HomeMy WebLinkAboutORD 2022-50 - Agreement Woodside MUDORDINANCE NO. & Z
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, CONSENTING TO THE CREATION
OF AN IN -CITY MUNICIPAL UTILITY DISTRICT (MUD) TO BE
KNOWN AS WOODSIDE MUNICIPAL UTILITY DISTRICT NO.
1 AND APPROVING A CONSENT AGREEMENT AND
RELATED AGREEMENTS CONCERNING WOODSIDE
MUNICIPAL UTILITY DISTRICT NO. 1, ALSO KNOWN
LOCALLY AS THE MADISON TRACT, LOCATED IN THE CITY
OF GEORGETOWN, WILLIAMSON COUNTY, TEXAS, AND
CONSISTING OF APPROXIMATELY 486 ACRES GENERALLY
SITUATED SOUTH OF RONALD REAGAN BOULEVARD,
EAST OF THE SUN CITY SUBDIVISION, AND NORTH OF THE
SHADY OAKS SUBDIVISION; REPEALING CONFLICTING
ORDINANCES AND RESOLUTIONS; INCLUDING A
SEVERABILITY CLAUSE; AND ESTABLISHING AN
EFFECTIVE DATE.
WHEREAS, MK Madison, LP, a Texas Limited Partnership ("MK"), is the owner of that
certain tract of land consisting of approximately 486.324 acres located within the
corporate limits of the City and described by metes and bounds and surveyor's sketch on
Exhibit A to the Consent Agreement attached as Attachment 1(the "Land").
WHEREAS, On or about November 22, 2021, MK applied to the City requesting creation
of one municipal utility district encompassing the Land to facilitate its intended
development of the Land in a cost-effective and market -competitive manner.
WHEREAS, The City Council of the City of Georgetown desires to give its consent to the
creation of one "in -city" or "city -service" municipal utility district encompassing the
Land pursuant to Section 54.016 of the Texas Water Code, having the powers and
functions of a municipal utility district operating under Chapters 49 and 54 of the Texas
Water Code, except as those powers are limited by the Consent Agreement attached as
Attachment 1, and the Related Agreements (the Passive Parkland Agreement, the City
Parkland Improvements Agreement, and the Maintenance Agreement) all attached as
Exhibits to Attachment 1 (the PUD Ordinance, also a Related Agreement, is a separate
ordinance effective on even date herewith).
Ordinance No.����
Description: Consent to Creation of and Consent Agreement for Woodside MUD No. 1 (and Related
Agreements) age 1 of 3
Date Approved; 11
WHEREAS, The City Council has determined that, pursuant to the terms of the Consent
Agreement and the Related Agreements, the City will benefit from (i) the quality, timing,
or nature of development that will result from the requirements set forth in this
Agreement and the Related Agreements; (ii) the creation of one municipal utility district
to finance a portion of the cost of the collector road to SH 195, water, wastewater,
stormwater drainage and park and recreational improvements serving the Land; and (iii)
the construction of park infrastructure and trails serving the Land pursuant to the terms
of this Agreement and the Related Agreements. MK has determined that, pursuant to
the terms of this Agreement and the Related Agreements, MK will benefit from (i) the
certainty regarding the development requirements applicable to the Land as detailed in
this Agreement; (ii) the commitment for City water, wastewater, and garbage disposal to
the Land under the terms and conditions detailed in this Agreement; (iii) the construction
and perpetual maintenance of parks and trails benefitting the residents on the Land and
the general public; and (iv) the ability to obtain the financial commitments that are
necessary for a development of this nature to be competitive in the marketplace.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS THAT:
SECTION 1: The City Council hereby finds that the statements set forth in the preamble of this
Ordinance are true and correct, and the recitals are hereby incorporated by reference herein and
shall have the same force and effect as if set forth in this Section.
SECTION 2: The City Council hereby give its consent to the creation of one "in -city" or "city -
service" municipal utility district encompassing the Land pursuant to Section 54.016 of the Texas
Water Code, having the powers and functions of a municipal utility district operating under
Chapters 49 and 54 of the Texas Water Code, subject to except as those powers are conditioned
or limited by the Consent Agreement between the City and .MK in the form approved by the City
Council of the City of Georgetown herein.
SECTION 3: The City Council hereby approves the Consent Agreement relating to the Land in
substantially the form attached hereto as Attachment 1, and authorizes the Mayor to execute the
Consent Agreement, as well as the City Parkland Improvements Agreement and the Maintenance
Agreement attached thereto, on behalf of the City of Georgetown, Texas.
SECTION 4: The City Manager, City Attorney, and City Secretary are hereby authorized,
empowered, and directed to do and perform all such acts as may be necessary to execute,
acknowledge, and deliver in the name of and on behalf of the City of Georgetown, Texas, a
Consent Agreement, the City Parkland Improvements Agreement, and the Maintenance
Agreement substantially in the form attached hereto as Attachment 1.
Ordinance No. 5V
Description: Consent to Creation of and Consent Agreement for Woodside MUD No. 1 (and Related
Agreements) Pa e 2 of 3
Date A roved: !A L
SECTION 5: It is hereby officially found and determined that the meeting at which this Ordinance
was considered was open to the public, and public notice of the time, place, and purpose of said
meeting was given, all as required by the Texas Open Meetings Act, Chapter 551, Texas
Government Code.
SECTION 6: The Mayor is hereby authorized to sign this Ordinance and the City Secretary is
authorized to attest. This Ordinance shall become effective and be in full force and effect in
accordance with the provisions of the City Charter, and prevail over prior conflicting Ordinances,
Resolutions, and City Council actions, if any.
Ordinance No.
•
Description: Consent to Creation of and Consent Agreement for Woodside MUD No. 1 (and Related
Agreements) Page 3 of 3
Date Al2roved, t�L,
PASSED AND APPROVED ON FIRST READING ON the day of 2022.
PASSED AND APPROVED ON SECOND READING ON the lz�ay of 2022.
Attachment 1: Consent Agreement
(including all exhibits)
ATTEST:
THE CITY OF GPOR f ETOWN, TEXAS
By: By:
Robyn Wensmore, City Secretary 5k S hro,pe er, Mayor
APPROVED AS TO FORM:
By: " a_
ye MA4n, City Attorney
Ordinance No.. 7Z�
Description: Consent to Creation of and Consent Agreement for Woodside MUD No. 1 (and Related
Agreements) Page 4 of 3
Date Approved:y6%A! Atj ,L
2022087835 C5NT Total Pages: 171
mill 10, FA WAM IN101111%m l Cun 11111
CONSENT AGREEMENT
(Woodside MUD No. 1 — In -City MUD)
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This CONSENT AGREEMENT ("Agreement") is entered into by and between the CITY
OF GEORGETOWN, TEXAS, a home -rule municipality located in Williamson County, Texas
("City"), and MK MADISON, LP, a Texas limited partnership ("MK"). Upon creation of an in -
City or "city -service" municipal utility district to be created under Chapters 49 and 54 of the Texas
Water Code ("District"), this Agreement will be assigned to and/or executed by the District and
the District will be bound by its provisions. The City, MK and the District are sometimes referred
to collectively herein as the "Parties."
ARTICLE I
INTRODUCTION
1.01 MK is the owner of that certain tract of land consisting of approximately 486.324
acres located within the corporate limits of the City and described by metes and bounds and
surveyor's sketch in the attached Exhibit A (the "Land").
1.02 On November 22, 2021, MK applied to the City requesting creation of one
municipal utility district encompassing the Land to facilitate its intended development of the Land
in a cost-effective and market -competitive manner.
1.03 The City desires to give its consent to the creation of one "in -city" or "city -service"
municipal utility district encompassing the Land pursuant to Section 54.016 of the Texas Water
Code, having the powers and functions of a municipal utility district operating under Chapters 49
and 54 of the Texas Water Code, except as those powers are limited by this Agreement.
1.04 The City has determined that, pursuant to the terms of this Agreement and the
Related Agreements, the City will benefit from (i) the quality, timing, or nature of development
that will result from the requirements set forth in this Agreement and the Related Agreements; (ii)
the creation of one municipal utility district to finance a portion of the cost of the water,
wastewater, stormwater drainage, road, and park and recreational improvements serving the Land;
and (iii) the construction of park infrastructure and trails serving the Land pursuant to the terms of
this Agreement and the Related Agreements. MK has determined that, pursuant to the terms of
this Agreement and the Related Agreements, MK will benefit from (i) the certainty regarding the
development requirements applicable to the Land as detailed in this Agreement; (ii) the
commitment for City water, wastewater, and garbage disposal to the Land under the terms and
conditions detailed in this Agreement; (iii) the construction and perpetual maintenance of parks
and trails benefitting the residents on the Land and the general public; and (iv) the ability to obtain
the financial commitments that are necessary for a development of this nature to be competitive in
the marketplace.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 1 of 38
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, including the agreements set forth below and the Related
Agreements, the Parties contract as follows:
ARTICLE II
RECITALS; DEFINITIONS
2.01 Effect of Recitals. The Parties agree that the Recitals in Sections 1.01 through 1.04
are true and correct in all material respects and are a part of this Agreement.
2.02 Definitions. In addition to or supplementation of the terms defined above in Article
I or elsewhere in this Agreement, capitalized words used in this Agreement shall have the meanings
set forth below:
Access Easement: Means a temporary or permanent easement in favor of the City in
Approved Form, located within the boundaries of the Land, providing access to the SH 195 Water
Line or a Utility Improvement until such time as a public road providing access to same is
Complete.
Active Adult Residential Area: Means the portion of the Project designated "Active Adult
Single Family Residential Area" on the Land Use Plan.
Agreement: Means this "Consent Agreement" by and between the City and MK and, when
formed and on execution by or assignment to, the District.
Approved Form: Means (a) as to a Water Transmission Line Easement, the form of
easement attached hereto as Exhibit B-1; (b) as to each Utility Easement, the form of easement
attached hereto as Exhibit B-2, (c) as to an Access Easement, the form of easement attached hereto
as Exhibit B-3; (d) as to a Sidewalk Easement, the form of easement attached hereto as Exhibit
B-4, and (e) as to any proposed encroachments on, under, or across a Water Transmission Line
Easement or other exclusive easement, the form of License Agreement attached hereto as Exhibit
B-5. Approved Forms may be modified as noted on the attached Exhibits or with City Attorney
approval.
Approved Plans. Means, as to the SH 195 Water Line, the Utility Improvements, and the
Transportation Improvements (including any associated Trail Improvements), the final City -
engineer approved construction plan(s) for same, plus the forms for, and general locations of, all
easements necessary for or related to same. This term shall also include the final City -approved
construction plans for the City Park Improvements and shall encompass all applicable provisions
of the Governing Regulations pertaining to the referenced improvements.
Assignee: Has the meaning set out in Section 17.02(c)(2).
Authorized Assignee: Means MK Woodside Development, Inc., a Texas corporation
affiliated with MK, or another Texas corporation affiliated with MK. For purposes of this
Agreement, "affiliated with MK" shall mean any legal entity, directly or indirectly through one or
more intermediaries, controlling, controlled by, or under common control with MK.
Bond Issue Notice: Has the meaning set out in Section 14.04(b).
Bond Limit Amount: Means the cumulative maximum amount of Bonds, excluding
refunding Bonds, which may be issued by the District pursuant to Section 14.01.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 2 of 38
Bond. Means (a) any instrument, including a bond, note or other evidence of indebtedness,
issued by the District, or (b) any other type of obligation that (1) is issued or incurred by the District
under the District's borrowing power, without regard to whether it is subject to annual
appropriations; and (2) is represented by an instrument issued in bearer or registered form or is not
represented by an instrument but the transfer of which is registered on books maintained for the
purpose by or on behalf of the District. The term shall include obligations issued to refund
outstanding bonds but shall not include reimbursement agreements entered into between the
District and MK, notes, or other obligations, including refunding or refinancing of same, issued or
reissued by a District.
City: Means the City of Georgetown, Texas, a home rule city located in Williamson
County, Texas.
City Attorney: Means the City Attorney for the City.
City Code: Means the City of Georgetown Code of Ordinances, as amended from time to
time.
City Council: Means the City Council of the City.
City Director of Finance and Administration: Means the City Director of Finance and
Administration of the City.
City Objection: Means an objection by the City to a Bond issue, as further described in
Section 14.05.
City Park: Means, collectively, the land labeled "Public Park 5.5 Ac." on the Land Use
Plan, and the City Park Improvements.
City Park Improvements: Has the meaning given in the City Parkland Agreement.
City Parkland Agreement: Means that certain "Parkland Improvements Agreement"
between the City and MK pertaining to the City Park and the Primary Trails, a copy of which is
attached as Exhibit C.
City Secretary: Means the City Secretary of the City.
Collector: Means any collector street comprising the Collector Network.
Collector Network: Means the internal collector streets within the Project as generally
shown on the Conceptual Transportation Plan attached as Exhibit E.
Commercial Development Areas. Means the portions of the Land shown on the Land Use
Plan as "Low Density Multi -Family Residential," "High Density Multi -Family Residential" and
"Commercial", having the base zoning designations of "MF-1," MF-2," and "C-l" (respectively)
in the PUD Ordinance.
Completion, Complete, or Completing: Means or is deemed to have occurred for each
improvement on the date all the following events have occurred for the relevant improvement:
■ construction of the improvement is substantially complete such that the improvement
is capable of being fully operational pending final acceptance of the improvement for
use by a HOA or City, whichever is accepting same for ownership; and
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 3 of 38
• as to engineered improvements, the design engineer (i) has certified in writing to the
City that the improvement is substantially complete and (ii) has provided "as built"
plans for same; and
• all testing and inspections of the improvement by a HOA or the City, whichever is
accepting the improvement for ownership and maintenance, have been successfully
conducted, all final written approvals required for use, operation and maintenance from
such entity have been obtained, and the HOA or City, as appropriate, has (in writing)
accepted the improvement for ownership, use, operation and maintenance; and
• as to improvements to be accepted by the City, if applicable, City has received and
approved all Completion Documentation and Dedication Documentation associated
with the improvement.
Completion Documentation: Means (a) the Maintenance Security for a Completed
improvement; (b) a set of construction plans for a Completed improvement certified as "as -built"
by the engineer responsible for preparing the Approved Plans for same; (c) all final, recordable
Water Transmission Line Easements, Utility Easements, Access Easements and/or Sidewalk
Easements (to the extent said easements were not delivered with the Approved Plans for the
Completed improvement and approved by the City with the Approved Plans); and (d) all third -
party warranties and guarantees associated with the improvement.
Conceptual Utility Plan: Means the conceptual plan showing the general locations of the
RR Blvd. Water Transmission Line, the SH 195 Water Line and the Wastewater Interceptor
attached as Exhibit D; the Parties agree that Exhibit D is only conceptual in nature, that as of the
Effective Date no title or field work has been performed, and no easements have been secured or
construction plans prepared, so final locations of the referenced improvements are subject to
change.
Conceptual Transportation Plan: Means the conceptual plan showing the general
locations of the Collector Network (including the Main Collector), the RR Intersection, and the
SH 195 Intersection, all as generally shown and further defined and described on Exhibit E; the
Parties agree that Exhibit E is only conceptual in nature, that as of the Effective Date no title or
field work has been performed, and no easements have been secured or construction plans
prepared, so final locations of the referenced improvements are subject to change.
County: Means Williamson County, Texas.
Dedication Documentation: Means, (i) as to each Water Transmission Line Easement for
the SH 195 Water Line, a draft easement instrument in the applicable Approved Form; the legal
description (metes and bounds or platted lot) and map or sketch of the proposed easement area
prepared by a licensed surveyor registered to practice in the State of Texas; a current title
commitment in favor of the City subject only to the standard, pre-printed exceptions that are part
of the promulgated form of Texas title insurance policies, and the Permitted Exceptions; a policy
of title insurance for the land within the easement to the City reflecting a value of $28,000.00 per
acre; and if approved by the City, one or more Licenses to Encroach, (ii) as to the City Park, a
special warranty deed restricting the City Park to public park use and reserving to MK such specific
Utility Easements (defined by metes and bounds and surveyor's sketch) for the benefit of the
Project as the City Attorney may agree, in the City Attorney's sole discretion (but in all events,
MK may reserve Utility Easements within 20' of each perimeter boundary of the City Park),
transferring the City Park free of all liens and encumbrances except Permitted Exceptions
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 4 of 38
applicable to the City Park; the legal description (metes and bounds) and map or sketch of the City
Park prepared by a licensed surveyor registered to practice in the State of Texas; a current title
commitment in favor of the City subject only to the standard, pre-printed exceptions that are part
of the promulgated form of Texas title insurance policies and the Permitted Exceptions; and a
policy of title insurance policy for the City Park to the City reflecting a value of $28,000.00 per
acre, and (iii) as to each Utility Easement, Access Easement or Sidewalk Easement, a draft
easement instrument in the applicable Approved Form; the legal description (metes and bounds or
platted lot) and map or sketch of the proposed easement area prepared by a licensed surveyor
registered to practice in the State of Texas, and an ownership and lien affidavit covering the
easement area.
Default Notice: Has the meaning set out in Section 17.03.
Defaulting Party: Has the meaning set out in Section 17.03.
District: Means Woodside Municipal Utility District No. 1, a municipal utility district to
be created by the TCEQ, with the City's consent and subject to the terms and conditions of this
Agreement, having the same geographical boundaries as the Land.
District's Board: Means the Board of Directors of the District.
District Confirmation Date: Means the date the TCEQ issues an order approving creation
of the District.
Drainage Facilities: Means any water quality, drainage, stormwater retention or detention
facilities located on or serving the Land, excluding drainage facilities directly associated with the
Transportation Improvements.
Dwelling Unit: Means a building or portion thereof that includes sleeping, cooking, eating,
and sanitation facilities, designed and used for residential occupancy by a single household, but
does not include overnight accommodations (e.g., hotel rooms).
East Tract: Means the area of the Property designated as such on the Conceptual
Transportation Plan attached as Exhibit E.
East Tract Initial Section Acceptance Date: Means the date upon which the improvements
within the first subdivision plat of the Land in the East Tract which includes residential Lots are
Complete and such subdivision plat has been recorded in the Official Public Records of
Williamson County, Texas.
East Tract Warrant Study Trigger: Means the issuance of building permits on the East
Tract for either (a) 200 Dwelling Units or (b) a combination of building permits for Dwelling Units
and building permits within the Commercial Development Areas which in the aggregate generate
the same traffic as the traffic generated by 200 Dwelling Units.
Effective Date: Means the latest date accompanying the signature lines of the duly
authorized representatives of the Initial Parties on this Agreement.
End Buyer: Means an owner, tenant or occupant of a Lot (other than MK), regardless of
the proposed use of such Lot.
Governing Regulations: Subject to Article XVIII, means and includes: this Agreement and
the Related Agreements; the UDC; the PUD Ordinance; the City's Development Manual,
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 5 of 38
Construction Specifications and Standards Manual, Drainage Criteria Manual, Traffic Calming
Standards, or Access Management Policy and the applicable Approved Plans.
High Density MF Development Area: Means the portion of the Commercial Development
Areas shown on the Land Use Plan as "High Density Multi -Family Residential", having the base
zoning designation of "MF-2" in the PUD Ordinance.
HOA(s): Means, when singular, a homeowners' association formed and operating under
the applicable laws of the State of Texas where membership is appurtenant to ownership of either
(i) Lots in the Active Adult Residential Area or (ii) Lots in the SF Detached Residential Area; or
means, when plural, both such associations. The HOA for the Lots in the SF Detached Residential
Area may be referred to as the "SF Detached HOA" and the HOA for the Lots in the Active Adult
Residential Area may be referred to as the "Active Adult HOA."
HOA Park: Means the area labeled "Amenity Center" on the Land Use Plan.
Initial Parties: Means, collectively, the City and MK.
Initial Section Acceptance Date: Means the date upon which the improvements within the
first subdivision plat of the Land which includes residential Lots are Complete and such
subdivision plat has been recorded in the Official Public Records of Williamson County, Texas.
Land: Means that certain tract of land totaling 486.324 acres, located within the corporate
limits of the City, which is more particularly described in that certain Special Warranty Deed dated
December 29, 2021 by and among the Madison at Georgetown Cotenancy, MMSG Limited
Partnership, a Texas limited partnership, and MK Madison, LP, a Texas limited partnership,
recorded as Document No. 2021197306 in the Official Public Records of Williamson County,
Texas, and also described by metes and bounds and surveyor's sketch in the attached Exhibit A.
Land Use Plan: Means the initial Land Use Plan attached as Exhibit "C" to the PUD
Ordinance, as said Land Use Plan may be amended from time to time in accordance with the
provisions of the applicable Governing Regulations. A copy of the initial Land Use Plan is
attached for convenience of reference only as Exhibit F.
License to Encroach: Means a license in a location approved by the City and in Approved
Form allowing crossings of a Water Transmission Line Easement or a Utility Easement.
Lot: Means a legal lot located on the Land and included in a subdivision plat approved by
the City and recorded in the Official Public Records of Williamson County, Texas.
Main Collector: Means the Collector that will extend from Ronald Reagan Blvd. to SH
195, as generally shown on the Conceptual Transportation Plan attached as Exhibit E.
Main Collector Phase 1: Means the portion of the Main Collector so designated on the
Conceptual Transportation Plan attached as Exhibit E.
Maintenance Agreement: Means an agreement in the form attached as Exhibit K related
to maintenance of the City Park, to be entered into between the City and the SF Detached HOA.
Maintenance Security: Means a bond, letter of credit, or cash held in escrow, as the City
may determine in its sole discretion and in a form acceptable to the City, in the amount of ten
percent (10%) of the total cost of constructing each improvement to be conveyed to the City for
ownership, operation and maintenance, guaranteeing that the workmanship and materials
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 6 of 38
associated with the public improvement shall be free of defects for a period of two years from the
date of acceptance by an authorized representative of the City.
Master Covenant: Means documents that are in all material respects consistent with this
Agreement and the Related Agreements, establishing a uniform plan for the governance of one or
more of the Residential Development Areas by the establishing declarant and applicable HOA;
MK contemplates there will be one Master Covenant for the SF Detached Residential Area and a
separate Master Covenant for the Active Adult Residential Area. The term "Master Covenant"
will be deemed to include ancillary recorded documents such as Notices of Applicability,
Development Area Declarations, Design Guidelines and similar documents.
MK: Means MK Madison, LP, a Texas limited partnership.
Monetary Default: Has the meaning set out in Section 17.03.
Parties: Means, collectively, the Initial Parties and, upon its approval and execution of this
Agreement, the District.
Passive Park Agreement: Means that certain "Passive Park Agreement" among the County,
Pulte, and MK dated April 19, 2022, pertaining to the improvement of the 11.4 acre "Passive Park"
(as that term is defined and described in the Passive Park Agreement, which definition and description
are incorporated into this Agreement by this reference), a copy of which is attached as Exhibit G.
Permitted Exceptions: Means (i) easements, restrictions and other encumbrances listed on
Exhibit H to this Agreement, (ii) all Water Line Transmission Easements, Utility Easements,
Access Easements and Sidewalk Easements, (iii) all Master Covenants and associated documents
established for the applicable portions of the Land (but only if such covenants, conditions and
restrictions are consistent in all material respects with this Agreement and the Related
Agreements), (iv) all matters reflected on a subdivision plat approved by the City, and (v) such
other matters as the City Attorney may approve in the City Attorney's sole discretion.
Primary Trails: Means a system of 10' wide community trails to be built by MK pursuant
to the City Parkland Agreement on one side of each Collector, within the right of way of or
Sidewalk Easements adjacent to, such Collector, as noted on the Land Use Plan.
Project: Means the development of the Land as described in the initial Land Use Plan and
the PUD Ordinance, to include the construction of the SH 195 Water Line, the Utility
Improvements, the Transportation Improvements, the City Park Improvements, the Primary Trails
and the Trail Improvements.
PUD Ordinance: Means City Ordinance No. 2022- pertaining to the zoning and
land use -related development standards applicable to the Land.
Pulte: Means Pulte Homes of Texas, L.P., a Texas limited partnership, which, as of the
Effective Date, is under contract to purchase from MK approximately 201.435 acres of the Land
and to develop same in accordance with this Agreement and the Passive Park Agreement.
Related Agreements: Means, collectively, the City Parkland Agreement, the Passive Park
Agreement, the PUD Ordinance, and when executed, the Maintenance Agreement.
Residential Development Areas. Means the portions of the Land shown on the Land Use
Plan as "Active Adult Residential" or "Single Family Detached Residential," which have the base
zoning designation of "SF" in the PUD Ordinance.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 7 of 38
RR Blvd. Water Transmission Line: Means the 16" water line serving only the Land to be
constructed by MK at no cost to the City and located where described in Section 10.01(b).
RR Intersection: Means the intersection of the Main Collector and Ronald Reagan Blvd,
generally as shown on the Conceptual Transportation Plan attached as Exhibit E.
Section: Means a Section of this Agreement unless the context indicates otherwise.
Selected Intersection: Has the meaning set out in Section 9.03(d).
Service Area: Has the meaning set out in Chapter 12.46.040 of the City Code.
SF Detached Residential Area: Means the portion of the Project designated "Single Family
Detached Residential Area" on the Land Use Plan attached as Exhibit F.
SH 195: Means Texas State Highway 195.
SH 195 Intersection: Means the intersection of the Main Collector and SH 195, generally
as shown on the Conceptual Transportation Plan attached as Exhibit E.
SH 195 Water Line: Means the 24" water line to be constructed by MK on the Land parallel
to and alongside the right of way of State Highway 195 beginning at the terminus of an existing
waterline near the intersection of Oak Branch Drive and SH 195 and extending northerly to the
northern boundary of the Land, as generally shown on the Conceptual Utility Plan attached as
Exhibit D.
Sidewalk Easement: Means an easement, in Approved Form, allowing a Trail Improvement
to meander outside the right of way of a Collector into a landscape lot owned by an HOA.
Tax Rate Limit: Has the meaning set out in Section 14.02.
TCEQ: Means the Texas Commission on Environmental Quality, or a successor agency,
having regulatory jurisdiction to issue orders creating or otherwise regulating or affecting
municipal utility districts, and over Bonds.
Trail Improvements: Has the meaning set out in the City Parkland Agreement.
TxDOT: Means the Texas Department of Transportation.
Transportation Impact Fee: Has the meaning set out in Chapter 12.46.040 of the City Code.
Transportation Improvements: Means the Collector Network, the RR Intersection, the SH
195 Intersection, all internal roadways and all directly associated drainage and stormwater
management improvements.
UDC: Subject to Article XVIII, means the City's Unified Development Code (Title 17 of
the City's Code of Ordinances) as dated and in effect on November 22, 2021.
Utility Easements: Means, collectively and without limitation, utility easements in favor of
the City in Approved Form, located within the boundaries of the Land (or located outside such
boundaries but serving the Land), necessary for installing, placing, constructing, operating, using,
maintaining, repairing, modifying, upgrading, rebuilding, replacing, monitoring, inspecting,
connecting with, removing, relocating, decommissioning and/or accessing Utility Improvements,
and their related appurtenances. The term does not include a Water Transmission Line Easement
or any easement for Drainage Facilities.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 8 of 38
Utility Improvements: Means all water and wastewater facilities and their associated
appurtenances (including, without limitation, water transmission lines, water distribution lines,
wastewater collection lines, force mains, lift stations and manholes) located within the boundaries
of the Land or outside the Land and necessary for the City to serve the Land, up to the point of
service entry on a Lot. The term includes the Wastewater Interceptor and the RR Blvd. Water
Transmission Line but does not include the SH 195 Water Line or the Drainage Facilities.
Warrant Study: Means a study consistent with TxDOT regulations to determine whether
traffic conditions at either the RR Intersection or the SH 195 Intersection meet any federal, state
or local minimum standards or "warrants" for placement of traffic signalization improvements.
Wastewater Interceptor: Means the wastewater line (a portion of which is a 15" line and a
portion of which is a 12" line, to be constructed by MK commencing at a point on the Land and
connecting to the City's existing 18" wastewater line located west of the Land, located generally
as shown on the Conceptual Utility Plan attached as Exhibit D.
Water Transmission Line Easement: Means collectively, one or more easements in favor
of the City in the Approved Form for the SH 195 Water Line.
West Tract: Means the area of the Property designated as such on the Conceptual
Transportation Plan attached as Exhibit E.
West Tract Warrant Study Trigger: Means the issuance of building permits on the West
Tract for either (a) 200 Dwelling Units or (b) a combination of building permits for Dwelling Units
and building permits within the Commercial Development Areas which in the aggregate generate
the same traffic as the traffic generated by 200 Dwelling Units.
ARTICLE III
DISTRICT CREATION; REQUIRED SUBMITTALS
3.01 Consent to Creation of the District. The City acknowledges receipt of MK's
request, in accordance with Section 54.016 of the Texas Water Code, for creation of a municipal
utility district over the Land that may exercise all power granted by Chapters 49 and 54 of the
Texas Water Code, except as limited by this Agreement.
3.02 Reimbursement of City Costs and Expenses. As additional consideration for this
Agreement, MK shall pay to the City an amount equal to all applicable application fees, plus the
City's out-of-pocket costs, fees, and expenses (including but not limited to attorney's fees and
other professional service fees), incurred by the City in connection with the City's consent to
formation of the District, and negotiation and preparation of this Agreement and the Related
Agreements. All such costs, fees and expenses that were invoiced to MK prior to the date that this
Agreement is scheduled to be considered by City Council shall be paid in full to the City before
this Agreement is considered for approval by the City Council. All remaining or additional
amounts must be received by the City on or before the Effective Date. In addition, during the term
of this Agreement, MK or the District shall remit to the City within thirty (30) days after receipt
of request for same, payment for any additional fees, costs or expenses incurred by the City in the
administration or amendment of this Agreement or the Related Agreements.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 9 of 38
3.03 Execution of Agreements by the District. At its first organizational meeting, the
District's Board must approve this Agreement and cause same to be signed by a duly authorized
representative of the District. The District must return fully executed, certified copies of this
Agreement to the City Attorney within thirty (30) days after the date of the District's Board's first
organizational meeting.
3.04 Organizational Meeting of the District's Board. The organizational meeting of
the District's Board must be held within sixty (60) days after the District Confirmation Date.
3.05 Limit on Authority. Before the time that this Agreement is executed by the
District and returned to the City: (a) the District shall not issue Bonds and shall be prohibited from
taking any affirmative act to issue Bonds (other than actions customarily taken at District
organizational meetings to prepare for and call a confirmation and bond election); and (b) neither
MK nor any other developer shall enter into any agreements with the District or seek
reimbursement from the District for development of the Land.
3.06 Effect of Failure to Reimburse the City or to Timely Execute and/or Return
Documents to the City. Notwithstanding anything to the contrary in this Agreement or the
Related Agreements, this Agreement shall be void and have no force or effect if (i) the City has
not received reimbursement for its costs and expenses incurred prior to the Effective Date when
and in the amounts due under Section 3.02; or (ii) this Agreement is not executed by the District
and returned to the City Attorney within the timeframe stated in Section 3.03.
3.07 District Creation -Related Required Submittals to the City. Simultaneously with
the submission of the District creation petition to the TCEQ, MK shall submit to the City Attorney
the creation application and all supporting documents, including evidence that the land to be
included in the District has the same boundaries as the Land and is within the corporate limits of
the City, and the names, addresses, and a summary of qualifications for each person designated as
an initial director of the District, plus a developer resume, as required by TCEQ rules.
ARTICLE IV
DISSOLUTION; WITHDRAWAL OF CONSENT
4.01 Dissolution; Withdrawal of Consent. The City's consent to creation of the
District shall be deemed to be automatically withdrawn or the District dissolved, with no further
action by the City or MK if either of the following events occur:
(a) The TCEQ does not issue an order creating the District within twenty-four (24)
months after the date this Agreement is approved by the City Council; or
(b) The District has not held a confirmation election within twelve (12) months after
the District Confirmation Date.
4.02 Dissolution Prior to Retirement of Bonded Indebtedness. The City and the
District recognize that, as provided by the laws of the State of Texas, the City has the right to
abolish and dissolve the District and acquire the District's assets and assume the District's
obligations subject to the conditions described in this Agreement. Notwithstanding the foregoing,
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 10 of 38
the City agrees that it will not dissolve the District unless at least one of the following conditions
have been met: (i) water and wastewater facilities have been constructed capable of serving 90%
of the Land, and either MK has been reimbursed by the District to the maximum extent permitted
by the rules of the TCEQ or the City assumes any obligation for such reimbursement under TCEQ
rules; or (ii) the twentieth (20th) anniversary of the Effective Date of this Agreement.
ARTICLE V
LIMITATIONS ON AUTHORITY OF DISTRICT
5.01 Limit on Exercise of Eminent Domain Powers. The District is not authorized to
exercise the power of eminent domain to acquire any interest in property that is located outside the
boundaries of the Land except when such power is exercised after receiving and subject to the
express written consent of the City. Notwithstanding the generality of the foregoing, the City
hereby consents to use of eminent domain powers by the District to acquire land or easement rights
for the RR Blvd. Water Transmission Line, the SH 195 Water Line, and the Wastewater
Interceptor.
5.02 Road Powers. Road powers of the District shall be limited to right of way
acquisition, design, construction, and financing of the Collectors within the Collector Network
only, and shall not include the operation and maintenance of any roads, as the Land is inside the
corporate boundaries of the City and on Completion, the City shall own, operate, and maintain all
Transportation Improvements internal to the District (i.e., excluding those within the Ronald
Reagan Boulevard or SH 195 rights of way).
5.03 No Other Special Districts or Jurisdictions. In furtherance of the purposes of
this Agreement, MK and, when created, the District, on behalf of themselves and their respective
successors and assigns, covenant and agree that, except upon written consent of the City, none of
them shall: (1) seek or support any effort to incorporate the Land or any part of the Land, or seek
to include the Land or any part of the Land within the boundaries of any other special district,
assessment jurisdiction, other municipality, or any other incorporated entity other than the City; or
(2) sign, join in, associate with, assist with, or direct to be signed any petition seeking to
incorporate the Land or any part of the Land or seeking to include the Land or any part of the Land
within the boundaries of any other special district, assessment jurisdiction, other municipality, or
any other incorporated entity other than the City.
5.04 Other Contracts. The District shall not enter into any service contract with terms
that (a) would require the payment of termination fees; or (b) are not unilaterally terminable upon
sixty (60) days' notice or less.
ARTICLE VI
LIMITS ON ANNEXATION
6.01 By the District. The District agrees that it will not annex any land other than the
Land into its boundaries without the City's express written consent evidenced by a Resolution of
the City Council.
Consent Agreement — Woodside Municipal Utility District No. I
(Madison Tract) Page 11 of 38
ARTICLE VII
DEVELOPMENT GENERALLY; DEVELOPMENT RIGHTS
7.01 Development in Accordance with Land Plan and PUD Ordinance. The Land
shall be developed in accordance with the standards and requirements set forth in the Governing
Regulations. All changes to the PUD Ordinance will be subject to review and approval by the City
in accordance with the process set forth in the UDC and/or the PUD Ordinance.
7.02 Applicable Rules; Application of UDC. MK will be entitled to take advantage of
all rights conferred under Chapter 245, Texas Local Government Code, without forfeiting any
rights under this Agreement, except that as more particularly described in Section 7.07, MK will
comply with amendments to the UDC that govern condominium development that are adopted by
the City Council after November 22, 2021. The City will be entitled to enforce any exceptions to
or exemptions under Chapter 245, Texas Local Government Code, without forfeiting any rights
under this Agreement. Except for the vesting under Chapter 245, Texas Local Government Code
described in this Agreement, development within the Project shall comply with the development
regulations in effect at the time of application for each development permit. If there is any conflict
or inconsistency between the requirements of this Agreement and the UDC, the provisions of this
Agreement will control over such conflicting or inconsistent requirements, excluding only
exceptions or exemptions under Chapter 245, Texas Local Government Code.
7.03 Planned Unit Development. On even date herewith, the City Council has
approved the PUD Ordinance. A reference to the PUD Ordinance and this Agreement will be
included on the face of all plats and plans covering portions of the Land.
7.04 Architectural and Masonry Standards.
(a) Residential Development Areas. MK (i) shall incorporate into each Master
Covenant governing a Residential Development Area architectural and masonry standards that are
at least as stringent as the standards set forth on Exhibit J-1, (ii) shall require plans and
specifications for all construction within the Residential Development Areas to be submitted to
MK (or a person or persons designated by MK) to be reviewed for, among other things, violations
of such architectural and masonry standards, (iii) shall not approve plans and specifications for
improvements within the Residential Development Areas that violate any of the standards set forth
on Exhibit J-1, and (iv) shall notify the City if MK determines any builder within the Residential
Development Areas has built or is building improvements that violate the standards set forth on
Exhibit J-1. Each Master Covenant will provide that in addition to any enforcement rights of MK
with respect to violations of the Master Covenant, the City has the right to enforce "stop work"
orders or to withhold certificates of occupancy for improvements that violate the standards in
Exhibit J-1.
(b) Commercial Development Areas. As each Lot within the Commercial
Development Areas is developed and sold to an End Buyer, MK (i) shall impose against each such
Lot a restrictive covenant that, among other matters, requires the owner of such Lot to comply
with architectural and masonry standards that are at least as stringent as the architectural and
masonry standards set forth on Exhibit J-2, (ii) shall require plans and specifications for all
construction on such Lot to be submitted to MK (or a person or persons designated by MK) to be
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 12 of 38
reviewed for, among other things, violations of such architectural and masonry standards, (iii) shall
not approve plans and specifications for improvements upon such Lot that violate any of the
standards set forth on Exhibit J-2, and (iv) shall notify the City if MK determines any owner of a
such a Lot has built or is building improvements that violate the standards set forth on Exhibit J-
2. Each such restrictive covenant will provide that in addition to any enforcement rights of MK
with respect to violations of the restrictive covenant, the City has the right to enforce "stop work"
orders or to withhold certificates of occupancy for improvements that violate the standards in
Exhibit J-2.
(c) Landscaping and Fencing. All UDC landscape and fencing requirements shall
apply, except a masonry wall shall be constructed along each boundary of a Commercial
Development Area that abuts a Residential Development Area. The required masonry walls shall
be constructed of native stone, which shall be similar in color and quality to landscape walls within
the Project common areas, as described in the PUD, and shall be six feet (6') in height at finished
grade.
7.05 HOAs. Prior to the first sale of a Lot in the Active Adult Residential Area, MK
will record or cause to be recorded a Master Covenant covering the Active Adult Residential Area
that establishes the Active Adult HOA to own and maintain the Drainage Facilities within the
Active Adult Residential Area as described in Section 8.05. Prior to the first sale of a Lot in the
SF Detached Residential Area, MK will record or cause to be recorded a Master Covenant covering
the SF Detached Residential Area that establishes the SF Detached HOA to own and maintain the
Drainage Facilities within the SF Detached Residential Area as described in Section 8.05. Before
MK transfers control of the board of the SF Detached HOA to the End Buyers within the SF
Detached Residential Area, MK will cause the SF Detached HOA to enter into a Maintenance
Agreement with respect to the City Park and Primary Trails in substantially the form attached
hereto as Exhibit K. Until the later of (i) the date on which the assessments to be collected from
End Buyers by the SF Detached HOA produce sufficient funds to perform the obligations of the
SF Detached HOA under the Maintenance Agreement, and (ii) the date on which MK Completes
or causes Completion of construction of the Transportation Improvements (including associated
Trail Improvements), Utility Improvements, SH 195 Water Line, and City Park Improvements,
MK will be jointly and severally responsible for performing the SF Detached HOA's obligations
under the Maintenance Agreement.
7.06 Condominium Development. MK acknowledges that the City is in the process of
updating the condominium development standards and requirements including platting
requirements currently in the UDC and expects the updated provisions to be considered by the City
Council for adoption by January 1, 2025. Therefore, notwithstanding anything to the contrary in
this Agreement, MK agrees that it will not submit a preliminary plat application for condominium
development for any portion of the Land before the earlier of (i) the effective date of any
amendments to the condominium provisions of the UDC adopted by the City Council after the
Effective Date, or (ii) January 1, 2025. However, if the City does not adopt revisions to the UDC
that update the condominium development standards and requirements before January 1, 2025,
MK may submit preliminary plat applications for condominium development on the Land under
the UDC as in effect on November 22, 2021.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 13 of 38
ARTICLE VIII
WATER, WASTEWATER AND DRAINAGE FACILITIES AND SERVICES
8.01 City To Provide Retail Water and Wastewater Utility Services. The City
approves the Conceptual Utility Plan attached as Exhibit D as a conceptual generalization of the
Utility Improvements shown thereon; however, the Parties agree that Exhibit D is only conceptual
in nature and no title or field work has been performed, nor have easements been secured or
construction plans prepared, so final locations are subject to change. Subject to MK's Completion
of the SH 195 Water Line and the Utility Improvements in accordance with the Governing
Regulations, and acceptance of same by the City for ownership, operation and maintenance, the
City will be the sole provider of retail water and wastewater services within the District and will
provide water and wastewater service to customers within the District in the same manner and on
the same terms and conditions as the City provides service to other similarly situated retail
customers inside its corporate limits. Except as otherwise provided in this Agreement, the City's
standard water and wastewater rates, charges, and other fees, including engineering review and
inspection fees, which are applicable inside of the City's corporate limits will be applicable to
facilities constructed, connections made, and services provided within the District. The City's
impact fees will be applicable to development within the District. All fees, rates, and charges for
water and wastewater service will be billed and collected by the City, and are payable when due.
The District will not contract with any retail public utility other than the City for water or
wastewater services and will not provide any retail or wholesale water or wastewater services.
8.02 Service Level. Subject to the terms and conditions of this Agreement, the City
agrees and commits to provide water and wastewater service to the District at the same level as
provided to other similarly situated lands and customers in the City in the time and manner required
for the full build -out of the Project.
8.03 Responsibility for Design, Financing and Construction. Unless otherwise
specifically provided in this Agreement, MK, on behalf of the District, will design, finance,
construct, and convey to the City the SH 195 Water Line and the Utility Improvements required
to provide retail water and wastewater services to the District (the exact Utility Improvements will
be determined during the construction plan or final plat approval process). All Utility
Improvements and the SH 195 Water Line will be bid in accordance with the requirements
applicable to the District under the rules of the TCEQ and Chapters 49 and 54, Texas Water Code.
8.04 Design of Water and Wastewater Facilities; Points of Connection. The SH 195
Water Line and the Utility Improvements will be designed in accordance with the Governing
Regulations as well as any applicable regulations of other governmental entities with jurisdiction.
The plans and specifications for such facilities will be subject to review and approval by the City
prior to the commencement of construction, and the City will collect all applicable fees in
accordance with its policies and procedures, subject to the terms of this Agreement. The sizing and
routing of all such facilities will be consistent with the Conceptual Utility Plan attached as Exhibit
D or will be as established during the platting process. The initial points of connection for the
Wastewater Interceptor, RR Blvd. Water Transmission Line and SH 195 Water Line are generally
and conceptually shown on Exhibit D. All final points of connection to the City's water and
wastewater system will be subject to approval by the City.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 14 of 38
8.05 Drainage Facilities and Environmental Protection.
(a) All Drainage Facilities must be designed and construed to meet all
requirements of the Governing Regulations.
(b) Within 90 days of Completion of any Drainage Facilities in a Residential
Development Area, MK will convey such Drainage Facilities to the HOA
within whose boundaries the Drainage Facilities are located (or serve land
within) for ownership, operation and maintenance.
(c) Within 90 days of Completion of any shared Drainage Facilities in a
Commercial Development Area, MK will convey or cause to be conveyed
such Drainage Facilities to a property owners' association, End Buyer or
another party who assumes in writing responsibility for their ownership,
operation and maintenance. Any Drainage Facilities within a Commercial
Development Area that serve only one Lot will be maintained by the owner
of such Lot.
(d) The conveyances of the Drainage Facilities referenced in Section 8.05(a)
and Section 8.05(b) shall be subject to MK's right to reimbursement from
the District for the cost of such Drainage Facilities in accordance with
TCEQ rules. In that regard, if applicable law requires the District to own
the Drainage Facilities in order for such Drainage Facilities to be
reimbursable by the District, MK may convey ownership of the Drainage
Facilities to the District and the District will then license the Drainage
Facilities to the appropriate HOA, property owners' association, End Buyer
or other party for operation and maintenance.
(e) The City shall have no responsibility for maintaining any Drainage
Facilities on or serving the Land.
8.06 Conveyance to City; Ownership, Operation, and Maintenance. Upon
Completion of the SH 195 Water Line and each Utility Improvement, MK will promptly convey
those improvements and facilities to the City by instruments in Approved Form and at no cost to
the City, subject to the City's obligation to provide service to the Land as provided in this
Agreement and to MK's right to reimbursement from the District for the cost of applicable
improvements and facilities in accordance with TCEQ rules. Any failure of MK to timely convey
facilities as required in this Section 8.06 will constitute a default by MK under this Agreement
subject to the notice and cure provisions of Section 17.03. MK will also assign all contract rights,
warranties, guarantees, assurances of performance, and bonds related to the improvements and
facilities conveyed to the City, at no cost to the City and on forms approved by the City. The City
agrees that its acceptance of improvements and facilities and the related assignments will not be
unreasonably withheld, conditioned, or delayed as long as the improvements and facilities have
been constructed in accordance with the Governing Regulations and Completed, and all
outstanding "punch list" items have been resolved. Upon any such conveyance and acceptance,
the City agrees to operate and maintain such improvements and facilities to provide service to the
Land in accordance with this Agreement. Conveyance will not affect MK's right to reimbursement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 15 of 38
from the District for the cost of any facilities or capacity in facilities constructed or financed by
MK.
8.07 Availability of Service. The City agrees to provide water and wastewater service
as required for development of the Land consistently with the Governing Regulations, including
water service at flow rates and pressures sufficient to meet the minimum requirements of TCEQ
and provide fire flows at the same level of service as the City provides to other similarly situated
land and customers in the City. MK and the District agree that the City may use the SH 195 Water
Line and Utility Improvements to serve third parties, so long as such use does not impair the City's
commitment of and ability to provide water and wastewater service to the Project when required.
The City further agrees that, upon the payment of the City's impact fees as required by this
Agreement, the City will guarantee the District service from the City's water and wastewater utility
system for the Land as requested in accordance with this Agreement.
8.08 Fire Hydrants. The City will maintain any fire hydrants that are a part of the public
water system serving the Project and are conveyed to the City. The private restrictive covenants
described in Section 7.05(b) will require that, as to any privately -owned fire hydrants located
inside a Utility Easement dedicated to the City within a Commercial Development Area, such
hydrants will be owned, operated, and maintained by the owner of the Lot on which the hydrants
are located, and in accordance with the most recent national or international Fire Code adopted by
the City, including local amendments to such code. The City agrees to include a note on
construction plans within the Commercial Development Areas specifying that any fire hydrants on
a Lot must be owned and maintained by the Lot owner. The City will have no responsibility for
maintenance of privately -owned hydrants but may require the reservation of appropriate easements
on all Lots on which privately -owned fire hydrants will be located in order to assure access to the
fire hydrants for fire -fighting purposes.
8.09 No Master Metering. Service connections in the Residential Development Areas
shall be individually metered for each dwelling unit. Master metering (i.e., having one meter
measuring usage by multiple tenants in a structure) is prohibited.
ARTICLE IX
TRANSPORTATION IMPROVEMENTS
9.01 Transportation Improvements. The City approves the Conceptual Transportation
Plan attached as Exhibit E. MK agrees to acquire any required right of way for, and construct, at
no cost to the City, the Transportation Improvements described on Exhibit E and in Sections 9.02
and 9.03 in accordance with the Governing Regulations and requirements of other applicable
jurisdictions.
9.02 Turn Lanes. MK shall design and build, or cause to be designed and built, at no
cost to the City, (a) a right turn deceleration lane on Ronald Reagan Blvd. at the RR Intersection,
and (b) right turn lanes (deceleration and acceleration) on SH 195 at the SH 195 Intersection. The
right turn deceleration lane on Ronald Reagan Blvd. at the RR Intersection will be Completed
within one year after the Initial Section Acceptance Date. The right turn lanes on SH 195 will be
Completed within one year after the East Tract Initial Section Acceptance Date.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 16 of 38
9.03 Collector Network. Phasing of the Collector Network is described in Exhibit E
and in Section 11.01 (a) and (b). The timing for construction of Main Collector Phase 1 is set out
in Section 11.01(a). Main Collector Phase 2, Collector Phase 2, Collector Phase 3 and Main
Collector Phase 4 shall be constructed as provided in Section 11.01(b), but construction of Main
Collector Phase 5 (and any other phase of the Collector Network required in order to provide a
continuous connection over the Main Collector from Ronald Reagan Boulevard to SH 195) shall
commence no later than the issuance of 650 single family building permits combined between the
East Tract and West Tract. The intersection of Main Collector Phase 2 and Main Collector Phase
4 shall include a round -a -bout configuration. If Main Collector Phase 2 is constructed through the
intersection of Main Collector Phase 4 before Main Collector Phase 4 exists, the round -a -bout shall
be completely built with a stub out for the future Main Collector Phase 4.
9.04 Golf Cart Path. If approved by the Sun City Community Association, a golf cart
path shall be constructed between the southwestern -most portion of the Project and Section 24B
of Sun City.
9.05 Traffic Signal. MK shall design and build, or cause to be designed and built, at no
cost to the City, traffic signal improvements at either the RR Intersection or the SH 195
Intersection, as follows:
(a) With respect to the RR Intersection, after the West Tract Warrant Study Trigger
occurs, promptly after the City's request, MK will, at no cost to the City, perform
a Warrant Study of the RR Intersection, and with respect to the SH 195 Intersection,
after the East Tract Warrant Study Trigger occurs, promptly after the City's request,
MK will, at no cost to the City, perform a Warrant Study of the SH 195 Intersection.
(b) If either Warrant Study required under Section 9.03(a) of this Agreement indicates
traffic signal improvements are not then required for the RR Intersection or the SH
195 Intersection (as applicable), MK shall update the Warrant Study for such
intersection, and provide a copy of same to the City once every 365 days, until such
time, if any, as a Warrant Study indicates traffic signal improvements at such
intersection are "warranted" (i.e., determined to be necessary and required by
applying TxDOT regulations for determination of when signalization is required).
(c) If a Warrant Study obtained under Section 9.03(a) or (b) of this Agreement
indicates traffic signalization improvements either (i) are "warranted" at one, but
not both, of the RR Intersection or the SH 195 Intersection, or (ii) are "warranted"
at both the RR Intersection and the SH 195 Intersection, MK shall so notify the
City, and within 60 days after such notice, the City will notify MK as to which
intersection the City wishes to have a signal placed.
(d) Within 60 days after notice from the City to MK as to the City's selection of either
the RR Intersection or the SH 195 Intersection for construction of a signal (the
"Selected Intersection"), MK shall provide to the City (i) a description of any land
to be acquired by the City in order to install traffic signalization improvements at
the Selected Intersection, (ii) an appraiser's estimate of the cost to acquire such
land, and (iii) an engineer's cost estimate for the traffic signalization improvements
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 17 of 38
for the Selected Intersection (for purposes of this Agreement, such improvements
will be assumed to be substantially similar to those indicated as necessary by the
Warrant Study regardless of whether the Selected Intersection is the same
intersection identified in the Warrant Study as requiring a signal), together with
fiscal security for the City for any such land and the traffic signalization
improvements in the form set out in Exhibit I issued by an issuer with at least the
City's minimum acceptable rating established under the City's financial institution
rating system in effect and otherwise reasonably acceptable to the City with a
payment amount equal to the amount that is 125% of the amount set out in such
cost estimate.
(e) If MK has delivered fiscal security under Section 9.03(d) but the required traffic
signalization improvements for the Selected Intersection are not constructed within
I year after the date of the fiscal security held by the City, MK shall obtain and
submit to the City an updated engineer's cost estimate of any applicable land and
the traffic signalization improvements, and an updated fiscal security instrument in
favor of the City in the form set out in Exhibit I issued by an issuer with at least
the City's minimum acceptable rating established under the City's financial
institution rating system in effect and otherwise reasonably acceptable to the City
with a payment amount equal to the amount that is 125% of the amount set out in
such updated cost estimate. This process shall continue annually until the first to
occur of the following events: (1) the required traffic signalization improvements
are Completed at the Selected Intersection; or (2) an application for approval of the
last final plat for the Land is submitted to the City for approval.
(f) As between MK and the City, MK is responsible for paying the cost of and/or
building or causing to be built the traffic signalization improvements at the Selected
Intersection as required by this Agreement, including but not limited to, the cost of
obtaining any right of way required for such improvements; for clarity, MK's
obligations under this Section 9.03 are only as to the Selected Intersection, not both
the RR Intersection and the SH 195 Intersection.
(g) At any time when (i) a Warrant Study shows traffic signalization improvements at
the Selected Intersection are "warranted", (ii) the governmental entity with
jurisdiction over the Selected Intersection has approved installation of a traffic
signal at the Selected Intersection, and (iii) either (y) MK has not completed same
within 1 year after the satisfaction of the last of (i) and (ii) or (z) MK has submitted
to the City an application for approval of last final plat for the Land, the City may
give MK notice that if such improvements are not completed within 90 days after
the date of such notice, the City intends to use and/or draw on the fiscal security
held by the City under Section 9.03(d) or Section 9.03(e) and use such sums to
design and build the required traffic signalization improvements. Upon the City's
completion of the required traffic signalization improvements the City will return
any unused sums to MK.
(h) Notwithstanding the above, if the SH 195 Intersection is the Selected Intersection,
as an alternative to delivering fiscal security to the City as required under Section
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 18 of 38
9.03(d) or Section 9.03(e) after receipt of a Warrant Study that indicates
construction of traffic signalization improvements at the SH 195 Intersection is
"warranted," MK may deliver to the City: (i) an engineer's cost estimate approved
by TxDOT for the land and traffic signalization improvements TxDOT requires
MK to provide; and (ii) documentation that (a) TxDOT and MK have entered into
a contract pursuant to which MK will acquire the land for, and design and construct
the applicable traffic signalization improvements; and (b) MK has deposited with
TxDOT all funds (if any) required under that contract. If MK delivers the items
described in the prior sentence to the City after MK has posted fiscal with the City
under Section 9.03(d) or Section 9.03(e), the City will return the fiscal security to
MK.
(i) If MK submits an application for approval of last final plat for the Land to the City
before a Warrant Study indicates that traffic signalization improvements are
"warranted" at either the RR Intersection or the SH 195 Intersection (i.e., before
any fiscal security has been posted by MK with the City under Section 9.03(d) or
Section 9.03(e)), then prior to and as a condition of the City's approval of said plat,
MK shall pay to the City an amount that is 110% of a current (i.e., not older than 6
months) engineer's estimate of probable cost of the land and traffic signalization
improvements in full satisfaction of MK's obligations under this Section 9.03.
9.06 Transportation Impact Fees. Notwithstanding anything in the City Code or
elsewhere in this Agreement to the contrary, MK agrees, with respect to development within the
High Density MF Development Area only, that at the time building permits are issued within the
High Density MF Development Area, Transportation Impact Fees shall be assessed and collected
as follows: (a) until the High Density MF Development Area is included in a Service Area, MK
shall pay Transportation Impact Fees for development within the High Density MF Development
Area in the amount shown on Schedule 12.46.070(b)(2) of the City Code in the row labeled "Sun
City;" and (b) after the High Density MF Development Area is included in a Service Area, MK
shall pay Transportation Impact Fees for development within the High Density MF Development
Area in the amount shown on a revised Schedule 12.46.070(b)(2) of the City Code for the Service
Area(s) in which the High Density MF Development Area is included. No other Transportation
Impact Fees will be assessed against development in other portions of the Land. As additional
consideration for being relieved of obligations related to the intersection for which no traffic signal
improvements will be provided or financed, MK hereby waives all rights to credits under Chapter
12.46 of the City Code to which may have been entitled with respect to the High Density MF
Development Area. This Section constitutes an agreement between the City and MK under Tex.
Local Gov't Code § 395.018.
9.07 Oak Branch Drive. Notwithstanding any Governing Regulations to the contrary,
the Project shall not connect to Oak Branch Drive and the City will grant variances to the
connectivity and other provisions of the Governing Regulations as necessary to allow the Project
to comply with this Section 9.07.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 19 of 38
ARTICLE X
EASEMENTS
10.01 Location Requirements.
(a) SH 195 Water Line. The SH 195 Water Line must be constructed and placed within
the Water Transmission Line Easement, in locations acceptable to the City, in the City's sole
discretion.
(b) Utilily Improvements. All Utility Improvements other than the RR Blvd. Water
Transmission Line and the Wastewater Interceptor may be placed in the public right-of-way. The
RR Blvd. Water Transmission Line and the Wastewater Interceptor must be built within Utility
Easements in locations acceptable to the City, in the City's sole discretion. With regard to the RR
Blvd. Water Transmission Line, if authorized in writing by Williamson County, and if at no cost
to the City, a portion of the Utility Easement for the RR Blvd. Water Transmission Line may be
located within the right of way for Ronald Reagan Boulevard adjacent to the land owned by
Williamson County and designated on the Land Use Plan as "Williamson County Out Parcel
Environmental Feature", and the remainder shall be built within Utility Easements. If Williamson
County does not grant its written approval for such placement of the RR Blvd. Water Transmission
Line in the right of way for Ronald Reagan Blvd. in the area described in the preceding sentence,
the RR Blvd. Water Transmission Line shall be placed in a Utility Easement, in a location
acceptable to the City, in the City's sole discretion.
(c) Conceptual Utility_Plan. Notwithstanding that the locations of the Water
Transmission Line Easement and Utility Easements are at the City's sole discretion, such
easements shall be located generally where shown on the Conceptual Utility Plan attached as
Exhibit D; however, Exhibit D is intended for illustrative purposes only and is not based on field
or title work; therefore, the specific locations of the easements for the RR Blvd. Water
Transmission Line, the Wastewater Interceptor, and the SH 195 Water Line will be as determined
by the City during the City's review and approval of construction plans for same.
(d) Sidewalk Easements. Locations of Sidewalk Easements will be determined in
connection with the review and approval of the Primary Trails, as described in the City Parkland
Agreement and referenced in Section 12.02.
10.02 Dedication Documentation; Conveyance; Approved Form. All easements shall
be conveyed to the City prior to and as a condition of the City's approval of a final plat for any
portion of the Land where such easements are located, or to be located. Any easements located
outside of the Land shall be conveyed to the City prior to and as a condition of the City's approval
construction plans for the public improvement to be placed in such easement. At least sixty (60)
days prior to the deadline for conveying an easement to the City, MK will provide, or cause to be
provided, the applicable Dedication Documentation to the City. All easements conveyed to the
City must be in Approved Form, as confirmed by the City Attorney. The City Attorney's
confirmation must be evidenced by the City Attorney's signature on the easement instrument. The
City is not required to accept conveyances of easements that are not on the appropriate Approved
Form or assignments of private easements.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 20 of 38
10.03 Ownership and Liens. If the Dedication Documentation includes an ownership
and lien affidavit and the affidavit shows a lien or other monetary encumbrance which affects and
encumbers all or any portion of the area within the applicable easement, MK shall cause the holder
of such lien or encumbrance to subordinate such lien or other monetary encumbrance to the
applicable easement as per the applicable Approved Form.
10.04 Costs. The costs incurred to convey easements, and to grant Licenses to Encroach
(including costs of acquisition, recording, and preparation of the Dedication Documentation and
costs of issuing title policies required by this Agreement) are the responsibility of MK.
10.05 Title Policies. If the Dedication Documentation for an easement includes a title
commitment, MK will provide title insurance for the easement using the values stated in the
definition of Dedication Documentation and will cause the subordination of any liens or monetary
encumbrances reflected on the commitment before the easement is granted to the City. Only the
standard pre-printed exceptions, and those of the Permitted Exceptions that apply to easement area
will be reflected on a title policy.
10.06 Access Easements. If no public road exists providing access to a Utility Easement
or a Water Transmission Line Easement when the applicable easement is granted, MK shall grant,
or cause to be granted, an Access Easement, in a location and of a size determined by the City
during the City's review and approval of construction plans and final plats, sufficient to allow the
City and its authorized agents to access the applicable improvement until such time as a public
road providing such access is Complete. Each Access Easement will terminate as each portion
thereof is included within an easement or right of way shown on a recorded plat.
10.07 Licenses to Encroach. MK may request Licenses to Encroach under Section 3.21
of the UDC to allow crossings of Utility Easements, Water Transmission Line Easement or other
exclusive City easements. Each License to Encroach will be in Approved Form.
ARTICLE XI
CONSTRUCTION
11.01 Construction Timing.
(a) RR Blvd Water Transmission Line, Wastewater Interceptor. RR Intersection and
Main Collector Phase 1. The RR Blvd. Water Transmission Line, the Wastewater Interceptor, the
RR Intersection and the Main Collector Phase 1 must be Completed before, and as a condition of,
receiving the City's approval of and recordation of the first final plat for any portion of the Land
(excluding any plat that is limited to Transportation Improvements and/or Utility Improvements).
(b) SH 195 Water Line Remaining Uti1ijy Improvements and Remaining
Transl2ortation Improvements. The SH 195 Water Line and the remaining Transportation
Improvements (i.e., those Transportation Improvements other than the Main Collector Phase 1 and
the RR Intersection) and the remaining Utility Improvements (i.e., those Utility Improvements
other than the RR Blvd. Water Transmission Line and the Wastewater Interceptor) may be
constructed in phases determined by the City during review of construction plans and final plat
applications.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 21 of 38
(c) Cam letion Re Mired Before Initial Final Plat -Approval. Posting of fiscal security
for the RR Blvd. Water Transmission Line, the Wastewater Interceptor, the RR Intersection or the
Main Collector Phase 1, in lieu of Completion of construction of same, shall not require the City
to approve, or allow MK to record, the first final plat for any portion of the Land.
11.02 Extension. Utility Improvements and Transportation Improvements, unless
otherwise described in the PUD land use plan, must be extended through each tract within the Land
that is being developed so as to provide one or more connection points at the boundary of any
adjacent, undeveloped tract within the Land sufficient to allow service to be extended in an orderly
and consistent manner to the adjoining land at the time it is developed. Extension of Twin Cedar
Drive and Roble Roja Drive shall not take place until Main Collector Phase 5 is constructed and
open to traffic.
11.03 Effect of Land Sale. If MK sells any tract out of the Land prior to either (a)
recording a final subdivision plat covering such tract, (b) dedicating over the tract of Land being
so conveyed any easement required to extend the Wastewater Interceptor, RR Blvd. Water
Transmission Line, and/or SH 195 Water Line through that tract, or (c) having entered into an
agreement with the purchaser of the tract under which the purchaser agrees to dedicate any such
easement(s), MK will, prior to the closing of such sale, convey the easement(s) in question to the
City. If MK conveys any tract in violation of this provision, the City, at its sole discretion, may
withhold water and wastewater service to that tract until the required easement is conveyed or may
pursue any other remedy available to the City for a default by MK under this Agreement.
ARTICLE XII
PARKLAND IMPROVEMENTS
12.01 Passive Park. MK will improve the Passive Park and dedicate the Passive Park (or
cause the Passive Park to be dedicated) to the County at the time and in the manner described in
the Passive Park Agreement.
12.02 Primary Trails. MK will design and build the Primary Trails and the Trail
Improvements, will dedicate each phase of the Primary Trails to the City upon completion of the
Trail Improvements therein (partially through dedication of the applicable Collector by recording
of the final subdivision plats and partially through delivery of the Sidewalk Easements) and will
convey the Trail Improvements to the City, all as more particularly described in the City Parkland
Agreement. The Trail Improvements will be built in phases concurrently with the construction of
the corresponding phase of the Collector immediately adjacent to the applicable Primary Trail.
12.03 HOA Park. MK will design and build within the HOA Park, improvements costing
no less than $250,000.00, consisting of any one or more of benches, picnic tables, cooking grills,
playscapes, active areas for unorganized play and practice, pavilions, trails, trail access, landscape
enhancements or restrooms, which improvements will be located in an area of the HOA Park open
to the general public (not only residents of the Project). MK will submit a site plan showing the
proposed improvements for the HOA Park and a description of same to the City Planning
Department at the time of submittal to the City of an application for a preliminary plat that includes
the HOA Park.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 22 of 38
12.04 Cily Park. MK will design and build the City Park Improvements for the City Park
as described in the City Parkland Agreement, will deliver the Dedication Documentation required
to dedicate the City Park to the City and will convey the City Park Improvements to the City. MK
will begin construction of the City Park Improvements within ninety (90) days after recording of
the first final plat of the Project that contains land abutting the City Park, and will complete all
City Park Improvements, and deliver the Dedication Documentation for the City Park to the City,
within one (1) year after beginning construction of the City Park Improvements. MK will receive
parkland credit from the City for the City Park for the SF Detached Residential Area equal to 5.5
acres.
12.05 Other Residential Areas. The parkland credit described in Section 12.04 above is
allocated to the SF Detached Residential Area. The Active Adult Residential Area and the multi-
family portions of the Project will comply separately with the parkland provisions of the UDC.
ARTICLE XIII
OTHER SERVICES
13.01 Garbage Services. Garbage pick-up services shall be provided by the City's solid
waste services provider, and customers located within the District shall be subject to the terms of
City Code Section 13.04.180, as the same may be amended by the City Council from time to time
in its sole discretion.
13.02 Police, Fire, and EMS Services. The City will provide police, fire, and EMS
services to the District on the same basis and the same levels of service that it provides to similar
areas of the City. For each Lot on the Property, a Fire SIP fee of $630 shall be due and payable to
the City at the time of application for a building permit. The City agrees that it shall use the Fire
SIP Fees only for the purposes of providing fire and EMS services (including facilities, equipment
and personnel).
13.03 Public Improvements. MK and/or the District shall construct the SH 195 Water
Line, the Utility Improvements, the Transportation Improvements (including associated Primary
Trails and Trail Improvements), the City Park Improvements, and any improvements required
under the Related Agreements, in accordance with the Governing Regulations. MK and/or the
District shall be solely responsible for obtaining all easements necessary for the construction of
same, at no cost to the City and in Approved Form, and in compliance with the terms and
conditions of this Agreement. The City agrees to operate and maintain the SH 195 Water Line the
Utility Improvements, the Transportation Improvements (including associated Primary Trails and
Trail Improvements), and the City Park Improvements after each is Completed and the Completion
Documentation is delivered to the City. All revenues generated from the operation of the water
and sewer system by the City shall remain with the City.
13.04 No Additional Fees. Except as provided otherwise in this Agreement, the City
shall not impose or charge any additional fee or charge on the residents or property owners on the
Land unless such fee or charge is imposed or charged on similarly classified property owners by
the City and such fee or charge is equal to or less than the fee or charge imposed on similarly
classified property owners.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 23 of 38
ARTICLE XIV
DISTRICT BONDS, TAXES AND FEES
14.01 Issuance of Bonds and Bond Limit Amount. The District may issue Bonds up to
a total of EIGHTY MILLION DOLLARS ($80,000,000) (the "Bond Limit Amount") as
permitted by Section 13.10 of the UDC, this Agreement, and other applicable law, as this
Agreement and such other applicable law may be amended from time to time. In the event of
conflict between Section 13.10 of the UDC and this Agreement, this Agreement shall control.
More specifically, the District is authorized to issue Bonds up to the Bond Limit Amount for the
construction, design, acquisition, repair, extension, or improvement of water, wastewater, roads,
and stormwater management and drainage facilities, as well as parks, trails, and recreational
facilities, as may be limited in the case of roads by Section 5.02. The District shall not issue Bonds
that do not meet the requirements of this Agreement without the prior approval of the City Council.
The District shall not issue any Bonds until the District has executed this Agreement and delivered
evidence of same to the Parties as required by this Agreement.
14.02 Taxes and Tax Rate Limit. In consideration of the City's consent to the creation
of the District, the District agrees that any TCEQ order approving a Bond issue (or the
accompanying staff memorandum) must contain a finding, made in accordance with the TCEQ's
then -existing rules, that it is feasible to sell the Bonds and maintain a projected total tax rate for
the District (inclusive of both the debt service portion and the operation and maintenance portion)
of not more than $0.55 per $100 in assessed valuation (the "Tax Rate Limit"). The foregoing
shall not be construed as a limitation on the District's authority to levy an unlimited tax rate, it
being understood and acknowledged that the District's Bonds shall be payable from and secured
by a pledge of the proceeds of an ad valorem tax, without legal limit as to rate or amount. It is
agreed by the Parties that the Tax Rate Limit is sufficient to accomplish the purposes of this
Agreement and the Related Agreements, and that MK and the District have voluntarily agreed to
the Tax Rate Limit. The District agrees to adopt its annual tax rate in compliance with the legal
requirements applicable to municipal utility districts and this Agreement, to report the tax rate set
by the District each year to the District's tax assessor -collector, and to perform all acts required by
law for its tax rate to be effective. The District shall maintain all debt service tax revenues in a
separate account or accounts from the District's general operating funds. The District shall also
require that its bookkeeper provide an accounting allocation of the debt service fund amount for
the various categories of bonded facilities in order to simplify the City's internal allocation of the
debt service fund.
14.03 Bond Requirements. The District shall obtain all necessary authorizations for
Bonds in accordance with this Agreement and with Section 13.10 of the UDC. To the extent of a
conflict with Section 13.10 of the UDC, the terms of this Agreement shall control. All Bonds
issued by a District must comply with the following requirements:
(a) Have a maximum maturity of twenty-five (25) years from the date of issuance for
any one series of Bonds; and
(b) Have an interest rate that does not exceed two percent (2%) above the highest
average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 24 of 38
Index" during the one -month period immediately preceding the date that the notice
of sale of such Bonds is given; and
(c) Expressly provide that the District shall reserve the right to redeem Bonds at any
time beginning not later than the tenth (loth) anniversary of the date of issuance,
without premium; no variable rate Bonds shall be issued by a District; and
(d) Any refunding Bonds of a District must provide for a minimum of three percent
(3%) present value savings, and, further, must provide that the latest maturity of the
refunding Bonds may not extend beyond the latest maturity of the refunded Bonds;
and
(e) The latest Bond issuance date for the District shall be the date that is ten (10) years
after the date of the First Bond Issuance Date.
14.04 Certifications and Notice. At least thirty (30) days before submission of an
application for issuance of Bonds to the TCEQ or the Attorney General, whichever occurs first,
the District shall provide to the City Secretary, City Manager and City Director of Finance and
Administration:
(a) The written certification of (i) the District's financial advisor that the Bonds are
being issued within the then -current economic feasibility guidelines established by
the TCEQ for districts in Williamson County (with respect to Bonds subject to
TCEQ regulation) and in conformity with this Agreement; (ii) the District that
neither MK and nor the District are in breach of this Agreement, and (iii) MK that
MK is not in breach of the City Parkland Agreement.
(b) A notice (a "Bond Issue Notice") containing (a) the amount of Bonds being
proposed for issuance; (b) a general description (to include, at a minimum, the name
of each project being reimbursed) of the projects to be funded and/or the Bonds to
be refunded by such Bonds; (c) the proposed debt service of the District, and (d)
the District's tax rate after the issuance of the Bonds.
As to the above certifications and any other matter required by this Article to be certified in writing,
MK and the District hereby represent and warrant that every statement in any certification shall be
true and correct in all material respects and that the person signing the certification will have been
given the requisite authority to do so on behalf of MK or the District. If the District is not required
to obtain TCEQ or Attorney General approval of the issuance of the Bonds, the District shall
deliver such certifications and Bond Issue Notice to the City Secretary, City Manager and City
Director of Finance and Administration at least sixty (60) days prior to the issuance of Bonds,
except for refunding Bonds.
14.05 Bond Objections. The City shall have a period of sixty (60) days after receiving
the last of the certifications and Bond Issue Notice required by Section 14.04 within which to
object to the Bonds. The only basis for an objection by the City to a proposed Bond issue shall be
that MK or the District is in default of a provision of the consent resolution for the District, this
Agreement or a Related Agreement, which default was not timely cured or remains uncured at the
time of the City's receipt of the last of the certifications and Bond Issue Notice required by Section
14.04. If the City objects to a proposed Bond issue ("City Objection"), such an objection (a) shall
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 25 of 38
be in writing, (b) shall be given to the District, (c) shall be signed by the City Manager or the City
Manager's designee, and (d) shall specifically identify the party in default and the provision(s) in
the consent resolution, this Agreement or the Related Agreement as to which the District or MK
is in default. It shall not be a basis for a City Objection that the City disagrees with the District's
financial advisor as to the financial feasibility of the Bonds so long as the proposed Bonds are
approved by the TCEQ, if required, and the Texas Attorney General. In the event a City Objection
is timely given to the District with respect to a specific Bond issue, the City and the District shall
cooperate to resolve the City Objection within a reasonable time, and the Bonds to which the City
Objection applies shall not be issued until the City Objection has been cured or waived in writing
by the City Council. The District hereby agrees that it shall not pay proceeds from the Bonds to
MK until the breach is cured, as more particularly provided in Section 17.03.
14.06 Official Statements. Within thirty (30) days after the District closes the sale of
each series of Bonds, the District shall deliver to the City Secretary, City Manager and the City
Director of Finance and Administration a copy of the final official statement for such series of the
Bonds, at no cost to the City.
14.07 Reporting. The District shall: (a) send a copy of each order or other action setting
an ad valorem tax rate to the City Secretary, City Manager and City Director of Finance and
Administration within thirty (30) days after the District adopts the rate; (b) send a copy of each
annual audit to the City Secretary, City Manager and City Director of Finance and Administration;
and (c) provide copies of any material event notices filed under applicable federal securities laws
or regulations to the City Secretary, City Manager and City Director of Finance and Administration
within thirty (30) days after filing such notices with the applicable federal agency.
14.08 Reimbursement Agreements. In addition to the limitations on Bond issuance set
forth elsewhere in this Agreement, the District agrees not to issue Bonds, except for refunding
Bonds, after the tenth (1 Oth) anniversary of the date of the first issuance of bonds by the District,
even if there are costs and expenses that would otherwise be eligible to be reimbursed to MK or a
qualified developer by the District pursuant to the rules and regulations of the TCEQ or other
applicable laws after said date. The District and MK expressly and irrevocably waive any claims
against the City for repayment after such 10t' anniversary of such expenses on behalf of themselves
and any subsequent owner or developer of the Land.
14.09 District Fees. The District agrees that the City will be exempt from, and will not
be assessed, any District fees.
ARTICLE XV
REPORTING
15.01 District Information to be Provided to the City. The District shall provide a
copy of the following documents to the City Secretary, City Manager, and City Director of Finance
and Administration in the manner provided in Section 19.02 of this Agreement:
(a) Agendas. A copy of the agenda for each meeting concurrently with its posting per
the Texas Open Meetings Act.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 26 of 38
(b) Minutes. A copy of the minutes for each meeting of the District's Board and any
committees or subcommittees created by the District's Board within fifteen (15) days after the date
said minutes are approved by the District's Board, committee or subcommittee, as applicable.
(c) Tax Rate. A copy of each order or other action setting an ad valorem tax rate
within thirty (30) days after the date said order is approved by the District's Board.
(d) Budgets. A copy of the District's budget for each fiscal year, and any budget
amendments, within fifteen (15) days after the date of approval by the District's Board.
15.02 Financial Dormancy Affidavit. The District shall file a copy of its annual
financial dormancy affidavit, annual financial report, or annual audit of its debt service and general
fund accounts, whichever is required under the Texas Water Code, with the City Secretary, City
Manager, and City's Director of Finance and Administration, within fifteen (15) days after the date
of approval of each by the District's Board. All audits must be performed by an independent
certified public accountant with experience in municipal utility district matters.
15.03 Other Documents. The District shall provide copies of any other material event
notice filed under applicable federal securities laws or regulations within thirty (30) days after the
date of filing same with the applicable federal agency.
15.04 No Material Default. Failure to provide notice and reports to the City under this
Article neither constitutes a material default under this Agreement nor constitutes a basis of a City
Objection to Bond issuance under Section 14.05.
15.05 Annual Reports. Before February 1 of each year, the District shall submit a report
to the City that includes records indicating the number of single family building permits issued
during the previous calendar year, split between the west tract and east tract, and show which
requirements in this agreement were triggered in the previous calendar year and how the
requirements were satisfied.
ARTICLE XVI
AUTHORITY, PURPOSE AND REQUIRED NOTICES
16.01 Authority. This Agreement is entered into under the statutory authority of Section
54.016 of the Texas Water Code.
16.02 Purpose. The Parties acknowledge and agree that the creation of the District and
the City's consent thereto are for purposes that include promoting the orderly development of the
Land.
16.03 Notice. Within sixty (60) days after the District Confirmation Date, the District
shall file in the real property records of Williamson County a notice in the form required by Section
49.452 of the Texas Water Code.
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 27 of 38
ARTICLE XVII
TERM, ASSIGNMENT AND REMEDIES
17.01 Term. This Agreement shall be effective from the Effective Date and shall
continue in effect as to the District and MK until the District is dissolved and its obligations are
fully assumed by the City, in the City's sole election, or until terminated in writing by the mutual
agreement of the City, the District and MK.
17.02 Assignment.
(a) The City may only assign this Agreement with the written consent of MK or MK's
Authorized Assignee or Assignee (but only if MK or the Authorized Assignee or Assignee, as
applicable, then owns developable portions of the Land affected by the assignment), and the
District. For clarity, as to MK, an Authorized Assignee or an Assignee, such party's consent is
only required if that party owns developable portions of the Land affected by the assignment as of
the time of such assignment.
(b) The District may only assign this Agreement with the written consent of the City
and MK or MK's Authorized Assignee or Assignee (but only if MK or the Authorized Assignee
or Assignee, as applicable, then owns developable portions of the Land affected by the
assignment). For clarity, as to MK, an Authorized Assignee or an Assignee, such party's consent
is only required if that party owns developable portions of the Land affected by the assignment as
of the time of such assignment.
(c) MK may assign this Agreement (i) to the Authorized Assignee as provided in
Section 17.02(c)(1), or (ii) pursuant to Section 17.02(c)(2), and not otherwise.
(1) MK may assign this Agreement to an Authorized Assignee if the
assignment is in connection with transfers of all or portions of the Land to the
Authorized Assignee, either by a single assignment or through one or more partial
assignments, in each instance without the prior written consent of the City or the
District. Any such assignment by MK to an Authorized Assignee must be
accompanied by a conveyance by MK to the Authorized Assignee of MK's interest
in this Agreement as to the portion of the Land so conveyed, and of MK's interest
in any Related Agreement if the Passive Park, Primary Trails or City Park is
included in the land conveyed. A copy of any such assignment must be delivered
to the City and the District within 15 days after execution.
(2) Except as set out in Section 17.02(c)(1), the rights and obligations
of MK under this Agreement may only be assigned by MK in accordance with the
provisions of this Section 17.02(c)(2). MK may from time to time assign this
Agreement, in whole or in part, and including any obligation, right, title or interest
of MK under this Agreement: (i) to the District (after the District Confirmation
Date) or (ii) to a third party (an "Assignee"), provided that as to any such
assignment the following conditions are satisfied:
A. The City has given its written consent to allow the Assignee
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(Madison Tract) Page 28 of 38
or District (as applicable) to concurrently assume all obligations of MK
under this Agreement as to the portion of the Land conveyed to the Assignee
or to the District (directly or as security for financing);
B. If to an Assignee and not the District, the Assignee either is
a successor owner of all or any part of the Land or is a lender to a successor
owner of all or any part of the Land;
C. If to an Assignee and not the District, the Assignee has a
contractual right to be reimbursed from Bonds (or has a lien or other security
interest in such reimbursements);
D. the assignment is in writing executed by MK, the Assignee,
and the City;
E. the Assignee expressly assumes in the assignment all
assigned obligations and expressly agrees in the assignment to observe,
perform, and be bound by this Agreement to the extent this Agreement
relates to the obligations, rights, titles, or interests assigned;
F. MK is then in compliance with all terms and conditions of
the Related Agreements and this Agreement; and
G. a copy of the executed assignment is provided to all Parties
within 15 days after execution.
Provided all of the foregoing conditions are satisfied, from and after the date an assignment is
executed by MK and the Authorized Assignee, District or Assignee, the City agrees to look solely
to the Authorized Assignee, District or Assignee for the performance of all obligations assigned to
such Authorized Assignee, District or Assignee and agrees that MK shall be released from
performing the assigned obligations and from any liability that results from the Authorized
Assignee's, District's or Assignee's failure to perform the assigned obligations. No assignment
by MK shall release MK from any liability that resulted from an act or omission by MK that
occurred prior to the effective date of the assignment. MK shall maintain written records of all
assignments made by it (including, for each Authorized Assignee or Assignee, the notice
information required by this Agreement and a copy of each executed assignment) and, upon written
request from any Party, Authorized Assignee, or Assignee, shall provide a copy of such records to
the requesting person or entity.
(d) MK may assign all or part of its rights or delegate all or part of its maintenance
obligations relating to the Passive Park, HOA Park, Primary Trails, City Park, Sidewalk
Easements, Architectural and Masonry Standards, and Drainage Facilities to the SF Detached
HOA, on demonstrating to the City's reasonable satisfaction that the SF Detached HOA has
sufficient funds, and ongoing funding mechanisms, to perform the delegated obligations
(e) All assignments by MK to an Assignee or Authorized Assignee relating to
developable portions of Land in the District are subject to the assignment by MK, Assignee, and
Authorized Assignee of their reimbursement rights for Bonds issued in the District.
Consent Agreement — Woodside Municipal Utility District No. 1
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(f) Any assignment or attempted assignment by a Party that is not in conformance with
this Section 17.02 is void and shall have no force or effect.
(g) It is specifically intended that this Agreement, and all terms, conditions and
covenants herein, shall survive a transfer, conveyance, or assignment occasioned by the exercise
of foreclosure of lien rights by a creditor or a Party, whether judicial or non judicial. This
Agreement shall be binding upon and inure to the benefit of the Parties and their respective
successors and permitted assignees.
(h) This Agreement is not binding on and does not create any encumbrance to title as
to, any End Buyer except each End Buyer must comply, at a minimum, with the architectural and
masonry standards set out on Exhibit J-1 or Exhibit J-2, as applicable.
(i) From time to time upon written request by any seller or purchaser of land within
the Property, MK, the District, or any lender or prospective lender of MK or their respective
prospective assignees, the City shall execute a written estoppel certificate to such person stating,
if true, that the City has not given or received any written notices alleging any events of default
under this Agreement.
17.03 Remedies. In the event of default by any Party (a "Defaulting Party"), any non -
defaulting Party may give the Defaulting Party written notice specifying the default (a "Default
Notice"). If the Defaulting Party fails to fully cure any default that can be cured by the payment
of money ("Monetary Default") within thirty (30) days after receipt of the Default Notice, or fails
to commence the cure of any default specified in the Default Notice that is not a Monetary Default
within thirty (30) days of the date of the Default Notice and complete such cure within ninety (90)
days (or such longer period as the other Party may agree is reasonable), then the other Party(ies)
shall be entitled to a proper writ issued by a court of competent jurisdiction compelling and
requiring the Defaulting Party to observe and perform the covenants, obligations and conditions
described in this Agreement. If MK is the Defaulting Party, (i) the District may not pay proceeds
from Bonds to MK until MK has cured the default but instead such District shall retain all such
proceeds payable to MK pending cure, (ii) the City shall have all rights to enjoin the payment of
Bond proceeds to MK until the default or breach is cured, and (iii) MK shall not enter into any
agreements with the District or seek reimbursement from the District for any expenses incurred in
connection with the District or the development of the Land until the default or breach has been
cured.
17.04 Cooperation.
(a) The Parties agree to execute such further documents or instruments as may be
necessary to evidence their agreements hereunder.
(b) MK covenants to cause the District to approve, execute, and deliver to the City a
signed copy of this Agreement within the timeframe specified in Section 3.04.
(c) In the event of any third party lawsuit or other claim relating to the validity of this
Agreement or a Related Agreement, or any actions taken thereunder, the Parties agree to cooperate
in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or
Consent Agreement — Woodside Municipal Utility District No. I
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claim without diminution in their respective rights and obligations under this Agreement or a
Related Agreement.
ARTICLE XVIII
VESTING OF RIGHTS
18.01 Vesting of Rights. For all purposes of Chapters 43 or 245 of the Texas Local Gov.
Code, MK filed the first "permit" (defined in Texas Local Gov. Code §245.001(1)) for the Project
with the City on November 22, 2021, so that each application for permits for the development,
construction or operation of the Project shall be considered by the City under the provisions of the
UDC; subject, however, to the provisions of Texas Local Gov. Code §245.004 (which sets out
specific exemptions to the application of Chapter 245 of the Texas Local Government Code).
Except as expressly stated in this Agreement, MK does not, by entering into this Agreement, waive
(and MK expressly reserves) any rights MK may now or hereafter have with respect to any claim
of "Vested" or "Protected" development or other property rights arising from Chapters 43 or 245,
Texas Local Gov. Code, as amended, or otherwise arising from common law or other state or
federal laws. Except as expressly stated in this Agreement, the City does not, by entering into this
Agreement, waive (and the City expressly reserves) any rights the City may now or hereafter have
with respect to any claim pertaining to "Vested" or "Protected" development or other property
rights arising from Chapters 43 or 245, Texas Local Gov. Code, as amended, or otherwise arising
from common law or other state or federal laws.
18.02 Right to Continue Development. In consideration of MK's agreements
hereunder, the City agrees that it will not, during the term of this Agreement, impose or attempt to
impose: (a) any moratorium on building or development within the Project or (b) any land use or
development regulation that limits the rate or timing of land use approvals, whether affecting
preliminary plats, final plats, site plans, building permits, certificates of occupancy or other
necessary approvals, within the Project. The preceding sentence does not apply to temporary
moratoriums adopted in accordance with Subchapter E of Local Government Code Chapter 212
due to an emergency constituting a threat to the public health or safety, provided that such
moratorium will continue only during the duration of the emergency.
ARTICLE XIX
MISCELLANEOUS PROVISIONS
19.01 Filings. The Parties agree that, for the purposes of Chapter 212 of the Texas Local
Government Code, a plan or plat for all or any part of the Land is deemed to be filed when the
application for said plat or plan includes all information required by, and is in compliance with,
applicable law.
19.02 Notice. All notices, requests or other communications required or permitted by this
Agreement shall be in writing and shall be sent by (i) by overnight courier or hand delivery, or (ii)
certified mail, postage prepaid, return receipt requested, and addressed to the Parties at the
following addresses, or to such other address as a Party may from time to time designate by giving
notice in writing to the other Parties:
CITY: City of Georgetown
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 31 of 38
City Manager
808 Martin Luther King Street
Georgetown, Texas 78726
or
P.O. Box 409 Georgetown, Texas 78627
Attn: City Manager
with copies to: City of Georgetown
City Attorney
809 Martin Luther King Street
Georgetown, Texas 78726
or
P.O. Box 409 Georgetown, Texas 78627
Attn: City Attorney
MK: MK Madison, LP
1011 N. Lamar Blvd.
Austin, TX 78703
Attn: Blake J. Magee
Phone: (512) 481-0303
with copies to: Ann E. Vanderburg
Hurst, Savage & Vanderburg, L.L.P.
814 West loth Street
Austin, Texas 78701-2005
Phone: (512) 474-8401
the District: Woodside Municipal Utility District No. 1
c/o Armbrust & Brown, PLLC
Attn: John Bartram
100 Congress Avenue, Suite 1300
Austin, Texas 78701
The Parties may change their respective addresses to any other address within the United
States of America or designate additional persons to receive notice by giving at least five (5) days'
written notice to the other Party.
19.03 Severability; Waiver.
(a) If any provision of this Agreement is illegal, invalid, or unenforceable, under
present or future laws, it is the intention of the Parties that the remainder of this Agreement not be
affected, and, in lieu of each illegal, invalid, or unenforceable provision, that a provision be added
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 32 of 38
to this Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal,
invalid or enforceable provision as is possible.
(b) Any failure by a Party to insist upon strict performance by another Party of any
provision of this Agreement will not be deemed a waiver thereof or of any other provision, and
such Party may at any time thereafter insist upon strict performance of any and all of the provisions
of this Agreement.
19.04 Applicable Law and Venue. The interpretation, performance, enforcement and
validity of this Agreement are governed by the laws of the State of Texas. Venue will be in a court
of appropriate jurisdiction in Williamson County, Texas.
19.05 Entire Agreement. This Agreement together with the Exhibits, the Related
Agreements, and the terms and conditions incorporated herein by reference contain the entire
agreement of the Parties. Save and except for the Related Agreements, there are no other
agreements or promises, oral or written, between the Parties regarding the subject matter of this
Agreement. To the extent of any conflict between a Related Agreement and this Agreement, the
terms of this Agreement shall control concerning the subject matters addressed in this Agreement,
except where the Parties have specifically agreed in this Agreement that a Related Agreement shall
control in the event of a conflict.
19.06 Amendment by Agreement. Before MK or its Authorized Assignee or Assignee
has received all developer reimbursements from the District and/or while MK or its Authorized
Assignee or Assignee owns any developable part of the Land, this Agreement (a) may be amended
as to all of the Land at any time by mutual written agreement of the City and MK (or their
respective successors and/or permitted assigns) and the District (but only after the District
Confirmation Date has occurred), or (b) may be terminated or amended as to a portion of the Land
by mutual written agreement of the City and MK (or their respective successors and/or permitted
assigns), and the District. Notwithstanding the preceding sentence, at such time as MK and any
Assignee or Authorized Assignee has received all developer reimbursements from the District
and/or no longer owns any developable portion of the Land, this Agreement may be amended by
mutual written agreement of the District and the City, and MK's joinder will not be required. MK
may assign to the District its rights to approve amendments and such assignment is not subject to
the requirements of Section 17.02. The consent of End Buyers to modifications of this Agreement
is not required.
19.07 Exhibits, Headings, Construction and Counterparts. All schedules and exhibits
referred to in or attached to this Agreement are incorporated into and made a part of this Agreement
for all purposes. The paragraph headings contained in this Agreement are for convenience only
and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words
of the masculine gender may include the feminine or neuter, and the singular may include the
plural, and vice -versa. The Parties acknowledge that they have been actively and equally involved
in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities
are to be resolved against the drafting Party will not be employed in interpreting this Agreement
or any exhibits hereto. This Agreement may be executed in any number of counterparts, each of
which will be deemed to be an original, and all of which will together constitute the same
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 33 of 38
instrument. This Agreement will become effective as of the Effective Date only when one or more
counterparts, individually or taken together, bear the signatures of all of the Initial Parties.
19.08 Time. Time is of the essence of this Agreement. In computing the number of days
for purposes of this Agreement, all days will be counted, including Saturdays, Sundays and legal
holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday,
then the final day will be deemed to be the next day that is not a Saturday, Sunday or legal holiday.
19.09 Notice to End Buyer. The District shall fully comply with the notice requirements
of Section 49.453 of the Texas Water Code. Each time a prospective End Buyer contracts with
MK for the purchase of a Lot in the District, and at the time each End Buyer closes on the purchase
from MK of a Lot in the District, MK shall give or cause to be given to the End Buyer the disclosure
notices required by Section 49.452 of the Texas Water Code.
19.10 Authority for Execution. By their signatures hereon, each Party certifies,
represents, and warrants that the execution of this Agreement is duly authorized and adopted in
conformity with its charter, ordinances, rules, regulations, and all other governing documents
applicable to said Party.
19.11 City Consent and Approval. Except for the procedures with respect to City
Objections in Section 14.05, in any provision of this Agreement that provides for the consent or
approval of the City staff or City Council, such consent or approval may be withheld or conditioned
by the City staff or City Council at its sole discretion.
19.12 Effect on Prior Development Agreement. This Agreement replaces and
supersedes in its entirety the Development Agreement Regarding Annexation and Development
of The Madison at Georgetown dated March 19, 2008, and recorded under Document No.
2008028761 of the Official Public Records of Williamson County, Texas, which Development
Agreement will be of no further force and effect.
19.13 Exhibits. The following exhibits are attached to this Agreement, and made a part
hereof for all purposes:
Exhibit A
The Land
Exhibit B-1
Approved Form of Water Transmission Line Easement
Exhibit B-2
Approved Form of Utility Easement
Exhibit B-3
Approved Form of Access Easement
Exhibit B-4
Approved Form of Sidewalk Easement
Exhibit B-5
Approved Form of License Agreement
Exhibit C
City Parkland Agreement
Exhibit D
Conceptual Utility Plan
Exhibit E
Conceptual Transportation Plan
Exhibit F
Land Use Plan
Consent Agreement — Woodside Municipal Utility District No. 1
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Exhibit G
Passive Park Agreement
Exhibit H
Permitted Exceptions
Exhibit I
Traffic Signalization Fiscal Security
Exhibit J-1
Architectural and Masonry Standards — Residential
Exhibit J-2
Architecture and Masonry Standards — Non -Residential
Exhibit K
Maintenance Agreement
19.14 Effective Date; Recordation. Once executed by the Initial Parties, this Agreement
shall be effective as of the Effective Date. This Agreement shall be recorded in the records of
Williamson County at MK's expense.
19.15 Conflicts. To the extent of a conflict between this Agreement and UDC Section
13.10, this Agreement shall control.
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement on the
dates indicated below.
(notarized signature pages follow)
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 35 of 38
CITY OF GEO
ATTEST:
By:
Roby Densmore�Cityv Secretary
APPROVED AS TO FORM:
By:
t�czy-
SkyfMass n, City Attorney
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
,TEXAS
This instrument was acknowledged before me the 14y of ,
2022, by Josh Schroeder, Mayor of the City of Georgetown, Texas, a home- A�on
a cihalf of
the City.
(seal)
t'° KAREN FROST Notary Public Stare of Texas
`� Notary ID # 1053608-4
JNis My Commission Expires
�'� ❑F �`�{ May 24, 2024
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 36 of 38
MK MADISON, LP, a Texas limited partnership
By: Blake Magee GP, L.L.C., a Texas limited
liability company, its General Partner
By:
4
Blake J. Magee, President
STATE OF TEXAS
COUNTY OF TRAVIS
This instrument was acknowledged before me the l o day of ,
2022, by Blake J. Magee, President of Blake Magee GP, L.L.C., a Texas limited lia ility company,
General Partner of MK Madison, LP, a Texas limited partnership, on behalf of said company and
partnership.
(seal) 9ji
Notary Public State of Texas
.•+"""�+, HOLLY H. FULLERTON
r;Notary Public, State of Texas
v'k '�= Comm. Expires 05-29-2024
Notary ID 132499027
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract) Page 37 of 38
WOODSIDE MUNICIPAL UTILITY
DISTRICT NO. I
By:
Printed Name:
ATTEST:
By:
Name:
Title:
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on the day of
2022, by President of the Board of Directors of Woodside
Municipal Utility District No. 1, a municipal utility district operating under Chapters 49 and 54 of
the Texas Water Code, on behalf of said District.
(seal)
Notary Public State of Texas
Consent Agreement — Woodside Municipal Utility District No. I
(Madison Tract) Page 38 of 38
EXHIBIT A TO CONSENT AGREEMENT
The Land
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
METES AND BOUNDS DESCRIPTION
486.324 ACRES
BURRELL EAVES SURVEY, ABSTRACT 216
LEMUEL S. WALTERS SURVEY, ABSTRACT 653
WILLIAMSON COUNTY, TEXAS
BEING 486.324 ACRES OR 21,184,268 SQUARE FEET OF LAND SITUATED IN THE BURRELL EAVES SURVEY,
ABSTRACT NUMBER 216 AND THE LEMUEL S. WALTERS SURVEY, ABSTRACT NUMBER 653, WILLIAMSON
COUNTY, TEXAS, AND BEING A PORTION OF THE REMAINDER OF A CALLED 165.97 ACRE TRACT (TRACT 1)
CONVEYED IN A GENERAL WARRANTY DEED WITH VENDOR'S LIEN TO WOLF VON BUCHHOLTZ, (38%
UNDIVIDED INTEREST), ROBERT W. TEETER AND PAMELA S. TEETER, HUSBAND AND WIFE (17%
UNDIVIDED INTEREST), JOHN D. GOURLEY (29% UNDIVIDED INTEREST) AND JOHN D. GOURLEY, TRUSTEE
(16% UNDIVIDED INTEREST), AS RECORDED IN DOCUMENT NUMBER 2006001445 OF THE OFFICIAL PUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS (O.P.R.W.C.T.) AND A PORTION OF THE REMAINDER OF A
CALLED 424.43 ACRE TRACT (TRACT 2) CONVEYED IN A WARRANTY DEED WITH VENDOR'S LIEN TO JOHN
D. GOURLEY (30.85% UNDIVIDED INTEREST), ROBERT W. TEETER AND WIFE, PAMELA S. TEETER (12.34%
UNDIVIDED INTEREST), VINCENT J. STAGLIANO AND WIFE, PEGGY S. STAGLIANO (48.595% UNDIVIDED
INTEREST) AND JOHN H. TEETER (8.215% UNDIVIDED INTEREST), AS RECORDED IN DOCUMENT NO.
2006052470, O.P.R.W.C.T. AND A CALLED 4.878 ACRES TRACT (TRACT 3) CONVEYED IN A SPECIAL CASH
WARRANTY DEED TO WOLF VON BUCHHOLTZ (10.68% UNDIVIDED INTEREST), JOHN D. GOURLEY (34.83%
UNDIVIDED INTEREST), ROBERT W. TEETER AND PAMELA S. GOURLEY (19.555% UNDIVIDED INTEREST)
AND VINCENT J. STAGLIANO AND WIFE, PEGGY S. STAGLIANO (34.935% UNDIVIDED INTEREST), AS
RECORDED IN DOCUMENT NO. 2007099395, O.P.R.W.C.T. SAID 486.324 ACRE TRACT OF LAND BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS WITH ALL BEARINGS BEING
REFERENCED TO THE TEXAS STATE PLANE COORDINATE SYSTEM, TEXAS CENTRAL ZONE, NAD 83/90 HARN
DATUM WITH ALL DISTANCES SHOWN HEREON CONVERTED TO SURFACE VALUES BY MULTIPLYING BY
THE COMBINED SCALE FACTOR OF 1.000143965.
BEGINNING, AT A FOUND CONCRETE MONUMENT WITH TXDOT DISC, FOR THE SOUTHEAST CORNER OF
SAID TRACT 1 AND THE NORTHEAST CORNER OF THE REMAINDER OF A CALLED 32.91 ACRE TRACT
CONVEYED TO CLYDE AND MARTHA THOMPSON, AS RECORDED IN VOLUME 532, PAGE 496 OF THE DEED
RECORDS OF WILLIAMSON COUNTY, TEXAS (D.R.W.C.T.), SAID POINT BEING ON THE SOUTHWESTERLY
RIGHT-OF-WAY LINE OF STATE HIGHWAY 195 (RIGHT-OF-WAY WIDTH VARIES) CONVEYED TO THE STATE
OF TEXAS DEPARTMENT OF TRANSPORTATION, AS DESCRIBED IN VOLUME 6, PAGE 364, CIVIL MINUTES
OF WILLIAMSON COUNTY, TEXAS;
THENCE, WITH THE LINE COMMON TO THE SOUTH LINE OF SAID TRACT 1 AND THE NORTH LINE OF THE
REMAINDER OF SAID 32.91 ACRE TRACT, THE FOLLOWING TWO (2) COURSES AND DISTANCES:
1) SOUTH 49 DEGREES 27 MINUTES 43 SECONDS WEST, WITH THE LINE COMMON TO THE SOUTH
LINE OF SAID TRACT 1 AND THE NORTH LINE OF THE REMAINDER OF SAID 32.91 ACRE TRACT, A DISTANCE
OF 584.19 FEET TO A FOUND PK NAIL SET IN CONCRETE AT A FENCE CORNER;
2) SOUTH 42 DEGREES 40 MINUTES 58 SECONDS WEST, WITH THE LINE COMMON TO THE SOUTH
LINE OF SAID TRACT 1 AND THE NORTH LINE OF THE REMAINDER OF SAID 32.91 ACRE TRACT, A DISTANCE
OF 645.64 FEET TO A FOUND 1/2-INCH IRON ROD WITH CAP STAMPED "CS LTD" AT THE NORTHWEST
CORNER OF THE REMAINDER OF SAID 32.91 ACRE TRACT AND THE NORTHEAST CORNER OF THE PLAT OF
SHADY OAKS ESTATES, SECTION 4, PHASE 4, AS RECORDED IN DOCUMENT NO. 2005091523, O.P.R.W.C.T.,
SAID POINT BEING ALONG OR NEAR THE LINE COMMON TO THE SOUTH LINE OF THE LEMUEL S. WALTERS
SURVEY, ABSTRACT 653 AND THE NORTH LINE OF THE BURRELL EAVES SURVEY, ABSTRACT 216;
THENCE, ALONG OR NEAR THE LINE COMMON TO THE SOUTH LINE OF THE LEMUEL S. WALTERS SURVEY,
ABSTRACT 653 AND THE NORTH LINE OF THE BURRELL EAVES SURVEY, ABSTRACT 216 WITH THE LINE
COMMON TO THE SOUTH LINE OF SAID TRACT 1 AND THE NORTH LINE OF SAID SHADY OAKS ESTATES,
SECTION 4, PHASE 4 AND THE NORTH LINE OF SHADY OAKS ESTATES, SECTION 4, PHASE 5, AS RECORDED
IN DOCUMENT NO. 2006094525, O.P.R.W.C.T. AND THE NORTH LINE OF SHADY OAKS ESTATES, SECTION
4, PHASE 7B, AS RECORDED IN DOCUMENT NO. 2012001433, O.P.R.W.C.T., THE FOLLOWING FOUR (4)
COURSES AND DISTANCES:
1) SOUTH 68 DEGREES 22 MINUTES 59 SECONDS WEST, A DISTANCE OF 1,068.71 FEET TO A FOUND
1/2-INCH IRON ROD;
2) SOUTH 69 DEGREES 54 MINUTES 10 SECONDS WEST, A DISTANCE OF 1,234.90 FEET TO A FOUND
1/2-INCH IRON ROD;
3) SOUTH 68 DEGREES 53 MINUTES 14 SECONDS WEST, A DISTANCE OF 1,291.34 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "CS LTD";
4) SOUTH 68 DEGREES 51 MINUTES 20 SECONDS WEST, A DISTANCE OF 542.25 FEET TO A FOUND
PK NAIL IN CONCRETE ATA FENCE CORNER ATA NORTH CORNER OF SAID SHADY OAKS ESTATES, SECTION
4, PHASE 7B AND AN EASTERN CORNER OF SHADY OAKS ESTATES, SECTION 4, PHASE 8, AS RECORDED IN
DOCUMENT NO. 2014037736, O.P.R.W.C.T.;
THENCE, DEPARTING THE LINE ALONG OR NEAR THE LINE COMMON TO THE SOUTH LINE OF THE LEMUEL
S. WALTERS SURVEY, ABSTRACT 653 AND THE NORTH LINE OF THE BURRELL EAVES SURVEY, ABSTRACT
216 AND THE LINE COMMON TO THE SOUTH LINE OF SAID TRACT 1 AND THE NORTH LINE OF SAID SHADY
OAKS ESTATES, SECTION 4, PHASE 713, RUNNING WITH THE LINE COMMON TO THE WEST LINE OF SAID
TRACT 1 AND AN EAST LINE OF SAID SHADY OAKS ESTATES, SECTION 4, PHASE 8, THE FOLLOWING TWO
(2) COURSES AND DISTANCES:
1) NORTH 23 DEGREES 14 MINUTES 49 SECONDS WEST, A DISTANCE OF 231.99 FEET CALCULATED
POINT INSIDE THE WEST SIDE OF A 32" LIVE OAK TREE;
2) NORTH 20 DEGREES 51 MINUTES 19 SECONDS WEST, A DISTANCE OF 427.16 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "MAPLES RPLS SO43" AT THE NORTHEAST CORNER OF SAID
SHADY OAKS ESTATES, SECTION 4, PHASE 8 AND THE MOST NORTHERLY SOUTHEAST CORNER OF SAID
TRACT 2;
THENCE, SOUTH 68 DEGREES 54 MINUTES 47 SECONDS WEST, DEPARTING THE WEST LINE OF SAID TRACT
1 WITH A LINE COMMON TO A SOUTHERLY LINE OF SAID TRACT 2 AND THE NORTHERLY LINE OF SAID
SHADY OAKS ESTATES, SECTION 4, PHASE 8, A DISTANCE OF 750.31 FEETTO A FOUND 1/2-INCH IRON ROD
WITH CAP STAMPED "MAPLES RPLS 5043" AT THE NORTHWEST CORNER OF SAID SHADY OAKS ESTATES,
SECTION 4, PHASE 8 AND A SOUTHERLY CORNER OF SAID TRACT 2;
THENCE, SOUTH 21 DEGREES 04 MINUTES 11 SECONDS EAST, WITH THE LINE COMMON TO AN EAST LINE
OF SAID TRACT 2 AND THE WEST LINE OF SAID SHADY OAKS ESTATES, SECTION 4, PHASE 8, A DISTANCE
OF 2,163.37 FEET TO A FOUND 1/2-INCH IRON ROD WITH CAP STAMPED "CD LTD" AT THE SOUTHWEST
CORNER OF SAID SHADY OAKS ESTATES, SECTION 4, PHASE 8 AND THE NORTHWEST CORNER OF SHADY
OAKS ESTATES, SECTION 4, PHASE 9, AS RECORDED IN DOCUMENT NO. 2010020338, O.P.R.W.C.T.;
THENCE, SOUTH 21 DEGREES 04 MINUTES 40 SECONDS EAST, WITH THE LINE COMMON TO AN EAST LINE
OF SAID TRACT 2 AND THE WEST LINE OF SAID SHADY OAKS ESTATES, SECTION 4, PHASE 9, PASSING A
1/2-INCH IRON ROD WITH CAP STAMPED "MAPLES RPLS 5043" FOR THE SOUTHEAST CORNER OF SAID
TRACT 2 AND THE NORTHEAST CORNER OF SAID TRACT 3, AT A DISTANCE OF 505.49 FEET FOR A TOTAL
DISTANCE OF 620.46 FEET TO A FOUND 1/2-INCH IRON ROD WITH CAP STAMPED "CHAPARRAL
BOUNDARY" AT THE SOUTHWEST CORNER OF SAID SHADY OAKS ESTATES, SECTION 4, PHASE 9 AND THE
SOUTHEAST CORNER OF SAID TRACT 3 AND A NON -TANGENT INTERSECTION WITH A CURVE;
THENCE, WITH THE LINES COMMON TO THE SOUTH LINE OF SAID TRACT 3 AND THE NORTH LINES OF THE
PLANNED UNIT DEVELOPMENT OF SUN CITY GEORGETOWN, NEIGHBORHOOD TWENTY-FOUR "132" AND
THE PLANNED UNIT DEVELOPMENTOF SUN CITY GEORGETOWN, NEIGHBORHOOD TWENTY-FOUR "B", AS
RECORDED IN DOCUMENT NO. 2004004281, O.P.R.W.C.T. AND A NORTH LINE OF A CALLED 176.025 ACRE
TRACT (WHITEWING GOLF COURSE - PARCEL #4) CONVEYED TO THE GEORGETOWN COMMUNITY
ASSOCIATION, INC., AS RECORDED IN DOCUMENT NO. 2007007635, O.P.R.W.C.T., THE FOLLOWING FOUR
(4) COURSES AND DISTANCES:
1) 280.30 FEET ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 3,776.70 FEET, A
CENTRAL ANGLE OF 04 DEGREES 15 MINUTES 09 SECONDS, A CHORD BEARING OF SOUTH 85 DEGREES 06
MINUTES 35 SECONDS WEST, AND A CHORD LENGTH OF 280.23 FEET TO A FOUND 1/2-INCH IRON ROD
AND A POINT OF TANGENCY;
2) SOUTH 86 DEGREES 00 MINUTES 17 SECONDS WEST, A DISTANCE OF 145.90 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "SURVCON" ATTHE NORTHEASTCORNER OFTHE PLANNED UNIT
DEVELOPMENT OF SUN CITY GEORGETOWN, NEIGHBORHOOD TWENTY-FOUR "B", AS RECORDED IN
DOCUMENT NO. 2004004281, O.P.R.W.C.T.;
3) SOUTH 86 DEGREES 42 MINUTES 33 SECONDS WEST, WITH THE LINE COMMON TO THE SOUTH
LINE OF SAID TRACT 3 AND THE NORTH LINE OF SAID NEIGHBORHOOD TWENTY-FOUR "B", A DISTANCE
OF 1,065.04 FEETTO A FOUND 1/2-INCH IRON ROD WITH CAP STAMPED "SURVCON" ATTHE NORTHEAST
CORNER OF A CALLED 176.025 ACRE TRACT (WHITEWING GOLF COURSE - PARCEL #4) CONVEYED TO THE
GEORGETOWN COMMUNITY ASSOCIATION, INC., AS RECORDED IN DOCUMENT NO. 2007007635,
O.P.R.W.C.T. AND THE NORTHWEST CORNER OF SAID NEIGHBORHOOD TWENTY-FOUR "B";
4) SOUTH 86 DEGREES 23 MINUTES 18 SECONDS WEST, WITH THE LINE COMMON TO THE SOUTH
LINE OF SAID TRACT 3 AND THE NORTH LINE OF SAID 176.025 ACRE TRACT, A DISTANCE OF 274.15 FEET
TO A FOUND 1/2-INCH IRON ROD WITH CAP STAMPED "SURVCON INC" AT THE SOUTHEAST CORNER OF
SAID TRACT 3 AND A NORTHERLY CORNER OF SAID 176.025 ACRE TRACT ON THE EAST LINE OF THE
FREDERICK FOY SURVEY, ABSTRACT 229;
THENCE, NORTH 24 DEGREES 05 MINUTES 52 SECONDS WEST, WITH THE LINE COMMON TO THE WEST
LINE OF SAID BURRELL EAVES SURVEY, ABSTRACT 216 AND THE WEST LINE OF SAID FREDERICK FOY
SURVEY, ABSTRACT 229 AND THE WEST LINES OF SAID TRACTS 2 AND 3 AND AN EAST LINE OF SAID
176.025 ACRE TRACT, PASSING A FOUND 1/2-INCH IRON ROD WITH CAP STAMPED "CHAPARRAL
BOUNDARY" AT A DISTANCE OF 1.73 FEET, AND PASSING A FOUND 1/2-INCH IRON ROD WITH CAP
STAMPED "SURVCON INC" AT THE NORTHERNMOST NORTHEAST CORNER OF SAID 176.025 ACRE TRACT
AND THE SOUTHEAST CORNER OF A CALLED 133.610 ACRE TRACT (TRACT III), CONVEYED TO PULTE
HOMES OF TEXAS, L.P., AS RECORDED IN DOCUMENT NO. 2018042844, O.P.R.W.C.T., AND PASSING AT A
DISTANCE OF 98.27 FEET, AND PASSING A 1/2-INCH IRON ROD WITH CAP STAMPED "MAPLES RPLS 5043"
AT THE SOUTHWEST CORNER OF SAID TRACT 2 AND THE NORTHWEST CORNER OF SAID TRACT 3 AT A
DISTANCE OF 133.39 FEET FOR A TOTAL DISTANCE OF 1,599.89 FEET TO A FOUND 1/2-INCH IRON ROD AT
THE APPROXIMATE SOUTHWEST CORNER OF SAID LEMUEL S. WALTERS SURVEY, ABSTRACT 653 AND THE
APPROXIMATE NORTHWEST CORNER OF SAID BURRELL EAVES SURVEY, ABSTRACT 216;
THENCE, NORTH 21 DEGREES 35 MINUTES 50 SECONDS WEST, WITH THE LINE COMMON TO THE WEST
LINE OF SAID LEMUEL S. WALTERS SURVEY, ABSTRACT 653 AND THE EAST LINE OF SAID FREDERIC FOY
SURVEY, ABSTRACT 229 AND THE WEST LINE OF SAID TRACT 2 AND THE EAST LINE OF SAID 133.610 ACRE
TRACT, A DISTANCE OF 2,226.50 FEET TO A 1/2-INCH IRON WITH CAP STAMPED "MCKIM CREED" AT THE
SOUTH CORNER OF A CALLED 6.91 ACRE TRACT (TRACT TWO) CONVEYED BY SPECIAL WARRANTY DEED
TO WILLIAMSON COUNTY PARK FOUNDATION, INC. AS A TRUSTEE FOR WILLIAMSON COUNTY, TEXAS, AS
RECORDED IN DOCUMENT NO. 201203568, O.P.R.W.C.T., FROM WHICH A FOUND COTTON SPINDLE
BEARS NORTH 68 DEGREES 27 MINUTES 12 SECONDS WEST, A DISTANCE OF 0.57 FEET;
THENCE, WITH THE EAST LINE OF SAID 6.91 ACRE TRACT, THE FOLLOWING SEVEN (7) COURSES AND
DISTANCES:
1) NORTH 18 DEGREES 00 MINUTES 37 SECONDS EAST, DEPARTING THE LINE COMMON TO THE
WEST LINE OF SAID LEMUEL S. WALTERS SURVEY, ABSTRACT 653 AND THE WEST LINE OF SAID TRACT 2
AND THE EAST LINE OF SAID FREDERIC FOY SURVEY, ABSTRACT 229 AND THE EAST LINE OF SAID 133.610
ACRE TRACT, A DISTANCE OF 248.84 FEET FOUND PK NAIL AND WASHER STAMPED "FOREST RPLS 1847";
2) NORTH 43 DEGREES 17 MINUTES 19 SECONDS EAST, A DISTANCE OF 74.32 FEET TO A SET 1/2-
INCH IRON WITH CAP STAMPED "MCKIM CREED";
3) NORTH 79 DEGREES 47 MINUTES 43 SECONDS WEST, A DISTANCE OF 2.55 FEET TO A SET 1/2-
INCH IRON WITH CAP STAMPED "MCKIM CREED" AT NON -TANGENT INTERSECTION WITH A CURVE;
4) 127.11 FEET ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 369.97 FEET, A
CENTRAL ANGLE OF 19 DEGREES 41 MINUTES 05 SECONDS, A CHORD BEARING OF NORTH 24 DEGREES 52
MINUTES 54 SECONDS EAST, AND A CHORD LENGTH OF 126.48 FEET TO A SET 1/2-INCH IRON WITH CAP
STAMPED "MCKIM CREED" AT A NON -TANGENT POINT OF COMPOUND CURVATURE;
5) 436.87 FEET ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 366.25 FEET, A
CENTRALANGLE OF 68 DEGREES 20 MINUTES 37 SECONDS, A CHORD BEARING OF NORTH 08 DEGREES 01
MINUTES 09 SECONDS WEST, AND A CHORD LENGTH OF 411.43 FEET AT A SET 1/2-INCH IRON WITH CAP
STAMPED "MCKIM CREED";
6) NORTH 48 DEGREES 45 MINUTES 48 SECONDS WEST, A DISTANCE OF 91.79 FEET AT A SET 1/2-
INCH IRON WITH CAP STAMPED "MCKIM CREED";
7) 461.05 FEET ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 349.09 FEET, A
CENTRALANGLE OF 75 DEGREES 40 MINUTES 20 SECONDS, A CHORD BEARING OF NORTH 81 DEGREES 10
MINUTES 10 SECONDS WEST, AND A CHORD LENGTH OF 428.26 FEET TO A SET 1/2-INCH IRON WITH CAP
STAMPED "MCKIM CREED" AT A NON -TANGENT INTERSECTION WITH THE LINE COMMON TO THE WEST
LINE OF SAID TRACT 2 AND THE EAST LINE A CALLED 24.29 ACRE TRACT AS CONVEYED TO THE
WILLIAMSON COUNTY PARK FOUNDATION, INC., AS TRUSTEE FOR WILLIAMSON COUNTY, TEXAS, AS
RECORDED IN DOCUMENT NO. 2013005831, O.P.R.W.C.T.;
THENCE, NORTH 21 DEGREES 32 MINUTES 48 SECONDS WEST, WITH THE WEST LINE OF SAID LEMUEL S.
WALTERS SURVEY AND THE LINE COMMON TO THE WEST LINE OF SAID TRACT 2 AND THE EAST LINE OF
SAID 24.29 ACRE TRACT, A DISTANCE OF 514.78 FEET TO A SET 1/2-INCH IRON WITH CAP STAMPED
"MCKIM CREED" AT THE SOUTH CORNER OF A CALLED 20.76 ACRE TRACT (TRACT ONE) CONVEYED BY
SPECIAL WARRANTY DEED TO WILLIAMSON COUNTY PARK FOUNDATION, INC. AS A TRUSTEE FOR
WILLIAMSON COUNTY, TEXAS, AS RECORDED IN DOCUMENT NO. 201203568, O.P.R.W.C.T;
THENCE, WITH THE LINE COMMON TO THE EAST LINE OF SAID 20.76 ACRE TRACT AND THE WEST LINE OF
THE REMAINDER OF SAID TRACT 2, THE FOLLOWING NINE (9) COURSES AND DISTANCES:
1) NORTH 68 DEGREES 26 MINUTES 15 SECONDS EAST, DEPARTING THE WEST LINE OF SAID LEMUEL
S. WALTERS SURVEY AND THE WEST LINE OF SAID TRACT 2, A DISTANCE OF 60.76 FEETTO A SET 1/2-INCH
IRON WITH CAP STAMPED "MCKIM CREED" OF NON -TANGENT CURVATURE;
2) 222.22 FEET ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 301.16 FEET, A
CENTRAL ANGLE OF 42 DEGREES 16 MINUTES 34 SECONDS, A CHORD BEARING OF SOUTH 64 DEGREES 22
MINUTES 50 SECONDS EAST, AND A CHORD LENGTH OF 217.21 FEET TO A SET 1/2-INCH IRON WITH CAP
STAMPED "MCKIM CREED" AND A NON -TANGENT POINT OF COMPOUND CURVATURE;
3) 238.85 FEET ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 302.77 FEET, A
CENTRAL ANGLE OF 45 DEGREES 11 MINUTES 57 SECONDS, A CHORD BEARING OF SOUTH 73 DEGREES 10
MINUTES 03 SECONDS EAST, AND A CHORD LENGTH OF 232.71 FEET TO A POINT OF COMPOUND
CURVATURE TO A SET 1/2-INCH IRON WITH CAP STAMPED "MCKIM CREED" NON -TANGENT POINT OF
COMPOUND CURVATURE;
4) 379.86 FEET ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 343.11 FEET, A
CENTRAL ANGLE OF 63 DEGREES 25 MINUTES 54 SECONDS, A CHORD BEARING OF NORTH 59 DEGREES 48
MINUTES 38 SECONDS EAST, AND A CHORD LENGTH OF 360.75 FEET TO A FOUND PK NAIL IN A ROCK AT
A NON -TANGENT POINT OF INTERSECTION;
5) NORTH 31 DEGREES 50 MINUTES 10 SECONDS EAST, A DISTANCE OF 371.41 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "FOREST RPLS 1847";
6) NORTH 27 DEGREES 43 MINUTES 44 SECONDS WEST, A DISTANCE OF 122.57 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "FOREST RPLS 1847";
7) NORTH 28 DEGREES 41 MINUTES 49 SECONDS WEST, A DISTANCE OF 238.21 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "FOREST RPLS 1847";
8) NORTH 69 DEGREES 43 MINUTES 26 SECONDS WEST, A DISTANCE OF 235.90 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "FOREST RPLS 1847";
9) NORTH 70 DEGREES 37 MINUTES 41 SECONDS WEST, A DISTANCE OF 193.27 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED";
THENCE, DEPARTING THE LINE COMMON TO THE EAST LINE OF SAID 20.76 ACRE TRACT AND THE WEST
LINE OF THE REMAINDER OF SAID TRACT 2, OVER AND ACROSS THE REMAINDER OF SAID TRACT 2, THE
FOLLOWING SEVEN (7) COURSES AND DISTANCES:
1) NORTH 32 DEGREES 24 MINUTES 27 SECONDS EAST, A DISTANCE OF 874.04 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED" ATA POINT OF NON -TANGENT INTERSECTION WITH
A CURVE;
2) 85.18 ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 374.50 FEET, THROUGH A
CENTRAL ANGLE OF 13 DEGREES 01 MINUTES 57 SECONDS, A CHORD BEARING OF NORTH 65 DEGREES 08
MINUTES 26 SECONDS WEST, AND A CHORD DISTANCE OF 85.00 FEETTO A POINT OF TANGENCY AT A SET
1/2-INCH IRON ROD WITH CAP STAMPED "MCKIM CREED";
3) NORTH 71 DEGREES 39 MINUTES 24 SECONDS WEST, A DISTANCE OF 38.61 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED" AT A POINT OF CURVATURE;
4) 238.03 FEET ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 495.50 FEET,
THROUGH A CENTRAL ANGLE OF 27 DEGREES 31 MINUTES 25 SECONDS, A CHORD BEARING OF NORTH
57 DEGREES 53 MINUTES 42 SECONDS WEST, AND A CHORD DISTANCE OF 235.75 FEETTO A SET 1/2-INCH
IRON ROD WITH CAP STAMPED "MCKIM CREED" AT A POINT OF TANGENCY;
5) NORTH 44 DEGREES 07 MINUTES 59 SECONDS WEST, A DISTANCE OF 82.81 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED" AT A POINT OF CURVATURE;
6) 27.30 FEET ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 424.50 FEET,
THROUGH A CENTRAL ANGLE OF 03 DEGREES 41 MINUTES 07 SECONDS, A CHORD BEARING OF NORTH
45 DEGREES 58 MINUTES 33 SECONDS WEST, AND A CHORD DISTANCE OF 27.30 FEET TO A SET 1/2-INCH
IRON ROD WITH CAP STAMPED "MCKIM CREED";
7) SOUTH 82 DEGREES 11 MINUTES 31 SECONDS WEST, A DISTANCE OF 33.26 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED" AND A NON -TANGENT INTERSECTION WITH A
CURVE ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF RONALD REAGAN BOULEVARD (260-FOOT
RIGHT-OF-WAY) DEDICATED TO WILLIAMSON COUNTY, AS RECORDED IN DOCUMENT NO. 2009083183,
O. P. R. W. C.T.;
THENCE, 208.94 FEET ALONG THE ARC OF A CURVE TO THE RIGHT, WITH THE SOUTHEASTERLY RIGHT-OF-
WAY LINE OF SAID RONALD REAGAN BOULEVARD, HAVING A RADIUS OF 7,870.00 FEET, THROUGH A
CENTRAL ANGLE OF 01 DEGREES 31 MINUTES 16 SECONDS, A CHORD BEARING OF NORTH 34 DEGREES 33
MINUTES 32 SECONDS EAST, AND A CHORD DISTANCE OF 208.94 FEETTO A SET 1/2-INCH IRON ROD WITH
CAP STAMPED "MCKIM CREED";
THENCE, DEPARTING THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF SAID RONALD REAGAN BOULEVARD,
OVER AND ACROSS THE REMAINDER OF SAID TRACT 2, THE FOLLOWING FOUR (4) COURSES AND
DISTANCES:
1) SOUTH 09 DEGREES 46 MINUTES 13 SECONDS EAST, A DISTANCE OF 35.36 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED";
2) SOUTH 54 DEGREES 46 MINUTES 08 SECONDS EAST, A DISTANCE OF 266.66 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED" AT A POINT OF CURVATURE;
3) 229.58 FEET ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 736.50 FEET, A
CENTRAL ANGLE OF 17 DEGREES 51 MINUTES 36 SECONDS, A CHORD BEARING OF SOUTH 45 DEGREES 50
MINUTES 20 SECONDS EAST, AND A CHORD LENGTH OF 228.65 FEET TO A SET 1/2-INCH IRON ROD WITH
CAP STAMPED "MCKIM CREED";
4) NORTH 38 DEGREES 10 MINUTES 16 SECONDS EAST, A DISTANCE OF 1,217.11 FEET TO A SET 1/2-
INCH IRON ROD WITH CAP STAMPED "MCKIM CREED" ON THE LINE COMMON TO THE EAST LINE OF SAID
TRACT 2 AND THE WEST LINE OF THE REMAINDER OF A CALLED 136.89 ACRE TRACT (TRACT III) CONVEYED
TO PIA CAPITAL, LLC - SERIES TRACT III, AS RECORDED IN DOCUMENT NO. 2020163208, O.P.R.W.C.T.;
THENCE, WITH THE LINE COMMON TO THE EAST LINE OF SAID TRACT 2 AND THE WEST LINE OF THE
REMAINDER OF SAID 136.89 ACRE TRACT, THE FOLLOWING TWO (2) COURSES AND DISTANCES:
1) SOUTH 21 DEGREES 51 MINUTES 58 SECONDS EAST, A DISTANCE OF 1,412.82 FEET TO A FOUND
60D NAIL AT THE BASE OF A TREE;
2) SOUTH 21 DEGREES 19 MINUTES 08 SECONDS EAST, A DISTANCE OF 890.11 FEET TO A FOUND
1/2-INCH IRON PIPE WITH CAP STAMPED "MAPLES RPLS 5043" AT THE SOUTHWEST CORNER OF SAID
136.89 ACRE TRACT AND THE MOST WESTERLY NORTHWEST CORNER OF A CALLED 190.50 ACRE TRACT,
CONVEYED TO CLYDE THOMPSON, AS RECORDED IN DOCUMENT NO. 1986039722, O.P.R.W.C.T.;
THENCE, WITH THE LINE COMMON TO THE EAST LINE OF SAID TRACT 2 AND THE WEST LINE OF SAID
190.50 ACRE TRACT, THE FOLLOWING TWO (2) COURSES AND DISTANCES:
1) SOUTH 21 DEGREES 19 MINUTES 28 SECONDS EAST, A DISTANCE OF 898.81 FEET TO A FOUND
COTTON SPINDLE;
2) SOUTH 21 DEGREES 09 MINUTES 23 SECONDS EAST, A DISTANCE OF 544.61 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "RPLS 5784" AT THE SOUTHWESTERLY CORNER OF SAID 190.50
ACRE TRACT AND THE NORTHWEST CORNER OF SAID TRACT 1;
THENCE, NORTH 73 DEGREES 01 MINUTES 26 SECONDS EAST, DEPARTING THE EAST LINE OF SAID TRACT
2 WITH THE LINE COMMON TO THE NORTH LINE OF SAID TRACT 1 AND A SOUTH LINE OF SAID 190.50
ACRE TRACT, A DISTANCE OF 1,517.05 FEET TO A NAIL FOUND IN AN OAK TREE AT A SOUTH CORNER OF
SAID 190.50 ACRE TRACT AND THE SOUTHWEST CORNER OF A CALLED 9.44 ACRE TRACT CONVEYED BY
GIFT DEED TO CLYDE THOMPSON, AS RECORDED IN VOLUME 1254, PAGE 393, D.R.W.C.T., FROM WHICH
A FOUND 1-1/2-INCH IRON PIPE BEARS SOUTH 57 DEGREES 02 MINUTES 26 SECONDS, A DISTANCE OF
16.56 FEET;
THENCE, WITH A LINE COMMON TO THE NORTH LINE OF SAID TRACT 1 AND THE SOUTH LINE OF SAID
9.44 ACRE TRACT, THE FOLLOWING SIX (6) COURSES AND DISTANCES:
1) SOUTH 61 DEGREES 03 MINUTES 52 SECONDS EAST, A DISTANCE OF 434.28 FEET FOUND 1/2-
INCH IRON ROD;
2) SOUTH 33 DEGREES 10 MINUTES 20 SECONDS WEST, A DISTANCE OF 6.18 FEETTO A FOUND 1/2-
INCH IRON WITH CAP STAMPED "MCKIM CREED" FROM WHICH A FOUND 1/2-INCH IRON ROD BEARS
SOUTH 66 DEGREES 12 MINUTES 21 SECONDS EAST, A DISTANCE OF 4.27 FEET;
3) SOUTH 62 DEGREES 30 MINUTES 29 SECONDS EAST, A DISTANCE OF 73.72 FEETTO A FOUND 1/2-
INCH IRON ROD;
4) NORTH 18 DEGREES 53 MINUTES 32 SECONDS EAST, A DISTANCE OF 4.74 FEET TO A FOUND 1/2-
INCH IRON ROD;
5) SOUTH 61 DEGREES 23 MINUTES 58 SECONDS EAST, A DISTANCE OF 195.86 FEET TO A FOUND
1/2-INCH IRON ROD;
6) NORTH 80 DEGREES 32 MINUTES 38 SECONDS EAST, A DISTANCE OF 230.69 FEET TO A FOUND
1/2-INCH IRON ROD AT THE SOUTHEAST CORNER OF SAID 9.44 ACRE TRACT AND A WEST CORNER OF A
CALLED 12.62 ACRE TRACT BY GIFT DEED TO CLYDE THOMPSON;
THENCE, WITH A LINE COMMON TO THE NORTH LINE OF SAID TRACT 1 AND THE SOUTH LINE OF SAID
12.62 ACRE TRACT, THE FOLLOWING TEN (10) COURSES AND DISTANCES:
1) SOUTH 19 DEGREES 05 MINUTES 56 SECONDS EAST, A DISTANCE OF 150.21 FEET TO A FOUND
1/2-INCH IRON ROD;
2) SOUTH 48 DEGREES 54 MINUTES 36 SECONDS EAST, A DISTANCE OF 96.45 FEETTO A FOUND 1/2-
INCH IRON ROD;
3) SOUTH 21 DEGREES 21 MINUTES 34 SECONDS EAST, A DISTANCE OF 17.33 FEETTO A FOUND 1/2-
INCH IRON ROD;
4) NORTH 65 DEGREES 51 MINUTES 01 SECONDS EAST, AT 378.86 FEET PASSING A FOUND 1/2-INCH
IRON ROD, FOR ATOTAL DISTANCE OF 391.08 FEET TO A FOUND 1/2-INCH IRON ROD;
5) NORTH 63 DEGREES 43 MINUTES 15 SECONDS EAST, A DISTANCE OF 315.01 FEET TO A FOUND
1/2-INCH IRON ROD;
6) NORTH 69 DEGREES 03 MINUTES 30 SECONDS EAST, A DISTANCE OF 102.71 FEET TO A FOUND
1/2-INCH IRON ROD;
7) NORTH 66 DEGREES 13 MINUTES 33 SECONDS EAST, A DISTANCE OF 33.17 FEETTO A FOUND 1/2-
INCH IRON ROD;
8) NORTH 31 DEGREES 58 MINUTES 28 SECONDS WEST, A DISTANCE OF 33.30 FEET TO A FOUND
1/2-INCH IRON ROD TO THE SOUTHEAST CORNER OF SAID 12.62 ACRE TRACT;
9) SOUTH 56 DEGREES 13 MINUTES 39 SECONDS WEST, A DISTANCE OF 20.80 FEET TO A FOUND 1/2-
INCH IRON ROD;
10) NORTH 37 DEGREES 56 MINUTES 13 SECONDS WEST, A DISTANCE OF 45.19 FEET TO A FOUND
1/2-INCH IRON ROD AT THE NORTHERNMOST SOUTHEAST CORNER OF SAID 12.62 ACRE TRACT AND A
SOUTHERN CORNER OF SAID 190.50 ACRE TRACT;
THENCE, WITH THE LINE COMMON TO THE NORTH LINE OF SAID TRACT 1 AND A SOUTH LINE OF SAID
190.50 ACRE TRACT, THE FOLLOWING SEVEN (7) COURSES AND DISTANCES:
1) NORTH 10 DEGREES 44 MINUTES 26 SECONDS EAST, A DISTANCE OF 226.78 FEET TO A FOUND
1/2-INCH IRON ROD;
2) NORTH 75 DEGREES 42 MINUTES 59 SECONDS EAST, A DISTANCE OF 61.77 FEETTO A FOUND 1/2-
INCH IRON ROD;
3) NORTH 69 DEGREES 12 MINUTES 25 SECONDS EAST, A DISTANCE OF 332.99 FEET TO A FOUND
1/2-INCH IRON ROD;
4) NORTH 26 DEGREES 56 MINUTES 56 SECONDS WEST, A DISTANCE OF 40.87 FEET TO A FOUND
1/2-INCH IRON ROD WITH CAP STAMPED "FOREST 1847"
5) NORTH 23 DEGREES 27 MINUTES 47 SECONDS WEST, A DISTANCE OF 664.68 FEET TO A FOUND
1/2-INCH IRON ROD;
6) NORTH 69 DEGREES 07 MINUTES 11 SECONDS EAST, A DISTANCE OF 579.57 FEET TO A FOUND
1/2-INCH IRON ROD;
7) NORTH 21 DEGREES 24 MINUTES 06 SECONDS WEST, A DISTANCE OF 167.60 FEET TO A FOUND
1/2-INCH IRON ROD;
THENCE, NORTH 79 DEGREES 11 MINUTES 25 SECONDS EAST, A DISTANCE OF 129.26 FEET TO A FOUND
TXDOTTYPE II CONCRETE MONUMENTATTHE NORTHEAST CORNER OF SAID TRACT 1, SAID POINT BEING
ON THE SOUTHWESTERLY RIGHT-OF-WAY OF SAID STATE HIGHWAY 195;
THENCE, SOUTH 55 DEGREES 20 MINUTES 25 SECONDS EAST, WITH THE SOUTHWESTERLY RIGHT-OF-WAY
LINE OF SAID STATE HIGHWAY 195, A DISTANCE OF 1,866.95 FEET TO THE POINT OF BEGINNING AND
CONTAINING 486.324 ACRES OR 21,184,268 SQUARE FEET OF LAND, MORE OR LESS.
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1
EXHIBIT B-1 TO CONSENT AGREEMENT
Annroved Form of Water Transmission Line Easement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
Exhibit B-1
Form of Water Transmission Line Easement
WATER TRANSMISSION LINE EASEMENT
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
KNOW ALL MEN BY THESE PRESENTS:
This Agreement (this "Agreement") is made on the day of , 20 ,
at Georgetown, Texas, between , a , whose
address is (hereinafter referred to as "Grantor"), and
the City of Georgetown, a Texas home -rule municipal corporation, whose address is P.O. Box 409
Georgetown, Texas 78627, ATTN: Georgetown City Secretary (herein referred to as "Grantee").
1. For the good and valuable consideration described in Paragraph 2 below, Grantor
hereby GRANTS, SELLS and CONVEYS to Grantee, its successors and assigns, an
EXCLUSIVE easement and right-of-way (the "Easement') for the placement,
construction, operation, repair, maintenance, replacement, upgrade, rebuilding,
relocation and/or removal of a water transmission line and related facilities
(collectively, the "Facilities") on, over, under, and across the following described
property of the Grantor, to wit:
Being all that certain tract, piece or parcel of land lying and being
situated in the County of Williamson, State of Texas, being more
particularly described by metes and bounds in Exhibit A and by
diagram in Exhibit B attached hereto and made a part hereof for all
purposes (the "Easement Area").
2. The Easement and the rights and privileges herein conveyed, are granted for and in
consideration of the sum of One and No/100 Dollars ($1.00) and other good and
valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency
of which is hereby acknowledged and confessed.
The Easement, with its rights and privileges, shall be used only for the purpose of
placing, constructing, operating, repairing, maintaining, rebuilding, replacing,
upgrading, relocating, and/or removing the Facilities. The Easement additionally
includes the following rights: (1) the right to change the size of the Facilities; (2) the
right to relocate the Facilities within the Easement Area; and (3) the right to remove
from the Easement Area all trees and parts thereof, or other obstructions, which
endanger or may interfere with the efficiency and maintenance of the Facilities.
4. The duration of the Easement is perpetual.
5. Grantor and Grantor's heirs, personal representatives, successors, and assigns are and
shall be bound to WARRANT and FOREVER DEFEND the Easement and the rights
conveyed in this Agreement to Grantee and Grantee's successors and assigns, against
every person lawfully claiming or to claim all or any part thereof, by, through or under
Grantor but not otherwise, and subject to all matters of record in Williamson County,
Texas.
6. The Easement, and the rights and privileges granted by this Agreement, are
EXCLUSIVE to Grantee, and Grantee's successors and assigns, and Grantor covenants
that except as provided below in this Paragraph 6, Grantor shall not convey any other
easement, license, or conflicting right to use the Easement Area (or any portion
thereof). Grantor reserves the right, subject to the following conditions:
(a) to construct the following improvements within the Easement Area (collectively
the "Grantor Improvements"): driveways, roads, curbing, landscaping
(groundcover, shrubbery and ornamental trees), irrigation lines, pedestrian trails
and sidewalks, and shallow drainage ditches, provided that any Grantor
Improvements installed within the Easement Area require a License to Encroach
issued by the Grantee; and
(b) to install utilities, including water, gas, telecommunication, and electrical lines
("Utility Improvements"), across the Easement Area, which utilities will be
located at a generally perpendicular angle to the Facilities, provided that any Utility
Improvements installed within the Easement Area require a License to Encroach
issued by the Grantee.
Any License to Encroach will be in a form established by Consent Agreement
(Woodside MUD No. 1 — In City MUD) recorded under Document No.
, Official Public Records of Williamson County, Texas (as
amended from time to time), and reviewed under the standards set forth in 3.21.040 of
the City of Georgetown's Unified Development Code, as the same may be amended
from time to time.
7. Grantee will use commercially reasonable efforts to restore (a) the driveways, roads,
curbing, pedestrian trails and sidewalks of the Easement Area disturbed by Grantee in
the exercise of its rights granted herein to the condition immediately prior to
disturbance whenever reasonably practicable; and (b) all other surfaces to standards as
required by the Texas Commission on Environmental Quality or its successor, as may
be amended.
8. This Agreement contains the entire agreement between the parties relating to its subject
matter. Any oral representations or modifications concerning this Agreement shall be
of no force and effect. Any subsequent amendment or modification must be in writing
and agreed to by all parties.
Woodside Consent Agreement
Exhibit B-1 - Form of Water Transmission Line Easement Agreement
Page 2
9. The terms of this Agreement shall be binding upon Grantor, and Grantor's heirs,
personal representatives, successors, and assigns; shall bind and inure to the benefit of
the Grantee and any successors or assigns of Grantee; and shall be deemed to be a
covenant running with the land.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this
day of , 20
SIGNATURES ON FOLLOWING PAGE —
GRANTOR:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this the day of
20, by
Notary Public, State of Texas
APPROVED AS TO FORM:
. Asst. City Attorney
Woodside Consent Agreement
Exhibit B-1 - Form of Water Transmission Line Easement Agreement
Page 3
Consent and Subordination by Lienholder
_ , of [address]
("Lienholder"), as the holder of [a] lien[s] on the Easement Area, consents to the above grant of
the Easement, including the terms and conditions of the grant, and Lienholder subordinates its
lien[s] to the rights and interests of Grantee, so that a foreclosure of the lien[s] will not extinguish
the rights and interests of Grantee.
[Name of Lienholder]
By:_
Name:
Title:
STATE OF
COUNTY OF
This instrument was acknowledged before me on this the day of ,
20 by
of , a
. on behalf of said
Notary Public, State of
Woodside Consent Agreement
Exhibit B-1 - Form of Water Transmission Line Easement Agreement
Page 4
EXHIBIT B-2 TO CONSENT AGREEMENT
Approved Form of Utility Easement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
Exhibit B-2
Form of Utility Easement
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
EASEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement (this "Agreement") is made on the day of , 20 ,
at Georgetown, Texas, between a . whose
address is (hereinafter referred to as "Grantor"), and
the City of Georgetown, a Texas home -rule municipal corporation, whose address is P.O. Box 409
Georgetown, Texas 78627, ATTN: Georgetown City Secretary (herein referred to as "Grantee").
For the good and valuable consideration described in Paragraph 2 below, Grantor
hereby GRANTS, SELLS and CONVEYS to Grantee, its successors and assigns, an
EXCLUSIVE easement and right-of-way (the "Easement") for installing, placing,
constructing, operating, using, maintaining, repairing, modifying, upgrading,
rebuilding, replacing, monitoring, inspecting, connecting with, removing, relocating,
decommissioning and/or accessing water and wastewater facilities and their associated
appurtenances (including, without limitation, water distribution lines, wastewater
collection lines, force mains and manholes) (collectively, the "Facilities") on, over,
under, and across the following described property of the Grantor, to wit:
Being all that certain tract, piece or parcel of land lying and being
situated in the County of Williamson, State of Texas, being more
particularly described by metes and bounds in Exhibit A and by
diagram in Exhibit B attached hereto and made a part hereof for all
purposes (the "Easement Area").
2. The Easement and the rights and privileges herein conveyed, are granted for and in
consideration of the sum of One and No/100 Dollars ($1.00) and other good and
valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency
of which is hereby acknowledged and confessed.
The Easement, with its rights and privileges, shall be used only for the purpose of
placing, constructing, operating, repairing, maintaining, rebuilding, replacing,
upgrading, relocating, and/or removing the Facilities. The Easement additionally
includes the following rights: (1) the right to change the size of the Facilities; (2) the
right to relocate the Facilities within the Easement Area; and (3) the right to remove
from the Easement Area all trees and parts thereof, or other obstructions, which
endanger or may interfere with the efficiency and maintenance of the Facilities.
4. The duration of the Easement is perpetual.
5. Grantor and Grantor's heirs, personal representatives, successors, and assigns are and
shall be bound to WARRANT and FOREVER DEFEND the Easement and the rights
conveyed in this Agreement to Grantee and Grantee's successors and assigns, against
every person lawfully claiming or to claim all or any part thereof, by, through or under
Grantor but not otherwise, and subject to all matters of record in Williamson County,
Texas.
6. The Easement, and the rights and privileges granted by this Agreement, are
EXCLUSIVE to Grantee, and Grantee's successors and assigns, and Grantor covenants
that Grantor shall not convey any other easement, license, or conflicting right to use in
any manner, the area (or any portion thereof) covered by this grant without Grantee's
prior written consent, which will not be unreasonably withheld, and which may be
conditioned on reasonable safeguards to protect the Facilities. Grantor reserves the
right to enter upon and use the Easement Area except (a) Grantor may not use the
Easement Area in any manner that interferes in any material way with the Facilities or
is inconsistent with the Easement granted herein, (b) Grantor may not erect or install
any building or structure within the Easement Area, and (c) any retaining walls or
utilities installed within the Easement Area require a License to Encroach issued by the
Grantee. Any License to Encroach will be in a form established by Consent Agreement
Woodside Subdivision recorded under Document No. , Official
Public Records of Williamson County, Texas (as amended from time to time), and
reviewed under the standards set forth in 3.21.040 of the City of Georgetown's Unified
Development Code, as the same may be amended from time to time.
7. Grantee will use commercially reasonable efforts to restore (a) the driveways, roads,
curbing, pedestrian trails and sidewalks of the Easement Area disturbed by Grantee in
the exercise of its rights granted herein to the condition immediately prior to
disturbance whenever reasonably practicable; and (b) all other surfaces to standards as
required by the Texas Commission on Environmental Quality or its successor, as may
be amended.
8. This Agreement contains the entire agreement between the parties relating to its subject
matter. Any oral representations or modifications concerning this Agreement shall be
of no force and effect. Any subsequent amendment or modification must be in writing
and agreed to by all parties.
9. The terms of this Agreement shall be binding upon Grantor, and Grantor's heirs,
personal representatives, successors, and assigns; shall bind and inure to the benefit of
the Grantee and any successors or assigns of Grantee; and shall be deemed to be a
covenant running with the land.
Woodside Consent Agreement
Exhibit B-2 - Form of Utility Easement
Page 2
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this
day of 120
GRANTOR:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this the day of
20 , by
Notary Public, State of Texas
Woodside Consent Agreement
Exhibit B-2 - Form of Utility Easement
Page 3
GRANTEE:
City of Georgetown, Texas, a Texas
home -rule municipal corporation
By: _
Name:
Title:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this the day of _ 220 ,
by of City of Georgetown, Texas, a Texas home -rule
municipal corporation, on behalf of said corporation.
Notary Public, State of Texas
APPROVED AS TO FORM:
Asst. City Attorney
Woodside Consent Agreement
Exhibit B-2 - Form of Utility Easement
Page 4
Consent and Subordination by Lienholder
, of [address]
("Lienholder"), as the holder of [a] lien[s] on the Easement Area, consents to the above grant of
the Easement, including the terms and conditions of the grant, and Lienholder subordinates its
lien[s] to the rights and interests of Grantee, so that a foreclosure of the lien[s] will not extinguish
the rights and interests of Grantee.
[Name of Lienholder]
By:
Name:_
Title:
STATE OF
COUNTY OF
This instrument was acknowledged before me on this the day of
20 by
of a
on behalf of said
Notary Public, State of
Woodside Consent Agreement
Exhibit B-2 - Form of Utility Easement
Page 5
EXHIBIT B-3 TO CONSENT AGREEMENT
Approved Form of Access Easement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
EXHIBIT B-3
ACCESS EASEMENT AGREEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
This Access Easement Agreement (this "Agreement") is made on the day of
20J at Georgetown, Texas, between f a Texas
whose address is 1011 North Lamar Blvd., Austin TX 78703 (herein
referred to as "Grantor"), and the CITY OF GEORGETOWN, a Texas home -rule
municipal corporation, whose address is P.O. Box 409, Georgetown, Texas 78627, ATTN:
Georgetown City Secretary (herein referred to as "Grantee"). Grantor and Grantee
herein referred to collectively as the "Parties"), for the consideration and purposes set
forth herein:
WHEREAS, the City owns the easement described in Document No.
in the Official Records of Williamson County, Texas (the "City
Easement"); and
WHEREAS, pursuant to that certain "Consent Agreement (Woodside MUD No.1
— In City MUD)" by and among MK Madison, LP, a Texas limited partnership, and
Grantee, recorded in the Official Public Records of Williamson County, Texas as
Document No. (the "Consent Agreement"), Grantor has caused or is
causing the construction of public utility improvements and related appurtenances
(collectively the "Facilities") within the City Easement; and
WHEREAS, as a condition to accepting the dedication of and the responsibility for
ownership, operation and maintenance of the Facilities, Grantee requires vehicular and
pedestrian access to and from the City Easement across, upon, and over the Access
Easement Area described herein; and
WHEREAS, Grantee desires to obtain from Grantor and Grantor has agreed to
provide to Grantee vehicular and pedestrian access to and from the City Easement across,
upon and over the Access Easement Area as provided herein.
NOW, THEREFORE, in consideration of the premises, the sum of One and No/100
Dollars ($1.00), and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. Grantor hereby GRANTS, SELLS and CONVEYS to Grantee, its successors and
assigns, a twenty -foot wide easement and right of way (the "Easement") for the sole
purpose of providing vehicular and pedestrian ingress, egress, and access to and from
the City Easement, on, over, under and across the following property of Grantor, to wit:
Being all that certain tract, piece or parcel of land lying and being situated
in the County of Williamson, State of Texas, being more particularly
described by metes and bounds and by diagram in Exhibit "A" attached
hereto and made a part hereof for all purposes (the "Access Easement
Area").
2. The Access Easement Area may be used by Grantee and its employees, contractors,
sub -contractors, consultants, tenants, agents, licensees, invitees, successors and assigns
for the purposes set forth above. In addition, Grantee is authorized to remove or cause
to be removed trees and brush and other debris or obstructions in the Access Easement
Area so that it is suitable at all times for the intended purposes. Grantor shall not
construct or place any structures, fences, walls, buildings, or other improvements or
barriers on, over or across the Access Easement Area.
3. Grantor shall construct or cause to be constructed within the Access Easement
Area a twenty -foot wide all-weather access road meeting the specifications set forth in
Exhibit "B" attached (the "Access Road"). Grantee may, but is not required to, maintain,
repair, modify, replace, or otherwise alter the Access Road. Except as otherwise provided
in Section 5, Grantor is not responsible for maintaining or repairing the Access Road.
4. The duration of the grant of Easement is PERPETUAL; provided, that the
Easement may be replaced or relocated under the following conditions:
a) Replacement with Public Road Access — If and when the Access Easement Area,
or any portion thereof, is included in a Grantee -approved and recorded
subdivision plat that provides access to [the remaining portion of the Access
Easement Area OR the City Easement] via public road(s) established by such plat
("Public Road Access"), the Easement will automatically terminate as to the
portions of the Access Easement Area that are replaced by the Public Road Access.
In that event, Grantee shall, on Grantor's request, execute an addendum to this
Agreement evidencing the termination of the Easement as to that portion of the
Access Easement Area replaced by the Public Road Access; or
b) Replacement with Alternative Access - If and when the Access Easement Area,
or any portion thereof, is replaced by access to [the remaining portion of the Access
Easement Area OR the City Easement] via a permanent access easement in a
location acceptable to Grantee, having an Access Road meeting the standards set
Woodside Consent Agreement
Exhibit B-3 - Form of Access Easement Agreement
Page 2
forth in "Exhibit B" constructed thereon, and conveyed to Grantee via separate
instrument ("Alternate Access"), the Easement will automatically terminate as to
the portions of the Access Easement Area replaced by the Alternate Access. In that
event, Grantee shall, on Grantor's request, execute an addendum to this
Agreement evidencing the termination of the Easement as to that portion of the
Access Easement Area replaced by the Alternate Access.
S. The Easement and the rights and privileges granted by this Agreement are NON-
EXCLUSIVE to Grantee, and Grantee acknowledges that Grantor may use the Access
Easement Area for purposes that do not unreasonably interfere with Grantee's use of the
Access Easement Area; provided however, (a) Grantor shall promptly repair any damage
to the Access Road caused by its use of the Access Road or the Access Easement Area, or
by the negligent or willful misconduct of Grantor and/or its employees, tenants, agents,
licensees, assigns, or invitees arising out of their use of the Access Road or the Access
Easement Area, and (b) Grantee may restrict access, by a gate or other device, to any Lift
Station Site, which gate or other device will be installed at a location where the Access
Road ceases to provide access to any area other than the Lift Station Site.
6. Grantor and Grantor's successors and assigns are and shall be bound to
WARRANT and FOREVER DEFEND the Easement, and the rights conveyed in this
Agreement to Grantee and Grantee's successors and assigns, against every person
lawfully claiming or to claim all or any part thereof, by, through or under Grantor but
not otherwise, subject to all matters of record in Williamson County, Texas, to the extent
same are valid and subsisting and affect the Access Easement Area.
7. Miscellaneous
a. Entire Agreement. Notwithstanding any terms, provisions or conditions of
any other documents or instruments to the contrary, this Agreement constitutes
the entire agreement among the Parties hereto as to the subject matter hereof, and
the Parties do not rely upon any statement, promise or representation not herein
expressed.
b. Amendments. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by an agreement in writing
signed by the Parties hereto.
C. Governing Law. This Agreement shall be deemed to be a contract under
the laws of the State of Texas which is performable in Williamson County, Texas,
Woodside Consent Agreement
Exhibit B-3 - Form of Access Easement Agreement
Page 3
and for all purposes shall be construed and enforced in accordance with and
governed by the laws of the State of Texas.
d. Counterparts. To facilitate execution, this Agreement may be executed in
any number of counterparts as may be convenient or necessary, and it shall not be
necessary that the signatures of all parties hereto be contained on any one
counterpart hereof.
e. Binding on Assi s. This Agreement shall be binding upon and inure to
the benefit of Grantor and Grantee and their respective successors and assigns and
shall be deemed to be a covenant running with the land.
f. No Partnership. Nothing contained herein shall be construed to create a
partnership between or among the Parties, nor shall it cause them to be considered
joint venturers or members of any joint enterprise. In addition, this Agreement is
not intended to create any third party beneficiary except as otherwise provided.
g. Notices. Any notice hereunder must be in writing, and shall be effective
when deposited in the United States Mail, Certified (Return Receipt Requested),
or with a recognized overnight courier service, addressed to the parties as set forth
below (or as may be designated from time to time as provided in this Section 7.g),
or when actually received by the party to be notified, including electronically
confirmed facsimile transmissions:
To Grantor:
To Grantee:
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn.: Blake J. Magee
City Manager
City of Georgetown
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
Exhibit "A" - Description of Access Easement Area
Exhibit "B" - Access Road Specifications
(Remainder of page intentionally blank.)
Woodside Consent Agreement
Exhibit B-3 - Form of Access Easement Agreement
Page 4
(Signature page follows.)
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on
the date first written above (the "Effective Date").
GRANTOR:
By -
Printed N
Title:
APPROVED AS TO FORM:
City Attorney
City of Georgetown
ACKNOWLEDGEMENT
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me
20J by , individually [or
a on behalf of said entity].
on this the day of
of
Notary Public, State of
AFTER RECORDING, RETURN TO GRANTEE:
City Attorney
City of Georgetown
809 Martin Luther King Jr. St.
Georgetown, Texas 78626
Woodside Consent Agreement
Exhibit B-3 - Form of Access Easement Agreement
Page 5
Consent and Subordination by Lienholder
of [address]
("Lienholder"), as the holder of [a] lien[s] on the Access Easement Area, consents to the
above grant of the Easement, including the terms and conditions of the grant, and
Lienholder subordinates its lien[s] to the rights and interests of Grantee, so that a
foreclosure of the lien[s] will not extinguish the rights and interests of Grantee.
STATE OF
COUNTY OF
[Name of Lienholder]
k
This instrument was acknowledged before me on this the
20 , by _
,a
Woodside Consent Agreement
Exhibit B-3 - Form of Access Easement Agreement
Page 6
day of
of
on behalf of said
Notary Public, State of
EXHIBIT A
METES AND BOUNDS AND SURVEYOR'S SKETCH OF EASEMENT AREA
(to be attached)
Woodside Consent Agreement
Exhibit B-3 - Form of Access Easement Agreement
Page 7
EXHIBIT B
t114.' WIDTH
6" MINIMUM
6" MINIMUM COMPACTED SUBGRADE
COMPACTED FLEXIBLE BASE
NOTE:
ALL WEATHER DRIVING SURFACES SHALL BE CAPABLE OF SUPPORTING A
DESIGN WHEEL LOAD OF 16,000 LB (H-20 LOADING) IN ORDER TO
SUPPORT A GROSS VEHICLE WEIGHT OF 80,000 LB.
The ArchitectlEngineer assumes
responstbiIity for appropriate
use of this standard.
C:\1B6"\"➢\EYBB15\t6�"SEXN95.We mow'f Cy Cv¢neyr m .Ym 1
G
2 RWB — 253-
CITY OF GEORGETOWN
CONSTRUCTION STANDARDS AND DETAILS
ACCESS ROAD
Woodside Consent Agreement
Exhibit B-3 - Form of Access Easement Agreement
Page 8
MODIFIED
m ADOPTED 6121120C
NTT 1 1/200a
MRS I '
SD43
EXHIBIT B-4 TO CONSENT AGREEMENT
Approved Form of Sidewalk Easement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
Exhibit B-4
Form of Sidewalk Easement
SIDEWALK MAINTENANCE AND ACCESS EASEMENT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
This Agreement (this "Agreement") is made on the day of , 20,
at Georgetown, Texas, between whose address is
(hereinafter referred to as "Grantor"), and the City of Georgetown, a Texas
home -rule municipal corporation, whose address is P.O. Box 409 Georgetown, Texas 78627,
ATTN: Georgetown City Secretary (herein referred to as "Grantee").
For the good and valuable consideration described in Paragraph 2 below, Grantor
hereby GRANTS, SELLS, and CONVEYS to Grantee, for the benefit of the public, an
EXCLUSIVE easement and public right-of-way, including public access, ingress, and
egress (the "Easement"), for the purpose of construction, operation, maintenance,
repair, replacement, and/or upgrade of sidewalks and related facilities (collectively, the
"Facilities") on, over, under, and across the following described property of the
Grantor, to wit:
Being all those certain tracts, pieces or parcels of land lying and
being situated in the County of Williamson, State of Texas, being
more particularly described by metes and bounds in Exhibit A and
depicted on the sketch in Exhibit B, both exhibits being attached
hereto and made a part hereof for all purposes (the "Property").
2. The Easement and the rights and privileges herein conveyed, are granted for and in
consideration of the sum of One and No/100 Dollars ($1.00) and other good and
valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency
of which is hereby acknowledged and confessed.
The Easement is hereby granted perpetually unto Grantee, its successors and assigns
forever, together with the right and privilege at any and all times to enter the Property,
or any part thereof, for the purpose of construction, operation, maintenance, repair,
replacement, and/or upgrade of the Facilities within the Property, and for access,
ingress, and egress over the Property for public sidewalk purposes. The Easement
additionally includes the following rights: (1) the right to change the size of the
Facilities; (2) the right to relocate the Facilities within the Property; and (3) the right to
remove from the Property all trees and parts thereof, or other obstructions, which
endanger or may interfere with the efficiency and maintenance of the Facilities.
4. Grantor hereby dedicates the Property as a public sidewalk for the purposes herein
stated.
5. The duration of the Easement is perpetual.
GEORGETOWN SIDEWALK EASEMENT Page I of 4
Exhibit B-4
Form of Sidewalk Easement
6. Grantee shall be responsible for maintenance of all sidewalks within the Property at
such time that the sidewalks are completed and have been accepted for maintenance by
the City of Georgetown, Texas. It is understood and agreed that all equipment and
Facilities placed on, under, or within the Property by or on behalf of Grantee, shall
remain the property of Grantee.
7. Grantor and Grantor's heirs, personal representatives, successors, and assigns are and
shall be bound to WARRANT and FOREVER DEFEND the Easement and the rights
conveyed in this Agreement to Grantee and Grantee's successors and assigns against
every person lawfully claiming or to claim all or any part thereof.
8. The Easement, and the rights and privileges granted by this Agreement, are
EXCLUSIVE to Grantee and Grantee's successors and assigns, for the benefit of the
public, and Grantor covenants that Grantor shall not convey any other easement,
license, or conflicting right to use in any manner, the area (or any portion thereof)
covered by this grant.
9. This Agreement contains the entire agreement between the parties relating to its subject
matter. Any oral representations or modifications concerning this Agreement shall be
of no force and effect. Any subsequent amendment or modification must be in writing
and agreed to by all parties.
10. The terms of this Agreement shall be binding upon Grantor, and Grantor's heirs,
personal representatives, successors, and assigns; shall bind and inure to the benefit of
the public; and shall be deemed to be a covenant running with the land.
[signatures on the following pages]
GEORGETOWN SIDEWALK EASEMENT Page 2 of 4
Exhibit B-4
Form of Sidewalk Easement
IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be
executed on the dates set forth herein.
STATE OF
COUNTY OF
r,
GRANTOR:
By:
Name:
Title:
This instrument was acknowledged before me on this the day of
20, by of
Notary Public, State of Texas
GEORGETOWN SIDEWALK EASEMENT Page 3 of 4
Exhibit B-4
Form of Sidewalk Easement
GRANTEE:
City of Georgetown, Texas, a Texas
home -rule municipal corporation
By: _ _
Name:
Title:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this the day of, . 20 ,
by of City of Georgetown, Texas, a Texas home -rule
municipal corporation, on behalf of said corporation.
Notary Public, State of Texas
APPROVED AS TO FORM:
Assistant City Attorney
AFTER RECORDING, RETURN TO GRANTEE:
City of Georgetown
Attn: Real Estate Services
P.O. Box 409
Georgetown, Texas 78627
GEORGETOWN SIDEWALK EASEMENT Page 4 of 4
EXHIBIT B-5 TO CONSENT AGREEMENT
Approved Form of License Agreement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
Exhibit B-5
Form of License Agreement for Crossing Exclusive City Easements
REVOCABLE LICENSE AGREEMENT
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WILLIAMSON
This Revocable License Agreement (this "Agreement") is made by and between the City of
Georgetown, a Texas home -rule municipal corporation ("City"), and , a Texas
("Licensee").
WHEREAS, the City owns the easement described in Document No.
the Official Records of Williamson County, Texas (the "City Easement").
in
WHEREAS, Licensee desires to cross the City Easement with certain public utility improvements
associated with the development of the Woodside Subdivision, Williamson County, Texas.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the City and Licensee agree as follows:
The City hereby grants to Licensee a license to use those certain portions of the City Easement
shown on the construction plans prepared by dated
as shown by diagram on Exhibit "A" attached (the "Licensed Areas") for the following purposes only:
to place a inch in diameter underground utility line (the "Licensee's
Improvements") under, across, and generally perpendicular to the City Easement, and not in contact with
any electric, water, sewer, telephone, or other utility improvement or equipment located within the Licensed
Areas in a manner that does not interfere with the City's current or future use of the Licensed Areas, and
subject to the terms and conditions of this Agreement (the "Licensed Purposes").
Licensee shall comply with and is subject to Chapter 12.09 of the City of Georgetown, Texas Code
of Ordinances, and any other adopted ordinance. Promptly after completing construction of Licensee's
Improvements, Licensee shall remove and properly dispose of all trash, construction debris, and other
materials from the Licensed Areas and restore the surface of the Licensed Areas to the same condition that
existed prior to entry or use by Licensee, and if Licensee fails or refuses to do so, the City may perform the
work or cause to the work to be performed and Licensee shall reimburse the City for all such costs within
90 days after receipt of an invoice from the City for same.
The City has right to enter the Licensed Areas at any time for any reason consistent with the purpose
allowed under the City Easement with no prior notice to Licensee and to use all or any part of the Licensed
Areas for any purpose allowed under the City Easement.
LICENSEE ACKNOWLEDGES AND AGREES THAT IT ACCEPTS ALL LICENSED
AREAS "AS IS, WHERE IS, AND WITH ALL FAULTS." THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS AGREEMENT, AND THE CITY
HAS NO OBLIGATION TO MAKE A LICENSED AREA SUITABLE FOR LICENSEE'S USE OR
TO REPAIR ANY DAMAGE TO OR DEFECT IN A LICENSED AREA.
LICENSEE EXPRESSLY COVENANTS, STIPULATES AND AGREES TO INDEMNIFY,
HOLD HARMLESS, AND DEFEND THE CITY FROM ANY AND ALL LIABILITY, CLAIM,
CAUSE OF ACTION, COST, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR
RESULTING FROM LICENSEE'S USE OF THE LICENSED AREAS.
The license granted by this Agreement shall commence on the Effective Date and shall expire
automatically upon removal of Licensee's Improvements. The license granted by this Agreement is also
revocable by the City upon the occurrence of any of the following conditions or events, which revocation
shall be effective as of the date that is 180 days after the City sends written notice of revocation to Licensee:
A. Licensee failed to comply with the terms of this Agreement or Chapter 12.09 of the City Code of
Ordinances, or any other law, ordinance, or permit which apply to Licensee's use of a Licensed
Area and failed to timely cure the noncompliance; or
B. Licensee's Improvements interfere with the rights of the City or the public under the City Easement;
or
C. Licensee's Improvements present a danger to the public which is not remediable by maintenance
or repair within a reasonable time (as determined by the City); or
D. The use of the Licensed Areas by the City becomes necessary for a municipal purpose.
On the occurrence of an event allowing the City to revoke the license granted by this Agreement,
the City shall send written notice to Licensee stating whether Licensee's Improvements must be removed
from or may remain in the Licensed Areas. If removal is required by the City or if Licensee elects to remove
Licensee's Improvements, Licensee shall have 180 days after the date of the City's written notice to remove
Licensee's Improvements, which shall be at no cost to the City. If removal is not required by the City, the
City's notice shall include an estimate of additional costs attributable to accommodating the continued
presence of Licensee's Improvements in the Licensed Area, and Licensee shall pay to the City all actual
costs related to same within 90 days after receipt of an invoice from the City. The City also has the right,
but not the obligation, to enter the Licensed Areas and at Licensee's expense to remove any structure or
improvements or alterations thereon upon the determination by the City that such removal is necessary for
protecting persons or property or is in the public interest.
This Agreement shall run with the title to the Licensed Areas, and the terms and conditions hereof shall
be binding upon subsequent owners or holders thereof. This Agreement shall be filed of record at
Licensee's cost in the Official Records of Williamson County, Texas, and Licensee shall cause any
immediate successors in interest to have factual notice of this Agreement.
Made to be effective as of the day of 20_(the "EFFECTIVE
DATE').
THE CITY: LICENSEE:
City of Georgetown, Texas , a Texas
By: _
Name:
Title:
City Planning Department Director
Address for Notice:
Woodside Consent Agreement
Exhibit B-5
Form of License Agreement - Page 2 of 2
By:
Name:
Title:
Address for Notice:
APPROVED AS TO FORM:
Assistant City Attorney
STATE OF TEXAS
COUNTY OF WILLIAMSON
ACKNOWLEDGMENT
This instrument was acknowledged before me on the day of , 2C_, by
in his/her official capacity as Director of the Planning
Department for the City of Georgetown, a Texas home -rule municipal corporation, on behalf of the City of
Georgetown, Texas.
STATE OF
COUNTY OF
of
Notary Public, State of Texas
ACKNOWLEDGMENT
This instrument was acknowledged before me on the day of
in his/her official capacity as
on behalf of
Notary Public, State of Texas
Woodside Consent Agreement
Exhibit B-5
Form of License Agreement - Page 3 of 2
20_, by
EXHIBIT C TO CONSENT AGREEMENT
City Parkland Agreement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
PARKLAND IMPROVEMENTS AGREEMENT
between
THE CITY OF GEORGETOWN
and
MK MADISON, L.P.
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 MK MADISON, LP, a Texas limited partnership (the
"Developer"), each a "Party" and collectively the "Parties."
WHEREAS, City, Developer, and Woodside Municipal Utility District No. 1 are parties to that
certain Consent Agreement dated to be effective of even date herewith (the "Consent Agreement") which
covers certain land owned by Developer (referred to herein and therein as the "Project") and shown on the
Land Use Plan which is attached hereto as Exhibit A and to the Consent Agreement as Exhibit "F" (the
"Land Use Plan"); and
WHEREAS, the Land Use Plan shows, among other items, an area labeled "Public Park 5.5 Ac."
(the "City Park"), and indicates by note that a 10' Community Trail System is to be constructed on one
side of each Collector (such trail system, the "Primary Trails"), which Primary Trails will be located in
the right of way of or Sidewalk Easements adjacent to, such Collector; and
WHEREAS, as more particularly described in the Consent Agreement, Developer will convey (i)
the City Park to the City after Developer Completes construction of the City Park Improvements (defined
in Section III.A below), and (ii) the Primary Trails to the City after Developer Completes construction of
each phase of the Trail Improvements (defined in Section III.A); and
WHEREAS, this Agreement is attached to the Consent Agreement as Exhibit "C", and
WHEREAS, this Agreement provides the specifications and processes for the construction,
approval, acceptance, and maintenance of the Parkland Improvements; 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.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 1
B. Developer designates Blake J. Magee as its authorized representative to act on 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: (i) within the City Park,
all of the parkland improvements listed as Items 1-5 on the attached Exhibit B (collectively, the "City Park
Improvements"), and (ii) within the Primary Trails, the concrete trail improvements listed as Item 6 on the
attached Exhibit B (the "Trail Improvements"). The term "Improvements" shall mean, collectively, the
City Park Improvements and the Trail Improvements, and when singular any one of them. Developer must
invest a minimum of $735,000.00 to construct and install the Improvements. The City Park Improvements
will be completed by the deadline specified in Section 12.04 of the Consent Agreement. The Trail
Improvements will be constructed in phases as each Collector is built as described in Section 12.02 of the
Consent Agreement.
B. Developer shall submit plans for the Trail Improvements to the City through the City's Planning
Department for review and approval by the PARD with the construction plans for all other public
improvements for each section within the Project that includes a segment of a Collector and adjacent
Primary Trail. As to the City Park Improvements, at least ninety (90) calendar days prior to commencing
construction, Developer shall submit to the City through the City's Planning Department a detailed
description of the City Park Improvements for review and approval by the PARD (the " Description"). The
Description shall include the following information: a detailed description of the City Park Improvements,
including their purpose, size, location, construction/installation schedule, plans, specifications, a site plan
showing the site grading, landscaping, irrigation, construction documents, construction access, and the
estimated cost of constructing the City Park Improvements as determined by a professional engineer and/or
landscape architect. Developer shall cooperate with reasonable requests of the City for additional
information relating to the Improvements. Developer shall use only the City -approved Description, site
plan, construction plans, and specifications for the City Park Improvements, and only the City -approved
construction plans for the Trail Improvements (each, the "Plans") for construction of the Improvements.
C. In lieu of full construction of an Improvement prior to recordation of any final plat containing
same, a final plat containing an Improvement may be recorded without Completion of the Improvement if
Developer posts fiscal surety for same as provided herein. Such fiscal surety shall be in an amount of at
least one hundred twenty five percent (125%) of the then remaining cost to Complete the Improvement as
estimated by a licensed engineer and approved by the City's PARD and Development Engineer. The fiscal
security instrument shall state that it is for Woodside Municipal Utility District No. 1 and shall list the
Improvement and estimated cost of Completion thereof. A plat containing an Improvement shall not be
recorded until either all Improvements therein are Complete or financial security is delivered to the City in
the form provided by the City and approved as to form and legality by the City Attorney. No release of any
security shall occur until the City has formally accepted the Improvement that is the subject of such security.
D. All work must be performed in compliance with the Governing Regulations and with the applicable
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 the Governing Regulations regarding permits and approvals related to activities and
construction of the Parkland Improvements.
E. Construction shall not commence on a City Park Improvement until PARD has issued a written
"Notice to Proceed" for the City Park Improvement for which the City, in its regulatory capacity, has
approved Plans. If requested by the PARD, Developer shall attend a pre -construction meeting for the City
Park Improvements.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 2
F. Subject to force majeure events and delays caused by governmental authorities, Developer shall
diligently prosecute Completion of all Improvements and as to all City Park Improvements, shall coordinate
all construction activity with designated PARD staff following issuance of the Notice to Proceed.
G. Upon Completion of the City Park Improvements, Developer shall request inspection by e-mail
and/or phone, plus deliver to the PARD written notice that construction of the City Park Improvements has
been completed and is ready for a final inspection. Developer shall promptly respond to the City's
inspection(s) results, including correcting any deficiencies identified by the PARD and/or City engineer.
Developer shall seek to correct any deficiencies within ten (10) calendar days and will inform the PARD
in writing if the correction will require a longer period to correct (e.g., if it requires reordering parts to a
specific Improvement or a Contractor is unavailable). This process will repeat until the City finds the City
Park Improvements have been completed in conformance with the City -approved Plans.
H. Following the inspection process outlined above and prior to the City's acceptance of the City Park
Improvements, Developer must deliver the Completion Documentation for the City Park Improvements.
The Completion Documentation shall be submitted to the City not more than thirty (30) days following the
City's communication to Developer that the City Park Improvements are in conformance with the City -
approved Plans.
1. Upon the City's acceptance of the Completion Documentation for the City Park Improvements,
Developer shall provide the Dedication Documentation for the City Park Improvements and promptly
thereafter transfer the City Park to the City as provided in Section 12.04 of the Consent Agreement (but
shall retain the maintenance obligations for the City Park and the City Park Improvements provided in
Section VII of this Agreement).
J. With respect to the Trail Improvements, Developer shall construct each phase of the Trail
Improvements in accordance with the applicable Plans and will submit Completion Documentation for the
Trail Improvements together with the Completion Documentation for the other public improvements within
the applicable phase. Upon the City's acceptance of such Completion Documentation for a phase,
Developer shall provide the Dedication Documentation for the applicable phase of the Trail Improvements
and promptly thereafter transfer such Trail Improvements to the City as provided in Section 12.02 of the
Consent Agreement.
K. 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 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. Within thirty (30) calendar days of receipt of a set of 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, which the Developer and its Contractor shall attend.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 3
C. The City shall have the right to inspect each Improvement during and at the completion of
construction; provided, however, that the City shall provide twenty-four (24) 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 prompt inspections following Developer's request
for inspections as described in Section III.G of this Agreement; however, no advance notice will be required
prior to an inspection that is in response to Developer's request for an inspection or to address an
emergency.
D. The City will notify Developer if an inspection reveals that any portion of an Improvement is not
constructed in substantial accordance with the City -approved Plans or the Governing Regulations.
However, the City is not responsible for the construction of the Improvements, the quality of the material,
or 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 Documentation, the City shall
respond to Developer by either submitting a list of items still requiring completion or modification,
requesting additional information, or by accepting the Completion Documentation. Final approval of the
Plans, including all Improvements described in the City -approved Plans, shall be evidenced by a letter of
approval from PARD (as to the City Park Improvements) or the City's Development Engineer (as to the
Trail Improvements). Failure to respond to the Completion Documentation 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
Improvement(s) falling within the terms of this Agreement.
VI. CONSTRUCTION COSTS
A. Developer shall be solely responsible for all costs of design and construction of the Improvements.
Any increases in the actual costs of the design and construction of the 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 Improvements.
VII. MAINTENANCE
A. Notwithstanding that the City will own the Improvements, Primary Trails and City Park, as required
by the Consent Agreement, Developer will correct and repair defects in the Improvements and will maintain
the Improvements to the standard set out in the Consent Agreement, until such time as Developer transfers
the obligation to correct, repair and maintain the Improvements to the SF Detached HOA; provided,
however, that Developer shall not be responsible for any damage, defect or repair caused by the negligence
or willful misconduct of the City. As provided in Section 7.06 of the Consent Agreement, Developer (i)
may cause the SF Detached HOA to assume the obligations under this Section VII.A at any time (but
Developer will remain jointly and severally liable for such maintenance obligations until expiration of the
period set out in Section 7.06 of the Consent Agreement), and (ii) will cause the SF Detached HOA to enter
into the Maintenance Agreement within the time frame set out in, and as more particularly described in,
Section 7.06 of the Consent Agreement.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 4
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
DESCRIPTION; OR (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 that is related to this Agreement or the Improvements 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 any Contractor performing work on an Improvement after the Improvement
has been dedicated to the City to indemnify City as provided in this Article.
IX. INSURANCE
A. Developer shall require any Contractor performing work on an Improvement after the
Improvements has been dedicated to the City to procure and maintain in full force and effect
insurance coverages in accordance with the insurance requirements as set forth in Exhibit C to this
Agreement, which is attached hereto and incorporated herein for all purposes as if set forth in full.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 5
X. DEFAULT
A. Events of Default under this Agreement are:
1) Developer's failure to design the Improvements as required to comply with the Governing
Regulations;
2) Developer's failure to construct the Improvements as required to comply with the
Governing Regulations and applicable City -approved Plans or to Complete any Improvement
within the timeframe required by the Consent Agreement;
3) Developer's failure to provide the City with a complete set of construction plans for each
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 (City agrees that the "as built" plans for Trail Improvements will be included within
the "as built" plans for the remaining public improvements within the applicable phase);
4) Developer's failure to correct, repair and maintain the Improvements as required herein;
and/or
5) Developer's failure to comply with any other material provision of this Agreement.
B. The City shall provide written notice to Developer of the occurrence of an Event of Default. The
notice will identify the Event of Default and Developer will have thirty (30) calendar days from receipt of
this notice in which to cure any such Event of Default (or such longer period as the City and Developer
may agree in writing).
XI. TERMINATION
A. If an Event of Default by Developer occurs under this Agreement, the City shall notify Developer
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 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. The term "Satisfaction Date" means the date on which all of the following have occurred:
Developer has Completed all Improvements and transferred the City Park and the Primary Trails to the City
as required by the Consent Agreement, the SF Detached HOA has entered into the Maintenance Agreement,
and Developer has transferred Developer's maintenance obligations for the Improvements to the SF
Detached HOA. If (i) Developer has not cured an Event of Default as specified in the written notice or any
extension within the time provided, or (ii) the Satisfaction Date has not occurred but 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 Developer.
This Notice of Termination shall be effective for all purposes when addressed to Developer at the address
for notice provided in Section XIII.E of this Agreement and deposited in the U.S. Mail, postage prepaid
and mailed Certified Mail, Return Receipt Requested.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 6
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 PARR 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
Improvements (whether or not Completed), and the plans and specifications, bonds, warranties, guaranties,
and other rights relating to the Improvements. On termination, all parts and equipment and 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, Developer's maintenance obligations
under Section VII of this Agreement shall survive termination and Developer (or the SF Detached HOA)
shall continue to be obligated to maintain the Improvements 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 City Park, any Improvement or their 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, the Consent Agreement and when executed, the Maintenance Agreement,
constitute the entire agreement between the parties with respect to the Improvements. Any previous
agreement, assertion, statement, understanding, or other commitment before the date of this Agreement,
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.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 7
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
808 Martin Luther King Street
Georgetown, Texas 78726
Attn: City Manager
or
P.O. Box 409
Georgetown, Texas 78627
Attn: City Manager
with copies to: City of Georgetown
City Attorney
809 Martin Luther King Street
Georgetown, Texas 78726
or
P.O. Box 409 Georgetown, Texas 78627
Attn: City Attorney
and to: City of Georgetown
Parks and Recreation Department
1101 N. College Street
Georgetown, TX 78626
or
P.O. Box 409 Georgetown, Texas 78627
Attn: Director, Parks and Recreation
DEVELOPER: MK Madison, L.P.
1011 N. Lamar Blvd.
Austin, TX 78703
Attn: Blake J. Magee, President
Phone: (512) 481-0303
with copy to: Ann E. Vanderburg
Hurst, Savage & Vanderburg, L.L.P.
814 West 10'h Street
Austin, Texas 78701-2005
Phone: (512) 474-8401
F. The City and Developer, respectively, bind themselves, their assigns and their legal representatives
to this Agreement.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 8
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.
XVIH. NO ASSIGNMENT
No Party may assign this Agreement without the written consent of the other Party; provided,
however, 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 Developer under this Agreement, to the Authorized
Assignee or an Assignee approved by the City pursuant to the Consent Agreement (and shall assign this
Agreement to such an Authorized Assignee or Assignee if the Consent Agreement is assigned to the
Authorized Assignee or Assignee) or to an affiliated entity (i.e., an entity that is controlled by or under
common control with the Developer) or the SF Detached HOA, all without City consent but on a form of
assignment acceptable to the City. A copy of the executed assignment must be provided to the City within
15 days after execution.
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
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.
MK Madison / Woodside MUD No. I Parkland Improvement Agreement
Page 9
EXECUTED AND MADE TO BE EFFECTIVE on the latest date accompanying the signatures of the
authorized representatives of the Parties to this Agreement (the "Effective Date").
F,xhihit List
Exhibit A Land Use Plan
Exhibit B Parkland Improvements
Exhibit C Insurance Requirements
[EXECUTION PAGES TO FOLLOW]
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 10
CITY:
ATTEST:
By: Z�
Robyn ensmore, �CityySecretary
APPROVED AS TO FORM:
fcye M sson, Ci homey
CI'
a
ACKNOWLEDGEMENT
State of Texas §
County of Williamson §
This Parkland Improvements Agreement was acknowledged before me on 1L✓
2022 by Josh Schroeder, Mayor of the City of Georgetown, Texas, a home-rul unici ity, on behalf of
the City.
By:
Notary Pub State of Texas
E*lv
KAREN FROST
Notary ID # 1053608-4
y Commission Expires
May 24, 2024
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 11
DEVELOPER:
MK Madison, LP, a Texas limited partnership
By: Blake Magee GP, L.L.C., a Texas limited
liability corporation, its General Partner
By:
Blake J. Magee, President
ACKNOWLEDGEMENT
STATE OF TEXAS
COUNTY OF TRAVIS
This instrument was acknowledged before on jjj 12022, by
Blake J. Magee, President of Biake Magee GP, L.L.C., a Texas I im ited liability corporation, General Partner
of MK Madison, LP, a Texas limited partnership, on behalf of said corporation and partnership.
(seal) /�—A a A&��
Notdry Public tate of Tex s
y`...... HOLLY H. FULLERTON
ti 1O..GIf6
3r°' c z Notary Public, State of Texas
'Q= Comm. Expires 05-29-2024
Notary ID 132499027
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 12
EXHIBIT A TO PARKLAND IMPROVEMENT AGREEMENT
Land Use Plan
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 13
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EXHIBIT B TO PARKLAND IMPROVEMENTAGREEMENT
PARKLANDIMPROVEMENTS
Parkland Improvements
At Woodside
Estimated Cost (2021)
1
Shade pavilion
$95,000.00
2
Multi -age playscRe and swings
$150,000.00
3
6-foot wide concrete trail loop located within the City Park
$50,000.00
4
Site furnishings - benches, picnic tables, trash cans
$25,000.00
5 1
Landscging and Irrigation System
$225,000.00
6
10-foot wide concrete Primary Trail
$165,000.00
7.
Wrought Iron Fence with wood slats installed at the back
$25,000.00
of the City Park
TOTAL
$735,000.00
NOTE: Total Construction Costs of the foregoing Parkland Improvements must be at
least $735,000.00 supported by documentation submitted to and approved by the City's
Representative
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 15
EXHIBIT B
INSURANCE REQUIREMENTS
1. During any period when a CONTRACTOR is entering onto a portion of the Project owned by the
City, that CONTRACTOR shall purchase and maintain insurance in the types and amounts
indicated below, 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 CONTRACTOR enters the portion of the Project owned by the City as verification of
coverage required below. CONTRACTOR shall not commence Work on City -owned land 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.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 16
8. OWNER reserves the right to review the insurance requirements set forth during the applicable
periods 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.
11. 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 time such Subcontractor is performing work
on portions of the Project owned by the City 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 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:
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 17
• 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.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 18
s 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, 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.
MK Madison / Woodside MUD No. 1 Parkland Improvement Agreement
Page 19
EXHIBIT D TO CONSENT AGREEMENT
Conceptual Utility Plan
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
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EXHIBIT E TO CONSENT AGREEMENT
Conceptual Transportation Plan
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
6
EXHIBIT F TO CONSENT AGREEMENT
Land Use Plan
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
EXHIBIT G TO CONSENT AGREEMENT
Passive Park A reement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
PASSIVE PARK AGREEMENT
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
THIS PASSIVE PARK AGREEMENT (this "Agreement") is made and entered into by and
between MK MADISON, LP, a Texas limited partnership ("MK"), PULTE HOMES OF
TEXAS, L.P., a Texas limited partnership ("Pulte") and WILLIAMSON COUNTY, TEXAS
(the "County"). MK, Pulte and the County are referred to collectively as the "Parties".
RECITALS:
1. MK owns that certain 486.324 acre tract of land situated in the City of Georgetown,
County of Williamson, Texas, described by metes and bounds in the "Special Warranty
Deed" between the Madison at Georgetown Cotenancy, MMSG Limited Partnership, a
Texas limited partnership, and MK Madison, a Texas limited partnership, recorded as
Document No. 2021197306 in the Official Public Records of Williamson County, and by
sketch on the attached Exhibit A (the "Land").
2. Pulte is under contract with MK to purchase approximately 201.435 acres out of the Land
(the "Pulte Portion of the Land") more particularly described on the attached Exhibit
B which includes approximately 11.4 acres adjacent to certain land owned by the
Williamson County Park Foundation Inc, a Texas nonprofit corporation. The 11.4 acres
is situated where generally shown on the attached Exhibit C (the "Passive Parkland'.
3. MK requested consent from the City of Georgetown, Texas to form a municipal utility
district on the Land, and the City's consent is conditioned on (among other things) a
requirement that MK and Pulte enter into an agreement with the County pursuant to which
the Trail and Trail Improvements (defined below) will be constructed and maintained on
the'Passive Parkland.
4. The County, MK and Pulte are entering into this Agreement to set out certain agreements
with respect to the Passive Parkland, Trail, and Trail Improvements, as more particularly
described below.
NOW, THEREFORE, in consideration of these premises and the promises contained herein,
the Parties agree as follows:
AGREEMENT:
1. DEFINITIONS. In addition to the terms defined in the Recitals, the following words
have the following meanings when used in this Agreement:
C.NUsew\bbeil\AppDataU.ocni Nicrosoft\Windows%]NctCache\Conicnl.outlook\Q8OIZSAS1Madison_Wilco Path Agreement RrW.docx
a. City — means the City of Georgetown, Texas.
b. Passive Park _ means open space or green space areas which remain largely in a
natural undisturbed state.
c. Permits — means any and all federal, state, regional, or local permits,
authorizations or permissions needed to construct and maintain the Trail and the
Trail Improvements in the Passive Parkland.
d. Trail — means a mown or mulched native trail approximately 2,300 feet long and
6 feet wide traversing the Passive Parkland in generally a southwest to northeast
direction, commencing at the westernmost boundary of the Passive Parkland and
ending at its northernmost boundary as generally shown on Exhibit C.
e. Trail Improvements — means a minimum of 4 benches, 2 trash receptacles, and
2 trail head signs, each to be located generally where shown on the attached
Exhibit C and to be of at least the same quality as similar improvements being
installed by MK on the portions of the Land owned by MK.
f. USFWS Agreement — means an agreement between the Williamson County
Conservation Foundation and the U.S. Fish and Wildlife Service with respect to
an area that includes the Passive Park.
2. PULTE OBLIGATIONS. Pulte agrees to convey the Passive Parkland to the County via
plat or separate instrument (as the County may require in its sole discretion) for use solely
as public parkland. If the Pulte Portion of the Land directly abutting the Passive Parkland
and labeled as "Parcel 4 Del Webb Residential" on the attached Exhibit C is final platted
in phases, Pulte may convey the Passive Parkland to the County in similar phases,
provided however that all the Passive Parkland must be conveyed to the County before or
within thirty (30) days following recording of the last final plat of the Pulte Portion of the
Land that contains land abutting the Passive Parkland (being the land labeled as "Parcel
4 Del Webb Residential' on the attached Exhibit Q. Each such dedication of Passive
Parkland must include a reservation of rights to MK and the City, subject to compliance
with the USFWS Agreement, to cross the Passive Parkland with easements that benefit
the balance of the Land and for MK to enter the Passive Parkland to perform its
obligations hereunder, and be free and clear of liens arising by, through or under Pulte
but otherwise subject to all matters of record or apparent on the Passive Parkland. The
easement for the wastewater line will be located generally as shown in Exhibit D.
3. MK OBLIGATIONS: MK, at its expense, will:
a. Apply for any applicable Permits for the construction of, and construct, the Trail
prior to final dedication of the Passive Parkland to the County.
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b. After completion of the Trail and Trail Improvements, continuously maintain or
cause to be maintained, the Trail and Trail Improvements in good repair (free of
debris that blocks access and trash) for so long as the Passive Parkland is used for
parkland purposes to at least the level of maintenance and repair that the County
provides to similar trails and improvements in its other natural, open, and preserve
areas. The obligation to maintain includes the obligation to repair the Trail
Improvements, and to replace the Trail Improvements at the end of their useful
lives. MK's Trail maintenance activities include, but are not limited to, mowing,
mulching, weed management, brush clearing, restoration and all other activities
needed to make the Trail useable by the public, subject in all instances to the
USFWS Agreement.
c. To the extent the Permits remain applicable following completion of the Trail,
keep the Permits in full force and effect, and comply with said Permits for so long
as the Passive Parkland is used for parkland purposes.
d. Subject to the USFWS Agreement, maintain the remainder of the Passive
Parkland (i.e., outside the Trail area) as a natural open area to at least the level of
maintenance and repair that the County provides to similar natural, open areas for
so long as the Passive Parkland is used for parkland purposes.
4. COUNTY OBLIGATIONS. The County will:
a. Accept each dedication of the Passive Parkland from Pulte (or MK, if Pulte does not
acquire the Pulte Portion of the Land), for use solely as public parkland, and allow
the Passive Parkland to be used by the residents of the Land and members of the
general public.
b. Subject to MK's construction and maintenance obligations related to the Trail and
Trail Improvements in paragraph 3 of this Agreement, preserve, operate and maintain
the Passive Parkland as a Passive Park for so long as the Passive Parkland is used for
parkland purposes.; provided, however, that the Trail and the Trail Improvements
shall be allowed to be constructed or placed and remain in the Passive Parkland.
5. MISCELLANEOUS
a. This Agreement will bind and inure to the benefit of the Parties and their successors
and assigns.
b. This is the entire agreement between the Parties with respect to the subject matter
hereof. As of this date, there are no other agreements or representations, oral or
written, between the Parties in conflict with this Agreement. Any revision,
modification, or amendment of this Agreement will be effective only when reduced
to writing and signed by the Parties. NO OFFICIAL, AGENT, OR EMPLOYEE OF
THE COUNTY HAS ANY AUTHORITY, EITHER EXPRESS OR IMPLIED, TO
AMEND OR MODIFY THIS AGREEMENT EXCEPT PURSUANT TO SUCH
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EXPRESS AUTHORITY AS MAY BE DELEGATED BY THE
COMMISSIONERS' COURT.
c. MKs obligation to maintain the Trail Improvements may be assigned to a
homeowners association benefitting the portions of the Land owned by MK; any other
assignment by MK requires the consent of the County, which consent will not be
unreasonably withheld or unduly delayed by the County, and, if applicable,
amendment of the relevant agreement between the City and MK.
d. The rights, duties, and responsibilities of Pulte maybe assigned to a subsequent owner
of the Pulte Portion of the Land or the Passive Parkland; any other assignment by
Pulte requires the consent of MK and the County, which consent will not be
unreasonably withheld or unduly delayed by MK or the County, and, if applicable,
amendment of the relevant agreement between the City and MK.
e. After Pulte has dedicated, transferred, or otherwise conveyed the entire Passive
Parkland to the County, or if the contract between MK and Pulte for the acquisition
of the Pulte Portion of the Land terminates without Pulte acquiring the Pulte Portion
of the Land, Pulte will cease to be a Party to this Agreement and thereafter this
Agreement will -be -between the County and MK only and-MK automatically will
assume, and will perform (or cause to be performed), the obligations of Pulte set out
in paragraph 2.
f. If a Party fail to perform when and as required by this Agreement (the "Non.
performing Party"), the performing Parties (each a "Performing Party") shall
diligently pursue performance of this Agreement, or, if any Performing Party does not
wish to diligently pursue performance, the Performing Party will promptly notify any
other Performing Parties and the City, and if a Performing Party or the City requests,
the Performing Party will assign to the City its rights under this Agreement so the
City may seek to enforce such obligation directly.
g. Any notices to be given by one Party to the others by this Agreement will be given in
writing addressed to the Party at the address set forth below for such Party when
personally delivered, delivered by email (with a copy sent by another method
permitted by this paragraph), delivered by overnight delivery, or sent certified United
States mail, postage prepaid, return receipt requested to the Parties hereto at the
following addresses For purposes of notice, the addresses shall, until changed as
provided below, be as follows:
MK: MK Madison, LP
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn: Blake J. Magee
E-mail: blake@blakema-jeco.com
41 Page
Pulte: Pulte Homes of Texas, L.P.
9401 Amberglen Blvd.
Bldg 1, Ste 150
Austin, Texas 78729
Attn.: Bryan Beil, Vice President
Email: Bry�tn.F3eil@pul�e�cn�ip.co3��
Williamson County: Williamson County Parks and Recreation
219 Perry Mayfield Blvd.
Leander, Texas 78641
Attn: Joshua D. Renner
City. City Manager
City of Georgetown
808 Martin Luther King, Jr. St.
Georgetown, Texas 78626
With a required copy to:
City Attorney
City of Georgetown
809 Martin Luther King, Jr. St.
Georgetown, Texas 78626
The date of receipt shall be the date of actual receipt of such notice if the notice is
personally delivered, the date of delivery if sent by email (provided that any email
sent after 5.00 p.m. or on a non -business day shall be deemed received on the next
business day), the date delivered to an overnight delivery service for "next day"
delivery, or if sent by certified mail, the date of actual receipt or two (2) days after the
postmark date, whichever is sooner. The Parties shall have the right from time -to -
time to change their respective addresses by written notice to the other Party(ies).
h. The construction and validity of this Agreement shall be governed by the laws of the
State of Texas. This Agreement is wholly performable in Williamson County, Texas,
and concerns real property located in Williamson County.
i. All exhibits and other documents attached to or referred to this Agreement are
incorporated herein by reference for the purpose set forth in this Agreement.
The provisions of this Agreement are severable, and if any words, phrases, clause,
sentence, paragraph, or other part of this Agreement, or the application thereof to any
person or circumstances should ever be held by any court of competent jurisdiction
to he invalid or unconstitutional for any reason, the remainder of this Agreement and
the application of such work, clause, sentence, paragraph, or part of this Agreement
to other persons or circumstances shall be construed as if such invalid or
unconstitutional portion had never been contained herein.
5 1 P a g e
k. Any number or gender used in this Agreement shall be construed to include any other
number or gender as necessary to provide for the intention of the Parties and a
reasonable interpretation of this Agreement.
1. When mediation is acceptable to all Parties in resolving a dispute arising under this
Agreement, the Parties agree to use the Dispute Resolution Center of Austin, Texas,
as the provider of mediators for mediation as described in Section 154.023 of the
Texas Civil Practice and Remedies Code. Unless all Parties are satisfied with the
result of the mediation, the mediation will not constitute a final and binding resolution
of the dispute. All communications within the scope of the mediation shall remain
confidential as described in Section 154.073 of the Texas Civil Practice and Remedies
Code, unless the Parties agree, in writing, to waive the confidentiality.
m. This Agreement supersedes and replaces in its entirety a certain Possession and Use
Agreement (the "Prior Agreement") dated September 16, 2013 between the County,
John D. Gourley, Robert W. Teeter, Pamela S. Teeter a/k/a Pamela S. Gourley,
Vincent J. Stagliano, Peggy S. Stagliano, John H. Teeter and Wolf Von Buchholtz,
recorded under Document No. 2013102459, Official Public Records of Williamson
County, Texas. From and after the execution of this Agreement, the Prior Agreement
will be null, void and of no further force and effect.
EXHIBIT LIST:
EXHIBIT A Land (486.324 acres)
EXHIBIT B Pulte Portion of the Land (201.435 acres)
EXHIBIT C Passive Parkland, Trail, Trail Improvements
EXHIBIT D Wastewater Easement (Bore)
(Signature Pages Follow)
61Page
EXECUTED to be effective as of the later date set forth below.
MS MADISON, LP, a Texas limited partnership
By: Blake Magee GP, LLC, a Texas limited liability
company
By. a"
Blake J. Magee, President
Date: 4/7/22
PULTE HOMES OF TEXAS, L.P., a Texas limited
partnership
By: Pulte Nevada L LLC, a Delaware limited liability
company
By:
B ryBeil, Vice President — Land
Acquisiti ns entrat Texas
Date: K ! 7 /I-•
WILLIAMSON COUNTY, TEXAS
Date: Apr 19, 2022
71Page
EXHIBIT A
METES AND BOUNDS DESCRIPTION
486.324 ACRES
BURRELL EAVES SURVEY, ABSTRACT 216
LEMUEL S. WALTERS SURVEY, ABSTRACT 653
WILLiAMON COUNTY, TEXAS
Being 486.324 acres or 21,184,268 square feet of land situated in the Burrell Eaves Survey,
Abstract Number 216 and the Lemuel S. Walters Survey, Abstract Number 653, Williamson
County, Texas, and being a portion of the remainder of a called 165.97 acre tract (TRACT 1)
conveyed in a General Warranty deed with Vendor's Lien to Wolf Von Buchholtz, (3 8% undivided
interest), Robert W . Teeter and Pamela S. Teeter, husband and wife (17% undivided interest), John
D. Gourley (29% undivided interest) and John D. Gourley, Trustee (16% undivided interest), as
recorded in Document Number 2006001445 of the Official Public Records of Williamson County,
Texas (O.P.R.W.C.T.) and a portion of the remainder of a called 424.43 acre tract (TRACT 2)
conveyed in a Warranty deed with Vendor's Lien to John D. Gourley (30.85% undivided interest),
Robert W-a Teeter and_wife,-Pamela-S.T-eeter(1-2.34%-undivided-interest),—Vincent-J.-Stagliano---
and wife, Peggy S. Stagliano (48.595% undivided interest) and John H. Teeter (8,215% undivided
interest), as recorded in Document No. 2006052470, O.P.R.W.C.T. and a called 4.878 acres tract
(TRACT 3) conveyed in a Special Cash warranty Deed to Wolf Von Buchholtz (10.68% undivided
interest), John D. Gourley (34.83% undivided interest), Robert W. Teeter and Pamela S. Gourley
(19.555% undivided interest) and Vincent J. Stagliano and wife, Peggy S. Stagliano (34.935%
undivided interest), as recorded in Document No. 2007099395, O.P.R.W.C.T. Said 486.324 Acre
tract of land being more particularly described by metes and bounds as follows with all bearings
being referenced to the Texas State Plane Coordinate System, Texas Central Zone, NAD 83190
HARK Datum with all distances shown hereon converted to surface values by multiplying by the
combined scale factor of 1.000143965.
BEGINNING, at a found concrete monument with TxDOT disc, for the southeast corner of said
Tract 1 and the northeast corner of the remainder of a called 32.91 acre tract conveyed to Clyde
and Martha Thompson, as recorded in Volume 532, Page 496 of the Deed Records of Williamson
County, Texas (D.R.W.C.T.), said point being on the southwesterly Right -of -Way line of State
Highway 195 (Right -of -Way Width Varies) conveyed to the State of Texas Department of
Transportation, as described in Volume 6, Page 364, Civil Minutes of Williamson County, Texas;
THENCE, with the line common to the south line of said Tract 1 and the north line of the
remainder of said 32.91 acre tract, the following two (2) courses and distances:
1) South 49 degrees 27 minutes 43 seconds West, with the line common to the south line of
said Tract 1 and the north line of the remainder of said 32.91 acre tract, a distance of 584.19
feet to a found PK Nail set in concrete at a fence corner,
Page 1 of 8
2) South 42 degrees 40 minutes 58 seconds West, with the line common to the south line of
said Tract 1 and the north line of the remainder of said 32.91 acre tract, a distance of
645.64 feet to a found 1/2-inch iron rod with cap stamped "CS LTD" at the northwest
corner of the remainder of said 32.91 acre tract and the northeast corner ofthe plat of Shady
Oaks Estates, Section 4, Phase 4, as recorded in Document No. 2005091523,
O.P.R.W.C.T., said point being along or near the line common to the south line of the
Lemuel S. Walters Survey, Abstract 653 and the north line of the Burrell Eaves Survey,
Abstract 216;
THENCE, along or near the line common to the south line of the Lemuel S. Walters Survey,
Abstract 653 and the north line of the Burrell Eaves Survey, Abstract 216 with the line common
to the south line of said Tract 1 and the north line of said Shady Oaks Estates, Section 4, Phase 4
and the north line of Shady Oafs Estates, Section 4, Phase 5, as recorded in Document No.
2006094525, O.P.R.W.C.T. and the north line of Shady Oaks Estates, Section 4, Phase 7B, as
recorded in Document No. 2012001433, O.P.R.W.C.T., the following four (4) courses and
distances:
1) South 68 degrees 22 minutes 59 seconds West, a distance of 1,068.71 feet to a found 1/2-
inch iron rod;
2) South 69 degrees 54 minutes 10 seconds West, a distance of 1,234.90 feet to a found 1/2-
inch iron rod;
3) South 68 degrees 53 minutes 14 seconds West, a distance of 1,291.34 feet to a found 1/2-
inch iron rod with cap stamped "CS LTD";
4) South 68 degrees 51 minutes 20 seconds West, a distance of 542.25 feet to a found PKNail
in concrete at a fence corner at a north corner of said Shady Oaks Estates, Section 4, Phase
713 and an eastern comer of Shady Oaks Estates, Section 4, Phase 8, as recorded in
Document No. 2014037736, O.P.R.W.C.T.;
THENCE, departing the line along or near the line common to the south line of the Lemuel S.
Walters Survey, Abstract 653 and the north line of the Burrell Eaves Survey, Abstract 216 and the
line common to the south line of said Tract 1 and the north line of said Shady Oaks Estates, Section
4, Phase 7B, running with the line common to the west line of said Tract 1 and an east line of said
Shady Oaks Estates, Section 4, Phase 8, the following two (2) courses and distances:
1) North 23 degrees 14 minutes 49 seconds West, a distance of 231.99 feet calculated point
inside the west side of a 32" Live Oak tree;
2) North 20 degrees 51 minutes 19 seconds West, a distance of 427.16 feet to a found 1/2-
inch iron rod with cap stamped "MAPLES RPLS 5043" at the northeast corner of said
Shady Oaks Estates, Section 4, Phase 8 and the most northerly southeast coiner of said
Tract 2;
THENCE, South 68 degrees 54 minutes 47 seconds West, departing the west line of said Tract 1
with a line common to a southerly line of said Tract 2 and the northerly line of said Shady Oaks
Estates, Section 4, Phase 8, a distance of 750.31 feet to a found 1/2-inch iron rod with cap stamped
"MAPLES RPLS 5043" at the northwest corner of said Shady Oaks Estates, Section 4, Phase 8
and a southerly corner of said Tract 2;
Page 2 of 8
THENCE, South 21 degrees 04 minutes 11 seconds East, with the line common to an east line of
said Tract 2 and the west line of said Shady Oaks Estates, Section 4, Phase 8, a distance of 2,163.37
feet to a found 1/2-inch iron rod with cap stamped "CD LTD" at the southwest corner of said
Shady Oaks Estates, Section 4, Phase 8 and the northwest corner of Shady Oaks Estates, Section
4, Phase 9, as recorded in Document No. 2010020338, O.P.R.W.C.T.;
THENCE, South 21 degrees 04 minutes 40 seconds East, with the line common to an east line of
said Tract 2 and the west line of said Shady Oaks Estates, Section 4, Phase 9, passing a 1/2-inch
iron rod with cap stamped "MAPLES RPLS 5043" for the southeast corner of said Tract 2 and the
northeast corner of said Tract 3, at a distance of 505.49 feet for a total distance of 620.46 feet to a
found 1/2-inch iron rod with cap stamped "CHAPARRAL BOUNDARY" at the southwest corner
of said Shady Oaks Estates, Section 4, Phase 9 and the southeast corner of said Tract 3 and a non -
tangent intersection with a curve;
THENCE, with the lines common to the south line of said Tract 3 and the north lines of the
Planned Unit Development of Sun City Georgetown, Neighborhood Twenty -Four `B2" and the
Planned Unit Development of Sun City Georgetown, Neighborhood Twenty-Four`B", as recorded
in Document No. 2004004281, O.P.R.W.C.T. and a north line of a called 176.025 acre tract
(Whitewing Golf Course — Parcel #4) conveyed to the Georgetown Community Association, Inc.,
as recorded in Document No. 2007007635, O.P.R.W.C.T., the following four (4) courses and
distances:
1) 280.30 feet along the arc of a curve to the right, having a radius of 3,776.70 feet, a central
angle of 04 degrees 15 minutes 09 seconds, a chord bearing of South 85 degrees 06 minutes
35 seconds West, and a chord length of 280.23 feet to a found 1/2-inch iron rod and a point
of tangency;
2) South 86 degrees 00 minutes 17 seconds West, a distance of 145.90 feet to a found 1/2-
inch iron rod with cap stamped "SURVCON" at the northeast corner of the Planned Unit
Development of Sun City Georgetown, Neighborhood Twenty -Four "B", as recorded in
Document No. 2004004281, O.P.R.W.C.T.;
3) South 86 degrees 42 minutes 33 seconds West, with the line common to the south line of
said Tract 3 and the north line of said Neighborhood Twenty -Four `B", a distance of
1,065.04 feet to a found 1/2-irfch iron rod with cap stamped "SURVCON" at the northeast
corner of a called 176.025 acre tract (Whitewing Golf Course — Parcel #4) conveyed to the
Georgetown Community Association, Inc., as recorded in Document No. 2007007635,
O.P.R.W.C.T. and the northwest corner of said Neighborhood Twenty -Four `B' ;
4) South 86 degrees 23 minutes 18 seconds West, with the line common to the south line of
said Tract 3 and the north line of said 176.025 acre tract, a distance of 274.15 feet to a
found 1/2-inch iron rod with cap stamped "SURVCON INC' at the southeast corner of
said Tract 3 and a northerly corner of said 176.025 acre tract on the east line of the Frederick
Foy Survey, Abstract 229;
THENCE, North 24 degrees 05 minutes 52 seconds West, with the line common to the west line
of said Burrell Eaves Survey, Abstract 216 and the west line of said Frederick Foy Survey, Abstract
229 and the west lines of said Tracts 2 and 3 and an east line of said 176.025 acre tract, passing a
found 1/2-inch iron rod with cap stamped "CHAPARRAL BOUNDARY" at a distance of 1.73
Page 3 of 8
feet, and passing a found 1/2-inch iron rod with cap stamped "SURVCON INC" at the
northernmost northeast corner of said 176.025 acre tract and the southeast corner of a called
133.610 acre tract (TRACT III), conveyed to Pulte Homes of Texas, L.P., as recorded in Document
No. 2018042844, O.P.R.W.C.T., and passing at a distance of 98.27 feet, and passing a 1/2-inch
iron rod with cap stamped "MAPLES RPLS 5043" at the southwest corner of said Tract 2 and the
northwest corner of said Tract 3 at a distance of 133.39 feet for a total distance of 1,599.89 feet to
a found 1/2-inch iron rod at the approximate southwest corner of said Lemuel S. Walters Survey,
Abstract 653 and the approximate northwest corner of said Burrell Eaves Survey, Abstract 216;
THENCE, North 21 degrees 35 minutes 50 seconds West, with the line common to the west line
of said Lemuel S. Walters Survey, Abstract 653 and the east line of said Frederic Foy Survey,
Abstract 229 and the west line of said Tract 2 and the east line of said 133.610 acre tract, a distance
of 2,226.50 feet to a 1/2-inch iron with cap stamped "MCKIM CREED" at the south corner of a
called 6.91 acre tract (Tract Two) conveyed by Special Warranty Deed to Williamson County Park
Foundation, Inc. as a Trustee for Williamson County, Texas, as recorded in Document No.
201203568, O.P.R.W.C.T., from which a found cotton spindle bears North 68 degrees 27 minutes
12 seconds West, a distance of 0.57 feet;
THENCE, with the east line of said 6.91 acre tract, the following seven (7) courses and distances:
1) North 18 degrees 00 minutes 37 seconds East, departing the line common to the west line
of said Lemuel S. Walters Survey, Abstract 653 and the west line of said Tract 2 and the
east line of said Frederic Foy Survey, Abstract 229 and the east line of said 133.610 acre
tract, a distance of 248.84 feet found PK Nail and Washer stamped "FOREST RPLS 1847' ;
2) North 43 degrees 17 minutes 19 seconds East, a distance of 74.32 feet to a set 1/2-inch iron
with cap stamped "MCKIM CREED";
3) North 79 degrees 47 minutes 43 seconds West, a distance of 2.55 feet to a set 1/2-inch iron
with cap stamped "MCKIM CREED" at a non -tangent intersection with a curve;
4) 127.11 feet along the are of a curve to the left, having a radius of 369.97 feet, a central
angle of 19 degrees 41 minutes 05 seconds, a chord bearing ofNorth 24 degrees 52 minutes
54 seconds East, and a chord length of 126.48 feet to a set 1/2-inch iron with cap stamped
"MCKIM CREED" at a non -tangent point of compound curvature;
5) 436.87 feet along the arc of a curve to the left, having a radius of 366.25 feet, a central
angle of 68 degrees 20 minutes 37 seconds, a chord bearing ofNorth 08 degrees 01 minutes
09 seconds West, and a chord length of 411.43 feet at a set 1/2-inch iron with cap stamped
"MCKIM CREED
6) North 48 degrees 45 minutes 48 seconds West, a distance of 91.79 feet at a set 1/2-inch
iron with cap stamped "MCKIM CREED";
7) 461.05 feet along the arc of a curve to the Ieft, having a radius of 349.09 feet, a central
angle of 75 degrees 40 minutes 20 seconds, a chord bearing ofNorth 81 degrees 10 minutes
10 seconds West, and a chord length of 428.26 feet to a set 1/2-inch iron with cap stamped
"MCKIM CREED" at a non -tangent intersection with the line common to the west line of
said Tract 2 and the east line a called 24.29 acre tract as conveyed to the Williamson County
Park Foundation, Inc., as Trustee for Williamson County, Texas, as recorded in Document
No. 2013005831, O.P.R.W.C.T.;
Page 4 of 8
THENCE, North 21 degrees 32 minutes 48 seconds West, with the west line of said Lemuel S.
Walters Survey and the line common to the west line of said Tract 2 and the east line of said 24.29
acre tract, a distance of 514.78 feet to a set 1/2-inch iron with cap stamped "MCKIM CREED" at
the south corner of a called 20.76 acre tract (Tract One) conveyed by Special Warranty Deed to
Williamson County Park Foundation, Inc, as a Trustee for Williamson County, Texas, as recorded
in Document No. 201203568, O.P.R.W.C.T;
THENCE, with the line common to the east line of said 20.76 acre tract and the west line of the
remainder of said Tract 2, the following nine (9) courses and distances:
1) North 68 degrees 26 minutes 15 seconds East, departing the west line of said Lemuel S.
Walters Survey and the west line of said Tract 2, a distance of 60.76 feet to a set 1/2-inch
iron with cap stamped "MCKIM CREED" of non -tangent curvature;
2) 222.22 feet along the are of a curve to the left, having a radius of 301.16 feet, a central
angle of 42 degrees 16 minutes 34 seconds, a chord bearing of South 64 degrees 22 minutes
50 seconds East, and a chord length of 217.21 feet to a set 1/2-inch iron with cap stamped
"MCK1M CREED" and a non -tangent point of compound curvature;
3) 238.85 feet along the arc of a curve to the left, having a radius of 302.77 feet, a central
angle of 45 degrees 11 minutes 57 seconds, a chord bearing of South 73 degrees 10 minutes
03 seconds East, and a chord length of 232.71 feet to a point of compound curvature to a
set 1/2-inch iron with cap stamped "MCKIM CREED" non -tangent point of compound
--
4) 379.86 feet along the arc of a curve to the let having a radius of 343.11 feet, a central
angle of 63 degrees 25 minutes 54 seconds, a chord bearing ofNorth 59 degrees 48 minutes
38 seconds East, and a chord length of 360.75 feet to a found PK Nail in a Rock at a non -
tangent point of intersection;
5) North 31 degrees 50 minutes 10 seconds East, a distance of 371.41 feet to a found 1/2-inch
iron rod with cap stamped "FOREST RPLS 1847";
6) North 27 degrees 43 minutes 44 seconds West, a distance of 122.57 feet to a found 1/2-
inch iron rod with cap stamped "FOREST RPLS 1847' ;
7) North 28 degrees 41 minutes 49 seconds West, a distance of 238.21 feet to a found 1/2-
inch iron rod with cap stamped "FOREST RPLS 1847' ;
8) North 69 degrees 43 minutes 26 seconds West, a distance of 235.90 feet to a found 1/2-
inch iron rod with cap stamped "FOREST RPLS 1847";
9) North 70 degrees 37 minutes 41 seconds West, a distance of 193.27 feet to a set 1/2-inch
iron rod with cap stamped "MCKIM CREED";
THENCE, departing the line common to the east line of said 20.76 acre tract and the west line of
the remainder of said Tract 2, over and across the remainder of said Tract 2, the following seven
(7) courses and distances:
1) North 32 degrees 24 minutes 27 seconds East, a distance of 874.04 feet to a set 1/2-inch
iron rod with cap stamped "MCKIM CREED" at a point of non -tangent intersection with
a curve;
2) 85.18 along the are of a curve to the left, having a radius of 374.50 feet, through a central
angle of 13 degrees 01 minutes 57 seconds, a chord bearing of North 65 degrees 08 minutes
Page 5 of 8
26 seconds West, and a chord distance of 85.00 feet to a point of tangency at a set 1/2-inch
iron rod with cap stamped "MCKIM CREED";
3) North 71 degrees 39 minutes 24 seconds West, a distance of 38.61 feet to a set 1/2-inch
iron rod with cap stamped "MCKIM CREED" at a point of curvature;
4) 238.03 feet along the are of a curve to the right, having a radius of 495.50 feet, through a
central angle of 27 degrees 31 minutes 25 seconds, a chord bearing of North 57 degrees 53
minutes 42 seconds West, and a chord distance of 235.75 feet to a set 1/2-inch iron rod
with cap stamped "MCKIM CREED" at a point of tangency;
5) North 44 degrees 07 minutes 59 seconds West, a distance of 82.81 feet to a set 1/2-inch
iron rod with cap stamped "MCKIM CREED" at a point of curvature;
6) 27.30 feet along the are of a curve to the left, having a radius of 424.50 feet, through a
central angle of 03 degrees 41 minutes 07 seconds, a chord bearing of North 45 degrees 58
minutes 33 seconds West, and a chord distance of 27.30 feet to a set 1/2-inch iron rod with
cap stamped "MCKIM CREED";
7) South 82 degrees 11 minutes 31 seconds West, a distance of 33.26 feet to a set 1/2-inch
iron rod with cap stamped "MCKIM CREED" and a non -tangent intersection with a curve
on the southeasterly right-of-way line of Ronald Reagan Boulevard (260-foot Right -of -
Way) dedicated to Williamson County, as recorded in Document No. 2009083183,
O.P.R.W.C.T.;
THENCE, 209.94 feet along the arc of a curve to the right, with the southeasterly right of -way
line of said Ronald Reagan Boulevard, having a radius of 7,870.00 feet, through a central angle of
01 degrees 31 minutes 16 seconds, a chord bearing of North 34 degrees 33 minutes 32 seconds
East, and a chord distance of 208.94 feet to a set 1/2-inch iron rod with cap stamped "MCKIM
CREED";
THENCE, departing the southeasterly right-of-way line of said Ronald Reagan Boulevard, over
and across the remainder of said Tract 2, the following four (4) courses and distances:
1) South 09 degrees 46 minutes 13 seconds East, a distance of 35.36 feet to a set 1/2-Inch iron
rod with cap stamped "MCKIM CREED";
2) South 54 degrees 46 minutes 08 seconds East, a distance of 266.66 feet to a set 1/2-inch
iron rod with cap stamped "MCKIM CREED" at a point of curvature;
3) 229.58 feet along the are of a curve to the right, having a radius of 736.50 feet, a central
angle of 17 degrees 51 minutes 36 seconds, a chord bearing of South 45 degrees 50 minutes
20 seconds East, and a chord length of 228.65 feet to a set 1/2-inch iron rod with cap
stamped "MCKIM CREED";
4) North 38 degrees 10 minutes 16 seconds East, a distance of 1,217.11 feet to a set 1/2-inch
iron rod with cap stamped "MCKIM CREED" on the line common to the east line of said
Tract 2 and the west line of the remainder of a called 136.89 acre tract (Tract III) conveyed
to PIA Capital, LLC — Series Tract III, as recorded in Document No. 2020163208,
O.P.R. W.C.T.;
THENCE, with the line common to the east line of said Tract 2 and the west line of the remainder
of said 136.89 acre tract, the following two (2) courses and distances:
Page 6 of 8
1) South 21 degrees 51 minutes 58 seconds East, a distance of 1,412.82 feet to a found 60d
nail at the base of a tree;
2) South 21 degrees 19 minutes 08 seconds East, a distance of 890.11 feet to a found I/2-inch
iron pipe with cap stamped "MAPLES RPLS 5043" at the southwest corner of said 136.89
acre tract and the most westerly northwest corner of a called 190.50 acre tract, conveyed
to Clyde Thompson, as recorded in Document No. 1986039722, O.P.R. W.C.T.;
THENCE, with the line common to the east line of said Tract 2 and the west line of said 190.50
acre tract, the following two (2) courses and distances:
1) South 21 degrees 19 minutes 28 seconds East, a distance of 898.81 feet to a found cotton
-- spindle;
2) South 21 degrees 09 minutes 23 seconds East, a distance of 544.61 feet to a found 1/2-inch
iron rod with cap stamped "RPLS 5784" at the southwesterly corner of said 190.50 acre
tract and the northwest corner of said Tract 1;
THENCE, North 73 degrees 01 minutes 26 seconds East, departing the east line of said Tract 2
with the line common to the north line of said Tract 1 and a south line of said 190.50 acre tract, a
distance of 1,517.05 feet to a nail found in an oak tree at a south corner of said 190.50 acre tract
and the southwest corner of a called 9.44 acre tract conveyed by Gift Deed to Clyde Thompson,
as recorded in Volume 1254, Page 393, D.R.W.C.T., from which a found 1-1/2-inch iron pipe
----bears South 5 7 degrees 02 minutes 26 seconds, a distance of-I6.56 feet; -
THENCE, with a line common to the north line of said Tract 1 and the south line of said 9.44 acre
tract, the following six (6) courses and distances:
1) South 61 degrees 03 minutes 52 seconds East, a distance of 434.28 feet found 1/2-inch iron
rod;
2) South 33 degrees 10 minutes 20 seconds West, a distance of 6.18 feet to a found 1/2-inch
iron with cap stamped "MCKIM CREED" from which a found 1/2-inch iron rod bears
South 66 degrees 12 minutes 21 seconds East, a distance of 4.27 feet;
3) South 62 degrees 30 minutes 29 seconds East, a distance of 73.72 feet to a found 1/2-inch
iron rod;
4) North 18 degrees 53 minutes 32 seconds East, a distance of 4.74 feet to a found 1/2-inch
iron rod;
5) South 61 degrees 23 minutes-58 seconds East, a distance of 195.86 feet to a found 1/2-inch
iron rod;
6) North 80 degrees 32 minutes 38 seconds East, a distance of 230.69 feet to a found 1/2-inch
iron rod at the southeast corner of said 9.44 acre tract and a west corner of a called 12.62
acre tract by Gift Deed to Clyde Thompson;
THENCE, with a line common to the north line of said Tract 1 and the south line of said 12.62
acre tract, the following ten (10) courses and distances:
1) South 19 degrees 05 minutes 56 seconds East, a distance of 150.21 feet to a found 1/2-inch
iron rod;
2) South 48 degrees 54 minutes 36 seconds East, a distance of 96.45 feet to a found 1/2-inch
iron rod;
Page 7 of 8
3) South 21 degrees 21 minutes 34 seconds East, a distance of 17.33 feet to a found 1/2-inch
iron rod;
4) North 65 degrees 51 minutes 01 seconds East, at 378.86 feetpassing a found 1/2-inch iron
rod, for a total distance of 391.08 feet to a found 1/2-inch iron rod;
5) North 63 degrees 43 minutes 15 seconds East, a distance of 315.01 feet to a found 1/2-inch
iron rod;
6) North 69 degrees 03 minutes 30 seconds East, a distance of 102.71 feet to a found 1/2-inch
iron rod;
7) North 66 degrees 13 minutes 33 seconds East, a distance of 33.17 feet to a found 1/2-inch
iron rod;
8) North 31 degrees 58 minutes 28 seconds West, a distance of 33.30 feet to a found 1/2-inch
iron rod to the southeast corner of said 12.62 acre tract;
9) South 56 degrees 13 minutes 39 seconds West, a distance of 20.80 feet to a found 1/2-inch
iron rod;
10) North 37 degrees 56 minutes 13 seconds West, a distance of 45.19 feet to a found 1/2-inch
iron rod at the northernmost southeast corner of said 12.62 acre tract and a southern corner
of said 190.50 acre tract;
THENCE, with the line common to the north line of said Tract 1 and a south line of said 190.50
acre tract, the following seven (7) courses and distances:
1) North 10 degrees 44 minutes 26 seconds East, a distance of 226.78 feet to a found 1/2-inch
iron rod;
2) North 75 degrees 42 minutes 59 seconds East, a distance of 61.77 feet to a found 1/2-inch
iron rod;
3) North 69 degrees 12 minutes 25 seconds East, a distance of 332.99 feet to a found 1/2-inch
iron rod;
4) North 26 degrees 56 minutes 56 seconds West, a distance of 40.87 feet to a found 1/2-inch
iron rod with cap stamped " POREST 1847"
5) North 23 degrees 27 minutes 47 seconds West, a distance of 664.68 feet to a found 1/2-
inch iron rod;
6) North 69 degrees 07 minutes 11 seconds East, a distance of 579.57 feet to a found 1/2-inch
iron rod;
7) North 21 degrees 24 minutes 06 seconds West, a distance of 167.60 feet to a found 1/2-
inch iron rod;
THENCE, North 79 degrees 11 minutes 25 seconds East, a distance of 129.26 feet to a found
TxDOT Type R concrete monument at the northeast corner of said Tract 1, said point being on the
southwesterly right-of-way of said State Highway 195;
THENCE, South 55 degrees 20 minutes 25 seconds East, with the southwesterly right-of-way line
of said State Highway 195, a distance of 1,866.95 feet to the POINT OF BEGINNING and
containing 486.324 Acres or 21,184,268 square feet of land, more or less.
Page 8 of 8
EXHIBIT B
REMAINDER OF
A CALLED
424.43 ACRES
I �UN
�WW��''''',,,,,
0 0
x �N
cj
�ZN
o
WILLIAMSON
COUNTY PARK
FOUNDATION, INC.,
v
(TRACT ONE)
4o W
I CALLED
a
20.76 ACRES
w a
U
Z N
w
COUNAMSON
TY TY PARK
m
FOUNDATION, INC.,
I
(TRACT TWO)
,
CALLED
6.81 ACRES
201.435 ACR
(8,774,511
LEMUEL S. WALTERS'
ABSTRACT NO. fi5i
BURRELL EAVES SUR1
ABSTRACT ND. 216
TRACT 2
PORTION OF 424.43
GRAPHIC SCALE
s s a ��s r50
(IN FEET
1 Inch d 750 Tt;
nu7�r
11 Ao
VEY,
dOR AIDE
_ REGISTERED ZONAL
It - LAND SURVEYOR, NO. 6077
i _ EMAIL: JFERNANDEZOMCKIMCREED.CDM
TRACT 3
CALLED 4.878 ACRE
SUN CITY SUN CITY
GEORGETOWN, GEORGETOWN,
NEIGHBORHOOD NEIGHBORHOOD
TWENTY-FOUR B TWENTY-FOUR "82"
NOTES:
•t BEARING SASS: STATE PLANE COORDINATE SYSTEM,
TEXAS CENTRAL ZONE, NAD B3/93 H.A.R.N. OATUM;
2. THIS EXHIBIT IS ACCOMPANIED BY A LEGAL
DESCRIPTION,
3. THIS EXHIBIT WAS DONE WITHOUT THE BENEFIT OF A
TITLE COMMIT►TVT. THERE MAY BE EASEMENTS.
RIGHTS -OF -WAY OR OTHER RESTRICTIONS THAT ARE
NOT SHOM. THIS 15 NOT A 8"DARY SURVEY.
EXHIBIT S
FING 201.435 ACRES (8,774,511 SQUARE FEET)
OF LAND, IN THE
.EmuEL S. WALTERS, ABSTRACT NO. 853, AND
BURR£LL EAVES SURVEY, ABSTRACT NO. 218
WILLIAMSON COUNTY, TEXAS
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Page 6 of I 1
METES AND BOUNDS DESCRIPTION
201.435 ACRES
BURRELL EAVES SURVEY, ABSTRACT 216
LEMUEL S. WALTERS SURVEY, ABSTRACT 653
WILLIAM,SON COUNTY, TEXAS
Being 201.435 acres or 8,774,511 square feet of land situated in the Burrell Eavcs Survey,
Abstract Number 216 and the Lemuel S. Walters Survey, Abstract Number 653,
Williamson County, Texas, and being s portion of the remainder of a called 424.43 acre
tract (TRACT 2) conveyed in a Wananty deed with Vendor`s Lien to John 17. Gourley
(30.85% undivided interest), Robert W. Teeter and wife, Pamela S. Teeter (12,34%
undivided interest), Vincent ]. Stagliano and wife, Peggy S. StaSliano (48.59511/o undivided
interest) and John 13, Tccter (8.215% undivided interest), as recorded in Document No.
2006052470, O.RRAV.C.T. and a called 4.878 acres tract CIR.ACT 3) conveyed in a
Special Cash warranty Dced to Wolf Von 8uchholtz (10.6 8% un di vided interest), John D.
Gourley (34.83% undivided imcaest), Robert W. Teeter and Pamela S. Gourley (19.555%
undivided interest) and Vincent J. Staglinno and wife, Peggy S. Stagliano (34.935%
undivided interest), as recorded in Document No. 2007099395, O.P.R.W.C.T. Said
201.435 Acre tract of land being more pariicuiarly described by metes and bounds as
follows with all bearings being referenced to the Texas State Plane Coordinate System,
Texas Central Zooc, NAD 83190 HARK 17atum with all distances shown hereon converted
to surface values by multiplying by the combined scale factor of 1.000143965.
COMMENCING, at a found 112-inch iron rod with cap stamped "RPLS 5 78 4" at the
northwst corner of the remainder of said Tract 2 and the northwest corner of the remainder
- of -a called-136M acre tract, co :veyLd-to-PF.A Capital; L-LC -- Series Tnict-IL-('1 ram
as rccordcd in Document No 2020163208, O.P.R.W.C.T., said point being on the
southeasterly right-of-way line of Ronald Reagan Boulevard (260-foot Right -of --Way), as
recorded in DocumentNo.2009093183, O.P.R.W.C.T.;
THENCE, with the line common to a north line of the remainder of said 424.43 acre and
the southeasterly right -of -line of said Ronald Reagan Boulevard, the following two (2)
courses and distances:
1) South 43 degrees 26 minutes 49 seconds West, it distance of 340.70 feet to a found
112-inch iron rod, and a point of curvature, and
2) 1,092.24 feet along the are of a curve to tiro ieR, having a radius of 7,870.00 feet,
through a central angle of 07 degrees 57 minutes 07 seconds, it chord bead ag of
South 39 degrees 26 minutes 58 seconds West, acid a chord distance of 1,09137
feet to a found 1/2-inch iron rod with cap stamped "MCKIM CREED", and the
POINT OF BEGINNING;
THENCE, departing the southeasterly right-of-way line of said Ronald Reagan Boulevard,
over and across the remainder of said Tract 2, the following thirteen (13) courses and
distances:
1) South 09 degrees 46 minutes 13 seconds East, a distance of 35.36 feet to a found
112•inch iron rod with cap stamped ',NI IM MOM' and
2) South 54 degrees 46 minutes 08 seconds East, a distance of 266.66 feet to a found
1 t.-inch Iron rod with cap stamped "MCKIM CREEL]" at a point of curvature, and
3) 229.58 feet along thu arc of a curve to the right, having a radius of 136.50 feet, a
central angle of 17 dogress 51 minutes 36 seconds, a chord bearing of South 45
degrees 50 minutes 20 seconds East, and a chord length of 228.6S feet to a found
112 Each imn rod with cap stamped "MCKIM CREED", from which a found 1/2-
inch iron rod with cap stamped "MCKIM CREED", on the line common to the east
line of said Tract 2 and the west line of the remainder of a called 136.89 acre tract
(Tract 111) conveyed to PIA Capitai, LLC — Series Tract Ill, as recnrderi in
Document No. 2020163208, O.P.R.W.C.T., bears North 38 degrees 10 minutes 16
seconds East, a distance of 1.217,11 feet, and
Page 7 of 11
4) South 39 degrees 54 minutes 13 seconds East, a distance of 572.51 feet to a set
L12-inch iron rod with cap stamped "MCKIM CREED", and
5) South 52 degrees 59 minutes 39 seconds East, a distance of 49130 feet to a set
1I2-inch iron rod with cap stamped "MCKIM CREED", and
6) South 03 degrcee 14 minutes 22 seconds East, a dislance of 4S 1.30 feet to a set
1/2-inch iron rod with cap stamped "MCKIM CREED", and
7) South 07 degrees 14 minutes 26 seconds Wcst, a distance of468.37 feet to a set
112-inch iron rod with cap stamped "MCKIM CREED", end
8) South 13 degrees 47 minutes 46 seconds East, a distance of 505.33 feet to it set
W-inch iron rod with cap stamped "MCICM CREED", and
9) South 20 degrees 09 minutes 53 seconds East, a distance of 734.87 feet to a set
1/24nch iron rod with cap stamped "MCK1M CREED", and
10) South 28 degrees 57 minutes 42 seconds West, a distance of586.78 Beet to a set
112-inch iron rod with cap stamped " MCMIM CREED", and
11) South 36 degrees 23 minutes 05 seconds East, a di stance of 505.58 feet to a set
1/2-inch iron rod with cap stamped "MCKIM CREED", and
12) North 89 degrees 58 rn"rnutes 00 seconds East, a distance of 672.49 feet to a set
lr2-inch iron rod with cap stamped "MCK1M CREED", and
1.3)South 21 degrees 04 minutes I seconds East, a distance of 127.60 feet to a found
1/2-inch iron rod ulith cap stamped "MAPLES RPLS 5043" at the northwest
comer of sold Shady Oaks Estates, Section 4, Phase 8 and a southerly corner of
said Tract 2;
THENCE, South 21 degrees 04 minutes 11 seconds East, with the line common to an east
line of said Tract 2 and the west line of staid Shady Oaks Es Section 4, Phase 8, a
distance of 2,163.37 feet to a round 1/2-inch iron rod with cap stamped "CD LTD" at the
southwest comer of said Shady Oaks Estates, Section 4, Pham 8 and the northwest corner
of Shady Oaks Estates, Section 4, Phrase 9, as recorded in Dootutacnt No. 2..0101320338,
.O.P.R.W.C.T.;
'rl-MNCE, South 21 degrees 04 minutes 40 seconds last, with the Line common to en east
line of said Tract 2 and the west line of said Shady Oaks Estates, Section 4, Phase 9, passing
a 1/2-inch iron rod with cap stamped "MAPLES RPLS 5043" far the southeasL corner of
said Tract 2 and the northeast comer of said Tract 3, at a distance of 505.52 feet for a total
distance of 620.46 feet to a found 112 inch iron rod with cap stamped "CHAPARRAL
BOUNDARY" at the southwest comer of said Shady Oaks Estates, Section 4, Phase 9 and
the southeast corner of said Tract 3 and a non -tangent intersection with a curve;
THENCE, with the lines common to the south line of said Tract 3 and the north lines of
air Planned Unit Dovelopment of Stan City Georgetown, Neighborhood Twenty -Four "132"
and the Planned Unit Development of Sun City Georgetown, Neighborhood Twenty -Four
"13", as retarded in Document No. 2004004291. 0.P.R.W.C.T. and a north sine of a called
176.025 acre hoed (Whitewing Golf Course — Parcel #4) conveyed to the Georgetown
Community Association, Inc as recorded in Document No. 2007007635, O.PR.W.C.T.,
the following four (4) ccusses and dis(ances:
1) 280.30 feet along the arc of a curve to the right, having a radius of 3,776.70 feet, a
central angle of 04 degrees 15 minutes 09 seconds, a chard bearing of South 85
degrees 06 ininutrs 35 seconds West, and a chord length of 280.23 feat to a found
1/2•inch iron rod and a point of tangency, and
2) South 86debgees 00 minutes 17 seconds West, a distance of 145.90 feet to a found
It2-inch iron rod with cap stamped "SURVCON" at the northeast comer of the
Planned Unit Development of Sun City Georgetown, Neighborhood Twenty -Four
"B", as recorded in Document No. 2004004281. O.P.R. W.C.T., and
3) South 86 degnecs 42 minutes 33 seoonds West, with the line common to the south
line of said Tract 3 and the north line of said Neighborhood Twcmy-Four "B", a
distance of 1,065.04 feet to a found 1/2-inch iron rod with cap stamped
"SURVCOM' at the northeast corner of a called 176.025 acre tract (Whitewing
Golf Course — Parcel #4) conveyed to the Georgetown Community Association,
Inc., as recorded in Document No. 2007007635, O.P.R.W.C.T. and the northwest
comer of said Neighborhood Twenty -Four "B", and
4) Souris 86 degrees 23 minutes 18 seconds Wesk with the line common to the south
Gnc of said Troc13 and the north line of said 176.025 acre tract, a distance of274.15
Page 8 of 11
feet to a found 1/2-inch iron rod with cap stamped "SURVCON INC" at the
southeast comer of said Tract 3 and a northerly comer of said 176.025 acre tract on
the east line of the Frederick Foy Survey, Abstract 229;
T1M- NCE, North 24 degrees 05 minutes 52 seconds , irest, with the Iine common to the
west line of said Burnell Eaves Survey, Abstract 216 and the east I ne ofsaid Frederick Foy
Survey, Abstract 229 and the west lines of said Tracts 2 and 3 and on cast line of said
176.025 acre tract, passing a found If2-inch iron rod with cap stamped "CHAPARRAL
13OLINDARY" at a distance of 1.73 feet, and passing a found 1/2-inch iron rod with cap
stamped '`SURV CON INC" at the northernmost northeast comer of said 176.025 sere tract
and the southeast corner of a called 133.610 acre tract (TRACT 1i1), caaveyed to Pulte
Homes of Texas, L.P., as recorded in Document No. 2019042844, O.P.R.W.C.T., and
passing at a distance of 98.19 feet, and passing the southwest comer of said Tract 2 and the
northwest corner of said Tract 3 at a distance of 133.86 feet, from which a 112-1nch iron
rod with cap stamped "MAPLES RPLS 5043" bears South 08 degrees 48 minutes, a
distance of 0.5 feet, far a totrd distance of 1,599.89 feet to a found lit -inch iron rod with
an illegible cap at the approximate southwest corner of said Lemuel S. Waiters Survey,
Abstract 653 and the approximate northwest corner of said Burre11 Eaves 3tuvey,Abs tract
216;
THENCE, North 21 degrees 35 minutes 50 seconds West, with the fine common to the
west line of said Lemuel S. W alters Survey, Abstract 653 and the east line of said Frederick
Foy Survey, Abstract 229 and tiro west I i n e of said Tract 2 and the east line of said 133.610
acre tract, a distance of 2,226.50 feet to a calculated point at the south comer of a culled
6.91 acre tract (Tract Two) conveyed by Special Warranty Reed to Williamson County
Park Foundation, Lnc, as aT'tuAcefor WiIli arnson County, Texas, as recorded is Document
No. 201203568, O-P.R, W.C.T., from which a found cotton spindle bears North 68 degrees
27 minutes -East, a distance of 0.6 feet;
THENCE, with the east line of said 6.91 acre tract, the following seven (7) comes and
distances:
1) North 18 degrees 00 minutes 37 seconds East, depattivg the Iine common to the
wrist line of said Lemuel S. Walters Survey, Abstract 653 and the west Iine of said
Tract 2 and the east tine of said Frederic Foy Survey, Abstract 229 and the east line
of said 133,610 acre Lract, a distance of 2a8.84 feet found P1C Nail and Washer
stamped "FOREST RPLS 1847", and
2) North 43 degrees 17 minutes 19 seconds Fast, a distance of 74.32 feet to a found
lit -inch iron with cap stamped "MCKIM CRRED", and
3) North 79 degrees 47 minutes 43 seconds %Vest, a distance of 2.55 feet to a found
1/2-inch iron with cap stamped "MCKIM CR= bt a non-langent intersection
with a curve, and
4) 127.11 feet along the arc of a curve to the lea, having a radius of 369.97 feet, a
central angle of 19 degrees 41 minutes 05 seconds, a chard bearing of North 24
degrees 52 minutes 54 seconds East, and a chord length of 126.48 feet to a found
1/2-inch iron with cap stamped "MCKIM CREE9' at a non -tangent point of
compound curvature, and-
5) 436.87 feet along the arc of a curve to the left, having a radius of 366.25 feet, a
central angle of 68 degrees 20 minutes 37 seconds, a chord bearing of North 08
degrees 01 minutes 09 seconds West, and a chord length of 411.43 feet at a found
1/2-inch iron with cap stamped "MCKIM CREED", and
(5) North 48 degrees 45 minutes 48 seconds West, a distance of 91,79 feet at a found
1/24nch iron with cap stamped "MCKIM CREET' at a non -tangent intersection
with a curve, and
7) 461.05 feet along the are of a curve to the left, having u radius of 349.09 feet, a
central angle of 75 degrees 40 minutes 20 seconds, a chord bearing of North 81
degrees 10 minutes 10 seconds West, and a chord length of428.26 feet to a found
112-inch iron with cap stamped "MCKIM CREFi7" at a floc -tangent intersection
with the line common to the west line ofsaid 'Tract 2 and the east Iine a called 24.29
acre tract as conveyed to the W111iamsan County Park Foundation, Inc., as Tmrstee
for Williamson County, Texas, as recorded in Document No. 2013005831,
O.F.R.W.C.T4
Page 9 of I 1
THENCE, ?Forth 21 degrees 32 minutes 48 seconds West, with the west line of said
Lemuel S. Walters Surrey and the lint comnton to the west line of said Tract 2 and the east
line of said 24.29 acre tract, a distance of 514.78 feet to a found L12-inch iron with cap
stamped "MCKIM CREED" at the south comer of a called 20.76 acre tract (Tract One)
conveyed by Special Warranty Dead to Williamson County Park Foundation, line. as a
Trustee for Williamson County, Texas, as recorded in Document No. 201203568,
O.P.R.W.C.T;
THE, NCE, with the fine common to thhe east line of said 20.76 acre tract and the west line
of the remainder of said Tract 2, the following live (5) courses and distances:
I) North 68 degrees 26 minutes 15 seconds East, departing the west Line of said
Le S. Walters survey and die west tine of said Tract 2, a distance of 60.76 feet
to a found 1P3-inch iron with cap stamped "MCKIM CREED" at a non•tangent
intersection with a curve, and
2) 222.22 feet along the arc of a curve to the left, having a radius of 301.16 feer, a
central angle of 42 degrees 16 minutes 34 seconds, a chord bearing of South 64
degrees 22 minutes 50 seconds East, and a chord length of 2I7.21 feet to a found
112-itch iron with coo stripped 'MCKIM CREED" and a non -tangent point of
compound curvature, and
3) 238.95 feet along the are of a curve to the left, having a radius of 302.77 Feet, a
central angle of 45 degrees I minutes 57 seconds, a chord bearing of South 73
degrees 10 minutes 63 seconds Fast, and a chord length of 232.71 feet to a point of
compound cuivalurc to a found 112-inch iron with cap stnmped "MICKTM CREED"
and a non-(angent point of compound curvature, and
4) 379.86 feet along We art of a curve to tho loft, having a radius of 343.11 feet, a
central angle of 63 dcgccs 25 minutes 54 seconds, u chord blaring of North 59
degrees 48 minutes 38 seconds East, and a chord length of 360.75 Feet to a found
PK ]Vail in a Rock at a non -tangent paint of intersection, and
5) Forth 31 degrees 50 minutes 10 seconds Cast, a distance of 371.41 feet to a found
1/2-inch iron rod with cap stamped "FOREST RFLS 1847", from which a found
112-inch iron rod with cap stamped "FOREST RPLS 1847" bears, North 27 degrees
43 minutes 44 seconds West, a distance of 122.57 feet;
THENCE, departing the line common to the east line of said 20.76 acre tract and the west
line of the remainder of said Tract 2, over and across the remainder of said Tract 2, the
following ten (10) courses and distances:
1) north 31 degrees 50 minutes 10 seconds East, a distance of 759.89 feet to a set
1I2•inch iron rod with cep stamped `°MCKIM CREED", and
2) Nortfa 52 degrees 19 minutes 50 seconds West, a distance of 285.07 feet to a set
1/2-inch iron rod with cap stamped "MCK M CREED", and
3) North 33 degrees 15 minutes 50 seconds West, u disiarce of 380.42 feet to a set
1f2-inch iron rod with cap stamped "MCKIM CREED", and
4) ]North 49 degrees 05 minutes 38 seconds West, a distance o€96.75 Feet to a found
112-inch iron red with cap stamped "MCKIM CREED" at a point of curvature,
from which a found 112-inch iron rod with cap stamped "MCKIM CREED" on
the line common to the east line of said 20.76 acre tract and the west line of the
remainder of said Tract 2 bears South 32 degrees 24 minutes 27 seconds West a
distance of 874.04 feet, and
5) 85.18 along the are of s curve to the left, having a radius of 374.50 Feet, through a
ce:ttml angle of 13 degrees 01 minutes 57 seconds, a chord bearing of North 65
degrees 08 minutes 26 seconds West, and it chord distance cf 85.00 feet to a point
oft angency at a found 1/2-inch iron rod with cap stamfrd "MCKiM CREED", and
6) ;North 71 degrees 39 minutes 24 seconds Wcst, a distance of36.61 feet to a found
lit -inch iron rod with cap stamped "MCKTM CREED" at a paint of curvature, and
7) 238.03 feet along the are of a curve to the right, having a radius of 495.50 fact,
through a centre] angle of 27 degrees 31 minutes 25 seconds, a chord bearing of
MI rth 57 degrees 53 minutes 42 seconds West, and a chord distance of 235.75 feet
to a found 112-inch iron rod with cap stamped "MCKIM CREED" at a point of
tangency, and
8) North 44 degrees o7 minutes 59 seconds West, a distance of 82,81 feat to a found
112-irich iron rod with cap stamped "MCKIM CREED" at apoint of curvature, and
Page 10 of 11
9) 27.30 feet along [he arc of curve to the lef. having a radius of424.50 feet, through
a central ungIe o£03 degrees 41 ntinu;cs 07 seconds, a chord bearing of North 45
degrees 58 minutes 33 seconds West, and a chord distance of 27.30 feet to a found
I&inch iron rod with cap stamped "MCKIM CREED", and
10) South 82 degrees 11 minutes 31 seconds West, a distance of 33 26 feet to a found
1/2-inch iron rod with cap stamped "MCKIM CREED" and a non tangent
intersection with a carve on the southeasterly right-of-way line of said Ronald
Reagan Boulevard;
THENCE, 208.94 feet along the arc of a curve to the right, with the southeasterly right-
of --way line of said Ronald Reagan Boulevard, having a radius of 7,870.00 fiat, through s
contra.! angle of 01 degrees 31 minutes 16 seconds, a chord tearing of North 34 degrees 33
minutes 32 seconds East, and a chord distance of 208.94 feet to the POINT OF
BEGINNING and containing 201.435 Acres or 8,774,511 square feet of land, more or
less.
f?eznandcz
zws Registered Proiessional Land Surveyor, No, 6077
McKim & Creed, Inc.
TBPLES Firm No.10177601
Email: jfernandez®makimcreed.com
Date: 2021-11-03 See attached exhibit of even date.
Page 11 of 11
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4/19/22 Agenda Item # 45
Final Audit Report 2022-04-19
Created: 20224419
By. Use Dworarayk (Usad@sadaw.com)
Status: Signed
Transaction ID: CBJCHBCAABAAhluvRHsOBMvUBN oFjbgEbrNKBlgelY
"4/19/22 Agenda Item # 45" History
Document created by Lisa Dworaczyk (lisad@scrrlaw.com)
2022-04-19 - 6:17:01 PM GMT- IP address: 67.79.201.226
L4 Document emailed to Rebecca Pruitt (becky.pruitt@wilco.org) for signature
2022-04-19 - 6:17:21 PM GMT
Email viewed by Rebecca Pruitt (becky.pruitt@wilco.org)
2022-04-19 - 5:17:58 PM GMT- IP address: 66.76.4.65
rO Document signing delegated to Bill Gravell (bgravell@wilco.org) by Rebecca Pruitt (becky.pruitt@wilco.org)
2022-04-19 - 6:18:28 PM GMT- IP address: 66.76.4.65
Document emailed to Bill Gravell (bgravell@wilco.org) for signature
2022-04-19 - 6:18:28 PM GMT
Email viewed by Bill Gravell (bgravell@wilco.org)
2022-04-19 - 7:28:27 PM GMT- IP address: 66.76.4.65
da Document e-signed by Bill Gravell (bgravell@wilco.org)
Signature Date: 2022-04-19 - 7:28:42 PM GMT - Time Source: server- IP address: 66.76.4.65
0) Agreement completed.
2022-04-19 - 7:28:42 PM GMT
13 Adobe Aaobg Sign
EXHIBIT H TO CONSENT AGREEMENT
Permitted Exceptions
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
EXHIBIT H
PERMITTED EXCEPTIONS
1. Right -of -Way easement executed by Ahmad Fakhr, to Chisholm Trail Water Supply Corp.,
dated June 1, 1982, recorded in/under 939/314, of the Deed Records of Williamson County,
Texas, being conveyed to Chisholm Trail Special Utility District in Warranty Deed dated
July 16, 1992, recorded in/under 2168/44, of the Official Records of Williamson County,
Texas; noted on survey prepared by Jorge Fernandez (R.P.L.S. No. 6077), dated
06/11/2021, last revised on 07/23/2021. (Affecting the 424.43 Acre Tract)
2. Right -of -Way easement executed by Thomas R. Thompson and Leana Thompson, to
Chisholm Trail Water Supply Corp., dated March 1, 1984, recorded in/under 993/318, of
the Deed Records of Williamson County, Texas, being conveyed to Chisholm Trail Special
Utility District in Warranty Deed dated July 16, 1992, recorded in/under 2168/44, of the
Official Records of Williamson County, Texas; noted on survey prepared by Jorge
Fernandez (R.P.L.S. No. 6077), dated 06/11/2021, last revised on 07/23/2021. (Affecting
the 165.97 Acre Tract)
3. Easement executed by Madison at Georgetown Cotenancy, to the City of Georgetown,
dated November 5, 2014, recorded in/under 2014095629, of the Official Public Records of
Williamson County, Texas; shown on survey prepared by Jorge Fernandez (R.P.L.S. No.
6077), dated 06/11/2021, last revised on 07/23/2021. (Affecting the 165.97 Acre Tract)
4. Terms, conditions and stipulations contained in Williamson County Regional Habitat
Conservation Plan - Memorandum of Participation Agreement Relative to U.S. Fish and
Wildlife Service Permit executed by Madison at Georgetown Cotenancy, dated November
28, 2012, recorded in/under 2012103569, of the Official Public Records of Williamson
County, Texas; noted on survey prepared by Jorge Fernandez (R.P.L.S. No. 6077), dated
06/11/2021, last revised on 07/23/2021. (Affecting all Tracts)
5. Terms, conditions and stipulations contained in Deed Recordation Affidavit - Contributing
Zone Plan executed by and between Val Verde Investments Management, LLC, and the
TCEQ, dated July 1, 2013, recorded in/under 2013062633, of the Official Public Records
of Williamson County, Texas; noted on survey prepared by Jorge Fernandez (R.P.L.S. No.
6077), dated 06/11/2021, last revised on 07/23/2021. (Affecting the 4.878 Acre Tract)
6. Royalty interest reserved in instrument executed by 4-T Ranches, Ltd. to West Texas Land
Corporation, dated July 17, 1978, recorded in/under 721/418, of the Deed Records of
Williamson County, Texas, reference to said instrument is here made for all purposes;
noted on survey prepared by Jorge Fernandez (R.P.L.S. No. 6077), dated 06/11/2021, last
revised on 07/23/2021. (Affecting the 424.43 Acre Tract)
EXHIBIT I TO CONSENT AGREEMENT
Traffic Si naliration Fiscal Securi
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
Issuance Date:
Exhibit I
Form of Traffic Signal Fiscal Security
Irrevocable Letter of Credit
Irrevocable Letter of Credit No.
Beneficiary:
City of Georgetown, a Texas home rule municipality
Attn: Assistant City Manager
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
Owner/Applicant:
Attn: Blake J. Magee
1011 N. Lamar Blvd.
Austin, Texas 78703
Stated
Issuer:
Name
Address 1
Address 2
City, State, Zip Code
Phone
Fax
Expiration Date: , 20
U.S. DOLLARS
at 4:00 P.M. Central Standard Time.
At the request and account of OWNER/APPLICANT, ISSUER hereby opens in favor of
BENEFICIARY our Irrevocable Letter of Credit for the STATED AMOUNT available by
BENEFICIARY'S draft at sight drawn on ISSUER purportedly signed by either
BENEFICIARY'S City Manager or Assistant City Manager. This Letter of Credit
authorizes BENEFICIARY to draw on ISSUER in amounts which in the aggregate shall
Woodside Consent Agreement
Exhibit I - Form of Traffic Signal Fiscal Security
Page 1
not exceed the STATED AMOUNT, which represents the required amount of the traffic
signal fiscal security for the "RR Intersection" or the "SH 195 Intersection"
(checked as applicable, and as both terms are defined in that certain "Consent Agreement
— Woodside MUD No. 1 In -City MUD" between OWNER/APPLICANT and
BENEFICIARY dated to be effective on
(the "AGREEMENT"))
pertaining to design and construction of the "RR Intersection" or the "SH 195
Intersection."
Funds under this Irrevocable Letter of Credit shall be made available to the
BENEFICIARY on receipt by the ISSUER of a Sight Draft in the form attached to this
Letter of Credit as "Annex A", accompanied by the original of this Letter of Credit, and
a Certificate in the form attached to this Letter of Credit as "Annex B" dated and signed
by a purported authorized representative of the BENEFICIARY, with such signature
acknowledged, stating that the BENEFICIARY is entitled to draw under this Letter of
Credit. No further substantiation of the claim(s) shall be required.
ISSUER shall be entitled to accept a sight draft and certificate describe above under the
terms of this Letter of Credit from the City Manager or the Assistant City Manager of the
BENEFICIARY, with such signature acknowledged, without any obligation or duty to
verify the authority or identity of the person presenting the sight draft or certificate.
Partial drawings are permitted only per the terms of the AGREEMENT, but not more
frequently than once per month.
Upon receipt of one or more Sight Drafts described above, Issuer shall disburse the funds
to the City of Georgetown, Texas, Attn: Assistant City Manager, 808 Martin Luther King
Jr. St., Georgetown, Texas 78626, in the amount stated in the Sight Draft. Such demand(s)
will be honored if presented in person or by facsimile transmission on or before 4:00
o'clock pm Central Standard Time before the expiration date of this irrevocable letter of
credit. If demand is presented before 10:00 a.m. Central Standard Time, funds must be
received before 2:00 p.m. Central Standard Time the same day. If demand is presented
after 10:00 a.m. Central Standard Time, funds must be received before 2:00 p.m. Central
Standard Time the next business day. Funds may be received by wire transfer.
This Irrevocable Letter of Credit shall be governed by the laws of the State of Texas and
venue for any disputes shall be in Williamson County, Texas.
Issuer shall provide written notification to the City of Georgetown, Texas, Attn: Assistant
Woodside Consent Agreement
Exhibit I - Form of Traffic Signal Fiscal Security
Page 2
City Manager, 808 Martin Luther King Jr. St., Georgetown, Texas 78626, at least forty-five
(45) calendar days prior to the expiration of this Irrevocable Letter of Credit as advice of
the pending expiration.
It is a condition of this Irrevocable Letter of Credit that it shall be deemed automatically
extended without amendment for a period of one (1) year from the present or any future
Expiration Date.
ISSUER:
(Authorized Signature)
Env:
Name:
Title:
Woodside Consent Agreement
Exhibit I - Form of Traffic Signal Fiscal Security
Page 3
ANNEX B TO TRAFFIC SIGNAL FISCAL SECURITY
DRAW CERTIFICATE
DATE: REF. NO
ffel
Issuer: FROM:
Name Beneficiary:
Address 1 City of Georgetown, a Texas home rule
Address 2 municipality
City, State, Zip Code Attn: Assistant City Manager
Phone 808 Martin Luther King Jr. St.
Fax Georgetown, Texas 78626
AT SIGHT, PAY TO THE ORDER OF THE CITY OF GEORGETOWN, TEXAS,
U.S. DOLLARS ($
} drawn under (name of issuer)
Irrevocable Standby Letter of Credit No. dated
20
BENEFICIARY CITY OF GEORGETOWN, TEXAS
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
(Authorized Signature)
This instrument was acknowledged before me on the day of
20_ by of the
City of Georgetown, Texas, a home -rule city, on behalf of the City.
(seal)
Notary Public Signature
Woodside Consent Agreement
Exhibit I - Form of Traffic Signal Fiscal Security
Page 4
ANNEX C TO TRAFFIC SIGNAL FISCAL SECURITY
DRAW CERTIFICATE
DATE:
TO:
Issuer:
Name
Address 1
Address 2
City, State, Zip Code
Phone
Fax
Ladies and Gentlemen:
LETTER OF CREDIT. NO
FROM:
Beneficiary:
City of Georgetown, a Texas home rule
municipality
Attn: Assistant City Manager
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
The undersigned, as authorized representative of Beneficiary herby certifies to you with
reference to Letter of Credit No. that (check applicable):
❑ The Letter of Credit will expire in 45 days and is not being renewed or replaced; or
❑ Beneficiary has the right under the terms of the AGREEMENT to draw upon this
Letter of Credit.
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the
20_ by
City of Georgetown, Texas, a home -rule city, on behalf of the City.
(seal)
Woodside Consent Agreement
Exhibit I - Form of Traffic Signal Fiscal Security
Page 5
day of
Notary Public Signature
of the
EXHIBIT J-1 TO CONSENT AGREEMENT
Architectural and Masonry Standards - Residential
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
ICA--
GEORGETOWN
T E X A S
more than welcome
INSTRUCTIONS: Builder to complete and submit to the City of
Georgetown, Texas:
Initial Submittal - with application for Building Permit.
Resubmittal - with application for Certificate of Occupancy.
SUMMARY: ARCHITECTURAL STANDARDS FOR
SINGLE-FAMILY RESIDENTIAL AND CONDOMINIUMS
(a) Exterior Material Treatment
a. At least 85% of the exterior surface area of all front elevations, all street facing elevations, and all
elevations facing public/private parkland shall consist of brick, stone, or stucco (exclusive of
windows, doors or other openings):
b. The side and rear elevations not facing a public right-of-way shall consist of at least 50% brick,
stone or stucco on the first floor (exclusive of windows, doors or other openings) and brick, stone,
stucco or cement based siding on the second floor; and
c. Street facing side of homes that back onto or are adjacent to arterial roads or residential collectors
shall consist of 85% brick, stone or stucco on street facing side (exclusive of windows, doors or
other openings).
(b) Front Elevation Features
At least a minimum of two (2) of the following design options shall be incorporated into front elevations and
included on the architectural plans submitted for building permits:
a. Covered front porch or patio with a minimum size of 60 square feet;
b. A garage door recessed from the primary front facade a minimum of two feet (2'-0") for garage
doors that face the front street;
c. Enhanced garage door materials (wood, ornamental metal, decorative door, window inserts and
hardware, painted or stained to match house);
d. Shed roof or trellis (at least 18" deep) above the garage door;
e. A combination of at least two roof types (e.g. hip and gable) or two (2) different roof planes of
varying height and/or direction;
f. Two (2) or more masonry finishes to compliment the architectural style of the home; or
g. The addition of one or more dormers on the front elevation to compliment the architectural style of
the home.
Roof overhang of 18" permitted within side setback.
Page 1 of 4
EXHIBIT J-1
GEORGETOWN
T E X A S
more than u,ekome
COMPLIANCE CHECKLIST
ARCHITECTURAL STANDARDS FOR
SINGLE-FAMILY RESIDENTIAL AND CONDOMINIUMS:
PART A: RESIDENCE ADDRESS —to be completed by Builder Representative
Lot: Block: Phase: Street Address:
A
[printed name of authorized Builder
Representative making the representations and certifications] (`Builder Representative"), being
an authorized agent of
[Builder company name] ("Builder"), hereby certify that the residential structure located at the
address shown above has been constructed by Builder in compliance with the Woodside Municipal Utility
District Architectural Standards asset forth in that certain CONSENT AGREEMENT BETWEEN THE CITY OF
GEORGETOWN AND MK MADISON, L.P., a Texas limited partnership. dated to be effective on
and recorded in the Official Public Records of Williamson
County, Texas as Document No.
Signature of Authorized Builder Representative
PART B: COMPLIANCE CHECKLIST —to be completed by Builder Representative
IMPORTANT:
■ The following Compliance Checklist must bear the signature of the Builder Representative for each
element listed. Submittal of an incomplete Compliance Checklist will result in denial of issuance of a
Building Permit, request for Final Inspection, and/or request for issuance of a Certificate of
Occupancy.
• Signature of the Builder Representative shall constitute a representation, warranty, and certification
by the Builder Representative that the residence is, or will be on construction, in compliance with the
corresponding element on the Compliance Checklist.
• The City will not issue a Building Permit, schedule a Final Inspection, and/or issue a Certificate of
Occupancy unless the City confirms that the residence is in compliance with all elements on the
Compliance Checklist.
Page 2 of 4
EXH I BIT J-1
GEORGETOWN
T E X A S
more than tvelcome
PART B1: COMPLIANCE CHECKLIST — EXTERIOR MATERIALS *
Exterior Material Treatment
Builder Representative
Signature
At least 85% of the exterior surface area of all front elevations, all street
facing elevations, and all elevations facing public/private parkland shall
consist of brick, stone, or stucco (exclusive of windows, doors or any other
openings);
The side and rear elevations not facing a public right-of-way shall consist of
at least 50% brick, stone or stucco on the first floor (exclusive of windows,
doors or any other openings) and brick, stone or cement based siding on
the second floor and;
Street facing side of homes that back onto or are adjacent to arterial roads
or residential collectors shall consist of 85% brick, stone or stucco on the
street facing side (exclusive of windows, doors or any other openings).
*SELECT ONE LOT CONFIGURATION FOR THE RESIDENCE and complete the following:
a) Write on the four sides of the applicable diagram below: "public street," "public/private parkland,"
"arterial road," "residential collector," or "adjacent lot."
b) Indicate 85% or 50% on each side of structure footprint to reflect amount of masonry required.
Corner Lot or Midblock Lot
Cul-de-sac Lot
EXHIBIT J-1
Page 3 of 4
GEORGETOWN
TExas
more than idle1come
PART 62: COMPLIANCE CHECKLIST - FRONT ELEVATION FEATURES At minimum of two (2) of the
following design options must be incorporated into front elevations and included on the
architectural plans submitted for building permits."
Front Elevation Features
* * Roof overhang of 18" permitted within side setback.
Builder Representative Signature
Covered front porch or patio with a minimum size of sixty (60)
square feet;
A garage door recessed from the primary front facade a minimum
of two feet (2'0") for garage doors that face the front street;
Enhanced garage door materials (wood, ornamental metal,
decorative door, window inserts and hardware, painted or stained
to match house);
Shed roof or trellis (at least 18" deep) above the garage door;
A combination of at least two roof types (e.g. hip and gable) or
two (2) different roof planes of varying height and/or direction;
Two (2) or more masonry finishes to compliment the architectural
style of the home; or
-
The addition of the one or more dormers on the front elevation to
compliment the architectural style of the home. 1
Page 4 of 4
EXHIBIT J-1
EXHIBIT J-2 TO CONSENT AGREEMENT
Architectural and Masonry Standards - Non -Residential
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
GE4RGETOWN
TEXAS
more than t't'vlcome
INSTRUCTIONS: Builder to complete and submit to the City of
Georgetown, Texas:
Initial Submittal - with application for Building Permit.
Resubmittal - with application for Certificate of Occupancy.
COMPLIANCE CHECKLIST
ARCHITECTURAL STANDARDS FOR MULTI -FAMILY AND COMMERCIAL:
PART A: ADDRESS —to be completed by Builder Representative
Lot: Block: Phase: Street Address:
[printed name of authorized Builder
Representative making the representations and certifications] ("Builder Representative"), being
an authorized agent of
[Builder company name] ("Builder"), hereby certify that the multi -family or commercial structure
located at the address shown above has been constructed by Builder in compliance with the Woodside
Municipal Utility District Architectural Standards as set forth in that certain CONSENT AGREEMENT
BETWEEN THE CITY OF GEORGETOWN AND MK MADISON, L.P., a Texas limited partnership. dated to be
effective on
Records of Williamson County, Texas as Document No.
and recorded in the Official Public
Signature of Authorized Builder Representative
PART B: COMPLIANCE CHECKLIST —to be completed by Builder Representative
IMPORTANT:
• The following Compliance Checklist must bear the signature of the Builder Representative.
Submittal of an incomplete Compliance Checklist will result in denial of issuance of a Building
Permit, request for Final Inspection, and/or request for issuance of a Certificate of Occupancy.
■ Signature of the Builder Representative shall constitute a representation, warranty, and certification
by the Builder Representative that the residence is, or will be on construction, in compliance with the
corresponding element on the Compliance Checklist.
• The City will not issue a Building Permit, schedule a Final Inspection, and/or issue a Certificate of
Occupancy unless the City confirms that the building is in compliance with all elements on the
Compliance Checklist.
Page 1 of 5
EXHIBIT J-2
CA:__
GEORGETOWN
T E X A S
more t arr t.velcome
COMPLIANCE CHECKLIST
ARCHITECTURAL STANDARDS FOR MULTI -FAMILY AND COMMERCIAL:
Foundation Requirements
Builder Representative
Signature
All Non -Residential buildings shall be placed on a poured -in -place permanent slab
foundation, an approved engineered pier and beam foundation or other type of
approved engineered foundation. Foundation requirements apply only to
enclosed covered buildings and do not apply to outdoor structures, open porches
or buildings less than 250 square feet and 15 feet in height.
Building Materials
Builder Representative
Signature
At least eighty percent (80%) of the collective walls of a building shall be
finished in one or more of the following building materials:
1. Brick, stone, cast stone, rock, marble, granite, glass block or tile;
2. Stucco or plaster;
3. Split -face concrete block, poured -in -place concrete, and tilt -wall
concrete. Any use of concrete products shall have an integrated color
and be textured or patterned. Tilt -wall concrete structures shall
include reveals, punch -outs or other similar surface characteristics to
enhance the wall on at least ten percent (10%) of each wall;
4. Glass with less than twenty percent (20%) reflectance. However, a
maximum of fifty percent (50%) of the first two stories or floors of a
building may be constructed in glass. Above the first two stories or
floors, there are no restrictions on the amount of glass;
S. The following materials may be counted towards the minimum
building material requirement if they are installed a minimum of four
feet above ground level, but shall not comprise more than sixty
percent (60%) of the collective walls of the building:
a. Exterior insulation and finish system (EIFS) or
equivalent product; or
b. Cellulose fiber -reinforced cement building siding
that is horizontally installed, such as Hardi-plank or
similar product approved by a nationally -recognized
building products evaluation service.
Color
Builder Representative
Signature
Side and rear walls shall be finished in a similar color as the front of the
building. For sites with multiple buildings, outparcels/pad sites,
secondary or accessory buildings, see "Architectural Compatibility."
2. Any use of color such as bands, stripes, patterns, outlines or
Page 2 of 5
EXH I BIT J-2
GEORGETGWN
T E X A S
more than ti�k-ome
delineations displayed for the purpose of commercial identification
(corporate colors) shall not comprise more than twenty percent (20%)
of any wall or visible roof face, per the Code definition of "sign"
in UDC Chapter 16.
Roof Styles
Builder Representative
Signature
The following types of roof styles are prohibited:
1. Mansard roofs and canopies without a minimum vertical distance of
eight feet and at an angle not less than 25 degrees and not greater
than 70 degrees;
2. Roofs less than or equal to a 2-to-12 pitch unless full parapet
coverage is utilized; and
3. Back -lit awnings used as a mansard or canopy roof.
Roof Treatments
Builder Representative
Signature
Parapets shall be used on all flat roofs and meet the following minimum
requirements:
a. Parapets shall extend a minimum of two feet above the roof line;
b. Parapets shall conceal all roof top equipment located on a flat
roof from the view of adjacent properties and rights -of -way;
c. Parapets shall adhere to the vertical and horizontal requirements
for the relevant building wall as described in "Roof Styles," above
d. Parapets shall require cornice detailing;
e. Parapets shall consist of similar materials and colors as the
building walls;
f. Parapets shall not be considered during calculations for building
height to determine articulation requirements.
2. Where overhanging eaves are used, overhangs shall be no less than
two feet beyond the supporting walls.
3. All roof -mounted mechanical equipment shall be screened from view
on four sides in accordance with UDC Section 8.04.070.
4. Roof -mounted photovoltaic solar panels are not considered roof -
mounted mechanical equipment for the purposes of this section, but
any form of electrical conveyance equipment shall be screened.
5. Roof lighting shall comply with UDC Section 7.04.010.C.
Entryways and Entrance Treatments
Builder Representative
Signature
Any front entry to a building shall be set back from the drive aisle a
minimum distance of 15 feet.
2. Single -use or multi -tenant buildings over 60,000 square feet in size
shall provide clearly defined, highly visible customer entrances that
include an outdoor patio area that is a minimum of 200 square feet in
area and incorporates the following:
Page 3 of 5
EXHIBIT J-2
GEORGETOWN
T E X A S
more than i�relcome
a. Benches or other seating components;
b. Decorative landscape planters or wing walls that incorporate
landscaped areas; and
c. Structural or vegetative shading.
3. Pedestrian routes shall be provided between the parking and
building(s).
Building Articulation and Architectural Features
Builder Representative
Signature
A. Purpose. In order to provide attention in design and human scale and to
avoid the massive appearance of large walls and structures, articulation
techniques, and architectural features shall be incorporated into the
building design.
B. Applicability. Articulation shall apply to all building walls facing a public
street, public park or adjacent Residential Zoning District. However, a wall
facing an adjacent Residential District or public park is not required to
meet the articulation provisions for such a wall meeting the following
criteria:
1. The wall is on a building that is less than 20 feet in height;
2. The wall is set back at least 30 feet from the lot line; and
3. The wall is screened by a High Level Bufferyard (as defined in the
UDC) that includes a solid screening wall.
Building Articulation — Horizontal Articulation (Footprint)
Builder Representative
Signature
a. No building wall shall extend laterally for a distance greater than
three times the building's average height without a perpendicular
offset of at least twenty-five percent (25%) of such height.
b. Where the length of the wall is less than 60 feet, articulation is
not required.
c. The perpendicular offset shall extend laterally for a distance
equal to at least seventy-five percent (75%) of the building's
average height.
d. The perpendicular and lateral offset(s) may be divided and
distributed throughout the length of the wall if the applicant
demonstrates, to the satisfaction of the Director, that the intent
of this section has been met.
Building Articulation — Vertical Articulation (Elevation)
Builder Representative
Signature
a. No building wall shall extend laterally for a distance greater than
three times the building's average height without a change in
vertical elevation of at least twenty-five percent (25%) of such
height.
b. The change in elevation shall extend laterally for a distance equal
Page 4 of 5
EXHIBIT J-2
GEORGETOWN
TExns
more than welcome
to at least seventy-five percent (75%) of the building's average
height.
c. The vertical change(s) in elevation may be divided and distributed
throughout the length of the wall if the applicant demonstrates,
to the satisfaction of the Director, that the intent of this section
has been met.
Architectural Features
Builder Representative
Signature
In addition to the horizontal and vertical articulation requirements, all building
walls shall incorporate at least three of the architectural features listed in
Subsections 1. and 2. below. Building walls greater than 100 feet in length or
buildings greater than 30 feet in height shall incorporate an additional two
items from Subsection 2. below.
1. Awnings, canopies, arcades, alcoves, windows, projections, recessed
entries ornamental cornices, pillar posts, decorative light features,
variation in building wall materials, integrated planters or water
features or other similar building element features as approved by
the Director or their designee.
2. Offsets, covered porches, stepped -back heights, porticos, varied wall
surfaces, or other similar building elements as approved by the
Director or their designee.
Architectural Compatibility
Builder Representative
Signature
A. Building Walls. All building walls facing a public street, public park, or
adjacent Residential District shall be designed with consistent
architectural style, detail, and trim features as required by the
provisions of
httos://library.municode.com/tx/georgetown/codes/unified develoorn
ent code?nodeld=UNDECO CH71NISIDEST S7.03BUDEST this Exhibit.
The building materials, color, window and entrance door details, and
other similar architectural elements on these walls shall continue
onto and be compatible with the architectural elements on the
adjoining walls for the length of the adjoining walls.
B. Buildings. Sites with multiple buildings, outparcels/pad sites,
secondary, and accessory buildings shall be designed to employ
architectural elements that are integrated with and common to those
used on the primary structure of the site. Architectural elements shall
be deemed compatible if consistent in, but not limited to: building
materials, color, roof style and pitch, and architectural design and
detail. For structures on outparcels/pad sites, all exterior walls shall
meet the highest level of treatment outlined in Subsection A, above,
and the preceding sections.
Page 5 of 5
EXHIBIT J-2
EXHIBIT K TO CONSENT AGREEMENT
Maintenance Agreement
Consent Agreement — Woodside Municipal Utility District No. 1
(Madison Tract)
MAINTENANCE AGREEMENT
WOODSIDE MUNICIPAL UTILITY DISTRICT NO. 1
CITY PARK
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Maintenance Agreement (this "Agreement") is made to be effective as of the
Effective Date (defined below) by and between the CITY OF GEORGETOWN,
TEXAS, a home -rule city located in Williamson County, Texas (the ".City."), and
a Texas non-profit
corporation (the "SF Detached HOA"), (individually, a "Par ." and collectively, the
"Parties."), and is as follows:
RECITALS
WHEREAS, the Woodside Subdivision is a subdivision development and public
improvement district within the City's corporate limits known as the Woodside
Municipal Utility District No. 1 (the "District") authorized by the Consent
Agreement attached to Ordinance No. passed and approved by the
Georgetown City Council on , 2022 (the "Consent Agreement."),
containing approximately 486.3 contiguous acres and having (at full build out) a
maximum of 500 single family active adult residential lots, 750 single family detached
residential lots, and 535 multi -family units; and
WHEREAS, the SF Detached HOA is a nonprofit corporation having as its members
all persons or entities becoming a holder of all or a portion of the fee simple interest
in any Lot in the SF Detached Residential Area, which membership in the SF Detached
HOA is not severable from the ownership of the Lot; and
WHEREAS, the SF Detached HOA is created to, among other things, maintain the
City Park, City Park Improvements, Primary Trails, Trail Improvements and the
Drainage Facilities within the SF Detached Residential Area, and otherwise
administer the affairs of the SF Detached HOA in accordance with the terms of that
certain "Consent Agreement" between the City, MK Madison, LP, a Texas limited
partnership (the "Developer"), and the District, dated effective
, (the ".Consent Agreement"), and the Parkland
Improvements Agreement between the City and the Developer dated effective
(the "Parkland Improvements Agreement") (the
Page 1 of 12
Consent Agreement and the Parkland Improvement Agreement are sometimes
referred to collectively herein as the "Governing Agreements."); and
WHEREAS, the SF Detached HOA has the authority to levy HOA Assessments
against the Lots within the SF Detached Residential Area to provide a permanent
source of funding for the SF Detached HOA to pay for performing its responsibilities
under this Agreement; and
WHEREAS, pursuant to the Governing Agreements, the City Park and the Primary
Trail have been or will be conveyed to the City, in trust for the public, and will be
maintained by the SF Detached HOA; and
WHEREAS, the SF Detached HOA acknowledges and agrees that the City has
exclusive jurisdiction and control of the City Park and the Primary Trails.
NOW, THEREFORE, in consideration of the premises, in furtherance of the mutual
benefits to be derived by the general public and the members of the SF Detached
HOA, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the City and the SF Detached HOA agree as
follows:
1. RECITALS AND AGREEMENT ADOPTED. The recitals set out above are true
and correct and are hereby incorporated into this Agreement by this reference as
though each were set out in full herein. In addition, the Governing Agreements
are incorporated into this Agreement as if both were set out in full.
2. DEFINITIONS. In addition to the terms defined in the Recitals to this Agreement,
(i) capitalized words used in this Agreement and not defined herein will have the
meanings set out in the Consent Agreement, and (h) the following words, shall, when
capitalized, have the following meanings when used in this Agreement:
2.1 "HOA Assessments" means the assessments the SF Detached HOA imposes for
the purposes of, among other things, funding its obligations under this
Agreement.
2.2 "Primary Trails Landscaped Area" means the land adjacent to both sides of the
Primary Trails, which land may meander in and out of the right-of-way for any
Collector.
3. GRANT OF LICENSE. The City hereby grants the SF Detached HOA, and its
duly authorized agents, a license to enter the City Park and the Primary Trails for
Page 2 of 12
the purpose of performing, or causing to be performed, the maintenance
responsibilities of the SF Detached HOA described in Section 4 of this Agreement.
4. MAINTENANCE REQUIREMENTS.
4.1 The SF Detached HOA shall, at its sole cost and expense, perform or cause
to be performed, all maintenance work for the City Park, including, but not
limited to, regular irrigation, mowing, edging, trimming of shrubs and
other plantings, weed and ant control, fence maintenance and
repair, irrigation, and irrigation system maintenance and repair.
The SF Detached HOA shall be solely responsible for maintenance
of the City Park, and the City shall have no obligations for same.
4.2 The SF Detached HOA shall, at its sole cost and expense, perform or cause
to be performed, all maintenance work for the Primary Trail Landscape
Areas including, but not limited to, regular irrigation, mowing, edging,
trimming of shrubs and other plantings, weed and ant control, irrigation,
irrigation system maintenance and repair, and keeping the area free of all
trash and debris. The SF Detached HOA shall be solely responsible for the
Primary Trail Landscaped Area, and the City shall have no obligations for
same.
4.3 The SF Detached HOA shall, at its sole cost and expense, perform or cause
to be performed, all maintenance and repair work related to the Drainage
Facilities within the SF Detached Residential Area including, but not
limited to, regular mowing, clearing, and weed control, and keeping such
Drainage Facilities areas free of all trash and debris and properly
functioning. The SF Detached HOA shall be solely responsible for Drainage
Facility maintenance and repair within the SF Detached Residential Area,
and the City shall have no obligations for same.
4.4 If damages to public infrastructure occur as a result of poor or inadequate
maintenance or repair of the Primary Trail Landscaped Area, City Park or
Drainage Facilities within the SF Detached Residential Area, the SF
Detached HOA shall pay the City for full reimbursement of all reasonable
costs the City incurs repairing damages.
4.5 Beginning after the Effective Date, between the dates December 1st and
February 28th of the following year, and any time there is a possibility of
freezing temperatures, the SF Detached HOA shall turn off the irrigation
systems' timers and shall only operate the irrigation systems manually in
order to prevent the icing of improved areas and equipment.
5. NO LIENS. The SF Detached HOA shall not cause, suffer or allow any liens to be
placed on the City Park or Primary Trail by, through or under the SF Detached HOA.
Page 3 of 12
6. HOA ASSESSMENTS.
6.1 The SF Detached HOA shall levy HOA Assessments in such amounts
necessary to perform its responsibilities under this Agreement.
6.2 The SF Detached HOA shall also levy HOA Assessments in amounts, as
reasonably determined by the City, necessary to maintain reserves, and
ultimately replace, the Improvements at the end of their useful life.
7. CITY RIGHTS AND RESPONSIBILITIES FOR CITY PARK, DRAINAGE
FACILITIES, AND IMPROVEMENTS.
7.1 This Agreement is expressly subject and subordinate to the present and
future right of the City, its successors, assigns, lessees, grantees, and
licensees, to construct, install, establish, maintain, use, operate, and renew
any public utility facilities, or franchised public utilities, on, over, or under the
City Park and Primary Trails.
7.2 The City shall be responsible for installing and maintaining one or more
master meters to provide water and electric service to the City Park, and
for paying for water and electric service to the City Park.
7.3 Nothing in this Agreement shall be construed to limit in any way the power
of the City to alter or improve the City Park or the Primary Trails pursuant
to official action by the City or its successors. The City shall endeavor to
provide the SF Detached HOA with notice of proposed alternations or
improvements but shall be under no obligation to do so prior to
commencement of work.
8. INSURANCE.
8.1 Prior to the commencement of any work in the City Park or Primary Trails
under this Agreement, the SF Detached HOA shall furnish copies of all
required endorsements and an original completed Certificate(s) of
Insurance to the City's City Manager, which shall be clearly labeled with
the legal name of the SF Detached HOA in the Description of Operations
block of the Certificate. The Certificate(s) shall be completed by an agent
and signed by a person authorized by that insurer to bind coverage on its
behalf. The City will not accept Memorandum of Insurance or Binders as
proof of insurance. The Certificate(s) or form must have the agent's
signature, including the signer's company affiliation, title and phone
number, and be mailed, with copies of all applicable endorsements, directly
from the insurer's authorized representative to the City. Failure to obtain
and maintain the required insurance shall constitute a material default of
this Agreement. The City shall have no duty to perform under this
Page 4 of 12
Agreement until such Certificate and endorsements have been received
and approved by the City's City Manager. No officer or employee, other
than the City's City Manager, shall have authority to waive this
requirement.
8.2 Notwithstanding the provisions of Section 8.3 below, the City reserves
the right to review the insurance requirements of this Article during the
effective period of this Agreement and any extension or renewal hereof
and to modify insurance coverages and their limits when deemed
necessary and prudent by the City's City Manager based upon changes
in statutory law, court decisions, or circumstances surrounding this
Agreement. In no instance will the City allow modification at the
request of the SF Detached HOA whereupon the City may incur
increased risk.
8.3 The SF Detached HOA's financial integrity is of interest to the City;
therefore, subject to the SF Detached HOA's right to maintain
reasonable deductibles in such amounts as are approved by the City, the
SF Detached HOA shall obtain and maintain in full force and effect for
the duration of this Agreement, and any extension hereof, at the SF
Detached HOA's sole expense, insurance coverage written on an
occurrence basis, by companies authorized and admitted to do business
in the State of Texas and with an A.M. Best's rating of no less than A-
(VII), in the following types and for an amount not less than the amount
listed:
orkers' Compensation
ployers' Liability
rcial General Liability Insurance
coverage for the following:
remises operations
). Independent Contractors
roducts/completed operations
ersonal Injury
ontractual Liability
Environmental Impairment/l
Page 5 of 12
tutory
1,000,000 / $1,000,000 / $1,000,000
or Bodily Injury and Pi
lamage of $1,000,000
ccurrence; $2,000,000 C
or its equivalent
mbrella or Excess
yu£ficiently broad to cover disposal liability
Eg. Broad form property damage, to incluc
'ire legal liability
usiness Automobile Liability
caned/leased vehicle Combined Single Limit for Ba
on -owned vehicle Injury and Property Damage of
ired Vehicles 1,000,000 per occurrence
*May be waived by the City Manager if not applicable to activities performed by
the SF Detached HOA
8.4 The City shall be entitled, upon request and without expense, to receive
copies of the policies, declaration page and all endorsements thereto as
they apply to the limits required by the City, and may require the
deletion, revision, or modification of particular policy terms, conditions,
limitations or exclusions (except where policy provisions are established by
law or regulation binding upon either of the parties hereto or the
underwriter of any such policies) as may be required to comply with the
terms of this Agreement. The SF Detached HOA shall be required to
comply with any such requests and shall submit a copy of the replacement
Certificate of insurance to the City at the address provided below within 30
days of the requested change. The SF Detached HOA shall pay any costs
incurred resulting from said changes.
City of Georgetown
Attn. City Manager
P.O. Box 409
Georgetown, TX 78627
8.5 The SF Detached HOA agrees that with respect to the above required
insurance, all insurance policies are to contain or be endorsed to contain the
following provisions:
8.5.1 Name the City, its officers, officials, employees, volunteers, and
elected representatives as additional insured's by endorsement,
as respects operations and activities of, or on behalf of, the named
insured performed under contract with the City, with the
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exception of the workers' compensation and professional liability
policies; and
8.5.2 Provide for an endorsement that the "other insurance" clause
shall not apply to the City when the City is an additional insured
shown on the policy; and
8.5.3 Workers' compensation and employers' liability policies will
provide a waiver of subrogation in favor of the City.
8.6 The SF Detached HOA agrees to give the City written notice of any
suspension, cancellation, non -renewal or material change in coverage of
any of the insurance policies required to be obtained and maintained by the
SF Detached HOA under the terms of this Agreement. Within five (5)
calendar days of a suspension, cancellation or non -renewal of coverage, the
SF Detached HOA shall provide a replacement Certificate of Insurance and
applicable endorsements to the City. The City shall have the option to
suspend the SF Detached HOA's authorization and liability under this
Agreement should there be a lapse in coverage at any time during this
Agreement. Failure to provide and to maintain the required insurance shall
constitute a material breach of this Agreement.
8.7 Nothing herein contained shall be construed as limiting in any way the
extent to which the SF Detached HOA may be held responsible for
payments of damages to persons or property resulting from the SF
Detached HOA's performance of the work covered under this Agreement.
8.8 It is agreed that the SF Detached HOA's insurance shall be deemed primary
and non-contributory with respect to any insurance or self-insurance
carried by the City for liability arising out of operations under this
Agreement.
8.9 It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this Agreement.
9. INDEMNIFICATION. THE SF DETACHED HOA INDEMNIFIES THE CITY ONLY
FOR CLAIMS ATTRIBUTED TO THE SF DETACHED HOA AND THE SF
DETACHED HOA ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR
ANY CLAIM OR ACTIONS BASED ON OR ARISING OUT OF INJURIES,
INCLUDING DEATH, TO PERSONS OR DAMAGES TO OR DESTRUCTION OF
PROPERTY, SUSTAINED OR ALLEGED TO HAVE BEEN SUSTAINED IN
Page 7 of 12
CONNECTION WITH OR TO HAVE ARISEN OUT OF OR INCIDENTAL TO THE
PERFORMANCE OF THE ACTIVITIES DESCRIBED IN SECTION 4 BY THE SF
DETACHED HOA, ITS AGENTS AND EMPLOYEES, AND ITS
SUBCONTRACTORS, THEIR AGENTS AND EMPLOYEES.
10. TERMINATION
10.1 Termination by the SF Detached HOA. This Agreement may be terminated by
the SF Detached HOA no sooner than five (5) years after the Effective Date of
this Agreement by delivering written notice of termination to the City not later
than one -hundred eighty (180) days before the effective date of termination.
10.2 Termination by the City. This Agreement may be terminated at any time by the
City, by delivering written notice of termination to the SF Detached HOA at
least thirty (30) days before the effective date of termination. Circumstances
under which the City may terminate this Agreement include, but are not limited
to, the following:
10.2.1 Use of the City Park and Primary Trails becomes necessary for a
public purpose;
10.2.2 Despite 30 days written notice, the SF Detached HOA fails to
maintain or make necessary alterations to prevent deterioration of
the aesthetic or functional integrity of the City Park or Primary Trail
Landscaped Areas; or
10.2.3 The SF Detached HOA fails to comply with the terms and conditions
of this Agreement, including but not limited to, the insurance
requirements specified herein.
10.3 Once this Agreement has been terminated by either Party, the City will perform
maintenance on the City Park and Primary Trail Landscaped Areas consistent
with the level of maintenance of other City land, but no higher. Under no
circumstances will the City be responsible for the Drainage Facilities either
before or after termination of this Agreement.
11. ASSIGNMENT. The SF Detached HOA shall not assign, sublet, or transfer its interest
in this Agreement without prior written consent of the City, which may be withheld
for any reason. If consent is granted, it shall then be the duty of the SF Detached HOA,
its successors and assigns, to give prompt written notice to the City of any assignment
or transfer of any of the SF Detached HOA's rights in this Agreement.
12. MISCELLANEOUS PROVISIONS.
12.1 Laws Observance. The SF Detached HOA shall not do, nor cause to be done,
anything on the City Park and Primary Trails during the term of this Agreement
Page 8 of 12
in violation of the laws of the United States, the State of Texas, or any of the
ordinances of the City.
12.2 No Waiver. No waiver by the City of any default or breach of any covenant,
condition, or stipulation herein contained shall be treated as a waiver of any
subsequent default or breach of the same or any other covenant, condition, or
stipulation hereof.
12.3 Severabilijy. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision thereof, and this Agreement shall be considered as if such
invalid, illegal, or unenforceable provision had never been contained herein.
12.4 Notice. Any notices required or appropriate under this Agreement shall be
given in writing to the SF Detached HOA at the address shown below, and to
the City at City of Georgetown, Attn. City Manager, P.O. Box 409, Georgetown,
TX 78627.
12.5 Headings. The paragraph headings contained herein are for convenience of
reference and are not intended to define, extend, or limit any provisions of this
Agreement.
12.6 jurisdiction and Venue. This Agreement will be interpreted according to the
Constitution and laws of the State of Texas. Venue of any court action brought
directly or indirectly by reason of this Agreement shall be in Williamson
County, Texas. This Agreement is made and is to be performed in Williamson
County, Texas, and is governed by the laws of the State of Texas.
12.7 Authorization. The signers of this Agreement each hereby represents that he or
she has full authority to execute this Agreement on behalf of the Party for
which he or she is acting.
12.8 Entire Agreement. This Agreement and any attached exhibits contain the final
and entire agreement between the Parties hereto and contain all of the terms
and conditions agreed upon, and supersedes all other agreements, oral or
otherwise, regarding the maintenance of the City Park and Primary Trail, none
of which shall hereafter be deemed to exist or to bind the Parties hereto; it being
the intent of the Parties that neither shall be bound by any term, condition, or
representation not herein written.
Page 9 of 12
EXECUTED to be effective as of the date of final signature below (the ".Effective
Date.").
THE SF DETACHED HOA:
By:
Name:
Title:
Address for Notice:
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of ,
2022 by President
a Texas non-profit corporation on behalf of
said corporation.
By:
NOTARY PUBLIC, STATE OF TEXAS
Page 10 of 12
ACKNOWLEDGEMENT OF DEVELOPER
By the signature of its duly authorized representative appearing below, MK
Madison, LP, a Texas limited partnership, acknowledges its obligations under Section
7.06 "HOAs," set forth in the "Consent Agreement" and under Section VII of the Parkland
Improvements Agreement.
MK MADISON, LP, a Texas limited
partnership
By: Blake Magee GP, L.L.C., a Texas limited
liability company, its Gen Partner
By:
Blake J. Magee, President
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me the `74'L"day of
2022, by Blake J. Magee, President of Blake Magee GP, L.L.C., a Texas li ited liability
company, General Partner of MK Madison, LP, a Texas limited partnership, on behalf of
said company and partnership.
(seal) IJ4 Ad���
HOLLY H. FULLERTON Notary Public State f Texas
Notary Public, State of Texas
Comm. Expires 05-29-2024
Notary ID 132499027
Page 12 of 12
THE CITY:
City of Georgetown, Texas, a home -rule
mur
LIN
ATTEST:
By:
zLn.�704�'".a�dU -
Robyn ensmore, City Secretary
APPROVED AS TO FORM:
By:
Skye Masson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this IX" --day of aA&n
2022 by Josh Schroeder, Mayor of the City of Georgetown, Te as, a ome-rule
municipality, on behalf of the City of Georgetown, Texas.
Bv:
— 7 �e_
KAREN FROST NOTARY PUBLIC, STATE OF TEXAS
Notary ID # 1053608-4
w My Commission Expires
aF May 24, 2024
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