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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. Heirloom — Development and Utility Construction Agreement 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. Heirloom- Development and Utility Construction Agreement 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 Heirloom- Development and Utility Construction Agreement Page 11 of 47 Heirloom — Development and Utility Construction Agreement Page 12 of 47 Heirloom— Development and Utility Construction Agreement Page 13 of 47 Heirloom - Development and Utility Construction Agreement Page 14 of 47 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. M 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 .", IY"ft d i 7 +NllFi, 4x d; 1 .x R Y �R t� f y*W y{ S g #: � 8 '� 4 4 f tt i! ` ! t t x f x t x x:d J 6RW%Ab �w 33 psdK 38A.14 �i'fN t%F+A�' y� # }t j. A�ab g5 qq $l..." d: 4 A i „ 4„?P k e ,10 mvru� k t pp jIN i It { WWI a tj fill ° AV }} 9 1 At Gliz $$u ¢ n .tjg. 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CH DELANEY SURVEY A,M rRo.dao-,a¢gONCpaaRmr1ExAs STEGE * IZZELL Exhibit B-1 Ut 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 WOM • 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 MIM 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). M ........ . ..... OMM, 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. Em� _UL M, wr 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 I X I I IM"k, Lat 111 X.,.". • 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; M 13M 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); t AT V CAMIRRI_ I • Exhibit B-1 Zzmmz� M • 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 t T6 standards of the RS District, in addition to the following criteria: BE= FM M I M* M 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. MMM rM ISM8700M IN I III I; IIIIIII Call I 21 11111111 ijpi�II��111 11 3. Residential accessory structures shall not exceed the height of the principal residential structure. W,-= tAibit U-2 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 FMX Wo - i I 1 0 . if 0 Eel 16-110 J_t"TA Rugg= 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 Z u 6A O O O O ti �f x Z3 m IL3 ti lb CD c P co CL CL > O N 1; E. E. 'Ell Ln Cd En LU C: 0 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 t c S tiv cho e 0 0 -ords 0 Williamson County, Texas as Document No. (the "Develo men Agrmakof') which, among other things, requires creation of the Association an I 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 0--mum 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�� 101T 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 'I future right of the City, its successors, assigns, lessees, grantees, an I r] 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 e City shall endeavor to provide the Association with notice of propos] C1� 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