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R-05-09-22-14G3 - 9/22/2005
A i 4 RESOLUTION NO. R-05-09-22-14G3 WHEREAS, Blake Magee Investments, L.P. ("Developer" ) is the owner of approximately 726 .21 acres of land located within the extraterritorial jurisdiction of the City of Round Rock ("City" ) , and WHEREAS, Developer intends to develop the land and has requested that the-City consent to the creation of two Municipal Utility Districts to be named Paloma Lake Municipal Utility District No. 1 and Paloma Lake Municipal Utility District No. 2 ("MUDs 1 and 2") for said land, and WHEREAS, the City wishes to enter into a Consent Agreement with the Developer regarding the creation of MUDs 1 and 2, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Consent Agreement with Blake Magee Investments, L.P. , a -copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution. was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 22nd day of September, 2005 . ;, WERORMWELL, Mayor City of Round Rock, Texas A ST. CHRISTINE R. MARTINEZ, City S retary WPFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTi/R50922G3.WPD/rmc CONSENT AGREEMENT BETWEEN CITY OF ROUND ROCK,TEXAS AND BLAKE MAGEE INVESTMENTS,L.P. FOR PALOMA LAKE MUNICIPAL UTILITY DISTRICT NO. 1 AND PALOMA LAKE MUNICIPAL UTILITY DISTRICT NO. 2 EXHIBIT 193728-18 09/14/2005 "A" CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Consent Agreement ("Agreement") is between the City of Round Rock,Texas (the "City"), a home-rule city located in Williamson County, Texas and Blake Magee Investments, L.P., a Texas limited partnership(the"Developer"). INTRODUCTION The Developer owns or has an option to purchase approximately 726.21 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(the"Concept Plan"). The Developer intends to develop the Land as "Paloma Lake," a master-planned, residential community that will include park and recreational facilities to serve the community. Because the Land constitutes a significant development area that will be developed in phases under a master development plan, the Developer and the City wish to enter into this Agreement, which will provide,an alternative to the City's typical regulatory process for development, encourage- innovative- and.comprehensive master-planning of the Land, provide certainty of regulatory requirements throughout the term of this Agreement and result in a high-quality development for the benefit of the present and future residents of the City and the Land. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the agreements set forth below,the parties contract as follows. ARTICLE I DEFINITIONS Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or.in the City's ordinances, the following terms and phrases used in this Agreement will have the meanings set out below: Agreement: This Consent Agreement between the City and the Developer. City:- The.City of Round Rock, Texas, a home-rule city located in Williamson County, Texas. City Manager: The City Manager of the City. Commission: The Texas Commission on Environmental Quality or its successor agency. Concept Plan: The Concept Plan for the Land attached as Exhibit B. as amended from time to time in accordance with this Agreement. 2 91233 193728-19 09/15/2005 County: Williamson County, Texas. Developer: Blake Magee Investments, L.P., a Texas limited partnership, or its successors and assigns under this Agreement. . Districts: Paloma Lake Municipal Utility District No. 1 and. Paloma Lake Municipal Utility District No. 2, the political subdivisions of the State of Texas to be created over the Land, with the consent of the City, as provided in this Agreement. As used in this Agreement, "District"means either of the Districts. Double J.: Double J Investments, L.P., the owner of the tract or tracts of land adjacent to the Land,which are also intended to receive service through the McNutt Interceptor. 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 726.21 acres of land located in the City's extraterritorial jurisdiction, as described by metes and bounds on Exhibit A. Line A: The segment of the McNutt Interceptor located between the Treatment Plant and McNutt Creek, as indicated on Exhibit C. Line B.: The segments of the McNutt Interceptor located between the terminus of Line A and the southern boundary of the Land, as indicated on Exhibit C. Line.C.: The segments of the McNutt Interceptor located between the terminus of Line B adjacent to the southern boundary of the Land and County Road 112, as indicated on Exhibit C. McNutt Interceptor: The City wastewater interceptor project, as generally depicted on Exhibit C, which will transport wastewater generated by customers located within the McNutt drainage basin, as defined by the City, to the Treatment Plant. Treatment Plant: The Brushy Creek East regional wastewater treatment plant. ARTICLE II MCNUTT INTERCEPTOR PROJECT Section 2.01 McNutt Interceptor Project. The City proposes to construct Line A of the McNutt Interceptor Project according to the construction schedule attached as Exhibit D. The preliminary budget for Line A is attached as Exhibit E. The City desires that the Developer participate in the cost of construction of Line A and the Developer is willing to do so on the terms set forth in this Article. Section 2.02 Line A Participation. The Developer will cost participate with the City to finance Line A of the McNutt Interceptor as follows: (a). Line A Capacity Payment. The Developer will pay the City the sum of $2,850,000 which will be applied by the City to .pay a portion of the costs of Line A (the 3 193728-19 09/15/2005 "Capacity Payment"). The Capacity Payment will be paid as provided in Subsections (b) and (h). In consideration of the Capacity Payment, 2,000 living unit equivalents ("LUEs") of wastewater capacity in Line A will be reserved for and allocated to the Developer, on behalf of the Districts, as provided in this Agreement. (b). . Line A Plans. Line A will be designed by Karen Friese and Associates (the"Line A Engineer"). Upon completion of the preliminary plans and specifications for Line A (the "Line A Plans"), the Line A Engineer will submit a set of the Line A Plans to the City and a set to the Developer for review and approval. The Developer agrees to review the Line A Plans and either approve them or provide written comments specifically identifying any required changes within 10 days of receipt. If the Developer fails to either approve the Line A Plans or provide written comments within this 10-day period, the Line A Plans will be deemed approved. No changes which would adversely affect the capacity to be allocated to and reserved for the Developer, on behalf of the Districts, as provided in this Agreement or the cost of such reserved capacity may be made to the Line A Plans unless the changes are submitted'to the Developer, which .will have the same review and approval rights as provided above. The Developer's approval of the Line A Plans will not be unreasonably withheld. The Developer will reimburse the City for 25% of the cost of the Line A Plans within 30 days of the City's written request, accompanied by a copy of the City's contract with the Line A Engineer. The City may make such request for reimbursement from the Developer for one-half of such cost when the plans are 50% complete and for the remainder of the cost when the plans are complete. The amounts paid by the Developer under this subsection will be applied against and will reduce the remaining sum due for the Capacity Payment. (c). Construction Schedule. The City will proceed with the design of, easement acquisition for, and,construction of Line A in accordance with the construction schedule attached as Exhibit D., subject, however, to extensions of time due to force majeure. The City acknowledges that the Developer is relying on service being available to the Districts in accordance with such construction schedule, and agrees that wastewater service will be made available on or before the date specified in Exhibit D. (d). Bidding and Contract Award. The contract for construction of Line A will be advertised for-bid by the City in accordance with all applicable legal requirements, including Chapter 252, Texas Local Government Code, and awarded by the City to the lowest responsible bidder. (e). Payment Bond. At such time as the City awards a contract for the construction of Line. A, the City will give written notice to the Developer, accompanied by a copy of the accepted.bid, and the Developer will obtain and deliver to the City, within 30-days, a payment bond or letter of credit in the amount of the Capacity Payment, less any payments previously made by the Developer under subsection (b) (the "Fiscal Security"), to secure the Developer's obligation to pay the unpaid portion of the Capacity Payment to the City as provided in this Agreement. (f). Construction. Line A will be constructed in a good and workmanlike manner, and all material used in such construction will be substantially free from defects and fit for its 4 193728-19 09/15/2005 intended purpose. The Developer or the Districts may, at their own expense, inspect the construction. (g). Status Reports. The Line A Engineer will provide the Developer and the City with monthly construction status reports. (h). Pro ess Payments by the Developer. The Developer agrees to fund the unpaid portion of the Capacity Payment to the City as follows: Upon contract award: 25% Upon 25%completion: 25% Upon 75%completion: 25% Upon substantial completion 25% Upon acceptance of Line A by the City. Any remaining amount still due the City The City will deliver written notice to the Developer of each payment due, which will be accompanied by a copy of the related pay request and the Line A Engineer's approval of the related percentage of the work. The Developer will fund the payment within 30 days after receipt of the related request and supporting documentation, and will be entitled, upon such payment, to reduce the amount of the Fiscal Security so that the Fiscal Security at all times corresponds with the total remaining amount of the Capacity Payment due to the City under this Agreement. Promptly following completion of construction, and the Developer's final payment to the City,the City will return the Fiscal Security to the Developer. If the Developer fails to pay any sum due to the City as set out herein, the City may require payment under and in accordance with the Fiscal Security. (i). Guarantee and Reservation of Ca acity. Upon completion of Line A and payment of the Capacity Payment to the City as required under this Agreement,2,000 LUES of capacity in Line will be irrevocably and permanently reserved for and committed to the Developer, on behalf ofthe'Districts. The Developer may, at anytime, transfer such capacity to the Districts by written notice to the City. The Developer shall not transfer such capacity to any other entity or person without the prior written consent of the City, which consent will not be unreasonably withheld. Section 2.03 Line B. In order to serve the Districts only, Line B, which will be constructed in two phases as Line B-1 and Line B-2, would be required to be constructed as an 18-inch line. The City has requested that Line B-1 be oversized as a 42-inch line and that Line B-2 be oversized as a 24-inch line in order to provide additional capacity for future development. The City and the Developer agree to cooperate in connection with the construction of Line B, as provided in this Section. (a). Line B Plans. The Developer will cause Line B to be designed by Randall Jones Engineering,-Inc. (the "Line B Engineer"). Upon completion of the preliminary plans and specifications for the Line B, or a segment of Line B if Line B is designed in phases (the"Line B 5 193728-19 09/15/2005 Plans"), the Line B Engineer will submit a set of the Line B Plans to the City and a set to the Developer for review and approval. The City agrees to review the Line B Plans and either approve them or provide written comments specifically identifying any required changes within 14 days of receipt. The City's approval of the Line B Plans will not be unreasonably withheld. The City will reimburse the Developer for the City's cost share, as described in Subsection (e), below, of(a) engineering fees for the Line B Plans equal to twelve and one-half percent (12 1/2%) of the construction cost of Line B, and (b) the costs of inspection, testing, permits and environmental studies for Line B within 30 . days of the Developer's written request, accompanied by.a copy of the Developer's contract with the Line B Engineer, documentation confirming the Developer's payment of the Line B Engineer for the Line B Plans and documentation confirming the Developer's payment for the costs of inspection, testing, permits and environmental studies.. (b). Easements. The City agrees to acquire the easement across the Double J property that is required for Line B and to make this easement available to the Developer or the Districts for the construction of Line B in accordance with the Construction Schedule attached as Exhibit F. The Developer will use reasonable efforts to obtain any other required easements for Line B through negotiation. if the Developer is unable to obtain any required easements through negotiation, then, upon the Developer's request, the City agrees to acquire such easements using its power of eminent domain and to use good faith efforts to obtain possession of such easements within 180 days of the request. If the City utilizes its power of eminent domain to acquire any easements required for Line B, the Developer will.reimburse the City for its prorata share of the reasonable costs incurred and the amounts awarded as compensation to the landowners in the proceedings. (c). • Construction Schedule. The Developer will proceed with the.design of, easement acquisition for, and construction of Line B in accordance with the construction schedule attached as Exhibit F, subject,however, to extensions of time due to force majeure. (d). Bidding and Contract Award. The contract for construction of Line B will be advertised for bid by the Developer, on behalf of the Districts, in accordance with all applicable legal requirements, including Chapter 49, Texas Water Code. Line B will be bid.both at the size required by the Developer to serve the Districts only and at the size required by the City. The contract will be awarded by the Developer, on behalf of the Districts,.to the lowest responsible bidder. (e). City's Cost Share. The City'.s share of the costs of Line B will be the difference between the cost of Line B if built at the size proposed by the Developer to serve the Districts only and the cost of Line B built at the sizes required by the City,based on the low bid amounts. (f). Construction. Line B will be constructed in a good and workmanlike manner, and all material used in.such construction will be substantially free from defects and fit for its intended purpose. The City will inspect the construction, and the Developer will pay the City a portion of the costs of such inspections, based on the percentage of construction costs for Line B being borne by Developer as determined under Subsection(e). 6 193728-19 09/15/2005 r r r r (g). Status Reports. The Line B Engineer will provide the Developer and the City with monthly construction status reports. (h). Pro egr ss Payments by City. The City agrees to pay its share of the costs of Line B, based on the incremental cost determined under Subsection (e), above, which payment will constitute a "contractual obligation" under Section 8.503(i) of the Round Rock City Code, as follows: Upon contract award: 25% Upon 25%completion: 25% Upon 75%completion: 25% Upon substantial completion 25% Upon acceptance of Line B by the City: Any remaining amount still due the Developer (i). Guarantee and Reservation of Capacity. Upon completion of Line B, it will be transferred and conveyed to the City. The conveyance will be subject to the irrevocable and permanent reservation of 2,000 LUES of capacity in Line B to the Developer, on behalf of the Districts, and the Developer's right to reimbursement from the Districts as permitted by the rules of the Commission, and the City will accept Line B for ownership, operation and maintenance subject to such reservation. The Developer may, at any time, transfer its reserved capacity in Line B to the Districts by written notice to the City. The Developer will not transfer such capacity to any other entity or person without the express written consent of the City, which will not be unreasonably withheld. Section 2.04. Line C. Service to the Districts from the McNutt Interceptor will require the construction of Line C which.will connect toLine B and will be constructed in six phases, as Line C-1, Line C-2, Line C-3, Line C-4, Line.C-5.and Line C-8, as shown on Exhibit C. In order to serve the Districts only, Line C-1 would be required to be constructed as a 12-inch line, Line C-2, Line C-3 and Line C4 would be required to be constructed as 8-inch lines and Line C- 5 and Line C-8 would be required to be constructed as 12-inch lines. The City has-requested that Line C-1 be oversized as a 36-inch line, Line C-2.and Line C-3 be oversized as 24-inch lines, Line C-4 be oversized as a 12-inch line, and Line C-5 and Line C-8 be oversized as 18-inch lines in .order to provide additional capacity for future.development. The City and the Developer agree to cooperate in connection with the construction of Line C, as provided in this Section. (a). Line C Plans: Oversizing. Line C will be designed by Randall Jones Engineering, Inc. (the "Line.C Engineer"). Upon completion of the preliminary plans and specifications for Line C,or a segment of Line C if Line C is designed in phases (the"Line C Plans"), the Line C Engineer will submit a set of the Line C Plans to the City and a set to the Developer for review and approval. The City agrees to review the Line C Plans and either approve them or provide written comments specifically identifying any required changes within fourteen (14) days of receipt. The City's approval of the Line C Plans will not be unreasonably withheld. The City 7 193728-19 09/15/2005 will reimburse the Developer for the City's cost share, as described in Subsection(c), below, of (a) engineering fees for the Line C Plans equal to twelve and one-half percent (12 1/2%) of the construction cost of Line C, and (b) the costs of inspection, testing, permits and environmental studies for Line C within 30 days of the Developer's written request, accompanied by a copy of the Developer's contract with the Line C Engineer, documentation confirming the Developer's payment of the Line C Engineer for the Line C Plans and documentation confirming the Developer's payment for the costs of inspection, testing,permits and environmental studies.. (b). - Bidding and Contract Award. The contract for construction of each phase of Line C will be advertised for bid by the Developer, on behalf of the Districts, in accordance with all applicable legal requirements, including Chapter 49, Texas Water Code. Each phase of Line C will be bid both at the size originally proposed by the Developer and at the size required by the City. The contract or contracts for Line C will be awarded by the Developer, on behalf of the Districts, to the lowest responsible bidder. (c). City Cost Share. The City's share of the costs of each phase of Line C will be the difference between the cost of that phase if built at the size required to serve the Districts only and the cost of the phase built at the size required by the City,based on the low bid amounts. (d). Construction. Each phase of Line C will be constructed in a good and workmanlike manner, and all material used in such construction will be substantially free from defects and fit for its intended purpose. The. City will inspect the construction, and the Developer will pay the City a portion of the costs.of such inspections, based on the percentage of construction costs for that phase of Line C being borne by Developer as determined under , Subsection(c). (e). -Status Reports. The Line C Engineer will provide the Developer and the City with monthly construction status reports. (f). Pro ess Payments by City. The City agrees to pay a share of the cost of each phase of Line C,'based on the incremental cost determined under Subsection .(c), above, in accordance with Section 8.503(4) of the Round Rock City Code regarding reimbursement for oversized mains. If.there are insufficient funds in the City's oversize account to make any payments due under this Section, the Developer will be entitled to a credit against any water and wastewater oversize fees otherwise due under Section 8.503 of the City Code and against any impact fees otherwise due to the City. (i). Guarantee and Reservation of Capacity. Upon completion of each phase of Line C and payment.by the City of its cost share as provided above, that phase of Line C will be transferred and conveyed to the City subject to the irrevocable and permanent reservation of 2,000 LUEs of capacity to the Developer on behalf of the Districts. The conveyance will also be subject to the Developer's right to reimbursement from the Districts as permitted by the rules of the Commission. The City will accept each phase of Line C for ownership, operation and maintenance, subject to the reservations described above. The Developer may, at any time, transfer its reserved capacity in a phase of Line C to the Districts by written notice to the City. Developer shall not transfer such capacity to any other entity or person without the express written consent of the City, which will not be unreasonably withheld. 8 193728-19 09/15/2005 Section 2.05 Credits Against Impact Fees. The City acknowledges that certain costs of the McNutt Interceptor are or will be included in the City's wastewater community impact fee calculation and will be collected at the time the City's wastewater community impact fees are paid for future development. It would not be equitable for the Developer to both cost participate in the facilities described in this Article and pay a full wastewater community impact fee. Therefore, in consideration of the Developer's construction and cost participation in the McNutt Interceptor as described in this Agreement, the Developer will receive a credit against the City's wastewater impact fees for any costs of Line B and Line C that are included in the impact fee at the time of payment. ARTICLE III WATER SYSTEM IMPROVEMENTS Section 3.01 Off-Site Water Facilities. The City agrees to construct a 36-inch water transmission main from the City's existing 36-inch line in FM 1460 along the south side of County Road 112 to the intersection of County Road 112 and County Road 117 and from County Road 117 to Kiphen Road; a 24-inch water line from the intersection of County:Road 117 and County Road 112 to County Road 110; a 24-inch water line from the.intersection of County Road. 112 and County Road 110 to the intersection of County Road 110 and County Road 122, and a 16-inch water line along County Road 122 along the boundary of the land, all as depicted on.Exhibit H (collectively, the "Off-Site Water Facilities"). The City will- proceed with the design of, easement acquisition for, and construction of these water lines in accordance with the construction schedule attached as Exhibit L Section 3.02 Water Capacity Payment. The Developer will pay the City a sum calculated as set forth on Exhibit J (the "Water Capacity Payment") for 2,000 living unit equivalents ("LUEs") of water capacity in the Off-Site Water Facilities, which capacity will be reserved for and allocated to the Districts, as provided in this Agreement. The Developer will receive a credit against the Water Capacity Payment as described in Section 3.10 of this Agreement. :Section 3.03 Water Main Plans. The City will cause the OffSite'Water Facilities to be designed_by an engineer to be selected by the City (the "Water Line Engineer"). Upon completion of the preliminary plans and specifications for the Off-Site Water Facilities (the "Water Line.Plans"), the Water Line Engineer will submit a set of the Water Line Plans to the City and a set to the Developer for review and approval. The Developer agrees to review the Water Line Plans and either approve them or provide written comments specifically identifying any required changes within 10 days of receipt. If the Developer fails to either approve the Water Line Plans or provide written comments within this 10-day period,the Water-Line Plans will be deemed approved. No changes which would adversely affect the capacity to be allocated to and reserved for the Developer, on behalf of the Districts, as provided in this Agreement or the cost of such reserved capacity may be made to the Water Line Plans unless the changes are submitted to the Developer, which will have the same review and approval rights as provided above. The Developer's approval of the Water Line Plans will not be unreasonably withheld. Section 3.04 BiddinE and Contract Award. The contract for construction of the Off- Site Water Facilities will be advertised for bid by the City in accordance with all applicable legal 9 193728-19 09/15/2005 requirements, including Chapter 252, Local Government Code, and awarded by the City to the lowest responsible bidder. Section 3.05 Payment Bond. At such time as the City awards a contract for the construction of each of the Off-Site Water Facilities, the City will give written notice to the Developer, accompanied by a copy of the accepted bid, and the Developer will obtain and deliver to the City a payment bond or letter of credit in the amount of the Water Capacity Payment less the applicable credit under Section 3.10(the"Water Fiscal Security") to secure the Developer's obligation to pay the unpaid portion of the Water Capacity Payment (less any credit under Section 3.10) to the City as provided in this Agreement. Section 3.06 Construction. The Off-Site Water Facilities will be constructed in a good and workmanlike manner, and all material used in such construction will be substantially free from defects and fit for its intended purpose. The Developer or the Districts may, at their own expense, inspect the construction. Section 3.07 Status Reports. The Water Line Engineer will provide the Developer and the.City with monthly construction status reports. Section 3.08 Progress Payments by the Developer. The Developer agrees to fund the unpaid portion of the Water Capacity Payment(less any credit under Section 3.10)to the City as follows: Upon contract award: 25% Upon 25% completion: 25% Upon 75% completion: 25% Upon substantial completion: 25% Upon acceptance of Off-Site Water Facilities by the City: Any amount still due the City The City will deliver written notice to .the Developer of each payment due, which will be accompanied by a copy of the related pay request and the Water Line Engineer's approval of the related percentage of the work. The Developer will fund the payment within 30 days after receipt of the related request and supporting documentation, and will be'entitled, upon such payment, to reduce the amount of the Water Fiscal Security so that the Water Fiscal Security at all times corresponds with the total remaining amount of the Water Capacity Payment due to the City under this Agreement. Promptly following completion of construction, and the Developer's final payment to the City, the City will return the Water Fiscal Security to the Developer. If the Developer fails to pay any sum due to the City as set out herein, the City may require payment under and in accordance with the Water Fiscal Security. Section 3.09 Guarantee and Reservation of Capacity. Upon completion of the Off- Site Water Facilities and payment of the Water Capacity Payment to the City as required by this Agreement, 2,000 LUES of capacity in Off-Site Water Facilities will be irrevocably and permanently reserved for and committed to the Developer, on behalf of the Districts. The 10 193728-19 09/15/2005 Developer may, at any time, transfer such capacity to the Districts by written notice to the City. Developer shall not transfer such capacity to any other entity or person without the express written consent of the City, which will not be unreasonably withheld. Section 3.10 Credits Against Water Capacity Payment. The City acknowledges that certain costs of the Off-Site Water Facilities are or will be included in•the City's water community impact fee calculation and will be collected at the time the City's water community impact fees are paid for future development. It would not be equitable for the Developer to both cost.participate in the Off-Site Water Facilities and pay a full water community impact fee. Therefore, in.consideration.of the Developer's construction and cost participation in the Off-Site Water Facilities, the Developer will receive a credit against the Water Capacity Payment calculated as set forth on Exhibit K ARTICLE IV ROADWAY IMPROVEMENTS Section 4.01 County Road 122 Improvements. In lieu of any annexation, infrastructure or other per-acre fees which would otherwise be collected by.the City based on the development of the Land, the Developer agrees to construct one 24-foot wide segment of pavement with curb and gutter from the intersection of County Road 122 with County Road 117 to County Road 110, as depicted and described on the attached Exhibit L. The Developer will dedicate 100-feet of right-of-way for this roadway within the boundaries of the Land and will use good faith efforts to obtain any right-of-way or related easements required for these improvements outside of the boundaries of the Land by negotiation. If the Developer is unable to obtain any required right-of-way or easements outside of the boundaries of the Land, the City agrees to acquire such right-of-way and easements upon the Developer's request, using its powers of condemnation, if necessary; however, all reasonable and necessary costs incurred by the City in connection with such right-of-way and easement acquisition will be reimbursed to the . City by the Developer. Section 4.02 Right-of-Way Dedications. The Developer will dedicate, at no cost to the City, one=half of the right-of-way required for any roads shown on the Concept Plan which bound the Land and 1.00% of the right-of-way for the portion of any arterials shown on the Concept Plan which bisect the Land. The parties acknowledge that the final location of certain of such roadways may be subject to minor changes based on the final right-of-way alignment. Section 4.03 County Road 117. The City acknowledges that the Developer,may desire to have those portions of County Road 117 adjacent to the southern and western boundaries of the Land abandoned by the County, and to replace such abandoned portions of County Road 117 with internal streets as shown on the Concept Pian. The City agrees to support any related applications for such abandonment or vacation provided that the Developer grants the City any utility easements reasonably required for City utility facilities located or proposed to be located in the right-of-way. The parties acknowledge that the Concept Plan has been prepared based on the assumption that portions of County Road 117 will be abandoned as shown on the plan. If, however, those portions of County Road 117 are not abandoned, then the Developer will dedicate sufficient right-of-way out of the Property adjacent to the existing roadway to increase the total right-of-way to 60 feet. If County Road 117 is abandoned and conveyed to the 11 193728-19 09/15/2005 Developer, then the Developer agrees to dedicate a 20-foot waterline easement to the City within the portion of the right-of-way conveyed to it, as depicted on Exhibit M. If part of County Road 117 is abandoned, the City agrees that the Developer will not be required to construct subdivision walls and sidewalks along any portion of County Road 117 that remain open. If, however, no part of County Road 117 is abandoned, then a subdivision wall and sidewalk along Country Road 117 will be required. ARTICLE V CONCEPT PLAN Section 5.01 .Phased Development. The Developer intends to. develop the Land in phases. Portions of the Land not under active development may remain in use as income- producing agricultural lands or as open space land. Section 5.02. Concept.Plan; Exceptions. The City hereby confirms (i) its approval of the Concept Plan, and (ii) that the Concept Plan complies with the City's General Plan, as amended. The City approves the land uses, densities, exceptions, roadway alignments and widths, access and other-matters shown on the Concept Plan, and confirms that the.Concept Plan has been approved by all required City departments, boards and commissions.. Section 5.03 Development Review and Approval. It is the parties mutual intention that the City will have the sole responsibility for review and approval of all construction plans, development plans, preliminary plans, and subdivision plats within the Land.. If an amendment to the City's interlocal agreement with Williamson County is required to assure that no County review of such plans is required and that no related County fees are assessed, the City agrees to promptly request and.use good faith efforts to obtain such an amendment. Section 5.04 Term of Approvals. Except as provided below, the Concept Plan will be effective for the term of this Agreement. Any preliminary subdivision plan 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. The Concept Plan will be deemed to have expired if no final plat of the Land is recorded for a period five years. Section 5.05 Amendments. Due to the fact that the Land comprises a significant land area and its development will occur in phases over a number of years,.modifications to the Concept Plan may become desirable due to changes in market conditions or other factors. Variations of a preliminary plat or final plat from the Concept Plan.that do not increase the overall density of development of the Land will not require an amendment to the Concept Plan. Minor changes to the Concept Plan, including minor modifications of street alignments, minor changes in lot lines, the designation of land for public or governmental uses; changes in,lot sizes that do not result in an increase in the overall density of development.of the Land (including any increase in lot sizes resulting in a decrease in the total number of lots) or any change to a public use, including, but not limited to school use, will not require an amendment to the Concept Plan or.City approval. Major changes to the Concept Plan must be consistent with the terms of this Agreement and will be subject to review and approval by the City, which will not be unreasonably withheld. 12 193728-19 09/15/2005 ARTICLE VI CREATION OF DISTRICT Section 6.01 Consent to Creation of Districts. The City acknowledges receipt of the Developer's request, in accordance with Section 54.016, Texas Water Code, and Section 42.042, Texas Local Government Code, for creation of the Districts over the Land. On the Effective Date of this Agreement, the City has approved the resolution attached asExhibit N, consenting to the inclusion of the Land within the proposed Districts. Section 6.02 Wholesale Water and Wastewater Service to Districts. The City agrees to enter into a wholesale water and wastewater utility services agreement..with each of the Districts on the terms set forth on Exhibit O. 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 O. The Districts will provide retail water and wastewater services within their respective boundaries. Section 6.03 Street Lii!htini!. The Developer, or an electric utility,will construct all required street lighting within the boundaries of the Districts, and the Districts will be required to operate and maintain the street lighting within their respective boundaries. . Section 6.04 Annexation. (a) • The City agrees that it will not annex a District until: (i) water, wastewater and drainage facilities have been completed to serve.at least 90% of the developable acreage within the District; and (ii) (a)the Developer has been reimbursed by the District for the water, wastewater and drainage facilities in accordance with the rules of the Commission (or its successor agency) or (b)the City has expressly assumed the obligation to reimburse the Developer under those rules. The City agrees that a request for annexation will not be required with the filing of any final plat of property within a District. (b) Contemporaneously with the annexation of the land within a 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 VII DEVELOPMENT MATTERS Section 7.01 Generally. The Developer will have the right to select the providers. of CATV, gas, electric, telephone, telecommunications and all other utilities and services, including solid waste collection and recycling services, or to provide "bundled" utilities within the Land. Section 7.02 Drainage. The City agrees that the Land will be eligible to participate in the City's regional detention facilities, rather than providing on-site detention,on the same basis as other development within the City's extraterritorial jurisdiction. Subject to the City's review and approval of the Developer's drainage plan, the availability of capacity, and the payment of 13 193728-19 09/15/2005 all applicable City fees, the City agrees to provide written confirmation of its commitment of detention capacity or services for the Land. Alternatively, subject to standard City review and approval processes and compliance with applicable City ordinances, on-site detention for areas within the Land that drain into the existing water control and improvement district lake located on the Land may be provided through the lake. The Developer, or its successors or assigns, will maintain all stormwater drainage facilities within the Land that are not accepted by a District for operation and maintenance or included in the lake, including all drainage easements. The City Will not require the installation of any drainage improvements which do not qualify for construction under the existing nationwide Section 404 Permit issued by the Corps of Engineers. Section 7.03 Fire Protection Services. The Developer agrees to negotiate a fire plan with the City, for presentation to the Districts, under which each District would receive fire protection and emergency service from the City and that District would compensate the City for such services as authorized by Section 49.351, Texas Water Code. The City acknowledges that any fire protection plan must be approved by the Commission and the voters within the District, and approval will be subject to confirmation that the Land is not included within the service area of an existing emergency services district. Section 7.04 Annexation of Certain Land into City Corporate Limits. The City desires to expand its corporate limits and its.extraterritorial jurisdiction in order to provide for the City's orderly expansion and extension of facilities. Under applicable provisions of the Texas Local Government Code, a municipality may generally not annex a tract of land that is less than 1,000 feet in width. Accordingly, the Developer agrees that, prior to the creation of the Districts by'the Commission, the City may annex 1,000 foot strips out of the Land along and including the right-of-way for County Road 122, Arterial A, County.Road 112, and County Road 110, as depicted on Exhibit P ("Annexation Tracts"). The Developer agrees to prepare, at its cost, and provide field notes for the Annexation Tracts to the City within 30 days of the date of the date of this Agreement. The City agrees to bear all other costs of such annexations and to complete the annexations within four months of the date of this Agreement. The Developer agrees to execute any necessary requests for or consents to such annexations if requested to do so by the City. The City acknowledges that the annexations must be completed prior to the creation of the Districts by the Commission. Section 7.06.• Exclusion of Certain Portions of the Annexation Tracts. The City agrees that, within 30 days after the Commission's issuance of orders creating the Districts, the City will initiate proceedings to exclude all portions of the Annexation Tracts which are located within the Districts and outside of the County road rights of way for County Road 122, Arterial A, County Road 112, and County Road 110. The City will bear all costs of such exclusions and will complete such exclusions within four months of the date of the Commission orders creating the Districts. Section 7.07 No Other Oversizing Required. No further oversizing of facilities to serve the Land is anticipated by the City at this time. If, in the future, the City determines that it would be in its best interest to oversize additional facilities which are to be constructed by the Developer, then the City may request that such facilities be oversized and, provided that the oversizing does not result in a delay in construction and the City pays all costs resulting from its 14 193728-19 09/15/2005 request for oversizing, the Developer agrees to cooperate with the City to accommodate such request. Except as provided in this Agreement, no other oversizing of or cost participation in upsizing of facilities will be required of the Developer or the Districts, unless such additional oversizing is required due to a change in the Developer's utility requirements or an increase in the density of development of the Land above that projected in the Concept Plan. ARTICLE VIII PARK AND RECREATIONAL AMENITIES Section 8.01 Parkland. The Developer agrees that the park and open space land shown on the Concept Plan will.be dedicated to the Districts, or another governmental agency for parks, open space; mitigation or other public purposes. The City agrees that the Developer will receive a 100% credit for such dedication against the City's parkland dedication requirements and that no additional parkland.dedication or park fees will be required. Any trails within this park and open space land will be constructed in accordance with the City's standards and will be open to the public. Section.8.02 Imarovements. Any playground equipment constructed by the Developer will meet consumer product safety standards. ARTICLE XI AUTHORITY AND VESTING OF RIGHTS Section 9.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 402.014, Texas Local Government Code, and Section 212.172, Texas Local Government Code. Section 212.172, Texas Local Government Code, authorizes the City to make written contracts with the owners of land establishing lawful terms and considerations that the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities. The parties intend that this Agreement guarantee the continuation of the extraterritorial status of portions of the Land as provided in this Agreement; authorize certain land uses and development on the Land;provide for the uniform review and approval of plats and development plans for the Land; provide exceptions to certain ordinances; and provide other terms and consideration, including the continuation of land uses and zoning after annexation of the Land. Section 9.02 Vesting of Rights. The Concept Plan submitted by the Developer on June 15, 2004, constituted an application by the Developer for the subdivision and development of the Land, and initiated the subdivision and development permit process for the Land. The City acknowledges that the Developer has the vested right to develop the Land in accordance with this Agreement subject to any limitations contained in Chapter 245, Texas Local Government Code. ARTICLE X TERM,ASSIGNMENT AND REMEDIES Section 10.01 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 the Developer. Upon the expiration of 15 193728-19 09/15/2005 15 years, this. Agreement may be extended, at the Developer's request, with City Council approval, for up to two successive 15-year periods. Section 10.02 Termination and Amendment by Agreement. This Agreement may be terminated or amended as to all of the Land at any time by mutual written consent of the City and the Developer and, following creation of the Districts, the Districts and may be terminated or amended only.as to a portion of the Land by the mutual written consent of the City and the owners of the portion of the Land affected by the amendment or termination and, following creation of the Districts,the District containing such portion of the Land. Section 10.03 Assignment. a. This Agreement, and the rights of the Developer hereunder, may be assigned by the Developer,-with the City's consent,`to a subsequent developer of all or a portion of the undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights and obligations and be executed by the proposed.assignee. The City's consent to any proposed assignment will not be unreasonably withheld or delayed. b. If the Developer assigns its rights and obligations hereunder as to a portion of the Land, then the rights and obligations of any assignee and the Developer will be severable, and the Developer will not be liable for the nonperformance of the assignee and vice versa. In the case- of nonperformance by one developer, .the City may pursue all remedies against that nonperforming- developer, but will not impede• development activities of any performing developer as a result of that nonperformance. C. This Agreement is not intended to be binding upon, or create any encumbrance to title as to;any ultimate consumer who purchases a fully developed and improved lot within the Land. Section 10.04 Remedies. a. If the City defaults under this Agreement, the Developer may enforce this Agreement by seeking damages and/or a writ of mandamus from a Williamson County District Court, or may give notice setting forth the event of default ("Notice") to the City. If the City fails to cure any default that can be cured by the payment of Money("Monetary Default")within 45 days from the date the City receives the Notice, or fails to commence the cure of any default specified in the.Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such .cure to completion, the Developer may terminate this Agreement as to all of the Land owned by the Developer, or as to the portion of the Land affected by..the default; however, any such remedy will not revoke the City's consent to the creation of the Districts. b. If the Developer defaults under this Agreement, the City may enforce this Agreement by seeking damages and/or injunctive relief from a Williamson County District Court, or the.City may give Notice to Developer., If the Developer fails to cure any Monetary Default within 45 days from the date it receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the 16 193728-19 09/15/2005 Notice, and thereafter to diligently pursue such cure to completion, the City may terminate this Agreement; however, any such remedy will not revoke the City's consent to the creation of the Districts. 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 10.05 Cooperation. a. The City and the Developer each agree to execute such further documents or instruments as maybe necessary to evidence their agreements hereunder.. ,. b. The City agrees to cooperate with the Developer in connection with any waivers or approvals the Developer may desire from Williamson County in order to avoid the duplication of facilities or services in connection with the development of the Land: c. In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, the Developer and the City agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the.suit or claim without diminution in their respective rights and obligations under this Agreement. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 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 confirmed facsimile, with a 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 three days after, the date of mailing. Notice given in any other manner will be effective only when received. Tor.-purposed of notice, the addresses of the parties will,until changed as provided below,be as.follows:. CITY: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Attn: City Manager With Required Copy to: Steve Sheets Sheets &Crossfield 309 E. Main Street Round Rock,Texas 78664-5264• 17 193728-19 09/15/2005 DEVELOPER: Blake Magee Investments, L.P. 1011 N. Lamar Blvd. Austin,Texas 78703 Attn: Blake Magee With Required Copy to: Sue Brooks Littlefield Armbrust&Brown, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 The parties may change their respective addresses to any other address within the United States of America by giving at least five days' written notice to the other party. The Developer may,by giving at least five days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. Section 1.1.02 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 11.03 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County,Texas. Section 11.04 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 11.05 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 18 193728-19 09/15/2005 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 11.06 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 11.07 Force Maieure. If, by reason of force majeure, either party is rendered unable, in whole or in part, to carry out its obligations under this Agreement, the party whose performance is so affected must give notice and the.full particulars of such force majeure to the other party within a reasonable time after the occurrence of the event or cause relied on, and the obligation of the party giving such notice, will, to the extent it is affected by such force majeure, be suspended during the continuance of the inability but for no longer period. The party claiming force majeure mustl endeavor to remove or overcome such inability with all reasonable dispatch. The term 'force majeure" means Acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind of the government of the United States or the State of Texas, or of any court or agency of competent jurisdiction or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake; fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and people, civil disturbances, vandalism, explosions, breakage or accidents to machinery, pipelines or canals, or inability on the part of a party to perform due to any other causes not reasonably within the control of the party claiming such inability. Section 11.08 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. The Developer hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of the Developer. Section 11.09 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A- Metes and Bounds Description of the Land Exhibit B - Concept Plan, including boundary roads and arterials Exhibit C - McNutt Interceptor Schematic Plan, including depiction of Line A, Line B and Line C Exhibit D - Line A Construction Schedule Exhibit E - Line A Preliminary Budget 19 193728-19 09/15/2005 Exhibit F Line B Construction Schedule Exhibit G- Intentionally Omitted Exhibit H - Off-Site Water Facilities Schematic Plan, including location of 20- foot waterline easement Exhibit I- Off-Site Water Facilities Construction Schedule Exhibit J- Calculation of Water Capacity Payment Exhibit K Calculation of Credit against Water Capacity Payment Exhibit L- County Road 122 improvements Exhibit M County Road 1 i 7/Waterline Easement Exhibit N- District Consent Resolution Exhibit O- Terms of Wholesale Water and Wastewater Services Exhibit P - Annexation Tracts IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY OF ROUND ROCK By: Printed Name: Title: Date: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this day of. 12005, by of the City of Round Rock, Texas, a Texas home-rule municipality,on behalf of the municipality.. Notary Public- State of Texas Name: My Commission Expires: 20 193728-19 09/15/2005 BLAKE MAGEE INVESTMENTS,L.P. By: Blake Magee GP, Inc., a Texas corporation, its General Partner By: Blake J. Magee, President Date: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this day of , 2005, by Blake J. Magee, President of Blake Magee GP, Inc., a Texas corporation, general partner of Blake Magee Investments, L.P., a Texas limited partnership, behalf of the corporation and the partnership. Notary Public-State of Texas Name: My Commission Expires: 21 193728-19 09/15/2005 726.21 ACRES A PARCEL OF LAND IN WILLIAMSON COUNTY,TEXAS, BEING A PART OF THE WILLIS DONAHO, JR.SURVEY, ABSTRACT No. 173; THE JOHN L. JUSTICE SURVEY, ABSTRACT No.356; THE HENRY MILLARD SURVEY, ABSTRACT No. 452; THE WILLIAM DUNN SURVEY, ABSTRACT No. 196;AND THE ROBERT McNUTT SURVEY,ABSTRACT No. 422 THE SAME BEING A PART OF THAT 868.54 ACRE TRACT OF LAND CONVEYED TO TOM E. NELSON,JR., TRUSTEE, BY DEED RECORDED IN VOLUME 1133, PAGE 639 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING A PART OF THAT 27.03 ACRE TRACT OF LAND CONVEYED TO NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD.,A TEXAS LIMITED PARTNERSHIP, BY DEED RECORDED IN DOCUMENT No. 9828296 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, ' TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE at concrete monument numbered 40 found for the Most Northerly Northeast Corner of the said 868.54 Acre Tract; THENCE along the North and East Lines of the said 868.54 Acre Tract the following two(2) courses: 1. S.21 037'04"E., a distance of 645.74 feet to a fence corner post; 2. N.70005'31"E., along a fence, a distance of 475.41 feet to a %Z" iron rod found in the West Line of County Road 110(formerly known as Bell Gin-Hutto Road), as said West Line is presently fenced; THENCE S.16037'39"E., along the said West Line of County Road 110, a distance of 349.01 feet to a W iron rod set in the North Line of County Road 112; THENCE S.20030'50"E., crossing County Road 112, a distance of 66.54 feet to a steel fence corner post in the South Line of County Road 112 and in the West Line of County Road 110; THENCE SA 9046'14"E., along the West Line of County Road 110, a distance of 401.78 feet to the Point of Beginning; THENCE continue along the West Line of County Road 110 the following four courses: 1. S.19°46'14"E.,a distance of 847.53 feet to a %2'iron rod found; 2. S.17°43'50"E.,a distance of 651.59 feet to a V iron rod found; 3. S.13°19'30"E., a distance of 1391.28 feet to a W iron rod found; 4. S.13019'30"E.,a distance of 51.10 feet; THENCE departing the West Line of County Road 110 and crossing the 868.54 Acre Tract the following five courses: 1. S.83009'04"W. a distance of 192.14 feet; 2. N.75°03'32"W. a distance of 75.15 feet; 3. S.11°10'29"W.a distance of 174.11 feet; 4. S.19°30'41'W. a distance of 353.88 feet to a point on a non-tangent curve to the right; Page 1 of 4 SALAND1 001-1 050\1 046\1 046-NON-COMML.rtf EXHIBIT A 726.21 ACRES 5. Northeasterly along the arc of said curve, a distance of 513.14 feet(said curve having a radius of 1250.00 feet, a central angle of 23031'14"and a chord bearing N.65049'12"E., 509.54 feet)to the West Line of County Road 110; THENCE S.08033'1 2"E., along the West Line of County Road 110, a distance of 67.85 feet to a 60d nail set in a fence post, the same being the Most Northerly Corner of that 0.55 Acre Tract of land conveyed to Jonah Water Supply Corporation by deed recorded in Volume 987, Page 399 of the Official Records of Williamson County,Texas; THENCE S.42°17'46"W., along the West Line of the said 0.55 Acre Tract, a distance of 5T.96 feet to a point on a non-tangent curve to the left; THENCE departing the West Line of the said 0.55 Acre Tract and crossing the said 868.54 Acre Tract the following four courses: 1. Southwesterly along the arc of said curve, a distance of 673.34 feet(said curve having a radius of 1150.00 feet, a central angle of 33032'51"and a chord bearing S.58013'14"W., 663.76 feet); 2. S.53°56'11"E. a distance of 526.12 feet; 3. N.32035'36"E. a distance of 138.79 feet; 4. N.58046'46"E. a distance of 192.40 feet to the West Line of County Road 110; THENCE S.29048'1 1"E., along the West Line of County Road 110, a distance of 1905.99 feet to a YZ"iron rod set; THENCE continue S.29048'1 1"E., a distance of 215.73 feet to the North Line of County Road 122 as fenced; THENCE N.89039'47"W., along the North Line of County Road 122, as fenced, a distance of 2284.63 feet to a %" iron rod set in the East Line of that 6.51 Acre Tract of land conveyed to Lesley C. Madsen and Cheryl L. Madsen by deed recorded in Volume 669, Page 105 of the Official Records of Williamson County, Texas, from which point a Y2" iron rod found for an angle point in the East Line of the said 6.51 Acre Tract bears S.00015'41"W. 9.28 feet; THENCE N.00015'41"E.,along the East Line of the 6.51 Acre Tract, a distance of 254.64 feet to a '/2" iron rod found for the Northeast Corner of the 6.51 Acre Tract; THENCE N.89055'14"W., along the North Line of the said 6.51 Acre Tract, a distance of 591.06 feet to a 1" iron pipe found; THENCE N.89059'04"W., at a distance of 14.42 feet pass the Northwest Comer of the 6.51 Acre Tract and continue along the North Line of that 161.11 Acre Tract of land conveyed to Chester Madsen and Joyce Madsen by deed recorded in Volume 434, Page 176 of the Deed Records of Williamson County, Texas, in all a total distance of 938.71 feet to a 1" iron pipe set for the Northwest Corner of the said 161.11 Acre Tract;; Page 2 of 4 SALAND1001-1050\1046\1046-NON-COMML.rtF EXHIBIT A 726.21 ACRES THENCE along the West Line of the said 161.11 Acre Tract the following three (3)courses: 1. S.01 038'39"E., a distance of 276.85 feet to a 60d nail set by a fence post; 2. S.02°11'03"W., a distance of 120.77 feet to a 1" iron pipe found; 3. S.00°30'11"W. a distance of 125.60 feet to a '/" iron rod found for the Northwest Corner of that 4.46 Acre Tract of land conveyed to Duval C. Jars, Jr., and Geraldine K.Jarl by deed recorded in Volume 792, Page 319 of the Deed Records of Williamson County, Texas; THENCE S.01°19'26"W., along the West Line of the said 4.46 Acre Tract, a distance of 551.22 feet to a %" iron rod found for the Southwest Corner of the said 4.46 Acre Tract and the Northwest Comer of that 2.00 Acre Tract of land (Tract 2)conveyed to Marjorie S.Jarl by deed recorded in Volume 792, Page 304 of the Deed Records of Williamson County, Texas; THENCE S.01033'01"W., along the West Line of the said 2.00 Acre Tract, a distance of 240.91 feet to a '/Z" iron rod found for the Southwest Corner of said Tract 2 and the Northwest Corner of Tract 1 conveyed in the said deed recorded in Volume 792, Page 304; THENCE S.01010'24"VV., along the West Line of said Tract 1, a distance of 273.52 feet to a'/" iron rod found in the North Line of County Road 122 for the Southwest Corner of said Tract 1; THENCE along the North Line of County Road 117, as fenced, the following three (3)courses: 1. N.89050'22"W., a distance of 1439.07 feet to a '/z"iron rod set; 2. N.89054'53"W., a distance of 1094.50 feet to a W iron rod set; 3. N.69°44'06"W., a distance of 52.85 feet to a '/2" iron rod set; THENCE along the East Line of County Road 117, as fenced, the following five (5)courses: 1. N.42021'29"W., a distance of 49.82 feet to a '/" iron rod set; 2. N.18°21'23"W., a distance of 1696.94 feet to a fence post corner; 3. N.16°42'4T'W., a distance of 256.40 feet to a'/2" iron rod set; 4. N.76021'25"W., a distance of 153.47 feet to a W iron rod found; 5. N.18°14'48"W., a distance of 1113.89 feet to a W iron rod found for the Southwest Corner of the said 27.03 Acre Tract; THENCE N.18014'20"W., along the West Line of the said 27.03 Acre Tract, the same being the East Line of County Road 117, a distance of 12.48 feet to a point on a non-tangent curve to the left; THENCE crossing the said 20.03 Acre Tract and along the arc of said curve to the left a distance of 1529.61 feet, (said curve having a radius of 950.00 feet, a central angle of 92015'11", and a chord bearing N.11°35'1 YE., 1369.66 feet); THENCE N.34032'23"W., a distance of 180.52 feet to the South Line of County 112; Page 3 of 4 SALAND1 001-1 050\1 046\1 046-NON-COMML.rtf EXHIBIT A 726.21 ACRES THENCE along the South Line of County Road 112 the following eight courses: 1. N.57046'29"E., a distance of 66.94 feet to a '/2" iron rod set; 2. N.55027'37"E., a distance of 180.43 feet to a %2" iron rod found; 3. N.62057'39"E., a distance of 543.87 feet to a'/" iron rod set; 4. N.64004'33"E., a distance of 668.47 feet to a'/: iron rod found; 5. N.62°38'45"E., a distance of 1119.31 feet to a %2" iron rod found; 6. N.62040'40"E., a distance of 735.85 feet to a'/2" iron rod set; 7. N.63007'32"E., a distance of 1050.79 feet to a W iron rod set; 8. N.63022'34"E., a distance of 929.21 feet; THENCE departing the South Line of County Road 112 and crossing the said 868.54 Acre Tract the following four courses: 1. S.26°44'41"E. a distance of 574.93 feet; 2. N.43°53'37"E. a distance of 178.17 feet; 3. N.37°29'47"E. a distance of 306.07 feet; 4. N.70059'25"E. a distance of 128.33 feet to the said Point of Beginning. Containing 726.21 acres, more or less. -------------- ... J. Kenneth W ' and JOHN KENNETH WEIGAND Registered Professional Land Surveyor No. 5741 ••••~••••••••••••••••••• State of Texasy . 0 -0 OtL �j,O., e s s�• �-� RJ Surveying, Inc. SUFt`I 1212 East Braker Lane Austin,Texas 78753 This document was prepared under 22TAC 663.21,does not reflect the results of an on the ground survey,and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. Page 4 of 4 S:\LAND1001-1050\1046\1046-NON-COMML.rtf EXHIBIT A a^\\ /� y IWlse�rNe '.\ mut rW�u '►` � •`\ \1 — ' \ ere r•.m rf� i \ ADS wBvt+�;c` \� i'�/ _ \•1 Y# 11 wllaM aANL"Wr yi a \HONKS O.AS CO Z 55 L\�, Y ✓ ..i ' '\ 1 ABSIRAC/1% eB :ter\ 1 p 726.21 ACRES \ � t \ ROBCR!N[NUIi SIAiKY ABSIRACI Ot 1 ABSRIACI IJJ \ \ as n »rLL/S OpJANq A SUPKY .www ABSIRACr IIJ , / y \ � � ✓—_qr _—_ .._.._..— xr l 1A1r LANG f 7i1 L---- pr � II ROBCRl MCNN1/SUPKr I ABSIRACr 112 1 •�'�''�-Ij 9KIW MACCpPANY aSLwmy ar m.tl ACWS Ar O[SLNIB07 ON SCRANAIr ArrAaWNr MALLOW LMY UMOM IK COMAONM MACM RWALL,C NM MNEMNG INC --- - CdN/n rNr c erre rNA:New NW Auu roiwnRa`e m -� N go 0 a RJ SURW"NC, INC ml C NtaN LRC New vAr IeYsl n sl W-rfu ao Na,a rvc r•.m /a.LaR Lmr arAt rRN 1. - /`�'►�%�i►��� �i►♦��� ���������;�� i�,� ,y� � � -I •� y I♦ '�1` ,♦ JI■ ��...� ���i�'�� /��'�I'%fir 1/%I'.-._ ��;`�!'iii ��Q�♦ ��` It ♦ a M . 1► . ����� ♦ •� �I,ii��; ; �Q ♦� �I •I�-- 111■IL 1� . .•. �... ., / its ��I� ..��� ♦♦I Imo♦ �♦ _ ♦ �� ����� �� , ,��.���'��.,�: ,� X1.41♦j 11♦♦ O rj WFAM IN 440' io ,, 1► � � � �.� ► I .r I ► / ♦ .moi♦ moi ♦ Ti` .'.IP,r�� - ♦ ♦ ♦ ♦, �. ♦ SII ' ► i♦' iii V50 WAIN . �!111111 141*4W.� �.-..40 r � ♦ �� \ rrr' _ -fi- F i ��•i���11 �11►1�� ♦_�'�� �/'' ' �♦_��u��. �: 111+:` - \ �• �i.; ■1►r �I��I� •� 1) .uulll'I�IIu.��►nlnillunin��=�� 147 A r) ��t .4♦ � iw ♦ � � 1L ��■1'jl� tww. 11 III � LI// • i \ a11111111�'�� 11111■ �+JIIIIC= 7„I�/,hIP��1111L -x]111111 Davf�"°9D D ii � ' � u 1 t r } , F , A r A t t y � Line 03 j ;� ` ��,, 8"Sienna Hlifs Requirement -• Line C5 Line D5 w \ / 18"Ultimate Buildout 24"Ultimate Bulidout ""•'r f 12"Paloma Requirement (ETJ) t A H.E.C. � �• �` �t E, �t� ^,� tine C2 2a"Ultimate Buildouty9� � ' S e Line C3 18"Ultimate Bulidout �� ~� 24"Ultimate Buildout a `; 12"Pabma Requirement ` r 8"Paloma Requirement Line D2 �`� ,� '' '�`�, ,Paloma DevehDpment � 1r•ummate Bmidout . ,. 12"Sienna Hills Requirement - - '" " !yh i tine to 4 11 ti Line 82 24"Ultimate Bulidout i- ,t, 24"Ultimate Buildout 8"Sienna Hills Requirement ``4 Line C4 )I" t8"Paloma Requirement 'N!." 12"Ultimate Bulidout 8"Paloma Requirement I Llne C1 d r 36"Ultimate Bulidout :.�` 12"Paloma Requirement � <' 42"Ultimate Buildout `� " , . ... � *�-••.�.�..:-� 18"PabmaRequlremeM 4' ` ��1�,/ E . w tine D1 `A 27"Ultimate Buildout 15"Sienna Hills Requirement w ,a l it i , I I t z€ C d � r y 1 a 9 4. 1 S r• ( McNutt Creek ".,� i _ w.k �'�s ��. �• � ' 1: '" , ..7�.. `+r•'-,:•.. "\ y � h to .:,•,,,,,.,r.- '° I i � F�r 24'Paloma Requirement -�°' s w �T p }pn Sd@.R©UNC"�tOrv"IC.MAINI'IQt..ES / y i k&r„x palotllc'lr� A��[p;�aka •'i`y. e, Li t , 44tt`` Mc4ut�Greek Was�tiewater y11 x t ' t 11 1 oop''! tlimp EXHIBIT C EXHIBIT D Line A Construction Schedule Item Completion Select Engineer Engineer selected Preliminary Design, Survey and Geotechnical March 2006 Land Acquisition October 2006 Final Design October 2006 Award Bid November 2006 Final Acceptance December 2007 Exhibit D Page 1 of 1 193728-18 09/14/2005 EXHIBIT E Line A Preliminary Budget Capital Cost- $12,638,241 Land Acquisition— 16i,728 Engineering Cost g g — 1,271,680 Total Estimated Budget $13,829,649 Exhibit E Page 1 of 1 193728-18 09/14/2005 Paloma Lake McNutt Interceptor Line B 1 and B2 • Design and Construction Schedule Exhibit F Process/Task ProjectedProjected Duration Construction Plans Route Survey 4/1/2006 90 Easement Acquisition 6/30/2006 120 Start construction plans 10/28/2006 60 Formal submittal 12/27/2006 30 City Reiview and Response 1/26/2007 120 Public Bid 5/26/2007 30 Precon 6/25/2007 200 Final Acceptance 1/11/2008 9/2/2005 9:29 AM Paloma-WW SCHEDULE EXHIBIT G Intentionally Omitted Exhibit G Page 1 of 1 193728-18 09/14/2005 2 ARM "` ^F E At P i$ 3 P mow, m sraa.s amass W M•r M awe awaa.ae ftA Cies#g�I 'it el�a L.U.E:s X 3.5 Pee pWL.U.E.X 406 Gatkm Peek Day Demand Wwo this '� Paloaaaa e ■1959 LUXIS 1S59 Lao.'s x 3.5 people x 203 ga#wWpomn as $ RE RIMAW Mioma ent•im L UE.`S' 1 a.e ya x 3.S x 410 o"On aiperson Dwv Phasei2 (6416) Kase 3 (1721) ` R68-1 4 (23-27) 2 _500 Foot)l s �• EXHIBIT H EXHIBIT I Off-Site Water Facilities Construction Schedule Item Completion Select Engineer November 2005 Preliminary Design, Survey and Geotechnical March 2006 Land Acquisition October 2006 Final Design October 2006 Award Bid November 2006 Final Acceptance December 2007 Exhibit I Page 1 of 1 193728-18 09/14/2005 EXHIBIT J Calculation of Water Capacity Payment 36" Water Line Water Capacity payment $546,624 24" Water Line Water Capacity Payment $150,516 Exhibit J Page lof1 193728-18 09/14/2005 EXHIBIT K Calculation of Credit Against Water Capacity Payment 36" Water Line Water Capacity payment $546,624.00 Paloma 2,000 LUE's X$27.66 Credit $ 55,310.10 Capacity Payment less Credit $491,313.90 24" Water Line Water Capacity Payment $ 150,516.80 Paloma 2,000 LUE's X$7.27 Credit $ 14,542.99 Capacity Payment less Credit $ 135,973.81 Note—24"water line will be constructed when growth within the development dictates its construction as mutually agreed by City and Developer. Construction of 24"water line capacity payment will be paid when 24"water line is constructed. Progress payments to be paid by Developer under schedule provided in 2.01 (h). Exhibit K Page lof1 193728-18 09/14/2005 X1111/ �i I� . r� Imo' r� • � -� 111►,, ��i.��ii �ii� `, ,!�i� ��i�.,�y `� . ... 1 I fir► • 4 , ��► ����I� ��� ♦ + MAP" • ♦ire �. 9 ro n Mrl W i ��: ��� ��;�, EXHIBIT N A RESOLUTION GRANTING THE CONSENT OF THE CITY OF ROUND ROCK,TEXAS,TO THE CREATION OF PALOMA LAKE MUNICIPAL UTILITY DISTRICT NO. 1 AND PALOMA MUNICIPAL UTILITY DISTRICT NO. 2 WITHIN THE CITY'S EXTRATERRITORIAL JURISDICTION RESOLUTION NO. WHEREAS, the City of Round Rock, Texas has received a Petition for Consent to the Creation of Municipal Utility Districts, proposed to be known as Paloma Lake Municipal Utility District No. 1 and Paloma Lake Municipal Utility District No. 2, upon acres located in the City's extraterritorial jurisdiction, a copy of which petition is attached as Exhibit 1;and WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Texas 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: Section 1. That the City Council of the City of Round Rock, Texas, gives its written consent to the creation of two municipal utility districts, proposed to be known as Paloma Lake Municipal Utility District No. 1 and Paloma Lake Municipal Utility District No. 2, on acres of land, as described in the attached petition. Section 2. That the City Council agrees that each District described in Section 1 will contain a portion of the Land, as determined by the property owner. No further action on the part of the City will be required to the establishment of the Districts' boundaries; however, the City will provide confirmation of its consent if requested to do so by the owner of the Land or any District. Section 3. That the City Council further agrees that each District may annex or exclude property within the Land and adjust its boundaries as necessary to facilitate the extension of utilities to and the development of the Land. No further action on the part of the City will be required to evidence its consent to the annexation or exclusion of portions of the Land by a District, but the City agrees to provide additional confirmation of its consent if requested to do so by the owner of the Land or any District. PASSED AND APPROVED on the day of , 2005. Mayor,City of Round Rock Exhibit N Page 1 of 3 193728-18 09/14/2005 ATTEST: APPROVED: City Secretary City Attorney Exhibit N Page 2 of 3 193728-18 09/14/2005 EXHIBIT 1 PETITION FOR CONSENT TO THE CREATION OF MUNICIPAL UTILITY DISTRICTS Exhibit N Page 3 of 3 193728-18 09/14/2005 EXHIBIT O Terms of Wholesale Water and Wastewater Services 1. The City will provide wholesale water and wastewater utility services to the Districts, sufficient to serve the land uses shown on the Concept Plan, for cost of service wholesale 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. The City shall be entitled to include a reasonable rate of return in the utility rates. Water will be provided at a minimum pressure of 35 psi and a minimum flow rate of.6 gallons per minute per LUE, and in compliance with all applicable requirements for wholesale contracts for purchased water systems, including Section 290.45(f), Texas Administrative Code. 2. The City will provide potable water meeting the standards of the Texas Commission on Environmental Quality for human consumption and other domestic uses, and will receive, treat and dispose of all sewage generated by customers within the Districts. The City will maintain an adequate water supply and adequate wastewater treatment capacity at all times to serve the customers within the Districts at the same level these services are provided within the City. The City may limit service to the 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 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 Districts will be measured by a master meter installed at each point of delivery. Each of the 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 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 or impact fees, subject to any credits or waivers provided for in this Agreement, the 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. The Districts will collect the applicable capital recovery or impact fees at the time the Districts' tap fees and other connection charged are collected, and will remit the collected fees to the City on a monthly basis. No service to a connection will be provided to a District until the City's capital recovery fees or impact fees have been paid by the customer requesting the connection. 6. Interim water service sufficient to serve 220 LUEs will be provided to the Districts via the Developer's extension of two existing City 12-inch waterlines located in the Settler's Crossing Subdivision to the boundary of the Land. Interim wastewater service sufficient to serve 220 LUEs will be provided to the Districts via the City's lift station in Settler's Crossing Subdivision. Exhibit 4 Page i of 2 193728-18 09/14/2005 7. The Developer will provide easements for all District maser meters in accordance with City Ordinance requirements. Exhibit O Page 2 of 2 193728-18 09/14/2005 111 ' • Ir e M =A tO I .X D�JY'JV R0�112 Pvr or I ' _ _ uaiaaouT��'►"�Ovr-�I 1 j 1805'pm-T OF ' SACT J rq v PLVVT OF47541 � OW,.,/L, TRUSTE£ DETAILA JOHNBEGINEpNNlIN W E.1VfEi.SJJS7XE BEGINNING R£1/AAVM OF 86854 ACRES SURVEY ABS T 356 TRACT 1 Vt71L111A/£1134 PACE 639 1 SEf TRACT 1 45 -- — DETAIL A _ _ --- 34.70 ACRES 1NOAIAS G�ussGnc�r ROAD 112 L �____--- --- , B£sAWNVG N �a SURVEY ABSTRACT 155 ; Coffin' -____- TRACT 3 1 1 L41 L42 _ _- L33 1W. g `� , S L39_-_- -L40 _ 14 TRACT 3 ' c i 323.66 ACRES ------r %�-��_' _ _��__--------------- o-APPR0-VMA7FSbRVEYL#yE i b 1 v ,�f ------------- 1 HAIA<STEAD � � •- 1 FA�lalcr �� L60 I PRIESALAA , TD - 127.03 ACW ' p 1 DOGLUNT Na r 19828Z9ri , ` ----- ----- v % 1 1 O 4 _— f of j ' Gbh �2 !1 ��• i�lUU E NELSA+K A. TRUSTEE i RENAANP&OF 86854 ACRES VMUIIE 1134 PAGE 639 • is 1 L57 1 Ii1LLLS DANAHo. � S71R1�' _ ABSTRACT 173 G13 GZ L65 1 `'y1YR L67 ° �A w _ 7 TRACT 4 ` Qu, cs 47.79 ACRES V 1 45,E 45- C5 L28 J -� �?� �.t,26 G�ti kq: A tU ` z to �' X91 '4 3► \ -c 1 a o v 44 \ TRACT 2 OD ` 16 t_80 ACRES 74 ,�. , Wq, 00 zPOINT 1y� S '�c�,pT eaa fivvG `�q BEGINNING S'�gC�I�,yv� TRACT 4 I QrT/ TRACT?co C> r SKETCH TO ACCOMPANY DESCRIPTIONS (SEE DESCRIPTIONS ON A SEPARA TF A TTA CHMENT) 0 DA TE.- AUG. 30, 2005 SCA LE.• 1" = 1000' 0 Z EXHIBIT P RJ SUR VE YING INC. Q � SHEET 1 OF 2 � "' 1212 E. BRAKER LANE AUSTIN, TEXAS 78753 (512) 8J6-479J LINE TABLE . LINE LENGTH BEARING LINE LENGTH BEARING Ll 92.4 7' N6373'41"E L36 12.48' N187424"W L2 604.86' S18'20'50"E L37 260.82' N34.3223"W L3 139.53S18.02'18"E L38 148.27' N57.49'07"E L4 625.09' S18"2458"E L 39 188.92' N64.58'03"E L5 466.48' S17.3524'E L40 996.53' N63'09'05"E L6 227.60' S13'38'03"E L41 134.26' N63'47'20'E L7 161.86' S14'03'20"E L42 565.62' N63.4959"E L8 35.10' S24'53'20"E L43 2319.57' N63.09'42"E L9 1501.19' S14.00'02"E L44 107.55' N51*4829"E L10 120.00' S01'12'04"W L45 1472.74' N6373'41"E L l l 259.43' S02.58'02"W L46 66.75' N89'50'22"W L 12 165.35' S1579'41"E L47 747.24' NO076'42"E L 13 316.22' S3O*00'17"E L48 99.71' Soo.30'l1"W L 14 J12.51' S29"3351"E L49 551.22' SO 17926"W L15 410.09' S29 U8'11"E L50 240.91' SO 1'33'01"W L 16 252.44' S29'40'41"E L51 273.52' S01'10'24"W L17 585.85' S29'50'25"E L52 342.27' N89'59'04"W L 18 204.28' S47'3723"E L 53 276.85' SO 1'3839"E L 19 158.94' N890J947"W L54 120.77' S0271'03"W L20 170.20' N3876'30"W L55 25.89' SOOUO'l1"W L21 2056.63' N29'46'06"W L56 1617.91' N01'48'43"E L22 23.83' N607354"E L57 851.04' N75.47'45"E L23 396.05' N01'27'05"W L58 1214.81' N323537"E L24 57.96' S427746'W L59 1140.21' N16'08'17"W L25 1050.35' S32'35'37"W L60 3915.32' S63'09'42"W L26 326.88' S65 79'19"W L61 911.94' N 18'14'48"W L27 189.61' N89'59'04"W L62 1098.69' N89 3947"W L28 326.88' N6579'19"E L63 1777 88' N29'4527"W L29 1050.35' N32.3537"E --L64 961.30' N89'50'22"W L301793.03' N1379'30"W L65 122.44' S427746"W L31 1371.13' N18'31'32"W L66 287-86" N32.3537"E L 32 228.9l'i N 19'46'14"W L67 293.56' S26 3554"E �. L33 5640.09' S63'09'56"W L34 165.15' S34.3223"f a L35 90.30' N1874'48"W ti EU cu N in 0 0 N CD CUR VE TABLE o CURVE LENGTH RADIUS DEL TA CHORD BRNG. CHORD TAN W C1 110.33 661.72 9'33'11" S42'50'48"E 110.20 55.29- C2 851.04 1150.00 4274'03" S53'4738"W 831.75 446.06 z C3 748.30 1310.00 324343" S48.5728"W 738.17 384.67 a C4 39.71 950.00 223'42" S64 V7'28"W 39.71 19.86 C5 213.44 1050.00 11'3848" N5929'55"E 213.07 107.09 C6 691.18 1210.00 32'4343" N48'S728"E 681.82 355.30 C7 975.13 1250.00 44'41'49 S54.56'31"W 950.60 513.90 C8 222.38 2450.00 572'02" N15'55'31"W 222.31 111.27 C9 168.00 1950.00 4'56'10" S60.41'50"W 167.95 84.05 C10 1715.56 1 1050.00 9336'50" S1276'02"W 1531.01 1118.41 C11 1529.61 950.00 92'15'11" N11"35'13"E 1369.66 988.11 CD C12 429.99 1050.00 23'2748" N12.00'36"E 426.99 218.05 Q C13 1291.26 1000.00 73'59'02" N38.48'14"E 1203.41 753.33 i C14 1044.44 1610.00 3770'08" N14'00'32"f 1026.22 541.34 C15 2499.52 1950.00 73'2631" S28'14'41"W 2331.89 11454.60 EXHIBI l P SHEET 2 OF 2 DATE: September 16, 2005 SUBJECT: City Council Meeting — September 22, 2005 ITEM: 14.G.1. Consider a resolution authorizing the Mayor to execute a Consent Agreement with Blake Magee Investments, L.P., for the creation of Paloma Lake Municipal Utility Districts 1 and 2. DeRartment: Planning and Community Development Department Staff Person: Jim Stendebach, Planning and Community Development Director Justification: Blake McGee Investments, L.P. has requested city consent to create two Municipality Utility Districts, Paloma Lake MUD #1 and #2 for approximately 732 acres of land. The land will be served with water and wastewater by the City of Round Rock. A portion of the tract is within the Jonah Water Supply District Service, however, the Jonah Board met on August 30th and released the tract from their area so it can be served by the City. Funding_ Cost: N/A Source of funds: N/A Outside Resources: Blake McGee Background Information: The following are the main provisions of the consent agreement: 1) Developer will dedicate 100 feet of Right of Way, to realign CR 122, from CR 117 to CR 109. This includes a portion of off-site right of way to be acquired by the developer. 2) Developer will dedicate widening for CR 110 and CR 112. 3) Developer will construct 2 lanes, with curb and gutter, of the realigned CR 122 from CR 117 to CR 109. 4) The land uses permitted in the proposed MUD are single family residential, an elementary school and open space. 5) The Concept plan approved by the Planning and Zoning Commission on August 17, 2005 is attached to the Consent Agreement. 6) The commercial sites on the concept plan will not be part of the MUD, but will be annexed into the city. 7) CRs 112, 110 and 112 will be annexed into the City and will not become part of the MUD. 8) Any trail system within the open space will be designed to reflect the City MasterTrail Plan and will be open to the public. 9) The MUDs will maintain and operate street lights and sidewalks. 10) Developer will participate in the McNutt Creek Sewer interceptor project by paying for 25% of Line A to a maximum of$3,000,000. Portions of this will be credited against the wastewater impact fee. 11) Developer will participate in wastewater Lines B-1 and B-2 by paying for its share of the cost. The City will pay the incremental cost to oversize these lines, subject to availability of oversize funds. 12) Developer will participate in wastewater Line C by paying for the cost of the lines required for it's development. The City will pay the incremental cost to oversize these lines, subject to availability of oversize funds. 13) Developer will have 1851 LUEs capacity reserved for his use. 14) Developer will pay his pro-rated share for 1851 LUEs of water capacity, estimate to be $1,926,000 for off site water lines to be constructed. Portions of this will be credited against the wastewater impact fee. 15) The MUD will receive wholesale water and wastewater service from the city. 16) City and the MUD Board will negotiate a fire protection plan. 17) City consents to the creation of the MUDs. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS � 1 ASSIGNMENT OF CONSENT AGREEMENT FOR PALOMA LAKE MUNICIPAL UTILITY DISTRICT NO. 1 AND PALOMA LAKE MUNICIPAL UTILITY DISTRICT NO.2 AND CONSENT TO ASSIGNMENT STATE OF TEXAS § COUNTY OF WILLIAMSON § This Assignment of Consent Agreement for Paloma Lake Municipal Utility District No. 1 and Paloma Lake Municipal Utility District No. 2 and Consent to Assignment (this "Assignment") is entered into effective the 22 day of September, 2005, between Blake Magee Investments, L.P. ("BMI"), a Texas limited partnership, and Paloma Lake Development, Inc. ("PLD"), a Texas corporation. This Assignment is being executed by the City of Round Rock, Texas(the"City") for the sole purpose of evidencing the City's consent to the Assignment. Recitals A. The City and BMI have entered into a "Consent Agreement Between Blake Magee Investment, L.P. and City of Round Rock, Texas For Paloma Lake Municipal Utility District No. 1 and Paloma Lake Municipal Utility District No. 2"dated effective as of September ,21, 2005 (the"Consent Agreement"), concerning the development of approximately 726.21 acres of land located within the extraterritorial jurisdiction of the City(the "Land"). B. Section 10.03(a) of the Consent Agreement provides that the Consent Agreement, and the rights of BMI as the Developer thereunder,may be assigned,with the City's consent,to a subsequent developer of all or a portion of the undeveloped Land, provided that any assignment is in writing, specifically sets forth the assigned rights and obligations and is executed by the assignee. C. PLD has been formed to acquire and undertake the development of the Land, and BMI now desires to assign, and PLD desires to accept the assignment of,the Consent Agreement and all of BMI's rights and obligations as the Developer thereunder. THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Assignment and in the Agreement,.BMI and PLD agree as follows: 1. Assignment. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BMI, acting herein through its undersigned duly authorized General Partner, does hereby grant, convey, and assign the Consent Agreement and all of BMI's rights, duties and obligations thereunder to PLD. The consideration for this conveyance and assignment includes, but is not limited to, PLDs assumption and promise to perform all of BMI's duties and obligations under the Consent Agreement. 222697-2 09/20/2005 R-05-09-A;L-1144-73 2. Acceptance by PLD. PLD hereby(i)accepts the foregoing assignment from BMI, (ii) ratifies, affirms and accepts all benefits inuring to PLD under the Consent Agreement by virtue of this Assignment, and (iii)expressly assumes and agrees to perform all duties and obligations of BMI under the Consent Agreement. Executed in multiple counterparts, each of which will constitute an original, to be effective on the date set forth above. BML• BLAKE MAGEE INVESTMENTS,L.P. By: Blake Magee GP, LLC., a Texas limited liability company, its General Partner By: Blake . M ee, President Date: Ll b� STATE OF TEXAS § COUNTY OF"TraVi5 § This instrument was acknowledged before me this j }day of oer , 2005, by Blake J. Magee, President of Blake Magee GP, LLC., a Texas limit liability company, general partner of Blake Magee Investments, L.P., a T 'mited nership, behalf of the corporation and the partnership. yNO-09ft NotaryPubl' - S ate o T xas *."•'°d•' MIKAELA STAREK �je; M - sam Notary Pwblic,State of Texas My commission Expkes My Commission Expires: August 12,2009 2 222697-2 09/20/2005 t PLD: PALOMA LAKE DEVELOPMENT,INC., a Texas corporation By: r Blake Magee, re dent Date: �'►� 0S STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this 5�day of 2005 by Blake J. Magee, President of Paloma Lake Develop t, Inc., a Texas corporation, on behalf of corporation. (ii a�N��Ny�i Notary Publi - Stat e of Te as P�•;� MIKAELA STAREK Name: G c Notary Public,State of Texas M Commission Expires: My commission Expires Y p oZ OX)e>R August 12,2009 3 222697-2 09/20/2005 a CONSENT OF CITY The City hereby consents to the foregoing Assignment by BMI, and agrees to look solely to PLD for the performance of all obligations of the "Developer" under the Consent Agreement. The City confirms that the Assignment satisfies the requirements of Section 10.03(a) of the Consent Agreement. The City agrees that any notices required or given under the Consent Agreement will be given to PLD, at the address of BMI which is set forth in the Consent Agreement. CITY: CITY OF ROUND ROCK By: Nuse, City Manager Date. q-01a -05 STATE OF TEXAS § COUNTY OF WILLIAMSON § PThis instrument was acknowledged before me thisg day of okf7j jq� 2005, by Jim Nuse, City Manager of the City of Round Rock, Texas, anTe home-rule municipality, on behalf of the municipality. `�OtPPY PVe�/�, SHERRI MONROE Notary P blic- State of Texas Notary Public,State of Texas Name: Q� 8 n np My Commission Expires My Commission Expires: MAY 7,2007 4 222697-2 09/20/2005 f CONSENT AGREEMENT BETWEEN CITY OF ROUND ROCK,TEXAS AND BLAKE MAGEE INVESTMENTS,L.P. FOR PALOMA LAKE MUNICIPAI: UTILITY DISTRICT NO. 1 AND PALOMA LAKE MUNICIPAL UTILITY DISTRICT NO.2 91233 193728-19 09/15/2005 R-o5-o9-aa-N 93 s CONSENT AGREEMENT THE STATE OF TEXAS § COUNTY OF WILLIAMSON § This Consent Agreement ("Agreement")is between the City of Round Rock,Texas (the "City"), a home-rule city located in Williamson County, Texas and Blake Magee Investments, .L.P., a.Texas limited partnership (the"Developer"). INTRODUCTION The Developer owns or has an option to purchase approximately 726.21 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 (the"Concept Plan"). The Developer intends to develop the Land as "Paloma Lake," a master-planned, residential community.that will include park and recreational facilities to serve the community. Because the Land constitutes a significant development area that will be developed in phases under a master development plan, the Developer and the City wish to enter into this Agreement, which will provide.an alternative to the City's typical regulatory process for development, encourage. innovative- and.comprehensive master-planning of the Land, provide certainty of regulatory requirements throughout the term of this Agreement and result in a high-quality development for the benefit of the present and future residents of the City and the Land. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including the agreements set forth below,the parties contract as follows. ARTICLE I DEFINITIONS Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement or.in the.City's ordinances, the following terms and phrases used in this Agreement will have the meanings set out below: Agreement: This Consent Agreement between the City and the Developer. City: The City of Round Rock, Texas, a home-rule city located in Williamson County, Texas. City Manager: The City Manager of the City. Commission: The Texas Commission on Environmental Quality or its successor agency. Concept Plan: The Concept Plan for the Land attached as Exhibit B, as amended from time to time in accordance with this Agreement. 2 91233 193728-19 09/15/2005 County: Williamson County,Texas. Developer: Blake Magee Investments, L.P., a Texas limited partnership, or its successors and assigns under this Agreement. Districts: Paloma Lake Municipal Utility District No. 1 and. Paloma Lake Municipal Utility District No. 2, the political subdivisions of the State of Texas to be created over the Land, with the consent of the City, as provided in this Agreement. As used in this Agreement, "District"means either of the Districts. Double J.: Double J Investments, L.P., the owner of the tract or tracts of land adjacent to the Land,which are also intended to receive service through the McNutt Interceptor. 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 726.21 acres of land located in the. City's extraterritorial jurisdiction, as described by metes and bounds on Exhibit A. Line A: The segment of the McNutt Interceptor located between the Treatment Plant and McNutt Creek, as indicated on Exhibit C. Line B.: The segments of the McNutt Interceptor located between the terminus of Line A and,the southern boundary of the Land, as indicated on Exhibit C. Line C.: The segments of the McNutt Interceptor located between the terminus of Line B adjacent to the southern boundary of the Land and County Road 112, as indicated on Exhibit C. McNutt Interceptor: The City wastewater interceptor project, as generally depicted on Exhibit C, which will transport wastewater generated by customers located within the McNutt drainage basin, as defined by the City,to the Treatment Plant. Treatment Plant: The Brushy Creek East regional wastewater treatment plant. ARTICLE II MCNUTT INTERCEPTOR PROJECT Section 2.01 McNutt Interceptor Proiect. The City proposes to construct Line A of the McNutt Interceptor Project according to the construction schedule attached as Exhibit D. The preliminary budget for Line A is attached as Exhibit E. The City desires that the Developer participate in the cost of construction of Line A and the Developer is willing to do so on the terms set forth in this Article. Section 2.02 Line A Participation. The Developer will cost participate with the City to finance Line A of the McNutt Interceptor as follows: (a). Line A Capacity Payment. The Developer will pay the City the sum of $2,850,000 which will be applied by the City to .pay a portion of the costs of Line A (the 3 193728-19 09/15/2005 "Capacity Payment"). The Capacity Payment will be paid as provided in Subsections (b) and (h). In consideration of the Capacity Payment, 2,000 living unit equivalents ("LUEs") of wastewater capacity in Line A will be reserved for and allocated to the Developer, on behalf of the Districts, as provided in this Agreement. (ti). . Line A Plans. Line A will be designed by Karen Friese and Associates (the"Line A Engineer"). Upon completion of the preliminary plans and specifications for Line A (the "Line A Plans"), the Line A Engineer will submit a set of the Line A Plans to the City and a set to the Developer for review and approval. The Developer agrees to review the Line A Plans and either approve them or provide written comments specifically identifying any required changes within 10 days of receipt. If the Developer fails to either approve the Line A Plans or provide written comments within this 10-day period, the Line A Plans will be deemed approved. No changes which would adversely affect the capacity to be allocated to and reserved for the Developer, on behalf of the Districts, as provided in this Agreement or the cost of such reserved capacity may be made to the Line A Plans unless the changes are submitted'to the Developer, which .will have the same review and approval rights as provided above. The Developer's approval of the Line A Plans will not be unreasonably withheld. The Developer will reimburse the City for 25% of the cost of the Line A Plans within 30 days of the City's written request, accompanied by a copy of the City's contract with the Line A Engineer. The City may make such request for reimbursement from the Developer for one-half of such cost when the plans are 50% complete and for the remainder of the cost when the plans are complete. The amounts paid by the Developer under this subsection will be applied against and will reduce the remaining sum due for the Capacity Payment. (c). Construction Schedule. The City will proceed with the design of, easement acquisition for, and,construction of Line A in accordance with the construction schedule attached as Exhibit W. subject, however, to extensions of time due to force majeure. The City acknowledges that the Developer is relying on service being available to the Districts in accordance with such construction schedule, and agrees that wastewater service will be made available on or before the date specified in Exhibit D. (d). Biddinp, and Contract Award. The contract for construction of Line A will be advertised for-bid by the City in accordance with all applicable legal requirements, including Chapter 252, Texas Local Government Code, and awarded by the City to the lowest responsible bidder. (e). Payment Bond. At such time as the City awards a contract for the construction of Line. A, the City will give written notice to the Developer, accompanied by a copy of the accepted.bid, and the Developer will obtain and deliver to the City, within 30'days, a payment bond or letter of credit in the amount of the Capacity Payment, less any payments previously made by the Developer under subsection (b) (the "Fiscal Security"), to secure the Developer's obligation to pay the unpaid portion of the Capacity Payment to the City as provided in this Agreement. (f): Construction. Line A will be constructed in a good and workmanlike manner, and all material used in such construction will be substantially free from defects and fit for its 4 193728-19 09/15/2005 intended purpose. The Developer or the Districts may, at their own expense, inspect the construction. (g). Status Reports. The Line A Engineer will provide the Developer and the City with monthly construction status reports. (h). Pro egr ss Payments by the Developer. The Developer agrees to fund the unpaid portion of the Capacity Payment to the City as follows: Upon contract award: 25% Upon 25%completion: 25% Upon 75% completion: 25% Upon substantial completion 25% Upon acceptance of Line A by the City: Any remaining amount still due the City The City will deliver written notice to the Developer of each payment due, which will be accompanied by a copy of the related pay request and the Line A Engineer's approval of the related percentage of the work. The Developer will fund the payment within 30 days after receipt of the related request and supporting documentation, and will be entitled, upon such payment, to reduce the amount of the Fiscal Security so that the, Fiscal Security at all times corresponds with the total remaining amount of the Capacity Payment due to the City under this Agreement. Promptly following completion of construction, and the Developer's final payment to the City,the City will return the Fiscal Security to the Developer. If the Developer fails to pay any sum due to the City as set out herein, the City may require payment under and in accordance with the Fiscal Security. (i). Guarantee and Reservation of Capacity. Upon completion of Line A and payment of the Capacity Payment to the City as required under this Agreement, 2,000 LUEs of capacity in Line A will be irrevocably and permanently reserved for and committed to the Developer, on behalf of the Districts. The Developer may, at any time, transfer such capacity to the Districts by written notice to the City. The Developer shall not transfer such capacity to any other entity or person without the prior written consent of the City, which consent will not be unreasonably withheld. Section 2.03 Line B. In order to serve the Districts only, Line B, which will be constructed in two phases as Line B-1 and Line B-2, would be required to be constructed as an 1.8-inch line. The City has requested that Line B-1 be oversized as a 42-inch line and that Line B-2 be oversized as a 24-inch line in order to provide additional capacity for future development. The City and the Developer agree to cooperate in connection with the construction of Line B, as provided in this Section. (a). Line B Plans. The Developer will cause Line B to be designed by Randall Jones Engineering,-Inc. (the "Line B Engineer"). Upon completion of the preliminary plans and specifications for the Line B, or a segment of Line B if Line B is designed in phases (the"Line B 5 193728-19 09/15/2005 Plans'), the Line B Engineer will submit a set of the Line B Plans to the City and a set to the Developer for review and approval. The City agrees to review the Line B Plans and either approve them or provide written comments specifically identifying any required changes within 14 days of receipt. The City's approval of the Line B Plans will not be unreasonably withheld. The City will reimburse the Developer for the City's cost share, as described in Subsection (e), below, of (a) engineering fees for the Line B Plans equal to twelve and one-half percent (12 1/2%) of the construction cost of Line B, and (b) the costs of inspection, testing, permits and environmental studies for Line B within 30 . days of the Developer's written request, accompanied by.a copy of the Developer's contract with the Line B Engineer, documentation confirming the Developer's payment of the Line B Engineer for the Line B Plans and documentation confirming the Developer's payment for the costs of inspection, testing, permits and environmental studies.. (b). Easements. The City agrees to acquire the easement across the Double J property that is required for Line B and to make this easement available to the Developer or the Districts for the construction of Line B in accordance with the Construction Schedule attached as Exhibit F. The Developer will use reasonable efforts to obtain any other required easements for Line B through negotiation. If the Developer is unable to obtain any required easements through negotiation, then, upon the Developer's request, the City agrees to acquire such easements using its.power of eminent domain and to use good faith efforts to obtain possession of such easements within 180-lays of the request. If the City utilizes its power of eminent domain to acquire any easements required for Line B, the Developer will.reimburse the City for its prorata share of the reasonable costs incurred and the amounts awarded as compensation to the landowners in the proceedings. (c). - Construction Schedule. The Developer will proceed with the.design of, easement acquisition for, and construction of Line B in accordance with the construction schedule attached as Exhibit F, subject,however,to extensions of time due to force majeure. (d). Bidding and Contract Award. The contract for construction of Line B will be advertised for bid by the Developer, on behalf of the Districts, in accordance with all applicable legal requirements, including Chapter 49, Texas Water Code. Line B will be bid.both at the size required by the Developer to serve the Districts only and at the size-required by the City. The contract will be awarded by the Developer, on behalf of the Districts,.tothe lowest responsible bidder. (e). City's Cost Share. The City'.s share of the costs of Line B will be the difference between the cost of Line B if built at the size proposed by the Developer to serve the Districts only and the cost of Line B built at the sizes required by the City,based on the low bid amounts. (f). Construction. Line B will be constructed in a good and workmanlike manner, and all material used in.such construction will be substantially free from defects and fit for its intended purpose. The City will inspect the construction, and the Developer will pay the City a portion of the costs of such inspections, based on the percentage of construction costs for Line B being borne by Developer as determined under Subsection(e). 6 193728-19 09/15/2005 (g). Status Reports. The Line B Engineer will provide the Developer and the City with monthly construction status reports. (h). Pro,gLess Payments by City. The City agrees to pay its share of the costs of Line B, based on the incremental cost determined.under'Subsection (e), above, which payment will constitute a "contractual obligation" under Section 8.503(i) of the Round Rock City Code, as follows: Upon contract award: 25% Upon 25%completion: 25% Upon 75% completion: 25% Upon substantial completion 25% Upon acceptance of Line B by the City: Any remaining amount still due the Developer (i). Guarantee and Reservation of Capacity. Upon completion of Line B, it will be transferred and conveyed to the City. The conveyance will be subject to the irrevocable and permanent reservation of 2,000 LUES of capacity in Line B to the Developer, on behalf of the Districts, and the Developer's right to reimbursement from the Districts as permitted by the rules of the Commission, and the City will accept Line B for ownership, operation and maintenance subject to such reservation. The Developer may, at any time, transfer its reserved capacity in Line B to the Districts.by written notice to the City. The Developer will not transfer such capacity to any other entity or person without the express written consent of the City, which will not be unreasonably withheld. Section 2.04. Line C. Service to the Districts from the McNutt Interceptor will require the construction of Line C which.will connect toLine B and will be constructed in six phases, as Line C-1, Line C-2, Line C-3, Line C-4; Line.0-5.and Line C-8, as shown on Exhibit C. In order to serve the Districts only, Line C-1 would be required to be constructed as a 12-inch line, Line G2, Line C-3 and Line C-4 would be required to be constructed as 8-inch lines and Line C- 5 and Line C-8 would be required to be constructed as 12-inch lines. The City has-requested that Line C-1 be.oversized as a 36-inch line, Line C-2 and Line C-3 be oversized as 24-inch lines, Line C-4 be oversized as a 12-inch line, and Line C-5 and Line C-8 be oversized as 18-inch lines in .order to provide additional capacity for future.development. The City and the Developer agreeto cooperate in connection with the construction of Line C, as provided in this Section. (a). Line C Plans; Oversizing. Line C will be designed by Randall Jones Engineering, Inc. he "Line.C Engineer"). Upon completion of the preliminary plans and specifications for Line C, or a segment of Line C if Line C is designed in phases (the"Line C Plans"), the Line C Engineer will submit a set of the Line C Plans to the City and a set to the Developer for review and approval. The City agrees.to review the Line C Plans and either approve them or provide written comments specifically identifying any required changes within fourteen (14) days of receipt. The City's approval of the Line C Plans will not be unreasonably withheld. The City 7 193728-19 09/15/2005 will reimburse the Developer for the City's cost share, as described in Subsection (c), below, of (a) engineering fees for the Line C Plans equal to twelve and one-half percent (12 1/2%) of the construction cost of Line C, and (b) the costs of inspection, testing, permits and environmental studies for Line C within 30 days of the Developer's written request, accompanied by a copy of the Developer's contract with the Line C Engineer, documentation confirming the Developer's payment of the Line C Engineer for the Line C Plans and documentation confirming the Developer's payment for the costs of inspection,testing,permits and environmental studies.. (b). Bidding and Contract Award. The contract for construction of each phase of Line C will be advertised for bid by the Developer, on behalf of the Districts, in accordance with all applicable legal requirements, including Chapter 49, Texas Water Code. Each phase of Line C will be bid both at the size originally proposed by the Developer and at the size required by the City. The contract or contracts for Line C will be awarded by the Developer, on behalf of the Districts,to the lowest responsible bidder. (c). City Cost Share. The City's share of the costs of each phase of Line C will be the difference between the cost of that phase if built at the size required to serve the Districts only and the cost of the.phase built at the size required by the City,based on the low bid amounts. (d). Construction. Each phase of Line C will be constructed in a good and workmanlike manner, and all material used in such construction will be substantially free from defects and fit for its intended purpose. The. City will inspect the •construction, .and the Developer will paythe City a portion of the costs.of such inspections,based on the percentage of construction costs for that phase of Line C being borne by Developer as determined under Subsection(c). (e). Status Reports. The Line C Engineer will provide the Developer and the City with monthly construction status reports. (f). Progress Payments by City. The City agrees to pay a share of the cost of each phase of Line C, based on the incremental cost determined under Subsection .(c), above, in accordance with Section 8.503(4) of the Round Rock City Code regarding reimbursement for oversized mains. If.there are insufficient funds in the City's oversize account to make any payments due under this Section, the Developer will be entitled to a credit against any water and wastewater oversize fees otherwise due under Section 8.503 of the City Code and against any impact fees otherwise due to the City. (i). Guarantee and Reservation of Capacity. Upon completion of each phase of Line C and payment.by the City of its cost share as provided above, that phase of Line C will be transferred and conveyed to the City subject to the irrevocable and permanent reservation of 2,000 LUES-of capacity to the Developer on behalf of the Districts. The conveyance will also be subject to the Developer's right to reimbursement from the Districts as permitted by the rules of the Commission. The City will accept each phase of Line C for ownership, operation and maintenance, subject to the reservations described above. The Developer may, at any time, transfer its reserved capacity in a phase of Line C to the Districts by written notice to the City. Developer shall not transfer such capacity to any other entity or person without the express written consent of the City, which will not be unreasonably withheld. 8 193728-19 09/15/2005 Section 2.05 . Credits Against Impact Fees. The City acknowledges that certain costs of the McNutt Interceptor are or will be included in the City's wastewater community impact fee calculation and will be collected at the time the City's wastewater community impact fees are paid for future development. It would not be equitable for the Developer to both cost participate in the facilities described in this Article and pay. a full wastewater community impact fee. Therefore, in consideration of the Developer's construction and cost participation in the McNutt Interceptor as described in this Agreement, the Developer will receive a credit against the City's wastewater impact fees for any costs of Line B and Line C that are included in the impact fee at the time of payment. ARTICLE III WATER SYSTEM IMPROVEMENTS Section 3.01 Off-Site Water Facilities. The City agrees to construct a 36-inch water transmission main from the City's existing 36-inch line in FM 1460 along the south side of County Road 112 to the intersection of County Road 112 and County Road 117 and from County Road 117 to Kiphen Road; a 24-inch water line from the intersection of County.Road 117 and County Road 112 to County Road 110; a 24-inch water line from theintersection of County Road 112 and County Road 110 to the intersection of County Road 110 and County Road 122, and a 16-inch water line along County Road 122 along the boundary of the Land, all as depicted on.Exhibit H (collectively, the "Off-Site Water Facilities"). The City will proceed with the design of, easement acquisition for, and construction of these water lines in accordance with the construction schedule attached as Exhibit L Section 3.02 Water Capacity Payment. The Developer will pay the City a sum calculated as set forth on Exhibit J (the "Water Capacity Payment") for 2,000 living unit equivalents ("LUEs") of water capacity in the Off-Site Water Facilities, which capacity will be reserved for and allocated to the Districts, as provided in this Agreement. The Developer will receive a credit against the Water Capacity Payment as described in Section 3.10 of this Agreement. Section 3.03 Water Main Plans. The City will cause the Off-Site'Water Facilities to be designed by an engineer to be selected by the. City (the "Water Line Engineer"). Upon completion of the preliminary plans and specifications for the Off-Site Water Facilities (the "Water Line Plans"), the Water Line Engineer will submit a set of the Water Line Plans to the City and a set to the Developer for review and approval. The Developer agrees to review the Water Line Plans and either approve them or provide written comments specifically identifying any required changes within 10 days of receipt. If the Developer fails to either approve the Water Line Plans or provide written comments within this 10-day period,the Water-Line Plans will be deemed approved. No changes which would adversely affect the capacity to be allocated to and reserved for the Developer, on behalf of the Districts, as provided"in this Agreement or the cost of such reserved capacity may be made to the Water Line Plans unless the changes are submitted to the Developer, which will have the same review and approval rights as provided above. The Developer's approval of the Water Line Plans will not be unreasonably withheld. Section 3.04 Biddine and Contract Award. The contract for construction of the Off- Site Water Facilities will be advertised for bid by the City in accordance with all applicable legal 9 193728-19 09/15/2005 requirements, including Chapter 252, Local Government Code, and awarded by the City to the lowest responsible bidder. Section 3.05 Payment Bond. At such time as the City awards a contract for the construction of each of the Off-Site Water Facilities, the City will give written notice to the Developer, accompanied by a copy of the accepted bid, and the Developer will obtain and deliver to the City a payment bond or letter of credit in the amount of the Water Capacity Payment less the applicable credit under Section 3.10 (the "Water Fiscal Security") to secure the Developer's obligation to pay the unpaid portion of the Water Capacity Payment (less any credit under Section 3.10)to the City as provided in this Agreement. Section 3.06 Construction. The Off-Site Water Facilities will be constructed in a good and workmanlike manner, and all material used in such construction will be substantially free from defects and fit for its intended purpose. The Developer or the Districts may, at their own expense, inspect the construction. Section 3.07 Status Reports. The Water Line Engineer will provide the Developer and the.City with monthly construction status reports. Section 3.08 Progress Payments by the Develoaer. The Developer agrees to fund the unpaid portion of the Water Capacity Payment(less any credit under Section 3.10) to the City as follows: Upon contract award: 256/o Upon 25% completion: 25% Upon 75% completion: 25% Upon substantial completion: 25% Upon acceptance of Off-Site Water Facilities by the City: Any amount still due the City The City will deliver written notice to .the Developer of each payment due, which will be accompanied by a copy of the related pay request and the Water Line Engineer's approval of the related percentage of the work. The Developer will fund the payment within 30 days after receipt of the related request and supporting documentation, and will be' entitled, upon such payment, to reduce the amount of the Water Fiscal Security so that the Water Fiscal Security at all times corresponds with the total remaining amount of the Water Capacity Payment due to the City under this Agreement. Promptly following completion of construction, and the Developer's final payment to the City, the City will return the Water Fiscal Security to the Developer. If the Developer fails to pay any sum due to the City as set out herein, the City may require payment under and in accordance with the Water Fiscal Security. Section 3.09 Guarantee and Reservation of Cayacity. Upon completion of the Off- Site Water Facilities and payment of the Water Capacity Payment to the City as required by this Agreement, 2,000 LUEs of capacity in Off-Site Water Facilities will be irrevocably and permanently reserved for and committed to the Developer, on behalf of the Districts. The 10 193728-19 09/15/2005 Developer may, at any time, transfer such capacity to the Districts by written notice to the City. Developer shall not transfer such capacity to any other entity or person without the express written consent of the City, which will not be unreasonably withheld. Section 3.10 Credits Against Water Capacity Payment. The City acknowledges that certain costs of the Off-Site Water Facilities are or will be included in•the City's water community impact fee calculation and will be collected at the time the City's water community impact fees are paid for future development.. It would not be equitable for the Developer to both cost.participate in the Off-Site Water Facilities and pay a full water community impact fee. Therefore, in.consideration.of the Developer's construction and cost participation in the Off-Site Water Facilities, the Developer will receive a credit against the Water Capacity Payment calculated as set forth on Exhibit K. ARTICLE IV ROADWAY IMPROVEMENTS Section 4.01 County Road 122 Improvements. In lieu of any . annexation, infrastructure or other per-acre fees which would otherwise be collected by the City based on the development of the Land, the Developer agrees to construct one 24-foot wide segment of pavement with curb and gutter from the intersection of County Road 122 with County Road 117 to County Road 110, as depicted and described on the attached Exhibit L. The Developer will dedicate 100-feet of right-of-way for this roadway within the boundaries of the Land and will use good faith efforts to obtain any right-of-way .or related easements required for these improvements outside of the boundaries of the Land by negotiation. If the Developer is unable to obtain any required right-of-way or easements outside of the boundaries of the Land, the City agrees to acquire such right-of-way and easements upon the Developer's request, using its powers of condemnation, if necessary; however, all reasonable and necessary costs incurred by the City in connection with such right-of-way and easement acquisition will be reimbursed to the City by the Developer. Section 4.02 Right-of-Way Dedications. The Developer will dedicate, at no cost to the.City, one-half of the right-of-way required for any roads shown on the Concept Plan which bound the Land and 100% of the right-of-way for the portion of any arterials shown on the Concept Plan which bisect the Land. The parties acknowledge that the final location of certain of such roadways may be subject to minor changes based on the final right-of-way alignment. Section 4.03 County Road 117. The City acknowledges that the Developer,may desire to have those portions of County Road 117 adjacent to the southern and,western boundaries of the Land abandoned by the County, and to replace such abandoned portions of County Road 117 with internal streets as shown on the Concept Plan. The City agrees to support any related applications for such abandonment or vacation provided that the Developer grants the City any utility easements reasonably required for City utility facilities located or proposed to be located in the right-of-way. The parties acknowledge that the Concept Plan has been prepared based on the assumption that portions of County Road 117 will be abandoned as shown on the plan. If, however, those portions of County Road 117 are not abandoned, then the Developer will dedicate sufficient right-of-way out of the Property adjacent to the existing roadway to increase the total right-of-way to 60 feet. If County Road 117 is abandoned and conveyed to the 11 193728-19 09/15/2005 Developer, then the Developer agrees to dedicate a 20-foot waterline easement to the City within the portion of the right-of-way conveyed to it, as depicted on Exhibit M. If part of County Road 117 is abandoned, the City agrees that the Developer will not be required to construct subdivision walls and sidewalks along any portion of County Road 117 that remain open. If, however, no part of County Road 117 is abandoned, then a subdivision wall and sidewalk along Country Road 117 will be required. ARTICLE V CONCEPT PLAN Section 5.01 .Phased Development. The Developer intends to. develop the Land in phases. Portions of the Land not under active development may remain in. use as income- producing agricultural lands or as open space land. Section 5.02. Concept Plan; Exceptions. The City hereby confirms (i) its approval of the Concept Plan, and (ii) that the Concept Plan complies with the City's General Plan, as amended. The City approves the land uses, densities, exceptions, roadway alignments and widths, access and other matters shown on the Concept Plan, and confirms that the.Concept Plan has been approved by all required City departments,boards and commissions.: Section 5.03 Development Review and Approval. It is the parties mutual intention that the City will have the sole responsibility for review and approval of all construction plans, development plans, preliminary plans, and subdivision plats within the Land. If an amendment to the City's interlocal agreement with Williamson County is required to assure that no County review of such plans is required and that no related County fees are assessed, the City agrees to promptly request and use good faith efforts to obtain such an amendment. Section 5.04 Term of Approvals. Except as provided below, the Concept Plan will be effective for the term of this Agreement. Any preliminary subdivision plan 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. The Concept Plan will be deemed to have expired if no final plat of the Land is recorded for a period five years. Section 5.05 Amendments. Due to the fact that the Land comprises a significant land area and.its development will occur in phases over a number of years,.modifications to the Concept Plan may become desirable due to changes in market conditions or other factors. Variations of a preliminary plat or final plat from the Concept Plan that do not increase the overall density of development of the Land will not require an amendment to the Concept Plan. Minor changes to the Concept Plan, including minor modifications of street alignments, minor changes in lot lines, the designation of land for public or governmental uses; changes in.lot sizes that do not result in an increase in the overall.density of development.of the Land (including any increase in lot sizes resulting in a decrease in the total number of lots) or any change to a public use, including, but not limited to school use, will not require an amendment to the Concept Plan or,City approval. Major changes to the Concept Plan must be consistent with the terms of this Agreement and will be subject to review and approval by the City, which will not be unreasonably withheld. 12 193728-19 09/15/2005 ARTICLE VI CREATION OF DISTRICT Section 6.01 Consent to Creation of Districts. The City acknowledges receipt of the Developer's request, in accordance with Section 54.016, Texas Water Code, and Section 42.042, Texas Local Government Code, for creation of the Districts over the Land. On the Effective Date of this Agreement, the City has approved the resolution attached as Exhibit N, consenting to the inclusion of the Land within the proposed Districts. Section 6.02 Wholesale Water and Wastewater Service to Districts. The City agrees to enter into a wholesale water and wastewater utility services agreement.with each of the Districts on the terms set forth on Exhibit O. 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 O. The Districts will provide retail water and wastewater services within their respective boundaries. Section 6.03 Street Lighting. The Developer, or an electric utility,will construct all required street lighting within the boundaries of the Districts, and the Districts will be required to operate and maintain the street lighting within their respective boundaries. Section 6.04 Annexation. (a) The City agrees that it will not annex a District until: (i) water, wastewater and drainage facilities have been completed to serve.at least 90% of the developable acreage within the District; and (ii) (a)the Developer has been reimbursed by the District for the water, wastewater and drainage facilities in accordance with the rules of the Commission (or its successor agency) or (b)the City has expressly assumed the obligation to reimburse the Developer under those rules. The City agrees that a request for annexation will not be required with the filing of any final plat of property within a District. (b) Contemporaneously with the annexation of the land within a 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 VII DEVELOPMENT MATTERS Section 7.01 Generally. The Developer will have the right to select the providers. of CATV, gas, electric, telephone, telecommunications and all other utilities and services, including solid waste collection and recycling services, or to provide "bundled" utilities within the Land. Section-7.02 Drainage. The City agrees that the Land will be eligible to participate in the City's regional detention facilities, rather than providing on-site detention,on the same basis as other development within the City's extraterritorial jurisdiction. Subject to the City's review and approval of the Developer's drainage plan, the availability of capacity, and the payment of 13 193728-19 09/15/2005 all applicable City fees, the City agrees to provide written confirmation of its commitment of detention capacity or services for the Land. Alternatively, subject to standard City review and approval processes and compliance with applicable City ordinances, on-site detention for areas within the Land that drain into the existing water control and improvement district lake located on the Land may be provided through the lake. The Developer, or its successors or assigns, will maintain all stormwater drainage facilities within the Land that are not accepted by a District for operation and maintenance or included in the lake, including all drainage easements. The City will not require the installation of any drainage improvements which do not qualify for construction under the existing nationwide Section 404 Permit issued by the Corps of Engineers. Section 7.03 Fire Protection Services. The Developer agrees to negotiate a fire plan with the City, for presentation to the Districts, under which each District would receive fire protection and emergency service from the City and that District would compensate the City for such services as authorized by Section 49.351, Texas Water Code. The City acknowledges that any fire protection plan must be approved by the Commission and the voters within the District, and approval will be subject to confirmation that the Land is not included within the service area of an existing emergency services district. Section 7.04 Annexation of Certain Land into City Corporate Limits. The City desires to expand its corporate limits and its.extraterritorial jurisdiction in order to provide for the City's orderly expansion and extension of facilities. Under applicable provisions of the Texas Local Government Code, a municipality may generally not annex a tract of land that is less than 1,000 feet in width. Accordingly, the Developer agrees that, prior to the creation of the Districts by'the Commission, the City may annex .1,000 foot strips out of the Land along and including the right-of-way for County Road 122, Arterial A, County Road 112, and County Road 110, as depicted on Exhibit P ("Annexation Tracts"). The Developer agrees to prepare, at its cost, and provide field notes for the Annexation Tracts to the City within 30 days of the date of the date of this Agreement. The City agrees to bear all other costs of such annexations and to complete the annexations within four months of the date of this Agreement. The Developer agrees to execute any necessary requests for or consents to such annexations if requested to do so by the City. The City acknowledges that the annexations must be completed prior to the creation of the Districts by the Commission. Section 7.06.• Exclusion of Certain Portions of the Annexation Tracts. The City agrees that, within 30 days after the Commission's issuance of orders creating the Districts, the City will initiate proceedings to exclude all portions of the Annexation Tracts which are located within the Districts and outside of the County road rights of way for County Road 122, Arterial A, County Road 112, and County Road 110. The City will bear all costs of such exclusions and will complete such exclusions within fourmonthsof the date of the Commission orders creating the Districts. Section 7.07 No Other Oversizing Required. No further oversizing of facilities to serve the Land is anticipated by the City at this time. If, in the future,the City determines that it would be in its best interest to oversize additional facilities which are to be constructed by the Developer, then the City may request that such facilities be oversized and, provided that the oversizing does not result in a delay in construction and the City pays all costs resulting from its 14 193728-19 09/15/2005 request for oversizing, the Developer agrees to cooperate with the City to accommodate such request. Except as provided in this Agreement, no other oversizing of or cost participation in upsizing of facilities will be required of the Developer or the Districts, unless such additional oversizing is required due to a change in the Developer's utility requirements or an increase in the density of development of the Land above that projected in the Concept Plan. ARTICLE VIII PARK AND RECREATIONAL AMENITIES .Section 8.01 Parkland. The Developer agrees that the park and open space land shown on the Concept Plan will be dedicated to the Districts, or another governmental agency for parks, open space, mitigation or other public purposes. The City agrees that the Developer will receive a 100% credit for such dedication against the City's parkland dedication requirements and that no additional parkland.dedication or park fees will be required. Any trails within this park and open space land will be constructed in accordance with the City's standards and will be open to the public. Section.8.02 Improvements. Any playground equipment constructed by the Developer will meet consumer product safety standards. ARTICLE XI AUTHORITY AND VESTING OF RIGHTS Section 9.01 Authority. This Agreement is entered into, in part, under the statutory authority of Section 402.014, Texas Local Government Code, and Section 212.172, Texas Local Government Code. Section 212.172, Texas Local Government Code, authorizes the City to make written contracts with the owners of land establishing lawful terms and considerations that the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities. The parties intend that this Agreement guarantee the continuation of the extraterritorial status of portions of the Land as provided in this Agreement; authorize certain land uses and development on the Land;•provide for the uniform review and approval of plats and development plans for the Land; provide exceptions to certain ordinances; and provide other terms and consideration, including the continuation of land uses and zoning after annexation of the Land. Section 9.02 Vesting of Rights. The Concept Plan submitted by the Developer on June 15, 2004, constituted an application by the Developer for the subdivision and development of the Land, and initiated the subdivision and development permit process for the Land. The City acknowledges that the Developer has the vested right to develop the Land in accordance with this Agreement , subject to any limitations contained in Chapter 245, Texas Local Government Code. ARTICLE X TERM,ASSIGNMENT AND REMEDIES Section 10.01 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 the Developer. Upon the expiration of 15 193728-19 09/15/2005 15 years, this. Agreement may be extended, at the Developer's request, with City Council approval, for up to two successive 15-year periods. Section 10.02 Termination and Amendment by Agreement. This Agreement may be terminated or amended as to all of the Land at any time by mutual written consent of the City and the Developer and, following creation of the Districts, the Districts and may be terminated or amended only.as to a portion of the Land by the mutual written consent of the City and the owners of the portion of the Land affected by the amendment or termination and, following creation of the Districts,the District containing such portion of the Land. Section 10.03 Assignment. a. This Agreement, and the rights of the Developer hereunder, may be assigned by the Developer,�with the City's consent, to a subsequent developer of all or a portion of the undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights and obligations and be executed by the proposed.assignee. The City's consent to any proposed assignment will not be unreasonably withheld or delayed. b. If the Developer assigns its rights and obligations hereunder as to a portion of the Land, then the rights and obligations of any assignee and the Developer will be severable, and the Developer will not be liable for the nonperformance of the assignee and vice versa. In the case of nonperformance by one developer, .the City may pursue all remedies against that nonperforming developer, but will not impede• development activities of any performing developer as a result of that nonperformance. C. This Agreement is not intended to be binding upon, or create any encumbrance to title as to,'any ultimate consumer who purchases a fully developed and improved lot within the Land. Section 10.04 Remedies. a. If the City defaults under this Agreement, the Developer may enforce this Agreement by seeking damages and/or a writ of mandamus from a Williamson County District Court, or may give notice setting forth the event of default ("Notice") to the City. If the City fails-to cure any default that can be cured by the payment of Money("Monetary Default")within 45 days from the date the City receives the Notice;'or fails to commence the cure of any default specified in.the.Notice that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently pursue such cure to completion, the Developer may terminate this Agreement as to all of the Land owned by the. Developer, or as to the portion of the Land affected by_the default; however, any such remedy will not revoke the City's consent to the creation of the Districts. b. . If the Developer defaults under this Agreement, the City may enforce this Agreement by seeking damages and/or injunctive relief from a Williamson County District Court, or the.City may give Notice to Developer., If the Developer fails to cure any Monetary Default within 45 days from the date it receives the Notice, or fails to commence the cure of any default specified in the Notice that is not a Monetary Default within 45 days of the date of the 16 193728-19 09/15/2005 Notice, and thereafter to diligently pursue such cure to completion, the City may terminate this Agreement; however, any such remedy will not revoke the City's consent to the creation of the Districts. 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 10.05 Cooperation. a. The City and the Developer each agree to execute such further documents or instruments as maybe necessary to evidence their agreements hereunder.. b. The City agrees to cooperate with the Developer in connection with any waivers or approvals the Developer may desire from Williamson County in order to avoid the duplication of facilities or services in connection with the development of the Land. c. .In the event of any third party lawsuit or other claim relating to the validity of this Agreement or any actions taken hereunder, the Developer and the City agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution in their respective rights and obligations under this Agreement. ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 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 confirmed facsimile, with a 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 three days after the date of mailing. Notice given in any other manner will be effective only when received. .For-purposed of notice, the addresses'of the parties will,until changed as provided below,be as.follows:. CITY: City of Round Rock 221 East Main Street Round Rock, Texas 78664 Attn: City Manager With Required Copy to: Steve Sheets Sheets & Crossfield 309 E. Main Street Round Rock, Texas 78664-5264 17 193728-19 09/15/2005 DEVELOPER: Blake Magee Investments, L.P. 1011 N. Lamar Blvd. Austin, Texas 78703 Attn: Blake Magee With Required Copy to: Sue Brooks Littlefield Armbrust&Brown, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 The parties may change their respective addresses to any other address within the United States of America by giving at least five days' written notice to the other party. The Developer may,by giving at least five days' written notice to the City, designate additional parties to receive copies of notices under this Agreement. Section 11.02 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 11.03 Applicable Law and Venue. The interpretation, performance, enforcement and validity of this Agreement is governed by the laws of the State of Texas. Venue will be in a court of appropriate jurisdiction in Williamson County, Texas. . Section 11.04 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 11.05 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 18 193728-19 09/15/2005 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 11.06 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 11.07 Force Maieure. If, by reason of force majeure, either party is rendered unable, in whole or in part, to carry out its obligations under this Agreement, the parry whose performance is so affected must give notice and thefull particulars of such force majeure to the other party within a reasonable time after the occurrence of the event or cause relied on, and the obligation of the party giving such notice, will, to the extent it is affected by such force majeure, be suspended during the continuance of the inability but for no longer period. The party claiming force majeure mustl endeavor to remove or overcome such inability with all reasonable dispatch. The term `force majeure" means Acts- of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind of the government of the United States or the State of Texas, or of any court or agency of competent jurisdiction or any-civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake; fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and people, civil disturbances, vandalism, explosions, breakage or accidents to machinery, pipelines or canals, or inability on the part of a party to perform due to any other causes not reasonably within the control of the party claiming such inability. Section 11.08 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. The Developer hereby certifies, represents,and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the articles of incorporation and bylaws or partnership agreement of each entity executing on behalf of the Developer. Section 11.09 Exhibits. The following exhibits are attached to this Agreement, and made a part hereof for all purposes: Exhibit A- Metes and Bounds Description of the Land Exhibit B - Concept Plan, including boundary roads and arterials Exhibit C - McNutt Interceptor Schematic Plan, including depiction.of Line A, Line B and Line C Exhibit D - Line A Construction Schedule Exhibit E - Line A Preliminary Budget 19 193728-19 09/15/2005 Exhibit F Line B Construction Schedule Exhibit G- Intentionally Omitted Exhibit H - Off-Site Water Facilities Schematic Plan, including location of 20- foot waterline easement Exhibit I- Off-Site Water Facilities Construction Schedule Exhibit J - Calculation of Water Capacity Payment Exhibit K Calculation of Credit against Water Capacity Payment -Exhibit L- County Road 122 improvements Exhibit M County Road I I7/Waterline Easement Exhibit N - District Consent Resolution Exhibit O- Terms of Wholesale Water and Wastewater Services Exhibit P - Annexation Tracts IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the dates indicated below. CITY O R O By: P ' ame. LZ Xf l)GL,C., Title: 1� Date: - STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this day of. , 2005, by NV I e, M"JAJ KA Cu4().K of the City of Round Rock, Texas, a Texas home-rule municipality, on behalf of the municipality.. - \j�'I � �;�v��yL y; Notary Public- State of Texas i� , Notary Public,State of T xas Name: C-P Y`t I I ) 0 iq np-� My Commission Expires MAY 7,2007 My Commission Expires: rn LIA,f 20 193728-19 09/15/2005 BLAKE MAGEE INVESTMENTS,L.P. By: Blake Magee GP, LLC., a Texas limited liability company, its General Partner By: Blake J. Magee resident Date: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me this,2 Pt day of by , 2005, by Blake J. Magee, President of Blake Magee GP, LLC., a Texas limited liability company, general partner of Blake Magee Investments, L.P., a Texas limited partnership, behalf of the corporation and the partnership. r. MIKAEIA 51AREK Notary Public - State of Texas Notary Public,state of texas ° My Commission Expires Name: August 12,2009 My Commission Expires: 21 193728-19 09/20/2005 726.21 ACRES A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE WILLIS DONAHO, JR. SURVEY,ABSTRACT No. 173; THE JOHN L. JUSTICE SURVEY, ABSTRACT No. 356;THE HENRY MILLARD SURVEY, ABSTRACT No. 452;THE WILLIAM DUNN SURVEY, ABSTRACT No. 196; AND THE ROBERT McNUTT SURVEY, ABSTRACT No. 422 THE SAME BEING A PART OF THAT 868.54 ACRE TRACT OF LAND CONVEYED TO TOM E. NELSON, JR., TRUSTEE, BY DEED RECORDED IN VOLUME 1133, PAGE 639 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING A PART OF THAT 27.03 ACRE TRACT OF LAND CONVEYED TO NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., A TEXAS LIMITED PARTNERSHIP, BY DEED RECORDED IN DOCUMENT No. 9828296 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE at concrete monument numbered 40 found for the Most Northerly Northeast Corner of the said 868.54 Acre Tract; THENCE along the North and East Lines of the said 868.54 Acre Tract the following two(2) courses: 1. S.21°37'04"E., a distance of 645.74 feet to a fence corner post; 2. N.70°05'31"E., along a fence, a distance of 475.41 feet to a Y2" iron rod found in the West Line of County Road 110 (formerly known as Bell Gin-Hutto Road), as said West Line is presently fenced; THENCE S.16037'39"E., along the said West Line of County Road 110, a distance of 349.01 feet to a %" iron rod set in the North Line of County Road 112; THENCE S.20030'50"E., crossing County Road 112, a distance of 66.54 feet to a steel fence corner post in the South Line of County Road 112 and in the West Line of County Road 110; THENCE S.19046'14"E., along the West Line of County Road 110, a distance of 401.78 feet to the Point of Beginning; THENCE continue along the West Line of County Road 110 the following four courses: 1. S.19°46'14"E., a distance of 847.53 feet to a '/z" iron rod found; 2. S.17043'50"E., a distance of 651.59 feet to a'/2" iron rod found; 3. S.13°19'30"E., a distance of 1391.28 feet to a '/2" iron rod found; 4. S.13019'30"E., a distance of 51.10 feet; THENCE departing the West Line of County Road 110 and crossing the 868.54 Acre Tract the following five courses: 1. S.83009'04"W. a distance of 192.14 feet; 2. N.75003'32"W. a distance of 75.15 feet; 3. S.11°10'29"W. a distance of 174.11 feet; 4. S.19030'41"W. a distance of 353.88 feet to a point on a non-tangent curve to the right; Page 1 of 4 SALAND1001-10501104611046-NON-COMML.rtf EXHIBIT A 726.21 ACRES 5. Northeasterly along the arc of said curve, a distance of 513.14 feet(said curve having a radius of 1250.00 feet, a central angle of 23°31'14"and a chord bearing N.65°49'12"E., 509.54 feet)to the West Line of County Road 110; THENCE S.08033'12"E., along the West Line of County Road 110, a distance of 67.85 feet to a 60d nail set in a fence post, the same being the Most Northerly Corner of that 0.55 Acre Tract of land conveyed to Jonah Water Supply Corporation by deed recorded in Volume 987, Page 399 of the Official Records of Williamson County, Texas; THENCE S.42017'46"W., along the West Line of the said 0.55 Acre Tract, a distance of 5T96 feet to a point on a non-tangent curve to the left; THENCE departing the West Line of the said 0.55 Acre Tract and crossing the said 868.54 Acre Tract the following four courses: 1. Southwesterly along the arc of said curve, a distance of 673.34 feet(said curve having a radius of 1150.00 feet, a central angle of 33°32'51"and a chord bearing S.58013'14"W., 663.76 feet); 2. S.53056'11"E. a distance of 526.12 feet; 3. N.32035'36"E. a distance of 138.79 feet; 4. N.58046'46"E. a distance of 192.40 feet to the West Line of County Road 110; THENCE S.29048'1 1"E., along the West Line of County Road 110, a distance of 1905.99 feet to a '/2" iron rod set; THENCE continue S.29°48'11"E., a distance of 215.73 feet to the North Line of County Road 122 as fenced; THENCE N.89039'47"W., along the North Line of County Road 122, as fenced, a distance of 2284.63 feet to a '/2" iron rod set in the East Line of that 6.51 Acre Tract of land conveyed to Lesley C. Madsen and Cheryl L. Madsen by deed recorded in Volume 669, Page 105 of the Official Records of Williamson County,Texas, from which point a '/2" iron rod found for an angle point in the East Line of the said 6.51 Acre Tract bears S.0001 5'41'W. 9.28 feet; THENCE N.00015'41"E., along the East Line of the 6.51 Acre Tract, a distance of 254.64 feet to a '/z" iron rod found for the Northeast Corner of the 6.51 Acre Tract; THENCE N.89055'14"W., along the North Line of the said 6.51 Acre Tract, a distance of 591.06 feet to a 1" iron pipe found; THENCE N.89059'04"W., at a distance of 14.42 feet pass the Northwest Corner of the 6.51 Acre Tract and continue along the North Line of that 161.11 Acre Tract of land conveyed to Chester Madsen and Joyce Madsen by deed recorded in Volume 434, Page 176 of the Deed Records of Williamson County, Texas, in all a total distance of 938.71 feet to a 1" iron pipe set for the Northwest Corner of the said 161.11 Acre Tract;; Page 2 of 4 SALAND1001-1050\1046\1046-NON-COMMU f EXHIBIT A 726.21 ACRES THENCE along the West Line of the said 161.11 Acre Tract the following three (3)courses: 1. S.01 038'39"E., a distance of 276.85 feet to a 60d nail set by a fence post; 2. S.02-1 1'03"W., a distance of 120.77 feet to a 1" iron pipe found; 3. S.00°30'11"W. a distance of 125.60 feet to a'/" iron rod found for the Northwest Corner of that 4.46 Acre Tract of land conveyed to Duval C. Jarl, Jr., and Geraldine K. Jarl by deed recorded in Volume 792, Page 319 of the Deed Records of Williamson County, Texas; THENCE S.01°19'26"W., along the West Line of the said 4.46 Acre Tract, a distance of 55'1.22 feet to a %" iron rod found for the Southwest Corner of the said 4.46 Acre Tract and the Northwest Corner of that 2.00 Acre Tract of land (Tract 2)conveyed to Marjorie S. Jarl by deed recorded in Volume 792, Page 304 of the Deed Records of Williamson County,Texas; THENCE S.01°33'01'VV., along the West Line of the said 2.00 Acre Tract, a distance of 240.91 feet to a %" iron rod found for the Southwest Corner of said Tract 2 and the Northwest Corner of Tract 1 conveyed in the said deed recorded in Volume 792, Page 304; THENCE S.01010'24"W., along the West Line of said Tract 1, a distance of 273.52 feet to a '/2" iron rod found in the North Line of County Road 122 for the Southwest Corner of said Tract 1; THENCE along the North Line of County Road 117, as fenced, the following three (3)courses: 1. N.89050'22"W., a distance of 1439.07 feet to a '/" iron rod set; 2. N.89054'53"W., a distance of 1094.50 feet to a '/2" iron rod set; 3. N.69044'06"W., a distance of 52.85 feet to a %" iron rod set; THENCE along the East Line of County Road 117, as fenced,the following five (5)courses: 1. N.42021'29"W., a distance of 49.82 feet to a '/2" iron rod set; 2. N.18°21'23"W., a distance of 1696.94 feet to a fence post corner; 3. N.16042'47"W., a distance of 256.40 feet to a '/2' iron rod set; 4. N.76021'25"W., a distance of 153.47 feet to a '/2' iron rod found; 5. N.18014'48"W., a distance of 1113.89 feet to a %" iron rod found for the Southwest Corner of the said 27.03 Acre Tract; THENCE N.18°14'20"W., along the West Line of the said 27.03 Acre Tract, the same being the East Line of County Road 117, a distance of 12.48 feet to a point on a non-tangent curve to the left; THENCE crossing the said 20.03 Acre Tract and along the arc of said curve to the left a distance of 1529.61 feet, (said curve having a radius of 950.00 feet, a central angle of 92015'11", and a chord bearing NA 1035'1 YE., 1369.66 feet); THENCE N.34'32'23"W., a distance of 180.52 feet to the South Line of County 112; Page 3 of 4 SALAND1001-1050\1046\1046-NON-COMML.rf EXHIBIT A 726.21 ACRES THENCE along the South Line of County Road 112 the following eight courses: 1. N.57046'29"E., a distance of 66.94 feet to a '/z° iron rod set; 2. N.55°27'37"E., a distance of 180.43 feet to a %" iron rod found; 3. N.62057'39"E., a distance of 543.87 feet to a '/2' iron rod set; 4. N.64004'33"E., a distance of 668.47 feet to a '/=: iron rod found; 5. N.62038'45"E., a distance of 1119.31 feet to a%" iron rod found; 6. N.62040'40"E., a distance of 735.85 feet to a %" iron rod set; 7. N.63007'32"E., a distance of 1050.79 feet to a%"iron rod set; 8. N.63022'34"E., a distance of 929.21 feet; THENCE departing the South Line of County Road 112 and crossing the said 868.54 Acre Tract the following four courses: 1. S.26°44'41"E. a distance of 574.93 feet; 2. N.43053'37"E. a distance of 178.17 feet; 3. N.37°29'47"E. a distance of 306.07 feet; 4. N.70059'25"E. a distance of 128.33 feet to the said Point of Beginning. Containing 726.21 acres, more or less. ,��140�5w .......................... J. Kenneth Wei6and JOHN KENNETH WEIGAND Registered Professional Land Surveyor No. 5741 '�,°....5741.• State of Texas tiO.FEss+°��� RJ Surveying, Inc. .SUVk-4 1212 East Braker Lane Austin, Texas 78753 This document was prepared under 22TAC 663.21,does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. 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