HomeMy WebLinkAboutRES 090826-5.H - 1st Amendment to Development Agreement and Construction Agreement - Heirloom PIDRESOLUTION NO. 09 d 0 Zo - 5 • "
RESOLUTION OF THE CITY COUNCIL OF GEORGETOWN, TEXAS,
APPROVING THE "FIRST AMENDMENT TO DEVELOPMENT AND
CONSTRUCTION AGREEMENT" PERTAINING TO THE HEIRLOOM PUBLIC
IMPROVEMENT DISTRICT; REPEALING CONFLICTING ORDINANCES AND
RESOLUTIONS; AND PROVIDING AN EFFECTIVE DATE.
RECITALS
WHEREAS, by Resolution No. 082625-6.M dated August 25, 2026, the City
Council approved that certain "Development and Construction Agreement" between
the City, Heirloom East TX LLC and HEIRLOOMTX, LLC (collectively, "Heirloom"),
and Georgetown Independent School District relating to approximately 618.98 acres
of land generally situated north of Ronald W. Reagan Jr. Blvd. and west of Williams
Drive in Williamson Couty, Texas recorded as Document No. 2026023941 in the
Public Records of Williamson County, Texas (the "Original Agreement"), which,
among other things, granted variances or waivers to the City's 2018 PID Policy.
WHEREAS, subsequently, Heirloom requested additional variances or
waivers to the City's 2018 PID Policy - to add allow additional items to be financed
with PID Bond proceeds distributed to Heirloom pre -construction (rather than after
construction) and at a lower value -to -lien ratio, and to waive the requirement to pre-
pay PID assessments for multifamily development, which requests were presented
to and generally supported by the City Council at a Workshop on July 28, 2026.
WHEREAS, the First Amendment to Development and Construction
Agreement attached to this Resolution as Attachment 1 (the "First Amendment")
memorializes the City Council's consent to granting the additional variances or
waivers from the City's 2018 PID Policy as set forth in the attached First Amendment.
WHEREAS, the attached First Amendment also modifies the Original
Agreement to set forth the price and terms and conditions for the City's purchase of
land for a fire station site and additional right of way along Williams Drive, and
corrects a scrivener's error stating the total acreage of land subject to the Original
Agreement, as amended by the First Amendment, and within the boundaries of the
Public Improvement District is 622.525 acres
RES NO. (�q 032G — S .
Approving First Amendment to Development and Construction Agreement
HEIRLOOM PID Page 1
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF GEORGETOWN, TEXAS, THAT:
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.
2. The City Council hereby finds that the foregoing recitals are true and
correct, and the recitals are hereby incorporated into this Resolution by reference for all
purposes as set forth in full. The City Council hereby finds that this Resolution
compliance with the Vision Statement of the City of Georgetown 2030 Comprehensive
Plan.
3. The First Amendment to Development and Construction Agreement in
substantially the form attached as Attachment 1 to this Resolution is approved by the
City Council and incorporated into this Resolution for all purposes.
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.
5. The Mayor is authorized to sign this Resolution and First Amendment to
Development and Construction Agreement attached as Attachment 1 to this Resolution,
and the City Secretary is authorized to attest.
6. This Resolution and the First Amendment to Development and
Construction Agreement attached as Attachment 1 to this Resolution will become
effective in accordance with the terms and conditions stated in the First Amendment to
Development and Construction Agreement and the City Charter.
Attachment List:
Attachment 1 — First Amendment to Development and Construction Agreement
(including exhibits)
PASSED AND APPROVED ON FIRST READING on the � day of
2026.
RES NO. 1 J90Oo,G —5. tt
Approving First Amendment to Development and Construction Agreement
HEIRLOOM PID Page 2
CT
By
Pri
Tit
ATTEST:
By: I
Robyn Dens ore, City Secretary
APPROVED AS TO FORM:
By:�
Skye Ma son, C6y Attorney
RES NO. Q M rZG —5• H
Approving First Amendment to Development and Construction Agreement
HEIRLOOM PID Page 3
FIRST AMENDMENT TO
DEVELOPMENT AND CONSTRUCTION AGREEMENT
(Heirloom)
This First Amendment to Development and Construction Agreement ("First
Amendment") is by and between the CITY OF GEORGETOWN, a Texas home rule
municipality (the " jy"), GEORGETOWN INDEPENDENT SCHOOL DISTRICT, a political
subdivision of the State of Texas ("GISD"), Heirloom East Tx, LLC, a Delaware limited
liability company ("Heirloom East"), HEIRLOOMTX, LLC, a Delaware limited liability
company ("Heirloom Tx") and consented to by Heirlooml Communities TX, LLC, a
Delaware limited liability company ("Heirloom Communities"). Heirloom East and
Heirloom Tx may be referred to collectively as "Heirloom Owner." GISD, Heirloom
Communities, and Heirloom Owner may be referred to herein individually as an
"Owner" or collectively as the "Owners"). The City, GISD, Heirloom Communities and
Heirloom Owner are sometimes referred to collectively herein as the "Parties."
RECITALS
WHEREAS, on August 26, 2025, the City Council of the City took the following
actions: (1) passed and approved Resolution No. 082625-6.M approving that certain
"Construction and Development Agreement Heirloom" (the "Original Agreement") by
and among the City, GISD, Heirloom East, and Heirloom Tx pertaining to the
development of that certain land described and defined in the Original Agreement (the
"Property"), recorded in the Official Public Records of Williamson County, Texas as
Document No. 2026023941; (2) passed and approved Ordinance No. 2025-45 annexing the
Property into the City limits and zoning the Property as a Planned Unit Development;
and (3) passed and approved Resolution No. 082625-6.P, authorizing and approving
creation of a Public Improvement District on the Property, recorded as Document No.
2025071911 in the Official Public Records of Williamson County, Texas.
WHEREAS, subsequent to the date of the Original Agreement, Heirloom Tx
conveyed a portion of the Property to Heirloom Communities.
WHEREAS, the Original Agreement misstated the total acreage of the Property
and needs to be updated to reflect that the total acreage of the Property is approximately
622 acres.
WHEREAS, Section 10.04.03 of the Original Agreement allowed the Heirloom
Owner to choose to Complete the Primary Collector first and all at once, rather than in
First Amendment to Development and Construction Agreement (Heirloom)
Page 1 of 16
three segments over time, and if the former, approved certain variances from the City's
PID Policy to aid the Heirloom Owner in financing the upfront Completion of the
Primary Collector.
WHEREAS, Heirloom Owner has requested that the variances to the City's PID
Policy granted in Section 10.04.03 of the Original Agreement pertaining to upfront
construction of the Primary Collector also apply to certain other public improvements
that are to be Completed by Heirloom Owner simultaneously with Completion of the
Primary Collector (collectively, the "Primary Collector -Related Public Improvements",
defined herein).
WHEREAS, Heirloom Owner has also requested a waiver from the City's PID
Policy Article III, Section 11, which states that, "If multi -family rental units are included
within the proposed assessments, all of the multi -family assessments must be prepaid by
either the developer or builder, and such assessments and prepayment amounts thereof
shall be excluded any reimbursements to the developer, including from PID Bonds."
WHEREAS, the Appraisal Report has been completed, enabling the Parties to
establish the fair market values of the Fire Station Site under Section 5.06.02 of the
Original Agreement and the Williams Drive ROW under Section 6.08 of the Original
Agreement.
WHEREAS, the City has approved a general depiction of a roundabout as
alternative (non -signalized) traffic control improvement and desires to amend the
definition of "Intersection Improvements" in the Original Agreement to reference the
depiction.
WHEREAS, for the reasons described above, the Parties desire to enter into this
First Amendment to amend the sections of the Original Agreement as set forth below.
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:
AGREEMENT
1.01. Amendment to Section 2.01.28. Section 2.01.28 of the Original Agreement
is hereby repealed in its entirety and replaced with the following:
First Amendment to Development and Construction Agreement (Heirloom)
Page 2 of 16
2.01.28 "GISD Property" means that certain approximately 145 acres of land
located in Williamson County, Texas which is more particularly described by
metes and bounds on Exhibit "A-3" attached hereto."
1.02. Amendment to Section 2.01.33. Section 2.01.33 of the Original Agreement
is hereby repealed in its entirety and replaced with the following:
2.01.28 "Heirloom Property" means that certain approximately 473
acres of land located in Williamson County, Texas which is more
particularly described by metes and bounds on Exhibit A-1 and Exhibit A-2
attached hereto.
1.03. Amendment to Section 2.01.34 Section 2.01.37 of the Original Agreement
is hereby repealed in its entirety and replaced with the following:
2.01.34 "HOA Maintained Improvements/Areas" means, collectively,
the Private Drainage Facilities, the Parkland, the Parkland Improvements,
and the Park Trails, and Landscaping Improvements in roadway medians,
common areas, and other similar areas within the Property that are not
owned by an End Buyer of a residential or commercial Lot.
1.04. Amendment to Section 2.01.37. Section 2.01.37 of the Original Agreement
is hereby repealed in its entirety and replaced with the following:
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 (including roundabouts
having the features depicted in Exhibit G attached to the First Amendment
including having tinted and stamped concrete to identify the traffic circle
and lanes, and a raised interior structure to prevent vehicular cut-throughs
and assist drivers in yielding to traffic in the circle), 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.
First Amendment to Development and Construction Agreement (Heirloom)
Page 3 of 16
1.05. Amendment to Section 2.01.44. Section 2.01.44 of the Original Agreement
is hereby repealed in its entirety and replaced with the following:
2.01.44 "Maintenance Agreement" means one (1) or more agreements
substantially in the form attached as Exhibit E to the First Amendment and
related to maintenance in perpetuity of the HOA Maintained
Improvements/Areas between the City, Heirloom Owner, and an HOA.
The Maintenance Agreement shall also grant a license to the Heirloom
Owner and/or the HOA, as applicable, to allow said party to enter onto
City -owned areas (e.g., Parkland) to perform the maintenance obligations.
1.06. Deletion of Sections 2.01.62, 2.01.63, and 2.01.64. Sections 2.01.62, 2.01.63,
and 2.01.64 of the Original Agreement, pertaining to segments of the Primary
Collector, are hereby deleted in their entirety.
1.07. Amendment to Add New Definitions to the Original Agreement: The
Original Agreement is hereby amended to include the following new defined
terms:
2.01.84 "Appraisal Report" means that certain appraisal report dated
May 11, 2026 prepared by Barletta & Associates, Inc. pertaining to the
Property, which is on file with the City and which concludes that the
current fair market value of the Property to be $132,420.00 per acre.
2.01.85 "First Amendment Effective Date" means the latest date
accompanying the signatures of the duly authorized representatives of the
Parties appearing on the First Amendment.
2.01.86 "First PID Bond Issuance" means the first in the series of PID
Bonds, which must include, and must only include, bonds in an amount not
to exceed the First PID Bond Issuance Amount, the proceeds of which are
restricted to use for the Completion by Heirloom Owner of the Primary
Collector and the Primary Collector -Related Improvements.
2.01.87 "First PID Bond Issuance Amount" means an amount not to
exceed $20,895,000 which is the amount certified by the Engineer to be
required for the Completion of the Primary Collector and the Primary
Collector -Related Public Improvements per the PID Engineering Report,
inclusive of bond issuance costs and deposit to the PID administrative fund
as set forth in the Preliminary Service and Assessment Plan.
First Amendment to Development and Construction Agreement (Heirloom)
Page 4 of 16
2.01.88 "Landscaping Improvements" means and includes all trees,
shrubs, hedges, flowerbeds, turn, groundcover, irrigation systems, lighting,
grading, hardscaping, and other natural or artificial landscape betterments.
2.01.89 "PID Engineering Report"
August 17, 2026 prepared and sealed by
which is on file with the City.
means that certain report dated
of Gray Civil Inc.,
2.01.90 "Primary Collector -Related Public Improvements" means the
following public improvements, as each are more fully described in the PID
Engineering Report: Street Improvements, Signalized Intersection
Improvements, Wastewater Improvements, Water Improvements,
Drainage Improvements, Erosion Control Improvements, Clearing and
Grading Improvements, Soft Costs, and District Formation Costs.
1.08. Amendment to Section 5.06.02 Fire Station. Section 5.06.02 pertaining to
Fire Station of the Original Agreement is hereby repealed and replaced with the
following:
5.06.02 Fire Station Site Conveyance. Within twenty-one (21) days
after the First Amendment Effective Date, Heirloom East agrees to provide
to the City (i) a survey prepared by a registered professional land surveyor
licensed to practice in the State of Texas for an approximately 3.0 acre
portion of the Property situated in the southeast corner of the planned
intersection of the Primary Collector and CR 248 (the "Fire Station Site")
where generally depicted on the attached Exlzibit 11 (to include a metes and
bounds description and surveyor's sketch); (ii) a current title report and a
preliminary title commitment for the Fire Station Site (prepared by a title
company chosen by the City) showing only the standard pre-printed
exceptions to title on the forms issued by the Texas Department of
Insurance, with all liens and other monetary encumbrances removed or
subordinated to the City and any non -monetary encumbrances approved
in advance by the City Attorney; and (iii) a draft deed in a form approved
by the City Attorney as evidenced by its signature thereon. Items (i) - (iii)
shall collectively be referred to as the "Fire Station Conveyance
Documents". The Parties agree that, the fair market value of the Fire Station
Site will be the value per -acre set forth in the Appraisal Report. Closing of
the conveyance of the Fire Station Site from Heirloom East to the City shall
occur within 75 days after the date the Fire Station Conveyance Documents
are provided to the City. If the Closing does not occur within said 75 day
period, the value per -acre set forth in the Appraisal Report shall be void
First Amendment to Development and Construction Agreement (Heirloom)
Page 5 of 16
and the City shall purchase the Fire Station Site for an amount not to exceed
the then current fair market value as determined by a new 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.
1.09. Amendment to Section 5.06.02 Hydrants. Section 5.06.02 of the Original
Agreement pertaining to Hydrants is hereby renumbered as Section 5.06.03.
1.10. Amendment to Section 6.05. Section 6.05 of the Original Agreement is
hereby repealed in its entirety and replaced with the following:
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. In addition, the following
provisions shall apply:
6.05.01 If not conveyed at the time of construction plan
approval, the first final plat application for the Property shall include
(a) dedication to the City by the applicable Owner of the full right-
of-way width (94 feet wide) for the Primary Collector, (b) dedication
to the City by the applicable Owner of all land needed for the
Primary Collector/Ronald Reagan Blvd. Intersection and the
Primary Collector/Williams Drive Intersection, and (c) all easements,
in Approved Form, for the Primary Collector -Related Public
Improvements.
6.05.02 Construction plans for the Primary Collector must be
submitted prior to an application for the first final plat of all or any
portion of the Property, and must show Completion of the full cross
section for a "major collector" roadway for the entire length of the
Primary Collector (from its intersection with Ronald Reagan Blvd. to
its intersection with Williams Drive ) .
6.05.03 Applications for approval of the construction plans for
the Primary Collector -Related Public Improvements must be
submitted simultaneously with the construction plans for the
Primary Collector.
First Amendment to Development and Construction Agreement (Heirloom)
Page 6 of 16
1.11. Amendment to Section 6.08. Section 6.08 of the Original Agreement is
hereby repealed and replaced with the following:
6.08 Williams Drive ROW Conveyance. Within twenty-one (21) days
after the First Amendment Effective Date, Heirloom East and GISD (each a
"Conveying Party") each agree to provide to the City (i) a survey prepared
by a registered professional land surveyor licensed to practice in the State
of Texas for a strip of land thirty-five feet wide alongside and bordering the
west side of Williams Drive (the "Williams Drive ROW") for the length of
their respective portions of the relevant Heirloom Property and the GISD
Property (to include a metes and bounds description and surveyor's
sketch); (ii) a current title report and a preliminary title commitment
(prepared by a title company chosen by the City) showing only the standard
pre-printed exceptions to title on the forms issued by the Texas Department
of Insurance, with all liens and other monetary encumbrances removed or
subordinated to the City and any non -monetary encumbrances approved
in advance by the City Attorney; and (iii) a draft deed in a form approved
by the City Attorney as evidenced by its signature thereon. Items (i) — (iii)
shall collectively be referred to as the "Williams Drive ROW Conveyance
Documents". The Parties agree that the fair market value of the Williams
Drive ROW will be the value per -acre set forth in the Appraisal Report.
Closing of the conveyances of the Williams Drive from the relevant
Conveying Party to the City shall occur within 75 days after the date the
Williams Drive ROW Conveyance Documents are provided to the City.
Per the terms of this Agreement and the City's Interlocal Agreement with
GISD, GISD's portion of the ROW shall be dedicated at no cost to the City
as the future improvements to this portion of Williams Drive will directly
benefit the GISD property. If the Closing does not occur within said 75 day
period, the value per -acre set forth in the Appraisal Report shall be void
and the City shall purchase the Willaims Drive ROW for an amount not to
exceed the then current fair market value as determined by a new 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.
1.12. Amendment to Section 6.10.02 and Section 6.10.03. The following subsections of
Section 6.10 of the Original Agreement are hereby repealed in their entirety and replaced
with the following:
First Amendment to Development and Construction Agreement (Heirloom)
Page 7 of 16
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 the Primary Collector and as a condition of
the City's acceptance of the Primary Collector for ownership and
maintenance. The City agrees that a roundabout constructed consistently
with the depiction on Exhibit G attached to the First Amendment will
suffice as traffic control for this intersection and Heirloom Owner agrees to
include such roundabout in the construction plans for the Primary
Collector. If the roundabout is Completed as required by this Agreement,
the City agrees that the Warrant Study and Traffic Signalization
requirements in Section 6.11 will not apply to this intersection.
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 the Primary Collector and as a condition of the City's
acceptance of the Primary Collector 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 the Primary Collector.
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 Collector.
1.13. Amendment to Section 10.04.03. Section 10.04.03 of the Original
Agreement is hereby repealed in its entirety and replaced with the following:
Sec. 10.04.03. Variances from the City's PID Policy.
(a) In consideration for Heirloom Owner's agreement to construct the entire
length of the Primary Collector (from its intersection with Ronald Reagan
Blvd. to its intersection with Williams Drive) as a condition of the City's
approval of the first final plat for any portion of the Property, the City
Council hereby approves variances from 2018 PID Policy Article V, Section
1 and Section 10 for the First PID Bond Issuance to allow (x) 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 (y)
First Amendment to Development and Construction Agreement (Heirloom)
Page 8 of 16
disbursement of proceeds of the First PID Bond Issuance for the
Completion of the Primary Collector and the Primary Collector -Related
Public Improvements prior to Completion of the Primary Collector and the
Primary Collector -Related Public Improvements (rather than after
Completion per 2018 PID Policy Article V, Section 10). Notwithstanding
the generality of the foregoing sentences, Heirloom Owner understands
and agrees that the City Council will condition its consent on inclusion in
the PID Documents of special conditions including, for example, the
following: (a) Heirloom Owner's evidence of financial security to fund the
Completion of the Primary Collector and the Primary Collector -Related
Public Improvements (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 and all of the Primary -Collector Related Public Improvements,
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; (b) terms and
conditions regarding Completion of the Primary Collector and the Primary
Collector -Related Public Improvements and disbursement of PID bond
proceeds acceptable to the City; and (c) 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 and
the Primary Collector -Related Public Improvements, 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.
(b) If multi -family rental units are included within proposed Assessments, the
Assessments shall not be required to be prepaid (rather than required to be
prepaid by either the Developer or the builder per the City's PID Policy
Article III, Section 11). In lieu of prepayment, the following restrictions,
limitations, and conditions related to Assessments on multi -family rental
units shall apply: PID Bonds secured by Assessments on multi -family rental
units shall not be issued unless and until (i) the Developer has Completed
construction of the Authorized Improvements (as that term is defined in the
PID Act) that pertain to the applicable Improvement Area in accordance
with all terms and conditions of the Development Agreement; (ii) the
Developer has secured, or caused to be secured, all building permits needed
for construction of multi -family residential units in the applicable
First Amendment to Development and Construction Agreement (Heirloom)
Page 9 of 16
Improvement Area; and (iii) Developer is not in default under the PID
Financing Agreement.
1.14. Updated Exhibits and Amendment to Section 13.01. Exhibit E is repealed
and replaced with the corrected exhibit attached to this First Amendment; new,
Exhibit G and Exhibit H attached to this First Amendment are added, and the
Exhibit List in Section 13.01 is hereby amended to provide as follows:
Designation
Description
Location
Exhibit A-1
Heirloom Tx Property Description
First Amendment
Exhibit A-2
Heirloom East Property Description
First Amendment
Exhibit A-3
GISD Property Description
First Amendment
Exhibit B-1
Additional Land Development Standards
Original Agreement
Exhibit B-2
Additional Land Development Checklist
Original Agreement
Exhibit C
Conceptual Transportation Plan
Original Agreement
Exhibit D
Conceptual Water and Wastewater Plan
Original Agreement
Exhibit E
Form of Maintenance Agreement
First Amendment
Exhibit F
Form of Fiscal Security
Original Agreement
Exhibit G
Roundabout -- Pictorial Depiction
First Amendment
Exhibit H
Fire Station Site — General Location Map
First Amendment
1.15. Effect of Recitals. The Parties agree that the Recitals in this First
Amendment are true and correct.
1.16. Defined Terms. Unless amended by this First Amendment, capitalized
terms used in this First Amendment that are not otherwise defined in this First
Amendment shall have the meanings set forth in the Original Agreement.
1.17. Counterparts. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed an original instrument, and all of
which, taken together, shall constitute one and the same instrument. The signature
of any party hereto to any counterpart hereof shall be deemed a signature to, and
may be appended to, any other counterpart hereof.
1.18. Effective Date: This First Amendment will become effective on the latest
date accompanying the signature lines of duly authorized representatives of the
Parties appearing below.
1.19. Recording. This First Amendment will be recorded in the Official Records
of Williamson County, Texas by Heirloom Owner at Heirloom Owner's expense.
First Amendment to Development and Construction Agreement (Heirloom)
Page 10 of 16
[The remainder of this page is intentionally left blank. Signature pages and acknowledgements
follow on separate pages.]
First Amendment to Development and Construction Agreement (Heirloom)
Page 11 of 16
CITY:
ATTEST:
By: �
Robyn Densm e, City Secretary
APPROVED AS TO FORM:
By:
Skye Ma on, C y Attorney
CITY OF GEORGETOWN, TEXAS
ACKNOWLEDGEMENT
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the � day of
\-S � <ft L� 2026, by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule city, on behalf of the City.
(seal)
KAREN FROST=Lc��
r :Notary public, State of Texas
=' ` `•: Comm. Expires 05-24-2028 Notary Public Signature
Notary ID 10536 884
First Amendment to Development and Construction Agreement (Heirloom)
Page 12 of 16
CITY:
ATTEST:
_"�l
By:
Robyn Dens re, City Secretary
APPROVED AS TO FORM:
By: �t--
Skye Mass n, C ty Attorney
CITY OF GEORGETOWN, TEXAS
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
pisr -instrument was acknowledged before me on the day of
C 'lZL4__ 2026, by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule city, on behalf of the City.
(seal)
KAREN FROST
Notary Public, State of Texas
Comm. Expires 05-24-2028 Notary ublic Signature
�`' Notary ID 10536084
First Amendment to Development and Construction Agreement (Heirloom)
Page 12 of 16
CITY:
ATTEST:
By:
Robyn Dens re, City Secretary
APPROVED AS TO FORM:
By:
Skye Mass , Cit Attorney
CITY OF GEORGETOWN, TEXAS
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the 6 day of
CCU 2026, by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule city, on behalf of the City.
(seal)
;000"'' KAREN FROST Kae, I
Notary Public, State of Texas
Comm. Expires 05-24-2028 Notary Public Signature
Notary ID 10536084
First Amendment to Development and Construction Agreement (Heirloom)
Page 12 of 16
CITY:
ATTEST:
By:
Robyn Dens re, City Secretary
APPROVED AS TO FORM:
By:
Skye Masson, ty /attorney
STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN, TEXAS
ACKNOWLEDGEMENT
This strument was acknowledged before me on the day of
. t 2026, by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule city, on behalf of the City.
(seal)
------ U
KAREN FROST �a2C�lL L
Notary Public, State of Texas
`•+� Comm. Expires 0�24-2028 Notary Public Signature
0, Notary ID 1 053608
First Amendment to Development and Construction Agreement (Heirloom)
Page 12 of 16
CITY:
ATTEST:
BT-
Robyn Dens re, City Secretary
APPROVED AS TO FORM:
By:
Skye Ma on, Ci Attorney
CITY OF GEORGETOWN, TEXAS
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This strument was acknowledged before me on the (9 day of
2026, by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule city, on behalf of the City.
(seal)
KAREN FROST ^ ''
•`, 1�Y p`6 %� `Y
z; � =Notary Public, State of Texas
.....: +•;Expires 05-24-2028
Notary ID 10536084 Notar Public Signature
First Amendment to Development and Construction Agreement (Heirloom)
Page 12 of 16
OWNER: HEIRLOOMTX, LLC, a Delaware limited
liability company
By:
Name: Daniel A. Travlor
Title: ManaLrer
Date:
ACKNOWLEDGEMENT
STATE OF INDIANA §
COUNTY OF VANDERBURGH §
This instrument was acknowledged before me on the day of
2026, by Daniel A. Traylor, Manager of HEIRLOOMTX, LLC, a
Delaware limited liability company, on behalf of said limited liability company.
(seal)
Notary Public Signature
First Amendment to Development and Construction Agreement (Heirloom)
Page 13 of 16
OWNER: HEIRLOOM EAST TX, LLC, a Delaware
limited liability company
By:
Name: Daniel A. Travlor
Title: Manager
Date:
ACKNOWLEDGEMENT
STATE OF INDIANA §
§
COUNTY OF VANDERBURGH §
This instrument was acknowledged before me on the day of
2026, by Daniel A. Traylor, Manager of HEIRLOOM EAST TX, LLC,
a Delaware limited liability company, on behalf of said limited liability company.
(seal)
Notary Public Signature
First Amendment to Development and Construction Agreement (Heirloom)
Page 14 of 16
HEREBY CONSENTED TO BY:
OWNER:
HEIRLOOMI COMMUNITIES TX, LLC, a
Delaware limited liability company
By: CH II HEIRLOOM 1 COMMUNITIES
TX, LLC, a Delaware limited liability
company
By:
Name:
Daniel fA. Traylor
Title: Governine Person
Date:
ACKNOWLEDGEMENT
STATE OF INDIANA §
COUNTY OF VANDERBURGH §
This instrument was acknowledged before me on the day of
2026, by Daniel A. Traylor, Governing Person for CH II Heirloom 1
Communities TX, LLC, a Delaware limited liability company, Manager of HEIRLOOMI
COMMUNITIES TX, LLC, a Delaware limited liability company, on behalf of
HEIRLOOMI COMMUNITIES TX, LLC.
(seal)
Notary Public Signature
First Amendment to Development and Construction Agreement (Heirloom)
Page 15 of 16
OWNER: GEORGETOWN INDEPENDENT SCHOOL
DISTRICT, a political subdivision of the State of
Texas
By:
Name: Devin Padavil
Title: Superintendent
Date:
ACKNOWLEDGEMENT
STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the day of
2026, by Dr. Devin Padavil, Superintendent of Georgetown
Independent School District, a political subdivision of the State of Texas, on behalf of said
entity.
(seal)
Notary Public Signature
First Amendment to Development and Construction Agreement (Heirloom)
Page 16 of 16
EXHIBIT A-1
Ems_ Iu;Y LA_I\\iD SURVEYING, RVEYING LLC
P.O. Box 92588, Austin, TX 78709
512-202-8631
earlysurveying.com
TBPELS Firm No. 10194487
361.943 ACRES
WILLIAMSON COUNTY, TEXAS
A DESCRIPTION OF 361.943 ACRES (APPROXIMATELY 15,766,246 SQ. FT.) IN
THE CHARLES H. DELANEY SURVEY NO.11, ABSTRACT NO. 181 IN WILLIAMSON
COUNTY, TEXAS, BEING ALL OF A 362.01 ACRE TRACT CONVEYED TO GVM III,
LLC IN A SPECIAL WARRANTY DEED DATED JANUARY 30, 2019 AND RECORDED
IN DOCUMENT NO. 2019009671 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS; SAID 361.943 ACRES BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at a 1/2" rebar found in the north right-of-way line of Ronald Reagan
Boulevard (right-of-way width varies) as described in Document No. 2006073735 of the
Official Public Records of Williamson County, Texas, being the southernmost southeast
corner of the said 362.01 acre tract, being also the southwest corner of Lot 5, Block F,
Wade Crossing Phase 1, a subdivision recorded in Cabinet T, Slide 61 of the Plat
Records of Williamson County, Texas;
THENCE with the north right-of-way line of Ronald Reagan Boulevard and the south
line of the said 362.01 acre tract, the following thirteen (13) courses and distances:
1. South 64021'56" West, a distance of 61.85 feet to a 1/2" rebar with "RPLS 5784"
cap found;
2. With a curve to the left, having a radius of 8650.00 feet, a delta angle of
04°26'04", an arc length of 669.48 feet, and a chord which bears South 62020'34"
West, a distance of 669.31 feet to a 1/2" rebar with "PBSJ" cap found;
3. North 30006'18" West, a distance of 9.99 feet to a 1/2" rebar with "PBSJ" cap
found;
4. With a curve to the left, having a radius of 8670.00 feet, a delta angle of
01 °28'05", an arc length of 222.14 feet, and a chord which bears South 59023'20"
West, a distance of 222.14 feet to a 1/2" rebar with "RPLS 5784" cap found;
5. South 58039'00" West, a distance of 254.37 feet to a 1/2" rebar with "PBSJ" cap
found;
Page 2
6. North 31°40'32"
West, a distance of 9.94 feet to a 1/2" rebar with "PBSJ" cap
found;
7. South 58039'01"
West, a distance of 1516.07 feet to a 1/2" rebar with "PBSJ" cap
found;
8. South 31°34'30"
East, a distance of 20.03 feet to a 1/2" rebar with "PBSJ" cap
found;
9. South 58°39'20"
West, a distance of 1706,47 feet to a 1/2" rebar with "PBSJ" cap
found;
10. North 32°01'03"
West, a distance of 9.97 feet to a 1/2" rebar with "PBSJ" cap
found;
11. South 58°40'41"
West, a distance of 382.01 feet to a 1/2" rebar with "PBSJ" cap
found;
12.South 31°19'19"
East, a distance of 10.14 feet a cotton spindle "Early Boundary"
washer set;
13.South 58°40'41"
West, a distance of 42.16 feet to a 1/2" rebar with "PBSJ" cap
found for the southwest corner of said 362.01 acre tract, being the southeast
corner of a 523.521
acre tract described in Document No. 2022010857 of the
Official Public Records of Williamson County, Texas;
THENCE with the
west line of said 362.01 acre tract and the east line of said
523.521 acre tract, the following six (6) courses and distances:
1. North 20"51'09"
West, a distance of 1031.61 feet to a 1/2" rebar found in the
west side of a live oak tree;
2. North 27°20'27"
West, a distance of 238.87 feet to a 1/2" rebar with illegible cap
found;
3. North 20°43'00"
West, a distance of 451.23 feet to a 1/2" rebar with illegible cap
found;
4. North 20'44'15"
West, a distance of 766.10 feet to a 1/2" rebar with illegible cap
found;
5. North 6403815"
East, a distance of 15.94 feet to 1/2" rebar found;
6. North 21003'54"
West, a distance of 2128.29 feet to a 1/2" rebar with "RPLS
5784" cap found
for the northwest corner of said 362.01 acre tract;
Page 3
THENCE North 68°43'41" East, with the north line of the 362.01 acre tract and the south
line of the 523.521 acre tract, passing a 1/2" rebar with "Bury" cap found at a distance of
729.11 feet and continuing for a total distance of 3065.64 feet to a 1/2" rebar found in
the southwest right-of-way line of County Road 248, being the northeast corner of the
said 362.01 acre tract, being the easternmost corner of the said 523.521 acre tract;
THENCE with the west right-of-way line of County Road 248 and the east line of the
said 362.01 acre tract, the following five (5) courses and distances:
1. South 64°44'40" East, a distance of 923.60 feet to a 1/2" rebar found;
2. South 40032'58" East, a distance of 91.06 feet to a 1/2" rebar found;
3. South 15030'30" East, a distance of 728.47 feet to a 6" x 6" square metal fence
post;
4. South 38036'41" East, a distance of 440.03 feet to a 1/2" rebar found;
5. South 60043'49" East, a distance of 359.07 feet to a 1/2" rebar in concrete found
for a southeast corner of the said 362.01 acre tract, being an angle point in the
north line of Lot 36, Block F, of said Wade Crossing Phase 1, from which a 1/2"
rebar found for angle point in the south right-of-way line of County Road 248,
being the northeast corner of Lot 36, bears North 14044'57" East, a distance of
21.45 feet;
THENCE with the common line of the said 362.01 acre tract, said Wade Crossing
Phase 1 and Wade Crossing Phase II, a subdivision recorded in Cabinet V, Slide 227 of
the Plat Records of Williamson County, Texas, the following ten (10) courses and
distances:
South 68042'08" West, a distance of 700.14 feet to a 1/2" rebar with "Diamond"
cap found for the northwest corner of said Lot 36, Block F, of said Wade
Crossing Phase 1;
2. South 21°17'04" East, a distance of 160.18 feet to a 1/2" rebar found for the
southwest corner of said Lot 36, being the northwest corner of Lot 32, Block F, of
said Wade Crossing Phase II;
3. South 21°02'35" East, a distance of 157.37 feet to a 1/2" rebar with illegible cap
found for the northwest corner of Lot 31, Block F, of said Wade Crossing Phase
II;
4. South 21'1320" East, a distance of 231.14 feet to a 1/2" rebar with illegible cap
found for the southwest corner of said Lot 31, being the northwest corner of Lot
30, Block F, of said of said Wade Crossing Phase II;
Page 4
5. South 21°10'18" East, a distance of 244.21 feet to a 1/2" rebar with illegible cap
found for the southwest corner of said Lot 30, being the northwest corner of Lot
29, Block F, of said Wade Crossing Phase II;
6. South 21`13'23" East, a distance of 296.63 feet to a 1/2" rebar with illegible cap
found for the southwest corner of said Lot 29;
7. South 21015'05" East, a distance of 130.36 feet to a mag nail in concrete found
for the southwest corner of Lot 28, Block F, of said Wade Crossing Phase II, from
which a 1/2" rebar found, bears North 13'10'21" East, a distance of 0.72 feet;
8. North 69015'03" East, a distance of 249.83 feet to a 1/2" rebar with illegible cap
found for the southeast corner of said Lot 28, being the southwest corner of Lot
27, Block F, of said Wade Crossing Phase II;
9. North 69012'00" East, a distance of 1231.49 feet to a 1/2" rebar found for the
southeast corner of Lot 9, Block F, of said Wade Crossing Phase II;
10. South 17°40'36" East, a distance of 407.67 feet to the POINT OF BEGINNING,
containing an area of 361.943 acres, more or less.
Surveyed on the ground on March 30, 2023
Bearing Basis: The Texas Coordinate System of 1983 (NAD83), Central Zone, utilizing
the SmartNet North America Network.
Attachments: Survey Drawing
Joe Ben Early, Jr.
Registered Professional Land
State of Texas No. 6016
No. 1093-002-BASE
31 2 3
Date
Surveyor
N
JOE 3EN EARLY. JR
. 6016 �... Q
o
SUVA\j
EXHIBIT A-2
EAR
,lLY L.� ND SU-RVEYIN �' J LLC'
P.O. Box 92588, Austin, TX 78709
512-202-8631
earlysurveying.com
TBPELS Firm No. 10194487
112.041 ACRES
WILLIAMSON COUNTY, TEXAS
A DESCRIPTION OF 112.041 ACRES (APPROXIMATELY 4,880,523 SQ. FT.) IN THE
C.H. DELANEY SURVEY NO. 11, ABSTRACT NO. 181 IN WILLIAMSON COUNTY,
TEXAS, BEING A PORTION OF LOT 5, M.C. HAMILTON'S SUBDIVISION, A
SUBDIVISION OF RECORD IN VOLUME 27, PAGE 137 OF THE DEED RECORDS
OF WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A 113.5 ACRE TRACT
CONVEYED TO EMZIE FISHER IN A DEED DATED APRIL 11, 1979 AND
RECORDED IN VOLUME 756, PAGE 287 OF THE DEED RECORDS OF
WILLIAMSON COUNTY, TEXAS, SAVE AND EXCEPT A 10,000 SQ. FT. TRACT
DESCRIBED IN A MEMORANDUM OF PCS SITE AGREEMENT DATED APRIL 26,
2001, AND RECORDED IN DOCUMENT NO. 2001040420 OF THE OFFICIAL PUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS, AND AMENDED IN DOCUMENT NO.
2017027880 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,
TEXAS; SAID 112.041 ACRES BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING at a concrete highway monument found for a point of tangency in the west
right-of-way line of Ranch Road 2338 (variable width right-of-way) as described in
Volume 416, Page 60 of the Deed Records of Williamson County, Texas, and shown on
TXDOT right-of-way strip map CSJ 2211-01-001, being in the south line of said 113.5
acre tract, same being the south line of said Lot 5, being also in the north line of a 50
acre tract described in Volume 353, Page 94 of the Deed Records of Williamson
County, Texas;
THENCE South 69010'58" West, with the south line of said 113.5 acre tract, same being
the south line of said Lot 5, also being the north line of said 50 acre tract, a distance of
374.52 feet to a 1/2" rebar with "Steger Bizzell" cap found for the northernmost
northeast corner of Lot 1, G.I.S.D. West Side, a subdivision of record in Document No.
2018043822 of the Official Public Records of Williamson County, Texas;
THENCE South 69°08'50" West, with the south line of said 113.5 acre tract, same being
the south line of said Lot 5, also being the north line of said Lot 1, a distance of 1407.11
feet to a 1/2" rebar found;
THENCE South 69020'01" West, continuing with the south line of said 113.5 acre tract,
same being the south line of said Lot 5, also being the north line of said Lot 1, passing
Page 2
at a distance of 1659.17 feet a 1/2" rebar with "Steger Bizzell" cap found in the east
right-of-way line of County Road 248 (right-of-way width varies), being the northwest
corner of said Lot 1, also being the northeast corner of a 1.43 acre right-of-way
dedication shown on said G.I.S.D. West Side subdivision, passing at an additional
distance of 23.47 feet a 1/2" rebar with "Steger Bizzell" cap found for the northwest
corner of said 1.43 acre right-of-way dedication and continuing, in all, a total distance of
1730.44 feet to a calculated point in the center of the existing pavement of County Road
248;
THENCE with the centerline of the existing pavement of County Road 248, as
approximated by the following courses and distances:
1. North 65°57'11" West, a distance of 456.27 feet to a calculated point;
2. North 67°52'24" West, a distance of 1147.05 feet to a calculated point;
3. North 60°21'36" West, a distance of 78.43 feet to a calculated point for the
northwest corner of said 113.5 acre tract, being in the north line of said Lot 5;
THENCE North 68°39'29" East, with the north line of said 113.5 acre tract, same being
the north line of said Lot 5, a distance of 45.32 feet to a bent 1/2" rebar found in the east
right-of-way line of County Road 248, being the southeast corner of a right-of-way
dedication shown on West Ridge Subdivision Section One, a subdivision of record in
Cabinet P, Slide 358 of the Plat Records of Williamson County, Texas, also being the
southwest corner of Block B of said West Ridge Subdivision Section One;
THENCE North 68039'29" East, with the north line of said 113.5 acre tract, same being
the north line of said Lot 5, and the south line of said Block B, West Ridge Subdivision
Section One, and Block B, West Ridge Subdivision Section Two, a subdivision of record
in Cabinet Q, Slide 82, of the Plat Records of Williamson County, Texas, and Block B,
West Ridge Subdivision Section Three, a subdivision of record in Cabinet Q, Slide 84,
of the Plat Records of Williamson County, Texas, and Block B, West Ridge Subdivision
Section Four, a subdivision of record in Cabinet Q, Slide 311, of the Plat Records of
Williamson County, Texas, a distance of 4632.80 feet to a calculated point for an angle
point in the west right-of-way line of Ranch Road 2338, being the southwest corner of a
20' right-of-way dedication shown on said West Ridge Subdivision Section Four;
THENCE North 68039'29" East, with the right-of-way line of Ranch Road 2338 and the
north line of said 113.5 acre tract, same being the north line of said Lot 5, passing at a
distance of 18.99 feet to 1/2" rebar found, and continuing, in all, a total distance of 20.00
feet to a calculated point for an angle point in the west right-of-way line of Ranch Road
2338, from which:
• a concrete highway monument found for a point of tangency in the west right -of
way line of Ranch Road 2338, bears North 22014'26" West, a distance of
1814.24 feet,
Page 3
• a concrete highway monument found in the east right-of-way line of Ranch Road
2338, bears North 22014'26" West, a distance of 63.67 feet, and North 67045'34"
East, a distance of 80.00 feet;
THENCE crossing said 113.5 acre tract with the west right-of-way line of Ranch Road
2338, the following courses and distances:
South 22014'26" East, a distance of 962.43 feet to a calculated point for a point of
curvature, from which a disturbed concrete highway monument found, bears
South 67045'34" West, a distance of 1.30 feet,
2. With a curve to the right, having a radius of 11419.16 feet, a delta angle of
01014'47", an arc length of 248.41 feet, and a chord which bears South 21 °33'43"
East, a distance of 248.40 feet to the POINT OF BEGINNING, containing an
area of 112.271 acres, for a net acreage of 112.041 acres of land, more or less,
of which approximately 1.375 acres lies between the fence and the center of the
existing pavement of County Road 248.
SAVE AND EXCEPT TRACT
A DESCRIPTION OF 10,000 SQ. FT. IN THE C.H. DELANEY SURVEY NO. 11,
ABSTRACT NO. 181 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF
LOT 5, M.C. HAMILTON'S SUBDIVISION, A SUBDIVISION OF RECORD IN VOLUME
27, PAGE 137 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING
A PORTION OF A 113.5 ACRE TRACT CONVEYED TO EMZIE FISHER IN A DEED
DATED APRIL 11, 1979 AND RECORDED IN VOLUME 756, PAGE 287 OF THE
DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND BEING ALL OF A 10,000
SQ. FT. TRACT DESCRIBED IN A MEMORANDUM OF PCS SITE AGREEMENT
DATED APRIL 26, 2001, AND RECORDED IN DOCUMENT NO. 2001040420 OF THE
OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND AMENDED
IN DOCUMENT NO. 2017027880 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS; SAID 10,000 SQ. FT. MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING at a bent 1/2" rebar found in the east right-of-way line of County Road
248, being the southeast corner of a right-of-way dedication shown on West Ridge
Subdivision Section One, a subdivision of record in Cabinet P, Slide 358 of the Plat
Records of Williamson County, Texas, being the southwest corner of Lot 4, Block B of
the said West Ridge Subdivision Section One, being also in the north line of the said
113.5 acre tract;
THENCE South 67°22'36" East, crossing the said 113.5 acre tract, a distance of
1307.76 feet to a 5/8" rebar with "Cobb Fendley Associates" cap found for THE POINT
OF BEGINNING, being the apparent west corner of the said 10,000 sq. ft. tract;
Page 4
THENCE continuing across the said 113.5 acre tract with the apparent perimeter of the
said 10,000 sq. ft. tract, the following courses and distances:
1. North 22037'24" East, a distance of 100.00 feet to a calculated point;
2. South 67°22'36" East, a distance of 100.00 feet to a 5/8" rebar with "Cobb
Fendley Associates" cap found;
3. South 22°37'24" West, a distance of 100.00 feet to a calculated point, from which
a 1/2" rebar with "Steger Bizzell" cap found in the east right-of-way line of County
Road 248 (right-of-way width varies), being the northwest corner of Lot 1,
G.I.S.D. West Side, a subdivision of record in Document No. 2018043822 of the
Official Public Records of Williamson County, Texas, being the northeast corner
of a 1.43 acre right-of-way dedication shown on the said G.I.S.D. West Side
subdivision, also being in the south line of the said 113.5 acre tract bears,
South 68038'13" East, a distance of 292.54 feet,
4. North 67°22'36" West, a distance of 100.00 feet the POINT OF BEGINNING,
containing 10,000 sq. ft., more or less.
Surveyed on the ground on December 30, 2024.
Bearing Basis: The Texas Coordinate System of 1983 (NAD83), Central Zone, utilizing
the SmartNet North America Network.
Attachments: Survey Drawing No. 1093-002-BASE-125 AC
OF
01/02/2025
John L. Briley Date _ JOHN L. BRILEY
Registered Professional Land Surveyor VK 71170State of Texas No. 7070F sS
EXHIBIT A-3
GISD Property
[See next 8 pages]
BEING 98.38 acres of land, situated in the Charles H. Delaney Survey, Abstract No. 181, in
Williamson County, Texas, said land being a portion of that certain tract of land, called 132.42
acres, as conveyed to Willrae Partners I, Ltd. by deed recorded as Document No. 2004067447 of
the Official Records of Williamson County, Texas. Surveyed on the ground in the month of
December, 2005, under the supervision of Brian F. Peterson, Registered Professional Land
Surveyor, and being more particularly described as follows;
BEGINNING at an iron pin found on the west line of Farm to Market Highway No. 2338, marking
the most easterly Northeast corner of the above -referenced Willrae Partners I, Ltd. tract, being the
occupied Southeast corner of that certain tract of land, called 50 acres, as conveyed to Emzie Lee
Fisher and wife, Elzora Fisher, by deed as recorded in Volume 353, Page 94, of the Deed Records
of Williamson County, Texas, for the most easterly Northeast corner hereof;
THENCE, along the said west line of F.M. Highway No. 2338, being an easterly line of the said
Willrae Partners I, Ltd. tract, S 20' 59' 45" E, 140.01 feet to an iron pin set for the most northerly
Southeast corner hereof,
THENCE, S 690 36' 15" W, 565.00 feet to an iron pin set for an interior corner hereof;
THENCE, S 240 18' 15" W, 260.32 feet to an iron pin set for an interior corner hereof;
THENCE, S 200 59' 45" E, 815.00 feet to an iron pin set; and S 250 10' 15" E, 944.38 feet to an
iron pin set on the north line of County Road No. 248, being the south line of the said Willrae
Partners I, Ltd. tract, for the most southerly Southeast corner hereof;
THENCE, along the north and east line of County Road No. 248, being the south and west line of
the said Willrae Partners I, Ltd. tract, as follows; N 86' 19' 30" W, 26.23 feet to an iron pin found;
N 820 15' 30" W, 120.16 feet to an iron pin found; N 69' 37' 30" W, 134.82 feet, to an iron pin
found; N 65' 08' W, 230.89 feet to an iron pin found; N 68' 34' W, 207.37 feet to an iron pin
found at a 10" Hackberry; N 72' 09' 30" W, 270.16 feet to an iron pin found at an 8" Hackberry;
N 82° 40' 45" W, 414.51 feet to an iron pin found; N 870 18' 30" W, 789.19 feet to an iron pin
found at a 4" Live Oak; N 77' 36' W, 53.97 feet to an iron pin found; N 630 23'
15" W, 279.77 feet to an iron pin found; N 51' 54' 15" W, 77.46 feet to an iron pin found; N 380
08' 30" W, 259.64 feet to an iron pin found at an 8" Live Oak; N 31 ° 52' 15" W, 64.78 feet to an
iron pin found; N 19' 53' W, 223.39 feet to an iron pin found; N 12' 48' 45" W, 198.09 feet to an
iron pin found at an 8" Live Oak; N 150 03' 15" W, 314.92 feet to an iron pin found; N 33' 51'
15" W, 73.71 feet to an iron pin found; N 44' 52' W, 48.30 feet to an iron pin found; N 57' 54'
30" W, 66.91 feet to an iron pin found; N 640 39' W, 447.55 feet to an iron pin found and N 650
09' W, 371.07 feet to an iron pin found for the Northwest corner of the said Willrae Partners I,
Ltd. tract, being the Southwest corner of that certain tract of land, called 113.50 acres, as conveyed
to Emzie Lee Fisher by deed as recorded in Volume 756, Page 287, of the Deed Records of
Williamson County, Texas, for the Northwest corner hereof;
Page 1 of 9
THENCE, along the south line of the said 113.50 acre Fisher tract, N 69' 20' E, 1,682.59 feet to
an iron pin found marking the most northerly Northeast corner of the said Willrae Partners I, Ltd.
tract, for the most northerly Northeast corner hereof,
THENCE, with a fence, along an easterly line of the said Willrae Partners I, Ltd. tract, being the
west line of the said 50 acre Fisher tract, as follows; S 14' 54' 15" E, 295.09 feet to a 40d nail
found; S 14' 07' 45" E, 185.57 feet to a 40d nail found at a railroad tie post; S 18' 39' 15" E, 80.97
feet to a 40d nail found; S 20' 00' 45" E, 64.09 feet to a 40d nail found; S 21' 35' 45" E, 106.19
feet to a 40d nail found at a 32" Live Oak; S 20' 29' E, 280.39 feet to a 40d nail found and S 20'
59' 45" E, 141.06 feet to an iron pin found marking an interior corner of the said Willrae Partners
I, Ltd. tract, being the Southwest corner of the said 50 acre Fisher tract, for an interior corner
hereof;
THENCE, N 69° 36' 15" E, 1,841.06 feet to the Place of BEGINNING and containing 98.38
acres of land.
Page 2 of 9
RKLY LAND SURVEYING. LLC
P.O. Box 92588, Austin, TX 78709
512-202-8631
earlysurveying.com
TBPELS Firm No. 10194487
1.633 ACRES
WILLIAMSON COUNTY, TEXAS
A DESCRIPTION OF 1.633 ACRES (APPROXIMATELY 71,135 SQ. FT.), IN THE
CHARLES H. DELANEY SURVEY NO. 11, ABSTRACT NO. 181 IN WILLIAMSON
COUNTY, TEXAS, BEING ALL OF A 1.63 ACRE TRACT CONVEYED TO
GEORGETOWN INDEPENDENT SCHOOL DISTRICT IN A SPECIAL WARRANTY
DEED DATED MARCH 9, 2023 AND RECORDED IN DOCUMENT NO. 2023018425
OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID
1.633 ACRES BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS:
BEGINNING at a 1/2" rebar with "Steger Bizzell" cap found in the west right-of-way line
of Ranch Road 2338 (variable width right-of-way) as described in Volume 416, Page 60
of the Deed Records of Williamson County, Texas, being the northeast corner of the
said 1.63 acre tract, being also in the east line of a 34.124 acre tract described in
Document No. 2016000533 of the Official Public Records of Williamson County, Texas,
from which a 1/2" rebar with "Steger Bizzell" cap found for an angle point in the west
right-of-way line of Ranch Road 2338, for the northeast corner of the said 34.124 acre
tract bears North 20059'36" West, a distance of 735.82 feet;
THENCE South 20°59'36" East, with the west right-of-way line of Ranch Road 2338 and
the east line of the said 1.63 acre tract, a distance of 144.06 feet to a calculated point
for the southeast corner of the said 1.63 acre tract being the northeast corner of a
23.7011 acre tract described in Document No. 2025102042 of the Official Public
Records of Williamson County, Texas, from which,
• a 1/2" rebar found bears South 38000'01" West, a distance of 0.36 feet, and
a 1/2" rebar with "PBS&J" cap found for an angle point in the west right-of-way
line of Ranch Road 2338 and the east line of the said 23.7011 acre tract bears
South 20°59'36" East, a distance of 158.27 feet;
THENCE with the south line of the said 1.63 acre tract and the north line of the said
23.7011 acre tract, the following courses and distances:
North 66002'36" West, a distance of 35.50 feet to a 1/2" rebar with "Steger
Bizzell" cap found;
Page 3 of 9
2. South 69058'28" West, a distance of 724.95 feet 1/2" rebar with "Steger Bizzell" cap
found for the southwest corner of the said 1.63 acre tract, being the northwest corner
of the said 23.7011 acre tract, being also in the east line of Lot 1, G.I.S.D. West
Side, a subdivision of record in Document No. 2018043822 of the Official Public
Records of Williamson County, Texas, from which a 1/2" rebar with illegible cap
found for an angle point in the east line of said Lot 1 and the west line of the said
23.7011 acre tract bears South 20059'26" East, a distance of 149.73 feet;
THENCE North 20°59'26" West, with the west line of the said 1.63 acre tract and the
east line of said Lot 1, a distance of 94.01 feet to a 1/2" rebar with illegible cap found for
the northwest corner of the said 1.63 acre tract, from which a 1/2" rebar with illegible
cap found for an angle point in the east line of said Lot 1 and the west line of the said
34.124 acre tract bears North 20059'26" West, a distance of 571.26 feet;
THENCE crossing the 34.124 acre tract with the north line of the said 1.63 acre tract,
the following courses and distances:
1. North 69058'28" East, a distance of 725.02 feet to a 1/2" rebar with "Steger
Bizzell" cap found;
2. North 24006'28" East, a distance of 35.37 feet to the POINT OF BEGINNING,
containing 1.633 acres, more or less.
Surveyed on the ground on March 2, 2026.
Bearing Basis: The Texas Coordinate System of 1983 (NAD83), Central Zone, utilizing
the SmartNet North America Network.
Attachments: Survey Drawing No. 1093-002-EAST ROW2
08/07/2026
John L. Briley Date
Registered Professional Land Surveyor
State of Texas No. 7070
OF
JOHN L. BRILEY
� s, 1070
20 F e s s � °�!q
SUR
Page 4 of 9
�4<*
SKETCH TO ACCOMPANY A DESCRIPTION OF 1.633 ACRES (APPROXIMATELY
71,135 SQ. FT.), IN THE CHARLES H. DELANEY SURVEY NO. 11, ABSTRACT NO.
181 IN WIWAMSON COUNTY, TEXAS, BEING ALL OF A 1.63 ACRE TRACT
CONVEYED TO GEORGETOWN INDEPENDENT SCHOOL DISTRICT IN A SPECIAL
WARRANTY DEED DATED MARCH 9, 2023 AND RECORDED IN DOCUMENT NO.
LOT IA
N
2023018425 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS.
BLOCK
135.38 ACRES
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WESTSIDEN
(2018043822)
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DEUAN1 TROOP DURGIN WRIGHT PROPERTIES, L.P.
IJO• PORTION OF 34.124 ACRES
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ROES
GNA 181 (2016000533)
GEORGETOWN
INDEPENDENT
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URVEY
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(N24'05'34"E 35.30')
(2006075903)
(N69'58'39"E 724.90') N24'06'28"E 35.37�
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1.633 ACRES AS SURVEYED
APPROX. 71,135 SQ. FT.
GEORGETOWN INDEPENDENT SCHOOL DISTRICT
1.63 ACRES PER DEED
(2023018425)
5
S6 W 74.89')
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69'58' 9
(S69'S8'391N 724.89')
N66'02'36"W 35.50'/'
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SHOPS AT WILLIAMS RANCH, LLC
23.7011 ACRES
FROM WHICH A /
1/2" REBAR FOUND
(n 4s
(2025102042)
BEARS S38'00'01 "W 0.36'
T
JOfiN L. BRILEY
�7070 �
8/7/2026 S U R
DATE OF SURVEY: 02/26/26
PLOT DATE: 8/7/26
DRAWING NO.: 1093-002-EAST ROW2
DRAWN BY: JLB
SHEET 1 OF 1
Page 5 of 9
LEGEND
1/2" REBAR WITH "STEGER BIZZELL" CAP FOUND
1/2" REBAR WITH ILLEGIBLE OR DAMAGED CAP FOUND
1/2" REBAR WITH "PBS&J" CAP FOUND
1/2" REBAR WITH "EARLY BOUNDARY" CAP SET
RECORD INFORMATION
EARLY LAND SURVEYING, ILI C
P.O. BOX 92588
AUSTIN, TX 78709
512-202-8631
TBPELS FIRM NO. 10194487
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THE BASIS OF BEARINGS SHOWN
HEREON IS THE TEXAS COORDINATE
SYSTEM OF 1983 (NAD83), CENTRAL
ZONE, UTILIZING THE SMARTNET
NORTH AMERICA NETWORK.
ATTACHMENTS: METES AND BOUNDS
DESCRIPTION 1093-002-EAST ROW2
DESCRIPTION OF
DESCRIPTION OF A 3&53 ACRE TRACT OF LAND LOCATED IN THE C.H.
DIL.ANEY SURVFY, ABSTRACT 181, WILLIAMSON COUNTY, TEXAS, BEING OUT
OF THATCERTAM 50ACRE TRACT OF LAND CONVEYED TO EMZIE LEE FISHER,
ET UX, BY WARRANTY DEED OF RECORD IN VOLUME 354, PAGE 94, OF THE
DEED RECORDS OF WILtIAMSON COUNTY, TEXAS, SAIL) 38,53 ACRE TRACT
OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS
AS FOLLOWS:
COMMENCING, at a 1/2 inch iron rod fecund on the west right-of-way line of RM 2338, also
known as Williams Drive, an 80.00 foot wide roadway, as dedicated in Volume 416, Page
60, said Deed Records, at its intersection with the south line of said 50 acre tract of land,
for the eastern most northeast corner of that certain 98,38 acre tract of land conveyed to
the Georgetown Independent School District by Warranty Deed of record In Document No.
2006075903, of the Official Public Records of Williamson County, Texas, from which point
a 112 inch iron rod with cap stamped "5784" found on said west right-of-way line of RM
2338, for the eastern most southeast corner of said 98.38 ac tract of land, same point being
the northeast corner of that certain 34.124 acre tract of land conveyed to Troop Durgin
Wright Properties, LP, by Special Warranty Deed of record in Document No. 2016000533,
said official Public Records bears South 21'01'00" East, with said right-of-way, a distance
of 139.94 feet;
THENCE, South 69"36'44" West, with said south line of the 50 acre tract, same line being a
north line of said 98,38 acre tract, a distance of 374.52 feet to a 1/2 inch iron rod with cap
stamped "STEGER BIZZELL" set for the southeast corner and POINT OF BEGINNING of the
herein described tract,
THENCE, South 69'36'44" West, continuing with the common line of the 50 acre tract and
the 9838 acre tract, a distance of 1466.64 feet, to a 1/2 inch iron rod found for the
southwest corner of said 50 acre tract, same point being an interior corner of said 98.38
acre tract of land, and for the southwest corner of the herein described tract;
THENCE, with the west line of said 50 acre tract, same line being an east line of said 98,38
acre tract, the following seven (7) courses and distances:
1. North 20'59'16" West, a distance of 141.06 feet, to a 1/2 inch iron rod with cap
stamped "STEGER BIZZELL" set,
2. North 20'29'49" West, a distance of 280.19 feet to a 40d nail in a fence post found;
3_ North 21'33'45" West, a distance of 106.02 feet, to a 40d nail in a fence post found,
4, North 20'04'23" West, a distance of 64.17 feet, to a 40d nail In a fence post found,
Page 6 of 9
5. North 18'37'34" West, a distance of 80,98 feet, to a 1/2 inch iron rod with cap
stamped "STEGER BIZZELL" set;
6. North 14"06'04" West, a distance of 18S.59 feet, to a 40d nail In a fence post found;
7. North 14°53'55" West, a distance of 295,09 feet, to a 1/2 inch iron rod found on the
south line of that certain 113.S acre tract of land conveyed to Emzie Lee Fisher by
deed of record in Volume 7S6, Page 287, said Deed Records, for the northwest
corner of said 50 acre trart, same point being the northern most northeast corner
of said 98.38 acre tract of land, and for the northwest corner of the herein described
tract;
THENCE, North 69°09'19" East, with the north l;r (- : )f said 50 acre tract, same line being said
south line of the 113.5 acre tract of land, a distant a of 1407.10 feet, to a /2 inch iron rod
with cap stamped "STEGER BIZZELL" set for the northeast corner of the herein described
tract, from which point a Texas Department of Transportation concrete monument with
brass disc (TxDOT Type If) found on said west right-of-way line of RM 2338, bears North
69`09'19" East, a distance of 374,50 feet;
THENCE, South 20"59'55" East, severing said !30 acre tract, a distance of 1161.85 feet, to
the POINT OF BEGINNING, and containing 38.53 acres of land, more or less, within these
metes and bounds.
Bearings are based on the Texas Coordinate System of 1983, Central Zone (NAD 83 (2011)),
All distances shown hereon are surface values represented in U.S. Survey Feet based on a
Grid -to -Surface Combined Adjustment Factor of 1.00015,
The forgoing metes and bounds description and survey on which it is based Is accompanied
by and a part of survey map of the subject tract.
I certify that this description was prepared from a survey made on the ground in/an June
and July 2017, under my supervision.
Steger & Bizzell Engineertn Inc.
br'PEG18rf/jf lf�
Miguel A, Escobar, LSLS, RPLS IMiG ...... pE�ESC...
9Aq
Texas Reg. No. 5630
1978 South Austin Avenue ��yyoS�S oP /
Georgetown, Texas 78626
(512) 930-9412
TBPLS Firm No. 10003700
P'\22 00Q22M4 22534-Gi5D_Fisher' Su rvey Oata\Descrintions122S34•m&"ISD FisP�er Traci docx S� � 1 LEI
197P S .istin Ave,
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Page 7 of 9
E'AR L..' LAND N D SUR�IE.YIN J LL
P.O. Box 92588, Austin, TX 78709
512-202-8631
earlysurveying.com
TBPELS Firm No. 10194487
10.001 ACRES
WILLIAMSON COUNTY, TEXAS
A DESCRIPTION OF 10.001 ACRES (APPROXIMATELY 435,639 SQ. FT.) IN THE
C.H. DELANEY SURVEY NO. 11, ABSTRACT NO. 181 IN WILLIAMSON COUNTY,
TEXAS, BEING A PORTION OF A 50 ACRE TRACT CONVEYED TO EMZIE AND
ELZORA FISHER IN A WARRANTY DEED DATED NOVEMBER 5, 1948 AND
RECORDED IN VOLUME 353, PAGE 94 OF THE DEED RECORDS OF WILLIAMSON
COUNTY, TEXAS; SAID 10.001 ACRES BEING MORE PARTICULARLY DESCRIBED
BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at a concrete highway monument found for a point of tangency in the west
right-of-way line of Ranch Road 2338 (variable width right-of-way) as described in
Volume 416, Page 60 of the Deed Records of Williamson County, Texas, and shown on
TXDOT right-of-way strip map CSJ 2211-01-001, being in the north line of said 50 acre
tract, also being in the south line of a 113.5 acre tract described in Volume 756, Page
287 of the Deed Records of Williamson County, Texas, same being the south line of Lot
5 of M.C. Hamilton's Subdivision, a subdivision of record in Volume 27, Page 137 of the
Deed Records of Williamson County, Texas, from which a concrete highway monument
found in the east right-of-way line of Ranch Road 2338, bears North 69"31'35" East, a
distance of 80.00 feet;
THENCE South 20059'36" East, with the west right-of-way line of Ranch Road 2338,
crossing said 50 acre tract, a distance of 1164.60 feet to a 1/2" rebar with "Early
Boundary" cap set for an angle point in the west right-of-way line of Ranch Road 2338,
being in the south line of said 50 acre tract, being the northeast corner of a 3,848 sq. ft.
right-of-way dedication shown on the G.I.S.D. West Side, a subdivision of record in
Document No. 2018043822 of the Official Public Records of Williamson County, Texas,
from which a 1/2" rebar with "Steger Bizzell" cap found for the southeast corner of said
3,848 sq. ft. right-of-way dedication, bears South 20°59'36" East, a distance of 139.94
feet;
THENCE South 69037'24" West, with the right-of-way line of Ranch Road 2338, same
being the north line of said 3,848 sq. ft. right-of-way dedication, also being the south line
of said 50 acre tract, a distance of 27.50 feet to a 1/2" rebar with "Early Boundary" cap
set for the easternmost northeast corner of Lot 1, Block A of said G.I.S.D. West Side,
being the northwest corner of said 3,848 sq. ft. right-of-way dedication;
Page 8 of 9
Page 2
THENCE South 69°37'24" West, with the south line of said 50 acre tract and a north line
of said Lot 1, a distance of 347.07 feet to a 1/2" rebar with "Steger Bizzell" cap found for
an interior corner of said Lot 1;
THENCE North 20°59'31" West, crossing said 50 acre tract with an east line of said
Lot 1, a distance of 1161.72 feet to a 1/2" rebar with "Steger Bizzell" cap found in the
north line of said 50 acre tract, being the northernmost northeast corner of said Lot 1,
being also in the south line of said 113.5 acre tract, same being the south line of said
Lot 5;
THENCE North 69010'58" East, with the north line of said 50 acre tract, and the south
line of said 113.5 acre tract, same being the south line of said Lot 5, a distance of
374.52 feet to the POINT OF BEGINNING, containing an area of 10.001 acres, more or
less.
Surveyed on the ground on August 28, 2024.
Bearing Basis: The Texas Coordinate System of 1983 (NAD83), Central Zone, utilizing
the SmartNet North America Network.
Attachments: Survey Drawing No. 1093-002-125AC
0 tic
John L. Briley Date ... ..•..........
Registered Professional Land Surveyor JOHN L BRILEy
State of Texas No. 7070 \ t A •7070 --_ter;
Page 9 of 9
EXHIBIT E
MAINTENANCE AGREEMENT
HEIRLOOM HOMEOWNERS ASSOCIATION, INC.
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This 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 "Association"), (individually, a "Part " 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.
082625-6.P passed and approved by the Georgetown City Council on August 26, 2025
(the "PID Creation Resolution") containing approximately 618.98 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 and Construction Agreement
dated to be effective on August 27, 2025 and recorded in the Official Public Records
of Williamson County, Texas as Document No. 2026023941 and to the First
Amendment to the Development and Construction Agreement dated to be effective
on , 2026 and recorded in the Official Public Records of Williamson
County, Texas as Document No. (collectively, the
"Development Agreement').
WHEREAS, the Development Agreement requires, among other things,
creation of the Association and perpetual maintenance by the Association of the
"HOA Maintained Improvements/Areas" (as that term is defined in the
Development Agreement), which includes the Private Drainage Facilities, the
Page 1 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
Parkland, the Parkland Improvements, and the Park Trails, and Landscaping
Improvements in roadway medians, common areas, and other areas within the Property
that are not owned by an End Buyer of a residential or commercial Lot (with each
capitalized term 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 all HOA Maintained Improvements/Areas within the
District and otherwise administer the affairs of the Association in accordance with
the terms of the Development Agreement and the Declaration of Covenants,
Conditions and Restrictions for the Heirloom Subdivision (or similarly titled
document governing the development, improvement, and sale of land in the District)
dated to be 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 all HOA Maintained
Improvements/Areas except the Private Drainage Facilities have been or will be
conveyed to the City, in trust for the public, and are required to be maintained by the
Association; however, for clarity, it is restated that the Private Drainage Facilities are
not and will not be conveyed to the City for ownership or maintenance 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 the
exclusive jurisdiction and control of the Parkland, the Parkland Improvements, and
the Parkland Trails; and
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
Page 2 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1.01. 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 is incorporated
into this Agreement as if it was set out in full.
1.02. 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:
(a) "HOA Assessments" means the assessments the Association impose for the
purposes of, among other things, funding its obligations under this
Agreement.
(b) "HOA Maintained ImprovementslAreas" has the meaning given in the
Development Agreement.
(c) "Landscaping Improvements" has the meaning given in the Development
Agreement.
(d) "Parkland" has the meaning given in the Development Agreement.
(e) "Parkland Improvements" has the meaning given in the Development
Agreement.
(f) "Parkland Trails" has the meaning given in the Development Agreement.
(g) "Private Drainage Facilities" has the meaning given in the Development
Agreement.
1.03. 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 this Agreement.
1.01. MAINTENANCE REQUIREMENTS.
Page 3 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
(a) The Association shall, at its sole cost and expense, perform or cause to
be performed, all maintenance work for the HOA Maintained
Improvements/Areas, including, but not limited to, regular irrigation,
mowing, edging, trimming of shrubs and other plantings, mulching,
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.
(b) 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 and Landscape Improvements including, but not
limited to, regular mowing, clearing, and weed control, mulching, and
keeping the areas free of all trash and debris and proper functioning as
drainage facilities and/or landscape improvements (as appropriate).
(c) 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.
(d) 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' timers and shall only operate the irrigation systems manually in
order to prevent the icing of improved areas and equipment.
1.04. NO LIENS. The Association shall not cause, suffer, or allow any liens to be
placed on the Parkland.
1.05. HOA ASSESSMENTS/HEIRLOOM OWNER RESPONSIBILITIES
(a) The Association shall levy HOA Assessments in such amounts
necessary to perform its responsibilities under this Agreement.
Page 4of15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
(b) The Association shall levy HOA Assessments in amounts, as reasonably
determined by the City, necessary to replace the Parkland
Improvements at the end of their useful life.
(c) 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 Improvements/Areas 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 Improvements/Areas without
requiring any subsidies from Heirloom Owners.
1.06. CITY RIGHTS AND RESPONSIBILITIES FOR PARKLAND,
PARKLAND TRAILS, AND PARKLAND IMPROVEMENTS
(a) 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.
(b) 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.
(c) 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 alternations or improvements but shall be
under no obligation to do so prior to commencement of work.
1.07. INSURANCE.
Page 5 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
(a) 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.
(b) Notwithstanding the provisions of subsection (c) 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.
(c) 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 rating of no less
Page 6 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
than A- (VII), in the following types and for an amount not less than
he amount listed:
TYPE
Workers' Compensation
Employers' Liability
Commercial General Liability Insurar
to include coverage for the following:
Premises operations
*b. Independent Contractors
Products/completed operations
Personal Injury
Contractual Liability
*f. Environmental Impairment/Impact
sufficiently broad to cover disposal
liability
*g. Broad form property damage, to
include fire legal liability
Business Automobile Liability
Owned/leased vehicle
Non -owned vehicle
Hired Vehicles
AMOUNTS
Statutory
$1,000,000 / $1,000,000 / $1,000,000
For Bodily Injury and Property
Damage of $1,000,000 per occurrence;
$2,000,000 General Aggregate, or its
equivalent in Umbrella or Excess
Liability Coverage
Combined Single Limit for Bodily
Injury and Property Damage of
$1,000,000 per occurrence
*May be waived by the City Manager if not applicable to activities
performed by the Association.
(d) 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
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Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
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 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
(e) 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:
(f) 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
(g) 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
(h) Workers' compensation and employers' liability policies will provide a
waiver of subrogation in favor of the City.
(i) 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
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Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
Agreement. Failure to provide and to maintain the required insurance
shall constitute a material breach of this Agreement.
(j) 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.
(k) 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.
(1) It is understood and agreed that the insurance required is in addition to
and separate from any other obligation contained in this Agreement.
1.08. 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.
1.09. Termination by the Association. This Agreement may not be terminated
by the Association or any Owner.
1.02. Termination by the City.
(a) This Agreement may be 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:
Page 9 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
(1) Use of the Parkland becomes necessary for a different public purpose; or
(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
(3) The Association fails to comply with the terms and conditions of this
Agreement, including but not limited to, the insurance requirements
specified herein.
(b) Once this Agreement has been terminated, the City will perform
maintenance on the Parkland, Parkland Improvements, and Parkland Trail
consistent with 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).
(c) Notwithstanding anything to the contrary in this Agreement, the
Association's responsibility to own and maintain the Private Drainage
Facilities and the Landscaping Improvements 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 or the Landscaping Improvements.
1.10. 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.
1.11. 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.
1.12. 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.
Page 10 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
1.13. 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.
1.14. 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.
1.15. Headings. The section and paragraph headings contained herein are for
convenience of reference and are not intended to define, extend, or limit any
provisions of this Agreement.
1.16. 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.
1.17. 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.
1.18. Entire Agreement. This Agreement and any attached exhibits contain the
final and entire agreement between the Parties hereto and contain all of the terms
and conditions agreed upon, and supersedes all other agreements, oral or
otherwise, regarding the maintenance of the 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
Page 11 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
By:
Name:
Title:
Address for Notice:
THE STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of
, 2026 by , President of Heirloom
Homeowners Association, Inc., a Texas non-profit corporation on behalf of said
corporation.
By:
NOTARY PUBLIC, STATE OF TEXAS
Page 12 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
ATTEST:
am
THE CITY:
City of Georgetown, Texas, a home -rule
municipality
Bv:
Josh Schroeder, Mayor
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
LIM
Skye Masson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of
, 2026 by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule municipality, on behalf of the City of Georgetown, Texas.
f3\,:
Page 13 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
Notary Public Signature
THE CITY:
City of Georgetown, Texas, a home -rule
municipality
Bv:
Josh Schroeder, Mayor
ATTEST:
Robyn Densmore, City Secretary
APPROVED AS TO FORM:
M
Skye Masson, City Attorney
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this day of
2026 by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule municipality, on behalf of the City of Georgetown, Texas.
Notary Public Signature
Page 13 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
ATTEST:
LIN
THE CITY:
City of Georgetown, Texas, a home -rule
municipality
Bv:
Josh Schroeder, Mayor
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
, 2026 by Josh Schroeder, Mayor of the City of Georgetown, Texas, a
home -rule municipality, on behalf of the City of Georgetown, Texas.
an
Page 13 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
Notary Public Signature
HEIRLOOMTX, LLC, a Delaware limited
liability company
By:
Name: Daniel Trav_ for
Title: Manager
Date:
ACKNOWLEDGEMENT
STATE OF INDIANA §
COUNTY OF VANDERBURGH §
This instrument was acknowledged before me on the day of
2026, by Daniel Traylor, Manager of HEIRLOOMTX, LLC, a
Delaware limited liability company, on behalf of said limited liability company.
(seal)
Notary Public Signature
Page 14 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
HEIRLOOM EAST TX, LLC, a Delaware
limited liability company
By:
Name: Daniel
Title: Manager
Date:
ACKNOWLEDGEMENT
STATE OF INDIANA §
COUNTY OF VANDERBURGH §
for
This instrument was acknowledged before me on the day of
2026, by Daniel Traylor, Manager of HEIRLOOM EAST TX, LLC, a
Delaware limited liability company, on behalf of said limited liability company.
(seal)
Notary Public Signature
Page 15 of 15
Exhibit E to First Amendment to
Development and Construction Agreement (Heirloom)
EXHIBIT G
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Exhibit H to First Amendment to
Development and Construction Agreement (Heirloom)
EXHIBIT H -HEIRLOOM TRACT EAST
FIRE STATION LOT - EXHIBIT
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