HomeMy WebLinkAbout01/23/2025 - Regular Minutes - Rock Prairie Management District No. 2ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
MINUTES OF PUBLIC MEETING OF BOARD OF DIRECTORS
January 23, 2025
The Board of Directors (the "Board") of Rock Prairie Management District No. 2 (the
"District") met in special session, open to the public on January 23, 2025, at 4121 State Highway 6
South, College Station, Brazos County, Texas 77845, in accordance with the duly posted notice of
meeting, and the roll was called of the duly constituted members of said Board of Directors, as
follows:
Uri Geva — President
Hays Glover — Vice President
Logan Lee — Assistant Vice President
Mark Lindemulder — Secretary
Samuel "Kit" Kerbel — Assistant Secretary
and all of said persons were present, except Directors Geva and Lee, thus constituting a quorum.
Also present were James Murr of College Station Town Center, Inc. ("CSTC"); Debbie
Drastata, a resident of the District; and Christina Cole of Schwartz, Page & Harding, L.L.P.
("SPH").
The Vice President called the meeting to order and declared same open for such business
as might properly come before it.
Ms. Cole informed the participants that, in accordance with the requirements of the City's
Resolution No. 07-09-15-02 consenting to the creation of the District, the meeting would be
recorded, and requested that participants speak clearly, including when making or seconding a
motion.
PUBLIC COMMENTS
The Board began by opening the meeting for public comments. There were no comments
from members of the public.
DEVELOPER'S REPORT
The Board considered the Developer's Report. Mr. Murr presented a verbal report on the
status of development within the District.
APPROVAL OF AMENDED AND RESTATED UTILITY DEVELOPMENT AGREEMENTS
BETWEEN THE DISTRICT AND (I) COLLEGE STATION TOWN CENTER, INC. AND (II)
COLLEGE STATION DOWNTOWN RESIDENTIAL. LLC
The Board next considered the approval and execution of Amended and Restated Utility
Development Agreements between the District and (i) College Station Town Center, Inc.
("CSTC"), and (ii) College Station Downtown Residential, LLC ("CSDR") relative to water, sewer
and drainage and detention facilities, and road facilities (the "Agreements"), which are attached
hereto as Exhibit A and Exhibit B. Ms. Cole advised the Board of the terms and provision of the
Agreememnts. She then noted that CSTC and CSDR have each filed Texas Ethics Commission
("TEC") Forms 1295 for the Agreements with the TEC and have provided SPH with copies of
same. Following review and discussion on the matter, Director Glover moved to (i) approve and
authorize the Vice President to execute the Agreements, and (ii) accept CSTC and CSDR's TEC
Forms 1295 submitted in connection with the Agreements, and authorize SPH to acknowledge the
District's receipt of same with the TEC. Director Lindemulder seconded said motion, which
unanimously carried.
ACKNOWLEDGMENT OF NOTICE AND INDEMNITY
Ms. Cole then advised the Board that CSDR has executed a collateral assignment of its
utility development agreement proceeds under its Amended and Restated Utility Development
Agreement with the District (the "Collateral Assignment"). Ms. Cole further advised that this
Collateral Assignment replaces the previous one discussed at the January meeting since the
underlying reimbursement agreements were amended and restated pursuant to the Agreements
approved earlier in the meeting. The Board considered the approval and execution of an
Acknowledgment of Notice and Indemnity among CSDR, CSTC, and the District (the
"Acknowledgment"), which is attached hereto as Exhibit C. Following discussion, Director
Glover moved that the Acknowledgment be approved as presented and that the President be
authorized to execute same on behalf of the District. Director Lindemulder seconded the motion,
which unanimously carried.
ATTORNEY'S REPORT
The Board considered the Attorney's Report. Ms. Cole advised the Board that she had
nothing of a legal nature to discuss with the Board that was not already covered under previous
agenda items.
FUTURE AGENDA ITEMS
The Board next considered matters for possible placement on future agendas. There were
no future agenda items to be discussed other than matters previously noted during the meeting.
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ADJOURNMENT
There being no further business to come before the Board, on motion made by Director
Lindemulder, seconded by Director Glover, and unanimously carried, the meeting was adjourned.
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LIST OF ATTACHMENTS
Rock Prairie Management District No. 2
Minutes of Meeting of January 23, 2025
Exhibit A Amended and Restated Utility Development Agreements between the District and
College Station Town Center, Inc.
Exhibit B Amended and Restated Utility Development Agreements between the District and
College Station Downtown Residential, LLC
Exhibit C Acknowledgment and Notice of Indemnity
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Exhibit A
THE SALE, PLEDGE OR TRANSFER OF CERTAIN RIGHTS GRANTED IN THIS
AGREEMENT WITHOUT STRICT COMPLIANCE WITH ARTICLE IV HEREOF
SHALL BE INEFFECTIVE.
AMENDED AND RESTATED
UTILITY DEVELOPMENT AGREEMENT
BY AND BETWEEN
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
AND
COLLEGE STATION TOWN CENTER, INC.
(Water, Sewer and Drainage Facilities; Road Facilities)
THIS AMENDED AND RESTATED UTILITY DEVELOPMENT AGREEMENT (the
"Agreement") is entered into as of January 23, 2025, and effective as of the date set forth in Section
5.10 hereof, by and between ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, located within
Brazos County, Texas, a body politic and corporate and a governmental agency of the State of
Texas, operating under and governed by the provisions of Chapter 3909, Texas Special District
Local Laws Code, and Sections 52 and 52-a of Article III and Section 59 of Article XVI of the
Texas Constitution as amended (the "District"), and COLLEGE STATION TOWN CENTER,
INC., a Texas corporation (the "Developer").
RECITALS
A. The Developer is the owner of and/or intends to develop the Service Area (as defined
herein). The public consumers and land within the Service Area will require water, sewer
and drainage and detention facilities and services, and road facilities from the District in
order for the development to occur. The District was created, organized and exists for the
purposes, among others, of furnishing such facilities and services. The District is desirous
of fulfilling its purposes and accomplishing same through the provision of such facilities
and services to the public consumers and land within the Service Area and is authorized by
applicable law to enter into contracts to accomplish same.
B. The District is empowered and authorized to sell Bonds (as defined herein) to purchase the
goods and pay for the services necessary to construct the Facilities (as defined herein) and
fulfill its purposes as set forth above, however, the District desires that the Facilities be
provided prior to the sale of its Bonds to pay therefor, because the interim growth of taxable
values in the District should make the Bonds saleable upon better terms and will permit the
District to meet more easily debt service requirements on the Bonds, and because it is
anticipated that timely construction of the Facilities will prevent escalation of construction
costs.
C. The Developer desires to purchase the goods and proceed with the construction of the
Facilities prior to the sale by the District of Bonds to pay for same and is willing to provide,
purchase, and/or arrange for the necessary services, personnel, goods, equipment and
administration to design, construct, supervise, inspect, and finance the Facilities or portions
thereof, provided that the District agrees to pay the Developer the Price (as defined herein)
for said goods and services out of proceeds from the future sale of Bonds as set forth herein.
D. The Developer and the District agree that the provisions of this Agreement and the goods
and services to be provided to the District by the Developer hereunder substantially
advance the legitimate interests of the District.
E. The Developer has provided services and paid certain fees and expenses in connection with
the creation of the District, including legal and engineering fees.
F. The Developer will provide funds to the District in order that the District may operate and
maintain the Facilities and pay certain administrative expenses prior to other sufficient
revenues for such purposes becoming available to the District, and the District desires to
evidence its intent to pay the Developer for such funds advanced to the District.
G. The District and the Developer each represent to the other that it may enter into this
Agreement by the Constitution and laws of the State of Texas, particularly, but without
limitation, Section 49.213, Texas Water Code.
AGREEMENT
For and in consideration of the premises which are agreed to be true and correct and which
are made a part of this Agreement, and the mutual promises, covenants, obligations and benefits
of this Agreement, the District and the Developer contract and agree as follows:
ARTICLE I
Definitions: Interpretation
Section 1.1. Definitions. In addition to terms defined elsewhere herein, capitalized terms
in this Agreement shall have meanings as follows:
Bonds. "Bonds" shall mean the bonds of the District to be sold in one or more series to
pay the Price, or applicable portion thereof.
Commission. "Commission" shall mean the Texas Commission on Environmental Quality
or its successors.
Construction Costs. "Construction Costs" shall mean all costs directly related to the
purchase of goods and the provision of services by the Developer, and/or third parties at the
direction and expense of the Developer, and for the benefit of the District for the design,
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development, construction and acquisition of the Facilities paid by the Developer, including but
not limited to:
(a) construction contract amounts, including, without limitation, the costs of goods
required, the costs of construction and related services, incentives as allowed by
law, approved change orders, and amounts related to stormwater management and
pollution controls and wetlands mitigation;
(b) advertisement costs and permitting costs, including, without limitation, federal,
state and/or local stormwater and/or wetlands permits and related costs;
(c) resident construction inspection service as approved by the District;
(d) engineering and consultant fees for permitting, consultation, surveying, studies and
analyses, and design and preparation of plans and specifications of the Facilities,
inspection, and construction supervision and other necessary services;
(e) market study costs, if such a study is required to support the District's Bond
application to the Commission, as and if any such application is required; and
(f)
legal fees related directly to the letting and preparation of construction contracts,
the obtaining of approval from the appropriate governmental agencies for such
construction, or other costs set forth above;
but excluding any sales or use tax paid by the Developer or any contractor or subcontractor from
which the District is exempt with respect to goods incorporated into the Facilities and/or services
related to same.
Creation Costs. "Creation Costs" shall mean all costs directly related to the goods and
services provided by the Developer, and/or third parties at the direction and expense of the
Developer, for creation of the District pursuant to the provisions of Chapter 49 and Chapter 54 of
the Texas Water Code.
Develoner. "Developer" shall mean College Station Town Center, Inc., or its assignee as
provided in Section 5.5 hereof.
District. "District" shall mean Rock Prairie Management District No. 2.
District's Engineer. "District's Engineer" shall mean the engineering firms of Edminster,
Hinshaw, Russ and Associates, Inc. or Schultz Engineering, LLC or the successor of either of said
firms, or any additional engineering firm, duly appointed by the District.
Facilities. "Facilities" shall mean and refer to WS&D Facilities and Road Facilities,
collectively.
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Impact Fees. "Impact Fees" shall mean any impact fees or capital recovery fees or capacity
purchase costs paid by the Developer as a financing service to the District to any governmental
entity (other than the District) for services or facilities in order for the District to serve the Service
Area.
Interest Costs. "Interest Costs" shall mean the interest on moneys paid by the Developer
for Construction Costs, Impact Fees, Site Costs, Creation Costs and Operation Funds, not to exceed
applicable limits under the laws of the State of Texas or the Rules, calculated at a rate equal to the
lesser of (a) the net effective interest rate of the Bonds issued to pay the Price, or applicable portion
thereof, or (b) if the Developer obtained loans (including internal corporate borrowings) for the
purpose of making payment of Construction Costs, Impact Fees, Site Costs, Creation Costs and
Operation Funds, the interest rate actually paid by the Developer on the applicable loan in either
event calculated for the maximum period of time after the final payment by the Developer on
approved Construction Costs or after payment of the Creation Costs, Impact Fees, Site Costs and
Operation Funds in accordance with the Rules (hereinafter defined) to the time of the payment
described in Section 3.5 of this Agreement. If the Developer uses its own funds to pay
Construction Costs, Impact Fees, Site Costs, Creation Costs and Operation Funds and
consequently does not obtain loans for said purpose, Interest Costs shall be calculated on the basis
of (a) above. The parties specifically intend that, with respect to Road Facilities, such calculation
shall be subject to the time limitations provided in the Rules notwithstanding that the Commission
does not exercise jurisdiction over Road Facilities as of the effective date of this Agreement.
Operation Funds. "Operation Funds" shall mean all funds advanced to the District, or paid
directly to the third parties on behalf of the District, by the Developer as a financing service to the
District for payment for goods, services, and other costs of operation, maintenance and
administration of the District and the Facilities.
Price. "Price" shall mean the amount to be paid by the District for the goods provided and
services rendered under this Agreement, which shall be an amount not less than the sum of
(a) the Construction Costs, including increased or diminished amounts due to change
orders, which have been expended by the Developer for work performed at the time
of the payment described in Section 3.5 of this Agreement,
(b) Impact Fees,
(c) Interest Costs,
(d) Site Costs,
(e) Creation Costs, and
(f) Operation Funds,
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limited, however, to only such costs that the Commission allows to be paid and which will not
subject the interest on the Bonds to federal income taxation based upon then applicable laws and
regulations, and subject further to the conditions and limitations set forth in this Agreement.
Road Facilities. "Road Facilities" shall mean roads and improvements in aid of such roads,
related appurtenances, equipment and component parts, including, without limitation, landscaping,
irrigation, and lighting within the road right-of-way, traffic signals and cross -walks, signage,
bridge and culvert crossings, stormwater management and pollution control facilities and systems
and flood plain and wetlands mitigation, necessary in order for the District to provide roads for the
Service Area.
Rules. "Rules" shall mean the rules and regulations of the Commission.
Service Area. "Service Area" shall mean the land described in Exhibit "A" attached hereto,
and any other land owned and/or acquired by Developer for development during the term of this
Agreement to the extent such land is either (a) located within the boundaries of the District, or (b)
annexed into the boundaries of the District by separate agreement between the District and the
Developer or, otherwise, at the sole discretion of the District.
Sites. "Sites" shall mean all necessary easements, rights -of -way, sites, licenses, franchises
and permits required for the District's ownership, operation and/or maintenance of the Facilities.
Site Costs. "Site Costs" shall mean the costs of all necessary easements, rights -of -way and
sites required for the Facilities, including costs of any eminent domain proceedings paid by the
Developer and/or advanced to the District as a financing service pursuant to Section 2.6 hereof, it
being acknowledged by the District that the acquisition of Sites and the services of the Developer
to acquire Sites are necessary pre -requisites to the other goods and services to be provided by the
Developer under this Agreement, including, without limitation, the construction of the Facilities.
WS&D Facilities. "WS&D Facilities" shall mean all waterworks, sanitary sewer and
stormwater drainage and detention facilities and improvements, including capacity or contract
rights in or to any such facilities and improvements, and related appurtenances, equipment and
component parts, including, without limitation, related bridge and culvert crossings, stormwater
management and pollution control facilities and systems and flood plain and wetlands mitigation,
necessary in order for the District to provide water, sanitary sewer and stormwater drainage and
detention services for the Service Area.
Section 1.2: Titles. Headings, and Captions., Exhibits; References. (a) The titles,
heading, and captions appearing in the articles of this Agreement and following each numbered
section of this Agreement are inserted and included solely for convenience and shall never be
considered or given any effect in construing this Agreement, or any provision hereof, or in
connection with the duties, obligations, or liabilities of the respective parties hereto or in
ascertaining intent, if any questions of intent should arise.
(b) The exhibits attached hereto are incorporated as part of this Agreement for all
purposes.
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(c) References to state laws or regulations, including but not limited to references to
the Texas Water Code or to the Rules, shall mean and refer to such state laws or regulations as
amended from time to time hereafter.
Section 1.3: Interpretation of Agreement. (a) This Agreement and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to
sustain the validity of this Agreement.
(b) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa. The word "include", and any of its derivatives, shall be interpreted as language of
example and not of limitation, and shall be deemed to be followed by the words "without
limitation", unless otherwise expressly provided herein.
(c) The parties agree that this Agreement shall not be construed in favor of or against
a party on the basis that the party did or did not author this Agreement.
ARTICLE II
Developer's Responsibilities
Section 2.1. General. At such time as the Developer, in the Developer's sole discretion,
commences with development of the Service Area and the provision of goods and services to the
District hereunder, the Developer will comply with all applicable subdivision regulations or
ordinances of the County of Brazos, Texas (the "County"), and/or the City of College Station,
Texas ("City"), and all applicable terms of the City's consent to the creation of the District. The
Developer shall proceed with the design and construction of the Facilities with due diligence,
which design shall be performed by the District's Engineer. The Developer has previously paid
Creation Costs. The Developer has previously advanced to or paid, on behalf of the District, and
will continue to advance to or pay, on behalf of the District, Operation Funds required by the
District to pay reasonable operation, maintenance and administrative expenses which cannot be
paid by the District out of revenues available from other sources.
Section 2.2. Risk of Loss. As between the Developer and the District, the Developer
shall bear all risk of loss of or damage to the Facilities occurring prior to the time of conveyance
and sale specified in Section 2.10 herein; provided, however, notwithstanding conveyance and sale
of the Facilities to the District, the Developer shall be responsible for (a) repairs required to be
paid by the Developer and/or not allowed to be paid by the District, all in accordance with the
Rules, and (b) any repairs as may additionally be reasonably required by the District or otherwise
required by the Commission prior to the payment of the Price by the District, and (c) with respect
to any of the Facilities to be conveyed to the County and/or City for ownership, operations and
maintenance, any repairs that may be required by the County and/or City as a condition to
acceptance of same for ownership, operations and maintenance. The District shall be authorized
to withhold from the Price any amounts required to perform any such repairs required under this
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Section 2.2 until completion of and payment for same by the Developer. Further, if the Developer
fails to complete any such repairs within ninety (90) days following receipt by the District of the
proceeds from the sale of Bonds issued to pay the Price of the Facilities, the District may perform
and/or complete such repairs and use the funds withheld to pay the costs of same. Such assumption
of risk shall not bar any action by the Developer and/or the District for recovery against third
parties who may be responsible for such loss.
Section 2.3. Plans and Specifications: Change Orders. The Developer will cause the
Facilities to be designed in accordance with sound engineering principles, and the standards and
specifications of the District, the Commission, the County, the City and any other agency having
or hereafter acquiring jurisdiction. The plans and specifications (including equipment and
materials lists) for the Facilities shall be prepared by the District's Engineer and submitted to and
approved by the District prior to the beginning of construction thereof.
No change in the final plans and specifications for the Facilities or the construction contract
shall be effected or permitted except pursuant to written change order approved by the District.
Such change orders shall clearly state changes to be made and the increase or decrease in
Construction Costs effected thereby. No substantial change shall be made without the prior
consent of the Commission, if required by the then applicable Rules of the Commission. It is
understood and agreed that any change orders are subject to the provisions of the Texas Water
Code and the Rules.
Section 2.4. Contract Documents and Bonds: Sales Tax Exemption. Along with the
plans and specifications, the Developer shall submit to the District for approval the form of contract
proposed to be used for all construction and engineering services. Further, the bid documents and
construction contract documents shall be in a form such that they constitute a "separated contract"
pursuant to the laws of the State of Texas and the rules of the Comptroller of Public Accounts of
the State of Texas in order that all tangible goods required to be purchased and incorporated into
the Facilities will be exempt from state sales and use tax. In that regard, the Developer shall obtain
a resale certificate and shall require all contractors and subcontractors to obtain a Texas Limited
Sales, Excise and Use Tax Permit prior to execution of a construction contract for the Facilities.
In addition, the Developer will assure that any services performed hereunder that are subject to
sales and use taxes are exempt from payment of such taxes. The District will issue an exemption
certificate or other appropriate document when and as necessary to assure exemption from such
sales and use taxes. The Developer shall further require all contractors to provide performance
and payment bonds comporting with the requirements of Section 53.201, et seq., Texas Property
Code, naming the Developer as the secured party in order to assure completion and payment. The
Developer shall also require all contractors to comply with any prevailing wage rate scale
heretofore or hereafter adopted by the District pursuant to Chapter 2258, Texas Government Code,
and such requirement and any such prevailing wage rate scale (or a description thereof or link
thereto) shall be included in the construction contract documents. The Developer shall file all
construction plans and specifications, contract documents and supporting engineering data with
respect to the Facilities with the Commission as and if required by the Rules and shall provide
evidence of such filing to the District. The Developer also shall record all construction contracts
and applicable payment and performance bonds in the real property records of the county or
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counties in which the Service Area is located, as and if required pursuant to the provisions of
Chapter 53, Texas Property Code.
Section 2.5. Advertisement for Bids. As a service to the District, the Developer shall
advertise for bids and let construction contracts in accordance with Subchapter I of Chapter 49,
Texas Water Code, and the Rules. In the event that the Developer does not comply with such
provisions, the District may refuse to approve such construction contracts. Upon receipt of bids,
the Developer shall submit same to the District and the District's Engineer together with a
tabulation of the bids for review and approval.
Section 2.6. Construction. The Developer shall provide the necessary services on behalf
of the District to assure that all construction is performed in a good and workmanlike manner and
in accordance with the Rules. All Facilities shall be constructed in Sites dedicated to the public or
other governmental agencies or specifically conveyed and sold to the District by the Developer or
by third parties. The Developer shall, as a service to the District, provide inspection of the
Facilities during construction as is deemed reasonable and necessary by the District's Engineer.
Further, the District's representatives, including the District's Engineer, shall have full access at all
times to the construction by the Developer (or by third parties at the direction and expense and
under the supervision of the Developer) to make inspections thereof as the District deems
necessary. Upon completion of the construction of the Facilities, the Developer shall provide the
District with "as -built" drawings of the Facilities on "mylars." The District's Engineer shall provide
a certificate of completion to the effect that the construction has been completed in accordance
with the plans and specifications as approved by the District and has been approved by all required
regulatory agencies having jurisdiction, which certificate shall be addressed to both the Developer
and the District.
Section 2.7. Water and Sewer Connections to Facilities Constructed by the Developer.
Prior to the conveyance and sale of the WS&D Facilities to the District, as hereinafter described,
the Developer shall prohibit any person, other than the properly authorized agents of the District,
from making taps or connections to the WS&D Facilities constructed as a service to the District
by the Developer. Every public consumer desiring to connect to the WS&D Facilities constructed
by the Developer shall comply with any applicable rules, rate orders, waste orders, and regulations
which have been adopted by the District or other governmental entity with jurisdiction, including
without limitation, the County and the City.
Section 2.8. Street and Road Construction Contracts and Acceptance. In accordance
with the Rules, the Developer shall include in any Service Area street and road construction
contract a provision that places the responsibility on the contractor for repair, cleanup, and
exhumation of manholes, valve boxes, sewer pipe, and all other District facilities damaged and/or
buried as a result of construction of streets and roads. At no cost to the District, except as may
otherwise be agreed by the District under a separate agreement, the Developer shall obtain final
acceptance by the County, the City and/or the Texas Department of Transportation of all public
streets and roadways and, if applicable, related storm sewer facilities within the Service Area and
shall provide written evidence thereof to the District.
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Section 2.9. Records. The Developer shall keep accurate records of both invoices for
and payments of the Price itemizing and separating all costs relative to the Price eligible for
payment by the District as set forth herein, such costs being allocated and determined in accordance
with the Rules. The Developer shall have the burden of establishing such payment and allocation
to the reasonable satisfaction of the District, the Commission, and the District's auditor, if
necessary. The District shall have the right to examine such records at reasonable times and
intervals. The Developer agrees to maintain all records in accordance with the requirements of the
Texas Public Information Act, including Subchapter J thereof relating to contracting information
as defined therein, and the Texas Local Government Records Act and all rules, regulations, policies
and retention schedules adopted thereunder with respect to any records to which said Acts apply.
Section 2.10. Conveyance and Sale by the Developer.
(a) Conveyance and Sale of Facilities. Except as provided hereinbelow, and subject to
the conditions set forth below, immediately following certification of completion of the Facilities
by the District's Engineer, inspection and approval by all regulatory agencies with jurisdiction, and
payment by the Developer, as a financing service to the District, of the applicable Construction
Costs of the Facilities, or applicable portion or component thereof, under the construction contract,
the Developer shall convey and sell the Facilities to the District with full warranties, free and clear
of all liens, claims, encumbrances, options, charges, assessments, restrictions, limitations and
reservations (except for such restrictions, limitations and reservations which restrict the Sites or
Facilities for utility purposes), including liens for ad valorem taxes for the current year and
payments due to construction contractors, laborers and materialmen (the foregoing collectively
herein called "Encumbrances"); provided, however, the District may consent to any conveyance
and sale with such Encumbrances which would not unreasonably interfere with the use by the
District of the Facilities or the Sites. The Developer shall provide proof of title and proof that no
Encumbrances exist as may be reasonably required by the District. The Developer shall be
required to represent and warrant in the conveyance(s) and bill(s) of sale that (1) it has the full
legal right and authority to make the conveyance and sale, (2) it has good and marketable title to
the Facilities, (3) it is not subject to any bylaw, agreement, mortgage, lien, lease, instrument, order,
judgment, decree or other restriction of any kind or character which would prevent the execution
of the conveyance(s) and bill(s) of sale, (4) it is not engaged in or threatened with any legal action
or proceeding, nor is it under any investigation, which would prevent the execution of the
conveyance(s) and bill(s) of sale, and (5) the person executing the conveyance(s) and bill(s) of sale
on behalf of the Developer has full authority to do so without further action of the Developer. The
conveyance and bill of sale shall be substantially in the form attached hereto as Exhibit "B".
(b) Conveyance and Sale of Sites. The Developer shall further convey and sell or cause
to be conveyed and sold to the District all Sites (where such Sites have not been dedicated to the
public or another governmental agency), together with the necessary rights -of -way thereto, where
such Sites are not directly accessible to a dedicated public street. Any such Sites conveyed and
sold to the District in fee simple shall be conveyed and sold by special warranty deed. The Site
Costs shall be included in the Price. The Developer shall also assign in writing all of its rights in
and under any contractors' and materialmen's warranties and guarantees relating to the Facilities.
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(c) Conditions to Acceptance. The District shall be under no obligation to accept
conveyance and sale of the Facilities unless:
(1) the Facilities have been constructed in Sites properly dedicated by recorded plat or
other recorded instrument acceptable to the District in accordance with the plans
and specifications approved by the District and in a good and workmanlike manner;
provided, however, it is understood and agreed that the District reserves the right
to assume any construction contract for the Facilities or any portion of the Facilities
prior to completion thereof;
(2) the District has received sufficient evidence that all Construction Costs (other than
costs of a market study, if required) have been paid in full by the Developer,
including, without limitation, an affidavit of bills paid from the construction
contractor, and that no Encumbrances exist on or will exist on the Facilities; and
(3) the Commission has approved the terms and conditions of the conveyance and sale,
as and if required.
(d) Exceptions. The parties acknowledge that, pursuant to that certain Utility and Road
Agreement dated February 17, 2015 between the District and the City (the "Utility Agreement"),
as the Facilities are completed in accordance with the terms and conditions of the Utility
Agreement, they will be conveyed to, or at the direction of, the City for ownership, operation and
maintenance.
(e) Payment Obligation Survives Conveyance. Notwithstanding the conveyance and
sale of the Facilities by the Developer, the District shall remain obligated to pay the Price in
accordance with the terms of this Agreement and nothing herein shall be construed as consent by
the Developer to conveyance and sale to the District of the Facilities without adequate
compensation in the form of payment of the Price.
ARTICLE III
Payment of the Price
Section 3.1. Payment of the Price. Subject to the conditions and limitations hereafter
defined and set forth in this Article III and other conditions and limitations set forth elsewhere in
this Agreement, the providing of the goods and services by the Developer under this Agreement
including, without limitation, the construction and repair of the Facilities as heretofore provided,
and the conveyance and sale of the Facilities to the District as heretofore provided, the District
shall be obligated to pay the Price to the Developer. The Developer and the District understand
and agree that the total Price paid by the District shall be the maximum Price allowable under the
laws of the State of Texas and, if applicable or made applicable under the terms of this Agreement,
the Rules, subject, however, to any applicable orders of the Commission relating to whether any
component cost of the Price is not eligible for payment. The Developer and the District understand
and agree that such total Price will be paid only to the extent that such amounts are legally available
for such purpose, and the District agrees to pay the Price to the Developer based upon an
10
760086v1
independent audit performed at the District's expense of the records required to be maintained
under Section 2.9 above, with said audit to be performed in accordance with the Rules and in
accordance with the applicable standards of the American Institute of Certified Public
Accountants. The parties hereto specifically agree that the amount of the Price shall not be
diminished by any action or failure to act by the District which attempts to restrict or limit said
payment, or any component cost therein, to an amount which is less than is required or allowed by
the Rules or orders of the Commission, subject, however, to the provisions of Section 3.3 below.
Section 3.2. Use of Sites. The Developer shall have the right to use all Sites presently
held by the District for the benefit of the Service Area in the performance of its obligations
hereunder, provided said use shall not unreasonably interfere with or prevent the District's use of
said Sites.
Section 3.3. Conditions. The District shall use its reasonable good faith efforts to
authorize, issue, sell and deliver the Bonds in accordance with the terms of this Agreement,
provided that, notwithstanding any provision herein to the contrary, the District shall be under no
obligation to pay the Price unless:
(a) the Facilities have been conveyed and sold in accordance with Section 2.10 of this
Agreement;
(b) the Commission has inspected the Facilities, as and if required by then applicable
Rules, and has approved the terms and conditions of the payment of the Price;
(c) the Developer has performed all testing, cleaning and/or repairs required pursuant
to the provisions of Section 2.2 of this Agreement and any applicable Rules and/or
orders of the Commission, the costs of which may be repaid by the District if
allowed by the Commission and approved by the District;
(d) the conditions set forth in Section 3.1 have been satisfied;
(e) with respect only to any taxes levied or otherwise imposed by the District, the
District and the Developer (or the Developer's predecessor in title) and any holders
of a lien on the land in the District owned by the Developer (or the Developer's
predecessor in title) have entered into an agreement whereby there is a waiver of
the right to claim agricultural, open space, wildlife management, timberland, or
inventory valuations for any land, homes or buildings owned by the Developer (or
the Developer's predecessor in title) within the District, in accordance with the
Rules;
(f) all obligations and requirements as set forth in the Rules, specifically including, but
not limited to, those requirements with respect to economic feasibility, shall have
been fully performed and satisfied;
(g)
760086v1
the voters of the District have duly authorized the issuance of the Bonds in an
amount sufficient to pay the Price or a mutually agreed upon portion thereof, if and
11
to the extent the Bonds will be payable in whole or in part from ad valorem taxes
levied by the District;
(h) the Developer has provided all information reasonably required by the District's
disclosure counsel in connection with issuance of Bonds and has complied with all
applicable requirements of Rule 15c2-12 (or any successor rule) of the Securities
and Exchange Commission regarding continuing disclosure of information
(including material events as defined in said Rule 15c2-12) in connection with the
issuance of Bonds, including, without limitation, the execution of an agreement
with the District with respect to the providing of such information as and if required
by the District;
(i)
the Developer (together with any assignee, pursuant to an assignment under Article
IV below), as and if requested by the District's bond counsel in connection with the
issuance of Bonds, has timely executed and delivered (1) a "standing letter" or other
certification evidencing compliance with Sections 2252.152, 2271.002, 2274.002,
and 2276.002, Texas Government Code, in a form substantially similar to that set
forth under Exhibit "C" or as otherwise required by the Attorney General of the
State of Texas at the time of the request, or (2) a certificate evidencing compliance
with Section 2252.152, Texas Government Code, and the inapplicability of
Sections 2271.002, 2274.002, and 2276.002, Texas Government Code, to this
Agreement (and any assignment under Article IV below), in a form specified by
the District's bond counsel or otherwise required by the Attorney General of the
State of Texas at the time of the request;
(j) the Developer (together with any assignee, pursuant to an assignment under Article
IV below) has executed and delivered a receipt to the District in form satisfactory
to the District in which the Developer (and/or any such assignee) represents and
warrants that it (or the assignee, if applicable) is entitled to receive the Price (or
applicable portion thereof) and no other person or entity is entitled to or has a claim
to same.
Notwithstanding any provisions to the contrary in this Agreement, the District shall be
under no obligation to pay the Price with respect to any portion of the Service Area (and/or
improvements constructed therein) which is, as of the date hereof, or becomes, after the date hereof
and prior to payment of the Price, or applicable portion thereof, exempt from the levy and/or
collection of ad valorem taxes by the District. If only a portion of the Service Area (and/or
improvements constructed therein) becomes exempt as set forth above, the District, upon the
advice of its engineer, shall determine, in its sole discretion, the portion of the Price allocated to
the exempt area which shall not be subject to payment by the District to the Developer. This
paragraph shall apply notwithstanding that the Developer is not the end -user of the exempt portion
of the Service Area unless the Developer causes said end -user to pay the fees and charges due the
District from tax exempt entities (including tap fees) in accordance with the District's Rate Order
and all costs of drainage facilities or portions thereof attributable to the portion of the Service Area
that becomes exempt as set forth above.
12
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Section 3.4. Sale of Bonds. The District will be under no obligation to pay the Price (or
portion thereof) to the Developer until the District has obtained the approving opinion of the
Attorney General of the State of Texas with respect to the issuance of Bonds and delivered, closed
and otherwise consummated the sale of the Bonds in an amount sufficient to pay the Price or a
mutually agreed upon portion thereof. The District covenants that it will, subject to the provisions
of Sections 3.1 and 3.3 and other conditions and limitations set forth in this Agreement, exercise
its best efforts to sell the Bonds immediately upon satisfaction of the conditions set forth in Section
3.3; provided, however, it is understood and agreed that the District may delay the sale of the
Bonds in the event its financial advisor determines that the Bonds would be unmarketable or that
the District would be required to pay a substantially higher interest rate than that used in the
District's application to the Commission for approval of the Bonds; and further provided, however,
it is understood and agreed that in no event shall the District be obligated to pursue any sale of
Bonds in an amount less than $1,000,000, unless the sale is the last installment of Bonds to be sold
by the District for payment to developers. It is understood and agreed that no provision of this
Agreement shall prohibit the District from issuing notes or making other financial arrangements
in order to purchase or construct the Facilities or to pay the Price. The District agrees to cooperate
with the Developer to obtain a rating of the Bonds and/or bond insurance if determined feasible by
the District's financial advisor.
Section 3.5. Time of Payment of the Price. Subject to the conditions in Section 3.3 of
this Article and any other conditions to and limitations on payment set forth in this Agreement,
and subject to receipt by the District (or its auditor, as the case may be) of the records required by
Section 2.9 above for the audit of the Price to be paid, and subject to receipt and approval by the
District of said audit, and subject to receipt by the District of Commission approval based upon its
inspection of the Facilities as and if required, the payment of the Price shall be made within thirty
(30) days after receipt by the District of the funds from the sale of the Bonds or as soon thereafter
as possible following receipt (and approval, as applicable) of said items; provided, however, the
District may, at its sole option, pay same at an earlier time.
Section 3.6. Representations by Developer. The Developer represents and covenants
that:
(a) This Agreement, the transactions contemplated herein, and the execution and
delivery of this Agreement have been duly authorized by the Developer;
(b) This Agreement, and the representations and covenants contained herein, and the
consummation of the transactions contemplated herein, will not violate or
constitute a breach of any contract or other agreement to which the Developer is a
party; and
(c) The Developer has made or will make sufficient financial arrangements to assure
its ability to provide funds to pay all costs associated with the goods and services
to be provided by the Developer to the District hereunder including, without
limitation, for the acquisition of goods and the construction of the Facilities and the
financing of Operation Funds.
13
760086v1
Section 3.7. Representations by the District. The District represents and covenants that
it will use its best efforts to:
(a) If sufficient Bonds to pay all of the Price have not heretofore been authorized by
voters within the District, call and hold an election or elections to seek voter
approval of an amount of Bonds to pay said Price; provided, however, in no event
shall the District be obligated or in any way required to call and hold more than two
(2) elections for said purpose;
(b) Apply for and obtain the approval of the Commission of the completed Facilities
and for the issuance and sale of the Bonds, as and if required and subject to the
terms, conditions and limitations set forth herein;
(c) Market the Bonds, subject to the terms, conditions and limitations set forth herein,
in the manner contemplated hereby; and
(d) Apply for and obtain the approval of the Attorney General of the State of Texas of
the Bonds, as and if sold.
Section 3.8. Survival of Representations. All representations, warranties and
agreements of the District and the Developer shall survive the conveyance and sale of the Facilities
and payment of the Price.
Section 3.9. Service to Service Area. When the District accepts conveyance and sale of
any Facilities required by Section 2.10 to be conveyed and sold to the District, the District shall
have and enjoy complete ownership of such Facilities and the Developer shall have no further
rights with respect to such Facilities except for payment of the Price. The District shall provide
facilities and services to public consumers and land within the Service Area on the same terms and
conditions as it provides services to other similar public consumers and land within the District.
Subject to the provisions of Section 2.2 and Section 3.10, the District shall maintain such Facilities
after conveyance and sale. Nothing in this provision shall be construed to relieve the Developer
of its obligation to provide Operation Funds to the District as and if required by this Agreement.
Section 3.10. Duty to Cure. The Developer shall assign to the District all its rights under
the performance and payment bonds required to be obtained by the contractors and, as provided in
Section 2.10, all contractors' and materialmen's warranties and guarantees running to it with
respect to the construction of any Facilities required to be conveyed and sold to the District under
Section 2.10. The Developer agrees, upon the District's request, to act on behalf of or together
with the District in any action to be taken by the District for correction of any construction or
engineering defects in such Facilities or satisfying any claim for goods, labor, and materials if the
District cannot act directly and to assist the District if requested in any action taken directly by the
District. The Developer hereby agrees that any such action taken by the Developer shall be
performed diligently and expeditiously and as a service to the District. The Developer's duties
under this Section shall be in addition to its duties under Section 2.2 of this Agreement.
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760086v1
Section 3.11. Waiver of Governmental Immunitv: Remedies. The District and the
Developer agree that this Agreement constitutes a written agreement stating all the essential terms
for the provision of goods and services to the District and is subject to the provisions of the
Subchapter I of Chapter 271, Texas Local Government Code, and any successor statute(s), as and
if in effect. In accordance with Sections 271.152 and 271.153 thereof, to the extent limited,
however, by the provisions thereof, the District hereby waives any constitutional, statutory or
common law right to sovereign or governmental immunity from liability or suit and expressly
consents to be sued and liable to the extent necessary for the Developer to enforce this Agreement,
but only as to the Developer and this Agreement.
In the event of default by the Developer in any of its obligations hereunder (and which
default continues for thirty (30) days after receipt of written notice by the Developer), the District
shall have the option, but not the obligation, to assume the Developer's interest in outstanding
construction contracts and complete the construction of the Facilities and to assume the
Developer's obligation for the providing of any other goods or the performance of any other
services hereunder.
Further, in enforcing the performance of the provisions of this Agreement, but subject to
the above, each party shall have the right to the exercise of all remedies provided at law or in
equity, including particularly, but without limitation, the right to obtain a writ of mandamus
requiring the other party to perform its obligations hereunder. No waiver of any breach or default
of any provision of this Agreement shall be deemed a waiver of any subsequent waiver or default.
If either party hereto is the prevailing party in any legal proceedings against the other
brought under this Agreement, such prevailing party shall additionally be entitled to recover court
costs and reasonable and necessary attorney's fees from the non -prevailing party to such
proceedings.
ARTICLE IV
Assignment of District Proceeds
Section 4.1. Procedure. Neither Developer nor Developer's legal representatives or
successors in interest, by operation of law or otherwise shall directly or indirectly, voluntarily or by
operation of law, sell, assign, encumber, pledge, or otherwise transfer or hypothecate (herein called
an "Assignment") Developer's rights to the Price or any other sum or portions thereof due it or to
become due it from the District or the Developer's contract right to any such sums arising out of and
by virtue of this Agreement without strictly complying with the notice procedure set forth
hereinbelow.
Section 4.2. Conditional Permitted Assignment. Developer shall have the right to (i)
assign or pledge all or a portion of the Developer's contract right to any sum due or to become due
under this Agreement to aid and assist Developer in the financing of its acquisition of the real estate
comprising the Service Area and/or the goods to be acquired by the Developer hereunder and/or its
services to be performed hereunder or for any other purpose deemed appropriate by the Developer,
and (ii) assign (either outright or by operation of law) all or a portion of any sum due or to become
15
760086v1
due under this Agreement to a subsequent owner of the Service Area or another third party; provided,
however, that any such Assignment shall be effective as to the District only upon strict compliance
with and completion of each of the following terms and conditions:
(a) The recording of the Assignment for public notice purposes in the Official Public
Records of Real Property of the county (or counties) in which the Facilities are
located; and
(b)
The delivery of written notice of such Assignment to the District, which notice shall
be accompanied by (1) a copy of the recorded Assignment, and (2) a "standing letter"
or other certification duly executed by the assignee evidencing compliance with (i)
Sections 2252.152, 2271.002, 2274.002, and 2276.002, Texas Government Code,
in a form substantially similar to that set forth under Exhibit "C" or as otherwise
required by the Attorney General of the State of Texas at the time of the
Assignment, or (ii) a certificate duly executed by the assignee evidencing
compliance with Section 2252.152, Texas Government Code, and the
inapplicability of Sections 2271.002, 2274.002, and 2276.002, Texas Government
Code, to the Assignment, in a form specified by the District's bond counsel or as
otherwise required by the Attorney General of the State of Texas at the time of the
Assignment.
Section 4.3. Confirmation of Notice: Reliance. The District shall issue written
confirmation to the Developer and its assignees of receipt of any notice of Assignment provided under
Section 4.2. Except for such confirmation of receipt, the District shall not be obligated to provide any
further documentation (e.g, estoppel certificates, agreements, etc.) to Developer or its assignee in
connection with the Assignment but may do so in the District's sole discretion. The District shall be
entitled to pay any sums due or to become due under this Agreement in accordance with the most
recent Assignment with respect to which the District has been provided notice as required hereunder,
and the District's records with respect thereto shall be deemed conclusively correct. The District shall
not be required to pay any sums due or to become due under this Agreement unless the party claiming
such right to receive such sums can prove to the satisfaction of the District compliance with these
requirements, and such party's rights thereto.
Section 4.4. Richt to Interplead. In the event that any controversy or uncertainty should
arise with respect to rights to any sum due or to become due under this Agreement, the District shall
have the right, at its sole and absolute discretion, to institute a bill of interpleader in any court of
competent jurisdiction to determine the rights of the parties.
Section 4.5. No Waiver. The District's acknowledgment of notice of any Assignment
hereunder shall not be deemed a waiver of the District's rights hereunder or the requirements of this
Article IV with respect to any subsequent Assignments, and the parties hereto acknowledge and agree
that any subsequent Assignments shall be subject to all of the terms hereof.
16
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ARTICLE V
Miscellaneous
Section 5.I. Liability of District. The District shall not be liable to any contractor,
engineer, attorney or materialmen employed or contracted with by the Developer, unless the
District assumes the construction contract(s) as provided in Section 3.11. The District shall have
no liability to Developer, except in accordance with the terms hereof.
Section 5.2. Force Maieure. If either party hereto is rendered unable, wholly or in part,
by force majeure to carry out any of its obligations under this Agreement, except the obligation to
pay money unless said force majeure is such that the District cannot market its bonds or access
other funds legally available and approved by the District to make payments under this Agreement,
then the obligations of such party, to the extent that due diligence is being used to resume
performance at the earliest practicable time, shall be suspended during the continuance of any
inability so caused to the extent provided but for no longer period. Such cause, as far as possible,
shall be remedied with all reasonable diligence. The term "force majeure", as used herein, shall
include, without limitation of the generality thereof, (i) 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 of the State of Texas or any civil or military authority, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts,
arrests, restraint of government and people, civil disturbances, explosions, economic collapse, and
(ii) breakage or accidents to machinery, pipelines or canals, partial or entire failure of necessary
public utilities and (iii) any other inabilities of either party, whether similar to those enumerated
or otherwise, which are not within the control of the party claiming such inability and which such
party could not have avoided by the exercise of due diligence and care. It is understood and agreed
that the settlement of strikes and lockouts shall be entirely within the discretion of the party hereto
having the difficulty, and that the above requirement that any force majeure shall be remedied with
all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the
demand of the opposing third party or parties when such settlement is unfavorable to it in the
judgment of the party hereto having the difficulty.
Section 5.3. Modification. This Agreement shall be subject to change or modification
only with the mutual written consent of the Developer and the District.
Section 5.4. Term. Except as otherwise specifically provided herein, this Agreement
shall be in force and effect until the earlier of (a) January 23, 2040, or (b) the date upon which all
of the following have occurred: the Developer has conveyed and sold the Facilities to the District,
the District has paid the Price, and the requirement of Section 2.8 with respect to acceptance of
streets and/or storm sewers has been satisfied. Notwithstanding the foregoing, the requirement of
Section 2.8 with respect to acceptance of streets and/or storm sewers shall survive any such
termination and remain an obligation of the Developer for an additional fifteen (15) years.
Notwithstanding termination of this Agreement as set forth above, Developer shall be entitled to
(a) complete the purchase of goods and performance of its services related to the construction of
any Facilities approved by the District as of the date of such termination, (b) be paid the Price
17
760086v1
related thereto in accordance with the terms of this Agreement, and (c) be paid any other portions
of the Price accrued but unpaid at the date of such termination.
Section 5.5. Assignability. This Agreement shall bind and benefit District and its legal
successors and Developer and its legal successors, but shall not otherwise be assignable, in whole
or in part (except as provided in Article IV with respect to the Price to be paid hereunder), by either
party except by supplementary written agreements between the parties. The District understands
and acknowledges that Developer may sell all or a portion of the Service Area to another party and
agrees to cooperate with Developer in connection with the assignment or partial assignment of this
Agreement or the preparation of a similar agreement with such party, provided such agreement
shall be subject to and contain substantially the same terms and conditions as set forth herein unless
otherwise agreed to by the District. If the City dissolves the District in its entirety and such city
assumes the obligations of the District, this Agreement shall remain in full force and effect and
such city shall be entitled to the benefits of the District hereunder and shall be required to assume
the obligations of the District hereunder, including the obligation to pay the Price hereunder.
Section 5.6. Approval by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by either party, the parties agree that such approval or
consent shall not be unreasonably withheld, conditioned or delayed. In the absence of notice to
the contrary, approval by the District is satisfactory if executed by the President of the Board of
Directors of the District and approval by the Developer is satisfactory if an appropriate certificate
is executed by a person, firm or entity authorized to determine and give approval or consent. Such
approval or consent shall be effective without regard to whether given before or after the time
required herein.
Section 5.7. Statutory Representations and Verifications. For purposes of this Section
5.7, the term "affiliate" means any entity that controls, is controlled by, or is under common control
with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405 and exists to make
a profit.
(a) Foreign Terrorist Organizations. Pursuant to Chapter 2252, Texas Government
Code, Developer represents and certifies that, at the time of execution of this Agreement neither
the Developer, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or
affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under
Sections 2270.0201 or 2252.153, Texas Government Code.
(b) No Boycott of Israel. As required by Chapter 2271, Texas Government Code,
Developer hereby verifies that Developer, including any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not
boycott Israel through the term of this Agreement. The term "boycott Israel" has the meaning
assigned to such term in Section 808.001, Texas Government Code.
(c) No Firearms Discrimination. As required by Section 2274.002, Texas Government
Code, Developer hereby verifies that Developer, including any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the same, (i) does not have a practice, policy,
guidance or directive that discriminates against a firearm entity or firearm trade association, and
18
760086v1
(ii) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or
firearm trade association" shall have the meaning assigned to such term in Section 2274.001(3),
Texas Government Code.
(d) Lonestar Infrastructure Protection Act. For purposes of Section 2275,0102, Texas
Government Code, and to the extent this Agreement grants to Developer direct or remote access
to the control of critical infrastructure, excluding access specifically allowed for product warranty
and support, Developer verifies that neither Developer, including any wholly owned subsidiary,
majority -owned subsidiary, parent company or affiliate of the same, nor any of its sub -contractors
are: (i) owned or controlled by (a) individuals who are citizens of China, Iran, North Korea, Russia
or a designated country; or (b) a company or other entity, including a governmental entity, that is
owned or controlled by citizens of or is directly controlled by the government of China, Iran, North
Korea, Russia, or a designated country; or (ii) headquartered in China, Iran, North Korea, Russia
or a designated country. The term "designated country" means a country designated by the
Governor as a threat to critical infrastructure under Section 2275.0103, Texas Government Code.
The term "critical infrastructure" shall have the meaning assigned to such term in Section
2275.0101, Texas Government Code.
(e) No Boycott of Energy Companies. As required by 2276.002, Texas Government
Code, Developer hereby verifies that Developer, including any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the same, does not boycott energy companies,
and will not boycott energy companies during the term of this Agreement. As used in the foregoing
verification, "boycott energy companies" shall have the meaning assigned to the term "boycott
energy company" in Section 809.001, Texas Government Code.
(f) Liability for Breach. Without limiting the generality of Section 3.8 hereof, and
notwithstanding anything herein to the contrary, liability for breach of the representations and
verifications made under this Section 5.7 shall survive termination of this Agreement until barred
by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any
provision hereof.
Section 5.8. Applicable Law: Venue. This Agreement shall be governed by the laws of
the State of Texas and venue shall be in Brazos County, Texas.
Section 5.9. Severability. If any provision or application of this Agreement shall be held
illegal, invalid, or unenforceable by any court, the invalidity of such provision or application shall
not affect or impair any of the remaining provisions and applications hereof.
Section 5.10. Termination of Prior Agreements. The District and the Developer hereby
agree that the (i) Utility Development Agreement (Water, Sanitary Sewer and Drainage
Improvements) dated effective August 18, 2015, entered into by and between the District and the
Developer, as amended effective February 15, 2018 (the "WSD Agreement"), and (ii) Utility
Development Agreement (Road Facilities) dated effective August 18, 2015, entered into by and
between the District and the Developer, as amended effective February 15, 2018 (the "Road
Agreement"; together with the WSD Agreement are collectively referred to herein as, the "Prior
Agreements") are hereby amended and restated in their entirety and that this Agreement is entered
19
760086v1
into in substitution for the Prior Agreements. Accordingly, this Agreement shall be retroactively
effective as of August 18, 2015.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written herein and effective as of the date set forth in Section 5.10 hereof in multiple
counterparts, each of which shall be deemed to be an original and all of which shall constitute and
be one and the same instrument, and the signature pages of which may be removed and aggregated
to form one Agreement reflecting execution by both parties.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
20
760086v1
ROCK PRAIRIE MANAGEMENT
DiSTRI 4O. 2
By:
THE STATE OF TEXAS
COUNTY OF BRAZOS
Vice -President, Board o'trectors
This instrument was acknowledged before me on this 23rd day of January, 2025, by Hays
Glover, Vice President of the Board of Directors of Rock Prairie Management District No. 2, a
political subdivision of the State of Texas, on behalf of said political subdivision.
(SEAL)
760086v1
_:ti¢n+_?u$ •. SABRINA D JOHNSTON
z z c Notary Public, State of Texas
.• Nw.� .,
Comm Expires 01-07-2028
'Teaf+ Notary ID 132302220
21
otary Public in and for the
State of T E X A S
COLLEGE STATION TOWN CENTER,
INC., a Texas corporation
By:
THE STATE OF TEXAS
COUNTY OF BRAZOS
James. G. Murr, Director
This instrument was acknowledged before me on this q day of
2025, by James Murr, Director of College Station Town Center, Inc., a Texas corporation,
behalf of said corporation.
ONIP 41i CYNTHIA A. ROBINSON
zx;' n$Notary Public, State of Texas
."?; �:��Comm. Explres 01-03-2028
'�� Notary ID 132299038
taLAL)
41;tV i t
Notary Public in and for
the State ofTEXAS
TEXAS ETIIICS COMMISSION FORM 1295 COMPLIANCE
UNDER SECTION 2252.908, TEXAS GOVERNMENT CODE, A GOVERNMENTAL ENTITY MAY NOT ENTER INTO
CERTAIN CONTRACTS WITH A BUSINESS ENTITY UNLESS THE BUSINESS ENTITY SUBMITS A DISCLOSURE OF
INTERESTED PARTIES FORM (A "FORM 1295") TO THE GOVERNMENTAL ENTITY AT THE TIME THE BUSINESS
ENTITY SUBMITS THE SIGNED CONTRACT TO THE GOVERNMENTAL ENTITY. BY EXECUTION OF THIS
AGREEMENT ABOVE AND BELOW, THE BUSINESS ENTITY REPRESENTS AND WARRANTS TO THE DISTRICT
THAT IT (CHECK THE APPROPRIATE BOX):
❑ IS A PUBLICLY TRADED BUSINESS ENTITY, OR A WHOLLY OWNED SUBSIDIARY OF A
PUBLICLY TRADED BUSINESS ENTITY, AND A FORM 1295 IS NOT REQUIRED TO BE
SUBMITTED TO THE DISTRICT PURSUANT TO SECTION 2252.908(C)(4), TEXAS
GOVERNMENT CODE; OR
ll SUBMITTED THE ATTACHED AND FOLLOWING FORM 1295 TO THE DISTRICT ON
January 23 , 2025, WHICH IS THE TIME BUSINESS ENTITY SUBMITTED THE SIGNED
AGREEMENT TO THE DISTRICT.
760086v1
22
REPRESENTATIVE OF BUSINESS I•NTITY
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
College Station Town Center Inc.
College Station, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Rock Prairie Management District No. 2
FORM 1295
1of1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2025-1260554
Date Filed:
01/24/2025
Date Acknowledged:
01/28/2025
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
01232025
Infrastructure
4
Murr, James
Durham, John
Name of Interested Party City, State, Country (place of business)
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is SCI+4.S t/'fa
My address is
(street)
declare under penalty of perjury that the foregoing is true and correct.
Executed in
Nature of interest
(check applicable)
Controlling Intermediary
College Station, TX United States X
Port Aransas, TX United States X
Comity, State of
and my date of birth is
3/,//979
, 77flcr ,
(zip code) (country)
, on the 23day of Z4.'44° , 20 al":
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission
www.ethics.state. tx.us
Version V4.1.0.5dd2ace2
EXHIBIT 11A"
METES AND BOUNDS DESCRIPI'ION
OF'A
231.97 ACRE TRACT
THHOMAS CARUTIERS LEAGUE, A-9
COLLEGE STATION, BRAZOS COUNTY, TEXAS
METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR. PARCEL O)7 LAND LYING AND
BEING SITUATED INT ETHOMASCARUTHERSLE GUE,AESTRACTNO.9,COLLBGSTATIOON,BRAZOS
COUNTY, TEXAS. SAID TRACT BEING TIER REMAINDER OF A CALLED 341.06 ACRE TRACT OF LAID AS
DESCRIBED &YADEED TO WILT1S S. RTICHEYRECORDBD IN VOLUME 1160, PAGE 777 OF THE OFFICIAL
PUBLIC RECORDS OFBRAZOS COONTiC, TEXAS AND THBRFIl4DRR OFA CALLED 11 ACRE TRACT OF
LAND AS DESCRIBED BY A DEED TO WILLIS S. RUTCBEYRECORDFD IN VOLUME 260, PAGE 466 OF THE
DEED RECORDS OF BRAZOS COUNTY, TEXAS.
SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A'ri INCH IRON ROD SET ON THE SOUTH LINE OF ROCK FRAME ROM) MST (R.O.W.
VARIBS)MARKING TEE NORT 3EAST CORNER OF TEE REMAINDER OF A CALLED 10 846 ACRE TRACT OF
LAND AS DESCRIBED AS BYA DEED TO 70 ANN ATK NS RECORDED IN VOLUME 267, PAGE 483 OF THE
DEED RECORDS OFBRAZOS COUNTY, TE,XAS.FOREEFERENCE, A Y2INCH IRONROD FOUND BEARS: S 13°
49' 13" W FORA DISTANCE OF 1.02 LEST;
THENCE: ALONG TEE SOUTHI.1NEOFROCK PRAIRIE ROAD EAST FOR TEE FOLLOWING CALLS:
S 86° 2T 34° E, AT 300.64 FEET PASS THE COMMON LINE OF SAID REMAINDER OF 341.06 ACRE
TRACT AND SAID REMAINDER OF 11 ACRE TRACT (FROM WHICH A 34 INCH IRON ROD FOUND
BEARS:S00°37'23"EFORADISTANUEOF1.09FBET),CONTINUEONFORATOTALDISTA CE OF
- - _.. - 603:261E13T (DE 1) CALL S-8652-272 341113---603.27 FEET TO A 341NCH IRON ROD SEWTHIS-LINE---.— • --
USED FOR BEARING ORIENTATIONEONORING TTIERIGEIT-OF-WAYBEARIG AS SHOWNINTHB
DEED RECORDED IN VOLUME 10437, PAGE 79 OF TEE OFFICIAL PUBLIC RECORDS OF BRAZOS
COUNTY, TEXAS). FOR REFERENCE, A Y: INCH IRON ROD FOUND BEARS: S 04° 14' 47" W FOR A
DISTANCE OF 1.00 FEET;
S 85° 01' 50" E FOR A DISTANCE OF 17.26.55 FEET (DEED CALL: S 85° 02' 05" B-12,26.41 FEET,
10437/65)TO A% INCB1RONRODSET. FORItEFERENc A34INCHIRONROD FOUND BEARS: S 05°
17' 18" W FORA DISTANCE OF 1.00 FEET;
S 84° 23' 35° EFORADISTANCE OF 70.89 FEU (DEED CALL: S 84° Z3' 02" E-70.75 Fish 1,10437/65)TO
A 54]NCH1RANROD SET ONTHE COMMON LINE OF SAID REMAINDER OF 341.06 ACRE TRACT AND
SAID REMAT DW& PF 11ACERTRACT. FOR REPERE,NCL, A3/8INCH IRONRODPOUND MARKING -
TEE SOUTHEAST CORNER OF SAID REMAINDER OF 11 ACRE TRACTBEARS: S 00° 40' 34" E FORA
DISTANCE OF 268.14 FEET;
N 00° 40' 34" W FOR ADISTANCE OF 1.51 FEET TO A 34INCIDRON ROD SET;
S 84° 23' 35" E FOR ADISTANCE OF 543.05 FEET (DEED CALL: S 84° 23' 02"E--543.I0FEET,10437/79)
TO A Y:INCH IRON ROD SET, FOR R FER t'3'CE A % INCH IRON ROD FOUND BEARS: S 06° 46' 24" W
FORA DISTANCE OF 2.50 MET;
S 82° 03'38" EFOR.ADISTANCE OF 19536 FEET (DEED CALL: 382' 02' 02" E-195.35 FEE'T,10437/79)
TO A Yr INCH IRON ROD SET ON THE WEST LINE OF LOT 1, ROCK PRAIRIE BAPTIST CHURCH
ACCORDING TO TEE PLAT RECORDED IN VOLUME 7312, PAGE 207 OF THE OFFICIAL PUBLIC
RECORDS OF BRAZOS COUNTY, TEXAS. FORREFERENCE, A 14INCH3RONROD FOUND MARKING
Page 1 of 7
TIDE NORTHWEST CORNER OF SAID LOT 1 BEARS: N 07° 35' 00" E FORA DISTANCE OF 7.64 PM;
TSILNCE: S 07° 58' 42" W ALONG THE WEST LAB OP SAID LOT 1,AT 150MKT PASS A' INCH IRON ROD
FOUND, CONTINUE ON FORA TOTALDISTANCE OF 528.64 FEET (PLAT CALL: S 07° 57' 58" W-586.27 FEET,
7312✓207) TO 14INCH IRON ROD SET MARKING TI3 E Svc) i iwJr$T CORNER OF SAID LOT 1;
x arr.t.: S 82° 01' 39" E ALONG THE SOUTHLINB OF SAJO LOT 1 FOR ADISTANCE OP 698.85 FEET (PLAT
CALL: S 82° 02' 02"E--699.33 FEET, 7312/207)TO''AINCHIRONROD POUND ON THE WEST LINROFACALLED
13.95 ACRE TRACT OP LAND AS DESCRIBED BY ADM 3D TO OLIVER GOBN RECORDED TN VOLUME 10424,
AG 40 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, 'TEXAS. SAID IRON ROD FOUND
MARKING TTB SOUTHEAST CORNER OF SAID LOT 1;
THENCE: S 20° 23' 16" E ALONG THE WEST LINE OF SAID 13.95 ACRE TRACT FOR DISTANCE O1 112.62
nu (DEED CALL BEARING: S 17° 23' 00" E,1160/777) TO A CROSS -TIE FENCE POST FOUND;
THENCE: S 41° 51' 55" W CONTINUING ALONG TEE WEST LINE OP SAID 13.95 ACRE TRACT FOR A
DISTANCE OF 1390.07 FEET (DEED CALL: S 44° 44' 00" W--1391.04 FE1?T,10424/40) TO 6INCH FENCE POST
FOUND MAREDIO THE SOUTHWEST CORNER OF SAID 13.95 ACRE TRACT;
THENCE: S 48° 02' 02" B ALONG THE SOUTHWEST LEE OF SAID 13.95 ACRE TRACT FOR ADISTANCE OF
341.48FEE£(DEED CALL: S 484 05' 26"E -341.98 FEET, 10424/40)TO1.4INCH RONROD FOUND MARSINGTHE
SOUTH CORNER OF SAID 13.95 ACRE TRACT AND THE SOUTHWEST CORNER OF A CALLED 19.61 ACRE
TRACT OF LAND AS DESCR1i3ED BY A DEED TO ARCHIE P, CLARK AND LINDA L. CLARK RECORDED IN
VOLUME 561, PAGE28 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS;
THENCE: S 48 ° 17 01" E ALONG THE SOUTHWEST LINE OF SAID 19.61 ACRE TRACT FORA DISTANCE OF
250.65FEET (DEED CALL: S 44° 52' 55" E-250 G6 Fes, 561/28) TO 34INCHIRONROD FOUND MARKING THE
. SOUTH CORNER OFJSA3t]-19:61 s,CRE- TRACT-AND-151�SOUTHWEST-CORNER-OF*CALLED-19.69-A-CRB- - - - -
TRACT OFLANDASDESCRIBED BYADEED TOEUci BERNARDSAVAGE,1BANDGRACE LYNNSAVAGE
RECORDED INVci vME 7912, PAGE 265 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS;
THRICE: S 48° 35' 09" B ALONG THE SOUTHWEST LINE OF SAID 19.69 ACRE TRACT FORA DISTANCE OF
437.42F)3ET(DERDCALL: S48°34'49"E-437.63FEIsf;7912/265)TO'YINCHI ONRODFOUND MA_REINGTHE
SOUTH CORNER OF SAID 19,69 ACRE TRACT, THE SOUTHWEST CORNEROFACAI ED 66.32ACRETRACT OF
LAND AS DESCRIBED BYADBBD TO TEE CITY OF COLLEGE STA.TIONRECORDED iN VOLUME 4480, PAGE
135 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS AND ME NORTH CORNER OF A
CALLED 100.64 ACRE TRACT OF LAND AS DESCRIBED BY A DEED TO TILE CITY OF COLLEGE STATION
RECORDED IN VOLUME 6927, PAGE 226 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS;
THENCE: S 77° 55' 55" W ALONGTHSNORTHWEST LINE OF SAID 100.64ACRE TRACT FOR ADISTANCE OF
2980,10ItJJ•I(DEED CALL: S 77° 56' 03" W-2981.71 FEET, 6927/226) TO 12 INCH FENCE POST FOUND ON THE
NORTHEAST LINE OFA CALLED 46.60 ACRE TRACT OF LAND AS DESCRIBED BY ADEED TO THE CITY OF
COLLEGE S'€`A` 10NRECORDED IN VOLUME 3310, FACE 321 OF THE OFFICIAL PUBLICRECORDS OF BRAZOS
COUNTY, TEXAS. SAID FENCE POST FOUND MARKING ME WEST CORNER OE SAID 100.64 ACRE TRACT;
THENCE: N 68° 42' 56" W ALONG THE NORT 1 A.ST LINE OF SAID 46.60 ACRE TRACT AND ALONG AN
ERISTIMPENCELINEFORADISTANCE OF 189.31 FESTTOA61NCHCEDARFENCEPOSTFOTIND MARKING
THENORTHCORNER OFSAID 46.60ACRETRACTAND 173:EASTCORNEROFACAX ED 10.01ACRETRACT
OF LAND AS DESCRIBED BY A DEED TO IC D. WHEELER, LTD RECORDED IN VOLUME 3007, PAGE 341 OF
THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS;
THENCE: ALONG THE NORTHEAST LINE OF SAID 10.01 ACRE TRACT AND CONTINUING .ALONG SAID
FENCE LINE FORTS FOLLOWING CALLS:
Page 2 of 7
N 56" 54' 36" W FORA DISTANCE OF 108.66 FEET TO A 3 NCH CEDAR FENCE POST POUND;
N 47° 58' 11" W FOR A DISTANCE OF 372.04 FEET TO A FENCE POST FOUND;
N 47" 52' 01"W FORA DISTANCE OF 828.481thh1 TO A F3 NCEP0STFOUND;
N 48° 14' 35" W FOR ADISTANCE OF 163.14FEET TO A FENCE POST FOUND;
N 47° 03' 10" W FORA DISTANCE OF 129.80 FEET TO A FENCEPOST FOUND;
N 46° 26' 14" W FOR. ADISTANCE OF 535.34 FEET TO A 4 =NCHPENCE POST FOUND MARKING THE
30U17i CORNER 00 A CALLED 25.79 ACRE TRACT OF LAND AS DESCRIBED BY A DEED TO BRIAN
H0WARD PERKY RECORDED IN VOLUME 10459, PAGE 34 OF THE OFFICIAL PUBLIC RECORDS OF
BRAZOS COUNTY, TEXAS;
THENCE: ALONG THE SOUTAEA.ST LINE OF SAID 25.79 ACRE TRACT F0RTBE FOLLOWING CALLS:
N66°46'41"EFO1 ADISTANCE OF605.80FEET (DEED CALL: N69°46'00"E-600.50FEET,II60/77)TO
A FENCE POSTFOUND;
N 55° 06' 22° EFORADISTANCE OF 196.90 FEET (DEED CALL: N 57° 44' 00"E-195.20 FEET,1160/777)
TO A FENCE POSTPOMO;
N 41° 30' 56" 33FORA DISTANCE OF 424.36 FEET (DEED CALL: N 44° 44' 00" E--423.09 FEET, 1160/777J
TO A 'A Well IRON ROD FOUND;
--mod05°'1i'42"L`FOR-A DISTANCE 0F2t6:3SFEET (DEEDCALL:N08'04',04"E�2i.'i-3t]'FEET, TIM/ )TO- - - -
A 6INCH CEDARFENCEPOSTFOUND1N,IARiaTGTHE S0UTi3WES i CORNER OF SAID REMAINDER OF
10.846ACRE TRACT;
THENCE: ALONG -THE COMMON LINE OF SAID REMNDER OF 10.846ACRE TRACTAND SAIDRBMAYNDER
OF 341.06 ACRE TRACT FOR THE FOLLOWING CALLS:
S 81° 11'52"BFORADISTANCR•0F256.72FEET (DEED CALL: S78°33' 00"E-258.20kEa1160/77)T0
A 6INCH FENCE POST FOUND MARKINGTBE SOLITIEBAST CORNER OF SAMREMAD0) R OF 10.846
ACRE TRACT;
N 18' 43' 49" BFOR ADISTANCE OF 471.11 FEET (DEED CALL: N21° 24' 00"E--467.10FEET, 1160/777J
TO A FENCE POST FOUND;
N 3.3° 49' 13"EFORADISTANCEOF 522.38 FEET (DEED CALL: N 16" 44' 00" B-585.42FEBT,1160/777)
TO THE P0IN T OF BEG KING CONTAINING 231.97 ACRES OF LAND, MORE OR LESS, AS
SURVEYED ON TEE GROUNDFEBRUARY, 2012. SEEP PREPARED FEBRUARY, 2012 F0RMORE
DESCRIPTIVE INFORMATION.
BRAD K.R
RECIIESTERED PROFESSIONAL
LAND SURVEYOR No. 4502
C: iV ORKWAE/12-041
Page3 of7
SAVE AND EXCEPT:
111.679 ACRE TRACT
METES AND BOUN11?S DESCRIPTION
OF A
111,679 ACRE TRACT
THOMAS CARUTRERS LEAGUE, A-9
COLLIS;GE.STAT1ON, BRAZOS- COUNTY, TEXAS
METES AND HOUND$ DESCRIPTION OF ALL•THAT CERThTI I TRACT OR P,f}RCEL OIL LAND LYING AND 1
BEING SITUATED IN THE THOMAS 'CARUTHERS LEAGUE, ABSTRACT NO. 9, COLLEGE STATION, `•
BRAZOS COUNTY, TEXAS-. SAID TRACT BEING A PORTION O.F. THE REMAINDER OF A CALLED 231,97
ACRE TRACT AS.DESCRIBED i) BYA DEED TO COLLEGE STATION LAM INVESTMENT, LP RECORDED IN
VOLUME 10600, PAGE 1.56-OF T.HE.OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS.
SAID TRACT BEING M011E PARTICULARLY DESCRIBED BY -METES AND BOUNDS AS FOLLOWS
COMMENCING .Aft A 1/2 INCH IRON SET (IN 2012) ON THE SOUTH LINE OF ROCK PRAIRIE ROAD
(VARIABLE WIDTH R.O.W..) MARKING THE NORTHWEST CORNER OF 'SAID 23.1.97 ACRE TRACT AND
THE NORTH bASTCORNER OF THE REUAINDER .OF A CALLED-10,846 ACRE TRACT AS DESCRIBED BY A
DEED TO 10 ANN ATKINS RECORDED IN VOLUME 267, PAGE 483 OF THE DEED RECORDS OF BRAZOS
COUNTY.,. TEXAS, FOR REFERENCE A -1/2 INCH IRON --ROD. FOUND BEARS; S 11° 49' 13" W FOR. A
DISTANCE OF' 1,02.FEET;
THENCE; S 86°.27' 34" E ALONG THE SOUTH LINE OF ROCK P12AIRIEROAD FOR A DISTANCE OF 603.26
FEET TO A 112 INCH IRON ROD FOUND MARKING AN ANGLE POINT IN SAID LINE, FOR REFERENCE A
1/2 INCH IRON ROD FOUND BEARS: S 04° 14' 47" `W FOR. A DISTANCE- OF 1,00 FEET;
THENCE: S 85° 01' 50" E CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR A
DISTANCEOF 5,27 FEET TO THEPO1NT'OF BEGEsINING OF THIS HEREIN DESCRIBED TRACT;
THENCE: CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR THE FOLLOWING
CALLS:
S 85° 01' 50" E FOR A,D1STAICE OF 1221.2817.EET TO A 1/2 MCI -IRON ROD SET (IN 2012), FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 1:l5° 17' 18" W FOR.A DISTANCE OF 1.00
FEET;
S 84° 23' 35" EFOR A DISTANCE OF 70,89' FEET TO A1/2. INCH IRON ROD SBT' (IN 2012);
N OD° 40' 34" W FORA DISTANCE -OF 1,51 FEET TO A 1/2 INCH TRON ROD SET ON 2012);
S 84° 28' 35" E FOR A DISTANCE OF 543.05 FEET TO A 1/2 INCHIRON ROD 'SET .(IN 2012), FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 06° 46' 24" W'FOR A DISTANCE OF 2.50
FEET;
S 82° 03' 38" EFORADISTANCE QF 195,36 FEET TQA 1/2INCIi.IRON ROD SET (IN 2012).0N THE
WEST LINE QF LOT 1, ROCK PRpriR1E BAPTIST CHURCH, ACCORDING. TO THE PLAT
RECORDED III VOLUME 73.12, PAGE 207 QF THE' OFFICIAL PUBLIC RECORDS' OF BRAZOS
COUNTY,. TEXAS, FOR REFERENCE F0REEFECEA 1/2INCHIlRONROD FOUND MARKING THENORTHHWEST
CORNER OF SAID LOT 1 BEARS:'N 07° 35' 00" E.FOR ADISTANCE OF 7,64 FEET AND ANO MLR
1/2 INCH IRON ROI) FOUND BEARS., S -07° 58''42" W FORA DISTANCE OF 2.50 FEET;
Page 4 of 7
111.679 ACRE TRACT
THENCE; $ 07° 5 8' 42" W J LONGTHE COMMON LINE OF SAID•231.,97 ACRE TRACT AND SAID LOT 1 FOR
A DISTANCE OF 528.64 FEET TO A 1/2 INCH IRON ROD .SET (IN 2012) MARKING THE SOUTHWEST
CORNER OF SAM LOT 1;
THENCE: S 82° 01' 39" E CONTINUING ALONG THE COMMQN LINE OF SAID 231,97 ACRE TRACT AND
SAID LOT 1 FOR A DISTA '10E'OF 69&.85'FEET TO A 1 j2 INCH iROI•1 ROIi FOUND ON TEE WESTERLY LINE
OF A CALLED 13.95,ACItE'MAGI AS DESCRIBED BY A DEED TO OLIV.ER•GOBNRECDRI]LD'1N VQLUM1•i
10424, PAGE 40 OF THE OFFICIAL PUBLIC .RECORDS OF BRAZOS COUNTY', TEXAS; M iR$INC"r THE
SOUTHEAST CORNER OF SAID LOT 1;
l'I NCE� ALONG THE COMMON LINE OF SA11523:1;97 ACRE TRACT AND SAID 13;95 ACRE TRACT FOR
THE FOLLOWING CALLS:
S 20° 23' 16" B FOR A DISTANCE OF 112;62. FEET TO A CROSS -TIE FENCE POST FOUND:.
S 41 ° 51' 55" W FOR A DISTANCE OF 1390.07 FEET TO A 6.INCH FENCE POST FOUND;
S 48° 02' 02" E FORA DISTANCE OF 341.,48•FEET TO A 1/2 INCI'! IRON ROD FOUND MARKING
THE SOUTH CORNER OF SAID 13.95 ACRE TRACT AND THE MOST WESTERLY CORNBR. OF A
CALLED 19.61 ACRE TRACT AS DESCRIBED BY' A DEED T.O AR.0 11 P. CLARK: AND•LINDA L.
CLARK RECORDED 1N VOLUME 561., PAGE 28 OF THE O?PICIAL RECORDS OF BRAZOS
COUNTY, TEXAS;
THENCE: S 48° 17' 01 " E ALONG T1 E COMMONLINE OF SAID 231,97ACRE'TRACT'AND SAID 19.61 ACRE
TRACT FOR A DISTANCE OF 254:6$ FEET TO A 11,2 INCH IRON ROD FOUND MARKING THE SOUTH
-CORNER OF SAID 19.61 ACRE TRACT AO THE WEST CORNER OF A CALLED 19,69 ACRE TRACT AS
DESCRIBEDBy A DIED TO EtIGENEB.ERNARD SAVAGE, III AND GRACELYNN SAVAGE AECOkDED N
• VOLUME 79.1.2, PACE$ 265 OF 1 HE OFFICIAL PUBLIC RECORDS. OF:B'' 2OS .COUNTY, TEXAS;
THENCE: S 48.° 3 5''04" EALONG THE COMMON LINE OF.SAID 231.97 ACRE TLkCTAND SAID 19,69 ACRE
TRACT FOR A DISTANCE OF 437,42 FEET TO A 1/2 INCH IRON ROD FOUND MARK1NCx' THE' SOUTH
CORNER OF SAID 19.69. ACRE TRACT AND THE 'WEST CORtNER. OF A CALLED' 66.32 ACRE TRACT AS
DESCRIBED BY A DEED TO THE CITY OF COLLEGE &TATION RECORDEDIN VOLUME 4480,.PAGE 135 OF
THE -OFFICIAL PUBLIC RECORDS OP BRAZOS COt.]NTY, TEXAS, SAID IRONROD FOUND BEING ON THE
NORTHERLY LINE OF A CALLED 100.64 ACRE TRACT AS DESCRIBED BY A DEED .TO THE CITY OF
COLLEGE STATION RECORDED IN VOLUME-6927, PAGE 226 OP Ink oFFICTAL•PUBLIC RECORDS OF
BRAZOS COLINTY, TEXAS;
THENCE: S 77° 55' 55" W ALONG WE COMMON LINE OF SAID 231.91 ACRE TRACT AND' SAID 100.64
ACRE TRACT FOR A DISTANCE OF I491.5$ N' ET TO THE SOUTHWEST CORNER. OF THIS HEREIN
DESCRIBED TRACT;
THENCE: THROUGH. SAID:23.1,.97 ACRE'TRACT FOR THE,FOLLOWINCI CALLS.:
N20°.36' T2" W FORADISTANCEOF 17.6,11 FEETID THE.BEGINNING OF CLOCKWISE CURVE
HAVING A RADIUS OF 496.95 FEET;.
ALONG SAID cU .VE • rHICOUGH A CENTRAL ANGLE OF 1:9° 14' 2,2" FOR AN ARC -DISTANCE OF
166.87 .FEET (CHORD BEAKS: N 7 &° 18' .35" E-166,09 FEET) TO THE. END. OP' SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS (F 619.38 FEET:
Page 5 of 7
111.679 ACRE TRACT
ALONG SAID CURVE THROUGIiA CENTRAL ANGLE OF 04° 41'59" FOR AN ARC DISTANCE OF
50.81 FET (CHORD BEARS: S 89° 43' 14" E- 50,79 FEET) TO THE END OF SAID CURVE AND. THE
BEGINNING OF A NON -TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 707.92
FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18° 37' 59" FOR AN.ARC DISTANCE OF
230:22 FEET (CHORD BEARS; N 79° 45' 24" E- 229.21 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A COUNTERCLOCKWISE CURVE. HAVING A RADIUS: OF 1.331.46 .FEET;
ALONG SAID CURVE THROUGH A.CENTRAL ANGLE OF 07° 55'41" FOR AN.ARC DISTANCE OF
184.24 FEET (CHORD BEARS: N 66° 28' 34" E - 184,09•F'EET) TO:T'HE END OF SAID CURVE;
N 27° 29' 17" WFOR ADISTANCE OF30.00FEET TO -THE BEGINNING OFACLOCKWISE CURVE
HAVING A RADIUS OF 1301,46 FEET;
ALONG SAID CURVE THROUGH A:"CENTRAL ANGLE OF 07° 55' 41" FOR AN ARC DISTANCE OF
180.09 F KET (CHORD BEARS: S 66' 28' 34" W-1.79:94 FEET) TO THE END QF SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 677.92 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18° 33' 22" FOR AN ARC DISTANCE OF
219.55 FEET (CHORD BEARS: S 79° 43' 05" W-21.8.59 FEET) TO'TIIE ENDOF SAID CURVE AND
THE BEGINNING OF A NON -TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF
649:38 FEET;
ALONG -SAID CURVE THROUGH A CENTRAL ANGLE QF 04° 36' 57" FOR AN ARC DISTANCE OF
52.31 FEET (CHORD) BEARS; N 89° 45' 46" W. - 52;30 FET) TO fUE END OF SAID CURVE AND
THE BEGINNING OF A COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 526,95 FEET;
ALONG SAID CURVE TIROU GPI A CENTRAL ANGLE -OF 19° IV 57" FOR AN ARC DISTANCE OF
176.57 FEET (CHHORD BEARS: S 78° 19' 48" W-175,75 FEET) TO THE -END OF $AID CURVE;
N 20° 36' 12" W FOR A DISTANCE OF 605..45 FEET;
N 17° 18' 20" E FOR A DISTANCE OF 383.01 FEET TO THE BEGINNING OF A
COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 210.00 FEET
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89° 22' 44" FOR AN ARC DISTANCE OF
327,59 FEET (CHORD BEARS; N 27° 23' 02" W - 295.37 FEET) TO THE END OF SAID -CURVE;
N 72° 04' 24" WFORA D,ISTANCE:OF 125.34'FEET;
N 80° 33' 42" W FORA DISTANCE OF 20&.59 FEET;
N 42° 25' 58" W FOR A DISTANCE. OF 195.39 FEET TO TIDE. BEGINNING OF A
COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 626,50. FEET;
ALONG SAID CURVE THRO[JGHA CENTRAL -ANGLE OF 04°30' 42" FORAN ARC DISTANCE OF
49:33 FEET (CHORD BEARS:. N; 45° 18' 4I" E- 49:32 FEET) TO. TIP.END OF SAID CURVE;
Page 6 of 7
-ll 1:679 ACRE TRACT
N 04° 58' 37" EFOR A DISTANCE -OF 87.76 FEET.;
N.85° 01' 23" W FOR A DISTANCE.O1576.72 FEET;
N 03° 32' 26" E FORA DISTANCE OF 919.45fiET;
S 86° 27' 34" R FOR A DISTANCE OF 12.9.36:FEET;
N 03,°'32' 26" E FORA DISTANCE OF 135.00 PEET;
S 86° 00' 06" E FOR A DISTANCE OF 32.20 FEET;
N 03 ° 32' 26" E FORA DISTANCE OF 130.13 FEET TO THE POINTUF BEGINNING CONTAINING
111.679 ACRES OF LAND, MORE OF LESS;. AS SURVE D ON THE GROUND MAY 2015,
BEARING SYSTEM SHOWN HEREIN IS BASED ON THE DE D CALL BEARINGS OF SAID 231:97
ACRE TRACT, 10600/.156. SEE PLAT PREPARED JUL 2017 FOR MORE DESCRIPTIVE
INFORMATION.
BRAD KERR
REGISTERED PROFESSIONAL
LAND SURVEYOR. No. 4502
D:/WOR .iMA-B117-460B:.N1AB
Page 7 of 7
EXHIBIT "B"
CONVEYANCE AND BILL OF SALE OF FACILITIES
( Facilities)
THE STATE OF TEXAS
§ KNOW ALL PERSONS BY THESE PRESENTS THAT:
COUNTY OF BRAZOS
College Station Town Center, Inc., a Texas corporation, with offices at 4121 State Highway
6 South, College Station, Brazos County, Texas 77845 ("Grantor"), a developer of land within
Rock Prairie Management District No. 2, a political subdivision of the State of Texas created by
an Act of the 83rd Texas Legislature under the terms and provisions of Article XVI, Section 59 of
the Constitution of Texas, and operating under and governed by the provisions of Chapter 3909,
Special District Local Laws Code, with offices located at 1300 Post Oak Boulevard, Suite 2400,
Houston, Texas 77056 ("Grantee"), for and in consideration of the sum of TEN DOLLARS
($10.00) and other good and valuable consideration, receipt of which is hereby acknowledged, and
in further consideration of the agreement of Grantee to pay the "Price" as defined in and pursuant
to the terms of that certain Amended and Restated Utility Development Agreement by and between
the Grantor and the Grantee dated effective August 18, 2015 (the "Agreement"), has
TRANSFERRED, BARGAINED, GRANTED, SOLD, CONVEYED, ASSIGNED, SET OVER
and DELIVERED, and by these presents does TRANSFER, BARGAIN, GRANT, SELL,
CONVEY, ASSIGN, SET OVER and DELIVER, to Grantee, its successors and assigns, all its
right, title and interest in the facilities and all goods, plants, appliances, and works
incorporated as part of the facilities, including without limitation all Facilities as defined in the
Agreement and/or as listed and described in the Contract, as defined below (collectively referred
to herein as the "Facilities"), constructed under that certain agreement dated . 20_, by
and between Grantor and , as amended or revised by any and all change orders
(the "Contract"), providing for the construction of the Facilities in order for Grantee to serve the
public and land within Grantee's boundaries, together with any and all benefits extending or
services to be provided to the 1 ["Owner" (as defined in the Contract),] including any warranties
and performance and payment bonds, under the Contract or relating to the Facilities, all of which
are located within easements or sites dedicated by plat or otherwise to Grantee, Brazos County,
another governmental entity, or the public generally and filed of record in the Official Public
Records of Real Property of Brazos County, Texas, and which easements or sites are listed on
Exhibit "1" attached hereto and made a part hereof for all purposes. The conveyance and sale of
the Facilities hereunder is made free and clear of all liens, claims, encumbrances, options, charges,
assessments, restrictions, limitations, and reservations (except for restrictions, limitations and
reservations which restrict the Facilities or said easements and sites to utility, drainage, or similar
governmental purposes), including liens for ad valorem taxes for the current year and payments
due to construction contractors, laborers and materialmen, affecting the Facilities.
' Check contract to see if this term is used to refer to the Developer in the underlying construction contract. Revise
as necessary.
760086v1
TO HAVE AND TO HOLD the above -described Facilities together with all and singular
the rights and appurtenances thereunto in anywise belonging, including all necessary rights of
ingress, egress, and regress, unto Grantee, its successors and assigns, forever; and Grantor does
hereby bind itself, its successors and assigns to warrant and forever defend, all and singular, the
above -described Facilities subject to the matters herein set forth, unto Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same or any part
thereof, by, through or under Grantor, but not otherwise.
Grantor binds and obligates itself, its successors and assigns to execute and deliver at the
request of Grantee any other or additional instruments of transfer, bills of sale, conveyances, or
other instruments or documents which may be necessary or desirable to evidence more completely
or to perfect the transfer to Grantee of the Facilities.
Grantor, in addition to the other representations and warranties herein, specifically makes
the following agreements, representations and warranties:
1. As of the date hereof Grantor has complied with all terms, provisions and covenants
of, and performed all required services under, the Agreement as the Agreement relates
to the Facilities, Grantor has paid in full all Construction Costs (as defined in such
Agreement) of the Facilities (except for the costs of a market study) and Grantor
understands and agrees that the terms, provisions and covenants of the Agreement,
including, without limitation, the provisions of Section 2.2 and Section 2.8 thereof,
shall remain in force and effect notwithstanding this conveyance and sale.
2. Grantor caused construction and installation of the Facilities conveyed and sold
hereunder, the purchase of goods, and the performance of other services under the
Agreement to be accomplished in the manner required by the Rules of the Texas
Commission on Environmental Quality in effect at the time the Contract was executed
and during such construction.
3. Grantor has the full legal right and authority to make the sale, transfer, and assignment
herein provided.
4. Grantor has good and marketable title to the Facilities conveyed and sold hereunder, is
not a party to any written or oral contract which adversely affects this conveyance and
sale, and is not subject to any bylaw, agreement, mortgage, lien, lease, instrument,
order, judgment, decree, or other restriction of any kind or character which would
prevent the execution of this conveyance and bill of sale.
5. Grantor is not engaged in or threatened with any legal action or proceeding, nor is it
under any investigation, which would prevent the execution of this conveyance and bill
of sale.
6. The person executing this conveyance and bill of sale on behalf of Grantor has full
authority to do so, and no further official action need be taken by Grantor to validate
this conveyance and bill of sale.
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760086v1
7. [There are no holders of liens against the Facilities.] [Other than the entity or entities
executing the attached Lienholder Consent and Release, there are no holders of liens
against the Facilities.]
The representations, warranties, covenants, indemnities, and other agreements contained
herein shall be deemed to be material and continuing, shall not be merged, and shall survive the
closing of this transaction and the delivery of the Facilities, except as otherwise herein expressly
provided.
The parties represent that neither has used any agent or broker to bring about this
conveyance and sale and agree that no fee is due any agent or broker by reason hereof.
This conveyance and bill of sale may be executed in a number of counterparts, each of
which shall, for all purposes, be deemed to be an original, and all such counterparts shall together
constitute and be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this conveyance and bill of sale
to be executed and delivered by their duly authorized officers.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
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760086v1
EXECUTED this the day of . 20 .
COLLEGE STATION TOWN CENTER,
INC., a Texas corporation
By:
THE STATE OF TEXAS
COUNTY OF BRAZOS
James. G. Murr, Director
"Grantor"
This instrument was acknowledged before me on this day of
20 , by James Murr, Director of College Station Town Center, Inc., a Texas corporation, on
behalf of said corporation.
(SEAL)
760086v1
4
Notary Public in and for
the State of TEXAS
AGREED TO AND ACCEPTED THIS day of , 20
ROCK PRAIRIE MANAGEMENT
DISTRICT NO. 2
Bv:
THE STATE OF TEXAS
COUNTY OF BRAZOS
President, Board of Directors
"Grantee"
This instrument was acknowledged before me on this day of
20_, by . President of the Board of Directors of Rock Prairie Management
District No. 2, a political subdivision of the State of Texas, on behalf of said political subdivision.
(SEAL)
5
Notary Public in and for the
StateofTEXAS
760086v1
LIENHOLDER CONSENT AND RELEASE
of , Texas, whose address is
[Texas] , a organized under the laws of the [State of
][United States of America], being the sole beneficiary of a mortgage lien and other
liens, assignments and security interests encumbering all or a portion of the easements or sites in
which the Facilities (as defined in the foregoing Conveyance and Bill of Sale of Facilities) are
located, created pursuant to that certain [Deed of Trust] dated , recorded in the
Official Public Records of Real Property of Brazos County, Texas, under Brazos County Clerk's
File No. , [and those certain related documents recorded in the Official Public Records
of Real Property of Brazos County, Texas, under Brazos County Clerk's File No[s]. ]
(the "Lien Documents"), securing a promissory note of even date with said [Deed of Trust], hereby
consents to the terms and provisions of the foregoing Conveyance and Bill of Sale of Utility
Facilities and acknowledges that the execution thereof does not constitute a default under the Lien
Documents or any other document executed in connection with or as security for the indebtedness
above described, and hereby releases and discharges the Facilities, as defined in the foregoing
Conveyance and Bill of Sale of Facilities, from the liens of the Lien Documents and any other
liens and/or security instruments securing said indebtedness, and acknowledges and agrees that a
foreclosure of said liens and/or security interests shall not include said Facilities. No warranties
of title are hereby made by lienholder, lienholder's joinder herein being solely limited to such
consent and release.
By:
Name:
Title:
THE STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on this day of , 20_, by
, of . a
, on behalf of said
(SEAL)
760086v1
Notary Public in and for
the State of TEXAS
EXHIBIT "1"
[To be provided by Engineer - recording information for all easements and/or sites for all facilities
to be conveyed, whether easements/sites dedicated by plat or separate conveyance; e.g. all "off -
plat" easements should be listed.]
SAMPLE:
2. Public easements in the Subdivision, Section , . Brazos County,
Texas, a subdivision according to the map or plat thereof recorded under Clerk's File No.
at Film Code of the Map Records of Brazos County, Texas.
3. [Water Line][Sanitary Sewer][Storm Sewer] Easement recorded in the Real Property
Records of Brazos County, Texas under Clerk's File No. at Film Code
4. Special Warranty Deed for [water plant] [detention pond] [wastewater treatment plant] [lift
station] [drainage channel] site recorded in the Real Property Records of Brazos County,
Texas under Clerk's File No. at Film Code
760086v1
EXHIBIT "C"
FORM OF STANDING LETTER
[Date]
Office of the Attorney General of Texas:
With respect to that certain Amended and Restated Utility Development Agreement, by and
between College Station Town Center, Inc., a Texas corporation, and Rock Prairie Management
District No. 2 (the "District"), dated effective August 18, 2015 (the "Effective Date"), and any
related amendments thereto or assignments thereof, submitted with the record of public security
proceedings, the undersigned company, for purposes of sections 2252.152, 2271.002, 2274.002,
and 2276.002, Texas Government Code, as amended, hereby verifies that the company and any
parent company, wholly owned subsidiary, majority -owned subsidiary, and affiliate:
1) Do not boycott energy companies and will not boycott energy companies during the term
of such contracts. "Boycott energy company" has the meaning provided in section 809.001
of the Texas Government Code.
2) Do not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association will not discriminate against a firearm entity or firearm
trade association during the term of such contracts. "Discriminate against a firearm entity
or firearm trade association" has the meaning provided in section 2274.001(3) of the Texas
Government Code. "Firearm entity" and "firearm trade association" have the meanings
provided in section 2274.001(6) and (7) of the Texas Government Code.
3) Do not boycott Israel and will not boycott Israel during the term of such contracts. "Boycott
Israel" has the meaning provided in section 808.001 of the Texas Government Code.
4) Unless affirmatively declared by the United States government to be excluded from its
federal sanctions regime relating to Sudan, its federal sanctions regime relating to Iran, or
any federal sanctions regime relating to a foreign terrorist organization, are not identified
on a list prepared and maintained by the Texas Comptroller of Public Accounts under
section 2252.153 or section 2270.0201 of the Texas Government Code.
The term "affiliate" means any entity that controls, is controlled by, or is under common control
with the company within the meaning of SEC Rule 405, 17. C.F.R. § 230.405 and exists to make
a profit.
The undersigned understands that the Office of the Attorney General of Texas may rely on and is
receiving the information in this letter in its review and approval of public securities under Texas
law. Should a change occur that renders this letter ineffective, the company shall notify the Public
Finance Division immediately by email to PFDSupport@oag.texas.gov, with the phrase
"Ineffective Standing Letter" in the subject heading.
760086v1
2
COLLEGE STATION TOWN CENTER,
INC., a Texas corporation
By:
James. G. Murr, Director
760086v1
Exhibit B
THE SALE, PLEDGE OR TRANSFER OF CERTAIN RIGHTS GRANTED IN THIS
AGREEMENT WITHOUT STRICT COMPLIANCE WITH ARTICLE IV HEREOF
SHALL BE INEFFECTIVE.
AMENDED AND RESTATED
UTILITY DEVELOPMENT AGREEMENT
BY AND BETWEEN
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2
AND
COLLEGE STATION DOWNTOWN RESIDENTIAL, LLC
(Water, Sewer and Drainage Facilities; Road Facilities)
THIS AMENDED AND RESTATED UTILITY DEVELOPMENT AGREEMENT (the
"Agreement") is entered into as of January 23, 2025, and effective as of the date set forth in Section
5.10 hereof, by and between ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, located within
Brazos County, Texas, a body politic and corporate and a governmental agency of the State of
Texas, operating under and governed by the provisions of Chapter 3909, Texas Special District
Local Laws Code, and Sections 52 and 52-a of Article III and Section 59 of Article XVI of the
Texas Constitution as amended (the "District"), and COLLEGE STATION DOWNTOWN
RESIDENTIAL, LLC, a Texas limited liability company (the "Developer").
RECITALS
A. The Developer is the owner of and/or intends to develop the Service Area (as defined
herein). The public consumers and land within the Service Area will require water, sewer
and drainage and detention facilities and services, and road facilities from the District in
order for the development to occur. The District was created, organized and exists for the
purposes, among others, of furnishing such facilities and services. The District is desirous
of fulfilling its purposes and accomplishing same through the provision of such facilities
and services to the public consumers and land within the Service Area and is authorized by
applicable law to enter into contracts to accomplish same.
B. The District is empowered and authorized to sell Bonds (as defined herein) to purchase the
goods and pay for the services necessary to construct the Facilities (as defined herein) and
fulfill its purposes as set forth above, however, the District desires that the Facilities be
provided prior to the sale of its Bonds to pay therefor, because the interim growth of taxable
values in the District should make the Bonds saleable upon better terms and will permit the
District to meet more easily debt service requirements on the Bonds, and because it is
anticipated that timely construction of the Facilities will prevent escalation of construction
costs.
C. The Developer desires to purchase the goods and proceed with the construction of the
Facilities prior to the sale by the District of Bonds to pay for same and is willing to provide,
purchase, and/or arrange for the necessary services, personnel, goods, equipment and
administration to design, construct, supervise, inspect, and finance the Facilities or portions
thereof, provided that the District agrees to pay the Developer the Price (as defined herein)
for said goods and services out of proceeds from the future sale of Bonds as set forth herein.
D. The Developer and the District agree that the provisions of this Agreement and the goods
and services to be provided to the District by the Developer hereunder substantially
advance the legitimate interests of the District.
E. The Developer will provide funds to the District in order that the District may operate and
maintain the Facilities and pay certain administrative expenses prior to other sufficient
revenues for such purposes becoming available to the District, and the District desires to
evidence its intent to pay the Developer for such funds advanced to the District.
F. The District and the Developer each represent to the other that it may enter into this
Agreement by the Constitution and laws of the State of Texas, particularly, but without
limitation, Section 49.213, Texas Water Code.
AGREEMENT
For and in consideration of the premises which are agreed to be true and correct and which
are made a part of this Agreement, and the mutual promises, covenants, obligations and benefits
of this Agreement, the District and the Developer contract and agree as follows:
ARTICLE I
Definitions: Interpretation
Section 1.1. Definitions. In addition to terms defined elsewhere herein, capitalized terms
in this Agreement shall have meanings as follows:
Bonds. "Bonds" shall mean the bonds of the District to be sold in one or more series to
pay the Price, or applicable portion thereof.
Commission. "Commission" shall mean the Texas Commission on Environmental Quality
or its successors.
Construction Costs. "Construction Costs" shall mean all costs directly related to the
purchase of goods and the provision of services by the Developer, and/or third parties at the
direction and expense of the Developer, and for the benefit of the District for the design,
development, construction and acquisition of the Facilities paid by the Developer, including but
not limited to:
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759997v1
(a) construction contract amounts, including, without limitation, the costs of goods
required, the costs of construction and related services, incentives as allowed by
law, approved change orders, and amounts related to stormwater management and
pollution controls and wetlands mitigation;
(b) advertisement costs and permitting costs, including, without limitation, federal,
state and/or local stormwater and/or wetlands permits and related costs;
(c) resident construction inspection service as approved by the District;
(d) engineering and consultant fees for permitting, consultation, surveying, studies and
analyses, and design and preparation of plans and specifications of the Facilities,
inspection, and construction supervision and other necessary services;
(e) market study costs, if such a study is required to support the District's Bond
application to the Commission, as and if any such application is required; and
(f)
legal fees related directly to the letting and preparation of construction contracts,
the obtaining of approval from the appropriate governmental agencies for such
construction, or other costs set forth above;
but excluding any sales or use tax paid by the Developer or any contractor or subcontractor from
which the District is exempt with respect to goods incorporated into the Facilities and/or services
related to same.
Developer. "Developer" shall mean College Station Downtown Residential, LLC, or its
assignee as provided in Section 5.5 hereof.
District. "District" shall mean Rock Prairie Management District No. 2.
District's Engineer. "District's Engineer" shall mean the engineering firms of Edminster,
Hinshaw, Russ and Associates, Inc. or Schultz Engineering, LLC or the successor of either of said
firms, or any additional engineering firm, duly appointed by the District.
Facilities. "Facilities" shall mean and refer to WS&D Facilities and Road Facilities,
collectively.
Impact Fees. "Impact Fees" shall mean any impact fees or capital recovery fees or capacity
purchase costs paid by the Developer as a financing service to the District to any governmental
entity (other than the District) for services or facilities in order for the District to serve the Service
Area.
Interest Costs. "Interest Costs" shall mean the interest on moneys paid by the Developer
for Construction Costs, Impact Fees, Site Costs, and Operation Funds, not to exceed applicable
limits under the laws of the State of Texas or the Rules, calculated at a rate equal to the lesser of
(a) the net effective interest rate of the Bonds issued to pay the Price, or applicable portion thereof,
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759997v1
or (b) if the Developer obtained loans (including internal corporate borrowings) for the purpose of
making payment of Construction Costs, Impact Fees, Site Costs, and Operation Funds, the interest
rate actually paid by the Developer on the applicable loan in either event calculated for the
maximum period of time after the final payment by the Developer on approved Construction Costs
or after payment of the Impact Fees, Site Costs and Operation Funds in accordance with the Rules
(hereinafter defined) to the time of the payment described in Section 3.5 of this Agreement. If the
Developer uses its own funds to pay Construction Costs, Impact Fees, Site Costs, and Operation
Funds and consequently does not obtain loans for said purpose, Interest Costs shall be calculated
on the basis of (a) above. The parties specifically intend that, with respect to Road Facilities, such
calculation shall be subject to the time limitations provided in the Rules notwithstanding that the
Commission does not exercise jurisdiction over Road Facilities as of the effective date of this
Agreement.
Operation Funds. "Operation Funds" shall mean all funds advanced to the District, or paid
directly to the third parties on behalf of the District, by the Developer as a financing service to the
District for payment for goods, services, and other costs of operation, maintenance and
administration of the District and the Facilities.
Price. "Price" shall mean the amount to be paid by the District for the goods provided and
services rendered under this Agreement, which shall be an amount not less than the sum of
(a) the Construction Costs, including increased or diminished amounts due to change
orders, which have been expended by the Developer for work performed at the time
of the payment described in Section 3.5 of this Agreement,
(b) Impact Fees,
(c) Interest Costs,
(d) Site Costs, and
(e) Operation Funds,
limited, however, to only such costs that the Commission allows to be paid and which will not
subject the interest on the Bonds to federal income taxation based upon then applicable laws and
regulations, and subject further to the conditions and limitations set forth in this Agreement.
Road Facilities. "Road Facilities" shall mean roads and improvements in aid of such roads,
related appurtenances, equipment and component parts, including, without limitation, landscaping,
irrigation, and lighting within the road right-of-way, traffic signals and cross -walks, signage,
bridge and culvert crossings, stormwater management and pollution control facilities and systems
and flood plain and wetlands mitigation, necessary in order for the District to provide roads for the
Service Area.
Rules. "Rules" shall mean the rules and regulations of the Commission.
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759997v1
Service Area. "Service Area" shall mean the land described in Exhibit "A" attached hereto,
and any other land owned and/or acquired by Developer for development during the term of this
Agreement to the extent such land is either (a) located within the boundaries of the District, or (b)
annexed into the boundaries of the District by separate agreement between the District and the
Developer or, otherwise, at the sole discretion of the District.
Sites. "Sites" shall mean all necessary easements, rights -of -way, sites, licenses, franchises
and permits required for the District's ownership, operation and/or maintenance of the Facilities.
Site Costs. "Site Costs" shall mean the costs of all necessary easements, rights -of -way and
sites required for the Facilities, including costs of any eminent domain proceedings paid by the
Developer and/or advanced to the District as a financing service pursuant to Section 2.6 hereof, it
being acknowledged by the District that the acquisition of Sites and the services of the Developer
to acquire Sites are necessary pre -requisites to the other goods and services to be provided by the
Developer under this Agreement, including, without limitation, the construction of the Facilities.
WS&D Facilities. "WS&D Facilities" shall mean all waterworks, sanitary sewer and
stormwater drainage and detention facilities and improvements, including capacity or contract
rights in or to any such facilities and improvements, and related appurtenances, equipment and
component parts, including, without limitation, related bridge and culvert crossings, stormwater
management and pollution control facilities and systems and flood plain and wetlands mitigation,
necessary in order for the District to provide water, sanitary sewer and stormwater drainage and
detention services for the Service Area.
Section 1.2: TitIes., Headings, and Captions; Exhibits; References. (a) The titles,
heading, and captions appearing in the articles of this Agreement and following each numbered
section of this Agreement are inserted and included solely for convenience and shall never be
considered or given any effect in construing this Agreement, or any provision hereof, or in
connection with the duties, obligations, or liabilities of the respective parties hereto or in
ascertaining intent, if any questions of intent should arise.
(b) The exhibits attached hereto are incorporated as part of this Agreement for all
purposes.
(c) References to state laws or regulations, including but not limited to references to
the Texas Water Code or to the Rules, shall mean and refer to such state laws or regulations as
amended from time to time hereafter.
Section 1.3: Interpretation of Agreement. (a) This Agreement and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to
sustain the validity of this Agreement.
(b) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa. The word "include", and any of its derivatives, shall be interpreted as language of
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759997v1
example and not of limitation, and shall be deemed to be followed by the words "without
limitation", unless otherwise expressly provided herein.
(c) The parties agree that this Agreement shall not be construed in favor of or against
a party on the basis that the party did or did not author this Agreement.
ARTICLE II
Developer's Responsibilities
Section 2.1. General. At such time as the Developer, in the Developer's sole discretion,
commences with development of the Service Area and the provision of goods and services to the
District hereunder, the Developer will comply with all applicable subdivision regulations or
ordinances of the County of Brazos, Texas (the "County"), and/or the City of College Station,
Texas ("City"), and all applicable terms of the City's consent to the creation of the District. The
Developer shall proceed with the design and construction of the Facilities with due diligence,
which design shall be performed by the District's Engineer. The Developer has previously
advanced to or paid, on behalf of the District, and will continue to advance to or pay, on behalf of
the District, Operation Funds required by the District to pay reasonable operation, maintenance
and administrative expenses which cannot be paid by the District out of revenues available from
other sources.
Section 2.2. Risk of Loss. As between the Developer and the District, the Developer
shall bear all risk of loss of or damage to the Facilities occurring prior to the time of conveyance
and sale specified in Section 2.10 herein; provided, however, notwithstanding conveyance and sale
of the Facilities to the District, the Developer shall be responsible for (a) repairs required to be
paid by the Developer and/or not allowed to be paid by the District, all in accordance with the
Rules, and (b) any repairs as may additionally be reasonably required by the District or otherwise
required by the Commission prior to the payment of the Price by the District, and (c) with respect
to any of the Facilities to be conveyed to the County and/or City for ownership, operations and
maintenance, any repairs that may be required by the County and/or City as a condition to
acceptance of same for ownership, operations and maintenance. The District shall be authorized
to withhold from the Price any amounts required to perform any such repairs required under this
Section 2.2 until completion of and payment for same by the Developer. Further, if the Developer
fails to complete any such repairs within ninety (90) days following receipt by the District of the
proceeds from the sale of Bonds issued to pay the Price of the Facilities, the District may perform
and/or complete such repairs and use the funds withheld to pay the costs of same. Such assumption
of risk shall not bar any action by the Developer and/or the District for recovery against third
parties who may be responsible for such loss.
Section 2.3. Plans and Seecifications; Change Orders. The Developer will cause the
Facilities to be designed in accordance with sound engineering principles, and the standards and
specifications of the District, the Commission, the County, the City and any other agency having
or hereafter acquiring jurisdiction. The plans and specifications (including equipment and
materials lists) for the Facilities shall be prepared by the District's Engineer and submitted to and
approved by the District prior to the beginning of construction thereof.
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759997v1
No change in the final plans and specifications for the Facilities or the construction contract
shall be effected or permitted except pursuant to written change order approved by the District.
Such change orders shall clearly state changes to be made and the increase or decrease in
Construction Costs effected thereby. No substantial change shall be made without the prior
consent of the Commission, if required by the then applicable Rules of the Commission. It is
understood and agreed that any change orders are subject to the provisions of the Texas Water
Code and the Rules.
Section 2.4. Contract Documents and Bonds: Saks Tax Exemption. Along with the
plans and specifications, the Developer shall submit to the District for approval the form of contract
proposed to be used for all construction and engineering services. Further, the bid documents and
construction contract documents shall be in a form such that they constitute a "separated contract"
pursuant to the laws of the State of Texas and the rules of the Comptroller of Public Accounts of
the State of Texas in order that all tangible goods required to be purchased and incorporated into
the Facilities will be exempt from state sales and use tax. In that regard, the Developer shall obtain
a resale certificate and shall require all contractors and subcontractors to obtain a Texas Limited
Sales, Excise and Use Tax Permit prior to execution of a construction contract for the Facilities.
In addition, the Developer will assure that any services performed hereunder that are subject to
sales and use taxes are exempt from payment of such taxes. The District will issue an exemption
certificate or other appropriate document when and as necessary to assure exemption from such
sales and use taxes. The Developer shall further require all contractors to provide performance
and payment bonds comporting with the requirements of Section 53.201, et seq., Texas Property
Code, naming the Developer as the secured party in order to assure completion and payment. The
Developer shall also require all contractors to comply with any prevailing wage rate scale
heretofore or hereafter adopted by the District pursuant to Chapter 2258, Texas Government Code,
and such requirement and any such prevailing wage rate scale (or a description thereof or link
thereto) shall be included in the construction contract documents. The Developer shall file all
construction plans and specifications, contract documents and supporting engineering data with
respect to the Facilities with the Commission as and if required by the Rules and shall provide
evidence of such filing to the District. The Developer also shall record all construction contracts
and applicable payment and performance bonds in the real property records of the county or
counties in which the Service Area is located, as and if required pursuant to the provisions of
Chapter 53, Texas Property Code.
Section 2.5. Advertisement for Bids. As a service to the District, the Developer shall
advertise for bids and let construction contracts in accordance with Subchapter I of Chapter 49,
Texas Water Code, and the Rules. In the event that the Developer does not comply with such
provisions, the District may refuse to approve such construction contracts. Upon receipt of bids,
the Developer shall submit same to the District and the District's Engineer together with a
tabulation of the bids for review and approval.
Section 2.6. Construction. The Developer shall provide the necessary services on behalf
of the District to assure that all construction is performed in a good and workmanlike manner and
in accordance with the Rules. All Facilities shall be constructed in Sites dedicated to the public or
other governmental agencies or specifically conveyed and sold to the District by the Developer or
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759997v1
by third parties. The Developer shall, as a service to the District, provide inspection of the
Facilities during construction as is deemed reasonable and necessary by the District's Engineer.
Further, the District's representatives, including the District's Engineer, shall have full access at all
times to the construction by the Developer (or by third parties at the direction and expense and
under the supervision of the Developer) to make inspections thereof as the District deems
necessary. Upon completion of the construction of the Facilities, the Developer shall provide the
District with "as -built" drawings of the Facilities on "mylars." The District's Engineer shall provide
a certificate of completion to the effect that the construction has been completed in accordance
with the plans and specifications as approved by the District and has been approved by all required
regulatory agencies having jurisdiction, which certificate shall be addressed to both the Developer
and the District.
Section 2.7. Water and Sewer Connections to Facilities Constructed by the Developer.
Prior to the conveyance and sale of the WS&D Facilities to the District, as hereinafter described,
the Developer shall prohibit any person, other than the properly authorized agents of the District,
from making taps or connections to the WS&D Facilities constructed as a service to the District
by the Developer. Every public consumer desiring to connect to the WS&D Facilities constructed
by the Developer shall comply with any applicable rules, rate orders, waste orders, and regulations
which have been adopted by the District or other governmental entity with jurisdiction, including
without limitation, the County and the City.
Section 2.8. Street and Road Construction Contracts and Acceptance. In accordance
with the Rules, the Developer shall include in any Service Area street and road construction
contract a provision that places the responsibility on the contractor for repair, cleanup, and
exhumation of manholes, valve boxes, sewer pipe, and all other District facilities damaged and/or
buried as a result of construction of streets and roads. At no cost to the District, except as may
otherwise be agreed by the District under a separate agreement, the Developer shall obtain final
acceptance by the County, the City and/or the Texas Department of Transportation of all public
streets and roadways and, if applicable, related storm sewer facilities within the Service Area and
shall provide written evidence thereof to the District.
Section 2.9. Records. The Developer shall keep accurate records of both invoices for
and payments of the Price itemizing and separating all costs relative to the Price eligible for
payment by the District as set forth herein, such costs being allocated and determined in accordance
with the Rules. The Developer shall have the burden of establishing such payment and allocation
to the reasonable satisfaction of the District, the Commission, and the District's auditor, if
necessary. The District shall have the right to examine such records at reasonable times and
intervals. The Developer agrees to maintain all records in accordance with the requirements of the
Texas Public Information Act, including Subchapter J thereof relating to contracting information
as defined therein, and the Texas Local Government Records Act and all rules, regulations, policies
and retention schedules adopted thereunder with respect to any records to which said Acts apply.
Section 2.10. Conveyance and Sale by the Developer.
(a) Conveyance and Sale of Facilities. Except as provided hereinbelow, and subject to
the conditions set forth below, immediately following certification of completion of the Facilities
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by the District's Engineer, inspection and approval by all regulatory agencies with jurisdiction, and
payment by the Developer, as a financing service to the District, of the applicable Construction
Costs of the Facilities, or applicable portion or component thereof, under the construction contract,
the Developer shall convey and sell the Facilities to the District with full warranties, free and clear
of all liens, claims, encumbrances, options, charges, assessments, restrictions, limitations and
reservations (except for such restrictions, limitations and reservations which restrict the Sites or
Facilities for utility purposes), including liens for ad valorem taxes for the current year and
payments due to construction contractors, laborers and materialmen (the foregoing collectively
herein called "l ncuinbrances"); provided, however, the District may consent to any conveyance
and sale with such Encumbrances which would not unreasonably interfere with the use by the
District of the Facilities or the Sites. The Developer shall provide proof of title and proof that no
Encumbrances exist as may be reasonably required by the District. The Developer shall be
required to represent and warrant in the conveyance(s) and bill(s) of sale that (1) it has the full
legal right and authority to make the conveyance and sale, (2) it has good and marketable title to
the Facilities, (3) it is not subject to any bylaw, agreement, mortgage, lien, lease, instrument, order,
judgment, decree or other restriction of any kind or character which would prevent the execution
of the conveyance(s) and bill(s) of sale, (4) it is not engaged in or threatened with any legal action
or proceeding, nor is it under any investigation, which would prevent the execution of the
conveyance(s) and bill(s) of sale, and (5) the person executing the conveyance(s) and bill(s) of sale
on behalf of the Developer has full authority to do so without further action of the Developer. The
conveyance and bill of sale shall be substantially in the form attached hereto as Exhibit "B".
(b) Conveyance and Sale of Sites. The Developer shall further convey and sell or cause
to be conveyed and sold to the District all Sites (where such Sites have not been dedicated to the
public or another governmental agency), together with the necessary rights -of -way thereto, where
such Sites are not directly accessible to a dedicated public street. Any such Sites conveyed and
sold to the District in fee simple shall be conveyed and sold by special warranty deed. The Site
Costs shall be included in the Price. The Developer shall also assign in writing all of its rights in
and under any contractors' and materialmen's warranties and guarantees relating to the Facilities.
(c) Conditions to Acceptance. The District shall be under no obligation to accept
conveyance and sale of the Facilities unless:
(1) the Facilities have been constructed in Sites properly dedicated by recorded plat or
other recorded instrument acceptable to the District in accordance with the plans
and specifications approved by the District and in a good and workmanlike manner;
provided, however, it is understood and agreed that the District reserves the right
to assume any construction contract for the Facilities or any portion of the Facilities
prior to completion thereof;
(2) the District has received sufficient evidence that all Construction Costs (other than
costs of a market study, if required) have been paid in full by the Developer,
including, without limitation, an affidavit of bills paid from the construction
contractor, and that no Encumbrances exist on or will exist on the Facilities; and
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(3) the Commission has approved the terms and conditions of the conveyance and sale,
as and if required.
(d) Exceptions. The parties acknowledge that, pursuant to that certain Utility and Road
Agreement dated February 17, 2015 between the District and the City (the "Utility Agreement"),
as the Facilities are completed in accordance with the terms and conditions of the Utility
Agreement, they will be conveyed to, or at the direction of, the City for ownership, operation and
maintenance.
(e) Payment Obligation Survives Conveyance. Notwithstanding the conveyance and
sale of the Facilities by the Developer, the District shall remain obligated to pay the Price in
accordance with the terms of this Agreement and nothing herein shall be construed as consent by
the Developer to conveyance and sale to the District of the Facilities without adequate
compensation in the form of payment of the Price.
ARTICLE III
Payment of the Price
Section 3.1. Payment of the Price. Subject to the conditions and limitations hereafter
defined and set forth in this Article III and other conditions and limitations set forth elsewhere in
this Agreement, the providing of the goods and services by the Developer under this Agreement
including, without limitation, the construction and repair of the Facilities as heretofore provided,
and the conveyance and sale of the Facilities to the District as heretofore provided, the District
shall be obligated to pay the Price to the Developer. The Developer and the District understand
and agree that the total Price paid by the District shall be the maximum Price allowable under the
laws of the State of Texas and, if applicable or made applicable under the terms of this Agreement,
the Rules, subject, however, to any applicable orders of the Commission relating to whether any
component cost of the Price is not eligible for payment. The Developer and the District understand
and agree that such total Price will be paid only to the extent that such amounts are legally available
for such purpose, and the District agrees to pay the Price to the Developer based upon an
independent audit performed at the District's expense of the records required to be maintained
under Section 2.9 above, with said audit to be performed in accordance with the Rules and in
accordance with the applicable standards of the American Institute of Certified Public
Accountants. The parties hereto specifically agree that the amount of the Price shall not be
diminished by any action or failure to act by the District which attempts to restrict or limit said
payment, or any component cost therein, to an amount which is less than is required or allowed by
the Rules or orders of the Commission, subject, however, to the provisions of Section 3.3 below.
Section 3.2. Use of Sites. The Developer shall have the right to use all Sites presently
held by the District for the benefit of the Service Area in the performance of its obligations
hereunder, provided said use shall not unreasonably interfere with or prevent the District's use of
said Sites.
Section 3.3. Conditions. The District shall use its reasonable good faith efforts to
authorize, issue, sell and deliver the Bonds in accordance with the terms of this Agreement,
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provided that, notwithstanding any provision herein to the contrary, the District shall be under no
obligation to pay the Price unless:
(a) the Facilities have been conveyed and sold in accordance with Section 2.10 of this
Agreement;
(b) the Commission has inspected the Facilities, as and if required by then applicable
Rules, and has approved the terms and conditions of the payment of the Price;
(c) the Developer has performed all testing, cleaning and/or repairs required pursuant
to the provisions of Section 2.2 of this Agreement and any applicable Rules and/or
orders of the Commission, the costs of which may be repaid by the District if
allowed by the Commission and approved by the District;
(d) the conditions set forth in Section 3.1 have been satisfied;
(e) with respect only to any taxes levied or otherwise imposed by the District, the
District and the Developer (or the Developer's predecessor in title) and any holders
of a lien on the land in the District owned by the Developer (or the Developer's
predecessor in title) have entered into an agreement whereby there is a waiver of
the right to claim agricultural, open space, wildlife management, timberland, or
inventory valuations for any land, homes or buildings owned by the Developer (or
the Developer's predecessor in title) within the District, in accordance with the
Rules;
(f)
(g)
all obligations and requirements as set forth in the Rules, specifically including, but
not limited to, those requirements with respect to economic feasibility, shall have
been fully performed and satisfied;
the voters of the District have duly authorized the issuance of the Bonds in an
amount sufficient to pay the Price or a mutually agreed upon portion thereof, if and
to the extent the Bonds will be payable in whole or in part from ad valorem taxes
levied by the District;
(h) the Developer has provided all information reasonably required by the District's
disclosure counsel in connection with issuance of Bonds and has complied with all
applicable requirements of Rule 15c2-12 (or any successor rule) of the Securities
and Exchange Commission regarding continuing disclosure of information
(including material events as defined in said Rule 15c2-12) in connection with the
issuance of Bonds, including, without limitation, the execution of an agreement
with the District with respect to the providing of such information as and if required
by the District;
(i)
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the Developer (together with any assignee, pursuant to an assignment under Article
IV below), as and if requested by the District's bond counsel in connection with the
issuance of Bonds, has timely executed and delivered (1) a "standing letter" or other
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certification evidencing compliance with Sections 2252.152, 2271.002, 2274.002,
and 2276.002, Texas Government Code, in a form substantially similar to that set
forth under Exhibit "C" or as otherwise required by the Attorney General of the
State of Texas at the time of the request, or (2) a certificate evidencing compliance
with Section 2252.152, Texas Government Code, and the inapplicability of
Sections 2271.002, 2274.002, and 2276.002, Texas Government Code, to this
Agreement (and any assignment under Article IV below), in a form specified by
the District's bond counsel or otherwise required by the Attorney General of the
State of Texas at the time of the request;
(j) the Developer (together with any assignee, pursuant to an assignment under Article
IV below) has executed and delivered a receipt to the District in form satisfactory
to the District in which the Developer (and/or any such assignee) represents and
warrants that it (or the assignee, if applicable) is entitled to receive the Price (or
applicable portion thereof) and no other person or entity is entitled to or has a claim
to same.
Notwithstanding any provisions to the contrary in this Agreement, the District shall be
under no obligation to pay the Price with respect to any portion of the Service Area (and/or
improvements constructed therein) which is, as of the date hereof, or becomes, after the date hereof
and prior to payment of the Price, or applicable portion thereof, exempt from the levy and/or
collection of ad valorem taxes by the District. If only a portion of the Service Area (and/or
improvements constructed therein) becomes exempt as set forth above, the District, upon the
advice of its engineer, shall determine, in its sole discretion, the portion of the Price allocated to
the exempt area which shall not be subject to payment by the District to the Developer. This
paragraph shall apply notwithstanding that the Developer is not the end -user of the exempt portion
of the Service Area unless the Developer causes said end -user to pay the fees and charges due the
District from tax exempt entities (including tap fees) in accordance with the District's Rate Order
and all costs of drainage facilities or portions thereof attributable to the portion of the Service Area
that becomes exempt as set forth above.
Section 3.4. Sale of Bonds. The District will be under no obligation to pay the Price (or
portion thereof) to the Developer until the District has obtained the approving opinion of the
Attorney General of the State of Texas with respect to the issuance of Bonds and delivered, closed
and otherwise consummated the sale of the Bonds in an amount sufficient to pay the Price or a
mutually agreed upon portion thereof. The District covenants that it will, subject to the provisions
of Sections 3.1 and 3.3 and other conditions and limitations set forth in this Agreement, exercise
its best efforts to sell the Bonds immediately upon satisfaction of the conditions set forth in Section
3.3; provided, however, it is understood and agreed that the District may delay the sale of the
Bonds in the event its financial advisor determines that the Bonds would be unmarketable or that
the District would be required to pay a substantially higher interest rate than that used in the
District's application to the Commission for approval of the Bonds; and further provided, however,
it is understood and agreed that in no event shall the District be obligated to pursue any sale of
Bonds in an amount less than $1,000,000, unless the sale is the last installment of Bonds to be sold
by the District for payment to developers. It is understood and agreed that no provision of this
Agreement shall prohibit the District from issuing notes or making other financial arrangements
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in order to purchase or construct the Facilities or to pay the Price. The District agrees to cooperate
with the Developer to obtain a rating of the Bonds and/or bond insurance if determined feasible by
the District's financial advisor.
Section 3.5. Time of Payment of the Price. Subject to the conditions in Section 3.3 of
this Article and any other conditions to and limitations on payment set forth in this Agreement,
and subject to receipt by the District (or its auditor, as the case may be) of the records required by
Section 2.9 above for the audit of the Price to be paid, and subject to receipt and approval by the
District of said audit, and subject to receipt by the District of Commission approval based upon its
inspection of the Facilities as and if required, the payment of the Price shall be made within thirty
(30) days after receipt by the District of the funds from the sale of the Bonds or as soon thereafter
as possible following receipt (and approval, as applicable) of said items; provided, however, the
District may, at its sole option, pay same at an earlier time.
that:
Section 3.6. Representations by Developer. The Developer represents and covenants
(a) This Agreement, the transactions contemplated herein, and the execution and
delivery of this Agreement have been duly authorized by the Developer;
(b) This Agreement, and the representations and covenants contained herein, and the
consummation of the transactions contemplated herein, will not violate or
constitute a breach of any contract or other agreement to which the Developer is a
party; and
(c)
The Developer has made or will make sufficient financial arrangements to assure
its ability to provide funds to pay all costs associated with the goods and services
to be provided by the Developer to the District hereunder including, without
limitation, for the acquisition of goods and the construction of the Facilities and the
financing of Operation Funds.
Section 3.7. Representations by the District. The District represents and covenants that
it will use its best efforts to:
(a) If sufficient Bonds to pay all of the Price have not heretofore been authorized by
voters within the District, call and hold an election or elections to seek voter
approval of an amount of Bonds to pay said Price; provided, however, in no event
shall the District be obligated or in any way required to call and hold more than two
(2) elections for said purpose;
(b) Apply for and obtain the approval of the Commission of the completed Facilities
and for the issuance and sale of the Bonds, as and if required and subject to the
terms, conditions and limitations set forth herein;
(c) Market the Bonds, subject to the terms, conditions and limitations set forth herein,
in the manner contemplated hereby; and
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(d) Apply for and obtain the approval of the Attorney General of the State of Texas of
the Bonds, as and if sold.
Section 3.8. Survival of Representations. All representations, warranties and
agreements of the District and the Developer shall survive the conveyance and sale of the Facilities
and payment of the Price.
Section 3.9. Service to Service Area. When the District accepts conveyance and sale of
any Facilities required by Section 2.10 to be conveyed and sold to the District, the District shall
have and enjoy complete ownership of such Facilities and the Developer shall have no further
rights with respect to such Facilities except for payment of the Price. The District shall provide
facilities and services to public consumers and land within the Service Area on the same terms and
conditions as it provides services to other similar public consumers and land within the District.
Subject to the provisions of Section 2.2 and Section 3.10, the District shall maintain such Facilities
after conveyance and sale. Nothing in this provision shall be construed to relieve the Developer
of its obligation to provide Operation Funds to the District as and if required by this Agreement.
Section 3.10. Duty to Cure. The Developer shall assign to the District all its rights under
the performance and payment bonds required to be obtained by the contractors and, as provided in
Section 2.10, all contractors' and materialmen's warranties and guarantees running to it with
respect to the construction of any Facilities required to be conveyed and sold to the District under
Section 2.10. The Developer agrees, upon the District's request, to act on behalf of or together
with the District in any action to be taken by the District for correction of any construction or
engineering defects in such Facilities or satisfying any claim for goods, labor, and materials if the
District cannot act directly and to assist the District if requested in any action taken directly by the
District. The Developer hereby agrees that any such action taken by the Developer shall be
performed diligently and expeditiously and as a service to the District. The Developer's duties
under this Section shall be in addition to its duties under Section 2.2 of this Agreement.
Section 3.11. Waiver of Governmental Immunity: Remedies. The District and the
Developer agree that this Agreement constitutes a written agreement stating all the essential terms
for the provision of goods and services to the District and is subject to the provisions of the
Subchapter I of Chapter 271, Texas Local Government Code, and any successor statute(s), as and
if in effect. In accordance with Sections 271.152 and 271.153 thereof, to the extent limited,
however, by the provisions thereof, the District hereby waives any constitutional, statutory or
common law right to sovereign or governmental immunity from liability or suit and expressly
consents to be sued and liable to the extent necessary for the Developer to enforce this Agreement,
but only as to the Developer and this Agreement.
In the event of default by the Developer in any of its obligations hereunder (and which
default continues for thirty (30) days after receipt of written notice by the Developer), the District
shall have the option, but not the obligation, to assume the Developer's interest in outstanding
construction contracts and complete the construction of the Facilities and to assume the
Developer's obligation for the providing of any other goods or the performance of any other
services hereunder.
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Further, in enforcing the performance of the provisions of this Agreement, but subject to
the above, each party shall have the right to the exercise of all remedies provided at law or in
equity, including particularly, but without limitation, the right to obtain a writ of mandamus
requiring the other party to perform its obligations hereunder. No waiver of any breach or default
of any provision of this Agreement shall be deemed a waiver of any subsequent waiver or default.
If either party hereto is the prevailing party in any legal proceedings against the other
brought under this Agreement, such prevailing party shall additionally be entitled to recover court
costs and reasonable and necessary attorney's fees from the non -prevailing party to such
proceedings.
ARTICLE IV
Assignment of District Proceeds
Section 4.1. Procedure. Neither Developer nor Developer's legal representatives or
successors in interest, by operation of law or otherwise shall directly or indirectly, voluntarily or by
operation of law, sell, assign, encumber, pledge, or otherwise transfer or hypothecate (herein called
an "Assignment") Developer's rights to the Price or any other sum or portions thereof due it or to
become due it from the District or the Developer's contract right to any such sums arising out of and
by virtue of this Agreement without strictly complying with the notice procedure set forth
hereinbelow.
Section 4.2. Conditional Permitted Assignment. Developer shall have the right to (i)
assign or pledge all or a portion of the Developer's contract right to any sum due or to become due
under this Agreement to aid and assist Developer in the financing of its acquisition of the real estate
comprising the Service Area and/or the goods to be acquired by the Developer hereunder and/or its
services to be performed hereunder or for any other purpose deemed appropriate by the Developer,
and (ii) assign (either outright or by operation of law) all or a portion of any sum due or to become
due under this Agreement to a subsequent owner of the Service Area or another third party; provided,
however, that any such Assignment shall be effective as to the District only upon strict compliance
with and completion of each of the following terms and conditions:
(a) The recording of the Assignment for public notice purposes in the Official Public
Records of Real Property of the county (or counties) in which the Facilities are
located; and
(b)
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The delivery of written notice of such Assignment to the District, which notice shall
be accompanied by (1) a copy of the recorded Assignment, and (2) a "standing letter"
or other certification duly executed by the assignee evidencing compliance with (i)
Sections 2252.152, 2271.002, 2274.002, and 2276.002, Texas Government Code,
in a form substantially similar to that set forth under Exhibit "C" or as otherwise
required by the Attorney General of the State of Texas at the time of the
Assignment, or (ii) a certificate duly executed by the assignee evidencing
compliance with Section 2252.152, Texas Government Code, and the
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inapplicability of Sections 2271.002, 2274.002, and 2276.002, Texas Government
Code, to the Assignment, in a form specified by the District's bond counsel or as
otherwise required by the Attorney General of the State of Texas at the time of the
Assignment.
Section 4.3. Confirmation of Notice: Reliance. The District shall issue written
confirmation to the Developer and its assignees of receipt of any notice of Assignment provided under
Section 4.2. Except for such confirmation of receipt, the District shall not be obligated to provide any
further documentation (e.g, estoppel certificates, agreements, etc.) to Developer or its assignee in
connection with the Assignment but may do so in the District's sole discretion. The District shall be
entitled to pay any sums due or to become due under this Agreement in accordance with the most
recent Assignment with respect to which the District has been provided notice as required hereunder,
and the District's records with respect thereto shall be deemed conclusively correct. The District shall
not be required to pay any sums due or to become due under this Agreement unless the party claiming
such right to receive such sums can prove to the satisfaction of the District compliance with these
requirements, and such parry's rights thereto.
Section 4.4. Riaht to Internlead. In the event that any controversy or uncertainty should
arise with respect to rights to any sum due or to become due under this Agreement, the District shall
have the right, at its sole and absolute discretion, to institute a bill of interpleader in any court of
competent jurisdiction to determine the rights of the parties.
Section 4.5. No Waiver. The District's acknowledgment of notice of any Assignment
hereunder shall not be deemed a waiver of the District's rights hereunder or the requirements of this
Article IV with respect to any subsequent Assignments, and the parties hereto acknowledge and agree
that any subsequent Assignments shall be subject to all of the terms hereof.
ARTICLE V
Miscellaneous
Section 5.1. Liability of District. The District shall not be liable to any contractor,
engineer, attorney or materialmen employed or contracted with by the Developer, unless the
District assumes the construction contract(s) as provided in Section 3.11. The District shall have
no liability to Developer, except in accordance with the terms hereof.
Section 5.2. Force Maieure. If either party hereto is rendered unable, wholly or in part,
by force majeure to carry out any of its obligations under this Agreement, except the obligation to
pay money unless said force majeure is such that the District cannot market its bonds or access
other funds legally available and approved by the District to make payments under this Agreement,
then the obligations of such party, to the extent that due diligence is being used to resume
performance at the earliest practicable time, shall be suspended during the continuance of any
inability so caused to the extent provided but for no longer period. Such cause, as far as possible,
shall be remedied with all reasonable diligence. The term "force majeure", as used herein, shall
include, without limitation of the generality thereof, (i) acts of God, strikes, lockouts, or other
industrial disturbances, acts of the public enemy, orders of any kind of the Government of the
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United States or of the State of Texas or any civil or military authority, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts,
arrests, restraint of government and people, civil disturbances, explosions, economic collapse, and
(ii) breakage or accidents to machinery, pipelines or canals, partial or entire failure of necessary
public utilities and (iii) any other inabilities of either party, whether similar to those enumerated
or otherwise, which are not within the control of the party claiming such inability and which such
party could not have avoided by the exercise of due diligence and care. It is understood and agreed
that the settlement of strikes and lockouts shall be entirely within the discretion of the party hereto
having the difficulty, and that the above requirement that any force majeure shall be remedied with
all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the
demand of the opposing third party or parties when such settlement is unfavorable to it in the
judgment of the party hereto having the difficulty.
Section 5.3. Modification. This Agreement shall be subject to change or modification
only with the mutual written consent of the Developer and the District.
Section 5.4. Term. Except as otherwise specifically provided herein, this Agreement
shall be in force and effect until the earlier of (a) January 23, 2040, or (b) the date upon which all
of the following have occurred: the Developer has conveyed and sold the Facilities to the District,
the District has paid the Price, and the requirement of Section 2.8 with respect to acceptance of
streets and/or storm sewers has been satisfied. Notwithstanding the foregoing, the requirement of
Section 2.8 with respect to acceptance of streets and/or storm sewers shall survive any such
termination and remain an obligation of the Developer for an additional fifteen (15) years.
Notwithstanding termination of this Agreement as set forth above, Developer shall be entitled to
(a) complete the purchase of goods and performance of its services related to the construction of
any Facilities approved by the District as of the date of such termination, (b) be paid the Price
related thereto in accordance with the terms of this Agreement, and (c) be paid any other portions
of the Price accrued but unpaid at the date of such termination.
Section 5.5. Assignability. This Agreement shall bind and benefit District and its legal
successors and Developer and its legal successors, but shall not otherwise be assignable, in whole
or in part (except as provided in Article IV with respect to the Price to be paid hereunder), by either
party except by supplementary written agreements between the parties. The District understands
and acknowledges that Developer may sell all or a portion of the Service Area to another party and
agrees to cooperate with Developer in connection with the assignment or partial assignment of this
Agreement or the preparation of a similar agreement with such party, provided such agreement
shall be subject to and contain substantially the same terms and conditions as set forth herein unless
otherwise agreed to by the District. If the City dissolves the District in its entirety and such city
assumes the obligations of the District, this Agreement shall remain in full force and effect and
such city shall be entitled to the benefits of the District hereunder and shall be required to assume
the obligations of the District hereunder, including the obligation to pay the Price hereunder.
Section 5.6. ABprovaI by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by either party, the parties agree that such approval or
consent shall not be unreasonably withheld, conditioned or delayed. In the absence of notice to
the contrary, approval by the District is satisfactory if executed by the President of the Board of
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Directors of the District and approval by the Developer is satisfactory if an appropriate certificate
is executed by a person, firm or entity authorized to determine and give approval or consent. Such
approval or consent shall be effective without regard to whether given before or after the time
required herein.
Section 5.7. Statutory Representations and Verifications. For purposes of this Section
5.7, the term "affiliate" means any entity that controls, is controlled by, or is under common control
with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405 and exists to make
a profit.
(a) Foreign Terrorist Organizations. Pursuant to Chapter 2252, Texas Government
Code, Developer represents and certifies that, at the time of execution of this Agreement neither
the Developer, nor any wholly owned subsidiary, majority -owned subsidiary, parent company or
affiliate of the same, is a company listed by the Texas Comptroller of Public Accounts under
Sections 2270.0201 or 2252.153, Texas Government Code.
(b) No Boycott of Israel. As required by Chapter 2271, Texas Government Code,
Developer hereby verifies that Developer, including any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the same, does not boycott Israel and will not
boycott Israel through the term of this Agreement. The term "boycott Israel" has the meaning
assigned to such term in Section 808.001, Texas Government Code.
(c) No Firearms Discrimination. As required by Section 2274.002, Texas Government
Code, Developer hereby verifies that Developer, including any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the same, (i) does not have a practice, policy,
guidance or directive that discriminates against a firearm entity or firearm trade association, and
(ii) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or
firearm trade association" shall have the meaning assigned to such term in Section 2274.001(3),
Texas Government Code.
(d) Lonestar Infrastructure Protection Act. For purposes of Section 2275,0102, Texas
Government Code, and to the extent this Agreement grants to Developer direct or remote access
to the control of critical infrastructure, excluding access specifically allowed for product warranty
and support, Developer verifies that neither Developer, including any wholly owned subsidiary,
majority -owned subsidiary, parent company or affiliate of the same, nor any of its sub -contractors
are: (i) owned or controlled by (a) individuals who are citizens of China, Iran, North Korea, Russia
or a designated country; or (b) a company or other entity, including a governmental entity, that is
owned or controlled by citizens of or is directly controlled by the government of China, Iran, North
Korea, Russia, or a designated country; or (ii) headquartered in China, Iran, North Korea, Russia
or a designated country. The term "designated country" means a country designated by the
Governor as a threat to critical infrastructure under Section 2275.0103, Texas Government Code.
The term "critical infrastructure" shall have the meaning assigned to such term in Section
2275.0101, Texas Government Code.
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(e) No Boycott of Energy Companies. As required by 2276.002, Texas Government
Code, Developer hereby verifies that Developer, including any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the same, does not boycott energy companies,
and will not boycott energy companies during the term of this Agreement. As used in the foregoing
verification, "boycott energy companies" shall have the meaning assigned to the term "boycott
energy company" in Section 809.001, Texas Government Code.
(f) Liability for Breach. Without limiting the generality of Section 3.8 hereof, and
notwithstanding anything herein to the contrary, liability for breach of the representations and
verifications made under this Section 5.7 shall survive termination of this Agreement until barred
by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any
provision hereof.
Section 5.8. Applicable Law: Venue. This Agreement shall be governed by the laws of
the State of Texas and venue shall be in Brazos County, Texas.
Section 5.9. Severabilitv. If any provision or application of this Agreement shall be held
illegal, invalid, or unenforceable by any court, the invalidity of such provision or application shall
not affect or impair any of the remaining provisions and applications hereof.
Section 5.10. Termination of Prior Agreements. The District and the Developer hereby
agree that the (i) Amended and Restated Utility Development Agreement (Water, Sanitary Sewer
and Drainage Improvements) dated effective December 14, 2017, entered into by and between the
District and the Developer (the "WSD Agreement"), and (ii) Amended and Restated Utility
Development Agreement (Road Facilities) dated effective December 14, 2017, entered into by and
between the District and the Developer (the "Road Agreement"; together with the WSD Agreement
are collectively referred to herein as, the "Prior Agreements") are hereby amended and restated in
their entirety and that this Agreement is entered into in substitution for the Prior Agreements.
Accordingly, this Agreement shall be retroactively effective as of December 14, 2017.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written herein and effective as of the date set forth in Section 5.10 hereof in multiple
counterparts, each of which shall be deemed to be an original and all of which shall constitute and
be one and the same instrument, and the signature pages of which may be removed and aggregated
to form one Agreement reflecting execution by both parties.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
19
759997v1
ROCK PRAIRIE MANAGEMENT
DISTRI NO. 2
By.
THE STATE OF TEXAS
COUNTY OF BRAZOS
V ic� e-siden of Directors
This instrument was acknowledged before me on this 23rd day of January, 2025, by Hays
Glover, Vice -President of the Board of Directors of Rock Prairie Management District No. 2, a
political subdivision of the State of Texas, on behalf of said political subdivision.
(SEAL)
759997v1
,,.Zrt_46rbir. lie fl()//tISZIY\
Notary Public in and for the
StateofTEXAS
SABRINA D JOHNSTON
-; Notary Public, State of Texas
rN, •p r Comm. Expires 01-07-2028
;$;f-ti*. Notary ID 132302220
ins}
20
COLLEGE STATION DOWNTOWN RESIDENTIAL,
LLC, a Texas limited liability company
By: GREENS PRAIRIE INVESTORS, LTD., a Texas
limited partnership, its Manager
By: GREENS PRAIRIE ASSOCIATES LLC, a
Texas limited liability company, its General
Partner
By: ' (fF/
Name: 1Ri-11-lCe t rt.
0 .4 f �
Title: ti'Yl..�}._ _�. _ r ..4.14e.J
THE STATE OF TEXAS §
COUNTY OF BRAZOS §
This s ment nowledged before melon this a'
2025, by f,C-� III .,
1,ar Ern rxt jr0...
LLC, a Texas limited liability cGmpany and General/ Partner o
Texas limited partnership and Manager of College Station Downtown Residential, LLC, a Texas
limited liability company, on behalf of said entities.
PAULA BLAKE
My Notary ID # 2865126
Expires May 2i, 2028
.j
ay orate+
Greens Prairie Asso6ates
reens Prairie Investors, t ., a
Notafy Public in and for the
State of TEXAS
TEXAS ETHICS COMMISSION FORM 1295 COMPLIANCE
UNDER SECTION 2252,908, TEXAS GOVERNMENT CODE, A GOVERNMENTAL ENTITY MAY NOT ENTER INTO
CERTAIN CONTRACTS WITH A BUSINESS ENTITY UNLESS THE BUSINESS ENTITY SUBMITS A DISCLOSURE OF
INTERESTED PARTIES FORM (A "FORM 1295") TO THE GOVERNMENTAL ENTITY AT THE TIME THE BUSINESS ENTITY
SUBMITS THE SIGNED CONTRACT TO THE GOVERNMENTAL ENTITY. BY EXECUTION OF THIS AGREEMENT ABOVE
AND BELOW, THE BUSINESS ENTITY REPRESENTS AND WARRANTS TO THE DISTRICT THAT IT (CHECK THE
APPROPRIATE BOX):
El IS A PUBLICLY TRADED BUSINESS ENTITY, OR A WHOLLY OWNED SUBSIDIARY OF A PUBLICLY
TRADED BUSINESS ENTITY, AND A FORM 1295 IS NOT REQUIRED TO BE SUBMITTED TO THE
DISTRICT PURSUANT TO SECTION 2252.908(C)(4), TEXAS GOVERNMENT CODE; OR
SUBMITTED THE ATTACHED AND FOLLOWING FORM 1295 TO THE DISTRICT ON
January 23, 2025, WI-0CH IS THE TIME BUSINESS ENTITY SUBMITTED THE SIGNED
AGREEMENT TO THE DISTRICT.
759997v1
21
REPRESENTATIVE OF BUSINESS ENTITY
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
College Station Downtown Residential LLC
College Station, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Rock Prairie Management District No. 2
FORM 1295
1 of 1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2025-1260702
Date Filed:
01/24/2025
Date Acknowledged:
01/28/2025
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
01232025
Rock Prairie Management District No. 2 Utility Development Agreement, Assignment and Acknowledgement
4
Philllips III, Wallace
Phillips, Dawn
Hillert, Vicki
Durham, John
Murr, James
Name of Interested Party
5 Check only if there is NO Interested Party.
6 UNSWORN V.I
ARATION
DECl le-1--1-
My name is
My address is [ Ilk l l Lt`U -kw'•--
(street)
1 declare under penalty at perjury that the foregoing is true and correct.
Executed in
Zo
Forms provided by Texas Ethics Commission
City, State, Country (place of business)
College Station, TX United States
College Station, TX United States
College Station, TX United States
Port Aransas, TX United States
College Station, TX United States
Nature of interest
(check applicable)
Controlling Intermediary
. and my date of birth is I 4)--I .3/ !�
ffi at .
�ly] (state) (zip code) (country)
County, State of TL 5 , on the 01,3 day of( ra.44412r, 20 eP
Y ' I
www.ethics.state.tx.us
(giant
Signature of authorized agent of contracting business entity
(Declarant)
Version V4.1.0.d378aba0
(year)
EXHIBIT "A"
Description of Service Area
111.679 ACRE TRACT
METES AND BOUNDS DESCRIPTION
OF A
111.679 ACRE TRACT
THOMAS CARUTHERS LEAGUE, A-9
COLLEGE STATION, BRAZOS COUNTY, TEXAS
METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND
BEING SITUATED 1N THE TH.OMAS, CARUTHERS LEAGUE, ABSTRACT NO. 9, COLLEGE STATION,
BRAZOS COUNTY, TEXAS. SAID TRACT BEING A PORTION OF THE REMAINDER. OF A CALLED 231.97
ACRE TRACTAS DESCRIBED BY A DEED TO COLLEGE STATION LAND INVESTMENT, LP RECORDED IN
VOLUME 10600, PAGE 156 OF THE~ OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS.
SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING AT A 1/2 INCH IRON SET (IN 2012) ON THE SOUTH LINE OF ROCK PRAIRIE ROAD
(VARIABLE WIDTH RO.W.) MARKING THE NORTHWEST CORNER OF SAIA 231.97 ACRE TRACT AND
THE NORTHEAST CORNER OF THE REMAINDER OF A CALLED 10.846 ACRE TRACTAS DESCRIBED BY A
DEED TO JO ANN ATKINS RECORDED IN VOLUME 267, PAGE 483 OF THE DEED RECORDS OF BRAZOS
COUNTY, TEXAS, FOR REFERENCE A 1/2 INCH IRON ROD FOUND HEARS: S 13° 49' 13" W FOR A
DISTANCE OF 1.02 FEET;
THENCE: S 86° 27' 34" E ALONG THE SOUTHLINE OF ROCK PRAIRIE ROAD FOR A DISTANCE OF 603.26
FEET TO A 1/2 INCH IRON ROD FOUND MARKING AN ANGLE POINT TN SAID LINE, FOR REFERENCE A
1/2 INCH IRON ROD FOUND BEARS: S 04° 14' 47" W FOR A DISTANCE. OF 1.00 FEET;
THENCE: S 85° 01' 50" E CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR A
DISTANCE OF 5.27 FEET TO THE POINT OF BEGINNING OF THIS HEREIN DESCRIBED TRACT;
TRICE: CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR THE FOLLOWING
CALLS:
S 85° 01' 50" E FOR A DISTANCE OF 1221.28 FEET TO A 1/2 INCH IRON ROD SET (1N 2012), FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 05°• 17' 18" W FORA DISTANCE OF 1.00
FEET;
S 84° 23' 35" E FOR A DISTANCE OF 70.89 FEET TO A 1/2 INCH IRON ROD SET (IN 2012);
N 00° 40' 34" W FOR A DISTANCE OF 1.51 FEET TO A 1/2 INCH IRON ROD SET (IN 2012);
S 84° 23' 35" E FOR A DISTANCE OF 543.05 FEET TO A 1/2 INCH IRON ROD SET (IN 2012),. FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 06° 46' 24" W FOR A DISTANCE OF 2.50
FEET;
S 82° 03' 3 8" E FOR A DISTANCE OF 195.36 FEET TO A 1/2 INCH IRON ROD SET (IN 2012) ON THE
WEST LINE OF LOT 1, ROCK PRAIRIE BAPTIST CHURCH, ACCORDING TO THE PLAT
RECORDED IN VOLUME 7312, PAGE 207 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS
COUNTY, TEXAS, FOR REFERENCE A 1/2 INCH IRON ROD FOUND MARKING THE NORTHWEST
CORNER OF SAID LOT 1 BEARS: N 07° 35' 00" E FORA DISTANCE OF 7.64 FEET AND ANOTHER
1/2 INCH IRON.ROD FOUND BEARS: S 07° 58' 42" W FOR A DISTANCE OF 2.50 FEET;
1
111.679 ACRE TRACT
THENCE: S 07° 58' 42" W ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID LOT 1 FOR
A DISTANCE OF 528.64 FEET TO A 1/2 INCEI IRON ROD SET (1N 2012) MARKING THE SOUTHWEST
CORNER OF SAID LOT 1;
THENCE: S 82° 01' 39" E CONTINUING ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND
SAID LOT 1 FOR A DISTANCE OF 698.85 FEET TO A 1/2 INCH IRON ROD FOUND ON THE WESTERLY LINE
OF A CALLED 13.95 ACRE TRACT AS DESCRIBED BY A DEED TO OLIVERGOEN RECORDED'IN VOLUME
10424, PAGE 40 OF THE OFFICIAL PUBLIC RECORDS OP' BRAZOS COUNTY, TEXAS, MARKING THE
SOUTHEAST CORNER OF SAID LOT 1;
THENCE: ALONG THE COMMONLINE OF SAID .231.97 ACRE TRACT AND SAID 13.95 ACRE TRACT FOR
THE FOLLOWING CALLS:
S 20° 23' 16" E FORA DISTANCE OF 112.62 FEET TO A CROSS -TIE FENCE POST FOUND;
S 41° 51' 55" W FORA DISTANCE OF 1390.07 FEET TO A 6 INCH FENCE POST FOUND;
S 48° 02' 02" E FOR A DISTANCE OF 341.48 FEET TO A L /2 INCH IRON ROD FOUND MARKING
THE SOUTH CORNER OF SAID 13.95 ACRE TRACT AND THE MOST WESTERLY CORNER OF A
CALLED 19.61 ACRE TRACT AS DESCRIBED BY A DEED TO ARCHIE P. CLARK AND LINDA L.
CLARK RECORDED IN VOLUME 561, PAGE 28 OF THE OFFICIAL RECORDS OF BRAZOS
COUNTY, TEXAS;
THENCE: S 48° 17' 01" E ALONG THE 'COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 19.61 ACRE
TRACT FOR A DISTANCE OF 250.65 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE SOUTH
CORNER OF SAID 1.9.61 ACRE TRACT AND THE WEST CORNER OF A CALLED 19.69 ACRE TRACT AS
DESCRIBED BY A DEED TO EUGENE BERNARD SAVAGE, III AND GRACE LYNN SAVAGE RECORDED IN
VOLUME 7912, PAGE 265 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS;
THENCE: S 48° 35' 09" E ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 19.69 ACRE
TRACT FOR A DISTANCE OF 437.42 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE SOUTH
CORNER OF SAID 19.69 ACRE TRACT AND THE WEST CORNER OF A CALLED 66.32 ACRE TRACT AS
DESCRIBED BY A DEED TO THE CITY OF COLLEGE STATION RECORDED INVOLUME 4480, PAGE 135 OF
THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, SAID IRON ROD FOUND BEING ON THE
NORTHERLY LINE OF A CALLED 100.64 ACRE TRACT AS DESCRIBED BY A DEED TO THE CITY OF
COLLEGE STATION RECORDED IN VOLUME 6927, PAGE 226 OF THE OFFICIAL PUBLIC RECORDS OF
I3RAZOS COUNTY, TEXAS;
THENCE: S 77° 55' 55" W ALONG THE COMMON LINE OF SAID.231.97 ACRE TRACT AND SAID 100.64
ACRE TRACT FOR A •DISTANCE OF 1491.58 FEET TO THE SOUTHWEST CORNER OF THIS HEREIN
DESCRIBED TRACT;
THENCE: THROUGH SAID 231.97 ACRE TRACT FOR THE FOLLOWING CALLS:
N 20° 36' 12" W FOR A DISTANCE OF 176,11 FEET TO THE BEGINNING OF A CLOCKWISE .CURVE
HAVING A RADIUS OF 496.95 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19° 14' 22" FOR AN ARCDISTANCE OF
166.87 FEET (CHORD BEARS: N 78° 18' 35" E-166.09 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 619.38 FEET:
2
111.679 ACRE TRACT
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04° 41' 59" FORAN ARC DISTANCE OF
50.81 FET (CHORD BEARS: S 89° 43' 14" E - 50.79 FEET) TO THE END OF SAID CURVE.AND TEE
BEGINNING OF A NON -TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 707.92
FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18° 37' 59" FORAN ARC DISTANCE OF
230.22 FEET (CHORD BEARS; N 79° 45' 24" E-229.21 FEET) TO THE END OF SAID CURVE AND
1'1-1.h. BEGINNING OF A COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 1331.46.FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07° 55'41" FOR AN ARC DISTANCE OF
184.24 FEET (CHORD BEARS: N 66° 28' 34" E-184.09 FEET) TO THE END OF SAID CURVE;
N 27°29' 17" W FOR A DISTANCE OF 30.00 FEET TO THE BEGINNING OF A CLOCKWISE CURVE
HAVING A RADIUS OF 1301.46 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07° 55141" FOR AN ARC DISTANCE OF
180.09 FEET (CHORD BEARS; S 66° 28' 34" W-179.94 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 677.92 FEET;
ALONG SAID CURVE THROUGH A CENTRALANGLE OF 18°33' 22" FOR AN ARC DISTANCE OF
219.55 FEST (CHORD BEARS: S 79° 43' 05" W - 218.59 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A NON -TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF
649.38 FEET;
ALONG SAID CURVE THROUGHA CENTRAL ANGLE OF 04° 36' 57" FOR AN ARC DISTANCE OF
52.31 FEET (CHORD BEARS: N 89° 45' 46" W - 52.30 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 526.95 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19° 1 1' 57" FOR AN ARC DISTANCE OF
176:57 FEET (CHORD BEARS: S 78° 19' 48" W-175.75 FEET) TO THE END OF SAID CURVE;
N 20° 36' 12" W FORA DISTANCE OF 605.45 FEET;
N 17° 18' 20" E FOR A DISTANCE OF 383.01 FEET TO THE BEGINNING OF A
COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 210.00 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89° 22' 44" FOR AN ARC DISTANCE OF
327.59 FEET (CHORD BEARS: IV 27° 23' 02" W - 295.37 FEET) TO THE END OF SAID CURVE;
N 72° 04' 24" WFOR A DISTANCE OF 125.34 FEET;
N 80° 33' 42" W FOR A DISTANCE OF'208.59 FEET;
N 42° 25' 58" W FOR A DISTANCE OF 195.39 FEET TO THE BEGINNING OF A
COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 626.50 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04° 30' 42" FOR AN ARC DISTANCE OF
49.33 FEET (CHORD BEARS: N 45° 18' 41" E - 49.32 FEET) TO THE END OF SAID CURVE;
3
111.679 ACRE TRACT
N 04° 58' 3.7" E FOR A DISTANCE OF 87.76 FEET;
N 85° 01' 23" W FOR A DISTANCE OF 576.72 FEET;
N 03° 32' 26." E FORA DISTANCE OP 919.45 FEET;
S 86° 27' 34" E FOR. A DISTANCE OF 129.36 FEET;
N 03° 32' 26" E FOR A DISTANCE OF 135.00 FEET;
S 86° 00' 06" E FORA DISTANCE OF 32.20 FEET;
N 03° 32' 26" EFOR A•DISTANCE OF 130.13 FEET TO THE POINT OF BEGINNING CONTAINING
111.679 ACRES OF LAND, MORE OF LESS, AS SURVEYJD ON THE GROUND MAY 2015,
BEARING SYSTEM SHOWN HEREIN IS BASED ON THE DE I] CALL BEARINGS OF SAID 231.97
ACRE TRACT, 10600/156. SEE, PLAT PREPARED JUL'( 2017 FOR MORE DESCRIPTIVE
fN FORMATION.
BRAD KERR
REGISTERED PROFESSIONAL
LAND SURVEYOR No. 4502
D:/WORK/MAB/17-460B.MAB
4
1f
(3)
(4)
(5)
(6)
(7)
METES AND BOUNDS DESCRIPTION
29.16 ACRES (TRACT 3) IN THE
THOMAS CARUTHERS LEAGUE, ABSTRACT NO. 9
BRAZOS COUNTY, TEXAS
A 29.16 ACRE TRACT OF LAND SITUATED IN THE THOMAS CARUTHERS LEAGUE, A-9, BRAZOS
COUNTY, TEXAS, OUT OF A CALLED 13.95 ACRE TRACT AND OUT OF A CALLED 19.352 ACRE
TRACT AS DESCRIBED AND RECORDED IN VOLUME 16558, PAGE 80 OF THE BRAZOS COUNTY
DEED RECORDS (B.C.D.R.); SAID 29.16 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS, (BEARINGS BASED ON THE TEXAS STATE PLANE
COORDINATE SYSTEM OF 1983, SOUTH CENTRAL ZONE, AS DETERMINED BY GPS
MEASUREMENTS):
BEGINNING at a capped 1/2-inch iron rod stamped "Mayo 5045" found at the southeast corner
of Rock Prairie Baptist Church, a subdivision of record in Volume 7312, Page 207 B.C.D.R. and
being a northeasterly corner of the remainder of a called 231.97 acre tract described in deed
and recorded in Volume 10600, Page 156 B.C.D.R. from which a capped 1/2-inch iron rod
stamped "Kerr 4502" found at the southwest corner of said Rock Prairie Baptist Church;
(1) THENCE, North 20°21'51" West, with the easterly line of said Rock Prairie Baptist Church, a
distance of 630.98 feet to a point in the southerly right-of-way line of Rock Prairie Road (width
varies);
(2) THENCE, South 82°06'14" East, with the southerly right-of-way line of said Rock Prairie Road, a
distance of 44.49 feet to a point for corner;
THENCE, South 07°53'46" West, a distance of 26.99' to a point for corner;
THENCE, South 41°25'33" East a distance of 93.48' to a point for corner;
THENCE, South 20°21'51" East a distance of 629.27' to a point for corner;
THENCE, North 81°26'51" East a distance of 101.47' to a point of curvature to the left;
THENCE, with said curve to the left having a radius of 470.00', an arc length of 136.13', a central
angle of 16°35'42" and having a chord bearing of North 73'09'00" East and distance of 135.65'
to a point in the southerly line of a called 2.996 acre tract described in deed and recorded in
Volume 10990, Page 21 B.C.D.R.;
(8) THENCE, South 77°24'39" East, with the southerly line of said 2.996 acre tract, a distance of
94.28 feet to the southeast corner of said 2.996 acre tract and the southwest corner of a called
1.9035 acre tract as described in deed and recorded in Volume 13349, Page 138 B.C.D.R.;
(9) THENCE, South 77°16'36" East, with the southerly line of said 1.9035 acre tract, a distance of
152.75 feet to the southeast corner of said 1.9035 acre tract;
(10) THENCE, North 12°44'0S" East, with the easterly line of said 1.9035 acre tract, a distance of
544.55 feet to a point in the southerly right-of-way line of said Rock Prairie Road;
Page 1of2
29.15 ACRES
T. Caruthers, A-9
(11) THENCE, South 77°01'02" East, with the southerly right-of-way line of said Rock Prairie Road, a
distance of 398.73 feet to a point in the westerly line of the residue of a called 19.69 acre tract
as described in deed and recorded in Volume 10745, Page 153 B.C.D.R.;
(12) THENCE, South 23°07'46" West, with the westerly line of said 19.69 acre tract, a distance of
524.09 feet to an angle point in the westerly line of said 19.69 acre tract;
(13) THENCE, South 43°29'39" West, continuing with the westerly line of said 19.69 acre tract, a
distance of 1922.15 feet to a 1/2-inch iron rod found at the westerly corner of said 19.69 acre
tract and the southerly line of said 19.352 acre tract;
(14) THENCE, North 48°17'01" West, with the southerly line of said 19.352 acre tract, a distance of
250.65 feet to a 1/2-inch iron rod found at the common southerly corner of said 19.352 acre
tract and said 13.95 acre tract;
(15) THENCE, North 48°02'02" West, a distance of 341.48 feet to an internal angle in the easterly line
of said 231.97 acre tract an the westerly corner of said 13.95 acre tract;
(16) THENCE, North 41°51'55" East, with an easterly line of said 231.97 acre tract, a distance of
1,390.07 feet to an angle point in an easterly line of said 231.97 acre tract;
(17) THENCE, North 20'23'16" West, continuing with an easterly line of said 231.97 acre tract, a
distance of 112.62 feet to the POINT OF BEGINNING and containing 29.16 Acres of land.
This document was prepared under 22 TAC 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.
EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA
Charles Kennedy Jr., f .L.S.
Texas Registration No. 5708
10011 Meadowglen Lane
Houston, Texas 77042
713-784-4500
TBPLS 10092300
o=,
•r. :>=_' :ram_ :is ..es
AF1 E'_ h
.rs-s�..•ti. ... :r�:
7-1
Date: 06/01/2021
Job No: 151-068-00
File No: R:\2o15\151-068-00\Rocs\Description\Boundary\RockPralrie MD No2-tract3(29ac).doc
Page 2 of 2
EXHIBIT "B"
CONVEYANCE AND BILL OF SALE OF FACILITIES
( Facilities)
THE STATE OF TEXAS
§ KNOW ALL PERSONS BY THESE PRESENTS THAT:
COUNTY OF BRAZOS
College Station Downtown Residential, LLC, a Texas limited liability company, with
offices at 4121 State Highway 6 South, College Station, Brazos County, Texas 77845 ("Grantor"),
a developer of land within Rock Prairie Management District No. 2, a political subdivision of the
State of Texas created by an Act of the 83rd Texas Legislature under the terms and provisions of
Article XVI, Section 59 of the Constitution of Texas, and operating under and governed by the
provisions of Chapter 3909, Special District Local Laws Code, with offices located at 1300 Post
Oak Boulevard, Suite 2400, Houston, Texas 77056 ("Grantee"), for and in consideration of the
sum of TEN DOLLARS ($10.00) and other good and valuable consideration, receipt of which is
hereby acknowledged, and in further consideration of the agreement of Grantee to pay the "Price"
as defined in and pursuant to the terms of that certain Amended and Restated Utility Development
Agreement by and between the Grantor and the Grantee dated effective December 14, 2017 (the
"Agreement"), has TRANSFERRED, BARGAINED, GRANTED, SOLD, CONVEYED,
ASSIGNED, SET OVER and DELIVERED, and by these presents does TRANSFER, BARGAIN,
GRANT, SELL, CONVEY, ASSIGN, SET OVER and DELIVER, to Grantee, its successors and
assigns, all its right, title and interest in the facilities and all goods, plants, appliances,
and works incorporated as part of the facilities, including without limitation all Facilities as defined
in the Agreement and/or as listed and described in the Contract, as defined below (collectively
referred to herein as the "Facilities"), constructed under that certain agreement dated
20_, by and between Grantor and , as amended or revised by any and all
change orders (the "Contract"), providing for the construction of the Facilities in order for Grantee
to serve the public and land within Grantee's boundaries, together with any and all benefits
extending or services to be provided to the I ["Owner" (as defined in the Contract),] including any
warranties and performance and payment bonds, under the Contract or relating to the Facilities, all
of which are located within easements or sites dedicated by plat or otherwise to Grantee, Brazos
County, another governmental entity, or the public generally and filed of record in the Official
Public Records of Real Property of Brazos County, Texas, and which easements or sites are listed
on Exhibit "1" attached hereto and made a part hereof for all purposes. The conveyance and sale
of the Facilities hereunder is made free and clear of all liens, claims, encumbrances, options,
charges, assessments, restrictions, limitations, and reservations (except for restrictions, limitations
and reservations which restrict the Facilities or said easements and sites to utility, drainage, or
similar governmental purposes), including liens for ad valorem taxes for the current year and
payments due to construction contractors, laborers and materialmen, affecting the Facilities.
Check contract to see if this term is used to refer to the Developer in the underlying construction contract. Revise
as necessary.
759997v1
TO HAVE AND TO HOLD the above -described Facilities together with all and singular
the rights and appurtenances thereunto in anywise belonging, including all necessary rights of
ingress, egress, and regress, unto Grantee, its successors and assigns, forever; and Grantor does
hereby bind itself, its successors and assigns to warrant and forever defend, all and singular, the
above -described Facilities subject to the matters herein set forth, unto Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same or any part
thereof, by, through or under Grantor, but not otherwise.
Grantor binds and obligates itself, its successors and assigns to execute and deliver at the
request of Grantee any other or additional instruments of transfer, bills of sale, conveyances, or
other instruments or documents which may be necessary or desirable to evidence more completely
or to perfect the transfer to Grantee of the Facilities.
Grantor, in addition to the other representations and warranties herein, specifically makes
the following agreements, representations and warranties:
1. As of the date hereof Grantor has complied with all terms, provisions and covenants
of, and performed all required services under, the Agreement as the Agreement relates
to the Facilities, Grantor has paid in full all Construction Costs (as defined in such
Agreement) of the Facilities (except for the costs of a market study) and Grantor
understands and agrees that the terms, provisions and covenants of the Agreement,
including, without limitation, the provisions of Section 2.2 and Section 2.8 thereof,
shall remain in force and effect notwithstanding this conveyance and sale.
2. Grantor caused construction and installation of the Facilities conveyed and sold
hereunder, the purchase of goods, and the performance of other services under the
Agreement to be accomplished in the manner required by the Rules of the Texas
Commission on Environmental Quality in effect at the time the Contract was executed
and during such construction.
3. Grantor has the full legal right and authority to make the sale, transfer, and assignment
herein provided.
4. Grantor has good and marketable title to the Facilities conveyed and sold hereunder, is
not a party to any written or oral contract which adversely affects this conveyance and
sale, and is not subject to any bylaw, agreement, mortgage, lien, lease, instrument,
order, judgment, decree, or other restriction of any kind or character which would
prevent the execution of this conveyance and bill of sale.
5. Grantor is not engaged in or threatened with any legal action or proceeding, nor is it
under any investigation, which would prevent the execution of this conveyance and bill
of sale.
6. The person executing this conveyance and bill of sale on behalf of Grantor has full
authority to do so, and no further official action need be taken by Grantor to validate
this conveyance and bill of sale.
2
759997v1
7. [There are no holders of liens against the Facilities.] [Other than the entity or entities
executing the attached Lienholder Consent and Release, there are no holders of liens
against the Facilities.]
The representations, warranties, covenants, indemnities, and other agreements contained
herein shall be deemed to be material and continuing, shall not be merged, and shall survive the
closing of this transaction and the delivery of the Facilities, except as otherwise herein expressly
provided.
The parties represent that neither has used any agent or broker to bring about this
conveyance and sale and agree that no fee is due any agent or broker by reason hereof.
This conveyance and bill of sale may be executed in a number of counterparts, each of
which shall, for all purposes, be deemed to be an original, and all such counterparts shall together
constitute and be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this conveyance and bill of sale
to be executed and delivered by their duly authorized officers.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
3
759997v1
EXECUTED this the day of , 20 .
THE STATE OF TEXAS
COUNTY OF BRAZOS
COLLEGE STATION DOWNTOWN RESIDENTIAL,
LLC, a Texas limited liability company
By: GREENS PRAIRIE INVESTORS, LTD., a Texas
limited partnership, its Manager
By: GREENS PRAIRIE ASSOCIATES LLC, a
Texas limited liability company, its General
Partner
By:
Name:
Title:
"Grantor"
This instrument was acknowledged before me on this day of
2025, by •
of Greens Prairie Associates
LLC, a Texas limited liability company and General Partner of Greens Prairie Investors, Ltd., a
Texas limited partnership and Manager of College Station Downtown Residential, LLC, a Texas
limited liability company, on behalf of said entities.
(SEAL)
759997v1
4
Notary Public in and for the
State ofTEXAS
AGREED TO AND ACCEPTED THIS day of . 20.
ROCK PRAIRIE MANAGEMENT
DISTRICT NO. 2
By:
THE STATE OF TEXAS
COUNTY OF BRAZOS
President, Board of Directors
"Grantee"
This instrument was acknowledged before me on this 23rd day of January, 2025, by
of the Board of Directors of Rock Prairie Management
District No. 2, a political subdivision of the State of Texas, on behalf of said political subdivision.
(SEAL)
5
Notary Public in and for the
State of TEXAS
759997v1
LIENHOLDER CONSENT AND RELEASE
of , Texas, whose address is ,
, [Texas] , a organized under the laws of the [State of
1 [United States of America], being the sole beneficiary of a mortgage lien and other
liens, assignments and security interests encumbering all or a portion of the easements or sites in
which the Facilities (as defined in the foregoing Conveyance and Bill of Sale of Facilities) are
located, created pursuant to that certain [Deed of Trust] dated , recorded in the
Official Public Records of Real Property of Brazos County, Texas, under Brazos County Clerk's
File No. , [and those certain related documents recorded in the Official Public Records
of Real Property of Brazos County, Texas, under Brazos County Clerk's File No[s]. 1
(the "Lien Documents"), securing a promissory note of even date with said [Deed of Trust], hereby
consents to the terms and provisions of the foregoing Conveyance and Bill of Sale of Utility
Facilities and acknowledges that the execution thereof does not constitute a default under the Lien
Documents or any other document executed in connection with or as security for the indebtedness
above described, and hereby releases and discharges the Facilities, as defined in the foregoing
Conveyance and Bill of Sale of Facilities, from the liens of the Lien Documents and any other
liens and/or security instruments securing said indebtedness, and acknowledges and agrees that a
foreclosure of said liens and/or security interests shall not include said Facilities. No warranties
of title are hereby made by lienholder, lienholder's joinder herein being solely limited to such
consent and release.
THE STATE OF TEXAS
COUNTY OF
759997v1
By:
Name:
Title:
§
§
§
This instrument was acknowledged before me on this day of , 20_, by
, of , a
, on behalf of said .
(SEAL)
Notary Public in and for
the State of TEXAS
EXHIBIT "1"
[To be provided by Engineer - recording information for all easements and/or sites for all facilities
to be conveyed, whether easements/sites dedicated by plat or separate conveyance; e.g. all "off -
plat" easements should be listed.]
SAMPLE:
2. Public easements in the Subdivision, Section , , Brazos County,
Texas, a subdivision according to the map or plat thereof recorded under Clerk's File No.
at Film Code of the Map Records of Brazos County, Texas.
3. [Water Line][Sanitary Sewer][Storm Sewer] Easement recorded in the Real Property
Records of Brazos County, Texas under Clerk's File No. at Film Code
4. Special Warranty Deed for [water plant] [detention pond] [wastewater treatment plant] [lift
station] [drainage channel] site recorded in the Real Property Records of Brazos County,
Texas under Clerk's File No. at Film Code
759997v1
EXHIBIT "C"
FORM OF STANDING LETTER
[Date]
Office of the Attorney General of Texas:
With respect to that certain Amended and Restated Utility Development Agreement, by and
between College Station Downtown Residential, LLC, a Texas limited liability company, and
Rock Prairie Management District No. 2 (the "District"), dated effective December 14, 2017 (the
"Effective Date"), and any related amendments thereto or assignments thereof, submitted with the
record of public security proceedings, the undersigned company, for purposes of sections
2252.152, 2271.002, 2274.002, and 2276.002, Texas Government Code, as amended, hereby
verifies that the company and any parent company, wholly owned subsidiary, majority -owned
subsidiary, and affiliate:
1) Do not boycott energy companies and will not boycott energy companies during the term
of such contracts. "Boycott energy company" has the meaning provided in section 809.001
of the Texas Government Code.
2) Do not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association will not discriminate against a firearm entity or firearm
trade association during the term of such contracts. "Discriminate against a firearm entity
or firearm trade association" has the meaning provided in section 2274.001(3) of the Texas
Government Code. "Firearm entity" and "firearm trade association" have the meanings
provided in section 2274.001(6) and (7) of the Texas Government Code.
3) Do not boycott Israel and will not boycott Israel during the term of such contracts. "Boycott
Israel" has the meaning provided in section 808.001 of the Texas Government Code.
4) Unless affirmatively declared by the United States government to be excluded from its
federal sanctions regime relating to Sudan, its federal sanctions regime relating to Iran, or
any federal sanctions regime relating to a foreign terrorist organization, are not identified
on a list prepared and maintained by the Texas Comptroller of Public Accounts under
section 2252.153 or section 2270.0201 of the Texas Government Code.
The term "affiliate" means any entity that controls, is controlled by, or is under common control
with the company within the meaning of SEC Rule 405, 17. C.F.R. § 230.405 and exists to make
a profit.
The undersigned understands that the Office of the Attorney General of Texas may rely on and is
receiving the information in this letter in its review and approval of public securities under Texas
law. Should a change occur that renders this letter ineffective, the company shall notify the Public
Finance Division immediately by email to PFDSupport@oag.texas.gov, with the phrase
"Ineffective Standing Letter" in the subject heading.
759997v1
COLLEGE STATION DOWNTOWN RESIDENTIAL,
LLC, a Texas limited liability company
By: GREENS PRAIRIE INVESTORS, LTD., a Texas
limited partnership, its Manager
By: GREENS PRAIRIE ASSOCIATES LLC, a
Texas limited liability company, its General
Partner
2
By:
Name:
Title:
759997v1
Exhibit C
ACKNOWLEDGMENT OF NOTICE AND INDEMNITY
The undersigned, Rock Prairie Management District No. 2 (the "District") does hereby
acknowledge its receipt of notice of that certain Collateral Assignment of Utility Development
Agreement Proceeds dated the 23rd day of January, 2025 (the "Assignment") by and between
College Station Downtown Residential, LLC, a Texas limited liability company ("Assignor") and
College Station Town Center, Inc., a Texas corporation ("Assignee"), which Assignment is
attached hereto as Exhibit "A", concerning that certain Amended and Restated Utility
Development Agreement (Water, Sewer, and Drainage Facilities; Road Facilities) dated January
23, 2025, but effective as of December 14, 2017, by and between Assignor and the District.
By its execution of this Acknowledgment the District disclaims any representations as to
(i) the validity of the Assignment, and (ii) whether Assignor and/or Assignee have satisfied the
terms and conditions set forth in the Agreement which must be satisfied prior to the accrual of the
District's obligation to pay any sum or sums due, or to become due, under the Agreement.
Assignor hereby represents and warrants that it has not assigned or attempted to assign any
of its right, title, interest, or benefit in and under the Agreement and which is assigned by the
Assignment to any other person or entity, other than Assignee. In consideration of the District's
execution of this Acknowledgment, ASSIGNOR HEREBY AGREES TO INDEMNIFY,
DEFEND AND HOLD THE DISTRICT HARMLESS FROM AND AGAINST ANY AND
ALL LOSS, COST, EXPENSE OR LIABILITY (INCLUDING REASONABLE
ATTORNEYS' FEES), ARISING OUT OF OR IN ANY WAY RELATED TO (I)
ASSIGNOR'S BREACH OF THE FOREGOING REPRESENTATION AND
WARRANTY, AND (II) ANY CLAIMS, LAWSUITS, JUDGMENTS, DISPUTES,
PROTESTS, CHALLENGES AND SIMILAR MATTERS ASSERTED BY ASSIGNOR AS
TO ANY SUM OR SUMS DUE, OR TO BECOME DUE, UNDER THE AGREEMENT.
Assignee hereby represents and warrants that it will not assign or attempt to assign any of
its right, title, interest or benefit in and under the Agreement unless such assignment strictly
complies with the terms of such Agreement. IN CONSIDERATION OF THE DISTRICT'S
EXECUTION OF THE ACKNOWLEDGMENT, ASSIGNEE HEREBY AGREES TO
INDEMNIFY, DEFEND AND HOLD THE DISTRICT HARMLESS FROM AND
AGAINST ANY AND ALL LOSS, COST, EXPENSE OR LIABILITY (INCLUDING
REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN ANY WAY RELATED
TO ANY CLAIMS, LAWSUITS, JUDGMENTS, DISPUTES, PROTESTS, CHALLENGES
AND SIMILAR MATTERS ASSERTED BY ANY PERSON OR ENTITY CONCERNING
OR RELATING TO (I) ASSIGNEE'S BREACH OF THE FOREGOING
REPRESENTATION AND WARRANTY, AND (II) ANY SUM OR SUMS PAID TO
ASSIGNEE BUT NOT PROPERLY DUE AND OWING TO ASSIGNEE UNDER THE
AGREEMENT AND FURTHER AGREES TO IMMEDIATELY RETURN TO THE
DISTRICT ANY SUM OR SUMS PAID BY THE DISTRICT TO ASSIGNEE UPON THE
FINAL DETERMINATION BY A COURT OF COMPETENT JURISDICTION THAT
ASSIGNEE WAS NOT THE PARTY TO WHICH SUCH SUM OR SUMS WERE DUE
AND PAYABLE.
The foregoing indemnities and hold harmless agreements running in favor of the District
are specifically intended to cover all costs of the District for any future litigation, including
attorneys fees and expenses, other defense costs, and the costs of enforcing the indemnities and
hold harmless agreements.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
2
758319v1
Executed this the 244-41 day of J01114,avY , 2025.
ROCK PRAIRIE MANAGEMENT
DISTRICT NO. 2
By: \ lJ
Vice President, Boa Directors
THE STATE OF TEXAS
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this day of
dan.ua� , 2025, by Hays Glover, Vice President of the Board of Directors of
ROCK PRAIRIE MANAGEMENT DISTRICT NO. 2, a political subdivision of the State of
Texas, on behalf of said political subdivision.
(SEAL)
• y.RYpu .. SABRINA D JOHNSTON
r4--�T ma`s Notary Public. State of Texas
N. ~j:[ : -. Comm. Expires 01-07-2028
▪ � Notary ID 132302220
3
Notary Public in and for
the State of TEXAS
758319v1
COLLEGE STATION DOWNTOWN
RESIDENTIAL, LLC, a Texas limited liability
company
By: GREENS PRAIRIE INVESTORS, LTD., a
Texas limited partnership, its Manager
By: GREENS PRAIRIE ASSOCIATES
LLC, a Texas limited liability company, its
General Partner
Name: fINa I ate Phi ll ft,
Title: WO /AA
"ASSIGNOR"
THE STATE OF TEXAS
COUNTY OF BRAZOS
This i trume ac owledged efo me on this day of
2025, by n `- j , Ana-sR� Greens Prairie • ssociates C, a
Texas limited liability camany and General Pfartner of greens Prairie Investors, Ltd., • exas
limited partnership and Manager of College Station Downtown Residential, LLC, a Texas 1 ited
liability company, on behalf of said entities.
xrs PAULABLAKE
My Notary ID # 2865126
N o, .. Expires May 26, 2028
(SEAL)
4
Not i ry Public in and for
the State of TEXAS
758319v1
COLLEGE STATION TOWN CENTER, INC.,
a Texas corporation
By:
THE STATE OF TEXAS
COUNTY OF BRAZOS
James. G. Murr, Director
"ASSIGNEE"
This instrument was acknowledged before me on this 1646
``day of ,
2025, by James Murr, Director of College Station Town Center, Inc., a Texas cotporatn, on
behalf of said corporation.
4rvl�r4 CYNTHIA A. ROBINSON
01, 1ns Notary Public, State of Texas
` iR 1tAisi). Expires 01-03-202B
'.1lhl5loFti ;a` Notary ID 132299038
-
jeTh
Nory Public in and for
the State of TEXAS
TEXAS ETHICS COMMISSION FORM 1295 COMPLIANCE
UNDER SECTION 2252.908, TEXAS GOVERNMENT CODE, AS AMENDED, A GOVERNMENTAL ENTITY MAY
NOT ENTER INTO CERTAIN CONTRACTS WITH A BUSINESS ENTITY UNLESS THE BUSINESS ENTITY SUBMITS A
DISCLOSURE OF INTERESTED PARTIES FORM (A "FORM 1295") TO THE GOVERNMENTAL ENTITY AT THE TIME
THE BUSINESS ENTITY SUBMITS THE SIGNED CONTRACT TO THE GOVERNMENTAL ENTITY. BY EXECUTION
OF THIS AGREEMENT ABOVE AND BELOW, THE BUSINESS ENTITY REPRESENTS AND WARRANTS TO THE
DISTRICT THAT IT (CHECK THE APPROPRIATE BOX):
❑ IS A PUBLICLY TRADED BUSINESS ENTITY, OR A WHOLLY OWNED SUBSIDIARY OF A
PUBLICLY TRADED BUSINESS ENTITY, AND A FORM 1295 IS NOT REQUIRED TO BE
SUBMITTED TO THE DISTRICT PURSUANT TO SECTION 2252.908(c)(4), TEXAS
GOVERNMENT CODE, AS AMENDED; OR
® SUBMITTED THE ATTACHED AND FOLLOWING FORM 1295 TO THE DISTRICT ON
January 23 , 2025, WHICH IS THE TIME BUSINESS ENTITY SUBMITTED THE SIGNED
AGREEMENT TO THE DISTRICT.
5
REPRESENTATIVE OF BUSINESS ENTITY
758319v1
EXHIBIT "A"
[Collateral Assignment of Utility Development Agreement Proceeds]
COLLATERAL ASSIGNMENT OF UTILITY DEVELOPMENT
AGREEMENT PROCEEDS
College Station Downtown Residential, LLC, a Texas limited liability company
("Assignor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration to Assignor in hand paid to Assignor by College Station Town Center,
Inc., a Texas corporation ("Assignee"), whose address is 4121 State Highway 6, College Station,
Brazos County, Texas 77845, the receipt and sufficiency of which are hereby acknowledged and
confessed, has COLLATERALLY ASSIGNED, SET OVER and TRANSFERRED, and by these
presents does absolutely and unconditionally COLLATERALLY ASSIGN, SET OVER and
TRANSFER unto Assignee, all of Assignor's right, title, and interest, indirectly and directly, in
and to any and all revenues, monies, proceeds, and payments accruing and to accrue, and all
sums payable and to be payable to Assignor and to which Assignor is or might be entitled
(collectively referred to herein as the "Utility Development Agreement Proceeds") under, by
virtue of, or arising as a result of the following:
(i) that certain Amended and Restated Utility Development Agreement (Water,
Sewer, and Drainage Facilities; Road Facilities) dated January 23, 2025, but
effective as of December 14, 2017, by and between Rock Prairie Management
District No. 2 (the "District") and Assignor (the "Agreement"); and
all of which are related to that certain real property described on Exhibit "A" attached hereto.
This Collateral Assignment of Utility Development Agreement Proceeds (referred to
herein as this "Assignment") is being executed pursuant to the terms of the Agreement.
IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT:
1. This Assignment is not, and shall not be construed as, an assignment of the
Agreement (Assignee is assuming no duties and obligations thereunder), but is solely a collateral
assignment by Assignor of its right, title, and interest in and to the Utility Development
Agreement Proceeds.
2. Assignee shall have the right to the receipt of all sums and amounts so paid to it in
accordance with the terms and provisions of this Assignment.
3. Assignor does hereby specifically authorize the District to pay directly to
Assignee the Utility Development Agreement Proceeds, if any, accruing or to accrue to Assignor
under and by virtue of the Agreement. Any and all receipts given by Assignee for payments
received by it shall be a full and complete discharge to the District, the same as if those said
amounts and sums had been paid directly to Assignor. Assignor does hereby irrevocably
authorize and empower Assignee to (a) demand receipt for and receive all sums of money to
which this Assignment relates, to commence, maintain, or discontinue any action, suit, or other
proceedings which it deems advisable, subject to the terms and provisions of this Assignment, to
collect or enforce the payment of the Utility Development Agreement Proceeds; (b) compromise,
compound, and settle the same; and (c) endorse in the name of Assignor any checks, drafts, or
other instruments payable to Assignor or to its order, as may be issued in whole or in partial
payment of any of the Utility Development Agreement Proceeds.
4. Any failure of Assignee to collect or receive any Utility Development Agreement
Proceeds which it might be entitled to hereunder, or any failure by Assignee to take any action to
collect any sums, shall not in any way prejudice, release, or relinquish any of the rights of
Assignee hereunder. Assignee shall not be under any duty or obligation to take any action, bring
any suit or act in any regard in order to enforce the collection of any or all of the Utility
Development Agreement Proceeds assigned hereunder; and, although it has the right to do so,
the failure on the part of Assignee to do so, shall not relieve, diminish, or affect the rights
hereunder given or the Utility Development Agreement Proceeds hereby assigned.
5. Assignor further agrees that:
(a) Assignor will prepare, execute, and forward all such additional documents
and other instruments as may reasonably be required in order to have the Utility
Development Agreement Proceeds paid directly to Assignee and will execute and deliver
all such additional assignments and instruments as might reasonably be required or
necessary to vest title to the Utility Development Agreement Proceeds in Assignee, and
so that the same will be paid directly to Assignee;
(b) Assignor will, at Assignee's written request and sole cost and expense,
deliver to Assignee original invoices and other documents in Assignor's possession, if
any, necessary for or related to the collection of the Utility Development Agreement
Proceeds, and, if requested by Assignor, Assignee shall return copies of the same to
Assignor.
6. Assignor and Assignee acknowledge and agree that, notwithstanding anything to
the contrary herein, payment by the District of any of Utility Development Agreement Proceeds
is subject to (i) compliance with and satisfaction of all terms, provisions and conditions of the
Agreement, (ii) approval by the Texas Commission on Environmental Quality ("TCEQ") as and
if required by the rules of the TCEQ, (iii) compliance with and satisfaction of all requisite and
applicable rules and regulations of the TCEQ, and (iv) funds being legally available to the
District for such purpose.
7. Assignor and Assignee agree that they will execute and deliver any documents
reasonably required by the District in connection with this Assignment, including but not limited
to release or hold harmless agreements evidencing and confirming this Assignment.
8. All of the covenants, terms, and conditions set forth herein shall be binding upon
and inure to the benefit of the parties hereto, and their respective heirs, devisees, legal and/or
personal representatives, successors and assigns.
9. This Assignment shall not be effective as to District until the District receives
written notice of this Assignment and acknowledges its receipt of such notice by executing the
acknowledgement attached to the Agreement.
2
758318v1
10. This Assignment may be executed in multiple counterparts, any one of which
shall be deemed to be an original, but all of which taken together shall constitute but one
Assignment, and the signature pages of which may be removed and aggregated to form one
single Assignment reflecting execution by both parties.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
3
758318v1
EXECUTED TO BE EFFECTIVE as of the 24th day of January, 2025.
ASSIGNOR:
COLLEGE STATION DOWNTOWN
RESIDENTIAL, LLC, a Texas limited liability
company
By: GREENS PRAIRIE INVESTORS, LTD., a
Texas limited partnership, its Manager
By: GREENS PRAIRIE ASSOCIATES
LLC, a Texas limited liability company,
its General Partner
By,
Name: lN( f!! ! CP.:7/6:11
Title:
THE STATE OF TEXAS
COUNTY OF BRAZOS
This ' strutAt yvps acleno ]edged before mp on thi
2025, byWf 4cCC ' 1 51
LLC, a Texas limited liability company and General] Part
Texas limited partnership and Manager of College Station
limited liability company, on behalf of said entities.
Partner
(SEAL)
758318v1
PAULA BLAKE
My Notary ID # 2865126
Expires May 26, 2028
4
day of A, ,�
-``� ) of Greens Prairie Associ s
of Greens Prairie Investors, Lt ., a
ntown Residential, LLC, a Te s
Notary Public in and for
the State of TEXAS
THE STATE OF TEXAS
COUNTY OF BRAZOS §
This instrument was acknowledged
2025, by James Murr, Director of College
behalf of said corporation.
44114f�+� CYNTHIA A. ROBINSON
=&. sr -.Notary Public, State of Texas
' r: Comm. Expires 01-03-2028
~',„`� Notary ID 132299038
(SEAL)
758318v1
ASSIGNEE:
COLLEGE STATION TOWN CENTER, INC.,
a Texas corporation
By:
James. G. Murr, Director
before me on this day of
Station Town Center, Inc., a Texas
5
Notary Public in and for
the State of TEXAS
corporation,drt
•
EXHIBIT "A"
[Real Property Description]
111.679 ACRE TRACT
METES AND BOUNDS DESCRIPTION
OF A
111.679 ACRE TRACT
THOMAS CARUTHERS LEAGUE, A-9
COLLEGE STATION, BRAZOS COUNTY, TEXAS
METES AND BOUNDS DESCRIPTION. OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND
BEING SITUATED 1N THE THOMAS. CARUTHERS LEAGUE, ABSTRACT NO. 9, COLLEOE STATION,
BRAZOS COUNTY, TEXAS. SAID TRACT BEING A PORTION OF THE REMAINDER OF A CALLED 231.97
ACRE TRACT AS DESCRIBED BY A DEED TO COLLEGE STATION LAND INVESTMENT, LP RECORDED IN
VOLUME 10600, PAGE 156 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS.
SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING AT A 1/2 INCH IRON SET (IN 2012) ON THE SOUTH LINE OF ROCK PRAIRIE ROAD
(VARIABLE WIDTH R.O.W) MARKING THE NORTHWEST CORNER OF SAID 231.97 ACRE TRACT AND
THE NORTHEAST CORNER OF THE REMAINDER OF A CALLED 10.846 ACRE TRACT AS DESCRIBED BY A
DEED TO 70 ANN ATKINS RECORDED IN VOLUME 267, PAGE 483 OF THE DEED RECORDS OF BRAZOS
COUNTY, TEXAS, FOR REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 13° 49' 13" W FOR A
DISTANCE OF 1.02 FEET;
THENCE: S 86° 27' 34" E ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR A DISTANCE OF 603.26
FEET TO A 1/2 INCH IRON ROD FOUND MARKING AN ANGLE POINT IN SAID LINE, FOR REFERENCE A
1/2 INCH IRON ROD FOUND BEARS: S 04° 14' 47" W FOR A DISTANCE- OF 1.00 FEET;
THENCE; S 85° 01' 50" E CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR A
DISTANCE OF 5.27 FEET TO THE POINT OF BEGINNING OF THIS HEREIN DESCRIBED TRACT;
THENCE: CONTINUING ALONG THE SOUTH LINE OF ROCK PRAIRIE ROAD FOR THE FOLLOWING
CALLS:
S 85° 01' 50" E FOR A DISTANCE OF 1221.28 FEET TO A 1/2 INCH IRON ROD SET (1N 2012), FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 05° 17' 18" W FORA DISTANCE OF 1.00
FEET;
S 84° 23' 35" E FOR A DISTANCE OF 70.89 FEET TO A 1/2 INCH IRON ROD SET (IN 2012);
N 00° 40' 34" W FOR A DISTANCE OF 1.51 FEET TO A 1/2 INCH IRON ROD SET (IN 2012);
S 84° 23' 35" E FOR A DISTANCE OF 543.05 FEET TO A 1/2 INCH IRON ROD SET (IN 2012), FOR
REFERENCE A 1/2 INCH IRON ROD FOUND BEARS: S 06° 46' 24" W FOR A DISTANCE OF 2.50
FEET;
S 82° 03' 38" E FOR A DISTANCE OF 195.36 FEET TO A 1/2 INCH IRON ROD SET (IN 2012) ON THE
WEST LINE OF LOT 1, ROCK PRAIRIE BAPTIST CHURCH, ACCORDING TO THE PLAT
RECORDED IN VOLUME 7312, PAGE 207 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS
COUNTY, TEXAS, FOR REFERENCE A 1/2 INCH IRON ROD POUND MARRING TIIE NORTHWEST
CORNER OF SAID LOT 1 BEARS: N 07° 35' 00"E FORA DISTANCE OF 7.64 FEET AND ANOTHER
1/2 INCH IRON.ROD FOUND BEARS: S 07° 58' 42" W FOR A DISTANCE. OF 2.50 FEET;
1
111.679 ACRE TRACT
THENCE: S 07° 58' 42" W ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID LOT 1 FOR
A DISTANCE OF 528.64 FEET TO A 1/2 INCH IRON ROD SET (IN 2012) MARKING THE SOUTHWEST
CORNER OF SAID LOT 1;
THENCE: S 82° 01' 39" E CONTINUING ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND
SAID LOT 1 FORA DISTANCE OF 698.85 FEET TO A 1 /2INCH IRON ROD FOUND ON THE WESTERLY LINE
OF A CALLED 13.95 ACRE TRACT AS DESCRIBED BY A DEED TO OLIVERGOEN RECORDED1IN VOLUME
10424, PAGE 40 OF THE OFFICIAL PUBLIC RECORDS or BRAZOS COUNTY, TEXAS, 1vIARKING THE
SOUTHEAST CORNER OF SAID LOT 1;
THENCE: ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 13.95 ACRE TRACT FOR
THE FOLLOWING CALLS:
S 20° 23' 16" E FORA DISTANCE OF 112.62 FEET TO A CROSS -TIE FENCE POST FOUND;
S 41° 51' 55" W FORA DISTANCE OF 1390.07 FEET TO A 6 INCH FENCE POST FOUND;
S 48° 02' 02" E FOR A DISTANCE OF 341.48 FEET TO A 1 /2 INCH IRON ROD FOUND MARKING
THE SOUTH CORNER OF SAID 13.95 ACRE TRACT AND THE MOST WESTERLY CORNER OF A
CALLED 19.61 ACRE TRACT AS DESCRIBED BY A DEED TO ARCHIE P. CLARK AND LINDA L.
CLARK RECORDED IN VOLUME 561, PAGE 28 OF THE OFFICIAL RECORDS OF BRAZOS
COUNTY, TEXAS;
THENCE: S 48° 17' 01"E ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 19.61 ACRE
TRACT FOR A DISTANCE OF 250,65 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE SOUTH
CORNER OF SAID 19.61 ACRE TRACT AND THE WEST CORNER. OF A CALLED 19.69 ACRE TRACT AS
DESCRIBED BY A DEED TO EUGENE BERNARD SAVAGE, M AND GRACE LYNN SAVAGE RECORDED IN
VOLUME 7912, PAGE 265 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS;
THENCE: S 48° 35' 09" E ALONG THE COMMON LINE OF SAID 231.97 ACRE TRACT AND SAID 19.69 ACRE
TRACT FOR A DISTANCE OF 437.42 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE SOUTH
CORNER OF SAID 19.69 ACRE TRACT AND THE WEST CORNER OF A CALLED 66.32 ACRE TRACT AS
DESCRIBED BY A DEED TO THE CITY OF COLLEGE STATION RECORDED IN VOLUME 4480, PAGE 135 OF
THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, SAID IRON ROD POUND BEING ON THE
NORTHERLY LINE OF A CALLED 100.64 ACRE TRACT AS DESCRIBED BY A DEED TO THE CITY OF
COLLEGE STATION RECORDED IN VOLUME 6927, PAGE 226 OF THE OFFICIAL PUBLIC RECORDS OF
BRAZOS COUNTY, TEXAS;
THENCE: S 77° 55' 55" W ALONG THE COMMON LINE OF SAID.231.97 ACRE TRACT AND SAID I00..64
ACRE TRACT FOR A DISTANCE OF 1491.58 FEET TO THE SOUTHWEST CORNER. OF THIS HEREIN
DESCRIBED TRACT;
THENCE: THROUGH SAID 23I.97 ACRE TRACT FOR THE FOLLOWING CALLS;
N 20° 36' 12" W FOR A DISTANCE OF I76,11 FEET TO THE BEGINNING OF A CLOCKWISECURVE
HAVING A RADIUS OF 496.95 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19° I4' 22" FOR AN ARCDISTANCE OF
166.87 FEET (CHORD. BEARS: N 78° 18' 35" E-166.09 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 619.38 FEET:
2
111.679 ACRE TRACT
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04° 41' 59" FORAN ARC DISTANCE OF
50,81 FET (CHORD SEARS: S 89° 43' I4" E - 50.79 FEET) TO THE END OF SAID CURVE AND THE
BEGINNING OF A NON TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 707.92
FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18° 37' 59" FOR AN ARC DISTANCE OF
230.22 FEET (CHI BEARS; N 79° 45' 24" E- 22921 FEET) TO THE END OF SAID CURVE AND
THE.BEGINNING OF A COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 1331.46.FEET;
ALONG -SAID CURVE THROUGH A CENTRALANGLE'OF 07° 55''41" FORAN ARC DISTANCE OF
184.24 FEET (CHORD BEARS: N 66° 28' 34" E-184.09 FEET) TO THE END OF SAID CURVE;
N 27°29' 17" W FOR A DISTANCE OF 30.00 FEET TO THE BEGINNING OF A CLOCKWISE CURVE
HAVING A RADIUS OF 1301.46 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07° 55'41" FOR AN ARC DISTANCE OF
180.09 FEET (CHORD BEARS; S 66° 28' 34" W-179.94 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 677.92 FEET;
ALONG SAII) CURVE THROUGH A CENTRAL•ANGLE OF 18°33' 22" FOR AN ARC DISTANCE OF
219.55 FEET (CHORD' BEARS: 5 79° 43105" W -- 218.59 FEET) TO THE END OF SAID CURVE AND
THE BEGINNING OF A NON -TANGENT COUNTERCLOCKWISE CURVE HAVING A RADIUS OF
649.38 FEET;
ALONG SAID CURVE THROUGHA CENTRAL ANGLE OF 04° 36' 57" FORAN ARC DISTANCE OF
52.31 FEET (CHORD BEARS: N 89° 45' 46" W - 52.30 FEET) TO THE END OF SAID CURVE AND
L'HE BEGINNING OF A COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 526.95 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 19° 11' 57" FOR AN ARC DISTANCE OF
176:57 FEET (CHORD BEARS: S 78° 19' 48" W - 1:75.75 FEET) TO THE END OF SAID CURVE;
N 20° 36' 12" W FOR A DISTAN CE OF 605.45 FEET;
N 17° 18' 20" E FOR A DISTANCE OF 383.01 FEET TO THE BEGINNING OF A
COUNTERCLOCKWISE CURVE HAVING A RADIUS OF 210.00 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89° 22' 44" FOR AN ARC DISTANCE OF
327.59. FEET (CHORD BEARS: N 27°23' 02" W - 295.37 FEET) TO THE END OF SAID CURVE;
N 72° 04' 24" W FOR A DISTANCE OF 125.34 FEET;
N 80° 33' 42" W FOR A DISTANCE OF'208.59 FEET;
N 42° 25' 58" W FOR A DISTANCE OF 195.39 FEET TO THE BEGINNING OF A
COUN I'ERCLOCKWISE CURVE HAVING A RADIUS OF 626.50 FEET;
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04° 30' 42" FOR AN ARC DISTANCE OF
49.33 FEET (CHORD BEARS: N 45° 18' 41" E - 49.32 FEET) TO THE END OF SAID CURVE;
3
111.679 ACRE TRACT
N 04° 58' 3.7" E FOR A DISTANCE OF 87.76 FEET;
N 85° 01' 23" W FOR A "DISTANCE OF 576.72 FEET;
N 03° 32' 26" E FOR A DISTANCE OF 919.45 FEET;
S 86° 27' 34" E FOR. A DISTANCE OF 129.36 FEET;
N 03° 32' 26" E FOR. A DISTANCE OF I35.00 FEE 1 ;
S 86° 00' 06" E FORA DISTANCE OF 32.20 FEET;
N 03° 32' 26" EFOR A•DISTANCE OF 130.13 FEET TO THE POINT OF BEGINNING CONTAINING
111.679. ACRES OF LAND, MORE OF LESS, AS SURVE . D ON THE GROUND MAY 2015.
BEARING SYSTEM SHOWN HEREIN IS BASED ON THE DE F D CALL BEARINGS OF SAID 231.97
ACRE TRACT, 10600/156. SEE. PLAT PREPARED JUL 2017 FOR MORE DESCRIPTIVE
INFORMATION.
BRAD KERR
REGISTERED PROFESSIONAL
LAND SURVEYOR No. 4502
D:/WORKJMAB/17-460B.MAB
4
METES AND BOUNDS DESCRIPTION
29.16 ACRES (TRACT 3) IN THE
THOMAS CARUTHERS LEAGUE, ABSTRACT NO. 9
BRAZOS COUNTY, TEXAS
A 29.16 ACRE TRACT OF LAND SITUATED IN THE THOMAS CARUTHERS LEAGUE, A-9, BRAZOS
COUNTY, TEXAS, OUT OF A CALLED 13.95 ACRE TRACT AND OUT OF A CALLED 19.352 ACRE
TRACT AS DESCRIBED AND RECORDED IN VOLUME 16558, PAGE 80 OF THE BRAZOS COUNTY
DEED RECORDS (B.C.D.R.); SAID 29.16 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS, (BEARINGS BASED ON THE TEXAS STATE PLANE
COORDINATE SYSTEM OF 1983, SOUTH CENTRAL ZONE, AS DETERMINED BY GPS
MEASUREMENTS):
BEGINNING at a capped 1/2-inch iron rod stamped "Mayo 5045" found at the southeast corner
of Rock Prairie Baptist Church, a subdivision of record in Volume 7312, Page 207 B.C.D.R. and
being a northeasterly corner of the remainder of a called 231.97 acre tract described in deed
and recorded in Volume 10600, Page 156 B.C.D.R. from which a capped 1/2-inch iron rod
stamped "Kerr 4502" found at the southwest corner of said Rock Prairie Baptist Church;
(1) THENCE, North 20°21'51" West, with the easterly line of said Rock Prairie Baptist Church, a
distance of 630.98 feet to a point in the southerly right-of-way line of Rock Prairie Road (width
varies);
(2) THENCE, South 82°06'14" East, with the southerly right-of-way line of said Rock Prairie Road, a
distance of 44.49 feet to a point for corner;
(3) THENCE, South 07°53'46" West, a distance of 26.99' to a point for corner;
(4) THENCE, South 41°25'33" East a distance of 93.48' to a point for corner;
(5) THENCE, South 20'21'51" East a distance of 629.27' to a point for corner;
(6) THENCE, North 81°26'51" East a distance of 101.47' to a point of curvature to the left;
(7)
THENCE, with said curve to the left having a radius of 470.00', an arc length of 136.13', a central
angle of 16°35'42" and having a chord bearing of North 73°09'00" East and distance of 135.65'
to a point in the southerly line of a called 2.996 acre tract described in deed and recorded in
Volume 10990, Page 21 B.C.D.R.;
(8) THENCE, South 77°24'39" East, with the southerly Tine of said 2.996 acre tract, a distance of
94.28 feet to the southeast corner of said 2.996 acre tract and the southwest corner of a called
1.9035 acre tract as described in deed and recorded in Volume 13349, Page 138 B.C.D.R.;
(9) THENCE, South 77°16'36" East, with the southerly line of said 1.9035 acre tract, a distance of
152.75 feet to the southeast corner of said 1.9035 acre tract;
(10) THENCE, North 12°44'OS" East, with the easterly line of said 1.9035 acre tract, a distance of
544.55 feet to a point in the southerly right-of-way line of said Rock Prairie Road;
Page 1 of 2
29.16 ACRES
T. Caruthers, A-9
(11) THENCE, South 77°01'02" East, with the southerly right-of-way line of said Rock Prairie Road, a
distance of 398.73 feet to a point in the westerly line of the residue of a called 19.69 acre tract
as described in deed and recorded in Volume 10745, Page 153 B.C.D.R.;
(12) THENCE, South 23.'07'46" West, with the westerly line of said 19.69 acre tract, a distance of
524.09 feet to an angle point in the westerly line of said 19.69 acre tract;
(13) THENCE, South 43°29'39" West, continuing with the westerly line of said 19.69 acre tract, a
distance of 1922.15 feet to a 1/2-inch iron rod found at the westerly corner of said 19.69 acre
tract and the southerly line of said 19.352 acre tract;
(14) THENCE, North 48°17'01" West, with the southerly line of said 19.352 acre tract, a distance of
250.65 feet to a 1/2-inch iron rod found at the common southerly corner of said 19.352 acre
tract and said 13.95 acre tract;
(15) THENCE, North 48°02'02" West, a distance of 341.48 feet to an internal angle in the easterly line
of said 231.97 acre tract an the westerly corner of said 13.95 acre tract;
(16) THENCE, North 41°51'S5" East, with an easterly line of said 231.97 acre tract, a distance of
1,390.07 feet to an angle point in an easterly line of said 231.97 acre tract;
(17) THENCE, North 20°23'16" West, continuing with an easterly line of said 231.97 acre tract, a
distance of 112.62 feet to the POINT OF BEGINNING and containing 29.16 Acres of land.
This document was prepared under 22 TAC 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.
EDMINSTER, HINSHAW, RUSS & ASSOCIATES, INC. d/b/a EHRA
Charles Kennedy Jr., I.L.S.
Texas Registration No. 5708
10011 Meadowglen Lane
Houston, Texas 77042
713-784-4500
TBPLS 10092300
Date: 06/01/2011
Job No: 151-068-00
File No: R:\2015\151-06a-00\Docs\Description\Boundary\RockPralrie MD No2-tract3(29a0.doc
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