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R-04-12-02-9D1 - 12/2/2004 04 � RESOLUTION NO. R-04-12-02-9D1 WHEREAS, the Highlands at Mayfield Ranch, Ltd. ("Developer" ) is the owner of approximately 345 . 79 acres of land located within the extraterritorial jurisdiction of the City of Round Rock ( "City" ) , and WHEREAS, Developer intends to develop the land as "Highlands at Mayfield Ranch" and has requested that the City consent to the creation of a Municipal Utility District ( "MUD" ) for said land, and WHEREAS, the City Council considered this item at its meeting of October 26, 2004 and adopted Resolution No. R-04-10-26-15D2 approving a consent agreement with modified language regarding the provision of fire protection service, and WHEREAS, the Developer' s attorney advises that the modified language will not be acceptable to the Texas Commission on Environmental Quality and the Developer has requested the Council to reconsider its previous action, and WHEREAS, the City wishes to enter into a Consent Agreement with the Developer regarding the creation of the MUD, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Consent Agreement with the Highlands at Mayfield Ranch, Ltd. , a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted OPFDesktop\::ODMA/WOP.LDOX%O:/WDOX/RESOLUTI/R41202D1.WPD/sls I . • , ' , I A upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 2nd day of December, 2004 . N May Ci of Round Rock, Texas J P CHRISTINE R. MARTINEZ, City Secre ry 2 CONSENT AGREEMENT BETWEEN CITY OF ROUND ROCK,TEXAS AND HIGHLANDS AT MAYFIELD RANCH, LTD. FOR HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT EXHIBIT s , All 181425-13 11/02/2004 CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Consent Agreement ("Agreement") is between the City of Round Rock, Texas (the "City"), a home-rule city located in Williamson County, Texas and Highlands at Mayfield Ranch, Ltd., a Texas limited partnership("Developer"). INTRODUCTION Developer owns or has an option to purchase approximately 345.79 acres of land located within the extraterritorial jurisdiction of the City (the "Land"). The Land is more particularly described by metes and bounds on the attached Exhibit A, and its boundaries are depicted on the concept plan attached as Exhibit B ("Concept Plan"). Developer intends to develop the Land as "Highlands at Mayfield Ranch," a master- planned, residential community that will include park and recreational facilities to serve the community. Although the Land is located within the City's extraterritorial jurisdiction, it is not located within the City's water or wastewater service areas, and the City will not provide water supply or wastewater treatment services to the Land. Because the Land constitutes a significant development area that will be developed in phases under a master development plan and will receive water supply and wastewater services through utility providers other than the City, Developer and the City wish to enter into this Agreement, which will provide an alternative to the City's typical regulatory process for development, encourage innovative and comprehensive master-planning of the Land, provide certainty of regulatory requirements throughout the term of this Agreement and result in a high-quality development for the benefit of the present and future residents of the City and the Land. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the agreements set forth below, the parties contract as follows. ARTICLE I DEFINITIONS Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or in the City's ordinances, the following terms and phrases used in this Agreement will have the meanings set out below: Agreement: This Consent Agreement between the City of Round Rock, Texas and Developer. City: The City of Round Rock, Texas, a home rule city located in Williamson County, Texas. City Manager: The City Manager of the City. 2 181425-13 11/02/2004 Concept Plan: The concept plan for the Land attached as Exhibit B as submitted by Developer on October 1, 2003 and approved by the City on July 7, 2004, as amended from time to time in accordance with this Agreement. County: Williamson County, Texas. Developer: Highlands at Mayfield Ranch, Ltd., a Texas limited partnership, or its successors and assigns under this Agreement. District: Highlands at Mayfield Ranch Municipal Utility District, a political subdivision of the State of Texas, to be created over a portion of the Land, with the consent of the City, as provided in this Agreement. Effective Date of this Agreement: The date when one or more counterparts of this Agreement, individually or taken together, bear the signature of all parties. Geor etown: The City of Georgetown, Texas. Land: Approximately 345.79 acres of land located in the City's extraterritorial jurisdiction, described by metes and bounds on Exhibit A. Master Development Fee: The fee to be paid by Developer to the City, as described in Article II. ARTICLE II DEVELOPER'S COMMITMENTS TO THE CITY Section 2.01 Master Development Fee. As consideration for this Agreement, Developer agrees to pay the City a Master Development Fee of up to $1,600,000 out of proceeds from the issuance of bonds by the District. This Master Development Fee will be calculated at the rate of 8% of each bond reimbursement received by Developer from the District for construction, geotechnical and engineering expenditures advanced by Developer for water, wastewater and drainage facilities within the Land, in accordance with the formula attached as Exhibit C. Each installment of the Master Development Fee will be payable to the City if, as and when the bond reimbursement upon which the fee is calculated is received by Developer. Section 2.02 Arterial H Extension. a. As additional consideration for this Agreement, Developer agrees to construct two lanes of Arterial H from Flowstone Lane to Lagoona Drive in Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit D-1 (the "Developer Extension"). The City acknowledges that the City has previously collected and is holding fiscal security posted by others sufficient to fund $200,493 of the cost of the Developer Extension, and agrees to release that fiscal to the Developer to reimburse Developer for a portion of the costs of the Developer Extension upon completion of construction of the Developer Extension. b. Developer and Parkside at Mayfield Ranch, Ltd. ("Parkside") have negotiated and will enter into a cost sharing agreement with the County (the "Roadway Participation Agreement") for the extension of two lanes of Arterial H, constructed to urban standards, from 3 181425-13 11/02/2004 Mayfield Ranch Section 7 west to Sam Bass Road, as shown on Exhibit D-2 (the "County Extension"). A copy of the Roadway Participation Agreement is attached hereto as Exhibit E. The Developer agrees to perform all of its obligations under the Roadway Participation Agreement. As provided in the Roadway Participation Agreement, and as additional consideration for this Agreement, Developer and Parkside will (i) obtain and pay the cost of the engineering design of the County Extension, and provide this design to the County for approval; and (ii) upon approval of the design by the County, post fiscal to cover the remainder of their fifty percent of the estimated cost of the County Extension (the "Arterial H Fiscal"). The foregoing notwithstanding, Developer agrees that, if the Arterial H Fiscal has not been posted by the Developer prior to the time the County approves the first subdivision plat for the Land, the Developer will post the Arterial H. Fiscal with the County at the time of such plat approval. C. The Developer agrees that the portion of the right-of-way for Arterial H located within the Land will be excluded from the boundaries of the District prior to the time the District calls an election to authorize bonds, so that it may be annexed by the City. Section 2.03 Water Storage Tank Site. a. As additional consideration for this Agreement, Developer agrees to dedicate the tract of land more particularly described in Exhibit F-1 to the City (the "Tank Site"). The City proposes to construct a water storage tank on the Tank Site; however, due to the fact that the Land will not receive water service from the City, this proposed water storage tank will not benefit the Land or the Developer. Dedication of the Tank Site will result in the loss of a number of proposed residential lots planned for the Tank Site, at a projected cost to Developer of $200,000, and the City acknowledges that the dedication of the Tank constitutes valuable consideration to the City. The Developer agrees that the Tank Site will be excluded from the boundaries of the District prior to the time the District calls an election to authorize bonds, so that it may be annexed by the City. . b. The Tank Site will be dedicated to the City, by dedication deed in the form attached as Exhibit F-2, on or before the first anniversary of the date of this Agreement. The Tank Site may, with the approval of the Developer, which will not be unreasonably withheld, be used for a municipal purpose other than as a site for a water storage tank; however, no use that would create a nuisance or adversely affect the desirability and value of the residential areas within the Land for any reason, including, without limitation, due to appearance, noise or traffic, will be permitted. ARTICLE III MASTER DEVELOPMENT PLAN Section 3.01 Phased Development. Developer intends to develop the Land in phases. Portions of the Land not under active development may remain in use as income-producing agricultural lands or as open space land. Section 3.02 Concept Plan; Exceptions. The City hereby confirms (i) its approval of the Concept Plan effective July 7, 2004, and (ii) that the Concept Plan complies with the City's General Plan, as amended. The City approves the land uses, densities, exceptions, roadway 4 181425-13 11/02/2004 alignments and sizings and other matters shown on the Concept Plan, and confirms that the Concept Plan has been approved by all required City departments, boards and commissions. Section 3.03 Development Review and Approval. The City agrees that Williamson County will have the sole responsibility for review and approval of all construction plans, development plans, preliminary plans, and subdivision plats within the Land, and that, except as provided in Section 5.02, no City review or approval will required and no related City fees will be assessed. The City agrees to amend its interlocal agreement with Williamson County to delegate the authority for such approvals to Williamson County. The foregoing notwithstanding, the Developer agrees that the Land will be developed in accordance with all City subdivision ordinance requirements which are applicable under Section 212.003, Texas Local Government Code, subject to any modifications of such requirements provided by this Agreement. The Developer agrees to provide service availability letters from the applicable water and wastewater utility service providers at the time of submission of each final plat. Section 3.04 Term of Approvals. The Concept Plan will be effective for the term of this Agreement. Any preliminary subdivision plat or final subdivision plat that is consistent with the Concept Plan, applicable City ordinances and state law will be effective for the term of this Agreement. Section 3.05 Amendments. Due to the fact that the Land comprises a significant land area and its development will occur in phases over a number of years, modifications to the Concept Plan may become desirable due to changes in market conditions or other factors. Minor variations of a preliminary plat or final plat from the Concept Plan that do not increase the overall density of development of the Land, as contemplated by the City's General Plan, will not require an amendment to the Concept Plan. Minor changes to the Concept Plan, including minor modifications of street alignments, minor changes in lot lines, the designation of land for public or governmental uses; changes in lot sizes that do not result in an increase in the overall density of development of the Land (including any increase in lot sizes resulting in a decrease in the total number of lots) or any change to a public use, including, but not limited to school use, will be approved administratively by the City's Director of Planning. Major changes to the Concept Plan must be consistent with the terms of this Agreement and will be subject to review and approval by the City. ARTICLE IV CREATION OF DISTRICT Section 4.01 Consent to Creation of District. The City acknowledges receipt of Developer's request, in accordance with Section 54.016, Texas Water Code and Section 42.042, Texas Local Government Code, for creation of the District over the Land. On the Effective Date of this Agreement, the City has approved the resolution attached as Exhibit G (the "Consent Resolution") consenting to the inclusion of the portion of the Land described in the Consent Resolution within the proposed District. The City agrees that Exhibit G will constitute and evidence the City's consent to the creation of the District within its extraterritorial jurisdiction. Section 4.02 Water and Wastewater Services to District. The Land is located outside of the water and wastewater service areas of the City and the City will have no obligation to extend water or wastewater services to the Land under the terms of this Agreement.. 5 181425-13 11/02/2004 Section 4.03 Street Lighting. Developer, or an electric utility, will construct all required street lighting within the boundaries of the District, and the District will be required to operate and maintain the street lighting within its boundaries. Section 4.04 Annexation. a. The City agrees that it will not annex the District until: (i) water, wastewater and drainage facilities have been completed to serve at least 90% of the developable acreage within the District; and (ii) (a) Developer has been reimbursed by the District for the water, wastewater and drainage facilities in accordance with the rules of the Texas Commission on Environmental Quality or (b)the City has expressly assumed the obligation to reimburse Developer under those rules. The City agrees that a request for annexation will not be required to be submitted with any final plat of property within the District. b. Contemporaneously with the annexation of the land within the District, the City will zone any undeveloped property within that District consistently with the land uses shown on the Concept Plan, and will zone all developed property consistently with the land uses in existence on the date of the annexation. ARTICLE V DEVELOPMENT MATTERS Section 5.01 Generally. Developer will have the right to select the providers of CATV, gas, electric, telephone, telecommunications and all other utilities and services, including solid waste collection and recycling services, or to provide "bundled" utilities within the Land. Section 5.02 Drainage. Due to the fact that the Land is upstream from the City, the Developer's drainage plan will be subject to City review and approval, which will be not unreasonably withheld or delayed. The City agrees that the Land will be eligible to participate in the City's regional detention facilities, rather than providing on-site detention, on the same basis as other development within the City's extraterritorial jurisdiction. Subject to the City's review and approval of the Developer's drainage plan, the availability of capacity, and the payment of all applicable City fees, the City agrees to provide written confirmation of its commitment of detention capacity or services for the Land. Developer, or its successors or assigns, will maintain all stormwater drainage facilities within the Land that are not accepted by the District for operation and maintenance, including all drainage easements. Section 5.03 Fire Protection Services. The Developer agrees to negotiate a fire plan with the City, for presentation to the District, under which the District would receive fire protection and emergency service from the City and the District would compensate the City for such services as authorized by Section 49.351, Texas Water Code. The City acknowledges that the fire protection plan must be approved by the Texas Commission on Environmental Quality and the voters within the District, and approval will be subject to confirmation that the Land is not included within the service area of an existing emergency services district. 6 181425-13 11/02/2004 ARTICLE VI PARK AND RECREATIONAL AMENITIES; KARST DEDICATION Section 6.01 Parkland. The Developer agrees that not less than 35 acres of the park or open space land shown on the Concept Plan will be dedicated for open space, mitigation or other public purposes, including the 25.8 acres (the "Karst Tract") described on Exhibit H which will be dedicated to the Williamson County Karst Foundation (the "Karst Foundation"). The dedication of the Karst Tract to the Karst Foundation will be made on or before the approval of the first final subdivision plat out of the Land. The City agrees that Developer will receive a 100% credit for such dedications against the City's parkland dedication requirements and that no additional parkland dedication or park fees will be required. The Developer agrees that the Karst Tract will be excluded from the boundaries of the District prior to the time the District calls an election to authorize bonds. Section 6.02 Improvements. Any playground equipment constructed by Developer will meet consumer product safety standards. ARTICLE VII AUTHORITY AND VESTING OF RIGHTS Section 7.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 212.172 of the Texas Local Government Code, which authorizes the City to make written contracts with the owners of land establishing lawful terms and considerations that the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities. The parties intend that this Agreement guarantee the continuation of the extraterritorial status of portions of the Land as provided in this Agreement; authorize certain land uses and development on the Land; provide for the uniform review and approval of plats and development plans for the Land; provide exceptions to certain ordinances; and provide other terms and consideration, including the continuation of land uses and zoning after annexation of the Land. Section 7.02 Vesting of Rights. The Concept Plan submitted by Developer on October 1, 2003 constitutes an application by Developer for the subdivision and development of the Land, and initiated the subdivision and development permit process for the Land. The City acknowledges that Developer has vested authority to develop the Land in accordance with this Agreement. It is the intent of the City and Developer that these vested development rights include the character of land uses, the number of units, the general location of roadways, the design standards for streets and roadways, and development of the Land in accordance with the standards and criteria set forth in this Agreement and applicable City ordinances in existence on October 1, 2003, subject to any exceptions described in this Agreement. Section 7.03 Landowner's Right to Continue Development. In consideration of Developer's agreements hereunder, the City agrees that it will not, during the term of this Agreement, impose or attempt to impose: (a) any moratorium on building or development within the Land or (b) any land use or development regulation that limits the rate or timing of land use approvals, whether affecting preliminary plats, final plats, site plans, building permits, certificates of occupancy or other necessary approvals, within the Land. The preceding sentence does not apply to temporary moratoriums uniformly imposed throughout the City due to an 7 181425-13 11/02/2004 emergency constituting imminent threat to the public health or safety, provided that such a moratorium will continue only during the duration of the emergency. ARTICLE VIII TERM,ASSIGNMENT AND REMEDIES Section 8.01 Term. The term of this Agreement will commence on the Effective Date and continue for 15 years thereafter, unless terminated on an earlier date under other provisions of this Agreement or by written agreement of the City and Developer. Upon the expiration of 15 years, this Agreement may be extended, at Developer's request, with City Council approval, for up to two successive 15-year periods. Section 8.02 Termination and Amendment by Agreement. This Agreement may be terminated or amended as to all of the Land at any time by mutual written consent of the City and Developer and, following creation of the District, the District, or may be terminated or amended only as to a portion of the Land by the mutual written consent of the City and the owners of the portion of the Land affected by the amendment or termination and, following creation of the District, the District. Section 8.03 Assignment. a. This Agreement, and the rights of Developer hereunder, may be assigned by Developer, with the City's consent, to a subsequent developer of all or a portion of the undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights and obligations and be executed by the proposed assignee. The City's consent to any proposed assignment will not be unreasonably withheld or delayed. b. If Developer assigns its rights and obligations hereunder as to a portion of the Land, then the rights and obligations of any assignee and Developer will be severable, and Developer will not be liable for the nonperformance of the assignee and vice versa. In the case of nonperformance by one developer, the City may pursue all remedies against that nonperforming developer, but will not impede development activities of any performing developer as a result of that nonperformance. C. This Agreement is not intended to be binding upon, or create any encumbrance to title as to, any ultimate consumer who purchases a fully developed and improved lot within the Land. Section 8.04 Remedies. a. If the City defaults under this Agreement, Developer may enforce this Agreement by seeking a writ of mandamus from a Williamson County District Court, or may give notice setting forth the event of default ("Notice") to the City. If the City fails to cure any default that can be cured by the payment of Money ("Monetary Default") within 45 days from the date the City receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such cure to completion, Developer may terminate this Agreement as to all of the Land 8 181425-13 11/02/2004 owned by Developer, or as to the portion of the Land affected by the default; however, any such remedy will not revoke the City's consent to the creation of the District.. b. If Developer defaults under this Agreement, the City may enforce this Agreement by seeking injunctive relief from a Williamson County District Court, or the City may give Notice to Developer. If Developer fails to cure any Monetary Default within 45 days from the date it receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such cure to completion, the City may terminate this Agreement; however, any such remedy will not revoke the City's consent to the creation of the District.. C. If either party defaults, the prevailing party in the dispute will be entitled to recover its reasonable attorney's fees, expenses and court costs from the non-prevailing party. Section 8.05 Cooperation. a. The City and Developer each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder. b. The City agrees to cooperate with Developer in connection with any waivers or approvals Developer may desire from Georgetown or Williamson County in order to avoid the duplication of facilities or services in connection with the development of the Land. C. In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, Developer and the City agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or(ii) by depositing it with Federal Express or another service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement, or(iv) by facsimile with confirming copy sent by one of the other described methods of notice set forth. Notice by United States mail will be effective on the earlier of the date of receipt or 3 days after the date of mailing. Notice given in any other manner will be effective only when received. For purposed of notice, the addresses of the parties will, until changed as provided below, be as follows: 9 181425-13 11/02/2004 CITY: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Attn: City Manager With Required Copy to: Steve Sheets Sheets & Crossfield 309 E. Main Street Round Rock, Texas 78664-5264 DEVELOPER: Highlands at Mayfield Ranch, Ltd. 1011 N. Lamar Blvd. Austin, Texas 78703 Attn: Blake Magee With Required Copy to: Sue Brooks Littlefield Armbrust& Brown, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 The parties may change their respective addresses to any other address within the United States of America by giving at least 5 days' written notice to the other party. Developer may, by giving at least 5 days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. Section 9.02 Severability; Waiver. If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that a provision be added to this Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement will not be deemed a waiver thereof or of any other provision, and such party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. Section 9.03 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. Section 9.04 Entire Agreement. This Agreement contains the entire agreement of the parties. There are no other agreements or promises, oral or written, between the parties regarding the subject matter of this Agreement. This Agreement can be amended only by written agreement signed by the parties. This Agreement supersedes all other agreements between the parties concerning the subject matter. 10 181425-13 11/02/2004 Section 9.05 Exhibits, Headings, Construction and Counterparts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice-versa. The parties acknowledge that each of them have been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or inconsistency between the provisions of this Agreement and otherwise applicable City ordinances, the terms of this Agreement will control. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will together constitute the same instrument. This Agreement will become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the parties. Section 9.06 Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday or legal holiday. Section 9.07 Authority for Execution. The City each certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. Developer hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of Developer. Section 9.08 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A- Metes and Bounds Description of the Land Exhibit B - Concept Plan Exhibit C - Master Development Fee Formula Exhibit D-1 - Developer Extension Exhibit D-2 - County Extension Exhibit E- Roadway Participation Agreement Exhibit F-1 - Water Storage Tank Site Exhibit F-2 - Dedication Deed Exhibit G Consent Resolution 11 181425-13 11/02/2004 Exhibit H - Karst Dedication Site IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY OF ROUND ROCK By: Printed Name: Title: Date: HIGHLANDS AT MAYFIELD RANCH, LTD. By: BJM Mayfield Ranch GP, Inc.,a Texas corporation, General Partner By: Blake J. Magee, President Date: 12 181425-13 11/02/2004 EXHIBIT A bEINC 345.19 acres in the John Powell Survey; Abstract No, 491 in ' Uilliamaon County, Texas, and boing out of and a part of a 1437,1, 5 sere tract of land dsacribad Ln a deed from James Carland Walsh, at ux, to Tom E. Nelson, Jr., Trustee No. 1. deed dated June 25, 1973, and recorded in Vol. 371. Page 446. Deed Records. Willi'doson County, Texas, BEGINNUI0 at an iron stake found by a fine: cornet post marking the , y. Northeast corner of the said 1437,45 acre tract and being the North. east corner hereof; said point also being the Southeast corner of a 358.00 acre tract of land dolor bad in a deed to TOM E, tl@lson, Jr., Oesd of Rodord in Vol. 556, Page 273 of the Dead Record@ of Williamson . County, Texaal TRENC6 5 20'28'9, 1953.08 feet with the fence along the East boundary line of the said 1431.45 acre tract to an iron stake by a fence corner post for a corner hereof; THENCE S 67'28'W, 571,46 fast With do offset in the fence along the East boundary line of the said 1437.45 ante tract to on iron scaks by a fence corner post for an "el,l" corner hereof; i TIIE14CE 9 21001% 2914.18 feet With the fence along the East boundary line of the said 1437.45 acre tract to an icon stake by a fence corner pocc marking the Southeast corner hereof; said point also betne an "ell" corner in the said Ease boundary line of the 1437.45 acre tract and also being on or near the South boundary Lina of the John Powell Survey and the North line of the Ephraim Evans Survey) j 711ENCE S 68'59'W, 2997,23 feet along the South boundary line hereof t and along or near the South boundary Line of the said John Powell Survey, to an iron •take sec in the fence along the 'Went boundary line of the said 1431.45 acre tract marking the Southwest corner hereof. said polrlc also being in the East boundary line of the Dick Mayfield 'tract; 'n1ENCt N 17'351u, 1141,97 East with the fence to a fence corner post marking the Northeast coater of the Dick Mayfield tract and the- Southeast heSoutheast corner ol •the Perry Mayfield Tract, said point also being the Northeast comer of the Washington Anderson Survey and the •Southeast corner of the John D. Anderson Survey as fenced and used upon the ground; 711ENCE continuing With the East line of the Perry Mayfield Tract and the West boundary lioa hereof as fotloast N 17'49'W, 801.31 East; N 19'46'11. 832.00 Eeetl and N 18.54'111 1466.92-fast to an iron betake Eouni by a fence corner post marking the Northwest cotter of the said 1437.45 Acre tract, said point also being the Northeast corner of the Perry Mayfteld Tract, near the Southeast corner of the Tom Z. Batson, Jr. Tract which is described in Vol. 558, Page 217 of -the Dead Records of Williamson County. Texas, and the Southwe4t corner of the 338.00 acre tract referred to above; THENCE wf.th the fenot along the North houndnry line of the said 1437.45 acre trace and the South bounonry line rf the sold Ton E. Nelson, Jr. Tract, N 68.371401'E, 3316.1.& feet, end N 42'13'E, 51,91 feet to the PLACE.01i•_090INN INC, �11� ♦♦ ♦�•�� 1111111/ == — •� �♦j SII♦��:��r.�j'=_ =_=_ �_ • ♦ ♦ ♦ �� X111►�- �� o ♦ ♦�!i II �I /11► � �/►� I �� 11/,11 /�� 1111� �11I�1 ,�111111111; �II� all mom �� ,�` •� � i iii'►:� /`� - UMPi ► � �� Bill ,. �j♦111 = = =� ♦I�� - �. � '� ='' ��/11► �� X1111111 � ..�,:. .. 11110 � �j��_�11111111111111111� EXHIBIT C MASTER DEVELOPMENT FEE CALCULATION TOTAL ELIGIBLE MUD BOND ISSUE AMOUNT: $ Less: Non-Construction Costs: Legal and Financial Advisory Fees: $ Interest Costs: $ Capitalized Interest Developer Interest Bond Discount $ Administrative and Organization $ (including creation costs and operating advances) Bond Application, Market Study $ TCEQ Bond Issuance Fee $ Total Non-Construction Costs: $ Application, Review and Inspection Fees $ Site Costs $ Offsite Costs $ Total Deductions: $ NET ELIGIBLE MUD BOND ISSUE AMOUNT $ MASTER DEVELOPMENT FEE PERCENTAGE: X 8% MASTER DEVELOPMENT FEE AMOUNT: $ * based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of developer reimbursables performed at the time of each Bond issue Exhibit C Page 1 of 1 181425-13 11/02/2004 ITHE "DEVELOPER'S PROJECT t: 1 :1 Ia b �,�;•o'. f;�•t,�`i i!:�.�;i'^ l�ii��r��♦rr`�ifIP1'�i!IIIli�9111► �\ t rtk� r _ / _ _ _ _f1/t►��i%��J.IIRIL'1117111dii�aC�, , - �ts� e • .,w wr.r/ •<=$' Fti t �1'®';�, •'�`.� '�?.�:i Sss'A� y fr�s>.. __,.�h�:, •�:r , al '• .I��i;�ri�tV«�aei I�.��.I►Ci11H>�:i�llil !11.11 Ji 1 1. �.� 1//.� 7 �t� �A /i/ I f �`>1w� .F�t�^�}i .��.I� ��r`�,7•f� ��ST �� ✓�� /��1..• NZ,it,- ��' U�/�.I •s. � � •. �.� ��II \d �..1� �ii■��r .��i�Y I/\ ate`` ae..a1.. 1'1'1•■ ._�� r� �� - ��'ti1�111�. �� i��' �J� ��• \ e O !. _+� ��7 �1�•��.,r,. / fin IM t•I �.�1��►�1 ■.��Ill►I !rI ' r�!� /� 1��►' 'r► L \�:'ta I r� ♦7�•r ua j• r��I l��r�,�� ; r _J f,�+. /. � 1,11v� •'s� i�'.`��r ►��1�Ls�. �JIIj Oi� WE � G �, �� , •��t�C�'1�1►\'�`�►.l�Ian,ja�• >tj i�`��%♦ ��11��:- ar•� ,✓ 1•�� .,,C� � a 1 t.�-'I►. ...1!..;,:.,n.• a'1►�� 1�a .rw��.•L%'1,♦/ rCi�ns��a1�� e '� ~�� 1 +^i'O� •r'1L45 • sru ..•�.. �.II, ./ .'��.�� r•�� . ��1�1'�/ �1Ta �i e//'" 1' /_ *Yj ,L� r rj =�IJt,� �■... �' 11,a, i. •��_�� '11�`tom,• � • Ir \ \ 5. `mfr'�� Iw�w/+a:r f1�F` •,�: ■�.� �� • R ��. `1.5�■ wpm RL FO U SAR WN IMF MV ' / .. ,;•S: / of ►�� •margo ,�� r �P N �fii� ��yia•1•/�i,1,�/i/, `" I ,'86 1 ! 4 rdla~'�;�'' I�jie,/.,�/>r ill i�� -�ll�,�. • 1 �� ►'., C;g rr �� r ►r.. •l%i.rra� %�. •. dry _/!III7��'Ifi� •i '�/ 't �• ► �►��1 - —_ter .. // I. 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'� �� L3. Lir \► {t'/�1�f!111L Ifi�•■r. .�ar�fl ��/�i� .��I/'+`,�/� , ri��r��•i/4�itj/ �>►• 9 • , • /titf3�Ll��:f•:'�_r�7�..�t_:.•>l�Ics[-lt�i_•_�f�J r , \R � ti ARTERIAL H ' ROADWAY PARTICIPATION AGREEMENT This. Roadway Participation Agreement ("Agreement") is entered into between Williamson County, Texasthe "Coup g Mayfield Ranch, Ltd., a Texas ( "County") and Highlands at limited partnership ("Highlands") and Parkside at Mayfield Ranch, Ltd., a Texas limited partnership ("Parkside") (collectively, the "Developers"). The County and the Developers are sometimes individually referred to as a "Party" and collectively referred to as the "Parties." Each of the Parties confirms that it has the authority to enter into this Agreement and the ability to perform its obligations under this Agreement, without the further approval or consent of any other person or entity. Recitals WHEREAS, Highlands is in the process of developing a residential develgpment to be known as the Highlands at Mayfield Ranch(the"Highlands Project"); and WHEREAS, Parkside is in the process of developing a residential development to be known as Parkside at Mayfield Ranch(the "Parkside Project"); and WHEREAS, in connection with its development of the Highlands Project, and in recognition of the impact that the development will have on traffic demands in the County, Highlands has agreed to construct two lanes of Arterial H from Flowstone Lane to Lagoona, Drive in the Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit"A4" (the "Developer's Project"); and WHEREAS, both the general public and the Developers will benefit if the County and the Developers cooperate in order to expedite an additional extension of Arterial H from Mayfield Ranch Section 7 west to Sam Bass Road as shown on Exhibit "A-2" (the "Project"); and WHEREAS, the County is willing to proceed with construction of the Project, provided that the Developers pay or reimburse the County for certain costs of the Project, as provided in this Agreement; and WHEREAS, the County has agreed to dedicate 100 feet of right-of-way for the Project and the Developers have obtained the agreement of the Palmer brothers to dedicate 100 feet of right-of-way (comprising approximately 3.5 acres) out of the "Palmer Tract" for the Project, as shown on Exhibit"A-211; NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations and benefits set forth in this Agreement, the Parties agree as follows: -------------Section L------_Arterial-H; The-Project, --Arterial-H- will-be-designed-as a.minor.arterial;--_.- FOrn divided four-lane roadway, which will include curb and gutter, and will be located within Vele approximately 100-feet of right-of-way, depending on design requirements. The Project will 193976-6 09/27/2004 EXHIBIT E Page I of 14 consist of the extension of two lanes of Arterial H, constructed to urban standards, from Honey Bear Creek(Mayfield Ranch, Section 7)west to Sam Bass Road, as shown on Exhibit"A-2". a. The design for Arterial H will include the following features: i. Four 12-foot wide travel lanes; ii. Asphalt pavement sections with curb and gutter; iii. Traffic signal. underground conduit and pull boxes at the intersection of Arterial H and Sam Bass Road; iv. Mitigation for environmental impacts as and to the extent required by applicable law, with the County providing any necessary mitigation land, as provided in Section 2; and V. Erosion/sedimentation controls,revegetation, and stormwater management during construction as required by the County and the Texas Commission on Environmental Quality ("TCEQ'), and permanent stormwater management controls as required by the County, TCEQ and the City of Round Rock. b. The Project will include the following features: i. Two 12-foot wide travel lanes, with curb and gutter on the north side, from Honey Bear Creek (Mayfield Ranch, Section 7) to :Sam Bass Road, as shown on Exhibit"A-2"; and ii. A six-foot wide sidewalk on the north side of the right-of-way,meeting all applicable accessibility standards and built simultaneously with the road segment. Section 2. Mitigation Land: Impervious Coverage If the presence of endangered species requires mitigation for the Project, the Developers will not be responsible for any mitigation land unless a further agreement is entered into between the County and .the . L� Developers. If the total cost of mitigation wouldexceed $50 000 then the County may give written notice to the Developers advising the Developers of the cost of mitigation and that the �U County elects to terminate unless the Developers provide the necessary mitigation land or funds required to reduce the County's cost of mitigation to $50,00. Unless the Developers give written notice to the County within I S days of the Developer's receipt of the Count3'E notice that the Developers elect to provide such land or funds then this Agreement will automatically terminate and be of no further force or effect. If sufficient County-owned open space is available, the County also agrees to designate and include sufficient County-owned land in the application to the TCEQ for the Project so that the impervious coverage for the Project will not exceed 20 percent. Section 3. Budget. The preliminary budget for the Project is attached as Exhibit"B" (the "Preliminary Budget"). Upon award of a construction contract for the Project, the Project Engineer, as defined below, will prepare an updated budget for the Project, which will reflect the accepted bid price, will include each of the line items contained in the Preliminary Budget, and 2 193976-"97.10/ 04/2004 EXHIBIT E Page 2 of 14 (a) The Developers will retain Randall Jones Engineering or another engineer selected by Developers and approved by the County("Project Engineer"), to prepare the design for the Project. The Developers will advance and pay the fees and charges of the Project Engineer, which will not exceed a maximum of 10 percent of the Total Construction Cost, as set forth in Section 12, and all payments by the Developers to the Project Engineer will be credited against Developers' share of the costs of the Project payable under this Agreement. The County approves the form of the contract to be entered into with the Project Engineer attached as Exhibit"C". (b) The design of the Project will be subject to approval by the County and all other governmental agencies with jurisdiction. The County agrees to review the plans and specifications for the Project and to provide the Project Engineer with written comments specifically identifying any required revisions within ten days of submission of the plans and specifications to the County. Section 5. Project Management. Blake . Magee Company will manage the construction of the Project ("Project Manager"). The Project Manager will ensute timely and satisfactory completion of the Project, including planning and conducting a preconstruction conference, monitoring the construction schedule, providing the County with prior notice of major items of work during construction, and otherwise coordinating among the Parties and other persons and entities involved in the Project on an ongoing basis. The County will pay the fees and charges of the Project Manager, which will not exceed a maximum of four percent of the Total Construction Cost, as set forth in Section 12. The County hereby approves the form of the contract to be entered into with the Project Manager attached as Exhibit"D". Section 6. Designated Representatives. The County and the Developers each designate the individual specified below ("Designated Representative") to represent them and to act on their behalf with respect to the subject matter of this Agreement. Each Designated Representative will have authority to determine and interpret the policies and exercise the discretion of the Party it represents, and a Party may rely on the decisions and representations made by the other Party's Designated Representative with respect to the subject matter of this Agreement, except as provided by Section 15(d) below. Each Designated Representative may designate other representatives to transmit instructions and receive information on the Designated Representative's behalf. County: Joe England Address: 710 South Main St. Georgetown, Texas 78626 Highlands: Blake Magee Address: 1011 North Lamar Boulevard Austin, Texas 78703 ---- ..... ......... ------------------------- ------------------ ----- - - -- ---------------- [Fn or Parkside: Blake Magee E 3 193976-6 09/27!2004 EXHIBIT E Page 3 of 14 Address: 1011 North Lamar Boulevard Austin, Texas 78703 The Project Manager and the Project Engineer will each report regularly to, and cooperate and coordinate with, the Parties' Designated Representatives. The Designated Representatives will be required to cooperate and coordinate with one another, including meeting with and or reporting information to one another regarding the Project, either at regular intervals or at other times determined by the County, and reviewing and commenting in a timely manner on work .products associated with the Project. Section 7. Fiscal for Developer's Cost Participation. Upon the Project Engineer's preparation of the Updated Budget, the Developers agree to post fiscal in an amount equal to (a) fifty percent of the total cost of the Project ("Total Project Cost"), as set forth in the Updated Budget less (b)(i) the sums advanced by the Developers to pay the cost of design of the Project, as set forth in Section 4(a) and (ii) any sums advanced by the Developers to pay for permitting of the Project(the"Developer's Cost Share"). Section 8. Construction and Acquisition of Project. (a) The Parties acknowledge that the Project is a County road construction project and involves construction of public improvements. Accordingly, the Project will be constructed and all easements, equipment, materials and supplies acquired in the name of the County. The County and the Developers acknowledge and agree that all tangible personal property to be purchased for use in construction of the Project and all taxable services to be performed for the design, management and construction of the Project are subject to the sales tax exemption provisions of Section 151.311 of the Texas Tax Code. The County agrees to provide its employer identification number and any other information reasonably required to obtain an exemption of sales tax for the Project and the labor and materials incorporated into the Project upon the Project Manager's request. (b) The County will award a contract for the construction of the Project in the form and with the content of the contract attached as Exhibit "E" (the "Construction Contract"). Within 10 days after execution of the Construction Contract, the County will provide the Developers with a copy of the executed Construction Contract and copies of any related documents, including the required insurance certificates, and payment and performance bonds in compliance with Chapter 2253, Texas Government Code. The County will also provide the Developers with copies of any subsequent documents amending or replacing the Construction Contract or any related documents; however, no change orders to the Construction Contract may be made without the Developers' approval, which will not be unreasonably withheld or delayed. (c) The Developers acknowledge that the County, as a political subdivision of the State of Texas, is subject to the provisions of Chapter 2258, Subchapter B, of the Texas Government Code, pertaining to prevailing wage rates. The Contractor will be required to pay not less than the prevailing wage rates established by the County to workers employed by it in the-executi.on..af..the..Construction_Contract,-and-to.-comply--with-all-applicable-provisions--of_:-- Fom Chapter 2258, Subchapter B, Texas Government Code, including the recordkeeping required vele therein. Further, the Contractor will be required to certify in writing that it provides worker's 4 193976-6 09/27/2004 EXHIBIT E Page 4 of 14 compensation insurance coverage for each employee of the Contractor employed on the Project, and to obtain a certificate from each subcontractor, relating to the coverage of the subcontractor's employees, in accordance with Section 406.096, Texas Labor Code. The Contractor will be required to implement and maintain all customary or necessary safety precautions and programs in connection with the construction of the Project. (d) Within 30 days after the later of(i)the date that all required approvals of the plans for the Project are obtained or(ii) the date that all required approvals of the subdivision plat and construction plans for the first phase of either the Highlands Project or the Parkside Project are obtained, the County will execute the Construction Contract and the Project Manager will issue notice to proceed with construction of the Project to the Contractor. The County will: (i) construct, and require its contractor (the "Contractor") and subcontractors to diligently pursue construction of, the Project in a good and workmanlike manner and, in all material respects, in accordance with the plans and specifications and all applicable laws,regulations, and ordinances, and (ii) make timely payment for all materials received and work properly performed under each applicable contract, subject to any applicable retainage requirements and amounts withheld due to improper work or punch list items. (e) . The Project Engineer will: (i) provide the County with all existing geotechnical surveys, topographic surveys, and right-of-way boundary exhibit/control maps; (ii) provide all feasibility or environmental impacts or assessments or studies and permits or approvals required by applicable federal, state, or local law, including those for noise, trees, archaeological or historical sites, wetlands, stormwater, endangered species, or similar resources; (iii) provide all engineering design for construction of the Project in compliance with the County's standards applicable to roads of the same type and classification as the Project, including utility and infrastructure relocations or adjustments, preparation of final plans and specifications, construction cost estimates, and other supporting documentation, which will be in a form that can readily be used in preparation of the Construction Contract documents; (iv) prepare and submit to the County for approval, at preliminary alignment, thirty percent (301/o) design complete, sixty percent (60%) design complete, and ninety percent (90%) design complete, plans and specifications for the Project in compliance with the County's standards applicable to roads of the same type and classification as the Project, ensure that the plans and specifications are accompanied by appropriate engineering reports as required by the County pursuant to its standards applicable to roads of the same type and classification as the Project, (v) within five business days of receipt, review and approve or take other appropriate action regarding shop drawings and samples, and requests for information,the results of tests and in§pections and other data that the Contractor is required to submit rovided ...th ------ ------- - provided, ------ EDerl however, that, for structural or geotechnical items, the applicable review and approval period will be ten days; 5 193976-6 09/27/2004 EXHIBIT E Page 5 of 14 (vi) determine the acceptability of substitute materials and equipment proposed by the Contractor, receive and review for general content as required by the applicable specifications maintenance and operating instructions, schedules, guarantees, bonds and certificates of inspection which are to be assembled by Contractor in accordance with the Construction Contract; prepare or review change orders, and design any necessary engineering changes; (vii) approve all pay estimates submitted and certify them as correct; (viii) maintain master job files of correspondence, reports of conferences, shop . drawings, samples, reproductions of the applicable plans and specifications, change orders, addenda, daily inspection reports, additional or revised drawings, and other related construction documents, which will be available for inspection by the County at all times; (ix) periodically inspect the Project during construction, (x) reject all work and materials found not to conform to minimum requirements of the Construction Contract and the plans and specifications and, in consultation with the County, ensure that defects are corrected or remedied; (xi) respond to the County in writing within three business days to advise the County of the remedies that will be effected to correct any defects brought to the attention of the Engineer by the County or otherwise brought to the attention.of the Engineer; (xii) attend the final inspection of each portion of the Project in the presence of the County inspector and transmit a list of any items to be completed or repaired to the County and the Contractor; and verify the Contractor's correction of the same; (xiii) upon completion of the Project, make any changes to the plans and specifications for the Project required to reflect field changes and, after verifying that the revised plans reflect, to the best of his knowledge and belief, actual conditions, submit record drawings of the Project to the County; and (xiv) determine the County's long-term responsibilities for maintenance of storm water quality best management practices after completion and acceptance of the Project. All work product produced by the Project Engineer will meet customary professional standards applicable to the work product or the Project, as reasonably determined by the County, and is subject to approval by the County based on cost effectiveness, sound engineering principles and practices, and applicable legal requirements, which approval shall not be unreasonably withheld, conditioned or delayed. (f) The Project Manager will: (i) manage construction of the Project, and make monthly reports to the 'Parties on-the-pfogressof-construction-and-the-amounts-paid-to the-Contractor;------------------------------- FeDeIe 6 193976-6 09/27/2004 EXHIBIT E Page 6 of 14 submit all proposed changes to the plans and specifications and change orders to the Construction Contract to the County for approval at least five business days prior to approving or executing them; (iii) arrange and coordinate materials testing with the Contractor through an independent materials testing lab and provide the Parties with all testing information within three business days of receipt; (iv) arrange and observe with the Construction Contractor all acceptance testing for the Project; (v) upon substantial completion of the Project, provide the Parties with a certificate of substantial completion for the Project prepared by the Project Engineer, together .with copy of the notice to the Contractor of observed items,requiring completion or correction; (vi) permit the County to inspect the construction of the Project at all reasonable times during construction until final acceptance of the Project by the County; (vii) coordinate the final inspection of the Project with the County's inspectors, If, after initiation of construction, the Project Manager, based on cost effectiveness, sound engineering principles and practices, or applicable legal requirements, reasonably determines that the Project cannot be completed without modifications to the approved plans and specifications, the Project Manager, in consultation with the County, will coordinate with the Project Engineer to make those required changes. Any modifications that would materially change the plans and specifications or increase the amount of the Construction Contract will be subject to the Developers' and the County's approval within ten business days after receipt of notice of the proposed changes from the Project Manager,which approval will not be unreasonably withheld. (g) The Project will be constructed in dedicated public rights-of-way or dedicated easements. (h) The Project must be constructed in a good and workmanlike manner and all material used in the construction must be free from defects and fit for their intended purpose. Section 9. Lection. Inspections and certifications will be conducted in accordance with standard County policies,procedures, and requirements. The County will notify the Project Manager and Project Engineer in writing if any inspection reveals that any part of the Project is not constructed or completed in accordance with the plans and specifications or this Agreement or is otherwise materially defective, and this notice will specifically detail any deficiencies. If an inspection indicates that work or material may not comply with the plans and specifications or the requirements of this Agreement, the County may require the Contractor to suspend work until the County is satisfied any defect is or will be remedied. Section 10. Completion of Project. - - - - Forn EDele 7 193976-6 09,2712004 EXHIBIT E Page 7 of 14 (a) The County must cause the Project to be substantially complete within twelve months from the issuance of notice to proceed to the Contractor, and must be finally accepted by the County within fifteen months from the issuance of notice to proceed. (b) The Project Engineer will prepare a written notice of substantial completion and forward the notice to the Project Manager, who will submit the notice to the County. The County will conduct a final inspection of the Project within five business days after receiving written notice of substantial completion from the Project Manager. If completed in accordance with the terms of the plans and specifications and this Agreement in all material respects, the County will certify the Project as being in compliance and issue a notice of final.acceptance to , the Project Manager. (c) The Contractor will be responsible for any defects in workmanship or materials (ordinary wear and tear excepted) in the Project for one year following acceptance by the County. (d) Upon final acceptance of the Project by the County, the Project Manager and the Project Engineer will deliver all plans, specifications, and files pertaining to the Project to the County. Section 11. Cost of Project to be Funded by County. The County will promptly pay all costs of the Project as they become due; including, without limitation, all .costs of design, engineering, materials, labor, construction, project management and inspection arising in connection with the Project; and all payments arising under any contracts entered into for the construction of the Project. Section 12. Timing and Amount of Payment by Developers. (a) The Developers will pay one half of the actual costs of the Project, based on the Updated Budget, in accordance with and subject to the following: (i) The Developers will pay one half of the total construction cost payable to the Contractor under the Construction Contract, including one-half of the capital costs for street lighting incorporated into the Project ("Total Construction Cost'). The Total Construction Cost will not exceed $1,800,000 unless an increase in the Total Construction Cost is authorized by the Developer. (ii) The Developers will pay one-half of the cost of required review, permit, inspection fees for the Project, exclusive of County fees. The County hereby waives all County review,permit and inspection fees in connection with the Project. (iii) The Developers will pay one-half of the fees paid to the Project Manager. (iv) The Developers will pay one-half of the cost of copies and reproduction and contingency, not to exceed one-half of the related line items as set forth on the Budget 'attach-ed-as-Exhlbit B:------- ------- - ------------------ -------------------------- [EDele 8 193976-6 09/27/2004 EXHIBIT E Page 8 of 14 (vi) The Developers receive a credit against the Total Construction Cost in an amount equal to the sums paid to the Project Engineer and any review fees advanced by Developer in connection with processing the plans for the Project. (b) Monthly Payments by Developers. The Project Manager will submit an invoice to t he D evelopers each•month w hich d etails s ums d ue a nd p ayable t o t he C ontractor, P roj ect Engineer and P roj ect Manager for services and work performed during the previous calendar month, together with the following backup documentation: (i) a signed Williamson County Invoice Cover Sheet Form, in the form attached as Exhibit "F"; (ii) a narrative explanation of the items for which payment is requested; (iii) copies of all Contractor pay estimates included in the request for payment, which will include a detailed summary of the work completed by the Contractor and an affidavit of bills paid and partial lien waiver from the Contractor; (iv) copies of all Project Engineer invoices included in the request for payment, which will include a detailed summary of the work completed by the Project Engineer; (v) copies of all Project Manager invoices included in the request for payment; and (vi) copies of any invoices for permits, inspection .or testing, or other miscellaneous costs of the Project. (c) A minimum five percent retainage will be withheld on payments to the Contractor until the Project is accepted by the County. In addition, the final 15% of the Project Manager's fee will be held as retainage until the Project is accepted by the County. These retainage amounts will be released and paid by the County within 30 days of final acceptance of the Project and delivery to the County of the Contractor's affidavit of bills paid and final lien waiver. (d) If t he s ervices a nd w ork d escribed i n t he i nvoice w ere r endered i n c ompliance with this Agreement, the Developers will make payment to the County within 30 days of receipt of each invoice submitted as provided in (b), above. In thee vent changes or corrections are required to any invoice, a request for additional information must be made by the Developers within five days of receipt of the invoice. If the Developers do not request any changes or additional information within five days, the invoice will be deemed approved. If the Developers fail to pay any approved invoice within 30 days, the Developers will be in default hereunder and the County may draw against the fiscal posted by the Developers under Section 7, and apply the funds received to the Developers' required payments hereunder. (e) Upon completion of the Project and payment of all sums due from the Developers hereunder, the fiscal posted by the Developers will be released by the County. ._.._ . ... _...-...... -. ....... ..... .---... -- -- -----...-- EDerl Section 13. Developers Completion of Project. 9 193976-6 09/27/2004 EXHIBIT E Page 9 of 14 (a) If the County begins but does not diligently pursue timely completion of construction of the Project substantially in accordance with the plans and specifications and this Agreement for any reason, the Developers have the right, but not the obligation, to complete the construction of the Project pursuant to the Construction Contract or otherwise. Before exercising this right, the Developers will send the County written notice specifying the deficiency in the County's performance Wand the actions required to cure the deficiency. If the County does not cure the deficiency within ten days, the Developers may assume the Construction Contract and proceed with construction of the Project. (b) If the Developers elect to complete the Project, all plans, designs, easements, real . and personal property produced or installed within the public right-of-way for the Project may be utilized by the Developers to the reasonable extent necessary to allow the Developers to complete and maintain the Project. Section 14. Miscellaneous. (a) Any notice given hereunder by any Party to another must be in writing and may be effected by personal delivery or by certified mail, return receipt requested,when mailed to the appropriate Party's Designated Representative, at the addresses specified in Section 4, with copies as noted below: County: Williamson County, Texas 710 South Main St. Georgetown, Texas 78626 Attention: Joe England with copy to: Charlie Crossfield Sheets &Crossfield 309 East Main Street Round Rock, Texas 78664 Developers: Highlands at Mayfield Ranch, Ltd. 1011 North Lamar Boulevard Austin, Texas 78703 Attn: Blake Magee Parkside at Mayfield Ranch, Ltd. 1011 North Lamar Boulevard Austin, Texas 78703 Attn: Blake Magee The Parties may change their respective addresses for purposes of notice by giving at least five days written notice of the new address to the other Party. If any date or any period provided in this Agreement ends on a Saturday, Sunday or legal holiday, the applicable period will be ,extended-to-the-next businessclay:- .....------ EDerlie 10 193976-6 09/27/2004 EXHIBIT E Page 10 of 14 (b) As used in this Agreement, whenever the context so indicates, the masculine, feminine, or neuter gender and the singular or plural number will each be deemed to include the others. (c) This Agreement contains the complete and entire Agreement between the Parties respecting the Project, and supersedes all prior negotiations, agreements, representations, and understandings, if any, between the Parties. This Agreement may not be modified, discharged, or changed except'by a further written agreement, duly executed by the Parties. However, any consent, waiver, approval or other authorization will be effective if signed by the Party granting or making such consent, waiver, approval, or authorization. (d) No official, representative, agent, or employee of the County has any authority to modify this Agreement, except pursuant to such express authority as may be granted by the commissioners court of the County. (e) The Parties agree to execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the purposes of this Agreement. (f) If performance by any Party of any obligation under this Agreement is interrupted or delayed by reason of unforeseeable event beyond its control, whether such event is an act of God or the common enemy, or the result of war, riot, civil commotion, sovereign conduct other than acts of the County under this Agreement, or the act of conduct of any person or persons not a party or privy hereto, then such Party will be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof. (g) To the extent allowed by law, each Party will be responsible for, and will indemnify and hold harmless the other Parties, their officers, agents, and employees, from any and all claims, losses, damages, causes of action, lawsuits or liability resulting from, the indemnifying Party's acts or omissions of negligence or misconduct or in breach of this Agreement, including but not limited to claims for liquidated damages, delay damages, demobilization or remobilization costs, or claims arising from inadequacies, insufficiencies, or mistakes in the plans and specifications and other work products or any other materials or services a Party provides under this Agreement. Each Party will promptly notify the others of any claim asserted by or against it for damages or other relief in connection with this Agreement. (h) The Parties acknowledge that in the event of default on any obligation under this Agreement, remedies at law will be inadequate and that, in addition to any other remedy at law or in equity, each Party will be entitled to seek specific performance of this Agreement. (i) This Agreement will be construed under the laws of the State of Texas and all obligations of the Parties hereunder are performable in Williamson County, Texas. Any suits pursued relating to this Agreement will be filed in a court of Williamson County, Texas. (j) Any clause, sentence, provision, paragraph, or article of this Agreement held by a _.._... �.._... - - -...... :...... .................... EDerl court of competent jurisdiction to be invalid, illegal, or ineffective will not impair, invalidate, or 11 193976-6 09/27/2004 EXHIBIT E Page 11 of 14 nullify the remainder of this Agreement, but the effect thereof will be confined to the clause, sentence, provision, paragraph, or article so held to be invalid, illegal, or ineffective. (k) This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, successors, and assigns. No Party may assign its rights or obligations under this Agreement without the written consent of the other Party. (1) Except as otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties hereto, any benefits, rights or remedies under or by reason of this Agreement. (m) This Agreement is effective upon execution by all the Parties. This Agreement may be executed simultaneously in one or several counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. The terms of this Agreement will become binding upon each Party from and after the time that it executes a copy hereof. In like manner, from and after the time it executes a consent or other document authorized or required by the terms of this Agreement, such consent or other document will be binding upon such Party. If the County has not executed the Construction Contract and given notice to proceed by June 30, 2006, the Developers may terminate this Agreement and be relieved of any obligation to pay any amount under this Agreement. If all required rights-of-way for the Project has not been obtained by January 2006, either the County or the Developers may terminate this Agreement and, in such event, both parties will be relieved of any and all obligations under this Agreement. (n) The following exhibits are attached to and incorporated i all purposes: nto this Agreement for Exhibit A-1: Developer's Project Exhibit A-2: The Project and Right-of-Way Exhibit B: Preliminary Budget Exhibit C: Form of Project Engineer's Contract Exhibit D: Form of Project Manager's Contract Exhibit E: Form of Construction Contract Exhibit F: Williamson County Invoice Cover Sheet Form IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of equal dignity, on this day of 2004. WILLIAMSON COUNTY, TEXAS By: Name:i 3A% Title: A......-... 7... 1 ----------- ----------------------- -----. Forn nDele 12 193976-6 09/27/2004 EXHIBIT E Page 12 of 14 HIGHLANDS AT MAYFIELD RANCH, LTD. By: BJM Mayfield Ranch GP, Inc.,a Texas corporation, General Partner By: Blake J. Magee, President Date: ... ... -- .._..-. EDerle 13 193976-6 09/27/2004 EXHIBIT E Page 13 of 14 PARKSIDE AT MAYFIELD RANCH, LTD., a Texas limited partnership its General Partner By: Name: Title: Date: .. .... ............ . . -- . . --- .......... .................... -- EDele 14 193976-6 09/27/2004 EXHIBIT E Page 14 of 14 1 � ' ■ • � L �f�mi�y /l�o��`.'�gq„��'� �r'(��,��' /_:••,��) �;,:f�i►��Al��:■��A! �1 /I(t�, '/ t► '1��>_. note �/� ,I � 11111,/ �.IIIIL�iJ111► �, •� I �y11��'I��If J "�// L �0' \1 [�.. — � //I//l r r r1-.M �. 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I/I, 11ft/Ilfl-�l�r�.�l,�1. /iji�� ,,'�`�`` .L•'lIj:% ••I.I_,1rII,•y ,��I��I r��l`. � (�`�� .1 ��/.,C ��.,, � �•��.a1 U/ I�f, ��m��=��..4h�r�%'� [I a �",•� �•♦ -,�I�Ir Q N i'1� 'i0 �b �.. /1 �� X11% %.: i .�. i *.�+/�// l�.�.� .\��,,.�__, 1,�, l►�;.kl�± r/ —��`� r �1 '�w,��A� �J2'1/l�iilllfi '�:;^ r h .... • tel,;1;\� �, :;.:-.-."iiII '.�/� ♦i'� 7lt��1 �t'iI♦ t � +nu �� ri r�r. ,• l r~ .� u /.._ •-_�j 1� . I�.�I� V� ,•�� .• �.!�� ♦�0:.1/�� 111) ��ILIH11�IlS�' '�� A r��/p. v'° ��`�%r..��/�►.,�!♦� � •'�I �� 1/1,1`. .�. ♦► ��L,►►�, . �� 11 1 unI � � � .]Ij�c'' /A�• ♦�� y�=`�•�.��Li. �� • • Vol. :1� �s1/i��zr//m.^s�/c+,'•1•„�si,c.a. I.c�ln11 / 11f7�- EXHIBIT"B" 2004 ARTERIAL H TO SAM BASS DATE:September 20,2004 TOTAL COST 2,110,040 FILE: Arterial H to Sam Bass COST/LOT/MF 0 PROJECT:Arterial H to Sam Bass PROJECT#: USE: S. F.LOTS ACRES: 11.50 LOT SIZES: NO.OF LOTS: 1 LINEAR FEET OF STREETS: 4,250 50.00% 50.00% COST BID TOTAL WILLIAMSON HIGHLANDS/ TOT COST/ CODE DESCRIPTION BUDGET PRICES BUD/BID COUNTY PARKSIDE L.F.STREET HARD COSTS STREETS 557,500 0 557,500 278,750 278,750 131 SIDEWALKS-4,100'N.Side 52,500 0 52,500 26,250 26,250 12 WATER 0 0 0 0 0 HONEYBEAR CREEK CULVERT 400,000 0 400,000 200,000 290,000 94 WATER QUALITY POND 0 0 0 0 0 0 DRAINAGE 585,000 0 585,000 292,500 292,500 138 EROSION CONTROLS 50,000 0 50,000 25,000 25,000 12 STREET LIGHTS 38.500 0 38.500 19.250 19.250 9 TOTAL HARD COSTS 1,683,500 0 1,683,500 841,750 841,750 396 SOFT COSTS UNDERGROUND ELEC,CAB,Tb 0 0 0 0 0 0 ENGINEERING-8% 134,680 0 134,680 67,340 67,340 32 SOIL TESTING 15,000 0 15,000 7,500 7,500 4 FILING/INSPECT. FEES-2% 33,670 0 33,670 16,835 16,835 8 TCEQ 5,000 0 5,000 2,500 2,500 1 DETENTION FEE 0 0 0 0 0 0 OVERSIZE FEE 0 0 0 0 0 0 MANAGEMENT FEES-4% 67,340 0 67,340 33,670 33,670 16 COPIES&REPRODUCTION 2,500 0 2,500 1,250 1,250 1 CONTINGENCY-10%OF H.C. 168,350 0 168.350 84.175 84.175 40 0 TOTAL SOFT COSTS 426,540 0 426,540 213,270 213,270 100 TOTAL COSTS 2,110,040 0 2,110,040 1,055,020 1,055,020 496 `Project will construct 1-24'lane(curb and gutter)from Mayfield Ranch,Section 7 to Sam Bass Road Revised .Dec 24,03 Initial Budget Jan 27,04 Based on Hard Cost Estimate by Randall Jones Eng. Sep 20,04 Final Budget Attached to Roadway Agreement 09/23/04 EXHIBIT B Parkside at Mayfield Ranch-Arterial H to Sam Bass.123 to EXHIBIT E EXHIBIT "C" AGREEMENT FOR ENGINEERING SERVICES FOR ARTERIAL"H" STATE OF TEXAS § COUNTY OF TRAVIS § THIS AGREEMENT made, entered into, and executed this 23`d day of September 2004,by and between THE HIGHLANDS AT MAYFIELD RANCH,LTD. (hereinafter called the"CLIENT")and RANDALL JONES ENGINEERING, INC. (hereinafter called the'ENGINEER"). WHEREAS, the CLIENT desires to construct street and drainage improvements for a tract of land,located approximately between Sam Bass Rd. and Honey Bear Creek and from Flowstone Lane to Lagoona Drive in Williamson County, Texas, to be known as ARTERIAL"H"(hereinafter called the "PROJECT"); WHEREAS, the CLIENT desires to obtain' professional engineering services,in connection with the PROJECT,such services to include development of design concepts;.design and preparation of construction plans for internal drainage, and street improvements; WHEREAS, the ENGINEER is qualified and capable of performing the professional engineering services proposed herein, is acceptable to the CLIENT, and is willing to enter into an Agreement with the CLIENT to perform such services; NOW,THEREFORE,be it resolved, that the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT OF THE ENGINEER The CLIENT agrees to retain the ENGINEER, and the ENGINEER agrees to perform professional engineering services in connection with the PROJECT as set forth in sections following;and the CLIENT agrees to pay, and the ENGINEER agrees to accept fees as specified in sections following as full and final compensation for the'work accomplished. ARTICLE 2 PROFESSIONAL ENGINEERING SERVICES The following categories of services are to be provided by the ENGINEER under this Agreement: PROFESSIONAL SERVICES AGREEMENT 1 EXHIBIT C to EXHIBIT E Page 1 of 12 A. Basic Services B. Additional Services Basic Services include and are limited to engineering design for the street, water and wastewater systems and drainage improvements for the proposed roadway.The Additional Services include work items that maybe required to supplement the Basic Services. 2.1 BASIC SERVICES The Basic Services will be performed in two phases: design and construction administration. Improvements will consist of street and drainage improvements to single family lots. The services to be provided bythe ENGINEER in each of these phases are as follows: 2.1.1 Final Design Phase a. Prepare final drawings and specifications for incorporation into the Contract Documents. The drawings and specifications will be based on the approved Roadway Alignment and supporting documents,and shall comply with regulations in effect at the date of execution of this contract. Revisions resulting from modifications to this basis prompted by either the CLIENT or reviewing agencies shall be performed as an Additional Service. b. Prepare one time,an estimate of development cost based on the approved drawings, specifications, and materials and labor prices prevailing at the time of the estimate without consideration of inflationary increases in cost. C. The ENGINEER will assist the CLIENT in procuring approvals from reviewing agencies by participating in submissions to and negotiations with these agencies. Preparation and assistance in making presentations to reviewing agencies shall be limited to normal procedures for obtaining approvals. If additional support by the ENGINEER is required due to prolonged actions by said bodies or staff,or due to a variance from ordinance,such work will be performed as an additional service upon prior approval by CLIENT. The CLIENT will be responsible for payment of all review, inspection,and recording fees. 2.1.2 Construction Administration- Bidding a. Prepare for review and approval by CLIENT, remaining components of Contract Documents including construction contract agreement forms, general conditions, supplementary conditions, and where appropriate,bid forms, invitations to bid, and instruction to bidders. PROFESSIONAL SERVICES AGREEMENT 2 EXHIBIT C to EXHIBIT E Page 2 of 12 b. Assist the CLIENT in obtaining bids or negotiating proposals for each separate prime contract for construction materials,equipment and services by distributing sets ofbid documents to Contractors. C. Assist the CLIENT in evaluating bids or proposals in assembling and awarding contracts by supervising bid opening, tabulating bids, notifying bidders of results, writing letter of intent to award, writing notice to proceed, and reviewing and approving bond insurance documents. 2.1.3 Construction Administration—Construction Phase a. Make visits to the site at intervals appropriate to the various stages of construction to observe as an experienced and qualified design professional the progress and quality of the executed work of Contractor(s) and to determine in general if such work is proceeding in accordance with the Contract Documents. ENGINEER shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of such work. ENGINEER shall not be responsible for the means,methods, techniques,sequences or procedures of construction selected by Contractor(s)or the safety precautions and programs incident to the work of the Contractor(s). ENGINEER's efforts will be directed toward providing a greater degree of confidence for CLIENT that the complete work of Contractor(s)willconform to the Contract Documents,but the ENGINEER shall not be responsible for the failure of Contractor(s) to perform the construction work in;accordance with the Contract Documents. During such visits and on the basis of his on-site observations ENGINEER shall keep CLIENT informed of the progress of the work,shall endeavor to guard CLIENT against defects and deficiencies in such work and may disapprove or reject work failing to conform to the Contract Documents. b. Issue al l instructions of CLIENT to Contractor(s);issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare change orders as required; have authority, as CLIENT's representative, to require special inspection or testing of the work upon approval b CANT;act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make decisions on all claims of CLIENT and Contractor(s) relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work; but ENGINEER shall not be liable for the results of any such interpretations or decisions rendered by him in good faith. C. Based on ENGINEER's on-site observations as an experienced and qualified design professional and on review of applications for payment and the accompanying data and schedules, determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts; such recommendations of PROFESSIONAL SERVICES AGREEMENT 3 EXHIBIT C to EXHIBIT E Paapinf17. payment will constitute a representation to CLIENT,based on such observations and review, that the work has progressed to the point indicated that, to the bestof ENGINEER's knowledge, information and belief, the quality of such work is in accordance with the Contract Documents(subject to an evaluation of such work as a functioning Project upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any qualification stated in his recommendation), and that payment of the amount recommended is due Contractor(s); but by recommending any payment ENGINEER will not thereby be deemed to have represented that continuous or exhaustive examinations have been made by ENGINEER to check the quality or quantity of the work or to review the means, methods, sequences, techniques for procedures of construction or safety precautions or programs incident thereto or that ENGINEER has made an examination to ascertain how or for.what purposes any title to any Contractor has used the moneys paid on account of the Contract Price,or that title to any of the work materials or equipment has passed to CLIENT free and clear of any lien, claims, security interests or encumbrances, or that the Contractor(s) have completed their work exactly in accordance with the Contract Documents. d. Conduct an inspection to determine if the PROJECT is substantially complete and final inspection to determine if the work has been completed in accordance with the Contract Documents and if each Contractor has fulfilled all of his obligations thereunder so the ENGINEER may recommend, in writing, final payment to each Contractor and may give written notice to CLIENT and the Contractor(s) that the work is acceptable (subject to any condition therein expressed). e. Construction staking shall be done by RJ Surveying and paid for by the CONTRACTOR. For the fee stated in the construction contract,SURVEYOR shall provide construction staking and prepare cut sheets as required for initial street excavation; and final field staking and cut sheet preparation for storm sewer, wastewater and street construction. All restaking and resetting of pins will be considered additional work and will be billed on an hourly fee basis. 2.2 OFFSITE IMPROVEMENTS Offsite improvements beyond the limits of"The Project"are not anticipated for this contract and are excluded from the services described herein. 2.3 ADDITIONAL-SUPPLEMENTAL SERVICES The following list of fees and supplemental services will be considered outside the scope of basic services. All additional work will be billed hourly, or at a predetermined lump sum price. PROFESSIONAL SERVICES AGREEMENT 4 EXHIBIT C to EXHIBIT E Page 4 of 12 Extra Sections ADA Applications Detention Ponds TCEQ Applications Water Quality Ponds Pa ent of all government fees FHA Grading Plans Addressing of further questions after the plans have been approved Detention/Flood Plain Study/Analysis EPA/NPDES/TPDES Applications and Permits Flood Plain Study or FEMA Revisions Offsite Roads and Utilities for Future and Proposed Lots 2.4 EXCLUSIONS The services stipulated in the section below are specifically excluded from the scope of Basic-Services. They shall be offered, if required, at the time that a definite scope of service can be defined. In the event these services are required, a scope of services and any fee adjustment shall be agreed upon in advance of services being accomplished; and the Agreement shall be amended. These services include: a. Surveys for Right-of-way acquisition and offsite easements.Field surveying,deed research,office calculation, map preparation, and certifications required to settle boundary disputes, encroachments, conflicts, determination of deeds of trust, or other similar problems, b. Field surveys to locate and identify trees and other vegetation on the property. c. Assistance in obtaining variances from City Ordinances. d. Visits to the job site, other than periodic visits, to approve construction, mediate disputes, etc. e. Restaking of lot corners for gas, electric, water and wastewater service construction. f. Geotechnical or Soil and foundation investigations or any special surveys and tests which maybe required for design,and arrangement for such work to be done. g. Redesign of proposed.improvements due to CLIENT requests,changes in reviewing agency standards,or to accommodate existing improvements as designed by others. h. Resetting of lot pins upon completion of construction. I. Preparation of field notes for land exchanges or dedication of easements by separate instrument. j. Assistance in obtaining franchise utility services, i.e. gas, electric, telephone, cable TV. PROFESSIONAL SERVICES AGREEMENT 5 EXHIBIT C to EXHIBIT E _--- _ Page 5 of 12 k. Design of retaining walls and other structural elements. 1. Meetings, reports, or other assistance requested by parties other than CLIENT. m. Design of off-site improvements. n. Landscaping o. Structural Design p. Topographic Surveys q. Any other services required or requested that are not included under Basic Services. r. Environmental Assessments; Geological Assessments; studies for noise, trees, archeological or historical sites,wetlands, endangered species or similar resources. ARTICLE 3 OWNERSHIP OF DOCUMENTS All documents,including original drawings,estimates,specifications,field notes and data shall remain the property of the ENGINEER. CLIENT may at his expense obtain a set of reproducible recorded copies of drawings and other documents,but agrees that he will use such copies solely in connection with the project covered by this Agreement and for no other purpose. PROFESSIONAL SERVICES AGREEMENT 6 EXHIBIT C to EXHIBIT E Page 6 of 12 ARTICLE 4 COMPENSATION 4.1 PAYMENTS The services proposed herein will be paid on a lump sum, per lot or hour] fee basis as follows: Section Item Engineering Fee 2.1 Plans Design Phase 7% of construction cdupon Plans Construction Phase I%of construction c Lump Sum as agre 2.2 Offsite Improvements Client Detention Ponds and Water 2.3 Quality Ponds 7% of Construction 2.3 Additional Services See Table 2.3 Construction staking shall be done by RJ SURVEYING, INC. and paid for by the CONTRACTOR. SURVEYOR shall provide construction staking and prepare cut sheets as required for initial street excavation; and final field staking and cut sheet preparation.for storm sewer, wastewater and street construction. Fee for construction staking shall be $1.25/per linear foot of line staked. All restaking and resetting of pins will be considered additional work and will be billed on an hourly basis. The per lot prices for construction plans as listed above, will remain in effect for a period of two(2) years from the date of this executed agreement. If the project extends beyond the two year time period,Randall Jones Engineering,Inc.reserves the right to renegotiate the per lot prices to reflect current prevailing market fees. Monthly billing at the following schedule: Construction Plans - Up to 75%of fee on plans at initial submittal Design Phase- Up to 100%of fee on plans on Approval Construction Administration—Monthly billing based on percentage of project completion 4.1.2 Hourly Charge Hourly charges are to be based on the current Standard Rate Schedule effective at the time of billing. The current Standard Rate Schedule is attached. PROFESSIONAL SERVICES AGREEMENT 7 EXHIBIT C to EXHIBIT E Page 7 of 12 4.1.3 Reimbursable Expenses All direct reimbursable expenses shall be at the prevailing commercial rate or cost, plus 10% for handling. Reimbursable expenses shall include long distance telephone calls, telegrams, reproduction expenses, mileage, delivery, survey stakes, lathes,Iron rods and similar items. 4.2 TIMES OF PAYMENT 4.2.1 ENGINEER shall submit monthly statements for all services rendered. The statements will be based upon the actual work performed. 4.3 OTHER PROVISIONS CONCERNING PAYMENTS 4.3.1 Late Payment to ENGINEER All payments for services rendered by the ENGINEER that have not been paid within 30 days after invoice approval by Client, shall thereafter accrue interest at the rate of one and one half percent(1.5%)per month. In addition,ENGINEER,after giving seven days written notice to CLIENT,may suspend services under this Agreement until he has been paid in full all amounts due him for services and expenses. 4.3.2 Period of Service The various rates of compensation for ENGINEER's services provided above have been agreed to in anticipation of the orderly and continuous progress of the PROJECT. ENGINEER's obligation to render services hereunder will extend for a period which may reasonably be required for the design of the PROJECT including extra work and required extensions thereto. ARTICLE 5 LIABILITY LIMITATION ENGINEER shall have no liability to CLIENT or others as a consequence of express or implied approval of any construction activities, for any defective construction (whether or not observed by ENGINEER) for any excess of construction costs over an amount estimated, or for any other reason beyond the use of reasonable skill in the preparation of particular drawings and designation of particular materials for the assignment covered by this Agreement. In no event shall ENGINEER's liability exceed the amount of total compensation received on each PROFESSIONAL SERVICES AGREEMENT 8 EXHIBIT C to EXHIBIT E PROP R nf 17 section by ENGINEER under this Agreement. Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any consequential damages incurred due to the fault of the other party,regardless of the nature of this fault or whether it was committed by the Client or the ENGINEER, their employees, agents, subconsultants or subcontractors. No employee or agent of ENGINEER shall have individual liability to CLIENT. In no event and under no circumstance, shall ENGINEER be liable to CLIENT for consequential, incidental, indirect, special or punitive. damages. Consequential damages include, but are not limited to, loss of use and loss of profits. The Client agrees to extend any and all liability limitations and indemnifications provided by the Client'to the ENGINEER to those individuals and entities the ENGINEER retains for performance of the services under this Agreement,including but not limited to the ENGINEER's officers and employees and their heirs and assigns,as well as the ENGINEER's subconsultants and their officers, employees,heirs and assigns. All legal actions by either party against the other arising out of or in any way connected with the services to be performed hereunder shall be barred and under no circumstances shall any such claim be initiated by either party after three (3) years from the date of issuance of the Certificate of Completion, unless the ENGINEER's services shall be terminated earlier,in which case the date of termination of this Agreement shall be used. ARTICLE 6 TERMINATION 6.1 CONDITIONS OF TERMINATION This Agreement may be terminated without cause at any time prior to completion of ENGINEER's services either by CLIENT or by ENGINEER, upon seven days written notice to the other at the address of record. Termination shall release each party from all obligations of this Agreement, except specified in paragraph 6.2, below. 6.2 COMPENSATION PAYABLE ON TERMINATION On termination,either by CLIENT or ENGINEER,CLIENT shall pay ENGINEER the full amount specified above, with respect to any Engineering Services performed to date of termination (including all Reimbursable Expenses incurred). ARTICLE 7 INSURANCE ENGINEER agrees to maintain workmen's compensation insurance to cover all of its own personnel engaged in performing services for CLIENT under this Agreement. ENGINEER also agrees to maintain general liability insurance against damages resulting from bodily injury, death or property damage from accidents arising in the course of services performed under this Agreement. PROFESSIONAL SERVICES AGREEMENT 9 EXHIBIT C to EXHIBIT E Page 9 of 12 ARTICLE 8 CONTROLLING LAW This Agreement is to be governed by the law of the principal place of business of the ENGINEER in Austin,Travis County, Texas and venue for any suit in conjunction with this Agreement shall be in the District Courts of Travis County, Texas or the U.S. District Court for the western District of Texas, Austin Division. ARTICLE 9 SUCCESSORS AND ASSIGNS 9.1 CLIENT and ENGINEER each binds himself and his.partners,successors,executors,administrators,assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, administrators,assigns and legal representatives of such other party,in respect to all covenants,agreements and obligations of this Agreement. 9.2 Neither. CLIENT nor ENGINEER shall assign, sublet or transfer any rights under or interest in(including, but without limitation, monies that may become due or monies that are due) this Agreement without the written consent of the other,except as stated in paragraph 9.1 and except prior to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent consultants, associates and subcontractors as he may deem appropriate to assist him in the performance of services hereunder. 9.3 Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the CLIENT and ENGINEER. PROFESSIONAL SERVICES AGREEMENT 10 EXHIBIT C to EXHIBIT E Pace 10 of 12 ARTICLE 10 EXECUTION OF AGREEMENT IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement the day and year first written above. RANDALL JONES ENGINEERING, INC. 1212 E. BRAKER LANE AUSTIN, TEXAS 78753 (512) 836-4793 By: By: Randall Jones, P.E., RPLS Title: President Title: Date: Date: STANDARD RATE SCHEDULE FOLLOWS PROFESSIONAL SERVICES AGREEMENT EXHIBIT C to EXHIBIT E ------ Page 11 of 12 STANDARD RATE SCHEDULE Effective July 1,2000 the following new rate schedule will become effective for work performed on an hourly-charge basis. DIRECT LABOR OFFICE PERSONNEL SERVICES Principal $120.00 per hour Project Engineer $100.00 per hour Staff Engineer $ 85.00 per hour Registered Surveyor $100.00 per hour GPS Data Processor $110.00 per hour Senior Technician $ 65.00 per hour Technician $ 55.00 per hour Draftsman $ 45.00 per hour Clerical $ 45.00 per hour FIELD PARTY SERVICES Field Crew $ 90.00 per hour *GPS Field Unit&Operator $135.00 per hour REIMBURSABLE EXPENSES All direct reimbursable expenses shall be at the prevailing commercial rate or cost,plus 10%for handling. Reimbursable expenses shall include long distance telephone calls, telegrams, reproduction expenses, mileage, delivery, survey stakes, lathes, Iron rods and similar items. NOTES 1. Field Party rates include conventional equipment, supplies and survey vehicles. Abnormal use of stakes, lathes, etc. used such as during the construction phase of a project will be charged as indicated. 2. A minimum of two (2)hours field part time charge will be made for show-up time and return to office, resulting from inclement weather conditions, etc. 3. Field Party stand-by time will be charged for at the above-shown appropriate rates. 4. Rates for GPS apply to actual time GPS units are in use. All other time will be charged at appropriate normal field party rates. PROFESSIONAL SERVICES AGREEMENT 12 EXHIBIT C to EXHIBIT E Page 12 of 12 EXHIBIT "D" MANAGEMENT AGREEMENT This Agreement is made and entered into effective as of the day of October, 2004,by and between WILLIAMSON COUNTY,Texas("County"),and BLAKE MAGEE COMPANY, L.P., a Texas limited partnership ("Project Manager"). WITNESSETH: WHEREAS,in connection with its development of the The Highlands at Mayfield Ranch and Parkside at Mayfield Ranch(collectively,the"Developers),and in recognition of the impact that the development will have on traffic demands in the County,the County and Developers have entered into a Roadway Participation Agreement to design and construct two lanes of Arterial H from Mayfield Ranch, Section 7 to Sam Bass Road as shown on Exhibit A ("The Project"); and WHEREAS,the County is willing to proceed with construction of the Project,provided that the Developer's pay or reimburse the County for certain costs of the Project as provided in this Agreement; and WHEREAS, the Roadway Participation Agreement (the"Roadway Agreement") allocates to County responsibility for hiring Project Manager to manage the Project, and County and Developers have agreed that Project Manager wi ll manage the construction of the Project for the County on the terms and conditions set forth herein; NOW,THEREFORE,in consideration of the premises and the covenants contained herein, the parties agree as follows: SCOPE OF SERVICES 1. Pre-Construction Phase: a. Coordinate and supervise the design of,and processing for approval of street and drainage plans with Randall Jones Engineering(the"Project Engineer") with Williamson County and the City of Round Rock and including but not limited to obtaining the necessary permits to begin construction; b. Coordinate and supervise the Project Engineer's preparation of applications for, and precessing for approval of the WPAP and NOI from the Texas Commission on Environmental Quality("TCEQ") C. Coordinate and supervise the design of any and all dry utility plans with any and all public utility companies; d. Prepare final budgets and prepare monthly status report,ledger and cash flow reports, all of which compare budgeted costs to actual costs; EXHIBIT D to EXHIBIT E Page 1 of 6 e. Assist the Project Engineer in preparing public bid proposals from contractors for the construction of street and drainage improvements and assist the County with selection of the most qualified low-bidder. 2. Construction Phase: a. Assist Project Engineer in obtaining bid proposals from contractors,tabulate and analyze bid results, and award and prepare construction contracts with contractor selected by County for the construction of the street and drainage improvements. b. Coordinate construction of street and drainage improvements with contractors selected by the County so Project is constructed in accordance with the plans and specifications prepared by Project Engineer; C. Provide County with monthly written reports which shall include a schedule of estimated completion dates ofproject improvements,a reasonably detailed budget status report, and actual costs to date. d. Pursue substantial completion and final acceptance of street and drainage improvements with Williamson County; and C. Attend meetings with County and Project Engineer, as needed. OUTLINE OF PROPOSED FEES Payment of fees for pre-construction and construction services shall be based on the terms and conditions outlined below: 1. The fee for project management services shall be four percent (4%) of the"hard costs"of the Project as shown on the preliminary budget attached hereto as Exhibit"B". Payment of said fee shall be payable monthly at a rate of$4,000.00 per month beginning when construction of the Project commences. Owners shall also reimburse Project Manager for costs incurred in connection with the Project, including, reproduction costs, delivery expenses and postage expenses. If the total fee has not been paid when the Project Manager obtains a substantial completion from Williamson County, then the balance of the fee shall be due and payable at that time. TERM OF THE AGREEMENT This Agreement shall be effective on the date the Owner enters into the Roadway Participation Agreement with the Developers and shall be in full force and effect until project completion. Further, either Owner or Project Manager may terminate this agreement at any time upon a default by the other party. A party shall be deemed in default hereunder if such party fails to make any payment, perform any obligations described herein with fifteen (15) days after notice from the other party; provided, however that if performance of the obligations require more than fifteen(15) days, the party shall not be deemed in default with respect to such performance unless the party does not begin curing default within fifteen(15)days after notice of same and to diligently pursue such cure to completion. EXHIBIT D to EXHIBIT E - Page 2 of 6 OTHER PROVISIONS A. Assignment. The rights and obligations arising hereunder shall not be assignable by any of the parties hereto without the prior written consent of all the other parties hereto. B. Attorneys' Fees. If any party defaults hereunder, the defaulting party shall pay the other party's reasonable attorneys'fees,expert witness fees,travel and accommodations expenses, deposition and trial transcript costs and cost of court and other similar costs or fees paid or incurred by the.other party by reason of or in connection with the default (whether or not legal or other proceedings are instituted). If any party hereto finds it necessary to bring an action at law or other proceeding against the other party to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Agreement,or by reason of any breach hereunder, the party prevailing in any such action or other proceeding shall be paid all costs and reasonable attorneys'fees by the other party,and in the event any judgment is secured by such prevailing party, all such costs and attorneys' fees shall be included in any such judgment,attorneys'fees to be set by the court and not by jury. C. Indemnification. Each party hereto shall indemnify and hold the other forever harmless from any damages, costs, expenses, claims, causes of action and losses, including consequential damages,resulting from breach by the indemnifying party of any or all of the warranties, representations or covenants contained herein. In addition, Owner shall indemnify and hold Project Manager harmless from any and all costs,,,,expenses,claims,suits, damages and liabilities related to or arising in connection with the Project in anyway except to the extent such cost, expense, claim, suit, damage or liability is caused by Project Manager's negligence or willful misconduct. Each party hereto shall provide the other with evidence that such party maintains general liability insurance,of at least One Million Dollars (S 1,000,000.00). Each party agrees to maintain such insurance in full force and effect during the term of this Agreement, and that it will obtain from its insurance carrier endorsements to all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. D. Terminology. Whenever the context so requires in this Agreement, the masculine gender includes the feminine and/or neuter and the singular number includes the plural. The use herein of the words "including"or"include"when following any statement, term or matter shall not be construed to limit such statement, term or matter to those specific terms or matters,or similar terms or matters,set forth immediately following such statement,term or matter,whether or not non-limiting language(such as"without limitation"or"but not limited to" or words of similar import) is used with reference thereto. E. Time of Essence. Time is of the essence of this Agreement; however, in the event the provisions of this Agreement require any act to be done or action to be taken hereunder on a date,or on or before a date,which is a Saturday,Sunday or legal holiday,such act or action shall be deemed to have been validly taken on the next succeeding day which is not a Saturday, Sunday or legal holiday. EXHIBIT D to EXHIBIT E Page 3 of 6 F. Waiver. No waiver by any party of a breach of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant,condition or agreement hereof, and no delay in exercising any right or remedy shall constitute a waiver thereof. G. Facsimile Signature. Each party hereto agrees that a signature transmitted by facsimile transmission shall constitute the binding signature of such party. P. IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first written above. PROJECT MANAGER: BLAKE MAGEE COMPANY, L.P, a Texas limited'" partnership By: Blake Magee, GP, LLC, a Texas limited liability company, General Partner Date: October_, 2004 By: Blake J. Magee, President 1011 N. Lamar Boulevard Austin, Texas 78703 (512)481-0303 - Office (512)481-0333 -Fax COUNTY: WILLIAMSON COUNTY, TEXAS By: John Doerfler, County Judge 710 Main Street, #201 Williamson County Courthouse Georgetown,Texas 78626 EXHIBIT D to EXHIBIT E Page 4 of 6 EXHIBIT"A" 1 .fo s - • N � s C�-41 _ PALMER TRACT i SEGMENT 4 III FUWW------------ c "THE PROJECT" EXHIBIT D to EXHIBIT E Page 5 of 6 EXHIBIT"B" 2004 ARTERIAL H TO SAM BASS DATE:September 20,2004 FILE: Arterial H to Sam Bass TOTAL COST 2,110,040 PROJECT.Arterial H to Sam Bass COST/LOT/MF 0 PROJECT#: USE: S.F.LOTS ACRES: 11.50 LOT SIZES: NO.OF LOTS: 1 LINEAR FEET OF STREETS: 4,250 COST 50.00% 50.00% CODEDESCRIPTION BID TOTAL WILLIAMSON HIGHLANDSI TOT COST/ BUDGET I S l�p/@(� COUNTY PARKS LF.S_ TR�r HARD COSTS STREETS 557,500 0 557,500 278,750 278,750 SIDEWALKS-4,100•N.Side 52,500 0 52,500 26,25 26,250 12 0 131 WATER 0 0 HONEYBEAR CREEK CULVERT 400,000 0 400,000 200, 200 000 WATER QUALITY POND 0 0 0 000 0 94 DRAINAGE 0 0 0 EROSION CONTROLS 585,000 0 585, 292,`500 292,500138 50,000 STREET LIGHTS 38.500 0 50,000 25,000 25,000 12 TOTAL HARP COSTS 1,683,500 Q 38,50019250 19.250 s 0 1,683,500 -841,750 841,750 396 SOFT COSTS UNDERGROUND ELEC,CAB,TV 0 0 0 ENGINEERING-8% 134,680 0 0 0 SOIL TESTING 0 134,680 67,340 67,340 32 15, 4 000 0 15,000 7,500 7,500 FILINGANSPECT. FEES-2% 33,670 0 33,670 16,835 TCEQ 16,835 5,000 0 5,000 8 DETENTION FEE 2,500 2,500 1 OVERSIZE FEE 0 0 0 0 0 0 0 p 0 0 MANAGEMENT FEES-4% 67,340 0 0 0 67,340 33,670 COPIES&REPRODUCTION 2,500 33,670 16 CONTINGENCY-10%OF H.C. 0 2,500 1,250 1,250 1 168.350 Q 168.350 84.175 84.175 40 TOTAL SOFT COSTS 4&540 0 426,540 213 270 213 270 100 TOTAL COSTS 2,110,040 0 2110 040 11055,020 1055020 496 *Project will construct 1-24'lane(curb and gutter)from Mayfield Ranch,Section 7 to Sam Bass Road Revised Dec 24,03 Initial Budget Jan 27,04 Based on Hard Cost Estimate by Randall Jones Eng. Sep 20,04 Final Budget Attached to Roadway Agreement 09/23!2004 EXHIBIT D Parkside at Ma to EXHIBIT E yfield Ranch-Arterial N to Sam Bass.123 Page 6 of 6 VA ESETEDR SITE \NATE GE S� 60' S.TORA RES 1 .26 Ac 10' LANDSCAPE EASEMENT FUTURE ARTERIAL H � - � I I FT I � TT �To 1 10 19 18 17 16 15 1 4 1 3 12 1-L L L 1 1 I I I 33 — L L JJ r RANDALL JONES ENGINEER/NG, INC. 1212 E. BRAKER LANE, AUS77N, TEXAS 78753 EXHIBIT F-1 (512) 836-4793 FAX. (512) 836-4817 WATER STORAGE RJ SURVEYING, INC. TANK SITE 1212 E. BRAKER LANE, AUS77N, TEXAS 78753 (512) 836-4793 FAX. (512) 836-4817 EXHIBIT F-2 DEDICATION DEED DATE: , 200 GRANTOR(WHETHER ONE OR MORE): GRANTOR'S MAILING ADDRESS (including county): GRANTEE: The City of Round Rock, Texas GRANTEE'S MAILING ADDRESS (including county): 221 East Main Street Round Rock, Williamson County, Texas 78664 Attn: City Manager CONSIDERATION: For purposes of making a donation of the property described below (the "Property") to Grantee for use as a water storage tank site or another public purpose approved by Grantor, as described below. PROPERTY: Approximately_acres of land out of the ,Williamson County, Texas, being more particularly described on Exhibit"A" attached hereto and made a part hereof. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: (a) All restrictions, easements, reservations and restrictions of record in Williamson County, Texas or visible and apparent on the ground; (b) Unpaid taxes for the current and all subsequent years, and subsequent assessments for.prior years due to a change in land usage or ownership, the payment of which is hereby assumed by Grantee. (c) The restrictive covenants set forth below. RESTRICTIVE COVENANTS; RIGHT OF REVERTER: (a) The Property may only be used for a water storage tank site or another municipal purpose approved by Grantor, which approval will not be unreasonably withheld. No use will be Exhibit F-2 Page 1 of 2 181425-13 11/02/2004 permitted on the Property which would create a nuisance or adversely affect the desirability and value of the residential areas adjoining the Property for any reason, including, without limitation due to appearance, noise or traffic. The foregoing use restriction will constitute a covenant running with the land comprising the Property, will be enforceable by Grantor, its successors and assigns, and will be binding upon Grantee, its successors and assigns. (b) If Grantee has not completed the construction of a water storage tank upon the Property within seven years from the date of this deed, the Property will revert to and vest in Grantor, and the conveyance under this Deed will be null and void. In such case, Grantor will be entitled to take immediate possession of the Property and to record in the official real property Records of Williamson County, Texas, an instrument confirming that title to the Property has reverted to Grantor. Grantor will have the right to exercise the right of re-entry and to re-take title to the Property free and clear of any claims whatsoever of Grantee, and will have the right to immediately repossess the Property without the need for any court action. In such event, Grantee will, upon request of Grantor, execute, acknowledge and deliver to Grantor any and all instruments that may be requested, necessary or proper to evidence the reversion of the Property to Grantor. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty set forth herein, and subject to the covenants and easement reservation set forth above, grants, sells and conveys to Grantee the Property. together with all and singular the rights and appurtenances thereto in any wise belonging,.to have and hold unto Grantee, Grantee's successors and assigns forever. ' Grantor hereby binds Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the property to Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the reservations from and exceptions to conveyance and warranty set forth above. EXECUTED this—day of 2004 Exhibit F-2 Page 2 of 2 181425-13 11/02/2004 EXHIBIT G DISTRICT CONSENT RESOLUTION A RESOLUTION GRANTING THE CONSENT OF THE CITY OF ROUND ROCK, TEXAS, TO THE CREATION OF HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT WITHIN THE CITY'S EXTRATERRITORIAL JURISDICTION RESOLUTION NO. WHEREAS, the City of Round Rock has received a Petition for Consent to the Creation of a Municipal Utility District, proposed to be known as Highland at Mayfield Ranch Municipal Utility District, upon certain land located in the City's extraterritorial jurisdiction, a copy of which petition is attached as Exhibit 1; and WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Local Government Code provide that land within a city's extraterritorial jurisdiction -may not be included within a district without the city's written consent;NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,TEXAS: That the City Council of.the City of Round Rock, Texas, gives its written consent to the creation of a municipal utility district, proposed to be known as Highlands at Mayfield Ranch Municipal Utility District, on a portion of the land described in the attached petition, being 314.88 acres of land, more fully described by metes and bounds on Exhibit 2. PASSED AND APPROVED on the day of 2004. Mayor, City of Round Rock ATTEST: APPROVED: City Secretary City Attorney Exhibit G Page 1 181425-13 11/02/2004 PETITION FOR CONSENT TO THE CREATION OF A MUNICIPAL UTILITY DISTRICT TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: The undersigned '(the "Petitioner"), holding title to the land described below and acting pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the City Council of the City of Round Rock, Texas, for its written consent to the creation of a municipal utility district over the land and, in support thereof, would show the following: 1. The name of the proposed district is HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT(the"District"). II. The District will be created and organized under the terms and provisions of Article XVI, Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code. III. The District will contain a total of approximately 345.79 acres of land, situated in Williamson County, Texas. All of the land proposed to be included in the District is located within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the land proposed to be included may properly be included in the District. The land proposed to be included within the District is described by metes and bounds on Exhibit "A", which is attached hereto and incorporated herein for all purposes. IV. Petitioner holds title to land proposed to be included within the District and is the owner of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas. V. The general nature of the work to be done by the District at the present time is the design, construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system for domestic and commercial purposes, and the construction, acquisition, improvement, extension, maintenance and operation of works, improvements, facilities, plants, equipment and appliances helpful or necessary to provide more adequate drainage for the District, and to control, abate and amend local storm waters or other harmful excesses of waters, and such other construction, acquisition, improvement, maintenance and operation of such additional facilities, systems, plants and enterprises as shall be consonant with all of the purposes for which the District is created. VI. There is a necessity for the above-described work, because there is not now available within the area, which will be developed for single family residential uses, an adequate waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and welfare of the present and future inhabitants of the area and of the territories adjacent thereto 173708-1 10/09/2003 EXHIBIT 1 TO EXHIBIT G Pal4e 1 of 4 require the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of an adequate waterworks system, sanitary sewer system, and drainage and storm sewer system. A public necessity, therefore, exists for the creation of the District, to provide for the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of such waterworks system, sanitary sewer system, and drainage and storm sewer system, to promote the purity and sanitary condition of the State's waters and the public health and welfare of the community. VII. A preliminary investigation has been made to determine the cost of the proposed District's project, and it is now estimated by the Petitioner, from such information as it has at this time, that such cost will be approximately$ 2 8 t_5 0 0, 0 0 0 WHEREFORE, Petitioner prays that this petition be,heard and that your Honorable Body duly pass and approve an ordinance or resolution granting consent to the creation of the District and authorizing the inclusion of the land described herein within the District. RESPECTFULLY SUBMITTED this day of Q C'i�O — 1.2003. PETITIONER: BRUSHY CREEK RESERVE INVESTMENTS By: Elmer McLester, Co-Managing Partner 1411 West Ave., Suite 200 Austin, Texas 78701 By: L y Gni am, o-Managing Partner 173708-1 10/09/2003 EXHIBIT 1 TO EXHIBIT G Page 2 of 4 THE STATE OF TEXAS § COUNTY OF TRAVIS § This instrument was acknowledged before me on the day of ng2ro 6.ar , 2003, by Elmer McLester, Co-Managing Partner of Brushy Creek Reserve Investments on behalf of said entity. \\11141I,, /1 MARA L. KARLEY Notary Public,State of Texas (SEAL -:; My Commission Expires Notary Public, State of Texas '�`�a�"•� January 31,2007 THE STATE OF Teims AR i 2&AA§ COUNTY OF S M 4 k"t § This instrument was acknowledged before me on the b4-t-- day of Qc 1•-0 L. - ' 2003, by Larry Grisham, Co-Managing Partner of Brushy Creek Reserve Investments on behalf of said entity. (SEAL) PAULA A.SIMGLETONNotary Public, State of Ae 12 Notary R"c-Arizona Mohove county My Comm Expires Apr 7,2007 173708-110/09/2003 EXHIBIT 1 TO EXHIBIT G PaaP 2/\f d EXHIBIT A bEINO 345.79 metes in the John Powell Survey; Abstract No, 49.1, in ' Williamson County, Texas, pnd being out of and a port of a 1437.45 sere treat of land described Ln a deed from James Garland Walsh, at ux, to Tam E. Nelson. Jr., Trustee No. 1, deed dated June 25, 1973, and recorded in Vol. 571, Page 446. Used Records. WillCoasson County, Texas, BSCINNINO at an iron stake found by a t1knae cornet post marking the , y. Northeast corner of the said 1431.45 acre tract end being the North. east corner hereof; said point also being the Southeast corner of ' a 358.00 acre tract of land described in a deed to Tont t, Nelsen. Jr. , Deed of Redord iu Vol. SSB, Page 279 of the Dead Retards of Williamson County, Texeal T11Emu S 2002811;, 1933.08 feet With the tones, along the East boundary line of the said 1431.45 acre tract to an iron stake by a fence , corner post for a corner hereof; THENCE S 674281W, 571.48 feet with an offset in the fence along Chs East boundary tine of the said 1437.45 acre tract to an iron stake by a feet# corner pose for an "ell" corner hereof; i TIJENCE S 2141'1;, 2914.18 feet with the fence along the East boundary Line of the said 1437.45 acre tract to an iron stake by a fence i corner post marking the Southeast corner heraof; amid point also being an "ell" corns- in the said East boundary lone of the 1437.45 acre tract and also being on or near the South boundary tine of the John Powall survey and the North line of the Ephraim Evins Survey) - THENCE S 68'591W, 2993,23 feet along the South boundary line hereof and along or near, the South boundary tine of the said John Powell Survey, to an iron stake sec In the fence along the 'West boundary line of the said 1437.45 acre tract mocking the Southwest corner hereof. said polAr. also being in the East boundary line of the Dick Mayfield Tract; THENCE N 17.55'Wl 1742.97 feet with the fence to a fence corner post marking the Northsost coater of the Dick Mayfield tract and the southeast corner of -the Perry Mayfield Tract, said point also being the Northeast corner of the Waahtngton Anderson Survey and the Southeast corner of the John D. Anderson Survey as fenced and used upon the ground) THENCE continuing with the East lion of the Perry Mayfield Tract and the West boundary Lina heraof as followst N 17'49'Wo 801.31 East; N 19'48'u, 832,00 fest) and N 18'54'W, 1466.92.fast to an iron betake fount by a fence corner post marking the Northwest cotter of the said 1437.45 #ere tract, said point also being the Northeast corner of the Perry Maylteld Tract, near the Southeast corner of the Tom t, Nalson, Jr. Tract which is described In Vol, 558, page 271 of -the Dead Records of Williamson County. Taxed. and the Southwest corner of the 338.00 acre tract referred to sbdval THENCE with the fenam slong the North boundary line of the said 1437,45 acre tract and the South bounslnry line of the geld Ton E. Nelson, Jr. Tract, N 68.31'40"E, 3326.1.11 feat, and N 42'13% 51.91 feet to the PLACE.OC'MOINNING EXHIBIT 1 TO EXHIBIT G Pace d of d 314.88 ACRES A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE JOHN POWELL SURVEY,ABSTRACT NO. 491 AND BEING A PART OF THAT 345.79 ACRE TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: Begin at a '/2" iron rod found in the South Line of Lot 13,Whitetail Section 3, according to the plat thereof recorded in Cabinet H, Slide 252 of the Plat Records of Williamson County, Texas, the same being the easterly Northeast Comer of that 558.26 acre tract of land conveyed to Williamson County Park Foundation, Inc., by deed recorded in Document Number 2003000507 of the Official Records of Williamson County, Texas, and also being the Northwest Comer of the said 345.79 Acre Tract; THENCE N.68'43'24"E., along the North Line of the 345.79 Acre Tract and the South Line of Lot 13, a distance of 424.72 feet to a '/2"iron rod found for the Southeast Corner of Lot 13 and the Southwest Corner of Lot 49, Whitetail Section 11, according to the plat thereof recorded in Cabinet D, Slide 141 of the Plat Records of Williamson County, Texas; THENCE N.68035'06"E., along the South Line of said Lot 49, a distance of 437.22 feet to a Y2" iron rod found; THENCE N.68044'51"E., along the North Line of the said 345.79 Acre Tract, the same being the South Line of Lots 43, 44, 45,46 and 48,Whitetail Section Il, a distance of 2462.23 feet to a '/"iron rod found for an angle point in the South Line of said Lot 43; THENCE N.42025'24"E., along the South Line of said Lot 43, a distance of 48.42 feet to a chain link fence for the West Line of that 1601.61 acre tract of land conveyed to Texas Crushed Stone Company by deed recorded in Volume 634, Page 366 of the Deed Records of Williamson County, Texas; THENCE S.20028'1 3"E. along said West Line, a distance of 1950.90 feet to a '/z"iron rod found; THENCE along the West Line of the said 1601.61 Acre Tract and the East Line of the 345.79 Acre Tract the following two (2) courses: 1. S.67°45'22"W. a distance of 571.57 feet to a '/z"iron rod found; 2. S.20°53'26"E. a distance of 2864.62 feet to a line 50.00 feet North of and parallel with the South Line of the said 345.79 Acre Tract; THENCE S.69003'31"W., along said parallel line, a distance of 118.11 feet; THENCE departing said parallel line and crossing the said 345.79 Acre Tract the following eight (8) courses: 1. N.20056'29"W. a distance of 75.00 feet to a point of curvature of a curve to the left; 2. Northwesterly, along the arc of said curve to the left a distance of 84.00 feet, (said curve having a radius of 270.00 feet, a central angle of 17049'29", and a chord bearing N.29051'14"W., 83.66 feet); 3. N.38"45'59"W. a distance of 81.25 feet; 4. S.69°03'31"W. a distance of 244.06 feet; 5. S.20056'29"E. a distance of 19.10 feet to a point of curvature of a curve to the left; 6. Southeasterly, along the arc of said curve to the left a distance of 21.03 feet, (said curve having a radius of 25.00 feet, a central angle of 48011'23", and a chord bearing S.45°02'11"E., 20.41 feet) to a point of reverse curvature of a curve to the right ; 7. Southerly, along the arc of said curve a distance of 94.51 feet, (said curve having a radius SALAND951-10001980t980_REMAINDER.r f Page 1 of 2 EXHIBIT 2 TO EXHIBIT G _. Page 1 of 2 314.88 ACRES of 50.00 feet, a central angle of 108017'56", and a chord bearing S.14058'54"E., 81.05 feet): 8. S.21°10'24"E. a distance of 116.65 feet to a line 50.00 feet north of and parallel with the South Line of the 345.79 Acre Tract; THENCE S.69°03'31"W., along said parallel line, a distance of 2588.37 feet to the West Line of the said 345.79 Acre Tract and to the East Line of that 92.670 Acre Tract of land conveyed to BJM Mayfield Ranch, Ltd., by deed recorded in Document No. 2001025550 of the Official Public Records of Williamson County,Texas; THENCE N.17046'12'W., along the West Line of the said 345.79 Acre Tract, a distance of 1692.58 feet to a'/"iron rod found for an angle point in the West Line of the 345.79 Acre Tract and for an angle point in the said 558.26 Acre Tract,the same being the Northeast Corner of the Washington Anderson Survey and the Southeast Corner of the John D. Anderson Survey; THENCE N.18°25'54'W., along the West Line of the 345.79 Acre Tract, a distance of 801.28 feet to a %"iron rod found; THENCE crossing the said 345.79 Acre Tract the following 25 courses: 1. N.67026'39"E. a distance of 470.20 feet; 2. S.45039'12"E. a distance of 193.39 feet; 3. N.18°03'29"W. a distance of 213.79 feet to a point of curvature of a curve to the right; 4. Northerly, along the arc of said curve to the right a distance of 343.62 feet, (said curve having a radius of 300.00 feet, a central angle of 65°37'39", and a chord bearing N.14045'21"E., 325.15 feet); 5. N.21°34'42"W. a distance of 162.75 feet; 6. N.18°48'17"W. a distance of 67.69 feet; 7. N.15°59'08"W. a distance of 67.11 feet; 8. N.14°34'56"W. a distance of 189.54 feet; 9. N.75025'04"E. a distance of 120.00 feet; 10. N.14034'56"W. a distance of 32.62 feet; 11. S.75025'04"W. a distance of 120.00 feet; 12. N.14059'13"W. a distance of 70.72 feet; 13. N.23029'38"W. a distance of 67.02 feet; 14. N.27020'50'W. a distance of 66.62 feet; 15. N.30025'43"W. a distance of 66.83 feet; 16. N.40°11'51"W. a distance of 66.99 feet; 17. N.44°04'21"W. a distance of 68.14 feet; 18. N.37008'57"W. a distance of 141.03 feet; 19. N.43015'1 5"W. a distance of 70.01 feet; 20. N.52012'09"W. a distance of 70.71 feet; 21. N.58029'36"W. a distance of 72.28 feet; 22. N.71°28'24"W. a distance of 64.84 feet; 23. N.75027'58"W. a distance of 79.57 feet; 24. N.87054'51"W. a distance of 125.66 feet; 25. S.68°42'11"W. a distance of 283.29 feet to the West Line of the 345.79 Acre Tract and the East Line of the 558.26 Acre Tract; THENCE N.18°48'58'W., along said West Line, a distance of 615.96 feet to the said Point of Beginning. Containing 314.88 acres, more or less. SALAND951-1000\9801980-REMAINDER.r f Page 2 of 2 EXHIBIT 2 TO EXHIBIT G ___ PaaP 7 of 2 25.80 ACRES A PARCEL OF LAND IN WILLIAMSON COUNTY,TEXAS, BEING A PART OF THE JOHN POWELL SURVEY,ABSTRACT NO.491 AND BEING A PART OF THAT 345.79 ACRE TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON COUNTY,TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE at a Y2"iron rod found in the South Line of Lot 13,Whitetail Section 3, according to the plat thereof recorded in Cabinet H, Slide 252 of the plat records of Williamson County, Texas, the same being the easterly Northeast Comer of that 558.26 acre tract of land conveyed to Williamson County Park Foundation, Inc., by deed recorded in Document Number 2003000507 of the Official Records of Williamson County,Texas, and also being the Northwest Corner of the said 345.79 acre tract; THENCE S.18°48'58"E., along the West Line of the 345.79 Acre Tract, the same being an East Line of the said 558.26 Acre Tract, a distance of 615.96 feet to the Point of Beginning; THENCE crossing the said 345.79 Acre Tract the following 25 courses: 1. N.68°42'11"E. a distance of 283.29 feet; 2. S.87054'51"E. a distance of 125.66 feet; 3. S.75°27'58"E. a distance of 79.57 feet; 4. S.71°28'24"E. a distance of 64.84 feet; 5. S.58029'36"E. a distance of 72.28 feet; 6. S.52012'09"E. a distance of 70.71 feet; 7. S.430161 5"E. a distance of 70.01 feet; 8. S.37008'57"E. a distance of 141.03 feet; 9. S.44°04'21"E. a distance of 68.14 feet; 10. S.40011'51"E. a distance of 66.99 feet; 11. S.30025'43"E. a distance of 66.83 feet; 12. S.27020'50"E. a distance of 66.62 feet; 13. S.23029'38"E. a distance of 67.02 feet; 14. S.14°59'13"E. a distance of 70.72 feet; 15. N.75°25'04"E. a distance of 120.00 feet; 16. S.14°34'56"E. a distance of 32.62 feet; 17. S.75025'04"VV. a distance of 120.00 feet; 18. S.14°34'56"E. a distance of 189.54 feet; 19. S.15"59'08"E. a distance of 67.11 feet; 20. S.18°48'17"E. a distance of 67.69 feet; 21. S.21°34'42"E. a distance of 162.75 feet to a point on a non-tangent curve to the left; 22. Southerly along the arc of said curve, a distance of 343.62 feet(said curve having a radius of 300.00 feet, a central angle of 65°37'39"and a chord bearing S.14°45'21"W., 325.15 feet); 23. S.18°03'29"E. a distance of 213.79 feet; 24. N.45°39'12"W. a distance of 193.39 feet; 25. S.67026'39"W. a distance of 470.20 feet to a%"iron rod found in the the West Line of the 345.79 Acre Tract and the East Line of the 558.26 Acre Tract; THENCE along said West Line the following two (2) courses: 1. N.19°02'53"W. a distance of 832.03 feet to a'/2"iron rod found; 2. N.18°48'58"W. a distance of 850.22 feet to the said Point of Beginning. Containing 25.80 acres, more or less. SALAND951-1000\980U80-KAR ST.rtf EXHIBIT H Page 1 of 2 � o I / I � I � i - Q, PROSPECTORS CAVE I VEN CAVE a ' 1 o Qn --- o � I 1 rn o c l o KARST OPEN SPACE LOT o 25.8 ACRES I v NOTE.• THIS 25.8 ACRE OPEN SPACE IMLL BE DEEDED TO THE WILLIAMSON Z COUNTY KARST CONSERVATION FOUNDA77ON OR THE CITY OF ROUND ROCK i z I n RANDALL JONES ENGINEER/NG, INC. 1212 E. BRAKER LANE, AUS77N, TEXAS 78753 (512) 836-4793 FAX (512) 836-4817 EXHIBIT H RJ SURVEYING, INC. 1212 E. BRAKER LANE, AUS77N, 7EXAS 78753 Page 2 of 2 (512) 836-4793 FAX (512) 836-4817 a V DATE: November 23, 2004 SUBJECT: City Council Meeting — December 2, 2004 ITEM: 9.D.1. Consider a resolution authorizing the Mayor to execute a Consent Agreement with Highlands at Mayfield Ranch, Ltd. for the creation of Highlands at Mayfield Ranch Municipal Utility District. Department: Planning and Community Development Staff Person: Jim Stendebach, Planning Director Steve Sheets, City Attorney Justification: The Highlands at Mayfield Ranch has requested City consent to create a Municipal Utility District for a 345.79-acre tract of land in the northwest corner of our ETJ. The land is within the CCN of the City of Georgetown and wastewater will be provided by Williamson County. At its October 26, 2004 meeting, the Council approved a resolution authorizing the Mayor to execute a Consent Agreement, but with revised language regarding the negotiation of an agreement for the provision of fire service to the proposed District. Counsel for the Developer has advised the Developer that statutory constraints prevent him from executing the Consent Agreement with the proposed revised language. The Developer is requesting that the Council reconsider its previous action and to approve the Consent Agreement with the original language regarding the provision of fire service. Funding: Cost: N/A Source of funds: N/A Outside Resources: Blake Magee Background Information: The following are the main provisions of the consent agreement: 1. City will receive a "Master Development Fee"of 8% of each bond reimbursement up to 1.6 million dollars. 2. Developer will construct 2 lanes of Arterial H from Flowstone Lane to Lagoona Drive. $200,493.00 of fiscal security held by the City will be used to assist this construction. 3. The Developer and City have entered into a cost sharing agreement for the extension of Arterial H west to CR 175. This agreement is attached as an exhibit. 4. The developer will dedicate a water storage tank site to the City of Round Rock. 5. The City will not provide water or wastewater services to the MUD. 6. Street lights will be the responsibility of the MUD or electric utility. 7. Drainage plans must be approved by the City. 8. The City and Developer agree to negotiate a fire protection plan. 9. 25.8 acres will be dedicated to the Williamson County Karst Foundation. 10. Development must comply with the concept plan approval by the Planning and Zoning Commission. 11. The City consents to the creation of the MUD. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS CONSENT AGREEMENT BETWEEN CITY OF ROUND ROCK, TEXAS AND HIGHLANDS AT MAYFIELD RANCH,LTD. FOR HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT 181425-13 11/02/2004 4 CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Consent Agreement ("Agreement") is between the City of Round Rock, Texas (the "City"), a home-rule city located in Williamson County, Texas and Highlands at Mayfield Ranch, Ltd., a Texas limited partnership ("Developer"). INTRODUCTION Developer owns or has an option to purchase approximately 345.79 acres of land located within the extraterritorial jurisdiction of the City (the "Land"). The Land is more particularly described by metes and bounds on the attached Exhibit A. and its boundaries are depicted on the concept plan attached as Exhibit B ("Concept Plan"). Developer intends to develop the Land as "Highlands at Mayfield Ranch," a master- planned, residential community that will include park and recreational facilities to serve the community. Although the Land is located within the City's extraterritorial jurisdiction, it is not located within the City's water or wastewater service areas, and the City will not provide water supply or wastewater treatment services to the Land. Because the Land constitutes a significant development area that will be developed in phases under a master development plan and will receive water supply and wastewater services through utility providers other than the City, Developer and the City wish to enter into this Agreement, which will provide an alternative to the City's typical regulatory process for development, encourage innovative and comprehensive master-planning of the Land, provide certainty of regulatory requirements throughout the term of this Agreement and result in a high-quality development for the benefit of the present and future residents of the City and the Land. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the agreements set forth below,the parties contract as follows. ARTICLE I DEFINITIONS Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or in the City's ordinances, the following terms and phrases used in this Agreement will have the meanings set out below: Agreement: This Consent Agreement between the City of Round Rock, Texas and Developer. City: The City of Round Rock, Texas, a home rule city located in Williamson County, Texas. City Manager: The City Manager of the City. 2 181425-13 11/02/2004 i Concept Plan: The concept plan for the Land attached as Exhibit B as submitted by Developer on October 1, 2003 and approved by the City on July 7, 2004, as amended from time to time in accordance with this Agreement. County: Williamson County, Texas. Developer: Highlands at Mayfield Ranch, Ltd., a Texas limited partnership, or its successors and assigns under this Agreement. District: Highlands at Mayfield Ranch Municipal Utility District, a political subdivision of the State of Texas, to be created over a portion of the Land, with the consent of the City, as provided in this Agreement. Effective Date of this Agreement: The date when one or more counterparts of this Agreement, individually or taken together,bear the signature of all parties. Georgetown: The City of Georgetown, Texas. Land: Approximately 345.79 acres of land located in the City's extraterritorial jurisdiction, described by metes and bounds on Exhibit A. Master Development Fee: The fee to be paid by Developer to the City, as described in Article H. ARTICLE II DEVELOPER'S COMMITMENTS TO THE CITY Section 2.01 Master Development Fee. As consideration for this Agreement, Developer agrees to pay the City a Master Development Fee of up to $1,600,000 out of proceeds from the issuance of bonds by the District. This Master Development Fee will be calculated at the rate of 8% of each bond reimbursement received by Developer from the District for construction, geotechnical and engineering expenditures advanced by Developer for water, wastewater and drainage facilities within the Land, in accordance with the formula attached as Exhibit C. Each installment of the Master Development Fee will be payable to the City if, as and when the bond reimbursement upon which the fee is calculated is received by Developer. Section 2.02 Arterial H Extension. a. As additional consideration for this Agreement, Developer agrees to construct two lanes of Arterial H from Flowstone Lane to Lagoona Drive in Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit D-1 (the "Developer Extension"). The City acknowledges that the City has previously collected and is holding fiscal security posted by others sufficient to fund $200,493 of the cost of the Developer Extension, and agrees to release that fiscal to the Developer to reimburse Developer for a portion of the costs of the Developer Extension upon completion of construction of the Developer Extension. b. Developer and Parkside at Mayfield Ranch, Ltd. ("Parkside") have negotiated and will enter into a cost sharing agreement with the County (the "Roadway Participation Agreement") for the extension of two lanes of Arterial H, constructed to urban standards, from 3 181425-13 11/02/2004 J � Mayfield Ranch Section 7 west to Sam Bass Road, as shown on Exhibit D-2 (the "County Extension"). A copy of the Roadway Participation Agreement is attached hereto as Exhibit E. The Developer agrees to perform all of its obligations under the Roadway Participation Agreement. As provided in the Roadway Participation Agreement, and as additional consideration for this Agreement, Developer and Parkside will (i) obtain and pay the cost of the engineering design of the County Extension, and provide this design to the County for approval; and (ii) upon approval of the design by the County, post fiscal to cover the remainder of their fifty percent of the estimated cost of the County Extension (the "Arterial H Fiscal"). The foregoing notwithstanding, Developer agrees that, if the Arterial H Fiscal has not been posted by the Developer prior to the time the County approves the first subdivision plat for the Land, the Developer will post the Arterial H. Fiscal with the County at the time of such plat approval. C. The Developer agrees that the portion of the right-of-way for Arterial H located within the Land will be excluded from the boundaries of the District prior to the time the District calls an election to authorize bonds, so that it may be annexed by the City. Section 2.03 Water Storage Tank Site. a. As additional consideration for this Agreement, Developer agrees to dedicate the tract of land more particularly described in Exhibit F-1 to the City (the "Tank Site"). The City proposes to construct a water storage tank on the Tank Site; however, due to the fact that the Land will not receive water service from the City, this proposed water storage tank will not benefit the Land or the Developer. Dedication of the Tank Site will result in the loss of a number of proposed residential lots planned for the Tank Site, at a projected cost to Developer of $200,000, and the City acknowledges that the dedication of the Tank constitutes valuable consideration to the City. The Developer agrees that the Tank Site will be excluded from the boundaries of the District prior to the time the District calls an election to authorize bonds, so that it may be annexed by the City. b. The Tank Site will be dedicated to the City, by dedication deed in the form attached as Exhibit F-2, on or before the first anniversary of the date of this Agreement. The Tank Site may, with the approval of the Developer, which will not be unreasonably withheld, be used for a municipal purpose other than as a site for a water storage tank; however, no use that would create a nuisance or adversely affect the desirability and value of the residential areas within the Land for any reason, including, without limitation, due to appearance, noise or traffic, will be permitted. ARTICLE III MASTER DEVELOPMENT PLAN Section 3.01 Phased Development. Developer intends to develop the Land in phases. Portions of the Land not under active development may remain in use as income-producing agricultural lands or as open space land. Section 3.02 Concept Plan; Exceptions. The City hereby confirms (i) its approval of the Concept Plan effective July 7, 2004, and (ii) that the Concept Plan complies with the City's General Plan, as amended. The City approves the land uses, densities, exceptions, roadway 4 181425-13 11/02/2004 alignments and sizings and other matters shown on the Concept Plan, and confirms that the Concept Plan has been approved by all required City departments, boards and commissions. Section 3.03 Development Review and Approval. The City agrees that Williamson County will have the sole responsibility for review and approval of all construction plans, development plans, preliminary plans, and subdivision plats within the Land, and that, except as provided in Section 5.02, no City review or approval will required and no related City fees will be assessed. The City agrees to amend its interlocal agreement with Williamson County to delegate the authority for such approvals to Williamson County. The foregoing notwithstanding, the Developer agrees that the Land will be developed in accordance with all City subdivision ordinance requirements which are applicable under Section 212.003, Texas Local Government Code, subject to any modifications of such requirements provided by this Agreement. The Developer agrees to provide service availability letters from the applicable water and wastewater utility service providers at the time of submission of each final plat. Section 3.04 Term of Approvals. The Concept Plan will be effective for the term of this Agreement. Any preliminary subdivision plat or final subdivision plat that is consistent with the Concept Plan, applicable City ordinances and state law will be effective for the term of this Agreement. Section 3.05 Amendments. Due to the fact that the Land comprises a significant land area and its development will occur in phases over a number of years, modifications to the Concept Plan may become desirable due to changes in market conditions or other factors. Minor variations of a preliminary plat or final plat from the Concept Plan that do not increase the overall density of development of the Land, as contemplated by the City's General Plan, will not require an amendment to the Concept Plan. Minor changes to the Concept Plan, including minor modifications of street alignments, minor changes in lot lines, the designation of land for public or governmental uses; changes in lot sizes that do not result in an increase in the overall density of development of the Land (including any increase in lot sizes resulting in a decrease in the total number of lots) or any change to a public use, including, but not limited to school use, will be approved administratively by the City's Director of Planning. Major changes to the Concept Plan must be consistent with the terms of this Agreement and will be subject to review and approval by the City. ARTICLE IV CREATION OF DISTRICT Section 4.01 Consent to Creation of District. The City acknowledges receipt of Developer's request, in accordance with Section 54.016, Texas Water Code and Section 42.042, Texas Local Government Code, for creation of the District over the Land. On the Effective Date of this Agreement, the City has approved the resolution attached as Exhibit G (the "Consent Resolution") consenting to the inclusion of the portion of the Land described in the Consent Resolution within the proposed District. The City agrees that Exhibit G will constitute and evidence the City's consent to the creation of the District within its extraterritorial jurisdiction. Section 4.02 Water and Wastewater Services to District. The Land is located outside of the water and wastewater service areas of the City and the City will have no obligation to extend water or wastewater services to the Land under the terms of this Agreement.. 5 181425-13 11/02/2004 � f Section 4.03 Street Lighting. Developer, or an electric utility, will construct all required street lighting within the boundaries of the District, and the District will be required to operate and maintain the street lighting within its boundaries. Section 4.04 Annexation. a. The City agrees that it will not annex the District until: (i) water, wastewater and drainage facilities have been completed to serve at least 90% of the developable acreage within the District; and (ii) (a) Developer has been reimbursed by the District for the water, wastewater and drainage facilities in accordance with the rules of the Texas Commission on Environmental Quality or (b) the City has expressly assumed the obligation to reimburse Developer under those rules. The City agrees that a request for annexation will not be required to be submitted with any final plat of property within the District. b. Contemporaneously with the annexation of the land within the District, the City will zone any undeveloped property within that District consistently with the land uses shown on the Concept Plan, and will zone all developed property consistently with the land uses in existence on the date of the annexation. ARTICLE V DEVELOPMENT MATTERS Section 5.01 Generally. Developer will have the right to select the providers of CATV, gas, electric, telephone, telecommunications and all other utilities and services, including solid waste collection and recycling services, or to provide "bundled" utilities within the Land. Section 5.02 Drainage. Due to the fact that the Land is upstream from the City, the Developer's drainage plan will be subject to City review and approval, which will be not unreasonably withheld or delayed. The City agrees that the Land will be eligible to participate in the City's regional detention facilities, rather than providing on-site detention, on the same basis as other development within the City's extraterritorial jurisdiction. Subject to the City's review and approval of the Developer's drainage plan, the availability of capacity, and the payment of all applicable City fees, the City agrees to provide written confirmation of its commitment of detention capacity or services for the Land. Developer, or its successors or assigns, will maintain all stormwater drainage facilities within the Land that are not accepted by the District for operation and maintenance, including all drainage easements. Section 5.03 Fire Protection Services. The Developer agrees to negotiate a fire plan with the City, for presentation to the District, under which the District would receive fire protection and emergency service from the City and the District would compensate the City for such services as authorized by Section 49.351, Texas Water Code. The City acknowledges that the fire protection plan must be approved by the Texas Commission on Environmental Quality and the voters within the District, and approval will be subject to confirmation that the Land is not included within the service area of an existing emergency services district. 6 181425-13 11/02/2004 ARTICLE VI PARK AND RECREATIONAL AMENITIES; KARST DEDICATION Section 6.01 Parkland. The Developer agrees that not less than 35 acres of the park or open space land shown on the Concept Plan will be dedicated for open space, mitigation or other public purposes, including the 25.8 acres (the "Karst Tract") described on Exhibit H which will be dedicated to the Williamson County Karst Foundation (the "Karst Foundation"). The dedication of the Karst Tract to the Karst Foundation will be made on or before the approval of the first final subdivision plat out of the Land. The City agrees that Developer will receive a 100% credit for such dedications against the City's parkland dedication requirements and that no additional parkland dedication or park fees will be required. The Developer agrees that the Karst Tract will be excluded from the boundaries of the District prior to the time the District calls an election to authorize bonds. Section 6.02 Improvements. Any playground equipment constructed by Developer will meet consumer product safety standards. ARTICLE VII AUTHORITY AND VESTING OF RIGHTS Section 7.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 212.172 of the Texas Local Government Code, which authorizes the City to make written contracts with the owners of land establishing lawful terms and considerations that the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities. The parties intend that this Agreement guarantee the continuation of the extraterritorial status of portions of the Land as provided in this Agreement; authorize certain land uses and development on the Land; provide for the uniform review and approval of plats and development plans for the Land; provide exceptions to certain ordinances; and provide other terms and consideration, including the continuation of land uses and zoning after annexation of the Land. Section 7.02 Vesting of Rights. The Concept Plan submitted by Developer on October 1, 2003 constitutes an application by Developer for the subdivision and development of the Land, and initiated the subdivision and development permit process for the Land. The City acknowledges that Developer has vested authority to develop the Land in accordance with this Agreement. It is the intent of the City and Developer that these vested development rights include the character of land uses, the number of units, the general location of roadways, the design standards for streets and roadways, and development of the Land in accordance with the standards and criteria set forth in this Agreement and applicable City ordinances in existence on October 1, 2003, subject to any exceptions described in this Agreement. Section 7.03 Landowner's Right to Continue Development. In consideration of Developer's agreements hereunder, the City agrees that it will not, during the term of this Agreement, impose or attempt to impose: (a) any moratorium on building or development within the Land or (b) any land use or development regulation that limits the rate or timing of land use approvals, whether affecting preliminary plats, final plats, site plans, building permits, certificates of occupancy or other necessary approvals, within the Land. The preceding sentence does not apply to temporary moratoriums uniformly imposed throughout the City due to an 7 181425-13 11/02/2004 emergency constituting imminent threat to the public health or safety, provided that such a moratorium will continue only during the duration of the emergency. ARTICLE VIII TERM,ASSIGNMENT AND REMEDIES Section 8.01 Term. The term of this Agreement will commence on the Effective Date and continue for 15 years thereafter, unless terminated on an earlier date under other provisions of this Agreement or by written agreement of the City and Developer. Upon the expiration of 15 years, this Agreement may be extended, at Developer's request, with City Council approval, for up to two successive 15-year periods. Section 8.02 Termination and Amendment by Agreement. This Agreement may be terminated or amended as to all of the Land at any time by mutual written consent of the City and Developer and, following creation of the District, the District, or may be terminated or amended only as to a portion of the Land by the mutual written consent of the City and the owners of the portion of the Land affected by the amendment or termination and, following creation of the District,the District. Section 8.03 Assignment. a. This Agreement, and the rights of Developer hereunder, may be assigned by Developer, with the City's consent, to a subsequent developer of all or a portion of the undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights and obligations and be executed by the proposed assignee. The City's consent to any proposed assignment will not be unreasonably withheld or delayed. b. If Developer assigns its rights and obligations hereunder as to a portion of the Land, then the rights and obligations of any assignee and Developer will be severable, and Developer will not be liable for the nonperformance of the assignee and vice versa. In the case of nonperformance by one developer, the City may pursue all remedies against that nonperforming developer, but will not impede development activities of any performing developer as a result of that nonperformance. C. This Agreement is not intended to be binding upon, or create any encumbrance to title as to, any ultimate consumer who purchases a fully developed and improved lot within the Land. Section 8.04 Remedies. a. If the City defaults under this Agreement, Developer may enforce this Agreement by seeking a writ of mandamus from a Williamson County District Court, or may give notice setting forth the event of default ("Notice") to the City. If the City fails to cure any default that can be cured by the payment of Money ("Monetary Default") within 45 days from the date the City receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such cure to completion, Developer may terminate this Agreement as to all of the Land 8 181425-13 11/02/2004 j owned by Developer, or as to the portion of the Land affected by the default; however, any such remedy will not revoke the City's consent to the creation of the District.. b. If Developer defaults under this Agreement, the City may enforce this Agreement by seeking injunctive relief from a Williamson County District Court, or the City may give Notice to Developer. If Developer fails to cure any Monetary Default within 45 days from the date it receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such cure to completion, the City may terminate this Agreement; however, any such remedy will not revoke the City's consent to the creation of the District.. C. If either party defaults, the prevailing party in the dispute will be entitled to recover its reasonable attorney's fees, expenses and court costs from the non-prevailing party. Section 8.05 Cooperation. a. The City and Developer each agree to execute such further documents or instruments as may be necessary to evidence their agreements hereunder. b. The City agrees to cooperate with Developer in connection with any waivers or approvals Developer may desire from Georgetown or Williamson County in order to avoid the duplication of facilities or services in connection with the development of the Land. C. In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, Developer and the City agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01 Notice. Any notice given under this Agreement must be in writing and may be given: (i) by depositing it in the United States mail, certified, with return receipt requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing it with Federal Express or another service guaranteeing "next day delivery", addressed to the party to be notified and with all charges prepaid; (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement, or (iv)by facsimile with confirming copy sent by one of the other described methods of notice set forth. Notice by United States mail will be effective on the earlier of the date of receipt or 3 days after the date of mailing. Notice given in any other manner will be effective only when received. For purposed of notice, the addresses of the parties will, until changed as provided below, be as follows: 9 181425-13 11/02/2004 CITY: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Attn: City Manager With Required Copy to: Steve Sheets Sheets & Crossfield 309 E. Main Street Round Rock, Texas 78664-5264 DEVELOPER: Highlands at Mayfield Ranch, Ltd. 1011 N. Lamar Blvd. Austin, Texas 78703 Attn: Blake Magee With Required Copy to: Sue Brooks Littlefield Armbrust & Brown, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 The parties may change their respective addresses to any other address within the United States of America by giving at least 5 days' written notice to the other party. Developer may, by giving at least 5 days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. Section 9.02 Severability; Waiver. If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that a provision be added to this Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement will not be deemed a waiver thereof or of any other provision, and such party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. Section 9.03 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. Section 9.04 Entire Agreement. This Agreement contains the entire agreement of the parties. There are no other agreements or promises, oral or written, between the parties regarding the subject matter of this Agreement. This Agreement can be amended only by written agreement signed by the parties. This Agreement supersedes all other agreements between the parties concerning the subject matter. 10 181425-13 11/02/2004 j Section 9.05 Exhibits, Headings, Construction and Counterparts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice-versa. The parties acknowledge that each of them have been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or inconsistency between the provisions of this Agreement and otherwise applicable City ordinances, the terms of this Agreement will control. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will together constitute the same instrument. This Agreement will become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the parties. Section 9.06 Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday or legal holiday. Section 9.07 Authority for Execution. The City each certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. Developer hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of Developer. Section 9.08 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A- Metes and Bounds Description of the Land Exhibit B - Concept Plan Exhibit C - Master Development Fee Formula Exhibit D-1 - Developer Extension Exhibit D-2 - County Extension Exhibit E - Roadway Participation Agreement Exhibit F-1 - Water Storage Tank Site Exhibit F-2 - Dedication Deed Exhibit G Consent Resolution 11 181425-13 11/02/2004 j Exhibit H - Karst Dedication Site IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY OF D By: Printed lJ Title: Date: - - HIGHLANDS AT MAYFIELD RANCH, LTD. By: BJM Mayfield Ranch GP, Inc., a Texas corporation, General Partner By: I- tk :�J- - Blake J. Magee, President Date: 12 181425-13 11/02/2004 EXHIBIT A 37 • bEINO 345.19 were$ in the John Powell Survey; Abstract No, 49.10 in Willia,oson County, Texas, Ono bolnd out of and :,part of a 1437.45 acre tract of land described in a deed from Jew as Garland Watsh, et us;, to Tom E. Nelson, Jr., Trustee No. 1, deed dated June 25, I 19730 and recorded in Vol. 371, Pala 446. Deed Records. W1111*6046n County, Texas, , BECINNQId at an iron stake found by a fenoe co moK post marking the y Northeast corner of the said 1437,45 acre tract and baing the Morris. Past corner hereof; said point also being the Southeast corner of ' a 358.00 acre tract of land described in a dead to Tom >+. Nelson, Jr. , Deed of Kedord in Vol. 5580 ?ago 273 of the Dead Records of Willimson County, Taxaa; TIIENCB S 20'281E, 1933.08 feat with the fence along the East boundary " line of the said 1431.4S acre tract to an iron stake by a fence , corner post for a corner hereof; THENCE S 67428'W, 371,48 Feet with On offset in the fence Along the East boundary line of the said 1437,45 acts tract to on iron sc.dke by a fence corner post for an "all" corner heirsof; THENCE 8 WOVE, 2914.18 feet With the fence along the east boundary 1 lino of the said 1437.45 acre tract to an iron stake by s fence i corner pact marking the Southeast corner hereof; said point also being an "ell" corns in the said Essr boundary line of the 1437.45 • acre tract and also being on or near the South boundary line of the John Powell Survey and the North line of the Ephraim Evans Survey; 'THENCE S 68'591W, 2993.23 feet along the South boundary line hereof j and along or near the South boundary line of the said John Powell Survey, to an iron stake sec in the fence along the 'Went boundary Line of the said 1417.45 acre tract marking the Southwest norner hereof, said poidt also beirg in the East boundary line of the Dick Hayfleld Tract; THENCE N 179551W, 1142.97 fest wtth the fence to a fence cotter post marking the Northeast corner of the Dick Hayfield tract and the. Southease corner oi •tha party Mayfield Tract, said point also being the Northeast corner of the Waahtngton Anderson Survey and the Southeast corner of the John b. Anderson Survey as fenced and used upon the ground; TIJENCE continuing With the East lana of the Perry Mayfield Tract and the hest boundary line hereof as lolloasi N 17'49'W, 801.31 toot; N 19848'W, 832,00 feet; and N 18054'W, 1466.92-feat to an iron stake founk by a fence corner post marking the Northwest corner of the said 1497.45 Acre tract, said point also bai�g the Northeast corner of the Perry Mayfto ld Tract, near %be 8outhesst corner of the Tom l', Nelson, Jr. Tract which is described Ln Vol. 558, page 271 of -the Dead Records of Williamson County, Texas, and the Southwest corner of the 358.00 acre tract referred to above; THENCE wl.th the fenoa along the North Aounonry line of the said 1437,45 acre trace and the South bounonry ltna rf the sold Ton E. Nelson, Jr. Tract, N 68'3.7'60"t, 9326.1.6 feet, end N 42'13% 51,91 feat to the PLACF..OIi•.AEOtNNING Noun s■nI��1�G�� INPAP :,�1 p Ml � ��► '�I�� ♦�� 'I /1111 `,,,��1 X11111small ► `411� logo Millin ♦��111■: ■111 1 ►/11111111 . .. 1111 �/� • 11111111111■ �� ♦� t �� ZMEi► a MO ice /rte ,! ♦iii 1 1►�♦ ♦� � ��,�� i I� ...r 1►i iii ��11■ .�� .1111111 C ..:,:. ... o �r/111■ �IIIF�,11■ �. . - �'��`�� '��IIIIII■ ■1111111■ �'� ��`�� 1 11111111111111 ■ EXHIBIT C MASTER DEVELOPMENT FEE CALCULATION TOTAL ELIGIBLE MUD BOND ISSUE AMOUNT: $ Less: Non-Construction Costs: Legal and Financial Advisory Fees: $ Interest Costs: $ Capitalized Interest Developer Interest Bond Discount $ Administrative and Organization $ (including creation costs and operating advances) Bond Application, Market Study $ TCEQ Bond Issuance Fee $ Total Non-Construction Costs: $ Application, Review and Inspection Fees $ Site Costs $ Offsite Costs $ Total Deductions: $ NET ELIGIBLE MUD BOND ISSUE AMOUNT $ MASTER DEVELOPMENT FEE PERCENTAGE: X 8% MASTER DEVELOPMENT FEE AMOUNT: $ * based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of developer reimbursables performed at the time of each Bond issue Exhibit C Pagel of 1 181425-13 11/02/2004 1: • :1 I;il �< •'iC�,rir; � .T�.� �`�d�%�<,r� 1�.��'; '"�,�,;lt,�� ,;i:t��`�� +�i'� �'��;1�;.�`�:�i11�11'�`1�3J„r � �� .. { 1 �{�'^:4, o.r.o�_ w/ � i r `, �!/-. fil+✓ .. • Eons+ �' l Hur”1L11171111!��If '11M � ) - 'a► 1n _•- - - r I . ► �� '� ��de.. la:a ' .�•.• :,�' F w�= "� is T rii.-si��t�"- I� 'r )I � \I � �.� :�1•.►�� ` '•:;,o ,� -vq Mit_ "e''�♦ ��llri' ,,-:1,[i ��:.il_il'l11 ► lel . .. �•% ` 1��, ,� .:, ,� '1j �,�.•ka.. �,I �, -1� 11�111:;T�1`► .■,' t�..1� �� J. � Ir�1wr'� I� Z!�` ��- �� U /�liii�' , 1 i� =11�i.•II��-1� '.�� , ✓� �A�r r . . 1�(1'IG(Il,I'�`�'1�:: i11':0; •' iri G,i ��t-�111�. �I�" +/s�.,.. o ` ._� f��l Vii. ��■� I J ��...�t• r>/lr�/.lir { � "�`�� c.!::.� � n.L �, ��' ��t::•��•1�IiY11Hl�\i�\I�� il� �. 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I•t'7 iii��j�NEI iffa lila'�� (� �'•b^� ��j�� 1t4 IA�1�� ar , ►q/I�'� i rl� "iq �� • e �•� ii �, `�I ►.S I��I r�i� r +��•r•rr.-i--LJI�L� r .tC+r �i/'r /. • ria,1�� '� l��a� a;� .a■. JIf1lllfl�%/Gc :%►��;.�/h ..•,�/►� 1�'.� • G I(IIIA�.tr1� c■r� 1, 1 .• �I l' • 1 iN 4 d u •. • ■ n ♦ I / 1��. �j.■.... rT>t. .�•��frl �i •I �'J /JI`a�1�\ ►a/� �41 a \m•/.R� ��►� .�,�...r I•t•• +•�I�►I��,�� \•/ ��•,••�+-�r��i�i:•��if� ♦��,.,..,. . ' .,f fq�). „1 2J�fi,IAI111 �-�A, +_, 1�� ..�.� .�•_1► •. ,,�� i�i�•r•��- �� I �� /1:��\1 '��,� L,,. • ! ✓ �11�t i••" Nv ► � ! •S * Iv'�{ 1 S4t��'��)�%1�r .�`.�� d�� :_1�9 �i� :•♦�r�'�\`•'.. �'� ! .,►` HISM: ♦��► o:eppsti}I r.,.,1t11.111f1111S1 �.��`1• i1��j,��Irilirl �'Il;,;' �.,y��.,.�.,��,1 ia.h �i 1 • ,I �� 1171}� '!/"\�Ca►Lrr. \��1�/%�1•f71'llfiui v.•.Z—F.I! ��I ,IA�•\�� 1) 4 :�'ay�G��\/jii r� • ■ , • Moo, i i a r aa- �fffl•I::J!:a:I/�•�!l:��a'i c'�i.h.=F1tllr-Cfe Il V v" ARTERIAL H ROADWAY PARTICIPATION AGREEMENT This. Roadway Participation Agreement ("Agreement") is entered into between Williamson County, Texas (the "County") and Highlands at Mayfield Ranch, Ltd., a Texas limited partnership ("Highlands") and Parkside at Mayfield Ranch, Ltd., a Texas limited partnership ("Parkside") (collectively, the "Developers"). The County and the Developers are sometimes individually referred to as a "Party" and collectively referred to as the "Parties." Each of the Parties confirms that it has the authority to enter into this Agreement and the ability to perform its obligations under this Agreement, without the further approval or consent of any other person or entity. Recitals WHEREAS, Highlands is in the process of developing a residential develgpment to be known as the Highlands at Mayfield Ranch (the"Highlands Project"); and WHEREAS, Parkside is in the process of developing a residential development to be known as Parkside at Mayfield Ranch(the"Parkside Project"); and WHEREAS, in connection with its development of the Highlands Project, and in recognition of the impact that the development will have on traffic demands in the County, Highlands has agreed to construct two lanes of Arterial H from Flowstone Lane to Lagoona. Drive in the Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit"A-1" (the "Developer's Project"); and WHEREAS, both the general public and the Developers will benefit if the County and the Developers cooperate in order to expedite an additional extension of Arterial H from Mayfield Ranch Section 7 west to Sam Bass Road as shown on Exhibit "A-2" (the "Project"); and WHEREAS, the County is willing to proceed with construction of the Project, provided that the Developers pay or reimburse the County for certain costs of the Project, as provided in this Agreement; and WHEREAS, the County has agreed to dedicate 100 feet of right-of-way for the Project and the Developers have obtained the agreement of the Palmer brothers to dedicate 100 feet of right-of-way (comprising approximately 3.5 acres) out of the "Palmer Tract" for the Project, as shown on Exhibit "A-2"; NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations and benefits set forth in this Agreement, the Parties agree as follows: • --Section_L - ---- Arterial--H-, The-Project; --Arterial-H will-be.designed--a-s a-minor-arterial;_- Forn divided four-lane roadway, which will include curb and gutter, and will be located within �eI approximately 100-feet of right-of-way, depending on design requirements. The Project will 193976-6 09/27/2004 EXHIBIT E Page I of 14 y 1 consist of the extension of two lanes of Arterial H, constructed to urban standards, from Honey Bear Creek (Mayfield Ranch, Section 7)west to Sam Bass Road, as shown on Exhibit"A-2". a. The design for Arterial H will include the following features: i. Four 12-foot wide travel lanes; -ii. Asphalt pavement sections with curb and gutter; iii. Traffic signal. underground conduit and pull boxes at the intersection of Arterial H and Sam Bass Road; iv. Mitigation for environmental impacts as and to the extent required by applicable law, with the County providing any necessary mitigation land, as provided in Section 2; and V. Erosion/sedimentation controls,revegetation, and stormwater management during construction as required by the County and the Texas Commission on Environmental Quality ("TCEQ"), and permanent stormwater management controls as required by the County,TCEQ and the City of Round Rock. b. The Project will include the following features: i. Two 12-foot wide travel lanes, with curb and gutter on the north side, from Honey Bear Creek (Mayfield Ranch, Section 7) to Sam Bass Road, as shown on Exhibit"A-2"; and ii. A six-foot wide sidewalk on the north side of the right-of-way,meeting all applicable accessibility standards and built simultaneously with the road segment. Section 2. Mitigation Land, Impervious Coverage. If the presence of endangered species requires mitigation for the Project, the Developers will not be responsible for any mitigation land unless a further agreement is entered into between the County and .the •% Developers. If the total cost of mitigation would exceed $50.000, then the County may give written notice to the Developers advising the Developersof the cost of mitigation and that the �u County elects to terminate unless the Developers provide the necessary mitigation land or funds , & required to reduce the County's cost_of mitigation to $50.000. Unless the Developers give written notice to the County within 15 days of th_e Developer's receipt of the County's notice that the Developers elect to provide such land or funds, then this Agreement will automatically terminate and be of no further force or effect. If sufficient County-owned open space is available, the County also agrees to designate and include sufficient County-owned land in the application to the TCEQ for the Project so that the impervious coverage for the Project will not exceed 20 percent. Section 3. Budget. The preliminary budget for the Project is attached as Exhibit"B" (the "Preliminary Budget'). Upon award of a construction contract for the Project, the Project Engineer, as defined below, will prepare an updated budget for the Project, which will reflect the accepted bid price, will include each of the line items contained in the Preliminary Budget, and 2 193976-6-097_.1.0/x704/2004 EXHIBIT E Page 2 of 14 f (a) The Developers will retain Randall Jones Engineering or another engineer selected by Developers and approved by the County("Project Engineer"), to prepare the design for the Project. The Developers will advance and pay the fees and charges of the Project Engineer, which will not exceed a maximum of 10 percent of the Total Construction Cost, asset forth in Section 12, and all payments by the Developers to the Project Engineer will be credited against Developers' share of the costs of the Project payable under this Agreement. The County approves the form of the contract to be entered into with the Project Engineer attached as Exhibit "C". (b) The design of the Project will be subject to approval by the County and all other governmental agencies with jurisdiction. The County agrees to review the plans and specifications for the Project and to provide the Project Engineer with written comments specifically identifying any required revisions within ten days of submission of the plans and specifications to the County. Section 5. Project Management. Blake . Magee Company will manage the construction of the Project ("Project Manager"). The Project Manager will ensute timely and satisfactory completion of the Project, including planning and conducting a preconstruction conference, monitoring the construction schedule, providing the County with prior notice of major items of work during construction, and otherwise coordinating among the Parties and other persons and entities involved in the Project on an ongoing basis. The County will pay the fees and charges of the Project Manager, which will not exceed a maximum of four percent of the Total Construction Cost, as set forth in Section 12. The County hereby approves the form of the contract to be entered into with the Project Manager attached as Exhibit"D". Section 6. Designated Representatives. The County and the Developers each designate the individual specified below ("Designated Representative") to represent them and to act on their behalf with respect to the subject matter of this Agreement. Each Designated Representative will have authority to determine and interpret the policies and exercise the discretion of the Party it represents, and a Party may rely on the decisions and representations made by the other Party's Designated Representative with respect to the subject matter of this Agreement, except as provided by Section 15(d) below. Each Designated Representative may designate other representatives to transmit instructions and receive information on the Designated Representative's behalf. County: Joe England Address: 710 South Main St. Georgetown, Texas 78626 Highlands: Blake Magee Address: 1011 North Lamar Boulevard Austin, Texas 78703 A- ... . ............. ...7........... .. rD7el Parkside: Blake Magee 3 193976-6 09/27!2004 EXHIBIT E Page 3 of 14 Address: 1011 North Lamar Boulevard Austin, Texas 78703 The Project Manager and the Project Engineer will each report regularly to, and cooperate and coordinate with, the Parties' Designated Representatives. The Designated Representatives will be required to cooperate and coordinate with one another, including meeting with and or reporting information to one another regarding the Project, either at regular intervals or at other times determined by the County, and reviewing and commenting in a timely manner on work ,products associated with the Project. Section 7. Fiscal for Developer's Cost Participation. Upon the Project Engineer's preparation of the Updated Budget, the Developers agree to post fiscal in an amount equal to (a) fifty percent of the total cost of the Project ("Total Project Cost"), as set forth in the Updated Budget less (b)(i) the sums advanced by the Developers to pay the cost of design of the Project, as set forth in Section 4(a) and (ii) any sums advanced by the Developers to pay for permitting of the Project (the"Developer's Cost Share"). Section 8. Construction and Acquisition of Project. (a) The Parties acknowledge that the Project is a County road construction project and involves construction of public improvements. Accordingly, the Project will be constructed and all easements, equipment, materials and supplies acquired in the name of the County. The County and the Developers acknowledge and agree that all tangible personal property to be purchased for use in construction of the Project and all taxable services to be performed for the design, management and construction of the Project are subject to the sales tax exemption provisions of Section 151.311 of the Texas Tax Code. The County agrees to provide its employer identification number and any other information reasonably required to obtain an exemption of sales tax for the Project and the labor and materials incorporated into the Project upon the Project Manager's request. (b) The County will award a contract for the construction of the Project in the form and with the content of the contract attached as Exhibit "E" (the "Construction Contract"). Within 10 days after execution of the Construction Contract, the County will provide the Developers with a copy of the executed Construction Contract and copies of any related documents, including the required insurance certificates, and payment and performance bonds in compliance with Chapter 2253, Texas Government Code. The County will also provide the Developers with copies of any subsequent documents amending or replacing the Construction Contract or any related documents; however, no change orders to the Construction Contract may be made without the Developers' approval, which will not be unreasonably withheld or delayed. (c) The Developers acknowledge that the County, as a political subdivision of the State of Texas, is subject to the provisions of Chapter 2258, Subchapter B, of the Texas Government Code, pertaining to prevailing wage rates. The Contractor will be required to pay not less than the prevailing wage rates established by the County to workers employed by it in xhe.-execution-.of.-the..Construction-Contract,..and.to..comply..with-all-applicable..provisions..of._; - FDerl Chapter 2258, Subchapter B, Texas Government Code, including the recordkeeping required therein. Further, the Contractor will be required to certify in writing that it provides worker's 4 193976-6 09/27/2004 EXHIBIT E Page 4 of 14 compensation insurance coverage for each employee of the Contractor employed on the Project, and to obtain a certificate from each subcontractor, relating to the coverage of the subcontractor's employees, in accordance with Section 406.096, Texas Labor Code. The Contractor will be required to implement and maintain all customary or necessary safety precautions and programs in connection with the construction of the Project. (d) Within 30 days after the later of(i)the date that all required approvals of the plans for the Project are obtained or (ii) the date that all required approvals of the subdivision plat and construction plans for the first phase of either the Highlands Project or the Parkside Project are obtained, the County will execute the Construction Contract and the Project Manager will issue notice to proceed with construction of the Project to the Contractor. The County will: (i) construct, and require its contractor (the "Contractor") and subcontractors to diligently pursue construction of, the Project in a good and workmanlike manner and, in all material respects, in accordance with the plans and specifications and all applicable laws, regulations, and ordinances, and (ii) make timely payment for all materials received and work properly performed under each applicable contract, subject to any applicable retainage requirements and amounts withheld due to improper work or punch list items. (e) . The Project Engineer will: (i) provide the County with all existing geotechnical surveys, topographic surveys, and right-of-way boundary exhibit/control maps; (ii) provide all feasibility or environmental impacts or assessments or studies and permits or approvals required by applicable federal, state, or local law, including those for noise, trees, archaeological or historical sites, wetlands, stormwater, endangered species, or similar resources; (iii) provide all engineering design for construction of the Project in compliance with the County's standards applicable to roads of the same type and classification as the Project, including utility and infrastructure relocations or adjustments, preparation of final plans and specifications, construction cost estimates, and other supporting documentation, which will be in a form that can readily be used in preparation of the Construction Contract documents; (iv) prepare and submit to the County for approval, at preliminary alignment, thirty percent (30%) design complete, sixty percent (60%) design complete, and ninety percent (90%) design complete, plans and specifications for the Project in compliance with the County's standards applicable to roads of the same type and classification as the Project, ensure that the plans and specifications are accompanied by appropriate engineering reports as required by the County pursuant to its standards applicable to roads of the same type and classification as the Project, (v) within five business days of receipt, review and approve or take other appropriate action regarding shop drawings and samples, and requests for information, the results of tests and in§pections and other datathat the Contractor is required to submit; provided, Forn ... . ... ... . . . however, t hat, for s tructural or geotechnical items ., the applicable review and approval period will be ten days; Dale 5 193976-6 09/27/2004 EXHIBIT E Page 5 of 14 (vi) determine the acceptability of substitute materials and equipment proposed by the Contractor, receive and review for general content as required by the applicable specifications maintenance and operating instructions, schedules, guarantees, bonds and certificates of inspection which are to be assembled by Contractor in accordance with the Construction Contract; prepare or review change orders, and design any necessary engineering changes; (vii) approve all pay estimates submitted and certify them as correct; (viii) maintain master job files of correspondence, reports of conferences, shop drawings, samples, reproductions of the applicable plans and specifications, change orders, addenda, daily inspection reports, additional or revised drawings, and other related construction documents, which will be available for inspection by the County at all times; (ix) periodically inspect the Project during construction, (x) reject all work and materials found not to conform to minimum requirements of the Construction Contract and the plans and specifications and, in consultation with the County, ensure that defects are corrected or remedied; (xi) respond to the County in writing within three business days to advise the County of the remedies that will be effected to correct any defects brought to the attention of the Engineer by the County or otherwise brought to the attention of the Engineer; (xii) attend the final inspection of each portion of the Project in the presence of. the County inspector and transmit a list of any items to be completed or repaired to the County and the Contractor; and verify the Contractor's correction of the same; (xiii) upon completion of the Project, make any changes to the plans and specifications for the Project required to reflect field changes and, after verifying that the revised plans reflect, to the best of his knowledge and belief, actual conditions, submit record drawings of the Project to the County; and (xiv) determine the County's long-term responsibilities for maintenance of storm water quality best management practices after completion and acceptance of the Project. All work product produced by the Project Engineer will meet customary professional standards applicable to the work product or the Project, as reasonably determined by the County, and is subject to approval by the County based on cost effectiveness, sound engineering principles and practices, and applicable legal requirements, which approval shall not be unreasonably withheld, conditioned or delayed. (f) The Project Manager will: (i) manage construction of the Project, and make monthly reports to the AParties-on-the-pfogress-,af-construction-and-the-amounts-paid-tothe-Contractor; --------------- -- ------------- For" "Dele 6 193976-6 09/27/2004 EXHIBIT E Page 6 of 14 (ii) submit all proposed changes to the plans and specifications and change orders to the Construction Contract to the County for approval at least five business days prior to approving or executing them; (iii) arrange and coordinate materials testing with the Contractor through an independent materials testing lab and provide the Parties with all testing information within three business days of receipt; (iv) arrange and observe with the Construction Contractor all acceptance testing for the Project; (v) upon substantial completion of the Project, provide the Parties with a certificate of substantial completion for the Project prepared by the Project Engineer, together with copy of the notice to the Contractor of observed items requiring completion or correction; (vi) permit the County to inspect the construction of the Project at all reasonable times during construction until final acceptance of the Project by the County; (vii) coordinate the final inspection of the Project with the County's inspectors, If, after initiation of construction, the Project Manager, based on cost effectiveness, sound engineering principles and practices, or applicable legal requirements, reasonably determines that the Project cannot be completed without modifications to the approved plans and specifications, the Project Manager, in consultation with the County, will coordinate with the Project Engineer to make those required changes. Any modifications that would materially change the plans and. specifications or increase the amount of the Construction Contract will be subject to the Developers' and the County's approval within ten business days after receipt of notice of the proposed changes from the Project Manager, which approval will not be unreasonably withheld. (g) The Project will be constructed in dedicated public rights-of-way or dedicated easements. (h) The Project must be constructed in a good and workmanlike manner and all material used in the construction must be free from defects and fit for their intended purpose. Section 9. Lection. Inspections and certifications will be conducted in accordance with standard County policies, procedures, and requirements. The County will notify the Project Manager and Project Engineer in writing if any inspection reveals that any part of the Project is not constructed or completed in accordance with the plans and specifications or this Agreement or is otherwise materially defective, and this notice will specifically detail any deficiencies. If an inspection indicates that work or. material may not comply with the plans and specifications or the requirements of this Agreement, the County may require the Contractor to suspend work until the County is satisfied any defect is or will be remedied. Section 10. Completion of Project. ......7......___ Forn nDele 7 193976-6 09;2712004 EXHIBIT E Page 7 of 14 (a) The County must cause the Project to be substantially complete within twelve months from the issuance of notice to proceed to the Contractor, and must be finally accepted by the County within fifteen months from the issuance of notice to proceed. (b) The Project Engineer will prepare a written notice of substantial completion and forward the notice to the Project Manager, who will submit the notice to the County. The County will conduct a final inspection of the Project within five business days after receiving written notice of substantial completion from the Project Manager. If completed in accordance with the terms of the plans and specifications and this Agreement in all material respects, the County will certify the Project as being in compliance and issue a notice of final,acceptance to the Project Manager. (c) The Contractor will be responsible for any defects in workmanship or materials (ordinary wear and tear excepted) in the Project for one year following acceptance by the . County. (d) Upon final acceptance of the Project by the County, the Project Manager and the Project Engineer will deliver all plans, specifications, and files pertaining to the Project to the County. Section 11. Cost of Project to be Funded by County. The County will promptly pay all costs of the Project as they become due, including,without limitation, all costs of design, engineering, materials, labor, construction, project management and inspection arising in connection with the Project; and all payments arising under any contracts entered into for the construction of the Project. Section 12. Timing and Amount of PaMent ent by Developers. (a) The Developers will pay one half of the actual costs of the Project, based on the Updated Budget, in accordance with and subject to the following: (i) The Developers will pay one half of the total construction cost payable to the Contractor under the Construction Contract, including one-half of the capital costs for street lighting incorporated into the Project ("Total Construction Cost"). The Total Construction Cost will not exceed $1,800,000 unless an increase in the Total Construction Cost is authorized by the Developer. (ii) The Developers will pay one-half of the cost of required review, permit, inspection fees for the Project, exclusive of County fees. The County hereby waives all County review, permit and inspection fees in connection with the Project. (iii) The Developers will pay one-half of the fees paid to the Project Manager. (iv) The Developers will pay one-half of the cost of copies and reproduction and contingency, not to exceed one-half of the related line items as set forth on the Budget "attached-as-Exhibit B--------_-_----------------- -- --...- ----- ----- ----- '0 n EDele 8 193976-6 09/27/2004 EXHIBIT E Page 8 of 14 (vi) The Developers receive a credit against the Total Construction Cost in an amount equal to the sums paid to the Project Engineer and any review fees advanced by Developer in connection with processing the plans for the Project. (b) Monthly Payments by Developers. The Project Manager will submit an invoice to t he D evelopers each-month w hich d etails s ums d ue a nd p ayable t o t he C ontractor, P roj ect Engineer and P roject M anager f or s ervices and work p erformed d uring the p revious calendar month, together with the following backup documentation: (i) a signed Williamson County Invoice Cover Sheet Form, in the form attached as Exhibit "F"; (ii) a narrative explanation of the items for which payment is requested; (iii) copies of all Contractor pay estimates included in the request for payment, which will include a detailed summary of the work completed by the Contractor and an affidavit of bills paid and partial lien waiver from the Contractor; (iv) copies of all Project Engineer invoices included in the request for payment, which will include a detailed summary of the work completed by the Project Engineer; (v) copies of all Project Manager invoices included in the request for payment; and (vi) copies of any invoices for permits, inspection or testing, or other miscellaneous costs of the Project. (c) A minimum five percent retainage will be withheld on payments to the Contractor until the Project is accepted by the County. In addition, the final 15% of the Project Manager's fee will be held as retainage until the Project is accepted by the County. These retainage amounts will be released and paid by the County within 30 days of final acceptance of the Project and delivery to the County of the Contractor's affidavit of bills paid and final lien waiver. (d) If t he s ervices a nd w ork d escribed i n t he i nvoice w ere r endered i n c ompliance with this Agreement, the Developers will make payment to the County within 30 days of receipt of each invoice submitted as provided in (b), above. In the event changes or corrections are required to any invoice, a request for additional information must be made by the Developers within five days of receipt of the invoice. If the Developers do not request any changes or additional information within five days, the invoice will be deemed approved. If the Developers fail to pay any approved invoice within 30 days, the Developers will be in default hereunder and the County may draw against the fiscal posted by the Developers under Section 7, and apply the funds received to the Developers' required payments hereunder. (e) Upon completion of the Project and payment of all sums due from the Developers hereunder, the fiscal posted by the Developers will be released by the County. A. _... .-".... . .........7................... orn Section 13. Developers Completion of Project. Dele 9 193976-6 09/27/2004 EXHIBIT E Page 9 of 14 (a) If the County begins but does not diligently pursue timely completion of construction of the Project substantially in accordance with the plans and specifications and this Agreement for any reason, the Developers have the right, but not the obligation, to complete the construction of the Project pursuant to the Construction Contract or otherwise. Before exercising this right, the Developers will send the County written notice specifying the deficiency in the County's performance and the actions required to cure the deficiency. If the County does not cure the deficiency within ten days, the Developers may assume the Construction Contract and proceed with construction of the Project. (b) If the Developers elect to complete the Project, all plans, designs, easements, real and personal property produced or installed within the public right-of-way for the Project may be utilized by the Developers to the reasonable extent necessary to allow the Developers to complete and maintain the Project. Section 14. Miscellaneous. (a) Any notice given hereunder by any Party to another must be in writing and may be effected by personal delivery or by certified mail, return receipt requested, when mailed to the appropriate Party's Designated Representative, at the addresses specified in Section 4, with copies as noted below: County: Williamson County, Texas 710 South Main St. Georgetown, Texas 78626 Attention: Joe England with copy to: Charlie Crossfield Sheets &Crossfield 309 East Main Street Round Rock, Texas 78664 Developers: Highlands at Mayfield Ranch, Ltd. 1011 North Lamar Boulevard Austin, Texas 78703 Attn: Blake Magee Parkside at Mayfield Ranch, Ltd. 1011 North Lamar Boulevard Austin, Texas 78703 Attn: Blake Magee The Parties may change their respective addresses for purposes of notice by giving at least five days written notice of the new address to the other Party. If any date or any period provided in this Agreement ends on a Saturday, Sunday or legal holiday, the applicable period will be ,extende4-to-the-next-business day-.- ------- ...................... EForn 10 193976-6 09/27/2004 EXHIBIT E Page 10 of 14 (b) As used in this Agreement, whenever the context so indicates, the masculine, feminine, or neuter gender and the singular or plural number will each be deemed to include the others. (c) This Agreement contains the complete and entire Agreement between the Parties respecting the Project, and supersedes all prior negotiations, agreements, representations, and understandings, if any, between the Parties. This Agreement may not be modified, discharged, or changed except by a further written agreement, duly executed by the Parties. However, any consent, waiver, approval or other authorization will be effective if signed by the Party granting or making such consent, waiver, approval, or authorization. (d) No official, representative, agent, or employee of the County has any authority to modify this Agreement, except pursuant to such express authority as may be granted by the commissioners court of the County. (e) The Parties agree to execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the purposes of this Agreement. (f) If performance by any Party of any obligation under this Agreement is interrupted or delayed by reason of unforeseeable event beyond its control, whether such event is an act of God or the common enemy, or the result of war, riot, civil commotion, sovereign conduct other than acts of the County under this Agreement, or the act of conduct of any person or persons not a party or privy hereto, then such Party will be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy the effects thereof. (g) To the extent allowed by law, each Party will be responsible for, and will indemnify and hold harmless the other Parties, their officers, agents, and employees, from any and all claims, losses, damages, causes of action, lawsuits or liability resulting from, the indemnifying Party's acts or omissions of negligence or misconduct or in breach of this Agreement, including but not limited to claims for liquidated damages, delay damages, demobilization or remobilization costs, or claims arising from inadequacies, insufficiencies, or mistakes in the plans and specifications and other work products or any other materials or services a Party provides under this Agreement. Each Party will promptly notify the others of any claim asserted by or against it for damages or other relief in connection with this Agreement. (h) The Parties acknowledge that in the event of default on any obligation under this Agreement, remedies at law will be inadequate and that, in addition to any other remedy at law or in equity, each Party will be entitled to seek specific performance of this Agreement. (i) This Agreement will be construed under the laws of the State of Texas and all obligations of the Parties hereunder are performable in Williamson County, Texas. Any suits pursued relating to this Agreement will be filed in a court of Williamson County, Texas. 0) Any clause, sentence, provision, paragraph, or article of this Agreement held by a Fo ..... ..........._........, - ...,. _.. --...._------- ---- rn court o competent jurisdiction to be invalid, illegal, or ineffective will not impair, invalidate, or Dele 11 193976-6 09/27/2004 EXHIBIT E Page 11 of 14 nullify the remainder of this Agreement, but the effect thereof will be confined to the clause, sentence,provision, paragraph, or article so held to be invalid, illegal, or ineffective. (k) This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, successors, and assigns. No Party may assign its rights or obligations under this Agreement without the written consent of the other Party. (1) Except as otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties hereto, any benefits, rights or remedies under or by reason of this Agreement. (m) This Agreement is effective upon execution by all the Parties. This Agreement may be executed simultaneously in one or several counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. The terms of this Agreement will become binding upon each Party from and after the time that it executes a copy hereof. In like manner, from and after the time it executes a consent or other document authorized or required by the terms of this Agreement, such consent or other document will be binding upon such Party. If the County has not executed the Construction Contract and given notice to proceed by June 30, 2006, the Developers may terminate this Agreement and be relieved of any obligation to pay any amount under this Agreement. If all required rights-of-way for the Project has not been obtained by January 2006, either the County or the Developers may terminate this Agreement and, in such event, both parties will be relieved of any and all obligations under this Agreement. (n) The following exhibits are attached to and incorporated into this Agreement for all purposes: Exhibit A-1: Developer's Project Exhibit A-2: The Project and Right-of-Way Exhibit B: Preliminary Budget Exhibit C: Form of Project Engineer's Contract Exhibit D: Form of Project Manager's Contract Exhibit E: Form of Construction Contract Exhibit F: Williamson County Invoice Cover Sheet Form IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of equal dignity, on this day of , 2004. WILLIAMSON COUNTY,TEXAS By: �. Name: 13o(,,, c. lar e:-�z Title: L.olL ,J ,j., -e- .. _ ...... ..... ------ - Forn nDele 12 193976-6 09/27/2004 EXHIBIT E Page 12 of 14 HIGHLANDS AT MAYFIELD RANCH, LTD. By: BJM Mayfield Ranch GP, Inc., a Texas corporation, General Partner By: e Blake J. Magee, President Date: . .... _...... . .,............. . -..... . . ............ ... .. ..................... ................. ....- Forn nDele 13 193976-6 09/27/2004 EXHIBIT E Page 13 of 14 PARKSIDE AT MAYFIELD RANCH, LTD., a Texas limited partnership 41C a By: its General Partner By: Name: Title: Date: la EDele ..... .............. . ................ ...... ......... ...... .................... .................. ----------------------- --- - .... ..... --------- --- 14 193976-6 09/27/2004 EXHIBIT E Pape 14 of 14 myumu � . . . � •r•r r r r• r • �'` �'td tl��, 1;��= ,�'%'' f� ,�:rr ��i`Rii' ��''�� r ►��, , �w Pi1!� ti:1111i39111� �y'�, l� M��/ /• �Fl�# +4e�t / l► f/, } �r �111 1�1►./!ry'\'�/1�/�/ ► iL` r�. r I� l � Pr 1 /-� I mow.. � 7 ``." 1•a..%�1�<<♦c��i/fjiM��, �j��Z��:1�IrJllll�i,�I bn■•_ f1/►�/l��i�ifr/J.�({..IL(117{Il�.nt+�IC 01j•1•a�aa �jr; �►7fI f'��'��i,te �ii> i►Elll'lll /�� 1[1.11111{• ::Jltl 1hl ti11 ��z t ,�'1 1 'r ��--- -� ♦ r:J...�-_- tlll,l _Il , 11 @../�'-'f.i� :: .�... t >� f'.• d moi_ Ifi !`- , JIL.! .�.r ■■ 1 v ��"._'� � \ 111 r~• ••V3�- \ 'Yrr ��ri�..t. 1'�'�■� Z 1- rll�'-�'M \ r 1 �c> � •� t1��`►�r �.�I:�.. rt.�i �I I' ��• � r, r4 i'l1�i^�I� �.[//'�■/irY�T7 �� . � ,�f1 S )1,..�' ,• I �...rs�� )�� 7 �•t!' t�, � O�M� '• � q' �• '� • � I- > �i !],�1 •r u. 7r/ �j.�,�I�.- II= S r1W►r�itr�, � a,/�,_, 07 � o �i• � � ♦ i��' � ��iLlf�(�l{h�.�tih� ��r• s. � ��. �� Cpl.+ or o 1i► rI� , �n � r , � •„�l� ,� .;�•,�f�� '��\ ��IfIN��/.(�' 11 f.� -i■, i.i��...r,�.'I�, r X4." = -.1�w■: Iii A+.v _�1•�'I►R,., �'�` `1,I\N711'1'1f)1{/1 i �� i►j•��rt4`!...�-�r \ . 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Oil I ■ RJ SUR VEWNG, INC. / I :11 '1i7 !1.r.7i,r►r^ FiS't•.'+liil:hc�l• Ir. aM EXHIBIT"B" 2004 ARTERIAL H TO SAM BASS DATE:September 20,2004 TOTAL COST 2,110,040 FILE: Arterial H to Sam Bass COST/LOT/MF 0 PROJECT:Arterial H to Sam Bass PROJECT#: USE: S. F.LOTS ACRES: 11.50 LOT SIZES: NO.OF LOTS: 1 LINEAR FEET OF STREETS: 4,250 50.00% 50.00% COST BID TOTAL WILLIAMSON HIGHLANDS/ TOT COST/ CODE DESCRIPTION BUDGET PRICES BUD/BID COUNTY PARKSIDE L.F.STREET HARD COSTS STREETS 557,500 0 557,500 278,750 278,750 131 SIDEWALKS-4,100'N.Side 52,500 0 52,500 26,250 26,250 12 WATER 0 0 0 0 0 q HONEYBEAR CREEK CULVERT 400,000 0 400,000 200,000 290,000 94 WATER QUALITY POND 0 0 0 0 0 0 DRAINAGE 585,000 0 585,000 292,500 292,500 138 EROSION CONTROLS 50,000 0 50,000 25,000 25,000 12 STREET LIGHTS 38.500 0 38.500 19.250 19.250 9 TOTAL HARD COSTS 1,683,500 0 1,683,500 841,750 841,750 396 SOFT COSTS UNDERGROUND ELEC,CAB,71v 0 0 0 0 0 0 ENGINEERING-8% 134,680 0 134,680 67,340 67,340 32 SOIL TESTING 15,000 0 15,000 7,500 7,500 4 FILING/INSPECT. FEES-2% 33,670 0 33,670 16,835 16,835 8 TCEQ 5,000 0 5,000 2,500 2,500 1 DETENTION FEE 0 0 0 0 0 0 OVERSIZE FEE 0 0 0 0 0 0 MANAGEMENT FEES-4% 67,340 0 67,340 33,670 33,670 16 COPIES&REPRODUCTION 2,500 0 2,500 1,250 1,250 1 CONTINGENCY- 10%OF H.C. 168,350 0 168.350 84.175 84,175 !Lo - 0 TOTAL SOFT COSTS 426,540 0 426,540 213,270 213,270 100 TOTAL COSTS 2,110,040 0 2,110,040 1,055,020 1,055,020 496 'Project will construct 1-24'lane(curb and gutter)from Mayfield Ranch,Section 7 to Sam Bass Road Revised Dec 24,03 Initial Budget Jan 27,04 Based on Hard Cost Estimate by Randall Jones Eng. Sep 20,04 Final Budget Attached to Roadway Agreement 09/23104 EXHIBIT B Parkside at Mayfield Ranch-Arterial H to Sam Bass.123 to EXHIBIT E EXHIBIT "C" AGREEMENT FOR ENGINEERING SERVICES FOR ARTERIAL"H" STATE OF TEXAS § COUNTY OF TRAVIS § THIS AGREEMENT made, entered into, and executed this 23�d day of September 2004,by and between THE HIGHLANDS AT MAYFIELD RANCH,LTD. (hereinafter called the "CLIENT')and RANDALL JONES ENGINEERING, INC. (hereinafter called the "ENGINEER"). WHEREAS, the CLIENT desires to construct street and drainage improvements for a tract of land, located approximately between Sam Bass Rd. and Honey Bear Creek and from Flowstone Lane to Lagoona Drive in Williamson County, Texas, to be known as ARTERIAL"H"(hereinafter called the "PROJECT'); WHEREAS, the CLIENT desires to obtain professional engineering services in connection with the PROJECT, such services to include development of design concepts;design and preparation of construction plans for internal drainage, and street improvements; WHEREAS, the ENGINEER is qualified and capable of performing the professional engineering services proposed herein, is acceptable to the CLIENT, and is willing to enter into an Agreement with the CLIENT to perform such services; NOW, THEREFORE,be it resolved, that the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT OF THE ENGINEER The CLIENT agrees to retain the ENGINEER, and the ENGINEER agrees to perform professional engineering services in connection with the PROJECT as set forth in sections following;and the CLIENT agrees to pay, and the ENGINEER agrees to accept fees as specified in sections following as full and final compensation for the'work accomplished. ARTICLE 2 PROFESSIONAL ENGINEERING SERVICES The following categories of services are to be provided by the ENGINEER under this Agreement: PROFESSIONAL SERVICES AGREEMENT 1 EXHIBIT C to EXHIBIT E Page I of 12 A. Basic Services B. Additional Services Basic Services include and are limited to engineering design for the street, water and wastewater systems and drainage improvements for the proposed roadway.The Additional Services include work items that maybe required to supplement the Basic Services. 2.1 BASIC SERVICES The Basic Services will be performed in two phases: design and construction administration. Improvements will consist of street and drainage improvements to single family lots. The services to be provided by the ENGINEER in each of these phases are as follows: 2.1.1 Final Design Phase a. Prepare final drawings and specifications for incorporation into the Contract Documents. The drawings and specifications will be based on the approved Roadway Alignment and supporting documents,and shall comply with regulations in effect at the date of execution of this contract. Revisions resulting from modifications to this basis prompted by either the CLIENT or reviewing agencies shall be performed as an Additional Service. b. Prepare one time, an estimate of development cost based on the approved drawings, specifications, and materials and labor prices prevailing at the time of the estimate without consideration of inflationary increases in cost. C. The ENGINEER will assist the CLIENT in procuring approvals from reviewing agencies by participating in submissions to and negotiations with these agencies. Preparation and assistance in making presentations to reviewing agencies shall be limited to normal procedures for obtaining approvals. If additional support by the ENGINEER is required due to prolonged actions by said bodies or staff, or due to a variance from ordinance,such work will be performed as an additional service upon prior approval by CLIENT. The CLIENT will be responsible for payment of all review, inspection, and recording fees. 2.1.2 Construction Administration - Bidding a. Prepare for review and approval by CLIENT, remaining components of Contract Documents including construction contract agreement forms, general conditions, supplementary conditions, and where appropriate,bid forms, invitations to bid, and instruction to bidders. PROFESSIONAL SERVICES AGREEMENT 2 EXHIBIT C to EXHIBIT E Page 2 of 12 b. Assist the CLIENT in obtaining bids or negotiating proposals for each separate prime contract for construction materials,equipment and services by distributing sets of bid documents to Contractors. C. Assist the CLIENT in evaluating bids or proposals in assembling and awarding contracts by supervising bid opening, tabulating bids, notifying bidders of results, writing letter of intent to award, writing notice to proceed, and reviewing and approving bond insurance documents. 2.1.3 Construction Administration—Construction Phase a. Make visits to the site at intervals appropriate to the various stages of construction to observe as an experienced and qualified design professional the progress and quality of the executed work of Contractor(s) and to determine in general if such work is proceeding in accordance with the Contract Documents. ENGINEER shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of such work. ENGINEER shall not be responsible for the means,methods, techniques,sequences or procedures of construction selected by Contractor(s)or the safety precautions and programs incident to the work of the Contractor(s). ENGINEER's efforts will be directed toward providing a greater degree of confidence for CLIENT that the complete work of Contractor(s) will conform to the Contract Documents,but the ENGINEER shall not be responsible for the failure of Contractor(s) to perforin the construction work in accordance with the Contract Documents. During such visits and on the basis of his on-site observations ENGINEER shall keep CLIENT informed of the progress of the work,shall endeavor to guard CLIENT against defects and deficiencies in such work and may disapprove or reject work failing to conform to the Contract Documents. b. Issue all instructions of CLIENT to Contractor(s);issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare change orders as required; have authority, as CLIENT's representative, to require special inspection or testing of the work upon approval by CLIENT; act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make decisions on all claims of CLIENT and Contractor(s) relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work; but ENGINEER shall not be liable for the results of any such interpretations or decisions rendered by him in good faith. C. Based on ENGINEER's on-site observations as an experienced and qualified design professional and on review of applications for payment and the accompanying data and schedules, determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts; such recommendations of PROFESSIONAL SERVICES AGREEMENT 3 EXHIBIT C to EXHIBIT E Paee 3 of 12 payment will constitute a representation to CLIENT,based on such observations and review, that the work has progressed to the point indicated that, to the best. of ENGINEER's knowledge, information and belief, the quality of such work is in accordance with the Contract Documents(subject to an evaluation of such work as a functioning Project upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any qualification stated in his recommendation), and that payment of the amount recommended is due Contractor(s); but by recommending any payment ENGINEER will not thereby be deemed to have represented that continuous or exhaustive examinations have been made by ENGINEER to check the quality or quantity of the work or to review the means, methods, sequences, techniques for procedures of construction or safety precautions or programs incident thereto or that ENGINEER has made an examination to ascertain how or for what purposes any title to any Contractor has used the moneys paid on account of the Contract Price,or that title to any of the work materials or equipment has passed to CLIENT free and clear of any lien, claims, security interests or encumbrances, or that the Contractor(s) have completed their work exactly in accordance with the Contract Documents. d. Conduct an inspection to determine if the PROJECT is substantially complete and final inspection to determine if the work has been completed in accordance with the Contract Documents and if each Contractor has fulfilled all of his obligations thereunder so the ENGINEER may recommend, in writing, final payment to each Contractor and may give written notice to CLIENT and the Contractor(s) that the work is acceptable (subject to any condition therein expressed). e. Construction staking shall be done by RJ Surveying and paid for by the CONTRACTOR. For the fee stated in the construction contract,SURVEYOR shall provide construction staking and prepare cut sheets as required for initial street excavation; and final field staking and cut sheet preparation for storm sewer, wastewater and street construction. All restaking and resetting of pins will be considered additional work and will be billed on an hourly fee basis. 2.2 OFFSITE IMPROVEMENTS Offsite improvements beyond the limits of"The Project"are not anticipated for this contract and are excluded from the services described herein. 2.3 ADDITIONAL-SUPPLEMENTAL SERVICES The following list of fees and supplemental services will be considered outside the scope of basic services. All additional work will be billed hourly, or at a predetermined lump sum price. PROFESSIONAL SERVICES AGREEMENT 4 EXHIBIT C to EXHIBIT E Page 4 of 12 Extra Sections ADA Applications Detention Ponds TCEQ Applications Water Quality Ponds Payment of all government fees FHA Grading Plans Addressing of further questions after the plans have been approved Detention/Flood Plain Study/Analysis EPA/NPDES/TPDES Applications and Permits Flood Plain Study or FEMA Revisions Offsite Roads and Utilities for Future and Proposed Lots 2.4 EXCLUSIONS The services stipulated in the section below are specifically excluded from the scope of Basic-Services. They shall be offered, if required, at the time that a definite scope of service can be defined. In the event these services are required, a scope of services and any fee adjustment shall be agreed upon in advance of services being accomplished; and the Agreement shall be amended. These services include: a. Surveys for Right-of-way acquisition and offsite easements.Field surveying,deed research,office calculation, map preparation, and certifications required to settle boundary disputes, encroachments, conflicts, determination of deeds of trust, or other similar problems, b. Field surveys to locate and identify trees and other vegetation on the property. c. Assistance in obtaining variances from City Ordinances. d. Visits to the job site, other than periodic visits, to approve construction,mediate disputes, etc. e. Restaking of lot corners for gas, electric, water and wastewater service construction. f. Geotechnical or Soil and foundation investigations or any special surveys and tests which maybe required for design, and arrangement for such work to be done. g. Redesign of proposed improvements due to CLIENT requests,changes in reviewing agency standards,or to accommodate existing improvements as designed by others. h. Resetting of lot pins upon completion of construction. i. Preparation of field notes for land exchanges or dedication of easements by separate instrument. j. Assistance in obtaining franchise utility services, i.e. gas, electric, telephone, cable TV. PROFESSIONAL SERVICES AGREEMENT 5 EXHIBIT C to EXHIBIT E Page 5 of 12 k. Design of retaining walls and other structural elements. 1. Meetings, reports, or other assistance requested by parties other than CLIENT. m. Design of off-site improvements. n. Landscaping o. Structural Design p. Topographic Surveys q. Any other services required or requested that are not included under Basic Services. r. Environmental Assessments; Geological Assessments; studies for noise, trees, archeological or historical sites, wetlands, endangered species or similar resources. ARTICLE 3 OWNERSHIP OF DOCUMENTS All documents,including original drawings,estimates,specifications,field notes and data shall remain the property of the ENGINEER. CLIENT may at his expense obtain a set of reproducible recorded copies of drawings and other documents,but agrees that he will use such copies solely in connection with the project covered by this Agreement and for no other purpose. PROFESSIONAL SERVICES AGREEMENT 6 EXHIBIT C to EXHIBIT E Page 6 of 12 ARTICLE 4 COMPENSATION 4.1 PAYMENTS The services proposed herein will be paid on a lump sum, per lot or hourly fee basis as follows: Section Item Engineering Fee 2.1 Plans Design Phase 7% of construction costs Plans Construction Phase 1% of construction costs Lump Sum as agreed upon by 2.2 Offsite Improvements Client Detention Ponds and Water 2.3 Quality Ponds 7%of Construction Cost r231Additional Services See Table 2.3 Construction staking shall be done by RJ SURVEYING, INC. and paid for by the CONTRACTOR. SURVEYOR shall provide construction staking and prepare cut sheets as required for initial street excavation; and final field staking and cut sheet preparation for storm sewer, wastewater and street construction. Fee for construction staking shall be $1.25/per linear foot of line staked. All restaking and resetting of pins will be considered additional work and will be billed on an hourly basis. The per lot prices for construction plans as listed above, will remain in effect for a period of two (2) years from the date of this executed agreement. If the project extends beyond the two year time period,Randall Jones Engineering,Inc. reserves the right to renegotiate the per lot prices to reflect current prevailing market fees. Monthly billing at the following schedule: Construction Plans - Up to 75% of fee on plans at initial submittal Design Phase - Up to 100%of fee on plans on Approval Construction Administration—Monthly billing based on percentage of project completion 4.1.2 Hourly Charge Hourly charges are to be based on the current Standard Rate Schedule effective at the time of billing. The current Standard Rate Schedule is attached. PROFESSIONAL SERVICES AGREEMENT 7 EXHIBIT C to EXHIBIT E Page 7 of 12 4.1.3 Reimbursable Expenses All direct reimbursable expenses shall be at the prevailing commercial rate or cost, plus 10% for handling. Reimbursable expenses shall include long distance telephone calls, telegrams, reproduction expenses, mileage, delivery, survey stakes, lathes,Iron rods and similar items. 4.2 TIMES OF PAYMENT 4.2.1 ENGINEER shall submit monthly statements for all services rendered. The statements will be based upon the actual work performed. 4.3 OTHER PROVISIONS CONCERNING PAYMENTS 4.3.1 Late Payment to ENGINEER All payments for services rendered by the ENGINEER that have not been paid within 30 days after invoice approval by Client, shall thereafter accrue interest at the rate of one and one half percent(1.5%)per month. In addition,ENGINEER,after giving seven days written notice to CLIENT,may suspend services under this Agreement until he has been paid in full all amounts due him for services and expenses. 4.3.2 Period of Service The various rates of compensation for ENGINEER's services provided above have been agreed to in anticipation of the orderly and continuous progress of the PROJECT. ENGINEER's obligation to render services hereunder will extend for a period which may reasonably be required for the design of the PROJECT including extra work and required extensions thereto. ARTICLE 5 LIABILITY LIMITATION ENGINEER shall have no liability to CLIENT or others as a consequence of express or implied approval of any construction activities, for any defective construction (whether or not observed by ENGINEER) for any excess of construction costs over an amount estimated, or for any other reason beyond the use of reasonable skill in the preparation of particular drawings and designation of particular materials for the assignment covered by this Agreement. In no event shall ENGINEER's liability exceed the amount of total compensation received on each PROFESSIONAL SERVICES AGREEMENT 8 EXHIBIT C to EXHIBIT E Page 8 of 12 section by ENGINEER under this Agreement. Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any consequential damages incurred due to the fault of the other party,regardless of the nature of this fault or whether it was committed by the Client or the ENGINEER, their employees, agents, subconsultants or subcontractors. No employee or agent of ENGINEER shall have individual liability to CLIENT. In no event and under no circumstance, shall ENGINEER be liable to CLIENT for consequential, incidental, indirect, special or punitive. damages. Consequential damages include, but are not limited to, loss of use and loss of profits. The Client agrees to extend any and all liability limitations and indemnifications provided by the Client'to the ENGINEER to those individuals and entities the ENGINEER retains for performance of the services under this Agreement,including but not limited to the ENGINEER's officers and employees and their heirs and assigns,as well as the ENGINEER's subconsultants and their officers, employees,heirs and assigns. All legal actions by either party against the other arising out of or in any way connected with the services to be performed hereunder shall be barred and under no circumstances shall any such claim be initiated by either party after three (3) years from the date of issuance of the Certificate of Completion, unless the ENGINEER's services shall be terminated earlier,in which case the date of termination of this Agreement shall be used. ARTICLE 6 TERMINATION 6.1 CONDITIONS OF TERMINATION This Agreement may be terminated without cause at any time prior to completion of ENGINEER's services either by CLIENT or by ENGINEER, upon seven days written notice to the other at the address of record. Termination shall release each party from all obligations of this Agreement, except specified in paragraph 6.2, below. 6.2 COMPENSATION PAYABLE ON TERMINATION On termination,either by CLIENT or ENGINEER,CLIENT shall pay ENGINEER the full amount specified above, with respect to any Engineering Services performed to date of termination (including all Reimbursable Expenses incurred). ARTICLE 7 INSURANCE ENGINEER agrees to maintain workmen's compensation insurance to cover all of its own personnel engaged in performing services for CLIENT under this Agreement. ENGINEER also agrees to maintain general liability insurance against damages resulting from bodily injury, death or property damage from accidents arising in the course of services performed under this Agreement. PROFESSIONAL SERVICES AGREEMENT 9 EXHIBIT C to EXHIBIT E Page 9 of 12 ARTICLE 8 CONTROLLING LAW This Agreement is to be governed by the law of the principal place of business of the ENGINEER in Austin,Travis County, Texas and venue for any suit in conjunction with this Agreement shall be in the District Courts of Travis County, Texas or the U.S. District Court for the western District of Texas, Austin Division. ARTICLE 9 SUCCESSORS AND ASSIGNS 9.1 CLIENT and ENGINEER each binds himself and his partners,successors,executors,administrators,assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, administrators,assigns and legal representatives of such other party,in respect to all covenants,agreements and obligations of this Agreement. 9.2 Neither CLIENT nor ENGINEER shall assign, sublet or transfer any rights under or interest in(including, but without limitation, monies that may become due or monies that are due) this Agreement without the written consent of the other,except as stated in paragraph 9.1 and except prior to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent consultants, associates and subcontractors as he may deem appropriate to assist him in the performance of services hereunder. 9.3 Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the CLIENT and ENGINEER. PROFESSIONAL SERVICES AGREEMENT 10 EXHIBIT C to EXHIBIT E Page 10 of 12 ARTICLE 10 EXECUTION OF AGREEMENT IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement the day and year first written above. RANDALL JONES ENGINEERING, INC. 1212 E. BRAKER LANE AUSTIN, TEXAS 78753 (512) 836-4793 By: By: Randall Jones, P.E., RPLS Title: President Title: Date: Date: STANDARD RATE SCHEDULE FOLLOWS PROFESSIONAL SERVICES AGREEMENT 11 EXHIBIT C to EXHIBIT E Page 11 of 12 STANDARD RATE SCHEDULE Effective July 1,2000 the following new rate schedule will become effective for work performed on an hourly-charge basis. DIRECT LABOR OFFICE PERSONNEL SERVICES Principal $120.00 per hour Project Engineer $100.00 per hour Staff Engineer $ 85.00 per hour Registered Surveyor $100.00 per hour GPS Data Processor $110.00 per hour Senior Technician $ 65.00 per hour Technician $ 55.00 per hour Draftsman $ 45.00 per hour Clerical $ 45.00 per hour FIELD PARTY SERVICES Field Crew $ 90.00 per hour *GPS Field Unit & Operator $135.00 per hour REIMBURSABLE EXPENSES All direct reimbursable expenses shall be at the prevailing commercial rate or cost, plus 10% for handling. Reimbursable expenses shall include long distance telephone calls, telegrams, reproduction expenses,mileage, delivery, survey stakes, lathes, Iron rods and similar items. NOTES 1. Field Party rates include conventional equipment, supplies and survey vehicles. Abnormal use of stakes, lathes, etc. used such as during the construction phase of a project will be charged as indicated. 2. A minimum of two (2) hours field part time charge will be made for show-up time and return to office, resulting from inclement weather conditions, etc. 3. Field Party stand-by time will be charged for at the above-shown appropriate rates. 4. Rates for GPS apply to actual time GPS units are in use. All other time will be charged at appropriate normal field party rates. PROFESSIONAL SERVICES AGREEMENT 12 EXHIBIT C to EXHIBIT E Page 12 of 12 EXHIBIT "D" MANAGEMENT AGREEMENT This Agreement is made and entered into effective as of the day of October, 2004,by and between WILLIAMSON COUNTY,Texas("County"),and BLAKE MAGEE COMPANY, L.P., a Texas limited partnership ("Project Manager"). WITNESSETH: WHEREAS,in connection with its development of the The Highlands at Mayfield Ranch and Parkside at Mayfield Ranch(collectively,the"Developers),and in recognition of the impact that the development will have on traffic demands in the County, the County and Developers have entered into a Roadway Participation Agreement to design and construct two lanes of Arterial H from Mayfield Ranch, Section 7 to Sam Bass Road as shown on Exhibit A ("The Project"); and WHEREAS,the County is willing to proceed with construction of the Project,provided that the Developer's pay or reimburse the County for certain costs of the Project as provided in this Agreement; and WHEREAS, the Roadway Participation Agreement (the"Roadway Agreement") allocates to County responsibility for hiring Project Manager to manage the Project, and County and Developers have agreed that Project Manager will manage the construction of the Project for the County on the terms and conditions set forth herein; NOW,THEREFORE,in consideration of the premises and the covenants contained herein, the parties agree as follows: SCOPE OF SERVICES 1. Pre-Construction Phase: a. Coordinate and supervise the design of,and processing for approval of street and drainage plans with Randall Jones Engineering(the"Project Engineer") with Williamson County and the City of Round Rock and including but not limited to obtaining the necessary permits to begin construction; b. Coordinate and supervise the Project Engineer's preparation of applications for, and precessing for approval of the WPAP and NOI from the Texas Commission on Environmental Quality("TCEQ") C. Coordinate and supervise the design of any and all dry utility plans with any and all public utility companies; d. Prepare final budgets and prepare monthly status report,ledger and cash flow reports, all of which compare budgeted costs to actual costs; EXHIBIT D to EXHIBIT E Page I of 6 e. Assist the Project Engineer in preparing public bid proposals from contractors for the construction of street and drainage improvements and assist the County with selection of the most qualified low-bidder. 2. Construction Phase: a. Assist Project Engineer in obtaining bid proposals from contractors,tabulate and analyze bid results, and award and prepare construction contracts with contractor selected by County for the construction of the street and drainage improvements. b. Coordinate construction of street and drainage improvements with contractors selected by the County so Project is constructed in accordance with the plans and specifications prepared by Project Engineer; C. Provide County with monthly written reports which shall include a schedule of estimated completion dates of prof ect improvements,a reasonably detailed budget status report, and actual costs to date. d. Pursue substantial completion and final acceptance of street and drainage improvements with Williamson County; and e. Attend meetings with County and Project Engineer, as needed. OUTLINE OF PROPOSED FEES Payment of fees for pre-construction and construction services shall be based on the terms and conditions outlined below: 1. The fee for project management services shall be four percent (4%) of the"hard costs" of the Project as shown on the preliminary budget attached hereto as Exhibit"B". Payment of said fee shall be payable monthly at a rate of$4,000.00 per month beginning when construction of the Project commences. Owners shall also reimburse Project Manager for costs incurred in connection with the Project, including, reproduction costs, delivery expenses and postage expenses. If the total fee has not been paid when the Project Manager obtains a substantial completion from Williamson County,then the balance of the fee shall be due and payable at that time. TERM OF THE AGREEMENT This Agreement shall be effective on the date the Owner enters into the Roadway Participation Agreement with the Developers and shall be in full force and effect until project completion. Further, either Owner or Project Manager may terminate this agreement at any time upon a default by the other party. A party shall be deemed in default hereunder if such party fails to make any payment, perform any obligations described herein with fifteen (15) days after notice from the other party; provided, however that if performance of the obligations require more than fifteen (15) days, the party shall not be deemed in default with respect to such performance unless the party does not begin curing default within fifteen(15)days after notice of same and to diligently pursue such cure to completion. EXHIBIT D to EXHIBIT E Page 2 of 6 OTHER PROVISIONS A. Assignment. The rights and obligations arising hereunder shall not be assignable by any of the parties hereto without the prior written consent of all the other parties hereto. B. Attorneys' Fees. If any party defaults hereunder, the defaulting party shall pay the other party's reasonable attorneys'fees,expert witness fees,travel and accommodations expenses, deposition and trial transcript costs and cost of court and other similar costs or fees paid or incurred by the-other party by reason of or in connection with the default (whether or not legal or other proceedings are instituted). If any party hereto finds it necessary to bring an action at law or other proceeding against the other party to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Agreement, or by reason of any breach hereunder, the party prevailing in any such action or other proceeding shall be paid all costs and reasonable attorneys'fees by the other party,and in the event any judgment is secured by such prevailing party, all such costs and attorneys' fees shall be included in any such judgment, attorneys'fees to be set by the court and not by jury. C. Indemnification. Each party hereto shall indemnify and hold the other forever harmless from any damages, costs, expenses, claims, causes of action and losses, including consequential damages,resulting from breach by the indemnifying party of any or all of the warranties, representations or covenants contained herein. In addition, Owner shall indemnify and hold Project Manager harmless from any and all costs,expenses,claims,suits, damages and liabilities related to or arising in connection with the Project in any way except to the extent such cost, expense, claim, suit, damage or liability is caused by Project Manager's negligence or willful misconduct. Each party hereto shall provide the other with evidence that such party maintains general liability insurance,of at least One Million Dollars ($1,000,000.00). Each party agrees to maintain such insurance in full force and effect during the term of this Agreement, and that it will obtain from its insurance carrier endorsements to all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. D. Terminology. Whenever the context so requires in this Agreement, the masculine gender includes the feminine and/or neuter and the singular number includes the plural. The use herein of the words "including" or"include" when following any statement, term or matter shall not be construed to limit such statement, term or matter to those specific terms or matters,or similar terms or matters,set forth immediately following such statement,term or matter,whether or not non-limiting language(such as"without limitation"or"but not limited to" or words of similar import) is used with reference thereto. E. Time of Essence. Time is of the essence of this Agreement; however, in the event the provisions of this Agreement require any act to be done or action to be taken hereunder on a date,or on or before a date,which is a Saturday, Sunday or legal holiday,such act or action shall be deemed to have been validly taken on the next succeeding day which is not a Saturday, Sunday or legal holiday. EXHIBIT D to EXHIBIT E Page 3 of 6 F. Waiver. No waiver by any party of a breach of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant, condition or agreement hereof, and no delay in exercising any right or remedy shall constitute a waiver thereof. G. Facsimile Signature. Each party hereto agrees that a signature transmitted by facsimile transmission shall constitute the binding signature of such party. P. IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first written above. PROJECT MANAGER: BLAKE MAGEE COMPANY, L.P, a Texas limited' partnership By: Blake Magee GP, LLC, a Texas limited liability company, General Partner Date: October 2004 By: Blake J. Magee, President 1011 N. Lamar Boulevard Austin, Texas 78703 (512)481-0303 - Office (512)481-0333 -Fax COUNTY: WILLIAMSON COUNTY, TEXAS By: , John Doerfler, County Judge 710 Main Street, #201 Williamson County Courthouse Georgetown, Texas 78626 EXHIBIT D to EXHIBIT E Page 4 of 6 EXHIBIT"A" i .� N q4 S4ua PALMER TRACT SEGMENT 4 tvrvJAWE ,urra�u+ n•• "THE PROJECT" EXHIBIT D to EXHIBIT E Page 5 of 6 EXHIBIT"B" 8004 ARTERIAL H TO SAM BASS DATE:September 20,2004 TOTAL COST 2,110,040 FILE: Arterial H to Sam Bass COST/LOT/MF 0 PROJECT:Arterial H to Sam Bass PROJECT#: USE: S. F. LOTS ACRES: 11.50 LOT SIZES: NO.OF LOTS: 1 LINEAR FEET OF STREETS: 4,250 50.00% 50.00% COST BID TOTAL WILLIAMSON HIGHLANDS/ TOT COST/ CODE DESCRIPTION BUDGET PRICES BUD/BID COUNTY PARKSIDE L.F.STREET HARD COSTS STREETS 557,500 0 557,500 278,750 278,750 131 SIDEWALKS-4,100'N.Side 52,500 0 52,500 26,250 26,250 12 WATER 0 0 0 0 0 0 HONEYBEAR CREEK CULVERT 400,000 0 400,000 200,000 200,000 94 WATER QUALITY POND 0 0 0 0 0 0 DRAINAGE 585,000 0 585,000 292,500 292,500 138 EROSION CONTROLS 50,000 0 50,000 25,000 25,000 12 STREET LIGHTS 38.500 Q 38.500 19.250 19250 9 TOTAL HARD COSTS 1,683,500 0 1,683,500 -841,750 841,750 396 SOFT COSTS UNDERGROUND ELEC,CAB,TV 0 0 0 0 0 0 ENGINEERING-8% 134,680 0 134,680 67,340 67,340 32 SOIL TESTING 15,000 0 15,000 7,500 7,500 4 FILING/INSPECT. FEES-2% 33,670 0 33,670 16,835 16,835 8 TCEQ 5,000 0 5,000 2,500 2,500 1 DETENTION FEE 0 0 0 0 0 0 OVERSIZE FEE 0 0 0 '0 0 0 MANAGEMENT FEES-4% 67,340 0 67,340 33,670 33,670 16 COPIES&REPRODUCTION 2,500 0 2,500 1,250 1,250 1 CONTINGENCY-10°,x,OF H.C. 168-350 Q 168,350 84.175 84.175 40 0 TOTAL SOFT COSTS 426,540 0 426,540 213,270 213,270 100 TOTAL COSTS 2,110,040 0 2,110 040 1,055,020 1 055 020 496 *Project will construct 1-24'lane(curb and gutter)from Mayfield Ranch,Section 7 to Sam Bass Road Revised Dec 24,03 Initial Budget Jan 27,04 Based on Hard Cost Estimate by Randall Jones Eng. Sep 20,04 Final Budget Attached to Roadway Agreement 09/23/2004 EXHIBIT D Parkside at Mayfield Ranch-Arterial H to Sam Bass.123 to EXHIBIT E Page 6 of 6 vATE° ESE RTE WATE GE S' 60' STOR A RES 1 .26 AC 10' LANDSCAPE EASEMENT FUTURE ARTERIAL H T T FI o 9 8 7 6 5 4 3 2 1 I I I 33 10 I I I I I I I yl I I I o J IL __J RANDALL JONES ENGINEERING, INC. 1212 E. BRAKER LANE, AUSTIN, TEXAS 78753 EXHIBIT F-1 (512) 836-4793 FAX. (512) 836-4817 WATER STORAGE RJ SURVEYING, INC. TANK SITE 1212 E. BRAKER LANE, AUSTIN, TEXAS 78753 (512) 836-4793 FAX. (512) 836-4817 EXHIBIT F-2 DEDICATION DEED DATE: , 200 GRANTOR (WHETHER ONE OR MORE): GRANTOR'S MAILING ADDRESS (including county): GRANTEE: The City of Round Rock, Texas GRANTEE'S MAILING ADDRESS (including county): 221 East Main Street Round Rock, Williamson County, Texas 78664 Attn: City Manager CONSIDERATION: For purposes of making a donation of the property described below (the "Property") to Grantee for use as a water storage tank site or another public purpose approved by Grantor, as described below. PROPERTY: Approximately_acres of land out of the ,Williamson County, Texas, being more particularly described on Exhibit "A" attached hereto and made a part hereof. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: (a) All restrictions, easements, reservations and restrictions of record in Williamson County, Texas or visible and apparent on the ground; (b) Unpaid taxes for the current and all subsequent years, and subsequent assessments for prior years due to a change in land usage or ownership, the payment of which is hereby assumed by Grantee. (c) The restrictive covenants set forth below. RESTRICTIVE COVENANTS; RIGHT OF REVERTER: (a) The Property may only be used for a water storage tank site or another municipal purpose approved by Grantor, which approval will not be unreasonably withheld. No use will be Exhibit F-2 Page 1 of 2 181425-13 11/02/2004 permitted on the Property which would create a nuisance or adversely affect the desirability and value of the residential areas adjoining the Property for any reason, including, without limitation due to appearance, noise or traffic. The foregoing use restriction will constitute a covenant running with the land comprising the Property, will be enforceable by Grantor, its successors and assigns, and will be binding upon Grantee, its successors and assigns. (b) If Grantee has not completed the construction of a water storage tank upon the Property within seven years from the date of this deed, the Property will revert to and vest in Grantor, and the conveyance under this Deed will be null and void. In such case, Grantor will be entitled to take immediate possession of the Property and to record in the official real property Records of Williamson County, Texas, an instrument confirming that title to the Property has reverted to Grantor. Grantor will have the right to exercise the right of re-entry and to re-take title to the Property free and clear of any claims whatsoever of Grantee, and will have the right to immediately repossess the Property without the need for any court action. In such event, Grantee will, upon request of Grantor, execute, acknowledge and deliver to Grantor any and all instruments that may be requested, necessary or proper to evidence the reversion of the Property to Grantor. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty set forth herein, and subject to the covenants and easement reservation set forth above, grants, sells and conveys to Grantee the Property, together with alland singular the rights and appurtenances thereto in any wise belonging, to have and hold unto Grantee, Grantee's successors and assigns forever. Grantor hereby binds Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the property to Grantee, Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the reservations from and exceptions to conveyance and warranty set forth above. EXECUTED this_day of , 2004 Exhibit F-2 Page 2 of 2 181425-13 11/02/2004 EXHIBIT G DISTRICT CONSENT RESOLUTION A RESOLUTION GRANTING THE CONSENT OF THE CITY OF ROUND ROCK, TEXAS, TO THE CREATION OF HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT WITHIN THE CITY'S EXTRATERRITORIAL JURISDICTION RESOLUTION NO. WHEREAS, the City of Round Rock has received a Petition for Consent to the Creation of a Municipal Utility District, proposed to be known as Highland at Mayfield Ranch Municipal Utility District, upon certain land located in the City's extraterritorial jurisdiction, a copy of which petition is attached as Exhibit 1; and WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Local Government Code provide that land within a city's extraterritorial jurisdiction ,may not be included within a district without the city's written consent;NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: That the City Council of the City of Round Rock, Texas, gives its written consent to the creation of a municipal utility district, proposed to be known as Highlands at Mayfield Ranch Municipal Utility District, on a portion of the land described in the attached petition, being 314.88 acres of land, more fully described by metes and bounds on Exhibit 2. PASSED AND APPROVED on the day of _ 2004. Mayor, City of Round Rock ATTEST: APPROVED: City Secretary City Attorney Exhibit G Page 1 181425-13 11/02/2004 PETITION FOR CONSENT TO THE CREATION OF A MUNICIPAL UTILITY DISTRICT TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: The undersigned '(the "Petitioner"), holding title to the land described below and acting pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the City Council of the City of Round Rock, Texas, for its written consent to the creation of a municipal utility district over the land and, in support thereof, would show the following: I. The name of the proposed district is HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT (the"District"). IL The District will be created and organized under the terms and provisions of Article XVI, Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code. III. The District will contain a total of approximately 345.79 acres of land, situated in Williamson County, Texas. All of the land proposed to be included in the District is located within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the land proposed to be included may properly be included in the District. The land proposed to be included within the District is described by metes and bounds on Exhibit "A", which is attached hereto and incorporated herein for all purposes. IV. Petitioner holds title to land proposed to be included within the District and is the owner of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas. V. The general nature of the work to be done by the District at the present time is the design, construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system for domestic and commercial purposes, and the construction, acquisition, improvement, extension, maintenance and operation of works, improvements, facilities, plants, equipment and appliances helpful or necessary to provide more adequate drainage for the District, and to control, abate and amend local storm waters or other harmful excesses of waters, and such other construction, acquisition, improvement, maintenance and operation of such additional facilities, systems, plants and enterprises as shall be consonant with all of the purposes for which the District is created. VI. There is a necessity for the above-described work, because there is not now available within the area, which will be developed for single family residential uses, an adequate waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and welfare of the present and future inhabitants of the area and of the territories adjacent thereto 173708-1 10/09/2003 EXHIBIT 1 TO EXHIBIT G Page 1 of 4 .T require the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of an adequate waterworks system, sanitary sewer system, and drainage and storm sewer system. A public necessity, therefore, exists for the creation of the District, to provide for the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of such waterworks system, sanitary sewer system, and drainage and storm sewer system, to promote the purity and sanitary condition of the State's waters and the public health and welfare of the community. VII. A preliminary investigation has been made to determine the cost of the proposed District's project, and it is now estimated by the Petitioner, from such information as it has at this time,that such cost will be approximately$ 2 8, 5 0 0, 0 0 0 WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body duly pass and approve an ordinance or resolution granting consent to the creation of the District and authorizing the inclusion of the land described herein within the District. RESPECTFULLY SUBMITTED this day of O C//0 ;2003. PETITIONER: BRUSHY CREEK RESERVE INVESTMENTS By: C s� Elmer McLester, Co-Managing Partner 1411 West Ave., Suite 200 Austin, Texas 78701 By: La y Gri e6l do-Managing Partner 173708-1 10/09/2003 EXHIBIT 1 TO EXHIBIT G Page 2 of 4 THE STATE OF TEXAS § COUNTY OF TRAVIS § This instrument was acknowledged before me on the day of OgA L, 2003, by Elmer McLester, Co-Managing Partner of Brushy Creek Reserve Investments on behalf of said entity. MARA L. KARLEY -+r Notary Public,state of Texas (SEALMy Commission Expires Notary Public, State of Texas January 31,2007 THE STATE OF TE As AiZ 120N COUNTY OF TSS M-0havf- § This instrument was acknowledged before me on the b 4- day of �c k L-1- , 2003, by Larry Grisham, Co-Managing Partner of Brushy Creek Reserve Investments on behalf of said entity. (SEAL) PAULA A.SMIGLETONNotary Public, State of Tekas A2 r Notary Put4c-Arizona Mohave County My Comm.Expires Apr 7,2007 173708-1 10/09/2003 EXHIBIT 1 TO EXHIBIT G Page 3 of 4 EXHIBIT A • bum 345.19 series in this John Powell Survey, Abstract No, 49.1, in ' Williamson County, Texact, and being out of and apart of a 1437.45 acre tract of land described in a dead train Jam Garland Walsh, at ux, to Tom E. Nelson, Jr., trustee No. I. deed dated June 25, I 1973, and recorded in Vol. 571, Pago 446, Deed Records. W111i'stsion County, Texas, DEGINNald at en iron stake found by a fince cotllaC poet marking the ' l y Northeast corner of the said 1431.45 acre tract and being the North- test corner hereof; said point also being the Southeast corner of ' a 358.00 acre tract of land deseribed in a dead to Tom Z, Nelsen, Jrq Deed of Redord iu Val. 556, Page 273 of the Deed Records of William'aon County, Texial TIIENGB S 20'28'9, 1953.08 fest with the fence along the East boundary line of the said 1437.45 acre tract to an Lrvo stake by M fence , corner post for a cornet hereof; T11ENCE S 67'281W, 571,48 feet with an offset in the fence along the East boundary line of the said 1437.45 acre tract to an iron eOka by a fence corner post tar an "ell" corner hereof,, i T11ENcE S 214011x, 2914.18 feet with the fence along the East boundary 1 L line of the said 1437.45 acre tract to an iron stake by a fence i corner port marking the Southeast corner hereof; said point also Mn en "ell" to mos in the said East boundary 14ne of the 1437.45 acre tract and also being on or near the South boundary line of the John Pousll survey and the North line of the Ephraim Evans Survey] 1110CE S 686591W, 2993,29 feet along the South boundary line hereof and along or near the South boundary line of the said John Powell. Survey, to an iron stake sec in the fence along tha 'Wast boundary line of the said 1431.45 acre tract marking the Southwssc corner hereof, said point also being in the East boundary line of the D•lck tinyf leld Tract; Tl1ENct N 17'35'W, 1742.97 feet with the fence to a fence earner post marking the Northeast corner of the Dick hayfield tract and the southeast corner of -the perry Mayfield 'Tract, said point also being the Northeast corner of the Washington Anderson Survey and the -Southeast corner of the John b. Anderson Survey as fenced and used upon the ground THENCE continuing With the East llnn of the Furry Mayfield Trane and the West boundary line hereof as follows' N 17'49'w, 801.31 test; N 19846'W, 832,00 Eeet1 and N 18.54'W, 1466.94•feut to an Irv" Otake fount by s fence corner post marking the Northwest corner of the said 1437.45 Acre tract, said point also being the Northeast corner of the Perry Mayfield Tract, near the Southeast corner of the Ton' 1:, Nelson, Jr. Tract which is described in Vol, 558, Page 771 of -the Dead Accords of Williamson County, Taxis, and the SouthWe!t corner of the 338.00 acre tract referred to above; THENCE wf.th the fence along the North hounenry line aE the said 1497,45 acre tract and tho South boununry itne rf the sold Tom E. Nelson, Jr. Tired, N 68137160"E, 3326.1.6 feet, and N 421131E. 51.91 feet to the P1.ACF,01~_•.D80iNNING EXHIBIT 1 TO EXHIBIT G Page 4 of 4 314.88 ACRES A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE JOHN POWELL SURVEY,ABSTRACT NO. 491 AND BEING A PART OF THAT 345.79 ACRE TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: Begin at a '/" iron rod found in the South Line of Lot 13, Whitetail Section 3, according to the plat thereof recorded in Cabinet H, Slide 252 of the Plat Records of Williamson County, Texas, the same being the easterly Northeast Corner of that 558.26 acre tract of land conveyed to Williamson County Park Foundation, Inc., by deed recorded in Document Number 2003000507 of the Official Records of Williamson County, Texas, and also being the Northwest Corner of the said 345.79 Acre Tract; THENCE N.68043'24"E., along the North Line of the 345.79 Acre Tract and the South Line of Lot 13, a distance of 424.72 feet to a '/2"iron rod found for the Southeast Corner of Lot 13 and the Southwest Comer of Lot 49,Whitetail Section II, according to the plat thereof recorded in Cabinet D, Slide 141 of the Plat Records of Williamson County, Texas; THENCE N.68035'06"E., along the South Line of said Lot 49, a distance of 437.22 feet to a W iron rod found; THENCE N.68°44'51"E., along the North Line of the said 345.79 Acre Tract, the same being the South Line of Lots 43, 44, 45,46 and 48,Whitetail Section II, a distance of 2462.23 feet to a '/2" iron rod found for an angle point in the South Line of said Lot 43; THENCE N.42025'24"E., along the South Line of said Lot 43, a distance of 48.42 feet to a chain link fence for the West Line of that 1601.61 acre tract of land conveyed to Texas Crushed Stone Company by deed recorded in Volume 634, Page 366 of the Deed Records of Williamson County, Texas; THENCE S.20028'1 3"E. along said West Line, a distance of 1950.90 feet to a Yz" iron rod found; THENCE along the West Line of the said 1601.61 Acre Tract and the East Line of the 345.79 Acre Tract the following two (2) courses: 1. S.67°45'22"W. a distance of 571.57 feet to a '/Z" iron rod found; 2. S.20053'26"E. a distance of 2864.62 feet to a line 50.00 feet North of and parallel with the South Line of the said 345.79 Acre Tract; THENCE S.69003'31"W., along said parallel line, a distance of 118.11 feet; THENCE departing said parallel line and crossing the said 345.79 Acre Tract the following eight (8) courses: 1. N.20056'29"W. a distance of 75.00 feet to a point of curvature of a curve to the left; 2. Northwesterly, along the arc of said curve to the left a distance of 84.00 feet, (said curve having a radius of 270.00 feet, a central angle of 17049'29", and a chord bearing N.29°51'14"W., 83.66 feet); 3. N.38045'59"W. a distance of 81.25 feet; 4. S.69003'31"W. a distance of 244.06 feet; 5. S.20056'29"E. a distance of 19.10 feet to a point of curvature of a curve to the left; 6. Southeasterly, along the arc of said curve to the left a distance of 21.03 feet, (said curve having a radius of 25.00 feet, a central angle of 48011'23", and a chord bearing S.45°02'11"E., 20.41 feet) to a point of reverse curvature of a curve to the right ; 7. Southerly, along the arc of said curve a distance of 94.51 feet, (said curve having a radius SALAND951-10001980\980-R EMAIN DER Af Page 1 of 2 EXHIBIT 2 TO EXHIBIT G Page 1 of 2 314.88 ACRES of 50.00 feet, a central angle of 108017'56", and a chord bearing S.14°58'54"E., 81.05 feet): 8. S.21°10'24"E. a distance of 116.65 feet to a line 50.00 feet north of and parallel with the South Line of the 345.79 Acre Tract; THENCE S.69003'31"W., along said parallel line, a distance of 2588.37 feet to the West Line of the said 345.79 Acre Tract and to the East Line of that 92.670 Acre Tract of land conveyed to BJM Mayfield Ranch, Ltd., by deed recorded in Document No. 2001025550 of the Official Public Records of Williamson County, Texas; THENCE N.17°46'12"W., along the West Line of the said 345.79 Acre Tract, a distance of 1692.58 feet to a '/2" iron rod found for an angle point in the West Line of the 345.79 Acre Tract and for an angle point in the said 558.26 Acre Tract, the same being the Northeast Corner of the Washington Anderson Survey and the Southeast Corner of the John D. Anderson Survey; THENCE N.18°25'54"W., along the West Line of the 345.79 Acre Tract, a distance of 801.28 feet to a '/Z" iron rod found; THENCE crossing the said 345.79 Acre Tract the following 25 courses: 1. N.67026'39"E. a distance of 470.20 feet; 2. S.45039'12"E. a distance of 193.39 feet; 3. N.1 8003'29'W. a distance of 213.79 feet to a point of curvature of a curve to the right; 4. Northerly, along the arc of said curve to the right a distance of 343.62 feet, (said curve having a radius of 300.00 feet, a central angle of 65037'39", and a chord bearing N.14°45'21"E., 325.15 feet); 5. N.21°34'42"W. a distance of 162.75 feet; 6. N.18°48'17"W. a distance of 67.69 feet; 7. N.15059'08"W. a distance of 67.11 feet; 8. N.14034'56"W. a distance of 189.54 feet; 9. N.75025'04"E. a distance of 120.00 feet; 10. N.14034'56"W. a distance of 32.62 feet; 11. S.75025'04"W. a distance of 120.00 feet; 12. N.14°59'13"W. a distance of 70.72 feet; 13. N.23°29'38"W. a distance of 67.02 feet; 14. N.27020'50"W. a distance of 66.62 feet; 15. N.30025'43"W. a distance of 66.83 feet; 16. N.40°11'51"W. a distance of 66.99 feet; 17. N.44004'21"W. a distance of 68.14 feet; 18. N.37008'57"W. a distance of 141.03 feet; 19. N.43°15'15"W. a distance of 70.01 feet; 20. N.52012'09"W. a distance of 70.71 feet; 21. N.58029'36"W. a distance of 72.28 feet; 22. N.71°28'24"W. a distance of 64.84 feet; 23. N.75027'58"W. a distance of 79.57 feet; 24. N.87054'51"W. a distance of 125.66 feet; 25. S.68°42'11"W. a distance of 283.29 feet to the West Line of the 345.79 Acre Tract and the East Line of the 558.26 Acre Tract; THENCE NA 8048'58"W., along said West Line, a distance of 615.96 feet to the said Point of Beginning. Containing 314.88 acres, more or less. SALAND951-1 000\980\980-REMAINDER.rtf Page 2 of 2 EXHIBIT 2 TO EXHIBIT G Pace 2 of 2 25.80 ACRES A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE JOHN POWELL SURVEY,ABSTRACT NO. 491 AND BEING A PART OF THAT 345.79 ACRE TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE at a '/z" iron rod found in the South Line of Lot 13,Whitetail Section 3, according to the plat thereof recorded in Cabinet H, Slide 252 of the plat records of Williamson County, Texas, the same being the easterly Northeast Corner of that 558.26 acre tract of land conveyed to Williamson County Park Foundation, Inc., by deed recorded in Document Number 2003000507 of the Official Records of Williamson County, Texas, and also being the Northwest Corner of the said 345.79 acre tract; THENCE S.18°48'58"E., along the West Line of the 345.79 Acre Tract, the same being an East Line of the said 558.26 Acre Tract, a distance of 615.96 feet to the Point of Beginning; THENCE crossing the said 345.79 Acre Tract the following 25 courses: 1. N.68°42'11"E. a distance of 283.29 feet; 2. S.87054'51"E. a distance of 125.66 feet; 3. S.75°27'58"E. a distance of 79.57 feet; 4. S.71°28'24"E. a distance of 64.84 feet; 5. S.58029'36"E. a distance of 72.28 feet; 6. S.52012'09"E. a distance of 70.71 feet; 7. S.43°15'15"E. a distance of 70.01 feet; 8. S.37008'57"E. a distance of 141.03 feet; 9. S.44004'21"E. a distance of 68.14 feet; 10. S.40°11'51"E. a distance of 66.99 feet; 11. S.30025'43"E. a distance of 66.83 feet; 12. S.27°20'50"E. a distance of 66.62 feet; 13. S.23029'38"E. a distance of 67.02 feet; 14. S.14059'13"E. a distance of 70.72 feet; 15. N.75025'04"E. a distance of 120.00 feet; 16. S.14034'56"E. a distance of 32.62 feet; 17. S.75025'04"W. a distance of 120.00 feet; 18. S.14034'56"E. a distance of 189.54 feet; 19. S.15059'08"E. a distance of 67.11 feet; 20. S.18°48'17"E. a distance of 67.69 feet; 21. S.21°34'42"E. a distance of 162.75 feet to a point on a non-tangent curve to the left; 22. Southerly along the arc of said curve, a distance of 343.62 feet(said curve having a radius of 300.00 feet, a central angle of 65037'39" and a chord bearing S.14°45'21"W., 325.15 feet); 23. S.18°03'29"E. a distance of 213.79 feet; 24. N.45039'12"W. a distance of 193.39 feet; 25. S.67026'39"W. a distance of 470.20 feet to a '/z"iron rod found in the the West Line of the 345.79 Acre Tract and the East Line of the 558.26 Acre Tract; THENCE along said West Line the following two (2) courses: 1. N.19°02'53"W. a distance of 832.03 feet to a '/z" iron rod found; 2. NA 8048'58"W. a distance of 850.22 feet to the said Point of Beginning. Containing 25.80 acres, more or less. SALAN D951-10001980\980-KARST.rtf EXHIBIT H Page I of 2 I / I � --=' 0' 1 PROSPECTORS CAVE ' I 1 � / VEN7 URPCA VE ova,QQ --- I c N3 / I � � n N3 C o KARST OPEN SPACE LOT o 25.8 ACRES Q) v NOTE.• O THIS 25.8 ACRE OPEN SPACE MLL C BE DEEDED TO THE MLLIAMSON Z COUNTY KARST CONSERVA77ON FOUNDA 77ON OR THE CITY OF ROUND ; ROCK I Z I Z n RANDALL JONES ENGINEERING, INC. 1212 E. BRAKER LANE, AUS77N, TEXAS 78753 (512) 836-4793 FAX.- (512) 836-4817 RJ SURVEYING, INC. EXHIBIT H 1212 E. BRAKER LANE, AUSTIN, 7EXAS 78753 Page 2 of 2 (512) 836-4793 FAX- (512) 836-4817