation of the City to make payments does not constitute a general obligation or indebtedness of the City for which the City is obligated to levy or pledge any form of taxation. (e) Notwithstanding the foregoing or anything else to the contrary in this Agreement, it is understood that Districts shall retain capacity interest rights sufficient to provide service to the Districts in the Oversized Water Line sufficient to serve the Land as contemplated by this Agreement and Ordinance No. 2018-_. Any conveyance or other transfer of the Oversized Water Line to the City shall not affect Developer's right to reimbursement from the District for the cost of any improvements or capacity in improvements constructed or financed by Developer's, or the Districts' right to affect such reimbursement. Section 10. New Section 13 is hereby added to the Original Consent Agreement which shall supersede and replace Section 5.6 of the Development Agreement in the event of a conflict with Section 5.6 of the Development Agreement, and shall read as follows: Section 13. Special Requirements Pertaining to Development of the Guy Tract. (a) General. Except as specifically provided otherwise in this Agreement, development of the Guy Tract shall be governed by and subject to the City's Unified Development Code, as the same may be amended from time to time by the City Council for uniform application; final plats of the Guy Tract that are approved from time to time by the City; all applicable City, state and federal laws, rules, and regulations; this Agreement; and Ordinance No. 2018 -_(pertaining to planned unit development standards applicable to the Guy Tract), including any amendments to said zoning ordinance adopted from time to time by the City Council. Ordinance No. 2018-_ and any future amendments thereto are hereby incorporated into this Consent Agreement by reference for all purposes as if set forth in full. Nothing in this subsection shall be construed as a waiver of Developer's rights under state or federal law, including, but not limited to, Developer's rights under Chapter 245 of the Texas Local Government Code. (b) Construction Deadlines. Page 12 (1) Phase 1 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, the Phase 1 Segment not later ilian the date that is twelve (12) months alter issuance by the City of the G()()'h building permit for a single -family residence located on that portion of the Land situated east of Southwest Bypass Road and south of SH 29. Developer shall Complete Construction, or cause Completion of Construction, of the Phase 1 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. (2) Phase 2 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, the Phase 2 Segment not later than the date that is twelve (12) months after issuance by the City of the 600'h building permit for a single-family residence located on that portion of the Land situated east of Southwest Bypass Road and south of SH 29. Developer shall Complete Construction, or cause Completion of Construction, of the Phase 2 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. The City hereby grants Developer and its contractors the right to enter discrete parts of Lyndoch Park as may be designated on the construction plans submitted to the City for the Phase 2 Segment of the Guy Tract Regional 'frail necessary for construction of the Phase 2 Segment. This right of entry shall commence on receipt of a Notice to Proceed for said segment and expire automatically upon final acceptance of the Phase 2 Segment by the City. The right of entry granted by this Section shall not extend to any other portion of the Lyndoch Park and Developer has no right to access, store or stage materials or equipment in any part of Lyndoch Park other than the area(s) specifically designated as the locations for same on the City - approved construction plans for Phase 2 Segment. (3) Phase 3 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, the Phase 3 Segment not later than the date that is the last to occur of the following two events: (x) the date that is twelve (12) months after issuance by the City of the 600`h building permit for a single-family residence located on that portion of the Land situated east of Southwest Bypass Road and south of SH 29; or (y) the date that is twelve (12) months after the date that the City issues written notice to the Developer that the City has secured easements for the Phase 3 Segment. Developer shall Complete Construction, or cause Completion of Construction, of the Phase 3 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. (4) Phase 4 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, Phase 4 Segment not later than the date that is twelve (12) months after issuance by the City of the 400`h building permit for a single-family residence located on that portion of the Land situated west of Southwest Bypass Road and south of SH 29. Developer shall Complete Construction, or cause Completion of Page 13 Construction, of the Phase 4 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. (5) Trailhead Parking Lot. Developer shall Commence Construction, or cause Commencement of Construction of, the Trailhead Parking Lot not later than the date that is twelve (12) months after the first to occur of the following events: (x) the date of the City's approval of a final plat for all or any part of the Land situated west of Southwest Bypass Road and south of SH 29 that includes the 600th single-family residential lot for said geographic area; or (y) the date that the City approves any final plat for the Additional 3 -Acres of Parkland or for land adjacent to and abutting the Additional 3 -Acres of Parkland. Developer shall Complete Construction, or cause Completion of Construction, of the Trailhead Parking Lot not later than the date that is twelve (12) months after Commencement of Construction of same. (6) Additional 3 -Acres of Parkland. As specified in the Parkland Improvements Agreement attached hereto as L''.yNbit E Developer shall Commence Construction or cause the Commencement of Construction of the Parkland Improvements within the Additional 3 -Acres of Parkland not later than the date that is twelve (12) months after the first to occur of the following events: (x) the date of the City's approval of a final plat for all or any part of the Land situated west of Southwest Bypass Road and south of SH 29 that includes the 600th single-family residential lot for said geographic area; or (y) the date that the City approves any final plat for the Additional 3 -Acres of Parkland or for land adjacent to and abutting the Additional 3 -Acres of Parkland. Completion of Construction of the Parkland Improvements within the Additional 3 -Acres of Parkland shall occur on or before the date that is twelve (12) months after Commencement of Construction of same. (7) HOA Park. Developer shall Commence Construction or cause Commencement of Construction of the HOA Park Improvements not later than the date that is twelve (12) months after the first to occur of the following events: (x) the date of the City's approval of a final plat for all or any part of the Guy Tract situated east of Southwest Bypass Road and south of SH 29 that includes the 600th single-family residential lot for said geographic area; or (y) the date that the City approves any final plat including an HOA Park or land adjacent to and abutting any HOA Park. Completion of Construction of the HOA Park Improvements within an HOA Park shall occur on or before the date that is twelve (12) months after Commencement of Construction of same. (c) Dedication Deadlines (1) Additional 3 -Acres of Parkland Developer shall dedicate, or cause to be dedicated, to the City the Additional 3 -Acres of Parkland on the Page 14 schedule specified in the Parkland Improvements Agreement attached hereto as Exhibit E. (2) Additional 20 -Acres of Parkland. Developer shall dedicate, or cause to be dedicated, to the City the Additional 20 -Acres of Parkland not later than the deadline specified in Section 13(b)(4), above, for Completion of Construction of the Phase 4 Segment. (3) Trailhead Parking Lot. Developer shall dedicate, or cause to be dedicated, to the City, the Trailhead Parking Lot not later than thirty (30) days after the latest to occur of the following events: (x) Developer has Completed Construction of, or caused Completion of Construction of, both the Trailhead Parking Lot and the Additional 3 -Acres of Parkland; and (y) a public road has been constructed and accepted by the City that is within 200 linear feet from the nearest boundary of the Trailhead Parking Lot site. (d) HOA Park Improvements Construction Costs. The total construction costs must be at least $250,000for the HOA Park Improvements specified on Exhibit G attached hereto, Prior to Completion of Construction for any HOA Park, the Developer shall provide to the City for approval supporting documentation detailing the total construction costs for the HOA Park Improvements in that Park. (e) Guy Tract Regional Trail Access Easements. The Phase 1 and Phase 4 Segments must be accessible at all times by the City from a constructed and dedicated public road, across public parkland dedicated to the City, or from permanent, exclusive easements in favor of the City. If access is from easements, then such easements must be at least twenty (20) feet wide; improved with an access road constructed pursuant to City standards for maintenance access roads that is acceptable to the Systems Engineering Director; provided to the City at no cost to the City; be accompanied by a title commitment and title insurance having only those standard, pre-printed exceptions that are reasonably acceptable to the City Attorney; and be acceptable in form and substance to the City Attorney. (f) Compliance with Unified Development Code Requirements. Dedication of the Additional 3 -Acres of Parkland and the Additional 20 -Acres of Parkland along with the construction of the Parkland Improvements, HOA Park Improvements, the Guy Tract Regional Trail and Trailhead Parking Lot, all in accordance with the terms and conditions of this Agreement, shall constitute full compliance with City requirements for dedication of parkland, construction of parkland improvements, and payment of park fees associated with the development of 950 single family residential units on the Guy Tract. If the Guy Tract is developed with more than 950 single family residential units, the provisions of the City's Unified Development Code shall apply and additional parkland, parkland improvements, and/or payment of park fees may be required for any single family residential units above the initial 950 single family residential units. Notwithstanding Page 15 anything to the contrary in this Agreement or in the City's Unified Development Code, in no event shall Developer's obligations with regard to parkland dedication, construction of parkland improvements, or payment of park fees be less than described in Section 13 of this First Amendment. section 11. New Section 14 is added to the Original Consent Agreement and shall read as follows: Section 14. The Developer or the Districts shall construct all on-site drainage infrastructure required to serve full development of the Guy Tract. The Districts shall own and maintain all required on-site water quality and detention facilities on the Guy Tract once constructed and inspected by the City, subject to the requirements of Section 1 1 of the Consent Agreement, as amended. Provided that appropriate drainage easements are secured, the City will allow rully developed flows From the Guy Tract to be discharged from water quality ponds into the San Gabriel River, in accordance with drainage easements and the adopted drainage policies of the City. Section 12. New Section 15 is added to the Original Consent Agreement and shall read as follows: Section 15. The Developer shall submit a traffic impact analysis ("TIA") covering all of the Guy Tract, plus any other portion of the Land that is designed to be a part of the same neighborhood(s) not separated by a collector (e.g. Wolf Ranch Parkway) or higher classified street, to the City prior to approval of the first preliminary plat for any portion of the Guy Tract. No other TIA will be required for the Guy Tract unless the Developer elects to submit, and the City agrees to accept, an additional TIA or the City requires a new TIA because the Guy Tract is developed with more intense uses than assumed in the TIA. if the TIA shows offsite impacts that require off-site roadway improvements, the Developer shall pay to the City the pro rata portion of the cost of those improvements related to development of the Guy Tract prior to the recordation of the final plat, or work with the appropriate ,governmental authorities to construct such improvements and seek reimbursement for the: portion of such costs attributable to such oversized portions. Section 13. New Section 16 is added to the Original Consent Agreement and shall read as follows: Section 16. Water wells may be drilled by the Developer or the Districts on property within the Districts to provide non -potable water for irrigation of property owned or controlled by the District or HOA, and to maintain water levels in ponds within the District, subject to all applicable rules and regulations of the TCEQ and City ordinances and policies. The water wells may not be used to irrigate single- family lots, multi -family developments, and schools. Page 16 Section 14. New Section 17 is added to the Original Consent Agreement and shall read as follows: Section 17. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations in Sections 12 and 13 of this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations in Sections 12 and 13 of this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. "Force majeure" means any act or event, whether foreseen or unforeseen, that meets all of the following tests: i. The act or event prevents a party (the "Nonperforming Party"), in whole or in part, from timely performing its obligations under this Agreement; or satisfying any conditions precedent to the other party's (the "Performing Party's") obligations under this Agreement; and ii. The act or event is not within the reasonable control of and not the fault of the Nonperforming Party, and iii. The Nonperforming Party has been unable to avoid or overcame the act or event by the exercise oFdtie diligence and reasonable care; and iv. The act or event does not include economic hardship, changes in market conditions, or unavailability of labor, equipment or supplies. No later than three (3) business days after becoming aware of the occurrence of an event offorce majeure, the Nonperforming Party shall furnish the Performing Party with written notice including a detailed explanation of the force majeure event, and estimate of the expected duration, and a description of the action that will be takell to remedy the force majeure and resume full performance at the earliest possible time. The Nonperforming Party shall immediately give the Performing Party written notice when the Nonperforming Party is able to resume performance of its obligations in Sections 12 and 13 of this Agreement and satisfy the conditions to the Performing Party's obligations. During the suspension of performance by the Nonperforming Party, the Performing Party shall be relieved of it is obligations under Section 12 and 13, as applicable. Section 15. Except as provided in this First Amendment, the Original Consent Agreement remains in full force and effect and the terms and conditions of the Original Consent Agreement have not been modified or amended. All capitalized terms used herein shall have the meanings assigned to them in the Original Consent Agreement unless otherwise defined here. Section 16. The Agreement may be amended only with the written consent of all Parties in accordance with Section 10.04 of the Agreement, and all of the Parties to the Original Consent Agreement have consented to the First Amendment. The Wolf Owner is not a required Party to Page 17 any future amendments to the Agreement, inasmuch as the Developer hereby warrants and represents to the City that all rights, title, interests, and obligations of Wolf Owner under the Original Consent Agreement as to the portion of the Land located within the boundaries of the Districts as of the First Amendment Effective Date, have been assigned to and assumed by, the Districts. The Britton/Guy Owners' authorized representatives must sign this Agreement on or before the Guy Tract Closing Date for purposes of evidencing their consent to the terms and conditions the Agreement and recordation of this First Amendment in the Official Public Records of Williamson County, Texas. [EXECUTION PAGES TO FOLLOW] Page 18 CITY OF GEORGETOWN M. Date: ATTEST: Sherry Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb. City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § Dale Ross, Mayor This instrument was acknowledged before me on the day of , 2018, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule city, on behalf of the City. (seal) Notary Public Signature Page 19 WOLF OWNER By: Wolf Legacy, L.P., a Texas Limited Partnership, by its General Partner, Wolf Legacy, G.P., LLC, a Texas Limited Liability Company Name: Title: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 2018, by said entity. (seal) a Notary Public Signature _ of on behalf of Page 20 1560.018\72807.18 DEVELOPER By: H4 WR, L.P., a Texas Limited Partnership Name: Title: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of , 2018, by of a , on behalf of said entity. (seal) Notary Public Signature Page 21 1560.018\72807.18 WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 28: President, Board of Directors ATTEST: Secretary, Board of Directors (SEAL) STATE OF TEXAS M COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of , 2018, by , , President of Williamson County Municipal Utility District No. 28, a special district operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Page 22 1560.018\72807.18 WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 29: President, Board of Directors ATTEST: Secretary, Board of Directors (SEAL) STATE OF TEXAS COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of , 2018, by President of Williamson County Municipal Utility District No. 29, a special district operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Page 23 1560.018\ 72807.18 BRITTON/GUY OWNERS: BRITTON FAMILY TRUST Printed Name: Monnajene G. Knight Title: Trustee THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 2018, by Monnajene G. Knight, in her capacity as Trustee of the Britton Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 24 1560.018\ 72807.18 GUY JR FAMILY TRUST By: Printed Name: Paul W. Guy Title: Trustee THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2018, by Paul W. Guy, in his capacity as Trustee of the Guy Jr. Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 25 1560.018\72807.18 GUY JR FAMILY TRUST By: Printed Name: Gary B. Guy Title: Trustee THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2018, by Gary B. Guy, in his capacity as Trustee of the Guy Jr. Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 26 1560.018\72807.18 GUY JR FAMILY TRUST By: Printed Name: Greg A. Guy Title: Trustee THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of 2018, by Greg A. Guy, in his capacity as Trustee of the Guy Jr. Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 27 1560.018\72807.18 EXHIBIT A-1 METES AND BOUNDS DESCRIPTION OF THE GUY TRACT PORTION OF THE LAND EAST TRACT METES AND BOUNDS DESCRIPTION FOR A 236.714 ACRE TRACT OF LAND (EAST TRACT) LOCATED IN THE JOSEPH THOMPSON SURVEY, ABSTRACT NO. 608 AND THE CLEMENT STUBBLEFIELD SURVEY, ABSTRACT NO. 558, WILLIAMSON COUNTY, TEXAS, AND BEING A PART OF A REMNANT PORTION OF THE CALLED 457 ACRE TRACT OF LAND CONVEYED TO MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST, AS RECORDED IN DOCUMENT NO. 2014059029, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AS DESCRIBED IN VOLUME 345, PAGE 460, DEED RECORDS, WILLIAMSON COUNTY, TEXAS, SAVE AND EXCEPT A CALLED 0.686 ACRE TRACT OF LAND CONVEYED TO H4 WR, LP, RECORDED IN DOCUMENT NO.S 2016062606 AND 2016067692, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 0.749 ACRE TRACT OF LAND CONVEYED TO THE BRITTON FAMILY TRUST AND THE GUY JR. FAMILY TRUST, RECORDED IN SAID DOCUMENT NO.S 2016062606 AND 2016067692, SAID 0.749 ACRE TRACT BEING A PORTION OF SAID CALLED 457 ACRE MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST TRACT, AND ALL OF A CALLED 12.93 ACRE TRACT OF LAND CONVEYED TO VALAREE C. GUY, PAUL W. GUY, GARY B. GUY AND GREG A. GUY, TRUSTEES OF THE GUY JR. FAMILY TRUST AND AS DESCRIBED IN DOCUMENT NO. 2014016254, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS, AND TO MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST, RECORDED IN DOCUMENT NO. 2014064497, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID 236.714 ACRE TRACT OF LAND (EAST TRACT) SURVEYED ON THE GROUND BY DIAMOND SURVEYING, INC. DURING THE MONTH OF JUNE 2, 2017 AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGIN FOR REFERENCE at a 5/8" iron rod found monumenting an angle point in the north boundary line of said 457 acre tract, same being on the southeast corner of a called 278.212 acre tract of land conveyed to 278 Georgetown, Inc. as described in Document No. 2014094143, Official Public Records, Williamson County, Texas, same being on the southwest corner of a called 356 1/2 acre tract of land as described in Volume 282, Page 90, Deed Records, Williamson County, Texas, same being on the most westerly southwest corner of a called 195.611 acre tract of land (Tract 2) conveyed to H4 WR, LP as described in Document No. 2014081688, Official Public Records, Williamson County, Texas; THENCE, with the common boundary line of said 457 acre tract, and said 356 1/2 acre tract, and said 195.611 acre tract (Tract 2), N 68°40'46" E, for a distance of 1060.91 feet to a 60D nail found in fence post, being on the northwest corner of a called 399 acre tract as described in Volume 285, Page 561, Deed Records, Williamson County, Texas; EXHIBIT A-1 Guy Tract Page 1 of 10 EAST TRACT THENCE, continuing with the common boundary line of said 457 acre tract, and said 399 acre tract, in part with the south boundary line of said 195.611 acre tract (Tract 2), and in part with the north boundary line of a called 20.942 acre tract of land conveyed to the City of Georgetown, as described in Document No. 2015010273, Official Public Records, Williamson County, Texas, and in part with the south boundary line of a called 39.713 acre tract of land conveyed to the City of Georgetown, as described in Document No. 2011065725, Official Public Records, Williamson County, Texas, the following two (2) courses and distances: 1. S 19°25'19" E, for a distance of 437.44 feet to a 60D nail found in fence post, being on the southwest corner of said 399 acre tract, 2. N 70°04'00" E, passing at a distance of 1209.35 feet, a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", on the southeast corner of said 195.611 acre tract (Tract 2), being on the northwest corner of said 20.942 acre City of Georgetown tract, being on the southwest corner of said 39.713 acre City of Georgetown tract, continuing an additional 530.59 feet, for a total distance of 1739.94 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying" on a point in the north boundary line of said 457 acre tract, being on the northeast corner of said 20.942 acre City of Georgetown tract, same being on the southeast corner of said 39.713 acre City of Georgetown tract, same being the southwest corner of a called 208.881 acre tract of land (Tract 4) conveyed to H4 WR, LP as described in said Document No. 2014081688 for the northwest corner and POINT OF BEGINNING hereof; THENCE, with the common boundary line of said 457 acre tract, said 399 acre tract, and said 208.881 acre tract (Tract 4), the following two (2) courses and distances: 1. N 70°04'00" E for a distance of 722.20 feet to a 60D nail found in a fence post, monumenting an angle point hereof; 2. S 60°39'27" E for a distance of 211.70 feet to a 60D nail found in a fence post, monumenting an angle point hereof; THENCE, departing the boundary line of said 208.881 acre tract (Tract 4), continuing with the common boundary line of said 457 acre tract, and said 399 acre tract, and in part with the north boundary line of said 12.93 acre tract, the following two (2) courses and distances: (Note: boundary line of said 208.881 acre tract as monumented on the ground is not congruent with the original boundary line described in said Volume 345, Page 460 and said Volume 285, Page 561 for the following two (2) courses and distances): 1. S 29°48'01" E for a distance of 731.11 feet to a 60D nail found in a fence post, monumenting an angle point hereof; 2. N 6916'02" E passing at a distance of 6.24 feet a calculated point, and from which an iron rod found with cap marked "Pape Dawson", bears N 3016'55" W EXHIBIT A-1 Guy Tract Page 2 of 10 EAST TRACT for a distance of 0.43 feet, passing at an additional distance of 2048.05 feet a calculated point, and from which an iron rod found with cap marked "RPLS 2218", bears N 17°59'16" E for a distance of 6.95 feet, continuing an additional 184.35 feet, for a total distance of 2238.64 feet to a wood fence post found, on an angle point in the south boundary line of said 208.881 acre tract (Tract 4), monumenting an angle point hereof; THENCE, with the common boundary line of said 457 acre tract, said 399 acre tract, and said 208.881 acre tract (Tract 4), the following two (2) courses and distances: 1. S 81057'22" E passing at a distance of 123.02 feet a calculated point, and from which an iron rod found with cap marked "RPLS 2218", bears S 17°58'38" W for a distance of 3.34 feet, continuing an additional 1835.13 feet, for a total distance of 1958.15 feet to a wood fence post found, monumenting an angle point hereof; 2. N 09°30'37" E for a distance of 212.60 feet to an iron rod found with cap marked "Pape Dawson", monumenting the southwest corner of said 0.686 acre tract and an angle point in the south boundary line of said 208.881 acre tract (Tract 4) and an angle point in the south boundary line of said 399 acre tract for an angle point hereof; THENCE, through the interior of said 457 acre tract, S 67°37'21" E with the southwesterly boundary line of said 0.686 acre tract and the south boundary line of said 208.881 acre tract (Tract 4), for a distance of 181.77 feet to an iron rod found with cap marked "Pape Dawson", monumenting an angle point in the southerly boundary line of said 0.686 acre tract, the northwest corner of said 0.749 acre tract and an angle point in the south boundary line of said 208.881 acre tract (Tract 4), for an angle point hereof; THENCE through the interior of said 208.881 acre tract (Tract 4), N 58°11'49" E with the southeasterly boundary line of said 0.686 acre tract and the north boundary line of said 0.749 acre tract for a distance of 148.82 feet to a 1/2" iron rod found with cap marked "Diamond Surveying", monumenting the southeast corner of said 0.686 acre tract, the northeast corner of said 0.749 acre tract, an angle point in said 457 acre tract and an angle point in said 399 acre tract, for an angle point hereof; THENCE, continuing through the interior of said 208.881 acre tract (Tract 4), with the common boundary line of said 457 acre tract, and said 399 acre tract and with the east boundary line of said 0.749 acre tract, the following two (2) courses and distances. 1. S 12'47'35" E for a distance of 135.57 feet to a 1/2" iron rod found with cap marked "Diamond Surveying", monumenting an angle point hereof; 2. S 66°32'54" E for a distance of 48.85 feet to a calculated point, on the northeast corner of said 457 acre tract, being an angle point on in the southerly boundary line of said 0.749 acre tract, same being an angle point in the south boundary EXHIBIT A-1 Guy Tract Page 3 of 10 EAST TRACT line of said 399 acre tract, same being on a point in the center of the South San Gabriel River, for the most easterly northeast corner hereof; THENCE, S 19022'42" W, with the east boundary line of said 0.749 acre tract and the south boundary line of said 457 acre tract, same being the center of said South San Gabriel River, for a distance of 122.81 feet to a calculated point on the southeast corner of said 0.749 acre tract, same being on a point in the west boundary line of Lot 1, Resubdivision of San Gabriel Heights, Section Six, a subdivision recorded in Cabinet P, Slide 247, Plat Records, Williamson County, Texas, for an angle point hereof; THENCE, continuing with the south boundary line of said 457 acre tract, same being the center of said South San Gabriel River, in part with the west boundary line of said Lot 1, Resubdivision of San Gabriel Heights, Section Six, in part with the west boundary line of Lot 1, Block A, River Ridge, Section Two -C, a subdivision recorded in Cabinet F, Slide 198, in part with the west boundary line of River Ridge, Section One, a subdivision recorded in Cabinet D, Slide 194, in part with the northwest boundary line of River Ridge, Section Two -B, a subdivision recorded in Cabinet F, Slide 369, in part with the north boundary line of River Ridge, Section Two -A, a subdivision recorded in Cabinet F, Slide 365, in part with the north boundary line of Lot 31, Block U, River Ridge Three, Section B, a Vacation and Resubdivision of a Portion of River Ridge Sections Three -A, Three -B and Three -C, a subdivision recorded in Cabinet L, Slide 296, in part with the north boundary line of Lot 7, Block E, Resubdivision of Riverview Estates, a subdivision recorded in Cabinet K, Slide 51, said subdivisions of the Plat Records, Williamson County, Texas, in part with the north boundary line of a called 68.080 acre tract of land conveyed to LAMY 2243, LTD., as recorded in Document No. 2013028282, Official Public Records, Williamson County, Texas, and in part with the north boundary line of the remnant portion of a called 25.75 acre tract of land conveyed to A. C. Weir Properties, LTD., as recorded in Document No. 2005090431, Official Public Records, Williamson County, Texas, as described in Volume 1238, Page 445, Official Records, Williamson County, Texas, the following thirty-one (31) courses and distances: 1. S 31°32'41" W for a distance of 102.20 feet to a calculated point hereof; 2. S 33°33'18" W for a distance of 228.43 feet to a calculated point hereof; 3. S 17°23'22" W for a distance of 154.88 feet to a calculated point hereof; 4. S 04°36'22" W for a distance of 234.11 feet to a calculated point hereof; 5. S 17°08'40" E for a distance of 164.52 feet to a calculated point hereof; 6. S 01°35'45" W for a distance of 156.16 feet to a calculated point hereof; 7. S 09013'13" W for a distance of 388.34 feet to a calculated point hereof; 8. S 24°35'03" W for a distance of 152.14 feet to a calculated point hereof; 9. S 15°11'10" W for a distance of 68.29 feet to a calculated point hereof; 10. S 00058'59" E for a distance of 64.02 feet to a calculated point hereof; 11. S 22022'25" W for a distance of 204.09 feet to a calculated point hereof; 12. S 43°48'57" W for a distance of 346.85 feet to a calculated point hereof; 13. S 50057'05" W for a distance of 266.63 feet to a calculated point hereof; EXHIBIT A-1 Guy Tract Page 4 of 10 EAST TRACT 14. S 74031'36" W for a distance of 110.96 feet to a calculated point hereof; 15. N 82048'56" W for a distance of 406.55 feet to a calculated point hereof; 16. N 75041'50" W for a distance of 191.41 feet to a calculated point hereof; 17. N 61053'29" W for a distance of 151.90 feet to a calculated point hereof; 18. N 47044'05" W for a distance of 206.54 feet to a calculated point hereof; 19. N 58003'37" W for a distance of 242.08 feet to a calculated point hereof; 20. N 70057'13" W for a distance of 173.72 feet to a calculated point hereof; 21. N 84043'09" W for a distance of 215.65 feet to a calculated point hereof; 22. S 80012'38" W for a distance of 188.97 feet to a calculated point hereof; 23. S 85027'43" W for a distance of 493.64 feet to a calculated point hereof; 24. S 87039'56" W for a distance of 248.99 feet to a calculated point hereof; 25. S 80020'51" W for a distance of 366.12 feet to a calculated point hereof, 26. S 59030'47" W for a distance of 122.13 feet to a calculated point hereof; 27. S 70007'47" W for a distance of 135.27 feet to a calculated point hereof; 28. S 77049'02" W for a distance of 243.17 feet to a calculated point hereof; 29. S 85058'39" W for a distance of 269.27 feet to a calculated point hereof; 30. N 88°44'51" W for a distance of 261.33 feet to a calculated point hereof; 31. S 71009'02" W for a distance of 173.04 feet to a calculated point on an angle point in the south boundary line of said 457 acre tract, same being the southeast corner of said 20.942 acre City of Georgetown tract, same being an angle point on the north boundary line of said 25.75 acre tract, same being on the northeast corner of a called 39.969 acre tract of land described in a Possession and Use Agreement for Transportation Purposes to the City of Georgetown, recorded in Document No. 2015109482, Official Public Records of Williamson County, Texas, for the southwest corner hereof, and from which a calculated point on the southwest corner of said 20.942 acre City of Georgetown tract, same being an angle point on the north line of the remnant portion of a called 1048.20 acre tract of land conveyed to A. C. Weir Properties, LTD., as recorded in Document No. 2005090431, Official Public Records, Williamson County, Texas, as described in Volume 522, Page 451, Deed Records, Williamson County, Texas, same being on the northwest corner of said 39.969 acre City of Georgetown tract, bears, S 69°23'58" W for a distance of 55.21 feet to a calculated point, S 74048'58" W for a distance of 98.30 feet to a calculated point, S 63004'17" W for a distance of 52.44 feet to a calculated point, and S 57°40'49" W for a distance of 65.29 feet; THENCE, with the east boundary line of said 20.942 acre City of Georgetown tract, the following three (3) courses and distances: 'I, N 22023'05" W passing at a distance of 50.07 feet, a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", continuing an additional 695.32 feet, for a total distance of 745.39 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting an angle point hereof; EXHIBIT A-1 Guy Tract Page 5 of 10 EAST TRACT 2. N 08031'29" E for a distance of 116.48 feet to a 1/2" iron rod set with cap marked "Diamond Surveying", monumenting an angle point hereof; 3. N 19°22'56" W for a distance of 1416.81 feet to the POINT OF BEGINING hereof and containing 236.714 acres of land more or less. BEARING BASIS: NAD -83, TEXAS CENTRAL (4203), STATE PLANE SYSTEM. A survey drawing has been prepared to accompany this metes and bounds description. <> DIAMOND SURVEYING, INC. 116 SKYLINE ROAD, GEORGETOWN, TX 78628 `F,,,.�•. ,T� (512) 931-3100 5HANE..SHAFER "'�V .............. June 8, 2017 �' "P0 5281.? , SHANE SHAFER, R.P.L.S. NO. 5281 DATE SURA Z:\LAND TITLES\GUY RANCH GEORGETOWN\FINAL SURVEYS\06-08-2017 EAST TRACT REVISION 1.doc EXHIBIT A-1 Guy Tract Page 6 of 10 WEST TRACT METES AND BOUNDS DESCRIPTION FOR A 128.974 ACRE TRACT OF LAND (WEST TRACT) LOCATED IN THE JOSEPH THOMPSON SURVEY, ABSTRACT NO. 608, WILLIAMSON COUNTY, TEXAS, AND BEING A PART OF A REMNANT PORTION OF THE CALLED 457 ACRE TRACT OF LAND CONVEYED TO MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST, AS RECORDED IN DOCUMENT NO. 2014059029, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AS DESCRIBED IN VOLUME 345, PAGE 460, DEED RECORDS, WILLIAMSON COUNTY, TEXAS AND BEING THE REMNANT PORTION OF THE CALLED 457 ACRE TRACT OF LAND CONVEYED TO THE GUY JR. FAMILY TRUST, DATED OCTOBER 2, 2003, W.T. GUY JR. AND VALAREE C. GUY TRUSTORS, AS RECORDED IN DOCUMENT NO. 2004050674, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AS DESCRIBED IN SAID VOLUME 345, PAGE, 460, LESS AND EXCEPT A 12.93 ACRE TRACT OF LAND DESCRIBED IN DOCUMENT NO. 2001044973, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID 128.974 ACRE TRACT OF LAND (WEST TRACT) SURVEYED ON THE GROUND BY DIAMOND SURVEYING, INC. DURING THE MONTH OF JUNE 2, 2017 AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 5/8" iron rod found monumenting an angle point in the north boundary line of said 457 acre tract, same being on the southeast corner of a called 278.212 acre tract of land conveyed to 278 Georgetown, Inc. as described in Document No. 2014094143, Official Public Records, Williamson County, Texas, same being on the southwest corner of a called 356 1/2 acre tract of land as described in Volume 282, Page 90, Deed Records, Williamson County, Texas, same being the most westerly southwest corner of a called 195.611 acre tract of land (Tract 2) conveyed to H4 WR, LP as described in Document No. 2014081688, Official Public Records, Williamson County, Texas, for an angle point in the north boundary line and POINT OF BEGINNING hereof; THENCE, with the common boundary line of said 457 acre tract, and said 356 1/2 acre tract, and said 195.611 acre tract (Tract 2), N 68°40'46" E, for a distance of 1060.91 feet to a 60D nail found in fence post, on an angle point in the north line of said 457 acre tract, same being on an angle point in the south boundary line of said 195.611 acre tract (Tract 2), same being on the northwest corner of a called 399 acre tract of land as described in Volume 285, Page 561, Deed Records, Williamson County, Texas, monumenting an angle point hereof; THENCE, with the common boundary line of said 457 acre tract, and said 399 acre tract, and said 195.611 acre tract (Tract 2), the following two (2) courses and distances: 1. S 19025'19" E, for a distance of 437.44 feet to a 60D nail found in fence post, on the southwest corner of said 399 acre tract, monumenting an angle point hereof; N 70°04'00" E, for a distance of 1209.35 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying" on the southeast corner of said 195.611 acre tract (Tract 2), same being on the northwest corner of a called 20.942 acre tract of land conveyed to the City of Georgetown, as described in Document No. 2015010273, Official Public Records, Williamson County, Texas, same being on the southwest corner of a called 39.713 acre tract of land conveyed to the City of Georgetown, as described in Document No. 2011065725, EXHIBIT A-1 Guy Tract Page 7 of 10 WEST TRACT Official Public Records, Williamson County, Texas, for the northeast corner hereof; THENCE, with the west boundary line of said 20.942 acre City of Georgetown tract, the following five (5) courses and distances: 1. with the arc of a curve to the right, having a radius of 2584.00 feet, an arc distance of 3.47 feet, a central angle of 00004'37', with a chord which bears S 25°41'40" E, for a distance of 3.47 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting the end of this curve hereof; S 22°22'21" E, for a distance of 559.02 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting an angle point hereof, 3. S 25°42'34" E, for a distance of 858.06 feet to a 1/2" iron rod set with cap marked "Diamond Surveying", monumenting an angle point hereof; 4. S 59057'31" E, for a distance of 126.22 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting an angle point hereof; 5. S 22°23'06" E, passing at a distance of 684.24 feet, a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", continuing an additional 79.88 feet, for a total distance of 764.12 feet, to a calculated point on the south boundary line of said 457 acre tract, same being on the southwest corner of said 20.942 acre City of Georgetown tract, same being on an angle point in the north boundary line of the remnant portion of a called 1048.20 acre tract of land conveyed to A.C. Weir Properties, LTD. as recorded in Document No. 2005090431, Official Public Records, Williamson County, Texas, as described in Volume 522, Page 451, Deed Records, Williamson County, Texas, same being on a point in the center of the South San Gabriel River, same being on the northwest corner of a called 39.969 acre tract of land described in a Possession and Use Agreement for Transportation Purposes to the City of Georgetown, recorded in Document No. 2015109482, Official Public Records of Williamson County, Texas, for the southeast corner hereof,- THENCE, ereof; THENCE, with the common boundary line of said 457 acre tract, and said 1048.20 acre A. C. Weir Properties, LTD. tract, same being with the center of said South San Gabriel River, the following twenty-three (23) courses and distances: 1. S 6101'05" W, for a distance of 268.05 feet to a calculated point hereo€; 2. S 73°03'56" W, for a distance of 212.52 feet to a calculated point hereof; 3. S 69°53'21" W, for a distance of 241.52 feet to a calculated point hereof; 4. S 67°06'55" W, for a distance of 162.28 feet to a calculated point hereof; 5. S 67°33'45" W, for a distance of 166.84 feet to a calculated point hereof; 6. S 79°54'37" W, for a distance of 367.92 feet to a calculated point hereof; 7. N 88°26'16" W, for a distance of 113.47 feet to a calculated point hereof; 8. N 63°11'41" W, for a distance of 78.86 feet to a calculated point hereof; 9. N 45002'21" W, for a distance of 42.54 feet to a calculated point hereof; EXHIBIT A-1 Guy Tract Page 8 of 10 WEST TRACT 10. N 64°18'03" W, for a distance of 540.04 feet to a calculated point hereof; 11. N 81°2617" W, for a distance of 205.52 feet to a calculated point hereof; 12. N 69°27'19" W, for a distance of 180.11 feet to a calculated point hereof; 13. N 55°26'56" W, for a distance of 264.49 feet to a calculated point hereof; 14. N 61°01'26" W, for a distance of 205.42 feet to a calculated point hereof; 15. N 38°30'48" W, for a distance of 235.21 feet to a calculated point hereof; 16. N 32°07'08" W, for a distance of 237.71 feet to a calculated point hereof; 17. N 24°59'12" W, for a distance of 266.19 feet to a calculated point hereof; 18. N 10°17'09" W, for a distance of 200.47 feet to a calculated point hereof; 19. N 25°55'46" E, for a distance of 84.58 feet to a calculated point hereof; 20. N 02°05'57" W, for a distance of 132.95 feet to a calculated point hereof; 21. N 27°21'13" W, for a distance of 165.32 feet to a calculated point hereof; 22. N 55°32'53" W, for a distance of 214.32 feet to a calculated point hereof; 23. N 80°52'32" W, for a distance of 41.02 feet to a calculated point on the northwest corner of said 457 acre tract, same being on an angle point in the north boundary line of said 1048.20 acre A. C. Weir Properties, LTD. tract, same being an angle point in the south boundary line of said 278.212 acre 278 Georgetown Inc. tract, for the northwest corner hereof; THENCE, with the north boundary line of said 457 acre tract, same being the south boundary line of said 278.212 acre 278 Georgetown, Inc. tract, N 49°51'42" E passing at a distance of 78.50 feet an iron rod found with cap marked "RPLS 5784", continuing for an additional 216.07 feet, for a total distance of 294.57 feet to the POINT OF BEGINNING hereof and containing 128.974 acres of land more or less. BEARING BASIS: NAD -83, TEXAS CENTRAL (4203), STATE PLANE SYSTEM. A survey drawing has been prepared to accompany this metes and bounds description. <> DD/1MAIION 7 flffME i Ccg fNNG 9D6SSG�cD�/OnNIG�GS©GJ� C�L�OG��CF���i/�rNJ, �r�,�r ro�' June 8, 2017PO SHANE SHAFER, R.P.L.S. NO. 5281 DATE Z:\LAND TITLES\GUY RANCH GEORGETOWNWINAL SURVEYS\06-08-2017 WEST TRACT.doc EXHIBIT A-1 Guy Tract Page 9 of 10 r I U R mr;` S mwx! 1K ba 16 ti,t g e � \ a� o•NnK f�.( ..g R mr;` S mwx! 1K ba 16 ti,t sop noog2�,Ms�p 8¢ PO °rzai`gn "o F -HH ,4 _">^ mO _'_��� °mg 2�E;osmc.�mo �� Im AFy �F'o •3g -°N OMN n"° m a � 'e& on-o�=e� � NZKovoo�»m`� 0<3 8 S gg ego 'T TiWHUHM im Fos _oam s 1� �6 ilia ° HR ^'d R4; a 1 w � 1 >ri arm" � � �,�a�$,�•..w-.� ., , 1 J � \ o•NnK f�.( sop noog2�,Ms�p 8¢ PO °rzai`gn "o F -HH ,4 _">^ mO _'_��� °mg 2�E;osmc.�mo �� Im AFy �F'o •3g -°N OMN n"° m a � 'e& on-o�=e� � NZKovoo�»m`� 0<3 8 S gg ego 'T TiWHUHM im Fos _oam s 1� �6 ilia ° HR ^'d R4; a 1 w � 1 >ri arm" � � �,�a�$,�•..w-.� ., , 1 J EXHIBIT D ANNEXATION CONSENT RESOLUTION RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF GEORGETOWN, TEXAS, CONDITIONALLY APPROVING ANNEXATION OF APPROXIMATELY 366 ACRES OF LAND INTO THE BOUNDARIES OF EITHER WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 28 (MUD 28) OR WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 29 (MUD 29) UNDER THE TERMS AND CONDITIONS SET FORTH IN THE "FIRST AMENDMENT TO THE CONSENT AGREEMENT" PERTAINING TO MUD 28 AND MUD 29; APPROVING A RELATED PARKLAND IMPROVEMENTS AGREEMENT; MAKING CERTAIN FINDINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, effective August 26, 2014, the City and Wolf Legacy, L.P. ("Wolf") entered into a Consent Agreement relating to the creation of two municipal utility districts over 752.851 acres of land (the "Ornal [,alul"), which agreement is recorded in the Official Public Records of Williamson County, Texas as Document No. 2014095879 the ("Original Consent Ag -ceinent"); and WHEREAS, effective August 26, 2014, the City and Wolf also entered into that certain Development Agreement pertaining to development of the Original Land, which agreement is recorded in the Official Public Records of Williamson County as Document No. 2104095878 (the "'Development Agreement"); and WHEREAS, on April 23rd, 2015, the Texas Commission on Environmental Quality issued two orders: an order approving creation of Williamson County Municipal Utility District No. 28 ("MUD 28") and an order approving creation of Williamson County Municipal Utility District No. 29 ("MUD 29") (collectively, the "Districts"); and WHEREAS, effective June 16, 2015, the City and MUD 28 and 29 entered into the Chapter 552 Agreements pertaining to construction of certain public improvements on the Original Land (the "Ori ina 1 Chapter 552 Agreement"); and WHEREAS, H4 WR, LP, a Texas limited partnership ("De:veloRer") purchased the Original Land from Wolf and assumed all rights and responsibilities of Wolf under the Original Consent Agreement and the Development Agreement; and WHEREAS, Developer currently has a contract with the Britton Family Trust the Guy Jr, Family Trust to purchase an additional approximately 366 acres of land, and said Resolution No. _ 0�D \�o� Y WCMUD 28 and WCMUD 29 (Hillwood Subdivision) First Amendment to Consent Agreement and Parkland Improvements Agreement Page 1 of 3 additional land is more particularly described by metes and bounds in Exhibit "A-1" attached to the First Amendment to the Original Consent Agreement from (collectively, the "Guy Tract"); and WHEREAS, the owners of the Guy Tract and the Districts desire to annex the Guy Tract into the boundaries of either MUD 28 or MUD 29; and WHEREAS, Section 4.02 of the Original Consent Agreement provides that the Districts are not authorized to annex additional property into their boundaries without the prior written consent of the City Council; and WHEREAS, some of the terms and conditions of the City's consent to annexation of the Guy Tract into the boundaries of the Districts are set forth in the First Amendment to the Original Consent Agreement (the "First Amendment to Consent A eement") and a Parkland Improvements Agreement (the "PIA") attached to the First Amendment to Consent Agreement; and WHEREAS, other terms and conditions of the City's consent to the annexation of the Guy Tract into the boundaries of the Districts are also set forth in the First Amendment to the Original Chapter 552 Agreement (the "First Amendment to Chapter 552 Agreement"); and WHEREAS, the City Council held a public hearing on June 12, 2018 on the First Amendment to the Consent Agreement, including the PIA attached thereto. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS THAT: 1. The City Council hereby finds that the foregoing recitals are true and correct and the recitals are hereby incorporated into this Resolution for all purposes as set forth in full. 2. The City Council hereby approves the First Amendment to the Consent Agreement attached hereto as Exhibit A, including the PIA attached thereto as Exhibit E. 3. The City Council hereby provides its conditional consent to the annexation of Guy Tract, in whole or in part, into the boundaries of either MUD 28 or MUD 29 under the terms and conditions set forth in the First Amendment to Consent Agreement attached hereto as Exhibit A, including the PIA attached thereto as Exhibit E. Resolution No. _ 0 (P 1 �a l % `\f WCMUD 28 and WCMUD 29 (Hillwood Subdivision) First Amendment to Consent Agreement and Parkland Improvements Agreement Page 2 of 3 4. Additional terms and conditions pertaining to the conditional annexation of the Guy Tract into the boundaries of either MUD 28 or MUD 29 are set forth in the First Amendment to Chapter 552 Agreement, which is approved by separate action of the City Council on even date herewith. 5. Unless expressly stated otherwise in the First Amendment to Consent Agreement, the PIA attached thereto, or the First Amendment to Chapter 552 Agreement, the terms and conditions established in the agreements relating to the creation, administration, and development of the Districts, including but not limited to the Consent Agreement (as amended), Development Agreement, and Chapter 552 Agreement (as amended), shalt apply to the Guy Tract. 6. The Mayor is authorized to sign this Resolution, the First Amendment to Consent Agreement attached hereto as Exhibit A, and the PIA attached to Exhibit A as Exhibit E,and the City Secretary is authorized to attest. 7. This Resolution shall be effective immediately upon its adoption. Attachment: Exhibit "A" (the First Amendment to Consent Agreement, including (among other exhibits) the PIA attached thereto as Exhibit E) PASSED AND APPROVED on the _� day of ZA KJC- 2018. ATTEST: THE CITY OF GEORGETOWN: Shelley Nowl i City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Dale Ross Mayor Resolution No. _ [� I WCMUD 28 and WCMUD 29 (HilIwood Subdivision) First Amendment to Consent Agreement and Parkland Im provements Agreement Page 3 of 3 FIRST AMENDMENT TO CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This the First Amendment ("First Amendment") to the original Consent Agreement effective August 12, 2014 (the "_Qrigipal Consent A reement") is by and between the City of Georgetown, Texas (the "City"), a home -rule city located in Williamson County, Texas, Wolf Legacy, L.P., a Texas Iimited partnership (the "Waif Owner"), Monnajene G. Knight as Trustee for the Britton Family Trust and Paul W. Guy, Gary B. Guy, and Greg A. Guy as Trustees for the Guy Jr. Family Trust (collectively, the "Britton/Guy Owners"), H4 WR, LP, a Texas limited partnership (the "Developer"), Williamson County Municipal Utility District No. 28, a municipal utility district created and operated pursuant to Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, and Williamson County Municipal Utility District No. 29, a municipal utility district created and operated pursuant to Article XV1, Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code (Districts 28 and 29 referred to collectively as the "Districts"). The City, the Wolf Owner, the Britton/Guy Owners, the Developer, and the Districts are sometimes referred to individually herein as a Tar " and collectively as the "Parties." RECITALS WHEREAS, the Wolf Owner originally owned the land within the Districts, but as of the First Amendment Effective Date (defined herein) no longer owns any land within the Districts; WHEREAS, the Developer owns the majority of the land within the Districts as of the First Amendment Effective Date (defined herein), and third party home owners, homebuilders, and multifamily developers own the remainder of the land within the Districts; WHEREAS, pursii 111t to the requirements of Section 2.02 of the Original Consent Agreement, the Districts approved the Original Consent Agreement and provided fully executed, certified copies to the City; WHEREAS, pursuant to the requirements of Section 2.03 of the Original Consent Agreement, the Districts approved the Chapter 552 Agreement and provided fully executed, certified copies to the City; WHEREAS, pursuant to the requirements of Section 2.04 of the Original Consent Agreement, the Districts approved the Development Agreement and provided fully executed, certified copies to the City which Development Agreement is recorkled in the Official Public Records of Williamson County, Texas as Document No. 2014095878 (the "Development Agreement"); Page 1 WHEREAS, all Parties are in compliance with the Original Consent Agreement as of the First Amendment Effective Date (defined herein); WHEREAS, Section 4.02 of the Original Consent Agreement provides that the Districts may not annex additional property into their boundaries without the prior written consent of the City; WHEREAS, the Developer's affiliate, Hillwood Enterprises, L.P., a Texas limited partnership, has entered into a Contract of Sale with the Britton/Guy Owners to purchase approximately 365.688 acres of land, as more particularly described in Exhibit A-1 attached to this First Amcndmeiit (the "Gu Tract"), WHEREAS, the Parties desire to enter into this First Amendment in order to set forth the terms and conditions of the City's consent to annex the Guy Tract into the boundaries of the Districts; and WHEREAS, the Britton/Guy Jr. Trusts Owners filed a request with the City requesting the consent of the City to annex the Guy Tract into the boundaries of the Districts. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract and agree as follows: AGREEMENT Sccticzn 1. Sections 1.01(a) and (t) of the Original Consent Agreement are hereby amended to read as follows, new Sections 1.01 (aa) through (tt) are added, and new Exhibit A -I is hereby added to the Original Consent Agreement: (a) Agreement: Collectively, the Original Consent Agreement (defined herein), as amended by the First Amendment (defined herein). (t) Land: The 755 acres of land more or less located within the corporate limits of the City of Georgetown, Texas which is described by metes and bounds on Exhibit A (the "Wolf Ranch Tract"). Additionally. the Land also includes the approximately 365.688 acres of land described by metes and bounds on &hibUA-1 attached to the First Amendment (the "Guy Tract") and incorporated into the Agreement by reference for all purposes as if set forth in full. (aa) Original Consent Agreement: The Consent Agreement between the City and Wolf Owner, made to be effective on August 12, 2014 and recorded in the Official Public Records of Williamson County, Texas as Document No. 2014095879, Page 2 (bb) First Amendment: The First Amendment to the Original Consent Agreement between the City, Developer, Wolf Owner, Britton/Guy Owners, and the Districts. (cc) First Amendment Effective Date: The latest date accompanying the signatures of the authorized representatives of the Parties to the First Amendment. (dd) Additional 3 -Acres of Parkland: The additional three (3) acres of public parkland described in Ordinance No. 2018-_ situated on the Guy Tract west of Southwest Bypass Road above the 100 -year floodplain limit in the approximate location shown on Exhibit G-1 attached to Ordinance No. 2018-. (ee) Additional 20 -Acres of Parkland: The additional twenty (20) acres of public parkland described in Ordinance No. 2018-_ situated on the Guy Tract east and west of Southwest Bypass Road generally alongside and crossing the South San Gabriel River in the approximate locations shown on Exhibit G-1 attached to Ordinance No. 2018- (ff) Commencement of Construction or Commence Construction: The first date that any actual excavation or land disturbance associated with the construction of specified segment of the Guy Tract Regional Trail, or with the first Parkland Improvement in either the Additional 3 -Acres of Parkland or the HOA Park, as applicable. (gg) Completion of Construction or Complete Construction: The date the City's Director of the Parks and Recreation Department or his or her designee issues written acceptance of the entire length of a specified segment of the Guy Tract Regional Trail, or of a Parkland Improvement, as applicable. For the Guy Tract Regional Trail and the Additional 3 -Acres of Parkland, the City's written acceptance shall include transfer of ownership and assumption of maintenance. (hh) HOA Park: The private park to be constructed by Developer being at least one (1) acre in size located east of the Southwest Bypass Road on the Guy Tract that is to be owned, operated and maintained by the HOA, and which is further described in Ordinance No. 2018- and shown on Exhibit G-1 attached thereto. (ii) HOA Park Improvements: The improvements to be constructed by Developer within the HOA Park with total construction costs of at least $250,000 as specified on Krfeibil G attached hereto. 6j) Parkland Improvements: The improvements to be constructed by Developer within the Additional 3 -Acres of Parkland that are described in more detail in the Parkland Improvements Agreement (defined herein). Page 3 (kk) Parkland Improvements Agreement means the agreement by and among Developer, the District, and the City pertaining to improvements required to be constructed by Developer in the Additional 3 -Acres of Parkland with a total construction cost of at least $250,000, which agreement is attached to the First Amendment as E_rhibil E. (11) Trailhead Parking Lot means a public parking lot to be constructed by Developer and situated on the west side of the Southwest Bypass Road adjacent to the Additional 3 -Acres of Parkland and having access to it from a dedicated public street and from it to the Guy Tract Regional Trail, with a minimum of twelve (12) parking spaces, including two (2) spaces that are handicap accessible. (mm) Guy Tract Regional Trail means the hike and bike trail to be constructed by Developer in segments and to the standards set forth in the Development Agreement (as ainended by this First Amendment) and in Ordinance No. 2018--, and in the general location shown on Exhibit G-1 attached to Ordinance No. 2018-_ and on Exhihit F attached to this First Amendment. The Guy Tract Regional Trail is referred to in the Development Agreement and on Exhibit G-1 of Ordinance No. 2018- as the San Gabriel River Trail, and on Exhibit C of Ordinance No. 2018-_ as the San Gabriel Trail. (nn) Guy Tract Regional Trail Segments: Collectively, the Phase 1 Segment, Phase 2 Segment, Phase 3 Segment and Phase 4 Segment of the Guy Tract Regional Trail, and individually any one of them, all as further defined herein and as shown on Exhibit Fattached to this First Amendment. (oo) Phase 1 Segment: That portion ofthe Guy'['ract Regional Trail that is on the Guy Tract east of Southwest Bypass Road and is generally described in Ordinance No. 201$-, and shown on Exhibit F attached to this First Amendment, (pp) Phase 2 Segment: That portion of the Guy Tract Regional Trail that is within the City's Lyndoch Park east of Southwest Bypass Road and is generally described in Ordinance No. 2018- and as shown on Exhibit F attached to this First Amendment. (qq) Phase 3 Segment: That portion of the Guy Tract Regional Trail located east of Southwest Bypass Road and crosses under the Southwest Bypass Road on land owned by third persons who are not parties to this Agreement and is generally described in Ordinance No. 2018 --and as shown on Evltibit F attached to this First Amendment. (rr) Phase 4 Segment: That portion of the Guy Tract Regional Trail that is on the Guy Tract and west of Southwest Bypass Road and generally Page 4 described in Ordinance No. 2018-_ and as shown on Es,chibii F attached to this First Amendment. (ss) Ordinance No. 2018-_ : The planned unit development ordinance passed and approved by the Georgetown City Council on June 12, 2018 pertaining to portions of the Land, including all of the Guy Tract, and which is incorporated into the Agreement by reference for all purposes as if set forth in full. (tt) First Amendment to Chapter 552 Agreements: The first amendments to the Chapter 552 Agreements by and between the City, MUD 28, MUD 29, the Developer, and the Wolf Owner pertaining to construction and financing of public improvements to serve the Land. Section 2. Section 3 of the Original Consent Agreement is hereby amended to add new subsection 3.03 as follows: 3.03 Guy Tract Closing Date. As a condition precedent to the effectiveness of the First Amendment, the Parkland Improvements Agreement, and the First Amendment to the Chapter 552 Agreement, Developer or its affiliate (i.e., an entity that is controlled by or under common control with the Developer) must acquire all rights, title, and interest in the Guy Tract on or before 5:00 P.M. CST on the date that is one hundred eighty (180) days after the First Amendment Effective Date (the "Guy Tract Closing Date"), and also provide to the City Attorney a copy of the recorded deed(s) evidencing its ownership or its affiliate's ownership of the Guy Tract on or before the date that is five (5) days after the Guy Tract Closing Date. If Developer or its affiliate fails to acquire the Guy Tract on or before the Guy Tract Closing Date or to provide copies of the deed to the City Attorney evidencing such acquisition, the City's consent to annexation of the Guy Tract into the boundaries of the Districts shall automatically expire and the Guy Tract shall not be annexed into the boundaries of the Districts and the First Amendment shall be void ab initio. Upon Developer or its affiliate acquiring ownership of the Guy Tract and delivering to the City Attorney a copy of the recorded deed(s) evidencing its ownership or its affiliate's ownership of the Guy Tract, all rights, title, and interest of the Britton/Guy Owners in and to the Original Consent Agreement and this First Amendment shall be automatically assigned to Developer without any further action required of any Party. For purposes of this section, H4 Georgetown, LP and Hillwood Enterprises, LP are each deemed to be an affiliate of the Developer. For purposes of this section, an entity will be considered an "affiliate" of Developer if either the Developer or the entity has the power to control the other, or if both Developer and the other entity are controlled by a third company. Page 5 Section 3. Section 5.01 of the Original Consent Agreement is hereby amended to read as follows: 5.01 Issuance of Bonds. A District may issue Bonds as permitted by applicable state law and the Agreement, as it may be amended from time to time. The District shall not issue Bonds that do not meet the requirements of the Agreement without the prior approval of the City Council. Section 4. Section 5.04 of the Original Consent Agreement is hereby amended to read as follows: 5.04 Amount of Bonds. In consideration of the City's consent to the creation of the Districts, the Districts agree that the total amount of Bonds issued by both Districts for all purposes, excluding refunding Bonds, shall not exceed ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000.00) (the Bond Limit Amount"). The Developer and Districts acknowledge and agree that the Bond Limit Amount is sufficient to accomplish the purposes of the Districts, and that the Developer, and Districts have voluntarily agreed to the Bond Limit Amount. District improvements or facilities, if any, the cost of which exceeds the Bond Limit Amount shall be dedicated to the District without reimbursement unless otherwise approved by City Council. The Districts must issue its Bonds for the purpose of financing reimbursable expenses under Section 49.155 of the Texas Water Code and for the purposes authorized in Section 5.02 of this Agreement prior to or simultaneously with issuance of Bonds for any other purpose. Section 5. Subsection 9.02(a) of the Original Consent Agreement is hereby amended to read as follows: 9.02 Assignment (a) No Party may assign this Agreement without the written consent of all of the other Parties. Notwithstanding the preceding sentence, the Developer has the right, from time to time, to assign this Agreement, in whole or in part, and including any obligations, right, title, or interest of the Developer under this Agreement, to an affiliated entity (i.e., an entity that is controlled by or under common control with the Developer) or one or both of the Districts without City consent and in the form of assignment attached as Exhlbb C or other form of assignment acceptable to the City. A copy of the executed assignment must be provided to the City within fifteen (15) days after execution. Page 6 Section 6. Section 10.01 of the Original Consent Agreement is amended to update the contact information for Parties to read as follows: f City: CITY OF GEORGETOWN 113 E 8th St Georgetown, Texas 78626 Attn: City Manager D •d.Mur,atec c:ur etuwti.Ur AFTER 1/1/2019: 808 Martin Luther King Street Georgetown, Texas 78726 Attn: City Manager david-morman[ir]ge orLc:towtt.ore or P.O. Box 409 Georgetown, Texas 78627 Attn: City Manager with required copy to: City Attorney City of Georgetown P.O. Box 409 Georgetown, Texas 78627 chftrlie.mciiab r eor et[awt7.ot Developer Hillwood Attn: Brian Carlock 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: brian.carlockcbfiiIIwoud.com District Trey Lary Allen Boone Humphries Robinson LLP 1108 Lavaca, Suite 510 Austin, Texas 78701 Email: tlary(a)abhr.com Britton Family Trust: The Britton Family Trust c/o Monnajene G. Knight. Trustee 991 Abigail Way # 1001 Midlothian, Texas 76065 izie genl'ussa sbe global.net Page 7 Guy Jr. Family Trust: The Guy Jr Family Trust C/o: Paul W. Guy, Trustee 4635 Kathy Lane Chico, California 95973 Email: u r,)csuclisco.ed Section 7. Section 10.11 of the Original Consent Agreement is hereby amended to read as follows: Exhibit A- Metes and Bounds Description of the Wolf Ranch Tract portion of the Land Exhibit A-1- Metes and Bounds Descriptions of the Guy Tract portion of the Land Exhibit B District Consent Resolution Exhibit C Assignment and Assumption Agreement Exhibit D Annexation Consent Resolution Exhibit E Parkland Improvements Agreement Exhibit F Guy Tract Regional Trail Location and Phasing Exhibit G Required HOA Park Improvements Section 8 New Section 11.01 is hereby added to the Original Consent Agreement as follows: Section 11.01. Special Provisions Related to Greenbelts, HOA Park, Internal Trails and Related Improvements; Amenity Ponds; and Drainage Facilities. The District may own and operate greenbelt areas, the HOA Park (defined herein), HOA Park Improvements (defined herein), neighborhood pocket parks, internal trails and improvements constructed thereon, amenity ponds, water wells, and drainage/water quality improvements, and may provide park and recreational services to residents of the District; provided however, that: (i) proceeds from Bond issuances may not be used to operate, maintain, repair or replace same; and (ii) ownership of all such areas, facilities, improvements and services must transfer to the homeowners association ("HOA") for ownership, operation and maintenance on or prior to dissolution of the Districts by the City. The City agrees that the Districts may enter into a lease conveyance agreement with HOA pursuant to which the HOA will own and operate the above-described areas, facilities, an services on behalf of the Districts at standards no less stringent than the City standards for similar areas, facilities and services, and pursuant to which ownership of the areas, facilities and services shall automatically transfer to the HOA upon dissolution of the Districts. Page 8 Section 9. New Section 12 is hereby added to the Original Consent Agreement as follows: Section 12: Oversized Water Line. (a) Design and Construction Required: The City and the Developer agree that the Developer will be required to design and construct, or cause the Districts to design and construct, a 12 -inch (12") water transmission line that will serve the Wolf Ranch-Hillwood Planned Unit development (PUD) and the portions of the Districts located south of S1f 29 including the Guy Tract, and further agree that the City's water master plan requires the Developer to oversize said water transmission line to a 24 -inch (24") line to serve the Guy Tract as well as other land in the vicinity that is inside and outside the boundaries of the Districts. The City and the Developer agree that the Developer shall design and construct, or cause the Districts to design and construct, such 24 -inch (24") oversized water transmission line and all associated appurtenances starting at the terminus of the City's existing 24 -inch (24") water line near the intersection of SH 29 and Southwest Bypass Road on the north side of SH 29, thence turning south under SH 29 and continuing within the Southwest Bypass right-of-way to the north side of the northern bridge section over the south fork of the San Gabriel River and all appurtenances (including but not limited to Pressure Reducing Valves) (collectively, the "Oversized Water Line"). The Developer shall have the right to adjust the alignment of the Oversized Water Line within the right-of-way to avoid impacts on environmentally sensitive areas. The Developer may construct the Oversized Water Line in two phases. Phase 1 shall start at the terminus of the City's existing 24 -inch (24") water line near the intersection of SH 29 and Southwest Bypass Road on the north side of SH 29, thence turning south under SH 29 and continuing within the Southwest Bypass right-of-way until it terminates at the Wolf Ranch Parkway; and Phase 2 shall commence from the terminus of Phase 1 (as described in this paragraph) and continue south within the Southwest Bypass right-of-way to the north side of the northern bridge section over the south fork of the San Gabriel River and all appurtenances (including but not limited to Pressure Reducing Valves). The Developer shall construct, or cause to be constructed the entire length of the Oversized Water Line (from SH 29 to the Southwest Bypass Bridge) at one time or in two phases (as described herein) and cause same to be accepted by the City for operation and maintenance. If the Developer constructs the Oversized Water Line in the phases described above, the Oversized Water Line shall be constructed according to the following schedule: (1) Developer shall construct Phase I prior to the City's recordation of a final plat containing the 300th service unit equivalent (3/4" water meter) on the Guy Tract as service unit equivalents are calculated under Section 13.32,050 of the City Code of Ordinances, but not before the time at which the City's water model using inputs and assumptions approved Page 9 by the City demonstrates the need to provide sufficient flows to meet the City's Codes. The City shall not approve or record a final plat for any theri unplatted portions of the Guy Tract if the Developer fails to construct Phase I according to the schedule above. (2) Developer shall construct Phase II prior to the earlier of the following: a) the City's recordation of a final plat for any portion of the Guy Tract that is adjacent (abutting) the Southwest Bypass Road right-of-way and located south of Wolf Ranch Parkway, or b) the City's recordation of a final plat that contains any portion of the last 10% of the 236.74 acres of the Guy Tract that is located east of the Southwest Bypass Road. The City shall not approve a final plat for any portion of the Guy Tract if the Developer fails to construct Phase II according to the schedule above. The Oversized Water Line constitutes an "oversized utility line," as defined by the City's Unified Development Code in effect on May 22, 2018 ("UDC"), the oversized portion of which is eligible for Developer reimbursement pursuant to the terms and conditions of this Agreement. The Oversized Water Line will be constructed within existing right-of-way, and the Developer shall not be required to dedicate any easements or right-of-way for the Oversized Water Line. (b) Process and Payment. (1) Design. Developer shall design, or cause to be designed, the Oversized Water Line at no cost to the City and without right of reimbursement from the City. All design drawings, specifications, bid documents and design documents shall be prepared in compliance with the applicable City ordinances, standards and policies and this Agreement (the "Oversized Water Line Plans"), and submitted to the City for the City's review and approval in its regulatory capacity. (2) Construction. Developer shall construct the Oversized Water Line in accordance with the City -approved Oversized Water Line Plans and this Agreement and shall initially pay all costs associated with the construction of the Oversized Water Line, subject to the reimbursement rights for partial construction costs as provided herein. The City's reimbursement obligations will extend only to the City's Proportional Cost associated with the capacity of the Oversized Water Line not necessary for the Guy Tract and other development on the Land located south of SH 29 and shall be subject to the terms and conditions of this Agreement. For the purposes of this Agreement, the term "Cit 's Proportional Cost" shall mean the product of the actual, documented construction costs of the Oversized Water Line and one minus the percentage obtained by dividing the maximum flow of a pipe sized for development on the Land, including the Guy Tract, that will need the Oversized Water Line for adequate fire flow only by the maximum flow of Oversized Water Line as constructed. By way of example, the calculation of City's Proportional Cost shall be as follows: Page 10 Master Plan'Pipe WCMUD #28 AND #29 Only Pipe Size (located south of SH 29 and benefitting from Oversized Water Line) Pipe Flow (MGD) Diameter 24" 126 MGD 12" 16 MGD City's Maximum Proportional Cost Reimbursement Amount = Actual Oversized Construction Cost of Oversized Water Line x (1— (WCMUD #28 and #29 Only Pipe Flow (MGD)/Master Plan Pipe Flow (MGD)). (3) If Developer allows work to commence on any change order before receiving City approval, any costs incurred on that change order that air, not approved by the City are not eligible for reimbursement. City approval of change orders shall not be unreasonably withheld, delayed, or conditioned, and a determination on a request for change order approval shall be made within ten (I Q) calendar days after the date a written request for change order approval is submitted to the City Manager or his or her designee. (4) Provided that the Developer has constructed the Oversized Water Line, has complied with the terms and conditions of this Agreement pertaining to the Oversized Water Line, and provided further that the City has accepted the Oversized Water Line for ownership, operation and maintenance, which acceptance shall not be unreasonably withheld, delayed, or conditioned, then City shall pay to Developer on an annual basis, but in any event not beginning later than December 3 l of the year following. the City's acceptance of the Oversized Water Line (or any completed phase of the Oversized Water Line, if constructed in phases) for ownership, operation and maintenance, the transmission portion of the water impact fees that are actually received by the City from connections on the Land during the preceding City fiscal year, but not to exceed the amount of the City's Proportional Cost. The payments to be made to Developer by the City under this Section shall be payable, if paid, solely from the above- described portion of the water impact fees received by the City during the previous City fiscal year. The City's obligation to make payments to Developer for the City's Proportional Cost shall expire upon the earlier of (i) payment to Developer in full but without interest of the City's Proportional Cost; or (ii) the date that is ten (10) years following the City's acceptance of the linaI phase of the Oversized Water Line for ownership, operation and maintenance. Any payments yet to be paid after the end of the ten (10) year term described in subsection (ii:) of this Section shall be deemed unearned and the City shall have no further obligation to Developer for reimbursement of same. Page 11 (c) Within thirty (30) days of final written acceptance by the City of the final phase of the Oversized Water Line for ownership, operation and maintenance, Developer must submit a report to the City of the total costs of the improvement that includes all supporting construction cost information. (d) The obligations of the City under this Agreement to make payments in any fiscal year shall constitute a current expense for that fiscal year payable solely from the revenues of the Water Capital Fund for that fiscal year. The City acknowledges that all water impact fee revenue collected by the City is deposited into the Water Capital Fund. The obligation of the City to make payments does not constitute a general obligation or indebtedness of the City for which the City is obligated to levy or pledge any form of taxation. (e) Notwithstanding the foregoing or anything else to the contrary in this Agreement, it is understood that Districts shall retain capacity interest rights sufficient to provide service to the Districts in the Oversized Water Line sufficient to serve the Land as contemplated by this Agreement and Ordinance No. 2018-_. Any conveyance or other transfer of the Oversized Water Line to the City shall not affect Developer's right to reimbursement from the District for the cost of any improvements or capacity in improvements constructed or financed by Developer's, or the Districts' right to affect such reimbursement. Section 10. New Section 13 is hereby added to the Original Consent Agreement which shall supersede and replace Section 5.6 of the Development Agreement in the event of a conflict with Section 5.6 of the Development Agreement, and shall read as follows: Section 13. Special Requirements Pertaining to Development of the Guy Tract. (a) General. Except as specifically provided otherwise in this Agreement, development ofthe Guy Tract shall be governed by and subject to the C ity's Unified Development Code, as the same may be amended from time to time by the City Council for uniform application; final plats of the Guy Tract that are approved from time to time by the City; all applicable City, state and federal laws, rules, and regulations; this Agreement; and Ordinance No. 201 8 --(pertaining to planned unit development standards applicable to the Guy Tract), including any amendments to said zoning ordinance adopted from time to time by the City Council. Ordinance No. 2018-_ and any future amendments thereto are hereby incorporated into this Consent Agreement by reference for all purposes as if set forth in full. Nothing in this subsection shall be construed as a waiver of Developer's rights under state or federal law, including, but not limited to, Developer's rights under Chapter 245 of the Texas Local Government Code. (b) Construction Deadlines. Page 12 (1) Phase 1 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, the Phase 1 Segment not later than the date that is twelve (12) months after issuance by the City of the 600`h building permit for a single-family residence located on that portion of the Land situated east of Southwest Bypass Road and south of SH 29. Developer shall Complete Construction, or cause Completion of Construction, of the Phase 1 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. (2) Phase 2 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, the Phase 2 Segment not later than the date that is twelve (12) months after issuance by the City of the 600'' building permit for a single-family residence located on that portion oi'the Land situated east of Southwest Bypass Road and south of SH 29. Developer shall Complete Construction, or cause Completion of Construction, of the Phase 2 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. The City hereby grants Developer and its contractors the right to enter discrete parts of Lyndoch Park as may be designated on the construction plans submitted to the City for the Phase 2 Segment of the Guy Tract Regional Trail necessary for construction of the Phase 2 Segment. This right of entry shall commence on receipt of a Notice to Proceed for said segment and expire automatically upon final acceptance of the Phase 2 Segment by the City. The right of entry granted by this Section shall not extend to any other portion of the Lyndoch Park and Developer has no right to access, store or stage materials or equipment in any part of Lyndoch Park other than the area(s) specifically designated as the locations for same on the City - approved construction plans for Phase 2 Segment. (3) Phase 3 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, the Phase 3 Segment not later than the date that is the last to occur of the following two events: (x) the date that is twelve (12) months after issuance by the City of the 600th building permit for a single-family residence located on that portion of the Land situated east of Southwest Bypass Road and south of SH 29; or (y) the date that is twelve (12) months atter the date that the City issues written notice to the Developer that the City has secured easements for the Phase 3 Segment. Developer shall Complete Construction, or cause Completion of Construction, of the Phase 3 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. (4) Phase 4 Segment. Developer shall Commence Construction, or cause Commencement of Construction of, Phase 4 Segment not later than the date that is twelve (12) months after issuance by the City of the 400th building permit for a single-family residence located on that portion of the Land situated west of Southwest Bypass Road and south of SH 29. Developer shall Complete Construction, or cause Completion of Page 13 Construction, of the Phase 4 Segment not later than the date that is twelve (12) months after Commencement of Construction of same. r (5) Trailhead Parking Lot. Developer shall Commence Construction, or cause Commencement of Construction of, the Trailhead Parking Lot not later than the date that is twelve (12) months after the first to occur of the following events: (x) the date of the City's approval of a final plat for all or any part of the Land situated west of Southwest Bypass Road and south of SH 29 that includes the 600th single-family residential lot for said geographic area; or (y) the date that the City approves any final plat for the Additional 3 -Acres of Parkland or for land adjacent to and abutting the Additional 3 -Acres of Parkland. Developer shall Complete Construction, or cause Completion of Construction, of the Trailhead Parking Lot not later than the date that is twelve (12) months after Commencement of Construction of same. (6) Additional 3 -Acres of Parkland. As specified in the Parkland Improvements Agreement attached hereto as Exhibit Developer shall Commence Construction or cause the Commencement of Construction of the Parkland Improvements within the Additional 3 -Acres of Parkland not later than the date that is twelve (12) months after the first to occur of the following events: (x) the date of the City's approval of a final plat for all or any part of the Land situated west of Southwest Bypass Road and south of SH 29 that includes the 600th single-family residential lot for said geographic area; or (y) the date that the City approves any final plat for the Additional 3 -Acres of Parkland or for land adjacent to and abutting the Additional 3 -Acres of Parkland. Completion of Construction of the Parkland Improvements within the Additional 3 -Acres of Parkland shall occur on or before the date that is twelve (12) months after Commencement of Construction of same. (7) HOA Park. Developer shall Commence Construction or cause Commencement of Construction of the HOA Park Improvements not later than the date that is twelve (12) months after the first to occur of the following events: (x) the date of the City's approval of a final plat for all or any part of the Guy Tract situated east of Southwest Bypass Road and south of SH 29 that includes the 600th single-family residential lot for said geographic area; or (y) the date that the City approves any final plat including an HOA Park or land adjacent to and abutting any HOA Park. Completion of Construction of the HOA Park Improvements within an HOA Park shall occur on or before the date that is twelve (12) months after Commencement of Construction of same. (c) Dedication Deadlines (1) Additional 3 -Acres of Parkland Developer shall dedicate, or cause to be dedicated, to the City the Additional 3 -Acres of Parkland on the Page 14 schedule specified in the Parkland Improvements Agreement attached hereto as Exhihu E. (2) Additional 20 -Acres of Parkland. Developer- shall dedicate, or cause to be dedicated, to the City the Additional 20 -Acres of Parkland not later than the deadline specified in Section 13(b)(4), above, for Completion of Construction of the Phase 4 Segment. (3) Trailhead Parking Lot. Developer shall dedicate, or cause to be dedicated, to the City, the Trailhead Parking Lot not later than thirty (30) days after the latest to occur of the following events: (x) Developer has Completed Construction of, or caused Completion of Construction oF, both the Trailhead Parking Lot and the Additional 3 -Acres of Parkland; and (y) a public road has been constructed and accepted by the City that is within 200 linear feet from the nearest boundary of the Trailhead Parking Lot site. (d) HOA Park Improvements Construction Costs. The total construction costs must be at least $250,000for the HOA Park Improvements specified on L'.rhibit G attached hereto. Prior to Completion of Construction for any HOA Park, the Developer shall provide to the City for approval supporting documentation detailing the total construction costs for the HOA Park Improvements in that Park. (e) Guy Tract Regional Trail Access Easements. The Phase 1 and Phase 4 Segments must be accessible at all times by the City from a constructed and dedicated public road, across public parkland dedicated to the City, or from permanent, exclusive easements in favor of the City. If access is from easements, then such easements must be at least twenty (20) feet wide; improved with an access road constructed pursuant to City standards for maintenance access roads that is acceptable to the Systems Engineering Director; provided to the City at no cost to the City; be accompanied by a title commitment and title insurance having only those standard, pre-printed exceptions that are reasonably acceptable to the City Attorney; and be acceptable in form and substance to the City Attorney. (f) Compliance with Unified Development Code Requirements. Dedication of the Additional 3 -Acres of Parkland and the Additional 20 -Acres of Parkland along with the construction of the Parkland Improvements, HOA Park Improvements, the Guy Tract Regional Trait and Trailhead Parking Lot, a]I in accordance with the terms and conditions ofthis Agreement, shall constitute full compliance with City requirements for dedication of parkland, construction of parkland improvements, and payment of park fees associated with the development of 950 single family residential units on the Guy Tract. If the Guy Tract is developed with more than 950 single family residential units, the provisions of the City's United Development Code shall apply and additional parkland, parkland improvements, and/or payment of park fees may be required for any single family residential units above the initial 950 single family residential units. Notwithstanding Page 15 anything to the contrary in this Agreement or in the City's Unified Development Code, in no event shall Developer's obligations with regard to parkland dedication, construction of parkland improvements, or payment of park fees be less than described in Section 13 of this First Amendment. Seetion 11. New Section 14 is added to the Original Consent Agreement and shall read as follows: Section 14. The Developer or the Districts shall construct all on-site drainage infrastructure required to serve full development of the Guy Tract. The Districts shall own and maintain all required on-site water quality and detention facilities on the Guy Tract once constructed and inspected by the City, subject to the requirements of Section 11 of the Consent Agreement, as amended. Provided that appropriate drainage easements are secured, the City will allow fully developed flows from the Guy Tract to be discharged from water quality ponds into the San Gabriel River, in accordance with drainage easements and the adopted drainage policies of the City. Section 12. New Section 15 is added to the Original Consent Agreement and shall read as follows: Section 15. The Developer shall submit a traffic impact analysis ("TIA") covering all of the Guy Tract, plus any other portion of the Land that is designed to be a part of the same neighborhood(s) not separated by a collector (e.g. Wolf Ranch Parkway) or higher classified street, to the City prior to approval of the first preliminary plat for any portion of the Guy Tract. No other TIA will be required for the Guy Tract unless the Developer elects to submit, and the City agrees to accept, an additional TIA or the City requires a new TIA because the Guy Tract is developed with more intense uses than assumed in the TIA. If the TIA shows offsite impacts that require off-site roadway improvements, the Developer shall pay to the City the pro rata portion of the cost of those improvements related to development of the Guy Tract prior to the recordation of the final plat, or work with the appropriate governmental authorities to construct such improvements and seek reimbursement for the portion of such costs attributable to such oversized portions. Section 13. New Section 16 is added to the Original Consent Agreement and shall read as follows: Section 16. Water wells may be drilled by the Developer or the Districts on property within the Districts to provide non -potable water for irrigation of property owned or controlled by the District or HOA, and to maintain water levels in ponds within the District, subject to all applicable rules and regulations of the TCEQ and City ordinances and policies. The water wells may not be used to irrigate single- family lots, multi -family developments, and schools. Page 16 Section t 4. New Section 17 is added to the Original Consent Agreement and shall read as follows: Section 17. Force Ma'eure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations in Sections 12 and 13 of this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations in Sections 12 and 13 of this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. "Force majeure " means any act or event, whether foreseen or unforeseen, that meets all of the following tests: i. The act or event prevents a party (the "Nonperforming Party"), in whole or in part, from timely performing its obligations under this Agreement; or satisfying any conditions precedent to the other party's (the "Performing Party's") obligations under this Agreement; and ii. The act or event is not within the reasonable control of and not the fault of the Nonperforming Party, and iii. The Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence and reasonable care; and iv. The act or event does not include economic hardship, changes in market conditions, or unavailability of labor, equipment or supplies. No later than three (3) business days after becoming aware of the occurrence of an event offorce majeure, the Nonperforming Party shall furnish the Performing Party with written notice including a detailed explanation of the force majeure event, and estimate of the expected duration, and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The Nonperforming Party shall immediately give the Performing Party written notice when the Nonperforming Party is able to resume performance of its obligations in Sections 12 and 13 of this Agreement and satisfy the conditions to the Performing Party's obligations. During the suspension of performance by the Nonperforming Party, the Performing Party shall be relieved of it is obligations under Section 12 and 13, as applicable. Section 15. Except as provided in this First Amendment, the Original Consent Agreement remains in full force and effect and the terms and conditions of the Original Consent Agreement have not been modified or amended. All capitalized terms used herein shall have the meanings assigned to them in the Original Consent Agreement unless otherwise defined here. Section 16. The Agreement may be amended only with the written consent of all Parties in accordance with Section 10.04 of the Agreement, and all of the Parties to the Original Consent Agreement have consented to the First Amendment. The Wolf Owner is not a required Party to Page 17 any future amendments to the Agreement, inasmuch as the Developer hereby warrants and represents to the City that all rights, title, interests, and obligations of Wolf Owner under the Original Consent Agreement as to the portion of the Land located within the boundaries of the Districts as of the First Amendment Effective Date, have been assigned to and assumed by, the Districts. The Britton/Guy Owners' authorized representatives must sign this Agreement on or before the Guy 'Pratt Closing Date for purposes of evidencing their consent to the terms and conditions the Agreement and recordation of this First Amendment in the Official Public Records of Williamson County, Texas. [EXECUTION PAGES TO FOLLOW] Page 18 CITY OF GEORGETOWN BY _ _(%&_ , Dale Ross, Mayor Date: 1 a 1'q ATTEST: Sherry Nowling, C Sccre[ary APPROVED AS I'O FORM: Charlie McNabb. City Attorney STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on the 1.: I. day of I 2018, by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule •' y, on behalf of the C ity. (seal) LINDA RUTH WHITE of Public Sig attire - •= My Notary ID # 124938123 s Expires May 24, 2020 C� Page 19 WOLF OWNER By: Wolf Legacy, L.P., a Texas Limited Partnership, by its General Partner, Wolf Legacy, G.P., LLC, a Texas Limited Liability Company Name: Title: THE STATE OF _ § COUNTY OF § This instrument was acknowledged before me on this day of 2018, by .a said entity. (seal) Notary Public Signature of on behalf of Page 20 DEVELOPER By: H4 WR, L.P., a Texas Limited Partnership 0 Name: Title: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of... 2018, by - — _ _ of - _ a on behalf of said entity. (seal) Notary Public Signature Page 21 WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 28: President, Board of Directors ATTEST: Secretary, Board of Directors (SEAL) STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me the day of , 2018, by , President of Williamson County Municipal Utility District No. 28, a special district operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature Page 22 WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 29: President, Board of Directors ATTEST: Secretary, Board of Directors (SEAL) STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me the 2018, by__ Municipal Utility District No Texas Water Code. day of _ —.._._ — President of Williamson County 29, a special district operating under Chapters 49 and 54 of the Notary Public Signature Page 23 BRITTON/GUY OWNERS: BRITTON FAMILY TRUST By: Printed Name: Monnajene G. Knight Title: Trustee THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 2018, by Monnajene G. Knight, in her capacity as Trustee of the Britton Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 24 GUY JR FAMILY TRUST By: Printed Name: Paul W. Guy Title: Trustee THE STATE OF COUNTY OF _ This instrument was acknowledged before me on this day of 2018, by Paul W. Guy, in his capacity as Trustee of the Guy Jr. Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 25 GUY JR FAMILY TRUST By: Printed Nance. Gary B. Guy Title: Trtistee THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of 2018, by Gary B. Guy, in his capacity as Trustee of the Guy Jr. Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 26 GUY JR FAMILY TRUST By: Printed Name: Greg A. Guy Title: Trustee THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of 2018, by Greg A. Guy, in his capacity as Trustee of the Guy Jr. Family Trust, on behalf of said trust. (seal) Notary Public Signature Page 27 EXHIBIT A-1 METES AND BOUNDS DESCRIPTION OF THE GUY TRACT PORTION OF THE LAND EAST TRACT METES AND BOUNDS DESCRIPTION FOR A 236.714 ACRE TRACT OF LAND (EAST TRACT) LOCATED IN THE JOSEPH THOMPSON SURVEY, ABSTRACT NO. 608 AND THE CLEMENT STUBBLEFIELD SURVEY, ABSTRACT NO. 558, WILLIAMSON COUNTY, TEXAS, AND BEING A PART OF A REMNANT PORTION OF THE CALLED 457 ACRE TRACT OF LAND CONVEYED TO MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST, AS RECORDED IN DOCUMENT NO. 2014059029, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AS DESCRIBED IN VOLUME 345, PAGE 460, DEED RECORDS, WILLIAMSON COUNTY, TEXAS, SAVE AND EXCEPT A CALLED 0.686 ACRE TRACT OF LAND CONVEYED TO H4 WR, LP, RECORDED IN DOCUMENT NO.S 2016062606 AND 2016067692, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 0.749 ACRE TRACT OF LAND CONVEYED TO THE BRITTON FAMILY TRUST AND THE GUY JR. FAMILY TRUST, RECORDED IN SAID DOCUMENT NO.S 2016062606 AND 2016067692, SAID 0.749 ACRE TRACT BEING A PORTION OF SAID CALLED 457 ACRE MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST TRACT, AND ALL OF A CALLED 12.93 ACRE TRACT OF LAND CONVEYED TO VALAREE C. GUY, PAUL W. GUY, GARY B. GUY AND GREG A. GUY, TRUSTEES OF THE GUY JR. FAMILY TRUST AND AS DESCRIBED IN DOCUMENT NO. 2014016254, OFFICIAL PUBLIC RECORDS, WILLIAMSON COUNTY, TEXAS, AND TO MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST, RECORDED IN DOCUMENT NO. 2014064497, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID 236.714 ACRE TRACT OF LAND (EAST TRACT) SURVEYED ON THE GROUND BY DIAMOND SURVEYING, INC. DURING THE MONTH OF JUNE 2, 2017 AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGIN FOR REFERENCE at a 5/8" iron rod found monumenting an angle point in the north boundary line of said 457 acre tract, same being on the southeast corner of a called 278.212 acre tract of land conveyed to 278 Georgetown, Inc. as described in Document No. 2014094143, Official Public Records, Williamson County, Texas, same being on the southwest corner of a called 356 1/2 acre tract of land as described in Volume 282, Page 90, Deed Records, Williamson County, Texas, same being on the most westerly southwest corner of a called 195.611 acre tract of land (Tract 2) conveyed to H4 WR, LP as described in Document No. 2014081688, Official Public Records, Williamson County, Texas; THENCE, with the common boundary line of said 457 acre tract, and said 356 1/2 acre tract, and said 195.611 acre tract (Tract 2), N 68040'46" E, for a distance of 1060.91 feet to a 60D nail found in fence post, being on the northwest corner of a called 399 acre tract as described in Volume 285, Page 561, Deed Records, Williamson County, Texas; EXHIBIT A-1 Guy Tract Page 1 of 10 EAST TRACT THENCE, continuing with the common boundary line of said 457 acre tract, and said 399 acre tract, in part with the south boundary line of said 195.611 acre tract (Tract 2), and in part with the north boundary line of a called 20.942 acre tract of land conveyed to the City of Georgetown, as described in Document No. 2015010273, Official Public Records, Williamson County, Texas, and in part with the south boundary line of a called 39,713 acre tract of land conveyed to the City of Georgetown, as described in Document No, 2011065725, Official Public Records, Williamson County, Texas, the following two (2) courses and distances: 1. S 19025'19" E, for a distance of 437.44 feet to a 60D nail found in fence post, being on the southwest corner of said 399 acre tract, 2. N 70°04'00" E, passing at a distance of 1209.35 feet, a 112" iron rod found with aluminum cap marked "Diamond Surveying", on the southeast corner of said 195.611 acre tract (Tract 2), being on the northwest corner of said 20.942 acre City of Georgetown tract, being on the southwest corner of said 39.713 acre City of Georgetown tract, continuing an additional 530.59 feet, for a total distance of 1739.94 feet to a 112" iron rod found with aluminum cap marked "Diamond Surveying" on a point in the north boundary line of said 457 acre tract, being on the northeast corner of said 20.942 acre City of Georgetown tract, same being on the southeast corner of said 39.713 acre City of Georgetown tract, same being the southwest corner of a called 208.881 acre tract of land (Tract 4) conveyed to H4 WR, LP as described in said Document No. 2014081688 for the northwest corner and POINT OF BEGINNING hereof; THENCE, with the common boundary line of said 457 acre tract, said 399 acre tract, and said 208.881 acre tract (Tract 4), the following two (2) courses and distances: 1. N 70°04'00" E for a distance of 722.20 feet to a 60D nail found in a fence post, monumenting an angle point hereof; 2. S 60°39'27" E for a distance of 211.70 feet to a 60D nail found in a fence post, monumenting an angle point hereof; THENCE, departing the boundary line of said 208.881 acre tract (Tract 4), continuing with the common boundary line of said 457 acre tract, and said 399 acre tract, and in part with the north boundary line of said 12.93 acre tract, the following two (2) courses and distances: (Note: boundary line of said 208.881 acre tract as monumented on the ground is not congruent with the original boundary fine described in said Volume 345, Page 460 and said Volume 285, Page 561 for the following two (2) courses and distances): 1. S 29°48'01" E for a distance of 731.11 feet to a 60D nail found in a fence post, monumenting an angle point hereof; 2. N 69°16'02" E passing at a distance of 6.24 feet a calculated point, and from which an iron rod found with cap marked "Pape Dawson", bears N 30016'55" W EXHIBIT A-1 Guy Tract Page 2 of 10 EAST TRACT for a distance of 0.43 feet, passing at an additional distance of 2048.05 feet a calculated point, and from which an iron rod found with cap marked "RPLS 2218", bears N 17059'16" E for a distance of 6.95 feet, continuing an additional 184.35 feet, for a total distance of 2238.64 feet to a wood fence post found, on an angle point in the south boundary line of said 208.881 acre tract (Tract 4), monumenting an angle point hereof; THENCE, with the common boundary line of said 457 acre tract, said 399 acre tract, and said 208.881 acre tract (Tract 4), the following two (2) courses and distances: 1. S 81°57'22" E passing at a distance of 123.02 feet a calculated point, and from which an iron rod found with cap marked "RPLS 2218", bears S 17058'38" W for a distance of 3.34 feet, continuing an additional 1835.13 feet, for a total distance Of 1958.15 feet to a wood fence post found, monumenting an angle point hereof; 2. N 09'30'37" E for a distance of 212.60 feet to an iron rod found with cap marked "Pape Dawson", monumenting the southwest corner of said 0.686 acre tract and an angle point in the south boundary line of said 208.881 acre tract (Tract 4) and an angle point in the south boundary line of said 399 acre tract for an angle point hereof; THENCE, through the interior of said 457 acre tract, S 67°37'21" E with the southwesterly boundary line of said 0.686 acre tract and the south boundary line of said 208.881 acre tract (Tract 4), for a distance of 181.77 feet to an iron rod found with cap marked "Pape Dawson", monumenting an angle point in the southerly boundary line of said 0.686 acre tract, the northwest corner of said 0.749 acre tract and an angle point in the south boundary line of said 208.881 acre tract (Tract 4), for an angle point hereof; THENCE through the interior of said 208.881 acre tract (Tract 4), N 58°11'49" E with the southeasterly boundary line of said 0.686 acre tract and the north boundary line of said 0.749 acre tract for a distance of 148.82 feet to a 1/2" iron rod found with cap marked Diamond Surveying", monumenting the southeast corner of said 0.686 acre tract, the northeast corner of said 0.749 acre tract, an angle point in said 457 acre tract and an angle point in said 399 acre tract, for an angle point hereof; THENCE, continuing through the interior of said 208.881 acre tract (Tract 4), with the common boundary line of said 457 acre tract, and said 399 acre tract and with the east boundary line of said 0.749 acre tract, the following two (2) courses and distances. 1. S 12°47'35" E for a distance of 135.57 feet to a 1/2" iron rod found with cap marked "Diamond Surveying", monumenting an angle point hereof; 2. S 66°32'54" E for a distance of 48.85 feet to a calculated point, on the northeast corner of said 457 acre tract, being an angle point on in the southerly boundary line of said 0.749 acre tract, same being an angle point in the south boundary EXHIBIT A-1 Guy Tract Page 3 of 10 EAST TRACT line of said 399 acre tract, same being on a point in the center of the South San Gabriel River, for the most easterly northeast corner hereof; THENCE, S 19022'42" W, with the east boundary line of said 0.749 acre tract and the south boundary line of said 457 acre tract, same being the center of said South San Gabriel River, for a distance of 122.81 feet to a calculated point on the southeast corner of said 0.749 acre tract, same being on a point in the west boundary line of Lot 1, Resubdivision of San Gabriel Heights, Section Six, a subdivision recorded in Cabinet P, Slide 247, Plat Records, Williamson County, Texas, for an angle point hereof; THENCE, continuing with the south boundary line of said 457 acre tract, same being the center of said South San Gabriel River, in part with the west boundary line of said Lot 1, Resubdivision of San Gabriel Heights, Section Six, in part with the west boundary line of Lot 1, Block A, River Ridge, Section Two -C, a subdivision recorded in Cabinet F, Slide 198, in part with the west boundary line of River Ridge, Section One, a subdivision recorded in Cabinet D, Slide 194, in part with the northwest boundary line of River Ridge, Section Two -B, a subdivision recorded in Cabinet F, Slide 369, in part with the north boundary line of River Ridge, Section Two -A, a subdivision recorded in Cabinet i=, Slide 365, in part with the north boundary line of Lot 31, Block U, River Ridge Three, Section B, a Vacation and Resubdivision of a Portion of River Ridge Sections Three -A, Three -B and Three -C, a subdivision recorded in Cabinet L, Slide 296, in part with the north boundary line of Lot 7, Block E, Resubdivision of Riverview Estates, a subdivision recorded in Cabinet K, Slide 51, said subdivisions of the Plat Records, Williamson County, Texas, in part with the north boundary line of a called 68.080 acre tract of land conveyed to LAMY 2243, LTD„ as recorded in Document No. 2013028282, Official Public Records, Williamson County, Texas, and in part with the north boundary line of the remnant portion of a called 25.75 acre tract of land conveyed to A. C. Weir Properties, LTD., as recorded in Document No. 2005090431, Official Public Records, Williamson County, Texas, as described in Volume 1238, Page 445, Official Records, Williamson County, Texas, the following thirty-one (31) courses and distances: 1. S 31°32'41" W for a distance of 102.20 feet to a calculated point hereof, 2. S 33°33'18" W for a distance of 228.43 feet to a calculated point hereof; 3. S 17023122" W for a distance of 154.88 feet to a calculated point hereof; 4. S 04°36'22" W for a distance of 234.11 feet to a calculated point hereof; 5. S 17°08'40" E for a distance of 164.52 feet to a calculated point hereof; 6. S 01°35'45" W for a distance of 156.16 feet to a calculated point hereof; 7. S 09013'13" W for a distance of 388.34 feet to a calculated point hereof; 8. S 24°36'03" W for a distance of 152.14 feet to a calculated point hereof; 9. S 15°11'10" W for a distance of 68.29 feet to a calculated point hereof; 10. S 00058'59" E for a distance of 64.02 feet to a calculated point hereof; 11. S 22022'25" W for a distance of 204.09 feet to a calculated point hereof; 12. S 43°48'57" W for a distance of 346.85 feet to a calculated point hereof; 13. S 50057'05" W for a distance of 266.63 feet to a calculated point hereof, EXHIBIT A-1 Guy Tract Page 4 of 10 EAST TRACT 14. S 74031'36" W for a distance of 110.96 feet to a calculated point hereof; 15. N 82048'56" W for a distance of 406.55 feet to a calculated point hereof; 16. N 75041'50" W for a distance of 191.41 feet to a calculated point hereof; 17. N 61053'29" W for a distance of 151.90 feet to a calculated point hereof; 18. N 47044'05" W for a distance of 206.54 feet to a calculated point hereof; 19. N 58003'37" W for a distance of 242.08 feet to a calculated point hereof; 20. N 70057'13" W for a distance of 173.72 feet to a calculated point hereof; 21. N 84043'09" W for a distance of 215.65 feet to a calculated point hereof; 22. S 80012'38" W for a distance of 188.97 feet to a calculated point hereof; 23. S 85027'43" W for a distance of 493.64 feet to a calculated point hereof; 24. S 87039'56" W for a distance of 248.99 feet to a calculated point hereof; 25. S 80020'51" W for a distance of 366.12 feet to a calculated point hereof; 26. S 59030'47" W for a distance of 122.13 feet to a calculated point hereof; 27. S 70007'47" W for a distance of 135.27 feet to a calculated point hereof; 28. S 77049'02" W for a distance of 243.17 feet to a calculated point hereof; 29. S 85058'39" W for a distance of 269.27 feet to a calculated point hereof; 30. N 88044'51" W for a distance of 261.33 feet to a calculated point hereof; 31. S 71009'02" W for a distance of 173.04 feet to a calculated point on an angle point in the south boundary line of said 457 acre tract, same being the southeast corner of said 20.942 acre City of Georgetown tract, same being an angle point on the north boundary line of said 25.75 acre tract, same being on the northeast corner of a called 39.969 acre tract of land described in a Possession and Use Agreement for Transportation Purposes to the City of Georgetown, recorded in Document No. 2015109482, Official Public Records of Williamson County, Texas, for the southwest corner hereof, and from which a calculated point on the southwest corner of said 20.942 acre City of Georgetown tract, same being an angle point on the north line of the remnant portion of a called 1048.20 acre tract of land conveyed to A. C. Weir Properties, LTD., as recorded in Document No. 2005090431, Official Public Records, Williamson County, Texas, as described in Volume 522, Page 451, Deed Records, Williamson County, Texas, same being on the northwest corner of said 39.969 acre City of Georgetown tract, bears, S 69023'58" W for a distance of 55.21 feet to a calculated point, S 74048'58" W for a distance of 98.30 feet to a calculated point, S 63°04'17" W for a distance of 52.44 feet to a calculated point, and S 57040'49" W for a distance of 65.29 feet; THENCE, with the east boundary line of said 20.942 acre City of Georgetown tract, the following three (3) courses and distances: 1. N 22023'05" W passing at a distance of 50.07 feet, a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", continuing an additional 695.32 feet, for a total distance of 745.39 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting an angle point hereof; EXHIBIT A-1 Guy Tract Page 5 of 10 EAST TRACT 2. N 08°31'29" E for a distance of 116.48 feet to a 1/2" iron rod set with cap marked "Diamond Surveying", monumenting an angle point hereof; 3. N 19022'56" W for a distance of 1415.81 feet to the POINT OF BEGINING hereof and containing 236.714 acres of land more or less. BEARING BASIS: NAD -83, TEXAS CENTRAL (4203), STATE PLANE SYSTEM. A survey drawing has been prepared to accompany this metes and bounds description. <> DIAMOND SURVEYING, INC. 116 SKYLINE ROAD, GEORGETOWN, TX 78628 (512) 931-3100 June 8, 2017 SHANE SHAFER, R.P.L.S. NO. 5281 DATE L. 0 F j£A SHANE SHAPER 9 Pp 5281 r; Q �a 3 U R`I� Z:%LAND TITLESMY RANCH GEORGETOWN%FINAL SURVEYSM-08-2017 EAST TRACT REVISION 1.doc 6 EXHIBIT A-1 Guy Tract Page 6 of 10 WEST TRACT METES AND BOUNDS DESCRIPTION FOR A 128.974 ACRE TRACT OF LAND (WEST TRACT) LOCATED IN THE JOSEPH THOMPSON SURVEY, ABSTRACT NO. 608, WILLIAMSON COUNTY, TEXAS, AND BEING A PART OF A REMNANT PORTION OF THE CALLED 457 ACRE TRACT OF LAND CONVEYED TO MONNAJENE G. KNIGHT, AS TRUSTEE FOR THE BRITTON FAMILY TRUST, AS RECORDED IN DOCUMENT NO. 2014059029, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AS DESCRIBED IN VOLUME 345, PAGE 460, DEED RECORDS, WILLIAMSON COUNTY, TEXAS AND BEING THE REMNANT PORTION OF THE CALLED 457 ACRE TRACT OF LAND CONVEYED TO THE GUY JR. FAMILY TRUST, DATED OCTOBER 2, 2003, W.T. GUY JR. AND VALAREE C. GUY TRUSTORS, AS RECORDED IN DOCUMENT NO. 2004050674, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AS DESCRIBED IN SAID VOLUME 345, PAGE, 460, LESS AND EXCEPT A 12.93 ACRE TRACT OF LAND DESCRIBED IN DOCUMENT NO. 2001044973, OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID 128.974 ACRE TRACT OF LAND (WEST TRACT) SURVEYED ON THE GROUND BY DIAMOND SURVEYING, INC. DURING THE MONTH OF JUNE 2, 2017 AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 5/8" iron rod found monumenting an angle point in the north boundary line of said 457 acre tract, same being on the southeast corner of a called 278.212 acre tract of land conveyed to 278 Georgetown, Inc. as described in Document No_ 2014094143, Official Public Records, Williamson County, Texas, same being on the southwest corner of a called 356 1/2 acre tract of land as described in Volume 282, Page 90, Deed Records, Williamson County, Texas, same being the most westerly southwest corner of a called 195.611 acre tract of land (Tract 2) conveyed to H4 WR, LP as described in Document No. 2014081688, Official Public Records, Williamson County, Texas, for an angle point in the north boundary line and POINT OF BEGINNING hereof; THENCE, with the common boundary line of said 457 acre tract, and said 356 112 acre tract, and said 195.611 acre tract (Tract 2), N 68040'46" E, for a distance of 1060.91 feet to a 60D nail found in fence post, on an angle point in the north line of said 457 acre tract, same being on an angle point in the south boundary line of said 195.611 acre tract (Tract 2), same being on the northwest corner of a called 399 acre tract of land as described in Volume 285, Page 561, Deed Records, Williamson County, Texas, monumenting an angle point hereof; THENCE, with the common boundary line of said 457 acre tract, and said 399 acre tract, and said 195.611 acre tract (Tract 2), the following two (2) courses and distances: I. S 19025'19" E, for a distance of 437.44 feet to a 60D nail found in fence post, on the southwest corner of said 399 acre tract, monumenting an angle point hereof; N 70°04'00" E, for a distance of 1209.35 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying" on the southeast corner of said 195.611 acre tract (Tract 2), same being on the northwest corner of a called 20.942 acre tract of land conveyed to the City of Georgetown, as described in Document No. 2015010273, Official Public Records, Williamson County, Texas, same being on the southwest corner of a called 39.713 acre tract of land conveyed to the City of Georgetown, as described in Document No. 2011065725, EXHIBIT A-1 Guy Tract Page 7 of 10 WEST TRACT Official Public Records, Williamson County, Texas, for the northeast corner hereof; THENCE, with the west boundary line of said 20.942 acre City of Georgetown tract, the following five (5) courses and distances: 1. with the arc of a curve to the right, having a radius of 2584.00 feet, an arc distance of 3.47 feet, a central angle of 00004'37", with a chord which bears S 25°41'40" E, for a distance of 3.47 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting the end of this curve hereof; 2. S 22022'21" E, for a distance of 559.02 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting an angle point hereof; S 25042'34" E, for a distance of 858.06 feet to a 112" iron rod set with cap marked "Diamond Surveying", monumenting an angle point hereof; 4. S 59°57'31" E, for a distance of 126.22 feet to a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", monumenting an angle point hereof; 5. S 22°23'06" E, passing at a distance of 684.24 feet, a 1/2" iron rod found with aluminum cap marked "Diamond Surveying", continuing an additional 79.88 feet, for a total distance of 764.12 feet, to a calculated point on the south boundary line of said 457 acre tract, same being on the southwest corner of said 20.942 acre City of Georgetown tract, same being on an angle point in the north boundary line of the remnant portion of a called 1048.20 acre tract of land conveyed to A.C. Weir Properties, LTD. as recorded in Document No. 2005090431, Official Public Records, Williamson County, Texas, as described in Volume 522, Page 451, Deed Records, Williamson County, Texas, same being on a point in the center of the South San Gabriel River, same being on the northwest corner of a called 39.969 acre tract of land described in a Possession and Use Agreement for Transportation Purposes to the City of Georgetown, recorded in Document No. 2015109482, Official Public Records of Williamson County, Texas, for the southeast corner hereof; THENCE, with the common boundary line of said 457 acre tract, and said 1048.20 acre A. C. Weir Properties, LTD, tract, same being with the center of said South San Gabriel River, the following twenty-three (23) courses and distances: 1. S 61001'05" W, for a distance of 268.05 feet to a calculated point hereof; 2. S 73003'56" W, for a distance of 212.52 feet to a calculated point hereof; 3. S 691-53'21" W, for a distance of 241.52 feet to a calculated point hereof; 4. S 67°06'55" W, for a distance of 162.28 feet to a calculated point hereof; 5. S 67°33'45" W, for a distance of 166.84 feet to a calculated point hereof; 6. S 79°54'37" W, for a distance of 367.92 feet to a calculated point hereof; 7. N 88026'16" W, for a distance of 113.47 feet to a calculated point hereof; 8. N 63°11'41" W, for a distance of 78.86 feet to a calculated point hereof; 9. N 4500721" W, for a distance of 42.54 feet to a calculated point hereof; EXHIBIT A-1 Guy Tract Page 8 of 10 WEST TRACT 10. N 64°18'03" W, for a distance of 540.04 feet to a calculated point hereof; 11. N 81-26-17" W, for a distance of 205.52 feet to a calculated point hereof; 12. N 69027'19" W, for a distance of 180.11 feet to a calculated point hereaf; 13. N 55°26'56" W, for a distance of 264.49 feet to a calculated point hereof; 14. N 61°01'26" W, for a distance of 205.42 feet to a calculated point hereof; 15. N 38°30'48" W, for a distance of 235.21 feet to a calculated point hereof; 16. N 32°07'08" W, for a distance of 237.71 feet to a calculated point hereof; 17. N 24°59'12" W, for a distance of 266.19 feet to a calculated point hereof; 18. N 10°17'09" W, for a distance of 200.47 feet to a calculated point hereof; 19. N 25°55'46" E, for a distance of 84.58 feet to a calculated point hereof; 20. N 02005'57" W, for a distance of 132.95 feet to a calculated point hereof; 21. N 27°21'13" W, for a distance of 165.32 feet to a calculated point hereof; 22. N 55'32'53" W, for a distance of 214.32 feet to a calculated point hereof; 23. N 80°52'32" W, for a distance of 41.02 feet to a calculated point on the northwest corner of said 457 acre tract, same being on an angle point in the north boundary line of said 1048.20 acre A. C. Weir Properties, LTD. tract, same being an angle point in the south boundary line of said 278.212 acre 278 Georgetown Inc. tract, for the northwest corner hereof; THENCE, with the north boundary line of said 457 acre tract, same being the south boundary line of said 278.212 acre 278 Georgetown, Inc. tract, N 49051'42" E passing at a distance of 78.50 feet an iron rod found with cap marked "RPLS 5784", continuing for an additional 216.07 feet, for a total distance of 294.57 feet to the POINT OF BEGINNING hereof and containing 128.974 acres of land more or less. BEARING BASIS; NAD -83, TEXAS CENTRAL (4203), STATE PLANE SYSTEM. A survey drawing has been prepared to accompany this metes and bounds description. .<> MWO)AVID &UJG?JV YUN(% fNCCo V V6 -ZA VUNE ROA4 OEOROETOWN, u C�SH�F P[�June 8, 2017 SHANE SHAFER, R.P.L.S. NO. 5281 DATE Z:\LAND TITLES\GUY RANCH GEORGETOWN\FINAL SURVEYS\06-08-2017 WEST TRACT.doc EXHIBIT A-1 Guy Tract Page 9 of 10 Is � g"y�f ai 1 �� _ }, •� ` ���' .` �illii r r i 4i h� s !i �I i f �i!i I I YYY I1 -i 111 h: , _ .l., -Gy T'l' Fqf ^a" 011i�NOTW l 1fAih` l ��Tqp1p P Y7l+is.713';r �A p I a i pp pte / ell F i r Ls- yV, + fAo duce RkRr - � g •11 �7d, ���¢ab�$ 'pa�lggqp R "t ! 1 � f �. y A •p�pASy� � ��®ik6,q �,� 7c - • _y}p �?a ! 41 ry�•R' "�� ¢� � + � � �� \ Y i �� 7 t1�r e�^er�iprRp � � '+�� a�i.�i '� � �. -•.'air }aR /r ��% &fd� �3d� >� A� ;1 tl �� ,�f[ � a � alt,+ ��� `�� � •� �. V' ee � S �55�s p��tt9 ►1�1i �.�;xeq'eq lia�g� qj •� �A'� � I.. yy�� �• ��C��jl � �� 1 �Q��¢ , I . � � ,i .1' `' '�+ `8 ap t, ,; ; " a8 4 tax tl,•¢ ti (� fill _ i ' a ► + _ �� =§il�.._ 4 � � S_�.�_R rr. gYC��� a � •._ a � �t� �i� ¢;.�� ` • v gig � � • � �5 +Y ++' + � Y^ ��agf' 4t9F� 4 R " y �>E� +11n A I � � • j� l 1 � —�i, ' - a ��y`"'� guo ' ! 3 �. I j I11 .4 V ia._ • ; int Sas i I lip -1 11 2 MUM, N al - �� � k 9Q f p� !il 3 ► L — `�_ � �s�4�� �����y � l� � y����' ! � fq� � � I :.. • .�r ;r. • 11 •fid }_�G\ FFF IIIYYYRRR 11fI�rK❑ Y W ¢ g ,... 1 it E I ` g: a• Will U�c i Y_ r i6 e x I 1 P 1. ff •7. tf�•1 r.� �- rlr i � �I �• A �►�� 1 E%1116Tr1•I ['wry fi0.H i.q. pd 10 EXHIBIT E PARKLAND IMPROVEMENTS AGREEMENT PARKLAND IMPROVEMENTS AGREEMENT between THE CITY OF GEORGETOWN and H4 WR, LP And H4 Georgetown, LP This Parkland Improvements Agreement (the "Agreement") is entered on the Effective Date by and between the CITY OF GEORGETOWN, TEXAS, a Texas home -rule municipal corporation situated in Williamson County (the "City") and H4 WR, LP. a Texas limited partnership and H4 Georgetown, LP (each individually, and collectively, the "Developer"), each a "Party" and collectively the "Parties." WHEREAS, City, Developer, and Williamson County Municipal Utility District No. 28 or Williamson County Municipal Utility District No. 29 are parties to the First Amendment to Consent Agreement dated June 12, 2018 (the "First Amendment") which amends that certain Consent Agreement recorded as Document No. 2014095879 in the Official Records of Williamson County (as amended, the "Consent Agreement"); and WHEREAS, this Agreement is attached to the First Amendment as Exhibit E; and WHEREAS, this Agreement provides the specifications and processes for the construction and approval of the Parkland Improvements (defined herein) thereon; and NOW, THEREFORE, the parties, in consideration of the mutual covenants expressed herein, agree as follows: I. DEFINITIONS AND TERM A. Capitalized words used herein that are defined in the Consent Agreement shall have the same meanings when used in this Agreement, and the definitions of those terms are hereby incorporated herein by reference for all purposes as if set forth in full. B. The term of the Agreement begins on the Effective Date (defined below) and, unless terminated in accordance with other provisions of this Agreement, continues until the Parties' obligations hereunder are completed. The Parties agree to enter into a written release of this Agreement upon completion of the Parties' obligations hereunder if either party requests such a release. II. DESIGNATION OF REPRESENTATIVES A. The City designates the Director of the Parks and Recreation Department (the "PARD") as its authorized representative to act on the City's behalf with respect to this Agreement. B. Developer designates Duke Kerrigan and Brian Carlock as its authorized representatives to act on the Developer's behalf with respect to this Agreement. III. RESPONSIBILITIES OF DEVELOPER A. Developer shall, at no cost to the City, construct or cause to be constructed in the Additional 3 - Acres of Parkland all of those parkland improvements generally identified on the attached Exhibit A Hillwood Parkland Improvement Agreement Page 1 1560.018\73697.5 (collectively, the "Parkland Improvements," and each a "Parkland Improvement") Developer shall Commence Construction, or cause Commencement of Construction to occur, of the Parkland Improvements on or before the deadlines for same set forth in Section 13(b)(6) of the Consent Agreement. The Parkland Improvements may be constructed either simultaneously with each other or successively, provided that Developer shall Complete Construction, or Cause Completion of Construction, of the Parkland Improvements on or before the deadlines for same set forth in Section 13(b)(6) of the Consent Agreement. B. At least ninety (90) calendar days prior to the Commencement of Construction deadline set forth in Section 13(b)(6) of the Consent Agreement, Developer shall submit to the City through the City's Planning Department a detailed description of each of the Parkland Improvements for review by the PARD (the "Parkland Improvements Description"). The Parkland Improvements Description shall include, for each Parkland Improvement, the following information: a detailed description, purpose, size, location, construction/installation schedule, plans, specifications, construction documents, construction access, and the estimated cost of constructing each Parkland Improvement as determined by a professional engineer. The Parkland Improvements Description shall also include a site plan that provides grading, landscaping, and irrigation information, at a minimum. The Developer shall cooperate with reasonable requests of the PARD for additional information. The Developer shall use only the City -approved Parkland Improvements Description, site plan, construction plans, and specifications for the Parkland Improvements (collectively, the "Plans") for construction of the Parkland Improvements. C. All work must be performed in compliance with the codes and standards of the City, including but not limited to the City's Code of Ordinances, Unified Development Code, Construction Specifications and Standards, Drainage Criteria Manual, Building Codes, Fire Codes, Inspection Guidelines, and Development Manual to the extent that same are applicable to the construction of the Parkland Improvements (collectively, the "Standards") and with the Plans. All work performed under this Agreement by Developer and its contractors (the "Contractors") must also be free from design and construction defects at the time of completion. In addition, Developer shall follow all City ordinances and other rules and regulations regarding permits and approvals related to activities and construction of the Parkland Improvements, as well as those of any other governmental entity having jurisdiction. D. Construction shall not commence on a Parkland Improvement until PARD has issued a written "Notice to Proceed" for Parkland Improvement(s) for which the City, in its regulatory capacity, has approved Plans. A Notice to Proceed shall be issued within three calendar days after PARD has approved the Plans. If requested by the PARD, the Developer shall attend a pre -construction meeting. E. Subject to force majeure events and delays caused by governmental authorities, Developer shall diligently prosecute completion of the Parkland Improvements and coordinate all construction activity with designated PARD staff following issuance of the Notice to Proceed. F. Upon completion of each Parkland Improvement, Developer shall request inspection by e-mail and/or phone, plus deliver to the PARD written notice that construction of such Parkland Improvement has been completed and is ready for a final inspection; the Developer may combine requests for inspections of Parkland Improvements. The Developer shall promptly respond to the City's inspection(s) results, including correcting any deficiencies identified by the PARD and/or City engineer. The Developer shall seek to correct any deficiencies within ten (10) calendar days and inform the PARD in writing that the correction will require longer period to correct, if it requires reordering parts to a specific Parkland Improvement. This process will repeat until the City finds the Parkland Improvements are in conformance with the approved Plans. G. Following the inspection process outlined above and prior to the City's acceptance of the Parkland Improvements and the Plans, the Developer must submit in writing to the City that the Maintenance Security Hillwood Parkland Improvement Agreement Page 2 1560.018\73697.5 required by Article VII of this Agreement is in place and submit a set of construction plans for the Plans certified as "as -built" by the engineer responsible for preparing the Plans (collectively, the "Completion Notice"). The Completion Notice shall be submitted to the City not more than thirty (30) days following the City's communication to the Developer that the Parkland Improvements are in conformance with the approved Plans. The Developer shall promptly revise or add to the Completion Notice based upon the review of the PARD and/or City engineer. H. Not later than the date that is thirty (30) days after the last to occur of the following events: (i) the City's acceptance of the last of the Parkland improvements required to be constructed in the Additional 3 - Acres of Parkland under this Agreement and the Consent Agreement, (ii) the City's acceptance of the Trailhead Parking Lot (as that term is defined in the Consent Agreement), or (iii) the City's acceptance of the Completion Notice (defined below) by the PARD, the Developer shall dedicate (if by plat) or transfer (if by separate instrument) the Additional 3 -acres of Parkland (and the associated Trailhead Parking Lot) to the City, subject to Developer's maintenance obligations as provided in Section VII of this Agreement and to the City's approval of the title commitment and form of deed (if transferred to the City via separate instrument), after which the City will assume ownership of the completed Additional 3 -Acres of Parkland (and the associated Trailhead Parking Lot), subject to Developer's maintenance obligations as provided in Section VII of this Agreement and to the City's approval of the title commitment and form of deed (if transferred to the City via separate instrument). 1. Developer and its Contractors and other agents shall perform the obligations under this Agreement as independent contractors. IV. RESPONSIBILITIES OF THE CITY A. City and PARD staff shall use good faith efforts to assist Developer in securing all permits and performing inspections necessary to construct the Parkland Improvements. Developer and its Contractors shall coordinate with City staff to provide any information in the possession or control of Developer or its Contractors that is necessary or will facilitate applications for permits and approvals. B. Following submittal of the Plans by the Developer to the City through the Planning Department, the City shall acknowledge receipt of the Plans and provide the Developer with the results of its Completeness Check within ten (10) calendar days. Within thirty (30) calendar days of receipt of the Plans, City shall respond to Developer by either approving the Plans or conditionally approving the Plans subject to additional requirements or alterations mutually acceptable to Developer and PARD. Failure of the PARD to respond to the submittal of the Plans within the 30 -day period shall not be deemed to be acceptance of same by the PARD or the City. The City's review of the Plans shall repeat until it approves the Plans. The PARD may request a pre -construction meeting to which the Developer shall attend. C. The City shall have the right to inspect each Parkland Improvement during and at the completion of construction; provided, however, that the City shall provide twenty-four hours advance notice to Developer before coming on site during active construction to allow Developer to take appropriate site safety precautions. It will be the City's intent to provide next business day inspections following the Developer's request for inspections as defined in Section III of this Agreement; however, no advance notice will be required prior to an inspection that is in response to the Developer's request for an inspection or to address an emergency. D. The City will notify the Developer if an inspection reveals that any portion of a Parkland Improvement is not constructed in substantial accordance with the Plans or the Standards. However, the City is not responsible for the construction of the Parkland Improvements, the quality of the material, or Hillwood Parkland Improvement Agreement Page 3 1560,018\73697,5 the construction methods utilized. In addition, the City is not responsible for making continuous on-site inspections of the construction work and the City has no privity with or responsibility for Developer's Contractors or any subcontractors during construction; provided, however, that privity may subsequently exist after construction with the assignments of warranties to the City. E. Within fourteen (14) calendar days of receipt of the Completion Notice, the City shall respond to the Developer by either submitting a list of items still requiring completion or modification, requesting additional information, or by accepting the Completion Notice. Final approval of the Plans, including all Parkland Improvements, shall be evidenced by a letter of approval from PARD, but shall not be valid unless and until the Maintenance Security required by Article VII of this Agreement is in place. Failure to respond to a Completion Notice within the 14 -day period shall be not deemed approval by the PARD or the City. V. MUTUAL RESPONSIBILITIES The Parties agree to cooperate in efforts which may benefit or otherwise impact any Parkland Improvement(s) falling within the terms of this Agreement. VI. CONSTRUCTION COSTS AND SECURITY A. Developer shall be solely responsible for all costs of design and construction of the Parkland Improvements. Any increases in the actual costs of the design and construction of the Parkland Improvements, including cost increases, change orders and overruns shall be home by Developer. Costs include, but are not limited to, landscaping costs, labor costs, site restoration and re -vegetation costs, materials costs, engineering costs, utility connection fees, permits, and inspection fees, if imposed by the City, incurred in the design and construction of the Parkland Improvements. B. To secure the Developer's obligations to design and construct the Parkland Improvements, Developer shall provide a financial guarantee of performance in the amount of One Hundred Twenty Five Percent (125°/x) of the total estimated cost of constructing the Parkland Improvements (the "Construction Security"), as determined by a professional engineer and approved by the City's designated engineer. The Construction Security may be a Letter of Credit, Trust Agreement or Performance Bond in a form approved for use in the City's Development Manual. If at any time the City's designated engineer determines, in his or her opinion and at his or her discretion, the cost of constructing the Parkland Improvements may exceed the Construction Security, within thirty (30) days after notice and demand, the Developer shall provide additional Construction Security in an amount equal to the additional estimated cost. VII. WARRANTIES AND MAINTENANCE A. Developer hereby warrants that each Parkland Improvement will be free from defects for a period of one (1) year from the date the City accepts the construction of said Parkland Improvements (the "Maintenance Period"). The Developer shall correct and repair, or cause to be corrected and repaired, any defects in materials or workmanship of an improvement in the Parkland Improvements that occurs before and during the Maintenance Period due to any cause; provided, however, that Developer shall not be responsible for any damage, defect or repair caused by the negligence or willful misconduct of the City. Developer shall, at the time of dedication or transfer to the City of the Additional 3 -Acres of Parkland, assign to the City, without further recourse against Developer, all warranties that Developer may have received with respect to the each Parkland Improvement. All transfers of Parkland Improvements to the City under this Agreement shall include transfers of associated warranties, bonds, and guarantees. Hillwood Parkland Improvement Agreement Page 4 1560.018\73697.5 B. For all Parkland Improvements, as a condition of the City's acceptance of dedication of the Additional 3 -Acres of Parkland, and to secure the Developer's warranty obligations during the Maintenance Period, the Developer shall provide a maintenance bond, letter of credit, cash escrow, or other form of security acceptable to the City in the amount of Twenty Five Percent (25%) of the total cost of constructing all of Parkland Improvements (the "Maintenance Security"). The Maintenance Security, if a bond, must be in a form approved for use in the City's Development Manual. The Parkland Improvements must meet the Standards and Plans at the end ofthe Maintenance Period in order for the City to release the Maintenance Security. VIII. LIABILITY AND INDEMNIFICATION A. DEVELOPER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE "INDEMNIFIED PARTIES"), AGAINST ALL COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, EXPENSES, AND COURT COSTS), LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS (CLAIMS), TO THE EXTENT ARISING, DIRECTLY OR INDIRECTLY, OUT OF (A) A BREACH OF THIS AGREEMENT OR VIOLATION OF LAW BY DEVELOPER, ITS PARTNERS, MANAGERS, OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUCCESSORS OR ASSIGNS, (THE "DEVELOPER PARTIES"); (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE DEVELOPER PARTIES IN THIS AGREEMENT OR IN A PARKLAND IMPROVEMENT DESCRIPTION; (C) THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE DEVELOPER PARTIES IN CONNECTION WITH THIS AGREEMENT. CLAIMS TO BE INDEMNIFIED UNDER THIS ARTICLE INCLUDE BUT ARE NOT LIMITED TO CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE DESTRUCTION OR LOSS OF USE OF PROPERTY, AND WORKERS' COMPENSATION CLAIMS. DEVELOPER'S OBLIGATIONS UNDER THIS ARTICLE ARE EXCUSED IN THE EVENT A CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE INDEMNIFIED PARTIES OR BREACH OF ANY OF SUCH PARTIES' OBLIGATIONS UNDER THIS AGREEMENT. B. City shall give Developer written notice of a Claim asserted against an Indemnified Party. Developer shall assume on behalf of the Indemnified Parties and conduct with due diligence and in good faith the defense of all Claims against the Indemnified Parties. The Indemnified Parties shall have the right (but not the obligation) to participate in the defense of any claim or litigation with attorneys of their own selection without relieving Developer of any obligations in this Agreement. In no event may Developer admit liability on the part of an Indemnified Party without the written consent of the City Council. C. Developer shall give notice of any Claim made against any of the Developer Parties, a Contractor, or a vendor, related to the Parkland Improvements, Developer shall provide written notice of such claim to the City Attorney within ten (10) calendar days of the date that Developer or any of its employees, agents, or representatives first have actual (not constructive) notice of the Claim. Notification from Developer shall include the names and addresses of the person, firm, corporation, or other entity making the Claim and, if known, the basis and alleged amount of the Claim. D. Maintenance of the insurance required under this Agreement shall not limit Developer's obligations under this Article. E. Developer shall require all its Contractors to indemnify City as provided in this Article. Hillwood Parkland Improvement Agreement Page 5 1560.01 8\73697.5 IX. INSURANCE; BONDS A. Developer shall require its Contractors to procure and maintain in full force and effect for the duration of this Agrcement insurance coverages in accordance with the insurance requirements as set forth in,f xhihit B to this Agreement, which is attached hereto and incorporated herein for all purposes as if set forth in full. B. Developer shall also require performance and payments bonds from its Contractors in the full amounts of its contract sum(s) for the Parkland Improvement(s). X. DEFAULT A. Events of Default. Events of Default under this Agreement are: 1) Developer's failure to design the Parkland Improvements as required to comply with the Standards and Plans; 2) Developer's failure to construct the Parkland Improvements as required to comply with the Standards and Plans or within the timeframe required by this Agreement; 3) Developer's failure to provide the City with a complete set of construction plans for each Parkland Improvement, certified "as built" by the engineer responsible for preparing the approved Plans and such failure continues for a period of 10 business days following issuance of such certified "as built" plans; 4) Developer's failure to comply with the warranty that the Parkland Improvements will comply with the Standards and Plans during the Maintenance Period, or failure to post and maintain the Maintenance Security as required by this Agreement; 5) Developer's failure to provide additional Construction Security within thirty (30) days after written notice and demand; 6) The acquisition of the Guy Tract by any creditor of Developer through foreclosure or an assignment or conveyance in lieu of foreclosure; and/or 7) Developer's failure to comply with any other material provision of this Agreement An Event of Default may be cured under Section XI.A. B. Notice of Default and Intent to Draw. The City shall provide written notice of default and intent to draw on the Construction Security or Maintenance Bond, as applicable, to Developer with a copy of the notice to any Surety, lender, or Trustee. The notice will identify the event of default and City may, in its sole discretion, provide an opportunity for Developer to cure the default Upon default, or if Developer fails to cure the default as expressly allowed by City, the City shall be entitled to draw the amount necessary to perform the Developer's obligations under this Agreement up to the total amount of Construction Security and/or Maintenance Bond, as applicable. The City may, at its option and discretion, accept substitute security instead of, or in addition to, drawing on the Construction Security and/or Maintenance Bond. C. Use of Construction Security and/or Maintenance Bond Hillwood Parkland Improvement Agreement Page 6 1560,01 8\73697,5 1) The City may use the Construction Security and/or Maintenance Bond for the purpose of completing the Parkland Improvements in accordance with the Standards and Plans or to correct, repair or reconstruct the Parkland Improvements to achieve compliance with the Standards and Plans. 2) The City may, at its option and in its discretion, complete some or all of the unfinished Parkland Improvements at the time of default, regardless of the extent to which development has taken place or whether development ever commenced, without incurring any obligation to complete any of the unfinished Parkland Improvements. 3) The City's draw on the Construction Security and/or Maintenance Bond and use of Construction Security and/or Maintenance Bond to complete, correct, repair, or reconstruct the Parkland Improvements is not an acceptance of the dedication of the Parkland Improvements. The acceptance of the Parkland Improvements is specifically and expressly conditioned on the delivery to the City of Parkland Improvements constructed to comply with the Standards and Plans or the express order of acceptance by the City Council. 4) Construction Security proceeds and/or Maintenance Bond proceeds obtained by the City pursuant to one or more draws shall be maintained by the City in an account or accounts until such funds, together with accrued interest thereon, if any, ("Escrowed Funds") are disbursed by the City. 5) The City shall disburse the Escrowed Funds as Public Improvements are completed, corrected, repaired or reconstructed by the City, or in accordance with the terms of a written construction contract between the City and a third party for the construction of the Public Improvements. 6) The City will release the Construction Security, and the Escrowed Funds, if any, within thirty (30) days following acceptance of all of the Parkland Improvements by the City if a Maintenance Bond for all of the Parkland Improvements has been provided by Developer. If a Maintenance Bond has not been provided within thirty (30) days following acceptance of the Parkland Improvements, the Construction Security, and the Escrowed Funds, if any, shall be reduced to an amount that is 25% of the total cost of the construction of the Parkland Improvements. 7) For all Parkland Improvements, upon the expiration of the Maintenance Period, if there are no existing defects in or failures of said Parkland Improvements the Developer is required to correct, repair or reconstruct, the City's designated engineer will recommend release of the Maintenance Bond and/or the remaining Construction Security and/or the remaining Escrowed Funds. The City will release the Maintenance Bond and/or the remaining Construction Security and/or remaining Escrowed Funds within thirty (30) days after the City's designated engineer's recommendation. 8) The Developer has no claim or rights under this Agreement to Construction Security proceeds, Maintenance Bond proceeds, or Escrowed Funds, to the extent used by the City. XI. TERMINATION A. If Developer fails to properly or timely fulfill its obligations under this Agreement, the City shall notify Developer party in writing of the Event of Default. Developer shall have thirty (30) calendar days from receipt of this notice in which to cure any such Event of Default. If the Event of Default cannot be Hillwood Parkland Improvement Agreement Page 7 1560.018\73697.5 reasonably cured within said thirty (30) day period, and Developer has diligently pursued such remedy as shall be reasonably necessary to cure the Event of Default , then the parties may (but are not required to) agree in writing to an extension of the period in which the Event of Default must be cured. B. If, however, Developer has not cured the Event of Default as specified in the written notice or any extension within the time provided, or if Developer dissolves, becomes inactive, voluntarily files for bankruptcy or take other actions to protect it from its creditors, then the City shall have the right to terminate this Agreement and/or to pursue any other remedy available to it under the law. Any termination shall be made by sending a written Notice of Termination to the Developer. This Notice of Termination shall be effective for all purposes when addressed to Developer at the address for notice provided in Article XIII(E) of this Agreement and deposited in the U.S. Mail, postage prepaid and mailed Certified Mail, Return Receipt Requested. C. On receipt of the Notice of Termination, Developer shall immediately stop performance of work under this Agreement (unless the Notice directs otherwise) and deliver all plans, specifications, warranties, guarantees, bonds, documents, reports, and other information accumulated in performing this Agreement (whether finished or in process) to City within ten (10) business days, or as otherwise stated in the Notice of Termination; provided, however the delivery of any such reports, etc. shall be on an "as is" basis and Developer shall have no obligation to cause such reports, etc. to be transferred to the City or PARD if a fee is to be incurred as a result of such transfer. Developer shall send written notice to the City if a report is not transferred because a fee will be incurred. Upon depositing the Notice of Termination with the U.S. Mail as specified above, the City is authorized to immediately assume possession and control of the Parkland Improvements (whether or not completed), and the plans and specifications, bonds, warranties, guaranties, and other rights relating to the Parkland Improvements. On termination, all parts and equipment and the Parkland Improvements (whether fully or partially constructed) shall become the property of the City and the City may take full possession thereof. D. At any time without prior notice for health and safety reasons, and at any other time with thirty (30) calendar days prior notice, the City may suspend the work or any portion of the work by written notice to Developer stating the date on which Developer shall resume the work. Developer shall resume the work on the date stated in the City's notice. Developer shall receive an extension of time to perform equal to the time work is suspended. E. Notwithstanding anything to the contrary in this Agreement, the obligations of Developer under Article VII of this Agreement pertaining to the required Maintenance Security shall survive termination and Developer shall continue to be obligated to obtain and maintain same in accordance with the terms of Section VII of this Agreement. XII. CONDITION OF PREMISES; DISCLAIMER OF WARRANTIES Neither the City nor any agent, employee, or representative of the City is authorized to make or has made any warranties or representations of any kind or character, expressed or implied, with respect to the physical condition of the Additional 3 -Acres of Parkland or any Parkland Improvement or its fitness or suitability for any particular use. XIII. MISCELLANEOUS PROVISIONS A. The recitals in this Agreement are true and correct and are incorporated herein by reference. B. This Agreement constitutes the entire agreement between the parties with respect to the Parkland Improvements. Any previous agreement, assertion, statement, understanding, or other commitment before Hillwood Parkland Improvement Agreement Page 8 1560.018\73697.5 the date of this contract, whether written or oral, shall have no force or effect. No agreement, assertion, statement, understanding, or other commitment during the term of this Agreement, or after the term of this Agreement, shall have any legal force or effect unless properly executed in writing by the parties. NO OFFICIAL, EMPLOYEE, OR AGENT OF THE CITY HAS ANY AUTHORITY, EITHER EXPRESS OR IMPLIED, TO AMEND, MODIFY, OR OTHERWISE CHANGE THIS AGREEMENT, EXCEPT PURSUANT TO SUCH EXPRESS AUTHORITY AS MAY BE GRANTED BY THE CITY COUNCIL. C. This Agreement is made, and shall be construed and interpreted under the laws of the State of Texas, and venue for any lawsuit concerning this Agreement shall be brought in the City of Georgetown, Williamson County, Texas. D. Regardless of the actual drafter of this Agreement, this Agreement shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and neither more strongly for or against any party. E. All official communications and notices required to be made under this Agreement shall be deemed made if sent postage prepaid to the parties at the addresses listed below: City: CITY OF GEORGETOWN 113 E 8th St Georgetown, Texas 78626 Attn: City Manager AFTER 1/1/2019: 808 Martin Luther King Street Georgetown, Texas 78726 Attn: City Manager or P.O. Box 409 Georgetown, Texas 78627 Attn: City Manager with required copy to: City Attorney City of Georgetown P.O. Box 409 Georgetown, Texas 78627 Parks and Recreation Director (PARD) City of Georgetown 1101 N College St, Georgetown TX 78627 Developer Hillwood Attn: Brian Carlock 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: bripn. cgrlock iIIw o�tn District Trey Lary Hillwood Parkland Improvement Agreement Page 9 156U18\73697,5 Allen Boone Humphries Robinson LLP 1108 Lavaca, Suite 510 Austin, Texas 78701 Email: tlaryPabhr.com F. The City and Developer, respectively, bind themselves, assigns and legal representatives to this Agreement. XIV. SEVERABILITY If the final judgment of a court of competent jurisdiction invalidates any part of this Agreement, then the remaining parts of this Agreement shall remain in full force and effect. XV. WAIVER If at any time the City, its successors or assigns, fails to enforce this Agreement, whether or not any violations of it are known, such failure shall not constitute a continuing waiver or estoppel of the right to enforce it. XVI. NO RECOURSE No recourse shall be had against any elected official, director, officer, attorney, agent, or employee of the City, whether in office on the Effective Date of this Agreement or after such date, for any claim based upon this Agreement. XVII. NO JOINT VENTURE, PARTNERSHIP, AGENCY This Agreement will not be construed in any form or manner to establish a partnership, joint venture or agency, express or implied, nor any employer-employee or borrowed servant relationship by and among the parties. XVIII. NO ASSIGNMENT No Party may assign this Agreement without the written consent of all of the other Party. Notwithstanding the preceding sentence, the Developer has the right, from time to time, to assign this Agreement, in whole or in party, and including any obligations, right, title, or interest of the Developer under this Agreement, to an affiliated entity (i.e., an entity that is controlled by or under common control with the Developer), or one or both of the Districts without City consent and in the form of assignment attached as Exhibit C to the First Amendment or other form of assignment acceptable to the City. A copy of the executed assignment must be provided to the City within 15 days after execution. In addition, Developer may assign maintenance responsibilities to an association under a property owners' association governing the Land without City consent and in the form of assignment attached as Exhibit C to the First Amendment or other form of assignment acceptable to the City. XIX. AUTHORITY TO EXECUTE Each Party warrants and represents to the other that the person signing this Agreement on its behalf is authorized to do so, that it has taken all action necessary to approve this Agreement, and that this Agreement is a lawful and binding obligation of the Party, except as may be limited by applicable Hillwood Parkland Improvement Agreement Page 10 1560.018\73697.5 bankruptcy, insolvency, or similar laws affecting creditor's rights, or with respect to City's governmental immunity under the Constitution and laws of the State of Texas. XX. AMENDMENTS IN WRITING This Agreement may be modified only by a writing properly executed by each of the Parties. Neither any representation or promise made after the execution of this Agreement, nor any modification or amendment of this Agreement, shall be binding on the Parties unless made in writing and properly executed by each of the Parties. EXECUTED AND MADE TO BE EFFECTIVE on the latest date accompanying the signatures ofthe authorized representatives of the Parties to this Agreement (the "Effective Date"). [EXECUTION PAGES TO FOLLOW] Hillwood Parkland Improvement Agreement Page 11 1560.018\73697.5 CITY: CITY OF GEORGETOWN, a home -rule municipal corporation By: Dale Ross, Mayor ATTEST: 13y: Sherry Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb City Attorney ACKNOWLEDGEMENT State of Texas County of Williamson This Parkland Improvements Agreement was acknowledged before me on , 201_ by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule municipality. 0 Hil (wood Parkland Improvement Agreement Page 12 Notary Public, State of Texas 1560.018\73697.5 DEVELOPER., By: Name: Title: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this (seal) Hillwood Parkland Improvement Agreement Page 13 H4 WR, L.P., a Texas Limited Partnership day of on behalf of said entity. Notary Public Signature 20_, by of 1560.018\73697.5 DEVELOPER: H4 Georgetown, L.P., a Texas Limited Partnership By: Name: Title: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of 20, by of a _ __ _ , on behalf of said entity. (seal) Notary Public Signature Hillwood Parkland Improvement Agreement Page 14 1560.018\73697.5 EXHIBIT A ARKLAND IMPROVEMENTS Hillwood Parkland Improvement Agreement Page 15 1560.018\73697 5 Parkland Improvements — Additional 3 -Acres of Parkland 1 Shade pavilion 2 Pla sca e for children 2-5 years of age 3 Playscape for children 5-12 years of age 4 Active areas for unorganized play or practice 5 Picnic area with benches, picnic tables, and cooking rills 6 Trash cans 7 Landscaping__ 8 Irrigation System NOTE: Total Construction Costs of the foregoing Parkland Improvements for the Additional 3 Acres of Parkland must be at least $250,000 supported by documentation submitted to and approved by the City's Representative Hillwood Parkland Improvement Agreement Page 15 1560.018\73697 5 EXHIBIT B INSURANCE REOUIREMENTS 1. CONTRACTOR shall purchase and maintain insurance in the types and amounts indicated below for the duration of the Agreement (unless a longer duration is specified), which shall include items owned by the City of Georgetown, Texas ("OWNER") in the care, custody and control of CONTRACTOR prior to and during the term of the Contract and all warranty periods. Failure to purchase and maintain the required insurance shall be grounds for Termination of the Agreement or Suspension of the Work by OWNER. Except for the Worker's Compensation policy, the other insurance policies required by the Agreement to be obtained by CONTRACTOR must state that OWNER, its officials, directors, employees, representatives, and volunteers are added as additional insureds with regard to operations and activities by or on behalf of the named insureds performed under contract with OWNER. The additional insured status must cover completed operations as well, and the policy covering completed work must remain in effect until the expiration of the statue of repose. 2. CONTRACTOR must complete and forward the required Certificates of Insurance to OWNER before the Agreement is executed as verification of coverage required below. CONTRACTOR shall not commence Work until the required insurance is obtained and until such insurance has been reviewed by OWNER. Approval of insurance by OWNER shall not relieve or decrease the liability of CONTRACTOR hereunder and shall not be construed to be a limitation of liability on the part of CONTRACTOR. CONTRACTOR must also complete and forward the required Certificates of Insurance to OWNER whenever a previously identified policy period has expired as verification of continuing coverage. 3. Contractor's insurance coverage is to be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of B+VII or better, except for hazardous material insurance which shall be written by companies with A.M. Best ratings of A- or better. 4. All endorsements naming the OWNER as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall indicate: City of Georgetown, 113E.8' Street, Georgetown, Texas 78626, ATTN: Contract Manager. 5. The "other" insurance clause shall not apply to the OWNER where the OWNER is an additional insured shown on any policy. It is agreed that the CONTRACTOR's insurance shall be considered primary with respect to any insurance or self insurance carried by OWNER. The CONTRACTOR'S insurance shall apply separately to each insured against whom a claim is made and/or lawsuits brought, except with respect to the limits of insurer's liability. 6. If insurance policies are not written for amounts specified below, CONTRACTOR shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. 7. OWNER shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. Hillwood Parkland Improvement Agreement Page 16 1560.0 1 8\73697,5 8. OWNER reserves the right to review the insurance requirements set forth during the effective period of this Agreement and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by OWNER based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as CONTRACTOR. 9. CONTRACTOR shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Agreement or as required in the Agreement. 10. CONTRACTOR shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. IL The policies must contain the following language: "This policy shall not be cancelled, materially changed, or not renewed until after thirty (30) days prior written notice has been given to OWNER." In addition, CONTRACTOR shall provide OWNER thirty (30) days written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicted within the Agreement. 12. If OWNER -owned property is being transported or stored off -Site by CONTRACTOR, then the appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect OWNER's property. 13. The insurance coverages required under this contract are required minimums and are not intended to limit the responsibility or liability of CONTRACTOR. 14. Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the Agreement, at the Subcontractor's own expense, to maintain during the term of the Agreement, the same stipulated minimum insurance including the required provisions and additional policy conditions as shown above. As an alternative, the CONTRACTOR may include its Subcontractors as additional insureds on its own coverage as prescribed under these requirements. The CONTRACTOR's certificate of insurance shall note in such event that the Subcontractors are included as additional insureds and that CONTRACTOR agrees to provide Workers' Compensation for the Subcontractors and their employees. The CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor in order to assure compliance with the insurance requirements. The CONTRACTOR must retain the certificates of insurance for the duration of the Agreement plus five (5) years and shall have the responsibility of enforcing these insurance requirements among its subcontractors. The OWNER shall be entitled, upon request and without expense, to receive copies of these certificates. B. Business Automobile Liability Insurance. Provide coverage for all owned, non -owned and hired vehicles in an amount not less than $1,000,000 combined single limit per accident for bodily injury and property damage. The policy shall contain the following endorsements in favor of OWNER: Waiver of Subrogation endorsement TE 2046A; 30 day Notice of Cancellation endorsement TE 0202A; and ■ Additional Insured endorsement TE 9901 B. • Provide coverage in the following types and amounts: Hillwood Parkland Improvement Agreement Page 17 1560.018\73697.5 • A minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. No aggregate shall be permitted for this type of coverage. Such insurance shall include coverage for loading and unloading hazards. C. Workers' Compensation and Employers' Liability Insurance. Coverage shall be consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401). CONTRACTOR shall assure compliance with this Statute by submitting two (2) copies of a standard certificate of coverage (e.g. ACCORD form) to Owner's Representative for every person providing services on the Project as acceptable proof of coverage. The required Certificate of Insurance must be presented as evidence of coverage for CONTRACTOR. Workers' Compensation Insurance coverage written by the Texas Workers Compensation Fund is acceptable to OWNER. CONTRACTOR's policy shall apply to the State of Texas and include these endorsements in favor of OWNER: • Waiver of Subrogation, form WC 420304; and • 30 day Notice of Cancellation, form WC 420601. The minimum policy limits for Employers' Liability Insurance coverage shall be the minimum amounts required to meet the statutory requirements of Texas Labor Code, Section 401.011(44), or the following, whichever is greater: ■ $1,000,000 bodily injury per accident, and • $1,000,000 bodily injury by disease policy limit; and ■ $1,000,000 bodily injury by disease each employee; and • $1,000,000 Employer's Liability. CONTRACTOR has the option to self -insure in accordance with applicable law and OWNER approval. D. Commercial General Liability Insurance. The Policy shall contain the following provisions (to the extent available): • Blanket contractual liability coverage for liability and indemnifications assumed under the Agreement and all contracts relative to this Project. • Completed Operations/Products Liability until the end the statute of repose period. • Explosion, Collapse and Underground (X, C & U) coverage. • Independent Contractor's coverage. ■ Aggregate limits of insurance per project, endorsement CG 2503. ■ OWNER listed as an additional insured, endorsement CG 2010. ■ 30 day notice of cancellation in favor of OWNER, endorsement CG 0205. Hillwood Parkland Improvement Agreement Page 18 1560,018\73697.5 ■ Waiver of Transfer of Recovery Against Others in favor of OWNER, endorsement CG 2404 fully insuring CONTRACTOR'S or Subcontractor's liability for bodily injury and property damages with a combined bodily injury (including death) and property damage minimum limit of: $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 products and completed operations aggregate Coverage shall be on an "occurrence" basis. E. Intentionally omitted. F. Umbrella Liability Insurance. The CONTRACTOR shall obtain, pay for, and maintain umbrella liability insurance during the contract term, insuring the CONTRACTOR (or subcontractor) for an amount not less than $1,000,000 that provides coverage at least as broad and applies in excess of and follows the form of the primary liability coverages required hereunder. The policy shall provide "drop down" coverage where underlying primary insurance coverages limits are insufficient or exhausted. PERFORMANCE AND PAYMENT BONDS A. General. 1. Bonds, when required by the Agreement or by Chapter 2253 of the Texas Government Code, shall be executed on forms furnished by or acceptable to OWNER. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. 2. If the surety on any bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of the preceding paragraph, CONTRACTOR shall within ten (l 0) days thereafter substitute another bond and surety, both of which must be acceptable to OWNER. 3. When Performance Bonds and/or Payment Bonds are required, each shall be issued in an amount of one hundred percent (100%) of the estimated construction cost of the Parkland Improvements as security for the faithful performance and/or payment of all CONTRACTOR's obligations under the Agreement. Performance Bonds and Payment Bonds shall be issued by a solvent surety company authorized to do business in the State of Texas, and shall meet any other requirements established by law or by OWNER pursuant to applicable law. Any surety duly authorized to do business in Texas may write Performance and Payment Bonds on a project without reinsurance to the limit of 10 percent of its capital and surplus. Such a surety must reinsure any obligations over 10 percent. Hillwood Parkland Improvement Agreement Page 19 1560.018173697,5 B. Performance Bond. If the estimated cost of constructing the Parkland Improvements exceeds $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER. The Performance Bond shall be effective for the term of the Agreement and through all warranty period(s). 2. If the estimated cost of constructing the Parkland Improvements exceeds $25,000 but is less than or equal to $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER, unless the original estimated time for completion of construction is 60 Calendar Days or less, in which case CONTRACTOR can agree to the following terms and conditions for payment in lieu of providing a Performance Bond: no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER; CONTRACTOR shall be entitled to receive 95% of the estimated cost of construction of the Parkland Improvements following Final Completion, and the remaining 5% of the Contract Amount following the one year warranty period. 3, If the estimated cost of constructing the Parkland Improvements is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Performance Bond. 4. If a Performance Bond is required to be furnished, it shall extend for the one year warranty period, or longer if the warranty periods are longer. C. Payment Bond. I . If the estimated cost of constructing the Parkland Improvements exceeds $25,000, CONTRACTOR shall furnish OWNER with a Payment Bond in the form set out by OWNER. 2. If the estimated cost of constructing the Parkland Improvements is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Payment Bond; provided that no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER. D. Power of Attorney. Each bond shall be accompanied by a valid Power of -Attorney (issued by the surety company and attached, signed and sealed with the corporate embossed seal, to the bond) authorizing the attorney in fact who signs the bond to commit the company to the terms of the bond, and stating any limit in the amount for which the attorney can issue a single bond. E. Bond Indemnification. The process of requiring and accepting bonds and making claims thereunder shall be conducted in compliance with Tex. Gov't Code, Chapter 2253. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORMANCE BOND IS NOT HONORED BY THE SURETY, THE CONTRACTOR SHALL FULLY INDEMNIFY AND HOLD THE OWNER HARMLESS OF AND FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS AS A RESULT. F. Furnishing Bond Information. OWNER shall furnish certified copies of the payment bond and the related Agreement to any qualified person seeking copies who complies with Tex. Gov't Code, §2253.026. G. Claims on Payment Bonds. Claims on payment bonds must be sent directly to the CONTRACTOR and his surety in accordance with Tex. Gov't Code § 2253.041. All Payment Bond claimants are cautioned that no lien exists on the funds unpaid to the CONTRACTOR on such Contract, and that reliance on notices sent to the OWNER may result in loss of their rights against the Hillwood Parkland Improvement Agreement Page 20 1560,018\73697.5 CONTRACTOR and/or his surety. The OWNER is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee. H. Payment Claims when Payment Bond not Required. The rights of Subcontractors regarding payment are governed by Tex. Prop. Code, §§53.231 — 53.239 when the estimated cost of constructing the Parkland Improvements is less than $25,000.00. These provisions set out the requirements for filing a valid lien on funds unpaid to the CONTRACTOR as of the time of filing the claim, actions necessary to release the lien and satisfaction of such claim. Minimum Standards for Sureties. Sureties shall be listed on the US Department of the Treasury's Listing Approved Sureties stating companies holding Certificates of Authority as acceptable sureties on Federal Bonds and acceptable reinsuring companies (Department Circular 570). Hillwood Parkland Improvement Agreement Page 21 1560.018\73697,5 W H F-1 AG r -i ow` d 57. Y � LL � c 1 / 1 a a no a f l7 I y c i y F• v0044 S i U 1 va0) to y 1 0 IY s 8 to C J 3 O p �— n. ' OU E U \� 1 d s � A d O L .8 1 � M LL �d 1 / t m H 11 v0044 S i L$ e ~ \ U 0 n. ' O J, .8 EXHIBIT G REQUIRED HOA PARK IMPROVEMENTS HOA Park Improvements 1 Shade pavilion 2 Playscape for children 2-5 years of age 3 Playscape for children 5-12 years of age 4 Active areas for unorganized play or practice Picnic area with benches, picnic tables, cooking grills and trash cans 5 6 Internal trails and sidewalks 7 Fitness stations 8 Tree swings Community Gardens 9 10 Landscape Enhancements NOTE: Total construction costs of the foregoing HOA Park Improvements must be at least $250,000 supported by documentation submitted to and approved by the City's Representative EXHIBIT E PARKLAND IMPROVEMENTS AGREEMENT PARKLAND IMPROVEMENTS AGREEMENT between THE CITY OF GEORGETOWN and H4 WR, LP And H4 Georgetown, LP This Parkland Improvements Agreement (the "Agreement") is entered on the Effective Date by and between the CITY OF GEORGETOWN, TEXAS, a Texas home -rule municipal corporation situated in Williamson County (the "City") and H4 WR, LP, a Texas limited partnership and H4 Georgetown, LP (each individually, and collectively, the "Developer"), each a "Party" and collectively the "Parties." WHEREAS, City, Developer, and Williamson County Municipal Utility District No. 28 or Williamson County Municipal Utility District No. 29 are parties to the First Amendment to Consent Agreement dated June 12, 2018 (the "First Amendment") which amends that certain Consent Agreement recorded as Document No. 2014095879 in the Official Records of Williamson County (as amended, the "Consent Agreement"); and WHEREAS, this Agreement is attached to the First Amendment as Exhibit E; and WHEREAS, this Agreement provides the specifications and processes for the construction and approval of the Parkland Improvements (defined herein) thereon; and NOW, THEREFORE, the parties, in consideration of the mutual covenants expressed herein, agree as follows: I. DEFINITIONS AND TERM A. Capitalized words used herein that are defined in the Consent Agreement shall have the same meanings when used in this Agreement, and the definitions of those terms are hereby incorporated herein by reference for all purposes as if set forth in full. B. The term of the Agreement begins on the Effective Date (defined below) and, unless terminated in accordance with other provisions of this Agreement, continues until the Parties' obligations hereunder are completed. The Parties agree to enter into a written release of this Agreement upon completion of the Parties' obligations hereunder if either party requests such a release. II. DESIGNATION OF REPRESENTATIVES A. The City designates the Director of the Parks and Recreation Department (the "PARD") as its authorized representative to act on the City's behalf with respect to this Agreement. B. Developer designates Duke Kerrigan and Brian Carlock as its authorized representatives to act on the Developer's behalf with respect to this Agreement. III. RESPONSIBILITIES OF DEVELOPER A. Developer shall, at no cost to the City, construct or cause to be constructed in the Additional 3 - Acres of Parkland all of those parkland improvements generally identified on the attached Exhibit A Hillwood Parkland Improvement Agreement Page 1 1560018\73697 5 (collectively, the "Parkland Improvements," and each a "Parkland Improvement") Developer shall Commence Construction, or cause Commencement of Construction to occur, of the Parkland Improvements on or before the deadlines for same set forth in Section 13(b)(6) of the Consent Agreement. The Parkland Improvements may be constructed either simultaneously with each other or successively, provided that Developer shall Complete Construction, or Cause Completion of Construction, of the Parkland Improvements on or before the deadlines for same set forth in Section 13(b)(6) of the Consent Agreement, B. At least ninety (90) calendar days prior to the Commencement of Construction deadline set forth in Section 13(b)(6) of the Consent Agreement, Developer shall submit to the City through the City's Planning Department a detailed description of each of the Parkland Improvements for review by the PARD (the "Parkland Improvements Description"). The Parkland Improvements Description shall include, for each Parkland Improvement, the following information: a detailed description, purpose, size, location, construction/installation schedule, plans, specifications, construction documents, construction access, and the estimated cost of constructing each Parkland Improvement as determined by a professional engineer. The Parkland Improvements Description shall also include a site plan that provides grading, landscaping, and irrigation information, at a minimum. The Developer shall cooperate with reasonable requests of the PARD for additional information. The Developer shall use only the City -approved Parkland Improvements Description, site plan, construction plans, and specifications for the Parkland Improvements (collectively, the "Plans") for construction of the Parkland Improvements. C. All work must be performed in compliance with the codes and standards of the City, including but not limited to the City's Code of Ordinances, Unified Development Code, Construction Specifications and Standards, Drainage Criteria Manual, Building Codes, Fire Codes, Inspection Guidelines, and Development Manual to the extent that same are applicable to the construction of the Parkland Improvements (collectively, the "Standards") and with the Plans. All work performed underthis Agreement by Developer and its contractors (the "Contractors") must also be free from design and construction defects at the time of completion. In addition, Developer shall follow all City ordinances and other rules and regulations regarding permits and approvals related to activities and construction of the Parkland Improvements, as well as those of any other governmental entity having jurisdiction. D. Construction shall not commence on a Parkland Improvement until PARD has issued a written "Notice to Proceed" for Parkland Improvement(s) for which the City, in its regulatory capacity, has approved Plans. A Notice to Proceed shall be issued within three calendar days after PARD has approved the Plans. If requested by the PARD, the Developer shall attend a pre -construction meeting. E. Subject to force majeure events and delays caused by governmental authorities, Developer shall diligently prosecute completion of the Parkland Improvements and coordinate all construction activity with designated PARD staff following issuance of the Notice to Proceed. F. Upon completion of each Parkland Improvement, Developer shall request inspection by e-mail and/or phone, plus deliver to the PARD written notice that construction of such Parkland Improvement has been completed and is ready for a final inspection; the Developer may combine requests for inspections of Parkland Improvements. The Developer shall promptly respond to the City's inspection(s) results, including correcting any deficiencies identified by the PARD and/or City engineer. The Developer shall seek to correct any deficiencies within ten (10) calendar days and inform the PARD in writing that the correction will require longer period to correct, if it requires reordering parts to a specific Parkland Improvement. This process will repeat until the City finds the Parkland Improvements are in conformance with the approved Plans. G. Following the inspection process outlined above and prior to the City's acceptance of the Parkland Improvements and the Plans, the Developer must submit in writing to the City that the Maintenance Security Hillwood Parkland Improvement Agreement Page 2 1560.018\73697,5 required by Article VII of this Agreement is in place and submit a set of construction plans for the Plans certified as "as -built" by the engineer responsible for preparing the Plans (collectively, the "Completion Notice"). The Completion Notice shall be submitted to the City not more than thirty (30) days following the City's communication to the Developer that the Parkland improvements are in conformance with the approved Plans. The Developer shall promptly revise or add to the Completion Notice based upon the review of the PARD and/or City engineer. H. Not later than the date that is thirty (30) days after the last to occur of the following events: (i) the City's acceptance of the last of the Parkland Improvements required to be constructed in the Additional 3 - Acres of Parkland under this Agreement and the Consent Agreement, (ii) the City's acceptance of the Trailhead Parking Lot (as that term is defined in the Consent Agreement), or (iii) the City's acceptance of the Completion Notice (defined below) by the PARD, the Developer shall dedicate (if by plat) or transfer (if by separate instrument) the Additional 3 -acres of Parkland (and the associated Trailhead Parking Lot) to the City, subject to Developer's maintenance obligations as provided in Section VII of this Agreement and to the City's approval of the title commitment and form of deed (if transferred to the City via separate instrument), after which the City will assume ownership of the completed Additional 3 -Acres of Parkland (and the associated Trailhead Parking Lot), subject to Developer's maintenance obligations as provided in Section VII of this Agreement and to the City's approval of the title commitment and form of deed (if transferred to the City via separate instrument). I. Developer and its Contractors and other agents shall perform the obligations under this Agreement as independent contractors. IV. RESPONSIBILITIES OF THE CITY A. City and PARD staff shall use good faith efforts to assist Developer in securing all permits and performing inspections necessary to construct the Parkland Improvements. Developer and its Contractors shall coordinate with City staff to provide any information in the possession or control of Developer or its Contractors that is necessary or will facilitate applications for permits and approvals. B. Following submittal of the Plans by the Developer to the City through the Planning Department, the City shall acknowledge receipt of the Plans and provide the Developer with the results of its Completeness Check within ten (10) calendar days. Within thirty (30) calendar days of receipt of the Plans, City shall respond to Developer by either approving the Plans or conditionally approving the Plans subject to additional requirements or alterations mutually acceptable to Developer and PARD. Failure of the PARD to respond to the submittal of the Plans within the 30 -day period shall not be deemed to be acceptance of same by the PARD or the City. The City's review of the Plans shall repeat until it approves the Plans. The PARD may request a pre -construction meeting to which the Developer shall attend. C. The City shall have the right to inspect each Parkland Improvement during and at the completion of construction; provided, however, that the City shall provide twenty-four hours advance notice to Developer before coming on site during active construction to allow Developer to take appropriate site safety precautions. It will be the City's intent to provide next business day inspections following the Developer's request for inspections as defined in Section III of this Agreement; however, no advance notice will be required prior to an inspection that is in response to the Developer's request for an inspection or to address an emergency. D. The City will notify the Developer if an inspection reveals that any portion of a Parkland Improvement is not constructed in substantial accordance with the Plans or the Standards. However, the City is not responsible for the construction of the Parkland Improvements, the quality of the material, or Hillwood Parkland Improvement Agreement Page 3 1560,018\73697,5 the construction methods utilized. In addition, the City is not responsible for making continuous on-site inspections of the construction work and the City has no privity with or responsibility for Developer's Contractors or any subcontractors during construction; provided, however, that privity may subsequently exist after construction with the assignments of warranties to the City. E. Within fourteen (14) calendar days of receipt of the Completion Notice, the City shall respond to the Developer by either submitting a list of items still requiring completion or modification, requesting additional information, or by accepting the Completion Notice. Final approval of the Plans, including all Parkland Improvements, shall be evidenced by a letter of approval from PARD, but shall not be valid unless and until the Maintenance Security required by Article VII of this Agreement is in place. Failure to respond to a Completion Notice within the 14 -day period shall be not deemed approval by the PARD or the City. V. MUTUAL RESPONSIBILITIES The Parties agree to cooperate in efforts which may benefit or otherwise impact any Parkland Improvement(s) falling within the terms of this Agreement. VI. CONSTRUCTION COSTS AND SECURITY A. Developer shall be solely responsible for all costs of design and construction of the Parkland Improvements. Any increases in the actual costs of the design and construction of the Parkland Improvements, including cost increases, change orders and overruns shall be borne by Developer. Costs include, but are not limited to, landscaping costs, labor costs, site restoration and re -vegetation costs, materials costs, engineering costs, utility connection fees, permits, and inspection fees, if imposed by the City, incurred in the design and construction of the Parkland Improvements. B. To secure the Developer's obligations to design and construct the Parkland Improvements, Developer shall provide a financial guarantee of performance in the amount of One Hundred Twenty Five Percent (125%) of the total estimated cost of constructing the Parkland Improvements (the "Construction Security"), as determined by a professional engineer and approved by the City's designated engineer. The Construction Security may be a Letter of Credit, Trust Agreement or Performance Bond in a form approved for use in the City's Development Manual. If at any time the City's designated engineer determines, in his or her opinion and at his or her discretion, the cost of constructing the Parkland Improvements may exceed the Construction Security, within thirty (30) days after notice and demand, the Developer shall provide additional Construction Security in an amount equal to the additional estimated cost. VII. WARRANTIES AND MAINTENANCE A. Developer hereby warrants that each Parkland Improvement will be free from defects for a period of one (1) year from the date the City accepts the construction of said Parkland Improvements (the "Maintenance Period"). The Developer shall correct and repair, or cause to be corrected and repaired, any defects in materials or workmanship of an improvement in the Parkland Improvements that occurs before and during the Maintenance Period due to any cause; provided, however, that Developer shall not be responsible for any damage, defect or repair caused by the negligence or willful misconduct of the City. Developer shall, at the time of dedication or transfer to the City of the Additional 3 -Acres of Parkland, assign to the City, without further recourse against Developer, all warranties that Developer may have received with respect to the each Parkland Improvement. All transfers of Parkland Improvements to the City under this Agreement shall include transfers of associated warranties, bonds, and guarantees. Hillwood Parkland Improvement Agreement Page 4 1560.018\73697.5 B. For all Parkland Improvements, as a condition of the City's acceptance of dedication of the Additional 3 -Acres of Parkland, and to secure the Developer's warranty obligations during the Maintenance Period, the Developer shall provide a maintenance bond, letter of credit, cash escrow, or other form of security acceptable to the City in the amount of Twenty Five Percent (25%) of the total cost of constructing al l of Parkland Improvements (the "Maintenance Security"). The Maintenance Security, if a bond, must be in a form approved for use in the City's Development Manual. The Parkland Improvements must meet the Standards and Plans at the end of the Maintenance Period in order for the City to release the Maintenance Security. VIII. LIABILITY AND INDEMNIFICATION A. DEVELOPER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE "INDEMNIFIED PARTIES"), AGAINST ALL COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, EXPENSES, AND COURT COSTS), LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS (CLAIMS), TO THE EXTENT ARISING, DIRECTLY OR INDIRECTLY, OUT OF (A) A BREACH OF THIS AGREEMENT OR VIOLATION OF LAW BY DEVELOPER, ITS PARTNERS, MANAGERS, OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUCCESSORS OR ASSIGNS, (THE "DEVELOPER PARTIES"); (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE DEVELOPER PARTIES IN THIS AGREEMENT OR IN A PARKLAND IMPROVEMENT DESCRIPTION; (C) THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE DEVELOPER PARTIES IN CONNECTION WITH THIS AGREEMENT. CLAIMS TO BE INDEMNIFIED UNDER THIS ARTICLE INCLUDE BUT ARE NOT LIMITED TO CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE DESTRUCTION OR LOSS OF USE OF PROPERTY, AND WORKERS' COMPENSATION CLAIMS. DEVELOPER'S OBLIGATIONS UNDER THIS ARTICLE ARE EXCUSED IN THE EVENT A CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE INDEMNIFIED PARTIES OR BREACH OF ANY OF SUCH PARTIES' OBLIGATIONS UNDER THIS AGREEMENT. B. City shall give Developer written notice of a Claim asserted against an Indemnified Party. Developer shall assume on behalf of the Indemnified Parties and conduct with due diligence and in good faith the defense of all Claims against the Indemnified Parties. The Indemnified Parties shall have the right (but not the obligation) to participate in the defense of any claim or litigation with attorneys of their own selection without relieving Developer of any obligations in this Agreement. In no event may Developer admit liability on the part of an Indemnified Party without the written consent of the City Council. C. Developer shall give notice of any Claim made against any of the Developer Parties, a Contractor, or a vendor, related to the Parkland Improvements, Developer shall provide written notice of such claim to the City Attorney within ten (10) calendar days of the date that Developer or any of its employees, agents, or representatives first have actual (not constructive) notice of the Claim. Notification from Developer shall include the names and addresses of the person, firm, corporation, or other entity making the Claim and, if known, the basis and alleged amount of the Claim. D. Maintenance of the insurance required under this Agreement shall not limit Developer's obligations under this Article. E. Developer shall require all its Contractors to indemnify City as provided in this Article. Hillwood Parkland Improvement Agreement Page 5 1560.01 8\73697.5 IX. INSURANCE; BONDS A. Developer shall require its Contractors to procure and maintain in full force and effect for the duration of this Agreement insurance coverages in accordance with the insurance requirements as set forth in Exhibit B to this Agreement, which is attached hereto and incorporated herein for all purposes as if set forth in full. B. Developer shall also require performance and payments bonds from its Contractors in the full amounts of its contract sum(s) for the Parkland Improvement(s). X.DEFAULT A. Events of Default. Events of Default under this Agreement are: 1) Developer's failure to design the Parkland Improvements as required to comply with the Standards and Plans; 2) Developer's failure to construct the Parkland Improvements as required to comply with the Standards and Plans or within the timeframe required by this Agreement; 3) Developer's failure to provide the City with a complete set of construction plans for each Parkland Improvement, certified "as built" by the engineer responsible for preparing the approved Plans and such failure continues for a period of 10 business days following issuance of such certified "as built" plans; 4) Developer's failure to comply with the warranty that the Parkland Improvements will comply with the Standards and Plans during the Maintenance Period, or failure to post and maintain the Maintenance Security as required by this Agreement; 5) Developer's failure to provide additional Construction Security within thirty (30) days after written notice and demand; 6) The acquisition of the Guy Tract by any creditor of Developer through foreclosure or an assignment or conveyance in lieu of foreclosure; and/or 7) Developer's failure to comply with any other material provision of this Agreement An Event of Default may be cured under Section XI.A. B. Notice of Default and Intent to Draw. The City shall provide written notice of default and intent -to draw on the Construction Security or Maintenance Bond, as applicable, to Developer with a copy of the notice to any Surety, lender, or Trustee. The notice will identify the event of default and City may, in its sole discretion, provide an opportunity for Developer to cure the default Upon default, or if Developer fails to cure the default as expressly allowed by City, the City shall be entitled to draw the amount necessary to perform the Developer's obligations under this Agreement up to the total amount of Construction Security and/or Maintenance Bond, as applicable. The City may, at its option and discretion, accept substitute security instead of, or in addition to, drawing on the Construction Security and/or Maintenance Bond. C. Use of Construction Security and/or Maintenance Bond Hillwood Parkland Improvement Agreement Page 6 1560,019\73697,5 1) The City may use the Construction Security and/or Maintenance Bond for the purpose of completing the Parkland Improvements in accordance with the Standards and Plans or to correct, repair or reconstruct the Parkland Improvements to achieve compliance with the Standards and Plans. 2) The City may, at its option and in its discretion, complete some or all of the unfinished Parkland Improvements at the time of default, regardless of the extent to which development has taken place or whether development ever commenced, without incurring any obligation to complete any of the unfinished Parkland Improvements. 3) The City's draw on the Construction Security and/or Maintenance Bond and use of Construction Security and/or Maintenance Bond to complete, correct, repair, or reconstruct the Parkland Improvements is not an acceptance of the dedication of the Parkland Improvements. The acceptance of the Parkland Improvements is specifically and expressly conditioned on the delivery to the City of Parkland Improvements constructed to comply with the Standards and Plans or the express order of acceptance by the City Council. 4) Construction Security proceeds and/or Maintenance Bond proceeds obtained by the City pursuant to one or more draws shall be maintained by the City in an account or accounts until such funds, together with accrued interest thereon, if any, ("Escrowed Funds") are disbursed by the City. 5) The City shall disburse the Escrowed Funds as Public Improvements are completed, corrected, repaired or reconstructed by the City, or in accordance with the terms of a written construction contract between the City and a third party for the construction of the Public Improvements. 6) The City will release the Construction Security, and the Escrowed Funds, if any, within thirty (30) days following acceptance of all of the Parkland Improvements by the City if a Maintenance Bond for all of the Parkland Improvements has been provided by Developer. If a Maintenance Bond has not been provided within thirty (30) days following acceptance of the Parkland Improvements, the Construction Security, and the Escrowed Funds, if any, shall be reduced to an amount that is 25% of the total cost of the construction of the Parkland Improvements. 7) For all Parkland Improvements, upon the expiration of the Maintenance Period, if there are no existing defects in or failures of said Parkland Improvements the Developer is required to correct, repair or reconstruct, the City's designated engineer will recommend release of the Maintenance Bond and/or the remaining Construction Security and/or the remaining Escrowed Funds. The City will release the Maintenance Bond and/or the remaining Construction Security and/or remaining Escrowed Funds within thirty (30) days after the City's designated engineer's recommendation. 8) The Developer has no claim or rights under this Agreement to Construction Security proceeds, Maintenance Bond proceeds, or Escrowed Funds, to the extent used by the City. XI. TERMINATION A. If Developer fails to properly or timely fulfill its obligations under this Agreement, the City shall notify Developer party in writing of the Event of Default. Developer shall have thirty (30) calendar days from receipt of this notice in which to cure any such Event of Default. If the Event of Default cannot be Hillwood Parkland Improvement Agreement Page 7 1560.018\73697, 5 reasonably cured within said thirty (30) day period, and Developer has diligently pursued such remedy as shall be reasonably necessary to cure the Event of Default , then the parties may (but are not required to) agree in writing to an extension of the period in which the Event of Default must be cured. B. If, however, Developer has not cured the Event of Default as specified in the written notice or any extension within the time provided, or if Developer dissolves, becomes inactive, voluntarily files for bankruptcy or take other actions to protect it from its creditors, then the City shall have the right to terminate this Agreement and/or to pursue any other remedy available to it under the law. Any termination shall be made by sending a written Notice of Termination to the Developer. This Notice of Termination shall be effective for all purposes when addressed to Developer at the address for notice provided in Article XIII(E) of this Agreement and deposited in the U.S. Mail, postage prepaid and mailed Certified Mail, Return Receipt Requested. C. On receipt of the Notice of Termination, Developer shall immediately stop performance of work under this Agreement (unless the Notice directs otherwise) and deliver all plans, specifications, warranties, guarantees, bonds, documents, reports, and other information accumulated in performing this Agreement (whether finished or in process) to City within ten (10) business days, or as otherwise stated in the Notice of Termination; provided, however the delivery of any such reports, etc. shall be on an "as is" basis and Developer shall have no obligation to cause such reports, etc. to be transferred to the City or PARD if a fee is to be incurred as a result of such transfer. Developer shall send written notice to the City if a report is not transferred because a fee will be incurred. Upon depositing the Notice of Termination with the U.S. Mail as specified above, the City is authorized to immediately assume possession and control of the Parkland Improvements (whether or not completed), and the plans and specifications, bonds, warranties, guaranties, and other rights relating to the Parkland Improvements. On termination, all parts and equipment and the Parkland Improvements (whether fully or partially constructed) shall become the property of the City and the City may take full possession thereof. D. At any time without prior notice for health and safety reasons, and at any other time with thirty (30) calendar days prior notice, the City may suspend the work or any portion of the work by written notice to Developer stating the date on which Developer shall resume the work. Developer shall resume the work on the date stated in the City's notice. Developer shall receive an extension of time to perform equal to the time work is suspended. E. Notwithstanding anything to the contrary in this Agreement, the obligations of Developer under Article VII of this Agreement pertaining to the required Maintenance Security shall survive termination and Developer shall continue to be obligated to obtain and maintain same in accordance with the terms of Section VII of this Agreement. XII. CONDITION OF PREMISES; DISCLAIMER OF WARRANTIES Neither the City nor any agent, employee, or representative of the City is authorized to make or has made any warranties or representations of any kind or character, expressed or implied, with respect to the physical condition of the Additional 3 -Acres of Parkland or any Parkland Improvement or its fitness or suitability for any particular use. XIII. MISCELLANEOUS PROVISIONS A. The recitals in this Agreement are true and correct and are incorporated herein by reference. B. This Agreement constitutes the entire agreement between the parties with respect to the Parkland Improvements. Any previous agreement, assertion, statement, understanding, or other commitment before Hillwood Parkland Improvement Agreement Page 8 1560,0 1 8\73697,5 the date of this contract, whether written or oral, shall have no force or effect. No agreement, assertion, statement, understanding, or other commitment during the term of this Agreement, or after the term of this Agreement, shall have any legal force or effect unless properly executed in writing by the parties. NO OFFICIAL, EMPLOYEE, OR AGENT OF THE CITY HAS ANY AUTHORITY, EITHER EXPRESS OR IMPLIED, TO AMEND, MODIFY, OR OTHERWISE CHANGE THIS AGREEMENT, EXCEPT PURSUANT TO SUCH EXPRESS AUTHORITY AS MAY BE GRANTED BY THE CITY COUNCIL. C. This Agreement is made, and shall be construed and interpreted under the laws of the State of Texas, and venue for any lawsuit concerning this Agreement shall be brought in the City of Georgetown, Williamson County, Texas. D. Regardless of the actual drafter of this Agreement, this Agreement shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and neither more strongly for or against any party. E. All official communications and notices required to be made under this Agreement shall be deemed made if sent postage prepaid to the parties at the addresses listed below: City: CITY OF GEORGETOWN 113 E 8th St Georgetown, Texas 78626 Attn: City Manager AFTER 1/1/2019: 808 Martin Luther King Street Georgetown, Texas 78726 Attn: City Manager or P.O. Box 409 Georgetown, Texas 78627 Attn: City Manager with required copy to: City Attorney City of Georgetown P.O. Box 409 Georgetown, Texas 78627 Parks and Recreation Director (PARD) City of Georgetown 1101 N College St, Georgetown TX 78627 Developer Hillwood Attn: Brian Carlock 3000 Turtle Creek Blvd. Dallas, Texas 75219 Email: brian.carlock@hiliw�nd cnm District Trey Lary Hillwood Parkland Improvement Agreement Page 9 1560018\73697.5 Allen Boone Humphries Robinson LLP 1108 Lavaca, Suite 510 Austin, Texas 78701 Email: [lar rr ahhr.com F. The City and Developer, respectively, bind themselves, assigns and legal representatives to this Agreement. XIV. SEVERABILITY If the final judgment of a court of competent jurisdiction invalidates any part of this Agreement, then the remaining parts of this Agreement shall remain in full force and effect. XV. WAIVER If at any time the City, its successors or assigns, fails to enforce this Agreement, whether or not any violations of it are known, such failure shall not constitute a continuing waiver or estoppel of the right to enforce it. XVI. NO RECOURSE No recourse shall be had against any elected official, director, officer, attorney, agent, or employee of the City, whether in office on the Effective Date of this Agreement or after such date, for any claim based upon this Agreement. XVII. NO JOINT VENTURE, PARTNERSHIP, AGENCY This Agreement will not be construed in any form or mannerto establish a partnership, joint venture or agency, express or implied, nor any employer-employee or borrowed servant relationship by and among the parties. XVIII. NO ASSIGNMENT No Party may assign this Agreement without the written consent of all of the other Party. Notwithstanding the preceding sentence, the Developer has the right, from time to time, to assign this Agreement, in whole or in party, and including any obligations, right, title, or interest of the Developer under this Agreement, to an affiliated entity (i.e., an entity that is controlled by or under common control with the Developer), or one or both of the Districts without City consent and in the form of assignment attached as Exhibit C to the First Amendment or other form of assignment acceptable to the City. A copy of the executed assignment must be provided to the City within 15 days after execution. In addition, Developer may assign maintenance responsibilities to an association under a property owners' association governing the Land without City consent and in the form of assignment attached as Exhibit C to the First Amendment or other form of assignment acceptable to the City. XIX. AUTHORITY TO EXECUTE Each Party warrants and represents to the other that the person signing this Agreement on its behalf is authorized to do so, that it has taken all action necessary to approve this Agreement, and that this Agreement is a lawful and binding obligation of the Party, except as may be limited by applicable Hillwood Parkland Improvement Agreement Page 10 1560.018\73697.5 bankruptcy, insolvency, or similar laws affecting creditor's rights, or with respect to City's governmental immunity under the Constitution and laws of the State of Texas. XX. AMENDMENTS IN WRITING This Agreement may be modified only by a writing properly executed by each of the Parties. Neither any representation or promise made after the execution of this Agreement, nor any modification or amendment of this Agreement, shall be binding on the Parties unless made in writing and properly executed by each of the Parties. EXECUTED AND MADE TO BE EFFECTIVE on the latest date accompanying the signatures ofthe authorized representatives of the Parties to this Agreement (the "Effective Date"). [EXECUTION PAGES TO FOLLOW] Hillwood Parkland Improvement Agreement Page 11 1560.018\73697.5 CITY: CITY OF GEORGETOWN, a home -rule municipal corporation By:_... - Dale Ross, Mayor ATTEST: By: Sherry Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb City Attorney ACKNOWLEDGEMENT State of Texas County of Williamson This Parkland Improvements Agreement was acknowledged before me on 201_ by Dale Ross, Mayor of the City of Georgetown, Texas, a home -rule municipality. In Hillwood Parkland Improvement Agreement Page 12 Notary Public, State of Texas 1560.018\73697.5 DEVELOPER: By: Name: Title: THE STATE OF § COUNTY OF _ § This instrument was acknowledged before me on this az (seal) Hillwood Parkland Improvement Agreement Page 13 H4 WR, L.P., a Texas Limited Partnership day of ...................... 20, by of on behalf of said entity. Notary Public Signature 1560.018\73697.5 DEVELOPER: H4 Georgetown, L.P., a Texas Limited Partnership By: _ ... Name: Title: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this (seal) Hillwood Parkland Improvement Agreement Page 14 day of 20, by _ of on behalf of said entity. Notary Public Signature 1560.018\73697.5 EXHIBIT A PARKLAND IMPROVEMENTS Hillwood Parkland Improvement Agreement Page 15 1560,018\73697.5 Parkland Improvements — Additional 3 -Acres of Parkland 1 Shade pavilion 2 Pla sca e for children 2-5 years of age 3 Playscape for children 5-12 years of age 4 Active areas for unorganized play or practice 5 Picnic area with benches, picnic tables, and cooking rills 6 Trash cans 7 Landscaping 8 Irrigation System NOTE: Total Construction Costs of the foregoing Parkland Improvements for the Additional 3 Acres of Parkland must be at least $250,000 supported by documentation submitted to and approved by the City's Representative Hillwood Parkland Improvement Agreement Page 15 1560,018\73697.5 EXHIBIT B INSURANCE REQUIREMENTS CONTRACTOR shall purchase and maintain insurance in the types and amounts indicated below for the duration of the Agreement (unless a longer duration is specified), which shall include items owned by the City of Georgetown, Texas ("OWNER") in the care, custody and control of CONTRACTOR prior to and during the term of the Contract and all warranty periods. Failure to purchase and maintain the required insurance shall be grounds for Termination of the Agreement or Suspension of the Work by OWNER. Except for the Worker's Compensation policy, the other insurance policies required by the Agreement to be obtained by CONTRACTOR must state that OWNER, its officials, directors, employees, representatives, and volunteers are added as additional insureds with regard to operations and activities by or on behalf of the named insureds performed under contract with OWNER. The additional insured status must cover completed operations as well, and the policy covering completed work must remain in effect until the expiration of the statue of repose. 2. CONTRACTOR must complete and forward the required Certificates of Insurance to OWNER before the Agreement is executed as verification of coverage required below. CONTRACTOR shall not commence Work until the required insurance is obtained and until such insurance has been reviewed by OWNER. Approval of insurance by OWNER shall not relieve or decrease the liability of CONTRACTOR hereunder and shall not be construed to be a limitation of liability on the part of CONTRACTOR. CONTRACTOR must also complete and forward the required Certificates of Insurance to OWNER whenever a previously identified policy period has expired as verification of continuing coverage. 3. Contractor's insurance coverage is to be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of B+VII or better, except for hazardous material insurance which shall be written by companies with A.M. Best ratings of A- or better. 4. All endorsements naming the OWNER as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall indicate: City of Georgetown, 113 E. 8' Street, Georgetown, Texas 78626, ATTN: Contract Manager. 5. The "other" insurance clause shall not apply to the OWNER where the OWNER is an additional insured shown on any policy. It is agreed that the CONTRACTOR's insurance shall be considered primary with respect to any insurance or self insurance carried by OWNER. The CONTRACTOR'S insurance shall apply separately to each insured against whom a claim is made and/or lawsuits brought, except with respect to the limits of insurer's liability. 6. If insurance policies are not written for amounts specified below, CONTRACTOR shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. 7. OWNER shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. Hillwood Parkland Improvement Agreement Page 16 t 560.018\73697.5 8. OWNER reserves the right to review the insurance requirements set forth during the effective period of this Agreement and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by OWNER based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as CONTRACTOR. 9. CONTRACTOR shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Agreement or as required in the Agreement. 10. CONTRACTOR shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. H. The policies must contain the following language: "This policy shall not be cancelled, materially changed, or not renewed until after thirty (30) days prior written notice has been given to OWNER." In addition, CONTRACTOR shall provide OWNER thirty (30) days written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicted within the Agreement. 12. If OWNER -owned property is being transported or stored off -Site by CONTRACTOR, then the appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect OWNER's property. 13. The insurance coverages required under this contract are required minimums and are not intended to limit the responsibility or liability of CONTRACTOR. 14. Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the Agreement, at the Subcontractor's own expense, to maintain during the term of the Agreement, the same stipulated minimum insurance including the required provisions and additional policy conditions as shown above. As an alternative, the CONTRACTOR may include its Subcontractors as additional insureds on its own coverage as prescribed under these requirements. The CONTRACTOR's certificate of insurance shall note in such event that the Subcontractors are included as additional insureds and that CONTRACTOR agrees to provide Workers' Compensation for the Subcontractors and their employees. The CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor in order to assure compliance with the insurance requirements. The CONTRACTOR must retain the certificates of insurance for the duration of the Agreement plus five (5) years and shall have the responsibility of enforcing these insurance requirements among its subcontractors. The OWNER shall be entitled, upon request and without expense, to receive copies of these certificates. B. Business Automobile Liability Insurance. Provide coverage for all owned, non -owned and hired vehicles in an amount not less than $1,000,000 combined single limit per accident for bodily injury and property damage. The policy shall contain the following endorsements in favor of OWNER: • Waiver of Subrogation endorsement TE 2046A; ■ 30 day Notice of Cancellation endorsement TE 0202A; and • Additional Insured endorsement TE 9901 B. ■ Provide coverage in the following types and amounts: Hillwood Parkland Improvement Agreement Page 17 1560.018\73697.5 • A minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. No aggregate shall be permitted for this type of coverage. Such insurance shall include coverage for loading and unloading hazards. C. Workers' Compensation and Employers' Liability insurance. Coverage shall be consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401). CONTRACTOR shall assure compliance with this Statute by submitting two (2) copies of a standard certificate of coverage (e.g. ACCORD form) to Owner's Representative for every person providing services on the Project as acceptable proof of coverage. The required Certificate of Insurance must be presented as evidence of coverage for CONTRACTOR. Workers' Compensation Insurance coverage written by the Texas Workers Compensation Fund is acceptable to OWNER. CONTRACTOR's policy shall apply to the State of Texas and include these endorsements in favor of OWNER: ■ Waiver of Subrogation, form WC 420304; and • 30 day Notice of Cancellation, form WC 420601. The minimum policy limits for Employers' Liability Insurance coverage shall be the minimum amounts required to meet the statutory requirements of Texas Labor Code, Section 401.011(44), or the following, whichever is greater: • $1,000,000 bodily injury per accident, and • $1,000,000 bodily injury by disease policy limit; and • $1,000,000 bodily injury by disease each employee; and • $1,000,000 Employer's Liability. CONTRACTOR has the option to self -insure in accordance with applicable law and OWNER approval. D. Commercial General Liability Insurance. The Policy shall contain the following provisions (to the extent available): • Blanket contractual liability coverage for liability and indemnifications assumed under the Agreement and all contracts relative to this Project. • Completed Operations/Products Liability until the end the statute of repose period. • Explosion, Collapse and Underground (X, C & U) coverage. • Independent Contractor's coverage. • Aggregate limits of insurance per project, endorsement CG 2503. ■ OWNER listed as an additional insured, endorsement CG 2010. ■ 30 day notice of cancellation in favor of OWNER, endorsement CG 0205. Hillwood Parkland Improvement Agreement Page 18 1560,018\73697.5 • Waiver of Transfer of Recovery Against Others in favor of OWNER, endorsement CG 2404 fully insuring CONTRACTOR'S or Subcontractor's liability for bodily injury and property damages with a combined bodily injury (including death) and property damage minimum limit of: $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 products and completed operations aggregate Coverage shall be on an "occurrence" basis. E. Intentionally omitted. F. Umbrella Liability Insurance. The CONTRACTOR shall obtain, pay for, and maintain umbrella liability insurance during the contract term, insuring the CONTRACTOR (or subcontractor) for an amount not less than $1,000,000 that provides coverage at least as broad and applies in excess of and follows the form of the primary liability coverages required hereunder. The policy shall provide "drop down" coverage where underlying primary insurance coverages limits are insufficient or exhausted. PERFORMANCE AND PAYMENT BONDS A. General. 1. Bonds, when required by the Agreement or by Chapter 2253 of the Texas Government Code, shall be executed on forms furnished by or acceptable to OWNER. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. 2. If the surety on any bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of the preceding paragraph, CONTRACTOR shall within ten (10) days thereafter substitute another bond and surety, both of which must be acceptable to OWNER. 3. When Performance Bonds and/or Payment Bonds are required, each shall be issued in an amount of one hundred percent (100%) of the estimated construction cost of the Parkland Improvements as security for the faithful performance and/or payment of all CONTRACTOR's obligations under the Agreement. Performance Bonds and Payment Bonds shall be issued by a solvent surety company authorized to do business in the State of Texas, and shall meet any other requirements established by law or by OWNER pursuant to applicable law. Any surety duly authorized to do business in Texas may write Performance and Payment Bonds on a project without reinsurance to the limit of 10 percent of its capital and surplus. Such a surety must reinsure any obligations over 10 percent. Hillwood Parkland Improvement Agreement Page 19 1560,018\73697,5 B. Performance Bond. I. If the estimated cost of constructing the Parkland Improvements exceeds $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER. The Performance Bond shall be effective for the term of the Agreement and through all warranty period(s). 2. If the estimated cost of constructing the Parkland Improvements exceeds $25,000 but is less than or equal to $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER, unless the original estimated time for completion of construction is 60 Calendar Days or less, in which case CONTRACTOR can agree to the following terms and conditions for payment in lieu of providing a Performance Bond: no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER; CONTRACTOR shall be entitled to receive 95% of the estimated cost of construction of the Parkland Improvements following Final Completion, and the remaining 5% of the Contract Amount following the one year warranty period. 3. If the estimated cost of constructing the Parkland Improvements is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Performance Bond. 4. If a Performance Bond is required to be furnished, it shall extend for the one year warranty period, or longer if the warranty periods are longer. C. Payment Bond. I. If the estimated cost of constructing the Parkland Improvements exceeds $25,000, CONTRACTOR shall furnish OWNER with a Payment Bond in the form set out by OWNER. 2. If the estimated cost of constructing the Parkland Improvements is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Payment Bond; provided that no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER. D. Power of Attorney. Each bond shall be accompanied by a valid Power of -Attorney (issued by the surety company and attached, signed and sealed with the corporate embossed seal, to the bond) authorizing the attorney in fact who signs the bond to commit the company to the terms of the bond, and stating any limit in the amount for which the attorney can issue a single bond. E. Bond Indemnification. The process of requiring and accepting bonds and making claims thereunder shall be conducted in compliance with Tex. Gov't Code, Chapter 2253. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORMANCE BOND IS NOT HONORED BY THE SURETY, THE CONTRACTOR SHALL FULLY INDEMNIFY AND HOLD THE OWNER HARMLESS OF AND FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS AS A RESULT. F. Furnishing Bond Information. OWNER shall furnish certified copies of the payment bond and the related Agreement to any qualified person seeking copies who complies with Tex. Gov't Code, §2253.026. G. Claims on Payment Bonds. Claims on payment bonds must be sent directly to the CONTRACTOR and his surety in accordance with Tex. Gov't Code § 2253.041. All Payment Bond claimants are cautioned that no lien exists on the funds unpaid to the CONTRACTOR on such Contract, and that reliance on notices sent to the OWNER may result in loss of their rights against the Hillwood Parkland Improvement Agreement Page 20 1560,018\73697,5 CONTRACTOR and/or his surety. The OWNER is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee. H. Payment Claims when Payment Bond not Required. The rights of Subcontractors regarding payment are governed by Tex. Prop. Code, §§53.231 — 53.239 when the estimated cost of constructing the Parkland Improvements is less than $25,000.00. These provisions set out the requirements for filing a valid lien on funds unpaid to the CONTRACTOR as of the time of filing the claim, actions necessary to release the lien and satisfaction of such claim. 1. Minimum Standards for Sureties. Sureties shall be listed on the US Department of the Treasury's Listing Approved Sureties stating companies holding Certificates of Authority as acceptable sureties on Federal Bonds and acceptable reinsuring companies (Department Circular 570). Hillwood Parkland Improvement Agreement Page 21 1560.018\73697,5 0 ca ►�'" eye, � ' 3 \ W 44 J r e ole \ �l9 � a i r Y 7�1 M 00 In J CL pj 00 C IL C d NL p t t u i 3 O I V o 4 v L � \ f 00 V \ C1 y 0 ca ►�'" eye, � ' 3 \ W 44 J o e ole \ uJud a C In J CL c CAS g al 0 ca ►�'" eye, � ' 3 00 0IL 'mL. -0 F u M �a \ W 44 J e \ uJud a r 00 0IL 'mL. -0 F u M �a EXHIBIT G REQUIRED HOA PARK IMPROVEMENTS HOA Park Improvements 1 Shade pavilion 2 Playscape for children 2-5 years of age 3 Playscape for children 5-12 years of age 4 Active areas for unorganized play or practice Picnic area with benches, picnic tables, cooking grills and trash cans 5 6 Internal trails and sidewalks 7 Fitness stations 8 Tree swings 9 Community Gardens 10 Landscape Enhancements NOTE: Total construction costs of the foregoing HOA Park Improvements must be at least $250,000 supported by documentation submitted to and approved by the City's Representative