FIRST AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT CONCERNING THE WATER OAK SUBDIVISION STATE OF TEXAS COUNTY OF WILLIAMSON

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1 STATE OF TEXAS COUNTY OF WILLIAMSON CITY OF GEORGETOWN FIRST AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT CONCERNING THE WATER OAK SUBDIVISION THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT ( First Amendment ) is by and between THE CITY OF GEORGETOWN, a Texas home-rule municipal corporation ( City ), and Laredo WO, LTD., a Texas limited partnership ( Developer ), entered into pursuant to the authority granted to the City by its powers as a home-rule municipal corporation. WHEREAS, the City and Developer originally entered into that certain Development Agreement concerning the Property dated as of November 14, 2006 and recorded in the Official Records of Williamson County as Document No (the Original Development Agreement ), which has been amended by that certain First Amendment to Development Agreement dated as of June 7, 2007 and recorded in the Official Records of Williamson County as Document No (the First Amended Development Agreement ), and by that certain Second Amendment to Development Agreement dated as of August 28, 2007 and recorded in the Official Records of Williamson County as Document No (the Second Amended Development Agreement ), and by that certain Third Amendment to Development Agreement dated as of December 11, 2007 and recorded in the Official Records of Williamson County as Document No (the Third Amended Development Agreement ), and by the Fourth Amendment to Development Agreement dated as of January 18, 2008 and recorded in the Official Records of Williamson County as Document No (the Fourth Amended Development Agreement ) (collectively the Prior Development Agreement Amendments ) (the Original Development Agreement, as amended by the Prior Development Agreement Amendments, are referred to collectively herein as the Development Agreement ); and WHEREAS, simultaneously with the foregoing, the City and the Developer also entered into that certain Offsite Utility Construction and Cost Reimbursement Agreement dated as of November 14, 2006 and recorded in the Official Records of Williamson County as Document No (the Original Offsite Utility Agreement ), which has been amended by that certain First Amended Offsite Utility Construction and Cost Reimbursement Agreement dated as of June 7, 2007 and recorded in the Official Records of Williamson County as Document No Page 1 of 7

2 (the First Amended Offsite Agreement ), and by that certain Second Amendment to the Offsite Utility Construction and Cost Reimbursement Agreement dated as of December 11, 2007 and recorded in the Official Records of Williamson County as Document No (the Second Amended Offsite Agreement ), and by that certain Third Amendment to the Offsite Utility Construction and Cost Reimbursement Agreement dated as of December 9, 2008 and recorded in the Official Records of Williamson County as Document No (the Third Amended Offsite Agreement ) (collectively the Prior Offsite Agreement Amendments ) (the Original Offsite Agreement, as amended by the Prior Offsite Agreement Amendments, are referred to collectively herein as the Offsite Agreement ); and WHEREAS, in 2012 the City and the Developer mutually agreed to amend and restate the Development Agreement and the Offsite Agreement due to changed conditions in the real estate and financial markets to, among other things, de-annex certain property from the corporate boundaries of the City limits, reduce the amount of land subject to the agreement, modify the development standards, and revise the utility capacity and service commitments; and WHEREAS, the resulting Amended and Restated Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision) was made to be effective on March 14, 2012, is recorded in the Official Records of Williamson County as Document No (the Original A&R Development Agreement ), and wholly supersedes and replaces the Development Agreement and the Offsite Agreement; and WHEREAS, the Original A&R Development Agreement provides that Phase C-2 of the South San Gabriel Interceptor must be 30 inches in diameter; and WHEREAS, the City has determined that the size of Phase C-2 of the South San Gabriel Interceptor can be reduced from 30 inches in diameter to 24 inches in diameter; and WHEREAS, the Developer is preparing to construct Phase C-2 of the South San Gabriel Interceptor as required by Section 5.02 of the Original A&R Development Agreement and has requested that the references to the required diameter of that line in the Original A&R Development Agreement and the Exhibits thereto be modified to be consistent with the City s determination that Phase C-2 can consist of a wastewater line that is 24 inches in diameter rather than 30 inches in diameter. NOW, THEREFORE, for and in consideration of the promises and the mutual agreements set forth herein, the City and Developer hereby agree as follows: Page 2 of 7

3 Section 1. The following definitions in the Original A&R Development Agreement are hereby amended to read as follows: South San Gabriel Interceptor shall mean that certain wastewater gravity collection main of various diameters beginning at its inception at the Wolf Ranch Lift Station west of IH-35 and extending to the western boundary of the Property consisting of four segments: the Simon Segment (Phase A South), the Harvard Segment (Phase B South), and the ABG Segment (Phase C-1 and Phase C-2) as generally shown by sketch on First Amended Exhibit M. South San Gabriel Interceptor Phase C-2 That portion of the South San Gabriel Interceptor beginning at the western terminus of Phase C-1 and extending westward to the westernmost boundary of the Property and being 24 in diameter, as generally shown on First Amended Exhibit M. Section 2. Exhibit M to the Original A&R Development Agreement is hereby deleted and replaced with the First Amended Exhibit M, which is attached hereto and incorporated herein by reference for all purposes. Section 3. To facilitate execution, this First Amendment may be executed in any number of counterparts, and it will not be necessary that the signatures of all parties be contained on any one counterpart. Additionally, for purposes of facilitating the execution of this First Amendment: (a) the signature pages taken from separate, individually executed counterparts of this Amendment may be combined to form multiple fully executed counterparts; and (b) a facsimile or electronic copy of a signature will be deemed to be an original signature for all purposes. All executed counterparts of this First Amendment will be deemed to be originals, but all such counterparts, when taken together, will constitute one and the same instrument. Section 4. All terms delineated with initial capital letters in this First Amendment that are defined in the Original A&R Development Agreement have the same meanings in this First Amendment as in the Original A&R Development Agreement. Other terms have the meanings commonly ascribed to them. Section 5. Except as specifically provided in this First Amendment, the terms of the Original A&R Development Agreement continue to govern the rights and obligations of the parties, and all terms of the Original A&R Development Agreement Page 3 of 7

4 are reinstated, ratified and confirmed and, as so reinstated, ratified and confirmed, will remain in full force and effect. If there is any conflict or inconsistency between this First Amendment and the Original A&R Development Agreement, this First Amendment will control and modify the Original A&R Development Agreement. Section 6. The effective date of this First Amendment shall be the latest date accompanying the signature lines below for the City, Developer, and Hillcrest Bank, a division of HBH Bank, N.A. List of Exhibits: First Amended Exhibit M South San Gabriel Interceptor [Signature Pages to Follow] Page 4 of 7

5 CITY OF GEORGETOWN, TEXAS, a Texas home rule municipality Dale Ross, Mayor ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Bridget Chapman, City Attorney STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me the day of, 2015, by Dale Ross, Mayor of the City of Georgetown, Texas, a home-rule city, on behalf of the City. Notary Public Signature Printed Name: My Commission Expires: Page 5 of 7

6 LAREDO WO, LTD., a Texas limited partnership ABG Enterprises, Ltd., a Texas limited partnership, its General Partner GALO, INC., a Texas corporation, its General Partner Name: A. Bradford Galo Title: CEO STATE OF TEXAS COUNTY OF BEXAR This instrument was acknowledged before me the day of, 2015, by A. Bradford Galo, CEO of Galo Inc., the general partner of ABG Enterprises, Ltd., which is the general partner of Laredo WO, Ltd., a Texas limited partnership, on behalf of Laredo WO, Ltd. Printed Name: My Commission Expires: Page 6 of 7

7 Consent of Lender Pursuant to that certain Estoppel and Consent Agreement dated to be effective on January 29, 2013 by and between the City of Georgetown, Texas, Laredo WO, Ltd., and Hillcrest Bank, a division of NBH Bank, a national banking association ( Hillcrest Bank ), by the signature of its duly authorized representative below, Hillcrest Bank hereby confirms that it has reviewed the foregoing First Amendment to the Development Agreement Concerning the Water Oak Subdivision (f/k/a ABG Subdivision) and consents to the terms and conditions thereof. HILLCREST BANK, a division of NBH BANK, N.A., a national banking association Name: Title: STATE OF KANSAS COUNTY OF JOHNSON This instrument was acknowledged before me the day of, 2015, by, of Hillcrest Bank, a division of NBH BANK, N.A., a national banking association. Printed Name: My Commission Expires: Page 7 of 7