HomeMy WebLinkAboutRES 082625-6.M - Development and Construction Heirloom and GISDRESOLUTION NO. D$Z,2S- 6. R
AN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS APPROVING THE "DEVELOPMENT AND
CONSTRUCTION AGREEMENT," BETWEEN THE CITY OF
GEORGETOWN, TEXAS, HEIRLOOM EAST TX, LLC, HEIRLOOMTX,
LLC, AND GEORGETOWN INDEPENDENT SCHOOL DISTRICT,
RELATING TO APPROXIMATELY 618.98 ACRES OF LAND
CURRENTLY LOCATED IN THE CITY'S EXTRATERRITORIAL
JURISDICTION GENERALLY SITUATED NORTH OF RONALD
REAGAN BLVD AND WEST OF WILLIAMS DRIVE IN WILLIAMSON
COUNTY, TEXAS; REPEALING CONFLICTING ORDINANCES AND
RESOLUTIONS; INCLUDING A SEVERABILITY CLAUSE; AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, Heirloom East Tx, LLC, Heirloom Tx, LLC, and Georgetown
Independent School District (collectively, the "Owners") own a total of approximately
618.98 acres of land situated in the extraterritorial jurisdiction of the City, in Williamson
County, Texas (the "Land").
WHEREAS, the Owners have voluntarily requested annexation into the City
limits and requested that the Land be zoned as a Planned Unit Development ("PUD").
WHEREAS, by petition dated July 30, 2025, the Owners also requested creation of a Public
Improvement District over the Land.
WHEREAS, the proposed Annexation Resolution, PUD Zoning Resolution, PID
Creation Resolution and other PID Documents are scheduled to be considered separately
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, creation 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.
Resolution No. QS 26,Z5 L . H
Approving Construction and Development Agreement
(Heirloom)
Page 1 of 3
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, THAT:
Section 1. 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.
Section 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 Georgetown
2030 Comprehensive Plan.
Section 3. 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.
Section 4. 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
provisions, or application thereof, of this resolution which can be given effect without the
invalid provision or application, and to this end the provisions of this resolution are
hereby declared to be severable.
Section 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)
Resolution No. C�6 2,,j -�L — (0 .h
Approving Construction and Development Agreement
(Heirloom)
Page 2 of 3
ATTEST:
Robyn D smore, City Secretary
APPROVED AS TO FORM:
Sky Masson, City Attorney
THE CITY OF GEORGETOWN:
Kevin Pitts, Mayor Pro Tem
Resolution No. _OS25 2c -- (o . H
Approving Construction and Dcvclopmcnt Agreement
(Heirloom)
Page 3 of 3
DEVELOPMENT AND
CONSTRUCTION AGREEMENT
(Heirloom)
This Development and Construction Agreement ("Agreement") is by and between
the CITY OF GEORGETOWN, a Texas home rule municipality (the
GEORGETOWN INDEPENDENT SCHOOL DISTRICT, a political subdivision of the State of
Texas ("GISD"), Heirloom East Tx, LLC, a Delaware limited liability company
("Heirloom East") and HEIRLOOMTX, LLC, a Delaware limited liability company
("Heirloom Tx"). Heirloom East and Heirloom Tx may be referred to collectively as
"Heirloom Owner." GISD and Heirloom Owner may be referred to herein individually
as an "Owner" or collectively as the "Owners"). The City, GISD and Heirloom Owner
are sometimes referred to collectively herein as the "Parties."
RECITALS
WHEREAS, Heirloom Tx is the owner of approximately 361.94 acres of land
situated in the extraterritorial jurisdiction of the City, in Williamson County, Texas,
which is more particularly described by metes and bounds on Exhibit "A-1" attached and
incorporated herein by reference ("Heirloom Tx Property").
WHEREAS, Heirloom East is the owner of approximately 112.04 acres of land
situated in the extraterritorial jurisdiction of the City, in Williamson County, Texas,
which is more particularly described by metes and bounds on Exhibit "A-2" attached
and incorporated herein by reference ("Heirloom East Property").
WHEREAS, the Heirloom East Property and the Heirloom Tx Property are
collectively referred to herein as the "Heirloom Property".
WHEREAS, GISD is the owner of approximately 145 acres of land situated in the
extraterritorial jurisdiction of the City, in Williamson County, Texas, which is more
particularly described by metes and bounds on Exhibit "A-3" attached hereto (the "GISD
Property").
WHEREAS, the Heirloom Property and the GISD Property are collectively
referred to herein as the "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 the
mutually agreeable terms and conditions relating to the annexation and orderly
development of the Property, creation 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.
WHEREAS, the City, after due and careful consideration, has concluded that the
development of the Property, as provided for herein, will further the growth of the City,
increase the assessed valuation of the Property, foster increased economic activity within
the City, construct public infrastructure within the City, and otherwise be in the best
interests of the City.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1. DISCLOSURES AND CONSIDERATION
1.01. 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.
1.02. 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.
ARTICLE 2. DEFINITIONS
2.01. In addition to the terms defined elsewhere in in this Agreement, 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 of
Heirloom Owner's efforts to acquire, via good faith negotiations, the off -Property
easements needed for the Major Owner -Constructed Wastewater Facilities, and
must include the following information: legal descriptions and surveys prepared
by a licensed surveyor registered to perform land surveys in the State of Texas
describing the easement areas that are to be acquired; a sworn statement by a duly
authorized representative, that Heirloom Owner has made good faith efforts to
secure the easement; copies of all information relating to acquisition of the
easement, including but not limited to all appraisal reports (whether prepared by
or for Developer or an affected landowner), all valuation determinations or
estimates (whether prepared by or for Developer or an affected landowner), all
communications between Developer and the affected landowner(s) regarding the
easement acquisition, including but not limited to written offers, counteroffers,
responses, and all other communications and information relevant to the positions
of the above -described persons or entities.
2.01.02 "Additional Land Development Standards" means the standards
attached to this Agreement as Exhibit "13-1."
2.01.03 "Additional Land Development Standards Checklists" means the
checklists attached as Exhibit "B-2".
2.01.04 "Annexation Ordinance" means the ordinance to be adopted by the
City Council of the City annexing the Property into the full purpose jurisdiction of
the City.
2.01.05 "Applicable Laws" means this Agreement, the Additional Land
Development Standards, the PUD Ordinance, the PID Documents, and all federal,
state and local laws, ordinances, orders, specifications, standards, rules, and
regulations pertaining and applicable to the activities and obligations described in
this Agreement, including, without limitation, the Texas Local Government Code;
the laws, rules and permits issued by the Texas Commission on Environmental
Quality (TCEQ) to the City for construction and operation of the City's water and
wastewater treatment plants and pertaining to its water and wastewater utility
systems; the City's Code of Ordinances, Unified Development Code (defined
herein), Construction Specifications and Standards Manual, Drainage Criteria
Manual, City -approved drainage studies relating to the Property, Building Codes,
Fire Codes, Inspection Guidelines, and Development Manual; the City -approved
final plats for the Property (defined herein); the PUD Ordinance (defined herein);
the Approved Plans (defined herein), and the Future Mobility Plan (defined
herein), all applied as if the Property were located entirely within the corporate
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 Transportation
(TxDOT) and Williamson County pertaining to roadways and traffic signalization;
all as may be amended, modified, reissued, or renewed in the future by the City
in its sole discretion, except as vesting rights obtained pursuant to Chapter 245 of
the Texas Local Government Code to the extent applicable to the Unified
Development Code and City -approved final plats.
2.01.06 "Approved Form" means, as to the Heirloom Lift Station Site Deed,
any license agreement granted to or by the City, and any easement in which a
Public Improvement is placed, the documents in the form posted by the City on
the City's website at
httl2s:Hgeorgetowntexas.gov/development services/planning/real estate/index.p
hp (or its replacement webpage, as the City's website may be updated, redesigned,
or revised from time to time in the City's sole discretion), which may be modified
only with prior City Attorney approval, as indicated by the City Attorney's
signature thereon, but not otherwise. As to a City Utility Easement, the Major
Owner Constructed Water Facilities Easement, the Major Owner -Constructed
Wastewater Facility Easement, and an Access Easement, all such easements must
be exclusive to the City.
2.01.07 "Approved Plans" means, as to the Public Improvements, the design
and construction plans and specifications prepared in compliance with the
Applicable Laws by the Engineer and approved by the City in its regulatory
capacity.
2.01.08 "City Council" means the city council of the City of Georgetown,
Texas.
2.01.09 "City Utility Easement" means, collectively, the easements in favor of
the City and in Approved Form in which the water or wastewater improvements
needed for the City to provide such services to Lots on the Property are placed.
The term does not include the Major Owner -Constructed Water Improvements
Easement or the Major Owner -Constructed Wastewater Improvements Easement,
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," "Completion," or "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 the
Approved Plan has certified in writing to the City or HOA accepting same that
the improvement is substantially complete such that, as applicable, all pipes,
lines, appurtenances, facilities, structures, and equipment have been installed
in accordance with the Applicable Laws and are capable of being fully
operational following acceptance of the improvement for use by the City or
HOA, whichever of them is accepting same; and
• 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 Wastewater
Facilities, the Major Owner -Constructed Water Facilities, the Water Facilities,
the Lift Stations, and the Transportation Improvements, the City has received
and approved all Completion Documentation and Dedication Documentation
associated with the improvement, and the City has, in writing, accepted the
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 attached
as Exhibit "C"; however, the Conceptual Transportation 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 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 attached
hereto as Exhibit "D"; 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 general location of which is shown on the
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 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.
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, a
draft deed instrument in the Approved Form; the legal descriptions (metes and
bounds or platted lot) and map or sketch of the proposed deeded area 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 deeded area.
2.01.19 "Development" or "Develop" means initiation of any activity governed
by the UDC related to land or property modification whether for imminent or
future construction activities including, but not limited to, division of a parcel of
land into two or more parcels; alteration of the surface or subsurface of the land
including grading, filling, or excavating; mining or drilling operations; clearing or
removal of natural vegetation and/or trees; installation of public infrastructure
including utilities, roadways, and drainage facilities; and construction or
enlargement of any building, structure, or impervious surface. Exclusions from
this definition include maintenance of lawns, gardens, and trees; repairs to existing
utilities; minimal clearing of vegetation for surveying and testing; and bona fide
agricultural activities
2.01.20 "Effective Date" means the latest date accompanying the signature
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, regardless
of the proposed use of such Lot.
2.01.22 "Engineer" means a registered professional engineer licensed to
practice engineering in the State of Texas retained by Heirloom Owner.
2.01.23 "ESD No. 7 Compensation" means the amount of monetary
compensation the City is required to pay to ESD No. 7 to remove the Property
from the boundaries of ESD No. 7 as a result of annexation of the Property into the
corporate limits of the City.
Heirloom — Development and Utility Construction Agreement
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2.01.24 "ESD No. 7" means Williamson County Emergency Services District
No. 7.
2.01.25 "ETJ" means the extraterritorial jurisdiction of the City as
determined under Chapter 43 of the Texas Local Government Code, as amended.
2.01.26 "Eminent Domain Fiscal Security" means either (a) an irrevocable
letter of credit to be provided by Heirloom Owner in favor of the City issued by a
major U.S. bank meeting the City's minimum standards for credit ratings and
being in form and substance acceptable to the City, and continuously remaining
in place until drawn upon or released by the City under the terms and conditions
of this Agreement; or (b) a cash deposit received by the City from Heirloom
Owner, which shall be deposited by the City in an escrow account and remain in
place until drawn upon or released by the City under the terms and conditions of
this Agreement, in the amount of 125% of the City -approved Engineer's estimated
costs for the City to acquire easements needed to Complete the off -Property
portion of the Major -Owner Constructed Wastewater Facilities, plus 125% of the
City -approved Engineer's estimated costs for the City to Complete the Major
Owner -Constructed Wastewater Facilities.
2.01.27 "Future Mobility Plan" or "FMP" means the City's Future Mobility
Plan adopted by the City Council as the City's Functional Transportation Plan on
December 12, 2023, by Ordinance No. 2023-73, as amended on August 12, 2025, by
Ordinance No. 2025-38.
2.01.28 "GISD Property" means that certain approximately 145 acres of land
in Williamson County, Texas which is more particularly described by metes and
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 at
least one (1) acre in size and outside of the flood plain, generally located where
shown on the Conceptual Water and Wastewater Plan.
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
designed to serve the northeast portion of the Property, and which must not drain
via gravity to the Nolina 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 "A-2"
attached hereto.
2.01.34 "HOA Maintained Improvements/Areas" 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 striping 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 Primary Arterial Intersection/Williams Drive Intersection, the
general locations of which are shown on the Conceptual Transportation Plan.
When singular, the term "Intersection" shall mean one of the intersections.
2.01.39 "Land Plan" means the Heirloom Development Plan attached as
Exhibit A to the PUD Ordinance.
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Page 9 of 47
2.01.40 "Lift Stations" means, collectively, the Nolina Lift Station and the
Heirloom Lift Station.
2.01.41 "Lot" means a legal lot on the Property that is included in a final
(record) subdivision plat approved by the City.
2.01.42 "LUE Limit" means three thousand nine hundred seventy-five
(3,975) LUEs.
2.01.43 "LUE" means a service unit equivalent calculated as set forth in
Chapter 13.32 of the City Code of Ordinances.
2.01.44 "Maintenance Agreement" means one (1) or more agreements
substantially in the form attached as Exhibit "E" and related to maintenance in
perpetuity of the HOA Maintained Improvements/Areas to be entered into
between the City, Heirloom Owner (as may be applicable or required), and an
HOA. The Maintenance Agreement shall also grant a license to the Heirloom
Owner and/or HOA, as applicable, to allow said party to enter onto City -owned
areas (e.g. Parkland) to perform the maintenance obligations.
2.01.45 "Maintenance Security" means a written financial guarantee that all
workmanship and materials shall be free of defects for a period of two (2) years
from the date of acceptance of the Public Improvement (or each component of the
Public Improvement as Completed) by the City in the amount of ten percent (10%)
of the total construction cost of all workmanship and materials in a form approved
by the City.
2.01.46 "Major Owner -Constructed Wastewater Facilities" means, collectively,
the following improvements to be constructed by Heirloom Owner in accordance
with the Applicable Laws at no cost to the City: (i) the Nolina Lift Station
Expansion Improvements; (ii) the twelve inch (12") gravity wastewater line
commencing at the Nolina Lift Station ending at the Heirloom Lift Station; (iii) the
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 (12") gravity wastewater line; and (v) a second twelve -inch (12") 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 is
nonetheless responsible for acquisition of the required easements and Completion
of all Major Owner -Constructed Wastewater Facilities.
2.01.47 "Major Owner -Constructed Wastewater Facilities Easement" means
collectively one or more easements to be granted by the applicable Owner or
acquired by Heirloom Owner, at no cost to the City, in Approved Form for the
Major Owner -Constructed Wastewater Facilities to be located generally where
shown on the Conceptual Water and Wastewater Plan, and specifically where
required by the City in the Approved Plans for the Major Owner -Constructed
Wastewater Facilities having 1.5 times the depth of the below ground Major
Owner Constructed Wastewater Facilities based on the Approved Plans for same;
and which easement must be outside of any ROW and any other easements. A
portion of the Major Owner -Constructed Wastewater Facilities Easement is
located outside the boundaries of the Property.
2.01.48 "Major Owner -Constructed Water Facilities" means, collectively, the
following improvements to be constructed by Heirloom Owner at no cost to the
City: (i) the twelve -inch (12") water line commencing at a point of connection near
the southwestern boundary of the Property with the City's existing thirty -inch
(30") water line on the south side of Ronald Reagan Blvd, continuing northward
and looping across the floodway located within the Property, thence continuing
eastward to a point of connection with the City's existing twelve -inch (12") water
line in Ranch Road 2238; and (ii) the twelve -inch (12") water line commencing at a
point of connection with the City's existing twelve -inch (12") water line in Ranch
Road 2238 (north of the GISD Property) and ending at a point of connection with
the City's existing twelve -inch (12") water line in CR 248, as generally shown on
the Conceptual Water and Wastewater Plan. These facilities will be constructed by
or on behalf of the Owners in accordance with the Approved Plans and must be
placed within a City Utility Easement.
2.01.49 "Major Owner -Constructed Water Facilities Easement" means,
collectively, one or more easements to be granted by the applicable Owner or
acquired by Heirloom Owner, at no cost to the City, in Approved Form for the
Major Owner -Constructed Water Facilities to be located generally where shown
on the Conceptual Water and Wastewater Plan, and specifically where required
by the City in the Approved Plans for the Major Owner -Constructed Water
Facilities being a minimum of twenty-five feet (25') wide where not adjacent to a
ROW, and a minimum of fifteen feet (15') wide where adjacent to a ROW; and
which easement must be outside of any ROW and any other easements. "Master
Covenant" means, collectively, those certain documents that are in all material
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respects consistent with this Agreement and the Related Documents, establishing
a uniform plan for the governance of the Heirloom Property by the establishing a
declarant for each HOA. The Master Covenant must include the provisions set
forth in Section 4.08.
2.01.50 "Nolina Lift Station Expansion Project" means Completion of the
design, construction and installation of the pumps, motors, controls, electrical, and
other improvements by Heirloom Owner at no cost to the City that are needed to
expand the capacity of the Nolina Lift Station to have a total capacity of 3,500
gallons per minute.
2.01.51 "Nolina Lift Station Notice" has the meaning given in Section 5.04.03.
2.01.52 "Nolina Lift Station " means the City's "Ronald Reagan West Regional
Lift Station" located within the Nolina Subdivision (outside the boundaries of the
Property).
2.01.53 "Parkland Improvements" means, at a minimum, those items and
improvements listed on the Conceptual Parks and Open Space Plan to be
constructed and installed by Heirloom Owner within the Parkland at no cost to
the City.
2.01.54 "Parkland Trails" means, collectively, the Regional Trail and the
Concrete Loop Trail described more specifically in the Conceptual Parks and Open
Space Plan and the Heirloom Development Plan, to be constructed by the
Heirloom Owner at no cost to the City in the locations generally shown on the
Parks and Open Space Plan.
2.01.55 "Parkland" means the forty-eight (48) acres of Parkland located
where generally shown on the Conceptual Parks and Open Space Plan which will
be dedicated to the City by the applicable Heirloom Owner and maintained in
perpetuity by the HOA pursuant to a Maintenance Agreement.
2.01.56 "PID Documents" means, collectively, the PID Petition, the resolution
to be passed and approved by the City approving PID creation; the resolution to
be passed and approved by the City determining costs of the proposed public
improvements, approving a proposed assessment roll, and calling a public
hearing; the service and assessment plan, the assessment roll, the landowner
agreements, the financing agreement between the Heirloom Owner and the City
relating to construction of the required public improvements by the Heirloom
Owner and the reimbursement to Heirloom Owner for same from assessments or,
after bonds are issued, from PID bonds, and related agreements and documents
needed to administer the PID.
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2.01.57 "PID Petition" means the petition submitted to the City on July 30,
2025, executed by the Owners requesting creation of a PID on the Property.
2.01.58 "PID" means the public improvement district to be created on the
Property on even date herewith pursuant to Chapter 372 of the Texas Local
Government Code, which may also sometimes be referred to as the "Heirloom PID"
and/or "Heirloom Public Improvement District".
2.01.59 "Primary Arterial /Williams Drive Intersection" means the intersection
of the Primary Arterial and CR 248 the general location of which is shown on the
Conceptual Transportation Plan.
2.01.60 "Primary Arterial/CR 248 Intersection" means the intersection of the
Primary Arterial and CR 248 the general location of which is shown on the
Conceptual Transportation Plan.
2.01.61 "Primary Arterial" means the roadway to be Completed by Heirloom
Owner at no cost to the City in accordance with the Applicable Laws that meets
the general standards for a "Minor Arterial" street as summarized on Table
12.02.030 of the UDC, the general location of which is shown on the Conceptual
Transportation Plan.
2.01.62 "Primary Collector Segment I" means the portion of the Primary
Collector beginning at its intersection with Ronald Reagan Blvd and extending for
a distance of approximately two thousand (2,000) linear feet, the general location
of which is shown in red on the Conceptual Transportation Plan.
2.01.63 "Primary Collector Segment 2" means the portion of the Primary
Collector beginning at the terminus of Primary Collector Segment 1 and ending at
its intersection with CR 248, the general location of which is shown in blue on the
Conceptual Transportation Plan
2.01.64 "Primary Collector Segment 3" means the portion of the Primary
Collector beginning at its intersection with CR 248 and ending at its intersection
with Williams Drive, the general location of which is shown in yellow on the
Conceptual Transportation Plan
2.01.65 "Primary Collector/CR 248 Intersection" means the intersection of the
Primary Collector and CR 248 to be Completed or caused to be Completed by
Heirloom Owner at no cost to the City in accordance with the Applicable Laws,
the general location of which is shown on the Conceptual Transportation Plan.
2.01.66 "Primary Collector/Ronald Reagan Boulevard Intersection" means the
intersection of the Primary Collector and Ronald Reagan Boulevard to be
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Completed or caused to be Completed by Heirloom Owner at no cost to the City,
the general location of which is shown on the Conceptual Transportation Plan.
2.01.67 "Primary Collector/Williams Drive Intersection" means the intersection
of the Primary Collector and Williams Drive, a portion of which is to be Completed
or caused to be Completed by Heirloom Owner at no cost to the City in accordance
with the Applicable Laws, the general location of which is shown on the
Conceptual Transportation Plan.
2.01.68 "Primary Collector" means the roadway to be Completed by
Heirloom Owner at no cost to the City in accordance with the Applicable Laws
that meets the general standards for a "Major Collector" street as summarized on
Table 12.02.030 of the UDC, beginning at its intersection with Ronald Reagan
Blvd., traversing through the Property to cross CR 248, and ending at its
intersection with Williams Drive, the general location of which is shown on the
Conceptual Transportation Plan.
2.01.69 "Private Drainage Facilities" means all drainage, water quality,
stormwater management, detention, and/or retention facilities located on or
otherwise serving the Property. The term does not include the Transportation -
Related Drainage Facilities.
2.01.70 "Property" means, collectively the Heirloom Property and the GISD
Property.
2.01.71 "Public Improvements" means, collectively, all water, wastewater, and
transportation improvements to be Completed by Heirloom Owner in accordance
with the Applicable Laws at no cost to the City and transferred to the City (or the
County or TxDOT as to the Intersection Improvements) for ownership and
maintenance. The term includes the Transportation Improvements (except those
to be owned and maintained by the County or TxDOT), the Major Owner -
Constructed Water Improvements, the Water Facilities, the Major Owner -
Constructed Wastewater Improvements, the Wastewater Facilities, and the
Transportation -Related Drainage Facilities. The term does not include the Private
Drainage Facilities. When singular, the term refers to a Public Improvement.
2.01.72 "PUD Ordinance" means the ordinance to be adopted by the City
Council of the City governing use and Development of the Property, as may be
amended from time to time, and having as base zoning "General Commercial
(C3)" (defined in the UDC) for the commercial areas of the Property shown on the
Land Plan, and "Residential Single Family (RS)" (defined in the UDC) for the
residential areas of the Property shown on the Land Plan (defined herein), and
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including the "Heirloom Development Plan," attached to said ordinance as
Exhibit A, and all exhibits and attachments to the "Heirloom Development Plan."
2.01.73 "Related Documents" means the PUD Ordinance and the PID
Documents.
2.01.74 "ROW" means right-of-way.
2.01.75 "Transportation Improvements" means, collectively, CR 248, the
Primary Collector, the Primary Arterial, the Intersections, and the Intersection
Improvements, to be constructed by Heirloom Owner at no cost to the City as
described in in Article 6 of this Agreement.
2.01.76 "Transportation -Related Drainage Facilities" means drainage, water
quality, stormwater management, detention, and/or retention facilities that are
required by the Applicable Laws to be constructed for the Transportation
Improvements that are to be conveyed to the City for ownership and maintenance.
The term does not include the Private Drainage Facilities.
2.01.77 "TxDOT" means the Texas Department of Transportation.
2.01.78 "UDC" or "Unified Development Code" means the City's Unified
Development Code in effect as of the Effective Date.
2.01.79 "Vertical Development" means the construction, installation or
remodeling of structure(s) for which the City typically requires a building permit
or certificate of occupancy.
2.01.80 "Warrant Study" means a study consistent with Williamson County's
or TxDOT regulations (as applicable) to determine whether traffic conditions at a
specified Intersection meet any federal, state or local minimum standards or
"warrants" for placement of traffic signalization improvements.
2.01.81 "Water Facilities" means all pipelines, mains, pumps, valves, meters,
and other appurtenances needed for the City to provide retail water service to
connections on the Property, except those located on the retail customer's side of
the water meter.
2.01.82 "Wastewater Facilities" means all pipelines, mains, pumps, valves,
manholes, and other appurtenances needed for the City to provide retail
wastewater service to connections on the Property, except those located on the
retail customer's side of the water meter.
2.01.83 "Williams Drive" has the same meaning as Ranch Road (RR) 2238.
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ARTICLE 3. REIMBURSEMENT OF CITY COSTS
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 additional
amounts must be received by the City on or before the Effective Date. In addition, 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.
ARTICLE 4. DEVELOPMENT OF THE PROPERTY
4.01. General.
4.01.01 Compliance with Applicable Laws Required. After the effective
dates of the Annexation Ordinance and the PUD Ordinance, the Property shall be
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 certain
"Interlocal Agreement Regarding the Development of Georgetown Independent
School District School Sites," dated August 27, 2024 (the "Interlocal Agreement")
which addresses Development of "District Development Projects" (as that term is
defined in the Interlocal Agreement) and related matters, including but not limited
to Impact Fees, traffic and transportation issues, right-of-way dedication,
easement forms, tree preservation, temporary classroom buildings, and
architectural standards. The terms and conditions of the Interlocal Agreement
shall apply to Development of the GISD Property as a District Development
Project. If the Interlocal Agreement is amended, the Interlocal Agreement as
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.
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4.02. Additional Land Development Standards and Additional Land Development
Standards Checklists. Owner shall comply with, or cause compliance to occur with, the
Additional Land Development Standards. Completed Additional Land Development
Checklists in the form attached as Exhibit "B-2" must be included with each request for
a building permit or application for certificate of occupancy (as applicable) attesting to
compliance of the structure and/or Lot with the Additional Land Development
Standards.
4.03. Parkland, Parkland Improvements, and Park Trails.
4.03.01 Heirloom Owner shall convey the Parkland to the City when
required by the PUD Ordinance. Heirloom Owner shall Complete the Parkland
Improvements and Park Trails within twelve (12) months after the date of the
City's approval of any final plat containing the Parkland, or portion of the
Parkland, and consistent with the Applicable Laws and plans and specifications
for the Park Trails and Parkland Improvements approved by the City's Director of
Parks and Recreation, but shall not be required to Complete them prior to the time
that the portion of the Parkland in which the Parkland Improvements or Park
Trails are located (or will be located) has been final platted. Conveyance
requirements are set forth in Article 7. Maintenance of the Parkland, the Park
Trails, and the Parkland Improvements will be the responsibility of the HOA as
more particularly described below.
4.03.02 . The dedication of the Parkland and Open Space, and the
Completion of the Parkland Improvements and the Park Trail shall satisfy all
parkland dedication requirements and parkland improvement fees of the City and
Heirloom Owner shall not be required to dedicate any additional parkland nor
shall Heirloom Owner be required to pay any parkland improvements fee for the
Project provided that such dedication and Completion obligations are met.
Conveyance requirements are set forth in Article 7. Maintenance of the Parkland,
the Park Trails, and Parkland Improvements will be the responsibility of the HOA
as more particularly described below.
4.04. HOA Required. Prior to the first closing of a sale of a Lot on the Heirloom
Property, but in no event later than the date that the City receives the first application for
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
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provide that the 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 specified in this Agreement, before Heirloom Owner
transfers control of the board of the HOA to the End Buyers within the Heirloom Property
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 Exhibit "E". 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);
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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 utility easement dedicated to the City within a non-residential
area, must be owned, operated, and maintained by the owner of the Lot on
which the hydrants are located, in accordance with the most recent national or
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.
ARTICLE 5. UTILITY REQUIREMENTS
5.01. City as Exclusive Water and Wastewater Provider. The Parties agree that, on the
terms and conditions set forth in this Agreement, the City shall be the exclusive provider
of 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
City's agreement to provide retail water and wastewater service to the Property up to the
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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 obligations under this Agreement
and with Applicable Laws.
5.02.02 A duly authorized representative of the City has approved and
signed final (record) plats for the portion of the Property to be furnished with
water and wastewater service.
5.02.03 Owner has Completed the Major Owner -Constructed Wastewater
Facilities, the Wastewater Facilities, the Major Owner -Constructed Water
Facilities, and the Water Facilities, or the portions thereof required to provide
water and wastewater service for the portions of the Property for which
applications for final (record) plats have been submitted to the City, and such
improvements have been accepted by the City for ownership, operation, and
maintenance.
5.02.04 Heirloom Owner has paid to the City all required fees and charges
related to the Property (including but not limited to Impact Fees) or said fees have
been paid on behalf of Heirloom Owner by customers within the portion of the
Property to be served. The Parties agree that Impact Fees will be assessed at the
time of final plat approval by the City, and will be collected at the time of building
permit issuance, or at the time of connection to the City's water and wastewater
system, if no building permit is required.
5.03. Water Services.
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 Agreement, retail water service to the Property shall be provided
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 placed in a ROW but must be placed in a City Utility Easement in Approved
Form.
5.04. Wastewater Services.
5.04.01 Connections Before September 30, 2028. The maximum number of
retail wastewater Connections for multifamily units that may be made on the
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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 Notice"). The 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 subject
to terms and conditions in this Section and elsewhere in this Agreement, retail
wastewater service to the Property shall be provided by the City on the same terms
and rates as the City's other retail wastewater customers located in the City. The
Major Owner Constructed Wastewater Facilities and the Wastewater Facilities
must be designed and Completed by or on behalf of the Owners in accordance
with the Approved Plans. Wastewater Facilities that are six inches (6") or larger
in diameter may not be placed in a ROW but must be placed in a City Utility
Easement in Approved Form.
5.04.05 Possible City Assistance with Acquisition of the Off -Property
Portion of the Major Owner -Constructed Wastewater Facilities.
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5.04.05.01 Owners acknowledge that the Nolina Lift Station Improvements and
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
request the City to exercise its power of eminent domain to acquire any offsite
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
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payment from the City. If the actual costs are less than this sum, the City shall
promptly refund the excess amount to Heirloom Owner.
5.04.05.03 Heirloom Owner acknowledges and agrees that the City will not
authorize its employees, representatives, agents or consultants to commence
any efforts to acquire the Off -Property easements needed for the Major Owner -
Constructed Wastewater Facilities until the conditions in Sections 5.04.05.01
and 5.04.05.02 are met and the City has received the Eminent Domain Fiscal
Security. Failure by Heirloom Owner to satisfy the conditions set forth in
Sections 5.04.05.01 and 5.04.05.02) or to timely pay any written estimate or any
invoice in full related to the costs of acquiring the easements or Completing the
Major Owner -Constructed Wastewater Facilities shall constitute a material
breach of this Agreement.
5.04.05.04 The Eminent Domain Fiscal Security must be maintained in full force
and effect by Heirloom Owner, at no cost to the City, until the off -Property
easements for the Major Owner -Constructed Wastewater Facilities have been
acquired and the Major Owner -Constructed Wastewater Facilities have been
Completed. If any time before Completion of same the City determines that
the estimated costs to acquire the easements and/or to Complete the Major
Owner -Constructed Wastewater Facilities exceeds the amount of the Eminent
Domain Fiscal Security then in effect, the City shall notify Heirloom Owner of
the cost increase and the new required amount and Heirloom Owner shall,
within thirty (30) days after receipt of the notice, provide an amended or
substituted Eminent Domain Fiscal Security with a payment amount equal to
the new increased required amount stated in the notice.
5.04.05.05 Heirloom Owner shall have no right to use and/or draw on the
Eminent Domain Fiscal Security. The City shall have the right but not the
obligation, to use and/or draw on the Eminent Domain Fiscal Security to
acquire, or cause the acquisition of, the off -Property easements for the Major
Owner -Constructed Wastewater Facilities and/or to Complete, or cause
Completion of, the Major Owner -Constructed Wastewater Facilities, in its sole
discretion. If the City acquires the easements, the amount of the Eminent
Domain Fiscal Security may be reduced to the amount that is 125% of the City -
approved then -current Engineer's estimated cost to Complete the Major
Owner -Constructed Wastewater Facilities If the City acquires the Easement,
after such acquisition, Heirloom Owner may send a written notice to the City
stating that it will construct the Major Owner -Constructed Wastewater
Facilities, and after Developer Completes, or causes Completion of same, the
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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 Compensation"), which 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. Fire Service.
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 platted portions of the Property from two (2) points of entry via Completed
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 that
is adjacent to Primary Collector Segment 3 and no smaller than three (3) acres for
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
appraisal performed by an independent, mutually acceptable, third -party certified
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
Heirloom Owner shall have no further obligation to sell the fire station site to the
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
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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
City accept ownership of or responsibility for the Private Drainage Facilities, or any other
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.
ARTICLE 6. TRANSPORTATION REQUIREMENTS
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, rop vided
liozvever, 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.
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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 Primary
Collector must include dedication to the City by the applicable Owner of the full
right-of-way width (94 feet wide). Final plat applications containing Lots adjacent
to the Primary Collector/Ronald Reagan Blvd. Intersection and the Primary
Collector/Williams Drive Intersection must include dedication of all land needed
for those Intersection Improvements.
6.05.02 Construction plans for the Primary Collector must reflect the
Completion of the full cross section for a "major collector" roadway for the portion
of the Primary Collector shown on an application for final plat approval.
6.05.03 Primary Collector Segment 1 shall be Completed by Heirloom
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 Heirloom
Owner not later than the first to occur of the following two events: (a) before and
as a condition of the City's approval of a final plat for any portion of the Property
adjacent to Primary Collector Segment 2; or (b) at the time of Completion of, and
as a condition of the City's acceptance of, Primary Collector Segment 3.
6.05.05 Primary Collector Segment 3 shall be Completed by Heirloom
Owner prior to and as a condition of the City's approval of the first final plat for
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 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 Arterial/Williams Drive Intersection and the Primary
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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 continuing 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.
6.06.01.04If 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. CR-248.
6.07.01 The Parties acknowledge that CR 248 is an existing County roadway
bisecting Property running from north to south, and that its right-of-way width
varies. In order to make CR 248 meet the City's standards for a "minor arterial,"
Owner shall dedicate such additional right-of-way out of the Property as is needed
to make the width of CR 248 be 110 feet (110'), and thus comply with the City's
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 (2) twelve -foot (12') wide (2) travel lanes (one (1) in each direction),
and a sixteen foot (16') wide center turn lane. Heirloom Owner must also
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simultaneously Complete two (2) ten -foot (10') sidewalks (one on each side of CR
248) situated within the right-of-way.
6.07.03 Heirloom Owner may Complete the improvements to CR 248
described in Section 6.07.02 in segments or phases subject to the following
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
Intersection must include dedication of all land needed for those Intersection
Improvements.
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
purchase 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
and conditions of the Interlocal Agreement (defined in Section 4.01.02).
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
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cause Completion to occur, of the Intersection Improvements in compliance with the
Applicable Laws when required by the following subsections:
6.10.01 Primary Collector/Ronald Reagan Boulevard Intersection: Except as
otherwise provided in this Section, Heirloom Owner shall Complete those
Intersection Improvements related to the Primary Collector/Ronald Reagan
Boulevard Intersection that are specified and required by the County in connection
with and in coordination with County's timing and efforts to expand Ronald
Reagan Boulevard. Heirloom Owner shall provide the City with written
documentation describing the County's requirements for the Intersection
Improvements prepared and signed by a duly authorized representative of the
County, together with documentation from the County describing its schedule for
work on the portion of Ronald Reagan Blvd. adjacent to the Property with the
construction plans submitted to the City for Primary Collector Segment 1.
6.10.02 Primary Collector/CR 248 Intersection: 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 3, if
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
(or Primary Collector Segment 3, if that segment is to be Completed before Primary
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 the Primary Collector/CR 248 Intersection, the Warrant
Study and Traffic Signalization requirements in Section 6.11 will not apply.
6.10.03 Primary Collector/Williams Drive Intersection: Heirloom Owner
shall Complete all Intersection Improvements specified and required by the City,
the County, or TxDOT to control traffic traveling to or from the Primary Collector
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 describing the Intersection Improvements
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prepared and signed by a duly authorized representative of the County or TxDOT,
as applicable, with the construction plans for Primary Collector Segment 3.
6.10.04 Primary Arterial/Williams Drive Intersection: Heirloom Owner shall
Complete all Intersection Improvements specified and required by the City, the
County, or TxDOT not later than the Completion of the portion of the Primary
Arterial that connects to Williams Drive and as a condition of the City's acceptance
of the Primary Arterial for ownership and maintenance (or that portion of the
Primary Arterial that connects to Williams Drive if the Primary Arterial is
Completed in phases). 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
the Primary Arterial. If the intersection is to be owned and controlled by the
County or TxDOT, Heirloom Owner shall provide the City with written
documentation describing the Intersection Improvements prepared and signed by
a duly authorized representative of the County or TxDOT, as applicable, with the
construction plans for the Primary Arterial. The Parties agree that the Heirloom
Owner shall not be required to install or Complete Traffic Signalization
Improvements at the Primary Arterial/Williams Drive Intersection, but must
instead pay one hundred percent (100%) of the actual costs incurred by the City
for design and construction of said Traffic Signalization Improvements. Payment
from Heirloom Owner must be received by the City not later than thirty (30) days
after the City provides Heirloom Owner with a written invoice for same. Failure
to pay the amount when due shall be a material default of this Agreement.
6.10.05 Primary Arterial/CR 248 Intersection: 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
Transportation Plan), and Complete all Intersection Improvements required by the
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.
6.11. Warrant Studies and Traffic Signalization.
6.11.01 Except as may be allowed by the City for Primary Collector/CR 248
Intersection and the Primary Arterial/CR 248 Intersection, Heirloom Owner shall
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submit a Warrant Study simultaneously with submittal of construction plans for
each Transportation Improvement or phase or segment thereof.
6.11.02 If a Warrant Study required under Section 6.11.01 of this Agreement
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 Agreement
indicates that traffic signal improvements are required at the Intersection, then
within sixty (60) days after the date of the applicable Warrant Study, Heirloom
Owner shall provide to the City (i) a description of any land owned by a person or
entity that is not a Party to this Agreement that is needed in order to install the
Intersection Improvements at the Intersection, (ii) an appraiser's estimate of the
cost to acquire such land, and (iii) an engineer's description and cost estimate for
the traffic signalization improvements and other Intersection Improvements for
the Intersection (for purposes of this subsection, the traffic signalization
improvements will be assumed to be substantially similar to those indicated as
necessary by the applicable and most current Warrant Study and the remaining
Intersection Improvements are to be consistent with the City"s standards), together
with fiscal security for the City for any such land and the Intersection
Improvements in the form set out in Exhibit "F" issued by an issuer with at least
the City's minimum acceptable rating established under the City's financial
institution rating system in effect and otherwise reasonably acceptable to the City
with a payment amount equal to the amount that is 125% of the amount set out in
such cost estimate. Heirloom Owner must keep the fiscal security in place until
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 Section
6.11.03 but the required Intersection Improvements for the Intersection are not
Completed and accepted in writing by the City, the County, or TxDOT, as
applicable, before the date that is forty-five (45) days before the expiration of the
fiscal security, Heirloom Owner shall obtain and submit to the City an updated
engineer's cost estimate of any applicable land and the Intersection Improvements,
and an updated fiscal security instrument in favor of the City in the form set out
in Exhibit "F" issued by an issuer with at least the City's minimum acceptable
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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.
ARTICLE 7. CONVEYANCES AND ACCEPTANCES
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 or plat, must be submitted to the City Attorney for review and approval and
must be accompanied by the required Dedication Documentation.
7.02. Completion Documentation. No Public Improvement will be considered for
acceptance for ownership and maintenance by the City unless and until Completion
occurs 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.
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7.04. Encumbrances and Liens. If the Dedication Documentation includes an
ownership and lien affidavit and the affidavit shows a lien or other monetary
encumbrance which affects and encumbers all or any portion of the area to be dedicated
or conveyed to the City, Owner shall cause the holder of such lien or other monetary
encumbrance to subordinate such lien or other monetary encumbrance as per the
applicable Approved Form.
7.05. Costs. The costs incurred to convey easements and to grant Licenses to Encroach
(defined in Section 7.08) (including costs of acquisition, recording, and preparation of the
Dedication Documentation and costs of issuing title policies required by this Agreement)
are the responsibility of Heirloom Owner.
7.06. Title Policies. If the Dedication Documentation includes a title commitment,
Developer will provide title insurance using the values acceptable to the City and will
cause the subordination of any liens or other monetary encumbrances reflected on the
commitment before the easement is granted to the City. Only the standard pre-printed
exceptions and any non -monetary encumbrances approved in advance and in writing by
the City Attorney will be reflected on a title policy.
7.07. Access Easements. If no public road exists providing access to the Owner -
Constructed Major Water Facilities, Owner -Constructed Major Wastewater Facilities, the
Heirloom Lift Station Site, or easements for any other Public Improvements when the
applicable easement or deed, as applicable, is granted, Owner shall grant, or cause to be
granted, an Access Easement, in a location and of a size determined by the City during
the City's review and approval of construction plans and final plats, sufficient to allow
the City and its authorized agents to access the applicable improvement via an Access
Road until such time as a public road providing such access is Complete. Each Access
Easement will terminate as each portion thereof is included within an easement or right
of way shown on a recorded plat.
7.08. Licenses to Encroach. Developer may request authorization under City Code of
Ordinances Section 12.08 or 12.09, or Section 3.21 of the UDC (as applicable) (each, for
purposes of this Agreement, a "License to Encroach") to allow perpendicular crossings
of the Owner -Constructed Major Water Facilities, Owner -Constructed Major Wastewater
Facilities, or an Access Easement. Each License to Encroach will be in Approved Form.
ARTICLE 8. DEFAULT AND REMEDIES.
8.01. Owner Default.
8.01.01 Non -Monetary Default. Except as otherwise provided in Section
8.01.04 of this Agreement, in the event of a default by Owner under this Agreement
or a Related Document that cannot be cured by the payment of money to the City
("Non-Moneta ry Defaul t"), the City may give the applicable Owner written Notice
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specifying the Non -Monetary Default. The applicable Owner shall be allowed
thirty (30) days to cure the Non -Monetary Default after the date of Notice thereof
is issued by the City; if however, the applicable Owner has commenced
performance of or compliance with its obligations with the thirty (30) day period,
the applicable Owner shall be allowed up to ninety (90) days from the date of the
City's Notice to cure the non-performance or non-compliance. During the event
of Non -Monetary Default, the City shall not be required to process any
applications, issue any approvals, or grant any permits to such applicable Owner
for any Development or other City approvals pertaining to such Owner's portion
of the Property.
8.01.02 Monetary Default. Except as otherwise provided in Section 8.01.04
of this Agreement, in the event of default by an Owner under this Agreement or a
Related Document that can be cured by the payment of money to the City
("Monetary Default"), the City may give such Owner written Notice specifying
the default and amount owed. The applicable Owner shall be allowed seven (7)
days after receipt of the Notice specifying the Monetary Default to cure the
Monetary Default, after which the City shall not be required to process any
applications, issue any approvals, or grant any permits to such applicable Owner
for any Development or other City approvals pertaining to such Owner's portion
of the Property until the Monetary Default is cured.
8.01.03 Uncured Owner Defaults. Except as otherwise provided in Section
8.01.01 and Section 8.01.04 of this Agreement, if a Non -Monetary or Monetary
Default is not cured within the applicable cure period, and if the City has not
waived the default in writing, then after the expiration of the applicable cure
period, the City may, in its sole discretion, and without prejudice to any other
right or remedy allowed under this Agreement, seek any other relief available at
law or in equity, all of which are cumulative and are in addition to any other right
or remedy given under this Agreement which may now or subsequently exist in
law or in equity by statute or otherwise, and the exercise of any one remedy does
not preclude the exercise of another.
8.01.04 Owners' Respective Liability. Except as expressly set forth herein:
(a) the liabilities, obligations and responsibilities under this Agreement of each
Owner, or their permitted successors and assigns, are several, and not joint; and
(b) no Owner of the Property or any portion thereof, or their permitted successors
or assigns, will be in default under this Agreement or otherwise liable or
responsible for any default which is not caused by such landowner or by any
person acting by, through or under such Owner or successor or assign.
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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) arising from the 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 (10) days after the first occurrence thereof. The obligations 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.
ARTICLE 9. TERM
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.
ARTICLE 10. PUBLIC IMPROVEMENT DISTRICT
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.
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10.02. Cooperation. The City, GISD and Heirloom shall cooperate in good faith and in a
diligent manner to cause the approval by the City of the PID Creation Resolution and the
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
conditions 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.
10.04. Compliance with the City's 2018 PID Policy.
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].
10.04.03 If Heirloom Owner agrees to construct the entire length of the
Primary Collector with the first final plat of the Property (rather than over time in
three phased segments and as may be addressed further in the PID Documents)
then the City Council will include in the PID Documents provisions granting
variances from 2018 PID Policy Article V, Section 1 and Section 10 for the first PID
bond issuance to allow the minimum appraised value to lien ratio at the date of
said first PID bond issuance to be 2:1 (rather than 4:1 per 2018 PID Policy Article
V, Section 1) and to allow disbursement of PID bond proceeds for the construction
of the Primary Collector prior to Completion of the Primary Collector (rather than
after Completion per 2018 PID Policy Article V, Section 10). Notwithstanding the
generality of the foregoing sentence, Heirloom Owners understand and agree that
the City Council will condition its consent on inclusion in the PID Documents of
special conditions including, for example, the following: (a) a requirement for an
appraisal of the applicable parcels prepared by an appraiser selected by the City
with all reasonable appraisal fees to be paid by Heirloom Owner; (b) Heirloom
Owner's evidence of financial security to fund the Completion of the Primary
Collector (prior to any use of PID assessments or PID bond proceeds) in the
amount of the difference between the City -approved Engineer's cost estimate for
Completion of the entire length of the Primary Collector (all three segments) and
the amount of proceeds generated by the first PID bond issuance, which form of
fiscal security shall be in cash or such other form of security acceptable to the City
pursuant to the PID Documents; (c) terms and conditions regarding Completion
Heirloom - Development and Utility Construction Agreement
Page 36 of 47
of the Primary Collector and disbursement of PID bond proceeds acceptable to the
City; and (d) other conditions deemed advisable or necessary by the City in its sole
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 1 and Section 10 for any subsequent PID bond issuances or for any other
reasons. .
ARTICLE 11. MISCELLANEOUS
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.
11.02. Agreement to Run with the Property. Subject to Section 11.03, this Agreement
and the rights and obligations of Owners shall run with the land (the Property).
11.03. Assignment and Delegation.
11.03.01 General. Except as provided in Section 11.03.02, no Party may
assign any of its rights or delegate any of its obligations under this Agreement
without the prior written consent of the other Parties. All other assignments of
rights and delegations of duties are prohibited under this Section 11.03.01 and
void ab initio, whether they are voluntary or involuntary, by merger (unless the
Party is the surviving entity), consolidation, dissolution, operation of law, or any
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; require the assignee to assume such assigned rights and delegated
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 Agreement, and such Owner will remain jointly and severally responsible
to the City for the performance of the assigned or delegated obligations.
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.
11.03.03 No Assignment of PID Assessments or PID Bond Proceeds. No
assignment of any rights or delegations of any obligations of an Owner under this
Agreement 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
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. Effect of Foreclosure. It is specifically intended that this Agreement, and all terms,
conditions and covenants herein, shall survive a transfer, conveyance, or assignment
occasioned by the exercise of foreclosure of lien rights by a 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 provision, and such Party may at any time thereafter insist upon strict performance
of any and all of the provisions of this Agreement.
Heirloom - Development and Utility Construction Agreement
Page 39 of 47
11.08. Severability. If any provision of this Agreement is determined to be invalid,
illegal, or unenforceable, the remaining provisions of this Agreement shall not apply, and
the Agreement shall be considered to be terminated by mutual agreement of the parties.
11.09. Governing Law/Venue. The laws of the State of Texas (without giving effect to
its conflict of laws principles) govern all matters arising out of or relating to this
Agreement and the transactions it contemplates, including, without limitation, its
interpretation, construction, performance, and enforcement. Venue over any legal action
or proceeding against any other Party arising out of or relating to this Agreement shall
be in Williamson County, Texas.
11.10. Signature Warranties. Each of the Parties hereby represent and warrant on behalf
of itself that the Party has full power to execute and deliver and perform the terms, duties,
and obligations of this Agreement and all the foregoing has been duly and validly
authorized by all necessary proceedings. This Agreement constitutes the legal, valid and
binding obligations of the Parties, enforceable in accordance with its terms.
11.11. Counterparts. The Parties may execute this Agreement in multiple counterparts,
each of which constitutes an original, and all of which, collectively, constitute only one
Agreement. The signatures of all the Parties need not appear on the same counterpart,
and delivery of an executed counterpart signature page via e-mail or by facsimile is as
effective as executing and delivering this Agreement in the presence of the other Parties
to this Agreement.
11.12. Recording. This Agreement may be recorded by the City at the expense of
Heirloom Owner in the Official Public Records of Williamson County, Texas.
11.13. Entire Agreement. This Agreement and the attached Exhibits contain the entire
agreement between the Parties and correctly sets forth the rights, duties, and obligations
of each to the other as of the Effective Date. Any oral representations or modifications or
amendments concerning this Agreement shall be of no force or effect except a subsequent
written amendment to this Agreement executed by duly authorized representatives of all
Parties.
11.14. Notice. 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 provided) with confirming copy sent by one of the other described methods of
notice set forth. Notice by United States mail will be effective on the earlier of the date of
receipt or three (3) days after the date of mailing. Notice given in any other manner will
Heirloom — Development and Utility Construction Agreement
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
City Hall
808 Martin Luther King Jr. St.
Georgetown, Texas 78626-5527
With a copy to:
City Attorney
City of Georgetown
City Hall
808 Martin Luther King Jr. St.
Georgetown, Texas 78626-5527
If to Heirloom Owner:
Heirloom Owner
Attn: John Landwehr
4215 W. Lovers Lane, Ste 150
Dallas, TX 75209
Email: �Il andN chr(cL),columnarinvestmcnts.wm
Heirloom Owner
Attn: Logan Kimble
7600 N. Capital of Texas Hwy, Bldg. C, Ste. 160
Austin, TX 78731
Email: lkimble(a�,columnarinvestments.com
With a copy to: Metcalfe Wolff Stuart and Williams, LLP
221 West bth St., Suite 1300
Austin, TX 78701
Attn: Talley Williams
Fax: (512) 404-2245
Email: tilliams@mwswtexas.com
If to GISD: Georgetown Independent School District
507 E. University Ave.
Georgetown, Texas 78626
Heirloom — Development and Utility Construction Agreement
Page 41 of 47
Attn: Dr. Devin Padavil
Telephone: (512) 943-5000
Email: padavild0georgetownisd.org
With copy to: Joshua Schroeder
Sneed, Vine & Perry, P.C.
108 East 8th Street
Georgetown, Texas 78626
Telephone: (512) 930-9775
Email: ischroeder((Osneedvine.com
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 Agreement. 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 by any provision of this Agreement, notwithstanding anything in this Agreement
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,
if any, that the United States government has affirmatively declared to be excluded
from its federal sanctions regime relating to Sudan or Iran or any federal sanctions
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 verifies
that it and its parent company, wholly- or majority -owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate against a firearm entity or firearm trade association during the term
of this Agreement. As used in the foregoing verification, "discriminate against a
firearm entity or firearm trade association" has the meaning provided in Section
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 companies" has the meaning provided in Section 2276.001(1), Government
Code.
11.17. Cooperation.
11.17.01 The Parties agree to execute such further documents or instruments
as may be necessary to evidence their agreements 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 Code, a plan or plat for all or any part of the Property is deemed to be filed
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.
ARTICLE 12. EFFECT OF RECITALS.
12.01. The Recitals in this Agreement are found and agreed to be true and correct and are
incorporated into this Agreement by reference as if set forth in full.
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:
Exhibit A-1
Heirloom Tx Property Description
Exhibit A-2
Heirloom East Property Description
Exhibit A-3
GISD Property Description
Exhibit B-1
Additional Land Development Standards
Exhibit B-2
Additional Land Development Checklist
Exhibit C
Conceptual Transportation Plan
Exhibit D
Conce tual Water and Wastewater Plan
Exhibit E
Form of Maintenance Agreement
Exhibit F
Form of Fiscal Security
Heirloom — Development and Utility Construction Agreement
Page 44 of 47
CITY:
ATTEST:
By:
Robyn Dens -1ore, City Secretary
Approved as to form:
By: V40L
Skye asson, City Attorney
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN, TEXAS
Kevin Pitts, Mayor Pro Tem
This i strument was ack owledged before me on the ��'day of
i ifs 2025, by ,„,a�y4t'o or ofCity of Georgetown, Texas, a
ho e- le city, on behalf of the City. �
(seal) „��,LINDA RUTH WHITE
-�•�`� Notary ublic Signature
�:°•`{ �: Notary Public,! of Texas
Comm. Expires O5-24-2028
Notary ID 124936,123
Heirloom — Development and Utility Construction Agreement
Page 45 of 47
OWNER: HEIRLOOMTX, LLC, a Delaware limited
liability company
B
Name:
Title: Manager
Date: August 22, 2025
STATE OF INDIANA §
§
COUNTY OF VANDERBURGH §
This instrument was acknowledged before me on the 7?nci day of
August 1 2025, by Daniel A. Traylor ,
MOna4c-,r of HEIRLOOMTX, LLC, a Delaware limited
liability company, on behalf of said limited liability company.
(seal)
Yrp �'��i ASHLEY L.::;HAKE
tP• •�e Notary Public, Stste of Indiene ary Publiciignature
;SEAL "� Vanderburgh County
? + •, * Commission Numhor NP0735902
uuNP``�� MSept mber�02 2029on 9
'" HEIRLOOM EAST TX, LLC, a Delaware
limited liability compymy A
Title:
Date:
STATE OF INDIANA §
§
COUNTY OF VANDERBURGH §
This instrument was acknowledged before me on the 22nd day of
August 2025, by Daniel A. Traylor
¢ ►� of HEIRLOOM EAST TX, LLC, a Delaware limited
liability company, on behalf of said limited liability company.
(seal
L
YP''''% ASHLEY L. SHAKE
�'Notary Public, State of IndianaSEAL:"= Vanderburgh County Notary Public ature
Commission Number NP0735962
+01A'A% MY Commission Expires
Heirloom — t b Agreement
Page 46 of 47
OWNER:
STATE OF
§
COUNTY OF ICl �iS6
GEORGETOWN INDEPENDENT SCHOOL
DISTRICT, a political subdivision of the State of
Texas
411
This instrument was acknowledged before me on day of
c 202 , by _
of Georgetown Independent School District, a
political subdivision of the State of Texas, on behalf of said entity.
`eall
MICHELLE L BARLOW
t • k'. NOTARY PUBLIC
� STATE OF TEXAS NotaryPublic Signature
•'•y��,�.� MY COMM. EXP.0711a128 g
NOTARY 10 129011237
Heirloom - Development and Utility Construction Agreement
Page 47 of 47
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'G.I.S.D. WEST SIDE
FINAL PLAT
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Exhibit B-1
Additional Land Development Standards
Materials Standards'
The intent of the building material standards is to promote quality design, aesthetic value,
visual appeal and the use of durable materials that reflect the characteristics of traditional
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 housing types and architectural styles. Architectural styles that will be supported may
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.
' See PUD Exhibit A, Page 11 Material Standards
Page 1 of 9
Exhibit B-1
Additional Land Development Standards
Building Articulation z
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:
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.
2 See UDC Sec. 7.03.050
Page 2 of 9
Exhibit B-1
Additional Land Development Standards
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.
D. Architectural Features.
In addition to the horizontal and vertical articulation requirements, all building
walls shall incorporate at least three of the architectural features listed in
Subsections 1. and 2. below. Building walls greater than 100 feet in length or
buildings greater than 30 feet in height shall incorporate an additional two items
from Subsection 2. below.
1. Awnings, canopies, arcades, alcoves, windows, projections, recessed entries
ornamental cornices, pillar posts, decorative light features, variation in
building wall materials, integrated planters or water features or other similar
building element features as approved by the Director or their designee.
2. Offsets, covered porches, stepped -back heights, porticos, varied wall surfaces,
or other similar building elements as approved by the Director or their
designee.
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 protected from incompatible uses. All housing types in the RS District shall use the
lot, dimensional and design standards of the District.
3 See UDC Sec. 6.02.050
Page 3 of 9
Exhibit B-1
Additional Land Development Standards
A. Lot and Dimensional Standards.
RS - Residential Single -Family
Lot Size, minimumsquare feet
5,500
Lot Width, minimum feet
45
Corner Lot Width, minimum feet
55
Front Setback, minimum feet
20
Side Setback, minimum feet
6
Rear Setback, minimum feet
10
Side/Rear Street Setback, minimum
feet
15
Street Facing Garage Setback,
minimum feet
25
Unloaded Street Setback, minimum
feet
20
Building Height, maximum feet
35
Impervious Cover, maximum %
I See Section 11.02
B. Allowed Uses.
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).
STREET
Page 4 of 9
Exhibit B-1
Additional Land Development Standards
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.
C. Residential Design Standards.
The design standards below apply to all development in the RS District in
addition to the site design standards in Section 6.06.
1.Similarity Restrictions.
Except as provided in Subsection a. below, no new dwelling that is similar
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 11,
2003.
I I
■ ■
X
Corner
Lotl
"I
Page 5 of 9
C.
Exhibit B-1
Additional Land Development Standards
ii. Dwellings within a housing diversity development, where a unified
plan containing similarity of architectural form and style among
dwellings is integral to such a plan.
Differences in Appearance.
i. Differences in bulk and massing shall be reviewed for the lots on either
side of the proposed dwelling on the same side of the street, as shown
in the following illustrations.
ii. Where lots are interrupted by an intervening street, public parkland, or
similar feature of at least 50 feet in width, no review shall be necessary.
iii. The proposed building shall be considered different from any vacant lot
for which no building permit has been issued without requiring further
documentation.
Differentiation. The proposed dwelling shall differ from other applicable
dwellings in at least two of the five criteria listed below.
i. The dwelling is a different housing type.
• Single-family detached;
• Single-family attached; or
• Single-family, zero lot line.
ii. The dwelling differs in the number of full stories.
• Single -story; or
• Two-story.
iii. The dwelling has a different type of garage.
• Front -loaded garage (one- or two -car);
• Side -loaded garage; or
• Detached garage.
.I AV
Ilu
GADI i
YAIC;APM • GAMDREI_
Page 6 of 9
Exhibit B-1
Additional Land Development Standards
iv. The dwelling has a different roof type.
• 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
part of the plat.
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
being requested is similar in appearance based on the
standards above, the Building Permit shall be denied.
2. Single -Family, Attached.
A single-family, attached dwelling is allowed using the lot and design
standards of the RS District, in addition to the following criteria:
Page 7 of 9
Exhibit B-1
Additional Land Development Standards
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
iii. A 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.
g. 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.
D. Non -Residential and Accessory Design Standards.
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.
Page 8 of 9
Exhibit B-1
Additional Land Development Standards
3. Residential accessory structures shall not exceed the height of the principal
residential structure.
E. Other Requirements of this Chapter.
1. Dimensional Interpretations and Exceptions, Section 6.04.
2. Accessory Structures, Garages and Carports, Section 6.05.
Page 9 of 9
Exhibit B-2
Additional Land Development Standards Checklist
Exterial Material Treatment
Criteria Builder Representative Signature
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.
Building 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
Builder Representative Signature
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
The wall is screened by a High Level Bufferyard
that includes a solid screening wall
Page 1 of 4
Building Articulation - Horizontal Articulation (Footprint)
Criteria
Builder Representative Signature
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
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
Builder Representative Signature
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
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
Page 2 of 4
Architectural Features
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
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
Residential Single -Family District
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 protected from
incompatible uses. All housing types in the RS District shall use the lot, dimensional and
design standards of the District.
Lot and Dimensional Standards - RS - Residential Single-
Builder Representative Signature
RS - Residential Single -Family 5,500
RS - Residential Single -Family 45
Corner Lot Width, minimum feet 55
Front Setback, minimum feet 20
Side Setback, minimum feet 6
Rear Setback, minimum feet 10
Side/Rear Street Setback, minimum feet 15
Street Facing Garage Setback, minimum feet 25
Unloaded Street Setback, minimum feet 20
Impervious Cover, maximum % See Section 11.02
Page 3 of 4
Allowed Uses
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 met)
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
RS 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
Page 4of4
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Exhibit E
MAINTENANCE AGREEMENT
HEIRLOOM HOMEOWNERS ASSOCIATION, INC.
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Parkland Maintenance Agreement (this "Agreement") 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
"City"), Heirloom East Tx, LLC, a Delaware limited liability company ("Heirloom East"),
HEIRLOOMTX, LLC, a Delaware limited liability company ("Heirloom Tx") (collectively
the "Heirloom Owners"), HEIRLOOM HOMEOWNERS ASSOCIATION, INC., a
Texas non-profit corporation (the "Ass _ociation"), (individually, a "Party" and
collectively, the "Parties"), and is as follows:
RECITALS
WHEREAS, the Heirloom Subdivision is a subdivision development and public
improvement district within the City's corporate limits known as the Heirloom
Public Improvement District (the "District") authorized by Resolution No.
passed and approved by the Georgetown City Council on
2025 (the "PID Creation Resolution") containing
approximately contiguous acres and having (at full build out) a mix of
residential, commercial, and school (civic) uses; and
WHEREAS, the City, Heirloom Owners, and the Georgetown Independent School
District are parties to that certain Development Agreement dated to be effective on
2025 and recorded in the Official Public Records of
Williamson County, Texas as Document No. (the "Development
Agreement") which, among other things, requires creation of the Association and
perpetual maintenance by the Association of the Parkland, the Parkland
Improvements, the Parkland Trails, and the Private Drainage Facilities (each as
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 "Owner") in 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
Page 1 of 12
Exhibit E
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
Improvement District" between the City, the Heirloom Owners, and the Georgetown
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 other good and valuable consideration, the receipt
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.
Page 2 of 12
Exhibit E
2. DEFINITIONS. In addition to the terms defined in the Recitals to this Agreement,
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 the
purposes of, among other things, funding its obligations under this Agreement.
2.2 "Parkland" has the meaning given in the Development Agreement. The term
shall also include the Public Drainage Easements, defined below.
2.3 "Parkland Improvements" has the meaning given in the Development
Agreement.
2.4 "Parkland Trails" has the meaning given in the Development Agreement.
2.5 "Private Drainage Facilities" has the meaning given in the Development
Agreement.
3. GRANT OF LICENSE. The City hereby grants the Association, and its duly
authorized agents, a license to enter the Parkland for the purpose of performing,
or causing to be performed, the maintenance responsibilities of the Association
described in Section 4 of this Agreement.
4. MAINTENANCE REQUIREMENTS.
4.1 The Association shall, at its sole cost and expense, perform or cause to be
performed, all maintenance work for the Parkland, Parkland Trails, and
Parkland Improvements, including, but not limited to, regular irrigation,
mowing, edging, trimming of shrubs and other plantings, weed and ant
control, irrigation system and trail maintenance and repair, and equipment
maintenance and repair. The Association shall be solely responsible for such
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 be
performed, all maintenance and repair work related to the Private Drainage
Facilities including, but not limited to, regular mowing, clearing, and weed
control, and keeping the areas free of all trash and debris and proper
functioning as drainage facilities.
4.3 If damages to public infrastructure occur as a result of poor or inadequate
maintenance of the Parkland, Parkland Trails, or Parkland Improvements,
the Association shall pay the City for full reimbursement of all reasonable
costs the City incurs repairing damages to the public infrastructure.
4.4 Beginning after the Effective Date, between the dates December 1st and
February 28th of the following year, and any time there is a possibility of
freezing temperatures, the Association shall turn off the irrigation systems'
Page 3 of 12
Exhibit E
timers and shall only operate the irrigation systems manually in order to
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. HOA ASSESSMENTS/HEIRLOOM OWNER RESPONSIBILITIES.
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.
7. CITY RIGHTS AND RESPONSIBILITIES FOR PARKLAND, PARKLAND
TRAILS, AND PARKLAND IMPROVEMENTS.
7.1 This Agreement is expressly subject and subordinate to the present and
future right of the City, its successors, assigns, lessees, grantees, and
licensees, to construct, install, establish, maintain, use, operate, and renew
any public utility facilities, or franchised public utilities, on, over, or under the
Parkland.
7.2 The City shall be responsible for installing and maintaining one or more
master meters to provide water and electric service to the Parkland, and for
paying for water and electric service to the Parkland.
7.3 Nothing in this Agreement shall be construed to limit in any way the power
of the City to alter or improve the Parkland, Parkland Improvements, or the
Parkland Trail pursuant to official action by the City or its successors. The
City shall endeavor to provide the Association with notice of proposed
Page 4 of 12
Exhibit E
alternations or improvements but shall be under no obligation to do so
prior to commencement of work.
8. INSURANCE.
8.1 Prior to the commencement of any work in the Parkland under this
Agreement, the Association shall furnish copies of all required
endorsements and an original completed Certificate(s) of Insurance to the
City's City Manager, which shall be clearly labeled with the legal name of
the 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
Agreement. In no instance will the City allow 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; therefore,
subject to the Association's right to maintain reasonable deductibles in
such amounts as are approved by the City, the Association shall obtain
and maintain in full force and effect for the duration of this Agreement,
and any extension hereof, at the Association's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and
admitted to do business in the State of Texas and with an A.M. Best's
Page 5 of 12
Exhibit E
rating of no less than A- (VII), in the following types and for an amount
not less than the amount listed:
orkers' Compensation
ployers' Liability
rcial General Liability Insurance
coverage for the following:
Premises operations
*b. Independent Contractors
Products/completed operations
Personal Injury
Contractual Liability
t'f. Environmental Impairment/Impact
Sufficiently broad to cover disposal liability
fg. Broad form property damage, to incluc
legal liability
Automobile Liability
wned/leased vehicle
on -owned vehicle
Vehicles
tutory
1,000,000 / $1,000,000 / $1,000,000
or Bodily Injury and Proper
>amage of $1,000,000 pi
ccurrence; $2,000,000 Gener
►ggregate, or its equivalent
lmbrella or Excess Liabili
age
-ombined Single Limit for Bodil
njury and Property Damage of
P1,000,000 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
Page 6 of 12
Exhibit E
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
8.5.3 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 the
extent to which the Association may be held responsible for payments of
damages to persons or property resulting from the Association's
performance of the work covered under this Agreement.
Page 7 of 12
Exhibit E
8.8 It is agreed that the Association's insurance shall be deemed primary and
non- contributory with respect to any insurance or self-insurance carried by
the City for liability arising out of operations under this Agreement.
8.9 It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this Agreement.
9. INDEMNIFICATION. THE ASSOCIATION INDEMNIFIES THE CITY ONLY
FOR CLAIMS ATTRIBUTED TO THE ASSOCIATION AND THE
ASSOCIATION ASSUMES ENTIRE RESPONSIBILITY AND LIABILITY FOR
ANY CLAIM OR ACTIONS BASED ON OR ARISING OUT OF INJURIES,
INCLUDING DEATH, TO PERSONS OR DAMAGES TO OR DESTRUCTION OF
PROPERTY, SUSTAINED OR ALLEGED TO HAVE BEEN SUSTAINED IN
CONNECTION WITH OR TO HAVE ARISEN OUT OF OR INCIDENTAL TO
THE PERFORMANCE OF THE MAINTENANCE SERVICES DESCRIBED IN
THIS AGREEMENT BY THE ASSOCIATION, ITS AGENTS AND EMPLOYEES,
AND ITS SUBCONTRACTORS, THEIR AGENTS AND EMPLOYEES.
10. TERMINATION
10.1 Termination by the Association. This Agreementmay notbe terminatedby the
Association.
10.2 Termination by the City, This Agreement maybe terminated at any time by the
City, if such revocation is reasonably determined by the City to be required by
the public interest, after providing at least 30 days written notice to the
Association. Circumstances under which the City may revoke this Agreement,
pursuant to this subsection include, but are not limited to, the following:
10.2.1 Use of the Parkland becomes necessary for a different public purpose;
or
10.2.2 Despite 30 days written notice, the Association fails to maintain or
make necessary alterations to prevent deterioration of the aesthetic
or functional integrity of the Parkland, Parkland Improvements, or
Parkland Trail; or
10.2.3 The Association fails to comply with the terms and conditions of this
Agreement, including but not limited to, the insurance requirements
specified herein.
10.3 Once this Agreement has been terminated, the City will perform maintenance
on the Parkland, Parkland Improvements, and Parkland Trail consistent with
Page 8 of 12
Exhibit E
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.
11. 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. 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 Severability. 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 Headings. The paragraph headings contained herein are for convenience of
reference and are not intended to define, extend, or limit any provisions of this
Agreement.
12.6 Jurisdiction and Venue. This Agreement will be interpreted according to the
Constitution and laws of the State of Texas. Venue of any court action brought
directly or indirectly by reason of this Agreement shall be in Williamson
County, Texas. This Agreement is made and is to be performed in Williamson
County, Texas, and is governed by the laws of the State of Texas.
Page 9 of 12
Exhibit E
12.7 Authorization. The signers of this Agreement each hereby represents that he or
she has full authority to execute this Agreement on behalf of the Party for
which he or she is acting.
12.8 l':ntire Agreement. This Agreement and any attached exhibits contain the final
and entire agreement between the Parties hereto and contain all of the terms
and conditions agreed upon, and supersedes all other agreements, oral or
otherwise, regarding the maintenance of the 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, Inc. a
Texas non-profit corporation
By:
Name:
Title:
Address for Notice:
THE STATE OF TEXAS §
COUNTY OF §
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.
By:
NOTARY PUBLIC, STATE OF TEXAS
Page 10 of 12
Exhibit E
THE CITY:
City of Georgetown, Texas, a home -rule
municipality
Josh Schroeder, Mayor
ATTEST:
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
Skye Masson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of
2025 by Josh Schroeder, Mayor of the City of Georgetown, Texas, a home -rule
municipality, on behalf of the City of Georgetown, Texas.
liv:
NOTARY PUBLIC, STATE OF TEXAS
Pape 11 of 19
Exhibit E
HEIRLOOM OWNERS: HEIRLOOMTX, LLC, a Delaware limited
liability company
Name:
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.
(seal)
Notary Public Signature
HEIRLOOM EAST TX, LLC, a Delaware
limited liability company
Name:
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.
(seal)
Notary Public Signature
PauP 19 of 19
Exhibit F
Form of Traffic Signal Fiscal Security
Irrevocable Letter of Credit
Issuance Date: Irrevocable Letter of Credit No.
Beneficiary:
City of Georgetown, a Texas home rule municipality
Attn: Assistant City Manager
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
Owner/Applicant:
Name:
Attn:
Address:
Phone:
Fax:
Email:
Stated Amount:
Issuer:
Name:
Attn:
Address:
Phone
Fax:
Email:
Expiration Date:
U.S. DOLLARS
, 20_ at 4:00 P.M. Central Standard Time.
Exhibit F - Form of Traffic Intersection Fiscal Security
Page 1
Exhibit F
At the request and account of OWNER/APPLICANT, ISSUER hereby opens in favor of
BENEFICIARY our Irrevocable Letter of Credit for the STATED AMOUNT available by
BENEFICIARY'S draft at sight drawn on ISSUER purportedly signed by either
BENEFICIARY'S City Manager or Assistant City Manager. This Letter of Credit
authorizes BENEFICIARY to draw on ISSUER in amounts which in the aggregate shall
not exceed the STATED AMOUNT, which represents the required amount of the traffic
signal fiscal security for the (check applicable),
❑ "Primary Collector/Williams Drive Intersection"
❑ Primary Collector/Ronald Reagan Boulevard Intersection"
❑ "Primary Collector/CR 248 Intersection"
❑ "Primary Arterial/CR 248 Intersection"
❑ "Primary Arterial Intersection/William Drive Intersection"
❑ "Primary Road/Ronald Reagan Blvd. Intersection"
as said terms are defined in that certain "Development Agreement between
OWNER/APPLICANT, et al. dated to be effective on
2025 (the "AGREEMENT")
pertaining to design and construction of the traffic signalization improvements at said
Intersection.
Funds under this Irrevocable Letter of Credit shall be made available to the
BENEFICIARY on receipt by the ISSUER of a Sight Draft in the form attached to this
Letter of Credit as "Annex A", accompanied by the original of this Letter of Credit, and
a Certificate in the form attached to this Letter of Credit as "Annex B" dated and signed
by a purported authorized representative of the BENEFICIARY, with such signature
acknowledged, stating that the BENEFICIARY is entitled to draw under this Letter of
Credit. No further substantiation of the claim(s) shall be required.
ISSUER shall be entitled to accept a sight draft and certificate describe above under the
terms of this Letter of Credit from the City Manager or the Assistant City Manager of the
BENEFICIARY, with such signature acknowledged, without any obligation or duty to
verify the authority or identity of the person presenting the sight draft or certificate.
Partial drawings are permitted only per the terms of the AGREEMENT, but not more
Exhibit F - Form of Traffic Intersection Fiscal Security
Page 2
Exhibit F
frequently than once per month.
Upon receipt of one or more Sight Drafts described above, Issuer shall disburse the funds
to the City of Georgetown, Texas, Attn: Assistant City Manager, 808 Martin Luther King
Jr. St., Georgetown, Texas 78626, in the amount stated in the Sight Draft. Such demand(s)
will be honored if presented in person or by facsimile transmission on or before 4:00
o'clock pm Central Standard Time before the expiration date of this irrevocable letter of
credit. If demand is presented before 10:00 a.m. Central Standard Time, funds must be
received before 2:00 p.m. Central Standard Time the same day. If demand is presented
after 10:00 a.m. Central Standard Time, funds must be received before 2:00 p.m. Central
Standard Time the next business day. Funds may be received by wire transfer.
This Irrevocable Letter of Credit shall be governed by the laws of the State of Texas and
venue for any disputes shall be in Williamson County, Texas.
Issuer shall provide written notification to the City of Georgetown, Texas, Attn: Assistant
City Manager, 808 Martin Luther King Jr. St., Georgetown, Texas 78626, at least forty-five
(45) calendar days prior to the expiration of this Irrevocable Letter of Credit as advice of
the pending expiration.
It is a condition of this Irrevocable Letter of Credit that it shall be deemed automatically
extended without amendment for a period of one (1) year from the present or any future
Expiration Date.
ISSUER:
(Authorized Signature)
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 GEORGETOWN, TEXAS,
U.S. DOLLARS ($
drawn under (name of issuer)
Irrevocable Standby Letter of Credit No. dated
20
BENEFICIARY CITY OF GEORGETOWN, TEXAS
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
(Authorized Signature)
This instrument was acknowledged before me on the day of
20_ by of the
City of Georgetown, Texas, a home -rule city, on behalf of the City.
(seal)
Notary Public Signature
Exhibit F - Form of Traffic Intersection Fiscal Security
Page 4
ANNEX C TO TRAFFIC SIGNAL FISCAL SECURITY
DRAW CERTIFICATE
DATE:
TO:
Issuer:
Name
Address 1
Address 2
City, State, Zip Code
Phone
Fax
Ladies and Gentlemen:
LETTER OF CREDIT. NO.
FROM:
Beneficiary:
City of Georgetown, a Texas home rule
municipality
Attn: Assistant City Manager
808 Martin Luther King Jr. St.
Georgetown, Texas 78626
The undersigned, as authorized representative of Beneficiary herby certifies to you with
reference to Letter of Credit No. that (check applicable):
❑ The Letter of Credit will expire in 45 days and is not being renewed or replaced; or
❑ Beneficiary has the right under the terms of the AGREEMENT to draw upon this
Letter of Credit.
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the day of
20_ by of the
City of Georgetown, Texas, a home -rule city, on behalf of the City.
(seal)
Notary Public Signature
Exhibit F - Form of Traffic Intersection Fiscal Security
Page 5