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Home My WebLink AboutRES 091118-Y - Agmt Berry Creek MUDRESOLUTION NO. 01 I 1 A RESOLUTION OF THE CITY COUNCIL OF GEORGETOWN, TEXAS, APPROVING THE FIRST AMENDMENT TO THE CONSENT AGREEMENT BETWEEN THE CITY, BERRY CREEK (GEORGETOWN) ASLKI IX, LLC, BERRY CREEK HIGHLANDS MUD AND OWNERS RELATING TO THE CLOSING DATE AND CONDITIONS PRECEDENT CONTAINED IN THE CONSENT AGREEMENT; MAKING CERTAIN FINDINGS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on July 10, 2018 the City approved a Resolution conditionally consenting to the creation of a Municipal Utility District over approximately 314.54 acres of land (+/-) known as the Berry Creek Highlands subject to the terms and conditions set forth in the Consent Agreement between the City, the Owners and the Developer (the "Origin Consent Agreement ") and authorizing the Mayor of the City to sign the Original Consent Agreement. WHEREAS, on August 20, 2018, Developer requested an amendment to amend the Original Consent Agreement to adjust the Closing Date and Conditions Precedent. 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 by reference for all purposes as set forth in full. 2. The City Council hereby approves the First Amendment to the Consent Agreement attached hereto as Attachment 1. 3. The Mayor is authorized to sign this Resolution, the First Amendment to the Consent Agreement attached hereto as Attachment 1, and the City Secretary is authorized to attest. 4. This Resolution shall be effective immediately upon its adoption. Attachment List: Attachment 1- First Amendment to the Consent Agreement Resolution No. D9 I M Berry Creek Highlands MUD (or WCMUD No. ) Conditional Approval of First Amendment to the Consent Agreement Page 1 PASSED AND APPROVED on the. day of , 201& ATTEST: S Shelley Nowl' City Secretary APPROVED AS TO FORM: Charlie McNa b, City Attorney THE CITY OF GEORGETOWN: Dale Ross Mayor Resolution No. 09 I I i `a , Berry Creek Highlands MUD (or WCMUD No. ) Conditional Approval of First Amendment to the Consent Agreement Page 2 FIRST AMENDMENT TO CONSENT AGREEMENT BY AND AMONG: THE CITY OF GEORGETOWN TEXAS AND JANIS K. JOHNSON, INDIVIDUALLY; JANIS K. JOHNSON, TRUSTEE OF JKJ HERITAGE TRUST; RICHARD W. JOHNSON, INDIVIDUALLY, JOHN B. SCHNEIDER, INDIVIDUALLY; JOHN B. SCHNEIDER, TRUSTEE OF JBS HERITAGE TRUST; W. CHARLES SCHNEIDER, INDIVIDUALLY; AND W. CHARLES SCHNEIDER, TRUSTEE OF WCS HERITAGE TRUST BERRY CREEK (GEORGETOWN) ASLI IX, LLC, a Delaware limited liability company. AND BERRY CREEK HIGHLANDS MUNICIPAL UTILITY DISTRICT DATE: , 2018 {00009986 / Q / / PLAN / SPECIALDISTR / 08/22/20181 Table of Contents ARTICLE I INTRODUCTION... ............................. -- ............ -- ......... ........ 2 ARTICLE II AMENDMENTS TO THE ORIGINAL CONSENT AGREEMENT ................ 3 2.01 Amendment to Section 2.01 of the Original Consent Agreement ................... 3 2.02 Amendment to Section 3.05 of the Original Consent Agreement...............3 ARTICLE III MISCELLANEOUS............................................................................................... 3 3.01 Effect on Original Consent Agreement................................................................ 3 3.02 Recordation................................................................................................................4 100009986 / v2 / / PLAN / SPECIALDISTR / 08/22/20181First Amendment to Consent Agreement Williamson County MUD 30 Page i FIRST AMENDMENT TO CONSENT AGREEMENT THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § This First Amendment to the Consent Agreement ("First Amendment.") is entered into by and among the City of Georgetown, Texas a home -rule city located in Williamson County, Texas ("ffty" ), Janis K. Johnson, individually, Janis K. Johnson, Trustee of JKJ Heritage Trust; Richard W. Johnson, individually; John B. Schneider, individually; John B. Schneider, Trustee of the JBS Heritage Trust; W. Charles Schneider, individually; and W. Charles Schneider, Trustee of the WCS Heritage Trust (collectively, "Owner"); Berry Creek (Georgetown) ASLI IX, LLC, a Delaware limited liability company ("Developer"); and, upon its creation, Berry Creek Highlands Municipal Utility District, a district to be created under Chapters 49 and 54 of the Texas Water Code (the "District"). ARTICLE I INTRODUCTION 1.01 On July 10, 2018 the City approved a Resolution conditionally consenting to the creation of a Municipal Utility District over approximately 314.54 acres of land (+/- ) known as the Berry Creek Highlands subject to the terms and conditions set forth in the Consent Agreement between the City, the Owners and the Developer (the "Original Consent Agreement") and authorizing the Mayor of the City to sign the Original Consent Agreement. 1.02 On August 20, 2018, Developer and Owner requested an amendment to amend the Original Consent Agreement to adjust the Closing Date and Conditions Precedent. 1.03 Owner, Developer and the City intend that the purpose of this Agreement is to set out the mutually agreeable terms and conditions relating to the First Amendment Application. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract as follows. 100009986 / v2 / / PLAN / SPECIALDISTR / 08/22/2018} First Amended Consent Agreement BerryCreekHighlandsAvanti ARTICLE II AMENDMENTS TO THE ORIGINAL CONSENT AGREEMENT 2.01 Amendment to Section 2.01 of the Original Consent Agreement. Section 2.01(m) of the Original Consent Agreement, pertaining to the definition of "Closing Date," as follows: (m) Closing Date: means December 15, 2018 before 5:00 PM Central Daylight Time (CDT). 2.02 Amendment to Section 3.05 of the Original Consent Agreement. Section 3.05 of the Original Consent Agreement is hereby deleted in its entirety and replaced with the following: 3.05 Delivery of SH 195/Shell Spur Road Intersection SignaIization Fiscal Security. Developer shall obtain and deliver to the City SH 195/Shell Spur Road Intersection Signalization Fiscal Security conforming to the requirements of Sections 2.01(mmm) and 14.02(b) of this Agreement not later than the date that is ninety (90) days after the Closing Date. ARTICLE III MISCELLANEOUS 3.01 Effect on Original Consent Agreement. (a) Defined Terms. Except as otherwise provided herein, other terms which are not defined in this First Amendment but which are delineated with initial capital letters and are defined in the Original Consent Agreement will have the same meanings in this First Amendment as in the Original Consent Agreement. (b) Effect on Original Consent Agreement. Except as amended by this First Amendment, all terms and conditions of the Original Consent Agreement shall remain in full force and effect. (c) Recitals. The Recitals set forth in Article I, above, are hereby found by all Parties to be true and correct and are incorporated herein and made part of this First Amendment. (d) Multiple Counterparts. To facilitate execution, this First Amendment may be executed in any number of counterparts, and it 100009986 / Q / / PLAN / SPECIALDISTR / 08/22/20181 First Amended Consent Agreement BerryCreekHighlandsAvanti will not be necessary that the signatures of all parties be contained on any one counterpart, and the signature pages from separate, individually executed counterparts may be combined to form multiple, fully executed counterparts. All executed counterparts of this First Amendment shall be deemed to be originals. 3.02 Recordation. This First Amendment shall be recorded in the records of Williamson County at Developer's expense. Developer shall obtain and record subordination agreements for any lender liens or security interests that are prior to the time of recordation of this Agreement. [THE BALANCE OF THIS PAGE IS INTENTIONALLY BLANK.] [SIGNATURE PAGES IMMEDIATELY FOLLOW.] 100009986 / v2 / / PLAN / SPECIALDISTR / 08/22/20181 First Amended Consent Agreement BerryCreekHighlandsAvanti IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement on the dates indicated below. CITY: ATTEST: am Shelley Nowling, City Secretary APPROVED AS TO FORM: an Charlie McNabb, City Attorney STATE OF TEXAS § COUNTY OF WILLIAMSON § CITY OF GEORGETOWN, TEXAS Dale Ross, Mayor This instrument was acknowledged before me on the day of 20_, by Dale Ross, Mayor of the City of Georgetown, Texas, a home - rule city, on behalf of the City. (seal) Notary Public Signature 100009986 / Q / / PLAN / SPECIALDISTR / 08/22/20181 First Amended Consent Agreement BerryCreekHighlandsAvanti OWNER: Janis K. Johnson, individually THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the by Janis K. Johnson, individually. (SEAL) THE STATE OF TEXAS § COUNTY OF WILLIAMSON § day of . 2018, Notary Public, State of Texas Janis K. Johnson, Trustee of the JKJ Heritage Trust This instrument was acknowledged before me on the by Janis K. Johnson, Trustee of the JKJ Heritage Trust. (SEAL) day of. 2018, Notary Public, State of Texas 100009986 / v2 / / PLAN / SPECIALDISTR / 08/22/20181 First Amended Consent Agreement BerryCreekHighlandsAvanti Richard W. Johnson, individually THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the day of 2018, by Richard W. Johnson, individually. (SEAL) Notary Public, State of Texas 100009986 / v2 / / PLAN / SPECIALDISTR / 08/22/2018} First Amended Consent Agreement BerryCreekHighlandsAvanti John B. Schneider, individually THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the by John B. Schneider, individually. (SEAL) THE STATE OF TEXAS § COUNTY OF WILLIAMSON § day of , 2018, Notary Public, State of Texas John B. Schneider, Trustee of the JBS Heritage Trust This instrument was acknowledged before me on the by John B. Schneider, Trustee of the JBS Heritage Trust. (SEAL) day of _ , 2018, Notary Public, State of Texas 100009986 / v2 / / PLAN / SPECIALDISTR / 08/22/20181 First Amended Consent Agreement BerryCreekHighlandsAvanti LIU W. Charles Schneider, individually THE STATE OF NEW MEXICO § COUNTY OF § This instrument was acknowledged before me on the day of 2018, by W. Charles Schneider, individually. (SEAL) Notary Public, State of Texas a W. Charles Schneider, Trustee of the WCS Heritage Trust THE STATE OF NEW MEXICO § COUNTY OF § This instrument was acknowledged before me on the day of 2018, by W. Charles Schneider, Trustee of the WCS Heritage Trust. (SEAL) Notary Public, State of Texas 100009986 / v2 / / PLAN / SPECIALDISTR / 08/22/2018) First Amended Consent Agreement BerryCreekHighlandsAvanti DEVELOPER: BERRY CREEK (GEORGETOWN) ASLI IX, LLC, a Delaware limited liability company By: Avanti Strategic Land Investors IX L.L.L.P., a Delaware limited liability limited partnership, its sole Member By: APG ASLI IX GP, LLC, a Delaware limited liability company, its sole General Partner By: Avanti Properties Group III, L.L.L.P., a Delaware limited liability limited partnership, its Managing Member By: APG III GP, LLC, a Florida limited liability company, its sole General Partner By: Avanti Management Corporation, a Florida corporation, its sole Manager By: THE STATE OF COUNTY OF Marvin M. Shapiro, President This instrument was acknowledged before me on this day of 2018, by Marvin Shapiro, President of Avanti Management Corporation, a Florida corporation, the sole manager of APG III, LLC, a Florida limited liability company, sole general partner of Avanti Properties Group III, L.L.L.P., a Delaware limited liability limited partnership, managing member of APG ASLI IX GP, LLC, a Delaware limited liability company, sole general partner of Avanti Strategic Land Investors IX, L.L.L.P., a Delaware limited liability limited partnership, sole member of Berry Creek (Georgetown) ASLI IX, LLC, a Delaware limited liability company, on behalf of said corporation, limited liability companies, and limited liability limited partnerships. (seal) Notary Public Signature 100009986 / Q / / PLAN / SPECIALDISTR / 08/22/20181 First Amended Consent Agreement BerryCreekHighlandsAvanti DISTRICT: BERRY CREEK HIGHLANDS MUNICIPAL UTILITY DISTRICT By: Printed Name: Title: Date: ATTEST: Printed Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 20_, by of Berry Creek Highlands Municipal Utility District, a district operating under Chapters 49 and 54 of the Texas Water Code. Notary Public Signature (00009986 / Q / / PLAN / SPECIALDISTR / 08/22/20181 First Amended Consent Agreement BerryCreekHighlandsAvanti -_- Berry Creek Highlands MUD Location Map � M F ■ r� ■ CR' C* r r J*Jmtu ■ w 1'At rr�G C" of 00 p: �u �, CITY OF GEORGETOWN ETJ ; :� � 5 P I t. r d is ~pry ■ y 00VNOARY t+w ■ • f M c w w J ww' `3 CITY OF d fl.°ORGE7�35YN w� wU • wx +3 -z '- •uj w•� s 1 w ■ r Cf" OF MIR