The URL can be used to link to this page

G-98-08-27-9C1 - 8/27/1998ORDINANCE NO �- g8- 08- a `- (ICI AN ORDINANCE OF THE CITY OF ROUND ROCK, TEXAS, DESIGNATING A DISTRICT UNDER SECTION 42.044 TEXAS LOCAL GOVERNMENT CODE; AUTHORIZING AND APPROVING TI -11- EXECUTION OF A DEVELOPMENT AGREEMENT WITH THE OWNERS OF LAND WITHIN THE DISTRICT; PROVIDING TERMS AND CONDITIONS; PROVIDING AN EFFECTIVE DATE; AND WAIVING NOTICE AND PROCEDURAL REQUIREMENTS ALONG WITH WAIVING CERTAIN SUBSTANTIVE ORDINANCE REQUIREMENTS. Whereas, Section 42.044 of the Texas Local Government Code authorizes the governing body of a municipality to designate any part of its extraterritorial jurisdiction as an industrial district and to treat the designated area in a manner considered by the governing body to be in the best interest of the municipality; and Whereas, Section 42.044 of the Texas Government Code further authorizes the governing body of a municipality to make written contracts with owners of land in an industrial district contaMing lawful terms and considerations that the parties agree to be reasonable, appropriate and not unduly restrictive of business activities, and V hereas, Newland -Round Rock Associates, L.P. ("New1and' ) has requested that the City of Rourid Rock (the "City") designate certain property within the City's extraterritorial jurisdiction the "Land") as an industrial district and enter into the development agreement attached hereto as Attachment 1 regarding the Land (the "Development Agreement'); and Whereas, the City Council has considered the proposed Development Agreement and determ ned that the terms and considerations contained therein are reasonable, appropriate, and not unduly restrictive of business activities; and Whereas, the City Council has further determined that the designation of the Land as an industrial district and the approval of the Development Agreement are in the best interests of the City; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS Section 1. The recitations contained in the preamble to this Ordinance are true and correct 34599.3'081398 -1- Section 2. The Land, as more fully described by metes and bounds in Exhibit A to the Development Agreement attached hereto as Attachment 1, is hereby designated as an industrial district under Section 42.044 of the Texas Local Government Code. Section 3. The Development Agreement attached hereto as Attachment 1 is hereby approved, and the City Manager is authorized and directed to execute the Development Agreement on behalf of the City and to negotiate and execute amendments thereto from time to time, in accordance with the terms of the Development Agreement. Section 4. In the event of any conflict between the terms of this Ordinance, including the terms of the Development Agreement attached hereto as Attachment 1, and terms of other City ordinances, the terms of this Ordinance and the attached Development Agreement will control. All procedural and notice requirements required to enact, implement and enforce the terms of the Development Agreement, including without limitation, the granting of exceptions, consents or approvals contained therein, are hereby specifically waived. Section 5. If any provision of this Ordinance is illegal, invalid, or unenforceable under present or future laws, the remainder of this Ordinance will not be affected and, in lieu of each illegal, invalid, or unenforceable provision, a provision as similar in terms to the illegal, invalid, or unenforceable provision as is possible and is legal, valid, and enforceable will be added to this Ordinance Section 6 The City Secretary is hereby directed to file a (:opy of this Ordinance in the permanent records of her office. Section 7. The City Council hereby finds and declares that written notice of the date, hour and place and subject of the meeting at which this Ordinance was adoptedwas posted and that such meeting was open to the public as required by law at all times during which this Ordinance and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended. Section 8. This Ordinance will become effective upon its adoption and passage by the City Council (Mark through the alternative below that is not applicable): Alternative One : By motion duly made, seconded and passed with an affirmative vote of all the Council members present, the requirement for reading this ordinance on two separate days was dispensed with. READ, PASSED AND ADOPTED on first reading this _ day of , 1998. 34599.3/081398 -2- Alternative Two: READ, PASSED AND ADOPTED on first reading this I3 day of AuLuS1 , 1998. READ, PASSED AND ADOPTED on second reading this a1 day of RLL UST , 1998. ATTEST: nne Land, City Secretary APPROVED AS TO FORM AND CONTENT: City Attorney 34599.3/081398 -3- CITY OF ROJTND ROCK, TEXAS By: Charles Culpespe , ayor DEVELOPMENT AGREEMENT BETWEEN CITY OF ROUND ROCK, TEXAS AND NEWLAND-ROUND ROCK ASSOCIATES, L.P. 29298.18/081398 TABLE OF CONTENTS ARTICLE I - DEFINITIONS 1 Section ARTICLE II - Section Section S ection Section 1.01 Definitions 1 NEWLAND'S COMMITMENTS TO THE CITY 2 2.01 Master Development Fee 2 2.02 Advances of Master Development Fee 3 2.03 Letter of Credit 3 2.04 Credit for Advances 3 ARTICLE III - Section Section Section S ection Section ARTICLE IV - Section Section Section Section Section MASTER DEVELOPMENT PLAN 3 3.01 Phased Development 3 3.02 Concept Plan; Exceptions 3 3.03 Review Process 3 3.04 Term of Approvals 4 3.05 Amendments 4 BUSINESS PARK 4.01 Business Park 4.02 Annexation of Business Park; Zoning 4.03 Water and Wastewater Service 4.04 4.05 Street Lighting 4 4 4 4 5 5 Water and Wastewater Facilities ARTICLE V - CREATION OF RESIDENTIAL DISTRICTS Section 5.01 Section 5.02 Section 5.03 Section 5.04 5 Consent to Creation of Municipal Utility Districts 5 Water and Wastewater Services to Residential Districts 5 Street Lighting 5 Annexation 6 ARTICLE VI - WATER AND WASTEWATER UTILITY INFRASTRUCTURE AND CONSTRUCTION 6 Section 6.01 Approval of Utility Plan 6 Section 6.02 Avoidance of Duplication of Facilities 6 Section 6.03 Sizing of Offsite Facilities 6 Section 6.04 Construction of Offsite Facilities 6 Section 6.05 Ownership, Operation and Maintenance of Offsite Facilities 7 ARTICLE VII - OTHER UTILITIES 7 Section 7.01 Generally 7 Section 7.02 Drainage 7 29298.18/081398 -i- ARTICLE VIII - PARK AND RECREATIONAL AMENITIES 7 Section 8.01 Park Land and Improvements 7 Section 8.02 Stonewater Golf Course 8 Section 8.03 Golf Course Irrigation Water Supply 8 ARTICLE IX - EXCEPTIONS 8 Section 9.01 Zoning Ordinance 8 Section 9.02 Development Fees and Charges 8 Section 9.03 Term of Exceptions 8 ARTICLE X - AUTHORITY AND VESTING OF RIGHTS 9 Section 10.01 Authority 9 Section 10.02 Vesting of Rights. 9 Section 10.03 Landowner's Right to Continue Development. 9 ARTICLE XI - TERM, ASSIGNMENT AND REMEDIES 9 Section 11.01 Term. 9 Section 11.02 Addition of Land 10 Section 11.03 Termination and Amendment by Agreement 10 Section 11.04 Assignment 10 Section 11.05 Remedies 10 Section 11.06 Cooperation 11 ARTICLE XII - MISCELLANEOUS PROVISIONS 11 Section 12.01 Notice 11 Section 12.02 Severability; Waiver. 12 Section 12.03 Applicable Law and Venue. 12 Section 12.04 Entire Agreement 13 Section 12.05 Exhibits, Headings, Construction and Counterparts. 13 Section 12.06 Time. 13 Section 12.07 Authority for Execution. 13 Section 12.08 Exhibits 13 29298.18/081398 DEVELOPMENT AGREEMENT THE STATE OF TEXAS COUNTY OF WILLIAMSON This Development Agreement ("Agreement") is between the City of Round Rock, Texas ("the City"), a home -rule city located in Williamson County, Texas and Newland -Round Rock Associates, L.P., a Texas limited partnership ("Newland"). INTRODUCTION Newland owns or has contracted to purchase approximately 1,181 acres of land located within the extraterritorial jurisdiction of the City (the "Land"). The Land is more particularly described by metes and bounds on the attached Exhibit A, and its boundaries are depicted on the concept plan attached as Exhibit B ("Concept Plan"). Newland intends to develop the Land, together with approximately 374 acres of contiguous land located within the extraterritorial jurisdiction of the City of Georgetown, as "Stonewater", a 1,555 acre master -planned, mixed-use community that will include industrial, commercial and residential uses, together with substantial park and recreational facilities to serve the community. Stonewater will also include a golf course, club house and related facilities. Because the Land constitutes a significant development area that will be developed in phases under a master development plan, Newland and the City wish to enter into this Agreement, which will provide an alternative to the City's typical regulatory process for development, encourage innovative and comprehensive master -planning of the Land, provide certainty of regulatory requirements throughout the term of this Agreement and result in a high-quality development for the benefit of the present and future residents of the City and Stonewater. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the agreements set forth below, the parties contract as follows. ARTICLE I DEFINITIONS Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or in the City's ordinances, the following terms and phrases used in this Agreement will have the meanings set out below: Agreement: This Development Agreement between the City of Round Rock, Texas and Newland -Round Rock Associates, L.P. Business Park: The public improvement district to be created, under Chapter 372, Texas Local Government Code, over the portion of the Land designated for commercial/industrial land uses adjacent to Interstate Highway 35 on the Concept Plan. 29298.18/081398 1 Texas. City: The City of Round Rock, Texas, a home rule city located in Williamson County, City Manager: The City Manager of the City. Concept Plan: The master development plan for the Land attached as Exhibit B, which was approved by the City's Planning and Zoning Commission on April 15, 1998, as amended from time to time in accordance with 3.05 of this Agreement. Effective Date of this Agreement: The date when one or more counterparts of this Agreement, individually or taken together, bear the signature of all parties. Land: Approximately 1,181 acres of land located in the City's extraterritorial jurisdiction, described by metes and bounds on Exhibit A. Master Development Fee: The fee to be paid by Newland to the City, as described in Article II. Newland: Newland -Round Rock Associates, L.P., a Texas limited partnership, or its successors and assigns under this Agreement. Residential Districts: Two municipal utility districts to be created over the portions of the Land designated for residential land uses on the Concept Plan. Stonewater: The 1,555 acre master -planned development that will be developed by Newland on the Land and 374 acres of contiguous land within the extraterritorial jurisdiction of the City of Georgetown, Texas, described by metes and bounds on Exhibit C. Utility Plan: The engineering plan for extending water and wastewater service to the Land attached as Exhibit H. ARTICLE II NEWLAND'S COMMITMENTS TO THE CITY Section 2.01 Master Development Fee. As consideration for this Agreement, Newland agrees to pay the City a Master Development Fee of up to $2,500,000 out of proceeds from the issuance of bonds by the districts described in Articles IV and V hereof. This Master Development Fee will be calculated at the rate of 8% of each bond reimbursement received by Newland for construction, geotechnical and engineering expenditures advanced by Newland for water, wastewater and drainage facilities within the Land, in accordance with the formula attached as Exhibit D. Each installment of the Master Development Fee will be paid by Newland to the City upon receipt of the bond reimbursement upon which the fee is calculated. 29298.18/081398 2 Section 2.02 Advances of Master Development Fee. Newland agrees to advance the City up to $600,000 of the Master Development Fee, in up to three annual cash installments of $200,000 each. The first installment will be payable within 30 business days after the City approves the construction plans for the subdivision improvements required for the first subdivision plat submitted by Newland to the City for approval, but in no event sooner than January 2, 1999, and subsequent installments will be payable on the same day of each year thereafter until the first to occur of: (a) the year in which the first installment of district bonds is issued, or (b) the year 2001. Section 2.03 Letter of Credit. Newland agrees to secure its obligation to provide the advances described in 2.02 by posting with the City, within 30 business days of (a) the Effective Date of this Agreement, or (b) approval by the City of the final plat for the first subdivision section out of the Land submitted by Newland, whichever occurs last, a letter of credit in the amount of $600,000. This letter of credit will be reduced by $200,000 annually, as each advance under 2.02 is paid to the City, and will be returned to Newland on December 31, 1999, if the City has not approved the construction plans for the subdivision improvements required for the first subdivision plat submitted by Newland prior to that date. Section 2.04 Credit for Advances. Newland will receive a credit in the amount of 33% of each installment of the Master Development Fee paid to the City under 2.01 until Newland has received credits equal to the total amount advanced by Newland under 2.02, in accordance with the attached Exhibit D-1. ARTICLE III MASTER DEVELOPMENT PLAN Section 3.01 Phased Development. Newland intends to develop the Land in phases, according to the phasing plan attached as Exhibit E. The City acknowledges that the portions of the Land not under active development will remain in use as income-producing agricultural lands. Section 3.02 Concept Plan; Exceptions. The City hereby confirms its approval of the Concept Plan for the Land attached as Exhibit B. The City acknowledges that the Concept Plan complies with the City's General Plan, as amended; approves the land uses, densities, exceptions, utility and roadway alignments and sizings and other matters shown on the Concept Plan, and confirms that the Concept Plan has been approved by all requisite City departments, boards and commissions of the City, including, without limitation, the Planning and Zoning Commission. Preliminary plats and final subdivision plats that comply with the Concept Plan, applicable City ordinances as modified by this Agreement, and state law will be approved by the City. Section 3.03 Review Process. The City acknowledges that Newland intends to proceed with the development of the Land within a compressed time schedule, and that efficient City reviews are necessary for the effective implementation of Newland's development program. Therefore, the City agrees that it will comply with all statutory and internal City timeframes for development reviews. The City further agrees that if, at any time, Newland believes that an impasse has been 29298.18/081398 3 reached with the City staff on any development issue affecting Stonewater, Newland may immediately appeal to the City Manager for a resolution. Section 3.04 Term of Approvals. The Concept Plan will be effective for the term of this Agreement. Any preliminary subdivision plat or final subdivision plat that is consistent with the Concept Plan, applicable City ordinances and state law will be effective for the term of this Agreement. Section 3.05 Amendments. Due to the fact that Stonewater comprises a significant land area and its development will occur in phases over a number of years, modifications to the Concept Plan may become desirable due to changes in market conditions or other factors. Minor changes to the Concept Plan, including minor modifications of street alignments, minor changes in lot lines, and changes in lot sizes that do not result in an increase in the overall density of development of the Land or an increase in water and wastewater utility requirements as contemplated by the City's General Plan, applicable City ordinances and state law will be approved administratively by the City's Director of Planning. Similarly, minor variations of a preliminary plat or final plat from the Concept Plan that do not increase the overall density of development of the Land, as contemplated by the City's General Plan, will not require an amendment to the Concept Plan. Major amendments to the Concept Plan must be consistent with the terms of this Agreement and approved by the City. ARTICLE IV BUSINESS PARK Section 4.01 Business Park. The City acknowledges that Newland proposes that a public improvement district ("Business Park") be created over the portion of the Land to be acquired by Newland that will be utilized for commercial and/or industrial land uses adjacent to Interstate Highway 35, as shown on the Concept Plan. The City agrees to cooperate with Newland in connection with the procedures required for the creation of the Business Park. The 20.1 acre tract indicated as Apartment or Commercial/Industrial on the Concept Plan may, at Newland's option, be included in either the Business Park or one of the Residential Districts described in Article V. Section 4.02 Annexation of Business Park; Zoning. Newland will not be required to submit a request for annexation with the submission of each final plat of land within the Business Park. Subsequent to the creation of the Business Park by the City, Newland will apply for annexation of each lot within the Business Park into the City's corporate limits upon its request for the issuance of a certificate of occupancy for the improvements constructed on that lot, or at such earlier time as Newland and the City agree is appropriate to facilitate the financing contemplated under 4.01. The City, contemporaneously with the annexation of the property, will zone any undeveloped property consistently with the land uses shown on the Concept Plan and will zone all developed property consistently with the land uses in existence on the date of annexation. Section 4.03 Water and Wastewater Service. The City will provide retail water and wastewater utility services to the land within the Business Park, at levels sufficient to serve the land uses shown on the Concept Plan, at the City's standard in -City water and wastewater utility rates. 29298.18/081398 4 Section 4.04 Water and Wastewater Facilities. Newland or the Business Park will design, finance and construct all water and wastewater utility facilities within the Business Park, and will convey those facilities to the City for ownership, operation and maintenance, subject to (a) a reservation of capacity on behalf of the Business Park and the Residential Districts as required for service to Stonewater, and (b) Newland's right to reimbursement for the cost of the facilities from the Business Park and the Residential Districts. The City agrees to accept the water and wastewater facilities for operation and maintenance upon completion of the facilities and delivery of the required one-year maintenance bond. Section 4.05 Street Lighting. Newland, or an electric utility, will construct all required street lighting within the boundaries of the Business Park, and the City or its designee will operate and maintain the street lighting within the Business Park. ARTICLE V CREATION OF RESIDENTIAL DISTRICTS Section 5.01 Consent to Creation of Municipal Utility Districts. The City acknowledges receipt of Newland's request, in accordance with Section 54.016, Texas Water Code and Section 42.042, Texas Local Government Code, for creation of two municipal utility districts (collectively, the "Residential Districts") over a portion of the Land. On the Effective Date of this Agreement, the City has approved the resolution attached as Exhibit F, consenting to the inclusion of the portion of the Land described therein within the Residential Districts. The City agrees that this resolution will be deemed to constitute the City's consent to the creation of the Residential Districts within its extraterritorial jurisdiction. This Agreement will also constitute the consent of the City for any Residential District to annex or exclude land within the portion of Stonewater that is located within the City's extraterritorial jurisdiction in furtherance of Newland's development goals; however, no Residential District may annex any land outside of the boundaries of Stonewater, as those boundaries exist from time to time, without the prior written approval of the City. No further action will be required on the part of the City to evidence its consent to the creation of the Residential Districts, or to the annexation or exclusion of land within the portion of Stonewater located within the City's extraterritorial jurisdiction by the Residential Districts; however, the City agrees to provide any additional confirmation of its consent that may be required by Newland or the Residential Districts if requested to do so. Section 5.02 Water and Wastewater Services to Residential Districts. The City agrees to enter into a wholesale water and wastewater utility services agreement with each of the Residential Districts on the terms set forth on Exhibit G. This agreement will include any other, standard terms contained in City wholesale water and wastewater service contracts that are not in conflict with the terms of Exhibit G. Section 5.03 Street Lighting. Newland, or an electric utility, will construct all required street lighting within the boundaries of each Residential District, and the Residential Districts will be required to operate and maintain the street lighting within their boundaries. 29298.19/081798 5 Section 5.04 Annexation. a. The City agrees that it will not annex any Residential District until: (i) water, wastewater and drainage facilities have been completed to serve at least 90% of the developable acreage within that Residential District; and (ii) (a) Newland has been reimbursed by the Residential District for the water, wastewater and drainage facilities within that district in accordance with the rules of the Texas Natural Resources Conservation Commission or (b) the City has expressly assumed the obligation to reimburse Newland under those rules. The City agrees that the submission of a request for annexation will not be required with each final plat of property within the Residential Districts. b. Contemporaneously with the annexation of the land within a Residential District, the City will zone any undeveloped property within that District consistently with the land uses shown on the Concept Plan, and will zone all developed property consistently with the land uses in existence on the date of the annexation. ARTICLE VI WATER AND WASTEWATER UTILITY INFRASTRUCTURE AND CONSTRUCTION Section 6.01 Approval of Utility Plan. The Utility Plan is accepted by the City for purposes of showing the preliminary routing and sizing of the facilities to be constructed to extend water and wastewater services to the Land. Section 6.02 Avoidance of Duplication of Facilities. The City and Newland desire to avoid the unnecessary duplication of utility facilities within Stonewater. The City therefore agrees, subject to approval by Georgetown, to enter into an interlocal agreement with the City of Georgetown and/or a municipal utility district to be created within the Georgetown extraterritorial jurisdiction that allows the area of Stonewater that is located within the extraterritorial jurisdiction of Georgetown and gravity -flows to the City's wastewater utility facilities to be provided wastewater treatment service through the City. Section 6.03 Sizing of Offsite Facilities. The City agrees to cost participate in the cost of constructing the major offsite utility infrastructure required to serve Stonewater in accordance with Exhibit I. Section 6.04 Construction of Offsite Facilities. Newland, or the Residential Districts, will diligently attempt to obtain the donation of all easements necessary for the construction of the major offsite utility infrastructure shown on the approved Utility Plan. If Newland or the Residential Districts are unable to obtain all required offsite easements for nominal or no cost, the City will acquire these easements, utilizing its power of eminent domain, if necessary, at Newland's or the Residential Districts' expense. Newland, through the Residential Districts, will be responsible for construction of the offsite facilities as growth within Stonewater requires these facilities. 29298.18/081398 6 Section 6.05 Ownership, Operation and Maintenance of Offsite Facilities. All offsite facilities and the Barton Hill Reservoir to Chandler Road Water Transmission Main will be conveyed to the City for ownership, operation and maintenance, subject, however, to (a) a reservation of capacity on behalf of the Residential Districts and the Business Park as required for service to Stonewater, and (b) Newland's right to reimbursement for the cost of the facilities from the districts. The City agrees to accept these offsite facilities for operation and maintenance upon completion of construction and delivery of the required one-year maintenance bonds. All internal facilities within the Residential Districts will be conveyed to the Residential Districts for ownership, operation and maintenance. Section 6.06 Subdivision Construction Agreement. The City agrees that Newland may provide a subdivision construction agreement to the City in lieu of posting a letter of credit or performance bond for the cost of incomplete subdivision improvements at the time of final plat approval. ARTICLE VII OTHER UTILITIES Section 7.01 Generally. Newland will have the right to select the providers of CATV, gas, electric, telephone, telecommunications and all other utilities and services, including solid waste collection and recycling services, or to provide "bundled" utilities within Stonewater, provided that the City will be entitled to receive applicable franchise fees from all utility providers in any portion of Stonewater that is located within the City limits. Section 7.02 Drainage. Newland, or its successors or assigns, will maintain all stormwater drainage facilities within Stonewater that are not accepted by the City, the Business Park or one of the Residential Districts for operation and maintenance, including all drainage easements located within the Stonewater golf course. ARTICLE VIII PARK AND RECREATIONAL AMENITIES Section 8.01 Park Land and Improvements. In recognition of the character of Stonewater as a master -planned community and in acknowledgment of the substantial private parkland, greenbelts, trails and park improvements that will be provided by Newland within Stonewater, as set forth on Exhibit J, the City agrees that Newland will receive a 100% credit for private parkland within Stonewater against the City's parkland dedication requirements and that no additional parkland dedication or park fees will be required from Newland. All playgrounds will be designed to comply with the accessibility requirements of the Americans with Disabilities Act. All playground equipment will meet consumer product safety standards. 29298.18/081398 7 Section 8.02 Stonewater Golf Course. a. One of the principal recreational amenities to be provided by Newland within Stonewater is an 18 -hole golf course in the location shown on the Concept Plan. Newland intends that, initially, the Stonewater golf course will be operated as a daily fee course. The fees for daily play at the Stonewater golf course will not be less than the fees at the City's Forest Creek golf course so long as the Forest Creek golf course is owned by the City and operated as a public course. In the future, the Stonewater golf course may be converted to a private, membership -only course. b. The City consents to the use of an on-site sewerage system to provide wastewater service to any remote golf course restrooms on an interim basis until adjacent development justifies the extension of wastewater collection facilities to the sites. Section 8.03 Golf Course Irrigation Water Supply. Newland agrees that City potable water will not be used for permanent, sole -source irrigation of the golf course. The City agrees that water from any other source, including ground water from either on-site or off-site wells or reclaimed water may be utilized for permanent irrigation of the golf course. Newland and the City agree to cooperate in an effort to provide for the irrigation of the golf course using City Type I wastewater, if Newland determines that this source of irrigation would be economical, practical and timely. ARTICLE IX EXCEPTIONS Section 9.01 Zoning Ordinance. The City hereby approves an exception to Section 11.306 of the City's Zoning Ordinance, Chapter 11, Code of Ordinances of the City of Round Rock, Texas, to permit the land within Stonewater to be annexed at the zoning classifications described in 4.02 and 5.04, rather than an interim zoning classification. Section 9.02 Development Fees and Charges. Newland has applied for, and the City hereby approves, the exceptions, waivers and credits to the City's existing development fees and charges described on the attached Exhibit M. Section 9.03 Term of Exceptions. The exceptions to City ordinances approved for the Land as set forth in this Agreement will become effective on the Effective Date of this Agreement and remain effective for 15 years thereafter, unless terminated on an earlier date under other provisions of this Agreement or by written agreement of the City and Newland. Following the expiration of 15 years, these exceptions may be extended, at Newland's request, with City Council approval, for up to three successive five-year periods. 29298.18/081398 8 ARTICLE X AUTHORITY AND VESTING OF RIGHTS Section 10.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 42.044 of the Texas Local Government Code, "Creation of Industrial District in Extraterritorial Jurisdiction", which authorizes the City to make written contracts with the owners of land within an industrial district, establishing lawful terms and considerations that the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities. In accordance with the authority granted to the City under Section 42.044, Texas Local Government Code, the City hereby designates the Land as an industrial district, which includes not only industrial uses, but also areas in which tourist -related businesses and facilities will be located. The parties intend that this Agreement guarantee the continuation of the extraterritorial status of portions of the Land as provided in this Agreement; authorize certain land uses and development on the Land; provide for the uniform review and approval of plats and development plans for the Land; provide exceptions to certain ordinances; and provide other terms and consideration, including the continuation of land uses and zoning after annexation of the Land. Section 10.02 Vesting of Rights. This Agreement constitutes an application by Newland for the subdivision and development of the Land, and initiates the subdivision and development permit process for the Land. The City acknowledges that Newland has vested authority to develop the Land in accordance with this Agreement. It is the intent of the City and Newland that these vested development rights include the character of land uses, the number of units, the general location of roadways, the design standards for streets and roadways, and development of the Land in accordance with the standards and criteria set forth in this Agreement and applicable City ordinances in existence on the Effective Date of this Agreement, as modified in accordance with the exceptions described in Article IX. Section 10.03 Landowner's Right to Continue Development. In consideration of Newland's agreements hereunder, the City agrees that it will not, during the term of this Agreement, impose or attempt to impose: (a) any moratorium on building or development within Stonewater or (b) any land use or development regulation that limits the rate or timing of land use approvals, whether affecting preliminary plats, final plats, site plans, building permits, certificates of occupancy or other necessary approvals, within Stonewater. The preceding sentence does not apply to temporary moratoriums uniformly imposed throughout the City due to an emergency constituting imminent threat to the public health or safety, provided that such a moratorium will continue only during the duration of the emergency. ARTICLE XI TERM, ASSIGNMENT AND REMEDIES Section 11.01 Term. The term of this Agreement will commence on the Effective Date and continue for 15 years thereafter, unless terminated on an earlier date under other provisions of this Agreement or by written agreement of the City and Newland. Upon the expiration of 15 years, this 29298.18/081398 9 Agreement may be extended, at Newland's request, with City Council approval, for up to three successive five-year periods. Section 11.02 Addition of Land. The City acknowledges that Newland may, in the future, desire to add additional land, contiguous to the existing Stonewater project boundaries, to the property that is subject to this Agreement. If Newland acquires property contiguous to Stonewater that it desires to add to the project and make subject to this Agreement, Newland will give written notice to the City of the acquisition, which will include a description of the property that has been acquired and a proposed concept plan for that property. The City's approval of the addition of land will not be unreasonably withheld or delayed, but will be in accordance with applicable City ordinances and state law. Section 11.03 Termination and Amendment by Agreement. This Agreement may be terminated or amended as to all of the Land at any time by mutual written consent of the City and Newland or may be terminated or amended only as to a portion of the Land by the mutual written consent of the City and the owners of the portion of the Land affected by the amendment or termination. Section 11.04 Assignment. a. This Agreement, and the rights of Newland hereunder, may be assigned by Newland, with the City's consent, to a subsequent developer of all or a portion of the undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights and obligations and be executed by the proposed assignee. The City's consent to any proposed assignment will not be unreasonably withheld or delayed. b. If Newland assigns its rights and obligations hereunder as to a portion of the Land, then the rights and obligations of any assignee and Newland will be severable, and Newland will not be liable for the nonperformance of the assignee and vice versa. In the case of nonperformance by one developer, the City may pursue all remedies against that nonperforming developer, but will not impede development activities of any performing developer as a result of that nonperformance. c. This Agreement is not intended to be binding upon, or create any encumbrance to title as to, any ultimate consumer who purchases a fully developed and improved lot within the Land, or as to any portion of the Land that is not acquired by Newland. Section 11.05 Remedies. a. If the City defaults under this Agreement, Newland may enforce this Agreement by seeking a writ of mandamus from a Williamson County District Court, or may give notice setting forth the event of default ("Notice") to the City. If the City fails to cure any default that can be cured by the payment of Money ("Monetary Default") within 45 days from the date the City receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such 29298.18/081398 10 cure to completion, Newland may terminate this Agreement as to all of the Land owned by Newland, or as to the portion of the Land affected by the default. b. If Newland defaults under this Agreement, the City may enforce this Agreement by seeking injunctive relief from a Williamson County District Court, or the City may give Notice to Newland. If Newland fails to cure any Monetary Default within 45 days from the date it receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such cure to completion, the City may terminate this Agreement. c. If either party defaults, the prevailing party in the dispute will be entitled to recover its reasonable attorney's fees, expenses and court costs from the non -prevailing party. Section 11.06 Cooperation. a. The City and Newland 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 Newland in connection with any waivers or approvals Newland may desire from the City of Georgetown and Williamson County in order to avoid the duplication of facilities or services in connection with the development of Stonewater. c. In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, Newland and the City agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. ARTICLE 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; (iii) by personally delivering it to the party, or any agent of the party listed in this Agreement, or (iv) by facsimile with confirming copy sent by one of the other described methods of notice set forth. Notice by United States mail will be effective on the earlier of the date of receipt or 3 days after the date of mailing. Notice given in any other manner will be effective only when received. For purposed of notice, the addresses of the parties will, until changed as provided below, be as follows: 29298.18/081398 11 ROUND ROCK: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Attn: City Manager With Required Copy to: Steve Sheets Brown McCarroll Sheets & Crossfield 309 E. Main Street Round Rock, Texas 78664-5264 LANDOWNER: Newland -Round Rock Associates, L.P. P. O. Box 1268 Round Rock, Texas 78680-1268 Attn: Vice President With Required Copy to: Newland Associates, Inc. 9404 Genesee Avenue, Suite 230 La Jolla, California 92037 Attn: Chief Executive Officer Sue Brooks Littlefield Armbrust Brown & Davis, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 The parties may change their respective addresses to any other address within the United States of America by giving at least 5 days' written notice to the other party. Newland may, by giving at least 5 days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. Section 12.02 Severability; Waiver. If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that a provision be added to this Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement will not be deemed a waiver thereof or of any other provision, and such party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. Section 12.03 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. 29298.18/081398 12 Section 12.04 Entire Agreement. This Agreement contains the entire agreement of the parties. There are no other agreements or promises, oral or written, between the parties regarding the subject matter of this Agreement. This Agreement can be amended only by written agreement signed by the parties. This Agreement supersedes all other agreements between the parties concerning the subject matter. Section 12.05 Exhibits, Headings, Construction and Counterparts. All schedules and exhibits referred to in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice -versa. The parties acknowledge that each of them have been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or inconsistency between the provisions of this Agreement and otherwise applicable City ordinances, the terms of this Agreement will control. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will together constitute the same instrument. This Agreement will become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the parties. Section 12.06 Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday or legal holiday. Section 12.07 Authority for Execution. The City each certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. Newland hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of Newland. Section 12.08 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: 29298.18/081398 Exhibit A - Metes and Bounds Description of the Land Exhibit B - Concept Plan Exhibit C - Metes and Bounds Description of Portion of Stonewater Located within Georgetown ETJ Exhibit D - Master Development Fee Formula 13 29298.19/081798 Exhibit D-1 - Credit Formula Exhibit E - Phasing Plan Exhibit F - Residential Districts Consent Resolution Exhibit G - Terms of Wholesale Water and Wastewater Utility Services to Residential Districts Exhibit H - Water and Wastewater Utility Plan Exhibit I - Oversizing of Facilities Exhibit J - Park and Recreational Amenities Exhibit K - Development Fees Exceptions, Waivers and Credits 14 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. ATTEST: P nted Name: •aORA111(E LAN1Z) Title: 4C,/n / C5 APPROVED: City Attorney 29298.18/081398 CITY OF14 OUND ROCK By: Printed Name t C14eL5 CULP6PPM Title:yO#� Date: 7• /D' 98' NEWLAND-ROUND ROCK ASSOCIATES, L.P., a Texas limited partnership By: Newland Associates Round Rock, Inc., a Texas corporation, General Partner 15 By: Name: Title: Date: By: Name: Title: Date: STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me the NJ day of 1998, by el RIArj CULPEPPER, tri Nog..., of the City of ound Rock, Texas, a home -rule city, on behalf of the city. :05p •ay„:' CHRISTINE R. MARTINEZ 7. MY COMMiSS0Fv EXPIRES ,.....•E+:, August 5, 2001 STATE OF TEXAS COUNTY OF WILLIAMSON § Notary Public Signature This instrument was acknowledged before me the day of 1998, by of Newland Associates Round Rock, Inc., a Texas corporation, General Partner Newland -Round Rock Associates, L.P., a Texas limited partnership, on behalf of the corporation and the partnership. Notary Public Signature STATE OF TEXAS COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 1998, by of Newland Associates Round Rock, Inc., a Texas corporation, General Partner Newland -Round Rock Associates, L.P., a Texas limited partnership, on behalf of the corporation and the partnership. 29298.18/081398 16 Notary Public Signature IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. ATTEST: Printed Name: Title: APPROVED: City Attorney CITY OF ROUND ROCK By: Printed Name: Title: Date: NEWLAND-ROUND ROCK ASSOCIATES, L.P., a Texas limited partnership By: Newland Associates Round Rock, Inc., a Texas corporation, General Partner By: B 9,,e e Name: Derek C. Thomas Title: Vice President Date: 91 4)7 e: James M. Del - amer itle: Assistant Secretary Date: 901-98 STATE OF TEXAS COUNTY OF WILLIAMSON § This instrument was acknowledged before me the day of 1998, by of the City of Round Rock, Texas, a home -rule city, on behalf of the city. STATE OF CALIFORNIA COUNTY OF SAN DIEGO Notary Public Signature On id, -6-7-44.-t_, before me, 4//it[� Notary Public, personally appeared DEREK C. THOMAS and JAMES M. DELHAMER of NEWLAND ASSOCIATES ROUND ROCK, INC., a Texas corporation, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public EXHIBIT A FIELD NOTES FOR NEWLAND ROUND ROCK ASSOCIATES, L.P. OPTION TRACT ONE BEING 895.35 acres of land, situated in the Barney C. Low Survey, Abstract No. 385 and the N. B. Anderson Survey, Abstract No. 29, in Williamson County, Texas, said land being a portion of that certain First Tract, called 100 acres, as conveyed to John H. Nash, Jr. and wife, Margaret M. Nash, by deed as recorded in Volume 448, Page 326, of the Deed Records of Williamson County, Texas, a portion of that certain tract of land, called 112 1/4 acres, as conveyed to John H. Nash, Jr. by deed as recorded in Volume 457, Page 472, of the Deed Records of Williamson County, Texas, and a portion of that certain tract of land, called 4.998 acres, as conveyed to John H. Nash, Jr. by deed as recorded in Volume 952, Page 447, of the Deed Records of Williamson County, Texas, a portion of that certain tract of land, called 203.1 acres, as conveyed to John H. Nash, Jr. and wife, Margaret M. Nash by deed as recorded in Volume 448, Page 326, of the Deed Records of Williamson County, Texas, a portion of that certain tract of land, called 263.0 acres, as conveyed to John H. Nash, Jr. by deed as recorded in Volume 487, Page 454, of the Deed Records of Williamson County, Texas, a portion of that certain tract of land, called 89.4 acres, as conveyed to John H. Nash, Jr. by deed as recorded in Volume 674, Page 960, of the Deed Records of Williamson County, Texas, that certain tract of land, called 40 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 462, Page 155, of the Deed Records of Williamson County, Texas, and a portion of that certain tract of land, called 119.3 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 502, Page 118, of the Deed Records of Williamson Counry, Texas and a small tract of land between the south line of the said 112 1/4 acre tract (457/472) and of the old north right-of-way of County Road No. 114 (Chandler Road). Surveyed on the ground in the month of October, 1996, under the supervision of Don H. Bizzell, Registered Professional Land Surveyor, and being more particularly described as follows; BEGINNING at an iron pin found at a fence corner marking the Northwest corner of the above -referenced 263.00 acre Nash tract, being the Northeast corner of that certain tract o land, called 82.060 acres, as conveyed to Joe D. Anderson and wife Vera R. Anderson, by deed as recorded in Volume 848, Page 511, of the Deed Records of Williamson County, Texas, being on the south line of that certain tract Viand, called 60 acres, as conveyed to Charles J. Johnson by deed as recorded in Volume 848, Page 817, of the Deed Records of Williamson County, Texas, for the most northerly Northwest corner hereof; THENCE, with a fence along the north line of the said 263.0 acre Nash tract, N 78° 37' 30" E, 544.04 feet to an iron pin found at a fence corner marking the Southeast corner of the said 60 acre Johnson tract, being the Southwest corner of that certain tract of land, called 62.048 acres, as conveyed to Lois H. Anderson by deed as recorded in Volume 2235, Page 889, of the Official Records of Williamson County, Texas, and continuing with the fence, N 78° 44' E, 503.47 feet to a 40d nail set by a cedar post; N 78° 48' 30" E, 1,019.93 feet to a 40d nail set at a 24" Hackberry and N 78° 01' E, 338.34 feet to an iron pin found at a fence corner marking the Southeast corner of the said 62.048 acre Anderson tract, the most westerly Northeast corner of the said 263.0 acre Nash tract, the Northwest corner of the above -referenced 40 acre Nash tract, and the Southwest comer of that certain tract of land, called 100 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 453, Page 209, of the Deed Records of Williamson County, Texas, and continuing along the south line of the said 100 acre Nash tract (453/209), N 68° 36' E, passing the Northeast corner of the said 40 acre Nash tract, being the most easterly Northwest corner of the said 263.0 acre Nash tract, passing the Northeast corner of the said 263.0 acre Nash tract, being the Northwest corner of the above -referenced 119.3 acre Nash tract, for a total distance of 2,594.00 feet to an iron pin set on the west line of Farm to Market Highway No. 1460, for the Northeast corner hereof; THENCE, along the said west line of F.M. Highway No. 1460, as follows; THENCE, S 21° 01' E, 3,639.03 feet to a concrete monument found; THENCE, S 1° 46' W, 53.64 feet to an iron pin set at the beginning of a curve to the right, (Radius = 2,232.01 feet, Long Chord bears S 19° 00' 30" E, 37.07 feet to an iron Phi found on the south line of the said 119.3 acre Nash tract, marking the Northeast corner of that certain tract of land, called 53.60 acres, as conveyed to Magnolia-Lonestar, Inc. by deed as recorded in Volume 2411, Page 320, of the Official Records of Williamson County, Texas, for the most easterly Southeast corner hereof; THENCE, with a fence along the south line of the said 119.3 acre Nash tract, being the north line of the said 53.60 acre Magnolia-Lonestar, Inc. tract, as follows; S 76° 13' W, 868.63 feet to a 40d nail found; S 74° 36' 30" W, 95.83 feet to a 40d nail found; S 78° 13' 30" W, passing the Southwest comer of the said 119.3 acre Nash tract, being the most easterly Southeast corner of the above -referenced 263.0 acre Nash tract, and continuing with the fence along the south line of the said 263.0 acre Nash tract, for a total distance of 1,016.23 feet to a 40d nail found; and S 79° 00' 30" W, 799.11 feet to an iron pin found at a fence corner marking an interior corner of the said 263.0 acre Nash tract, being the Northwest comer of the said 53.60 acre Magnolia-Lonestar, Inc. tract, for an interior corner hereof; Page I of 3 ©j EXHIBIT A - PAGE 1 OF 9 Steger & Bizzell Engineering, Inc. Consulting slneers Surveyor■ 1e171a0-6u2 r,.. (111)130 -.4 EXHIBIT A _.t THENCE, with a fence along the east line of the said 263.0 acre Nash tract, being the west line of the said 53.60 acre Magnolia-Lonestar, Inc. tract, S 20° 19' E, 334.64 feet to a 40d nail found; S 21° 23' 30" E, 68.29 feet to a 40d nail found and S 20° 55' 30" E, passing the most southerly Southeast comer of the said 263.0 acre Nash tract, being the Northeast corner of the above -referenced 89.4 acre Nash tract, and continuing with the fence along the east line of the said 89.4 acre Nash tract, for a total distance of 964.16 feet, in all, to an iron pin found on the north line of County Road No. 114, (Chandler Road), marking the Southwest corner of the said 53.60 acre Magnolia-Lonestar, Inc. tract, for the most southerly Southeast corner hereof; THENCE, along the said north line of County Road No. 114 (Chandler Road), S 69° 35' W, passing the west line of the said 89.4 acre Nash tract, being the east line of the above -referenced 203.1 acre Nash tract, for a total distance of 4,572.18 feet, to an iron pin set at the beginning of a curve to the left, (Radius = 2,045.00 feet, Long Chord bears S 65° 42' 30" W, 276.02 feet) and along the said curve for an arc distance of 276.23 feet to an iron pin set at the intersection of the said new north line of County Road No. 114 (Chandler Road) and the old north line of County Road No. 114 (Chandler Road), for a comer hereof; THENCE, along the said old north line of County Road No. 114 (Chandler Road), S 82° 57' 30" W, 291.93 feet to an iron pin set at an old fence corner on the west line of the said 203.1 acre Nash tract, being the east line of the above -referenced 112 1/4 acre Nash tract, with the fence along the said west line of the 203.1 acre Nash tract and the east line of the said 112 1/4 acre Nash tract, S 20° 36' 30" E, 41.63 feet to a 11/4" galvanized iron pipe found and S 44° 48' 30" W, 731.19 feet to an iron pin set at the intersection of the said old north line of County Road No. 114 (Chandler Road) and the new north line of County Road No. 114 (Chandler Road); for a comer hereof; THENCE, along the said new north line of County Road No. 114 (Chandler Road), along a curve to the right, (Radius = 2,022.42 feet, Long Chord bears S 57° 58' 30" W, 62.10 feet); an arc distance of 62.11 feet to an iron pin set at the intersection of the said new north line of County Road No. 114-(Cfiandler Road) and the old north line of County Road 114 (Chandler Road), for a corner hereof; THENCE, along the said old north line of County Road No. 114, S 67° 40' W, 771.48 feet to an iron pin set for the most easterly comer of that certain tract of land, called 0.222 of an acre, as conveyed to the County of Williamson by deed az recorded in Volume 1587, Page 960, of the Official Records of Williamson County, Texas, S 71° 14' 30" W, 392.10 feet to an iron pin set; S 70° 46' W, passing the common line between the said 112 1/4 acre Nash tract and the above -referenced 4.998 acre Nash tract, for a total distance of 500.73 feet to an iron pin set; and S 69° 11' 30" W, 139.99 feet to an iron pin set for the Southwest corner hereof; THENCE, N 20° 38' W, 428.03 feet to an iron pin set; N 69° 23' 30" E, 89.97 feet to an iron pin set; N 20° 39' W, 1,606.67 feet to an iron pin set; N 69° 20' 30" E, 200.08 feet to an iron pin set; N 3° 56' 30" W, 479.78 feet to an iron pin set; N 15° 00' E, 1,047.43 feet to an iron pin set and N 4° 55' 30" E, 457.57 feet to an iron pin set on the north line of the above -referenced Nash First Tract, being the south line of that certain tract of land, called 74.79 acres, as conveyed to Ray Isaacks by deed as recorded in Volume 633, Page 235, of the Deed Records of Williamson County, Texas, for the most westerly Northwest corner hereof; THENCE, with a fence along the north line of the said Nash First Tract, N 68° 58' 30" E, at 115.46 feet, more or less, pass the Southeast corner of the said 74.79 acre Isaacks tract, being the Southwest comer of that certain Second Tract, called 20 acres, as conveyed to D.L. Hawkins by deed as recorded in Volume 314, Page 83, of the Deed Records of Williamson County, Texas, passing the Southeast comer of the said Hawkins 20 acre Second Tract, being the Southwest corner of that certain First Tract, called -100 acres, as conveyed to D.L. Hawkins by deed as recorded in Volume 314, Page 83, of the Deed Records of Williamson County, Texas, for a total distance of 1,326.73 feet to a 40d nail set at a fence corner marking the Northeast comer of the said Nash 100 acre First Tract (448/326), being the Northwest corner of the said 203.1 acre Nash tract; and continuing with a fence along the occupied north line of the said 203. t acre Nash tract, N 70° 52' E, 236.21 feet to a 40d nail set; N 62° 52' E, 37.04 feet to a 40d nail set; and N 55°50' 30" E, 339.84 feet to an iron pin set at a fence corner, marking an occupied interior corner of the said 203.1 acre Nash tract, being the Southeast corner of the said Hawkins 100 acre First Tract, for an interior corner hereof; THENCE, along the east line of the said Hawkins 100 acre First Tract, N 21° 10' W, 176.20 feet to an iron pin set for the most northerly Northwest corner of the' said 203.1 acre Nash tract, being the Southwest comer of the said 82.060 acre Anderson tract, for a northwesterly corner hereof; Page 2of3 EXHIBIT A - PAGE 2 OF 9 Steger & Bizzell Engineering, Inc. Consulting Engineers Surveyor• 1171 3..0, w.tlw M«w. cwy.b.n, 0.a, 7111311 (517)110-1317 r... (717)I10-ou, EXHIBJTA :A THENCE, with a fence N 74° 18' E, 769.18 feet to a 40d nail set; N 73° 31' E, 576.46 feet to a 40d nail set; and N 71° 36' E, 921.28 feet to an iron pin found at a fence corner on the west line of the above - referenced 263.0 acre Nash tract, marking the Northeast corner of the said 203.1 acre Nash tract, being the Southeast comer of the said 82.060 acre Anderson tract, for an interior corner hereof; THENCE, with a fence along the said west line of the said 263.0 acre Nash tract, being the east line of the said 82.060 acre Anderson tract, N 20° 13' W, 1,453.49 feet to the Place of BEGINNING and containing 895.35 acres of land. STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON { The undersigned hereby certifies to Newland Round Rock Associates, L.P, a Texas Limited Partnership, Lehman Brothers Holding, Inc., dib/a Lehman Capital, a division of Lehman Brothers Holding, Inc., Georgetown Title Company, Stewart Title Guaranty Company, Margaret M. Nash, John H. Nash, III and William L. Nash that this survey was made on the ground, under my supervision and correctly shows, on the basis of a field transit survey made in accordance with the current accuracy standards of the Texas Surveyor's Association Standards and Specifications for a Category IA, Condition 3 survey; (i) a fixed determinable position and location of the herein described land (including the position of the point of beginning), the size, location and type of all monuments, and the boundary lines and dimensions and area of the land indicated hereon; (ii) the location of all improvements and the relation of all such improvements, to the property lines of the land; and (iii) the location and dimensions of all alleys, street, roads, drive -ways or other cuts in the curbs along any street upon which the land abuts, rights-of- way, easements and other matters of record of which the undersigned has knowledge or has been advised affecting the land according to the legal description in such easements and other matters (with instrument, book and page number indicated). The undersigned further certifies that (a) except as clearly shown and identified as such, there are no visible easements, rights-of-way, drainage ditches, power lines, set back and/or building lines, roadways, party walls or conflicts which affect the subject property; (b) except as clearly shown and identified as such, there are no visible encroachments on adjoining premises, streets or alleys by any of said buildings, structures, other improvements and, except as clearly shown and identified as such, there are no visible encroachments on the subject property by buildings. structures or Other improvements situated on adjoining premises; (c) ingress to and egress from the subject property is provided by F.M. Highway No. 1460 and County Road No. 114, the same being paved, dedicated public rights-of-way maintained by Williamson County and the State of Texas; (d) all required building set back lines on the subject property are' located as shown hereon; and (e) this Survey reflects boundary lines of rein described land which "close" by engineering calculations. Don H. Bizzell Registered Professional Land Surveyor, No. 2218 State of Texas 1978 S. Austin Avenue 512-930-9412 S & B Project No. 18573 Revised: December 31, 1997 Page 3 of 3 l 8573 fn 1.doc Cfo�o-yr /2-.J/-97 Date EXHIBIT A - PAGE 3 OF 9 nr R;yrpil Eneineering, Inc. EXHIBIT. A FIELD NOTES FOR NEWLAND ROUND ROCK ASSOCIATES, L.P. OPTION TRACT TWO BEING 241.27 acres of land, situated in the Ephraim Evans Survey, Abstract No. 212 and the Barney C. Low Survey, Abstract No. 385, in Williamson County, Texas, said land being a portion of that certain tract of land, called 12 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 383, Page 43, of the Deed Records of Williamson County, Texas, a portion of that certain First Tract, called 100 acres, that certain Second Tract, called 34 acres, that certain Third Tract, called 76.6 acres, and a portion of that certain tract of land, called 100 acres, as conveyed to John H. Nash, Jr. and wife, Margaret M. Nash by deed as recorded in Volume 448, Page 326, of the Deed Records of Williamson County, Texas, a portion of that certain Tract No. 1, called 68 acres, and a portion of that certain Tract No. 2, called 69 acres, as conveyed to John H. Nash, Jr. by deed as recorded in Volume 458, Page 26, of the Deed Records of Williamson County, Texas, a portion of that certain tract of land, called 112 1/4 acres, as conveyed to John H. Nash, Jr. by decd as recorded in Volume 457, Page 472, of the Deed Records of Williamson County, Texas, and a portion of that certain tract of land, called 4.998 acres, as conveyed to John H. Nash, Jr. by deed as recorded in Volume 952, Page 447, of the Deed Records of Williamson County, Texas. Surveyed on the ground in the month of October, 1996, under the supervision of Don H. Bizzell, Registered Professional Land Surveyor, and being more particularly described as follows; BEGINNING at a point on the east line of Interstate Highway No. 35, marking the Northwest corner of that certain tract of land, called 100.010 acres to First U Limited by deed as recorded in Volume 2337, Page 661, of the Official Records of Williamson County, Texas, for the most westerly Southwest corner hereof; said point being S 69° 15' 30" W, 0.18 of a foot from an iron pin found; THENCE, along the said east line of Interstate Highway No. 35, N 2° 05' 30" W, passing the common line between the said Nash Tract No. 2 and the above -referenced 100 acre Nash tract, passing the common line between the said 100 acre Nash tract and the above -referenced 12 acre Nash tract and continuing along the west line of the said 12 acre Nash tract, for a total distance of 3,398.41 feet, in all, to an iron found marking the Southwest corner of that certain tract of land, called 0.80 of an acre, as conveyed to Byron Fullerton and wife, Marilyn Fullerton, by deed recorded as Document No. 9536768 of the Official Reds of Williamson County, Texas, for the Northwest corner hereof; THENCE, N 68° 11' 30" E, at 65.12 feet, pass an iron pin found at a fence corner on the east line of the said 12 acre Nash tract, marking the Northwest corner of the above -referenced Nash Third Tract, being the Southeast corner of the said 0.80 of an acre Fullerton tract, being the most westerly Southwest corner of that certain tract of land, called 81.89 acres, as conveyed to Pottery and More, Inc., of record in Volume 2286, Page 216, of the Official Records of Williamson County, Texas, for a total distance of 392.93 feet, in all, to a 60d nail found at a fence corner marking the most westerly Northeast corner of the said Nash Third Tract, being an interior corner of the said 81.89 acre Pottery and More tract, for the most westerly Northeast corner hereof, THENCE, S 21° 24' 30" E, 106.54 feet to an iron pin set at a fence corner marking an interior corner of the said Nash Third Tract, being the most southerly Southwest corner of the said 81.89 acre Pottery and More tract, for an interior corner hereof; THENCE, with a fence, N 66' 52' E, 459.27 feet, to a 40d nail found and N 66" 36' 30" E, 1,379.50 feet to an iron pin found at a fence comer, on or near the common line between the Ephraim Evans Survey, A-212 and the Barney C. Low Survey, A-385, marking the Northeast comer of the said Nash Third Tract, being the Southeast corner of the said 81.89 acre Pottery and More tract, being on the west line of that certain tract of land, called 5 acres as conveyed to Ray lsaacks by deed as recorded in Volume 465, Page 538, of the Deed Records of Williamson County, Texas, for a northeasterly corner hereof; THENCE, with a fence along or near the said common line between the Ephraim Evans Survey, A-212 and the said Barney C. Low Survey, A-385 being the east line of the said Nash Third Tract, S 20°,.13' 30" E, 16.12 feet to an iron pin found and S 20° 58' E, at 219.24 feet, more or less, pass the Southwest corner of the said 5 acre lsaacks tract, being a northwesterly corner of that certain tract of land, called 74.79 acres, as conveyed to Ray Isaacks by deed as recorded in Volume 633, Page 235, of the Deed Records of Williamson County, Texas, being the Northwest corner of that certain tract of land, called 4.657 acres, as conveyed to Charles Terry lsaacks, by deed as recorded in Volume 840, Page 391, of the Deed Records of Williamson County, Texas, for a total distance of 774.84 feet, in all, to an iron pin found at a fence corner marking the Northwest corner of the above -referenced Nash First Tract, being the Southwest corner of the said 4.657 acre lsaacks tract, being a southwesterly corner of the said 74.79 acre lsaacks tract, for an interior corner hereof; THENCE, with a fence along the north line of the said Nash First Tract, being the south line of the said 74.79 acre lsaacks tract, N 68° 58' 30" E, at 369.76 feet, more or less, pass the Southeast corner of the said 4.657 acre lsaacks tract, for a total distance of 1,237.32 feet in all, to an iron pin sct for the most easterly Northeast corner hereof; Page 1 of 2 EXHIBIT A - PAGE 4 OF 9 Steger & Bizzell Engineering, Inc. Con•ultlna En(lneer■ Snrvez2re 513 a..m ...m. M....s 3..49.1444.. r.... 7011211 (311)1341-,,,2 r... (312)/30-0411 EXHIBIT A THENCE, S 4° 55' 30" W, 457.57 feet to an iron pin set; S 15° 00' W, 1,047.43 fet to an iron pin set; S 3° 56' 30" E, 479.78 feet to an iron pin set; S 69° 20' 30" W, 200.08 feet to an iron pin set; S 20° 39' E, 1,606.67 feet to an iron pin set; S 69° 23' 30" W, 89.97 feet to an iron pin set; and S 20° 38' E, 428.03 feet to an iron pin set on the north line of County Road No. 114, (Chandler Road) for the Southeast corner hereof; THENCE, along the said old north line of County Road No. 114, S 69° 11' 30" W, passing the common line between the said 4.998 acre Nash tract and the above -referenced Nash Tract No. 1, for a total distance of 287.70 feet, in all, to an iron pin found at a fence corner, marking the Southeast comer of the said 100.010 acre First U Limited tract, for the most southerly Southwest corner hereof; THENCE, with a fence, N 16° 36' W, 374.80 feet to an iron pin found,and N 16° 38' 30" W, 966.35 feet to an iron pin found at a fence corner marking the Northeast corner of the said 100.010 acre First U Limited tract, for an interior corner hereof; THENCE, S 69" 15' 30" W, passing the common line between the said Nash Tract No. 1 and the above - referenced Nash Tract No. 2, at 3,124.31 feet pass an iron pin found, for a total distance of 3,124.49 feet, in all, to the Place of BEGINNING and containing 242.28 acres of land. (SAVE 3: EXCEPT) Located within the above-described 242.28 acre tract of land is that certain tract of land, called Onc acre, as conveyed to R.W. Foster by deed as recorded in Volume 385, Page 95, of the Deed Records of Williamson County, Texas, and being more particularly described as follows; BEGINNING for reference at a point on the north line of the above-described 242.28 acre tract, being the Northwest corner of the above -referenced Nash Third Tract; THENCE, S 10° 14' 30" W, 390.00 feet to an iron pin set on the east line of an old road, for the Northeast comer and the Point of BEGINNING hereof; ttr-- THENCE, along the said east line of the old road, S 8° 22' E, 210.00 feet to an iron pin set, for the Southwest corner hereof; THENCE, N 81° 38' E, 210.00 feet to an iron pin set for the Southeast corner hereof; THENCE, N 8" 22' W, 210.00 feet to an iron pin set for the Northeast corner hereof; THENCE, S 81" 38' W, 210.00 feet to the Place of BEGINNING and containing 1.01 acres of land to be deducted from the said 242.28 acre tract, leaving a net acreage of 241.27 acres of land. STATE OF TEXAS COUNTY OF WILLIAMSON { The undersigned hereby certifies to Newland Round Rock Associates, L.P, a Texas Limited Partnership, Lehman Brothers Holding, Inc., d/b/a Lehman Capital, a division of Lehman Brothers Holding, Inc., Georgetown Title Company, Stewart Title Guaranty Company, Margaret M. Nash, John H. Nash, 11I and William L. Nash that this survey was made on the ground, under my supervision and correctly shows, on the basis of a field transit survey made in accordance with the current accuracy standards of the Texas Surveyor's Association Standards and Specifications for a Category IA, Condition 3 survey; (i) a fixed determinable position and location of the herein described land (including the position of the point of beginning), the size, location and type of all monuments, and the boundary lines and dimensions and area of the land indicated hereon; (ii) the location of all improvements and the relation of all such improvements, to the property lines of the land; and (iii) the location and dimensions of all alleys, street, roads, drive -ways or other cuts in the curbs along any street upon which the land abuts, rights-of- way, easements and other matters of record of which the undersigned has knowledge or has been advised affecting the land according to the legal description in such easements and other matters (with instrument, book -and page number indicated). The undersigned further certifies that (a) except as clearly shown and identified as such, there are no visible easements, rights-of-way, drainage ditches, power lines, set back and/or building lines, roadways, parry walls or conflicts which affect the subject property; (b) except as clearly shown and identified as such, there are no visible encroachments on adjoining premises; streets or alleys by any of said buildings, structures, or other improvements and, except as clearly shown and identified as such, there are no visible encroachments on the subject property by buildings, structures or other improvements situated on adjoining premises; (c) ingress to and egress from the subject property is provided by I.H. No. 35 and County Road No. 114, the same being paved, dedicated public rights-of-way maintained by the State of Texas and Williamson County; (d) all required building set bac es on the subject property are located as shown hereon; and (e) this Survey reflects boundary lines of the herei . ribcd land hich "close" by engineering calculations. Don H. Bizzell Registered Professional Land Surveyor, No. 7218 State of Texas 1978 S. Austin Avenue 512-930-9412 S & B Project No. 18573 KNOW ALL MEN BY THESE PRESENTS: Revised: December 31, 1997 Page 2 bf 2 _ Stc�nr�r Rt. Ai7.7 /Z- 3/-- 97 DON K> LL Date EXHIBIT A - PAGE 5 OF 9 i.'Cfr! 'rinrr Trir� EXHIBIT l FIELD NOTES FOR NEWLAND-ROUND ROCK ASSOCIATES, LP. COLLATERALTRACT BEING 26.71 acres of land, situated in the Barney C. Low Survey, Abstract No. 335 and the Abel L. Eaves Survey, Abstract No. 215, in Williamson County, Texas, said land being a portion of that certain Tract 1, called 53.60 acres, as conveyed to Magnolia-Lonestar, Inc. by deed as recorded in Volume 2411, Page 320, of the Official Records of Williamson County, Texas. Surveyed on the ground in the month of April, 1998, under the supervision of Don H. Bizzcll, Registered Professional Land Surveyor, and being more particularly described as follows; BEGINNING at an iron pin found on the west line of Farm to Market Highway No. 1460, marking the Northeast comer of the said Magnolia-Lonestar, Inc. tract, being the most easterly Southeast comer of that certain tract of land, called 895.35 acres, as conveyed to Newland -Round Associates, L.P , by deed recorded as Document No. 9801109, of the Official Records of Williamson County, Texas, for the Northeast corner hereof; THENCE, along the said west line of F.M. Highway No. 1460, being the east line of the said Magnolia- Loncstar, Inc. tract, along a curve to the right (Radius = 2,232.01 feet, Long Chord bears S 14° 09' 30" E, 372.92 feet), an arc distance of 373.35 feet to an iron pin set at the intersection of the said west line of F.M. Highway No. 1460 and the north line of Chandler Road (County Road No. 114) for the Southeast corner of the said Magnolia-Lonestar, Inc. tract, for the Southeast comer hereof; THENCE, along the said north line of Chandler Road (County Road No. 114). being the south line of the said Magnolia-Lonestar, Inc. tract, as follows; along a curve to the right, (Radius = 35.00 feet Long Chord bears S 35° 38' 30" W, 49.48 feet), an arc distance of 54.96 feet to a chiseled "x" in concrete riprap found; Thence, S 80° 36' 30" W, 120.10 feet to an iron pin found at the beginning of a curve to the`nght, .- (Radius = 928.77 feet, Long Chord bears S 78° 32' 30" W, 68.24 feet), Thence, along the said curve for an arc distance of 68.25 feet to an iron pin found at the beginning of a curve to the left, (Radius = 928.77 feet, Long Chord bears S 78° 40' W, 68.17 feet): Thence, along the said curve for an arc distance of 68.19 feet to an iron pin set; at the beginning of a curve to the left, (Radius - 1,085.00 feet, Long Chord bears S 54° 55' W, 943.88 feet); Thence, along the said curve for an arc distance of 976.51 feet to an iron pin found; Thence, S 29° 08' 30" W, 151.47 feet to an iron pin found at the beginning of a curve to the right, (Radius = 1,185.00 feet, Long Chord bears S 48° 54' W, 802.46 feet); Thence, along the said curve for an arc distance of 818.64 feet to an iron pin found marking the Southeast corner of that certain tract of land, called 19.00 acres, as conveyed to Motorola, Inc. be dced recorded as Document No. 9522060, of the Official Records of Williamson County, Texas, for the Southwest corner hereof; THENCE, along the east Iinu of the said Motorola, Inc. tract, N 20° 49' W, 961.22 feet to an iron pin set for the most westerly Northwest corner hereof', THENCE, N 73° 46' 30" E, 841.87 feet to an iron pin set; N 82° 53' 30" E, 398.16 feet to an iron pin set and S 66° 09' 30" E, 54.23 feet to an iron pin set for an interior comer hereof; THENCE, N 23° 50' 30" E, 128.12 feet to an iron pin set for an interior comer hereof; THENCE, N 46° 46' 30" W, 238.57 feet to an iron pin set on the north line of the said Magnolia-Lonestar, Inc. tract, being a southerly line of the said Newland -Round Rock Associates, L.P. tract, for the most easterly Northwest corner hereof; THENCE, with a fence along the north line of the said Magnolia-Lonestar, Inc. tract, beim a southerly line of the said Newland -Round Rock Associates, L.P. tract as follows; N 74° 36' 30" E, 7.98 feet to a nail found; and N 76° 13' E, 868.63 feet to the Place of BEGINNING and containing 26.71 acres of land. STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS. COUNTY OF WILLIAMSON ( The undersigned hereby certifies to Newland Round Rock Associates, L.P, a Texas Limited Partnership, Lehman Brothers Holding, Inc., d/b/a Lehman Capital, a division of Lehman Brothers Holding, Inc.. Georgetown Title Company, Stewart Title Guaranty Company, and Magnolia-Lonestar, Inc. that this survey was made on the ground, under my supervision and correctly shows, on the basis of a field transit survey made in accordance with the current accuracy standards of the Texas Surveyor's Association Standards and Specifications for a Category I A, Condition 3 survey; (i) a fixed determinable position and location of the herein described land (including the position of the point of beginning), the size, location and type of all monuments, and the boundary lines and dimensions and arca of the land indicated hereon; (ii) the location of all improvements and the relation of all such improvements, to the property lines of the and, and (iii) the EXHIBIT A - Page 6 of 9 EXHIBIT A location and dimensions of all alleys, street, roads, drive -ways or other cuts in the curbs along any street upon which the land abuts, rights-of-way, easements and other matters of record of which the undersigned has knowledge or has been advised affecting the land according to the legal description in such easements and other matters (with instrument, book and page number indicated). The undersigned further certifies that (a) except as clearly shown and identified as such, there are no visible easements, rights-of-way, drainage ditches, power lines, set back and/or building lines, roadways, party walls or conflicts which affect the subject property; (b) except as clearly shown and identified as such, there are no visible encroachments on adjoining premises, streets or alleys by any of said buildings, structures, or other improvements and, except as clearly shown and identified as such, there are no visible encroachments on the subject property by buildings, structures or other improvements situated on adjoining premises; (c) ingress to and egress from the subject property is provided by F.M. Highway No. 1460 and County Road No. 114, the same being paved, dedicated public rights-of-way maintained by Williamson County and the State of Texas; (d) all required building sct back lines on the subject propcny are located as shown hereon; and (c) this Survey reflects bounds Ines of the herein described land which "close" by engineering calculations. Don H. Bizzell Registered Professional Land Surveyor, N State of Texas 1978 S. Austin Avenue 512-930-9412 S & H Project No. 18714 Page 2 of 2 18714fnc.doc o. 2218 Dat EXHIBIT A - Page 7 of 9 1 • EXHIBIT A FIELD NOTES FOR NEWLAND-ROUND ROCK ASSOCIATES, L.P. DRAINAGE TRACT BEING 7.88 acres of land, situated in the Barney C. Low Survey, Abstract No. 385, in Williamson County, Texas, said land being a portion of that certain Tract I, called 53.60 acres, as conveyed to Magnolia-Lonestar, Inc. by deed as recorded in Volume 2411, Page 320, of the Official Records of Williamson County, Texas. Surveyed on the ground in the month of April, 199R, under the supervision of Don H. Bizzell, Registered Professional Land Surveyor, and being more particularly described as follows; BEGINNING at an iron pin found on the north line of the above -referenced Magnolia-Lancstar, Inc. tract, being a southerly line of that certain tract of land, called 895.35 acres, as conveyed to Newland -Round Associates, L.P., by deed recorded as Document No. 9801109, of the Official Records of Williamson County, Texas, marking the Northeast corner of that certain tract of land, called 19.00 acres, as conveyed to Motorola, Inc. be deed recorded as Document No. 9522060, of the Official Records of Williamson County, Texas, for the Northwest corner hereof; THENCE, with a fence, along the north line of the said Magnolia-Loncstar, Inc. tract, being a southerly line of the said Newland -Round Rock Associates, L.P. tract, as follows; N 79° 00' 30" E, 161.50 feet to a 40d nail found; and N 78° 13' 30" E, 1,016.23 feet to a 40d nail found, and N 74° 36' 30" E, 87.85 feet to an iron pin set for the Northeast corner hereof; THENCE, S 46° 46' 30" E, 238.57 feet to an iron pin set for the most easterly corner hereof; THENCE, S 23" 50' 30" W, 128.12 feet to an iron pin set for the Southeast corner hereof; THENCE, N 66° 09' 30" W, 54.23 feet to an iron pin set; S 82° 53' 30" W, 398.16 feet to an iron pin set and S 73° 46' 30" W, 841.87 feet to an iron pin set on the:east line of the said Motorola, Inc. tract, for the Southwest comer hereof; THENCE, N 20'49' W, 301.28 feet to the Place of BEGINNING and containing 7.88 acres of land_ f STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON ( The undersigned hereby certifies to Newland Round Rock Associates, L.P., a Texas Limited Partnership, Lehman Brothers Holding, inc., d/b/a Lehman Capital, a division of Lehman Brothers Holding, Inc., Georgetown Title Company, Stewart Title Guaranty Company, and Magnolia-Lonestar, Inc. that this survey was made on the ground, under my supervision and correctly shows, on the basis of a field transit survey made in accordance with the current accuracy standards of the Texas Surveyor's Association Standards and Specifications for a Category 1 A, Condition 3 survey; (i) a fixed determinable position and location of the herein described land (including the position of the point of beginning), the size, location and type of all monuments, and the boundary lines and dimensions and area of the land indicated hereon; (ii) the location of all improvements and the relation of all such improvements, to the property lines of the land; and (iii) the location and dimensions of all alleys, street, roads, drive -ways or other cuts in the curbs along any street upon which the land abdts, rights-of-way, easements and other matters of record of which the undersigned has knowledge or has been advised affecting the land according to the legal description in such easements and other matters (with instrument, book and page number indicated). The undersigned further certifies that (a) except as clearly shown and identified as such, there are no visible easements, rights-of-way, drainage ditches, power lines, set back and/or building lines, roadways, party walls or conflicts which affect the subject property; (b) except as clearly shown and identified as such, there are no visible encroachments on adjoining premises, streets or alleys by any of said buildings, structures, or other improvements and, except as clearly shown and identified as such, there are no visible encroachments on the subject property by buildings,' structures or other improvements situated on adjoining premises; (d) all required building set back lines on the subject property are located as shown hereon; and (c) this Survey reflects boundary lines of the herein describedl,tnd which "close" by engineering calculations. 6)i -e Don H. Bizzell 4% Registered Professional Land Surveyor, No. 2218 State of Texas 1978 S. Austin Avenue 512-930-9412 S & B Project No. 18714 1 x714 find. doc _44 Da Da FICRTRTT A - Pave R of 9 EXHIBIT A , • FIELD NOTES FOR NEWLAND-ROUND ROCK ASSOCIATES, L.P. BEING 10.22 acres of land, situated in the Barney C. Low Survey, Abstract No. 385 and the Abel L. Eaves Survey, Abstract No. 215, in Williamson County, Texas, said land being a portion of that certain tract of land, called 19.00 acres, as conveyed to Motorola, Inc. be deed recorded as Document No. 9522060, of the Official Records of Williamson County, Texas. Surveyed on the ground in the month of April, 1998, under the supervision of Don H. Bizzell, Registered Professional Land Surveyor, and being more particularly described as follows; BEGINNING at an iron pin found at a fence corner marking the Northwest corner of the above -referenced Motorola, Inc. tract, being the Northwest comer of that certain Tract I, called 53.60 acres, as conveyed to Magnolia-Lonestar, Inc. by deed as recorded in Volume 2411, Page 320, of the Official Records of Williamson County, Texas, being an interior corner of that certain tract of land, called 895.35 acres, as conveyed to Newland -Round Associates, L.P., by deed recorded as Document No. 9801109, of the Official Records of Williamson County, Texas, for the Northwest corner hereof-, THENCE, with a fence along the north line of the said Magnolia-Lonestar, Inc. tract, being a southerly line of the said Newland -Round Rock Associates, L.P. tract, N 79° 00' 30" E, 637.61 feet to an iron pin found marking the Northeast comer of the said Motorola, Inc. tract, for the Northeast corner hereof; THENCE, along the east line of the said Motorola, Inc. tract, S 20° 49' E, 652.15 feet to an iron pin set for the Southeast corner hereof; THENCE, S 69° 11' W, 629.83 feet to an iron pin set on the west line of the said Motorola, Inc. tract, being the west line of the said Magnolia-Lonestar, inc. tract, being an easterly line of the said Newland - Round Rock Associates, L.P. tract, for the Southwest corner hereof; THENCE, with a fence along the west line of the said Motorola, Inc. tract, being the west line of the said Magnolia-Lonestar, Inc. tract and an easterly line of the said Newland -Round Rock Associates, as follows; N 20° 55' 30" W, 358.05 feet to a nail found; N 21° 23' 30" W, 68.29 feet to a nail fauna, -and N 20'19' W, 334.64 feet to the Place of BEGINNING and containing 10.22 acres of land. STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON The undersigned hereby certifies to Newland Round Rock Associates, LP, a Teras Limited Partnership, Lehman Brothers Holding, Inc., d/b/a Lehman Capital, a division of Lehman Brothers Holding, Inc., Georgetown Title Company, Stewart Title Guaranty Company, and Motorola, Inc. that this survey was made on the ground, under my supervision and correctly shows, on the basis of a field transit survey made in accordance with the current accuracy standards of the Texas Surveyor's Association Standards and Specifications for a Category IA, Condition 3 survey; (i) a fixed determinable position and location of the herein described land (including the position of the point of beginning), the size, location and type of all monuments, and the boundary lines and dimensions and arca of the land indicated hereon; (ii) the location of all improvements and thc relation of all such improvements, to the property lines of the land; and (iii) the location and dimensions of all alleys, street, roads, drive -ways or other cuts in the curbs along any street upon which the land abuts, rights-of-way, easements and other matters of record of which the undersigned has knowledge or has boen advised affecting the land according to the legal description in such easements and other matters (with instrument, book and page number indicated). The undersigned further certifies that (a) except as clearly shown and identified as such, there are no visible easements, rights-of-way, drainage ditches, power lines, set back and/or building lines, roadways, party walls or conflicts which affect the subject property; (b) except as clearly shown and identified as such, there.areno visible encroachments on adjoining premises, streets or alleys by any of said buildings, structures, or other improvements and, except as clearly shown and identified as such, there are no visible encroachments on the subject property by buildings, structures or othcr improvements situated on adjoining premises; (c) all required building set back lines on thc subject property are located as shown hereon; and (d) this Survey reflects boundary lines of the herein described land which "close" by engineering calculations. Don 14. Bizzell Registered Professional. Land Surveyor, No. 2218 State of Texas 1978 S. Austin Avenue 512.930-9412 S & B Project No. 18714 137141n1 dor d/8/98 D to EXHIBIT A - Page 9 of 9 �' 1---- a: + .. �._. �' Exh, &.1L "C FIELD NOTES FOR NEWLAND ROUND ROCK ASSOCIATES, LP. OPTION TRACT THREE BEING 373.73 acres of land, situated in the Francis A. Hudson Survey, Abstract No. 295, the J. S. Patterson Survey, Abstract No. 502 and the Barney C. Low Survey, Abstract No. 385, in Williamson County, Texas, being that certain First Tract as conveyed to John H Nash, Jr. and wife, Margaret M. Nash, by deed as recorded in Volume 494, Page 196, of the Deed Records of Williamson County, Texas and that certain tract of land, called 200 acres, as conveyed to Margaret M. Nash, Individually and as Independent Executrix of the Estate of John H. Nash, Jr. Deceased, of record in Volume 802, Page 355, of the Deed Records of Williamson County, Texas and a portion of that certain tract of land, called 100 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 453, Page 209, of the Deed Records of Williamson County, Texas. Surveyed on the ground in the month of August, 1996, under the supervision of Don H. Bizzell, Registered Professional Land Surveyor, and being more particularly described in two parcels, as follows; Parcel I 279.39 acres BEGINNING at an iron pin set at a fence corner on the west line of Farm to Market Road No. 1460, marking the Northeast comer of the above -referenced 200 acre Nash tract, being the Southeast corner of that certain tract of land, called 123 acres, as conveyed to E. D. Rhodes and wife, Fern Rhodes, by deed as recorded in Volume 364, Page 97, of the Deed Records of Williamson County, Texas, for the most easterly Northeast corner hereof, THENCE, along the said west line of F.M. Highway No. 1460, S 20° 44' 30" E, 1,635.26 feet to a concrete monument found at the beginningof a curve to the left, (Radius = 1,186.28 feet, Long Chord bean S 24° 40' 30" E, 163.66), and.along the said curve for an arc distance of 163.79 feet to an iron pin set near a fence corner marking Northeast corner of that certain tract of land, called 2 acres, as conveyed to St. Johns Cemetery Association by deed as recorded in Volume 956, Page 854, of the Official Records of Williamson County, Texas, for the most easterly Southeast corner of the said 200 acre Nash tract, for the most easterly Southeast corner hereof; THENCE, S 67° 58' W, at 9.81 feet, pass a fence corner for a total distance of 391.97 feet, in all, to an iron pin set at a fence corner marking the Northwest comer of the said Cemetery tract, for an interior corner of the said 200 acre Nash tract, for an interior corner hereof; THENCE, S 19° 30' 30" E, 299.22 feet to an iron pin set at a fence corner on the north line of County Road No. 111 (Westinghouse Road) for the Southwest corner of the said Cemetery tract, being the most southerly Southeast corner of the said 200 acre Nash tract, for the most southerly Southeast corner hereof; THENCE, along the said north line of County Road No. 111 (Westinghouse Road), S 68° 41' W, 3,749.33 feet to an iron pin set at a fence corner marking the Southwest corner of the said 200 acre Nash tract, being the Southeast corner of that certain tract of land, called 96.1 acres, as conveylxl to R. B. Motheral and wife, Jennie Motheral, by deed as recorded in Volume 443, Page 3, of the Deed Records of Williamson County, Texas, for the most southerly Southwest corner hereof; THENCE, N 21° 57' 30" W, 2,106.99 feet to an iron pin set at a post marking the Northwest comer of the said 200 acre Nash tract, being the most southerly Southwest comer of the above -referenced Nash First Tract, and N 22° 04' 30" W, 573.16 feet to an iron pin set at a fence corner marking the Northeast corner of the said 96.1 acre Motheral tract, being an interior corner of the said Nash First Tract, for an interior corner hereof, THENCE, S 68° 50' 30" W, 1,394.30 feet to an iron pin set at a fence corner on the east line of that certain tract of land, called 55 acres, as conveyed to Robert Landes Armstrong by deed as recorded in Volume 570, Page 530, of the Deed Records of Williamson County, Texas, marking the Northwest corner of the said 96.1 acre Motheral tract, being the most westerly Southwest corner of the said Nash First Tract, for the most westerly Southwest corner hereof; THENCE, along a westerly line of the said Nash First Tract, N 23° 12' 30" W, 42.90 feet to an iron pin found at a fence corner marking the Northeast corner of the said 55 acre Armstrong tract, being the Southeast comer of Clearview Estates 11, a subdivision of record in Cabinet F, Slide 297, of the Plat Records of Williamson County, Texas, N 20" 32' W, 469.75 feet to an iron pin found marking the Southeast corner of that certain tract of land, called .8.91 acres, as conveyed to Capital City Savings Association of Austin, of record in Volume 1663, Page 213, of the Official Records of Williamson County, Page 1 of 3 EXHIBIT C - Page 1 of 3 Steger & Bizzell inc. Conaaalling Cnglnaara surrzzar■ 111711 ta.►.,,.M ..".• c«..,....., fear. 714241 (ein°w-p.UU Asa. (712030-°.i1 Texas, being the Northeast corner of the said Clearview Estates 1I and continuing along the east line of the said 8.91 acre Capital City Savings Association of Austin tract, N 18° 51' W, 9.24 feet to an iron pin set at a fence corner marking the Southwest corner of that certain tract of land, called 80 acres, as described in an Assignment of Veterans' Land Board Contract of Sale and Purchase to S. E. Green and wife, Margaret Clark Green, by deed as recorded in Volume 477, Page 253, of the Deed Records of Williamson County, Texas, for the Northwest corner of the said Nash First Tract, for the Northwest corner hereof, THENCE, N 68° 42' 30" E, at 3,106.46 feet, more or less, pass the Southwest comer of that certain tract of land, called 12.837 acres, as conveyed to S. E. Green and wife, Margaret Clark Green, by deed as recorded in Volume 831, Page 7, of the Deed Records of Williamson County, Texas, at 3,725.94 feet, more or Tess, pass the Southeast corner of the said 12.837 acre Green tract, being the Southeast comer of the said 80 acre Green tract, and the Southwest corner of that certain tract of land, called 35 acres, as conveyed to S. E. Green and wife, Margaret Clark Green, by deed as recorded in Volume 565, Page 383, of the Deed Records of Williamson County, Texas, for a total distance of 4,041.24 feet, in all, to an iron pin set at a fence comer on the north line of the said 123 acre Rhodes tract, marking the Northeast comer of the said Nash First Tract, for the most northerly Northeast corner hereof; THENCE, S 11° 06' E, 1,117.16 feet to a 4" x 4" concrete monument found at a fence corner on the south line of the said 123 acre Rhodes tract, being the north line of the said 200 acre Nash tract, marking the Southeast corner of the said Nash First Tract, for an interior corner hereof; THENCE, N 68° 44' 30" E, 1,734.56 feet to the Place of BEGINNING and containing 279.39 acres of land. Parcel 1I 94.34 acres BEGINNING at an iron pin set at a fence comer on the south line of County Road No. 111, (Westinghouse Road) being the occupied Northwest corner of the above -referenced 100 acre Nash tract, (453/209), being on the east line of that certain tract of land, called 62.048 acres, as conveyed to Lois H. Anderson by deed as recorded in Volume 2235, Page 889, of the Official Records of Williamson County, Texas, for the most northerly Northwest corner hereof; THENCE, with a fence along the said south line of County Road No. 111 (Westinghouse Road), N 68° 41' E, 979.66 fat to a 40d nail set and N 68° 29' 30" E, 1,152.54 fat to an iron pin set at the intersection of the said south line of County Road No. 111 (Westinghouse Road) and the west line of Farm to Market Highway No. 1460, for the most easterly Northeast corner hereof, said point being S 21° 30' 30" W, 43.24 feet and N 68° 29' 30" E, 470.81 feet from the most southerly Southeast corner of the above-described Parcel I; THENCE, along the said west line of F.M. Highway No. 1460, as follows; S 89" 01' E, 39.72 feet to an iron pin set at the beginning of a curve to the left; (Radius = 1,186.28 feet, Long Chord bears S 49° 55' E, 126.60 feet); THENCE, along the said curve for an arc distance of 126.66 feet; THENCE, S 53° 01' 30" E, 362.19 feet to a concrete monument found at the beginning of a curve to the right, (Radius = 1,106.28 feet, Long Chord bears; S 37° 01' 30" E, 609.17 feet); THENCE, along the said curve for an arc distance of 617.14 feet to a concrete monument found; THENCE, S 21° 01' E, 626.73 feet to an iron pin set on the south line of the said 100 acre Nash tract (453/209) being the north line of that certain tract of land, called 119.3 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 502, Page 118, of the Deed Records of Williamson County, Texas, for the Southeast corner hereof; THENCE, along the south line of the said 100 acre Nash tract, S 68" 36' E, passing the Northwest comer of the said 119.3 acre Nash tract, being the Northeast corner of that certain tract of land, called 263.00 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 487, Page 454, of the Deed Records of Williamson County, Texas, passing the most easterly Northwest corner of the said 263.0 acre Nash tract, being the Northeast corner of that certain tract of land, called 40 acres, as conveyed to John H. Nash, Jr., by deed as recorded in Volume 462, Page 155, of the Deed Records of Williamson County, Texas, for a total distance of 2,594.00 feet, in all, to an iron pin found at a fence corner marking the Southeast corner of that certain tract of land, called 62.048 acres, as conveyed to Leis H. Anderson by Page 2 of 3 EXHIBIT C - Page 2 of 3 Steger & Bizzell �ngineeraixg, lllV. Coo°ulting Cngl Surr°yoro uw° sw As.. r..... G..y....a i.... Tau 012Ui0-11412 r..: 0120130-64111 Ekh,6,"d" deed as recorded in Volume 2235, Page 889, of the Official Records of Williamson County, Texas, being the most westerly Northeast corner of the said 263.0 acre Nash tract, the Northwest corner of the above - referenced 40 acre Nash tract, and the Southwest comer of the said 100 acre Nash tract (453/209), for the Southwest comer hereof, THENCE, with a fence along the east line of the said 62.048 acre Anderson tract, being the west line of the said 100 acre Nash tract (453/209), N 21° 10' W, 399.76 feet to a 40d nail set; N 21° 03' 30" W, 488.69 feet to a 40d nail set; and N 20° 37' 30" W, 759.23 feet to the Place of BEGINNING and containing 94.34 acre of land. STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON { The undersigned hereby certifies to Newland Round Rock Associates, L.P, a Texas Limited Partnership, Lehman Brothers Holding, Inc., d/b/a Lehman Capital, a division of Lehman Brothers Holding, Inc., Georgetown Title Company, Stewart Title Guaranty Company, Margaret M. Nash, John H. Nash, III and William L. Nash that this survey was made on the ground, under my supervision and correctly shows, on the basis of a field transit survey made in accordance with the current accuracy standards of. the Texas Surveyor's Association Standards and Specifications for a Category IA, Condition 3 survey; (i) a fixed determinable position and location of the herein described land (including the position of the point of beginning), the size, location and type of all monuments, and the boundary Tines and dimensions and area of the land indicated hereon; (ii) the location of all improvements and the relation of all such improvements, to the property lines of the land; and (iii) the location and dimensions of all alleys, street, roads, drive -ways or other cuts in the curbs along any street upon which the land abuts, rights-of-way, easements and other matters of record of which the undersigned has knowledge or has been advised affecting the land according to the legal description in such easements and other matters (with instrument, book and page number indicated). The undersigned further certifies that (a) except as clearly shown and identified as such, there are no visible easements, rights-of-way, drainage ditches, power lines, set back and/or building lines, roadways, party walls or conflicts which affect the subject property; (b) except as clearly shown and identified as such, there are no visible encroachments on adjoining premises, streets or alleys by any of said buildings, structures, or other improvements and, except as clearly shown and identified as such, there are no visible encroachments on the subject property by buildings, structures or other improvements situated on adjoining premises; (c) ingress to and egress from the subject property is provided by F.M. Highway No. 1460 and County Road No. 111, the same being paved, dedicated public rights-of-way maintained by Williamson County and the State of Texas; (d) all required building set back lines on the subject property are located as shown hereon; and (e) this Survey reflects boundary lines of the herein described land which "close" by l ineering calculations. 4i-4 Don H. Bizzell Registered Professional Land Surveyor, No. 2218 State of Texas 1978 S. Austin Avenue 512-930-9412 S & B Project No. 18573 Revised: December 31, 1997 Page 3 of 3 18573fn3.doc /2-3/— 97 EXHIBIT C - Page 3 of 3 Steger Sc Bizzell -_ Consulting Sn&ineen Surr•rora 1171 e..0 w°........ aw,.1..,. i..... 7114711 (e11)130 -114i] rw (au)tw-°417 EXHIBIT D Master Development Fee Calculation TOTAL MUD BOND ISSUE AMOUNT: $ Less: Non -Construction Costs: Legal and Financial Advisory Fees: $ Interest Costs: $ Capitalized Interest Developer Interest Bond Discount $ Administrative and Organization $ (including creation costs and operating advances) Bond Application, Market Study $ TNRCC Bond Issuance Fee $ Total Non -Construction Costs: $ City Fees $ Site Costs $ Total Deductions: $ NET MUD BOND ISSUE $ MASTER DEVELOPMENT FEE PERCENTAGE: X 8% MASTER DEVELOPMENT FEE AMOUNT: $ * * based upon costs approved for reimbursement under applicable TNRCC rules, and an audit of developer reimbursables performed at the time of each MUD Bond issue 29298.18/081398 EXHIBIT D - Page 1 of 1 EXHIBIT D-1 Assuming advances of the Master Developrnent Fee by Newland under Section 2.02 of the Agreement, credits under Section 2.04 will be calculated as follows: Hypothetical Net Bond Issue Amount, $1,000,000 calculated per Exhibit C: Master Development Fee Percentage: 8% Master Development Fee: 80,000 Credit for Advances under Section 2.04: 33% Total Credit to Newland out of Master Development Fee 26,400 for Hypothetical $1,000,000 Net Bond Issue: Total Master Development Payable to City: 53,600 These credits will continue to be given until Newland has received credits equal to the total amount advanced under Section 2.02. 29298.18/081398 EXHIBIT D-1 - Page 1 of 1 COAWMAV Omm"Nsoft Lam loot Is �.. (p " no %:V= &"Wswb mwv"*Lv. mootr w tee ba 0 AIM rSKMOGUM ry PROPER IDE MAN ME ItOW SME.r LOWTAKEDAZA P~TASLEPhASELEGEAV -- ws�wr a�wrrar ear xor aar rws � f PAWONE A& AtmSE nvo 41 t 1 a,Lou Awww -, PHASE FOM vmtop a.mom 06.4 Gomrrr. 1 pj „ 1 " „ Y F {} f` OD 4 . MAW Am PP \ 1 ..��•^ l �ohm Apt .r .r t4a& r rpt xEgosigm s2, r.rretw 1 too, � MOWN 1181 At+ ConceptueJ LaW Use and PSrl1g p� i ',� T" E IL 00TONEWATER t4 ff- ��dc E1`�Testa' aw�+oa. suwearrrar vros roue D"ASSOCIATES, 00M rar raowrror�w pro ra ,ee araaemes 71 8 a ww�rwctmoewawceae+®rsnanaver _ Oarw aw iw =wPtNINt3 malt~ . ` �r ��mmsean+ •e r�w,wmaw, Gale 1tswt*7.i9lNt G N9T�Ct8RPLS "New- EXHIBIT E-Page I of I EXHIBIT F Residential Districts Consent Resolution RESOLUTION NO. A RESOLUTION GRANTING THE CONSENT OF THE CITY OF ROUND ROCK, TEXAS, TO THE CREATION OF WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICTS NOS. 10 AND 11 WITHIN THE CITY'S EXTRATERRITORIAL JURISDICTION. WHEREAS, the City of Round Rock received a Petition for Consent to the Creation of (i) a MUNICIPAL UTILITY DISTRICT (to be known as Williamson County Municipal Utility District No. 10) for 447.561 acres located in the City's extraterritorial jurisdiction, a copy of which petition is attached as Exhibit F-1 and (ii) a MUNICIPAL UTILITY DISTRICT (to be known as Williamson County Municipal Utility District No. 11) for 447.800 acres located in the City's extraterritorial jurisdiction, a copy of which petition is attached as Exhibit F-2; and WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Local Government Code provide that land within a city's extraterritorial jurisdiction may not be included within a district without the city's written consent; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: That the City Council of the City of Round Rock, Texas, gives its written consent to (i) the creation of Williamson County Municipal Utility District No. 10 on 447.561 acres of land, as described in the attached petition and the consent conditions attached thereto, and (ii) the creation of Williamson County Municipal Utility District No. 11 on 447.800 acres of land, as described in the petition and the consent conditions attached thereto. PASSED AND APPROVED on the day of , 1998. Mayor, City of Round Rock ATTEST: APPROVED: City Secretary City Attorney 29298.19/081798 EXHIBIT F - Page 1 of 1 EXHIBIT F-1 PETITION FOR CONSENT TO THE CREATION OF A MUNICIPAL UTILITY DISTRICT TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: The undersigned (herein the "Petitioner"), holding title to land hereinafter described by metes and bounds, and acting pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the City Council of the City of Round Rock, Texas, for its written consent to the creation of a municipal utility district and would show the following: The name of the proposed District shall be WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 10 (the "District"). The District shall be created and organized under the terms and provisions of Article XVI, Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code. The District shall contain an area of 447.561 acres of land, more or less, situated in Williamson County, Texas. All of the land to be included in the District is within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the land proposed to be included may properly be included in the District. The land proposed to be included within the District consists of one tract described by metes and bounds in Exhibit "F -1A", which is attached hereto and incorporated herein for all purposes. IV. Petitioner holds title to land within the District and is the owner of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas. V. The Petitioner represents that attached hereto as Exhibit "F -1B" are the consent of all lienholders on the subject property. VI. The general nature of the work to be done by the District at the present time is the design, construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system for domestic and commercial purposes, and the construction, acquisition, improvement, extension, maintenance and operation of works, improvements, facilities, plants, equipment and appliances helpful or necessary to provide more adequate drainage for the District, and to control, abate and amend local storm waters or other harmful excesses of waters, and such other construction, acquisition, 29298.17/081098 EXHIBIT Fl- Page 1 of 3 improvement, maintenance and operation of such additional facilities, systems, plants and enterprises as shall be consonant with all of the purposes for which the District is created. VII. There is, for the following reasons, a necessity for the above-described work. The area proposed to be within the District is urban in nature, is within the growing environs of the City of Round Rock, Texas, and is in close proximity to populous and developed sections of Williamson County, Texas. There is not now available within the area, which will be developed for single family residential and commercial uses, an adequate waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and welfare of the present and future inhabitants of the area and of the territories adjacent thereto require the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of an adequate waterworks system, sanitary sewer system, and drainage and storm sewer system. A public necessity, therefore, exists for the creation of the District, to provide for the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of such waterworks system, sanitary sewer system, and drainage and storm sewer system, to promote the purity and sanitary condition of the State's waters and the public health and welfare of the community. VIII. Petitioner, by submission of this Petition, requests the City's consent to the creation of the District containing the land as described by metes and bounds in the attached Exhibit "F -1A," under the same conditions set forth in Exhibit "F-1 C" which is attached hereto and incorporated herein for all purposes. IX. A preliminary investigation has been made to determine the cost of the proposed District's project, and it is now estimated by the Petitioner, from such information as it has at this time, that such cost will be approximately $21,250,000. WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body duly pass and approve an ordinance or resolution granting the consent to the creation of the District and authorizing the inclusion of the land described herein within the District. RESPECTFULLY SUBMITTED this day of , 1998. 29298.17/081098 NEWLAND-ROUND ROCK ASSOCIATES, LP., a Texas limited partnership By: NEWLAND ASSOCIATES ROUND ROCK, INC., a Texas corporation, General Partner By: Name: Title: EXHIBIT Fl- Page 2 of 3 THE STATE OF TEXAS COUNTY OF By: Name: Title: This instrument was acknowledged before me on the day of , 1998, by , as of Newland Associates Round Rock, Inc., a Texas corporation, the general partner of Newland -Round Rock Associates, L.P., on behalf of said corporation. (NOTARY SEAL) THE STATE OF TEXAS COUNTY OF Notary Public, State of Texas This instrument was acknowledged before me on the day of , 1998, by , as of Newland Associates Round Rock, Inc., a Texas corporation, the general partner of Newland -Round Rock Associates, L.P., on behalf of said corporation. (NOTARY SEAL) 29298.17/081098 Notary Public, State of Texas EXHIBIT F-1 - Page 3 of 3 Metes and Bounds Description Williamson County Municipal Utility District No. 10 447.561 Acres (19,495,752 Square Feet) Barney C. Low Survey, A-385 Williamson County, Texas BEING a tract containing 447.561 acres (19,495,752 square feet) of land situated in the Barney C. Low Survey, A-385 of Williamson County, Texas and a portion of a called 895.35 acre tract described in deed to Newland Round Rock Associates L.P. in deed recorded under Document Number 9801109 of the Official Records Williamson County, Texas (O.R.W.C.T.). Said 447.561 acre tract being more particularly described by metes and bounds as follows with all bearings referenced to the Texas State Plane Coordinate System, Central Zone and based on published NAD 83/93 HARN values for City of Georgetown monumentation network, monument numbers 96005 and 96007: BEGINNING at the northwest corner of said Newland 895.35 acre tract and being a point in a southerly line of a called 74.79 acre tract described in deed to Ray Isaacks recorded in Volume 633,. Page 235 of the Williamson County Deed Records (W.C.D.R.); THENCE, along the lines common to the northerly lines of said Newland 895.35 acre 'tract, the southerly line of said 74.79 acre tract, the southerly lines of a called 100 acre and a 20 acre tract described in deed to D. L. Hawkins recorded in Volume 314, Page 83 W.C.D.R. and the southerly lines of a called 82.060 acre tract described in deed to Joe D. Anderson et ux recorded in Volume 848, Page 511 W.C.D.R. the following eight (8) courses: 1. North 68°59'13" East, a distance of 1,326.73 feet to a point for comer; 2. North 70°52'42" East, a distance of 236.21 feet to a point for comer; 3. North 62°52'35" East, a distance of 37.04 feet to a point for comer; 4. North 55°50'58" East, a distance of 339.83 feet to a point for comer; 5. North 21°09'21" West, a distance of 176.20 feet to a point for comer; 6. North 74°18'41" East, a distance of 769.18 feet to a point for comer; 7. North 73°31'41" East, a distance of 576.46 feet to a point for corner; 8. North 71°36'44" East, a distance of 921.28 feet to a point for comer; Page 1 of 4 MUDA. doc EXHIBIT F -1A - Page 1 of 4 THENCE, crossing said Newland 895.35 acre tract the following twenty one (21) courses: 1. South 74°20'24" East, a distance of 87.05 feet to a point for corner; 2. South 79°03'50" East, a distance of 50.00 feet to a point for corner; 3. South 10°59'46" West, a distance of 12.36 feet to a point for comer; 4. South 78°56'39" East, a distance of 132.14 feet to a point for comer; 5. South 76°38'22" East, a distance of 114.48 feet to a point for corner; 6. South 13°21'38" West, a distance of 333.80 feet to a point for comer; 7. South 05°40'54" East, a distance of 54.38 feet to a point for comer; 8. South 84°32'18" West, a distance of 45.83 feet to a point for comer; 9. South 80°34'27" West, a distance of 52.35 feet to a point for comer; 10. South 09°25'33" East, a distance of 100.00 feet to a point for comer; 11. South 80°34'27" West, a distance of 254.23 feet to the beginning of a curve to the left; 12. 131.32 feet along the arc of said curve to the left having a Delta Angle of 03°25'10", a Radius of 2,200.37 feet and a Chord Bearing and Distance of South 77°58'31" West, 131.30 the end of said curve; 13. South 05°29'17" East, a distance of 469.05 feet to a point for corner; 14. South 20°14'47" West, a distance of 98.04 feet to a point for corner; 15. South 69°45'13" East, a distance of 683.23 feet to a point for comer; 16. South 48°01'53" East, a distance of 348.86 feet to a point for comer; 17. South 30°32'21" East, a distance of 531.86 feet to a point for comer; 18. South 85°10'21" East, a distance of 524.20 feet to a point for comer; Page 2 of 4 MUDA. doc EXHIBIT F -1A - Page 2 of 4 19. South 78°17'02" East, a distance of 798.82 feet to a point for comer; 20. South 84°43'08" East, a distance of 8.79 feet to a point for corner; 21. South 05°16'45" West, a distance of 626.09 feet to a point for comer and being a point in a northerly right-of-way line of County Road No. 114 (Chandler Road); THENCE, along the northerly right-of-way lines of said Chandler Road the following ten (10) courses: 1. South 69°35'31" West, a distance of 3,420.18 feet to the beginning of a curve to the left; 2. 276.23 feet along the arc of said curve to the left having a Delta Angle of 07°44'21", a Radius of 2,045.00 feet and a Chord Bearing and Distance of South 65°43'21" West, 276.02 feet to the end of said curve; 3. South 82°58'08" West, a distance of 291.93 feet to a point for corner; 4. South 20°35'57" East, a distance of 41.63 feet to a point for comer; 5. South 44°48'56" West, a distance of 731.19 feet to the beginning of a curve to the right; 6. 62.10 feet along the arc of said curve to the right having a Delta Angle of 01°45'34", a Radius of 2,022.42 feet and a Chord Bearing and Distance of South 57°59'05" West, 62.10 feet to the end of said curve; 7. South 67°40'31" West, a distance of 771.48 feet to a point for comer; 8. South 71°15'12" West, a distance of 392.10 feet to a point for comer; 9. South 70°46'27" West, a distance of 500.73 feet to a point for comer; 10. South 69°12'15" West, a distance of 139.99 feet to the most southerly southwest corner of the aforementioned Newland 895.35 acre tract; THENCE, along the westerly lines of said Newland 895.35 acre tract, the following seven (7) courses: 1. North 20°37'24" West, a distance of 428.03 feet to a point for comer; Page 3 of 4 MUDA. doc EXHIBIT F -IA - Page 3 of 4 2. North 69°24'06" East, a distance of 89.97 feet to a point for corner; 3. North 20°38'24" West, a distance of 1,606.67 feet to a point for corner; 4. North 69°21'06" East, a distance of 200.00 feet to a point for comer; 5. North 03°55'54" West, a distance of 479.78 feet to a point for comer; 6. North 15°00'36" East, a distance of 1,047.42 feet to a point for corner; 7. North 04°56'06" East, a distance of 457.60 feet to a point for comer to the POINT OF BEGINNING and containing a computed area 19,495,752 square feet or 447.561 acres more or less. It is neither the intent of nor does the above description represent an on the ground boundary survey of the tract described. The limits of the M.U.D. described above is based solely on record documents and information provided by Turner, Collie & Braden, Inc., consulting engineers. Prepared by: SURVCON INC. 400 West 15th St., Suite 430 Austin, TX 78701 Job No.417-488 27 June, 1998 Page 4 of 4 MUDA. doc EXHIBIT F -1A - Page 4 of 4 EXHIBIT "F -1B" (Consent of All Lienholders on the Land to be included in Williamson County Municipal Utility District No. 10) CERTIFICATE OF LIENHOLDER'S CONSENT STATE OF NEW YORK § COUNTY OF § LEHMAN BROTHERS HOLDINGS, INC., D/B/A LEHMAN CAPITAL, a division of Lehman Brothers Holdings, Inc. is the holder of a lien on the tract(s) of land which are proposed to be included in Williamson County Municipal Utility Districts Nos. 10 and 11 (the "Districts"), which tracts are described respectively by metes and bounds attached hereto as Exhibits "A" and "B." In its capacity as lienholder on the affected tracts, LEHMAN BROTHERS HOLDINGS, INC., D/B/A LEHMAN CAPITAL hereby consents to the creation of the Districts over the tract(s) and to the Petitions for Consent to the Creation of a Municipal Utility District to the City of Round Rock and Petitions for Creation of the Districts to the Texas Natural Resource Conservation Commission executed by Newland -Round Rock Associates, L.P. in conjunction with the creation of the Districts. WITNESS MY HAND this day of , 1998. STATE OF NEW YORK COUNTY OF LEHMAN BROTHERS HOLDINGS, INC. d/b/a/ Lehman Capital, a division of Lehman Brothers Holdings, Inc. By: Name Title: This instrument was acknowledged before me on the day of , 1998, by of LEHMAN BROTHERS HOLDINGS, INC. d/b/a/ Lehman Capital, a division of Lehman Brothers Holdings, Inc. on behalf of said corporation. (NOTARY SEAL) 29298.17/081098 Notary Public State of New York EXHIBIT F -1B - Page 1 of 1 EXHIBIT "F -1C" (a) The City of Round Rock, Texas (the "City") and Newland -Round Rock Associates, L.P. shall enter into and execute an agreement for the City to provide wholesale water and sewage treatment services to the land to be included within the District, which agreement will be assigned to and accepted by the District after its creation. The District will provide retail water and sewage treatment services to the land within the District and bill the customers for such services. The District's rates for and restrictions on the provision of water and sewage treatment services to its customers shall be adopted and amended from time to time so that the District's rates shall not be less than those of the City to its in -City customers and the District's regulations and restrictions on service shall not be less restrictive than those of the City. (b) The District will issue bonds only for the purposes authorized by law, including but not limited to, purchasing, designing and constructing, or purchasing, designing, and constructing or otherwise acquiring waterworks systems, sanitary sewer systems, storm sewer systems, and drainage facilities, or parts of such systems or facilities, and to make any and all necessary purchases, constructions, improvements, extensions, additions, and repairs thereto, and to purchase or acquire all necessary land, right-of-way, easements, sites, equipment, buildings, plants, structures, and facilities therefor, and to operate and maintain same, and to sell water, sanitary sewer, and other services within or without the boundaries of the District. Such bonds must provide that the District reserves the right to redeem said bonds on any interest -payment date subsequent to the fifteenth (15th) anniversary of the date of issuance without premium, and none of such bonds, other than refunding bonds, will be sold for less than 95% of par; provided that the net effective interest rate on bonds so sold, taking into account any discount or premium as well as the interest rate borne by such bonds, will not exceed two percent (2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one-month period next preceding the date of the sale of such bonds. The resolution authorizing the issuance of the District's bonds will contain a provision that the pledge of any revenues from the operation of the Districts water and sewer and/or drainage system to the payment of the District's bonds will terminate when and if the City annexes the District, takes over the assets of the District and assumes all of the obligations of the District. (c) Before the commencement of any construction within the District, its directors, officers, or developers and landowners will submit to the City, or to its designated representative, all plans and specifications for the construction of water, sanitary sewer and drainage facilities to serve such District and obtain the approval of such plans and specifications therefrom. All water meters, flushing valves, valves, pipes, and appurtenances thereto, installed or used within the District, will conform exactly to the specifications of the City. All water service lines and sewer service lines, lift stations, and appurtenances thereto, installed or used within the District will comply with the City's standard plans and specifications as amended from time to time. Prior to the construction of such facilities within or by the District, the District or its engineer will give written notice by registered or certified mail to the City, stating the date that such construction will be commenced. The construction of the District's water, sanitary sewer, and drainage facilities will be in accordance with the approved plans and specifications, and with applicable standards and specifications of the City; and during the progress of the construction and installation of such facilities, the City may make periodic on -the -ground inspections. (d) Prior to the sale of any lot or parcel of land, the owner or the developer of the land included within the limits of the District will obtain the approval of the Planning and Zoning Commission of the City of Round Rock of a plat which will be duly recorded in the Official Records of Williamson County, Texas, and otherwise comply with the rules and regulations of the Planning and Community Development Department and the Department of Public Works of the City of Round Rock. 29298.17/081098 EXHIBIT F -1C - Page 1 of 3 (e) The District shall accept, operate and maintain street lighting or security lighting constructed by an owner or developer of property within the District and located within public utility easements or public rights-of-way within the boundaries of the district to the extent of its legal authority to do so and in accordance with Section 54.236, Texas Water Code. (f) The District reserves the right to assign all or part of its obligations under Subsection (e) of this Exhibit "F -1C" to another governmental entity, a homeowners association or a similar entity, subject to the consent of the City, which consent shall not be unreasonably withheld or delayed. 29298.17/081098 EXHIBIT F -1C - Page 2 of 3 THE STATE OF TEXAS COUNTY OF § § § I, the Secretary of the City of Round Rock, Texas, do hereby certify that signed copies of the Petitions for Creation of Williamson County Municipal Utility Districts Nos. 10 and 11 have been filed in my office. WITNESS MY HAND AND THE SEAL OF THE CITY, this _ day of 1998. (SEAL) 29298.17/081098 City Secretary, City of Round Rock, Texas EXHIBIT F -IC- Page 3 of 3 EXHIBIT F-2 PETITION FOR CONSENT TO THE CREATION OF A MUNICIPAL UTILITY DISTRICT TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: The undersigned (herein the "Petitioner"), holding title to land hereinafter described by metes and bounds, and acting pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the City Council of the City of Round Rock, Texas, for its written consent to the creation of a municipal utility district and would show the following: The name of the proposed District shall be WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 11 (the "District"). The District shall be created and organized under the terms and provisions of Article XVI, Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code. The District shall contain an area of 447.800 acres of land, more or Tess, situated in Williamson County, Texas. All of the land to be included in the District is within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the land proposed to be included may properly be included in the District. The land proposed to be included within the District consists of one tract described by metes and bounds in Exhibit "F -2A", which is attached hereto and incorporated herein for all purposes. IV. Petitioner holds title to land within the District and is the owner of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas. V. The Petitioner represents that attached hereto as Exhibit "F -2B" are the consent of all Iienholders on the subject property. VI. The general nature of the work to be done by the District at the present time is the design, construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system for domestic and commercial purposes, and the construction, acquisition, improvement, extension, maintenance and operation of works, improvements, facilities, plants, equipment and appliances helpful or necessary to provide more adequate drainage for the District, and to control, abate and amend local storm waters or other harmful excesses of waters, and such other construction, acquisition, improvement, maintenance and operation of such additional facilities, systems, plants and enterprises as shall be consonant with all of the purposes for which the District is created. 29298.17/081098 EXHIBIT F-2 - Page 1 of 3 VII. There is, for the following reasons, a necessity for the above-described work. The area proposed to be within the District is urban in nature, is within the growing environs of the City of Round Rock, Texas, and is in close proximity to populous and developed sections of Williamson County, Texas. There is not now available within the area, which will be developed for single family residential and commercial uses, an adequate waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and welfare of the present and future inhabitants of the area and of the territories adjacent thereto require the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of an adequate waterworks system, sanitary sewer system, and drainage and storm sewer system. A public necessity, therefore, exists for the creation of the District, to provide for the purchase, design, construction, acquisition, ownership, operation, repair, improvement and extension of such waterworks system, sanitary sewer system, and drainage and storm sewer system, to promote the purity and sanitary condition of the State's waters and the public health and welfare of the community. VIII. Petitioner, by submission of this Petition, requests the City's consent to the creation of the District containing the land as described by metes and bounds in the attached Exhibit "F -2A," under the same conditions set forth in Exhibit "F -2C" which is attached hereto and incorporated herein for all purposes. IX. A preliminary investigation has been made to determine the cost of the proposed District's project, and it is now estimated by the Petitioner, from such information as it has at this time, that such cost will be approximately $27,000,000. WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body duly pass and approve an ordinance or resolution granting the consent to the creation of the District and authorizing the inclusion of the land described herein within the District. RESPECTFULLY SUBMITTED this day of , 1998. 29298.17/081098 NEWLAND-ROUND ROCK ASSOCIATES, LP., a Texas limited partnership By: NEWLAND ASSOCIATES ROUND ROCK, INC., a Texas corporation, General Partner By: Name: Title: EXHIBIT F-2 - Page 2 of 3 THE STATE OF TEXAS COUNTY OF § § § By: Name: Title: This instrument was acknowledged before me on the day of , 1998, by , as of Newland Associates Round Rock, Inc., a Texas corporation, the general partner of Newland -Round Rock Associates, L.P., on behalf of said corporation. (NOTARY SEAL) THE STATE OF TEXAS COUNTY OF § § § Notary Public, State of Texas This instrument was acknowledged before me on the day of , 1998, by , as of Newland Associates Round Rock, Inc., a Texas corporation, the general partner of Newland -Round Rock Associates, L.P., on behalf of said corporation. (NOTARY SEAL) 29298.17/081098 Notary Public, State of Texas EXHIBIT F-2 - Page 3 of 3 EXHIBIT F -2A Metes and Bounds Description M.U.D. #11 447.800 Acres (19,506,164 Square Feet) Barney C. Low Survey, A-385 Williamson County, Texas BEING a tract containing 447.800 acres (19,506,164 square feet) of land situated in the Barney C. Low Survey, A-385 of Williamson County, Texas and being a portion of a called 895.35 acre tract described in deed to Newland Round Rock Associates L.P. in deed recorded under Document Number 9801109 of the Official Records Williamson County, Texas (O.R.W.C.T.). Said 447.800 acre tract being more particularly described by metes and bounds as follows with all bearings referenced to the Texas State Plane Coordinate System, Central Zone and based on published NAD 83/93 HARN values for City of Georgetown monumentation network, monument numbers 96005 and 96007: BEGINNING at the most southerly southeast corner of said Newland 895.35 acre tract same being the northeast corner of the remainder of a called 53.60 acre tract described in deed to Magnolia-Lonestar, Inc. recorded in Volume 2411, Page 320 O.R.W.C.T. being a point in a curve to the right of a westerly right-of-way line of State Farm to Market Highway 1460 (FM 1460); THENCE, departing said right-of-way and along the lines common to said Newland 895.35 acre tract and to said Magnolia-Lonestar, Inc. tract and to a called 19.01 acre tract described in deed to Motorola, Inc. recorded under Document Number 9522060 O.R.W.C.T., the following seven (7) courses: 1. South 76°13'35" West, a distance of 868.63 feet to a point for corner; 2. South 74°37'23" West, a distance of 95.83 feet to a point for corner; 3. South 78°14'18" West, a distance of 1,016.23 feet to a point for corner; 4. South 79°01'11" West, a distance of 799.11 feet to a point for corner; 5. South 20°18'29" East, a distance of 334.64 feet to a point for corner; 6. South 21°23'03" East, a distance of 68.29 feet to a point for corner; 7. South 20°54'59" East, a distance of 964.16 feet to a point for corner and being the southwest corner of said Motorola, Inc. tract and being a point in a northerly right-of-way line of County Road 114 (Chandler Road); Page 1 of 4 MUD II.doc EXHIBIT F -2A - Page 1 of 4 EXHIBIT F -2A THENCE, South 69°35'31" West, along said northerly right-of-way line of County Road 114, a distance of 1,152.00 feet to a point for corner; THENCE, crossing said Newland 895.35 acre tract, the following twenty one (21) courses: 1. North 05°16'45" East, a distance of 626.09 feet to a point for corner; 2. North 84°43'08" West, a distance of 8.79 feet to a point for corner; 3. North 78°17'02" West, a distance of 798.82 feet to a point for corner; 4. North 85°10'21" West, a distance of 524.20 feet to a point for corner; 5. North 30°32'21" West, a distance of 531.86 feet to a point for corner; 6. North 48°01'53" West, a distance of 348.86 feet to a point for corner; 7. North 69°45'13" West, a distance of 683.23 feet to a point for corner; 8. North 20°14'47" East, a distance of 98.04 feet to a point for corner; 9. North 05°29'17" West, a distance of 469.05 feet to the beginning of a curve to the right; 10. 131.32 feet along the arc of said curve to the right having a Delta Angle of 03°25'10", a Radius of 2,200.37 feet and a Chord Bearing and Distance of North 77°58'31" East, 131.30 feet to the end of said curve; 11. North 80°34'27' 12. North 09°25'33' 13. North 80°34'27' 14. North 84°32'18" 15. North 05°40'54" 16. North 13°21'38" 17. North 76°38'22" 18. North 78°56'39" ' East, a distance of 254.23 feet to a point for corner; ' West, a distance of 100.00 feet to a point for corner; ' East, a distance of 52.35 feet to a point for corner; East, a distance of 45.83 feet to a point for corner; West, a distance of 54.38 feet to a point for corner; East, a distance of 333.80 feet to a point for corner; West, a distance of 114.48 feet to a point for corner; West, a distance of 132.14 feet to a point for corner; Page 2 of 4 MUD! I. doc EXHIBIT F -2A - Page 2 of 4 EXHIBIT F -2A 19. North 10°59'46" East, a distance of 12.36 feet to a point for corner; 20. North 79°03'50" West, a distance of 50.00 feet to a point for corner; 21. North 74°20'24" West, a distance of 87.05 feet to the southeast corner a called 82.060 acre tract described in deed to Joe D. Anderson et ux recorded in Volume 848, Page 511 of the Williamson County Deed Records (W.C.D.R.) and being an interior corner of said Newland 895.35 acre tract; THENCE, North 20°12'12" West, along the line common to said 82.060 acre tract and to said Newland 895.35 acre tract, a distance of 1,453.49 feet to the northeast corner of said 82.060 acre tract and being a point in the southerly line of a called 60 acre tract described in deed to Charles J. Johnson recorded in Volume 848, Page 817 W.C.D.R.; THENCE, North 78°38'17" East, along the line common to said 60 acre tract and to said Newland•895.35 acre tract, a distance of 544.04 feet to the southeast comer of said 60 acre tract and being the southwest corner of a called 62.048 acre tract described in deed to Lois H. Anderson recorded in Volume 2235, Page 889 O.R.W.C.T.; THENCE, along the lines common to said Newland 895.35 acre tract and to said 62.048 acre tract the following three (3) courses: 1. North 78°44'50" East, a distance of 503.47 feet to a point for comer; 2. North 78°49'00" East, a distance of 1019.93 feet to a point for comer; 3. North 78°01'49" East, a distance of 338.34 feet to the southeast corner of said 62.048 acre tract; THENCE, North 68°36'30" East, along a northerly line of said Newland 895.35 acre tract, a distance of 2,594.00 feet to the northeast corner of said Newland 895.35 acre tract and being a point in the aforementioned westerly right-of-way of FM 1460; THENCE, along the lines common to said Newland 895.35 acre tract and to said FM 1460, the following three (3) courses: 1. South 21°00'18" East, a distance of 3,639.03 feet to a point for corner; 2. South 01°46'49" West, a distance of 53.65 feet to the beginning of a curve to the right; Page 3 of 4 MUD11.doc EXHIBIT F -2A — Page 3 of 4 EXHIBIT F -2A 3. 37.07 feet along the arc of said curve to the right having a Delta Angle of 00°57'06", a Radius of 2,232.01 feet and a Chord Bearing and Distance of South 18°59'46" East, 37.07 feet to the POINT OF BEGINNING and containing a computed area 19,506,164 square feet or 447.800 acres more or less. It is neither the intent of nor does the above description represent a boundary survey of the tract described. The limits of the M.U.D. described above is based solely on record documents and information provided by Tumer, Collie & Braden, Inc., consulting engineers. Prepared by: SURVCON INC. 400 West 15th St., Suite 430 Austin, TX 78701 Job No.417-630 29 June, 1998 rev: 9 July, 1998 Page 4 of 4 MUD1 I. doc EXHIBIT F -2A — Page 4 of 4 EXHIBIT "F -2B" (Consent of All Lienholders on the Land to be included in Williamson County Municipal Utility District No. 11) CERTIFICATE OF LIENHOLDER'S CONSENT STATE OF NEW YORK § COUNTY OF § LEHMAN BROTHERS HOLDINGS, INC., D/B/A LEHMAN CAPITAL, a division of Lehman Brothers Holdings, Inc. is the holder of a lien on the tract(s) of land which are proposed to be included in Williamson County Municipal Utility Districts Nos. 10 and 11 (the "Districts"), which tracts are described respectively by metes and bounds attached hereto as Exhibits "A" and "B." In its capacity as lienholder on the affected tracts, LEHMAN BROTHERS HOLDINGS, INC., D/B/A LEHMAN CAPITAL hereby consents to the creation of the Districts over the tract(s) and to the Petitions for Consent to the Creation of a Municipal Utility District to the City of Round Rock and Petitions for Creation of the Districts to the Texas Natural Resource Conservation Commission executed by Newland -Round Rock Associates, L.P. in conjunction with the creation of the Districts. WITNESS MY HAND this day of , 1998. LEHMAN BROTHERS HOLDINGS, INC. d/b/a/ Lehman Capital, a division of Lehman Brothers Holdings, Inc. By: Name Title: STATE OF NEW YORK COUNTY OF This instrument was acknowledged before me on the day of , 1998, by of LEHMAN BROTHERS HOLDINGS, INC. d/b/a/ Lehman Capital, a division of Lehman Brothers Holdings, Inc. on behalf of said corporation. (NOTARY SEAL) 29298.17/081098 Notary Public State of New York EXHIBIT F -2B - Page 1 of 1 EXHIBIT "F -2C" (a) The City of Round Rock, Texas (the "City") and Newland -Round Rock Associates, L.P. shall enter into and execute an agreement for the City to provide wholesale water and sewage treatment services to the land to be included within the District, which agreement will be assigned to and accepted by the District after its creation. The District will provide retail water and sewage treatment services to the land within the District and bill the customers for such services. The District's rates for and restrictions on the provision of water and sewage treatment services to its customers shall be adopted and amended from time to time so that the District's rates shall not be less than those of the City to its in -City customers and the District's regulations and restrictions on service shall not be less restrictive than those of the City. (b) The District will issue bonds only for the purposes authorized by law, including but not limited to, purchasing, designing and constructing, or purchasing, designing, and constructing or otherwise acquiring waterworks systems, sanitary sewer systems, storm sewer systems, and drainage facilities, or parts of such systems or facilities, and to make any and all necessary purchases, constructions, improvements, extensions, additions, and repairs thereto, and to purchase or acquire all necessary land, right-of-way, easements, sites, equipment, buildings, plants, structures, and facilities therefor, and to operate and maintain same, and to sell water, sanitary sewer, and other services within or without the boundaries of the District. Such bonds must provide that the District reserves the right to redeem said bonds on any interest -payment date subsequent to the fifteenth (15th) anniversary of the date of issuance without premium, and none of such bonds, other than refunding bonds, will be sold for less than 95% of par; provided that the net effective interest rate on bonds so sold, taking into account any discount or premium as well as the interest rate borne by such bonds, will not exceed two percent (2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one-month period next preceding the date of the sale of such bonds. The resolution authorizing the issuance of the District's bonds will contain a provision that the pledge of any revenues from the operation of the District's water and sewer and/or drainage system to the payment of the District's bonds will terminate when and if the City annexes the District, takes over the assets of the District and assumes all of the obligations of the District. (c) Before the commencement of any construction within the District, its directors, officers, or developers and landowners will submit to the City, or to its designated representative, all plans and specifications for the construction of water, sanitary sewer and drainage facilities to serve such District and obtain the approval of such plans and specifications therefrom. All water meters, flushing valves, valves, pipes, and appurtenances thereto, installed or used within the District, will conform exactly to the specifications of the City. All water service lines and sewer service lines, lift stations, and appurtenances thereto, installed or used within the District will comply with the City's standard plans and specifications as amended from time to time. Prior to the construction of such facilities within or by the District, the District or its engineer will give written notice by registered or certified mail to the City, stating the date that such construction will be commenced. The construction of the District's water, sanitary sewer, and drainage facilities will be in accordance with the approved plans and specifications, and with applicable standards and specifications of the City; and during the progress of the construction and installation of such facilities, the City may make periodic on -the -ground inspections. (d) Prior to the sale of any lot or parcel of land, the owner or the developer of the land included within the limits of the District will obtain the approval of the Planning and Zoning Commission of the City of Round Rock of a plat which will be duly recorded in the Official Records of Williamson County, Texas, and otherwise comply with the rules and regulations of the Planning and Community Development Department and the Department of Public Works of the City of Round Rock. 29298.17/081098 EXHIBIT F -2C - Page 1 of 3 (e) The District shall accept, operate and maintain street lighting or security lighting constructed by an owner or developer of property within the District and located within public utility easements or public rights-of-way within the boundaries of the district to the extent of its legal authority to do so and in accordance with Section 54.236, Texas Water Code. (f) The District reserves the right to assign all or part of its obligations under Subsection (e) of this Exhibit "F -2C" to another governmental entity, a homeowners association or a similar entity, subject to the consent of the City, which consent shall not be unreasonably withheld or delayed. 29298.17/081098 EXHIBIT F -2C - Page 2 of 3 THE STATE OF TEXAS COUNTY OF § § § I, the Secretary of the City of Round Rock, Texas, do hereby certify that signed copies of the Petitions for Creation of Williamson County Municipal Utility Districts Nos. 10 and 11 have been filed in my office. WITNESS MY HAND AND THE SEAL OF THE CITY, this _ day of 1998. (SEAL) 29298.17/081098 City Secretary, City of Round Rock, Texas EXHIBIT F -2C - Page 3 of 3 EXHIBIT G Terms of Wholesale Water and Wastewater Utility Services to Residential Districts 1. The City will provide wholesale water and wastewater utility services to the Residential Districts, sufficient to serve the land uses shown on the Concept Plan, for cost of service water and wastewater utility rates. These rates may be reviewed and adjusted by the City annually, based on a cost of service study performed by the City. 2. The City will provide potable water meeting the standards of the Texas Natural Resource Conservation Commission for human consumption and other domestic use, and will receive, treat and dispose of all sewage generated by customers within the Residential Districts. The City will maintain an adequate water supply and adequate wastewater treatment capacity at all times to serve the customers within the Residential Districts at the same level these services are provided within the City. The City may limit service to the Residential Districts in the same manner and to the same extent that service is limited inside the City limits. If there is a water shortage, the supply of water to the Residential Districts may be reduced or diminished in the same proportions as water supply is reduced or diminished within the City's corporate limits. 3. All water delivered to the Residential Districts will be measured by a master meter installed at each point of delivery. Each of the Residential Districts will be responsible for installation and maintenance of the master metering equipment and related facilities that serve that District at its own expense, and will calibrate its master meters every 12 months, or more frequently upon request of the City; however, the cost of the calibration will be borne by the City if requested more frequently than once every 12 months. 4. Each Residential District will impose and enforce, at a minimum, all conservation measures and use restrictions imposed by the City on its own customers with the City. 5. Upon the payment of applicable City water and wastewater capital recovery fees, the Residential Districts will have a guaranteed reservation and commitment of capacity in the City's water and wastewater utility systems for the amount of capacity for which these fees have been paid. EXHIBIT G - Page 1 of 1 w w w z Z Z Y K K 1 td C4 a. 3 3 < 0J ggKW0O wp vwi O N'- Vt wi 1- Wo i) Z0 OZ OZ 0.Oz O P O E 0E RE 0 ce PROPOSED WATER UNE a 01 gx 1 z 1 1 9 6 1 121 -VII .1 1 ••d 5950 •011•+% 9010tlLM-tts\tot \oto\trateVn .w•„ •i!1 00-0011-U '014 we 20-01-0 ,e10P )old EXHIBIT 11 - Page 1 of 2 00-101.NeI u.d ttsn ..,J I.A' aa'cw-/,s\wl\om\ma\rm .Wer, C00-1011-12 -eM ear H -H -e •.res ley EXHIBIT I Oversizing of Facilities 1. The City has requested, and Newland has agreed to, the oversizing of the following facilities: a. Barton Hill Reservoir to Chandler Road Water Transmission Main: The City agrees to reimburse Newland for the incremental cost of oversizing this main, at the City's standard reimbursement rate under Section 8.610(h) of the City's Subdivision Ordinance, in accordance with the line sizes established by modeling performed by Newland's engineer. The City will pay its prorata share of each pay estimate received by Newland for this main within 60 days of presentation of the pay estimate by Newland. b. IH35 to Chandler Road Industrial Waterline Loop: The City agrees to reimburse Newland for the incremental cost of oversizing this line from a 12 -inch to an 18 -inch line, at the City's standard reimbursement rate under Section 8.610(h) of the City's Subdivision Ordinance. The City will pay its prorata share of each pay estimate received by Newland for this line within 60 days of presentation of the pay estimate by Newland c. Chandler Road to Chandler Creek 1460 Wastewater Interceptor: The City agrees to reimburse Newland for the incremental cost of oversizing this interceptor from a 12 -inch to a 15 -inch line, at the City's standard reimbursement rate under Section 8.610(h) of the City's Subdivision Ordinance. The City will pay its prorata share of each pay estimate received by Newland for this interceptor within 60 days of presentation of the pay estimate by Newland. d. Chandler Creek Interceptor Segment C-11: Newland will design and obtain all permits required for construction of this interceptor segment, and the City will advertise the project for bid and approve the award of the construction contract in accordance with a time schedule approved by Newland and designed to meet Stonewater's requirements for the project Newland will serve as project manager for the construction of the project. The City agrees to pay 74.5% of all costs of this interceptor segment. The City will pay 74.5% of each pay estimate received for this interceptor segment within 60 days of presentation of the pay estimate to the City. 2. Except as provided in this Exhibit I, no oversizing or cost participation in upsizing facilities will be required of Newland, unless additional oversizing is required due to a change in Newland's utility requirements or density of development above those projected in the Utility Plan or a change in the required utility infrastructure resulting from an error in the Utility Plan. 29298.18/081398 EXHIBIT I - Page 1 of 1 STONEWATER Round Rock, Texas Recreation Facilities List (5/27/98) Golf Course: (approx. 228.9 acre) - 18 Hole Golf Course - Club House - Pro Shop - Restaurant - Restrooms / Changing Rooms - Driving Range - Putting Greens - Parking Recreation Center: (approx. 4 acre) - Club House - Community Meetings and Social Gatherings - Professionally Organized and Instructed Courses and Sporting Events - Kitchen - Restrooms and Bathrooms / Changing Rooms - Indoor Exercise Equipment Room - Swimming Pools - Junior Olympic Size Swimming Pool (16 yards x 25 meters) with Diving Area - Wading Pool - Jacuzzi - Shade Gazebo with Picnic Tables - Tennis Courts (4) - Multi -Use Courts for Volley Ball or Basket Ball Half -Court (2) - Practice Area for Pitching / Batting Area - Tot Lot - Tot Lot Equipment - Sand Play Area - Drinking Fountain - Benches - Shade -Arbor - Group Barbecue - Picnic Tables - Open Play Area - Demonstration Garden - Parking Lot and Bike Racks EXHIBIT J - Page 1 of 4 Community Park: (approx. 6.2 acre) - One Softball Diamond - One Multi -Purpose Field (200' x 320') - Tot Lot - Tot Lot Equipment - Sand Play Area - Drinking Fountain - Benches - Shade -Arbor - Group Barbecue - Picnic Tables - Trash Receptacles - Family Picnic Areas - Picnic Tables - Trash Receptacles - Braziers - Multi -Use Courts for Volley Ball or Basket Ball Half -Court - Restroom / Maintenance Storage Building (800 sf.) - Lake (existing pond)- Potential Fishing Pond with Pier - Meandering Sidewalk - Open Play Area - Parking Lot / Bike Rack Neighborhood Park A: (approx. 0.9 acre) - Tot Lot - Tot Lot Equipment - Sand Play Area - Drinking Fountain - Benches - Shade -Arbor - Group Barbecue - Picnic Tables - Trash Receptacles - Adventure Playground or Open Play Area - Multi -Use Courts for Volley Ball or Basket Ball Half -Court - Horse Shoes - Bicycle Racks 2 EXHIBIT J - Page 2 of 4 Bike Lane: (approx. 38,000 linear feet) - Class II Bicycle Lane on both sides of Collector Road STONEWATER Round Rock, Texas RECREATION FACILITIES SUMMARY TABLE: Recreation Facilities Acreage / Linear Foot 18 Hole Golf Course 228.9 acre Recreation Center 4 acre Community Park 6.2 acre Two Neighborhood Parks 1.5 acre Open Space (Passive Recreation Areas) 34.8 acre Greenbelt Paseo 5.7 acre Lookout Point 0.3 acre Total Acreage 281.4 acre Trail System 68,100 if. Bicycle Lane 38,000 if. Total Linear Foot 106,100 if. 4 EXHIBHT J - Page 4 of 4 Neighborhood Park B: (approx. 0.6 acre) - Tot Lot - Tot Lot Equipment - Sand Play Area - Drinking Fountain - Benches - Shade -Arbor - Group Barbecue - Picnic Tables - Open Play Area - Multi -Use Courts for Volley Ball or Basket Ball Half -Court - Horse Shoes - Bicycle Racks Open Space (Passive Recreation Area): (approx. 34.8 acre total) - Enhanced Native Vegetation - Existing Natural Features: Escarpment / Streams and Ponds (potential fishing pond with piers) - Combination Bike and Pedestrian Trail - 10' wide - Interpretive Signs along Trail - Family Picnic Area Lookout Point at the Escarpment: (approx. 0.3 acre) - Seating Areas - Interpretive Signs Greenbelt Paseos: (approx. 5.7 acre) - Greenbelt corridor of 40' wide minimum - Combination Bicycle and Pedestrian Trail - 10' wide - Landscape buffer along both sides of trail Trail System: (approx. 68,100 linear feet total). The Trail System is linked together by the following components: - Combination Bicycle and Pedestrian Trail - 10' wide in Greenbelt Paseo, on Escarpment / Open Space (Passive Recreation Area) - Pedestrian Trail along One Side of Collector Roads - Enhanced Pedestrian Sidewalk through Residential Neighborhood Areas 3 EXHIBIT J - Page 3 of 4 EXHIBIT K Development Fee Exceptions, Waivers and Credits In consideration of the payment by Newland of the Master Development Fee, and the other benefits and amenities to the City under this Agreement, the City agrees to the following: A waiver of the parkland fee of $124/lot. 2. A waiver of the requirement that City internal plumbing inspections be conducted in the Residential Districts. No related inspection fees will be assessed by the City. The Residential Districts will inspect all connections within their boundaries and will provide any required certificates to the City. 3 An exception to provide for the City's reimbursement of Newland for oversizing of the Barton Hill Reservoir to Chandler Road Water Transmission Main, the IH35 to Chandler Road Industrial Waterline Loop, the Chandler Road to Chandler Creek 1460 Wastewater Interceptor, and the Chandler Creek Interceptor Segment C-11 within 60 days of the date each pay estimate is received, rather than after the utilities are accepted by the City for maintenance. 4. An exception to provide for the City's reimbursement of Newland for oversizing for the Chandler Creek Interceptor Segment C-11 on a prorata capacity basis, rather than an incremental cost basis, with 74.5% of the capacity being allocated to the City and 25.5%of the capacity being allocated to Newland and the City paying its prorata share of each pay estimate within 60 days of presentation by Newland. 5. A waiver of any LUE fee to the City's Oversize Account under Sections 8.610 or 8.611 of the Subdivision Ordinance, Chapter 8, Code of Ordinances of the City of Round Rock, Texas in consideration of an additional capital recovery fee or impact fee equal to the LUE fee payable under Sections 8.610(h) and 8.611(h) of the City's Subdivision Ordinance on the date of this Agreement. This increased fee will be payable at the time of issuance of a building permit, so long as the City continues to collect a service -area wide LUE fee under these existing ordinance sections. 6. A waiver of City inspection fees on the City's share of the costs of the Barton Hill Reservoir to Chandler Road Water Transmission Main, the IH35 to Chandler Road Industrial Waterline Loop, the Chandler Road to Chandler Creek 1460 Wastewater Interceptor, and the Chandler Creek Interceptor Segment C-11. 29298.18/081398 EXHIBIT K - Page 1 of 1 rW, •' • 1.11.11 ..m wc22-7/1.N-00.1 2ej Mon. u.\214.11\020\io.\srr SIV-111Y2 • n .usGS Y., Nubia WI-Cxs Z ;o Z a$gd - kl S.IgIHXH w z Y Cc U+�t 0 w z CC CC w z uuJ.▪ 0 cc tzcx oz ,z lta�l EOto • t9 N�. OF OE 00 00. 0 �30.00aoao0. tai �� ID nLJ i� tal7 t1 O '1 IlN I z O ZZ hia>-�-2 2 0 rn o w Z z �'� z o ct w N 0 m i- z rr w w w U U U 3 j O eL 1.1 C C M 2 W tU Z N .. K • a1- 00. • • 3 3 ®III 1111BOuse,INlutt taxnntwtr , ::::IIIIIIIIMPAIIIIIIII - I L A W U trU W F. Iz z 0 3U 0 WO (r)� OO az OD cc CL O i 000 tl1A-wsVai\oto\ttsaVn •„,eH.,,3 ttq-Kitt-It 'eM ar fe-1.1-• ,neo iow 1 � j 4 25YR 100YI,-FLO h� S S 9*1 '044,- W 3124.4' Monument Ease ent (5d'x5a) go*" i worts M"Wrw Hosplu 0n'' 1.9 a ii comilo- 1.4 ac. 1'81 Acre. Vie' Land Vse- on E - _ 1 t ,�. -�R� $" _ �1�e ,, .v`• a r �' Y Lv�>yc�`'c ��4� ;4 -"�""k;* °�rix ,hi �'c„' �. � to JIM v _ 4 Ow DIV r z1: re S� Y EXHIBIT 13 -Page 1 0f 1 i