R-2021-224 - 8/26/2021 RESOLUTION NO. R-2021-224
WHEREAS, on May 9, 2019, the City Council approved a Consent and Development
Agreement ("Agreement") between the City of Round Rock ("City"), Cressman Enterprises, LP et al.
("Cressman"), and Round Rock Municipal Utility District No. 2 ("District") regarding the creation of
the District; and
WHEREAS, the District contains 174.20 acres and is being developed by Meritage Homes of
Texas, LLC ("Meritage"); and
WHEREAS, Section 11.03(a) of the Agreement provides that the Agreement may be assigned
with the City's consent; and
WHEREAS, Meritage desires to partially assign its interest with respect to Phase I and Phase
II to Tri Pointe Homes Texas, Inc.; and
WHEREAS the CityCouncil desires to consent to the partial assignment of said Agreement;
p g
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the City Council hereby consents to the Partial Assignment of Consent and Development
Agreement by Meritage Homes of Texas, LLC to Tri Pointe Homes Texas, Inc.
That the Mayor is hereby authorized and directed to execute on behalf of the City a Partial
Assignment of Consent and Development Agreement, 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 upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
0112.20212;00479210
RESOLVED this 26t" day of August, 2021.
CRAIG MOR AN, a or
City of Roun Rock, exas
ATTEST:
MEAGAN SP KS, De-pity City Clerk
2
EXHIBIT
„A„
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
This PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT
AGREEMENT(this"Partial Assignment") is executed by MERITAGE HOMES OF TEXAS,
LLC, an Arizona limited liability company, ("Assignor' or "Meritage"), to and in favor of TRI
POINTE HOMES TEXAS,INC.,a Texas corporation,formerly known as Trendmaker Homes,
Inc., a Texas corporation ("Assignee" or "Tri Pointe"), effective as of the day of
2021(the"Effective Date").
WITNESSETH:
A. The CITY OF ROUND ROCK, TEXAS, a home-rule city located in Williamson
County,Texas(the" "),and CRESSMAN ENTERPRISES,LP,a Texas limited partnership,
KATHRYN A. CRESSMAN, and THE ESTATE OF MARVIN R. CRESSMAN, A/K/A
MARVIN RICHARD CRESSMAN, DECEASED, (collectively "Cressman") as "Owner",
previously entered into a Consent and Development Agreement dated effective as of May 9, 2019
(the"Agreement"),which,among other things,provides for the creation of Round Rock Municipal
Utility District No. 2(the"District")and a regulatory process for the development of f 174.21 acres
of land located in the City limits to be included in the District(the"Land").
B. Effective January 10,2020,Meritage and Tri Pointe entered into that certain Joint
Ownership and Development Agreement (the "JODA") whereby Meritage and Tri Pointe agreed
to jointly develop the Land. Memoranda of the JODA(with respect to both Phase I and Phase II
(as such phases are defined below)) are recorded at Document Nos. 2020005662 and
2021oo8303, Official Public Records of Williamson County,Texas. Pursuant to the terms of the
JODA, Meritage and Tri Pointe are to share in the rights, duties, and obligations with respect to
the ownership and development of the Land in accordance with their respective "Percentage
Interest"(as defined in the JODA)in the ownership of same.
C. On or about January 15, 2020, Cressman conveyed a 69.222 acre portion of the
Land("Phase I")to Meritage and Tri Pointe as co-grantees and owners of undivided interests in
same by that certain special warranty deed recorded at Document No. 202000566o, Official
Public Records of Williamson County, Texas (the "Phase I Deed"). Phase I is more particularly
described in Exhibit"A"attached to the Phase I Deed and as"PHASE I"in Exhibit"A"attached
hereto.
D. Contemporaneously with the execution and delivery of the Phase I Deed,Cressman
executed and delivered that certain Partial Assignment of Consent and Development Agreement
to Meritage by which Cressman transferred its rights,duties,and obligations as Owner under the
Agreement to Meritage with respect to Phase I only (the "Cressman/Meritage Phase I Partial
Assignment"). A copy of the Cressman/Meritage Phase I Partial Assignment is attached hereto
as Exhibit"B".
E. On or about January 15, 2021, Cressman Enterprises, LP conveyed a 50.92 acre
portion of the Land ("Phase IT') to Meritage and Tri Pointe as co-grantees and owners of
undivided interests in same by that certain special warranty deed recorded at Document
No. 2021oo8302, Official Public Records of Williamson County, Texas (the "Phase II Deed").
Phase II is more particularly described as "Tract I" in Exhibit"A" attached to the Phase II Deed
and on Exhibit"A"and as"PHASE II"in Exhibit"A"attached hereto.
F. Contemporaneously with the execution and delivery of the Phase II Deed,
Cressman executed and delivered that certain Partial Assignment of Consent and Development
Agreement to Meritage by which Cressman transferred its rights,duties,and obligations as Owner
JW1028962.31
under the Agreement to Meritage with respect to Phase II only(the"Cressman/Meritage Phase II
Partial Assignment"). A copy of the Cressman/Meritage Phase II Partial Assignment is attached
hereto as Exhibit"C".
G. In connection with Meritage's and Tri Pointe's shared rights, duties, and
obligations with respect to the ownership and development of the Land as set forth in the JODA,
Meritage desires to partially assign its interest as Owner in the Agreement with respect to Phase I
and Phase II to Tri Pointe in accordance with Tri Pointe's Percentage Interest, and Tri Pointe
desires to acquire the same from Meritage.
H. Section 11.03(a)of the Agreement generally provides that the Agreement,and the
rights of Owner thereunder, may be assigned by Owner as to all or any portion of the Land with
the City's consent (the City's consent not to be unreasonably withheld or delayed) and that any
such assignment must be in writing, specifically set forth the assigned rights and obligations,be
executed by the proposed assignee, and be delivered to the City. Pursuant to Section 11.03(a) of
the Agreement,the City expressly consented to and approved the assignment of the Agreement to
Meritage provided that a copy of any such assignment is delivered to the City.
NOW, THEREFORE, for and in consideration of the sum of Ten and No/ioo Dollars
($1o.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,Assignor and Assignee hereby agree as follows:
1. Partial Assignment. Assignor has ASSIGNED,TRANSFERRED,AND CONVEYED
and by these premises does hereby ASSIGN,TRANSFER,AND CONVEY to Assignee a forty-seven
and thirteen one-hundredths percent (47.13%) interest in and to Assignor's right, title, and
interest as Owner in,to,and under the Agreement to the extent, and only to the extent,the same
directly relate to or concern Phase I and Phase II (collectively,the"Assigned Rights"). All rights
and obligations under the Agreement other than the Assigned Rights(collectively,the"Retained
Rights") are retained by Assignor.
2. Assumption. Assignee hereby accepts the foregoing partial assignment and
assumes all of the rights and obligations of Assignor as Owner with respect to the Assigned Rights
arising on or after the date of this Assignment. Assignor will continue to be responsible for all of
the obligations arising under or in connection with the Retained Rights. Assignee's contact
information for purposes of notice under the Agreement is as follows:
Tri Pointe Homes Texas, Inc.
Attn:John Stanley
1364o Briarwick Dr.,Suite 170
Austin,Texas 78 729
3. Representations of Assignor. Assignor represents and warrants to Assignee:
(a)that the Agreement has not been amended or modified except as described in this Partial
Assignment; (b)that Assignor has all necessary right and authority to make this Partial
Assignment subject to the City consent requirements under the Agreement; (c)to Assignor's
current actual knowledge without inquiry or investigation there exists no default under the
Agreement,nor does any fact or circumstance exist which would,with the passing of time or giving
of notice, constitute a default under the Agreement; and (d)that Assignor has not alienated,
assigned, pledged, transferred, or otherwise disposed of or encumbered its rights under the
Agreement and that no person or entity has any right, title, or interest in, to, or under the
Agreement,as the Owner thereunder other than Assignor and Cressman.
{W1028962.31 2
4. Notice of"Developer"Status. Pursuant to Section 9.03 of the Agreement Meritage
and Tri Pointe hereby notify the City of their intent to develop Phase I and Phase II and thus
become (and will be deemed to have assumed the obligations of) a "Developer" under the
Agreement with respect to Phase I and Phase II.
5. City Consent. The City hereby (i)consents to this Partial Assignment;
(ii)acknowledges that a copy of the Cressman/Meritage Phase I Partial Assignment, the
Cressman/Meritage Phase II Partial Assignment,and this Partial Assignment have been delivered
to the City in accordance with Section 11.03(a) of the Agreement; and (iii)confirms receipt of
Meritage's and Tri Pointe's notice of"Developer" status in accordance with Section 9.03 of the
Agreement.
6. Binding Effect. All of the terms, provisions, covenants, and conditions set forth
herein will be binding upon and will inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
7. Headings. The headings and captions in this Partial Assignment are for
convenience only, and will not control or affect the meaning or construction of any provision of
this Partial Assignment.
8. Counterparts. To facilitate execution,(a)this Partial Assignment may be executed
in any number of counterparts;(b)the signature pages taken from separate individually executed
counterparts of this instrument may be combined to form multiple fully executed counterparts;
and (c)a signature delivered by facsimile or in another electronic format (e.g., .PDF via email)
will be deemed to be an original signature for all purposes. All executed counterparts of this
instrument will be deemed to be originals, and all such counterparts, when taken together, will
constitute one and the same agreement.
IN WITNESS WHEREOF, Assignor, Assignee, and the City have executed this Partial
Assignment to be effective as of the Effective Date set forth above.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]
{Wio28962.31 3
COUNTERPART SIGNATURE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
ASSIGNOR:
MERITAGE HOMES OF TEXAS, LLC, an
Arizona limited liability company
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of
, 2021, by , of Meritage
Homes of Texas, LLC, an Arizona limited liability company, on behalf of said limited liability
company.
(SEAL) Notary Public Signature
{W1028962.31 4
COUNTERPART PAGE T SIGNATURE G O
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
ASSIGNEE:
TRI POINTE HOMES TEXAS, INC., a Texas
corporation
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of
, 2021, by , of Tri Pointe
Homes Texas, Inc., a Texas corporation,on behalf of said corporation.
(SEAL) Notary Public Signature
IW1028962.31 5
COUNTERPART SIGNATURE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
AGREED AND CONSENTED TO BY:
THE CITY:
CITY OF ROUND ROCK, TEXAS
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on the day of
, 2021, by of the City of
Round Rock,Texas, a home-rule city, on behalf of said City.
(SEAL) Notary Public Signature
{W1028962.3} 6
EXHIBIT"A"
DESCRIPTION OF PHASE I AND PHASE II
PHASE I:
Page 1 of 6
ase
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METES AND BOUNDS DESCRIPTION
BEING 69.222 ACRES OF LAND, OUT OF THE WILLIS DONAHO SURVEY,
ABSTRACT NUMBER 173, AND THE P.A. HOLDER SURVEY, ABSTRACT
NUMBER 297, BOTH IN WILLIAMSON COUNTY, TEXAS AND BEING A
PORTION OF 134.62 ACRE TRACT OF LAND CONVEYED TO CRESSMAN
ENTERPRISES, L.P. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER
2003063811 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,
TEXAS, THEREIN DESIGNATED AS "TRACT 3", BEING A PORTION OF AN
81.41 ACRE TRACT OF LAND CONVEYED TO CRESSMAN ENTERPRISES L.P.
BY SAID INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2003063811 OF
THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS,
THEREIN DESIGNATED AS"TRACT I",AND BEING A PORTION OF A 3.0 ACRE
TRACT OF LAND SAVE AND EXCEPTED BY INSTRUMENT OF RECORD IN
DOCUMENT NUMBER 2003063811 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS, SAID 3.00 ACRE TRACT BEING A PORTION
OF A 37.00 ACRE TRACT OF LAND CONVEYED BY DEED OF RECORD IN VOL.
603, PG. 191 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS.;
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING at a 1/2"rebar found in the east line of said 134.62 acre tract and being the
southwest corner of Lot 13 in the Jackie Thomson Subdivision a subdivision of record
in Cabinet I, Slides 94-96,of the Plat Records of Williamson County,Texas;
THENCE North 88°20'50"East(record: South 89°05'30"East),along the north line of
the said 81.41 acre tract and the south line of the Jackie Thomson Subdivision a distance
of 326.38 feet;
THENCE crossing through the 81.41 acre tract the following twenty-one(21)courses:
1. South 01039110"East a distance of 21.40 feet to a 1/2"rebar set with plastic Cap,
stamped"BASELINE,INC.";
2. South 83°20'50"West a distance of 123.97 feet to a 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.';
3. South 70°09'46"West a distance of 79.88 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.';
{W1028962.3} 7
Page 2 of 6
4. South 78°05'24"West a distance of 90.38 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.';
5. South 83025'46"West a distance of 90.00 feet to 1/2"rebar set with plastic cap,
stamped`BASELINE,INC.';
6. South 06°39'10"East a distance of 170.13 feet to 1/2"rebar set with plastic cap,
stamped`BASELINE,INC.';
7. South 83°20'50"West a distance of 21.62 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.';
8. South 06'39'10"East a distance of 159.28 feet to 1/2"rebar set with plastic cap,
stamped`BASELINE,INC.';
9. South 76053137"West a distance of 159.64 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.';
10.South 20°4729"East a distance of 84.12 feet to 1/2"rebar set with plastic cap,
stamped`BASELINE,INC.';
11.South 34020'45"East a distance of 94.96 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC."for a point of curvature;
12.Along a tangential curve to the right having a radius of 615.00 feet,a length of 12.88
feet,a delta angle of 010 12'01"and a chord which bears North 69153'29"East a
distance of 12.88 feet to 1/2" rebar set with plastic cap,stamped"BASELINE,
INC."for a point of tangency;
13.South 1903930"East a distance of 50.00 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.';
14.Along a tangential curve to the left having a radius of 565.00 feet,a length of 9.59
feet,a delta angle of 00°58'21"and a chord which bears South 70°00'20"West a
distance of 9.59 feet to 1/2" rebar set with plastic cap,stamped`BASELINE,INC."
for a point of tangency;
15.South 20°29'09"East a distance of 120.00 feet to 1/2"rebar set with plastic cap,
stamped`BASELINE,INC.';
16. South 66041'10"West a distance of 44.01 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
17. South 61'01'02"West a distance of 44.01 feet to 1/2"rebar set with plastic cap,
stamped`BASELINE,INC.';
{Wi028962.3} 8
Page 3 of 6
18.South 54906'59"West a distance of 161.19 feet to 1/2"rebar set with plastic cap,
stamped`BASELINE,INC.";
19.South 36023'11"East a distance of 119.82 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."for a point of curvature;
20. Along a non-tangential curve to the left having a radius of 20.00 feet,a length of 2.64 feet,a
delta angle of 7°32'5T'and a chord which bears North 57°23'23"East a distance of 2.63 feet to
1/2" rebar set with plastic cap,stamped"BASELINE,INC."for a point of tangency;
21.THENCE South 36023'04 East,continuing through the 81.41acre tract and then crossing
through a 3.0 acre tract a distance of 498.32 feet to 112"rebar set with plastic cap,stamped
"BASELINE,INC.";
THENCE continuing through said 81.41 acre tract of land the following nine(9)courses:
1. North 54036'48"East a distance of 143.53 feet to 1/2"rebar set with plastic cap,stamped
"BASELINE,INC.";
2. North 69°18'27'East a distance of 47.21 feet to 1/2"rebar set with plastic cap,stamped
"BASELINE,INC.";
3. North 70°24'21"East a distance of 54.09 feet to 1/2"rebar set with plastic cap,stamped
"BASELINE,INC.";
4. North 62°24'40"East a distance of 59.49 feet to 1/2"rebar set with plastic cap,stamped
"BASELINE,INC.";
5. South 30°31'46"East a distance of 361.37 feet to 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."for a point of curvature;
6. Along a non-tangential curve to the right having a radius of 1,324.85 feet,a length of 69.78 feet,
a delta angle of 03°O1'04"and a chord which bears South 52°12'03"West a distance of 69.77
feet to 1/2" rebar set with plastic cap,stamped"BASELINE,INC."for a point of tangency;
7. South 53°42'35"West a distance of 409.63 feet to 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."for a point of curvature;
8. Along a tangential curve to the right having a radius of 999.88 feet,a length of 346.06 feet,a
delta angle of 19°49'48"and a chord which bears South 63037129"West a distance of 344.33
feet to 1/2"rebar set with plastic cap,stamped"BASELINE,INC."for a point of reverse
curvature;
9. Along a tangential curve to the left having a radius of 954.89 feet,a length of 370.52 feet,a
delta angle of 22°13'56"and a chord which bears South 62°25'25"West a distance of 368.20
feet to 1/2"rebar set with plastic cap,stamped"BASELINE,INC."for a point of tangency in
the south line of the 81.41 acre tract north line of a 4.680 acre tract of land conveyed to City of
Round Rock,Texas,by instrument of record in Document No.2014027063 of the Official
Public Records of Williamson County,Texas;
{W1028962.3} 9
Page 4 of 6
THENCE South 87041'04"West,along the south line of the 81.41 acre tract,same being the north
tine of said 4.680 acre tract,a distance of 84.11 feet to a 1/2"rebar found at the northwest corner of
the 4.680 acre tract,same being an southwest comer of the 81.41 acre tract and the east line of Lot
30,Block E,Legends Village Section 2,Phase 4,a subdivision of record in Document No.
2010074432 of the Official Public Records of Williamson County,Texas;
THENCE North 09158'00"East,along the west line of the 81.41 acre tract,same being the east line
of Block E,Legends Village,Section 2,Phase 4,a distance of 1163.70 feet to 1/2"rebar found at the
northeast comer of Block E,Legends Village,Section 2,Phase 4,and being an angle point in the
west line of the 81.41 acre tract;
THENCE along the north line of Legends Village,Section 2,Phase 4,same being the west tine of
the 81.41 acre tract the following two(2)courses and distances:
1. North 84°21'16"West a distance of 177.68 feet(record: North 81°44'19"West a distance of
177.68 feet),to a 1/2"rebar set with plastic cap,stamped"BASELINE,INC.";
2. North 88°23'23"West a distance of 479.83 feet(record: North 85°4731"West a distance of
480.92 feet)to a 1/2"rebar found in the north line of Lot 10,Block F,Legends Village
Section 2,Phase 4,and being the southeast corner of Lot 7,Block F,Legends Village Section
2,Phase 3,a subdivision of record in Document Number 2011038590 of the Official Public
Records of Williamson County,Texas;
THENCE North 00°53'17"East(record: North 03130'41"East),continuing along the west line
of the 81.41 acre tract and the east line of said Block F,Legends Village Section 2,Phase 3,a
distance of 439.27 feet(record:439.65 feet)to a 1/2"rebar found for the northwest corner of the
81.41 acre tract,being in the south line of the 134.62 acre tract,and also being the northeast
comer of Lot 1,Block F,Legends Village Section 2,Phase 3;
THENCE South 88°57'23"West(record: North 88°26'57"West),along the south line of the
134.62 acre tract and the north line of Block G,Legends Village Section 2,Phase 3,a distance of
600.49 feet(record:599.50 feet)to a 1/2"rebar found for the southwest corner of the 134.62 acre
tract,being the northwest comer of Lot 14,Block G,Legends Village Section 2,Phase 3,and also
being in the east line of a 33.302 acre tract described therein as Part 7,as conveyed to the State of
Texas by deed of record in Volume 1970,Page 515 of the Official Records of Williamson
County,Texas;
THENCE along the west line of the 134.62 acre tract and the east line of said 33.302 acre tract
the following two(2)courses:
1. North 17°20'44"East a distance of 294.02 feet(record: North 1"5'18"East a distance of
293.75 feet)to a 1/2"rebar found for a point of curvature;
2. Along a tangential curve to the left,having a radius of 2954.27 feet(record: 2954.43 feet),a
length of 988.59 feet,a delta angle of 19°10'23"and a chord which bears North 09°2T49"
East a distance of 983.99 feet to a 1/2"rebar set with plastic cap,stamped"BASELINE,
INC."for a point of tangency;
THENCE crossing through the 134.62 acre tract the following sixteen(16)courses:
{W1028962.3} 10
Page 5 of 6
1. North 89°12'40"East a distance of 130.74 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."for a point of curvature
2. Along a tangential curve to the left,having a radius of 3375.00 feet,a length of 10.25 feet,a
delta angle of 00°10'26""and a chord which bears North 00052'33"West a distance of 10.25
feet to a 1/2"rebar set with plastic cap,stamped"BASELINE,INC."for a point of tangency;
3. North 8900214"East a distance of 180.71 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
4. South 02'06'14"East a distance of 17.70 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
5. North 87053'46"East a distance of 200.00 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
6. South 85010150"East a distance of 64.34 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
7. North 03020'32"East a distance of 163.66 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
8. North 61008'03"West a distance of 7.70 feet to a to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
9. Along a non-tangential curve to the left,having a radius of 60.00 feet,a delta angle of 70.80
feet,a delta angle of 67036'35",and a chord which bears North 04°5621"West a distance of
66.76 feet to a to a 1/2"rebar set with plastic cap,stamped"BASELINE,INC."
10. North 51015'22"East a distance of 16.13 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE INC.";
11. North 00045'32"West a distance of 24.17 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE INC.";
12. South 89°2336"East a distance of 259.54 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE INC.";
13. South 00°36'24"West a distance of 15.77 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
14. South 88053'36"East a distance of 326.34 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
15. North 01*3T09"East a distance of 11.90 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
16. South 88°22'44"East a distance of 195.00 feet to a 1/2"rebar set with plastic Cap,stamped
"BASELINE,INC."in the east line of the 134.62 acre tract and the west line of Lot 15 in the
Jackie Thomson Subdivision
{Wi028962.3} 11
Page 6 of 6
THENCE along the east line of the 134.62 acre tract and the west line of the Jackie Thomson
Subdivision the following two(2)courses:
1. South 019709"West a distance of 774.72 feet to a 1/2"rebar found in the east line of the
134.62 acre tract and the west fine of Lot 13 in the Jackie Thomson Subdivision;
2. South 01°43'24"West a distance of 159.55 feet to the POINT OF BEGINNING.
This tract contains 69.222 acres of land,more or less,out of the P.A.Holder Survey Abstract
Number 297 and the Willis Donaho Survey,Abstract Number 173,both in Williamson County,
Texas.
Bearing Basis:Texas State Plate Coordinates,Central Zone,NAD 83196CORS.
tE•OP
gar•a1
ROt3ERT QLEN NALOY
:4p 6028 v
tBUR�y�
.Pe6a rt y 01107/202-0
Robert en Maloy Date
Registered Professional Land Surveyor
State of Texas No.6028
Fde: SAProjectslCressman RanchlDocslFeld Notes\Cressman Ranch Homestead Phase 1&2 Title
M&B_fn.doc
{W1028962.3} 12
PHASE II:
S
LANDESIGN*
SERVICES, INC.
10090 W Highway 29 I Liberty Hill,Texas 78642
TBPELS Firm No. 10001800 512-238-7901 office
EXHIBIT
METES AND BOUNDS DESCRIPTION
BEING 50.92 ACRES OF LAND SURVEYED BY LANDESIGN SERVICES
INC. SITUATED IN THE WILLIS DONAHO JR SURVEY ABSTRACT NO.
173 IN WILLIAMSON COUNTY, TEXAS AND BEING A PORTION OF A
CALLED 134.62 ACRE TRACT OF LAND DESCRIBED AS TRACT 3, IN A
WARRANTY DEED TO CRESSMAN ENTERPRISES, L.P., AS RECORDED
IN DOCUMENT NO.2003063811,OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS (O.P.R.W.C.T.), AND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at a 1/2-inch rebar with cap stamped"LSI SURVEY" set in the East line of said
134.62 acre tract and the West line of Lot 21,JACKIE THOMISON SUBDIVISION,recorded in
Cabinet I,Slide 94-96 of the Plat Records of Williamson County,Texas(P.R.W.C.T.),from which
a 1/2-inch rebar with cap stamped"LSI SURVEY"set for the Northeast corner of said 134.62 acre
tract and in the West line of Lot 30,said JACKIE THOMISON SUBDIVISION,also being in the
existing South right-of-way line of County Road 113 (Old Settlers Boulevard—R.O.W Varies),
bears North 12'11'04"West a distance of 1521.24 feet;
THENCE with the East line of said 134.62 acre tract and the West line of said JACKIE
THOMISON SUBDIVSION,the following two(2)courses and distances:
1. South 12011'04"East a distance of 763.38 feet to 1/4-inch rebar found for the Southwest
corner of Lot 19 and the Northwest corner of Lot 18, said JACKIE THOMISON
SUBDIVSION;and
2. South 01°37'09"West a distance of 961.62 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set,in the East line of said 134.62 acre tract and the West line of Lot 15,said
JACKIE THOMISON SUBDIVISION;
THENCE over and across said 134.62 acre tract, the following seventeen (17) courses and
distances:
1. North 88*21147"West a distance of 20.00 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
2. North 88022151"West a distance of 175.00 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
LI L:i2(N)3.3-K(C'S('ressttuut\I)L>criptions`I lontcNtc id Ph 3 I S.docs Sheet 1 013
{Wio28962.3} 13
3. South 01137'09"West a distance of 11.90 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY"set;
4. North 88153'36"West a distance of 32634 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
5. North 00036'24" East a distance of 15.77 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY"set;
6. North 89023136"West a distance of 259.54 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
7. South 00045'32" East a distance of 24.17 feet to 1/2-inch rebar with cap stamped ed "LSI
SURVEY"set;
8. South 51°15'22"West a distance of 16.13 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY"set;
9. Along a curve to the Right having a radius of 60.00 feet,an arc length of 70.80 feet,a delta
angle of 67036'35",and a chord which bears South 04°56'21" East a distance of 66.76
feet to a 1/2-inch rebar with cap stamped"LSI SURVEY"set;
10.South 61008'03" East a distance of 7.70 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY"set;
11.South 03°20'32"West a distance of 163.66 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY"set;
12.North 85110'50"West a distance of 64.34 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY"set;
13.South 87053'46"West a distance of 200.00 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
14.North 02006114"West a distance of 17.70 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
15.South 89002114"West a distance of 180.71 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
16.Along a curve to the Right having a radius of 3375.00 feet,an arc length of 10.25 feet,a
delta angle of 00010'26",and a chord which bears South 00°52'33" East a distance of
10.25 feet to a 1/2-inch rebar with cap stamped"LSI SURVEY"set;and
LI 1.A20033-K I CS Crer..manxI)mriptions'I Iomestend Ili 3 TS.does Shut 2 of i
{W1028962.3} 14
17.South 89012'40"West a distance of 130.75 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set in West line of said 134.62 acre tract and in the East line of said 33.302 acre
tract;
THENCE with the West line of said 134.62 acre tract and the East line of said 33.302 acre tract,
the following two(2)courses and distances:
1. Along a curve to the Left having a radius of 2954.43 feet,an arc length of 133.54 feet,a
delta angle of 02035'23",and a chord which bears North 01*25'03" West a distance of
133.52 feet to a 1/2-inch rebar with cap stamped"LSI SURVEY"set;and
2. North 02006'14"West a distance of 847.68 feet to 1/2-inch rebar with cap stamped"LSI
SURVEY"set;
THENCE over and across said 134.62 acre tract,the following two(2)courses and distances:
1. North 23043'57"East a distance of 893.69 feet to 1/2-inch rebar with cap stamped"LS1
SURVEY"set;
2. North 80008157" East a distance of 920.46 feet to the POINT OF BEGINNING and
containing 50.92 acres of land,more or less.
This project is referenced for all bearing and coordinate basis to the Texas State Plane Coordinate
System,North American Datum of 1983(NAD83—2011 Adjustment),Central Zone(4203).
Distances and areas shown hereon are grid values represented in U.S.Survey Feet.
This property description was prepared from an on-the-ground survey performed under my
supervision and is accompanied by a separate plat of even date.
tE OF.TE
�'�P::G'�S TEq qs
PE � Fa
K Q�
oe
TRAVI..S.TABOR
Travis S. abo ....................................
Registered Professional Land Surveyor :90 sa28 1-�;
State of Texas No.6428 "o SURVE'cP
Job Number:20-033
Attachments:I.A20033-KTCS Cressman\CAD\DWGs\homestead Ph 3.dwg
LI \2(Xt33-K I(S(ressnuwI)cscription.\I lomestcad Ili 3 I S.doc\ Sheet 1,43
{W1028962.3} 15
EXHIBIT"B"
CRESSMAN/MERITAGE PHASE I PARTIAL ASSIGNMENT
[attached]
{W1028962.3} 16
PARTIAL.ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
This PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT
AGREEMENT(this"PPQrr' ssi met!")is executed by CRESSMA.N ENTERPRISES,LP,
a Texas limited partnership, KATHRYN A.CRESSMAN,and THE ESTATE OF MARVIN
R. CRESSMAN, A/K/A MARVIN RICHARD CRESSMAN, DECEASED, (collectively
'Assignor" or " ssm i"), to and in favor of MERITAGE HOMES OF TEXAS,�, an
Arizona limited liability company ("Asst'ynee" or " er' "), effective as of the ��7 day of
75C 2020(the-kAxtive are").
WITNESSETH:
A. The City of Round Rock,Texas, a home-rule city located in Williamson County,
Texas(the"""),and Cressman previously entered into a Consent and Development Agreement
dated effective as of May q,2019(the"Ayreement"),which,among other things,provides for the
creation of Round Rock Municipal Utility District No.2(the"District' and a regulatory process
for the development of 1174.21 acres of land located in the City limits to be included in the District
(the"!.and"). A copy of the Agreement is attached hereto as Exhibit A.
B. Contemporaneously with the execution and delivery of this Partial Assignment by
Assignor and Assignee, Assignor is conveying to Assignee the portion of the Land more fully
described on the attached Exhibit ("Phase t"),and,in connection therewith,Assignor desires
to partially assign its interest in the Agreement with respect to Phase i to Assignee,and Assignee
desires to acquire the same from Assignor.
C. The Agreement generally provides that the Agreement,and the rights of Assignor
thereunder, may be assigned by Assignor as to all or any portion of the Land with the City's
consent. However,pursuant to Section 11.03(a)of the Agreement,the City expressly consented
to and approved the assignment of the Agreement to Meritage. Section ii.03(a)further provides
that no further consent to an assignment of the Agreement to Meritage will be necessary but
requires that a copy of such assignment must be delivered to the City.
NOW,THEREFORE,for and in consideration of the sum of Ten and No/too Dollars
($io.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,Assignor and Assignee hereby agree as follows:
1. brtjal Assignment. Assignor has ASSIGNED,TRANSFERRED,AND CONVEYED
and by these premises does hereby ASSIGN, TRANSFER, AND CONVEY to Assignee all of
Assignor's right,title,and interest in,to,and under the Agreement to the extent,and only to the
extent, the same directly relate to or concern Phase i (collectively, the"Assigned Rights"). All
rights and obligations under the Agreement other than the Assigned Rights (collectively, the
"Retained Rights")are retained by Assignor.
2. Assumption. Assignee hereby accepts the foregoing partial assignment and
assumes all of the rights and obligations of Assignor with respect to the Assigned Rights arising
on or after the date of this Assignment. Assignor will continue to be responsible for all of the
obligations arising under or in connection with the Retained Rights. Assignee's contact
information for purposes of notice under the Agreement is as follows:
W0944730-21
{W1028962.3} 17
Meritage Homes of Texas,LLC
Attn: Elliott Jones
8920 Business Park Drive,Suite 350
Austin,Texas 78759
3. Representations of Assignor. Assignor represents and warrants to Assignee:
(a)that Agreement has not been amended or modified except as described in this Partial
Assignment; (b)that Assignor has all necessary right and authority to make this Partial
Assignment; (c)to Assignor's current actual knowledge without inquiry or investigation there
exists no default under the Agreement,nor does any fact or circumstance exist which would,with
the passing of time or giving of notice, constitute a default under the Agreement; and (d)that
Assignor has not alienated, assigned, pledged, transferred, or othenise disposed of or
encumbered its rights under the Agreement and that no person or entity other than Assignor has
any right,title,or interest in,to,or under the Agreement,as the Owner thereunder.
4• Delivery to City. Pursuant to 11.03(a) of the Agreement,Assignor and Assignee
agree that a copy of this Partial Assignment will be delivered to the City.
5• Bi ng Effect. All of the terms, provisions,covenants,and conditions set forth
herein will be binding upon and will inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
6. Headings. The headings and captions in this Partial Assignment are for
convenience only,and will not control or affect the meaning or construction of any provision of
this Partial Assignment.
7• C9.unteCRri . To facilitate execution,(a)this Partial Assignment may be executed
in any number of counterparts;(b)the signature pages taken from separate individually executed
counterparts of this instrument may be combined to form multiple fully executed counterparts;
and(c)a signature delivered by facsimile or in another electronic format(e.g., .PDF via email)
will be deemed to be an original signature for all purposes. All executed counterparts of this
instrument will be deemed to be originals, and all such counterparts, when taken together, will
constitute one and the same agreement.
IN WITNESS WHEREOF,Assignor and Assignee have executed this Partial Assignment
to be effective as of the Effective Date set forth above.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.)
{Wo944730.2) 2
{W1028962.3} 18
COUNTERPART SIGNATURE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
ASSIGNOR:
CRESSMAN ENTERPRISES,LP,a Texas
limited partnership
By: Cressma En rises GP, LLC, a Texas
limited h ility pany,its General Partner
By:
ott Cressman,Managing Member
KATH C MAN
tt M.Cressman,Agent(Attomey-in-Fact)
THE ESTATE OF R. CRESSMAN,
A/K/A VIN HARD CRESSMAN,
DE
{
Scott mark Cressman,Independent Executor of the
Estate of Marvin R. Cressman, a/k/a Marvin
Richard Cressman,Deceased
[Notary Acknowledgments for Assignor on Following Page]
(WO%4730.2) 3
{W1028962.3} 19
THESTATEOFTEXAS §
COUNTY OF 14h w§ §
This instrument was acknowledged before me on the L day o�, __ ,2020,by Scott
Cressman, Managing Member of Cressman Enterprises GP, LL.C, a TQ limited liability
company,General Partner of Cressman Enterprises,LP,a Texas limited partnership,on behalf of
said limited liability com� and limited partnership.
.�
(SEAL) Notary Public Signature
THE STATE OF TEXAS §
COUNTY OF ,/' 'gbr,---§ §
This instrument was acknowledged before me on the,�J day of 2020,by Scott
M. Cressman, Agent (Attorney-in-Fact) of Kathryn A. Cressman, on be if of Kathryn A
Cressman.
m+�4
,00
(SEAL) Notary Public Signature
'��4111N1U��
THE STATE OF TEXAS §
§
COUNTY OF AMA§
This instrument was acknowledged before me on the/SJ day othr�__.,2020,by Scott
Mark Cressman, Independent Executor of the Estate of Marvin R. Cressman, a/k/a Marvin
Richard Cressman, Deceased, on behalf of the Estate of Marvin R. Cressman, a/k/a Marvin
Richard Cressman,Deceased.
(SEAL) r°Pi' *i Notary Public Signature
(Wo944730.2} 4
1WI028962.31 20
GOITNUWARTSIGNATITRE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
ASSIGNEE-
MERrrAGE HOMES OF TEXAS, LLC, a
Arizona limited ny
gy. /1/
Name• L.Uiu—w�. aaf'�'Etr'
Title: 0WRTa 1WT.
THE STATE OF ItyA5 §
COUNTY OF --LCti . S §
This instrument was acknowledged before me on the day of
Ski n„n vi4 , 2020, by 14 14 4m �� 1AAAr— of Meritage
Homes of Texas, LLC,an Arizona limited liability company, on behalf of said limited liability
company.
lcr
(SEAL) Notary PuNic Signature
EUZABEt, MA,tE
r': RsNotary�oOLC.$la:e it Togas
Pq
Comm Expnta 07•20 204I
W Notary 10 1315W319
{Wo944730.2} rJ
{W1028962.3} 21
EXH[BIT A
CONSENT AND DEVEIAPMENTAGRF,EMENT
(Wo944730.2} 6
{W1028962.3} 22
THE STATE OF TEXAS '
COUNTY OF 1RAVIS '
COUNTY OF WILLIAMSON '
CITY OF ROUND ROCK •
I,SARA L. WHITE,City Clerk of the City of Round Rock,Texas,do hereby certify that
I am the custodian of the public records maintained by the City of Round Rock, Texas. The
attached foregoing 39 pages are true and correct copies of the Consent and Development
Agreement between the City of Round Rock,Cressman Enterprises,LP,et al.and the Round Rock
Municipal Utility District No. 2,dated May 9, 2019,regarding the development of 174.10 acres
of land.
CERTIFIED by my hand and seal of the City of Round Rock, Texas on this 10°i day of
May 2019.
VXM LAM
SARA L. WHITE,TRMC
CITY CLERK
Y y
JW1028962.31 23
CONSENT AND DEVELOPMENT AGREEMENT
AMONG
CITY OF ROUND ROCK,TEXAS;
CRESSMAN ENTERPRISES,LP,KATHRYN A.CRESSMAN,AND THE
ESTATE OF MARVIN R.CRESSMAN,A/K/A MARVIN RICHARD
CRESSMAN, DECEASED;
AND
ROUND ROCK MUNICIPAL UTILITY DISTRICT NO.2
(W0881151.14) W088115I.WCX
{W1028962.3} 24
CONSENT AND DEVELOPMENT AGREEMENT
This CONSENT AND DEVELOPMENT AGREEMENT(this"Agreemen_t")is
by the City of Round Rock,Texas, a home-rule city located in Williamson County,
Texas(the"Cy"),and Cressman Enterprises,LP,Kathryn A.Cressman,and the
Estate of Marvin R. Cressman, a/k/a Marvin Richard Cressman, Deceased
(collectively, the "Owng£"). Subsequent to its creation, Round Municipal Utility
District No.2, a proposed municipal utility district to be created pursuant to Article
XVI,Section 59 of the Texas Constitution and Chapters 49 and 54,Texas Water Code as
contemplated by this Agreement(the"District'),will become a party to this Agreement.
The City,the Owner,and the District are sometimes referred to herein as a"EqM"and
collectively as the"Parties".
RECITALS
WHEREAS,the Owner owns approximately 174.21 acres of land located entirely
within the corporate boundaries of the City(the"hgnd");and
"ERAS, 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
Exh1 it B(the"Concej2(P_[(Ln_");and
WHEREAS, the Owner intends that the land will be developed in phases as a
master-planned,residential community that will include park and recreational facilities
to serve the Land;and
WHEREAS,the Owner and the City wish to enter into this Agreement to 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;and
WHEREAS,the Owner has proposed to create the District over the Land pursuant
to an application to be filed with and processed through the TCEQ (as defined in
ARTICLE 1 below)and has presented the City with a petition requesting the City's consent
to the creation of the District;and
WHEREAS,the purposes of the proposed District include designing,constructing,
acquiring,installing,financing,and conveying to the City water,wastewater,and drainage
utilities (including capacity or contract rights to capacity therein), roads and
improvements in aid of roads, park and recreational facilities, and other public
improvements as authorized by the Texas Constitution and Texas Water Code to serve the
area within its boundaries(collectively,the"District Improvements");and
WHEREAS, construction of the District Improvements will occur in phases (as
determined by the District and the Developer(s)(as defined herein))in accordance with
this Agreement;the applicable ordinances of the City;Chapters 49 and 54,Texas Water
I Won 1151,1y
{w0�881*1341 1
{W1028962.3} 25
Code, as amended; the rules and regulations of the TCEQ, as amended; and applicable
state and federal regulations(collectively,the"Applicable Reoulatiolu");and
WHEREAS,the City and the Owner intend that the Reimbursable Costs(as defined
in ARTICLE I below)of the District Improvements will be paid from the net proceeds of
bonds issued by the District (or surplus funds of the District) in accordance with this
Agreement, the applicable rules and regulations of the TCEQ, as amended, and the
applicable requirements of the Texas Attorney General's Office,as amended;and
WHEREAS,the District is authorised to enter into this Agreement pursuant to the
provisions of Texas law, including but not limited to, Chapters 49 and 54, Texas Water
Code, as amended; Chapter 791, Texas Government Code, as amended; and
Section 552.014,Texas Local Government Code,as amended;and
WHEREAS,the City is a municipal corporation operating under a home-rule City
Charter adopted under the laws of the State of Texas and pursuant to which the City has
the authority to enter into and perform its obligations under this Agreement including,
but not limited to,the ownership and operation of the District Improvements;
NOW 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:
Applicable Rules means the City's rules, ordinances, and regulations in
effect as of the Effective Date of this Agreement, as amended by: (i) any
amendments authorized by Chapter 245,Texas Local Government Code; (ii)any
approvals, variances, waivers, and exceptions to such rules that are approved by
the City;and(iii)any additional restrictions or regulations agreed to by Developer
in writing.
Agreement means this Consent and Development Agreement among the
Parties.
Bonds means bonds, notes, or other obligations or indebtedness issued or
incurred by the District under the District's borrowing power.
CC& means the City of Round Rock, "Texas, a home-rule city located in
Williamson County,Texas.
CitkObjection is defined in Section 7.o2(b).
City Manager means the City Manager of the City.
(wnas i 151 141
iwoe81151.141 2
{W1028962.3} 26
Commission or TCEO means the Texas Commission on Environmental
Quality or its successor agency.
Concept Plan means the concept plan for the Land attached as Exhibit B,
as amended from time to time in accordance with this Agreement.
Cou ty means Williamson County,Texas.
Developer means the Owner, or any successor or permitted assign of the
Owner,that notifies the City of its intent to develop all or any portion of the Land
under Section Q.o�below.
Distri means Round Rock Municipal Utility District No.2, a political
subdivision of the State of Texas to he created over the Land,with the consent of
the City,as provided in this Agreement.
District Improvements means the water,wastewater,and drainage utilities
(including capacity or contract rights to capacity therein),roads and improvements
in aid of roads,park and recreational facilities,and other public improvements,as
authorized by the Texas Constitution and Texas Water Code, to serve the area
within the District boundaries.
Effective Date of this Agreement means the 9`h day of May,2019.
LMd means approximately 174.21 acres of land located in the City limits,as
described by metes and bounds on Exhibit A.
Owner means, collectively, Cressman Enterprises, LP; Kathryn A.
Cressman; and the Estate of Marvin R. Cressman, a/k/a Marvin Richard
Cressman,Deceased,or their successors and assigns under this Agreement.
ReimbuMgble Costs means all costs of the District Improvements(including
land and easements costs) that are eligible for reimbursement from the net
proceeds of Bonds issued in accordance with this Agreement and, as applicable,
the rules and regulations of the TCEQ,as amended.
Road�P cts means any road projects or improvements in aid of such road
projects that the District is authorized to undertake pursuant to Article III,
Section 52 and Article XVI,Section 5q of the Texas Constitution,as amended,and
Chapters 49 and 54,Texas Water Code,as amended,or otherwise pursuant to any
authority granted to the District by special act of the Texas Legislature.
ARTICLE II
CREATION OF DISTRICT AND EXECUTION OF AGREEMENTS
Section 2.01. Consent to Creation of District. The City acknowledges
receipt of the Owner's request,in accordance with Section 54.ot6,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
1WO991151.14)
M0881151.14) 3
IW1028962.31 27
Exhibit consenting to the inclusion of the Land within the District (the "Consent
Resolution"), The City agrees that the Consent Resolution will constitute and evidence
the City's consent to the creation of the District within the City's corporate limits in
accordance with Section 54.ot6, Texas Water Code, and Section 42.042, Texas Local
Government Code,and that no further consent will be required on the part of the City to
evidence the City's consent to the creation of the District.
Section 2.02. District Execution of AMement. The Owner shall cause
the District to approve,execute,and deliver to the City this Agreement within thirty(30)
days after the date the District's Board of Directors holds its organizational meeting. If
the District fails to do so within such 30-day period,then(after notice and opportunity to
cure)the City may terminate this Agreement and may repeal the Consent Resolution.
Section 2.wn. District Bonds. If the District fails to approve,execute,and
deliver this Agreement to the City as required by Section 2,02, and if the City does not
terminate this Agreement,such failure shall operate to prohibit the District from taking
any actions to issue Bonds until the failure has been cured. The City shall have the right
to enjoin the issuance of Bonds during any period in which such a material breach exists.
Section a.oa. Reimbursement AgreemmU. If the District fails to
approve,execute,and deliver this Agreement to the City as required by Section 2.02 and
if the City has not terminated this Agreement,such failure shall operate to prohibit the
Owner or any Developer of the Land from entering into any reimbursement agreements
with the District until the failure has been cured. The City shall have the right to enjoin
the execution of such reimbursement agreements during any period in which such a
material breach exists.
Section 2.os. Intent of Parties Related to Allocation Agreement.
Under Section 54.o16(f),Texas Water Code,the City,as a City providing written consent
for inclusion of land in a district,may provide for a contract designated as an"allocation
agreement",to be entered into between the City and the District. The Parties acknowledge
that the provision for an"allocation agreement" under Section 54.oi6(f) is at the City's
discretion. The City confirms that it is intentionally not providing for an allocation
agreement. The Parties agree that this Agreement does not constitute and will not be
deemed to constitute an allocation agreement within the meaning of Section 54.oi6(f).
ARTICLE III
WATER AND WASTEWATER SERVICE
4Sgetion n.oi. City Retail Water and Wastewater Service. Retail
water supply and wastewater collection and treatment services will be provided by the
City. The water distribution and wastewater collection systems within the District shall
be owned by the City. The City will provide water and wastewater service to customers
within the District in the same manner and on the same terms and conditions as the City
provides service to other retail customers inside its corporate limits. The City's standard
water and wastewater rates, charges, and other fees, including engineering review and
inspection fees,that are applicable to other areas within the City's corporate limits will be
applicable to facilities constructed,connections made,and services provided within the
District. The City agrees and commits to provide water and wastewater service sufficient
(WO881151.14)
{w0881251.14} 4
JW1028962.31 28
for the full build-out of the District at flow rates and pressures (including fire flows)
sufficient to meet the minimum requirements of the Applicable Regulations,and agrees
to provide written confirmation of the availability of service upon the District's request if
required in connection with any District Bond sale.
ARTICLE IV
ROADWAY IMPROVEMENTS
Section d.o><. Right of WaY Dedications. The City has previously
acquired right-of-way through the Land for the extension of Kenny Fort Boulevard but
desires to realign Kenny Fort Boulevard as generally depicted on Exhibit D. The Owner
will convey by warranty deed,at no cost to the City,i00%of the right-of-way required for
such realignment within the Land,but reserves the right to seek reimbursement for such
right-of-way from the District in accordance with this Agreement. The Parties
acknowledge that the final location of the roadways within the Land may be subject to
minor changes from those shown on the Concept Plan based on the final right-of-way
alignment of Kenny Fort Boulevard.
Section d.o2. Road Construction. The City agrees that it will be
responsible for the design of Kenny Fort Boulevard and paying the cost for same. The
Owner agrees that it will contribute to the cost of extending Kenny Fort Boulevard
through the Land up to a maximum of$1,775,794(the"Road Contribution Cav")either
(a)by constructing a portion of such extension (such portion to be determined in
connection with approval of the preliminary plan for the Land) in accordance with the
City-approved design,in which event the City will be responsible for any costs in excess
of the Road Contribution Cap;or(b)by paying the City's applicable road/traffic impact
fees for development within the Land in accordance with the Applicable Rules up to the
Road Contribution Cap. The Owner reserves the right to seek reimbursement for such
costs from the District. For the avoidance of doubt,(i)if the Owner elects to construct a
portion of Kenny Fort Boulevard pursuant to clause(a)above,no road/traffic impact fees
will be payable with respect to the Land; and (ii)if the Owner elects to pay the City's
applicable road/traffic impact fees for development within the Land pursuant to clause
(b) above, the Owner will not be required to construct any portion of Kenny Fort
Boulevard. Whether the Owner elects either (a) or (b) above, the Owner shall not be
obligated to obtain a Traffic Impact Analysis.
ARTICLE V
PARK AND RECREATTONAL AMENITIES
Section s.o><. )Parkland. The Owner agrees that the park and open space
land depicted in green on Exhibit D (the "Park Land") will be conveyed to the City,
subject to the right to seek reimbursement for costs of the Park land from the District in
accordance with this Agreement. The City agrees that conveyance of the Park Land to the
City will constitute full satisfaction of the City's parkland dedication requirements for the
Land. Any trails within the Park Land will be constructed in accordance with the City's
standards under the Applicable Rules and shall be open to the public. The City will accept
the conveyance of the Park Land, including any trails thereon, and will operate and
maintain the Park Land as part of the City's park system.
{W0881151.14)
{Wo881151.11} 5
{W>028962.3} 29
ARTICLE VI
DESIGN,FINANCING,CONSTRUCTION,CONVEYANCE,
OWNERSHIP,OPERATION,AND MAINTENANCE OF DISTRICT
IMPROVEMENTS
Section 6.o1. Design.Financing.and Construction. Unless otherwise
specifically provided in this Agreement,the Developer will design,finance,construct,and
convey to the City on behalf of the District all District Improvements at no cost to the City.
All construction will be bid in accordance with the requirements applicable to the District
under the rules of the TCEQ and Chapters 49 and 54,Texas Water Code. All District
Improvements will be designed and constructed in accordance with the Applicable Rules
and the regulations of any other governmental entities with jurisdiction and pursuant to
plans and specifications approved by the City. Unless the Developer's service
requirements for the Land change or the Parties otherwise agree,the City will not require
that the Developer or the District oversize,finance,or construct any utility,park,or road
improvements to serve property other than the Land.
Section 6.oz. Conveyance, Ownership. Operation, and
Maintenance. Upon completion of construction of each phase of the District
Improvements: (i)the City will accept such improvements for operation and
maintenance in accordance with the Applicable Rules; and (b)the Developer will
promptly convey those facilities to the City,subject to(i)the City's obligation to provide
service to the District as provided in this Agreement,(ii)a reservation of all capacity in
those facilities for the benefit of the District, and (iii)the Developer's right, if any, to
reimbursement from the District for the cost of those improvements in accordance with
the rules of the Commission. The Developer will also assign all contract rights,
warranties, guarantees, assurances of performance, and bonds related to the facilities
conveyed to the City. The City agrees that its acceptance of facilities and the related
assignments will not be unreasonably withheld,conditioned,or delayed. Upon any such
conveyance and acceptance,the City agrees to operate and maintain such improvements
in good condition and working order and to provide service to the District in accordance
with this Agreement. Conveyance will not affect the Developer's right to reimbursement
from the District for the cost of any facilities. Nothing herein will prevent the City from
using District Improvements to serve customers outside of the District provided that there
is sufficient capacity reserved to serve the residents and property owners within the
District as and when required by development within the Land.
ARTICLE VII
AUTHORITY TO ISSUE BONDS
Section 7.oi. Authority to Issue Bonds. The District may issue Bonds only
as permitted by this Agreement. The District may reimburse a Developer for expenditures
authorized by Commission rules and regulations and this Agreement; however, the
purposes for which the District may issue Bonds are restricted to:
(a) The purchase, construction, acquisition, repair, extension, and
improvement of land,easements,works,improvements,facilities,plants,equipment,and
appliances (including capacity or contract rights to capacity in any of the foregoing)
(W0E81151,14)
(Wa88 us1.14) 6
{W1028962.3} 30
necessary to:
(1) Provide a water supply for municipal uses, domestic uses, and
commercial purposes;
(2) Collect, transport, process, dispose of, and control all domestic,
industrial,or communal wastes whether in fluid,solid,or composite state(other
than solid waste,as defined in the Applicable Rules);
(3) Gather,conduct,divert,and control local storm water or other local
harmful excesses of water;
(4) Design,acquire,construct,and finance Road Projects;and
(5) Develop and maintain park and recreational facilities,subject to the
applicable limitations of Section 49.461-49.466,Texas Water Code,or as permitted
under Section 54.201,Texas Water Code;
(b) Refunding any outstanding Bonds,provided such refunding Bonds satisfy
the terms and conditions of this Agreement;
(c) Paying organizational,administrative,and operating costs during creation
and construction periods and interest thereon, subject to the applicable limitations of
Section 49.155,Texas Water Code;and
(d) Paying other expenses authorized by Section 49.155,Texas Water Code.
Section Zo2. CQy Submittals:Obiections.
(a) The District agrees to give written notice to the City of its intention to issue
Bonds as follows:
(t) If the District intends to issue Bonds that require TCEQ approval,the
District will provide notice of same to the City Manager and City Attorney
concurrently with the District's submittal of each application to the TCEQ for
approval of issuance of Bonds,which notice shall include:
A. A copy of the District's application to the TCEQ,including the
amount of Bonds proposed for issuance, a general description of the
projects to be funded by the Bonds,the engineering report,the projected
debt service schedule,the projected District debt service tax rate after the
closing date of the Bonds, and the projected final maturity date of the
Bonds;
B. Written certification by the District's financial advisor that the
Bonds,when issued,will meet the existing economic feasibility guidelines
established by TCEQ for districts issuing bonds in Williamson County;and
C. Written certification by the District that the District is in
compliance in all material respects with the terms and conditions of this
(WORK 115 1.14
tWo881151.141 7
IW1028962.31 31
Agreement.
(2) if the District intends to issue Bonds that do not require TCEQ
approval (e.g., Bonds for Road Projects or refunding Bonds), the District will
provide notice of same to the City Manager and City Attorney at least thirty(30)
days prior to pricing of the Bonds,which notice shall include:
A. The amount of Bonds proposed for issuance, a general
description of the projects to be funded by the Bonds or Bonds to be
refunded by such Bonds, the engineering report (if applicable), the
projected debt service schedule,the projected District debt service tax rate
after the closing date of the Bonds,and the projected final maturity date of
the Bonds.
B. Written certification by the District's financial advisor that the
Bonds,when issued,will meet the existing economic feasibility guidelines
established by TCEQ for districts issuing bonds in Williamson County;and
C. Written certification by the District that the District is in
compliance in all material respects with the terms and conditions of this
Agreement.
(3) Within five (5) days after pricing of any Bonds and no less than
fourteen(14)days before the closing date of such Bonds,the District shall provide
the City with the following information:
A. If TCEQ approval is required, a copy of the TCEQ order
approving the Bonds;
B. A description of the District Improvements to be funded by
the Bonds,if applicable;
C. The amount of Bonds being proposed for issuance;
D. A debt service schedule for the Bonds;
E. The proposed District debt service tax rate after the closing
date of the Bonds;
F. A savings schedule for any refunding Bonds;and
G. Written certification by the District that the District is in
compliance in all material respects with the conditions set forth in this
Agreement, including without limitation the information necessary to
evidence compliance with the requirements of Section v.oa.
(b) The City may object to a Bond application or to the issuance of a series of
Bonds for the reason that a Developer or the District is in default of any provision of this
Agreement. if the City objects to a Bond application or issuance due to such a default(a
"City Obiection"), the City shall have a period of thirty (3o) days after receiving the
;WOtu 151.14)
rWo881151.141 8
Wi 2 2.
f 0 896 3} 2 3
information required by Sections 7.o2(a)(J or 7.o2(a)(2).as applicable,and a period of
ten(io)days after receiving the information required by Section v.os(a)(n)within which
to notify the District of the City Objection. If the City timely objects to a Bond application
or issuance due to such a default,the Bond application and issuance will be delayed until
such time as the default is cured. If the City fails to object to a Bond application or
issuance within such periods specified herein,the City shall be deemed to have waived all
objections. If the City objects to a Bond application or issuance,such City Objection must:
(a)be in writing;(b)be given to the District;(c)be signed by the City Manager or the City
Manager's designee; and(d)specifically identify the applicable provision of the Consent
Ordinance or this Agreement as to which the District or the Developer is in default. If a
City Objection is timely given to the District with respect to a specific Bond application or
issuance of Bonds,the City and the District shall cooperate to resolve the City Objection
within a reasonable time,and the Bond application or issuance of Bonds to which the City
Objection applies shall be delayed until the City Objection has been cured or waived by
written agreement.
(c) Within thirty (3o) days after the closing date of a series of Bonds, the
District shall deliver to the City Manager a copy of the final official statement for such
series of Bonds and a copy of any report on reimbursable costs required by the rules of
the TCEQ. The District shall send a copy of any material event notices filed under
applicable federal securities laws or regulations to the City Manager within thirty(30)
days after filing such notices with the applicable federal agency. If the City requests any
additional information regarding any issue of District Bonds, the District will promptly
provide any such information to the City.
Section 7.02. Bond Limit Amount. The total amount of Bonds issued by
the District,excluding refunding Bonds, shall not exceed $14,100,000 unless approved
by the City.
Section 7.od. Teams and Conditions of Bonds.
(a) Bonds, including refunding Bonds, issued by the District shall, unless
otherwise agreed to by the City,comply with the following requirements:
(i) No individual series of Bonds will be issued with a term which
exceeds 25 years from the closing date of such series of Bonds;
(2) The Bonds(other than refunding Bonds and Bonds sold to a federal
or state agency)shall only be sold after the taking of public bids therefor(unless
current law changes to permit otherwise),and no Bonds shall be sold for less than
ninety-seven percent(97%)of par,provided that the net effective interest rate on
Bonds so sold,taking into account any discount or premium as well as the interest
rate borne by such Bonds,shall not exceed 2%above the highest average interest
rate reported by the Daily Bond Buyer in its weekly"2o Bond Index"during the
3o-day period next preceding the date notice of the sale of the Bonds is given(or,
if the Daily Bond Buyer ceases to exist,a comparable publication reporting average
bond interest rates);
(wObaus1.14)
(wo88115Lu) 9
Wio28 62.
9 3 33
(4) The District shall reserve the right to redeem its Bonds not later than
the tenth(toN)anniversary of the closing date of such Bonds,without premium;
(5) No variable rate Bonds shall be issued by the District;
(6) No Bonds (other than refunding Bonds) shall be issued by the
District subsequent to the fifteenth(i5th)anniversary of the Effective Date of this
Agreement;
(7) Any refunding Bonds must provide for a minimum of three percent
(3%)present value savings and, further, must provide that the latest maturity of
the refunding Bonds may not extend beyond the latest maturity of the refunded
Bonds;and
(8) Capitalized interest shall not exceed three years interest.
Section 7.o5. Notification for Bond Reviews. The District agrees to
include, in each application to the TCEQ for the approval of the issuance of Bonds, the
terms and conditions of ARTICLE V11 of this Agreement. The Owner and the District
each agree that no Developer will be permitted to request reimbursement or authorization
to reimburse any costs or expenses not authorized by this Agreement.
Section 7.o6. Limit of C-ty's Liability. Unless the City dissolves the
District and assumes the assets and liabilities of the District under ARTICLE V11I below,
the Bonds or any other obhgations of the District shall never become an obligation of the
City. The City's obligations under this Agreement shall not extend beyond its express
agreements hereunder, including the obligations to operate and maintain the District
Improvements after conveyance to the City and to use the District Improvements to serve
the Land.
ARTICLE ViII
DISSOLUTION OF DISTRICT
Section 8.01. Dissolution. The City may dissolve the District at any time
after the District has issued Bonds to finance all Reimbursable Costs paid or incurred to
construct the District Improvements that are required to serve full development of the
Iand. Upon dissolution of the District,the City shall assume the indebtedness and legal
obligations of the District to the extent required by law.
ARTICLE IX
CONCEPT PLAN AND DEVELOPMENT MATTERS
Section Q.ol. Phased Development. Because it is anticipated that the
Land will be developed in phases,portions of the Iand not under active development may
remain in use as agricultural lands or as open space land.
Section 9.02. Concept Plan. The City hereby confirms: (i)its approval of
the Concept Plan,and 00 that the Concept Plan complies with the City's General Plan,as
amended. The City approves the land uses, densities, exceptions, roadway alignments
(W0881151 I d)
{W0881151-W 10
{W1028962.3} 34
and widths,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 o.o�. "Developer"Status. If and as the Owner,or any successor
or permitted assignee of the Owner, initiates development of all or any portion of the
Land, the Owner, or the applicable successor or permitted assignee of the Owner,will
notify the City in writing of such election(which notice must also describe the portion of
the [and to be developed), at which time the Owner, or the applicable successor or
permitted assignee of the Owner,will become(and will be deemed to have assumed the
obligations of)a"Developer"under this Agreement as to the portion of the Land described
in the notice.
Section Q.od. Uniform and Continued Development:Vesting. The
Parties intend that 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. Accordingly,the[and will be developed and the infrastructure required
for the Land will be designed and constructed in accordance with the Applicable Rules,
the Concept Plan, and this Agreement. Subject to the terms and conditions of this
Agreement,the City confirms and agrees that the Owner and any Developer hereunder
has vested authority to develop the [and in accordance with the Applicable Rules.
Ordinances, rules, or regulations, or changes or modifications to the City's ordinances,
rules, and regulations, adopted after the Effective Date of this Agreement will only be
applicable to the extent permitted by Chapter 245,Texas Local Government Code. If there
is any conflict between the Applicable Rules and the terms of this Agreement,the terms
of this Agreement will control.
Section o.os. Term of Approvals. Except as provided below,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,the Applicable Rules,and
State law will be effective for the term of this Agreement. The Concept Plan will be
deemed to have expired if no final plat of the Land is recorded for a period of five(5)years
after the Effective Date of this Agreement or five(5)years expires after the recordation of
the last final plat.
Section g.". Amendments to ConceRt Plan. 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. Variations of a preliminary plat or final plat from
the Concept Plan that do not increase the overall density of development of the Land 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 not require an amendment to the
Concept Plan or City approval. Major changes to the Concept Plan must be consistent
(WO981151.14)
(WoNnSm4) 11
{W>028962.3} 35
with the terms of this Agreement and will be subject to review and approval by the City,
which will not be unreasonably withheld.
Section a.o . Director Lots. The conveyance,from time to time,by metes
and bounds or otherwise of any portion of the Land to any person for the purpose of
qualifying such person to be a member of the Board of Directors of the District will not be
considered a subdivision of land requiring a plat or otherwise requiring the approval of
the City.
Section o.o8. Other Utilities. The City will provide solid waste and
recycling services within the District for the same rates,in the same manner,on the same
terms and conditions,and subject to the same regulations and ordinances,as amended,
that the City provides solid waste and recycling services to other customers inside its
corporate limits. The District will have no liability for charges for such services except for
charges for services provided to the District,if any. The Developer will have the right to
select the providers of cable television,gas,telephone,telecommunications,and all other
utilities and services,or to provide"bundled"utilities within the Land.
,motion Q.00. Manufactured Home for District F,lections. One (1)
HUD-certified manufactured home may be located within the Land solely for the purpose
of providing qualified voters within the District for the District's confirmation,director,
and bond elections. The manufactured home permitted by this Agreement will not
require any permit or other approval by the City and will be promptly removed when no
longer needed.
Section a.m. Impact Fees. Any impact fees payable to the City with
respect to the Land will be paid by or on behalf of the Developer to the City in accordance
with the Applicable Rules; and, in consideration of the payment of impact fees, the
Developer will acquire,on behalf of the District, the guaranteed right to receive service
from the City's water,wastewater,and/or roadway systems,as applicable,for the living
unit equivalents of service for which impact fees have been paid.
ARTICLE X
AUTHORITY
Section to.ol. Auth rot This Agreement is entered into, in part, under
the statutory authority of Section 552.014, Texas Local Government Code, which
authorizes the City to enter into a written contract with a water district created under
Article XVI,Section 59 of the Texas Constitution under which the district will acquire for
the benefit of and convey to the City one or more projects.
ARTICLE XI
TERM,ASSIGNMENT,AND REMEDIES
Section it.oi. Term. The term of this Agreement shall commence on the
Effective Date and(unless terminated pursuant to ARTICLE II)shall continue until the
District is dissolved in accordance with ARTICLE VIII.
(W0991151.14)
1W0881151.14 12
{W1028962.3} 36
SectiQn mos. Termination and Amendment by A comment. This
Agreement may be terminated or amended as to all of the Land at any time by mutual
written consent of the City,the Owner,and,following creation of the District,the District;
may be terminated or amended only as to a portion of the land at any time by the mutual
written consent of the City, the Owner of the portion of the Land affected by the
amendment or termination and,following creation of the District,the District;and,after
full-build out of the Land, may be terminated or amended at any time by the mutual
written consent of the City and the District.
Section ii.oa. Assignment.
(a) This Agreement, and the rights of the Owner hereunder,may be assigned
by the Owner,with the City's consent,as to all or any portion of the Land. Any assignment
will be in writing,specifically set forth the assigned rights and obligations,be executed by
the proposed assignee,and be delivered to the City. The City's consent to any proposed
assignment will not be unreasonably withheld or delayed. The City hereby expressly
consents to and approves the assignment of this Agreement to Meritage Homes of Texas,
LLC and agrees that no further consent to such an assignment will be necessary;however,
a copy of such assignment must be delivered to the City.
(b) If the Owner assigns its rights and obligations hereunder as to a portion of
the Land,then the rights and obligations of any assignee and the Owner will be severable,
and the Owner 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(s), 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 it.od. Remedies.
(a) If the City defaults under this Agreement,the Owner or the District 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, the Owner or the
District may enforce this Agreement by a writ of mandamus from a Williamson County
District Court or terminate this Agreement;however,any such remedy will not revoke the
City's consent to the creation of the District.
(b) If the Owner defaults under this Agreement,the City or the District may give
Notice to the Owner. If the Owner 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 or the District may
enforce this Agreement by injunctive relief from a Williamson County District Court or
�W0881151.14)
{W0881151.14} 13
JW1028962.31 37
terminate this Agreement; however, except as permitted by Section 2,02, any such
remedy will not revoke the City's consent to the creation of the District.
(c) If the District defaults under this Agreement,the City or the Owner may give
Notice to the District. If the District 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 or the Owner may enforce
this Agreement by a writ of mandamus from a Williamson County District Court or
terminate this Agreement; however,any such remedy will not revoke the City's consent
to the creation of the District.
(d) If any 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 ii.os. Cooperation.
(a) The Parties each agree to execute such further documents or instruments as
maybe necessary to evidence their agreements hereunder.
(b) The City agrees to cooperate with the Developer(s)in connection with any
waivers or approvals that the Developer(s)may desire from 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, the Parties agree to cooperate in the
defense of such suit or claim,and to use their respective best efforts to resolve the suit or
claim without diminution in their respective rights and obligations under this Agreement.
ARTICLE XII
MISCELIANEOUS PROVISIONS
Section t2.o1,. 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 he notified and with all charges prepaid;or
(iii) by personally delivering it to the Party, or any agent of the Party listed in this
Agreement. Notice by United States mail will be effective on the earlier of the date of
receipt or three(3)days after the date of mailing. Notice given in any other manner will
be effective only when received. For purposed of notice,the addresses of the Parties will,
until changed as provided below,be as follows:
CITY: City of Round Rock
221 East Main Street
Round Rock,Texas 78664
Attn:City Manager
1 W0881151.14}
{W0881151.W 14
{W1028962.3} 38
With Required Copy to: Stephan L.Sheets
Sheets&Crossfield
3o9 E.Main Street
Round Rock,Texas 78664-5264
OWNER: c/o Scott Cressman
3232 Trexler Road
Texarkana,Texas 75501
With Required Copy to:
And Required Copy to: Meritage Homes of Texas,LLC
892o Business Park Drive,Suite 350
Austin,Texas 78759
Attn: Elliot Jones
DISTRICT: John W.Bartram
Armbrust&Brown,PLLC
ioo Congress Avenue,Suite 1300
Austin,'l'exas 78701
The Parties may change their respective addresses to any other address within the United
States of America by giving at least five days'written notice to the other party. The Owner
may,by giving at least five days'written notice to the City,designate additional Parties to
receive copies of notices under this Agreement.
Section 12.o2. Severability. 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.
Section 12.os. Waiver. 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 i2.oa. 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 12.05. Entire Agreement. This Agreement contains the entire
agreement of the Parties. There are no other agreements or promises, oral or written,
(W0921151,14)
{wo8e1151.141 15
{Wi028962.31 39
between the Parties regarding the subject matter of this Agreement. This Agreement
supersedes all other agreements between the Parties concerning the subject matter.
Section i2.ob. 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 has 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. 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(as of the Effective
Date of this Agreement) only when one or more counterparts, individually or taken
together,bear the signatures of all of the Parties.
Section 12.07. 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 12.o& Authority for Execution. The City certifies, represents,
and warrants that the execution of this Agreement has been duly authorized and adopted
in conformity with its City Charter and City ordinances. The Owner hereby certifies,
represents,and warrants that the execution of this Agreement has been duly authorized
and adopted in conformity with the constituent documents of each person or entity
executing on behalf of the Owner.
Section 12.oQ Force Majeure. If,by reason of force majeure,any Party is
rendered unable,in whole or in part, to carry out its obligations under this Agreement,
the Party whose performance is so affected must give notice and the full particulars of
such force majeure to the other Parties within a reasonable time after the occurrence of
the event or cause relied upon,and the obligation of the Party giving such notice,will,to
the extent it is affected by such force majeure,be suspended during the continuance of
the inability but for no longer period. The Party claiming force majeure must endeavor
to remove or overcome such inability with all reasonable dispatch. The term "jig
mQieure"means Acts of God,strikes,lockouts,or other industrial disturbances,acts of
the public enemy,orders of any kind of the government of the United States or the State
of Texas, or of any court or agency of competent jurisdiction or any civil or military
authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires,
hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and
people,civil disturbances, vandalism, explosions, breakage or accidents to machinery,
pipelines or canals,or inability on the part of a Party to perform due to any other causes
not reasonably within the control of the Party claiming such inability.
{wo$$1131-14}
{W0881151.14) 16
{W1028962.3} 40
Spoon 12.1o. Interpretation. As used in this Agreement, the term
"including" means "including without limitation" and the term"days" means calendar
days,not business days. Wherever required by the context,the singular shall include the
plural,and the plural shall include the singular. Each defined term herein may be used
in its singular or plural form whether or not so defined.
Section t2.11. No Third-Party Beneficiary. This Agreement is solely for
the benefit of the Parties,and neither the City,the District,nor the Owner intends by any
provision of this Agreement to create any rights in any third-party beneficiaries or to
confer any benefit upon or enforceable rights under this Agreement or otherwise upon
anyone other than the City, the District, and the Owner(and any permitted assignee of
the Owner).
Section 12,12. 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- City Consent Resolution
Exhibit D- Depiction of Kenny Fort Boulevard Realignment and Park
Land
1N WITNESS WHEREOF, the undersigned Parties have executed this Agreement
on the dates indicated below to be effective as of the Effective Date of this Agreement.
(Signatures on the following pages.)
(WOES Il 51.lA 1
MOSS1151.141 17
{Wio28962.3} 41
COUNTERPART SIGNATURE PAGE TO
CONSENT AND DEVELOPMENT AGREEMENT
CITY OF ROUND ROCK
By: / _
Craig�lorga ayor
Date: t ��
THE STATE OF TEXAS §
COUNTY OF WILLLAMSON §
This instrument was acknowledged before me on a -- , 2019, by
Craig Morgan,Mayor of the City of Round Rock,a home-rule city on behalf of said City.
00111141000, � • V`R �t�v
w� � Notary Public Signature
Seal
N1111144101��
1.-4«-("1
(W0881151-W 18
JW1028962.31 42
COUNTERPART SIGNATURE PAGE TO
CONSENT AND DEVELOPMENT AGREEMENT
Mug-
CRESSMAN ENTERPRISES, LP, a Texas
limited partnership
By: Cressman Enterprises GP, LLC, a Texas
limited liabili company, its General
Partner
By: ,a 01fii—
Scott Cressman, Managing
Memb
Date: .r 1,h 1
KATH A CRES MAN
I
Scott M. Cressman, Agent
(Attorney-in-� )
Date: f-
ESTATE OF MARVIN R. CRESSMAN,
A/K/A MARVIN RIYd C CRESSMAN,
7DE D
7C
e YCJ+V/
Scott Mark Cressman, Independent
Executor of the Estate of Marvin R.
Cressman, a/k/a Marvin Richard
Cressmanceased
Date: J /k h
[Notary Acknowledgments for Developer on Following Page]
(wosansl 14) 19
{W1028962.3} 43
THE STATE OF TEXAS §
§
COUNTY OF 1( , §
This instrument was acknowledged before me on the%day of 12019,
by Scott Cressman,Managing Member of Cressman Enterprises GP,1.1.C,a Texas limited
liability company, General Partner of Cressman Enterprises, LP, a Texas limited
partnership,on behalf of said limited liability company and limited partnership.
(SEAL.) y,ASEY R EDWARDS
aOIARY PUBLIC-STATE O EMS No�Pulicature
ID!13121536-2
W.,DCt'IIntSliDn ExDir+S 0J&2021
THE STATE OF TEXAS
COUNTY OF&vm' § §
This instrument was acknowledged before me on the 9)day of M 2019,
by Scott M. Cressman, Agent(Attorney-in-Fact) of Kathryn A. Cressman, on half of
Kathryn A.Cresslan.
1(ASEY R EDWARDS -
(SF�1I.) ao7„RY PUBue-STATE OE TEXAS Notary Pub Yc Signature
A 1131215*2
WV Wmm+s�i.ERim 2J-MW21
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the a day of ,2019,
by Scott Mark Cressman, Independent Executor of the Estate of Marvin R. 6essman,
a/k/a Marvin Richard Cressman, Deceased, on behalf of the Estate of Marvin R.
Cressman,a/k/a Marvin Richard Cressman,Deceased.
KASEY:C�
RDS ` l
(SEAL) WTARY PUBTE Of T-:U Notary Public Signature
D 0 -2
14QW) ay CGm Mi5 13J 2G 2 2
(W0881151.14) 20
{W1028962.3} 44
COUNTERPART SIGNATURE PAGE TO
CONSENT AND DEVELOPMENT AGREEMENT
RO ROCK MUNICIPAL UTILITY
DIS N0.2
A
p •L, ��� By_ 1e rra ,President
S A Bo rd of Directors
r• •• : Date:_February 13, 2020
THE STATE OF TEXAS §
COUNTY OF WILLL4,MSON §
This instrument was acknowledged before me on , 2020, by
Reynold Berra . President of the Board of Directors of Round Rod Municipal Utility
District No.2,on behalf of said District.
CvWHtA S NoU6 Public Signature
17-31.
•j<,t I T of Taxes
Cw.r n.Eapax-20-2=
(W0881151.14) 21
{W1028962.3} 45
EXHIBIT A
Metes and Bounds Description of the land
[attached]
(WOSS1151.14)
(wo881151-14) 22
{W1028962.3} 46
PtIgC I Ilf)")
e
Land_Surveyors, Inc.
the 1J1 WAnder:oe squire U.smile 101
Auehn,Tzist 7$7J7
JJI.J74.9722
ftris M&10015100
METES AND BOUNDS DESCRIPTION
BEING 174.21 ACRES OF LAND,OUT OF THE WILLIS DONAHO SURVEY,ABSTRACT
NUMBER 173 AND THE PA HOLDER SURVEY,ABSTRACT NUMBER 297.BOTH IN
WILLIAAtS(NV COtNrY, TEXAS AND BEIM COMPRISED OF THREE PARCELS:
PARCEL ONE BEM 162M ACRES OF LAND AND BEING A PORTION OF 134A2 ACRE
TRACT OF LAND CONVEYED TO CRESSMAN ENTERPRISES,LP.BY INSTRUMENT OF
RECORD IN DOCUMENT NUMBER 20rr* I I OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY,TEXAS,THEREIN DESIGNATED AS-TRACT I",AND ALSO
BEING A PORTION OF AN 81A1 ACRE TRACT OF LAND CONVEYED TO CRESSMAN
FNTERPRISES L.P. BY SAID INSTRUMENT OF RECORD IN DOCUMENT NUMBER
20013063811 OF THE OFFICIAL PUBLIC RECORDS OF WBJJAMSON COUNTY,TEXAS,
THPRPJN DESIGNATED AS"TRACT 1;PARCEL TWO BEING A 9.77 ACRE TRACT OF
LAND OUT OF SAID 81.41 ACRE TRACT;AND PARCEL THREE BEIN0 209 ACRES Of
]AND CONVEYED TO CHESSMAN ENTERPRISES, L.P. BY SAID INSTRUMENT OF
RECORD IN DOCUMENT NUMBER 7D0XWRII OF THE OFFICIAL.PUBLIC RECORDS OF
WILJ.IAMSON COUNTY,TEXAS,THEREIN DESIGNATED AS"TRACT 2",AND BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
"PARCU I"DESCRIPTION(162.35 ACRES)
BEGLNNLYG at a L;dculwed Pont to the west line of said 134 h2 act;tract,being is the east fine of
a 33-M acre tract of land conveyed ur the Stele of Tcus by im(rumant(N rece:rd in Volume 1970,
Page 515 of the Offk iwd Roeotds of Williamenn C:ouniv,Taos,known Iltcrein a"Part 7',from
which a 1/2"tchas found in the west lime of the 134.62 acre tract atal being on the cyst line of the said
30302 eere hut,bran N(Mh(12'06'14"W eel a divan nf'335 30 Met 1.record North 02'20'05"
West a divarma:mf 335.30 feet;
TH134CC Nmrth W08'S7"Cast cToaaing through the 133.62,acre tract a distance of 1313.52 feet u)a
eakulated point being in the e.csu line of the 134.62 acre tract and the wem lira:4 Ito 21 on the
Jacloc Tlxmoison Subdivision a whchvaexu of reeurd in C abiact I, Slides 9a-96,of the Plal
Records of Willnrmoe County,Texas;
THENCE South 1241 1'04"East(record South 09435'Emi)along the easel lino of the 134A2 true
lnuct mad the weal lit of said Jackie Thomitmuu Subdivision,a distance of 763_3H feel(record:769A6
feet)to a LT mbar fund for the southtacv tuner of Lot 19,Jackie Thumisun Subdivision,and
tieing the nxthwest comer of tot is,Jackie Tfmrmisort Subdivision;
THENCE along the rant line of the 134,62 acre tmtct and the wea line of the JacJeie'lNi m m
Subdivision the folkwmag M'o(2)courses:
1. Soath 01`37'09"West a d istartce of 1736.34 foes(record: Satoh 04'13'13"WCN a distam a of
1736_30 led)to a I r2"rehar set with plastic Cep,damped"BASUANE,INC.";
T-k!.b t-.a..
(WOU1151.14)
(W0881151.14) 23
{W1028962.3} 47
Page 1 u1 12
2. South 01*43*24'West a dhoaoce of 159.55 feet(record. South 04'20'29"West a distatxo of
159.57 feet)to a 112"retie►fazed for the soutltwesi comet of LAX 13,Jackie Thomium
Subdivision,and being in the north line of said 91.41-v--m tract;
THIKNUE North 88'20'50"Flu(record South 89'05'30"Fast L akmg the north line of the 91,41
acre uw goal the youth line of the Jackie Thomison Subdivision,passing at a distance of 564.27 feet
(record:564.63 ka)a llr rebar faced for the southeast cornet tit said Lot 13,Jackie Thosaiucea
Subdivision and ibe stwlbwest curter of Lot 12,Jackie Th onisan Subdivision,and cxnninuing akmR
the moth line at the 81A1 acre tract goal the south line of said Let 12,Jackie rhortuson Subdivision
for a total dmumx of 1(44.14 fuel(reco4 1043.76 feel)to a Ur tebar fowl for the northeast
uceoci of the 81.41 acre tract,being the southea+t corner of Lot 12,Jeocltic Thomiaat Subdivisiom arid
also being the voulhwma caner of s 75.074 acre tract of land wivatted to the C'ay of Round Rack,
Tcsa.%by imuni men of rcard in Document Number 2am51Jt124 of the UNA Public Reczcedko of
Williamson(:ounm Tee%,and also bang the northwest corner of a 71A 10 acre tract of land
convc)t d to the('try of Rmr4 Rack,Teens by inatr9tuenr of roord in Volume 1760,Page 475 of
the offi—I R—th of Williamum County.Teem,and Document Number 19890%777 of the
Official Record%of Williamson('aunty.Tcica%;
THENCE along Ilse east line of the 61.41 acre tract and the west line of%aid 71 1lt)acre tract the
following laze(4)cuursca
t. South 00'34'09"Fla o disum-e of 358.63 facl(record: South 01'59'20"West a distance of
159 79 fat)to a t!2"rchm found;
2. Stwth 0(°37'36"Fast it distance of 190.30 ket(record South 0]'58'49"West a distance of
140.30 feet)to a 1/2'rebar set with plmate cup..umped"BASEUNF INC.",
3. South 00"48'29"Fast a distance of 162.53 feet(record. South 01'47'57'West a distance of
162.84 feet)to a IY2"rchar found;
4. South 00'31'14"Feu a distance of 227.30 feet(record South 01.57'5Z"West a distance of
227.30 feet W a 1,2"mbar wa with plastic cop stamped'BASF3.NE,fNC."for a point of
curvature in the east line of titre 81.41 acre tract and the wctil hoe o1 a the 71.110 acre tract;
TITENCE ctnaung thtnugh the MA I acre tract the f,lh-utg three 43)uwrsac
I. Akmg a tangential curve to the right,bnveng a radius of I(XN 86 feet(retard: 1009.86 far),
a length of 1371.47 feet(record. 1371.497feel),it Jelin angle of 77"48'044'(record:
77'48'44"1,and a chord which been South 39'I V 10"West a distance of 1265.48 feet
(nerd: South 38'15'10"West a dislance of 1268 52 fay)to a 12'rcha set with plastic cap,
statnped"BASFLINF.,INC
South 77YN'22"War a dcsance of 349.55 feet(record.South 77'08'19"Went a d8sisfxc of
349.55 feet)to a Vr mbar set wA plastic cap,Asmpod"BASFI.NE,INC."for apoint of
curvature;
3- Along a angenial curve it,the left,laving a radius of 955.1.10 fad(record:955.00 feet),a
length of 430a11 tea(reaortL 43(1.81(eet),a delta angle of 25'50'47"(sauced:26'50'19"X
and a chord which bears South 64'13'54"West a distance of 427.16 feet(raved: S,cot h
64'1 V 1(Y"West a distance of 427R1 feet)to a 112"rebut set with plastic cmp,skimped
"BASELINE,INC
E06W'A'
(WM1151.14)
(WO881151.14) 24
{W3028962,3} 48
Pagc 3 of 12
THENCE S till 87'40'59"Wed(record South 89"42'01"West).skutg the Saath line of the 81.41
adx tnct,a dmumx:of 83.61 fed(record.84(17 hot)to a I12 rchar found for the%outhwesx axncr of
the 8141 a. tract,and being in the rant ha of lul 29.Blul E,Legends Village Section 2,Phase
a;a xuhdivi iron.d rcaxd in Doewnent Number 2010074432 of the Official Public Razonk of
Williamson County.fcxas;
I HENCE North 0V584HY'Fast(record: North 12134'57*'1:nic along the west hne of the 9141
sae trace and the cart tint ter said Bka:k E.Legendv Village Secuon 2,Phase 4 u distant of 1163,69
f a(reaxd:1163.7f,fret)In a 112 rehar found for the northeast coma of lot SA,BkxY F�Legerak
Village Section 2,Pluate 4;
THF?KT axuinut akmg the west line of the 81.41 acre Irxt and Lk oonh tiro of Bkxlt E.,tegends
Vdsge Sonitrn 2.PMnt 4 the tollowing rwo(2)courses:
I licmh 84"21 IF Wes(a distance of 177.68 feet(recant: North 81'44'19"West a drNance
t,f 177.69 feet},to a IR"mbar set with plastic c:tp,stamped"IMSUIW INC.";
2 North 88'M'ZT'Weal a disance of 479.93 feet(mwrd:North 85'4711"West a distance
of 4nO.92 feet)to a 1/2"rebar found in the north line of IAA la Block B,Legends Village
Set line 2,Phew 4,and lacing the uwaheam corner of Lot 7,Block G,Legends Village
Section 2,Phase 3,a subdivision of record in(bcument Number 2D1103851)(1 of the official
Tabus Renuds n(William nn County,Tcxw,
I1ENCE North O(P5Y17"Fist(record: Ncr0103'30'41"Fast),cnottnuing along the went line of
the 91.41 sett use and the wet line of s:tlrl Block 0,Legeats Village Seclion 1.Rmsc 3,a distarut
of 439.27 feet(record:439.M fat)to a 112"rehar found fix the a+nhwcV a,ntcr of the 81 41 acre
Iran,lacing in the north fine of the 134 62 acre(ram(,and alit being the northeast airier of la 1,
Block G.lxgatds ViRsge Section 2.Phase 3;
(I IE.NCF.South gr57'23'Wea(record: North 98"26'57"Wiest),altatg the south ling of de
134.62 acre into and the ramb line(it Black O,Legends Village Sa.titm 2,PhaSc 3,a d'nuanae of
600.49 fat(record.599M feet)tit a 112"rebar towel for the atrothwcnt inner 01 the I34.h2 acre
tract,being the northweal txtrtter of talc 14.Block G,Legends Village Sci:tioa 2,Phase 3,and also
being is the taw line of the 33.312 now"am
T3IENCF along the west line at the 134.62 acre tract and(he etnt tine of the 33.302 acre tract the
(dlawinR�hnm 43)courses:
1. North 17"20'44"Fist a distance of 294.02 feet(record:North 19'55'111"Fast a distance of
291.75 test)to a II2"mbar found 6x a point of curvature:
2. Aping a tangential curve to the left,having a radius of 2954.43 fax(record- 2954.43 fts(k a
length of 1122.13 tea(renxd 1124.02(cell a delta angle of 21"45'42"and a chord which
hears North OrIWO'f"Es+t a distance of 1115,44)feet(record: North O9*33*52"East a
dxtanoe of 1117.25 W)W a la"rebut wt with pi-1,c cap,.ramped"BASELINF,IN'.'
for a point of tangency;
3. North 02'(WIC West(razed-North 02"2'05'Wee),pail ing al a d swit"of 103102
fed a 1,42'son pipe found,and continuing for a tonal distance of 1599.06 feet(record:
1599.06)to a 1R'mtnr Iounl fw the POrNT OF BEGIN'N1N(i of"PARC'FI I"
L C1Uh;l•\..
(Wa881131 141
{W0881 a51.141 25
{WI028962,3} 49
Page 4 of 12
This trxi comairo 162 75 aura of land,more or less,out of the P.A.Holder Survey,Mx tract
Number 2Y7 in Williamon County,Tcxas.
"PARCEL 2" DF..SCRIPTION(9.77 ACRES)
BEGINN0s'O at a 1 R"rebw see with plastic cop stamped`HASFI INE.tNC'.'in the cast line of nls
81.41 acts trap and also being in the weal line of a 9.25.8 avt:tract of land conveyed m the City of
Round Ruck,Texan by instrument of record in 13ocumcnl Numhcr 2014UM270 of the tfLcial Public
Records of Williarastrs County,Tama,from which a Ij2'arbor found bean}North OU"40'22"W(at a
dwunc a of 151.40 feet(record North 01"55'02"East a distance of I Si 40 feet);
THENCE Sewth 00140'22"Fsa(recent: South 01'55'02"WesO,along the can hoc of the 91.41
acof trap and the west line of said 9.258 ace tract.a distance of 249.48 Itet(record:249.48 feet)to
a 1/2"rehar set with plastic cop,stamped'BASEIINI�INC".
THENCE South 01`24'3T'Eam(record: South 01'10'47"West),cornuwing along the east line of
the 81,41 acre tract,the west lint of the 9258 ace InicL and the west lire of the remainder of a
IUL 110 acre trap conveyed to lho City of Round Rock.Texas Ivy in strometit of reord in Volume
MIX Page 451 of the Miicial Retook of WiWassuoa(kwM7i,Tex^a distance of 34s.85 feet
freeard: 348.79 fed)to a I"icon pipe found fin a southeast censer of the 81.41 acre tract,hcirgt the
nmtbcasl uvoar of a 10.516 sac trap of land conveyed to kinstfun Msuhcy Milcha:0 and Connie
Miachen by instrument of record in Doctioeof Numhu 19991174908 of the Official Public Records
of Williamson County,Texas:
'THEN(-F along the south line(sf the MI AI acre tract ant the nosh and went line of said IM lti acm
tract the hdkosvin8 two(2)c wrm-.
I South lw,30'10"West a distance of 780.21 feet(record: South 879(16'37"West a distance
of 78U.37 fen)to a Ulf)nail found in the appmx iswte cenmdine of in asphalt drive;
2. South I I'17'24"East a distance of 500,05 feet(record: South 08'40'East a distance of
MUS feet)to a 60D nail found in the appmximale centerline of said aaphah drive,being
the southempawl sootheam comer of the 81.41 acre trap,anal also being nice nnarthezun corner
(d a 4.6M acre leap of land conveyed to the City of Round Rock,Texas by im(wmeof(of
record in fkicurnent Number 2014027063 of the official Public Reeunla of Williamson
County,Texas and hesem known a Reference Porn"A",
THENCE continue akng tau:south line of the 81 A I acre tray and the nnnh line of ud 4.68()acre
tract the following acorn(7)counica:
I. South 85'5139"West adistarax of 250.62 feel(record South 88`25'43 1Fed a dishnsce
of 250.41 Iren)to a V8 mbar found;
2 North 82"42'31"Watt a distance of 142.60 fed(record: North SMV West a distance of
14270 fat)to a 318 rebut found;
3. North 58'37'07"West a di,411nce of 69.36 feet(record: North%'06'West a distance of
69.40(ea)to a 3;8"rehntr(curd;
:-xainN'♦'
(W0881151.14)
{W(;88115I-I4) 26
{W1028962.3} 50
Page 5 of 12
4. Nunh 28'19'1 T'West a distance of 65.01 feet trecord; North 25'46'West a distance of
!i50)feet)to a witan spindle uilh washet found;
5- North 01'48'42"West a distance of 136,78 feet(record:North 00'4810"Fist a ditmce of
137.00 feel)to a 3X'relw found;
6. South 1t7959'46"West a d' -- of 57.93 feet(record: North 89'11'30"Well a dismrce of
591111 foci)to a 3d8"rel>t fond;
7. North I VI5'2I"West a dittantnce of 140.43 feel(rcaxd: North 09'35'32"West a ditary
of 140.43 fat)to a 318"rchar faual;from which a 12"rehm found bran North I I )5'21"
Waal a d atan a of 79,13 feu(recr),Nurth IV38'32"West a distance of 79.20 ICCIL
THENCE cnrasing through the 31 41 acre tract the tollowiog three(3)wuraat:
I. Ahrng a na>rn-tangential curve w the right,having a radius of 1020,M feet(record: 1t120.00
feet),a kngth of 437.93 lal(r&twd 417 91 foci),a delta angle of 24935'51r(record:
24'35'9")and a eland winch liars North/rt'51'L1"E"-a disLuax 4434.57 feet(naxwd;
North 64°49'35"East it cl surwc.d 415.01 feel)to a 12"rchm sot with plastic cap,stamped
"RASFJJNE,INC.":
2. North 77'09'22 Fast a distance of N4.49 fat(record: North 77'06'19"East a distance of
94.49 fed)to a let"rebar sre with plastic cap,sdunped"HASELINF_INC."few a point of
curvarurc;
1. Ahmg a rmn-langcn;ial curve to the left,having a udius of 1140.00 fuel(rmx)nJ: 1140 M
fcetl,a length of 998.18 fens(record: 998.18 feet),a delta angle of 50.10'04"(record.
50`10'22")and a chord when hears North 52'W 70"tire a distance of 966 60 fad(ra td.
North 52'03'09"East a dislarce of 966.69 fed)to the POINT OF HFGMIrNc,.
This tract wnuuns 9.77 aura of land,rose or less,out of the P.A.Holder Suncy,Abstract Number
'97 in Wifliarimm Cnuoty,Tcxrn
-PARCEL 3 DESCRIPTION"(209 ACRES)
COMMENCING at the afcneuaid Reference Point"A
THENCE SrnM I 1-11'27"Fast(record: Smith 08'40'Fast).along the east line ofsaid 4.680acrc
tract and the wcm line of the 10516 aae tract a distance of 28 84 feet to a lav nail hwM for the
northeast weir of said 2.09 ae'rc tract,being the southeatr corner of the 4.6m)acme loser fur the
POINT OF HF.(;INNING,
THENCE South 11'l lt'22"East(mord.South 08'40'Fut1 along the cast line of the 2.09 acre tract
and the we m fine of the 10.516 acts tout and the west lint of a 6.16 acre tract ol land wrovyed to
RA Waits by itutmment of ecord w Volume 611,Page Rl2 of the Teed Rsawda of W'illiamsem
County,Texas a distance of 179.221eet(record:179.27 fact)to a tA)D mail found for the southeast
corner of the 2.09 acre tract and being in the north line of a 13.101 acre tract of land conveyed In
)oseph J.Widdleon and Heather Widdison by instrument of racmd in Document Num6n
20180533111 of the Miicial Public Rexzvds of W.1hamsom Cb a ly,fcxxc
E aoavr'4
(WOU11151.14)
(W088115L14) 27
JW1028962.31 51
rage 6 of 12
THENCE along the sodlh fint of the 2.09 acre tree dad the with line of said 13,101 arse tna]the
Following two(2)courses.
I. Somh ti7'34'22"West a distance of 46969 feet(record North 19'47'West a disttatce of
469.70 feet)to a udcuWul point;
2. North 43'28'09"West a dirarce of 94.97 feet t record North 4W49'37"West a detauoe of
94.99(exa)to a ulculaled point for an angle point is the south line of the 4.680 acre tract;
THENC.F North Of-4S'SO"West(record North 00°52'2111•'Eaat),along the west line of the 2.09 acre
tract and the south line of the 4.6F4)acre Im l.I disluns:e of 111.26 fed(mumd:I11-27 feel)W■
askalmM point,from which a 1 R"mbw found bean North 00'S 1'36"FmI Is distance of 12.42 feet;
THENCE Nosh ig`14'03"Fnst(tacvd: Sash 99°07'32"Fall),along the north Into of the 2.09
acre truss and the Ymth line of the 4AW arc truss a distance of 5M,14 feu(nand:5(13.14 feet)u)
the POINT OF RF.GINNING,
Thin trw ointsm,2.09 acres rJ land,mac,a leaf,Iwt of the Y.A.Holder Survey,Ahsiru t Nutnhn
297 in Williamson County,Tzmm
THE TOTAL COMBINED NET ACREAGE OF ALI.THREE PARCELS IS 17421 ACRFS.
Boating hues Texas State Plane Cu rditr6a,C omal Zone,NAD R319607ORS.
— 9 r
Rcwrme Walfaas rule ,� •e i;`A•r
w- 3
R etc Profraeroaal lard Surve
•efrn
cp rod Yt+t � �
State of Texas No.5222
Filc: VProJeaW-ressman Ranch'JkaatFicid NiXmA'r mn Ranch Tille SF-1 M&B la.doc
L%Whit"A
(Wo991151,141
{W0881151-W 28
1WI028962.31 52
I CRESSMAN ENTERPRISES, L.P. 21
TRACT 3
1 134.52 ACRES E 1313 52'
I DOC. NO. 2003063811 µ�p6'ST- JACKIE THOMISON SUBOMSION
O.P.R.W.C.T. CAB. I, SL 94-96
I I P.R.W.C.T. 20
I POINT OF
"PARCEL"G" tUtUi Xoitdls ,y
el6etraei X i 73 W
"PARCEL i" CRESSMAN ENTERPRISES, LP. o D 9
I 182.35 AC. TRACT 3 ^e-
134.62 ACRES
0OC. NO. 2003063811
STATE OF TEXAS O.P.R-W.C.T. tt �
PART 7-33.302 AC. 7
I VOL. 1970, PC. 515
O.R.W.C.T
I
(N88'O9'23'W 1435.181
SOUTH LINE OF 59.372 AC.
1 P0.544 1I ,t� sy" '!�'I � 0 R W.C.T.
O
��'
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DOC. NO. 2003063811 17
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TRACT 2 VOL 617 P0. 612
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SECTION 2.PNASE 4 '
DOC. NO.2010074432 D
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EXHIBIT B
Concept Plan
[attached]
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EXHIBIT C
City Consent Resolution
[attached]
(WOU)151.14)
{WO881151-14) 36
JW1028962.31 6o
EXHIBIT D
Depiction of Kenny Fort Boulevard Realignment and Park Land
[attached]
(WOSS115LI4)
MOSS1351.14) 37
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{W1028962.3} 61
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EXHIBIT B
DESCRIPTION OF PHASE 1
{WO944730.2} 7
{W1028962.3} 63
Page 1 of 6
ase
Land Surveyors, Inc.
me J=.An6ram-Qqum V,Sys 101
=37.t9712
Tom f.No.I001S100
METES AND BOUNDS DESCRIPTION
BEING 69.222 ACRES OF LAND, OUT OF THE WII.LIS DONAHO SURVEY,
ABSTRACT NUMBER 173, AND THE P.A. HOLDER SURVEY, ABSTRACT
NUMBER 297, BOTH IN WILLIAMSON COUNTY, TEXAS AND BEING A
PORTION OF 134.62 ACRE TRACT OF LAND CONVEYED TO CRESSMAN
ENTERPRISES, L.P. BY INSTRUMENT OF RECORD IN DOCUMENT NUMBER
2003063811 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,
TEXAS, THEREIN DESIGNATED AS "TRACT 3", BEING A PORTION OF AN
81.41 ACRE TRACT OF LAND CONVEYED TO CRESSMAN ENTERPRISES L.P.
BY SAID INSTRUMENT OF RECORD IN DOCUMENT NUMBER 2003063811 OF
THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS,
THEREIN DESIGNATED AS`TRACT I",AND BEING A PORTION OF A 3.0 ACRE
TRACT OF LAND SAVE AND EXCEPTED BY INSTRUMENT OF RECORD IN
DOCUMENT NUMBER 2003063811 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS, SAID 3.00 ACRE TRACT BEING A PORTION
OF A 37.00 ACRE TRACT OF LAND CONVEYED BY DEED OF RECORD IN VOL.
603, PG. 191 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS.;
AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING at a 1/2"rebar found in the east line of said 134.62 acre tract and being the
southwest comer of Lot 13 in the Jackie Thomson Subdivision a subdivision of record
in Cabinet I, Slides 94-96,of the Plat Records of Williamson County,Texas;
THENCE North 88°20'50"East(record: South 89°05'30"East),along the north line of
the said 81.41 acre tract and the south line of the Jackie Thomson Subdivision a distance
of 326.38 feet;
THENCE crossing through the 81.41 acre tract the following twenty-one (21)courses:
1. South 01°39'10"East a distance of 21.40 feet to a 112"rebar set with plastic Cap,
stamped"BASELINE,INC_";
2_ South 83°20'50"West a distance of 123.97 feet to a 1/2"rebar set with plastic cap,
stamped"BASELINE,INC_`,
3. South 70°09'46"West a distance of 79.88 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
{W1028962.3} 64
Page 2 of 6
4. South 78°05'24"West a distance of 90.38 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.",
5. South 83°25'46"West a distance of 90.00 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
6. South 06°39'10"East a distance of 170.13 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC_";
7. South 83°20'50"West a distance of 21.62 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
8. South 06*39'10"East a distance of 159.28 feet to 1/2" rebar set with plastic cap,
stamped"BASELINE,INC.";
9_ South 76"53'37"West a distance of 159.64 feet to 112"rebar set with plastic cap,
stamped"BASELINE,INC.";
10. South 20°42'29"East a distance of 84.12 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC_";
11.South 34°20'45"East a distance of 94.96 feet to I/2"rebar set with plastic cap,
stamped"BASELINE,INC."for a point of curvature;
12.Along a tangential curve to the right having a radius of 615.00 feet,a length of 12.88
feet,a delta angle of 01°12'01"and a chord which bears North 69°53'29"East a
distance of 12.88 feet to 1/2" rebar set with plastic cap,stamped"BASELINE,
INC."for a point of tangency;
13.South 19°30'30"East a distance of 50.00 feet to 1/2" rebar set with plastic cap,
stamped"BASELINE,INC.";
14.Along a tangential curve to the left having a radius of 565.00 feet,a length of 9.59
feet,a delta angle of 00°58'21"and a chord which bears South 70°00'20"West a
distance of 9.59 feet to 1/2" rebar set with plastic cap,stamped-BASELINE,INC."
for apoint of tangency;
15_South 20°29'09"East a distance of 120.00 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
16_South 66°41'10"West a distance of 44.01 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
17.South 61°01'02"West a distance of 44.01 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
IW1028962.31 65
Page 3 of 6
18.South 54°06'59"West a distance of 161.19 feet to 1/2"rebar set with plastic cap,
stamped"BASELINE,INC.";
19.South 36023'11"East a distance of 119.82 feet to a 1/2"rebar set with plastic cap,stamped
`BASELINE,INC"for a point of curvature;
20.Along a non-tangential curve to the left having a radius of 20.00 feet,a length of 2-64 feet,a
delta angle of 7032'57 and a chord which bears North 57°23'23"East a distance of 2.63 feet to
1/2" rebar set with plastic cap,stamped"BASELINE,INC"for apoint of tangency;
21.THENCE South 36023'04 East,continuing through the 81.41.acre tract and then crossing
through a 3.0 acre tract a distance of 49832 feet to 1/2"rebar set with plastic cap,stamped
"BASELINE,INC.'`,
THENCE continuing through said 81.41 acre tract of land the following nine(9)courses:
L North 54036'48"East adistance of 143.53 feet to 112"rebar set with plastic cap,stamped
`BASELINE,INC.",-
2- North 691 18'2T'East a distance of 47.21 feet to 1/2"rebar set with plastic cap,stamped
`BASELINE,INC";
3_ North 70124'21"East a distance of 54.09 feet to 1/2"rebar set with plastic cap,stamped
`BASELINE,INC.'
4_ North 62124AV East a distance of 58.49 feet to 1/2"rebar set with plastic cap,stamped
`BASELINE,INC.";
5. South 30031'46"East a distance of 3613 7 feet to 1/2"rebar set with plastic cap,stamped
`BASELINE,INC"for a point of curvature;
6. Along a non-tangential curve to the right having aradius of 1,324.85 feet,a length of 69.78 feet,
a delta angle of 03°01'04"and a chord which bears South 52°12'03"West a distance of 69.77
feet to 1/2" rebar set with plastic cap,stamped'BASELINE,INC"for a point of tangency;
7. South 53142'35"West a distance of 409.63 feet to 1/2"rebar set with plastic cap,stamped
`BASELINE,INC"for a point of curvature;
8. Along a tangential curve to the right having a radius of 999.88 feet,a length of 346.06 feet,a
delta angle of 19049'48"and a chord which bears South 63°37'29"West a distance of 344.33
feet to 1/2"rebar set with plastic cap,stamped'BASELINE,INC"for a point of reverse
curvature;
9. Along a tangential curve to the left having a radius of 954.89 feet,a length of 370.5 2 feet,a
delta angle of 220 13'56'and a chord which bears South 62025'25"West a distance of 368.20
feet to 1/2"rebar set with plastic cap,stamped"BASELINE,INC"for a point of tangency in
the south line of the 81.41 acre tract north line of a 4.680 acre tract of land conveyed to City of
Round Rock,Texas,by instrument of record in Document No.2014027063 of the Official
Public Records of Williamson County,Texas;
{W1028962.3} 66
Page 4 of 6
THENCE South 87041'D4"West,along the south line of the 81.41 acre tract,same being the north
line of said 4.680 acre tract,a distance of 84.11 feet to a 1/2"rebar found at the northwest comer of
the 4.680 acre tract,same being an southwest corner of the 81.41 acre tract and the east line of Lot
30,Block E,Legends Village Section 2,Phase 4,a subdivision of record in Document No.
201DO74432 of the Official Public Records of Williamson County,Texas;
THENCE North 09058'00"East,along the west line of the 81.41 acre tract,same being the east line
of Block E,Legends Village,Section 2,Phase 4,a distance of 1163.70 feet to 1/2"rebar found at the
northeast corner of Block E,Legends Village,Section 2,Phase 4,and being an angle point in the
west line of the 81.41 acre tract;
THENCE along the north line of Legends Village,Section 2,Phase 4,same being the west line of
the 81.41 acre tract the following two(2)courses and distances:
1_ North 84121'16'West a distance of 177.68 feet(record: North 91144 19"West a distance of
177.68 feet),to a 1/2"rebar set with plastic cap,stamped"BASELINE,INC";
2. North 88123'23"West a distance of 479.83 feet(record: North 85°47'31"West a distance of
480.92 feet)to a 1/2"rebar found in the north line of Lot 10,Block F,Legends Village
Section 2,Phase 4,and being the southeast corner of Lot 7,B1ockF,Legends Village Section
2,Phase 3,a subdivision of record in Document Number 2011038590 of the Official Public
Records of Williamson County,Texas;
THENCE North 00053'1T'East(record: North 039041"East),continuing along the west line
of the 81.41 acre tract and the east line of said B1ockF,Legends Village Section 2,Phase 3,a
distance of 439.27 feet(record:439.65 feet)to a 1/2"rebar found for the northwest corner of the
81.41 acre tract,being in the south line of the 134.62 acre tract,and also being the northeast
comer of Lot 1,BlockF,Legends Village Section 2,Phase 3;
THENCE South 8So57'23"West(record: North 88°26'5T'West),along the south line of the
134.62 acre tract and the north line of Block G,Legends Village Section 2,Phase 3,a distance of
600.49 feet(record:5 99.5 0 feet)to a 1/2"rebar found for the southwest comer of the 134.62 acre
tract,being the northwest corner of Lot 14,Block G,Legends Village Section 2,Phase 3,and also
being in the east line of a 33.302 acre tract de s cribe d there in as Part 7,as conveyed to the State of
Texas by deed ofrecord in Volume 1970,Page 515 of the Official Records of Williamson
County,Texas;
THENCE along the west line of the 134.62 acre tract and the east line of said 33.302 acre tract
the followingtwo(2)courses:
1. North 17°20'44"East a distance of 294.02 feet(record: North 19155'18"East a distance of
293.75 feet)to a 1/2"rebar found for a point of curvature;
2. Along a tangential curve to the left,having a radius of 2954.27 feet(record: 2954.43 feet),a
length of 988.59 feet,a delta angle of 19°10'23"and a chord which bears North 09°27'49"
East a distance of 983.99 feet to a 1/2"rebar set with plastic cap,stamped"BASELINE,
INC."for a point of tangency;
THENCE crossing through the 134.62 acre tract the following sixteen(16)courses:
{W1028962.3} 67
Page 5 of 6
L North 890 12'4V East a distance of 130.74 feet to a L/2"rebar set with plastic cap,stamped
"BASELINE,INC"for a point of curvature
2. Along a tangential curve to the left,having aradius of 3375.00 feet,a length of 10.25 feet,a
delta angle of 00°10'26""and a chord which bears North 00052'33"West a distance of 10.25
feet to a 1/2"rebar set with plastic cap,stamped"BASELINE,INC"for a point of tangency;
3. North 890021 bf'East a distance of L 80.71 feet to a L/2"rebar set with plastic cap,stamped
"BASELINE,INC."
4. South 02106'14"East a distance of 17.70 feet to a 1/2"rebar set with plastic cap,stamped
'BASELINE,INC."
5. North 87053146'East a distance of 200.00 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC_"
6. South 85110'50"East a distance of 64.34 feet to a 1/2"rebar set with plastic cap,stamped
'BASELINE,INC."
7. North 03020'32"East a distance of 163.66 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC"
8. North 61008'03"West a distance of 7.70 feet to a to a 1/2"rebar set with plastic cap,stamped
'BASELINE,INC."
9. Along a non-tangential curve to the left,having a radius of 60.00 feet,a delta angle of 70.80
fret,a delta angle of 67°36'35",and a chord which bears North 04°56'21"West a distance of
66.76 feet to a to a 1/2"rebar set with plastic cap,stamped"BASELINE,INC"
10. North 51015'22"East a distance of 16.B feet to a 1/2"rebar set with plastic cap,stamped
'BASELINE INC."-,
L 1. North 00045'32"West a distance of 24.17 feet to a 1/2"rebar set with plastic cap,stamped
'BASELINE INC-";
12. South 89"23'36"East a distance of 259.54 feet to a 1/2"rebar set with plastic cap,stamped
'BASELINE INC.";
13. South 000362V West a distance of 15.77 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC"
14. South 88053'36'East a distance of 326.34 feet to a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC."
15. North 01037'09"East a distance of 11.90 feetto a 1/2"rebar set with plastic cap,stamped
"BASELINE,INC.,,
16. South 881224F East a distance of L95.00 feet to a 1/2"rebar set with plastic Cap,stamped
'BASELINE,INC."in the east line of the 134.62 acre tract and the west line of Lot 15 in the
Jackie Thomson Subdivision
{W1028962.3} 68
Page 6of6
THENCE along the east line of the 134.62 acre tract and the west line of the Jackie Thomson
Subdivision the following two(2)courses:
1. South 01°37'W'West a distance of 774.72 feet to a 1/2"rebar found in the east line of the
134.62 acre tract and the west line of Lot 13 in the Jackie Thomson Subdivision;
2. South 01'43'24"West a distance of 15 9.5 5 feet to the POINT OF BEGINNING.
This tract contains 69.222 acres of land,more or less,out of the P.A.Holder Survey Abstract
Number 297 and the Willis Donaho Survey,Abstract Number 173,both in Williamson County,
Tex as.
Bearing Basis:Texas State Plane Coordinates,Central Zone,NAD 83196CORS.
t t
ROBERT(U EN'MALOY
6028 v
iu,
AI&A.t-F-QiL hl 4 011071202-0
Robert enMaloy Date
Registered Professional Land Surveyor
State of Texas No.6028
File: S:TrojectslCressmanRanchlDcct-TieldNoteslCresunanRanch HomesteadPhase I&2Title
M&B_fn.doc
{W1028962.3} 69
t _
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EXHIBIT"C"
CRESSMAN/MERITAGE PHASE II PARTIAL ASSIGNMENT
[attached]
{W1028962.3} 71
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
This PARTIAL ASSIGNMENT OF CONSENT AND DFVELOPMF.NT
AGREEMENT(this"Par 'aI Assignment")is executed by CRESSMAN ENTERPRISES,LP,
a Texas limited partnership, KAT fRYN A. CRFSSMAN,and THE ESTATE OF MARVIN
R. CRF.SSMANT, A/K/A MARVIN RICHARD CRESSMAN, DECEASED, (collectively
"AAssign,Qr" or " ssman"), to and in favor of MERITAGE HOMES OF TEXAS, an
Arizona limited liability company ("Assignee" or "Merl a"), effective as of the 1 y of
January,2021(the"Effectit/e Date").
WITNESSETII:
A. The City of Round Rock,Texas, a home-rule city located in Williamson County,
Texas(the"Lett"),and Cressman previously entered into a Consent and Developmgmt A reement
dated effective as of May 9,2019(the"(lgrQemertt"),which,among other things,provides for the
creation of Round Rock Municipal Utility District No. 2(the" istrict")and a regulatory process
for the development of f 174.21 acres of land located in the City limits to be included in the District
(the"Land"). A copy of the Agreement is attached hereto as ExhibiLt A-
B. Contemporaneously with the execution and delivery of this Partial Assignment by
Assignor and Assignee, Assignor is conveying to Assignee the portion of the Land more fully
described on the attached Exhibit B("&ue 2"),and,in connection therewith,Assignor desires
to partially assign its interest in the Agreement with respect to Phase 2 to Assignee,and Assignee
desires to acquire the same from Assignor.
C. The Agreement generally provides that the Agreement,and the rights of Assignor
thereunder, may be assigned by Assignor as to all or any portion of the Iand with the City's
consent. However,pursuant to Section 11.03(a)of the Agreement,the City expressly consented
to and approved the assignment of the Agreement to Meritage. Section 11.03(a)further provides
that no further consent to an assignment of the Agreement to Meritage will be necessary but
requires that a copy of such assignment must be delivered to the City.
NOW,THEREFORE, for and in consideration of the sum of Ten and No/too Dollars
(S1o.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,Assignor and Assignee hereby agree as follows:
1. Partial Assignment. Assignor has ASSIGNED,TRANSFERRED,AND CONVEYED
and by these premises does hereby ASSIGN, TRANSFER, AND CONVEY to Assignee all of
Assignor's right,title,and interest in,to,and under the Agreement to the extent,and only to the
extent, the same directly relate to or concern Phase 2 (collectively, the"Assigned Rights"). All
rights and obligations under the Agreement other than the Assigned Rights (collectively, the
"Retained Rights")are retained by Assignor.
2. Assumption. Assignee hereby accepts the foregoing partial assignment and
assumes all of the rights and obligations of Assignor with respect to the Assigned Rights arising
on or after the date of this Assignment. Assignor will continue to be responsible for all of the
obligations arising under or in connection with the Retained Rights. Assignee's contact
information for purposes of notice under the Agreement is as follows:
(W1orn,i)
{W1028962.3} 72
Meritage Homes of Texas,LLC
Attn: Elliott Jones
8920 Business Park Drive,Suite 35o
Austin,Texas 78759
3. Representations of Assignor. Assignor represents and warrants to Assignee:
(a)that Agreement has not been amended or modified except as described in this Partial
Assignment; (b)that Assignor has all necessary right and authority to make this Partial
Assignment; (c)to Assignor's current actual knowledge without inquiry or investigation there
exists no default under the Agreement,nor does any fact or circumstance exist which would,with
the passing of time or giving of notice,constitute a default under the Agreement; and (d)that
Assignor has not alienated, assigned, pledged, transferred, or otherwise disposed of or
encumbered its rights under the Agreement and that no person or entity other than Assignor has
any right,title,or interest in,to,or under the Agreement,as the Owner thereunder.
q. Delivery to Cit3. Pursuant to 11.03(a)of the Agreement,Assignor and Assignee
agree that a copy of this Partial Assignment will be delivered to the City.
5. Binding✓Effect. All of the terms, provisions, covenants,and conditions set forth
herein will be binding upon and will inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
6. Headings. The headings and captions in this Partial Assignment are for
convenience only, and Aill not control or affect the meaning or construction of any provision of
this Partial Assignment.
7. CgUnterp tits. To facilitate execution,(a)this Partial Assignment may be executed
in any number of counterparts;(b)the signature pages taken from separate individually executed
counterparts of this instrument may be combined to form multiple fully executed counterparts;
and(c)a signature delivered by facsimile or in another electronic format(e.g., .PDF via email)
will be deemed to be an original signature for all purposes. All executed counterparts of this
instrument will be deemed to be originals, and all such counterparts,when taken together,will
constitute one and the same agreement.
IN WITNESS WHEREOF,Assignor and Assignee have executed this Partial Assignment
to be effective as of the Effective Date set forth above.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.)
{W1027117.1} 2
{W1028962.3} 73
WIMUERPARI GNATIJRE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
ASSIGNO&
CRESSMAN ENTERPRISES,LP,a Texas
limited partnership
By: Cressman En, GP, LLC, a Texas
limited liabili y,its General Partner
By:
Scott Cressman,Managing Member
KATHR A.C
7
Scott M.Cressman,Agent(Attomey-in-Fact)
THE ESTATE OF MARVIN R. CRESSMAN,
A/K/A MARVIN RICHARD CRESSMAN,
DEC
WWl _
tt Mark Cressman,Independent Executor of the
Estate of Marvin R Cressman, a/k/a Marvin
Richard Cressman,Deceased
[Notary Acknowledgments for Assignor on Following Page]
{W1027117.4 3
{W1028962.3} 74
THE STATE OF TEXAS §
COUNTY OF Gib-- §
This instrument was acknowledged before me on the/r__day of�.� ,2021,by Scott
Creasman, Managing Member of Creasman Enterprises GP, LLC, a Texas limited liability
company,General Partner of Creasman Enterprises,LP,a Texas limited partnership,on behalf of
said limited liability company and limited partnership.
p
(S -) pAVlsy Notary Public Signature
THE STATE OF TEXAS
COUNTY OF k ,L---, § l�-
This instrument was acknowledged before me on the day of 2o2i,by Scott
M. Cressman, Agent (Attorney-in-Fad) of Kathryn A. Cressman, on behalf of Kathryn A
Crewman.
pAV
(S -) Notary Public Signature
.M
THE STATE OFTEXA$ §
COUNTY OF t-J L W" §
This instrument was acknowledged before me on the�'}day of 2021,by Scott
Mark Crewman, Independent Executor of the Estate of Marvin R. Cressman, a/k/a Marvin
Richard Cressman, Deceased, on behalf of the Estate f Marvin R. Creasman, a/k/a Marvin
Richard Cressman,Deceased.
p V►p �
(SEAL) t_ Notary Public Signature
40
�•aJ1.�1
{w1027117.1) q
1WI028962.31 75
COUNTERPART SIGNATURE PAGE T-Q
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGFJZEMENT
ASSIGNEE•
MEMAGE HOMES OF TEXAS, LLC, a
Arizona limited liability company
1.
By:—�I!.�`l L l�
Name:�.R _
Title .:s:.-% M-.— A•a:J•.*
THE STATE OF
COUNTY OF �iS $
This instrument was acknowledged before me on the day of
2021, by Lll vt "3;ws kvl�--- Meritage
Homes of Texaf, LLC, an Arizona limited liability company, on behalf of said limited liability
company.
(SEAL) otary Pub' ignature
• ' SKAW AWMALEW
potty 10I13�21 33 N
MY C-Wr llon Exak m
Jan-Y 3,2025
(WI027117.1)
{W1028962.3} 76
EXHIBIT A
CONSENT AND DEVELOPMENT AGREEMENT
TIIL`TATL OI 11•XAS
CCXtNTY 4F MAVIS
C(XM I Y OF W II I IAMSOV '
CITY OF ROUND ROCK
I,SARA L.WIIITI.,City Clerk ofthc t m nl Round Rock, Icxas.do Fimby ccrtil'y that
1 am the custodian of Ow public n:cords maintained by dtc City of Round Kock. Icars. The
atuhcd faepoing 19 poses. ore true and cnrred copws of the Cimsent and Iks'clupmml
Asm more petwcsrt the City of Round Rock.Crewman F'aterpnm&LP,ct al.and IAc Round Rock
Mum,rpal lkikty L)tshict No 1,data!May 9,1019.rcgading the&-,.ch<rneru nl 174 In acres
of land
CI•R I IF ILL)by my hard arid wal ol'tlte City of Round Rnck,Texnq nn this '0'day w
May 2019
SARA L.W`NTTF, SIC
CITY CI FRK
0
O
r
{W1027117.1} 6
f Wl028962.31 77
CONSFMr AND DEVELOPMENT AGREEMENI'
AMONG
CITY OF ROUND ROCK,TFJ(AS;
CRYSSMAN ENTERPRISE'S,LP,KATHRYN A.CRESISMAN,AND THE
FSTATF OF MARVIN R.CRFSSMAN,A/K/A MARVIN RICIIARD
CRFMMA.Y,DECLUED,
AND
ROUND ROCK MUNICIPAL UTILITY DISTRICT NO.z
1 uu.11,1 141 16WI '1 fxx-X
(W1027117.1) 7
{W1028962.3} 78
it
CONSENTAND DEVIii.OPMF.NTAGREEMENC
This CONSENT AND DEVELOPMFNT AGREEMENT(this-44Cmmelu-)is
by the City of Round Rock,Texas,a home rule city located in Wiiliam+nn Count%.
Texas(the%%-),and Creasman Enterprises,LP,Kathryn A.Creasman,and the
Estate of Marvin R.Creasman,a/k/a Marvin Richard Creasman,Do cear:ed
(collectively, the' ner-) Subsequent to its creation, Round Municipal Utility
DistriR No.2,a proposed municipal utility district to be created pursuant to Article
XVL,Section 59 of the Texas Cimslitution and Chapter%49 and 54,Texas Water Code as
contemplated by this Agreement(the'yjUjil�("),will become a party to this Agreement.
The City,the Owner,and the Dist rid are tin a-times referred to herein as a'Eom"and
collectively as the'racuEs-
RECITAL S
WHEREAS•the tanner owns Approximately 174.21 acre_,of land lumted entirely
within the corporate boundaries of the City(the"Lamy);and
WHERAS,the Land is more particularly dea•ribed by metes and hounds can the
attached F-hibitA.and As boundaries are depicted on the concept plan attached as
exhibit—(dw"Conkv r Moll'):and
WHEREAS.the Owner mtends that the Land will be developed in phases as a
master-planned,residential cummunity that will include park and recreational facilities
to serve the Land;and
%%WRF.kl;,the(honer and the City wash to enter into this Agreement to encourage
innuvalisr and compreherune master-platuling of the Land, provide certainty of
regulatory requirement%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,and
s sed to create the District river the Land pursuant
N'IiEREAS,tltel)svticr na,propn
to An application to be filed with and processed through the TCE() (as defined in
ARTICL.L+I below)and has presented the City with a petition requesting the City's consent
to the creation of the District;and
WHEREAS,the purposes of the proriotted District include designing,constructing,
acquiring•instaAing,financing,and conveying to the City water,wastewater,and drainage
utilities (including capacit) or contract rights to capacity therein), roads and
improvements in aid of roads, park and recreational facilities, and other puhlic
anprovements as authorized by the Texas Conrtitution and Texas Water Cate to serve the
area within its boundaries(collectively,the'01grIci linpanvig=');and
WHEREAS,construction of the District Improvements will occur in phases Las
determined by the District and the Developer(s)(as defined hereiti))in accordance with
this agreement;the applicable ordinant es of the City.Chapters 49 and 54,1'cxas Water
;waan<i wt
M,+aati5t µl I
(W 1027117.1)
{W1028 62. }
9 3 79
Code,as amended:the ruler,and rep latioms of the TCFQ,as amendes,.ind apphIIble
state and federal regulations(milectively,the'N,pLcahle R_. io+ -),and
WHEREAS,the City and the Owner intend that the iCeimbursable Gusts(as def i ued
in ARTICLE 1 below)of the District Improvements will be paid from the net proceeds of
bonds issued by the District(or surplus funds of the District)in accordance with this
Agreement, the applicable rules and regulations of the TCFQ, as amended, and the
applicable requirements of the Texas Attorney f:eneral's Office,as untended;and
WHERIi.A&the District is authonzed to enter into this Agreement pursuant to the
pro,isions of Texas law_including but not limited to,Chapters 49 and",Texas Water
C,ndr, as amended; Chapter ;91, Texas Government Code, as amended; and
Seettoo 5,r,2 014.Texas lineal government Code,as ametided,and
WHERE&%,the City is a:municipal corporation operating under a home-mile City
Charter adopted under the laws of the State of'rexas and purmant to which the City has
the authority to enter into and perform its obligations under this Agreement including,
hot not limited to.the ownership and operation of the District Improvetnents:
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency o(which are hereby acknowledge(!,including thr agreements set forth below.
the Patties contract as follows.
AR,ncLF.1
DEFT NMONS
Section L01• Definitiu»a. In addition to the terms defined eLsewhcre in
thi,Agreement or in the City s ordinances.the following terms and phrases used in this
Agreement will have tlac meanings set out below"
APpjKdWp--&W S means the City's rules ordmmncrs, and regulations in
effect ac Cif the Effective Date of this Agreement, as amended by. (i) any
amendments authorized by Chapter 245,Texas I.oca;Government Code;(ii)any
approvals,vanatim,waivrrs,and exceptions to such rules that are approved by
the City,and fill)any additional restrictions or regulations agreed to by Developer
in writing
Agreement nwans this Consent said Development Agreement among the
Parties.
D DjU means bonds,notes,or other obligation,-or indebtedness issued or
incurred by the District under the Distnel's borrowing prnver
QU means the City of Round Rock, Texas, a home-rule city located in
Williamson Count),Texas.
City Ojbiection is defined in Section 7.o2fb).
City�&14wr meamx the City Manager of the City.
tw,R115.�41 2
(W 1027117.1) 9
IW1028962.31 80
C9t1 ua%im.ur_J=means the Texas Commission on Environmental
Quality or its successor agency.
S,Q�meara the concept plan for the I.And attached as L&hibiU,
as amended from nine to time in accordance with this Agreement.
C9BQLy means Williamson County,Texas.
Dmlope meats the Owner,or any successor or permitter)assign of the
(honer,that notifies the Or%of its intent to develop all or any portion rif the land
under ctccUon q.07 below.
District mean. Round Rock Municipal Utdity Ihslnct No.2,a political
subdivision of the State of Texas to he created over the land,with the consent of
the City,as provided in thm Agreement
Doltrict Improvements means the water,wastewater,and drainage utilities
(including capacity or contract rights to capacity therrin).roads and improvements
in aid of roads,park and recreational facilities,and other public improvements,as
authorized by the Texas Constitution and Texas Water Code,to Serve the a:e.t
within the District boundaries
F:fftttive Date d_RL Aaren ent means the 91s day of M. a)• 20tq
Land means approximately 174.21 acres of land located in the City limits,as
described by metes and bounds on Fxhih*t A.
0!4me means, crilkctively, Cre"man Enterprises IY, Kathryn A
Cressmain; and the Estate of Marvin K. Cressman, a,k/a Marvin Richard
Cresman,Deceased,or their successors and assign under this Agreement
L;eimbasaMeS means all costs of the District Improvements(;ncluding
land and easements costs) that are eligible for reimbursement from the net
proceeds of Ronde issued in accordance with this Agreement and.as applicable.
the rules and regulations of the TCEQ,as amended.
Bsald PLst*W means any road projects or improvements in aid of such road
projects that the District is authorized to undertake pursuant to Article III,
Section 52 and Article XV!,Secthm 59 of the Texas Constitution,as amended,and
Chaptem 49 and 54,Texas Water Cotke,as amended,or otherwise pur cant to Inv
mithority granted to the District by special act of the Texas Legislature.
ARTICLE H
CREATION OF D19MCr AND EXECtMON OF ACIREEMEN M
$CCtbe 2.01. Cortgent tq Cxcat�ln-mtDJILdd• The City acknowledges
receipt of the Owners request,in arcnrdance with Section 54-ot(i,Texas Water Code.and
Section 42 042,Texas local Government Gxle,for creation of the Dr_ cl over the land
On the Effective Date of this Agreement,the City has apprrrved the resolution attached as
iWe"I i i Nf
(vwaians,+41 y
(W1027117.1} 10
{W1028962.3} 81
wit consenting to the Incdumun of the land within the District (the 'co1&sen1
$etftGcaw'). The(Sty agues that the consent Resolution will constitute and evidence
the City's consent to the creation of the Illctrict within the City's corporate limits in
accordance with Section.loaf),Texas Water Crate,and Section 41.041.Texas vocal
Government Cork,and that no further consent will be required on the part of the City to
evidence the City's consent to the creation of the District
S UM a District Execulligm offtracaw=. The Owner shall nurse
the District to approve,execute,and deliver to the City this Agreement within thirty(30)
days after the date the Ristrict's Board of Direacirs holds its organizational meeting. If
the DrATict fails todo sn within such 3u-day period,then(after notice and opportunity to
cure)the City may terminate this Agreement and may repeal the Consent Resolution
Section 2,03. District Bonds If the[last riot fails to approve,execute,and
deliver this Agreement to the City as required by Section z-Q ,and if the City does twat
terminate this Agreement,such failure shall operate to prohibit the District from taking
any actions to issue Bonds until the failure has been cured. The City shall have the right
to enjoin the issuance of Bonds during any period in which such a material breach exists.
SscdQ a oa. RziMbNtFcznpt-Aaa<cenvmb. If the District fails to
approve,execute,and deliver this Agreement to the City as required by Section 2z,and
if the City has not terminated this Agreement,such failure shall operate to prohibit the
Owner or any Developer of the land from entering into any reemtntrwwent agreements
with the District until the failure has been cured. The City shall have the right to eniom
the execution of such reimbursement agreements during any period to which such a
material breach exists.
StWu13-o - Intent of Parties Relit to Allocation z„M4Mt.
Under Section yl.oiti f).Texas Water Code,the City,as a City providing written consent
for inclusion of land in a district,may provide for a contract designated as an"allocation
agreement',to he entered into between the City and the District.'the Parties acknowledge
that the provision for an'allocation agreement'under Section 54 otb(f)is,u the City s
discretion- 'fhe City,confirms that it is inteutionalh riot providing for an allocation
agreement. The Parties agree that this Agreement does not constitute and will not be
deemed to constitute an allocation agreement within the meaning of Section Sq.otfi(f)
ARTICLE If I
WATER AN I)WASTEWATER SERVICE
Se
po�Q7. City Retail Water and Waatewwater Serum. Retail
w-.ater supply and wadewrater collection and treatment services will be provided by the
City. The water distribution and wastewater collection systems within the District shall
be owned by the City The City will provide water and wastewater service to customers
within the District in the same manner and on the same terms and conditions as the City,
provides service to other retail customers inside its corporate limits. The City's standard
water and wastewater rates,charxex,and other fees,including engineering review and
inspection fees.that are applicable to other arras within the City's corporate limits will be
applicable to fanlutes constructed,toanectaons made,and services provided within the
Mstrict The City agrees and commits to pmvedr water and wastewater service sufficient
I MYYI 1111 IJI
(wolean5l yl q
4 W I027117.1)
{W1028962.3} 82
for the full build-out of the District at flow rates and pressures(including fire flows)
suffinent to meet the minimum mquirements of the Applicable Regulations,and agrees
to provide written confirmation of the availability of service upon the Nstnct's request if
mquiml in miinecteni with any Disuid Bond sale.
AIMCLE TV
ROADWAY iMPROVEMIENTS
Section a.ot. Right of Way Q%djcatjoes. The City has previously
acquired nght-of way through the land for the extension of Kenny Fort Boolevi rd but
desires to malign Kenny Fort Boulevard as generally depicted on fthiWID. The Owner
wil(convey by warranty deed,at no cost to the City,ino%of the right-of-way required for
such realignment within the Land,but reserves the right to seek reimbursement fur such
right-of-way from the District in accordance with this Agreement. The Panes
acknowledge that the final location of the niadways within the land may he subject to
minor changes from those shown on the Concept Plan based on the final rightof-wav
alignment of Kenny Fort Boulevard.
,won a.o2. !load 4onatructitim. The City agrees that it will he
responsible for the design of Kcnny Fort Boulevard and paying the cost for same. The
Owner agrees that it will contribute to the cost of extending Kenny Fort Boulevard
through the Land up to a mammum of si,775.794(the either
(a)by constructing a portion of such extension (such portion to be determined in
connection with approval of the preliminary plan for the Land)in accordance with the
City-approved design,in which event the City will be responsible for any costs in excess
of the Road Contributin Cap;or'b)by paying the City's applicable road/traffic impact
fees for development within the Land in accordance with the Applicable Rules up to the
Road Contribution Cap. The Owner reserves the right to seek reimbursement for such
costs from the District. For the avoidance of doubt.M if the Owner elects to construct a
portion of Kenny Fort Boulevard pursuant to clause(a)above,no road/traffic impact fees
will be payable with respect to the(and; and(ii)if the Owner elects to pay the City's
applicable road/traffic impact fees for development within the Land pursuant to clause
(b) above, the Owner will not be required to construct any purtion of Kenny Furl
Boulevard. Whether the.Owner elects either(a)or(b)above,the owner shall not he
obligated to obtain a Traffic lmpad Analysis.
ARTICLE V
PARR AND RECREATIONAL AMF.NMFS
Sft1len s.ol. p"in , The Owner agrees that the park and i"n space
land depicted in green on rAhlb"(the-Park land)will be conveyed to the City.
subject to the right to seek reimbursement for aisu of the Park Lind from the oistrict in
accordance with this Agreement The City agrees that conveyance of the Park Ltnd to the
City will constitute full satinfaction of the City's parkland dedication requirement;for the
land. Any tads within the Park land will be constructed in accordance with the City's
standards under the Applicable Rules and shall be open to the public. The City will accept
the conveyance of the Park laird, including any trails thereon,and will operate and
maintain the Park Ltnd as part of the City's park w..tan.
4Mi1151 lit
tvw,saccs c.i 5
{WtOZ7tt7.t} 12
{W1028962.3} 83
AIIITICI.E VI
DESIGN,FINANCING,CONSTRUCTION,CONVEYANCE,
OWNERSHIP,OPERATION,AND MAINTENANCE OF DISTRICT
II►IPROVEMENTS
ssclism 6.0t. Desj=.J5a ncina_and Congb%wtion. Unless otherwise
specifically provided in this Agreement,the Developer will design,finance,construct,and
convey to the City on behalf of the District all District I mprovements at no cost to flue City.
All construction will be bid in accordance with the requirements applicable to the District
under the rules d the TCEQ and Chapters gq and yq,Texas Water Code. All District
Improvements will be designed and constructed in accordance with the Applicable Ruler:
and the regulations of any other governmental entities with jurisdiction and pursuant to
plans and speuficatlons approved by the City Unless the Developer's service
requirements for the lAnd change or the Parties otherwise agree,the City will not require
that the Developer or the District oversize,finance,or construct any utility,park,or road
improvements to seen property other than the LAM
Section 6.0=. Con�yanee. Owoershin, OraCM600. and
Mainteaanor Upon completion of construction of each phase of the District
Improvements. p)the City will accept such improvements for operation and
maintenance in accordance with the Applicable Mules, and (b)the Developer will
prompt I)cmvey those facilities to the City,subject to 0)the CiWs obligation to provide
service to thr.District as provided in this Agreement,(ii)a reservation of all capacity in
thou facilities for the benefit of the District,and(iii)the Developers right, if any,to
reimbursement from the District for the cost of thou improvements in accordance with
the rules of the Commission. The Developer will also assign all contract rights.
warranties,guaranleca,assurances of performance,and bonds related to the facilities
conveyed to the City. The City agrees that its arcrplance of faulities and the related
assignunents will not be unrewonably withheld,conditioned,or delayed. Upon any such
conveyance and acceptance,the City agrees to operate and maintain such improvements
in good condition anti working order and to provide senice to the fhstrict in accordance
with this Agreement. Conveyance will not affect the Developer's right to reimburserrarnt
from the District for the cost of any facilities. Noth,ng herein will prevent the City from
using District Improvements to serve customers outside of the District provided that there
is sufficient capacity reserved to serve the residents and property owners within the
District as and when required by developanent within the[and.
ARTICLE VII
ALMIORTIY TO ISSUE BONDS
Section 7.91. Anthadity to Issue Ho The District may issue ponds only
as permitted by this Agreement.The Distrid may reimburse a Developer for expenditures
authorised by Commission rules and regulations and this Agreement however, the
purposes for which the District may issue[fonds are restricted to
(a) The purchase, construction, acquuitton, repair extension, end
improvement of land,easements,works,improvements,facilities,plants,equipment,and
appliances(including capacity or contract nghts to capacity in any of the foregoinig)
(Wn481151 u) <t
(W1027117.1) 13
IW1028962.31 84
necessary tot:
(1) Provide a water supply fur municipal uses, dome"r uses, and
commernal purposes;
(2) Collect, transport, process, dispose of. and control all domestic,
Industrial,or communal wastes whether in fluid,solid or n+mprwite state(other
than solid waste,as defined in the Applicable Rule);
(3) Gather,conduct,divert,and IY,ntn)l kcal storm water or other local
harmful eaermesof water,
(4) Design_acquire,construct,and finance Road Projects;and
(5) Derelop and maintain park and recreational facilities,subject to the
aWliabie limitations o(Section 49461-49 466.Texas Water Code,or as permitted
under Section 54 2ot.Texas Water Cade;
(b) Refunding any outstanding hoods,provided such refunding(fonds sallsfv
the terms and conditions of this Agreement;
(c) Paying organizational,administrative,and operating costs dunng creation
and construetxrn periods and interest thereon,subject to the applicable lim.tatlonc of
Section 49.15&Texas Water Code;and
(d) Paying other expenses authorized by Section 49 nSS,Texas Water Code
Sg&t79L 2&a• Cry Submittals:Obieetiona.
(a) The District agrees to give written notice to the City of its intention to isale
[kinds as follows:
(i) If the Dislnct Intends to issue Roods that requireTCEQ approval,the
District will provide notice of same to the City Manager and City Attorney
concurrently with the Dlxtrict'c submittal of each application to the TCFQ for
approval of issuance of Bonds,which notice shall include:
A A copy of the District's application to the TCEiQ,including the
amount of Bonds proposed for musnee, a general description of the
protects to be.funded by the Bonds,the engineering report,the projected
debt service schedule,the projected Nstrict debt service tax rate after the
,losing date of the Bonds,and the projected final maturity date of the
itonds,
R Written certification by the District's financial advisor that the
Bcmds,when issued.will meet the esistinR economic feasibility guieklmes
established by TCEQ for districts issuing bonds in Williamson County;and
C. Written certification by the IXstrict that the District is in
enmpinance to all material respects with the terms and conditions of this
+vlti l 151 1 1 I
rw011dll�l let 7
JW1047117.11 14
{W1028962.3} 85
Agreement.
(2) If the District intends to issue Sonds that do not require TCEQ
approval (e.g., Bonds for Road Projects or refunding Rends), the District will
provide notice of wine to the City Manager and City Attorney at least thirty(30)
days pnor to pricing of the Bonds,which notice shall include:
A The arnount of Bonds proposed for issuance, a general
description of the projects to he funded bl the Bonds or Bonds to be
refunded by such Bond%, the engeneering report (if applicable). the
projects(deht service schedule,the projected District debt service tax rate
after the clming date of the Bonds.and the projected final malunty date of
the Bonds
B Written certification by the District's financial advisor that the
Bonds,when issued,will meet the existing economic feasibility guidelines
cstablishcd by TCFiQ for districts issuing bonds in Williamson County,and
C. Written certification by the lhsirict that the District is in
compliance in all tnatenal respects with the terms and conditions of this
Agreement
(3) Within five (g) days after pricing of any ponds and no loss than
knirteen(14)days hefnre the dosing date of such Bonds,the Distinct shall provide
the Citv with the following information
A. If'1'CW approval ;s required. a ropy of the TCEQ order
approving the Bonds;
B. A description of the District Improvements to be funded by
the&)nds,if applicable;
C. The amount of Bonds being proposed for isnianer,
1). A dent sentce schedule for the Bundy;
E The proposed f)istnn dehi service tax rate after the closing
date of the Bond,
F. A saving,%schedule for anv refunding Bonds;and
G Written certtftcauoe by the District that the District is in
compliance to all material respects with the moditioms yet forth in thie
Agreement. including without hrniLttion the 'information necessary to
midence compliance with the mluirements of Sectiuu 7.tW.
(h The City may object to a Bond application or to the issuance of a series of
Bonds for the reason that a Developer or the District is:n default of any provision of this
Agreetent If the City ub^ts to a Bond application or■ssuane due to such a defatilt(a
'City Qbieetlog"),the City shall have a period of thirty(;lo)days after receiving the
xnai�si iu
twdA,r r y> 8
(Wt027117.1) 1 j
{W1028962.3} 86
information mqutred by Sections 7.ozfaN I I or 7.02(a)(2).as applicable,and a period of
ten(to)days after receiving the information required by (a)(;j within which
to notify the District of the City Objection. If the City timely objects to a Bond application
or issuance due to such a default,the Bond application and issuance will be delayed until
such time as the default is cured If the City fails to object to a Bond application or
issuance within such periods specified herein,the City shall be deemed to have waived all
objections. If the City objects to a Bond application or issuance,such City Objecticst must:
(a)be in writing;(b)be given to the District (c)be nigrwd by the City Manager or the City
Manager's designee,and(d)sponfically identify the applicable provision of the Consent
Ordinance or this Agreement as to which the District or the Developer is in default. If a
City Objection is timely given to the District with respect to a specific Bond application or
issuance of Bonds,the City and the District shall cooperate to resolve the City Objection
within a reasonable time,and the Bond application or issuance of Bonds to which the City
Objection applies shall be delayed until the City Objection has been cured or waived by
written agreement.
(c) Within thirty(30)day-A after the closing date of a series of Bonds,the
District shall deliver to the Cih Manager a copy of the final official statement for such
series of Bonds and a copy of any report on reimbursable costs required by the rules of
the TiCftt). The District shall send a copy of any material event notices filed under
applicable(ederal securities laws or regulations,to the City Manager within thirty(30)
days after filing such notices with the applicable federal agency If the City requests any
additional information regarding any issue of District bonds.the District will promptly
provide any such information to the City.
Stetion 7.oa. Bond Uarti1 Ampunt, The total amuum of Bonds issued by
the Dtstnct,exdluding refunding Bonds.shall not exceed Siq,utu.usm unless approved
by the City
Section,7.oa. Terms and Conditions of lgonds.
(a) Bonds, including refunding Bends, issued by the District shall, unless
otherwise agreed to by the City,comply with the following mquimments:
(i) No individual series of Bonds will be issued with a term which
exceeds us years from the closing(late of such series of Bonds:
(2) The Bonds(other than refunding Bonds and Bond%sold to a federal
or state agency)shall only he sold after the taking of public bids therefor(unless
current law changes to permit otherwise),and no Bonds shall be sold for less than
ninety-seven percent(97%)of par.provided that the net effective interest rate on
Bonds so sold.taking into account any discount or premium as well as the intere4.
rate borne by such Bonds,shall not exceed 2%above the highest average interest
rate reported by the Daily Bond Buyer in its weekly'20 Bond Index'during the
3o-day period next precedwg the date notice of the sale of the Bonds is given(or,
it the Daily Bond Buyer ceases to exist,a comparable publication reporting ateragc
hind interest rates),
ralaal ,r ,.
Iwnsa,(s,(dt 9
(W1027117.1) 16
{W1028962.3} 87
(4) The District shall reserve the right to nderm its Bonds not later than
the tenth(tun)anniversary of the cli-ming date of such Bonds,without premium:
(5) No variable rate Bonds shall be issued by the District;
(6) No Bonds (other than refunding bonds)shall he issued by the
[district subsequent to the fifteenth(t5*)anniversary of the Effective Date.of this
Axtc'ement;
(7) Any refunding Bonds must provide for a minimum of three percent
o%)present value savings and,further,must provide that the latest maturity of
the refunding bonds may not extend beyond the latest maturity of the refunded
Bonds;and
(8) Capitalized interest shalt not exceed three years interest
Ssstion7.os Not—cittion for Bond Reviews. The nistnct agree,;to
include,in rash applicaboa to the TCW for the approval of the issuance of Bond%,the
terms and conditinns of ALIIS Lh Yll of this Agreement The Owner and the Distort
each agree that no Developer will be permitted to request reimbursement or authorization
to reimburse any cats or expenses not authorized by this Agreement.
Section 7.06. Ilmit Rj_Cib Liability. Unless the City dissolves the
District and assumes the assets and liabilities of the District under ARTICLE V111 below,
the Bonds or any other obligations of the District shall new hemme an obligation of the
City. The City's obligations under this Agreement shall nut extend beyond its express
aRrecmt:nts hereunder,including the obligations to operate and maintain the District
Imprmements after conveyance to the City and to use the Di5lncl Impttrvements to serve
thr land.
ARTICIJK VIII
DISSOLLY'l ION OF DISTRICT
Section 8.01. Dissolution. the City may dinotve the District at any tiene
after the District has issued Bonds to finance all Reimbursable Costs paid ur incurred to
construct the D tstrict Improvements that are required to serve full development of the
Land Clion dissolution of the District,the City shall assume the indebtedness and legal
obligations of the Model to the extent requited bylaw.
AR'RCIF IX
CONCEPT PLAN AND DEVELOPMENT MATTERS
Section 9.01 Phased Dcyelooment. Because it is anticipated that the
Land will be developed in phases,portions of the land not under active development may
remain in use as agricultural Deride nr as open space land.
StCtIQII g.01. ConrM Plan. The City hereby confirms- (i)its approval t4
the Concept Plan,and(ii)that the Concept Plan complies with the City's General Plan,as
amended The City approses the land uses,densities,exceptions,roadway alignments
MOW 110 W W
(W1027117.1) 17
1WI028962.31 88
and widths,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.
won Q.oi. "Develoom"Sutua. tf and as the Owner,or any successor
or permitted assignee.of the Cmoer, initiates development of all or any portion of the
Land,the Owner,or the applicable successor or permitted assignee of the Owner,will
notify the City in writing of such election(whew notice must also describe the portion of
the[and to be developed),at which time the Owner, or the applicable successor or
permitted assignee of the Owner,will hecvme(and will be deemed to have assumed the
obligations of)a'Drvriaper'under this Agreement as to the portion of the land described
in the notice
. pa4•oa. Uniform and Continued Develonment:Vesting. The
Parties intend that 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 terns and
consideration Accordingly,the Land will be developed and the infrastructure required
for the(arid will be designed and constructed in accordance wnb the Applicable Rules.
the Concept Plan,and this Agreement. Subject to the terms and conditions of this
Agreement,the City confirms and agrees that the Owner and any Developer hereunder
has vested authonty to develop the land 'n accordance with the Applicable Rules.
Ordinances,rules.or regulations,or changes or modifications to the City's ordinan(es,
rules,and regulations,adopted after the Effective Mte of this Agreement will only be
applicable to the extent permitted by Chapter 245.Texas Local Government Code.If therr
is any conflict between the Applicable Rules and the terms of this Agreement,the ternis
of this Agreement will control.
Section o.oa. Term of Approv la. Except as provided below,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,the Applicable Rules,and
State law wifl be effective for the term of this Agreement. The Concept Plan will be
deemed to have expired if no final plat of the land is recorded for a period of five(5)years
after the Effective Date of this Agreement or five(5)years expires after the recordation of
the last final plat.
Sec4on e.ofi. AM=dM=tl,W-CBDSSptJUU. 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. Variations of it preliminary plat or final plat from
the Concept Plan that do not increase the overall density of development of the land will
not require an amendment to the Concept Plan- Minor tliange.,to the Concept Plan.
including minor modificalinns of street alignments; minor changes in kx lines; the
mksignation of land for public or governmental uses;changes in lot sizes that do not result
in an increase in the coverall deruity 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 not require an amendment to the
Concept Plan or City approval. Major changes to the Concept Plan must be eWnsistent
(WUNILI I.1 14;
(WuaanU 4) 11
(K 1027117.1) 18
TWI028962.31 89
with the trans of this Agreement and will be subject to review and approval by the City,
which..ill not be unreasonably withheld.
Seslioe 9,A7- Mmctor La2t& TTx conveyance,from time to time.by nietes
and bounds or otherwise of any portion of the Laid to any person for the purpose of
qualifying such person to be a member of the Board of Directors of the District will not be
considered a subdivision of land requiring a plat or otherwise requiring the approval of
the City.
Sec6ona.o$. QIhSL-LajUjjffi. The City will prmidc solid waste and
re"11 ling cervices within the District for the same rates,in the same manner,on the same
terms and conditions,and subject to the same regulations and ordinances,as amended.
that the City provides solid waste and recycling services to other customers inside its
corporate limits. 71x District will have no habllity for charzcs far such comic"except for
charges for services provided to the District,if any. The Developer well have the right to
selml the providers of cable television,gas,telephone,telecommunications,and all other
utilities and services,or to provide'bundled"utilities within the Land.
Sczlon y.oa. Manill aciated Homc for District Flectiona. One (i)
11111-rrrtified manufactured home may be located within the[And solely for the pur,a e
of providing qualified voters within the District for the District's confirmation,director,
and bond elections. The manufactured home permitted by this Agm-nent will not
require any permit or other approval by the C:ny and will be promptly renwn-ed when no
longer needed
S tiro-g 1Q. Impact Fees Anv impact tees payable to the City with
respect to the land will be paid by or on behalf of the Developer to the City in accordance
with the Applicable Rules; and, in cunsideration of the payment of impact fees, the
Developer will acquire,on behalf of the District,the guaranteed right to receive service
from the City',i water,wastewater,and/or roadway systems,as applicable,for the living
unit equivalents of service for which impact fees have been paid.
ARTICLE X
AUTHORITY
Smd R IQ&1- AaItbQljty. Th.s Agreement is entered into,in part,under
the statutory authority of Section 552.0r4, Texas local Government Code, which
authorizes the City to enter into a writtrn contract with a water district created under
Article XVI,Section%9 of the Texas Constitution under which the district will acquire for
the benefit ref and convey to the City one or more projects.
ARTICLE Xi
TERM.ASSIGNMENT,AND REMF.DiF.S
Sscjjgn LI&&. 1=. llic term of this Agreement shall commence on the
Effective Dale and(unless terminated pursuant to ARTICLE Il)shall continue until the
District is dissolved in accordance with ARTICLE VM.
tvtaatisi ui
tMua111154 4 i 12
(W1027117.1} 19
IW1028962.31 90
Secficon Termination and Amendment by Asxtsmm t. This
Agreement may be terminated or amended as to all of the LAnd at any time by mutual
written consent of the City,the Owner,and,following creation of the District,the I)Wrict;
may be terminated or amended only as to a portion of the lend at any time by the mutual
written consent cif the City, the Owner of the portion of the land affected by the
amendment or termination and.following creation of the District,the District:and,after
full-build out of the land.may be terminated or amended at any time by the mutual
written consent o(ibe City and the District.
Sectiffiu.43- Amlirnrnent-
(a) This Agreement,and the rights of the(),oner hereunder,may be assigned
by the Owner,with theCity's consent,as to all or any portion of the 1Lnd.Any assignment
will be in wriung,specificalh•set forth the assigned rights and obligations,be executed by
the proposed assignee,and be delivered to the City Ttrc City s consent to any pmpaa.ed
assignment will not be unreasonably withheld or delayed. The City hereby expressly
consents to and approves the assignment of this Agreement to Meritage Ifomes of Texas,
I.I.0 and agrees that no further consent to such an assignment will be necessarv.however,
a mpy of such assignment must be delivered to the Cnv
(b) if the Owner assigns its rights and obligations hereunder as to a portion of
the land.then the rights and obligations of any assignee and the Owner will be severable,
and the Owner wr0 root he fable for the nonperfnrmanee of the assignee and vice versa.
In the cage of nonperformance by one Developer,the City may pursue all remedies agninst
that nonperforming Developer(s), but will not impede development activities of any
performing Developer as a result of that nonperformance.
(e) This Agreement :a not intended to be binding upon, or create an}
encumbrance to title as to,any ultimate consumer who purchases a fully developed and
improved lot within the land.
Section it.ua Tian fea.
(a) 1fthe City defaultsunder this Agreement.theOw.nerorthe District maygive
notice setting forth the event of default(' -)to the Oty if the City fails to cure any
default that can he cured by the payment of money(31foricturg Default)within 45 days
from the date the Citi receives the Notice,or fails to commence the cure of any default
specified in the Notice that is not a Monetary Default within 45 day%of the date of the
Notice,and thereafter to diligently pursue such cure to completion,the Owner or the
District may enforce this Agreement by a writ of mandamus from a Williamson Count
I)Larict Court ar terminate this Agreement:however,any such remedy will not revoke the
City's consen',to the creation of the D istnct.
(b) If theOwner defaults under this Agreement,theCl'h or the District ma)give
Notice to the Owner If the Owner fails to cure any Monetary Default within 45 days from
the date 1 receives the Notice,or fade to commence the core of any default specified in
the Notice that is not a Monetary Default with in 45 days of the date of the Notice.and
thereafter to diligently pursue such cum to oompletmn,the City or the Distnct may
enforce this Agreement by injunctive relief from a Wnlltarrtson County District Court or
'Wool lie µl
1W."11V V' tit
{Wt027117.1} 20
W1028 62.{ 9 3} 1 9
terminate thin Agreement, however. except as permitted by Section 2.02, any uxtt
remcd)will nut revoke the City's consent tothe creation of the Diu rict.
(c) if the Districtdefau Its under thts Agreement.the City or the Owner may give
Notice to the District. If the District fail-to cure any Monetary Default within qg days
from the date it receives the Nonce,or fails to commence the cure of arty default specified
in the Notice that is not a Monetary Default within qs days of the date of the Notice,and
thereafter to diligently pursue such cure to completion,the City or the Owner may enforce
this Agreement by a writ of mandamus from a Williamson County Dtxtrict CAcort or
terminate this Agreement;however,any such comedy will not revoke the City's consent
to the creation of the District.
(d) If any Party defaults,the prevailing Party to the dispute will be entitled to
recover its reasonable attorney's fees,expenses,and court costs from the non prevailing
Party
secuen Is.QS• CutoRcrado
la) The Parties each agree to execute such further dcuvments or inArtiments as
may be necessary to evidence th-r agreements hereunder.
(h) The City agrees to cooperate with the Develuper(s)in connection with any
waivers or approvals that the Devcrinper(s)may desire from Williamson County in order
to avoid the duplication of faalities or services in connection with the development of the
Land.
(c) In the event of any third-party lawsuit nr otherclaim relating to the validity
of this Agreement or any actions taken hereunder,the Parties agree to cooperate in the
defense of such suit or claim•and to use their respective best efforts to resolve the suit or
claim without diminution in their respective rights and obligations under this Agreement.
ARTICLE.XII
MISCELLANIKOUS PROVISIONS
Section lj.oi. Nod . Any remise 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 Eoderal Express or another service guaranteeing
'next day dclivery',addressed to the Party to it notified and with all charges prepaid;or
(ill)by personally delivering it to the Party, or any agent of the Patty listed in thu
Agreement. Notice by United States mail will be effective on the earlier of the date of
receipt or three(3)days after the date of mailing. Notice given in any other manner will
he effective only when received. For purposed of notice,the addresses of the Parties will,
until changed as provided below,be as follows:
Cl LY: City of Round Ruck
221 Fast Main Street
Round Rock,Texas 78664
Attn:City Manager
;wsrsnfi 14)
rw06811sl10 t4
(W to27117.1) 21
{W1028962.3} 92
With Required Copy to Stephan I_Sheets
Sheets&Crossfield
309 p..Main Street
Round Rock.Texas 78664-5264
OWNER. c/o Scott Clessman
3232 l rexlrr Road
fewltana.Texas 755oi
Wi I h Required Copy to: _ .
And Required Copy to Meritage Homes of Texas,IJ.0
8920 Business Park Dnve,Suite 350
Ault m,Texas 78759
Attn: Elliot Jones
DISTRICT John W.Bartram
Armbrust&Brown,PUR
too Congress Avenue,Suite Moo
Austin,Texas 787o1
The Parties may change their respective addresses to any other address within'he United
States of America by giving at least five days'wntten notice to the other party.The Owner
may,by giving at Imm five days written notice to the City,designate additiorud Parties to
receive copies of notices under this Agreement
Ststiort t2.02 Snmhility. if any promion of this Agreement is illegal,
imalid,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 ifleFal,invalid.
or unenforceable provision,that a pmvv ion he added To this Agreement which is kgal.
valid,aid enforceable and is as similar in terms to the illegal,invalid,or enforceable
provisinn as is posiohle
,s-e{-tlon as.Tkt. Wainer. 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 12.0a. Apgifirable law and Venue- The interpretation,
performance,enforcement,and validity of this Agreement is governed by the laws of the
State of Texas. Vcnuc will be in a court of appropriate jurisdiction in Williamson County,
rexas
Settfon 12.os. EnliELAgmmcw. This Agreement contains the entire
agreement of the Parties There are no other agreements or prrmlise%,oral or written,
t>rownA]N;
(W."I'y 141 15
{W 1027117.1) 22
{Wlo28962.3} 93
between the Parties regarding the subject matter of this Agnxment. This Agreement
supersedes all other agreements between the Parties onncerning the subject matter.
$Cd1QA iZ ob. Pxhibib.Hesdinr&Conatr UCtion and Counieemra■.
ki scheduk%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
enntamed in this Agreement arc 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 tweuter,and the singular may include the plural,and vice-versa.
The Parties aeknowledge that each of them has been actively and equally involved in the
negotiation of this Agreement. Accordinglv,the rule of eonsiruction that any ambiguities
are to be resolved against the drafting party will not be employed in interpreting this
Agreement or any exhibits hereto. 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(as of the Fffective
Date of this Agreement)only when one or more counterparts, indindually w takeu
together,bear the signatures of all of thr Parties.
Section ,y=. Imo. lime 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
he thenem day that is not a Saturday.Sunday,or legal hohday.
Seefion 09. AMthuritY fQr f xeculion. The City certifies,represents,
and warrants that the execution of this Agreement has been duly authorised and adopted
in conformity with its City Charter and City ordinances. The Owner hereby certifies,
represents,and warrants that the execution of this Agreement has been duly authorized
and adopted in conformity with the constituent documeat_s of each person or entity
executing on behalf of the(timer.
Section a2.00 Force Matietan. If,by reason of force mWure,any Party is
rendered unalyde,in whole or in part,to carry out its obligations under Ihis.agreement,
the Party whose performance is so affected must give notice and the full particulars of
such torte majeure to the other Parties within a reasonable time after the occurrence of
the event or muse relied upon,and the obligation of the Party giving such notice,will,to
the extent it is affected by such force majeure,be suspended during the continuance of
the inability but for no longer period. The Party claiming force majeure must endeavor
to remove or overcome such inability with all reasonable dispatch. The term fQM
rrtgjeurg'meant:Acts of God.strikes,lockouts,or other industrial dmurbances,acts of
the public enemy,orders of any kind of the government of the United States tee the State
of Texm.or of any court or agency of competent jurisdiction or any civil or military
authority, insurrection, riots, epidemics, landslides, lightning. earthquake, rites,
hurricanes,storms, floods,washouts,droughts,arrests, restraints of government and
people,civil disturbances,vandalism,explosions,breakage or accidents to machinen.
pipelines or canals,or inability on the part of a Party to perform due to any other causes
not re,sonabty within the control of the Party claiming such inability
111s11 11 11;
[Wrgahtit i11 iti
M1027117.1} 23
{W1028962.3} 94
• rRICaYtrilalka- As used in this Agreement, the term
'including'means'including without limitation'and the term'days'means calendar
days.not husrness days. Where,er required by the context,the singular shall include the
plural,and the plural shall include the singular Fach defined term herein maybe used
in its singular or plural form whether or not so defined
,11- No ndrd-Phru 6enenci■.. (-his Agreement is solely for
the benefit of the Parties,and neither the City.the fhstrict,nor the Owner intends by any
provision of this A moment to crate any rights in any third-party beneficiaries or to
confer any benefit upon or enforceable rights under this Agreerent or utherwise upun
anynne other than the City,the District,and the(honer(and any permitted assignee of
the Owner).
sim-tion12,13- Exhibits. The following exhibits arc attached to this
r1(¢cemcnt,and made a part hereof for all purposcs�
Axhibit A- Metes and Bounds Description of the land
Exhibit B- Concept Plan
F.xhibi$C- CltyConsentRe,olutiun
Exhibit D- Depiction of Kenny Fort Boulevard Realignment and Park
land
IN WrINFM WHEREOF,the undersigned Parties have executed this Agreement
on the dates indicated below to be effective as of the F.ffecti%r Date of this Agreement
(Signatures on the following pages.)
;Wuaarr5l 14) 17
(WI027117.1) 24
{W1028962.3} 95
COUNT FRPART SIGNATURE PAGE TO
CONS04T AND DF,VELOPMENT AGREEM ,
C17Y OF ROUND ROCK
By: _
Crkrmwivayor
Date:
7'11 S JTATF.OF•TEXAS 4
9
COUNWOFWILUAMSON 4
Tins insirvment was acknowledged before me on-�/� . 20i9. by
Craig Morxan,Mayor of the City of Round flock,a home-rule city tin'behalf of said City.
a1W/1 .yl�4'�`�'M—
MY Notary Public Signature
M
(Seal) r� 4.
;V6 f.
{W(Mjksl v) r8
{Wi027117.1} 25
{W1028962.3} 96
COUNT KPART SIGNATURE PAGE TO
CONSENT AND DEVELOPMENT AGI EENCEW
Q $:
CRESSMAN ENIERPR1SES, Lp, a Texas
limited partnership
BY- Creasman Enterprises GP,LLC,a Texas
limited H b ' 0011FWY, itc General
Partner
By"
rn Seott Cressn=, Managing
Date: M r 1. I
RA A. MAN
M. Crewman. Agent
(Attorney-in- )
Date: f -
FSTATE OF MARVIN IL CR SSMAN,
A/K/A MARVIN RICII CRESSMAN,
DECFASILD +
Scott Muir Crrssman, Independent
ExecAOr Of the Estate of Marvin R.
Creasman, a/h/a Marvin Richard
Crewman,
Date:
1.'1r,tarYArknnw-icdgtnents for tM+Q;Oper on Follc.%jag Pagel
19
JW1027117.11 26
{W1028962.3} 97
'TliE STATE:OF 1FXAS �
COUNTY OF^-60 OX ;
4
This instrument was-Anowledged before me on the 1AdaY of tjA"_,2mq,
by Scott Crettaman,Managing Member of Creasman Fnterpriaes GP,LLC:,a Texas limited
liability Company, General Partner of Creasman Enterprises, I.P. a Texas limited
partnership,on behalf of said limited liability Company and limited partnership.
(SFAI,) rp aE?rrF75
yl ar par snn ar aus Notary Pu Ik 3ibnattrre
q(�aYM 6r+P 2►rr
THE STATE OF TEXAS g
COUNTY OF k �NQ g
Phis inrtrament was acknowledged before me on tht-1dagof MA4 .2019,
by Scott M.Creasman,Agent(Attorney-in-Fact)of Kathryn A Cremmu ,tm'behalf of
Kathryn A Creminan (_ '
o f
yagr Pfilla Ks
(SEAL.) x0uar Pl3L ST4f a'�aii Notary Pnb C Sv!pluare
e :3715f.1
w;.s...�
THE STATE OFT DW g
couv YOF i $t- 4 4
This ntstrument was acknowledged before me on the-2 dayo( tiny,
by Scott Mark Creasman,Independent Executor of the Estate of Marvin R cressntan,
a/k/a Marvin R chard Creasman, Deceased, on behalf of the Estate of Marvin R.
Crracman.&A/a Marvin Richard CYes man,Deceased.. !Y '
(SP11.) � mrgj&1cA VATF 01�w Notary Public
Signature
m�+rms1
•'pig 11'rl NJ
{W1027117.1) 27
{W1028962.31 98
COUNTERVAk'i'SIGNATURE PAGE TO
CONSPNI'AND DEVELOPMENT AGREEMENT
KOUN ROCK MUNICIPAL UTILITY
DI NO.z
z � liv
40fYIfidPr'�'. ?resident
r• w = Ba rd of Directors
— r
w
• Date;
• F.*ru y 1%. 10PO
--
rhrrntHlt�
'l'l IL STATE OF TEXAS §
COl7MY OF WILLIAMSON §
This instrument was acknowledged before me on 2020,by
"r"'d " .President of the Board of Directors of Round Rocl btunicilul l tility
District No.2,on behalf of said District.
Af-
K �
Not Public Signature
--F�vm fl.
�t
4y A�/WMV
(WOU1151.141 21
(WI027117.1) 28
IW1028962.31 99
FXHISIT A
Metes and Bounds Description of the IJnd
Iattachedl
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JW1028962.31 100
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TRACT 3
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1 -CP1T OF
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-►MCfl 1- CREM MI EJREAVRISLS.UP Jj{ .
162.35 AC. TRACT 3 n
134 92 ACRES p' 0
j DOC. NO, PW3063411
1 STATE OF MAAS 0.0 R Y.0 T }
PAR'T 1-33,302 AC 1F
1 `rOL. 1970,Pc, S,s
OA.r.0 T
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41,1117 CRESU MI ENTFRPMEL L.► ��+✓ R"
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1 -PARCEL 1- GRAPHIC SCAR M
1 STATE OF VMS goo --
R PART /--1307 AC ,� o "D
1 VOL. 1970.PO- sis .N Fro t.
1 O.R.VCI
YATCHUNE SHEET 7
RMCNE LAND sTMYETORS, MC. 1
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4ATCHUNE SHEET 9
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iccTELITE�SIEEE?
PASIELINIF LAW SUNWrtVW PC.
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EXHIBIT C
City Consent Resolution
[attached)
IMD41111/�
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EXHIBIT n
nepiclinn of Kenny Fort Boulevard Realignment artd Park lend
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EX IBI B
DESCRIPTION OF PHASE z
L
LANDESIGN*
SERVICES, INC.
I01W11 W ri 1 1 AIM%1101 lera.7an.42
1 IN11 N thm No 11111"18110 -12:IS,7a,1 offlcc
MI-77>ti AND 11011 INIS IM 3411Y11ON
µl•1NG 10.92 ACRE%OF I AND.SLRVI-.YI 1)BY LANDL%IGN SFRVICFS.
lx(..SinW1l:D IN III-WILIJS IX)NAIIO)R SURVVY.ARS'IRACT\O
113 IN a'ILLIAMSON C Ot T%TY.'II:X.AS AND BEING A POR II(W 01' A
('AIM) 1i4-62 AVRI IRACI OF LAND 1M'S('RIBLDAS'rkAC1 1.IN A
'A'ARKAVY IMt1-3) FO l"RI:SSMAN FN1liRPRISL•S.1.1'..AS Ill COMM•U
IN D(XI1Mt-N 1 NO.2tkltil)(1Ie11.IN 'I IIh OFFICIAL PUBLIC kI-C'ORI)S Uf
WILLIAMMMJ L(X)\'I Y. 'I VXAS (O.P.k.W.C.-r.). AND BIANG MOR1
PARTICUTARI.V I)ENCRIBLU BY NI.1'I:S AND BOUNDS AS I-OLLOWS
RmINNim.at a In-inch mtw with cap Stamped'I SI SIIRVFY"set in the I act lux of.,lid
134.62 acre tract and the Wea line of Lm 21.JACKII: I I IOMPAW tit IRDIVISION.mconk-l in
Cabinet 1.Slide W-qt-oftlk plat kv mdsul'N'ililamminCounty.IctasW.k.W.C.I).from which
a I'2-inch rehar with cap o m rwd"l NI Sl IRVhY"tit fin 111c Nlwtheacl corner of said 114.0 acre
tract and m the Wcg line of Ltd 30.aad JACK II I IIOMIS(NJ SU BIN VISION.alwt being in the
vmmmg%oalh rgla-ul=wa) line ill C-ouun Rued 111(Old Senders FRigdecard R.O.W Vane).
tvun Ninth 11 1 11141"Wco to dioatwc of I ill?J leci:
fill Nll with the Iasi line of card 134-62 acre tract arxl the 11c51 line of mid JA(kit
IIK)111St►\SUBDIVS10N.IN.folkming(wot_2)ctwivwe andJi+ialrccs
I. MwtlA 12*1 I SC Fast a distance of 763.311 lim it)I 4-inch►char found for ilw Sotahwcst
owner td lot W and the N(wtitm"t comer .w I tit III. said JACKll IIIOMI%ON
M RIDIWON:and
2 Swdb 01*3rW Wr•a a distance of%1.62 het Io 1/2-inch rchar mth cap famlictl"I SI
%I RVI Y'set.in the I mt line of cod 114 62 acre inwt and the A c l line tit I tit I i.'lid
J%CKIL TII0MISON S(41IMVISION.
1-111 NO r.\er and Iwmss vsd 114.62 atR Ir:a:t.tle lollemin g sc%enumn 117)cmww%.i d
dlaancc�
I \orlh W21 V7"West a dnclant•e of 20.00 feet lit 112-inch rchar with cap Stamperl"I SI
SI kVI) vn.
\oeth 98°22'5I"Wed!1 dl.talke to 175.1111014m HI 11 inch r%+ar wish tali manglcd"1-SI
NI kVl 1' ..y
LI
{W)027127.1) 46
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~oath 01°3TU9"Ncst a dr,Iancc of 11.90 feel It, I!'-Itx.h rch.0 Ndl t.y aIa❑1(`c.l 'Ls1
[I'ItVI l".Ct:
i Vnrth NN°53'36"Weal a di,tamc„f 32"list lu I 2-itith Ich;)r NItil C:11,,tawrW "I tit
St kVI Y' .n
S North(NW36'24"Fast;1 dis6mcc ,1'15.71 tivl to In-irkh rrlmr Niih tap gat)lvd'I 11
'M It\'!1' '-1
6 North N9"23'36"West a dl,tarkv nl 259,54 Icd to I?-irkh Rhar Nllh l'tl/llalllptd"I SI
51 kVl1"„y:
7 tiouth 00045.32"Fact a distance of 24.17 tccl to 1/2-inch rchar with cap damped'1 Sl
til.k\I Y'set
N. South 51°15'22"Keq a distance or itim fcvl it,IC-itch rcbar Ntlh cap rlaalptd"I tit
sl IRVI Y'Wt.
9. A4rnN at umc al the RiRAt h sing a radius ol'60.011 fiat.an arc length tit 7D.1N1 ItYy,a rk161
angle of 67.36'35".and a churl Nhich hears%nalh 06°S6'21"Fact a distance of 66.76
fivl It,a 12•inch rchat Akh cap slamptd"I%1 M:RV'I,V"set:
10 South 61°0N'113"Fast a di,tancc of 7.70 lift w 1;2-hMh rvhar Nith tall.lasufmi'I Sl
Sl IRVIN"wl:
I I South 03*20*32"West a dtd,-me w 163A6 Pitt in U2-irxh rclwr N ith tip q.mipr,l'I%t
SI Ikvvy"ct.
1:.North 05.10'40"West a dlslarrta of 6.1.3.1 kvi at 1/2-itch mbar will carp.Lunl>t•d-1 sl
%I IR VI:Y-at:
I.', reulb E7053*46"West a divamc of 200.(N livl trl 1/2-inch rchx„ilh tarp stampcd-1 1,1
Sl!kVP:Y"scr
Id.Nargl 02' 14"West a dtslaocc of 17.70 kxf it,12-irkh rvf-.>'itll t.q,sIanlpcd'I%I
CI'RVKY"ael:
I�.�owt1 M'02.11"Nest a di<uiki o(IN0.71 1'cct to I!?.Inch n•tsu Nidt cap aangrd'I�I
StIRVI:Y'wl
16 Along a cur,c I-,IiK kirbt Im,ulp a radius u1 3375.00 lies.a i,.it Iclttlh o 10.25 1,:,1
dells angle Ol 00°10'26".JFKI a churd%thieh bean South 00°52'33"Fait I JW,mt till
10.25 lewd trI a 1 n irkh attar Nith cap slangltd'I SI ti11RVVV'i;o..ttkl
(3'Sr1027117.1) 47
{W1028962.3} 118
17 wrlh 119a12'4I1"%vol a Jist:xxc op 130.75 W, u.I•`-itxh 0.ixrr with c ll stantyxyl"I.S1
\I'RVI Y"lit In West lim of suid 14 62 wre Irani and oil the East lire of q3j 13).z0:AN
Iraal.
I IIENCL with the N'eu lira tJ and 134 62 acre tract ind dw 1-.asl how of saint l t.~0�krc Ir:xt.
the Iidlowtrig Iwo(:)cout%LY aotl di.4ances
I Along a curve It)tha•I_eh Noting;I rtadiwn of 29t1.43 flit,an arc length of 133.0 liel.a
Jclta angle of 02a3S'23"..wkl a CINMd witlllt heap North 01"25'03"Wevt a dist;nxc of
133.52 Itat it,a I t:-irKh rehar with cap stamped"I Sl 51lRVIN-scu and
North QZN16'14'N ert a distatxe of 11.17.6111 feet It I^_-mch rehu%itit cap W,snlx\I"I`I
St'RVPY,so.
1111 MT owr aryl acnn.%said 114.62 acre tract,llk Ibltowing hto(2)cruse,anJ dIS116kT\
I North 21'43,,;r F.asl a dimancc of 1193.69 Ittt In I h_irKh rOxtr with cap.I.xnpavl 'I\I
SURVEY*sae
.'. North WIN'c7^FAM a d6lami:of 920.16 list to the POINT OF RF.t:INNIW;split
eontuining>0,92 acre of land.room;tor k t%
this project is referenced Iiu all heanxK and taxsrdirtatc hats to the 1 a,wt.Slide I'ktm*Owtim ok-
\hm,Ntxlh Arncricaa 1 OWII1of 19811 NAM I 3U11;1djnamgtty.CttiXr 6�vtn 1d7i1iy.
1)1sl:axrc aI><I area.shown herein are gral vnhlc>n-pracrttcd yn 1 t.C.Sllrev 14-ct.
this lxupertk tkxription was pmpaml lionl an .xl-the-grourlJ %unea perfonttcd Iauk7 Pik
xapan i?it4l Will it acunnp,nred ht a sclxaalc pbI al'ccat Jere.
tE OF tf
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