HomeMy WebLinkAboutRES 082625-6.M - Development and Construction Heirloom and GISDRESOLUTION NO.
,, RESOLUTION OF OF OF
GEORGETOWN,i-DEVELOPMENT
CONSTRUCTIONOF
GEORGETOWN,• •
i GEORGETOWN INDEPENDENTi• DISTRICT,
RELATINGi` APPROXIMATELYOF
LOCATEDCURRENTLY EXTRATERRITORIAL
NORTHJURISDICTION GENERALLY SITUATED • •
BLVD_ !
WHEREAS, Heirloom East Tx, LLC, Heirloom Tx, LLC, and Georgeto
independent School District (collectively, the "Owners"') own a total of
618.98 ofi • •jurisdiction of approximate]
County, •I
IT the Owners •luntarily requested annexation into the City
limits • requested that the Land be zoned as a Planned Unit Development i
Improvement District over •
17proposed • • • i Zoning Resolution,r
Creation Resolution and other PID D
by the City Council.
WHEREAS, the purposes of this Agreement are, among other things, to set out the
mutually agreeable terms and conditions relating to the annexation and orderly
development of the Property,• of the PID, the provision of water service,
wastewater service, and fire protection service to customers on the Property, and the
construction of the roadway network and related traffic and transportation
improvements on and serving the Property.
.roving Construction and DeveloF=,mt.,Mgykwmafat
(Heirloom)
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, THAT:
The meeting at which this resolution was approved was in all things
conducted in compliance with the Texas Open Meetings Act, Texas Government Code,
Chapter 551.
-50dign-2 The facts and recitations contained in the preamble of this resolution
are hereby found and declared to be true and correct and are incorporated by reference
herein and expressly made a part hereof, as if copied verbatim. The City Council hereby
finds that this resolution complies with the Vision Statement of the City of Geor•getown
2030 Comprehensive Plan.
5mfi�� The City Council hereby adopts and approves the Construction and
Development Agreement in substantially the form attached as Exhibit A. Exhibit A is
incorporated into this Resolution for all purposes by this reference.
599UODA If any provision of this resolution or application thereof to any
person or circumstance, shall be held invalid, such invalidity shall not affect the other
s, or ffll&��Iuwwjin
invalid provision or application, and to this end the provisions of this resolution are
hereby declared to be severable.
$kdj4a�5 The Mayor is hereby authorized to execute this Resolution and the
Construction and Development Agreement attached as Exhibit A and the City Secretary
to attest. The Construction and Development Agreement and this Resolution shall
become effective in accordance with the provisions of the Charter of the City of
Georgetown.
Attachment:
Exhibit A — Construction and Development Agreement (with attachments)
(Heirloom)
uff!mmm
THE CITY OF GEORGETOWN:
—z6!
Kevin Pitts, Mayor Pro Tern
—:�k—
SkyMa:sson, City Attorney
Resolution No.
Aiw,Lwdng
(Heirloom)
•AL
(Heirloom)
This Development • Construction Agreementby . • between
the CITY OF iWN, a Texas home rule municipality
GEORGETOWN INDEPENDENT• DISTRICT,political subdivisionof - of
HeirloomDelaware limited liability company
• HEIRLOOMTX,Delaware limited liability company
Heirloom East and Heirloom Tx may be referred to collectively as
• •GISD and Heirloom Owner may be referred to herein individually
sometimesas an "Owner" or collectively as the "Owners"). The City, GISD and Heirloom Owner
are '• to collectively
Heirloomowner of approximately 3• 94 acres of •
situated extraterritorial of the City, in WilliamsonCounty,
which is more particularly described bymetesand bounds on /" attached and
incorporated by . •
Heirloom East is the owner of approximately 11 acres of f
situated in the extraterritorialof the City, in WilliamsonCounty,
which is more particularly described by metes and bounds on Exhibit "A-2" attached
. • incorporated hereinby reference WHEREAS, the • f
Heirloom••' and the HeirloomProperty
collectively`f to herein as the• •
extraterritorialWHEREAS, GISD is the owner of approximately 145 acres of land situated in the
jurisdiction of •County,- more
particularly described by • bounds on f hereto (the "GISD
1: 1
WHEREAS, the Heirloom • • - and the GISD Property are collectively
referred to"Property."
WHEREAS, prior to the Effective Date, Owners voluntarily requested annexation
into the City limits and requested that the Property be zoned as a Planned Unit
Development.
Heirloom = Development and Utility Construction Agreement
Page 1 of 47
WHEREAS, prior to the Effective Date, pursuant to Chapter 372 of the Texas Local
Government Code, Owners submitted a petition requesting the City to create a Public
Improvement District (the "PID") on the Property.
WHEREAS, the purposes of this Agreement are, among other things, to set out t
mutually agreeable terms and conditions relating to the annexation and order
development of the Property, creation of the PID, the provision of water servic -
wastewater service, and fire protection service to customers on the Property, and t
construction of the roadway network and related traffic and transportati
improvements on and serving the Prop
erty. I
WHEREAS, the City, after due and careful consideration, has concluded that t
development of the Property, as provided for herein, will further the growth of the Cit
increase the assessed valuation of the Proi ' oster increased economic activill —
the City, construct public infrastructure within the City, and otherwise be in the be
interests of the City.
NOW, THEREFORE., for and in consideration of the mutual covenants
agreements set forth herein, and other good and valuable consideration the receipt al
sufficiency of which are hereby acknowledged, the Parties agree as follows: M
Acknowledgement of Receipt of Required Disclosures. Owners each
acknowledge that, prior to the Effective Date, they received from the City the written
disclosures required by Section 212.172(b-1) of the Texas Local Government Code. To
reiterate, the City states the following: The Owners are not required to enter into this
Agreement; each Owner has requested the annexation and entered into a municipal
service agreement with the City and the City is authorized to annex the Property
pursuant to Section 43.0671 of the Texas Local Government Code; the annexation process
requires public notice, public hearing, and two readings of the annexation ordinance; and
the City does not waive or surrender any of its governmental powers or immunities in
entering into this Agreement.
Acknowledgement of Consideration. The benefits to the Parties set forth above,
plus the mutual promises expressed herein, are good and valuable consideration for this
Agreement, the receipt and sufficiency of which is hereby acknowledged by the Parties.
2.01. In addition to the terms defined elsewhere in in this A•greement, •the following
words when capitalized shall have the meanings set forth in this Article.
Heirloom — Development and Utility Construction Agreement
Page 2 of 47
2.01.01 "Acquisition Documentation" means written documentation o
Heirloom Owner's efforts to acquire, via good faith negotiations, the off-Propert,
easements needed for the Major Owner -Constructed Wastewater Facilities, an(
must include the following information: legal descriptions and surveys prepare(
by a licensed surveyor registered to perform land surveys in the State of Texa
describing the easement areas that are to be acquired; a sworn statement by a dull
authorized representative, that Heirloom Owner has made good faith efforts ti
secure the easement; copies of all information relating to acquisition of thi
easement, including but not limited to all appraisal reports (whether prepared b,
or for Developer or an affected landowner), all valuation determinations o
estimates (whether prepared by or for Developer or an affected landowner), a]
communications between Developer and the affected landowner(s) regarding thi
easement acquisition, •including but not limited to written offers, counterofferE
tkp- ?*giti:6L,A1
of the above -described persons or entities.
2.01.02 "Additional Land Development Standards" means the standard
attached to this Agreement as hftit!w
2.01.03 "Additional Land Development Standards Checklists" means thl
checklists attached as Exhibit
2.01.04 "Annexation Ordinance" means the ordinance to be adopted by thl
City Council of the City annexing the Property into the full purpose jurisdiction o
the City.
2.01.05 "Applicable Laws" means this Agreement, the Additional Lan(
Development Standards, the PUD Ordinance, the PID Documents, and all federal
state and local laws, ordinances, orders, specifications, standards, rules, an(
regulations pertaining and applicable to the activities and obligations described ii
this Agreement, including, without limitation, the Texas Local Government Code
the laws, rules and permits issued by the Texas Commission on Environmenta
Quality (TCEQ) to the City for construction and operation of the City's water an(
wastewater treatment plants and pertaining to its water and wastewater utilib
systems; the City's Code of Ordinances, Unified Development Code (definec
herein), Construction Specifications and Standards Manual, Drainage Criteri,
Manual, City -approved drainage studies relating to the Property, Building Codes
Fire Codes, Inspection Guidelines, and Development Manual; the City -approve
final plats for the Property (defined herein); the PUD Ordinance (defined herein)
the Approved Plans (defined herein), and the Future Mobility Plan (define6i
herein), all applied as if the Property were located entirely within the corporat 11
limits of the City as of the Effective Date (defined herein), as well as all applicable,
Heirloom - Development and Utility Construction Agreement
Page 3 of 47
statutes, orders, rules and regulations of the Texas Department of Transportatio
(TxDOT) and Williamson County pertaining to •roadways and traffic signalizatio
all as may be amended, modified, reissued, or renewed in the future by the Ci
in its sole discretion, exce(wt as vestin rights obtained (cursuant to C
the Texas Local Government Code to the extent applicable to the Unifie
Development Code and City -approved final plats.
2.01.06 "Approved Form" means, as to the Heirloom Lift Station Site De
any license agreement granted to or by the City, and any easement in which
Public Improvement is placed, the documents in the form posted by the City o
the City's website
!At , c �n �de 4 , 46di0q
bp (or its replacement webpage, as the City's website may be updated, redesigne
or revised from time to time in the City's sole discretion), which may be modifie•
only with prior City Attorney approval, as indicated by the City Attorney'
signature thereon, but not otherwise. As to a City Utility Easement, the Maj•
Owner Constructed Water Facilities Easement, the Major Owner-Constructe•
Wastewater Facility Easement, and an Access Easement, all such easements mu
be exclusive to the City.
2.01.07 "Approved Plans" means, as to the Public Improvements, the desig
and construction plans and specifications prepared in compliance with th
Applicable Laws by the Engineer and approved by the City in its regulator
capacity.
2.01.08 "City Council" means the city council of the City of Georgetow
Texas.
2.01.09 "City Utility Easement" means, collectively, the easements in favor•
needed for the City to provide such services to Lots on the Property are place •
t
The term does not include the Major Owner -Constructed Water Improvemen
Easement or the Major Owner -Constructed Wastewater Improvements Easemen
which are separately defined.
2.01.10 "Commercial Parcel" means that certain 10-acre portion of the
Property fronting the north side of Ronald Reagan Boulevard within the area
described as "Special District" on the Conceptual Land Plan, the location of which
is shown on Exhibit B attached to the Heirloom Development Plan.
2.01.11 "Complete," "Completionor "Completed" means or is deemed to have
occurred On the date all of the following events have occurred:
Heirloom - Development and Utility Construction Agreement
Page 4 of 47
as to all engineered improvements, the Engineer responsible for preparing th
Approved Plan has certified in writing to the City or HOA accepting same th
the improvement is substantially complete such that, as applicable, all pipe
lines, appurtenances, facilities, structures, and equipment have been installe
in accordance with the Applicable Laws and are capable of being full
operational following acceptance of the improvement for use by the City o
HOA, whichever of them is accepting same; and I
all testing and inspections by the City or HOA accepting the applicable
improvement have been successfully conducted, all final approvals required
for use, operation and maintenance from the City or HOA have been obtained,
and the City or HOA has accepted the improvement for use, operation and
maintenance; and
as to the Major Owner -Constructed Wastewater Facilities, the Wastewate
Facilities, the Major Owner -Constructed Water Facilities, the Water Facilitie
the Lift Stations, and the Transportation Improvements, the City has receive
and approved all Completion Documentation and Dedication Documentatio
associated with the improvement, and the City has, in writing, accepted th
improvement for ownership, operation, and maintenance.
2.01.12 "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 Easements in Approved Form (if
said Easements were not delivered with the application for approval of the
construction 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.
2.01.13 "Conceptual Parks and Open Space Plan " means the "Parks Plan"
attached to the Heirloom Development Plan. The Conceptual Parks and Open
Space Plan is a color exhibit.
2.01.14 "Conceptual Transportation Plan" means the roadway plan attache
as fthibit "C`i however, the Conceptual Transportation Plan is not based on fiel
I
or title work and modifications to locations may be necessary due to topograph
terrain, floodplains and •floodways, alignment with connections to adjoinin
I
portions of roadways, trails, or utilities on adjacent properties, and simila,
situations. The Conceptual Transportation Plan is a color exhibit.
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Page 5 of 47
2.01.15 "Conceptual Water and Wastewater Plan" means the plan attac ed
hereto as gjhjojt�� however, the Conceptual Water and Wastewater Plan is not
based on field or title work and modifications to locations may be necessary due
to topography, terrain, floodplains and floodways, alignment with connections to
adjoining portions of roadways, trails, or utilities on adjacent properties, and
similar situations. The Conceptual Water and Wastewater Plan is a color exhibit.
2.01.16 "County" means Williamson County, Texas.
2.01.17 "CR 248 " means that portion of the roadway known, as of the
Effective Date, as County Road 248 as said roadway borders and/or is within
boundaries of the Property, the eneral location of which is shown on the
g
Conceptual Transportation Plan.
2.01.18 "Dedication Documentation" means and includes all of the following,
as applicable:
As to a City Utility Easement for any Water Facilities or Wastewater Facilities
that are not located, with the City's, written pre -approval, within a ROW, and
as to a permanent Access Easement, a draft easement instrument in the
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; drafts of all Access Easements (if
applicable), a draft License to Encroach (if applicable); and a current title
commitment showing the encumbrances of record affecting the proposed
easement area.
As to a temporary Access Easement, a draft easement instrument in the
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; an ownership and lien affidavit
covering the proposed easement area, and a draft License to Encroach (if
applicable).
As to the City Utility Easements, draft easement instruments in the Approve
Form; the legal descriptions (metes and bounds or platted lot) and map o'
sketch of the proposed easement areas prepared by a licensed surveyo,
registered to practice in the State of Texas; drafts of all Access Easements ('
applicable), drafts of all Licenses to Encroach (if applicable); and a current titli-
commitment showing the encumbrances of record affecting the propose
easement areas.
Heirloom - Development and Utility Construction Agreement
Page 6 of 47
As to the Major Owner -constructed Water Facilities Easement(s) and the Major
Owner -Constructed Wastewater Facilities Easement(s), draft easement
instruments in the Approved Form; the legal descriptions (metes and bounds
or platted lot) and map or sketch of the proposed easement areas prepared by
a licensed surveyor registered to practice in the State of Texas; drafts of all
Access Easements (if applicable), drafts of all Licenses to Encroach (if
applicable); and a current title commitment showing the encumbrances of
record affecting the proposed easement areas.
As to the Heirloom Lift Station Site, the Parkland, and the Parkland Trails,
draft deed instrument in the Approved Form; the legal descriptions (metes an
bounds or platted lot) and map or sketch of the proposed deeded area prepare
by a licensed surveyor registered to practice in the State of Texas; drafts of a
Access Easements (if applicable), drafts of all Licenses to Encroach
applicable); and a current title commitment showing the encumbrances
record affecting the proposed deeded area.
2.01.19 "Development" or "Develop" means initiation of any activity governe
by the UDC related to land or property modification whether for imminent o
future construction activities including, but not limited to, division of a parcel
land into two or more parcels; alteration of the surface or subsurface of the Ian
o
including grading, filling, or excavating; mining or drilling operations; clearing I
removal of natural vegetation and/or trees; installation of public infrastructurt
including utilities, roadways, and drainage facilities; and construction o
enlargement of any building, structure, or impervious surface. Exclusions fron
this definition include maintenance •of •lawns, gardens, and trees; repairs to existinj
utilities; minimal clearing of vegetation for surveying and testing; and bona fidi
agricultural activities
2.01.20 "Effective Date" means the latest date accompanying the signaturl
lines of the duly authorized representatives of each of the Parties (defined herein
to this Agreement.
2.01.21 "End Buyer" means an owner, tenant, or occupant of a Lot, regardles
of the proposed use of such Lot.
2.01.22 "Engineer" means a registered professional engineer licensed t(
practice engineering in the State of Texas retained by Heirloom Owner.
2.01.23 "ESD No. 7 Compensation" means the amount of monetar
compensation the City is required to pay to ESD No. 7 to remove the Propert
from the boundaries of ESD No. 7 as a result of annexation of the Property into thi
corporate limits of the City.
Heirloom — Development and Utility Construction Agreement
Page 7 of 47
2.01.24 "ESD No. 7" means Williamson County Emergency Services Distri
No. 7.
2.01.25 "ET11' means the extraterritorial jurisdiction of the City a
determined under Chapter 43 of the Texas Local Government Code, as amended
2.01.26 "Eminent Domain Fiscal Security" means either (a) an irrevocabl
letter of credit to be provided by Heirloom Owner in favor of the City issued by
major U.S. bank meeting the City's minimum standards for credit ratings an
being in form and substance acceptable to the City, and continuously remainin
in place until drawn upon or released by the City under the terms and condition
of this Agreement; or (b) a cash deposit received by the City from Heirloo
Owner, which shall be deposited by the City in an escrow account and remain i
place until drawn upon or released by the City under the terms and conditions
thLs Agreement, in the amount of 125% of the Cit"_ 161croved B ineer's estimate
costs for the City to acquire easements needed to Complete the off-Propert
portion of the Major -Owner Constructed Wastewater Facilities, plus 125% of th
City -approved Engineer's estimated costs for the City to Complete the Majo
Owner -Constructed Wastewater Facilities.
2.01.27 "Future Mobility Plan" or "FMP" means the City's Future Mobili
Plan adopted by the City Council as the City's Functional Transportation Plan o
December 12, 2023, by Ordinance No. 2023-73, as amended on August 12, 2025, b
Ordinance No. 2025-38.
2.01.28 "GISD Property" means that certain approximately 145 acres of Ian
in Williamson County, Texas which is more particularly described by metes an•
bounds on Exhibit "A-3" attached hereto,
2.01.29 "Heirloom Development Plan" means the document attached as
Exhibit A to the PUD Ordinance.
2.01.30 "Heirloom Lift Station Site Deed" means a deed in Approved Form
conveying the Heirloom Lift Station Site to the City.
2.01.31 "Heirloom Lift Station Site" means a portion of the Property being
least one (1) acre in size and outside of the flood plain, generally located wher
shown on the Conceptual Water and Wastewater Plan. I
2.01.32 "Heirloom Lift Station" means the lift station to be Completed by
Heirloom Owner in accordance with Approved Plans and the Applicable Laws
de.1ftned to serve the northeast portion of thQ
via go o ravity t•the Nlina Lift Station.
Heirloom- Development and Utility Construction Agreement
Page 8 of 47
2.01.33 "Heirloom Property" means" collectively, the Heirloom Tx Property
and the Heirloom East Property, which collectively consist of that certain
approximately 475 acres of land in Williamson County, Texas and which is more
particularly described by metes and bounds on Exhibit "A-1" and Exhibit
attached hereto.
2.01.34 "HOA Maintained ImprovementslAreas" means, collectively, the
Private Drainage Facilities, the Parkland, the Parkland Improvements, and the
Park Trails.
2.01.35 "HOAs " means, collectively, one or more homeowners' or property
owners' associations formed by Heirloom Owner, or its authorized successor or
assign, operating under the applicable laws of the State of Texas where
membership is appurtenant to ownership of a Lot within the Heirloom Property.
The term "HOA" means one (1) of them.
2.01.36 "Impact Fees" means, collectively, the amounts of the water and
wastewater impact fees adopted from time to time by ordinance of the City
Council of the City pursuant to Chapter 395, Texas Local Government Codes, as
said fees may be revised from time to time by the City. The term does not include
the City's transportation impact fees.
2.01.37 "Intersection Improvements" means, collectively those improvements
required by the City, County, or TxDOT for the Intersections, which includes
without limitation, mast arms and traffic signals (including associated electrical
and other equipment and appurtenances) or alternative (non -signalized) traffic
control improvements if such are approved by the City, land for dedicated turn
lanes,, land for dedicated bike lanes, lane and crosswalk stri(�in -, or marking.' ADA-
compliant sidewalk ramps and pedestrian crossing signals, , plus all other
features, improvements, appurtenances, equipment, or facilities required by the
Applicable Laws pertaining to traffic and pedestrian management and control at
the Intersections.
2.01.38 "Intersections" means " collectively, the Primary Collector/Williams
Drive Intersection, the Primary Collector/Ronald Reagan Boulevard Intersection,
the Primary Collector/CR 248 Intersection, the Primary Arterial/CR 248
Intersection, and the PrimarZA Arterial lntersectionMilliam��
general locations of which are shown on the Conceptual Transportation Plan.
When singular, the term "Intersection" shall mean one of the intersections.
2.01.39 "Land Plan" means the Heirloom Development Plan attached as
Exhibit A to the PUD Ordinance.
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Page 9 of 47
2.01.40 "Lift Stations" means, collectively, the Nolina Lift Station and the
Heirloom Lift Station.
2.01.41 "Lot" means a legal lot •on •the Property •that is included in a final
(record) subdivision plat approved by the City.
2.01.42 "LUE Limit" means three thousand nine hundred seventy-five
(3,975) LUEs.
2.01.43 "LUE" means a service unit equivalent calculated as set forth in
Chapter 13.32 of the City Code of Ordinances.
2.01.44 "Maintenance Agreement" means one (1) or more agreements
substantially in the form attached as Exhibit "E" and related to maintenance in
perpetuity of the HOA Maintained Improvements/Areas to be entered into
between the City, Heirloom Owner (as may be applicable or required), and an
HOA. The Maintenance Agreement shall also grant a license to the Heirloom
Owner and/or HOA, as applicable, to allow said party to enter onto City -owned
areas (e.g. Parkland) to perform the maintenance obligations.
2.01.45 "Maintenance Security" means a written financial guarantee that all
workmanship and materials shall be free of defects for a period of two (2) years
from the date of acceptance of the Public Improvement (or each component of the
Public Improvement as Completed) by the City in the amount of ten percent (10%)
by the City.
2.01.46 "Major Owner -Constructed Wastewater Facilities" means, collectively,
with the Applicable Laws at no is to the City: (i) the Nolina Lift Station
Expansion Improvements; (ii) the twelve inch (12") gravity wastewater line
r##,T&T&e_iccixg - t tke Lift St2ti*x. e:4 iAg --t tke kb_-k+#)*Ak Lift (iii) tke
Heirloom Lift Station; (iv) the eight -inch (8") force main commencing at the
Heirloom Lift Station and extending to a point of connection with the second
twelve-inch,,1,12"l•rd W a second twelve -inch �1,12".l inch
gravity wastewater line commencing at a point of connection with the eight -inch
(8") gravity line and ending at a point of connection with the City's existing
eighteen -inch (18") wastewater line on the south side of Ronald Reagan Blvd., as
generally shown on the Conceptual Water and Wastewater Plan. These facilities
must be constructed by or on behalf of the Owners in accordance with the
Approved Plans and must be placed within a City Easement in Approved Form.
Owners acknowledge that the Nolina Lift Station Improvements and other
portions of the Major Owner -Constructed Wastewater Facilities are not located
Heirloom - Development and Utility Construction Agreement
Page 10 of 47
within the boundaries of the Property and agree that Heirloom Owner i
nonetheless resnonsible for acquisition of the renuired easements and Comp.1 ti•
of all Major Owner -Constructed Wastewater Facilities.
2.01.47 "Major Owner- Cons tru cted Wastewater Facilities Easement" mean
collectively one or more easements to be granted by the applicable Owner o
acquired by Heirloom Owner, at no cost to the City, in Approved Form for th
Major Owner -Constructed Wastewater Facties to be located generally wher
shown on the Conceptual Water and Wastewater Plan, and specifically wher
required by the City in the Approved Plans for the Major Owner-Constructe
Wastewater Facilities having 1.5 times the depth of the below ground Majo
Owner Constructed Wastewater Facilities based on the Approved Plans for sarn
and which easement must be outside of any ROW and any other easements.
portion of the Major Owner -Constructed Wastewater Facilities Easement i
located outside the boundaries of the Property.
2.01.48 "Major Owner- Constructed Water Facilities" means, collectively, th
following improvements to be constructed by Heirloom Owner at no cost to th
City: (i) the twelve -inch (12") water line commencing at a point of connection ne
the southwestern boundary of the Property with the City's existing thirty-inc
(30") water line on the south side of Ronald Reagan Blvd, continuing northwar•
and looping across the floodway located within the Property, thence continuin
eastward to a point of connection with the City"s existing twelve -inch (12") wate
line in Ranch Road 2238; and (ii) the twelve -inch (12") water line commencing at
point of connection with the City"s existing twelve -inch (12") water line in Ran
Road 2238 (north of the GISD Property) and ending at a point of connection wi
the City's existing twelve -inch (12") water line in CR 248, as generally shown o
the Conce%.tual Water and Wastewater Plan. Thllwizi�-ailitbzgl will b 101W.MITUN M-I
or on behalf of the Owners in accordance with the Approved Plans and must b
placed within a City Utility Easement.
2.01.49 "Major Owner -Constructed Water Facilities Easement" mean
collectively, one or more easements to be granted by the applicable Owner o
acquired by Heirloom Owner, at no cost to the City, in Approved Form for th
Major Owner -Constructed Water Facilities to be located generally where show
on the Conceptual Water and Wastewater Plan, and specifically where require
by the City in the Approved Plans for the Major Owner -Constructed Wate
Facilities being a minimum of twenty-five feet (25') wide where not adjacent to
ROW, and a minimum of fifteen feet (15') wide where adjacent to a ROW; an
which easement must be outside of any ROW and any other easements. "Maste
Covenant" means, collectively, those certain documents that are in all materi
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including the "Heirloom Development Plan," attached to said ordinance as
Exhibit A, and all exhibits and attachments to the "Heirloom Development Plan."
2.01.73 "Related Documents" means the PUD Ordinance and the PID
Documents.
2.01.74 "ROW' means right-of-way.
2.01.75 "Transportation Improvements" means, collectively, CR 248, the
Primary Collector, the Primary Arterial, the Intersections, and the Intersection
Improvements, to be constructed by Heirloom Owner at no cost to the City as
described in in Article 6 of this Agreement.
2.01.76 "Transportation -Related Drainage Facilities" means drainage, water
quality, stormwater management, detention, and/or retention facilities that are
required by the Applicable Laws to be constructed for the Transportation
Improvements that are to be conveyed to the City for ownership and maintenance.
The term does not include the Private Drainage Facilities.
2.01.77 "TxDOT" means the Texas Department of Transportation.
2.01.78 "UDC" or "Unified Development Code" means the City's Unified
Development Code in effect as of the Effective Date.
2.01.79 "Vertical Development" means the construction, installation or
remodeling of structure(s) for which the City typically requires a building permit
or certificate of occupancy.
2.01.80 "Warrant Study" means a study consistent with Williamson County's
or TxDOT regulations (as applicable) to determine whether traffic conditions at a
specified Intersection meet any federal, state or local minimum standards or
"warrants" for placement of traffic signalization improvements.
2.01.81 "Water Facilities" means all pipelines, mains, pumps, valves, meters,
and other appurtenances needed for the City to provide retail water service to
connections on the Property, except those located on the retail customer's side of
the water meter.
2.01.82 "Wastewater Facilities" means all pipelines, mains, pumps, valves,
manholes, and other appurtenances needed for the City to provide retail
wastewater service to connections on the Property, except those located on the
retail customer's side of the water meter.
MM=
Heirloom- Development and Utility Construction Agreement
Page 15 of 47
3.01. Reimbursement of City Costs and Expenses. As additional consideration for this
Agreement, Heirloom Owner shall pay to the City an amount equal to all applicable City
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 any Related Documents. All such costs, fees and
expenses that were invoiced to Heirloom Owner 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 addonal
amounts must be received by the City on or before the Effective Date. In addon, during
the term of this Agreement, Heirloom Owner 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.
4.01.01 Compliance with Applicable Laws Required. After the effective
dates of the Annexation Ordinance and the PUD Xrdinan,.cqAhcPr.,*W,��-htilLre If -
developed consistently with the Applicable Laws. The Property will be developed
in phases. Development before annexation of the Property into the City limits and
the adoption of the PUD Ordinance is prohibited.
4.01.02 GISD Property. The City and GISD are parties to that certai
"Interlocal Agreement Regarding the Development of Georgetown Independe
School District School Sites," dated August 27, 2024 (the
which addresses Development of "District Development Projects" (as that term i
defined in the Interlocal Agreement) and related matters, including but not limite
to Impact Fees, traffic and transportation issues, right-of-way dedicatio
easement forms, tree preservation, temporary classroom buildings, an
I
architectural standards. The terms and conditions of the Interlocal Agreeme
shall apply to Development of the GISD Property as a District Developme,
Project. If the Interlocal Agreement is amended, the Interlocal Agreement al.
amended will apply to GISD and the GISD Property.
4.01.03 Conflicts. If there is an irreconcilable conflict between a provision
of this Agreement and the UDC, this Agreement shall prevail. If there is any
conflict between the UDC, this Agreement and the Interlocal Agreement, the
Interlocal Agreement shall prevail.
Heirloom — Development and Utility Construction Agreement
Page 16 of 47
4.02. Additional Land Development Standards and Additional Land Developme
Standards Checklists. Owner shall comply with, or cause compliance to occur with, th
Additional Land Development Standards. Completed Additional Land Developme
Checklists in the form attached as Exhibit "B-2" must be included with each request fo
a building permit or application for certificate of occupancy (as applicable) attesting t
compliance of the structure and/or Lot with the Additional Land Developme
Standards. I
1 ,,1 0����
11 lu�=1111 1111 M11 111
4.03.01 Heirloom Owner shall convey the Parkland to the City whe
required by the PUD Ordinance. Heirloom Owner shall Complete the Parklan
Improvements and Park Trails within twelve (12) months after the date of th
City's approval of any final plat containing the Parkland, or portion of th 'I
Parkland, and consistent with the Applicable Laws and plans and specification
for the Park Trails and Parkland Improvements approved by the City's Director
Parks and Recreation, but shall not be required to Complete them prior to the tim
0 1
that the portion of the Parkland in which the Parkland Improvements or Par
Trails are located (or will be located) has been final platted. Conveyanc
requirements are set forth in Article 7. Maintenance of the Parkland, the Par
Trails, and the Parkland Improvements will be the responsibility of the HOA a
more particularly described below.
4.03.02 . The dedication of the Parkland and Open Space, and th
Completion of the Parkland Improvements and the Park Trail shall satisfy a
parkland dedication requirements and parkland improvement fees of the City an
Heirloom Owner shall not be required to dedicate any additional parkland no
shall Heirloom Owner be required to pay any parkland improvements fee fo
onver th
Project provided that such dedication and Completion obligations are me
Cyance requirements are set forth in Article 7. Maintenance of the Parklan �1
the Park Trails, and Parkland Improvements will be the responsibility of the HO
as more particularly described below.
4.04 ' HOA Required. Prior to the first closing of a sale of a Lot on the Heirloom
Pro-xertw but in no event later than the date that the Citp receives th:-.� first catUrt
a building permit for Vertical Development on the Heirloom Property, Heirloom Owner
will record or cause to be recorded in the Official Public Records of the County, a Master
Covenant covering the Heirloom Property that establishes the obligation of the HOA to
implement and •enforce •the Master Covenant, •and •to •maintain a legal right to •access or
own (as applicable) and maintain in perpetuity, the HOA Maintained
Areas/Improvements located or to be located on the Property. Heirloom Owner shall
provide a copy of the recorded Master Covenant to the City. The Master Covenant shall
Heirloom - Development and Utility Construction Agreement
Page 17 of 47
provi•e t at e provisions in the Master Covenant obligating the HOA to enforce the
Master Covenant and maintain the HOA Maintained Improvements/Areas in perpetuity,
cannot be removed from the Master Covenant or materially amended to allow for a
reduction or termination of the maintenance responsibilities of the HOA Maintained
Improvements/Areas without the prior written approval of the City Council.
4.05. Maintenance Agreements Required. As to Maintenance Agreements with an
HOA, unless an earlier time is speed in this A•greement, before Heirloom Owner
transfers control of the board of the HOA to the End
or transfers ownership (as applicable) and/or maintenance obligations of the HOA
Maintained Improvements/Areas to an HOA, Heirloom Owner will cause the HOA to
enter into a Maintenance Agreement for the HOA Maintained Improvements/Areas for
the ownership (where applicable), operation, and maintenance of same, in substantially
the form attached hereto as KExhib Heirloom Owner must provide copies of the
fully executed Maintenance Agreements to the City.
4.06. Required Conveyances to an HOA. Upon Completion of each HOA Maintained
Improvements/Areas, Heirloom Owner shall transfer or convey ownership of same to the
HOA for perpetual ownership, operation, and maintenance. The City shall have no
responsibility for the ownership or maintenance of any HOA Maintained
Improvements/Areas, it being the intent of this Agreement that the HOA Maintained
Improvements/Areas be owned and maintained in perpetuity by an HOA.
4.07. Heirloom Responsibilities to HOA. Until the later of (i) the date on which the
assessments to be collected from End Buyers produce sufficient funds to perform the
obligations of the HOA under a Maintenance Agreement, and (ii) the date on which
Heirloom Owner Completes or causes Completion of construction of the HOA
Maintained Areas/Improvements serving or located within the Property, Heirloom
Owner will be jointly and severally responsible for performing the HOA"s obligation
under such Maintenance Agreement. For purposes hereof, the HOA will be deemed to
have sufficient funds to perform its obligations if the HOA has operated for two (2)
consecutive years after Completion of all HOA Maintained Areas/Improvements without
requiring any subsidies from Heirloom Owner.
4.08. Master Covenant.
4.08.01 Heirloom Owner agrees to record, or cause to be recorded, in the
Official Public Records of the County, Texas, a Master Covenant prior to the first
sale of a Lot on the Heirloom Property, and the Master Covenant must include, at
a minimum, the provisions set forth below:
4.08.01.01 a requirement for the creation and perpetual existence of the
HOA(s);
Heirloom - Development and Utility Construction Agreement
Page 18 of 47
4.08.01.02 a requirement that the HOA own (where applicable) or have the
perpetual legal right to access the HOA Maintained Improvements/Areas; and
4.08.01.03 a requirement that the HOA maintain, in perpetuity, the HOA
Maintained Improvements/Areas in good working order and repair; and
4.08.01.04 a requirement prohibiting installation and use of Water Softeners by
Heirloom Owner, any End User, or any other person or entity; and
4.08.01.05 a commitment by the HOA to assess and collect such dues, fees" and
funds needed to perform the obligations of the HOA under this Agreement,
the PUD Ordinance, and the PID Documents; and
4.08.01.06 the funding obligations, if any, of the Developer with regard to
maintenance of the HOA Maintained Improvements/Areas and enforcement
of the Master Covenant; and
4.08.01.07 a provision stating that, as to any privately -owned fire hydrants
located inside a utilit-4� easement dedicated to the Ci within a non-residential
area, must be owned, operated, and maintained by the owner of the Lot on
which the hridrants are located., ii i
international Fire Code adopted by the City, including local amendments to
such code; and
4.08.01.08 a provision that the foregoing required provisions of the Master
Covenant cannot be materially amended, revised, removed or otherwise
altered or made inapplicable to the Lots on the Property without the prior
written consent of the City Council.
4.08.02 The term "Master Covenant" will be deemed to also include
ancillary recorded documents such as Notices of Applicability, Development Area
Declarations, Design Guidelines, and similar documents.
4.09. Commercial Parcel. Heirloom Owner agrees that it will include the Commercial
Parcel in the first plat application submitted to the City and shall (i) cause utilities to be
extended to the Commercial Parcel, and (ii) only allow commercial and/or vertical
mixed -use projects on the Commercial Parcel.
5.01. City as Exclusive Water and Wastewater Provider. The Parties agree that, on the
terms and conditions set forth in thic, ��q A ki 4 _ke., e w
sif retail water and wastewater service to the Property up to the LUE Limit (3,975 LUEs).
5.02. General Conditions of Water and Wastewater Service Up to the LUE Limit. The
Heirloom — Development and Utility Construction Agreement
Page 19 of 47
LUE Limit, is expressly contingent on the conditions precedents set forth below and on
the LUE Limit stated in Section 5.01 of this Agreement.
5.02.01 Owner has complied with their obli• gations under this Agreemen
and with Applicable Laws.
5.02.02 A duly authorized representative of the City has approved an(•
signed final (record) plats for the portion of the Property to be furnished wit]
water and wastewater service.
5.02.03 Owner has Completed the Major Owner -Constructed Wastewate
Facilities, the Wastewater Facilities, the Major Owner -Constructed Wate
Facilities, and the Water Facilities, or the portions thereof required to providi
water and wastewater service for the portions of the Property for whicl
applications for final (record) plats have been submitted to the City, and sucl
improvements have been accepted by the City for ownership, operation, an(
maintenance.
5.02.04 Heirloom Owner has paid to the City all required fees and charge
related to the Property (including •but not limited to Impact Fees) or said fees havi
been paid on behalf of Heirloom Owner by customers within the portion of thi
Property to be served. The Parties agree that Impact Fees will be assessed at thl
time of final plat approval by the City, and will be collected at the time of buildin,
permit issuance, or at the time of connection to the City's water and wastewate
system, if no building permit is required.
5.03.01 Allocation. 3,600 water LUEs are hereby allocated to the Heirloom
Property and 375 water LUEs are hereby allocated to the GISD Property.
5.03.02 General. Subject to the terms and conditions in this Section and
elsewhere in this , i, , by the City on the same terms and rates as the City's other retail water customers
located in the City limits. The Major Owner -Constructed Water Facilities and the
Water Facilities shall be •designed and constructed in accordance with the
Applicable Laws. Water Facilities that are six inches (6") or larger in diameter may
not be nlIq red in a ROW but must be Dlaced in a Citv Utilitv Easement in Aonrovej
5.04. Wastewater Services.
5.04.01 Connections Before September 30,2028. The maximum number o
retail wastewater Connections for multifamily units that may be made on thl
Heirloom - Development and Utility Construction Agreement
Page 20 of 47
Property prior to September 30, 2028, shall not exceed 350. The City will not accept
building permit applications for more than 350 multifamily units until after
September 30, 2028. For clarity, there are no connection restrictions on any other
land uses other than multifamily.
5.04.02 Allocation. 3,600 wastewater LUEs are hereby allocated to the
Heirloom Property and 375 wastewater LUEs are hereby allocated to the GISD
Property.
5.04.03 Nolina Lift Station Expansion Project. The Parties agree that the
Nolina Lift Station will need to be expanded to manage wastewater from the
Property, but that as of the Effective Date, it is not practicable to state with
accuracy when that expansion •must be •Complete. •Therefore, the Parties agree that
the City will provide written notice of the need for the Nolina Lift Station
Expansion Project to Heirloom Owners when the City determines, in its sole
discretion, that the Nolina Lift Station Expansion Project must be Completed (the
"Nolina Lift Station NoticeThe Nolina Lift Station Notice will contain the
technical specifications needed for Engineer to prepare the design for the Nolina
Lift Station Expansion Project so that it will have a total capacity of 3,500 gallons
per minute. Within sixty (60) days after the date of the Nolina Lift Station Notice,
Heirloom owner must submit the Engineer's design and cost estimate for the
Nolina Lift Station Expansion Project improvements, together with fiscal security
in the amount of 125% of the cost estimate 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. Heirloom
Owner must Complete, or cause Completion to occur, of the Nolina Lift Station
Expansion Project within eighteen (18) months after the date of the Nolina Lift
Station Expansion Notice, subject to force majeure.
5.04.04 General. Except as otherwise provided in this Section, and subjec
to terms and conditions in this Section and elsewhere in this Agreement, retai
wastewater service to the Property shall be provided by the City on the same term
and rates as the City's other retail wastewater customers located in the City. Th
c
Major Owner Constructed Wastewater Facilities and the Wastewater Facilitie'
must be designed and Completed by or on behalf of the Owners in accordanc
with the Approved Plans. Wastewater Facilities that are six inches (6") or large
in diameter may not be placed in a ROW but must be placed in a City Utili
Easement in Approved Form.
5.04.05 Possible City Assistance with Acquisition of the Off -Proper
Portion of the Major Owner -Constructed Wastewater Facilities. I
Heirloom — Development and Utility Construction Agreement
Page 21 of 47
161UO M#1W9A
other portions of the Major Owner -Constructed Wastewater Facilities are not
located within the boundaries of the Property, and agree that Heirloom Owner
is nonetheless responsible for acquisition of the required easements and
Completion of all Major Owner -Constructed Wastewater Facilities. Heirloom
Owner shall use all commercially reasonable efforts to obtain the off -Property
easements in Approved Form needed for the Major Owner -Constructed
Wastewater Facilities. If Heirloom Owner is not able to obtain off -Property
easements after documented good faith efforts to do so, Heirloom Owner may
re,vuest the ir, •6kW
easements necessary for construction of the Major Owner -Constructed
Wastewater Facilities. The request must include the Acquisition
Documentation.
5.04.05.02 If the City, in its sole discretion, chooses to exercise its powers of
eminent domain for the purpose described in Section 5.04.05, it shall be at no
cost to the City and the Heirloom Owner shall be responsible for all costs and
expenses incurred by the •City in connection •with acquiring •offsite easements
through eminent domain as further described herein. On receipt of a valid
request for the City"s acquisition assistance containing the Acquisition
Documentation, the City shall provide a preliminary written estimate to
Heirloom Owner of projected costs and expenses related to acquisition of the
easement(s) by eminent domain, including the cost of preparing instruments
and surveys, payment for the purchase of the easement(s), and condemnation
costs incurred by the City, including any litigation related thereto (including
all actual legal fees, witness costs, and court costs), and the costs of completing
the Major Owner -Constructed Wastewater Facilities, which cost estimate shall
form the basis for determining the amount of the Eminent Domain Fiscal
Security. Heirloom Owner shall provide the Eminent Domain Fiscal Security
within thirty (30) days after receipt of the written cost estimate. Regardless of
the initial amount of the Eminent Domain Fiscal Security, Heirloom Owner
must pay all costs and expenses incurred by the City relating to the acquisition
of the easements and constructing the Major Owner -Constructed Wastewater
Facilities, including, without limitation, costs of negotiating easements with
landowners, preparation of instruments and surveys, payment of a negotiated
sum for purchase of the easement(s), and purchase or condemnation costs
incurred by the City, including any litigation related thereto (including all
actual legal fees, witness costs, and court costs). If the actual costs exceed the
original cost estimate, Heirloom Owner shall provide payment of the
additional amount within thirty (30) days of receipt of a written request for
Heirloom- Development and Utility Construction Agreement
Page 22 of 47
Heirloom - Development and Utility Construction Agreement
Page 23 of 47
City will release any unused portions of the Eminent Domain Fiscal Security to
Heirloom Owner.
5.05. ESD No. 7 Compensation. Upon annexation of the Property, the City is required
to pay ESD No. 7 an amount equal to the annexed territory's pro-rata share of the ESD`s
bonded indebtedness (the "ESD Compensationwhich is currently estimated to be
$58,773.99 (as of the Effective Date). Heirloom Owner hereby agrees to reimburse the
City for the full and final amount of the ESD No. 7 Compensation within thirty (30) days
of the City's written request, which Heirloom Owner acknowledges may be more or less
than the estimated amount stated in this Section.
5.06.01 General. Provided that Heirloom Owner Completes the
Transportation Improvements, or portions thereof, or Completes construction of
other roadways on the Property such that, at all times, the City has access to the
final ylatted Portions of the Proyerty, from two
public roadways, the City will provide fire service to the Property after the
removal of the Property from the boundaries of ESD No. 7 is final and
unappealable. Unless there is a City- approved exception granted under Chapter
8.04 of the City Code of Ordinances, the City will not accept final plat applications
for the Property or any portion of the Property for which there are not two (2)
points of entry via Completed public roadways.
5.06.02 Fire Station. Prior to and as a condition of the City"s approval of the
construction plans for Primary Collector Segment 3, Heirloom Owner shall
identify, in collaboration with the City's Fire Chief, land within the Property thai
i3WftwvQ -?Tvii nit,
the potential location of a future Georgetown Fire Station. The City will have the
option to purchase such fire station site at any time within one (1) year after
approval of said construction plans for a total purchase price not to exceed the fair
market value of the 3-acre site. Fair market value shall be determined by an
a raisalyer
professional appraiser, and the cost of the appraisal shall be shared equally by the
Parties. If the City does not purchase the site within the required timeframe, the
Weirl.**7A-*i, fv-rtker-,*'#4ig-?ti*i-i t* sell VAe fire stati,*A site-�* fl-ie
City and may develop the fire station site in accordance with the PUD Ordinance
and the other Applicable Laws.
5.06.02 Hydrants. After removal of the Property from the boundaries of
ESD No. 7, the City will maintain any fire hydrants that are a part of the public
water system serving the Property and are conveyed to the City. Owner must
include a note on construction plans within the commercial development areas
1.7keirloom — ke-velopmentznt-Uttility Construction Agreement
Page 24 of 47
and non -single family residential areas specifying that any fire hydrants on Lots
within such areas are privately owned and must be owned and maintained by the
Lot owner in accordance with the City's maintenance recommendations. In
addition, the Master Covenant for the Property must require that any privately -
owned fire hydrants that are located outside of an easement conveyed to the City
shall be owned, operated, and maintained by the owner of the property on which
the hydrants are located. 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.
5.07. Private Drainage Facilities. Owner shall not dedicate to the City, nor will the
Ci a -xt ownershiK of or resLconsibilitp for the Private DrainagkFaoti,;iWw.olh,;ir
drainage, water quality, or stormwater management pond or other structure located
within the Property or elsewhere, other than the Transportation -Related Drainage
Improvements that are directly associated with the Transportation Improvements.
I I h I F.1111 1! 11117111 1� jji�� S1111111,1111�111jm M229MII&M
6.01. Transportation Impact Fees. Provided that Heirloom Owner Completes, or cause
Completion of, the Transportation Improvements in compliance with Applicable Laws,
the City agrees that no transportation impact fees will be assessed or collected for the
Property.
6.02. Requirement to Complete Transportation Improvements. Developer shall
design and Complete, or cause to be designed and Completed, the Transportation
Improvements in compliance with the Applicable Laws.
6.03. Traffic Impact Analysis. In consideration of Heirloom Owner "s construction of
the Transportation Improvements as and when required by this Agreement, the City
agreed that Owner is not required to submit a Traffic Impact Analysis to the City, ptftj"
Aqg6q!g6 that any deviations from the Heirloom Development Plan that the City
determines may materially and adversely affect traffic conditions or increase density by
1,000 or more trips per day, at the City's request, Heirloom Owner will prepare and
submit to the City a traffic impact analysis that complies with the UDC.
6.04. Fire Service Requirements. Notwithstanding anything to the contrary in this
Article, compliance with Section 5.06.01 is required. The requirement to have, at all
times, two ways in and two ways out of all final platted portions of the Property may
alter the timing of Completion of the Transportation Improvements, unless an exception
is granted by the City pursuant to Chapter 8.04 of the City Code of Ordinances is
approved.
Heirloom — Development and Utility Construction Agreement
Page 25 of 47
6.05. Primary Collector. Heirloom Owner shall design and Complete, or cause to be
designed and Completed, in accordance with the Applicable Laws and at no cost to the
City, the Primary Collector as a roadway meeting the City's standards for a "major
collector" roadway, as the term "major collector" is defined and described in the UDC.
Heirloom Owner may Complete the Primary Collector in segments or phases subject to
the following conditions and limitations:
6.05.01 Final plat applications containing Lots adjacent to the Primar,
Collector must include dedication to the City by the applicable Owner of the ful
right-of-way width (94 feet wide). Final plat applications containing Lots adjacen
to the Primary Collector/Ronald Reagan Blvd. Intersection and the Primar,
Collector/Williams Drive Intersection must include dedication of all land neede(•
for those Intersection Improvements.
6.05.02 Construction plans for the Primary Collector must reflect thi
Completion of the full cross section for a "major collector" roadway for the portiol
of the Primary Collector shown on an application for final plat approval.
6.05.03 Primary Collector Segment 1 shall be Completed by Heirloon
Owner prior to and as condition of the City's approval of the first final (record
plat for any portion of the Property.
6.05.04 Primary Collector Segment 2 shall be Completed by Heirloon
Owner not later than the first to occur of the following two events: (a) before an(
as a condition of the City's approval of a final plat for any portion of the Propert'.
adjacent to Primary Collector Sego ment 2;•r (b) at the time of Completion of, an(
as a condition of the City's acceptance of, Primary Collector Segment 3.
6.05.05 Primary Collector Segment 3 shall be Completed by Heirloon
Owner prior to and as a condition of the City's approval of the first final plat fo
any portion of the Property located east of CR 248.
6.06. Primary Arterial.
6.06.01 Heirloom Owner shall design •and •complete, •or •cause to •be •designed
and Completed, in accordance with Applicable Laws and at no cost to the City,
the Primary Arterial meeting the City's standards for a "minor arterial" road, as
the term "minor arterial" is described and defined in the UDC. Heirloom Owner
may Complete the Primary Arterial in segments or phases subject to the following
conditions and limitations:
6.06.01.01 Final plat applications containing Lots adjacent to the Primary
Arterial -.-Ayst iAclv-,ie i,.-dicat4A t* the City'#,y Vhe iq?Fliea'Vd *Wner Ff fhe f�dl
right-of-way width (110 feet wide). Final plat applications containing Lots
adjacent to the Primary Arterial/Williams Drive Intersection and the Primary
Heirloom- Development and Utility Construction Agreement
Page 26 of 47
Arterial/CR 248 Intersection must include dedication of all land needed for
those Intersection Improvements.
6.06.01.02 Construction plans for the Primary Arterial must reflect the
Completion of the full cross section for a "minor arterial" roadway for the
portion of the Primary Arterial shown on an application for final plat approval.
6.06.01.03 If the first final plat application containing a Lot located east of CR
248 is also adjacent to and/or has public roadway access to Williams Drive, then
Heirloom Owner may Complete the Primary Arterial in phases (beginning at
the Primary Arterial/Williams Drive Intersection and co • ntinuing westward
towards the Primary Arterial/CR 248 Intersection) culminating in Completion
of the Primary Arterial in a continuous, sequential fashion as the portions of
the Property adjacent to the Primary Arterial are final platted.
6.06.01.04 If the first final plat application for the portion of the Property
located east of CR 248 is not adjacent to and/or does not have public roadway
access to Williams Drive, then Heirloom Owner must Complete, or cause
Completion to occur, of the Primary Arterial, the Primary Arterial/CR 248
Intersection and the Primary Arterial/ Williams Drive Intersection in their
entirety before and as a condition of City approval of a final plat located east
of CR 248. Notwithstanding the foregoing sentence, if (a) the Primary Collector
is Complete and has been accepted by the City; and (b) the portion of CR 248
between the Primary Collector and Primary Arterial is Complete and has been
accepted by the City, then Heirloom Owner may Complete the Primary
Arterial in phases beginning at the Primary Arterial/CR 248 Intersection and
continuing eastward toward the Primary Arterial/CR 248 Intersection)
culminating in Completion of the Primary Arterial in a continuous, sequential
fashion as the portions of the Property adjacent to the Primary Arterial are final
platted.
6.07.01 The Parties acknowledge that CR 248 is an existing County roadwa
bisecting Property running from north to south, and that its right-of-way widt
varies. In order to make CR 248 meet the City's standards for a "minor arterial,,11
Owner shall dedicate such additional right-of-way out of the Property as is neede
to make the width of CR 248 be 110 feet (110'), and thus comply with the City'
minimum width requirements for a "minor arterial."
6.07.02 The Parties agree that Heirloom Owner must Complete CR 248 so
that it has a two �211, twelve-fixot,'
and a sixteen foot (16') wide center turn lane. Heirloom Owner must also
Heirloom — Development and Utility Construction Agreement
Page 27 of 47
---- ---------------
siffilk•Y k-omp e e wo ',T9a—ew`aTfk—s (one on eacff-sT0e-oTTL-_Y
248) situated within the right-of-way.
6.07.03 Aeirloom Owner may Complete the improvements to CR 248
described on.7mo•po •olowing
conditions and limitations:
6.07.03.01 Final plat applications containing Lots adjacent to the CR 248 must
include dedication to the City by the applicable Owner of the full right-of-way
width (110 feet wide). Final plat applications containing Lots adjacent to the
Primary Collector/CR 248 Intersection and the Primary Arterial./CR 248
Fntersection must include dedication of all land needed for those Intersection
MzzMM=
6.07.03.02 Construction plans for the CR 248 improvements described in
Section 6.07.02 must reflect the Completion of the elements listed in Section
6.07.02, and the full ROW for a "minor arterial" roadway for the portion of CR
248 shown on an application for final plat approval.
6.08. Williams Drive. Heirloom East shall dedicate thirty-five feet (35) of ROW out of
the Heirloom East Property either when the first portion of the Heirloom East Property
adjacent to Williams Drive is included in an application for final plat, or when requested
to do so by the County, the City, or TxDOT, whichever shall first occur. The City shall
3urchase the Heirloom East ROW for an amount not to exceed the fair market value. Fair
market value shall be determined by an appraisal performed by an independent,
mutually acceptable, third -party certified professional appraiser, and the cost of the
appraisal shall be shared equally by the City and Heirloom East. GISD shall dedicate or
convey thirty-five feet (35) of ROW out of the GISD Property to the City when the GISD
Property is included in an application for final plat, or when requested to do so by the
County, the City, or TxDOT, whichever shall first occur, in accordance with the terms
Mmzw,� I ON I I
6.09. Intersection Improvements - General. Heirloom Owner shall design and
Complete, or cause to be designed and Completed, at no cost to the City, the Intersection
Improvements when required by Section 6.10 unless earlier required by the County or
TxDOT (as applicable), and shall deliver to the County, the City, or TxDOT (as applicable)
any security (bond or advance funding agreement) required by the County, the City, or
TxDOT (as applicable), and shall dedicate to the County, the City, or TxDOT (as
applicable) any land or right-of-way required by the County, the City or TxDOT (as
applicable) at no cost to the County, City, or TxDOT.
6.10. Intersection Improvements - Completion Deadlines. Unless earlier Completion
is required by the County or TxDOT (as applicable), Heirloom Owner shall Complete, or
. IAI
Page 28 of 47
cause Completion to occur, of the Intersection improvements in compliance with t .
Applicable Laws when required by the following subsections:
6.10.01 :)1 : Except
otherwise provided in this Section, Heirloom Owner shall Complete tho -
Intersection Improvements related to the Primary Collector/Ronald Reag
Boulevard Intersection that are specified and required by the County in connecti
with and in coordination with County's timing and efforts to expand Rona
Reagan Boulevard. Heirloom Owner shall provide the City with writt
documentation describing the County's requirements for the Intersecti
Improvements prepared and signed by a duly authorized representative of t
County, together with documentation from the County describing its schedule if
work on the portion of Ronald Reagan Blvd. adjacent to the Property with t
construction plans submitted to the City for Primary Collector Segment 1.
6.10.02 Heirloom Owner shall
Complete all Intersection Improvements related to the Primary Collector/CR 248
Intersection as specified and required by the City not later than the date of
Completion of Primary Collector Segment 2 (or Primary Collector Segment
that segment is Completed before Primary Collector Segment 2) and as a condition
of the City's acceptance of Primary Collector Segment 2 and/or Primary Collector
Segment 3 (as applicable) or ownership and maintenance. The City shall provide
Heirloom Owner with the specifications and requirements for Intersection
Improvements during construction plan review for Primary Collector Segment 2
for Primar�ij P,+MarT
Collector Segment 2), or for CR 248. If Heirloom Owner and a duly authorized
representative of the City agree in writing that non -signalized traffic control
measures are sufficient for th�;_Prinv;a
Study and Traffic Signalization requirements in Section 6.11 will not apply.
6.10.03 Primat-V Coli i i4i
illiarns Drive Intersection: Heirloom Owner
shall Complete all Intersection Improvements specified and required by the City,
W*w!Twu_wFw,,"T LorrT -h-AL
via Williams Drive not later than the date of Completion of Primary Collector
Segment 3 and as a condition of the City's acceptance of Primary Collector
Segment 3 for ownership and maintenance. If the intersection is to be owned and
controlled by the City, the City shall provide Heirloom Owner with the
specifications and requirements for Intersection Improvements during
construction plan review for Primary Collector Segment 3. If the intersection is to
be owned and controlled by the County or TxDOT, Heirloom Owner shall provide
the City with written documentation describinthe Intersection Improveme
gnts
Heirloom — Development and Utility Construction Agreement
Page 29 of 47
prepared and signed by a duly authorized representative of the County or TxDO
as applicable, with the construction plans for Primary Collector Segment 3.
6.10.04 Heirloom Owner sha
h -
Complete all Intersection Improvements specified and required by the City, t I
County, or TxDOT not later than the Completion of the portion of the Primarl
Arterial that connects to Williams Drive and as a condition of the City's acceptanc
of the Primary Arterial for ownership and maintenance (or that portion of Z
Primary Arterial that connects to Williams Drive if the Primary Arterial i
Completed in phases). If the intersection is to be owned and controlled by th
City, the City shall provide Heirloom Owner with the specifications an(
requirements for Intersection Improvements during construction plan review fo
the Primary Arterial. If the intersection is to be owned and controlled by thl
County or TxDOT, Heirloom Owner shall provide the City with writtei
documentation describing the Intersection Improvements prepared and signed b]
a duly authorized representative of the County or TxDOT, as applicable, with thl
construction plans for the Primary Arterial. The Parties agree that the Heirloon
Owner shall not be required to install or Complete Traffic Signalizatioi
Improvements at the Primary Arterial/Williams Drive Intersection, but mus
instead pay one hundred percent (100%) of the actual costs incurred by the Cit�
for design and construction of said Traffic Signalization Improvements. Paymen
from Heirloom Owner must be received by the City not later than thirty (30) day�
after the City provides Heirloom Owner with a written invoice for same. Failun
to pay the amount when due shall be a material default of this Agreement.
6.10.05 Heirloom Owner shall design
and Complete the Primary Arterial/CR 248 Intersection such that the Primary
Arterial and Wild Nolina Way form a straight line and are directly across from one
another (notwithstanding a non -aligning depiction on the Conceptual
Transnortati-o-n-aan),ffif,-i-(-'mc,nJ-Pje—iRjRh�s�* *• • e-oydre-4 lt��
City before and as a condition of the City's approval of a final plat that contains
Lots adjacent to the Primary Arterial/CR 248 Intersection, unless earlier required
by Section 6.05.01. If Heirloom Owner and a duly authorized representative of
the City agree in writing that non -signalized traffic control measures are sufficient
for the Primary Arterial/CR 248 Intersection, the Warrant Study and Traffic
Signalization Improvements provisions in Section 6.11 will not apply.
M
6.11.01 Except as may be allowed by the City for Primary C611ector/CR 248
Intersection and the Primary Arterial/CR 248 Intersection, Heirloom Owner shall
Heirloom — Development and Utility Construction Agreement
Page 30 of 47
submit a Warrant Study simultaneously with submittal of construction plans for
each Transportation Improvement or phase or segment thereof.
610dyeqududeSon6101ofAgreement
indicates traffic signal improvements are not then required at an Intersection,
Heirloom Owner 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., traffic signalization has been determined to be necessary and
required by applying TxDOT regulations for determination of when signalization
is required).
6.11.03 If a Warrant Study required under Section 6 * 10 ' 01 of this Agreemen
indicates that traffic signal improvements are required at the Intersection, thei
within sixty (60) days after the date of the applicable Warrant Study, Heirloon
Owner shall provide to the City (i) a description of any land owned by a person o
entity that is not a Party to this Agreement that is needed in order to install thl
Intersection Improvements at the Intersection, (ii) an appraiser's estimate of th,
cost to acquire such land, andengineer's description and cost estimate fo
the traffic signalization improvements and other Intersection Improvements fo
the Intersection (for purposes of this subsection, the traffic signalizatiol
improvements will be assumed to be substantially similar to those indicated a
necessary by the applicable and most current Warrant Study and the remainin�
Intersection Im3rovements ar
•
with fiscal security for the City for any such land and the Intersectiol
Improvements in the form set out in issued by an issuer with at leas
the City's minimum acceptable rating established under the City's financia
institution rating siristem in effect and otherwise reasonablo accei,_Ctablx t—*, th,4VI-it,
with a payment amount equal to the amount that is 125% of the amount set out
such cost estimate. Heirloom Owner must keep the fiscal security in place unt]
the Intersection Improvements are Complete and accepted in writing by the City
the County, or TxDOT, as applicable.
6.11.04 If Heirloom Owner has delivered fiscal security under Sectio
6.11.03 but the required Intersection Improvements for the Intersection are n•
Completed and accepted in writing by the City, the County, or TxDOT, a
applicable, before the date that is forty-five (45) days before the expiration of th
fiscal security, Heirloom Owner shall obtain and submit to the City an update
engineer's cost estimate of any applicable land and the Intersection Improvement
in fthibit '�F" issued by an issuer with at least the City's minimum acceptabl
Heirloom- Development and Utility Construction Agreement
Page 31 of 47
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 Intersection Improvements are Completed; or (2) an application for
approval of the last final plat for the Property is submitted to the City for approval.
6.11.05 As to each Intersection, at any time when (i) a Warrant Study shows
traffic signalization improvements at an Intersection are "warranted", (ii) the
governmental entity with jurisdiction over the Intersection has approved
installation of a traffic signal and the other Intersection Improvements at the
Intersection, and (iii) either (y) Heirloom Owner has not completed same within
one (1) year after the satisfaction of the last of (i) and (ii); or (z) Heirloom Owner
has submitted to the City an application for approval of last final plat for the
Property, the City may give Heirloom Owner notice that if such improvements
are not completed within 180 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 6.11.03 or
Section 6.11.04 and use such sums to design and build the required traffic
signalization improvements and other Intersection Improvements. Upon the
City's completion of the required traffic signalization improvements and other
Intersection Improvements, the City will return any unused sums to Heirloom
Owner.
6.10.06 The above said requirements apply to each Intersection individually,
meaning Warrant Studies and Completion of the Intersection Improvements are
required for each Intersection.
7.01. Dedication Documentation Required. Except for dedication of ROW for the
Transportation Improvements, transfers of ownership of or rights to land to the City
required or permitted by this Agreement or the Applicable Laws, whether by separate
instrument nr nlat- must be submitted to the Citv Attornev for review and at)tD)roval an
7.02. Completion Documentation. No Public Improvement will be considered for
acceptance for ownership and maintenance by the City unless and until Completion
*ccurs and the Completion Documentation is submitted to and approved by the City.
7.03. Conveyance Instruments. All conveyances to the City must be in the applicable
Approved Form, as confirmed by the City Attorney as evidenced by the City Attorney's
signature on the recordable instrument. The City is not required to accept conveyances
that are not on the appropriate Approved Form or assignments of private easements.
Heirloom — Development and Utility Construction Agreement
Page 32 of 47
8.01.01 Non -Monetary Default. Except as otherwise provided in ection
8.01.04 of this vslL-A• -.r i--:rvwirgsa
or a Related Document that cannot be cured by the payment of money to the City
the Citv may give the avolicable Owner written Notice
Heirloom - Development and Utility Construction Agreement
Page 33 of 47
Heirloom- Development and Utility Construction Agreement
Page 34 of 47
8.02. City Default, In the event of a default by the City under this Agreement, Owner
may petition a court to require the City to specifically perform its obligations under the
terms and conditions of this Agreement. However, in no event shall the City be liable for
any monetary, consequential, or incidental damages, however caused, except to the
extent (a) permitted under the Texas Tort Claims Act; or (b) e arisinfrom th g City's or its
agents' damage to the Property when inspecting or entering the Property under the
Applicable Laws.
8.03. Force Majeure Notice. If, by reason of force majeure, any Party hereto shall be
rendered wholly or partially unable to carry out its obligations under this Agreement,
then such Party shall give written notice of the full particulars of such force majeure to
the other Parties within ten f !W—&occurrence thereof. The obli•ations of
the Party giving such notice, to the extent effected by the force majeure, shall be
suspended during the continuance of the inability claimed but for no longer than ninety
(90) days, and the Party shall endeavor to remove or overcome such inability with all
reasonable dispatch.
8.04. Force Majeure. The term "force majeure" as employed herein shall mean and refer
to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies;
orders of the government of the United States, the State of Texas or any civil or military
authority; insurrections; riots; pandemic; epidemic; landslides; earthquakes; fires;
hurricanes; floods; arrests; restraint of government and people; civil disturbances;
explosions; or other causes not reasonably within the control of the Party claiming such
inability.
9.01. Term. This Agreement shall commence and bind the Parties on the Effective Date
and continue in force and effect until the date that is ten (10) years after the Effective Date,
unless earlier terminated pursuant to the provisions of Article 8, or the Parties mutually
agree to extend the Term as evidenced by written amendment to this Agreement. The
City in its sole discretion may shorten the Term if there is no progress toward completion
of the Development of the Property as contemplated by this Agreement. "Progress
toward completion" shall include any one of the factors listed in Local Government Code
Section 245.005(c). This Agreement may also be terminated sooner by express written
agreement executed by all Parties.
10.01. PID Petition. The City acknowledges receipt on July 30, 2025, of the PID Petition,
prepared in accordance with Chapter 372 of the Texas Local Government Code, for
creation of one (1) "public improvement district" over the Property.
n--- - I I
Page 35 of 47
10.02. Cooperation. The City, GISD and Heirloom shall cooperate in good faith and in a
didi,gent manner to caus
finalization and approval of the remaining PID Documents.
10.03. Conflicts. If any of the terms contained in this Article 10 conflict with the terms
and conditions ultimately contained in the PID Financing Agreement, the terms and
condons of the PID Financing Agreement shall control. Furthermore, if any of the terms
contained in this Article 10 conflict with the terms and conditions contained in the PID
Financing Agreement, this shall not necessitate an amendment to this Agreement.
IT11111190TIOWIM,
REUEL=
10.04.01 Heirloom Owner must comply with all elements of the City's PID
Policy adopted on December 11, 2018, except as otherwise may be allowed by the
PID Documents.
10.04.02 The City agrees that the PID Documents shall provide that the last
PID bond issuance shall be not later than the date that is fifteen (15) years after the
date of the first PID bond issuance for the PID [a variance from the ten (10) year
limit in Article V, Sec. 3 of the 2018 PID Policy].
10.04M If Heirloom Owner agrees to construct the entire length of th
Primary Collector with the first final plat of the Property (rather than over time i
three phased segments and as may be addressed further in the PID Documents
then the City Council will include in the PID Documents provisions grantin
variances from 2018 PID Policy Article V, Section 1 and Section 10 for the first PI
bond issuance to allow the minimum appraised value to lien ratio at the date o
said first PID bond issuance to be 2:1 (rather than 4:1 per 2018 PID Policy Articl
r S a I
V, Section 1) and to allow disbursement of PID bond proceeds for the constructio
of the Primary Collector prior to Completion of the Primary Collector (rather tha
after Completion •per 2018 PID •Policy •Article V, Section 10). •Notwithstanding th
the City Council will condition its consent on inclusion in the PID Documents o
special conditions including, for example, the following: (a) a requirement for a
appraisal of the applicable parcels prepared by an appraiser selected by the Ci
with all reasonable appraisal fees to be paid by Heirloom Owner; (b) Heirloo
Owner's evidence of financial security to fund the Completion of the Primar
Collector (prior to any use of PID assessments or PID bond proceeds) in th
amount of the difference between the City -approved Engineer's cost estimate fo
Completion of the entire length of the Primary Collector (all three segments) an
the amount of proceeds generated by the first PID bond issuance, which form o
fiscal security shall be in cash or such other form of security acceptable to the Cit
pursuant to the PID Documents; (c) terms and conditions regarding Completio
Heirloom - Development and Utility Construction Agreement
Page 36 of 47
J
discretion. Any waivers or variances from 2018 PID Policy Article V, Section 1 and
Section 10 for the first PID bond issuance to accommodate construction of the
Primary Collector in total rather than in segments, shall not constitute City Council
consent to granting any variances or waivers from the 2018 PID Policy Article V,
Section I and Section 10 for any subsequent PID bond issuances or for any other
11.01 *•
Amendments. This Agreement may be canceled., changed, modified or amended,
in whole or in part, only by the written and •recorded agreement •of •the City Council •and
the Owner of the portion of the Property affected by the change, provided that (a) no
modification of the obligations of an Owner may be made without that Owner's consent,
and (b) the consent of End Buyers to modifications of ♦this Agreement is not required.
♦
11.03.01 General. Except as provided in Section 11.03.02, no Party ma
assign any of its rights or delegate any of its obligations under this Agreeme
without the prior written consent of the other Parties. All other assignments
rights and delegations of duties are prohibited under this Section 11.03.01 an
void ab initio, whether they are voluntary or involuntary, by merger (unless th
Party is the I
surviving entity), consolidation, dissolution, operation of law, or an
other manner.
11.03.02 To a Purchaser of All or Part of the Property.
11.03 ' 02 * 01 Notwithstanding the limitations on assignments in Section
11.03.01, an Owner may assign this Agreement to a purchaser of all or part of
the Property as to the portion of the Property transferred by Owner to the
purchaser, either by a single assignment or through one or more partial
assignments, subject to the terms and conditions set forth in Section 11.03.02.
11.03.02.02 Any assignment pursuant to Section 11.03.02.01 shall be in
writing, specifically set forth the rights assigned and duties delegated in the
Assignment—,r ouire the assignee to assume such assigned rights and d-e 'Nabed-
e, If
obligations as to the portion of the Property transferred by Owner to the
assignee; and be executed by duly authorized representatives of Owner and
the assignee, and, if applicable •per Section 11.03.02.04, •of •the presiding officer
Heirloom- Development and Utility Construction Agreement
Page 37 of 47
of the City Council. A copy of each assignment and assumption agreement
shall be delivered to the City within 15 days after full execution.
11.03.02.03 Unless the City Council grants its prior written consent
pursuant to Section 11.03.02.04, an assignment to a Purchaser of all or part of
the Property will not release the assigning Owner from any obligations under
this A io reement I and such Owner will remain 'I intl n I
I MeTwo 011 #a I-M I I dmi@64 Ike W` w.e& q I ONO
11.03.02.04 Owner may request the City Council's consent to be released
from its assigned •rights •and •delegated obligations •upon •assignment •to a
Purchaser of all or part of the Property. Any such request must be made in
writing prior to the purported effective date of the assignment and
accompanied by a draft assignment and assumption agreement. The City may
condition its consent to releasing the Owner from its responsibilities under this
Agreement on, for example, a review the proposed assignee's financial,
technical, and managerial capacity and experience to perform the duties and/or
delegated obligations when considering approval of the assignment, the
assignee's posting of a letter of fiscal security in a form, amount, and from an
issuer acceptable to the City, on a Completion schedule for the Public
Infrastructure, or on other conditions as the City may determine in its
reasonable discretion. Following an assignment to a purchaser of all or part of
the Property that is approved in advance in writing by the City Council, the
City will look solely to the assignee for the performance of all obligations
assigned to the assignee and agrees that the assigning Owner will be released
from subsequently performing the assigned obligations and from any liability
that results from the assignee's failure to perform the assigned obligations.
However, no assignment by an Owner will release that Owner from any
liability that resulted from an act or omission by that Owner that occurred
before the effective date of the assignment unless the City specifically approves
such a release in writing.
11.03.02.05 The mere conveyance of a Lot or portion of the Property
without a written assignment comporting with the requirements of Section
11.03 of this Agreement •will not •effect an assignment of •the rights or
obligations of Owner hereunder.
11.03.0o Assignment of PID Assessments or PID Bond Proceeds. No
assignment of any rights or delegations of any obligations of an Owner under this
,6&reement shall be deemed an assignment of rights to receive proceeds from PID
assessments or from the sale of PID bonds. Nothing in this Agreement allows
Heirloom — Development and Utility Construction Agreement
Page 38 of 47
i assignment of rights to receive PID assessments or PID bond proceeds; such rights,
if any, will be governed by the PID Documents.
11.03.04 Collateral Assignments. Any current or future Owner may
collaterally assign, pledge, grant a lien or security interest in, or otherwise
encumber any of its right, title or interest under this Agreement from time to time,
without the consent of, but with prompt notice to, the City. Any such collateral
assignment, pledge, lien or security interest must be expressly subject to this
Agreement. 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 lender, whether judicial or non -judicial, and will
continue to bind the Property, and at the lender's election, the lender (or the
purchaser of the Property or portion thereof through exercise of lien rights or deed
in lieu thereof) may become a Party to this Agreement (but the prior Owner is not
released).
11.04.
11.05. Eff ect of Foreclosure. •t is speci ica y inten ed that this Agreement,
and all terms,
conditions and covenants herein, shall survive a transfer, conveyance, or assignmeWo
occasioned by the exercise of foreclosure of lien rights by a Lender or creditor or a Party,
whether judicial or non -judicial.
11.06. Effect on End Buyers. 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 PUD Ordinance as applied to the specific Lot acquired by the End
Buyer, and requirements to pay fees, rates, and charges.
11.07. No Waiver. The Parties may waive any provision of this Agreement only by a
writing executed by the Party or Parties against whom the waiver is sought to be
enforced. A waiver made in writing on one occasion is effective only in that one instance
and only for the purpose stated. A waiver once given is not to be construed as a waiver
on any future occasion or against any other Party who is not a signatory to the waiver
instrument. No •failure or •delay •in exercising any right or remedy or in requiring
satisfaction of any condition under this Agreement, and no act, omission, or course of
dealing among the Parties operates as a waiver or estoppel of any right, remedy, or
condition. Any failure by a Party to insist upon strict performance by the other Party of
any material provision of this Agreement shall not be deemed a waiver thereof or of any
other
of any and all of the provisions of this Agreement.
Heirloom — Development and Utility Construction Agreement
Page 39 of 47
11.14. ftotice. Any notice given under this Agreement must be in writing and may be
given: (i) by depositing it in the United States mail, certified, with return receipt
requested, addressed to the party to be notified and with all charges prepaid; or (ii) by
depositing it with Federal Express or another service guaranteeing "next day delivery,"
addressed to the party to be notified and with all charges prepaid; (iii) by personally
delivering it to the party, or any agent of the party listed in this Agreement, or (iv) by
email if•rovided) with confirmin• cor)v sent by o-te of tkenalker d-e--icrihpji-tuO
•
gas,
L L
Page 40 of 47
be effective only when actually received. For purposes of notice, the addresses of the
Parties will, until changed as provided below, be as follows:
If to city: City Manager
City of Georgetown
mmassm"
City Hall
$08 Martin Luther King Jr. St.
I-
orgetown, Texas 78626-5527
City Attorney
City of Georgetown
City Hall
808 Martin Luther King Jr. St.
Georgetown, Texas 78626-5527
Attn: John Landwehr
4215 W. Lovers Lane, Ste 150
Dallas, TX 75209
Email: jjqtj, s c)Iumparitivestmepts,com
Attn: Logan Kimble
7600 N. Capital of Texas Hwy, Bldg. C, Ste. 160
Austin, TX 78731
Email: IkimbLtiCcl2golumn,,tt,itivestments .com
221 West 6thSt., Suite 1300
Austin, TX 78701
Attn: Talley Williams
Fax: (512) 404-2245
Email: twilliams@mwswtexas.com
If to GISD: Georgetown Independent School District
507 E. University Ave.
Heirloom — Development and Utility Construction Agreement
Page 41 of 47
Telephone: (512) 943-5000
Email: p)
With copy to: Joshua Schroeder
Sneed, Vine & Perry, P.C.
Georgetown, Texas 78626
Telephone: (512) 930-9775
Email:
•
11.15. Estoppel Certificates. From time to time upon written request by any seller or
purchaser of property within the Property, or any lender or prospective lender of the
Owner or its assignees, the City shall execute a written estoppel certificate to such seller
or purchaser stating, if true that the City has not given or received any written notices
alleging any events of default under this Agreement.
11.16. Verifications of Statutory Representations and Covenants. The Owner makes the
following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276,
Texas Government Code, as heretofore amended (the "Government Code"), in entering
into this A•greement. As used in such verifications, "affiliate" means an entity that
controls, is controlled by, or is under common control with the Owner within the
meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for
breach of any such verification during the term of this Agreement shall survive until
barred by the applicable statute of limitations, and shall not be liquidated or otherwise
limited bT�LaD�Wrovision of this AVreementl-msAktifqh�.-ft�zLL.Yx"ty#,fA"tvi
to the contrary.
(a) Not a Sanctioned Company. The Owner represents that neither it nor any
of its parent company, wholly- or majority -owned subsidiaries, and other affiliates
is a company identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Government Code. The foregoing representation excludes the Owner and each of
its parent company, wholly- or majority -owned subsidiaries, and other affiliates,
i fa_-ff_Y.XJ_�,eJ_T.F
from its federal sanctions -regime relatin I to Sudan or irrim vr
regime relating to a foreign terrorist organization.
(b) No Boycott of Israel. The Owner hereby verifies that it and its parent
company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do
not boycott Israel and will not boycott Israel during the term of this Agreement.
Heirloom - Development and Utility Construction Agreement
Page 42 of 47
As used in the foregoing verification, "boycott Israel" has the meaning provided
in Section 2271.001, Government Code.
(c) No Discrimination Against Firearm Entities. The Owner hereby verifie
that it and its parent company, wholly- or majority -owned subsidiaries, and othe
affiliates, if any, do not have a practice, policy, guidance, or directive th le
discriminates against a firearm entity or firearm trade association and will n
discriminate against a firearm entity or firearm trade association during the ter
of this Agreement. As used in the foregoing verification, "discriminate against
firearm entity or firearm trade association" has the meaning provided in Sectio
2274.001(3), Government Code.
(d) No Boycott of Energy Companies. The Owner hereby verifies that it and
its parent company, wholly- or majority -owned subsidiaries, and other affiliates,
if any, do not boycott energy companies and will not boycott energy companies
during the term of this Agreement. As used in the foregoing verification, "boycott
energy cornnanies" has the meaning Drovided in Section 2271; nni (1 � cnvtJW,-1j1t--11t
11.17. Cooperatioll
11.17.01 The Parties agree to execute such further documents or instruments
as may be necessary to •evidence their a•greements hereunder.
11.17.02 In the event of any third -Party lawsuit or other claim relating to the
validity of this Agreement or any actions taken hereunder, 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 claim without diminution in their respective rights
and obligations under this Agreement.
11.18. Filings. The Parties agree that, for the purposes of Chapter 212 of the Texas Local
Government 211 (or 2-,:V, t.2_04 1#1JWTZX36UV",'A&
when the application for said plat or plan includes all information required by, and is in
compliance with, the Applicable Laws and this Agreement. No Development -related
application will be accepted by the City with respect to land owned by an Owner if a
material event of default exists with regard to this Agreement or a Related Document as
of the filing date of such application by said Owner.
Heirloom - Development and Utility Construction Agreement
Page 43 of 47
ARTICLE 13. EXHIBITS.
13.01. The following exhibits are attached hereto and made a part of this Agreement:
Page 44 of 47
CITY: CITY OF GEORGETOWN, TEXAS
Rob peng City Secretary
By: A --t -' : :- 5 Aye ' a4ssoh, City Attorney"
STATE OF TEXAS
COUNTY OF WILLIAMSON §
This i ,ipstrument was act, &Iedged before me on the �kjedday of
2025, by ayor O?TteCity of Georgetown,
ho e- le city, on behalf of the City.
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Heirloom- Development and Utility Construction Agreement
Page 45 of 47
Texas, a
•
STATE OF INDIANA §
COUNTY OF VANDERBURCI-H §
HEIRLOOMTX, LLC, a Delaware limited
liability company
This instrument was acknowledged before me on the 22nd_ day of
Auzust 2025, by Daniel A. Tra for
y- of HEIRLOOMTX, LLC, a Delaware limited
liability company,
� �behalf of said limited liability company,
(seayl) , *"ASH L EY L'HAKE
15Notay Public, St,ta of Indian
SEAL�.r= V.ndarburgh County
*fCommission Numb®r NP073698a2
My conmizsior.
Expires
Seopmber 02, 2029
STATE OF INDIANA §
COUNTY OF VANDERBURGH §
PtaTy Public immature
This instrument was acknowledged before me on the 22nd day of
2025, by Daniel A. 1EaYfor -,
of HEIRLOOM EAST TX, LLC, a Delaware limited
liability company, on behalf of said limited liability company.
[010--ilLt
STATE OF §
CO rs
GEORGETOWN INDEPENDENT SCHOOL
DISTRICT, a political subdivision of the State of
Texas
0
Name:
Title:
This instrument was acknowledged before me on the — day of
2025, by
— of Georgetown Independent School District, a
political subdivision of the State of Texas, on behalf of said entity.
M
Notary Public Signature
Heirloom - Development and Utility Construction Agreement
Page 47 of 47
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Exhibit B-1
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Materials Standards'
The intent of the building material standards is to promote quality design, aesthetic value,
visual aAceal and the use of durablA
neighborhood design. Building materials and architectural standards support
pedestrian -friendly environments that create visual interest at the street level and
promote social cohesion. Flexibility in building materials is allowed to support a diversity
in housin t-oxaces and architectural st-kyAles. Architestural I
include colonial, •Victorian, craftsman, •bungalow, or farmhouse. By maintaining
consistency in building scale while allowing variation in architectural styles Heirloom
will ensure that diverse designs cohere visually and create interest along the street edge.
Heirloom will emphasize the use of traditional materials that harmonize with the overall
aesthetic of the neighborhood.
High -quality materials promote longevity and resilience in buildings, ensuring that
Heirloom will age gracefully and require less maintenance over time. In order to support
both a variety of architectural styles and high -quality materials the facades of all
residential and non-residential elevations that are visible from a public or private street
or park shall •contain a •minimum of 85% •durable •building materials. Durable building
materials include: brick; stone; stucco; rock; cement fiber board; concrete; architectural
terra cotta; glazed ceramic architectural siding; cast stone; or alternative material as
approved by the Planning Director.
Durable building material standards do not apply to roofs, eaves, dormers, soffits,
windows, doors, gables, garage doors, decorative trim and trimwork.
The planning director may approve a new or alternative material if it meets the intent of
the durable materials standards to an equivalent or better degree.
Material and Design Standards will be further defined in separate Heirloom HOA
documentation to be recorded prior to the first building permit.
Four -Sided Design All walls must include materials and design characteristics consistent
with those on the front. Lesser quality materials or details for side or rear walls are
prohibited.
1 See PUD Exhibit A, Page 11 Material Standards
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• B-1
Additional Land Develot)ment Standards
Building Articulation
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 that includes a solid screening
wall.
C. Building Articulation.
1. Horizontal Articulation (Footprint).
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.
2. Vertical Articulation (Elevation).
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.
I See UDC Sec. 7.03.050
Exhibit B-1
Additional Land DeveloD-tce-ilt Staxdards
b. The change in elevation shall extend laterally for a distance equal 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.
1PIEFUMPMUM-1
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.
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.
Residential Single -Family DiStriCt3
The Residential Single -Family District (RS) is intended for areas of medium density
with a minimum lot size of 5,500 square feet. The RS District contains standards for
development that maintain single-family neighborhood characteristics. The District may
be located within proximity of neighborhood -friendly commercial and public services
and r%rotected from incomLcatible uses. All housing tVA-ces in the RS District shall use
lot, dimensional and design standards of the District.
3 See UDC Sec. 6.02.050
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A. Lot and Dimensional Standards.
Lot Size, minimum square feet
Lot Width, minimum feet
IIIIII
Rear Setback, minimum feet
Side/Rear Street Setback, minimum
feet
Street Facing Garage Setback,
minimum feet
Unloaded Street Setback, minimum
eet
Impervious Cover, maximum
See Section 11.02
1. Single-family detached (minimum lot size: 5,500 square feet).
2. Single-family attached (provided that the requirements in Subsection C.2.
are met).
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3. Single-family, zero lot line (provided that the requirements in Subsection
C.3. are met).
4. Those residential uses identified in the Use Tables in Chapter 5 of this Code
as allowed in the RS District.
5. Those non-residential uses identified in the Use Tables in Chapter 5 of this
Code as allowed in the RS District.
6. Those accessory uses identified in Subsection 5 ' 01 ' 020.E of this Code that
may be compatible with the primary uses allowed in the RS District.
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in appearance to a neighboring dwelling is permitted. The standards to
determine such similarity are set forth below and shown by example in
the illustrations contained in this section.
a. Exemptions. The following shall be exempt from these provisions:
i. Dwellings for which a Building Permit was approved before March 1
2003. 1
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•
Dwellings within a housing diversity development, where a unifie
plan coof ntaining similarity architectural form and style amo
dwellings is integral to such a plan.
b. Differences in Appearance.
i. Differences in bulk and massing shall be reviewed for the lots on eith
side of the proposed dwelling on the same side of the street, as sho
in the following illustrations.
ii. Where lots are interrupted by an intervening street, public parkland, •
similar feature of at least 50 feet in width, no review shall be necessar
iii. The proposed building shall be considered different from any vacant I
for which no building permit has been issued without requiring furth
documentation.
c. Differentiation. The proposed dwelling shall differ from other applicab -
dwellings in at least two •of •the five criteria listed below.
L The dwelling is a different housing type.
0 Single-family detached;
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ii. The dwelling differs in the number of full stories.
* Single -story; or
iii. The dwelling has a different •type of garage.
* Front -loaded garage (one- or two -car);
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CAMIRRI_ I
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Exhibit B-1
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• Gable;
• Hip;
• Gambrel;
• Mansard; or
• All of the above roof types are rotated 90 degrees.
v. The dwelling has variation in the front facade -
The garage is set back a minimum of four feet from the front
facade;
A covered, open -walled porch at least six feet in depth extends
a minimum of thirty-three percent (33%) of the width of the
front facade; or
Other articulation of the front facade at least four feet in depth
extends at least thirty-three percent (33%) of the width of the
front facade.
d. Application Review.
• Acceptable documentation may include photographs of the
other structures in question (no building elevations are
required).
A subdivision or phase thereof may be reviewed as a whole for
conformity with this requirement, provided that adequate
documentation to ensure conformity is submitted with the
plat. Such documentation is not required to be recorded as
The Building Official shall review the submitted
documentation and any previously -approved Building
Permits and make a determination. Where the Building
Official finds that a dwelling for which a Building Permit is
beinrequested is similar in appearance based on the g
standards above, the Building Permit shall be denied.
Tt7 b
Tim 11
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standards of the RS District, in addition to the following criteria:
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a. Both dwellings shall be located on separate legal lots;
b. The side setback between two single-family attached lots may be reduced
to zero feet; and
c. Single-family, attached dwellings are not allowed in the Old Town Overlay
District.
3.Single-Family, Zero -Lot Line.
A single-family, zero -lot line dwelling is allowed using the lot and design
standards of the RS District, in addition to the following criteria:
a. The zero -lot line shall not be the lot line adjacent to:
i. A lot not containing or planned for zero -lot line dwellings;
ii. A highway frontage road; or
garage or carport taking access from a side street.
b. A minimum building separation of 12 feet is provided between all zero -lot
line dwellings.
c. The eaves on the side of a house with no side setback may project no more
than 18 inches over the adjacent property line and a perpetual easement or
deed restriction for the eave projection is recorded for the lot where the
projection occurs.
d. No structure extends into a public easement.
e. Any rain gutters are positioned to drain only onto the lot of the house to
which they are attached.
f. A recorded easement or deed restriction is provided to allow for
maintenance or repair when the eaves or side wall of the house are within
four feet of the adjacent property line. The easement or deed restriction on
the adjacent property must provide at least five feet of unobstructed space
between the furthermost projection of the structure(s) and the edge of the
easement.
•
No windows or other openings on the side of the structure on or within
three feet of the lot line with no setback are allowed, except for windows
that do not allow or restrict visibility of the adjacent lot, such as clerestory
or translucent windows.
1. Non-residential structures shall meet the lot and dimensional standards of
the RS District, in addition to the requirements of Sections 7.04 and 7.05.
2. Residential accessory structures shall meet the requirements of Section
6.06.010.
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3. Residential accessory structures shall not exceed the height of the principal
residential structure.
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Additional Land Devetooroent Standards Checklist
Exterial Material Treatment
Facades of all residential and non-residential
street or park shall contain a minimum of 85%
durable building materials. Durable building
materials include: brick; stone; stucco; rock;
cement fiber board; concrete; architectural terra
cotta; glazed ceramic architectural siding; cast
stone; or alternative material as approved by the
Planning Director.
Durable building material standards do not appl
to roofs, eaves, dormers, soffits, windows, doors,
gables, garage doors, decorative trim and
trimwork. I
an
Buildin•g Articulation
Purpose - In order to provide attention in design and human scale and to avoid the massive
Applicability: Articulation shall apply to all building walls facing a public street, public park
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:
Criteria i—u1—tdW-R-e-pr"-e-- s-en-VaitIvS.Signatwe
The wall is on a building that is less than 20 feet in
height
The wall is set back at least 30 feet from the lot line
e"w—all is screened by a High Level Bufferyard
that includes a solid screening wall
Building ArticulationHorizontal Articulation (Footprint)
Criteria BuRder Representative Signature
o 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
Where the length of the wall is less than 60 feet,
articulation is not required
The perpendicular offset shall extend laterally for
a distance equal to at least seventy-five percent
(75%) of the building's average height
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
Vertical Articulation (Elevation)
Criteria BuRder ,Representative Signature
o 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
The change in elevation shall extend laterally for a
distance equal to at least seventy-five percent
(75%) of the building's average height
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
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
Criteria Builder Representative Signature
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
Offsets, covered porches, stepped -back heights,
porticos, varied wall surfaces, or other similar
building elements as approved by the Director or
their designee
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0 Eel 16-110 J_t"TA
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Resid ntial Single -Family 5,500
IkS -Reside t" n ial Single -Family 45
ront Setback, minimum feet 20
de Setback, minimum feet 6
Rear Setback, minimum feet 10
•Street Setback, minimum feet 15
Street Facing Garage Setback, minimum feet 25
Unloaded Street Setback, minimum feet 20
�Impervious Cover, maximumSection 11.02
Allowed ses Builder Representative Signature
Single-family detached (minimum lot size: 5,500
square feet)
Single-family attached (provided that the
requirements in Subsection C.2. are et)
Single-family, zero lot line (provided that the
requirements in Subsection C.3. are met)
Those residential uses identified in the Use Tables
in Chapter 5 of this Code as allowed in the RS
District
Those non-residential uses identified in the Use
Tables in Chapter 5 of this Code as allowed in the
S District
Those accessory uses identified in Subsection
5.01.020.E of this Code that may be compatible
with the primary uses allowed in the RS District
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STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Parkland Maintenance Agreement (this 'AgogjA01") is made to be effective as
of the Effective Date (defined below) and is by and between the CITY OF
GEORGETOWN, TEXAS, a home -rule city located in Williamson County, Texas (the
"CLty"), Heirloom East Tx, LLC, a Delaware limited liability company ('
HEIRLOOMTX, LLC, a Delaware limited liability company (collectively
the "Heirloom Owners"), HEIRLOOM HOMEOWNERS ASSOCIATION, INC., a
Texas non-profit corporation (the (individually, a "rArty" and
collectively, the g4and is as follows:
WHEREASI the Heirloom Subdivision is a subdivision development and publi
improvement district within the City's corporate limits known as the Heirloo
Public Improvement District (the authorized by Resolution N
passed and approved by the Georgetown City Council o
. 2025 (the "• /) containin
approximately contiguous acres and having (at full build out) a mix
residential, commercial, and school (civic) uses; and I
WHEREAS, the City, Heirloom Owners, and the Georgetown Independent Scho
District are parties to that certain Development Agreement dated to be effective o
2025 and recorded in the Official Public Records o
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Williamson County, Texas as Document No. (the "Develo men
Agrmakof') which, among other things, requires creation of the Association an
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perpetual maintenance by the Association of the Parkland, the Parklan
Improvements, the Parkland Trails, and the Private Drainage Facilities (each a
defined in the Development Agreement); and
WHEREAS, the Association 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
(each, an Ownerin any residential, final -platted subdivision lot shown on a
recorded subdivision plat located in the District (each, a "Lot"'), which membership
in the Association is not severable from the ownership of the Lot, and created to,
among other things, maintain the Parkland, the Parkland Improvements, the
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Parkland Trails, and the Private Drainage Facilities within the District and otherwise
administer the affairs of the Association in accordance with the terms of that certain
"PID Construction, Financing and Reimbursement Agreement for Heirloom Public
crovement District" between the Cit the Heirloom Owners, and the Geop getowi-tv
Independent School District, dated to be effective
; 2025, and the Declaration of Covenants,
Conditions and Restrictions for the Parks at Heirloom Subdivision (or similarly titled
document governing the development, improvement, and sale of land in the District)
dated effective and recorded as Document
No. of the Official Public Records of Williamson County, Texas;
and
WHEREAS, the Association has the authority to levy HOA Assessments against the
Lots within the District to provide a permanent source of funding for the Association
to pay for performing its responsibilities under the Development Agreement and this
Agreement; and
WHEREAS, pursuant to the Development Agreement and the Construction,
Financing and Reimbursement Agreement, the Parkland, Parkland Improvements,
and Parkland Trails have been or will be conveyed to the City, in trust for the public,
and will be maintained by the Association; however, the Private Drainage Facilities
are not and will not be conveyed to the City for ownership or for any other purpose
but will be owned and maintained by the Association; and
WHEREAS, the Association acknowledges and agrees that the City has exclusive
jurisdiction and control of the Parkland, the Parkland Improvements, and the
Parkland Trails.
NOW, THEREFORE, in consideration of the premises, in furtherance of the mutual
benefits to be derived by the general public and the residents in the District and
members of the Association, and otherood and valuable consideration, the rece gipt
and sufficiency of which are hereby acknowledged, the Parties 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 Development Agreement
and the Construction, Financing and Reimbursement Agreement is incorporated
into this Agreement as if they were set out in full.
5��
2. DEFINITIONS. In addition to the terms defined in the Recitals to this ARreement',
the following words, shall, when capitalized, have the following meanings when used
in this Agreement:
2.1 "HOA Assessments" means the assessments the Association impose for th
purposes of, among other things, funding its obligations under this Agreemen
2.2 "Parkland" has the meaning given in the Development Agreement. The ter
shall also include the Public Drainage Easements, defined below.
2.3 "Parkland Improvements" has the meaning given in the Developme
Agreement.
2.4 "Parkland Trails" has the meaning given in the Development Agreement.
2.5 "'Private Drainage Facilities" has the meaning given in the Developme
Agreement. I
3. GRANT OF LICENSE. The City hereby grants the Association, and its du
authorized agents, a license to enter the Parkland for the purpose of performin
or causing to be performed, the maintenance responsibilities of the Associati
described in Section 4 of this Agreement. I
4.1 The Association shall, at its sole cost and expense, perform Or cause to I -
performed, all maintenance work for the Parkland, Parkland Trails, ans
Parkland Improvements, including, but not limited to, regular gatiol
mowing, edging, trimming of shrubs and other plantings, weed and al
control, gation system and trail maintenance and repair, and equipmer
maintenance and repair. The Association shall be solely responsible for suc
maintenance and repair, and the City shall have no obligations for same.
4.2 The Association shall, at its sole cost and expense, perform or cause to 1:
performed, all maintenance and repair work related to the Private Drainap
Facilities including, but not limited to, regular mowing, clearing, and wee
control, and keeping the areas free of all trash and debris and prop(
functioning as drainage facilities.
4.3 If damages to public infrastructure occur as a result of poor or inadequal
maintenance of the Parkland, Parkland Trails, or Parkland Improvement
the Association shall pay the City for full reimbursement of all reasonab]
costs the City incurs repairing damages to the public infrastructure.
4.4 Beginning after the Effective Date, between the dates December 1st ane
February 28th of the following year, and any time there is a possibility (•!
freezing temperatures, the Association shall turn off the gation system.
C��
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timers and shall only operate the irrigation systems manually in order
prevent the icing of improved areas and equipment.
5. NO LIENS. The Association shall not cause, suffer, or allow any liens to be placed on
the Parkland.
6.1 The Association shall levy HOA Assessments in such amounts necessary
to perform its responsibilities under this Agreement.
6.2 The Association shall also levy HOA Assessments in amounts, as
reasonably determined by the City, necessary to replace the Parkland
Improvements at the end of their useful life.
0.00. 6.3 Until the later of (i) the date on which the assessments to be collected from
Owners produce sufficient funds to perform the obligations of the Association
under this Agreement, and (ii) the date on which Heirloom Owners Complete
or cause Completion of construction of the HOA Maintained
Areas/Improvements (defined in the Development Agreement) serving or
located within the Property, Heirloom Owners will be jointly and severally
responsible for performing the Association's obligations under this
Agreement. For purposes hereof, the Association will be deemed to have
sufficient funds to perform its obligations if the Association has operated for
two (2) consecutive years after Completion of all HOA Maintained
Areas/Improvements without requiring any subsidies from Heirloom Owners.
• 3111111•
7.1 This Agreement is expressly subject and subordinate to the present an
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future right of the City, its successors, assigns, lessees, grantees, an
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licensees, to construct, install, establish, maintain, use, operate, and rene
any public utility facilities, or franchised public utilities, on, over, or under t
Parkland..
7.2 The City shall be responsible for installing and maintaining one or mo
master meters to provide water and electric service to the Parkland, and f
paying for water and electric service to the Parkland.
7.3 Nothing in this Agreement shall be construed to limit in any way the pow
of the City to alter or improve the Parkland, Parkland Improvements, or t
Parkland Trail pursuant to official action by the City or its successors. T
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City shall endeavor to provide the Association with notice of propos]
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alternations or improvements but shall be under no obligation to do so
prior to commencement of work.
8.1 Prior to the commencement of any work in the Parkland under this
Agreement, the Association shall furnish copies of all required
endorsements and an ori• ginal completed Certificate(s) of Insurance to the
City's City Manager, which shall be clearly labeled with the legal name of
the Association 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 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
Ago o reement. In n• instance will the City allw modification at the
request of the Association whereupon the Citymay incur increased risk.
8.3 The Association's financial integrity is of interest to the City; therefor
subject to the Association's right to maintain reasonable deductibles i
such amounts as are approved by the City, the Association shall obtai
and maintain in full force and effect for the duration of this Agreeme
and any extension hereof, at the Association's sole expense, insuran
coverage written on an occurrence basis, by companies authorized an
admitted to do business in the State of Texas and with an A.M. Best]
EUTURM
rating of no less than A- (VII), in the following types and for an amount
not less than the amount listed:
orkers' Compensation
Ev
lEmployers' Liability
vinmercial General Liability Insurance
.clude coverage for the following:
Premises operations
*b. Independent Contractors
Products/completed operations
Personal Injury
Contractual Liability
*f. Environmental Impairment/Impact
ufficiently broad to cover disposal liability
*g. Broad form property damage, to includ
fire legal liability I
OUNTS
utort'
For Bodily Injury and Propeir-
Wamage of $11000,000
-occurrence; $2,000,000 Genj
ggregat , or its equivalent=
Pmbrella or Excess Liabili
".-overage
isiness Automobile Liability
wned/leased vehicle Combined Single Limit for Bodil)
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 Association.
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 Association 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
COMM
DOM670-
requested change. The Association 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 Association 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
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
Workers' compensation and employers' liability policies will
provide a waiver of subrogation in favor of the City-
8.6 The Association 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
Association under the terms of this Agreement. Within five (5) calendar
days of a suspension, cancellation or non -renewal of coverage, the
Association shall provide a replacement Certificate of Insurance and
applicable endorsements to the City. The City shall have the option to
suspend the Association'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 t
extent to which the Association may be held responsible for payments
I•.
mages to persons or property resulting from the Associatio
performance of the work covered under this Agreement.
Page 7 of 12
• Association's •• f •• r •
8.8 It is , • •. ..
arisingnon- contributory with respect to any insurance or self-insurance carried by
the City for liability
insurance-V. 9 It is understood and agreed that the and
obligationseparate from any other
Agreement.
ASSOCIATIONi AND LIABILITY FOR
ANY CLAIM OR • r ON OR OF INJURIES,
INCLUDINGDEATH,i PERSONS OR DAMAGES TO• DESTRUCTION OF
PROPERTY,r OR r TO HAVE BEEN SUSTAINED IN
PERFORMANCECONNECTION WITH OR TO HAVE ARISEN OUT OF OR INCIDENTAL TO
THE OF DESCRIBED IN
THIS AGREEMENT BY THE ASSOCIATION, AND EMPLOYEES,
r ITS SUBCONTRACTORS,AND EMPLOYEES.
10.1 This Agreement may not be terminated by
Association.
10.2 This Agreement may ` by
providingCity, if such revocation is reasonably determined by the City to be required by
the public interest, after
at least 30 days written notice to the
Association. Circumstances under the y may revokethis Agreement,
pursuant to this subsectioninclude, but • `• to, the :• •
s
0 Use ofthe Parkland becomesfor different public purpose,
or
alterations10.2.2 Despite 30 days written notice, the Association fails to maintain or
make necessary • prevent deterioration of
Parklandor functional integrity of the Parkland, Parkland Improvements, or
or
including10.2.3 The Association fails to comply with the terms and conditions of this
but not limited to, the insurance requirements
specified
10.3 Once this Agreement been • the City will perform
on r • Parkland Improvements,, • Parkland Trail consistent
MOTE
the level of maintenance of other similar City -owned land and equipment
(which may be a different or lesser standard than that of the Association).
10.4 Notwithstanding anything to the contrary in this Agreement, the Association's
responsibility to own and maintain the Private Drainage Facilities will survive
termination of this Agreement. Under no circumstances will the City will be
responsible or liable •for •owning, maintaining, repairing, •otherwise being
responsible or liable for the Private Drainage Facilities.
1L ASSIGNMENT. The Association 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 such consent is granted, it shall then be the duty of the Association, its
successors and assigns, to give prompt written notice to the City of any assignment or
transfer of •any of •the Association's rights in this Agreement.
12. MISCELLANEOUS PROVISIONS.
12.1 Laws Observance. The Association shall not do, nor suffer to be done, anything
on the Parkland during the term of this Agreement 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 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 5 . 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 Association 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 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 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 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 L . 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 Parkland, 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.
EXECUTED to be effective as of the date of final signature below (the "'Effective
Date").
THE ASSOCIATION.
Heirloom Homeowners Association,
Texas non-profit corporation
By:
Name:
Title:
Address for Notice:
THE STATE OF TEXAS §
CO §
This instrument was acknowledged before me this — day of
2025 by President of Heirloom Homeowners
Association, Inc., a Texas non-profit corporation on behalf of said corporation.
WM1��
City of Georgetown, Texas, a home -rule
municipality
By:
Josh Schroeder, Mayor
By:
Robyn Densmore, City Secretary
By:
Skye Masson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this — day •
2025 • • •-•- Mayor •i the City • Georgetown, Texas, a home -rule
municipality, on behalf of the City of Georgetown, Texas.
By:
NOTARY PUBLIC, STATE OF TEX45
HEIRLOOM OWNERS: HEIRLOOMTX,Delaware limitl
liability company
B
Title:
Date:
STATE OF §
COUNTY OF §
This instrument was acknowledged before me on the day of
2025 by
— of HEIRLOOMTX, LLC, a Delaware limited
liability company, on behalf of said limited liability company.
Notary Public Signature
HEIRLOOM EAST TX, LLC., a Delaware
limited liability company
WB
�7
a'T
Title:
Date:
STATE OF §
COUNTY OF §
This instrument was acknowledged before me on the day of
2025, by
— of HEIRLOOM EAST TX, LLC, a Delaware limited
liability company, on behalf of said limited liability company.
Notary Public Signature
Pacro 17 of 1?
[=M
ME=
- - - - - - -- - -------
Irrevocable Letter of Credit
Issuance DAW- 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
EMMU, =,
Name:
Attn:
Address:
Phone:
Fax:
Email -
;I �-- - : 11 1 i;
I
Name:
Attn:
Address:
Phone:
Fax:
Email:
U.S. DOLLARS
Expiration Date: , 20 at 4:00 P.M. Central Standard Time.
Exhibit F - Forrn of Traffic Intersection Fiscal Security
Page 1
At the request and account of OWNERJAPPLICANT, 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
not exceed the STATED AMOUNT, which represents the required amount of the traffic
signal fiscal security for the (check applicable),
El "Primary Collector/Williams Drive Intersection"
El Primary Collector/Ronald Reagan Boulevard Intersection"
El "Primary Collector/CR 248 Intersection"
El "Primary Arterial/CR 248 Intersection"
El "Primary Arterial Intersection/William Drive Intersection"
1:1 "Primary Road/Ronald Reagan Blvd. Intersection"
as said terms are defined in that certain "Development Agreement•etwee
OWNER/APPLICANT, et al. dated to be effective on
2025 (the "AGREEMENT" j
pertaining to design and construction of the traffic sigo nalizatin improvements at sal
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 Cercate 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.
Exhibit F - Forni of Traffic Intersection Fiscal Security
Page 2
ME�
- - - --------
V
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 1000 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.
17MI I
UC74-1_11 L f Uf L 4111
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.
WFAM
(Authorized Signature)
By:
Name:
Title:
Exhibit F - Form of Traffic Intersection Fiscal Security
Page 3
ANNEX B TO TRAFFIC SIGNAL FISCAL SECURITY
DRAW CERTIFICATE
DATE: REF. NO.
TO:
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 GEORGET OWN, TEXAS,
U.S. DOLLARS ($
drawn under (name of issuer)
Irrevocable Standby Letter of Credit No. dated
20—.
(Authorized Signature)
y•
Name:
Title:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
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.
ME
Notary Public Signature
Exhibit F - Forin of Traffic Intersection Fiscal Security
Page 4
ANNEX C TO TRAFFIC SIGNAL FISCAL SECURITY
DRAW CERTIFICATE
DATE: LETTER OF CREDIT. NO.
"103
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
The undersigned, as authorized representative of Beneficiary herby certifies to you with
reference to Letter of Credit No. that (check applicable)
1:1 The Letter of Credit will expire in 45 days and is not being renewed or replaced; or
0 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 day of
20 by — of the
City of Georgetown, Texas, a home -rule city, on behalf of the City.
M,
F"F99MM
Notary Public Signature
Exhibit F - Form of Traffic Intersection Fiscal Security
Page 5