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HomeMy WebLinkAboutRES 081225-5.D - ETJ Disannexation - Berry Creek Partners II LP - 20.6977 acres R039047 and R039086RESOLUTION NO. QV U6 -5-b A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS ("GEORGETOWN") RELEASING APPROXIMATELY 20.7047 ACRES OF LAND FROM THE CITY OF GEORGETOWN'S EXTRATERRITORIAL JURISDICTION ("ETJ"), SAID LAND IDENTIFIED BY THE WILLIAMSON COUNTY APPRAISAL DISTRICT AS PARCELS R039047 and R039086 AND BEING LOCALLY KNOWN AS 3520 INTERSTATE HIGHWAY 35 NORTH, GEORGETOWN, WILLIAMSON COUNTY, TEXAS, RESULTING IN A REDUCTION OF GEORGETOWN'S ETJ; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on July 18, 2025, the City of Georgetown, Texas, received a petition requesting release from its ETJ of an approximately 20.7047 acre tract of land in the John Berry Survey (the "Petition"), a true and correct copy of such Petition being attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, pursuant to Subchapter D of Chapter 42 of Local Government Code, landowners or residents may submit a petition seeking release of an area of land from the City's ETJ; and WHEREAS, the City Secretary has reviewed the Petition and confirmed that it meets the requirements of Subchapter D of Chapter 42 of the Local Government Code and the petition requirements of Chapter 277 of the Election Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: SECTION 1. The City Council of the City of Georgetown, Texas ("City Council"), does hereby find that the forgoing recitals are true and correct and adopts the recitals by this reference for all purposes. SECTION 2. To the extent required by state law, the City Council does hereby adjust the boundaries and limits of the ETJ of the City of Georgetown, Texas, such that the ETJ of the City of Georgetown, Texas, shall be and is hereby adjusted to release and remove the Area subject to the Petition, as such Area is more particularly described and depicted in Exhibit B attached hereto and incorporated herein by reference, from the ETJ of the City of Georgetown, Texas. SECTION 3. The City Council is not consenting to this reduction of its ETJ except as required by state law. SECTION 4. This Resolution shall take effect immediately upon its passage. Page I 1 Resolution No. Q 8 L225 'S Release of Petition Area — Berry Creek Partners LP PASSED AND APPROVED by the City Council of the City of Georgetown, Texas, on the dayof �— , 2025. CITY OF g'EOWETOWN, TEXAS By: Josh S hroede , Mayor ATTEST: By: Robyn Dens ore, City Secretary APPROVED AS TO FORM: By. cam/ Skye asson, ty Atto Bey Page12 Resolution No. _Q$ ( Z25 _s !D Release of Petition Area — Berry Creek Partners LP Exhibit A Petition Resolution No. _(�1V,�5 '.5. b Release of Petition Area ,A Petitioned for ETJ Removal GEORGETOWN BERRY CREEK PARTNERS LP mnrr ran n elmme /I I / / / / / / / / h '•c h ® Property Georgetown ETJ City limits 2�4 nash O 0 300 600 US Feet WAYNE PATTON METCALFE WOLFF SIUART & WILLIAMS. LLP July 17, 2025 VIA HAND DELIVERY Attn: Robyn Densmore, TRMC City of Georgetown 808 Martin Luther King Jr. Street Georgetown, TX 78627 Email: Robyn.Densmore@georgetowntexas.gov 512.404.2249 wpatton@mwswtexas.com McKF.UWi -u JUL 18 2025 CITY SEC. RE: Petition by Berry Creek Partners II LP, a Texas limited partnership ("BCP"), to release the real property it owns consisting of approximately 20.7047 acres in Williamson County, Texas (the "Property"), as more particularly described in the attached OTP (as defined below) from the Extraterritorial Jurisdiction (the "ET,T') of the City of Georgetown, Williamson County, Texas (the "City"). Ladies and Gentlemen: This letter, written on behalf of BCP, is a resubmission of the Petition for Release from Extraterritorial Jurisdiction Area by Landowner Pursuant to Chapter 42.101 Subchapter D, Texas Local Government Code (the "Petition"), which as originally submitted by BCP to the City on July 1, 2025. In addition to the attached Petition, please note that evidence of BCP's ownership of the Property is evidenced by (1) the Special Warranty Deed recorded in the Official Public Records of Williamson County, Texas under Document No. 2025043171 and attached hereto as Exhibit A and incorporated herein, (ii) the Appraisal Cards from the Williamson County Central Appraisal District attached hereto as Exhibit B and incorporated herein, and (iii) the Owner's Policy of Title Insurance with Policy No. TO-08270913, written by Old Republic National Title Insurance Company and dated June 4, 2025 attached hereto as Exhibit C and incorporated herein, all of which such foregoing items (i) — (iii) show BCP as the owner of the Property. Also enclosed (as an exhibit to the Petition) is a comprehensive, unanimous written consent (the "Consent") by the Members of HW Capital Management, LLC, a Texas limited liability company, in its capacity as general partner of and on behalf of Berry Creek Manager II LP, a Texas limited partnership, in its capacity as general partner of and on behalf of GP which (1) authorizes the submission of the Petition and all actions related thereto, (ii) designates MICHAEL GARRET JOHNSON as the authorized representative of BCP to act on behalf of BCP both is his capacity as "Authorized Representative", as indicated in the Consent, and/or in his capacity as Manager of HW Capital Management, LLC, a Texas limited liability company, and (iii) certifies the incumbency of the Managers of HW Capital Management, LLC, a Texas limited liability company. The Petition, together with the Consent and the attached evidence of ownership of the Property more than firlly complies with the requirements of Chapter 42.101 Subchapter D, Texas Local Government Code, and we therefore request that the Property be released from the ETJ as expeditiously as possible. City of Georgetown July 17, 2025 Page 2 Thank you for your assistance with this matter. Please direct your response to my attention and include everyone copied on this letter. Sincerely, Wayne Patton Metcalfe Wolff Stuart & Williams LLP cc: Michael Johnson (mjohnson@hw-companies.com) Jarrett Dooley (Jarrett@hw-companies.com) Ken Mongold (ken@hw-companies.com) Daniel Mitchell (dmitchell@hw-companies.com) Ari Kuchinsky (akuchinsky@mwswtexas.com) Enclosures (2) Petition City of Georgetown July 17, 2025 Exhibit A Exhibit A Special Warranty Deed [Attachcd] City of Georgetown July 17, 2025 Exhibit C Exhibit B Williamson Count Appraisal Cards I'm Property I � g ► '� � rY4Niy '��N�+f"3 � �1 h i y u 4 Y sa S v B a � F � n m K K Q d pp_ yy N N N X W W W ul 0 b PIH"F9 W City of Georgetown July 17, 2025 Exhibit C City of Georgetown July 17, 2025 Exhibit C Exhibit C Owner's Policy of Title Insurance [Attached] STATE OF TEXAS § COUNTY OF WILLIAMSON § PETITION FOR RELEASE FROM EXTRATERRITORIAL JURISDICTION ("ETJ") AREA BY LANDOWNER PURSUANT TO CHAPTER 42.101 SUBCHAPTER D, TEXAS LOCAL GOVERNMENT CODE The undersigned Michael Garrett Johnson, solely in his capacity as the duly appointed and designated authorized representative and agent of Berry Creek Partners II LP, a Texas limited partnership ("Petitioner"), and on its behalf, hereby petitions the City of Georgetown. Williamson County. Texas (the "Municipality"), to remove the below -described property from the ETJ boundaries of the Municipality as allowed by Texas Local Government Code §42.101, Subchapter D (the "Statute"). The Property is described in (i) the recorded Special Warranty Deed conveying the Property to Petitioner (and including a metes and bounds description of the Property) is attached hereto as Exhibit A, (ii) the Williamson County Appraisal District Cards for the Property showing its ownership in the attached Exhibit "B", and (iii) the map to the Property designating such territory attached as Exhibit _C", all of which are incorporated herein by reference for all purposes. The Written Consent and Certificate authorizing this petition and designating Michael Garrett Johnson as the authorized representative and agent of Petitioner is attached as Exhibit D and incorporated herein for all purposes. 1. THE STATUTE APPLIES TO THE PETITIONER'S PROPERTY The Property is not in an area located: (1) Within five miles of the boundary of a military base, as defined by Section 43.0117, at which an active training program is conducted; (2) In an area that was voluntarily annexed into the extraterritorial jurisdiction that is located in a county: a. In which the population grew by more than 50 percent from the previous federal decennial census in the federal decennial census conducted in 2020; and Petition for Release from ETJ b. That has a population greater than 240,000; (3) Within the portion of the extraterritorial jurisdiction of a Municipality with a population of more than 1.4 million, that is: a. Within 15 miles of the boundary of a military base, as defined by Section 43.01 17, at which an active training program is conducted; and b. In a county with a population of more than two million; (4) In an area designated as an industrial district under Section 42.044; or (5) In an area subject to a strategic partnership agreement entered into under Section 43.0751. 2. PETITION REQUIREMENTS The petition requesting release under the Statute has been signed by: (1) More than 50 percent of the registered voters of the area described by the petition as of the date of the preceding uniform election date; or (2) A majority in value of the holders of title of land in the area described by the petition, as indicated by the tax rolls of the applicable central appraisal district. (3) All signature requirements under SB 2038 have been satisfied. (4) The petition includes a map of the land to be released and describes the boundaries of the land to be released by (1) metes and bounds or lot/block number if there is a recorded map or plat. PETITIONER REQUESTS THAT THE MUNICIPALITY SHALL IMMEDIATELY RELEASE THE AREA FROM THE MUNICIPALITY'S EXTRATERRITORIAL JURISDICTION. 3. MUNICIPALITY'S ACTIONS ONCE THE PETITION IF FILED The municipal secretary or other person responsible for verifying signatures shall verify the signatures contained in the Petition and notify the residents and landowners of the area described within this petition of the results of the petition. If a resident or landowner obtains the number of signatures on the petition required under Texas Local Govt. Code Section 42.104, the municipality shall immediately release the area from the municipality's extraterritorial jurisdiction. Petition for Release from ETJ 4. MUNICIPALITY'S FAILURE TO TAKE ACTION If a Municipality fails to take action to release the Property by the later of the 45" day after the date the Municipality receives the petition or the next meeting of the Municipality's governing body that occurs after the 30' day after the date the Municipality receives that petition, the area is released by operation of law. IN WITNESS WHEREOF, the undersigned Petitioner executed this Petition on the 17' day of July, 2025. PETITIONER: Berry Creek Partners 11 LP, a Texas limited partnership By: Berry Creek Manager II LP, a Texas limited partnership, its general partner By: HW Capital Management, LLC, a Texas limited liability company, its general partner By: Michael Garett Johnson, its Manager and Authorized Representative Date of Birth: Address: 3520 N 11135, Georgetown, TX 78626 Petition for Release from ETJ EXHIBIT A Special Wan-anty Deed Petition for Release from ETJ EN V r ELECTRONICALLY RECORDED 2025043171 Williamson County, Texas Total Pages: 7 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE, IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED WITH VENDOR'S LIEN STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF WILLIAMSON§ THIS SPECIAL WARRANTY DRED WITH VENDOR'S LIEN (this "Deed'I is exceuted and delivered effective as of thc3!�day of Junc, 2025 (the "Effective Date'l, by JOHN B. SARAGUSA, H, INDEPENDENT EXECUTOR OF THE ESTATE OF ANTHONY J. SARAGUSA, SR., DECEASED ("Grantor"), whose address is 8300 Denali Parkway, Austin, Texas, 78726, for the benefit of BERRY CREEK PARTNERS II LP, a Texas limited partnership ("Grantee"), whose address is 108 E. St, Georgetown, Texas 78626. In consideration of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor, Grantor does hereby GRANT, SELL, AND CONVEY unto Grantee that certain real property situated in Williamson County, Texas, and described in EXHIBrI' A attached hereto and made a part hereof for all purposes (the "Land"), together with all buildings, parking facilities, structures, and improvements situated thereon and all fixtures and other property affixed thereto, if any (collectively, the "Improvements"), together all of the rights and appurtenances pertaining to the band and Improvements, including any air rights, water and water rights, wells, well rights and well permits, all rights in and to wastewater and sanitary capacity and other utility capacity allocated to the Land or Improvements, rights under any reciprocal easement agreements, access agreements, or other recorded or unrecorded instruments benefiting the band or the Improvements, any right, title, or interest of Grantor in and to easements, adjacent or contiguous tracts, strips, gores, streets, alleys, or rights -of -way, any reversionary rights attributable to the Land, any condemnation awards made or to be made in lieu thereof, and any awards for damage to the Land by reason of a change of grade of any highway, street, road, or avenue (collectively with the Land and the Improvements, the "Property"). This conveyance is made and accepted subject and subordinate to (a) standby fees, taxes and assessments by any taxing authority for the current year, and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, which standby fees, taxes and assessments Grantee assumes and agrees to pay, (b) zoning laws and regulations and ordinances of municipal and other governmental authorities affecting the Property, and (c) all matters set forth on EXHIBIT B attached hereto, but only to the extent the same, in fact, do exist and are applicable to the Property (the foregoing (a) through (c) are hereinafter collectively referred to as the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property unto Grantee, Grantee's heirs, executors, administrators, successors, and assigns, and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Property unto Grantee, Grantee's heirs, executors, administrators, successors, and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise, subject only to the Permitted Exceptions. 81513184;3 2025043171 Page 2 of 7 It is expressly agreed that a vendor's lien ("Vendor's Lien"), as well as the superior title in and to the Property is retained against the Property until that certain Promissory Note executed by Grantee and dated of even date herewith in favor of Texas Bank and Trust Company ("Lender"), and all interest thereon are fully paid according to the face, tenor, effect, and reading thereof, when this Deed shall become absolute, said Vendor's Lien being retained in favor of Lender, as if same had been retained by Grantor and assigned by proper assignment unto Lender, without recourse upon Grantor, Lender being thus fully subrogated to same, Ad valorem taxes for the current year having been prorated between the parties hereto, Grantee hereby assumes liability for the payment thereof for the current year and for subsequent years. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.] 8151318,1;3 2025043171 Page 3 of 7 IN WITNESS WHEREOF, the undersigned has executed this Deed as of Effective Date. GRANTOR: By: t• _ V V John B. Sara a, , Independent Executor of the Estate of Anth7y,. Saragusa, Sr., deceased STATE OF TEXAS COUNTY OF TRAVIS rd This instrumcnt was acknowlcdgcd beforc me on the J3 day of _V(XV e. , 2025 John B. Saragusa, II, Independent Executorof the Estate of Anthony J. Saragusa, Sr., deceased. n si, JADE WHEUHAN t ; • My Notary ID t1VOW Exhibit A — Legal Description Exhibit B — Permitted Exceptions 81513194;3 Nota Public, State of Texas 2025043171 Page 4 of 7 Exhibit A John Berry Survey, Abstract No. 51 Unt Duerl_+llon BEING A DESCRIPTION OF A TRACT OF LAND CONTAMING 20.7047 A CR leS(901,899 SO UARE FEET) OUT OF TH IS.IOHN RP:R RY SIJ R V E Y, ABSTRACT NO. 51, SITUATED IN WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 20.6977 ACRE TRACT CONVEYED TO ANTHONY.I. SARAGUSA, SR. IN DOCUMENT NO. 2015017937 OFTHE OFFICIAL. PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS (O.P.R.W.C-T.), SAIll 20.7047 ACRES BEING MORE PARTICULARLY DESCRIBED BY METES AND AS FOLLOWS: BEGINNING, at a 3/8-inch iron rod lbund at the intersection ofthe east right-of-way line of lnterstate Highway 35 (Right-of-way varies) with the northeast right-of-way line of Market Street (Right-of-way varies), and being the southwest comer of said Saragusa tract, for the southwest corner and POINT OF BEGINNING hereof, fmm which a TxDOT Type III rnonrunenl found al the intersection ofthe east right-of-way lineorsaid Interstate Highway 35 with the southwest right-of-way line of said Markel Street, and being a point of curvature in the northwest line of the remnindcr of Lot 1, Resource Commercial Park, a subdivision in Williamson County, Texas, according to the map or plat recorded ill Cahinot O, Slides 174-170 of the Plat Records of Williamson County, Texas (P.R.W.C.T.) hears, S 17"25'44"W, a distance of 98.44 feel; THENCE., with the east right-of-way line of said Interstate Highway 35 and the west line ofsaid Saragusa tract, N17°25'44"E, a distance of 240.33 feel to a 1/2-inch iron red with "Ward -Boundary" cap set for the northwest comer hereof, said point being the common west comer of said Saragusa tract and a called 2.1244 acre tract (described as "Tract D") conveyed to David & Katherine Schwegmann in Volume 639, Page 779 of the Deed Records of Williamson County, Texas (D.R.W.C.T.), from which a TxDOT Type I monumantfound in the cast right-of-way line ofsaid Interstate Highway 35, mid being die common west corner of a called 38.17 acre tract conveyed to Hanwha Advanced Materials America LLC in Document No. 2024010120 (O.P.R.W.C.T.) and a called 8.03 acre tract conveyed to 3550 N. Ill 35, LLC in Document No. 2022086257 (O.P.R.W.C.T.) bears, NI7°25'44"E, a distance of 85.94 feet; THENCE, leaving the east right-of-wny line of said Interstate Highway 35, with the common line of said Saragusa [met and said Schwegmann tract, in part with die common line of said Saragusa tract and a called 12.003 acre tract (described as "Tract A") conveyed to David & Katherine Schwegmann in Volume 639, Page 779 (D.R.W.C.T.), the following Three (3) curnses and distances: 1) S52"48'01"E, a distance of 623.20 feet to a 3/8-inch iron rod found for an angle point hereof, 2) N82°09'47"E, a distance of 1,096.76 feel to a 1/2-itch iron rod with "4Wand-Bowtdary" cap set for the northeast comer hereof, and 3) S37°17'44"E, passing at a distance of 579.40 feet a 1/2-inch iron and found for the. crnnmon westerly comer of said Schwegmann 2.1244 acre tract and said Schwegmann 12.003 acre tract, and continuing for a total distance of 600.44 foot to n U2-inch iron rod found for the southeast comer hereof, said point being the common east comer of snid Sarngusa tract and Lot 7 ofsaid Resource Commercial Park; THENCE, leaving We westerly line of said Schwegmana 12.003 acre tact, with the common line of said Saragusa tract and said Lot 7, S69'I8'42"W, a distance of 9fd.39 feel to a lit -inch iron rod found fur the southerly most comer hereof, said point being in the northeast rghl-of-wny line of said Market Street, and being We common west comer ofsaid Saragusa tract mad said Lot 7; THENCE, with the northeast right-of-wny line of snid Market Slrecl and the southwest line oFsnid Saragusa tract, 1453'49'45"W, a distance of 1,383.10 feet to the POINT OF BEGINNING and containing 20.7047 Acres (901,899 Square Feet) of land, more or less. 8 15 13184;3 2025043171 Page 5 of 7 NOTE: All bearings are based on the Texas State Plane Coordinate System, Grid North, Central Zone (4203), all distances were adjusted to surface using it combined scale factor of 1.000136520734. See attached sketch (reference drawing:01997.dwg) F fF-f- tfERNANDO PEREZ jO4i ry FVJu$mhlPereZ,IlM 1041 Ward Land Surveying, LLC 0p s ll F { 81513184;3 2025043171 Page 6 of 7 EXHIBIT B Permitted Exceptions Easement granted to the City of Georgetown, recorded in Document No. 2025023599, Official Public Records of Williamson County, Texas. Easement granted to the City of Georgetown, recorded in Document No. 2025023600, Official Public Records of Williamson County, Texas. 81513184;3 2026043171 Page 7 of 7 ELECTRONICALLY RECORDED OFFICIAL PUBLIC RECORDS 2025043171 Pages:7 Fee: $45.00 06/04/2025 09:53 AM KWEEMS Nancy E. Rister, County Clerk Williamson County,Texas EXHIBIT B Williamson County Appraisal District Cards S � e f 8 f a $ 4 i � a � r s T � • Petition for Release from ETJ a I 9 y V F � r y� )� 33 z a � I s a Petition for Release from ETJ EXHIBIT C Maus 706 Parcels: R039086 / R039086 f J SARAGHSA, JOHN B II _ & GRACE A & ANTHONYJJR , i. G,:rL• 3520 1H 35 N,GFOR� 78626 TOWN, TX � 78626 AW0051 Berry, J. Sur t ••! I— CAD,GWI,RFM,SGT,F08 Lvow to ... fie ry Spn s _ - Or (ferry � Ccmctery � � 5 Petition for Release from ETJ Parcels: R039047 R039047 �"..�". '°,,r' �ARAGU� A�JOHNBU _ _ ' & GRACE A& ANTHONYJJR 362O|H35N' GE0RGET]VVN.TX 78626 AW0051 -Berry, J. Sur. CAD/GVV'RFM'5GTF08 , ' [/ K/'\ \ \� " ` Petition for Release from ETJ Exhibit D Written Consent and Certificate of the Members [Attached] Petition for Release fi•om ED WRITTEN CONSENT AND CERTIFICATE OF THE MEMBERS OF HW CAPITAL MANAGEMENT, LLC Dated effective as of July 17, 2025 THE UNDERSIGNED, constituting all of the Members (the "Members") of HW CAPITAL MANAGEMENT, LLC, a Texas limited liability company (hereinafter referred to as the "Company"), pursuant to the Company Agreement of said Company (the "Company Agreement"), do, as of the date set forth above, hereby consent to and adopt the following resolutions and certify as follows: 1. C'ertitication. We the undersigned constitute all of the Members of the Company. 2. Organizational Structure. The Company is the sole general partner of Berry Creek Manager II LP, a Texas limited partnership ("BCP GP"). BCP GP is the sole general partner Berry Creek Partners II LP, a Texas limited partnership ("BCP"). Each of the Company, BCP GP, and BCP (each an "Entity" and collectively the "Entities") has been formed for valid business purposes. 3. Resolutions. The Members hereby unanimously adopt the following resolutions, which shall have the same force and effect as if adopted at a meeting of the Members duly called and held: NOW THEREFORE, BE IT RESOLVED, that MICHAEL GARRETT JOHNSON, in his capacity as a Manager of the Company (or any other Manager of the Company) on behalf of the Company, in its capacity as general partner of BCP GP and on behalf of BCP GP, in its capacity as general partner of BCP and on behalf of BCP, as applicable, is hereby designated as the representative of BCP and is authorized directed to (i) submit a petition for release from extraterritorial jurisdiction area by landowner pursuant to Chapter 42.101 Subchapter D, Texas Local Government Code (the "Pe ti ") with respect to the real property owned by BCP in Williamson County, Texas and described on Exhibit B attached hereto and incorporated herein (the "Property'), such ownership being evidenced by the attached appraisal card from the Williamson County Appraisal District attached hereto as Exhibit B, requesting a release of the Property from the extraterritorial jurisdiction (the "ETJ") of the City of Georgetown in Williamson County, Texas (the "LLq"), and (ii) execute and deliver all documents required to submit a valid Petition and take any and all actions required by the City and/or the Texas Local Government Code to in order to effectuate a release of the Property from the ETJ as MICHAEL GARRETT JOHNSON, in his capacity as Manager (or any other Manager) and/or any Authorized Representative (as defined below), acting on behalf of the Company, in its capacity as general partner of BCP GP and on its behalf, acting in its capacity as general partner of BCP and on its behalf, deem necessary or advisable, and (ill) do any and all things in connection with such Petition that MICHAEL GARRETT JOHNSON, in his capacity as Manager (or any other Manager) and/or any Authorized Representative (as defined below), acting on behalf of the Company, in its capacity as general partner of BCP GP and on its behalf, acting in its capacity as general partner of BCP and on its behalf, deems necessary or advisable and in the best interests of the Company, BCP GP and/or BCP. BE IT FURTHER RESOLVED, that each Authorized Representative, severally and without joinder of any other Authorized Representative, acting on behalf of the Company, is authorized and directed for and on behalf and in the name of the Company, as applicable, to (i) execute and deliver the Petition, with such changes, modifications, and/or revisions as he may deem necessary or advisable to complete and implement the Petition and to complete and implement follow-up requests by the City, as contemplated by Texas Local Government Code and/or as required or requested by the City, as applicable, and carry out and comply with the purposes and intent of this resolution and the other resolutions relating to such Petition, (ii) effect the completion and submission of the Petition and provide to the City all information contemplated thereby, as applicable, the undersigned hereby ratifying, approving, confirming, and adopting any and all acts and deeds that any such Authorized Representative has done or may do with respect to any of the foregoing, on behalf of the Company, in its capacity as general partner of BCP GP and on its behalf, in its capacity as general partner of BCP and on its behalf, (iii) do all other things and acts, to execute and deliver for and on behalf and in the name of the Company, in its capacity as general partner of BCP GP and on its behalf, in its capacity as general partner of BCP and on its behalf, as applicable, all other instruments, documents, and certificates, and to pay all costs, fees, and taxes as he may deem necessary or advisable, in order to carry out and comply with the purposes and intent of these resolutions, (iv) enter into any amendments, modifications, ratifications, restatements, and/or supplements of the Petition, and all of the acts and deeds of any Authorized Representative heretofore or hereafter effected by him that are consistent with the purposes and intent of these resolutions be, and hereby are, in all respects ratified, approved, confirmed, and adopted as the acts and deeds of the Company, BCP GP and BCP, as applicable. BE IT FURTHER RESOLVED, that all acts of any Authorized Representative, authorized and directed herein, including the execution and delivery of the Petition and all other documents referenced herein relating to the Transaction are reasonably expected to benefit, directly or indirectly, the Company, BCP GP, and BCP. 4. Certificate of Incuinbcncv. The undersigned hereby certify that the following individuals are the duly appointed and currently serving Managers of the Company: Jarrett Dooley Michael Garrett Johnson Kenneth R. Mongold 5. Authorized Representativc. The following individual (the "Authorized Representative'), as Authorized Representative or in such person's capacity as a Manager of the Company, severally and without joinder of any other party (but without limiting the authority granted to any other parties), acting on behalf of the undersigned in their respective capacities as Members and Managers of the Company and on behalf of the Company, in its capacity as general partner BCP GP and on its behalf, in its capacity as general partner of BCP and on its behalf, is hereby authorized to execute and deliver the Petition and all ancillary documents related thereto: Michael Garrett Johnson 6. Certificates of Formation. A Certificate of Formation for each of the Company, BCP GP and BCP is attached in Exhibit C attached hereto and incorporated herein. [Signature Page Follows; Remainder of Page Intentionally Left Blank] -2- IN WITNESS WHEREOF, the undersigned, which constitutes all of the Members of HW Capital Management, LLC, a Texas limited liability company, have executed this written consent and certificate to be effective as of the date first written above. MEMBERS: M�chac ,an tt Johnson Signature Page to Written Consent and Certificate of the Members of HW Capital Management, LLC Exhibit A Property Description EXI-IIBI,f " A" John Berry Survey, Abstract No. 51 Leval Description BEING A DESCRIPTION OF A TRACT OF LAND CONTAINING 20.7047 ACRES (901,899 SQUARE FEET) OUT OF THE JOHN BERRY SURVEY, ARD ABSTRACT NO. 51, SITUATED IN WILLIAMSON COUNTY, TEXAS, BEING Ai,I, OF A CALLED 20.6977 ACRE TRACT CONVEYED TO Land Surveying ANTHONY J. SARAGUSA SR. iN DOCUMENT NO.2015017937 OF THE ' PO 0976 OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS X 7R70) Austin, TTX 8709 .112-5.31.2384 (O.P.R.W.C.T.), SAiD 20.7047 ACRES BEING MORE PARTICULARLY rperez(tP,1wvard1scnni DESCRIBED BY METES AND AS FOLLOWS: wwwwwjwa"-t15,,keu BEGINNING, at a 3/8-inch iron rod found at the intersection of the, cast right-of-way line of interstate Highway 3S (Right-of-way varies) with the northeast right-of-way line of Markel Street (Right-of-way varies), and being the southwest corner of said Saragusa tract, for the southwest corner and POINT OF BEGINNING hereof, from which a TxDOT Type III monument found at the intersection of the cast right-of-way line of said Inter:slate Highway 35 with the southwest right-of-way line of said Market Street, and being a point of curvature in the northwest line of the remainder ofLot I, Resource Commercial Park, a subdivision in Williamson County, Texas, according to the map or plat recorded in Cabinet 0, Slides 174-176 of the Plat Records of Williamson County, Texas (P.R.W.C.T.) bears, S17"25'44"W, a distance ol'98.44 feet; THENCE, with the east right-of-way line of said Interstate Highway 35 and the west line of said Saragusa tract, N17°25'44"E, a distance of 240.33 feet to a 1/2-inch iron rod with "4Ward-Boundary" cap set for the northwest comer hereof, said point being the common west corner of said Saragusa tract and a called 2.1244 acre tract (described as "Tract D") conveyed to David & Katherine Sehwegmann in Volume 639, Page 779 of the Deed Records of Williamson County, Texas (D.R.W.C.T.), from which a TxDOT Type i monument found in the cast right-of-way line of said interstate Highway 35, and heing the common went corner of a called 32,17 acre tract conveyed to Hanwha Advanced Materials America LLC in Document No. 2024010120 (O.P.R.W.C.T.) and a called 8.03 acre tract conveyed to 3550 N. 1II 35, LLC in Document No. 2022096257 (O.P.R.W,C.T.) bears, N17°25'44"E, a distance of 85.94 feet; THENCE, leaving the east right-of-way line of said Interstate Highway 35, with the common line of said Saragusa tract and said Sehwegmann tract, in part with the common litre of said Saragusa tract and a called 12.003 acre tract (described as "Tract A") conveyed to David & Katherine Schwegmann in Volume 639, Page 779 (D.R.W.C.T.), the following three (3) courses and distances: 1) S52'48'01"E, a distance of 623.20 feet to a 3/8-inch iron rod found for an angle point hereof, 2) N82109147"E, a distance of 1,096.76 feet to a 1/2-inch iron rod with "4Ward-Boundary" cap set for the northeast corner hereof, and 3) S37°17'44"E, passing at a distance of 572.40 feet a 1/2-inch iron rod found for the common westerly corner of said Schwegmann - 2.1244 acre tract and said Schwegmann — 12.003 acre tract, and continuing for a total distance of 600.44 feet to a 1/2-inch iron rod found for the southeast corner hereof, said point being the common cast corner of said Saragusa tract and Lot 7 of said Resource Commercial Park; TIIENCE, leaving the westerly line of said Schwegmann -- 12.003 acre tract, with the common line of said Saragusa tract and said Lot 7, S69°18'42"W, a distance of 964.39 feet to a 1/2-inch iron rod found for the southerly most comer hereof, said point being in the northeast right-of-way line of said Market Street, and being the common west corner of said Saragusa tract and said Lot 7; TIIENCE, with the northeast right-of-way line of said Market Street and the southwest line of said Saragusa tract, N53°49'45"W, a distance of 1,383.10 feet to the POINT OF BEGINNING and containing 20.7047 Acres (901,899 Square Feet) of land, more or less. Exhibit A to Written Consent and Certificate of the Members of HW Capital Management, LLC Exhibit Appraisal Ca A from Williamson Coumy Appraisal Disric �) |} §| � � § ) !k ( ■ ! ! |_ ! - � § | ® ( Or § i ` )! ` }� ` r # ! | ! . g ,■ � ! $ |! ! ® | ! ® ` , | �\ ƒ | - - |0 !lu ji <� ) ` �,� a e ■ � | \ L__ Exhibit B to Written Consent and Certificate «ti Members of aW Capital Management, LLC | § & a , � � = | ! Ism ! | � � � | -- |] \ _ !: , ! - * �§ �afw �)§)'ƒ § ! © f J !)Rt ! ! � A ; m R , Exhibit C Certificates of Formation [Attached] -7- Corporations Section �.� Ix> P.O.Box 13697 ry' Austin, Texas 78711-3697 /w , r1 12 i Office of the Secretary of State CERTIFICATE OF FILING OF HW CAPITAL MANAGEMENT, LLC File Number: 804699746 John B. Scott Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Limited Liability Company (LLC) has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 08/10/2022 EfTective: 08/ 10/2022 b14A John B. Scott Secretary of State Come visit us on the internet athups.•./4ni,x,.sos.texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Jimmy Gewin TID: 10306 Document: 1168663480002 CERTIFICATE OF FORMATION OF HW CAPITAL MANAGEMENT, LLC I, the undersigned natural person of the age of eighteen (18) years or more, acting as the organizer of a limited liability company under Title 3 of the Texas Business Organizations Code (the "Code"), do hereby adopt the following Certificate of Formation for HW CAPITAL MANAGEMENT, LLC. (the "Company"): ARTICLE I The name of the Company is HW CAPITAL MANAGEMENT, LLC. ARTICLE II The period of duration of the Company is perpetual. ARTICLE III The purpose for which the Company is organized is the transaction of any lawful business for which limited liability companies may be organized under the Code. ARTICLE IV The address of the Company's initial registered office in the State of Texas is 1102 S. Rock Street, Georgetown, Texas 78626, and the name of the Company's initial registered agent at that address is Michael Johnson. 78626. ARTICLE V The initial mailing address of the Company is 1102 S. Rock Street, Georgetown, Texas ARTICLE VI The Company is to have a manager or managers, and the name and address of the initial manager who is to serve as manager until the first annual meeting of the members or until his successors are duly elected is: Name Jarrett Dooley Kenneth Mongold Michael Johnson Address 1102 S. Rock Street Georgetown, Texas 78626 1102 S. Rock Street Georgetown, Texas 78626 1102 S. Rock Street Georgetown, Texas 78626 ARTICLE VII The name and address of the organizer of the Company is: Name Address Basil E. Mahmoud Metcalfe Wolff Stuart & Williams, LLP 221 W. 6th Street, Suite 1300 Austin, Texas 78701 ARTICLE VIII The managers of the Company, in their sole discretion, shall have the power, on behalf of the Company, to indemnify persons for whom indemnification is permitted by Chapter 8 of the Code, to the fullest extent permissible under Chapter 8 of the Code, and may purchase such liability, indemnification and/or other similar insurance as the managers from time to time shall deem necessary or appropriate, in their sole discretion. The Company may purchase and maintain liability, indemnification and/or other similar insurance on behalf of itself, and/or for any person who is a manager, officer, employee or agent of the Company or who is or was serving at the request of the Company as a director, manager, officer, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited -2- liability company, partnership, joint venture, sole proprietorship, trust, employee benefit pension plan or other enterprise, against any liability asserted against and/or incurred by the Company or person serving in such capacity or arising out of his/her/its status as such a person or entity, whether or not the Company would otherwise have the power to indemnify such person against that liability. The power to indemnify and/or obtain insurance provided in this Article VIII shall be cumulative of any other power of the managers and/or any rights to which such a person or entity may be entitled by law, the Certificate of Formation and/or company agreement, contract, other agreement, vote or otherwise. ARTICLE IX Pursuant to Section 101.401 of the Code, no manager of the Company shall be liable, personally or otherwise, in any way to the Company or its members for monetary damages caused in any way by an act or omission occurring in the manager's capacity as a governing person of the Company, except as to the events set forth in Section 7.001(c) of the Code. ARTICLE X Any action required to be taken at any annual or special meeting of the managers or members of the Company, and/or any action that may be taken at any annual or special meeting of the managers or members of the Company, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the managers or members having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all managers or members entitled to vote on the action were present and voted. Such action shall be taken in accordance with any applicable provisions of the Code. -3- IN WITNESS WHEREOF, I have hereunto set my hand, this 5th day of August, 2022. Basil E. Mahmoud DISCLAIMER I, the undersigned, being the organizer of HW CAPITAL MANAGEMENT, LLC, a limited liability company filed with the Secretary of State of the State of Texas, do hereby disclaim any and all interest in said Company. Basil E. Mahmoud Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State November 19, 2024 Attn: Metcalfe Wolff Stuart & Williams, LLP Metcalfe Wolff Stuart & Williams, LLP 221 W. 6th Street, Suite 1300 Austin, TX 78701 USA RE: Berry Creek Manager 11 LP File Number: 805789533 Jane Nelson Secretary of State It has been our pleasure to file the certificate of formation for the referenced limited partnership. This letter evidences the existence of the domestic entity as of the effective date noted on the certificate. Unless exempted, limited partnerships are subject to state tax laws, including franchise tax laws. Shortly, the Comptroller of Public Accounts will be contacting the partnership at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the partnership. Information about franchise tax, and contact information for the Comptroller's office, is available on their web site at https://window.state.tx.us/taxinfo/franchise/index.html. Limited partnerships do not file annual reports with the Secretary of State. However, a limited partnership that is not required to file a public information report under the Tax Code is subject to periodic reporting requirements with the Secretary of State. It is important for the partnership to continuously maintain a registered agent and office in Texas as this is the address to which the Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or office in Texas, failure to file a change to the agent or office information, or failure to file a periodic report when requested may result in the involuntary termination of the limited partnership. If we can be of further service at any time, please let us know. Sincerely, Corporations Section Business & Public Filings Division (512)463-5555 Enclosure Come visit us on the internet at https:14nvH-.sos.texas.goi.1 Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Nallely Escamilla TID: 10284 Document: 1425313860003 Corporations Section G p P.0.13ox 13697 Austin. Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF Berry Creek Manager II LP File Number: 805789533 Jane Nelson Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Limited Partnership (LP) has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 11/18/2024 Effective: 11/18/2024 �• ��;,: III-- ��li, Jane Nelson Secretary of State Come visit its on the internet athttps•%iviru-.sos.texas.goiJI Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Nallely Escamilla TID: 10306 Document: 1425313860003 Form 207 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $750 Certificate of Formation Limited Partnership Filed in the Office of the Secretary of State of Texas Filing #: 805789533 11/18/2024 Document #: 1425313860003 Image Generated Electronically for Web Filing Article 1 - Entity Name • Type ,The filing entity being formed is a limited partnership. The name of the entity is: Berry Creek Manager II LP ------------------------- -------------------------- ------------- !The name must contain the words "Limited Partnership," or "Limited," or the abbreviation "L.P.," "LP," or "Ltd." The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of ,state A preliminary check for "name availability' is recommended PrincipalOffice ,The address of the principal office in the United States where records of the partnership are to be kept or made ;available is set forth below: P.O. Box 1399, Georgetown, TX, USA 78627 Article 3 - Registered Agent and Registered Office T-A. The initial registered agent is an organization (cannot be limited partnership named above) by the name of: OR rB. The initial registered agent is an individual resident of the state whose name is set forth below: _,------------------ -- Name: Michael Johnson C. The business address of the registered agent and the registered office address is: Street Address: 1102 S. Rock Street Georgetown TX 78626 Consent of Registered Agent II -A. A copy of the consent of registered agent is attached. Ae :, I✓ B. The consent of the registered agent is maintained by the entity. InformationArticle 4 - General Partner !The name and address of each general partner are as follows: ,General Partner 1: (Business Name) HW Capital Management, LLC ,Address: P.O. Box 1399 Georgetown TX, USA 78627 ProvisionsSupplemental Information [The attached addendum, if any, is incorporated herein by reference ] Effectiveness of • A. This document becomes effective when the document is filed by the secretary of state. OR J-13. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is: Address to be used by the Comptroller of Public Accounts for purposes of sending tax information. The initial mailing address of the filing entity is P.O. Box 1399 Georgetown, TX 78627 USA Execution ;`The undersigned affirms that the person designated as registered agent has consented to the appointment. The :undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or ;fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of Ilaw governing the entity to execute the filing instrument. signature of General Partner 1: Michael Johnson, Manager of HW Capital Management, LLC, General Partner of Berry Creek Manager II LP FILING OFFICE COPY Corporations Section P.0.13ox 13697 4, Austin. Texas 78711-3697 Office of the Secretary of State December 03, 2024 Attn: Metcalfe Wolff Stuart & Williams, LLP Metcalfe Wolff Stuart & Williams, LLP 221 W. 6th Street, Suite 1300 Austin, TX 78701 USA RE: Berry Creek Partners 11 LP File Number: 805805310 Jane Nelson Secretary of State It has been our pleasure to file the certificate of formation for the referenced limited partnership. This letter evidences the existence of the domestic entity as of the effective date noted on the certificate. Unless exempted, limited partnerships are subject to state tax laws, including franchise tax laws. Shortly, the Comptroller of Public Accounts will be contacting the partnership at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the partnership. Information about franchise tax, and contact information for the Comptroller's office, is available on their web site at https:HvAndow.state.tx.us/taxinfo/franchise/index.html. Limited partnerships do not file annual reports with the Secretary of State. However, a limited partnership that is not required to file a public information report under the Tax Code is subject to periodic reporting requirements with the Secretary of State. It is important for the partnership to continuously maintain a registered agent and office in Texas as this is the address to which the Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or office in Texas, failure to file a change to the agent or office information, or failure to file a periodic report when requested may result in the involuntary termination of the limited partnership. if we can be of further service at any time, please let us know. Sincerely, Corporations Section Business & Public Filings Division (512)463-5555 Enclosure Come visit us on the internet at https:1,11,i+,x•.sos. texas.goisI Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Tamara Schoonmaker TID: 10284 Document: 1429699330002 Corporations Section "'N F. (j��, P.O.Box 13697Cn Austin, Texas 78711-3697-� Office of the Secretary of State CERTIFICATE OF FILING OF Berry Creek Partners II LP File Number: 805805310 Jane Nelson Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Limited Partnership (LP) has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 12/03/2024 Effective: 12/03/2024 Jane Nelson Secretary of State Conte Wsil its on the internet at https:1AnA,x-.sos.texas.gov/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Tamara Schoonmaker TID: 10306 Document: 1429699330002 Form 207 'Secretary of State P.O. Box 13697 Austin, TX 78711-3697 ,FAX: 512/463-5709 Certificate of Formation 'Filing Fee: $750 Limited Partnership Filed in the Office of the Secretary of State of Texas Filing #: 805805310 12/03/2024 Document #: 1429699330002 Image Generated Electronically for Web Filing 'The filing entity being formed is a limited partnership. The name of the entity is. Berry Creek Partners II LP The name must contain the words "Limited t'artne tship," or "Limited," or the abbreviation "L.P.," " L'." or" Ltd." The name itm,t not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state A preliminary check for "name availability" is recommended The address of the principal office in the United States where records of the partnership are to be kept or made available is set forth below: 1102 S. Rock Street, Georgetown, TX, USA 78626 Article 3 — Registered Agent and Registered Office Ir—A. The initial registered agent is an organization (cannot be limited partnership named above) by the name of: OR -B. The initial registered agent is an individual resident of the state whose name is set forth below: Name: Michael Johnson C. The business address of the registered agent and the registered office address is: ,Street Address: ,1102 S. Rock Street Georgetown TX 78626 Consent of Registered Agent rA. A copy of the consent of registered agent is attached. OR I7 B. The consent of the registered agent is maintained by the entity. The name and address of each general partner are as follows: ,General Partner 1: (Business Name) Berry Creek Manager II LP Address: PO Box 1399 Georgetown TX, USA 78627 [The attached addendum, if any, is incorporated herein by reference.] of • rA. This document becomes effective when the document is filed by the secretary of state. OR 'rB. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is: 'Address to be used by the Comptroller of Public Accounts for purposes of sending tax information. The initial mailing address of the filing entity is PO Box 1399 ;Georgetown, TX 78627 'USA Execution ,The undersigned affirms that the person designated as registered agent has consented to the appointment. The jundersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of Ilaw governing the entity to execute the filing instrument. signature or General Partner 1: Michael Johnson, Manager of Berry Creek Manager II LP, General 'iPartner of Berry Creek Partners II LP FILING OFFICE COPY