TO THE AMENDED AND RESTATED COUNTY OF WILLIAMSON

Transcription

1 STATE OF TEXAS SECOND AMENDMENT TO THE AMENDED AND RESTATED COUNTY OF WILLIAMSON DEVELOPMENT AGREEMENT CONCERNING THE CITY OF GEORGETOWN WATER OAK SUBDIVISION THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT CONCERNING THE WATER OAK SUBDIVISION ( Second Amendment ) is entered into by and between the CITY OF GEORGETOWN, a home-rule municipality located in Williamson County, Texas (the City ); LAREDO WO, LTD., a Texas limited partnership ( LWO ); ABG WATER OAK PARTNERS, LTD., a Texas limited partnership ( ABG ); and WRR INTERESTS, LLC, a Texas limited liability company ( WRR ) (collectively, the Parties and individually a Party ). I. RECITALS A. The City and LWO previously entered into that certain Amended and Restated Development Agreement (f/k/a ABG Subdivision), dated to be effective on March 14, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No (the Amended and Restated Agreement ), which was amended by the First Amendment to the Amended and Restated Development Agreement, dated to be effective on November 11, 2015, and recorded in the Official Public Records of Williamson County, Texas as Document No (the First Amendment ) (collectively, the Amended and Restated Agreement and First Amendment are referred to herein as the Development Agreement ), and also entered into that certain Amended and Restated Consent Agreement, dated to be effective on January 11, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No ( Consent Agreement ), pertaining to approximately 1, acres of land, more or less, described more particularly in those agreements (the Property ) and known locally as the Water Oak Subdivision in Georgetown, Williamson County, Texas. B. During 2012 through 2014, LWO conveyed approximately acres of the Property situated north of the South San Gabriel River to ABG via special warranty deeds recorded in the Official Public Records of Williamson County, Texas as Document Nos , , , , , and , but expressly reserved and excepted from those conveyances all rights and obligations under the Development Agreement and the Consent Agreement. C. On or about June 6, 2016, LWO filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (In Re: Laredo WO, Ltd., Debtor, Case No RBK, in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division) ( Chapter 11 Case ). D. By order dated October 14, 2016, in the Chapter 11 Case, the bankruptcy court approved that certain Purchase and Sale Agreement between WRR INTERESTS, LLC, as Buyer, and Page 1 of 43

2 LAREDO WO LTD., as Seller [Water Oak South], pursuant to which LWO would convey to WRR, or its successor or assigns, that portion of the Property situated south of the South San Gabriel River (as amended, the Water Oak South Contract ), being approximately 1, acres as more particularly described on the attached Exhibit A-5 ( Water Oak South ). E. LWO desires to assign to ABG, and ABG consents to assume, certain rights and obligations in the Development Agreement (as amended by this Second Amendment defined in Article IV herein) and the Consent Agreement (as amended by the First Amendment to the Consent Agreement, defined in Article IV herein) pertaining to Water Oak North, as well as other rights and obligations thereunder related to the Property. LWO also desires to assign to WRR, and WRR consents to assume, certain rights and obligations in the Development Agreement (as amended by this Second Amendment defined in Article IV herein) and the Consent Agreement (as amended by the First Amendment to the Consent Agreement, defined in Article IV herein) pertaining to Water Oak South, as well as other rights and obligations thereunder related to the Property. F. WRR, LWO, and ABG have requested several modifications to the Development Agreement in order to facilitate their transactions and clarify their rights and obligations after the proposed transactions. NOW THEREFORE, in consideration of the mutual covenants contained in this Second Amendment, the Parties agree as follows: II. CONDITIONS PRECEDENT 2.01 General. The Parties agree that WRR does not have the financial capability to develop Water Oak South in accordance with the Development Agreement, as amended by this Second Amendment; therefore, this Second Amendment shall not be effective unless and until all of the Conditions Precedents in this Article II are met Initial Conditions Precedent. This Second Amendment shall automatically terminate and have no further force or effect if any one or more of the following items listed in subsections (a) through (d) below are not delivered to the City Manager at the address for notices to the City set forth in Section 10.7 of the Development Agreement, as amended by this Second Amendment, on or before the date that is thirty (30) calendar days after the Second Amendment Effective Date (defined in Article IV.B of this Second Amendment), unless WRR exercises its right to extend the deadline for an additional thirty (30) day period as provided below: a. Certificate(s) of Status for Proposed Assignee. From the Texas Secretary of State, a valid Certificate of Status for the Proposed Assignee (defined in Article II, Section 2.05(b) of this Second Amendment) must be provided. If the Proposed Assignee is not a Texas entity, the equivalent of the Texas Secretary of State s Certificate of Status is required from the state of the Proposed Assignee s formation or registration confirming the entity s existence and legal status, as well as the entity s current legal name and date of formation or registration, is also required. Page 2 of 43

3 b. Assignment and Assumption Agreement. An Assignment and Assumption Agreement evidencing assignment of WRR s interests in the Development Agreement, as amended by this Second Amendment, and in the Consent Agreement, as amended by the First Amendment to the Consent Agreement, to the Proposed Assignee, and the Proposed Assignee s assumption of WRR s interests in same. The Assignment and Assumption Agreement shall be in the form attached hereto as Exhibit V and contain the notarized signatures of duly authorized representatives of WRR and the Proposed Assignee. c. Resolution or Certificate of Authority. A resolution or certificate of authority authorizing the Proposed Assignee to execute the Assignment and Assumption Agreement with WRR, and bind the Proposed Assignee to the terms of the Development Agreement, as amended by this Second Amendment, and to the Consent Agreement, as amended by the First Amendment to the Consent Agreement, and containing the same representations and warranties described in Section 5.03 of this Second Amendment for WRR. d. Notice of Financing. A Notice of Financing (herein so called) sworn to and executed by a representative of the Proposed Assignee stating that the Proposed Assignee has entered into an equity joint venture and/or a loan or credit agreement such that Proposed Assignee has the financial capability to perform its obligations under the Development Agreement, as amended by this Second Amendment, and the Consent Agreement, as amended by the First Amendment thereto, and which provides development funding and/or financing upon terms typical for a phased, master planned residential project (not subject to any contingency or condition other than those typically associated with such loans or equity investments) (collectively, the Financing Commitments ), which are collectively in principal amounts sufficient, together with other available funds committed by the Proposed Assignee, to pay at least SEVENTEEN MILLION FIVE HUNDRED THOUSAND US DOLLARS ($17,500,000) for the design, development, and construction of the Bridge (defined in the Development Agreement), the Water Transmission Line (defined in the Development Agreement), the sewer line to service Water Oak South Section B-1 and the phased development of Section B-1 of Water Oak South (including that section of Water Oak Parkway adjacent to Water Oak South Section B-1) (as those terms are defined in the Agreement and/or shown on the First Revised Exhibit B) and as required by the Agreement (defined in Article IV herein). The Notice of Financing must be accompanied by term sheets, loan or equity documents, or commitment letters detailing the terms and conditions of the Financing Commitments, and must be in substance satisfactory to the City Manager and the City's financial advisor. The City Manager, in consultation with the City s financial advisor, shall have the authority, in his sole and absolute discretion, to determine whether the Notice of Financing and/or the Financing Commitments are sufficient and acceptable to the City. Page 3 of 43

4 For each item listed in above in Article II, Subsections 2.02(a) 2.02(d), of this Second Amendment, the City shall have ten (10) business days from receipt of each item (if delivered separately) to review and approve such item. WRR shall have the right, if necessary, to extend the thirty (30) day period for delivery of the items listed in Article II, Subsections 2.02(a) 2.02(d), above, for an additional thirty (30) calendar day period by delivery of Notice to the City five (5) calendar days prior to the expiration of the initial thirty (30) day period. If all of the foregoing items listed in Article II, Subsections 2.02(a) 2.02(d), above, are not delivered to the City Manager within sixty (60) days after the Second Amendment Effective Date (defined in Article IV.B of this Second Amendment), then the City shall have the right to terminate this Second Amendment and the First Amendment to the Consent Agreement and said terminations shall be effective on the date Notice of such termination is delivered by the City to LWO, ABG and WRR Additional Condition Precedent. This Second Amendment shall automatically terminate and have no force or effect if WRR or Proposed Assignee does not deliver to the City on or before the date that is ten (10) days after the South Closing Date (defined in Article II, Section 2.06(a), of this Second Amendment) a copy of the special warranty deed as recorded in the Official Public Records of Williamson County, Texas evidencing the Proposed Assignee s acquisition of Water Oak South Effect of Non-Performance or Performance of Conditions Precedent. The failure of any one of LWO, ABG, or WRR to provide the documents required to be delivered to the City within the timeframes stated in Article II, Section 2.02, above, shall be deemed a failure of all of them and shall cause this Second Amendment to the Development Agreement and the First Amendment to the Consent Agreement to automatically terminate and have no force or effect on the applicable date as specified in this Article. Alternatively, if the documents described in Article II, Section 2.02, above, are delivered to the City within the timeframes specified therein, the City shall deliver this Second Amendment to the Development Agreement and the First Amendment to the Consent Agreement to the title company designated in writing by the Proposed Assignee to close the sale of Water Oak South. The City shall instruct the title company to cause this Second Amendment to the Development Agreement and the First Amendment to the Consent Agreement to be recorded in the Official Public Records of Williamson County, Texas, at LWO s, ABG s, and WRR s expense concurrent with recordation of the documents evidencing the Proposed Assignee s acquisition of Water Oak South Definitions Pertaining to Conditions Precedent a. South Closing Date. As used herein, the term South Closing Date shall mean the not later than 5:00 PM CST on the date that is one hundred twenty (120) calendar days after the Second Amendment Effective Date (defined in Article IV.B of this Second Amendment). b. Proposed Assignee. As used herein, the term Proposed Assignee means the legal entity to which WRR proposes to assign its interests in the Development Agreement, as amended by this Second Amendment, and the Consent Agreement, as amended by the First Amendment to the Consent Agreement. Page 4 of 43

5 III. STATEMENT OF INTENT REGARDING APPLICABILITY 3.01 General Intent. The general intent of the Parties is to describe the conditions under which this Second Amendment will become effective, and, if effective, to describe the rights and obligations of the Parties, both individually and collectively, under the Development Agreement, as amended by this Second Amendment, in light of the changed circumstances generally described in Article I hereof pertaining to the bankruptcy filing by LWO and the proposed sale of Water Oak South to the Proposed Assignee Applicability a. The references in Article III, Article IV, Article V, Article VI and Article VII of the Agreement to Developer shall mean and refer to LWO as to Water Oak North and WRR as to Water Oak South. b. The references in Article VIII, Article IX, and Article X of the Agreement to the term Developer shall mean and refer to LWO, ABG, and WRR, each individually Compliance with Agreement. In general, LWO and ABG shall retain all of Developer's right, title and interest in and to this Agreement, to the extent that the same relates to and concerns Water Oak North, and Proposed Assignee (as defined in Article II, Section 2.05(b) of this Second Amendment) shall have all of Developer's right, title and interest in and to this Agreement, to the extent that the same relates to and concerns Water Oak South. LWO, ABG, and WRR agree with one another and the City that they will comply with the terms of this Agreement as it relates to land owned by and the obligations of each of them, and will also comply with all of their other obligations to the City as set forth in this Agreement. IV. AMENDMENTS TO DEVELOPMENT AGREEMENT Amendments to Development Agreement s Article I, Definitions A. Section 1.1 of the Development Agreement entitled Definitions pertaining to the definitions of Concept Plan, Commercial Development Areas, Developer, Effective Date, and Property are hereby deleted in their entirety and replaced with the following: Concept Plan means the Concept Plan prepared by Stantec, dated August 17, 2017 attached hereto as First Revised Exhibit B. Commercial Development Areas means those areas of the Project developed for uses permitted within and according to the standards for the Local Commercial District (C-1), as adjusted in Section 3.2(b) of this Agreement. Developer means and includes all three of the following entities: (defined herein), ABG (defined herein) and WRR (defined herein). Page 5 of 43 LWO

6 Effective Date means March 14, Property means that certain 1, acres of land consisting of both Water Oak North (defined herein) and Water Oak South (defined herein) described by metes and bounds on Exhibit A-1 and by sketch on Exhibit A-2, plus that certain acres of land described on Exhibit A-3. B. Section 1.1 of the Development Agreement entitled Definitions is hereby amended to add the following definitions: ABG means ABG Water Oak Partners, Ltd., a Texas limited partnership. Agreement and this Agreement and the Agreement mean the Development Agreement (defined herein), as further amended by the Second Amendment (defined herein). Barton Tributary Wastewater Line means the sewer line commencing at the SSGI (defined in the Amended and Restated Agreement (defined in Article IV herein) and extending through Water Oak South (defined herein) to RR 2243 (Leander Road). Bridge Contribution Payment means the amount of money, if any, actually received by the City pursuant to Section 5.04 of that certain Consent Agreement by and between the City of Georgetown, Texas, Zamin, L.P., and Williamson County Municipal Utility District No. 30, recorded in the Official Records of Williamson County as Document No , as said agreement may be amended from time to time by the parties thereto. Consent Agreement means the Amended and Restated Consent Agreement dated to be effective on January 11, 2012, and recorded in the Official Public Records of Williamson County, Texas as Document No First Amendment to the Consent Agreement means the agreement dated to be effective on even date herewith among the City, LWO (defined herein), ABG (defined herein), WRR (defined herein), and Williamson County Municipal Utility District No. 25, amending the Consent Agreement, dated to be effective on even date herewith. City Manager, City s Transportation Engineer, City s Parks Director, City s Planning Director, City s Systems Engineering Director, or City s Finance Director means the person who is acting in that capacity with the City at the time an action is needed under this Agreement. Development Agreement means, collectively, that certain Amended and Restated Development Agreement (f/k/a ABG Subdivision), dated to be effective on March 14, 2012, and recorded in the Page 6 of 43

7 Official Public Records of Williamson County, Texas as Document No , as amended by that certain First Amendment to the Amended and Restated Development Agreement, dated to be effective on November 11, 2015 and recorded in the Official Public Records of Williamson County, Texas as Document No LWO/ABG means both LWO and ABG, jointly. LWO means Laredo WO, Ltd., a Texas limited partnership. Regional Trail means the Americans with Disabilities Act (ADA) accessible hike and bike trail and the associated low water crossing and other appurtenances to be constructed within the Parkland extending from the eastern boundary of the Property to the western boundary of the Property, crossing the South San Gabriel River in the location generally shown on Exhibit G-2, meeting the specifications set for on Exhibit G-3, and located generally along or within the City s SSGI (defined in the Development Agreement) easement, all as further detailed in Section 3.3(a)(1)(ii) of this Agreement. Second Amendment Effective Date means the latest date accompanying the signature lines on the Second Amendment (defined herein). Second Amendment means the Second Amendment to the Amended and Restated Development Agreement, by and between the City, LWO, ABG and WRR. Water Oak Parkway means the Roadway meeting the specifications set forth on Exhibit E-1 (attached hereto) extending from SH 29 to RR 2243 through the Property. Water Oak North means that portion of the Property located north of the South San Gabriel River and generally shown by sketch on Exhibit A-4 attached hereto. Water Oak South means that portion of the Property located south of the South San Gabriel River and more particularly described by sketch and metes and bounds on Exhibit A-5 attached hereto. WRR means WRR Interests, LLC, a Texas limited liability company. Amendments to Development Agreement s Article II, Land Use Plan/Compliance with UDC/General Project Standards C. Section 2.1 of the Development Agreement entitled De-Annexation of Exclusion Tract is hereby deleted in its entirety and replaced with the following: Page 7 of 43

8 Section 2.1 De-Annexation of Exclusion Tract. The Parties acknowledge and agree the Exclusion Tract has been dis-annexed by the City via Ordinance No and is no longer within the corporate boundaries of the City. D. Section 2.2 of the Development Agreement entitled Land Use Plan is hereby deleted in its entirety and replaced with the following: Section 2.2 Concept Plan. The City hereby approves the Concept Plan attached hereto as First Revised Exhibit B; on and after the Second Amendment Effective Date (defined in Article IV.B of the Second Amendment), the original Exhibit B shall have no further force or effect. The City acknowledges that the Concept Plan attached hereto as the First Revised Exhibit B complies with the City s Comprehensive Plan, and approves the land uses, densities, and roadway alignments and sizings shown on the Concept Plan attached hereto as the First Revised Exhibit B. All development within the Property shall comply with the Concept Plan attached hereto as the First Revised Exhibit B, the applicable City ordinances, the UDC (as modified by this Agreement), and the terms of this Agreement. E. Section 2.3 of the Development Agreement entitled Amendments to Land Use Plan is hereby deleted in its entirety and replaced with the following: Section 2.3 Amendments to the Concept Plan. (a) General. Due to the fact that the Property comprises a significant area and its development will occur in phases over a number of years, modifications to the approved Concept Plan may be desirable due to changes in market conditions or other factors. Developer may request amendments to the Concept Plan, which shall be processed as set forth in this Section. (b) Minor Amendments. 1. Water Oak North. Changes to that portion of the Concept Plan that are (i) solely within Water Oak North and not within Water Oak South, and (ii) (1) necessary to align the Roadway Network or Trail Network as said network exists within Water Oak North and outside of any Parkland; or (2) changes in the size of any Residential Development Areas or Commercial Development Areas within Water Oak North less than 20%, shall be considered Minor Modifications to the Concept Plan and may be approved administratively by LWO, ABG, and the City s Planning Director. WRR hereby waives and relinquishes any rights set forth in this Agreement or elsewhere, to approve the changes to the Concept Plan of the nature described in the foregoing sentence. 2. Water Oak South. In addition to the changes referenced in subsection (b)(3), below, changes to that portion of the Concept Page 8 of 43

9 Plan that are (i) solely within Water Oak South and not within Water Oak North, and (ii) (1) necessary to align the Roadway Network or Trail Network as said network exists within Water Oak South and outside of any Parkland; or (2) changes in the size of any Residential Development Areas or Commercial Development Areas within Water Oak South less than 20%, shall be considered Minor Modifications to the Concept Plan and may be approved administratively by WRR and the City s Planning Director. LWO and ABG hereby waive and relinquish any rights set forth in this Agreement or elsewhere, to approve the changes to the Concept Plan of the nature described in the foregoing sentence. 3. Water Oak Parkway. City and WRR acknowledge and agree that any changes to the geometry (curve) of that portion of Water Oak Parkway within Water Oak South which are required to meet current Williamson County requirements shall be Minor Modifications. (c) Any changes to the Concept Plan not described in Section 2.3(b) of this Agreement, including but not limited to changes that would alter the specifications, location, or timing of construction of Water Oak Parkway, the Bridge, or the Water Transmission Line; allocations of Open Space, water capacity interests, wastewater capacity interests; the aggregate number of acres of Parkland, Preserved Open Space, or Programmed Open Space; the size or general location of the Parkland; the size of any Commercial Development Areas by 20% or more; the size of any Residential Development Areas by 20% or more, the size or location of the Civic Areas; and all other changes that are not Minor Modifications under Section 2.3(b) of this Agreement, shall be considered Major Modifications. Major Modifications to the Concept Plan require an amendment to this Agreement, and must be approved by all Parties and the City Council. (d) After approval in accordance with in this Section 2.3, all Minor Modifications and Major Modifications to the Concept Plan shall be recorded by the City at the requesting Party s expense in the Official Public Records of Williamson County and thereafter all references in this Agreement to the Concept Plan attached hereto as First Revised Exhibit B shall refer to the then most current approved and recorded Concept Plan(s). F. Section 2.4 of the Development Agreement entitled Compliance with the UDC and Title 15 of the City s Code of Ordinances is hereby deleted in its entirety and replaced with the following: Section 2.4 Compliance with the UDC and the City s Code of Ordinances. (a) General. Except as specifically adjusted or modified by this Agreement, the Property shall be developed in compliance with the UDC, as the UDC was in effect as of June 1, 2011, and with Title 15 of the City Code of Ordinances, as Page 9 of 43

10 Title 15 may be amended from time to time, as if the Property was in the city limits. In the event of any inconsistency between the terms of this Agreement and the UDC, the terms of this Agreement shall prevail. In the event of any inconsistency between the terms of this Agreement and Title 15 of the City s Code of Ordinances, the provisions of Title 15 of the City s Code of Ordinances shall prevail. (b) Water Oak North. 1. To achieve compliance with Section D107.1 of the 2012 International Fire Code (requiring more than one fire access road), not later than January 1, 2019, LWO/ABG shall complete construction, and cause final acceptance for maintenance pursuant to Section 2.11 of this Agreement to occur, of such Roadway(s) necessary to connect Water Oak Parkway to the westernmost boundary of the Property at the point where there is a street or a planned street in the adjacent subdivision that can provide a second way in and out of Water Oak North (the Access Connection ). At the present time, it is contemplated that the Access Connection will be provided via a segment of Leaning Oak Lane and Prairie Oaks Drive, the locations of which are shown on the attached Exhibit Q. (The plat excerpt attached hereto as Exhibit Q has not been approved by the City and its attachment hereto as an exhibit to this Agreement is for illustrative purposes only and does not constitute plat approval.) On and after January 1, 2019, in addition to the other remedies available to the City under Section of this Agreement, the City shall not be required to process or approve any development applications, building and other permits, authorizations or any other approvals pertaining to Water Oak North unless and until LWO/ABG provides written notice to the City (together with supporting documentation from Williamson County) that the Roadways comprising the Access Connection have been completed and accepted for maintenance by Williamson County as required by this Section. 2. In addition, the Residential Fire Flow Requirements attached hereto as Exhibit R shall apply to development in Water Oak North. (c) Water Oak South. All provisions in the 2012 International Fire Code, as modified by Chapter 8.04 of the City Code of Ordinances (as the same may be revised by the City from time to time), as well as the Residential Fire Flow Requirements attached hereto as Exhibit R shall apply to development in Water Oak South. G. Section 2.5 of the Development Agreement entitled Platting is hereby deleted in its entirety and replaced with the following: Page 10 of 43

11 Section 2.5 Platting (a)(1) The Parties acknowledge and agree that the following six (6) final plats pertaining to Water Oak North have been filed of record in the Official Public Records of Williamson County, Texas as of the Second Amendment Effective Date (defined in Article IV.B of the Second Amendment): 1. Final Plat for Water Oak North Section 1 (aka Section 1 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No in the Official Public Records of Williamson County, Texas 2. Final Plat for Water Oak North Section 2 and 3, Phase 1 (aka Section 2 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No in the Official Public Records of Williamson County, Texas 3. Final Plat for Water Oak North Replat of Lot 1 and Lot 3, Block C, Water Oak North Section 1 (aka Section 1 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No in the Official Public Records of Williamson County, Texas 4. Final Plat for Water Oak North Section 2 and 3, Phase 2 (aka Section 3 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No in the Official Public Records of Williamson County, Texas 5. Final Plat for Water Oak North Section 2 and 3, Phase 4 (aka Section 3 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No in the Official Public Records of Williamson County, Texas 6. Final Plat for Water Oak North Section 2 and 3, Phase 3 (aka Section 3 as shown on the Concept Plan attached hereto as First Revised Exhibit B), recorded as Document No in the Official Public Records of Williamson County, Texas (a)(2) The Parties acknowledge and agree that as of the Second Amendment Effective Date (defined in Article IV.B of the Second Amendment) the following additional applications have been submitted to the City, and that they have the status noted below: 1. PP Preliminary Plat for Water Oak South Section 1. EXPIRES JULY 22, Page 11 of 43

12 2. PP Preliminary Plat for Water Oak North Section 4. EXPIRED JUNE 17, FP Final Plat for Water Oak North Section 4, Phase 1A. EXPIRED JUNE 17, 2016 with PP FP Final Plat for Water Oak North Section 4, Phase 1B. EXPIRED JUNE 17, 2016 with PP FP Final Plat for Water Oak North, Section 4, Phase 2. EXPIRED JUNE 17, 2016 with PP PFP Application for Final Plat for Water Oak North Amenity Center. Submitted to the City on February 10, 2015, and currently under review. 7. FP Application for Final Plat for Water Oak Retail Center (Replat). Submitted to the City on April 20, 2017, and currently under review. 8. Construction Plans for Barton Tributary Wastewater Line currently under review. (b) Reserved (not used) (c) In addition to the requirements specified elsewhere in this Agreement pertaining to plats, the provisions of Sections 2.4 and 4.3(b) of this Agreement shall also apply. (d) A plat that is solely for the purposes of electing District representatives, recording easements or right-of-way dedications, dedications for Civic Uses, or similar areas will not be counted toward the preliminary plat limitations, and will not be considered as a phase of the preliminary plat for the purposes of extending the expiration date of a preliminary plat. (e) apply. The plat expiration deadlines set forth Section 3.08 of the UDC shall (f) (i) The Parties acknowledge that the Concept Plan attached hereto as First Revised Exhibit B for the entire Property (including both Water Oak North and Water Oak South) includes all elements required by Section 2.5(f)(ii)-(v) of the Agreement, and is hereby approved by all Parties. All references in this Agreement to the Concept Plan and the Land Use Plan shall mean and refer to the Concept Plan attached hereto as First Revised Exhibit B. (ii) The Concept Plan must be for the entire Property (on both the north and south sides of the River) and clearly depict the following: Page 12 of 43

13 1. the boundaries of all Residential Development Areas, Commercial Development Areas, Civic Areas, Parkland, Preserved Open Space, and Programmed Open Space; 2. the general alignment of all Parkways and Boulevards; 3. all roadway connections to adjoining properties (whether such connections are Parkways, Boulevards or Residential Streets); 4. the general location of the Bridge; 5. the general location of the School Tract(s); 6. the general location of the Fire Station Tract(s); 7. the general location of the Trail Network; 8. the general location of the Water Transmission Line; 9. the Phasing Plan (conforming to the requirements of subsection Section 2.5(f)(iii), below) 10. the proposed Build-Out Schedule for completion of the Project on the Property (conforming to the requirements of Section 2.5(f)(iv), below). (iii) The Phasing Plan must provide for development of the Property in an orderly and sequential fashion, with each phase contiguous to a prior phase, each plat contiguous to a prior-approved plat, and each Roadway Type contiguous to an identical prior-platted Roadway Type. The contiguous platting requirement may also be achieved by including the portion of Water Oak Parkway or other Parkway or Boulevard that connects both plats. Notwithstanding the generality of the foregoing, the Phasing Plan may provide for commencement of development of the Project on the south side of the River prior to completion of development of the Project on the north side of the River, but only if all phases of development south of the River are contiguous to a prior-approved plat south of the River, each Roadway Type south of the River is contiguous to a prior-platted Roadway Type south of the River, etc. (iv) The Build-Out Schedule must provide for completion of the Project on the Property within twenty (20) years after the Effective Date (defined in Article IV herein). The Build-Out Schedule must also show the number of water and wastewater Service Units associated with each phase of the Phasing Plan, which shall not exceed the limits established in this Agreement. (v) All proposed amendments to the Concept Plan shall be submitted to the City s Planning Director and shall be processed in accordance with Section 2.3 of this Agreement. H. Section 2.6 of the Development Agreement entitled Impervious Cover Limitation is hereby deleted in its entirety and replaced with the following: Section 2.6 Impervious Cover Limitation. The impervious cover limits for Residential Lots on the Property shall be as provided on Exhibit H. The impervious cover limits for Commercial Lots on the Property shall be as provided on Exhibit J. Notwithstanding the above, the amount of impervious cover Page 13 of 43

14 constructed within Water Oak North shall not exceed 50% based on gross site acreage of Water Oak North, and the amount of impervious cover constructed within Water Oak South shall not exceed 50% based on gross site acreage of Water Oak South. I. Section 2.7(b) of the Development Agreement entitled Fire Stations is hereby deleted in its entirety and replaced with the following: Section 2.7 Dedications for Civic Uses... (b) Fire Stations. (1) Water Oak North. Not later than sixty (60) calendar days after receipt of written request from the City Manager, LWO shall convey to the City that certain 2.50 acre tract of land identified as Lot 2, Block G, Water Oak North Section 1 ( Fire Station Lot ), as further described and shown on the Final Plats filed of record in the Official Records of Williamson County, Texas as Document No and Document No LWO hereby agrees to convey the Fire Station Lot to the City for a purchase price of FIVE U.S. DOLLARS ($5.00) per square foot in the Fire Station Lot, and agrees that conveyance will be by special warranty deed, free of all liens and encumbrances, and accompanied by a title commitment having only those standard pre-printed exceptions that are part of the promulgated form of Texas title insurance policies and exceptions acceptable to the City Attorney, in the City Attorney s sole discretion. The recording costs and preparation of conveyance documents and the title commitment and policy required by this Section shall be at no cost to the City, such costs being the responsibility of LWO. (2) Water Oak South. Upon the earlier of the date that is (x) sixty (60) calendar days after receipt of written request from the City Manager, or (y) sixty (60) calendar days after the occurrence of a Bridge Event of Default described in Section 2.8.(c)(10) of this Agreement pertaining to the Bridge, WRR shall convey to the City at least 2.50 acres of land in the general location shown on the Concept Plan (First Revised Exhibit B) marked as Potential Fire Station Site abutting Ranch Road Said conveyance shall be at no cost to the City, by special warranty deed, free of all liens and encumbrances, accompanied by a title commitment having only those standard pre-printed exceptions that are part of the promulgated form of Texas title insurance policies and exceptions acceptable to the City Attorney, in the City Attorney s sole discretion. The recording costs and preparation of conveyance documents and the title commitment and policy required by this Section shall be at no cost to the City, such costs being the responsibility of WRR. Page 14 of 43

15 J. Section 2.8(b) of the Development Agreement entitled Roadway Types and Design and Exhibit E attached to the Development Agreement are hereby deleted in their entirety and replaced with the following: Section 2.8 Roadways/Bridge/Trails... (b) Roadway Types and Designs. The Roadways in the Project shall consist of the following Roadway Types: Parkway (Exhibit E-1), Boulevard (Exhibit E- 2), and Residential Streets (Exhibit E-3, Exhibit E-4 and Exhibit E-5). The requirements for each of the Roadway Types are attached hereto. K. Section 2.8(c) of the Development Agreement entitled Roadways/Bridges/Trails is hereby deleted in its entirety and replaced with the following: Section 2.8 Roadways/Bridge/Trails... (c) Bridge. (1) Schedule. WRR shall design and construct, or cause the design and construction of, the Bridge and shall exercise reasonable diligence to assure the substantial completion of the Bridge, in accordance with the following schedule: (A) Updated Environmental Site Assessment and all environmental approvals not later than the deadline set forth in Section 2.8(c)(1)(B), below. (B) Execution of Bridge Design Contract no later than the date that is thirty (30) calendar days after the date that the 300 th building permit is issued by the City for development within the Property. (C) Approvable Bridge Plans (defined below) and Engineer s Cost Estimate (defined below) Submitted to the City no later than 180 calendar days after execution of the Bridge design contract. In order to ensure that the Engineer s Cost Estimate is current (and that the Initial Bridge Fiscal Security is also current), WRR shall cause the Engineer s Cost Estimate to be updated and resubmitted to the City to reflect the Engineer s Cost Estimate that is current as of a date that is not earlier than thirty (30) days before the City-approved Bridge Plans are advertised by WRR for bid to qualified construction contractors to construct the Bridge. (D) Posting of Initial Bridge Fiscal Security no later than the date that is twenty (20) calendar days after the date that the 500 th building permit is issued by the City for development within the Property. (E) Issuance of Notice to Proceed for Commencement of Construction no later than the date that is thirty (30) calendar days after the date that Page 15 of 43

16 the 500 th building permit is issued by the City for development within the Property. (F) Substantial Completion no later than the date that is 24 months after the date of issuance of the Notice to Proceed. The City shall track the number of building permits issued for development within the Property and shall promptly make such information available to WRR upon request. In addition, WRR shall promptly provide the City with an affidavit stating that it has provided the City with an updated Engineer s Cost Estimate that is current as of as of a date that is not earlier than thirty (30) days before the Cityapproved Bridge Plans are advertised by WRR for bid to qualified construction contractors to construct the Bridge, executed a contract for the Bridge design (including the date of such contract), a copy of the Notice to Proceed, and a copy of the engineer s certification that construction is substantially complete. LWO and ABG have granted the City a Roadway, Utility, Drainage Easement granting a 135 foot easement to the City for construction of the Bridge and the portion of Water Oak Parkway located in Water Oak North. Upon approval of the Bridge Plans (defined below) the width of the easement may be adjusted to allow for construction of the Bridge and the Roadway. (2) Design. (A) WRR agrees to arrange for a registered professional engineer licensed in the State of Texas to prepare and seal the drawings, plans and specifications for the design, construction and installation of the Bridge (the Bridge Plans ). The Bridge Plans must be consistent with the specifications for Water Oak Parkway shown on Exhibit E-1 of this Agreement (i.e., 4-lane Parkway), and include a sidewalk on one side of the Bridge consistent with the requirements of Section 2.10 of this Agreement, and be sufficiently detailed to be included with final bid documents. WRR also agrees to arrange for a registered professional engineer licensed in the State of Texas to prepare and seal an estimate of costs for the construction and installation of the Bridge in accordance with the Bridge Plans (the Engineer s Cost Estimate ). WRR shall deliver drafts of the Bridge Plans and the Engineer s Cost Estimate to the City no later than the date described in Section 2.8(c)(1)(C) of this Agreement. The City shall promptly provide comments on the original draft and any subsequent drafts after receipt thereof, which approval shall not be unreasonably withheld, conditioned or delayed. If the City disapproves any drafts, the foregoing process shall be repeated until the Bridge Plans are approved. (B)(i) The Bridge Plans shall be prepared in accordance with the guidelines set forth in the following Texas Department of Transportation (TxDOT) manuals (or most current versions), including, without limitation, environmental protection requirements such as erosion controls and site restoration, and the following: Page 16 of 43

17 1. TxDOT Bridge Project Development Manual, September TxDOT LRFD Bridge Design Manual, October TxDOT Geotechnical Manual, December TxDOT Bridge Railing Manual, July TxDOT Standard Specification for Construction and Maintenance of Highways, Streets and Bridges, November TxDOT Bridge Detailing Manual, September 2016 and 7. Other policies and procedures as specified by the City or TxDOT. (ii) As the Bridge is to be located within the Edwards Aquifer Contributing Zone (EACZ), WRR shall prepare, or cause to be prepared, a Water Pollution Prevention Plan (WPAP), which shall be submitted to and approved by the TCEQ prior to commencement of construction. A Storm Water Pollution Prevention Plan (SW3P), geologic assessment and water quality calculations shall also be submitted to the TCEQ for approval. The Bridge Plans shall be in compliance with the updated Edwards Aquifer Technical Guidance Manual on Best Management Practices, RG- 348 (2005) (or most current version). Copies of the WPAP and the SW3P must be submitted to the City simultaneously with submittal to the TCEQ. (iii) WRR shall submit, or cause to be submitted, a Notice of Intent (NOI) to the TCEQ at least 48 hours prior to the commencement of construction, to obtain coverage, on behalf of the City of Georgetown, under Texas Pollutant Discharge Elimination System (TPDES) Construction General Permit TXR by the TCEQ. A copy of the NOI shall be provided to the City and the SW3P shall be incorporated into the construction plans. (3) Bidding. WRR shall competitively bid the construction of the Bridge based on the City-approved Bridge Plans following all state and City rules pertaining to such bidding that are or would be applicable to the City. (4) Construction Contract and Change Orders. WRR shall enter into a contract for the construction of the Bridge in accordance with the terms and conditions of this Agreement and with the approved Bridge Plans. Any and all change orders exceeding $50,000 must be jointly agreed by the City and WRR. If WRR allows work to commence on any change order exceeding $50,000 without receiving City approval, any costs incurred on that change order that are not approved by the City are not eligible for reimbursement from the Master Development Fee account. The City shall have the right at any time to inspect the construction of the Bridge. (5) Initial Payment and Right to Reimbursement. WRR shall initially pay all costs associated with the design and construction of the Bridge. WRR shall make timely payment for all aspects of properly performed engineering, design, and construction work (including inspection fees) and for all materials and services related to the Bridge in accordance with the applicable contracts for such Page 17 of 43

18 work. The City will reimburse WRR for actual, eligible costs directly related to construction of the Bridge from the Master Development Fee funds (defined and described in the First Amendment to the Consent Agreement) and from the Bridge Contribution Payment (defined in the Second Amendment), and from no other sources, up to the total amount of the actual Bridge construction costs subject to the other terms and conditions of the Development Agreement, as amended. If the cumulative amount of the funds in the Master Development Fee account plus the Bridge Contribution Payment exceeds the actual reimbursable construction costs of the Bridge, the City will refund the excess amount to WRR (i) after the City receives a written letter of acceptance from Williamson County confirming that it has performed all final inspections and accepted the Bridge for maintenance, and (ii) after WRR notifies the City that it has remitted all outstanding reimbursement requests and provided the City with evidence that the general contractor and all sub-contractors have been paid in full, including lien releases. In no event shall the amount of the cost reimbursement available to WRR exceed the sum of the amount actually deposited in the Master Development Fee account pursuant to the Consent Agreement and any Bridge Contribution Payments (defined in Article IV herein) actually received by the City from other Developers. The City shall have no obligation to reimburse WRR or to otherwise pay for any work related to the Bridge out of any other funds, or for any amounts in excess or not directly related to the actual construction cost of the Bridge. Any costs related to the Bridge in excess of the sum of the Master Development Fee account balance and any Bridge Contribution Payments received by the City shall be borne solely by WRR. (6) Reimbursement Requests. Except as otherwise stated herein, WRR may make a request for reimbursement ( Reimbursement Request ) from the Master Development Fee account for work completed on the Bridge. WRR shall not submit a Reimbursement Request more frequently than once every ninety (90) calendar days. In order to process reimbursement requests, WRR shall provide the City with information necessary to process a check request, including, but not limited to, a completed IRS Form W9 (Request for Taxpayer Identification Number and Certification) and the City s Vendor Application Form. Each Reimbursement Request shall be submitted to the City s Systems Engineering Director, and shall be accompanied by documentation which clearly describes the completed work on the Bridge for which reimbursement is sought, and evidence of payment or lien waivers for same from all contractors, subcontractors, and suppliers. The Reimbursement Request shall include all information and documents in WRR s possession or under its control as may be reasonably required by the City for proper review and processing of the Reimbursement Request, as well as an updated Engineer s Cost Estimate for the remaining work. The City shall promptly review each Reimbursement Request and respond to WRR within thirty (30) calendar days after receipt thereof. If the City determines that the Reimbursement Request correctly states the amount owing to WRR, the City shall respond by providing WRR with written notice of approval of the Reimbursement Request, and shall remit the approved amount to WRR within thirty (30) calendar days after the date of the notice of approval. If the Page 18 of 43

19 City determines that the Reimbursement Request does not correctly state the amount owing to WRR, the City provide a written notice of discrepancy to WRR, which notice shall include all supporting documentation upon which the notice of discrepancy is based. The City and WRR shall work diligently and in good faith to resolve the discrepancy. Either party may refer the matter to the City Manager for resolution of the dispute. Failure of the City to respond to a Reimbursement Request within thirty (30) calendar days shall not be construed as approval by the City of the Reimbursement Request. During the existence of a Bridge Event of Default, or if WRR is otherwise in default or not in compliance with any provision of this Agreement, the City shall have no obligation to process or pay any Reimbursement Request. (7) Fiscal Security. WRR shall post and maintain an irrevocable letter of credit in favor of the City issued by an issuer acceptable to the City s Finance Director in the amount of 110% of the most current Engineer s Cost Estimate less any amounts actually deposited in the Master Development Fee account and any Bridge Contribution Payments received by the City (the Bridge Fiscal Security ). The Bridge Fiscal Security shall be issued by an issuer having a rating equivalent to the City s minimum acceptable rating established under the City s financial institution rating system then in effect. WRR agrees to post such Bridge Fiscal Security before 5:00 PM CST on the date specified in Section 2.8(c)(1)(D) of this Agreement (and based on an updated Engineer s Cost Estimate approved by the City), and to maintain such Bridge Fiscal Security until Williamson County accepts the Bridge. The form of the Bridge Fiscal Security shall be substantially in the form attached hereto as Exhibit P. (8) Reduction in Bridge Fiscal Security. WRR may request from time to time as work is completed, that the amount of the Bridge Fiscal Security be reduced, but the City shall have no obligation to grant any requests for reduction of the Bridge Fiscal Security. The remaining balance of the Bridge Fiscal Security, if any, shall be released and returned to WRR promptly after completion and the acceptance by Williamson County of the Bridge. (9) Increase in Bridge Fiscal Security. If at any time after posting of the initial Bridge Fiscal Security, the sum of the amount of the Bridge Fiscal Security, the amount actually deposited in the Master Development Fee account, and any Bridge Contribution Payments received by the City becomes less than the most current Engineer s Cost Estimate plus any approved change orders, the City shall so advise WRR in writing, and WRR must remit, within thirty (30) days the date of the City s request, additional or replacement Bridge Fiscal Security in the amount of 110% of the most current Engineer s Cost Estimate less the amount actually deposited in the Master Development Fee account and any Bridge Contribution Payments received by the City. (10) Bridge Events of Default. WRR shall be in default of this Section 2.8 upon the occurrence of one or more of the following events (each, a Bridge Event of Default ) and WRR s failure to cure same within fifteen (15) calendar Page 19 of 43