Contract - Meritage Homes of Texas and Tri Pointe Homes of Texas - 8/26/2021PARTIAL 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
POIIVTE HOMES TEXAS, INC., a Texas corporation, formerly known as Trendmaker Homes,
Inc., a Texas corporation ("Assignee" or "Tri Pointe"), effective as of the loth day of October, 2021
(the "Effective Date").
WITNESSETH:
A. The CITY OF ROUND ROCK, TEXAS, a home -rule city located in Williamson
County, Texas (the "C"), 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, 2oi9
(the "AA reemenP'), 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 ±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 P') 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 ("PhaseIl') 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. 202loo8302, Official Public Records of Williamson County, Texas (the "Phase H 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 ,1 �G�� ,274
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/too 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 78729
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 factor 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.
{W1028962.3}
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 I1.03(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 maybe 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.]
{Wi028962.3) 3
COUNTERPART SIGNATURE PAGE TO
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
ASSIGNOR:
MERITAGE HOMES OF TEXAS, LLC, an
Arizona limited liability company
By: fit�i �
Name: CLUOT 3 5
Title: i%tVtS1aN VIC.0 WESIIiENT
THE STATE OF TEXAS
COUNTY OF T¢ P) IS
This instrument was acknowledged before me on the 0 day of
� u0Y , 2021, by GLUOT JDNt'S , Dwtsiou -wr O twirof Meritage
Homes of Texas, LLC, an Arizona limited liability pany, on behalf of said limited liability
company.
irxr r�' ANNETTE HERMISTON
(SEAL) Notary ID M133033420 Notary Public Signature
7 My Commission Expires
r?ar cf� April 13, 2025
{Wi028962.3} 4
COUNTERPART SIGNATURE PAGE TO
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 116i /1
This instrument was acknowledged before me on the 3' day of
�IA 1A Si— 2021, by3v\J 6'A 14aye-1 , biJis on PAS. of Tri Pointe
Homes Texas, Inc., a Texas corporation, on behalf of said corporation.
(SEAL) Notary Public S' ature
gEal
HRENS5445280on Expires76, 2024
{wi028962.3}
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: eit Pr
Title: "YOK
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on the T day of
2021, by of the City of
Round Jbck, Texas, a home -rule city, on beh of said ity.
(SEAL) �o``1CHS4 11io,,
F Notary Public afore
=Q.
`Z �9�. }Y • y
'• � F t
{Wio28962.3}
EXHIBIT "A"
DESCRIPTION OF PHASE I AND PHASE II
PHASE I:
Page 1 of 6
ase
Land Surveyors, Inc.
ine dooOAadeaoa Sgxme s�f, Sane l0]
Avnia, 7egra 787S7
Oft& 512.3749722
4'um R%Wa 10015100
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 1", 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 88020'50" East (record: South 89005'30" East along the north fine of
the said 81.41 acre tract and the south line ofthe 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 01039' 10" East a distance of 21.40 feet to a 1/2" rebar set with plastic Cap,
stamped "BASELINE, INC.';
2. South 8302950" West a distance of 123.97 feet to a 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.';
3. South 70009146" West a distance of 79.88 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.';
{W1028962.3}
Page 2 of 6
4. South 78005'24" 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 06039'10" East a distance of 170.13 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.';
7. South 83020150" West a distance of 21.62 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.';
8. South 06039'10" East a distance of 159.28 feet to 1/2" rebar set with plastic cap,
stamped `BASELINE, INC.';
9. South 7605337" West a distance of 159.64 feet to 1/2" 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*2945" East a distance of 94.96 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC." for a pond 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 01012'01" and a chord which bears North 6"3'29" 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 19030'30" 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 beats South 70000'20" 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 20029'09" 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 61001'02" West a distance of 44.01 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.';
M1028962.3} 8
Page 3 of 6
18. South 54006'59" 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, atamped
"BASELINE, INC." for a point of curvature;
20. Along a non -tangential curve to the left having a radius of 20.00 fees a length of 2.64 feet, a
delta angle of 7°32'57" and a chord which bears North 57023'23" 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 36°23'04 East, continuing through the 81.4lacre nact and then crossing
through a 3.0 acre tract a distance of 498.32 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:
1. North 54"36'48" East a distance of 143.53 feet to 1/2" rebar set with plastic cap, stamped
"BASELINE, INC.";
2. North 69018'27' East a distance of 47.21 feet to 1/2" rebar set with plastic cap, stamped
"BASELINE, INC.";
3. North 70024'21" East a distance of 54.09 feet to 1/2" rebar set with plastic cap, stamped
"BASELINE, INC.";
4. North 62°24'4U" Easl a distance of 58.49 feet to 1/2" rebar set with plastic cap, stamped
"BASELINE, INC.";
5. South 30031146" 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 03001'04" and a chord which bears South 52012'03" 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 53042'35" West a distance of 409.63 het to 112" 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 370.52 feet, a
delta angle of 22013'56" 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 91.41 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 Williarnson County, Texas;
{W1028962.3}
Page 4 of 6
THENCE South 87041'04" 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 V2" rebar found at the northwest comer 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 W58'00" 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 line of
the 81.41 acre tract the following two (2) comes and distances:
1. North 84021'16' West a distance of 177.68 feet (record: North 8104449" West a distance of
177.68 feet), to a 1/2" rebar set with plastic cap, stamped "BASELINE, INC.";
2. North 88023'23" West a distance of 479.93 feet (record: North 8504T31" 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 comer 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 03030'41" East), continuing along the west line
of the 81.41 acre tract and the east fine 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 comer 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 88057'23" West (record: North 88026'57" 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 comer 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:
North 17020'44" East a distance of 294.02 feet (record: North 19055'18" 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 19.1023" and a chord which bears North 0902T49"
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
I. North 890IT40" East a distance of 130.74 feet to a 1/2" rebar act 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 10.23 feet, a
delta angle of 00010'26"" and a chord which bears North 00052/30 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 89002'14" East a distance of 180.71 feet to a 112" rebar set with plastic cap, stamped
"BASELINE, INC."
4. South 02"WIV East a distance of 17.70 feet to a 1/2" rebar set with plastic cap, stamped
"BASELINE, INC."
5. North 87°53'46" East a distance of 200.00 feet to a 1/2" rebar set with plastic cap, stamped
"BASELINE, INC."
6. South 85010'50" East a distance of 64.34 feet to a I/2" rebar set with plastic cap, stamped
"BASELINE, INC."
7. North 03"20'32" East a distance of 163.66 feet to a 12" rebar set with plastic cap, stamped
"BASELINE, INC."
8. North 61008'03" West a distance of 7.70 feet to a to a 12" rebar set with plastic cap, stamped
"BASELINE, INC."
9. Along a non -tangential curve to the ldH having a radius of 60.00 feet, a delta angle of 70.80
feet, a delta angle of 6r36'35", and a chord which bears North 0405621" West a distance of
66.76 fat to a to a 1/2" rebar set with plastic cap, stamped "BASELINE, INC."
10. North 51015122" East a distance of 16.13 feet to a 12" rebar set with plastic cap, stamped
"BASELINE INC.";
11. North D004532" West a distance of 24.17 feet to a 12" rebar set with plastic cap, stamped
"BASELINE INC.";
12. South 8902336" East a distance of 259.54 feet to a 12" rebar set with plastic cap, stamped
"BASELINE INC.";
13. South 0003624" West a distance of 15.77 feet to a 12" rebar set with plastic cap, stamped
"BASELINE, INC."
14. South 8805336" East a distance of 326.34 fret to a 12" rebar set with plastic cap, stamped
"BASELINE, INC."
15. North 01037'09" East a distance of 11.90 feet to a 12" rebar set with plastic cap, stamped
"BASELINE, INC."
16. South 8802244" East a distance of 195.00 feet to a 12" 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
{W3028962.3} 11
Page 6 of 6
THENCE along the east lime of the 134.62 acre tract and the west line of the Jackie Thomson
Subdivision the following two (2) courses:
1. South O1c3709"West a distance of 774.72 feet to a 1/2" rebar found in the east line ofthe
134.62 acre tract and the west line of Lot 13 in the Jackie Thomson Subdivision;
2. South 01e43'M' West a distance of 159.55 feet to the POINT OFBECaNNING.
This tract contains 69.222 acres of load, more or less, out of the P.A. Holder Survey Abstract
Number 297and the Willis Donaho Survey, Abstract Number 173, both in Williamson County,
Texas.
Bearing Basis: Texas State Plane Coordinates, Central Zone, NAD 83\96CORS
.Qe6cst' 7�i¢esry 0/%712O2D
Robert en Maloy Date
Registered Professional Load Surveyor
State of Texas No. 6028
Fide: 5:1Projects\Cressman Rmch\Does\ field Notes\Cressmm Ranch Homestead Phase 1 &.2 lisle
M&B fa.doc
{W1028962.3} 12
PHASE II:
LILANDESIGN*
SERVICES, INC.
10090 W Highway 29 1 Liberty Hill, Texas 78642
TBPELS Firm No. 10001800 1 512-238-7901 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 12011'04" 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:
I . South 12011'04" East a distance of 763.38 feet to 1/4-inch rebar found for the Southwest
comer of Lot 19 and the Northwest corner of Lot 18, said JACKIE THOMISON
SUBDIVSION; and
2. South 01037'09" 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 88021'47" West a distance of 20.00 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY" set;
2. North 88022'51" West a distance of 175.00 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY" set;
LIL .1N1033 - K I Cti CnvnwdDe ripliens\IlamatcW Ph 3 1 S.d"ca Shan l al3
(W1028962.3) 13
3. South 01037'09" West a distance of 11.90 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY" set;
4. North 88°53'36" 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 89023'36" 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 "LSI
SURVEY" set;
8. South 51015'22" 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 04056'21" 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 03020'32" West a distance of 163.66 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY" set;
12. North 85010'50" West a distance of 64.34 feet to 1/2-inch rebut 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 02006'14" West a distance of 17.70 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY" set;
15. South 89002'14" 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 00052133" East a distance of
10.25 feet to a 1/2-inch rebar with cap stamped "LSI SURVEY" set; and
LSIL:BIN133 - K I C5 ('rtssnanll) SMptions4 Jon,stead Ph 3 1 S.doc, Shed 2 "r3
{Wt028962.31 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 are length of 133.54 feet, a
delta angle of 02035'23", and a chord which bears North OM5'03" 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:
L North 23043'57" East a distance of 893.69 feet to 1/2-inch rebar with cap stamped "LSI
SURVEY' set;
2. North 80008'57" 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 perforated under my
supervision and is accompanied by a separate plat of even date.
Travis S. abor
Registered Professional Land Surveyor
State of Texas No. 6428
Job Number: M4133
Attachments: L:20033-KTCS Cn=mea\CAD\DWGsU,. teed Ph 3.dwg
hiL:L0033 - K I CS Cressman\DescriptionsN lomestead Ph 31 S.doec St., 3 of 3
M1028962.31 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 "Partial Assignment") is executed by 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
"Assfgnor" or "Cressman"), to and in favor of HERITAGE HOMES OF TEXAS,�W. , an
Arizona limited liability company ("Assignee" or "Meritoge"), effective as of the SQL_ day of
c` i2c, 2o20 (the "Effective Dote').
WITNESSETH:
A. The City of Round Rock, Texas, a home -rule city located in Williamson County,
Texas (the"QW), and Cressman 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 " tri ") and a regulatory process
for the development of t174.21 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 ExWbitAA.
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 ("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 12.03(a) of the Agreement, the City expressly consented
to and approved the assignment of the Agreement to Meritage. Section n.o3(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/ioo 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. PartialAssienment 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 1 (collectively, the Assigned Rights"). All
rights and obligations under the Agreement other than the Assigned Rights (collectively, the
"RetainedRi_q t ') 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:
(WOW73o.2)
{W1028962.3) 17
Meritage Homes of Texas, LLC
Attn: Elliott Jones
892o Business Park Drive, Suite 350
Austin, Texas 78759
3• Reoresentations of Assienor. 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 Assignors 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.
4• Delivery to City. Pursuant to rt.o3(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. Headinxc. 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. 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 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.)
iw'o944730.2) 2
{W1028962.3) 18
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
ASSIGNOR:
CRESSMAN ENTERPRISES, LP, a Texas
limited partnership
By: Cressma Ente rises GP, LLC, a Texas
limited,' i,ity pany,itsGeneralPartner
By:
eott Cressman, Managing Member
KATH C
L
tt M. Cressman, Agent (Attorney -in -Fact)
THE ESTATE OF MA#VrN R. CRESSMAN,
A/K/A VIN HARD CRESSMAN,
DE 4 /l
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]
iWo944730.21
{W1028962.3} 19
THESTATEOFTEXAS
COUNTY OF *4114 o}h w§
This instrument was acknowledged before me on the,,` day 2o2o,byScott
Cressman, Managing Member of Cressman Enterprises GP, LLC, a Te limited liability
company, General Partner of Cressman Enterprises, LP, aTexas limited partnership, on behalf of
said limited liability coTW and limited partnership.
(SEAL) =*j= *_ Notary Public Signature
THESTATEOFTEXAS §
COUNTY OF Aw 11444/§ §
J-
This instrument was acknowledged before me onthe� dayof 2o2o,byScott
M. Cressman, Agent (Attorney -in -Fact) of Kathryn A. Cressman, on be if of Kathryn A.
Cressman.
(SEAL) _ Notary Public Signature
y44i�j"1T1��``
41UMIU\\�
THESTATEOFTEXAS §
COUNTY OF Rs §
This instrument was acknowledged before me on the/ S day OLA—�- 2o2o, 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) ,g * Notary Public Signature
till 4
(WO"47302) 4
{W1028962.3} 20
PARTIAL ASSIGNMENT OF CONSENTAND DEVELOPMENT AGREEMENT
MSIGNEE:
MERITAGE HOMES OF TEXAS, LLC, a
Arizona limited lliiabili ny
By: !�✓
Name: U1 a..-J��y._,.]ffFW'
Title:•�4?i�
THE STATE OF jtvAUS
COUNTY OF Z-rn v�
This instrument was acknowledged before me on the V5 - da of
,"Sn n, n v 2ozo, b a °""`
Y
Lj Y �1li--m ,�ausdPYS, s •ram of Meritage
Homes of Texas, LLC, an Arizona limited liability company, on behalf of said limited liability
company.
(SEAL)
�:w,; ELIZABETH Mid
PWIC. SMCOmm EaD-le30Nomy IO 131
{WO944730.21
6412 JAB /d i%. IA —
Notary Public Signature
IW1028962.31 21
W4106
CONSENT AND DEVELOPMENTAGRF,EMENT
(W0944730.2)
{Wi028962.3} 22
T 1E STATE OF TEXAS '
COUNTY OF TRAVIS
COUNTY OFWILLIAMSON
CITY OF ROUND ROCK '
L SARA L. WIIffE, 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 I& day of
May 2019.
SARA L. WHITE, T
CITY CLERK
fWt028962.31 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;
ROUND ROCK MUNICIPAL UTILITY DISTRICT NO.2
(WOU1151,14)
WOUI Ii1.DOCX
{W3028962.3} 24
CONSENT AND DEVELOPMENT AGREEMENT
This CONSENT AND DEVELOPMENT AGREEMENT (tbis "Agreement"] is
by the City of Round Rock, Texas, a home -rule city located in Williamson County,
Texas (the "gait "), and Cressman Enterprises, LP, KatluynA. Cresunan, and the
Estate of Marvin R. Creasman, a/k/a Marvin Richard Cressman, Deceased
(collectively, the " mer"). Subsequent to its creation, Round Municipal Utility
District No. a, 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 "D' 'c ), will become a party to this Agreement
The City, the Owner, and the District are sometimes referred to herein as a"Party" and
collectively as the "Parries".
L TatKjtt9
WHEREAS, the Owner owns approximately 174.21 acres of land located entirely
within the corporate boundaries of the City (the "Land); and
WHERAS, the Land is more particularly described by metes and bounds on the
attached ExMitA and its boundaries are depicted on the concept plan attached as
Exhibit B (the 'Concept Plan"); 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 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 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 Imvrooements"); 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
(WO881151.14)
{W08811y.14)
(WI028962.3) 25
Code, as amended; the rules and regulations of the TCEQ, as amended; and applicable
state and federal regulations (collectively, the "Applicable Regulations'); 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 authorized 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 -role 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
Section t.oi. 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:
AMEcable 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.
Qity means the City of Round Rock, Texas, a home -rule city located in
Williamson County, Texas.
City O 'ection is defined in Section 7.o2(b).
GSty Manager means the City Manager of the City.
(W8881151.14t
(WO881181.14)
{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.
Co means Williamson County, Texas.
Developpr 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 o.os below.
District means Round Rock Municipal Utility District No. 2, a political
subdivision of the State of Texas to be 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 orcontract 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 9i° day of May, 2019.
Land means approximately 174.21 acres of land located in the City limits, as
described by metes and bounds on Exhibit AA.
Owner means, collectively, Creasman Enterprises, LP; Kathryn A.
Creasman; and the Estate of Marvin R. Creasman, a/k/a Marvin Richard
Creasman, Deceased, or their successors and assigns under this Agreement
Reimbursable 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 Projects means any road projects or improvements in aid of such road
projects that the District is authorized to undertake pursuant to Article Ill,
Section 52 and Article XVI, Section 59 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 Distrito. The City acknowledges
receipt of the Owner's request, in accordance with Section 54.016, Texas Water Code, and
Section 42.042, Texas Local Government Code, for creation of the District over the Land.
On the Effective Date of this Agreement, the City has approved the resolution attached as
JW0831151.14)
(wo9811SL14)
{W1028962.3) 27
Exhibit C consenting to the inclusion of the Land within the District (the "Consen
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.or6, 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 Agreement 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 3o-day period, then (after notice and opportunity to
cure) the City may terminate this Agreement and may repeal the Consent Resolution.
Section 2.oz. District Bonds. If the District fails to approve, execute, and
deliver this Agreement to the City as required by Section 2.02and 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 2.041. Reimbursement Agreements. If the District fails to
approve, execute, and deliver this Agreement to the City as required by Section 2.02and
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.
Sel:60n2.os. Intent of Parties Related to Allocation Aereement.
Under Section 54.oi6(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 Cityand the District. The Parties acknowledge
that the provision for an "allocation agreement' under Section 54.or6(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.o16(f).
ARTICLE M
WATER AND WASTEWATER SERVICE
Section R.or. 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
twasa1151.14i
(w088115L141 4
(W1028962.3) 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
Sectiona.ot. 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, t00% 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 finallocation 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 4,02. 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 Contributfon Can") 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 he payable with respect to the Land; and (ii) if the Owner elects to pay the Citys
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
PARKAND RECREATIONALAMENITIES
Section s.ot. 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 theApplicable 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.
lwoan isi.ui
tw08e1151•141
{W1028962.3) 29
ARTICLE VI
DESIGN, FINANCING, CONSTRUCTION, CONVEYANCE,
OWNERSHIP, OPERATION, AND MAINTENANCE OF DISTRICT
IMPROVEMENTS
Section 6.01. Design. Financing, and Construction. Unless otherwise
specificallyprovided in this Agreement, the Developerwill design, finance, construct, and
convey to the City on behalf ofthe 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 6.02. 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 Cityrs 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
AUTHORTIY TO ISSUE BONDS
Section 7.ot. Authority to Issue Bonds. The District may issue Bonds only
aspernrittedbythis Agreement. The DistrlctmayreimburseaDeveloperforexpenditures
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 ofland, easements, works, improvements, facilities, plants, equipment, and
appliances (including capacity or contract rights to capacity in any of the foregoing)
iW0881151.14i
(w0981151.14)
M1028962.3) 30
necessary to:
(i) 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 54.2o1, 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 7.02. Cfty Submittals: Objections.
(a) The District agrees to give written notice to the City of its intention to issue
Bonds as follows:
(1) If the District intends to issue Bonds that requireTCEQ 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
(WORS1151.141
(WoBen53.141 7
{W1028962.31 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 (3o)
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 bytheDistricesfinancial 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 dosing 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 dosing
date of the Bonds;
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 Objection"), the City shall have a period of thirty (3o) days after receiving the
(W8881151.14)
1Wo881151.141 8
(W1028962.3) 32
information required by Sections 7,o2falft) or 7.o2(a)(2), as applicable, and a period of
ten (ro) days after receiving the Information required by Section 7.o2(a)(a) 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 Cityobjects to a Bond application or issuance, such City Objection must:
(a) be in writing; (b) he 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 (3o)
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 %0% Bond Limit Amount. The total amount of Bends issued by
the District, excluding refunding Bonds, shall not exceed $lq,loo,000 unless approved
by the City.
Section 7.o4. Terms 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 dosing 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 home 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 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);
iwsss1151.141
(woas,u,.u)
{W1028962.3) 33
(4) The District shall reserve the right to redeem its Bonds not later than
the tenth (tom) 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 (15m) 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.os. 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 VII 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.
Sectlon 7.o6. Limit of City's Liability. Unless the City dissolves the
District and assumes the assets and liabilities of the District underARTICLE VIII below,
the Bonds or any other obligations of the District shall never become an obligation of the
City. The Cit7/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 VM
,UTION 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
Land. Upon dissolution of the District, the City shall assume the indebtedness and legal
obligations of the District to the extent required by law.
ARTICLE I%
CONCEPT PLAN AND DEVELOPMENT MATTERS
Section o.oi. Phased Development. 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 lands or as open space land.
Section 9,02. ConeW Plan. The City hereby confirms: (i) its approval of
the Concept Plan, and (ii) that the Concept Plan complies with the City's General Plan, as
amended. The City approves the land uses, densities, exceptions, roadway alignments
(W8881151.14)
(W0881151-141 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.oz. "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 Land 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 oO a"Developer" under this Agreement as to the portion of the Land described
in the notice.
Section o.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 land 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 Land 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
applicableto 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.
Sectionu.os. Term ofApprovaL4. 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 4.o6. Amendments to Concept 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 fund (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
(W0681151.141
(wo9au5u4) 11
{W1028962.31 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 o.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 0.08. 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 Districtwill 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.
Section o.00. Manufactured Home for District Elections. 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 0.10. 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 10.01. Authority. 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 11.01. 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.
(W0881151.141
(wae81151-14) 12
W1028962.31 36
Section 11,02. Termination and Amendment by Azreement. 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 ri.oa. Assignment.
(a) This Agreement, and the rights of the Owner hereunder, may be assigned
bythe 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 Cityrs 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 11,04. Remedies.
(a) If the City defaults under this Agreement, the Owner or the District may give
notice setting forth the event of default C' ce") to the City. If the city fails to cure any
default that can be cured by the payment of money ("Monetary Dfault") 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 orterminate this Agreement; however, any such remedywill not revoke the
City's consent to the creation of the Distrito.
(b) If theOwner defaults under this Agreement, the City orthe District maygive
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
lv0831151.141
(WO8821SL14) 13
{W1028962.3) 37
terminate this Agreement; however, except as permitted by Section 2.02any such
remedy will not revoke the CiWs 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 4s 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 attorneys fees, expenses, and court costs from the non -prevailing
Party.
Section li.p5. Cooperation.
(a) The Parties each agree to execute such further documents or instruments as
may be necessary to evidence their agreements hereunder.
(b) The City agrees to cooperate with 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
MISCELLANEOUS PROVISIONS
Section 12.01. Notice. Any notice given under this Agreement must be in
writing and may be given: (i) by depositing it in the United States mail, certified, with
return receipt requested, addressed to the Party to be notified and with all charges
prepaid; or (ii) by depositing it with Federal Express or another service guaranteeing
"next day delivery", addressed to the Party to be notified and with all charges prepaid; 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,
unfit changed as provided below, be as follows:
CITY: City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Atm: City Manager
(Wett1151.14)
(WO88U51.14) 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, Texas755oi
With Required Copy to:
And Required Copy to: Meritage Homes of Texas, LLC
892o Business Park Drive, Suite 35o
Austin, Texas'78759
Attn: Elliot Jones
DISTRICT. John W. Bartram
Armbrust & Brown, PLLC
too Congress Avenue, Suite 13oo
Austin, Texas 787oi
The Parties may change their respective addresses to any other address within the United
States of America bygiving at least five days' written notice to the otherparty. 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 t2.o2. Severabiliri. 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 he 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 t2.oa. 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 12.01. 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.
Sectiont2.os. Entire Agreement. This Agreement contains the entire
agreement of the Parties. There are no other agreements or promises, oral or written,
IWa881151.141
(W0681151-14) 15
{W1028962.3} 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 12.o6. Exhibits. Headines. Constmction, 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 thisAgreement are for convenience onlyand do not enlarge or limit the scope
or meaning of the paragraphs. Wherever appropriate, words of the masculinegender 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 wally 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 22.07. 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 he deemed to
be the neat day that is not a Saturday, Sunday, or legal holiday.
Section r2..o8. 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 12.00 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 ' or
maieure" 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 Taus, 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 Parry claiming such inability.
I W0SS1171.141
iwu881151.14S 16
{W> Oz896z.3} 40
Section 12.10. 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 tern herein may be used
in its singular or plural form whether or not so defined.
Section 12.11. 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:
ExhibitA- 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
IN W1TNE.SS 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.)
(W08a1151.14)
(W0881151.141 17
(W1026962.31 41
COUNTERPART SIGNATURE PAGE TO
CONSENT AND DEVELOPMENT AGREEMENT
CITY OF ROUND ROCK
By:
Craig Morga" ayor
Date: 15' I • III
THE STATE OF TEXAS
COUNTY OF WILLTAMSON
This instrument was acknowledged before me on , 2019, by
Craig Morgan, Mayor of the City of Round Rock, a bo1nme-�rule
'c�it(y on behalf of said City.
1'Vtr Vllf
Notary Public Signature
(Seal)
T, U11' wq
{WoaeH51.14} t8
{W1028962.3) 42
COUNTERPART SIGNATURE PAGE TO
CONSENT AND DEVELOPMENT AGREEMENT
CRESSMAN ENTERPRISES, LP, a Texas
limited partnership
By: Cressman Enterprises GP, LLC, a Texas
limited liabili company, its General
Partner
By: t ,h i%ltr�c�
Scott Cressman Managing
Me
Date:
KATH TA.CRES MAN
I
Scott
M. Cressman, Agent
(Attorney - Date: I_ l
ESTATE OF MARVIN R. CRESSMAN,
A/K/A MARVIN =Cdze
AN,
DEC D
Scott Mark Cressman, Independent
Executor of the Estate of Marvin I-
Cressman, a/k/a Marvin Richard
Cressman,/Deceased
Date: J~-/�6!
[Notary Acknowledgments for Developer on Following Page]
f W0881151.141 19
(W1028962.3} 43
THE STATE O^FFiTxAS
COUNTYOF WItU�L
This instrument was acknowledged before me on the tAday of �� ��a , ,,. 201
by Scott Creasman, Managing Member of Creasman Enterprises GP, LLC, aTexas limited
liability Company, General Partner of Creasman Enterprises, LP, a Texas limited
partnership, on behalf of said limited liability company and limited partnership.
(SEAL) rasFrnFmr+aFss gk"
amunrusuc-STAn�tFZAs NotaryPu licSignature
iolrPmsP�P
� Ccmenian Emma ar-ro-m21
THE STATE OF TEXAS
COUNTYOF GJQWOL
This instrument was acknowledged before me on the � day of 2ot9,
by Scott M. Cressmaa, Agent (Attorney -in -Fact) of Kathryn A. Creasman, on -behalf of
Kathryn A. Creasman.
KAST A
(SEAL) NOTARY PUVA-S�� Notary Public Signature IU! V1P15l62
!Ay [amm�ndoo E¢Irtf 07-10J�t
THE STATE OF TEXAS
COUNW OF�
This instrument was acknowledged before me on the R day of tot ,
by Scott Mark Cressrnan, Independent Executor of the Estate of Marvin R. essman,
a/ a Marvin Richard Creasman, Deceased, on behalf of the Estate of Marvin R.
Cressman, a/k/a Marvin Richard Creasman, Deceased. /� �pI ' o �,
K4SEY P FQWAtIUS ' Aa A,,w" �• Y i lA)AV) '
(SEAL) aorasr Fuauc • starF eFTFYAS Notary Pubic signature
W /1fl2t596-2
aYCaambilon E,P..... .9 b4P21
I W¢881151.14) 20
(4Vt028962.3} 44
COUNTERPART SIGNATURE PAGE TO
CONSENTAND DEVELOPMENTAGREEMENT
MUNICIPAL UTH.rrY
Qf1ml
February 13, 2020
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
President
This instrument was acknowledged before me on :i',1p1,�� 2020, by
Reynold Bella , President of the Board of Directors of Round Roc1 Municipal Utility
District No. 2, on behalf of said District.
'_ 9MAM z Not Public Signature
(W08e115144) 21
{W2o28962.3} 45
Metes and Bounds Description of the Land
(attached)
(WORSI151.14)
(WO881151a4) 22
{W1028962.3) 46
Page l oC l2
E
inE GAdenabw ;
r%stT, ,I.f1no7c. .
GlenN"
Ln tb7
SOO151W
BEING 17421 ACRES OF LAND, OUT OF THE WE.ITS DONAHO SURVEY, ABSTRACT
NUMBER 173 AND THE PA HOLDER SURVEY, ABSTRACT NUMBER 297, BUM IN
WIWAKION COUNTY, TEXAS AND BRING COMPRISED OF THREE PARCELS:
PARCEL. ONE BE9401035 ACRES OF [AND AND HELNGA PORTION OF 134.62 ACRE
TRACT OF LAND CONVEYED TO CRESSMAN !ENTERPRISES. LP. BY INSTRUMENT OF
RECORD IN DOCUMENT NUMBER 200350311 OF THE OFFICIAL PUBLIC RECORDS OF
WIL LIAMSON COUNTY, TEXAS, THEREIN DESIGNATED AS `TRACT 3 AND ALSO
BEING A PORTION OF AN SIAl ACRE TRACT OF LAND CONVEYED TO CRESSMAN
Ei4I'ERPRISES LP, BY SAID INSTRUMENT OF RECORD IN DOCUMENT NUMBER
2003063811 OF THE OFFICIAL PUBLIC RECORDS OF WIL IAMSON COUNTY, TEXAS,
TrvWJN UHSIG'NA'1'EU ABSTRACT li PARCEL TWO RED70 A 9.77 ACRE TRACT OF
LAND OUT OF SAID 81.41 ACRE TRACT; AND PARCEL THREE BEING 209 ACRES OF
LAND CONVEYED TO CRESSMAN ENTERPRISES, LP. BY SAID D4bMMIE'IT OF
RECORD IN DOCUMENT NUMBER 2003mm 11 OF THE OFFICIAL PUBLIC RECORDS OF
W111.I01SON COUNTY, TEXAS, 17MEN DESIGNATED AS '°ENACT T'. AND BEING
MORE PARTICULARLY ARLY DrMMMED BY MHTES AND BOUNDS AS FOLLOWS:
"PARCEL I" DESCRIPTION (16235 ACRES)
a Xl= DI0 at a ea lead cuFOIN inlhr a Seen
Te= y Iffil acmnae, cmd in the ran Bm ,
a gA 51 a r u O rdlmd anrJ, Of m thv 5dm ut Tams by Itntmrrmm herecord in m r',fiVernon ]970,
ISge S15of to.b. fieneRaoMeof Limo the 34.62 a Tv+e, ku d bdmgxin eceal Pan T', Rom
whicha re ust fmm4in thewan14-W n dim am 315na and.f(rinolNongm20'05' of the mid
Wort, deco tone-hats30f- 02°Od'1-0" Waat xdlndmeof )35 30 fat (rtro�dNenh U2.2b'05"
W rn i dimvce of 33.5530 &ri;
TRENCH Nvnh SWDTSTTE vu aosft through the 134.62 xro ma a dee anwvf 1313.R feet to
mladated mint being in thaeaulim nt the 134.62mm Vaal and [heave Rae eE bt 2l in the
Revor sof W.i henso* inbndaubdivime olawrd in Cabio4t i, S1i0es94-96. of U,o PW
Records of Witlnst�v Cnurtry, Tasxc;
THENCE South 12'11'04" Fmt(rccad South g97i'PdM)dnng the eneRm of the 134,62 eaa
tron and lheweu Gveafwd lacHe TMavisun Sdbdivfelon, s diRavaof 76338 fw (mmvl i6TDH
faQ hea 12" rebuGwM fw tlrcevmhwrsC rnrneridim 19,1xUc Tlramam Subdivision, aml
heivgdm vvnhwn4 uuner uClnt 1&dackie Tlwseisau Subdivisbq
TliENCEabngthe eau ImnuJllm 13A62 actr hart and thewast Gmoi Ihelukie 7lwmidm
SWAivision the fvDaxB[ig lwv f2)cwuaca:
t. SaWkUli7'07'WoAadi4dnra ofll3d,34 Pce[(secrrd: South W°l3'1}"WeM ediaWxe oP
173d3U faN}ba la" *rbm set with pbslie rapstNnped"ILASE}INE, WC.^,
W.bi1'A"
(W01SI151.14)
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{W1028962.3} 47
Page 2of 12
2. South BNTW Wah atib ttow of 159.35 fat (temJ: South O4°20'29"West adLNaxe of
15957 kd) b s I(2" ebor fruw l re the souahwcst miner Mlo[ 13,1wkie Tbootican
Suhdivisintu ehW Mrgin Ne hwaN lira of aziJ ei.41 ntao tmw;
THENCENmth88'20'50^Fast(tccmd South 8M'30"FAat),alnngt1hc nanh Haworth. OJAI
�aehadand butt) hlint nb=fou foundfen-
walunst cvgitrofsadnga a.iautwa af564.onfeet
(tewsd:564.63 ht) a 1/2'aabm hound twthe mWtrm[ aanerM�aid Im l3.Ixkb Thomffian
Satdivlsma and IhcmwhaMal mrareLlwt iF,lxkie TMundstm 8uhdivhdnn,aad mnJ--ingtN+ng
the aelh 8 u of Ne f 1.41.caches ee de 043. 6 fed)
to a lout x1ar round
fie; icon SurdiYLtian
fa a r(It "JAIad I044.14 feel (re4md: IOA.M Fed) b a 122 rchea fewntl ti dw rwnMast
axndnfthe81A1aaa ox4 oFa75.074a astcset or orLou12,yodwito(7% o FlounSbdviswa
a�ohdng the suwhweacandofn 75.074ace hued of land convoyod m IM C"pY M Hound Rack.
Tamabyhmmrnn Texa%- inO being
one9024 MIM10 Amintiwfland of
conny.waik CY, Terri, antlaho Being Bw nonhweal t d rec ro 71.110 sae tawaf land
toa9ycdbthe City f illial 0canaaaT in%mmcvtetevadn,ula oleM flftha aE
the Official Htamrlaad WWdaaraa t5wnty, Trnan, nni Ibcumm Namfrm 19$9006727 of the
Official Bacotds of Wii inuesmt County,Taaaa:
THFNCEaloagdM cast lincof the 81.41 am tactual the want line Maid 71.110 Am tract the
fidgwbg faw(4jwwsea:
l.SooNW74'09"F"adiu2=of3S6.63foei(n=ttl: 8owhgl'5920"Westadislanceof
359.79 heat) ba KP few found;
2 Sa41h 00'37'36"EastadisbnaM19030 fect(hawrd: Svnth 01"38'49"WatadlavhwcoF
190.30 EwQba 12' -tau edwfN ptuvlw cap, sampeA "BAS£LlNB, ldYC.";
3. Sawh 00°4B'2'Y'CadadxtaaaM lA'L43 ktt(raraml: South 01°d7'S7"W-Na divarvz of
t62.84 ku)W a Ig' elsar Found:
4, Stuart 00°39'14"EWA bisnrca of 227.39 fM(rtwrd Sash 01.57'ST Wmt adiscateof
22730 feelw a llr retarw whh pl"ic mp stamped `BASFLME, MC" fm a poim of
<urwtuw is the taq IitenfdM 81A1 sin tadand Ncswa liunMa Jhe 71.110 xm uvcC
THENCEaossing through IM 81.41 acre tact the k0aavg trace (3) nnascc
I. Ahmga urgcndalmrvcmtM JgM. havivga adios of ll8N.86 hx1 (nwM: 1009.Mfww),
o hmgNaF 1371.47 fad(heewd: 1371.497f1w),a dellasngla of 77°48'044" (aced:
77Y8'44' � std athaN Which ban South Sri S"10" Weat a d'wlaaa of 1268M fact
(rewrd: South 38'15'IW Ww a diatwla of 126SA52 feet) In a I Mtar set widh plastic cap,
s rain"BASIMMH,MC
2, South 77W) Wow a diemnte or 34951 feet (.of: Su nth 7T08'l 91 Ww a dLslanta of
349.55 feet) b a HT mbar set widh plastic eaµ snmpcd'BASELME, INC." for apvintvf
nhrvaarc;
3. Along-wnganWwrvawdM bR. hovioga radius a[93S.00 fa1(awN: 953A0 fed},a
length of43081 rwt(emM 43(1.81 feetba daha anglonF2s-SOa7"(,r®d; 2fi°s0'19" ),
mdachod whdehbaa Saga b4'll'S4"Wdadiatmw d[427,16 kd(taoM: Senh
64-d3'dd" West adbmnwof4T71S1 Ixd)toa 172" wtnrutwiN pdasdd aµ at°°Oed
Ea. W'A'
(W0ES 1151.141
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{W1028962.3} 48
Page 3 or 12
THENCE South 87"40'59" Want (annual South 99"42.01" Wa40, along the South line of the 81.41
sea,md, a dnuam of83.61 lean (Mcard:84.07 font) ma V2 mtuf found far dansomhwcm co a T01
the R1.41 ame can and being in flue east Iiran of W 29, Bbek➢ Ugcnts NII-91 Sermon 2, Phme
4; a mhdvhhm of moad in Wwnent Numbcr 2NO074432 of the Official Public Rwords of
WRGamaon Comedy. Temeng
THENCENos0109"53'00' Fast (me.,& North 12"34'57" Esgm , along fhe unst lire offhc 91 At
acm lea and flan and than, of said Block E, L4pr& Village Soc6nn2, Phase 4a distaow of 1163.69
fag, (ocatN: 1163.76 feel)wa Ill unbar 5mn1 for do vonkebrwrcea o/ Ind 9A,➢bcte E, legenih
VOIW Srrnnn 2, Pl.4;
THENCE walla. along she west Ica: of the SIAI acre tract and den audt live of Black ➢, Legends
wi6ge Section 2, IOux 4 the folio mg tang,(2) courxla:
1. NodhkW21'16"WowadW..fl77.08fcd(.x d: Nenh Bl'44'19"Weitadiahncv
of 177AR fcad one 1/2"mharsel withPkenk caX smmPed"HASBIJIMP. INC";
2. Noah M'UW'Wmadiatancc of479.83 fat(.,d: Noah RS'47'31"Wotadisiertm
of 49D92fmt) b a llr mbarfwrrd in the acmh fl m of Ian 10, Block Fa hegcnk VBlago
Socekm2, Plmso4,audbdgthebewhear2essrnYoffat7,Black(a Ug ub VBwge
Seeilone Phase3,a R)i. kvart,(rcasdhe➢ocumcot Numbs 2011RBR590of tho Offidal
Pubi"m Re,»NnNW07unwm Chanty, l'canr
MMNCENonh UW5Y17" East (mcmd: North 03°30'4i' Ena-tj, aamfnubg alone Dan carat line of
ono RIAJaemu ud0weaetineofsdd Black G,Lxgends V01age Scdion2,Phase3,adisunc4
of 439.27 Fact(recnd: 43945 raes)Ma Ill° rchurtouoal far the aerthvmVwmanfdm 81A1 w
ham, beivgin the ssauh Ifneof the Y3d62 acm Ina, art aho 4ingthe oonheasr writer of Id 1,
Dbek 0.Iegctals Village Section 2. Plane 3;
THENCE SPUdt W57'23" Wcat(lamN: North 88°26'37"West),-1on9 dan awth line off-
13462atxbastand the rm bEm of Bbak Q,Lego.& Yiltapscainr 2. Plum 3, n duranw of
6W..49feet loewmt:599.50 foct) ro a Ur ocher band fa the soathw aunm of the 134.62ounce
trap, being the mMvnstwomr of Led 14, Block 0, legends WLabv Section 2, Piene 3, and also
being to the emu lire of ft33.302 acre man;
TI IENCEabng Ifs weal tint of the 134.62 one tray and the gnat San of the 33302 amc tram the
fvibwing th. (3)weuws:
1. NaNt l7°20'4d"Fmtadiatonwot29dA2lat(mcard: Narih 19°SS'1R"Fasladnuocc of
2V3.75Iwgm a V2" rchv fmsw Ina pulnl o[curvawm;
2 Ahmga uagem¢I wove mdan 1A haviaga rwhusof2954.43 fat(ocmM: 2954.43Im1),a
lengthof1122.13IM(reimrk 1124.02 fmQ,a Man angle cf2l"45'4r;nd a chord which
RamTfaM�%0'07"fastarBsuoral of ll15.40 fen (ran-rd: Nadhog73'52"Fist.
datunce of 1117.25 fiml) to a Ill' nlwrssl wW pudic caP, stmnfud "OASElINQ Ih'C:
inra pvtm ofmngemy)
3. lrcarm oz'fw'14" wens(,woe-Nanbf72U'05"wat},Passingat aauunm of 1031➢2
fed a Jfl" Wit pia fuuntl, and wndnuing fore aabl dirtana of 1399➢6 feet (sewN:
1399,D5) n a Itt• reNrfoand far0m POB4P OF HH(31NNW➢ of"PARCF.I 1".
E,dbt"A"
(W0981151.14)
(WUBBI1S1.141 25
{W1028962.3} 49
Age 4 of 12
The Itact maim 16235 ease of laud nwme fuse, autof the P.A. Hutch Sorscy,Atrstmel
Numbd2W to Walmmrna Coady, Tens
"PARCEL 2- DESCRIPTION (9.77 A(.'RES)
BEG'M Mda 12- niter ad vrFh plastic cop Mutated 'BASELINE, WC.- III Ile taut line of the
St At am van and also being in the wetl tied of a9MR acre Ina of land wrwcYcd to the CRY of
Buond Red.Toxmby team meetafrsed laDr+wmem Number M14056M7 the Ofi.WPublic
Rewrm of W0lmmma Cad y,Tmm* from whlch a 12' mbar sound bew NaAl W40'= Warta
dinan¢af 153.40 Aid (record North 01455%r siesta durexe of 153.40 kclQ
THENCE South 00'40'22" Ems (record: South 01-55'02' Wen), Wong Mn eat wwaf the 81.41
eatandmNthowant live ofsaid 9.758acm tract, s dWst of2A9AS lee(imod: 249.48 fed) so
a I2'rebrrsd with plmte cap, nampd "EASELINP INC.',
THENCE South 01+24'3T' Ew (reeoed: South 01.10.47' Wed),antimingslong the east lion of
101.110
01.xm mn,theumdl 11. the 9.25Retas uatiad Islewm Imacrthe,cmWI. Ma
I7614Iasae 1 or waveydwIle City ofWiRa tax, Term by ImtmmanofrotaN in fed
horic
17(ll,Age a5I of the official Rccmdsof W11Eavuw Cwory, Team, a didance o13aEB5 feel
(mmd 1(d.79 fat) to • 1""uen pipe @vrW fm awumeast auneraf the 8lal sae Ina, bring the
fwinIt sae nunofWd wun 6Luhry Mitclvdlad(boulc
Mitchell by indame+u Of record in 1aewecm NUMboF 199M498 orthe Official Public Rramd+
of W0liatmn Goody, Tend;
Tf EMU along the south One of d"IAI acre mct od the xnh and ass! Ilx of said 10316 acre
briathefollawing rwa (2) manes.
1. Swd8970'10'39ed adia+arse of7g11.21 fari(raad: Sowh J7'06'37-Wcvu6stwcc
of 7W.37 fen) w a611D nab fwod in the approaimaw oenwriirc afan ugdiah Jme,
2. SoAIIQI7'24-Fmtedisfarceof5W.O3fmt(meord: South Og'40'Fmtediscameof
50098feet)wa WDh frond in [be
e e tm,%.ircofnidegphandrive,c u
Ire south AW .ur c, of
fhaad wmao7 the ft Gees Ra. adak. befog the uMirc-int sf of
fncr
ro !ioCenuaaNrndw01402iftyed wIto City oficia Public
Tenn by Wwabec,
Cowit in oma n d Nmnha wn a R7063 ueof 0la id "A'%Poblic Rswtds of WiOiofmun
Cowry, iema and herein kmwv • Reference Paid "A';
THENCE actinic aloof the south six of The 91 At oae uacl and lid xnh liar of Wit 4,6W acre
i na rise ftdlowing ecsmn (7) amtsm
1. South W51'39" Westadiatanm fed (record. SaahilligV43"Wectadiv.
a125GAR fw)wa318mbarf r4
2. Nmlhg2-42'31'WWadL, naofl4260fm(mwld: NoabMTWatadi%vm..f
1427011ca)waUabiofooad
3. Nada56°37'UTWen4davotceof69.36fed(rawd: Nonh56'06'Wa4adwmb;gof
69A0f d) wa &r rdar fwmq
Exhibit'A'
(W038L I51.14)
(WO881151.14) 26
{WI028962.3} 50
Page 5 of 12
4. North 2VI9'I7' Wat a domes of65.01 Real (oned: North 25*46' Wet a ddiarce of
6500 kd) he a cesureapmdle adib Washer Newt
5. Ncnh0l'48'42'Westedu� .*fl36.7&fM(m ed: Nadi 00°48'90"Fan adizmrxe aF
137A0 f:W) m a W afar found;
(i Somhg7°59'46'Westadislmccaf$7.93fccl(ramd: Nedh89°II'30"WatadirWceo17
SR.W fa4)m a3Ri"rthu round;
7. North 11'15'31" Wage distance of 140.43 fw1(Iecmd: NON10195'32"Westadieancc
ar 14643 fm1) m a 3/g" eemr 6mN: Lmv which a 1R" eehx found hears N nth 1 I-1511"
West a dmesmof79.13 foe (roan: Nash 081912"Wala dsstmueof79.20 fdoa
THENCEccaming through the 81A7 ease rmet thefo0owiog three (3) courage
1. Abnga Rom Wgadoicmvemlhe dgM,hevingaraBar of 1020.OUfea (rmnd: IOID.00
femh a Ieugih nfA37.93 for (rceud: 437.93 fw).a delta eagle of2475'SV(mouMt
2A".35'S8")anda ehosd which Imus Nadh64'S1'23' Rest s dig. -of 434.57 face (tramd:
Nash 64°49'35' Fos! a diseases o1435A1 feet) ma V2" sebarmt ailh pk,Lic ayr.smotprd
'R3ASEIJNE,)NC.":
2. Non677'O9'22Fauadimmatot"491cel(momd: North"-0919"Eisead'omnced
g4A9 ka) ba VL^ rhm act odor Plgadc aR senmped "HASEI,INE, T'C." fora po'vR of
rurvoturG
3. Along a mgtanpritial serve in the kfg Ms4ega radius of 3140.00 Rate (round; 1I40.00
for), a irargm of99818 6r4(rood: 9911.18 fie4 Edelm grille of5P10'04" (ruord:
t0WMachaNwhichbun Nonh52'POad of966.60(rxud: NorAt 5rO1'0Ema rOdaaee uf966.69 fM}mthe POINT OF BEC1WftC.
This i a contains 9.77 seas of lond,nmm or ks%mi of the P.A. HONer Sunoy, A6straa Heather
297 is Williummn Oaamy, Tasac
"PARCEL 3 DESCRIPNON" (209 ACRICS)
COMMENCING a! the a6eesaid Reference Point "A";
THENCE South t VI 1'27" Eat (record: South 06°46' Fort), along the rase line ofseid 44M sue
,regard the Use of the 1U516aete nano dL I.of 28.841bet ma 69D ag Round forebe
godson groer of aid 2R9 gao Rost being$be southeast goner of the 4.tW are Insa for the
POINTOPBPAWNING.
THENCE South I II S'U2 Eml(raord; Sash OP40'Eon), amng the eon lire oftho 2.09 acre tree!
and the west Rneof the 10.516 sere names wed the coat line ofa 6.16 acre tmmof land convoyed b
RA. Weirs by insbuaxrl afranN in Volumes, 617, Page 912 of Oa Deal Remtds of Wlgamean
County, Texas a dintaau: of 179,22 fat (rrmed: 17927 hoer) to a 6OD mid knee far the southeast
curer of the 2,09 acre met and being in the ought Rem of 13.101 acre tees of lend umvcycd Io
Imcph J. W)ddson atm Heather Widdisen by instrument of nxordIn Document Number
2018M383 of the Offreial Public Ragene h Williamum Cwrity,Tex:o;
oeVKI4 .
(WOU1151.14)
(WOULIS1.14) 29
{W1o28962.3} 51
Ay bof 12
THENCE along the a Me NIh<2.Wacre hartad the math line of slid 13.101 me tma the
folbwing two (2) foram:
I. SnuditO74'71e Watadisrmm of J69b9fil(rcwrd: Nash 69°i7'Wnte d'utaras of
469.70 fit) m a NwIW dpoint
2 NeM43'28'09"Wafadiwrceof94.97fc (tamd:Nm&4W49'3r Wenad"wa of
W.ve bm) maalodated (nut bran angle point in the somh lire of the 4A81 vac rracG
THENCE Noah 01'45'S0" Won (¢card: Noah 00'52'28" EU), Won the west lire ofthe 209atx
tract arW Urc nmlh Erc of the 4.ti80 oao knp a 511auce of I1126 fit (ramd 111.27fed) m a
clad¢ dpaint from whkha Ii2"mbw found hem Nadi00'51'36"Get a dbaax of12A2 fat
THENCE Noah 88'14'0)"Fa(mount Sash B9"07'3r EG ).obn6lhowdhlbmofdm2.p1
ibe tramTO BErIdilNO.Ibe4680aie tray adiamths of503.IJ [ea (reamESlD.Id lm)m
the POINT OF EFAMNINO.
297 Iran tli-aAas C o oats of ud vxm: ar Irss,at of Bo PA EiWder Stmss9� AMlram N4mba
2v7 u W06wmu cnawy, T.
THE TOTAL COMBINED NET ACBEAOE OF ALL THREE PARCELS IS 174.21 ALTE9.
Bodng Dais: Term Star Plan daJirWR Cemal2'am,NAD B1196COR.S..f—%^..::
�nie Walbc4 ndS yw "aI" !
Re nand Pmfndoml lanl Sutva Y �' nssje•
Slate of Team No. 5222 �. 811R'(,"
RI= S:1Mo)eahOeumon ftwnhVl<inlFnld NaralCrrs,man Roa:hTittc 5R3MA.O_fn4oc
Ea V.n•
(W0881151.14)
(WO881151.14) 28
{W1028962.3} 52
ICRESSMAN ENTERPRISES, LP.
TRACT 3
1 134.62 ACRES 1313.52,
E
1 DOC. NO, 200306ZBII Np,O0B5) JAME THOMISON SUBDMSION
O.P.R.W.C.T, f CAB.
1, SL 94-96
1 I
P.R.W.C.T.
m
1 WT OF n����/��
G
BEGINNING
WW(Y �TORa/16
CFA
1%8
.�Qdaiwei .Ntcm�em
j 7ARGEL i' CRESSMAN ENTERPRISES. L.P.
w
•a ,`�4
162.35 AC. TAT 3
1 134.62 ACRES
'^r
C. F
N
j DOC. NO. 20D3063811
4
I STATE OF TEXAS O.P.RM.CT.
PART 7-33.302 AC.
VOL 1970, PG. 515
1 014W.C.T
j
or (PBB'11W 1435.12')
1435.10
(N88'09"23'W
1 „ems...-..a".o.e."... AC.
SOUfH LINE
lA a. 2, 0,544)
{ ^, (ypL 692, POA44)
c 1X"I
tI 4, Pcas° .r. O.R.W.C.T.
O
1
e J�
A
1 n
I AJ/lT//'J CRESSMAN ENTERPRISES, L.P.
a e
TRACT 3
1
0
s 134.62 ACRES
DOC. NO, 2003063811
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TOP-5 : ::
Concept Plan
[attached]
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{W1028962.3] 58
1 °111111111111111JillCRESSWA RANCHO
(W0861151.14(
MOSS2151.14 35
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City Consent Resolution
[attached]
{WO881151.14)
{WO581151-14) 36
{W1028962.3] 6o
Depiction of Kenny Fort Boulevard Realignment and Park Land
[attached]
1 W06&1151A)
{Wo981151.14} 37
JW1028962.31 61
{W1028962.3} 62
EXHIBIT B
DESCRIPTION OF PHASE a
(W0944730.21
{W1028962.3} 63
Page I of 6
LandSurveyors, Inc.
aawA s"" V, SU&Ia1
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METES AND BOUNDS DESCRIPTION
BEING 69222 ACRES OF LAND, OUT OF THE WILLIS DONAHO SURVEY,
ABSTRACT NUMBER 173, AND THE PA. 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,
THEREINDESIGNATED 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
WIr LIAMSON 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
of326.38 feet;
THENCE crossing through the 81.41 acre tract the following twenty-one (21) courses:
1. South 01*39'10" East a distance of 21AO 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" tabu 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.";
{W1028962.8} 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 8302546" West a distance of 90.00 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.";
6_ South 06039'10"East a distance of 170.13 feet to 1/2" rebar set with plastic cap,
stamped -BASELINE, INC.";
7. South 83020'50" West a distance of 21.62 feet to 112" tabor 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 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.";
10. South 20042'29" East a distance of 84.12 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.'
I L 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 01*12'01" and a chord which bears North 69053'29" East a
distance of 12.88 feet to 1/2" rebar set with plastic cap, stamped'BASELINE,
INC." fur a point of tangency;
13. South 19030'30" 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 70000'20" 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 112" rebar set with plastic cap,
stamped "BASELINE, INC.";
16. South 66*41'10" West a distance of44.01 feet to 1/2" rebar set with plastic cap,
stamped "BASELINE, INC.';
IT South 61001'02" West a distance of44.01 feet to I/2" tabu set with plastic cap,
stamped "BASELINE, INC.";
{W1028962.3} 65
Page 3 of 6
18. South 54006'59" West a distance of 161.19 feet to 12" rebar set with plastic cap,
stamped "BASELINE, INC.";
19. South 36'23' 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
112" rebar set with plastic cap, stamped "BASELINE, INC" for &point of tangency;
21. TBENCE South 36023'04 East, continuing through the 8 L41 acre tract and then crossing
through a 3.0 acre tract a distance of 498.32 feet to l/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 540 36'48" East adistance of 14353 feet to 1/2" rebar set with plastic cap, stamped
`BASELINE, INC.'
2. North 690 L6'2T' Ease a distance of 47.21 feet to 1/2" rebaz set with plastic cap, stamped
`BASELINE, INC.';
3. North 70024'21" East adistauce of 54.09 feet to 1/2" rebar set with plastic cap, stamped
`BASELINE. INC';
4. North 62024'49'East adistance of 58.49 feet to 1/2" rebar set with plastic cap, stamped
`BASELINE, INC!%
5- South 30031'46'East a distance of 36137 feet tot/2" rebaz set with plastic cap, stamped
`BASELINE, INC" for apoint of curvature;
6. Along a aon-tangential curve to the right having aradius of 1,324.85 feet, a length of 69.79 feet,
a delta angle of 03001'04" and a chord which bears South 52012'03" West a distance of 69.77
feet to l/2" rebar set with plasnc cap, stamped `BASELINE, INC:' for a point of tangency;
7. South 53042'35" West a distance of 409.63 feet to 1/2" rebaz set with plastic cap, stamped
'BASELINE, INC" for a point of curvature;
8- Along a tangential curve to the right having aradius of 999.88 feet, a length of 346.06 feet, a
delta angle of 19'49'48" and a chord which bears South 63'37'29" West a distance of 34433
feet to 1/2" rebar set with plastic cap, stamped "BASELINE, INC" far a point of reverse
curvature;
9. Along a tangential curve to the left having aradius of 954.89 feet, a length of 370.52 feet, a
delta angle of 22013'56' and a chord which bears South 62025'25" West a distance of 369.20
feet to 1/2" rebaz set with plastic cap, stamped `BASELINE, INC." for a point of tangencyin
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;
M1028962.31 66
Page 4 of 6
THENCE South 87041'D4" West, along the south line of the 81A L acre tract, same being the north
line of said4.680 acre tract, a distance of 94.11 feet to a V2" rebar found at the northwest comer of
the 4.680 acre tract, same being an southwest comet of the 91.41 acre trot and the east line of Lot
30, BlockE, 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 W58'00"East, along the west line of the 91.41 acre tract, same being the east be
of Block E. Legends Village, Section 2, Phase 4, a distance of 1163.70 feet to UT'rebar found at the
northeast comer of BlockE, 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 lime of Legends Village, Section 2, Phase 4, same being the west be of
the 81.41 acre tract the following two (2) courses and distances:
L North 84021'16' Westa distance of 177.68 feet (record: North 81°4TI.W' West &distance of
177.68 feet), to a V2" rebar set with plastic cap, stamped `BASELINE, INC.-;
2. North 88023'23" West a distance of 479.83 feet (record: North 8504731" West a distance of
480.92 feet) to a 1/2" rebw found in the north line of Lot 10, BlockF, Legends Village
Section 2, Phase 4, and being the southeast comer of Lot 7, BlockF, Legends Village Section
2, Phase 3, a subdivision of mcord in Document Number 2011038590 of the Official Public
Records of Williamson County, Texas;
THENCE North OD'53' 17 ast (record. North 039041" East), continuing along the west line
of the 8lA1 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 comer of the
81A1 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 88057'23" West (record: North 880265T' West), along the south line of the
134.62 aura 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 comer of the L34.62 acre
tract, being the northwest comer of Lot 14, B1ockG, Legends Village Section 2, Phase 3, and also
being in the east line of a 33.302 acre tract described therein as Pact 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 33302 acre tract
the followingtwo (2) courses:
North 17'2D'44" But a distance of 294.02 feet (record: Notch 19055'18" 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 &radius of 2954.27 feet (record: 2954.43 feet), a
length of 988.59 feet, a delta angle of 190LO'23" and a chordwhich bears North D9027'49r'
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:
JW1O28962.3) 67
Page 5 of 6
1. North 89012,40" East a distance of 130.74 feet to a 1/2" rebaz 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.OD feet, a length of 10.25 feet, a
delta angle of 00010'26"" and a chord which bars North OD05213" West a distance of 10.25
feet to a 17P'rebar set with plastic cap, stamped "BASELINE, INC.' for a point of tangency;
3. North 89002' 14" East a distance of 180.71 feet to a L/2" rebaz set with plastic cap, stamped
"BASELINE, INC:'
4. South 02006' l4" East a distance of 17.70 feet to a 1/2" rebaz set with plastic cap, stamped
"BASELINE, INC.'
5. North 87053'46' East a distance of 200.00 feet to a 1/2" rebaz set with plastic cap, stamped
'BASELINE, INC.'
6. South 85010'50" East a distance of 64.34 feet to a 1/2" rebaz 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" rebaz setwith plastic cap, stamped
"BASELINE, INC."
9. Along a non -tangential curve to the left, having a radius of 6D.00 feet, a delta angle of 70.60
feet, a delta angle of 6703635", and a chord which bears North 0405621" West a distance of
66.76 feet to a to a 1/P' rebaz set with plastic cap, stamped "BASELINE, INC.'
LO. North 510 L5'22" East a distance of 16.13 feet to a 1/2" rebar set with plastic cap, stamped
'BASELINE INC.";
L 1. North 004532" West a distance of 24.17 feet to a 1/2" rebaz set with plastic cap, stamped
'BASELINE INC.";
L2. South 89023'36" East a distance of 259.54 feet to a 1/2" rebar set with plastic cap, stamped
'BASELINE INC.'
D. South OD036'N' West a distance of L5.77 feet to a 1/2" rebar set with plastic cap, stamped
`BASELINE, INC.'
L4. South 88053'36' East a distance of 326.34 feet to a L/2" rebar set with plastic cap, stamped
"BASELINE, INC.'
L5. North Ol°37'U' Fast a distance of 1190 feet to a 1/2" rebar set with plastic up, stamped
"BASELINE, INC."
16. South 88022'44" East a distance of 195.00 feet to a 1/2" rebaz set with plastic Cap, stamped
"BASELINE, INC.' in the east line of the 134.62 acre trace and the west line of Lot 15 in the
7ackie Thomson Subdivision
{W1028962.3} 68
Page 6 of 6
THENCE along the east line of the L34.62 acre tract and the west line of the Jackie Thomson
Subdivision the following two (2) courses:
1. South 01037'W' West a distance of 774.72 feet to a 1/2" rebw 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 01e43'24" 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 PA Holder Survey Abstract
Number 297 and the Willis Donaho Survey, Abstract Number 173, both in Williamson County,
Texas_
Bearing Basis: Texas State Plane Coordinates, Central Zone, NAD B3196CORS.
,Pe6zet�7lZaFeg, of/o7/zozo
Robert en Malay Date
Registered Professional Land Surveyor
State of Texas No. 6028
File:S:lProi"%%Cret—nRanchl)o%a RieldNa %Cte&a nRanch FxaiesteadPhau 1&2Title
M&.B 6i.dec
{W1028962.3} 69
4 Z 3 -:
{Wio28962.3} 70
EXHIBIT "C"
CRESSMAN/MERTTAGE PHASE II PARTIAL ASSIGNMENT
[attached]
M1028962.3} 71
PARTLAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
This PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT
AGRE.E.MENT (this "Partial AssignmenN) is executed by 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
"2sS(pBgC" or "Creasman"), to and in favor of MERITAGE HOMES OF TEXAS, rd , an
a
Arizona limited liability company ("Aad=0" or "Ahak e"), effective as of the nt day of
January, 2021(the "E fectiue Date").
WITNESSETH:
A The City of Round Rock, Texas, a home -rule city located in Williamson County,
Texas (the"Cittu), and Creasman previously entered into a Consent and Development Agreement
dated effective as of May 9, 2019 (the 'AaEgemegf"), which, among other things, provides for the
creation of Round Rock Municipal Utility District No. 2 (the "Dis and a regulatory process
for the development of *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 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 Exhi i ("Phase e), 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 Land with the City's
consent. However, pursuant to Section ii.o3(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
($10.ao) 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:
(Wl027317.11
{Wlo28962.3) 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 Assignors 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 City. Pursuant to ir.o3(a) of the Agreement, Assignor and Assignee
agree that a copy of this Partial Assignment will be delivered to the City.
S. 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 will not control or affect the meaning or construction of any provision of
this Partial Assignment.
7. Cunternarts. To facilitate execution, (a) this Partial Assignment maybe 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]
(Wf077117.1)
{Wx028962.3) 73
A-1111aI : 11'_ 1
PARTIAL ASSIGNMENT OF CONSENT AND DEVELOPMENT AGREEMENT
CRESSMAN ENTERPRISES, LP, a Texas
limited partnership
By: Cressman Ens , GP, LLC, a Texas
limited liabili y,its Gen eraIPartner
By:
Scott Cressman, Managing Member
KATHR A. C r
::
Scott M. Cressman, Agent (Attomey-in-Fact)
THE ESTATE OF MARVIN R. CRESSMAN,
A/K/A MARVIN RI CRESSMAN,
DE D
�..,� .�
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]
(W1027117.1}
{W1028962.3) 74
THE STATE OFTEXAS
COUNTY OF LjithFrlS��
This instrument was acknowledged before me on the,'f— dayof _�_12021,byScott
Cressman, Managing Member of Cressman Enterprises GP, LLC, 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) ff ff M�'wwss Notary Public Signature
15
ijINN;�/.i
J1.
11 Vw�
THE STATE OF TEXAS §
I §
COUNTYOFA,-L-'*"� § !_Ir-�
This instrument was acknowledged before meonthe �: dayof v^ •. + _,2021,byScott
M. Cressman, Agent (Attorney -in -Fact) of Kathryn A. Cressman, on behalf of Kathryn A.
Cressman.
(SEAL) i e�j Notary Public Signature
-4. ffJ
J,.Sw,rM
THE STATE OF TEXA§
COUNTY OF l'"� t"�"` V— § �/
This instrument was acknowledged before me on the%S day of 2021,byScott
Mark Cressman, Independent Executor of the Estate of Marvin R. Creasman, a/k/a Marvin
Richard Creasman, Deceased, on behalf of the Estate of Marvin R. Cressman, a/k/a Marvin
Richard Cressman, Deceased. /
(SEAL)
{WS027117.1}
Notary Public Signature
{W1028962.3} 75
CdI LIr DI z4vil1W RJU;
PARTIAL ASSIGNMENT OF CONSENTAND DEVELOPMENT AGREEIVIENT
ASSIGNEE:
MEMAGE HOMES OF TEXAS, LLC, a
Arizona limited liability company
ay: hi
Nam
THE STATE OF §
COUNTY OF✓� IS §
This instrument was acknowledged before me on the l5-4day of
2021, by Ltic,t Sw�� ___ _ _, Y1 __Ik�—
.y_Wf Meritage
Homes of Tel , Id.C, an Arizona limited liability company, on behalf of said limited liability
company.
I
(SEAL) otary Pub68ignature
ME
(W1027117.1)
{Wio28962.3} 76
E7{PITBTC A
CONSENT AND DEVELOPMENT AGREEMENT
1IIESTATL01IFRAS
COUNTY OF 7RAYIS
COON TY OF Wit 1 IAMSON
CITY OF ROUNI1 ROCK
I, SARA L. W'I IITI; City (lark of the I it, of Rouml Rack, I tans, do letreby curdy that
I am the custodian of the pul im records mmmained by the City of Round Rock. 1 cxas. The
anacMd fomltoing 19 pages om true and corresn c*n of the Comes and Ocvulurnnsat
Agmenmit between the City o(Romul Rock. Cremman Fnterixisen, I.P. ct al. and the Ro nd Rock
Municipal lhiloy District No. 2, dated May 9, 2019. regarding the desxlopmcnt of 174.10 acres
of land
CIA III -IUD by my hand end seal or Itk City of Round Rock, TexavA on this W day of
May 2019.
C'itA4Wl— gdiAt
SARA L WHIFIT-TRIMC
CITY CI.FRK
(W1027117.1}
{WI028962.3} 77
CONSENT AND DEVELOPMENT AGRL'EMEW
AMONG
CITY OF ROUND ROCK, TEXAS;
CRFSSMAN ENTERPRISES, LP, KATHRYN A. CRFMMAN, AND THE
ESTATE OF 16URVIN R. CRESSMAN, A/K/A MARVIN RICTIARD
CRESSMAN, DECEASED:
� wool m iq
(W1027117.1)
AND
ROUND ROCK MUNICIPAL UTILITY DISTRICT NO, 2
{W1028962.3} 78
CONSENT AND DEVELOPMFNT AGREEMENT
This CONSENTAND DEVELOPMENT AGREEMENT (this "AarrtMMC) is
by the City of Round Rook, Texas, a Imme-rule city located in Williamenn Caunly,
Texas (the'OAC), and Creasman Ertterprill s, LP, KadaynA. Creasman, and the
Estate of Marvin R. Creasman, a/k/a Marvin Richard Cmaman, Deceased
(collectively, the'()JpETt:l. Subsequent to its creation, Round Municipal Utility
District No. at, a proposed municipal utility district to he created pursuant to Article
XVi, Section 59 of the Texas Constitution and Chapter, 49 and 54, Texas Water Code as
contemplated by this Agreement (the'/Nstlit("), will become a patty to this Agreement.
The City, the Owner, and the District are smmetinwa referred to herein as a'C•arW and
co1lMnxy as the'Pgfdfge .
RECITALS
WHEREAS, the Owner owns approximately t74.2r acres of land located entirely
within the corporate boundaries of the City (the "f.asid'); and
WHERAS, the Landis more particularly described by metes and bounds on the
attached Exhibit$ and its boundaries ere depicted on the concept plan attached as
$eh8 jt@ (the'Clinpf Ron'): and
WHEREAS. the Owner intends that the Land will he developed in phases as a
ruastenplanned, residential community that will include park and recreational facilities
to serve the land; and
W IfFREAS, theOwnerand the(Sty wish to enlerintolhis hgreemem to encourage
innevatiev and compmhensim maser-plauning of the land, provide certainty, of
regulatoty requirements throughout the term of this Agcwment, and result in a high-
qualitydevelopment for the benefit of the prescnl and future residents of the City and the
land; and
WHEREAS, the Oxlrter has proposed to create the District Mer the Land punuanl
to an application to be filed with and processed through the TCEQ In defined in
ARTICLE 1 below) and haapresentedthe City with a petition requestingehc City's consent
to the creation rdthe Diann; and
WHEREAS. the purposes of the proposed District include designing, constructing,
acquiring, installing. finandng.and conveying to the City water. wastewater, and drainage
utittiw (including capacity or contract rights to capacity therein), us& and
Improvements in aid of roads, park and recreational facilities, and other public
anprovemmtsas authodwil by the TexasConstitmion and Texas Water Code ton" the
am within its boundaries (collectively, the'Distrier hnorotgnicM"k and
WHEREAS, construction of the IT,arict lmpmvemmts will Occur in phases 415
determined by the District and the Develuper(s) (as defined hereby)) in accordance with
this Agreement; the applicable ordinanees of the City, Chapters 49 and 54, Texas Water
Mull In ly
M axn5,MI
(WIM7117.1)
{W1028962.3} 79
Code, as amended; the rules and regulations of the TCEQ, as amended; and applicable
slate and federal regulations(rv(lectively, the "d,pplimbia RS41 (t a(ic s�; and
WHEREAS, the Cityand the Owner intend that the ReimborsableC lsts (asdcf oed
in ARnns 1 below) of the District Improvevrents will be paid from the net proceeds of
bonds issued by the District (or surplus funds of the District) in acmrdance with this
Agreement. the applicable rules and regulations of the TCRQ, as amended, and the
applicable requirements of the Texas Attorney General's Of im, as amended; and
WHEREAS, the District is authorized to enter into this Agreement pumeam to the
provislom of Texas law, including but not limited to. Chapters 49 and 54, Texas Water
Code, as amended; Chapter 79l Texas Gavernmtmt Code, as amended; and
Section 5ganta, Texas Neal Govern meat Code, s; amended; and
WItEREAS, the City is a municipal corporation operating under a horn rule City
Charter adopted under the laws of the Stntc of Texas and purmant bo which the City has
the authority to enter into and perform its obligations under this Agreement including,
but not limited 1%the ownership and operation of the District lmpmvemeols;
NOW THEREFORE for good and valuable welsidaration, the receipt and
sufficiency of which are hereby acknowledged, including the agreements set forth below,
the Parties contract as follows:
ARTICLH I
DEFINITIONS
Section r.nt. Definitions. In addition to the terms defined elsewhere in
this Agreement or in the City's ordingnces, the following terms and phrases used in this
Agreement Mill have the meanings set out belowi
AmdirxQWSA lea means the (-rV% rules, ordinances, and regulations in
effect as of the Effective Dam of this Agreement, as amended by. (i) any
amendments authorized by Chapter 245, Texas local Government Codes (ii) any
approvals, variances, walvers, and exceptions to such rules that are approved by
the City; and (till any additional restrictions or regulations agreed to by Developer
in writing.
Asmement means this Consent and Development Agreement among the
Parties.
Bsil;Aa means bonds, notes, or other obligations or indebtedness issued or
incurred by the District notice the District's borrowing )sorer.
QU means the Ciy of Round Rock. T. as, a home -rule city located in
Williamson County. Texas.
[warann W
pwh84h'%cal
(WI027117.1)
Cih' Ohiectioo is defined in Section 7.o2fby.
Siia hula mein the City Manager of the City.
M1028962.31 80
coo Iselan orb +j�l means the Texas Commission on Environmenul
Quality or its successor agency.
C MDI PI n means the concept plan for the laad attached as yydlibi $
AS emended from time to lime in accordance with this Agreement.
$CpAW means Williamson County, Texas.
DmItnuer means the Owner, or cop' successor or permitted assign of the
Owner, that notifies the City of its hdem to develop all or any portion of the land
under Section o.o+below.
Di. r' mean. Round Rock Municipal Utility Disitul No. 2, a political
subdivision of the Stale of Texas to be created over the Land, with the consent of
the City, as provided on this Agreement.
District tmnmvements means the water. wastewater, and drainage utilities
(including capacity orcontraelrights to capaeilytherein). roads and improvements
in aid of roads, park and recreational facilities, and other public improvements, as
ata loorind by the Texas Constitution and Texas Water Code, to serve the area
within the District banndaries.
F IW iva Date of %is Alreenmi means the qa day of May. 2019
LAM means approndnrzteiy r74.21 RaC%af land loomed in the City limits, as
described by metes and bounds on Exhihitd.
,Owns mans, onllectivvly, Cre nuaa Enterprises. LP; Kathryn A.
Creasman; and the &tale of Marvin R. Craxaman, a/k/a Marvin Richard
Creasman, Deceased, or their successors and assigm under this Agreement.
Iteimbursabtt: QWmeans all costs of the District improvements (including
land and easemems casts) that are eligible tire reimbursement from the net
procceda of Bonds issued in accordance with this Agrvnnent and, as applicable,
the rules and regulations or the TCEQ, as amended.
Road Projects means any road projects or improvemens in aid of such road
projects that the District Is authorised to undertake pursuant to Artidelll,
Section S2 and Article XV1, Shan 59 of the Texas Constitution, as amended, and
Chapters 49 and 54, Texas Water Code, as amended, or otherwise pumnant to any
authmity granted to the District by special act of the Te. Legialaturv.
AATICI.E 11
CItFATION OF DIUMC17AND EXFZtMON OF AGREEMENTS
Section z.ox. GODSW tit Creationof DlarelM. 'the Lity acknowledges
rcompt ofthe Owner's request, in accordance with Section 54.o16,Tom Water Code. and
Section 42.o42, Texan Local flovemment "a. for creation of the District mess the land.
On the Effective Date of this Agreement, the City has approved the resolution attached as
as n0I 41
fwmaus.+) y
(WI027117-t) 10
{W1028962.3} 81
Exhibit C conseuting to the inclusion of the Land within the District (the "Current
ItIM01 tpgrt-). The Or, agrees that the Consent Resolution will constitute and evidence
the City's consent to the creation of the District within the Chy's corporate limits in
accordance with Section 54.016, Tusas Water Code, and Seed" 0.042. Texas local
Government Code, and that no further consent will be required on the part of the City m
evidence the City's consent to the creation of the Distri&
;ikon zo Di erserFAa,v..,..= TheOwnershallnuse
the Distrito to approve, ex'! anddeliverto the City this Agreement within thirty f3o)
days after the date the Dismiss's Board of Directors holds its organizational meeting. If
the District fails to do so withinsuch 3u•day period, then taAm-notice, and opportunity to
cum) the City may terminate this Agme nenl and may repeal the Consent Resolution.
Section aml. p'rstrietaonds Irthe DislrictfaBsmapprove,memrte,and
deliver this Agreemem to the City as required by Section aoa, and if the Citydoes cot
terminate this Agreement, such failure shall operate to prohibit the District ham taking
my actions to issue Bonds un1B 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.
UsURnA". Reim�cat Agreements. If the District fails to
approve, execute, and ddiverthis Agreement to the City as required by Section ^ on, and
if the City has not terminated this Agreement, such fi llute shall operate to prohibit the
Owneror any Developer *(the land from entering into any reimbursement agreements
with the District until the failure has been cared. The City shall have the tight to enjoin
the execution of such reimbursement agreements during any period in which such a
material breach esists.
SeetGn. 2.0m, Intent of Parties Related to Allocation Amyemenl
Umler Section 54•016(f). Texas Water Code, site City, as a City providing written uinsent
for inchodon of land in a district, may provide for a contract designated as an "allocation
agreement', tobeenteredinto between the City and the District. The Parties acknowledge
that the provision for an *allocation agreement' under Section 54.ns6(4 ism the City's
discretion. The City confiners [hat it 6 intentionally not providing for an allocation
agreement. 'the Parties agree that this Agreement does net constitute and will not he
deemed to coertitatean attention agreement within the meaning of Section 54mui(O,
ARTICLE HI
WATERAND WASTEWATERSERVICE
S"Oon a.os. City Retail Water end Wastewaler,sie_ce. Retail
wader supply and wastewater collection and treatment services will he 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 samt master and on the same terms and conditions as the City
provides service souther retail customers inside its corporate limits. The City's standard
wafer and wastewater rates, charges, and other fees, including engineering review and
inspection fees. Mat areapplicable tootheraren within the City'scorporste limits will be
applicable to faalities constructed, connections made, and services provided within thr
District. The City agrees and commits to provide water and wastewater service sufficient
[wvanui rot
(w,Mntat al 4
(WIDYjlly.l) II
(W1028962.3} 82
far the full huBdout of the District at flow rates and pressures (including fire flows)
sufficient in me" the minimum requirements of the Applicable Regulations, and agrees
to provide written confirmation of the avagability of service upon ibe thraict'.s request if
required in connection with any District Bond sales
AR'17CLE 1V
ROADWAY IMPROVEMEDM.
Seettiond.21. Right of Way DedioliciM. 'rho City has previously
acquired ngbtof-way through the land fur the extension of Kenny Port Boulevard but
desires to realign Kenny Fort Boulevard as gencrailydepicted on Exhibit- The owner
w[limmey by warranry deed, at no cost to the City, t00%of the rightof--way rcquired for
such realignment within the Land, but reserves the right to seek reimbursement for such
righ[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 shoun on the Concept Plan based on the (roar rightof-way-
alignment of Kenny Fort Roulevarl.
NSIUS!n&0A Road. Construction. The City agrees that it will he
nsponsible for the design of Kenny Fort Boulmard and paying the can. for some. The
choose agrees that it will contribute to the cost of extending Kenny Fort Boulevard
through the land up to a maximum of 51,77s,794 (the "Rond.Cantrib_uLror;fbQ") either
Wily conhvcting 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 Itaad Contn'bution 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
Read Contribution Cap. The Owner reserves the right to seek reimbursement for such
e[sts from the District For the avoidance of doubt, (I) if the Owner decks to construct a
portion otKenny Fort Boulevard pursuant to clause (a) above, no road/traffic impact fees
will be payable with respect to the land; and (B) if the Owner elecs to pay the Ciry's
applicable mad/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
&wlevard. Whether the Owner elects either (a) or (b) abosn, the Owner shag nol he
obligated to obtain a Traffic Impact Analysis,
AR77CLEV
PARK AND RECREATIONAL. AMF.NMF-'g
Section 4.01. P"Mar, The (honer agrees that the park and open apace
land depicted in green on prlibIWIM (the "81 )amf) will he conveyed to the City,
subject to the right to seek reimbursement for atsis of the Park Iand from the District in
accordanco with this Agreement. The City agrees that conveyance of the park land to (he
City will constitute full satisfaction of theCity'a parkland dedication requirements for the
land Any trails within the Park land will be constructed in accorlance with the City s
standards under the Applicable Rulessndshall beetles to the public. The City wig accept
the conveyance of the Perk Ind, including any trails thereon, and will operate and
maintain the Park IMd as part of the Ciry s park Mhaxm-
iNatrllfl lit
PcAarpr set 5
(W1027117-1) 12
{W1028962.3} 83
ARTICLE VI
DESIGN. FINANCING, CONSTRUCITON, CONVEYANCE,
OWNERSHIP, OPERATION, AND MAINTENANCE OF DISTRICT
IMPROVEMENTS
Sectlon 6.0s. Deaden Vj -and Corm4ruction. Unless otherwise
specifiafiyprovfded in this Agreement. the Developer will design, finance, construct, and
comeytotheC7tym 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 ruin of the TCEQ and Chapters 49 and 54, Texas Water Code. All District
Impieve nmis 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 Developers service
requirements for the land change or the Parties otherwise agree, the City AU not require
that the Deycloperor the District oversize, finance, or construct any utility, park, or road
improvements to serve property other than the fend.
Section 6.o2. Cnnyevance, Owscnrhlo. 02CMIhM, and
Madnleoana Upon completion of consrmction of each phase of the District
Improvements: ()the City Will accept such improvements for operation and
manilenance in accordance with the Applicable Rules; and (b)the Developer will
prompti)'convey those facilities In the City, subject to (i) the CiVa abligatinn in provide
service to the District m provided in this Agreement. Oil a rcservafinn of all capacity in
those facilities for the benefit of the District, nod (iii) the Developer's right. if may, so
reimbursement from the District for the cart of thou imprwements in accordance with
the rules of the Commission, The Developer will also assign all contract rights.
warranties, goannlees, assurances of performance, and bands related to the facilities
mnve)ed to the City. The City agrees that its acceptance of facilities and the related
assignments Will not be uotnasombiy withheld, conditioned, or delayed. Upon any such
conveymcc and acceptance, the City agrees to operate and maintain such improvements
in good condition and working order and to provide senice to the Mstnct in accordance
with this Agnemeni Conveyance will not erect the Developer's right to reimbursement
from the District for the cost of any facilities. Nothing heron will prevent the City from
using District Improvements to serve mstomeaoubkleof the Districtprovided that them
is sufficient opacity reserved to serve the residents and property owners within the
District as and when rNuiml by development within the land.
AIIT'ICIB VIl
AUTI IORITY TO ISSUE BONDS
Section zoi. Authority to Issue DoThe District may issue Bonds only
as perodttedby this Agreement. The District maynitnburse a Developer foropis ditures
authorized by Carnmission 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, dmprovcments, facilities, plants, equipment, and
appliances (including opacity or contract rights to opacity in any of the foregoing)
(14ara1151 Irk
MWNaoA la) 6
(W1027117.0 13
{W1028962,3} 84
necessary to;
(t) Proride a water supply for municipal uses, thorn cic uses, and
Commercial purpusesi
(2) Called, transport pmeass, dispose of, and control all domestic,
industrial, or communal wastes %bother in fluid. solid. or composite state (ether
than solid waste, asdefined in the Applicable Rules);
(3) Gather. conduct, diver, and control luest storm water or other [war
harmful excessesof water.
(4) Design, acquim.construct. and fmance Road Projects; and
(5) Develop and maintain park and teomationai facilities, subject to the
applieahlelimiiatiorts u(Section494bt-49{66.Ttaas WaterCode, or as permitted
under Section 54,2ot, Texas Water Code;
(b) Refunding any outstanding Rends, provided such refunding Burls satisfy
the terms and conditions of this Agreement;
(c) Paying organizational, adminisimtive, and operating costs during creation
and ivastruclioa periods and interest thereon, subject to the applicable limitations of
Sestiun 4%1,55, Texas Water Code; and
(d) Paying other expenses authorized by$Minn 49.155. Texas Water Quit.
(a) The District agrees to give written notice to the City of its intention to issue
Bonds as follows:
U) If the Districttncrulsto issue Boils that requireTCEQapproval, the
Distnet will provide notice of same to the City Manager and City Attorney
conw"Only with the District'& submittal of each application to the TCRQ for
approval of issuance of Bonds, which notice shall include:
A A copy of the District's applicoton to theTCEQ, including the
amount of Bonds proposed for Les smv, 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 tent rate offer the
dosing date of the Birds, and the projected final maturity date of the
Bonds;
e. Written certification In, the District's fsnancia) advisor that the
Brmdt, when issued, will nit the existing economic foadbility guidelines
established hyTCEQ for districts issuing bonds in Williamson Coomy; and
C. Written certification by the District that the District is in
compliance in an material respect, with the terms and wndilions of ibis
twsurnso it,
Measnv tit 7
(W1027117-1) 14
{W1028962.3} 85
Agreement
(a) If the District intends to issue Bads that do not require TCDQ
approval 0-9., Bonds (m Road pmjeds or refundiag Bonds), the District will
provide notice of sane to the City Manner and City Attorney at least thirty (3o)
days prim to pricing of the Bonds, which native shall include:
A. The amount of Bonds proposed for issuance, o general
description of the pmjeds to be funded by the Boccie or Bonds to be
refuridnl by such Bonds, the engineering report (if applicable), the
projected debt service schedule, the projected District debt service tax rate
after the chasing date of the Bonds, and the projected final maturity date of
the Bonds.
B. Wtirteneertificationbythe Distrid3Dnancialadvisorthat the
Bonds, when issued, will meet the existing economic feasibility, guidelime
established by=,Q for districts Issuing bonds in Wi liamson County; and
C. Written certification by the liistr(ct that the District is in
compliance in all material respects with the lernes and conditions of Ibis
Agreement.
(3) Within five (5) days after pricing of any Bonds and to less than
tnllrteen (14) days before the closing date of such Boods, the District shin provide
the City with the following information:
A. If TC6Q approval is required. a copy of the WTQ order
approving the Bonds:
B. A description of the District Improvements to be funded by
the Bonds, if applicable;
C. The amount of Bonds bring proposed for issuance;
D. A debt service schedule fnr the Bands;
ti The proposed District debt service tax rate after the closing
date of the Bonds:
F. Asavings schedule for my refunding Bonds;and
G. Written certification by the D)stnct that the District is In
compliance to all material respects with the conditions Bet forth in this
Agtce vain. including without limitation the Information necessary to
midence compliance with the requirements of Section 7.W.
(b) The City may ohjed to a Bond application or to the issuance of a series of
Bonds has the Wesson that a De rdrpiur or the District is in default of anyprosision of this
Agreement. tf the City objects w a Bond opplicinum or issuance due to such a default (a
'GSty QW12 aa'1, the City shall have a period of thirty (:in) days after receiving the
INanrin ni
twsameu.v) 8
(W1027117.1) 15
{W1028962.3} 86
information required by Sections o:2faXJ 1 or 7,oNal(2). as applicable, and a period of
I" (to) days after receiving the information required by Section 7.o2fatfal within which
to notify the District of the City Objection. I(iheCity timely objects to a Bond application
or issuance due to such a default. the Bend application and issuance will be delayed until
such time as the default is cured If the City fans to Object to a Bond application or
Issumsewithinsuch periods specified hernia, the Cityshall be deemed to hate waived all
objections. If the Cityabjcfs to a Band application or issumm such City06jeetioh must:
(a) be in writing; (b) be Rim to the District: (c) besigned by the City Manager or the City
Mongers designee; and (d) spoci6Wiy identify the applicable provision of the Consent
Ordinance w this Agreement as to which the District or the Dc InM is in default. If n
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 Objjeecmtion
within a reasonable time, and the lord applicationor issuance of fonds to which IheCity
Objection applies shall be delayed will the City Objection has been cured or waived by
written agreement.
(e) Within thirty (30) days after the dosing date of a series of Bonds, the
District shall deliver to the CH), Manager a copy of the final official statement for such
series of floods and a copy of any report an reimbursable costs required by the rules of
the TCF.Q. 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 (3u)
days after filing such notices with the applicable federal agency. If the City requests any
additional information regarding any isnre or District Bolds, the District will promptly
provide any such information to the City.
Section Bond Limit Amnon, The total amount of Bomb issued by
the District. "eluding refunding Bonds, shall not exceed S1q.lou.uuo unless approved
hp the City
(a) Bonds, including refunding Bonds. issued by the District shall, unless
otherwise agreed to by the City, comply with the following requirements:
(1) Wo individual series of Bundy will be issued with a term which
exceeds as years from the dosing date of such serves of Bonds;
(2) The Bonds (other than refunding Bonds and Bands sold to a federal
or state agency) shall only be sold after the taking of public bids therefor (unless
current law changes to pemhit otherwise), and nh Bands shall be sold for less than
ninety -seem percent (97%) of pis, provided that the net effective interest rate an
Bonds so sold. tatting into account any discount or premium as well as the interest
rate borne by such Bonds, shall not exceed z% shave the highest average interest
rate reported by the Daily Bond Buyer In its weekly'2n Bond Ind"' during the
30-day period nest preceding the date notice of the sale of the Bonds is given (Or,
if the Daily Band Buyerce toexist. a comparable publication reporting average
hand interest rates);
Iwarn r4 ul
(wwimol
(W1027117.1) 16
{W1028962.3} 87
(4) The District shall reserve the right to redeem its Bonds not later than
the tenth (ma) 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 (IS*) anniversary of the Effective Dam of this
Agreement;
(7) "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
(B) Capitalizedmterest shall not exceed three years interest.
$cachets. . Notification for Rand Reviews, The District agrees In
include, in each application to theTCEO for the approval of the ixzuante of &rods, the
terms and conditions of ARTICLE Vil of this Agreement. The Owner and the District
each agree that no D eveloperwdi bepermitted to request reimbunementoramborbedirm
to reimburse any costs or eepcnses not authorized by this Agreement.
Section 7.96. ilmit of Citv'u I.fability. Unless the City dlaolvts the
DLVrict and assumes the assets and liabilities of the District underARTTCLE Vlll below,
the fonds or any other obligations of the District shall never become an obligation oftha
City. The City's obligations under this Agreement shall not moond beyond its express
agremnents heretmder, including the obligations to operate and maintain the District
bnprmereents after conveyance to the City and to teethe District Impanements to sere
theland.
AFMCLtS Vill
DISSOLUTION OF DISTRICT
Section 3.9s. Dissoludnn. T3cCity may dissolve the District at anytime
after the District has issued Bonds to finance all Reimbursable Costs paid at incurred to
construct the District Impmmements that am required to serve Nil development of the
Land Upon dissolution of the District, the City shall examine the indebtedness and legal
obligations of the District to the extent required bylaw.
ARTTCLE Ix
CONCh7r PLAN AND DEVELOPMENT MATTERS
Section 9.01. Phased Develoarnent. Because it is anticipated that the
Land will be developed in phis, portions of the Land not under active development may
remain in use as agricultural lands nr as open space land.
Section o.oa. Content Plan. The City hereby confirms. (i)itsapprovalta'
the Crarmpt Plan, and CH) that the Concept Plan complies with the City's General Plate as
amended. The City approves the land uses, densities, esceptiom, nmdway alignments
Isom n 114;
evaeerrp of In
(Wl027117./) 17
M1028962.31 88
and widths, and other matters shown an the Concept Plan. and confirms that the Concept
Plan has been approved by all required City departments, boards, and commissions.
Section o.ox. •peenlooee"c. ,<, IfandastheOwtter,oranysucceaor
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 cinch election (which notice most also describe the portion of
the Land to be developed), at which time the Owner, or the applicable successor or
permitted assignoo of the Owner, will become (and will be deemed to have assumed the
obligations of) a'Drvr.toper'underthis Agreement as to the portion of tho Land described
in The notice.
Section o.oa. Uniform aundl Continutd vFfoomento Vesdne, The
Parties intend that this Agreement authorize certain land %w and development can the
Land: proide for the uniform reviewand approval afplats and development plansfor the
land: Provide exceptions to certain ordinances; and provide other terms and
consideration. Accordingly, the fond will be developed and the infrastr adure 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 land In accordance with the Applicable Rules.
Ordinances, rules, or regulations. or changes or modifications to the CiVs ordinances,
rules, and regulations, adopted after the tUfecdve Date of this Agreement will only be
applimblelutheeatentpermittedbyChapter245,Te foal Govmnment Cade. Iftheir
is any conflict between the Applicable Rules and the term, of this Agreement. the terms
of this Agreement will central.
Section o.nc. TermofAnoroval. Eateptas provided below, the Concept
Plan will be effective for the term ofthis Agreement. Any preliminary subdivision plat or
final subdivision plat that is consistent with the Concept Plan, the Applicable Rule,, and
State law wtll be effective for the term of this Agreement The Concept Plan will be
deemed to have expired Iran final plat of the land is recorded fora periodof five(S)years
after the Effective Rate of this Agreement or five(5) years expire after the recordation of
the last find plat.
Section a.o6. Amcndmcntslo Q&neen,_y. 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 theCancept Plan may be omedesit"clue to changes
in market candilioru orother factors. Variations of a preliminary plat or final plat from
the Concept Plan that do not increase the overall density of development of the IAnd will
not require an amendment to the Concept Plan. Minor changes to the Concept Plan.
including minor modifications of street alignments; minor changes in tot lines; the
designation of land for public orgmemme ital uses; changes inlot slues that donot result
in an increase In the overall density of development of the Land (including any increase
in lot aim 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 most be consistent
(1Wnl ill W
(WnraaSe4)
(W1027117.1) 18
{W1028962.3) 89
with the terms of this Agreemem and will be subject to review and approval by the City,
which will net be unreasombiy withhold.
Section o.ot. Dteteepr Lots. ilm conveyance, from timoto time, bynotes
and bounds or otherwise of airy pnrlion of the laatd to arty person for the porpoae of
qualifying such person to be a membaof 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 0.08. Other J
halytiW. The City wall pravide solid waste and
revys:ling servicas within the District forthemme rates, in the same mmnm, m the same
terms and conditions, and subject to the same regulations and ordinances, as amended.
that the City provides solid wage and meyding services to other customers inside its
corpomtelimits, Thr District will havt no liability for chatgegIersurb services exctpt for
charges for services provided to the District, if any. The nevelopa will have the right Io
select the providers of cable television, gas, telephone, telecvmmuniratioms, and all ether
utilities and services, ore provide `bandied' utilities within the land.
ey91112119 00. Magliftiesrod Home for District Electiona. One (t)
HIM-curtified manufactured home may be located within the land solely forthe purpose
of providing qualified mien within the District for the District's confirmation, director,
and bond elections. the manufactured home permitted by this Agntanent will not
require any permh or other approval by the Cily and will be promptly removed when no
longer needed.
seceion 0.10. Impact peen. Aral impact fees payable to the City with
terr to the Land will be paid by or on behalf of the Developer to the City in accordance
Mr
the Applinhle Rules; and, in consideration of the payment of impact fees, the
Developer will sttluire, on behalf of the District, the guaranteed right to restive service
from the City, water. waoewater, and/or madway systems, as applicable, for the living
unit equivalents of service for which impact fax have been paid.
ARTICLEX
AtITHORITY
&W211112.01. 1.\ttl t'!hu Agreement is entered into, in pan, under
the statutory authority of Section 552.014, Texas Lass Government Cade, which
authorizes the City to enter into a written contract with a water district mated under
Article RVI, Section 59 of the Texas Constitution underwhich the dtatrlct will acquire for
the benefit of and conveyin the City one or more projects.
ARTICLE Xf
TERM, ASSIGNMENT, AND REMEDIES
Section os. 'reamfile term of this Agreement shall commence on the
Effective Dale and (unless totminetted pursuant to ARI7CLB if shad continue antil the
District is dissolved in accordance with ARTICLE Vllf.
i"'I M ❑)
rwaaevi uW 12
(W1027117.1) 19
{WI028962.3} 90
Section tl.oz XlEniWadara =it Anicradelsenst by men5. This
Agreement may be terminated or amended as to all of the Land at any time by mutual
written consent ofile City, the Owner, and, followingmation of theiXotria, the District;
may be terminated orsntended only as to a portion of the land at my time by the mutual
written consent of the Ctry, the Owner of the portion of the load affected by the
am"dment 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.
(a) This Agreement, and the rights of the (Amer hereunder, may be assigned
hythe Owner. with theaty'smnsent, as foall nranyportion of the land. Airy assignment
wig be inwriting, specificaltysm forth the assigned rights and obligations, be executed by
the proposed assigns, and be delivered to the City. Ilia City's ronsent to any proposed
assignment will not he umnasonably withheld or delayed. The City berelry expressly
consents to and approves the assignment of this Agrmineen to Meritage Homes of Texas,
IJ.Cand agrees that no furthermnsent to each an assignment will be tternssan; 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 O oterwdi he severable,
and the Owner wiI net be liable for The nonperfnrmance rd the Assignee and vice versa.
In the case of nonperfurom nce byone Developer, the City may pursue all remedies agninat
that nonperforming Developer(s), but will not impede development activities of any
performing Developer as a result of that nonperformance.
(c) This Agreement is net intended to be binding upon, ur maw any
encumbrance to title as to, any ultimate commoner who purchases a fully developed and
improved hn within the Land.
(a) If the City defaults under tlow Agreement, the Owner or the District may give
notice setting forth the event M default ("1Nstf17t7 to the Goy. If the City fails to cure any
default that can he cured by the payment of money VAfnneroru f>efauh7 within. e5 days
from the dam the City receives the Notice, ar Ws to rommence the mite of any default
specified in the Notim that is not a Monetary Default Witbin e5 days of the data of the
Notice, and thereafter to diligently pumas such cure to completion, the Owner or the
District tray 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 nmsent to the creation of the District.
(b) If the Owner defaults under this Agreement, the City'nrthe District maygive
Notimto theOwiter. lithe Ownerfails to cum anyManotsry Default within 45days fram
the date it receives the Notice. or fails to commence he core or any default specified to
tic 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
"Farm this Agreement by injunctive relief from a Williamson County )Nstrict Cnurt or
"ainr Ni
ini,aaaa+ W t:l
(W1027117.1) 20
{W1028962.31 91
terminate this Agreement; however, except as permitted by Seals t_Z ii . any such
rertxdywili nut renka the City+s consent tothe creation of the District,
W If the DistrictdefauhsunderthmAgre nt,theCttymtheOwnermaygir
Notice to the District If the District faits to cure any htonatary Default within 45 days
from the date it receites the Notice, or fails to commence the care 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 diligentlypursuesuchcure to completion, theGtyorthe Owner may enforce
this Agreement by a writ of mandamus from a Williamson County District (hurt or
terminate this Agreement: however, any such nunedy w 11 not revoke the CiVs consent
to thecreation of the District.
(d) If any Party defaults, the prevailing Party in the dispute will be entitled to
recover its reasonable attorneys fees, expenses, and court coats from the non -prevailing
Party,
(a) The Parties each agree loexecutesuch furtherdneumenir"instruments as
may be necessary to evidence theiragmements 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 (amities or services in connection with the development of the
land.
(c) in the event of any third -party tawsuit or other shorn misting to the validity
of this Agreement or am 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 snit or
claim without diminution intbeir respective rights and obligations under this Agreement.
ARTICLE XII
MISCELLANEOUS PROVISIONS
soduW42M. Notice. Any notice given under this Agreement must be in
writing and may he given: (I) by depositing it in The United States mail, certified, with
return receipt requested, addressed to the Party to be ratified and with all charges
prepaid; or (it) by depositing it with Poderal Express or another service guaranteeing
'next day delivery', addressed to the Party to he notified and with all charges prepaid: or
(Ilq by personally delivering it to the Party, at any agent of the Party listed in this
Agmerneut. Notice by United States mail will be effective on the earlier of the date of
receipt arthree(3) days after the date of mailing. Notice given in any other manor will
heeffecliveonlywheareceived. Forpurposed ofootim, the addresses ofthe Parties will,
until changed as provided below, be as follows:
Cfry: City of Round Ruck
sat East Main Streit
Round Ruck, Texas 70664.
Attn: CityManager
twaenut tq
(woeeu.9141 t4
(WtC27117.1) 21
{W1028962.31 92
With Required Copy to: Stephan L Sheets
Sheets &Crossbeld
309 E Main Street
Round Rork, Texas 78664g264
OWNRR. C/o Scott Creasman
3232 Trexler Road
Texarkana. T. j5501
With Required Copy to:
AM Required fbpy to! Meritage Homes afTexes, UZ
892o Business Park Drive, Suite 350
Austin, Teas 78759
Attn: Elliot Jones
DISTRICT: John W. Bsrtrom
Armbrust & Brown, PLIR
too Congress Avenue, Suite r3oo
Austin, Texas 76701
16eParties may change their respective addresses toanyother address within the United
States of America bygivingatleast fivedays 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 ia.oa. 4evrnability. If any provision of this Agreement is illegal.
invalid, m unenforceable, under present cr future laws, it is the intention of the parties
that the remainder of this Agreement not be affected, and, in Neu of each illegal, invalid.
or unenforceable provision, that a Drsrvision 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 12.0-1 WaiverAny failure by a Party to insist upon strict
performance by the other parry 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 Iwoa. Applicable maw and Vanua. The interpretation,
performance, enforcement, and validity of this Agreement is governed by the laws of the
State of Texas. Venue will bo In a court of appropriatejurisdietfon in Williamson County.
Texas,
sSettion mo-g, EmIfire,Asereertttat. Ibis Agreement contains the entire
agreement of the Parties. There are no other agreements nr pmmiaes, oral or written,
IWennn w
(waaauaW4 15
(W1027117.1) 22
fW1028962.3) 93
between the Parties regarding the subject matter of tbis Agreement. This Agreement
supersedes all Other agreements between the Parties concerning the subject matter.
SwAms rs.cs6. Exhibits Hamilliga, Construttion. and C nticrpgN.
All schedules and exhibits referred to in or attached to this Agreement arc incorporated
into and made a part of this Agreement for all purposes. The paragraph headings
curtained fnthwAgreement are forconvenie m only and donotenlargc or limit thesmpe
ormeaoingnfthe paragraphs. Whercvcrappmpriatc,woldsofthemasrnlinegendcrmay
include the feminine or neuter, and the singular may include the plural, and vice-vera
The patties adknowledge that each of them has been actively and equally involved in the
negotiation of this Agreement. Accordingly, the cola ofconstruction that any ambiguities
arc 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 deemedtobeen originai,and all of which will together
cmWitule lhesamainstrument This Ageemcnt will bomma effective (as of the FAMive
Date of this Agreement) only when one or more counterparts, individually or taken
together, bear the signatures *fall of the Parties.
Section 12,92, jjMC. '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 Widaysi however, if the final day of any time
period We an a Saturday, Sunday, or legal holiday, then the final day will be deemed to
be thenext day that is net a Saturday. Sunday, or legal holiday.
Section 12.QQ. Authority 6.r Eximo bs The City certifies. represents.
and warrants that the execution of this Agreement has been dulyanthori ted and adopted
in conformity with its City Charter and City orddnanm%- The Owner hereby cvti6ea,
represents, and warrants that the execution of this Agrament hex been duty authorized
and adopted in conformity with the constituent documents of each person or entity
executing on behalf of the Owner.
Section ta.00 Force Maierrre. If, by reason of tons majeum, 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 form, majeutx to the other Parties within a reasonable time after the Occucurrence of
the event or cause relied upon, and the obligation of the Party gluing such notice, will, to
the extent it is affected by such force majeure, be suspended during the mmhnuance of
The inability but for no longer period. The Party claiming farce majeum must endeavor
to remove or overwmc such inability with all reasonable dispatch. The term bM
mnni= means Acts of Cod, striker, lockouts, or other industrial disturbances, arts of
the public enemy, orders of any trial of the government of the United Stairs or the Stale
of Texas, nr of any court or agency of competent jurisdiction or any civil Or military
authority, insurrection, riots, epideonks, landslides, lightning, earthquake, foes,
hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and
people, civil dismrbanres, vandalism, explosions, breakage or accidents to macbinen',
pipelines or canals, or inability on the part of a Party to perform due to any other causes
not rt:eonably within the control of the Party claiming such inability.
wen III M
pwwaem.-41 16
{W1027117.1) 23
{W1028962.3} 94
. Interpretation, As used in this Agreement, the term
'incituhng' means 'Including without Ihoiution' and the term "days' mexos calendar
days.nmhusinessdays. Wherever requited by the eomexl, 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 force whether or not so defined.
�"�" ">U. - . 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 -parry b¢nefdariec or to
confer any bonefit upon or enformbie right, under this Agreement or otherwise upon
anyone other than the My, the District, and the (hvn" (and say permitted assignee of
the Owner).
gttlICIIJE,12. AlIbibill.. The fofowing exhibits are attached to this
Agreement. and made a part berea for all purposes:
Exhibit A- Metes and founds Description of the fond
Exhibit E - Coneept Plem
Rxhibit C- Oty Consent Resulution
Hxltibit D- Depiction of Kenny Port Boulevard Realignment and Park
land
IN WI7-VFSS WHEREOF, the undersigned Parties have executed this Agreement
on the dates Indicated below to be effective as of the Effecthx Date of this Agreement
(Signatures on the following PWS.)
I%=11r1 14,
(wnanv ul 17
{W1027117.1) 24
M1028962.31 95
COUNPERPARTS(GNATURE PAGE TO
CONSENT ANT) DEVELOPMENT AGREEMENT
C{TV OF ROUND ROCK
BY.,
Ctaig arga .feyor —
Darer • `f • 1�1 _
THE SPATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on _t�la� R— _, sat9, by
Craig Morgan. Mayor of the City of Hound Nock, a�hoJ�m�e-Jrule�cit�y7uDnberthalFof said City.
kl w Notary Public Signature
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COUNTERPARTSIGNATURE PAGETO
CONSENT AND DEVELOPmMTAGREFAfENT
OMNI".
CRFSSMAN @ft'ERPRISES, LP, a Tuas
limited partnership
BY-' Cresstnan Enterprises Gp, UC. a Texas
limiteditad l��an5', its General
Pampe /
SeuR Crtssman, Managing
Date: M.7 t- �� y
MAN
KA5—'
Scott M. CY srnan, Agent
fA(107nel'-m' )
Date: I !"
FSTATE OF MARVIN R. CRE,SSMAN,
A(WA MARVIN RIC1 CRESSMAN,
DE
f/Ccaii.•
—R Mari; Crossmao, lndependeat
Executor of the Fsule of Marvin R.
Cr rnan, a/4/a Mersin Ri;ha.-d
Ctessman,J)7njjjJr.y�ed
J Date:^k
(y('taryArknowkdgmeuts f9I Devepoper nD F0J10%jng Pagel
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COUNTYOF_6QAg
"'is instument was acknowledged before mean the Ada of ija&x . zol ,
bySoaft Creasman, Managing Member0fCressman FnteGP,
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liability asmPar", Cen"M Partner of Creasman EntreWiSM P,f.. a Texas limited
ryrixs, LP, m aahip. limRcd
parmersh)p, on behaVot said limited liability comparry andlimiud parfltetahip.
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THESTATBOFTRRAS §
OOUNyY op—eaw (, g
Thiswahvment was aclmawtedged before me on the �F dayaf%n alrrg.
by Smtf M. Ctesmsan, Agent (Attornry.iu-Fact) of Kathryn A. dayof A on If of
Kathryn A Creammn. on
-
(SEAL) Notary Fobik Signature
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THKSWE OF7'ERAS g
CwNTYOP
Thu instrument wns acknow)edged before me on the —a dayof ant ,
by Swtf Mark Reesman. independent &t nrtor of the Estate of Masv(n am m,
a/k/a Marvin Richard Creasman, Deceased, on behalf of the FeYste of Marvin R.
Reesman, a/k/a Marvin Richard Creasman, Deceased. r�
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COUNTERPART SIGNATURE PAGE TO
CONSENT Al D D EV ELOPMENT AGREEMENT
ROUN ROCK MUNICIPAL 171i11'IY
DI MO.2
tly
ro rr. ,President
/Jsimrd of Dtroctom
Date:_Fr9s'�'> t1, on
'III ESTATE OPTMW
COUNTY OF WILLIAMSON
This instrument sear acknowledged before me an 2020, by
s'r"'a "^'' � . President d the Board of Directors of Ruund R Munisilsl 4tility
District No. 2, on behalf of said District.
Nor, nu Public Sigum
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DESCRIMON OF PHASE 2
LI`ANDESIGN*
SERVICES, INC.
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MEMS AND IRBINDS DCSCIUVI-RIN
IWING 50.92ACKCS DF I ANTI. SURVI(YI.D BY LANI1tiS1(:N SFRVICItS.
INC.. SIRIA11,A) IN 1If•. WILIJS iX)NAICO JR SURWY, ABSTRAV17 SO
I13 IN WRJJAMSON C'Ot T'I'Y. 'ITXAS AND JIIAM; A PORTION Of A
CAI J FD I74.62 ACRI I RAC1 01` LAND DISC RIR111) AS'DtAC'1' 3. IN A
WARRANTY DIW:D I'tt CIth%SMAN I:NI'IiRMUSI-S. LT.. AS RI'.CORDkD
IN DMUMRN"I NO. 200-100911. 01'I11L (ATICIAI. PUBLIC RECORDS OF
WILUAMSON C(A)MY. '11-XAS il7.F.R.W.C. 1".7. AND BI;IXG X40RI,
PARI'ICIf1Ak1.1' UIiSCH181>U DY MIPI'f•S AND SOUNDS AN R R,LDWS.
BEGINNING: at a IR.im:h mbot whit e;rya sfamPN "LSI SIIRVI,r' x1 in the I s.ct line of.ald
134.62 am tract and the Won hmol I.m 21. JACKll;'I'l1UMISON SIIBDIVISII)N. mmled in
C'nM1inclhSliatc94-96 uFUe FlatHcetwJanl-W'dfiarnsun C'aumy. lexm(I'.R.WLC.I ),from rrllich
a 17; im:h rchar with wP UumPad "1 tin Sl I ItYFY" xe1 fol de Nawthc;ul cnrwnd'ulid 114.0 oc,
lraut aml in the Weil lint ol'Lot 30. eanl JAC'KIF 1 DOMIS(7N SUBDIVISIOSI. 11, being in the
cxislirlg 5nulh nglnwF•wa) ]ite ol'Caaunp Raul III (old Solders Mulccald - RJI. W Vaneq.
boon North 1211'04" Wean JiUmtae of I i21 24 foci.
IIII.NO'. with the I•av line of Acid 134.62 acre Intel nerd the N'csl lime of slid JACI,11
'I 110MISON SUBDIVSION.the following mn C2) namres and Jialadoes
I. South 12-11'84"F.orlOdivame ol'7633A Jim 10 14-IMlt whar found feu die Smlot"a
aomx of I 19 and Into N'm lnw%t comer of tan IA, said lACKllI IOMISON
SI IRDIV IMM aad
2 South 01°37T9" Wcol adilunce ol-961.62 Joel lu lf2-inch rcbar with can aamlxd `ISI
Vt IR VI Y' oel, in the I nsl line lit ,,,d 1 ?4.62 :n'rc tenet are) the W eei line of 1 of I i, 4+id
J l('KILTIIOMISON st11JBIVISION.
O11 NO e)LY and oemre %aid 134.62 am Ire1. the )ullmting sc+cnl¢u (17) moose ul d
di44nvc:
I Sonh ltA 1147" Waf , Jislnmi of 20.00 feel In 12-inch rcbnc wish enF >enmprx! "1 tiI
SINVIA'xi:
2. \ncth AR°22'el"West nahuytcc afl$.pp lattw l�7•ileh ra9mntith eaP ala;npd "LSI
SYRVI'V"tt¢;
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7, South 01°37119" West a dLaonee ul11.90 feel hr If: -inch rchar wish sup smmpcd -1 tiI
Sl'.RVI.7V"set:
J. Aonh RN°53'36' Weil a Jisurcc of 336Ji fat It. 12-inch mkn %ith cap uumpni "1 %1
St RVLY'sn:
5. *�onh (10°36'24" Eol a distance of I5.77 fctt to 12-inch rcMr with rap scimpeJ'I_l'I
1A'RVFV' set:
6 Sonh6943'36"%VoI,di4occnf259.54feel to 1.24mll mhu withcap stamps!"1 SI
SI IRVI V, v1:
7. Somh 00°65*32" Fast u dislaae of 24.17 Im In 124ah r<lar with e.V stampv!'I SI
SURVEY" sm:
B. South 5l°15122" West a dtsmnec of 16.13 fat it, 12-inch mhu with eap stamped "1 SI
SI IRVEY'tet:
9. Akmg acuncto the Right hawng a admsol'60.aofat. an an lcngthol 70.901an.adrlcr
angle of 67°3635"- and a eM+rd which hears South WSW 21- Fast a dwanec of 66.76
fwi In a I2-inch Met, wirh cap mamisd "I tiI AIIRVI'V" ¢t:
10. South 61°01113" East a distance+ of 7.7n tier Io 12-inch relar Dill. cup ,Linjr" 'I SI
SI IRVVY'.set:
I1. Sta lh 03°20'37" West a Jlstnncc of lWA6 fwj to In_ -inch mlwr with cap vampsl'I %t
SURVEY" m:
12. North Will'i0" Weil a dlmame wf 6434 feet Io 112-inch mbar wirh eap aamlad 'I St
%I1R VRY" set:
l , South 67-%W46" West a distance nf200.110 feel In 1/2-inch rcisr with cyh W:ugwd 'I SI
WRVEY" set:
W, Nonh 02°o6'14' West a diamace of 17.781iit in IP_-inch aunt with cap aampd'I sl
SI'RVFV" scC
U. South NW02' IJ' Weil a distahu of 160.71 feet In Id -fah mlarr with eap stanghad •I SI
SI'HVhY'svf
16. Along a vatic In Ilia Right haawp a nalios A'3375.00 ket. on arc Icoglh w 10.25 Ind. o
Jolla angle of 00°l0'26 % mat a chard which beam South 00°52'33" Fast a ,Iknow 01
10.25 fees Ina It± -inch what with cap etanil%d'I %1 RIIRVI'1'"seL autl
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17. bulb 99°12Vo^ Weil a I islmn t,t 130.7i W w 12-inch rahm with cup stmlped "I%I
sl'R VI-.Y" set in N1at litu ol'wid 114.62 mm trxl and in the East line ofsaid 33.30: acre
IM0.
I II1::Neli with the W" litre td.said 134 (12 aetc tract and The bast hrc of wi l .11.307 am lraet.
The 114lost'ing lets (2)nturxa aid distance.
I. Along a cultic at the Left having it radius of 29M.13 feet, an we length of I33_44 I'cet. u
Della angle ofOP3F23", alvl a dnad svhidt hean North 01°25'OT' Wert a tOslalnc of
133.32 had I. a 172-inch mbar will, cap nlamped'ISI SURVEY' set: and
2 Nntth 02WM'IJ' N'ct a distaruc ul-8#7.GR feel to 12•inch mlwr •i01 rlp sT,nrynd "I SI
SI NtVPY'sel:
I l if V(7•. OWl mtd mows ttiJ 171.42 :Icre Incl. Itrr fidlnwing Iwof21 counts mJ Jnuuxes
L Nm/h 2]a,l]'i7^ F.mt a di4mwe ul' 893119 feel Yt I ]inch what tsIlh cap shnnM•d "I NI
SI IRYI:Y` aM:
2- Nnaeh 00'08.5T Flit is drsnrnee of 920.46 *, to Ile POIAT OF Ricmij (: qad
<umuining 50,92 gets of Imd Inurc.v k>s.
]his pwital is referenced fit, all Ianrmg and arordigiew harp In Ilw 1 swa �rvw I':gec l'wvtbnuq
sashac,KMh Nlwiuulhtlum n(19R31NAO83 dlllrWjuslmmp. Gnlr.Y Vnna+l d7031.
I hsaan4•s and areas sbnwn humm me gral vnllns wpmsntl4d In I ls. &msy Feet.
this prupvn} d se6plion %vas pn3enrl Iiom an on.lhe-gmelid sung•} Mfonnesl au1T nI)
wMn iskm mtd is aunnpurad M a wparam plat of elan dine.
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