West Travis County Public Utility Agency, on Behalf of Itself and Its Directors, Larry Fox, Michael Murphy, Ray Whisenant, Bill Goodwin, and Scott Roberts, in Their Official Capacities v. CCNG Development Co., L.P.

• Court: Court of Appeals of Texas
• Decided: August 30, 2016
• Docket: 03-16-00521-CV
• Status: Published

Opinion

ACCEPTED 03-16-00521-CV 12435072 THIRD COURT OF APPEALS AUSTIN, TEXAS 8/30/2016 9:30:22 AM JEFFREY D. KYLE CLERK Cause No. 03-16-00521-CV

IN THE THIRD COURT OF APPEALS FILED IN AUSTIN, TEXAS 3rd COURT OF APPEALS AUSTIN, TEXAS 8/30/2016 9:30:22 AM JEFFREY D. KYLE WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY, Clerk Appellant, v.

CCNG DEVELOPMENT CO., L.P. Appellee.

APPELLEE'S MOTION TO DISMISS FOR WANT OF JURISDICTION AND MOTION FOR "JUST DAMAGES" UNDER RULE 45

TO THE HONORABLE JUSTICES OF THE THIRD COURT OF APPEALS:

On August 5, 2016, the West Travis County Public Utility Agency ("WTCPUA")

filed a Notice of Appeal of a district court Order Granting Motion for New Trial and

Motion to Reinstate Case (the "Order"). WTCPUA claims this Court has interlocutory

jurisdiction under section 51.041(a)(8), Tex. Civ. Pr. &Rem. Code. WTCPUA is wrong.

Section 51.041(a)(8) allows interlocutory appeals only from an order that grants or

denies a plea to the jurisdiction by a governmental agency. The trial court here did no

such thing. The Order merely granted a simple motion seeking procedural reinstatement

of a lawsuit that was erroneously dismissed due to a clerical error. No plea to the

jurisdiction was before the court. The Order does not decide any jurisdictional issues.

Indeed, the trial judge expressly stated at the hearing that he was only ruling on the

"simple motion" to reinstate, and doing so "without prejudice" to the WTCPUA's right to

"urge in a different hearing a motion to dismiss for lack ofjurisdiction." CCNG Development Co., L.P. ("CCNG") respectfully requests that the Court

dismiss this improper appeal under Tex. R. App. Pro. 42.3. CCNG further requests that

the Court award "just damages" to CCNG pursuant to Tex. R. App. Pr. 45, as this appeal

is frivolous and was filed for purposes of delay only.

BACKGROUND

CCNG filed its Original Petition in this lawsuit on January 16, 2014. WTCPUA

answered on February 14, 2014. WTCPUA's answer included a Plea to the Jurisdiction

that has never been set for hearing. CCNG filed a First Amended Original Petition on

April 8, 2014. See Exhibit 1.

On July 14, 2016, CCNG's lawsuit was erroneously included in a blanket order

dismissing numerous cases for want of prosecution. See E~ibit 2. The dismissal order

violated Travis County Local Rule 8.3, which requires the Court Administrator to provide

notice to the parties and the opportunity to file a motion to retain before a case is

dismissed for lack of prosecution. The Court Administrator did not provide the required

notice prior to the issuance of the blanket order. See Motion for New Trial and Motion to

Reinstate Case, attached as E~ibit 3, pp. 1-2.

CCNG received notice of the dismissal order on July 25, 2016. On July 26,

CCNG filed a Motion for New Trial and Motion to Reinstate Case and promptly set a

hearing on the Motion for August 5, 2016. Id., p. 5.

On the afternoon of August 4, 2016, right before the hearing scheduled for the

next morning, WTCPUA filed a Response in Opposition to Plaintiff's Motion for New

Trial and Motion to Reinstate Case on the Basis of Lack of Subject Matter Jurisdiction.

2 See E~ibit 4. In its Response, WTCPUA argued that there was no longer a live

controversy because on the eve of the hearing WTCPUA had tendered checks in the

amounts of $552,983 and $582,625 to CCNG, which WTCPUA incorrectly claimed was

all of the relief CCNG sought in its First Amended Petition. Id., p. 4.

WTCPUA's mootness argument is incorrect. In its First Amended Petition,

CCNG seeks as damages for breach of contract "the balance due and owed under the

Utility Agreement," including interest. See E~ibit 1 ¶ 53. CCNG also seeks attorneys'

fees. Id. at ¶ 65. The Utility Agreement specifically provides for recovery of both

interest and attorneys' fees in the event of a default. See E~ibit 4, E~ibit B-1

§§ 10.02(b) & 11.01(c) at pp. 21-23. WTCPUA's two payments on the eve of the

hearing include no amounts for interest or attorneys' fees. CCNG's claims for interest

and attorneys' fees remain pending. They have not been adjudicated by the court, and

they have not been paid by WTCPUA. It is therefore indisputable that the partial

payments tendered by WTCPUA on August 4 did not resolve the live controversy

between the parties.

Further, WTCPUA's partial payments do not moot CCNG's claims seeking a

declaratory judgment to resolve a controversy about how to calculate the date when

Reimbursable Costs become due, a declaration that may apply to future Reimbursable

Costs under the Utility Agreement. See E~ibit 1 ¶ 58. Nor do those partial payments

moot CCNG's claims for injunctive relief to enjoin WTCPUA's directors from denying

service to CCNG. See id. ¶ 62.

3 At the August 5, 2016 hearing on CCNG's Motion, District Judge Scott Jenkins

declined to rule upon any arguments regarding jurisdiction. In granting CCNG's Motion

for New Trial and Motion for Reinstate, the Court specifically pointed out that the

jurisdictional issues would need to be addressed at another time:

"This is without prejudice to your opportunity to continue to argue or reargue, urge in a different hearing a motion to dismiss for lack of jurisdiction because the case is moot."

See E~ibit 5, Hearing Transcript, at 17 (Emphasis added). The Court had already noted

that the only matter that had been set for hearing that day was "a simple motion," and that

the Court had very limited time available to hear it: "You're set on the 15-minute rocket

docket. You have seven minutes a side." Id. at 4. Although the PUA Defendants

attempted to make jurisdictional arguments at that hearing based on arguments raised for

the first time on the eve of the hearing, the Court deferred consideration of those

arguments for a later time:

"But what I'm saying is they need to have an opportunity to respond to the evidence on record. It may be when they have an opportunity to respond to your 215-page filing last night, they might be able to raise a fact question that essentially shows that it's not entirely moot."

Id. at 9. The District Judge heard argument only on CCNG's Motion for New Trial and

Motion to Reinstate Case and entered an order granting that Motion. See E~ibit 6.

ARGUMENT

I. The appeal should be dismissed because the Order did not grant or deny a plea to the jurisdiction by WTCPUA.

Section 51.041(a)(8) of the Texas Civil Practice and Remedies Code provides that:

"(a) A person may appeal from an interlocutory order of a district court, county court at

D law, statutory probate court, or county court that:... (8) grants or denies a plea to the

jurisdiction by a governmental unit as that term is defined in Section 101.001."

An appellate court lacks jurisdiction over an appeal of an interlocutory order that

does not explicitly rule on a plea to the jurisdiction or implicitly rule on a such a plea by

ruling on the merits of the case. Texas Dept ofPub. Safety v. Salazar', No. 03-11-00206-

CV, 2011 WL 1469429, *1 (Tex. App. Austin 2011, no pet.)(order continuing hearing

on plea to jurisdiction and authorizing discovery was not a grant or denial of plea).

This is particularly true where the trial court explicitly defers a ruling on

jurisdictional issues. Tex. Parks &Wildlife Dept v. Rubio, 483 S.W.3d 797, 799 (Tex.

App.—El Paso 2016, no pet.)(where order denied nonjurisdictional motion for summary

judgment and trial judge expressly stated he was staying ruling on jurisdiction, order was

not grant or denial of plea to jurisdiction); City ofGalveston v. Gray, 93 S.W.3d 587, 590

(Tex. App.Houston [14th Dist.] 2002, pet. denied)(where order continued hearing on

plea to jurisdiction and allowed discovery and trial judge specifically stated he was not

ruling on plea to jurisdiction, order was not grant or denial of plea to jurisdiction);

In this case, there was no plea to the jurisdiction before the trial court at the

August 5 hearing. The only matter set for hearing was CCNG's Motion for New Trial

and Motion to Reinstate Case. The trial court's Order does not address any plea to the

jurisdiction or any jurisdictional argument. There is no implicit denial of a plea to the

jurisdiction. The Order does not rule on any part of the merits of the lawsuit. It simply

administratively reinstates a lawsuit that had been dismissed in error, and without notice

to the parties. The trial court explicitly stated that it was granting the Motion "without of this Motion. There is no good faith argument that any such ruling has occurred in this

lawsuit. The case law provides no support for any argument that a simple order

reinstating a case that had been erroneously dismissed due to a clerical error is somehow

a ruling on jurisdictional arguments. That is especially true where, as here, the trial court

expressly deferred any such ruling on jurisdiction and left that to be decided "in a

different hearing."

Second, WTCPUA's underlying argument —that there is no longer a live

controversy between the parties — is itself a frivolous contention that is directly

contradicted by the pleadings and the contract that WTCPUA attached to its Response.

The Utility Agreement expressly states that CCNG is entitled to Reimbursable Costs plus

interest and attorneys' fees. See E~ibit 4, E~ibit B-1 §§ 10.02(b) & 11.01(c) at pp. 21-

23. The First Amended Petition seeks the balance due and owed under the Agreement,

plus interest and attorneys' fees. WTCPUA cannot, in good faith, claim that its tender of

checks in the amount of $552,983 and $582,625 is full payment of CCNG's breach of

contract claim. Interest and attorneys' fees are still owed, and CCNG's claims for those

amounts remain pending. Further, CCNG also has asserted claims for declaratory

judgment and injunctive relief that have not yet been resolved or addressed by the Court.l

Third, WTCPUA blatantly misrepresented the record in its arguments to the trial

court:

1 CCNG subsequently updated its claims by filing a Second Amended Petition on August 10, 2016. The Second Amended Petition includes CCNG's claims for interest, attorneys' fees, declaratory relief, and injunctive relief, as well as additional claims for service and Reimbursable Costs. These additional claims had been discussed by the parties for many months during the pendency of CCNG's First Amended Petition, see, e.g., Exhibit 7, but they were not formally added to CCNG's pleading until after the trial court granted CCNG's Motion for New Trial and Motion to Reinstate Case.

7 ....my response is only five pages. 195 pages of it is the contract, which is in evidence to demonstrate to the Court — it's a very long contract. And nowhere in that 195 pages is there any entitlefnent under the contract to attorneys'fees or interest.

See E~ibit 5, Hearing Transcript, at 10 (emphasis added). As already discussed above,

that statement was false on the face of the documents filed by the WTCPUA itself. The

default provision of the Utility Agreement specifically does entitle CCNG to both

attorneys' fees and interest:

Any costs incurred by CCNG or the MUDs, including but not limited to engineering fees, construction costs, attorney's fees or other legal or administrative fees, in implementing such curative actions shall be fully reimbursed by LCRA within thirty(30) days after notice from CCNG or the MUDs;LCRA shall pay CCNG interest at a rate determined in accordance with section 10.02(b) on any such reimbursement amouts that it fails to pay CCNG within thirty (30) days after notice from CCNG or the MUDs.

See E~ibit 4, E~ibit B-1 § 11.01(c) at 23 (emphasis added).

Fourth, WTCPUA was specifically informed of the absence of any good faith

basis for its appeal, and was specifically provided an opportunity to withdraw the Notice

of Appeal. See E~ibit 7. Despite that notice, WTCPUA refused, injecting unnecessary

delay into this controversy and forcing all parties and this Court to address WTCPUA's

meritless arguments.

Fifth, WTCPUA's Notice of Appeal suggests that WTCPUA filed the Notice for

purposes of delay, rather than in any reasonable belief that it would succeed in the appeal.

The Notice of Appeal claims that: "This interlocutory appeal stays all proceedings in the

trial court pending resolution of this appeal," citing Tex. Civ. Prac. &Rem. Code

§ 51.014(b). But section 51.014(c) states that a denial of a plea to the jurisdiction described in section 51.014(a)(8) "is not subject to an automatic stay under

Subsection(b)" unless the plea to the jurisdiction "is filed and requested for submission or

hearing before the trial court not later than the later of:

(1) a date set by the trial court in a scheduling order entered under the Texas Rules of Civil Procedure; or

(2) the 180th day after the date the defendant files:

(A) the original answer;

(B) the first other responsive pleading to the plaintiffs petition; or

(C) if the plaintiff files an amended pleading that alleges a new cause of action against the defendant and the defendant is able to raise a defense to the new cause of action under Subsection (a)(5), (7), or (8), the responsive pleading that raises that defense.

In this case, there is no scheduling order. WTCPUA filed its original answer on February

14, 2014. See E~ibit 6. WTCPUA did not request submission or a hearing on a plea to

the jurisdiction within 180 days of February 14, 2014, so the stay does not apply.

CCNG has informed counsel for WTCPUA that its interlocutory appeal is contrary

to the case law and that its mootness argument is contrary to the Utility Agreement and

has requested that WTCPUA withdraw its Notice of Appeal. Counsel for WTCPUA has

repeatedly refused to withdraw the Notice.

CONCLUSION.AND PRAYER

CCNG respectfully requests that the Court dismiss WTCPUA's appeal for want of

jurisdiction under Rule 42.3 and award just damages to CCNG under Rule 45 of the

Texas Rules of Appellate Procedure.

E Respectfully submitted,

GRAVES,DOUGHERTY,HEARON &MOODY,P.C. 401 Congress Avenue, Suite 2200 Austin, TX 78701 (512)480-5680 hone (512)480-588 Tel c~ier _n

G. Douglas~ilday State Bar No. 00787834 dkilday@gdhm.com Robin A. Melvin State Bar No. 13929590 rmelvin@gdhm.com David P. Lein State Bar No. 24032537 dlein@gdhm.com

ATTORNEYS FOR PLAINTIFF CCNG DEVELOPMENT Co.,L.P.

CERTIFICATE OF CONFERENCE

As indicated above at pp. 8 & 9, and as shown in E~ibit 7, I hereby certify that I have conferred with counsel for the Appellant, WTCPUA, about the merits of the foregoing Motion. Counsel for the WTCPUA has indicated that he is opposed to dismissal of the WTCPUA's appeal.

10 CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the fore oing document has been sent to the following counsel listed below, via email, on this~ay of August, 2016:

James N. Rader Associate General Counsel LOWER COLORADO RIVER AUTHORITY Austin, Texas 78767-0220 (512)578-3559 Fax:(512)473-4010 a ames.radernlcra.org

Jose de la Fuente James Parker David Klein LLOYD GOSSELINK ROCHELLE & TOWNSEND,P.C. 816 Congress Avenue, Suite 1900 Austin, Texas 78701 (512)322-5818 Fax:(512)472-0532 idelafuente(a~lglawfinn.com dklein~,l~lawfirm.corn jparker(a~lglawfirm.com

11 EXHIBIT 1 4/8/2014 3:25:32 PM Amalia Rodriguez-Mendoza District Clerk Travis County D-1-GN-14-000163 NO. D-1-GN-14-000163 CAUSE NO.

CO., L.P., CCNG DEVELOPMENT CO., L.P., ~ IN THE DISTRICT COURT OF Plaintiff, Plaintiff, §

vs. §

WEST TRAVIS COUNTY PUBLIC § UTILITY AGENCY, AGENCY,LOWER § COLORADO RIVER AUTHORITY,AUTHORITY, and § COUNTY, TEXAS TRAVIS COUNTY, LARRY FOX,FOX, MICHAEL MURPHY, MURPHY, § RAY WHISENANT, WHISENANT,BILL GOODWIN,GOODWIN, § ROBERTS, each in his and SCOTT ROBERTS, § official capacity as a director of of the § WEST TRAVIS COUNTY PUBLIC § UTILITY AGENCY, AGENCY, Defendants. Defendants. ~ 345th JUDICIAL DISTRICT

PLAINTIFF'S FIRST PLAINTIFF'S FIRST AMENDED PETITION AMENDED ORIGINAL PETITION

TO THE HONORABLE JUDGE OF SAID COURT: COURT:

Plaintiff CCNG CCNG DEVELOPMENT DEVELOPMENTCO., CO., L.P. L.P.("CCNG") ("CCNG") files files this action against this action the against the

WEST WEST TRAVIS TRAVIS COUNTY COUNTY PUBLIC PUBLIC UTILITY UTILITY AGENCY AGENCY ("WTCPUA"), LOWER ("WTCPUA"), the LOWER

COLORADO RIVER COLORADO RIVER AUTHORITY ("LCRA"), and LARRY AUTHORITY ("LCRA"), LARRY FOX, FOX,MICHAEL MURPHY, MICHAEL MURPHY,

RAY WHISENANT, WHISENANT,BILL GOODWIN, ROBERTS,each in his official capacity as GOODWIN,and SCOTT ROBERTS,

a director director of of WTCPUA. WTCPUA. Plaintiff Plaintiff seeks seeks damages damages for for breaches breaches of of aautility agreement, a utility agreement,

judgment on the rights, declaratory judgment rights, status and legal relations of ofthe parties under that parties under agreement, that agreement,

judgment that WTCPUA's a declaratory judgment WTCPUA's directors violated CCNG's CCNG's equal protection rights when equal protection

they denied Plaintiff's request request for for "interim" "interim'" water water and and wastewater service, and wastewater service, injunctive relief and injunctive

"interim service" requiring the directors to provide "interim CCNG. service" to CCNG.

I. DISCOVERY DISCOVERY CONTROL CONTROL PLAN

1. Pursuant to Pursuant to Rule Rule 190.1, 190.1, Plaintiffs allege that Plaintiffs allege discovery is that discovery intended to is intended be to be

conducted under Level 3. II. BACKGROUND II. BACKGROUND ANDOVERVIEW AND OVERVIEW

2. 2. This This lawsuit seeks remedies lawsuit seeks remedies for at least for at least two separate breaches two separate breaches of of a contract that contract that

CCNG entered CCNG into with entered into with LCRA in in 1999. 1999. That contract involved That contract water and involved water wastewater and wastewater

infrastructure infrastructure improvements that were improvementsthat were constructed and installed constructed and installed by by CCNG CCNGin Western Travis in Western Travis

County. County.

3. 3. Pursuant Pursuant toto its with LCRA, contract with its contract LCRA, CCNG constructed CCNGconstructed and then and conveyed the then conveyed the

water and water wastewater infrastructure and wastewater improvements toto LCRA. infrastructure improvements agreed to LCRAagreed LCRA. LCRA reimburse CCNG to reimburse CCNG

for for the cost of the cost of those improvements, those improvements, with 70% paid with 70% paid at at the the time time of the the conveyance, conveyance, and to be and 30% to be

paid later time paid atat a later when certain time when certain conditions were met conditions were met on each defined on each defined tract. tract. The amount to total amount The total to

be paid be paid was specifically was specifically calculated calculated by LCRA, and by LCRA, the 70%portion and the 70% portion was was paid by LCRA. paid by

4. 4. subsequently LCRA subsequently conveyed conveyed the water and the water wastewater improvements and wastewater improvements to to

WTCPUA.The WTCPUA. conveyance to The conveyance WTCPUA to WTCPUA either an was either was assignment, with an assignment, WTCPUA with WTCPUA assuming assuming

all liabilities all liabilities owed by owed LCRA, or by LCRA, license that or a license expressly subject was expressly that was to all subject to all terms terms and conditions and conditions

that LCRA that previously had previously LCRA had agreed agreed upon with CCNG. upon with CCNG.

5. 5. After After LCRA's conveyance to LCRA's conveyance to WTCPUA, some of WTCPUA,some CCNG's rights of CCNG's rights to remaining to remaining

reimbursements reimbursements have and those matured, and have matured, are now amounts are those amounts now owed. As to owed. As two tracts to two known as tracts known as the the

'`Los Robles" tract "Los Robles" "Spanish Oaks and "Spanish tract and Section I," Oaks Section I," the remaining conditions the remaining conditions been met, have been have and met, and

the remaining 30% the remaining 30% inin reimbursements reimbursementsisisnow now due and owing due and owing toto CCNG. CCNGseeks CCNG. CCNG the seeks the

contractually agreed -upon sums contractually agreed-upon sums for for the remaining 30% the remaining 30% owed owed in reimbursement in reimbursement for both the for both Los the Los

Robles Tract Robles and Spanish Tract and Spanish Oaks Section I.I. Oaks Section

6. 6. In In the the same same contract, contract, LCRA agreed (on LCRA agreed behalf of (on behalf itself and of itself and its successors its successors and and

assigns) assigns) to to use use the infrastructure the infrastructure improvements improvements built by built CCNG"to by CCNG retail treated provide retail "to provide water treated water

2 and wastewater and wastewater services services toto customers customers on on the the CCNG Tract." This CCNGTract." contractual This contractual obligation obligation to to

provide water and provide water wastewater services and wastewater services to and its CCNGand to CCNG customers is its customers absolute and is absolute unconditional. and unconditional.

7. 7. Following Following LCRA's conveyance of LCRA's conveyance of the infrastructure the infrastructure improvements to improvements to WTCPUA, WTCPUA,

those improvements those improvements are now being are now being operated by WTCPUA. operated by Requests for WTCPUA. Requests for service under CCNG's service under CCNG's

contract contract have been and have been and are being administered are being administered by WTCPUA. by WTCPUA.

8. 8. In December In December 2013, before the 2013, before the filing filing of of this Lawsuit, CCNG this Lawsuit, submitted a request CCNGsubmitted request to to

WTCPUA WTCPUA for for water water and wastewater service and wastewater service toto support very modest support aa very modest but but needed expansion of needed expansion of

CCNG's office. Despite CCNG's office. contractual clear contractual Despite clear obligations obligations to to provide service to provide service WTCPUA CCNG,WTCPUA to CCNG,

has stalled and has stalled then declined and then to approve declined to approve CCNG's request even CCNG's request though it even though it has approved other has approved other

requests from requests from applicants who lack applicants who CCNG's contractual lack CCNG's contractual entitlement. In stalling entitlement. In stalling then and then and

declining declining CCNG's CCNG's request request while approving similar while approving similar requests from others, requests from WTCPUAhas others, WTCPUA violated has violated

both both (i) (i) CCNG's contractual CCNG's contractual right to right to service, service, and (ii) CCNG's and (ii) constitutional CCNG's constitutional right to right equal to equal

protection protection of the laws of the under the laws under the Texas Constitution. Texas Constitution. CCNG seeks damages CCNGseeks for breach damages for of breach of

contract, as well contract, as well as declaratory, as declaratory, injunctive, other relief. and other injunctive, and relief.

III. PARTIES III. PARTIES

9. 9. Plaintiff Plaintiff CCNG CCNG isis a Texas partnership limited partnership Texas limited with its with principal its principal office Tt•avis in Travis office in

County, Texas. County, Texas.

10. 10. Defendant WTCPUA Defendant WTCPUA isis aa public created by agency created utility agency public utility Hays County, by Hays Texas, County, Texas,

the the City Cave, Texas, Bee Cave, City of Bee and West Texas, and Travis County West Travis Municipal Utility County Municipal District No. Utility District under No. 5 under

Chapter 572 of Chapter 572 of the Texas Local the Texas Government Code. Local Government Code. Its Its principal office is principal office in Travis is in County, Travis County,

Texas. WTCPUA Texas. WTCPUA been served has been has and has served and has answered in this answered in cause. this cause.

3 11. 11. Defendant Defendant LCRA conservation LCRA isis a conservation and reclamation and reclamation district district created by the created by the Texas Texas

Legislature. Legislature. Its principal Its principal office is office in Travis is in Travis County, Texas. LCRA County, Texas. LCRAhas has been been served served and and has has

answered in answered in this this cause. cause.

12. 12. Defendant Defendant LARRY LARRY FOX FOX isis aa director of WTCPUA. director of WTCPUA. Mr. Mr. Fox Fox may may be be served served with with

process atat 12117 process Bee Cave 12117 Bee Building 3, Road, Building Cave Road, 3, Suite 120, Bee Suite 120, Bee Cave, Texas 78738. Cave, Texas 78738.

13. 13. Defendant Defendant MICHAEL MICHAEL MURPHY MURPHY isis aa director of WTCPUA. director of Mr. Murphy WTCPUA. Mr. Murphy may be be

served served with process at with process at 12117 Bee Cave 12117 Bee Cave Road, Building 3, Road, Building Suite 120, 3, Suite Cave, Texas Bee Cave, 120, Bee Texas 78738. 78738.

14. 14. Defendant RAY WHISENANT Defendant RAY WHISENANTisis aa director of WTCPUA. director of Whisenant may Mr. Whisenant WTCPUA. Mr. may

be be served served with process at with process 12117 Bee at 12117 Bee Cave Building 3, Road, Building Cave Road, 3, Suite 120, Bee Suite 120, Texas 78738. Cave, Texas Bee Cave, 78738.

15. 15. Defendant BILL GOODWIN Defendant BILL GOODWINisis aa director of WTCPUA. director of Goodwin may be Mr. Goodwin WTCPUA. Mr. be

served with process served with at 12117 process at 12117 Bee Bee Cave Cave Road, Building 3, Road, Building Suite 120, 3, Suite 120, Bee Cave, Texas Bee Cave, 78738. Texas 78738.

16. 16. Defendant SCOTT Defendant SCOTT ROBERTS ROBERTSisis aa director of WTCPUA. director of Mr. Roberts WTCPUA. Mr. Roberts may be may be

served with process served with process at at 12117 12117 Bee Bee Cave Cave Road, Building 3, Road, Building 3, Suite Suite 120, Bee Cave, 120, Bee Texas 78738. Cave, Texas 78738.

JURISDICTION AND IV. JURISDICTION IV. VENUE ANDVENUE

17. 17. This Court This has jurisdiction Court has jurisdiction under Article V, § 8 of the under Article the Texas Constitution, Texas Constitution, under under

Sections and 24.008 24.007 and Sections 24.007 24.008 of of the Government Code, Texas Government the Texas Code, and and under Chapter 37 under Chapter of the 37 of Texas the Texas

Civil Practice Civil Practice and Remedies and Code. The Remedies Code. The amount amount inincontroversy exceeds the controversy exceeds minimum the minimum

jurisdictional limits of jurisdictional limits Court. this Court. of this

18. 18. Venue proper in Venue isis proper in Travis County, Texas Travis County, under Section Texas under 15.002 of the Section 15.002 the Texas Civil Texas Civil

Practice and Remedies Practice and Code because Remedies Code principle the principle because the offices WTCPUAand of WTCPUA offices of LCRAare and LCRA are in Travis in Travis

County, Texas, County, and because Texas, and because allall or substantial or a substantial part of part events giving the events of the rise to giving rise to the claims the claims

occurred occurred inin Travis Travis County. County. Venue proper in also proper Venue isis also Travis County in Travis Section 15.035 under Section County under of the 15.035 of the

Texas Practice and Civil Practice Texas Civil Remedies Code and Remedies because the Code because the written contract upon written contract which suit upon which suit is brought is brought

4 provides provides that that all obligations all obligations of the of parties are the parties are performable performable in Travis County, in Travis County, Texas, Texas, and and venue venue

for for any action arising any action under the arising under the contract shall be contract shall in Travis be in County, Texas. Travis County, Texas.

V. BACKGROUND V. BACKGROUND FACTS FACTS

A. LCRA's Agreement With LCRA's Agreement With CCNG CCNG

19. 19. In In 1999, CCNGand 1999, CCNG entered into LCRAentered and LCRA into a aUtility Acquisition Facilities Acquisition Utility Facilities

Agreement. In Agreement. In 2002, 2002, CCNG LCRAexecuted and LCRA CCNGand executed aa First Amendment to First Amendment to the the 1999 1999 agreement. agreement.

The original The original 1999 agreement and 1999 agreement and the amendment will first amendment the first will be be referred to herein, referred to collectively, herein, collectively, as as

the "Utility the Agreement." "Utility Agreement."

20. 20. CCNG CCNG and agreed that LCRAagreed and LCRA would provide LCRAwould that LCRA retail water provide retail water and wastewater and wastewater

services services toto customers customers within within the "CCNG Tract." the"CCNG The "CCNG Tract." The Tract" is "CCNG Tract" defined term is aa defined under the term under the

Utility Utility Agreement. CCNGTract The CCNG Agreement. The Tract includes both (i) includes both (i) an original 983-acre an original tract as 983 -acre tract defined in as defined in the the

Utility Agreement, plus Utility Agreement, plus (ii) (ii) any additional any additional real property real within an property within agreed -upon area an agreed-upon area (as specified (as specified

within the within Agreement) that Utility Agreement) the Utility that is subsequently is subsequently acquired, owned acquired, owned or controlled or controlled by CCNGor by CCNG or its its

affiliates affiliates and and that CCNGsubsequently that CCNG designates subsequently designates part of as part as of the CCNG Tract. the CCNG Tract.

21. 21. agreed to LCRA agreed construct to construct certain water and off -site water certain off-site wastewater facilities and wastewater facilities

necessary necessary toto provide retail water provide retail water and wastewater services and wastewater services to CCNGTract the CCNG to the "Regional (the "Regional Tract (the

Facilities"), atat LCRA's Facilities"), expense. LCRA's expense.

22. 22. CCNG agreed agreed toto construct construct the water and the water wastewater facilities and wastewater facilities within the within the

boundaries boundaries of of the CCNGTract the CCNG necessary Tract necessary provide retail toto provide service to retail service to the CCNGTract the CCNG Tract (the (the

"Internal Facilities"), "Internal Facilities"), and to expense, and CCNG's expense, atat CCNG's to convey convey the the phases of the phases of Internal Facilities the Internal Facilities to to

LCRA as as they were completed. they were completed. LCRAagreed LCRA "shall use" that itit "shall agreed that water and the water use" the wastewater and wastewater

facilities facilities installed by CCNG installed by CCNG "to "to provide retail treated provide retail water and treated water wastewater and wastewater services services to to

5 customers on customers on the Tract.'" LCRA CCNGTract.- the CCNG LCRAalso also agreed agreed to to reimburse reimburse CCNG for the CCNGfor "Reimbursable the "Reimbursable

Costs" of Costs" of the the Internal Internal Facilities Facilities in in two parts. two parts.

23. 23. LCRA agreed LCRA agreed to to reimburse reimburse CCNG for seventy CCNGfor percent (70%) seventy percent (70%) of the Reimbursable the Reimbursable

Costs of Costs of a particular particular phase phase of of the Internal Facilities the Internal Facilities on the on the date which that date on which that phase is conveyed phase is conveyed

to LCRA. to

24. 24. LCRA agreed LCRA agreed toto reimburse CCNG for reimburse CCNG for the remaining thirty the remaining percent (30%) thirty percent of the (30%) of the

Reimbursable Costs Reimbursable Costs of of the the same same phase phase of of the Internal Facilities, the Internal Facilities, plus interest, plus interest, within thirty within thirty days days

following the occurrence following the occurrence of of two two events: events:

(a) (a) the CCNG the CCNG Tract, Tract, according according to to the tax appraisal the tax appraisal authority, authority, has an appraised has an appraised

value equal value equal to to at at least least ten ten times times the the amount of LCRA's amount of LCRA's capital expenditures capital expenditures for the for the

design, engineering, design, engineering, permitting, permitting, construction construction and/or acquisition and/or acquisition of those of those portions on a pro portions on pro

rata basis rata basis of of the the Regional Regional Facilities Facilities and of the and of the Internal Facilities Internal Facilities necessary to necessary to serve the serve the

CCNG Tract; CCNG and Tract; and

(b) (b) eighty percent eighty percent(80%) (80%) of all living of all living unit equivalents unit equivalents ("LUEs") projected ("LUEs") projected to to

be served be served by by any any previously previously constructed constructed phases of the phases Internal Facilities, the Internal Facilities, purchased from purchased from

CCNG by CCNG by LCRA, have have connected connected to to LCRA water and regional water LCRAregional and wastewater system (the wastewater system (the

"West Travis ``West Travis County County Regional System") and Regional System") and are are receiving water and retail water receiving retail wastewater and wastewater

service from service from LCRA.

25. 25. The Utility The Utility Agreement defines "Reimbursable Agreement defines Costs" as "Reimbursable Costs'' all planning, as all design, planning, design,

engineering, construction, engineering, permitting,legal, construction,permitting, legal,engineering, engineering,interest and other interestand other costs costs and fees and fees

reasonably incurred reasonably incurred and and related related toto the construction the construction of Internal Facilities the Internal of the Facilities and and to the extent to the extent

permitted by permitted by Texas Texas Commission Commission on Environmental on Environmental Quality regulations Quality regulations for municipal utility for municipal utility

financing of district financing district of similar similar facilities. facilities.

C.6 B. B. "Reimbursable Costs" Due "Reimbursable Costs" and Owing Due and Owing to to CCNG CCNG

26. 26. Between 2002 Between 2002 and and 2009, 2009, CCNG CCNGconstructed constructed 18 separate 18 separate phases of the phases of Internal the Internal

Facilities and Facilities and conveyed them toto LCRA. conveyed them each case, In each LCRA. In case, LCRA reimbursed CCNG LCRAreimbursed of the CCNG70% of the

Reimbursable Costs Reimbursable Costs of of each each phase of the phase of the Internal Facilities Internal Facilities at the time at the of each time of conveyance. each conveyance.

27. 27. In December In 2009, CCNG December 2009, CCNGconveyed the phase conveyed the of the phase of Internal Facilities the Internal Facilities necessary necessary

to serve to serve Lots Lots 11 and and 2, 2, Block Block A Aof of the the Los Los Robles Addition located Robles Addition within the located within Tract (the CCNGTract the CCNG (the

"Los Robles ``Los Robles Addition") Addition") to to LCRA. LCRA LCRAreimbursed reimbursed CCNG for 70% CCNGfor 70%of of the total Reimbursable the total Reimbursable

Costs of Costs of those Internal Facilities, those Internal Facilities, which LCRA which LCRAdetermined were $1,876,085.84. determined were $1,876,085.84.

28. 28. On March 2, 2010, March 2, 2010, CCNG CCNGsent sent a letter letter to to LCRA requesting LCRArequesting that LCRA that reimburse LCRAreimburse

CCNG for CCNG for the the remaining remaining 30% of the the Reimbursable Reimbursable Costs of Costs the Los of the Los Robles Internal Addition Internal Robles Addition

Facilities, totaled $552,983, which totaled Facilities, which plus interest. $552,983, plus interest.

29. 29. As of of March 2010, the March 2010, the Travis Central Appraisal Travis Central Appraisal District's final tax District's final appraisal value tax appraisal value

for the for the CCNG CCNGTract Tract was was $292,071,360. $292,071,360. Also as of Also as March 2010, of March LCRA's capital 2010, LCRA's expenditures capital expenditures

for the for the Regional Regional Facilities Facilities and Internal Facilities and Internal Facilities necessary necessary serve the toto serve CCNGTract the CCNG were Tract were

$13,231,763. Thus, $13,231,763. Thus, the the appraised appraised value value of of the CCNGTract the CCNG was in Tract was excess of in excess 10 times of 10 times LCRA's LCRA's

capital expenditures capital expenditures toto serve serve the the CCNG CCNGTract, Tract, and the first and the requirement first requirement for for the payment of the payment the of the

remaining 30% remaining 30% of of the the Reimbursable Reimbursable Costs for the Costs for the Los Robles Addition Los Robles Internal Facilities Addition Internal Facilities had had

been met. been met.

30. 30. CCNG's March CCNG's March 2, 2, 2010 letter provided 2010 letter documentation provided documentation to LCRA to demonstrating LCRAdemonstrating

that more that more than than 80% of of the the LUEs LUEs projected to be projected to be served served by by the Los Robles the Los Robles Addition Internal Addition Internal

Facilities had Facilities had been been connected to the connected to the West West Travis System and Regional System County Regional Travis County and were receiving were receiving

retail water retail and wastewater water and from LCRA. wastewater from LCRA. So the second So the requirement second requirement for the for the payment of the payment of the

remaining 30% remaining 30% of of the the Reimbursable Reimbursable Costs for the Costs for Los Robles the Los Addition also Robles Addition also had had been met. been met.

7 31. 31. LCRA did did not reimburse CCNG not reimburse for the CCNGfor remaining 30% the remaining 30% of of the Reimbursable the Reimbursable

Costs of Costs of the Los Robles the Los Addition Internal Robles Addition Internal Facilities Facilitiesatatthat that time. WTCPUAalso time. WTCPUA also has has not not

reimbursed reimbursed CCNG CCNG for for these these costs. costs.

32. 32. Subsequent Subsequent toto the the filing of this filing of Lawsuit, an this Lawsuit, additional an additional section of section of the the CCNG CCNGTract Tract

surpassed surpassed the the thresholds set forth thresholds set forth inin the the Utility Utility Agreement trigger CCNG's Agreement toto trigger CCNG's right right to to the the

remaining 30% of remaining 30% of Reimbursable Reimbursable Costs. In Spanish Costs. In Spanish Oaks 1, more Section 1, Oaks Section more than than 80% of the 80% of the LUEs

projected toto be projected be served by the served by Spanish Oaks the Spanish Section 11 Facilities Oaks Section Facilities have been connected have been connected to to the the West West

Travis County Regional Travis County Regional System System and are receiving and are receiving retail retail water and wastewater water and from LCRA. wastewaterfrom The LCRA. The

amount of $582,625, amount of plus interest $582,625, plus interest is owed for is now owed for the Spanish Oaks the Spanish Section 11 Internal Oaks Section Facilities, Internal Facilities,

representing the remaining representing the remaining 30% owed inin Reimbursable 30% owed Reimbursable Costs. Although LCRA Costs. Although LCRAhas previously has previously

reimbursed CCNGfor reimbursedCCNG for the initial the initial 70% 70% owed Reimbursable in Reimbursable owed in Costs, neither LCRA Costs, neither nor LCRA nor

WTCPUAhave WTCPUA have reimbursed CCNGfor reimbursed CCNG the remaining for the 30% owed remaining 30% owed in Reimbursable in Reimbursable Costs. Costs.

C. C. Transfer Transfer of System to of System WTCPUA to WTCPUA

33. 33. March 2012, In March In 2012, LCRA transferred LCRAtransferred to WTCPUAthe to WTCPUA right to the right manage and to manage control and control

the Travis County West Travis the West Regional System County Regional System and and to set rates to set for services rates for from the services from the System pursuant System pursuant

to Utilities to a Utilities Installment Installment Purchase Agreement between Purchase Agreement LCRAand between LCRA WTCPUA and WTCPUA as of dated as dated January of January

17, 2012 (the 17, 2012 (the "Purchase Agreement"). "Purchase Agreement"). Purchase Agreement The Purchase The Agreement identified identified Utility the Utility the

Agreement Agreement asas an infrastructure an infrastructure agreement thatrequired agreementthat consentofof aa third requiredthetheconsent party to third party the to the

assignment assignment of the rights of the under the rights under the contract to LCRA. contract to

34. 34. The Purchase The Agreement provided Purchase Agreement provided that, if the that, if the required consent were required consent obtained, not obtained, were not

then then to the extent to the the contact extent the was not contact was assignable not assignable or not or transferable not transferable because of because of the required the required

consent, consent, "this Agreement shall "this Agreement shall not constitute not constitute an assignment an assignment or transfer of or transfer of those contracts ifif such those contracts such

an assignment an assignment or transfer or transfer would constitute would constitute breach thereof aa breach thereof or violation or a violation of any of law ; absent any law, absent

8 Required Consent." Required Consent." The The Purchase Purchase Agreement further provided Agreement further provided that: "In the that: "In the event Required event aa Required

Consent pertaining Consent pertaining toto infrastructure infrastructure included included inin the Assets isis not the Assets not obtained by the obtained by Operations the Operations

Transfer Date, Transfer Date, this this Agreement shall constitute Agreement shall constitute aa license license from LCRA to from LCRA to [WTCPUA] for [WTCPUA] for

[WTCPUA]toto possess [WTCPUA] possess and and use use said said infrastructure infrastructure subject otherwisetoto the subject otherwise terms of the terms the of the

Agreement by which Agreement by LCRA obtained which LCRA rights toto such obtained rights such infrastructure." infrastructure."

D. Request for Request for CCNG's CCNG's "Consent," "Consent," With With Proposal Proposal to Fundamentally to Fundamentally Change the Change Deal the Deal

35. 35. and WTCPUA LCRA and sought CCNG's WTCPUAsought CCNG's consent an assignment consent toto an assignment of LCRA's of LCRA's

rights under rights under the the contract contract toto WTCPUA. WTCPUA.But But rather rather than assigning all simply assigning than simply all rights rights and liabilities and liabilities

to WTCPUA, to WTCPUA,the the proposed "consent" document proposed "consent'' document included included proposed changes to proposed changes to the substance of the substance of

the Utility the Utility Agreement Agreement that that would would have fundamentally have fundamentally changed bargain CCNG the bargain changed the had made CCNGhad with made with

LCRA. Among Among other other proposed proposed changes, changes, the the draft consent to draft consent assignment purported to assignment to (i) purported to reduce (i) reduce

CCNG's entitlement entitlement to to water water and and wastewater wastewater services, and (ii) services, and (ii) eliminate obligation WTCPUA's obligation eliminate WTCPUA's

to pay to pay Reimbursable Reimbursable Costs. CCNG Costs. CCNGhas has never never agreed agreed to reduce its to reduce contractual its contractual entitlement entitlement to to

services, and services, and CCNG CCNG isis not interested inin doing not interested doing so. so. Further, CCNGhas Further, CCNG agreed to never agreed has never eliminate to eliminate

its right its right to to receive receive the the remaining remaining 30% 30% of Reimbursable of Reimbursable Costs that Costs owed, and are owed, that are will become and will become

owed, toto CCNG, and owed, and CCNG CCNG isis not not interested interestedinin doing For those doingso.so. For reasons, those reasons, CCNG has not CCNGhas not

executed the executed the document that purported document that purported toto make make those changes while those changes consenting also consenting while also toto the the

assignment to LCRA's assignment LCRA's WTCPUA.~ to WTCPUA.'

36. 36. In early In early 2013, 2013, representatives representatives WTCPUAtook of WTCPUA of took the position the position that that it would not it would not

approve service approve service toto CCNG CCNG unless agreed toto its unless CCNG agreed its request reduction for reduction request for of CCNG's of CCNG's

contractual rights. contractual rights. On On March March 20, 20, 2013, 2013, CCNG communicated its CCNGcommunicated its concerns WTCPUA's about WTCPUA's concerns about

position toto WTCPUA's position WTCPUA's counsel. counsel. Attached Attached as as "Exhibit true and A"isis aa true "Exhibit A" correct copy and correct of that copy of letter, that letter,

~ CCNG and CCNG and WTCPUA WTCPUA have have engaged engaged inin extensive extensive negotiations, negotiations, from March 2012 from March 2012 to March 2013, to March over these 2013, over these and other issues. and other issues. In In those those negotiations, negotiations, CCNG CCNG has has articulated articulated to to WTCPUA WTCPUA the the concessions concessions it it was was willing willing to to make. make. But those But those negotiations negotiations have never resulted have never resulted in meeting of in a meeting of the minds among the minds among the parties. the parties.

9 ~~ from Armbrust (representing David Armbrust from David (representing CCNG) CCNG)to to Ms. Lauren Kalisek Ms. Lauren (representing Kalisek (representing WTCPUA). WTCPUA).

Among other other things, Mr. Armbrust's things, Mr. Armbrust's letter letter indicates indicates that that CCNG CCNGwould would be be willing willing to to make make some some

concessions, but not concessions, but concessions the concessions not the requested by requested WTCPUA. by WTCPUA.

37. 37. WTCPUA has never WTCPUA has never responded Mr. Armbrust's responded toto Mr. March 20, Armbrust's March 20, 2013 letter. 2013 letter.

E. E. Failure Failure to Pay "Reimbursable to Pay Costs" Due "Reimbursable Costs" Owing to and Owing Due and to CCNG CCNG

38. 38. Neither Neither LCRA nor WTCPUA LCRA nor WTCPUAhas reimbursed has reimbursed CCNG for CCNG for the remaining 30% of the remaining of

the Reimbursable the Reimbursable Costs Costs of the Los of the Los Robles Robles Lot Lot 1, Block A 1, Block Internal Facilities. A Internal Facilities. Further, neither Further, neither

LCRA LCRA nor WTCPUAhas nor WTCPUA has reimbursed reimbursed CCNG for the CCNGfor remaining 30% the remaining Reimbursable the Reimbursable 30% of the Costs Costs

of the Spanish of the Section II Internal Oaks Section Spanish Oaks Internal Facilities. Facilities.

39. 39. The The 2013 appraised value final appraised 2013 final value of of the CCNG the CCNG Tract Tract was was $392,185,036 —greatly $392,185,036 — greatly in in

excess of excess the triggering of the triggering threshold set forth threshold set in the forth in the Utility Agreement to Utility Agreement require the to require remaining 30% the remaining

Reimbursable inin Reimbursable Costs to Costs to be paid (i.e., be paid (i.e., ten ten times $13,231,763.77 LCRA's $13,231,763.77 times LCRA's in capital in expenditures capital expenditures

to serve the to serve CCNGTract). the CCNG Further, as Tract). Further, discussed above, as discussed above, for both the for both Los Robles the Los Tract and Robles Tract and

Spanish Spanish Oaks Section 1, Oaks Section or more 1, 80% or the LUEs more of the LUEs projected to be projected to be served for those served for those phases have phases have

connected connected to to the WTCPUA the WTCPUA system, system, and are receiving and are water and receiving water wastewater service. and wastewater service.

40. 40. The remaining The remaining 30% of Reimbursable of Reimbursable Costs due and Costs isis due owing to and owing to CCNG both for both CCNGfor

the Los Robles the Los Tract and Robles Tract and Spanish Oaks Section Spanish Oaks Section I.I. That obligation That obligation binding on is binding is on LCRA's LCRA's

successors successors and and assigns. assigns. The failure and The failure refusal to and refusal to pay pay those those amounts constitutes owed constitutes amounts owed breach a breach

of of the the Utility Agreement. Utility Agreement.

F. F. Refusal Refusal to to Provide Provide CCNG CCNG With Service With Service

41. 41. As noted above, Section noted above, 11.01 of Section 11.01 of the Utility Agreement the Utility provides: "Following Agreement provides: "Following the the

completion of construction completion of construction on on and, and, if appropriate, if appropriate, conveyance by the conveyance the CCNGof the by CCNG Regional the Regional

Facilities Facilities and and the Internal the Internal Facilities Facilities LCRA, LCRA to LCRA, to shall use LCRA shall use the Regional Facilities the Regional Facilities and and

10 10 Internal Facilities Internal Facilities toto provide provide retail retail treated water and treated water wastewater services and wastewater services to to customers on the customers on the

CCNG Tract." CCNG Tract." That obligation is That obligation is also binding on also binding on LCRA's successors and LCRA's successors assigns. and assigns.

42. 42. On December 23, 2013, December 23, 2013, CCNG CCNGfiled filed aa request for service request for service with WTCPUA. with WTCPUA.

CCNG requested CCNG requested wastewater 10,405 square serviceforfor 10,405 wastewaterservice square feet feet of of office space in office space in two existing two existing

buildings that buildings that already already receive receive water water service service from WTCPUA.CCNG from WTCPUA. CCNGalso requested water also requested water and and

wastewater wastewater servicefor service for 6,960 6,960 square square feet of office feet of space inin two office space proposed buildings. two proposed CCNG buildings. CCNG

requested two requested two additional additional LUEs LUEs of water service of water service and six LUEs and six LUEs of service for wastewater service of wastewater the for the

office expansion. office expansion. An An "LUE" "LUE" or or Living Living Unit Equivalent is Unit Equivalent is the of water amount of the amount water or wastewater or wastewater

service that service that WTCPUA WTCPUAhas has determined determined isis sufficient to serve sufficient to single-family residence. serve aasingle-family residence.

43. 43. CCNG filed CCNG filed isis Original Petition in Original Petition in this this cause on January cause on January 16, 16, 2014, complaining of 2014, complaining of

the failure the failure to pay Reimbursable to pay Reimbursable Costs owed. Costs owed.

44. 44. On about about February February 12 12 and and again on February again on 17, 2014, February 17, in-house WTCPUA's in-house 2014, WTCPUA's

engineer told engineer told CCNG's CCNG's engineer engineer that because of that because of the the recently-filed WTCPUAstaff lawsuit, WTCPUA recently -filed lawsuit, had staff had

been instructed been instructed not not toto process process any any CCNG requests CCNGrequests for services. for services. WTCPUA's told counsel told WTCPUA's counsel

CCNG's counsel CCNG's that no counsel that no such such instruction instruction been given, had been had and that given, and that the request for service request the service for

CCNG's office expansion would office expansion would be processed. be processed.

45. 45. As As WTCPUA's WTCPUA's February February 20, 2014 board 20, 2014 meeting was board meeting approaching, was approaching, CCNG CCNG

noticed that noticed that itsits service request was service request not on was not the agenda. on the colmsel raised CCNG's counsel agenda. CCNG's raised this with this with

WTCPUA's counsel. WTCPUA's WTCPUA's counsel. counsel stated WTCPUA's counsel stated that that CCNG's December 23, CCNG's December 23, 2013 service 2013 service

request was request was somehow somehow submitted submitted too too late late to to be be placed on the placed on agenda of the agenda WTCPUA of WTCPUA February 20, February 20,

2014 Board 2014 Board meeting. meeting. WTCPUA's WTCPUA'scounsel counsel did did not indicate why not indicate request submitted why aa request fifty-nine submitted fifty-nine

(59) days (59) days prior to the prior to the February 20, 2014 February 20, 2014 board meeting was board meeting insufficient. was insufficient.

11 11 46. 46. CCNG's request CCNG's request for for service service was was placed on the placed on the agenda of WTCPUA's agenda of March 20, WTCPUA's March 20,

2014 board 2014 board meeting. In the meeting. In the days prior to immediately prior days immediately to the March 20, the March 2014 board 20, 2014 meeting, CCNG board meeting, CCNG

was provided with was provided with aa draft service availability draft service availability letter letter for the CCNG for the office expansion CCNG office expansion request. The request. The

draft service draft service availability availability letter letter stated water and that water stated that wastewater would and wastewater would not not be be made available made available to to

CCNG for CCNG for the the office office expansion expansion until until WTCPUA WTCPUAcompletes construction completes construction and begins and operations of begins operations of

aa new new wastewater wastewater treatment treatment plant, called the plant, called the Bohl's Bohl's Tract Tract Wastewater Treatment Plant. Wastewater Treatment Plant.

Completion of Completion the new of the new wastewater treatment plant wastewater treatment plant is currently scheduled is currently scheduled for summer 2014. for summer 2014

47. 47. The Utility The Utility Agreement does not Agreement does condition not condition service service toto the CCNGTract the CCNG on Tract on

completion ofof that completion that project project or or any any other other project. project. Under the Under the terms of the terms of Utility Agreement, the Utility Agreement,

WTCPUA WTCPUAisis not not entitled entitled to deny to deny service service to CCNGbased to CCNG upon the based upon timing of the timing completing of completing a

wastewater treatment wastewater plant. treatment plant.

48. 48. Prior to Prior to the the March March 20, 20, 2014 board meeting, 2014 board raised these CCNGraised meeting, CCNG these concerns with concerns with

WTCPUA's General Manager. WTCPUA's General Manager. WTCPUA's General Manager informed General Manager CCNGthat informed CCNG that it should it should

request "interim request "interim service" service" from from WTCPUA WTCPUA for for the CCNG the CCNG office expansion — office expansion that is, —that service that is, service that

would would begin immediately, before begin immediately, the Bohl's before the Bohl's Tract Tract Wastewater Treatment Plant Wastewater Treatment Plant is completed and is completed and

begins operating, begins operating, atat the the Board Board meeting. meeting. CCNG told the CCNGtold the General orally and Manager, orally General Manager, in writing, and in writing,

that itit would that request that would request that the the service availability letter service availability letter be amended toto allow be amended "interim service." allow "interim service."

49. 49. At At its its March March 20, 20, 2014 2014 meeting, meeting, WTCPUA's took up Board took WTCPUA's Board three requests up three for requests for

"interim service" "interim service" before before itit took took up up CCNG's CCNG's request interim service. for interim request for In two service. In two of those three of those three

cases, WTCPUA's cases, WTCPUA's contract contract with with the requestor expressly the requestor expressly provided that the provided that requestor would the requestor would

receive no receive no water water and and wastewater service from wastewater service from WTCPUA until completion WTCPUAuntil completion of of the the Bohl's Tract Bohl's Tract

Wastewater TreatmentPlant. Wastewater Treatment Plant. The The third WTCPUA third WTCPUA contract provided that contract provided that an building office building an office

could not could not be be occupied occupied until until the the earlier earlier of of the completion of the completion of the Bohl's Tract the Bohl's Wastewater Tract Wastewater

12 Treatment Treatment Plant Plant or or July 1, 2014. July 1, Despite these 2014. Despite restrictions these restrictions on on the the part of these part of these other other applicants, applicants,

WTCPUA Board voted WTCPUA Board voted toto approve total of approve aa total approximately of approximately 61 61 LUEs of of "interim ``interim service" service'" for for

these three these requestors. three requestors.

50. 50. When When CCNG's CCNG's request request for for service was reached service was reached on on the the agenda, one of agenda, one of the the

WTCPUABoard WTCPUA members asked Board members asked ifif CCNG was the CCNGwas applicant that the applicant that had had not not yet yet finalized finalized a consent consent

to assignment to assignment agreement with WTCPUA. agreementwith When he WTCPUA. When he was told that was told CCNGindeed that CCNG indeed was was that that

applicant, he immediately applicant, he immediately moved table CCNG's movedtoto table CCNG's request request for for service. service. The WTCPUABoard The WTCPUA Board

then went into then went executive into executive session. After the session. After the executive session, Board executive session, member Murphy Board member made a Murphy made

motion toto approve motion interim service approve interim the CCNG service toto the office expansion. CCNG office expansion. The on this vote on The vote motion was this motion was 2

to 2, to 2, so did not so itit did not pass. pass.

51. 51. As a result As of the result of the action action of WTCPUA of WTCPUA board, been denied has been CCNGhas board, CCNG service denied service

despite despite the the fact fact that CCNGhas that CCNG an express has an contractual express contractual entitlement entitlement to to service under the service under the Utility Utility

Agreement. WTCPUAboard The WTCPUA Agreement. The board has has granted from other requests from granted requests applicants other applicants who lack the who lack the

contractual contractual entitlement that CCNG entitlement that CCNG has. Indeed, the has. Indeed, applicants have other applicants the other have specific contractual specific contractual

limitations limitations allowing allowingWTCPUA service until deny service WTCPUAtotodeny until the completion the completion ofof the Tract Bohl's Tract the Bohl's

Wastewater Treatment Wastewater TreatmentPlant. denying service In denying Plant. In CCNG,the to CCNG, service to actions of the actions WTCPUA,acting of WTCPUA, acting

through through its its board, have caused board, have caused delay delay and and added expense toto CCNG's added expense construction CCNG's construction project. project.

CAUSESOF VI. CAUSES VI. ACTION OF ACTION

Breach of Contract Breach of Contract

52. 52. Plaintiff incorporates Plaintiff by reference incorporates by reference the allegations the allegations in paragraphs in through 36. paragraphs 12 through 36.

53. 53. LCRA and and WTCPUA have breached WTCPUAhave breached the the Utility Agreement by Utility Agreement by its its failure to failure to

reimburse CCNG reimburse CCNGfor the remaining for the 30% of remaining 30% of the Reimbursable the Reimbursable Costs Costs of of (i) the Los (i) the Robles Los Robles

13 13 Addition Internal Addition Internal Facilities, and(ii)(ii) Spanish Facilities,and OaksSection SpanishOaks SectionI, I, plus plus interest. seeks as CCNGseeks interest. CCNG as

damages damages the balance due the balance due and owed to and owed CCNGunder to CCNG under the Agreement. Utility Agreement. the Utility

54. 54. LCRA and LCRA WTCPUAhave and WTCPUA have breached Utility Agreement the Utility breached the Agreement by failing to by failing provide to provide

water wastewater service and wastewater water and customers within service toto customers the CCNG within the Tract upon CCNG Tract upon request. CCNGseeks request. CCNG seeks

as damages as damages the the value the service value of the service due due and and owing owing under under the Utility Agreement, the Utility the additional Agreement, the additional

expense caused expense by the caused by denial of the denial of interim service, and interim service, other damages. and other damages.

55. 55. Section 12.02 Section 12.02 of of the the Utility Utility Agreement Agreement provides provides that: that: "In "In the the event LCRAfails event LCRA fails or ar

refuses toto timely refuses timely comply comply with obligations oror isis unable LCRA's obligations with LCRA's unable toto do do so so as result of as aa result LCRA's of LCRA's

acts or acts or failure failure to to act, act, CCNG CCNG shall shall have the following have the following remedies: (i) to remedies: (i) to enforce enforce this Agreement by this Agreement by

writ writ of of mandamus, mandamus, specific performance, specific performance, injunction, or injunction, or any other remedy any other available remedy available atat law law or in or in

equity in equity in a court court of of competent jurisdiction competent jurisdiction including including but limited to not limited but not to an action for an action for damages. damages.

CCNG requests CCNG requests that that the the court court require and/or WTCPUA,by require LCRA and/or by issuance writ of issuanceofof aa writ of

mandamus or specific mandamus or specific performance performance to immediately comply to immediately with their comply with duties to their duties to reimburse CCNG reimburse CCNG

and provide and the CCNG provide the CCNG Tract Tract with water and with water wastewater and wastewater service. service. CCNG seeks all CCNGseeks such all such

remedies. remedies.

Declaratory Declaratory Judgment: WTCPUA Judgment: WTCPUA

56. 56. Plaintiff incorporates Plaintiff incorporates by by reference allegations the allegations reference the in paragraphs in through 36. paragraphs 12 through 36.

57. 57. A dispute dispute has has arisen arisen among among the the parties as toto LCRA's parties as or WTCPUA's LCRA's or obligation WTCPUA's obligation to to

reimburse CCNG reimburse CCNG for for 30% of of the the Reimbursable Reimbursable Costs Costs of the phases of the the phases Internal Facilities the Internal Facilities that that

CCNG has CCNG has built or will built or build pursuant will build pursuant toto the Utility Agreement. the Utility This dispute Agreement. This would be dispute would be resolved resolved

by a declaratory by declaratory judgment entered judgment pursuant to entered pursuant to the the Uniform Declaratory Uniform Declaratory Judgments Act, Judgments Chapter Act, Chapter

37 of 37 of the the Texas Texas Civil Civil Practice Practice and and Remedies Code, construing Remedies Code, construing the the Utility Agreement. Utility Agreement.

14 14 58. 58. Plaintiff Plaintiff asks asks the the Court Court to to declare declare that that the the Utility Utility Agreement Agreement obligates obligates LCRA LCRAand and

WTCPUA WTCPUA toto reimburse CCNG for reimburse CCNG for 30% of of the the Reimbursable Reimbursable Costs of a particular Costs of particular phase phase of of the the

Internal Internal Facilities Facilities on on the the first first date date that: that: (1) (1) the the appraised appraised value value of of the the CCNG CCNGTract Tract is is in in excess excess

of ten times of ten times the the amount amount of of the capital expenditures the capital expenditures that that LCRA LCRAor or WTCPUA WTCPUAhas has made made on on the the

Regional Regional Facilities Facilities and and Internal Internal Facilities Facilities necessary necessary toto provide provide retail retail water water and and wastewater wastewater

service to the service to CCNGTract; the CCNG Tract; and (2) 80% and (2) 80% of all all LUEs LUEs projected projected to to be be served served by by that that same same phase phase

of the Internal of the Internal Facilities Facilities have have connected connected to the West to the West Travis Travis County County Regional Regional Systems. Systems.

Declaratory Declaratory Judgment Judgment and and Injunctive Injunctive Relief: Relief: WTCPUA WTCPUA Directors Directors

59. 59. Plaintiff incorporates Plaintiff incorporates by by reference the allegations reference the allegations in in paragraphs paragraphs 12 through 36. 12 through 36.

60. 60. publicly -owned utility A publicly-owned utility may may not unreasonably not unreasonably discriminate discriminate inin the provision the provision of of

utility service. utility service. The constitutional The constitutional guarantee guarantee ofofequal protection ofofthe equal protection the laws, laws, TEx. Cot~is`r. art. TEx.CONST. art. I,I,

§§ 3, 3, is violated unless is violated unless the the utility service is utility service available is available to to all all persons similarly persons similarly situated upon the situated upon the

same same terms and conditions. terms and WTCPUA'sDirectors conditions. WTCPUA's Directors violated violated CCNG's constitutional CCNG's constitutional right to right equal to equal

protection when protection when they they denied denied "interim ``interim service" service" to to CCNG CCNG— which has —which contractual has aa contractual right right to to

service upon service upon request request — whilegranting —while granting`'interim "interimservice" service"toto requestors requestors who who do do not not have have that that

contractual contractual right right and applied for and applied for larger larger quantities quantities of service. of service.

61. 61. Plaintiff asks Plaintiff asks the the Court Court to to declare declare that that WTCPUA's WTCPUA's Directors Directors violated violated CCNG's CCNG's

constitutional right to constitutional right to equal protection when equal protection when they they denied denied "interim "interim service" service" toto CCNG CCNG—which — has which has

a contractual contractual right right to to service service upon upon request request — while granting —while granting "interim "interim service" service" to to requestors requestors who

do not do not have that contractual have that contractual right right and applied for and applied for larger quantities larger quantities of of service. service.

62. 62. Plaintiff Plaintiff also also asks asks the the court court toto enjoin enjoin WTCPUA's directors from WTCPUA's directors denying ``interim from denying "interim

service" to service" to CCNG. CCNG.

15 15 VII. NO VII. NOGOVERNMENTAL GOVERNMENTALIMMUNITY IMMUNITY

63. 63. Section Section 271.152 271.152 of the Texas of the Texas Local Local Government Code and Government Code and Section 113.002 of Section 113.002 of the the

Civil Practice Texas Civil Texas Practice &Remedies Code both & Remedies Code both waive and LCRA's waive WTCPUA's and immunity from LCRA's immunity from this this

suit. As suit. Astotothe individual Defendants, theindividual Defendants, governmental governmental immunity does immunity does not bar an not bar an action action for for

declaratory prospective declaratory prospective and injunctive and injunctive relief against relief Director who against a Director who has has violated constitutional violated aa constitutional

provision while acting provision while acting in official capacity. his official in his capacity.

VIII. CONDITIONSPRECEDENT VIII. CONDITIONS PRECEDENT

64. 64. All All conditions conditions precedent have been precedent have performed or been performed have occurred or have occurred as required by as required by

Rule of Texas Rule Texas of Civil Procedure 54. Civil Procedure 54.

ATTORNEYS'FEES IX. ATTORNEYS' IX.

65. 65. Pursuant toto Chapters Pursuant 37 and Chapters 37 and 38 38 of the Texas Civil the Texas Civil Practice Practice and Remedies Code and Remedies Code

and Section and Section 271.153(a)(3) 271.153(a)(3) of of the Texas Local the Texas Local Government Code, Plaintiff Government Code, Plaintiff seeks seeks an award of an award of

their reasonable their reasonable attorneys' attorneys' fees incurred inin prosecuting fees incurred this action. prosecutingthis Further, in action. Further, the event in the event of an of an

appeal, Plaintiffs appeal, Plaintiffs would would be be entitled entitled to any to additional any additional reasonable reasonable attorneys' fees attorneys' which may fees which may be be

incurred. incurred.

JURY TRIAL X. JURY X.

66. 66. Plaintiff demands Plaintiff jury trial demands a jury and the trial and required jury the required jury fee fee has already been has already been paid. paid.

XI. PRAYER XI. PRAYER

WHEREFORE, PREMISES CONSIDERED, Plaintiff WHEREFORE,PREMISES Plaintiff CCNG DEVELOPMENT CCNGDEVELOPMENT CO., CO.,

L.P. L.P. prays this Court that this prays that Court render render judgment: judgment:

a.a. awarding Plaintiff awarding Plaintiff such such damages as are damages as authorized are authorized by law for by law breach of for breach of the the Utility Utility

Agreement; Agreement;

16 16 b. b. granting aa writ granting writ of of mandamus mandamus or or specific performance enforcing specific performance WTCPUA's enforcing WTCPUA's

and/or LCRA's and/or obligations LCRA's obligations under the under the Utility Agreement; Utility Agreement;

c.c. declaring that declaring that the the Utility Agreement obligates Utility Agreement LCRAand obligates LCRA WTCPUA and WTCPUA to reimburse to reimburse

CCNG for CCNG for 30% of of the the Reimbursable Reimbursable Costs Costs of particular of a particular phase of the phase the Internal Facilities Internal Facilities on the on the

first date first date that: that: (1) (1) the the appraised value of appraised value of the the CCNG Tract is CCNGTract in excess is in excess of of ten times the ten times amount of the amount of

the capital the capital expenditures expenditures that LCRA that or WTCPUA LCRA or WTCPUAhas has made on the made on Regional Facilities the Regional Facilities and and

Internal Facilities Internal Facilities necessary toto provide necessary water and retail water provide retail and wastewater service to wastewater service to the the CCNG Tract; CCNGTract;

and (2) and (2) 80% 80% of of all all LUEs projected projected to to be served by be served by that same phase that same of the phase of Facilities Internal Facilities the Internal have have

connected to connected to the West Travis the West Travis County Regional Systems; County Regional Systems;

d. d. declaring that declaring that WTCPUA's WTCPUA's Directors Directors have constitutional violated CCNG's constitutional have violated right to right to

equal protection equal protection by failing by failing to to provide ``interim provide "interim service" to service" to CCNG and enjoining CCNGand WTCPUA's enjoining WTCPUA's

Directors from Directors denying "interim from denying service" to "interim service" to CCNG. CCNG.

e.e. awarding Plaintiff awarding Plaintiff its its reasonable reasonable attorneys' attorneys' fees, court, and costs of court, fees, costs pre judgment and pre judgment

post judgment interest; and post-judgment and interest; and and

f.f. granting Plaintiffs granting Plaintiffs such such other and further other and further relief, at law relief, at law and in equity, and in equity, as as this Court this Court

may deem deem just and proper. just and proper.

17 17 Respectfully Respectfully submitted, submitted,

GRAVES, DOUGHERTY, GRAVES, DOUGHERTY,HEARON HEARONSz&MOODY, MOODY,P.C. P.C. 401 Congress Avenue, 401 Congress Avenue, Suite Suite 2200 2200 Austin, TX Austin, 78701 TX 78701 (512) 480-x.680 (512) 480 Telephone 680 Telephone (512) (512) 48Q~588Q Telecopie~r 481-588t!Teleco

C By: G. Douglas"Kilday G. Douglas ilday '`' State State Bar No. 00787834 Bar No. 00787834 dkilda~cr ~dl~m.c.am dkilday@gdhm.com Robin Melvin Robin A. Melvin State Bar State Bar No. 13929590 No. 13929590 rmelvin(a;~clh~n.com rmelvin@gdhm.com

ATTORNEYS FORPLAINTIFF ATTORNEYSFOR PLAINTIFFCCNG CCNG DEVELOPMENT DEVELOPMENTCO., CO.,L.P. L.P.

CERTIFICATE OF SERVICE CERTIFICATE OF

II hereby hereby certify certify that and correct true and that aa trite copy of correct copy the foregoing of the foregoingdocument documenthashasbee bee sent to sent to the following the counsel listed following counsel below, via listed below, certified via certified mail, return mail, receipt requested, return receipt requested, on this =day on this day of of April, 2014: April, 2014:

John John W.W. Rubttom Rubttom James Rader James N. Rader Madison D. Jechow Madison Jechow LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY P.O. BOX p.0. Box 22~ 220 Austin, Texas Austin, Texas 78767 78767

David Klein David Klein LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLE&& TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress Avenue, 816 Congress Avenue, Suite Suite 1900 1900 Austin, Austin, Texas 78701 Texas 78701

18 i~? EXHIBIT 2 DC BK16196 PG1

Filed in The District Court of Travis County, Texas ORDER OF DISMISSAL FROM THE DISTRICT COURTS OF TRAVIS COUNTY, TEXAS JUL 1 4 2016 70--- 70— At ) f 'I " M. M. Velva L. Price, Price, DistrIi.t. Distrftt. Clerk

D-1-AG-13-000696 IN RE CAVANAUGH D-1-AG-13-000710 IN RE PRATT D-I-AG-13-000737 D-1-AG-13-000737 IN RE BAILEY D-1-AG-13-000750 D-I -AG-13-000750 IN RE GREER D-I-AG-13-000829 D-1-AG-13-000829 IN RE SAN MIGUEL D-1-AG-13-000841 IN RE TREJO D-I-AG-13-000861 D- I -AG-I3-00086 I IN RE GONZALEZ BENITEZ D-1-AG-13-000883 IN RE MORRISON D-1-AG-13-000898 D-I-AG-13-000898 IN RE COLEMAN D-1-AG-13-000912 IN RE GARBER D-1-AG-13-000997 IN RE MILLER D-1-AG-13-001075 IN RE TAYLOR D-1-AG-13-001 106 D-I-AG-13-001106 IN RE JOSEPH D-1-AG-13-001165 D-I -AG-13-001165 IN RE SANCHEZ D-1-AG-13-001168 D-1-AG-I3-001168 IN RE CANTU D-I-AG-13-001173 IN RE BURKS D-1-AG-13-001284 D-I-AG-13-001284 IN RE LUGALA D-1-AG-13-001318 IN RE GONZALEZ D-1-AG-13-001330 IN RE ALBA D-1-AG-13-001357 IN RE ORTA D-I D-I-AG-13-001368 -AG-13-001368 IN RE PEREZ D-1-AG-13-001396 D-I-AG-13-001396 IN RE MCDONALD D-1-AG-13-001406 IN RE GIBOYEAUX D-1-AG-13-001409 IN RE VILLARREAL D-1-AG-13-001416 IN RE SELVEY D-I-AG-13-001421 IN RE MORALES D-I-AG-13-001429 IN RE RENTERIA D-1-AG-13-001451 D-I-AG-13-001451 IN RE GONZALES D-1-AG-13-001463 IN RE CARRINGTON D-1-AG-13-001531 IN RE RAMIREZ MARTINEZ D-1-AG-13-001537 D-I-AG-13-001537 IN RE ALVAREZ D-1-AG-13-001560 D-I-AG-13-001560 IN RE CLOVER D-1-AG-13-001582 IN RE HENSARLING D-1-AG-I3-001618 D-1-AG-13-001618 IN RE BRYANT D-I-AG-13-001624 IN RE FLORES D-1-AG-13-001724 IN RE MCMILLON D-I -AG-13-001734 D-1-AG-13-001734 IN RE HANEY D-1-AG-13-001737 D-I -AG-13-001737 IN RE SIFUENTES D-1-AG-13-001762 IN RE WILSON D-1-AG-13-001766 D-1-AG-I3-001766 IN RE SCHAVE D-1-AG-13-001780 IN RE GARCIA D- I-AG-13-001781 D-1-AG-13-001781 IN RE ALARCON D-1-AG-13-001788 IN RE MALDONADO D- I-AG-13-001821 D-1-AG-13-001821 IN RE GARZA D-1-AG-13-001824 IN RE BROWN D-I-AG-13-001825 D-1-AG-13-001825 [N RE BLEVINS D-I-AG-13-001829 IN RE CAMERON D-1-AG-13-001868 D- I-AG-13-001868 IN RE FOREMAN D-1-AG-13-001894 D-I-AG-13-001894 IN RE GRANADOS-MORENO D-1-AG-13-001907 IN RE LARA COLIN D-1-AG-13-001928 IN RE 1VANOV D-1-AG-13-001933 IN RE COOPER D-1-AG-13-002017 IN RE LEE D- I -AG-13-002042 D-1-AG-13-002042 IN RE PENSON-RECTOR D-1-AG-13-002055 IN RE LEWIS D-I-A0-13-002145 IN RE TANNER DC BK16196 PG8

ORDER OF DISMISSAL FROM THE DISTRICT COURTS OF TRAVIS COUNTY, TEXAS

D-1-GN-13-003912 RUETTEN V. LEE D-1-GN-13-003926 D-I-GN-13-003926 CITY OF CARROLLTON VS. ABBOTT D-1-GN-13-003942 EBCO VS CHAMPION SITE D-I D-1 -GN-13-003950 -GN-I3-003950 LARRY C MILLS VS BROOKS D-1-GN-13-003953 ACI DESIGN VS MY BAR D-I-GN-13-003961 ALLISON RASP VS AMY GROSS D-1-GN-13-003971 KENNETH HARDIN VS CRAWFORD D-1-GN-13-003982 D-1-GN- 13-003982 DELAINE JAMES INC VS COBALT D-1-GN-13-003993 D-I-GN-13-003993 MARKARIAN V. TEXAS DPT OF MV D-1-GN-13-004015 DEUTSCHE BANK V CAMPOS D-I-GN-13-004020 D-1-GN-13-004020 TD BANK USA NA VS ERAZO D-I-GN-13-004043 HIGHT V. INVENIO MARKETING D-I-GN-13-004064 D- I -GN-13-004064 PEOPLES V AUSTIN COMMUNITY COL D-I-GN-13-004087 DGC REALTY VS TWC D-1-GN-13-004093 BISCOE V RAUCH D- I -GN-I3-004094 DR JENNIFER L KIENING VS HARRI D-1-GN-13-004105 SCI PARMER FUND V. IBC D-1-GN-13-004119 D-I-GN-13-004119 SUAREZ VS CITY OF AUSTIN D- 1 -GN-I3-004121 D-1-GN-13-004 121 CUSTOPHARM VS PJW INVESTMENT D-1-GN- 13-004132 D-1-GN-13-004132 ZBRANEK VS PARTNERS STONE D-1-GN-13-004142 D-I-GN-13-004142 SHEPARD VS SMITH D-1-GN- 13-004143 BARKER VS KATHMAN D-1-GN-13-004 171 D-1-GN-I3-004171 HOLEWYNE V MCGARY D-1 D- I -GN-13 -004187 -GN-13-004187 MONARCH V. TEXAS COMMISSION D-1-GN-13-004190 CARRASCO V NEDELKOFF D-1-GN-13-004191 KEEFER VS H2OXIDATION LLC D- D-1-GN-13-004199 I -GN-13-004199 LEWIS CONCRETE VS KIVA INC D-1-GN-13-004212 D-1-GN- 13-004212 HARDEN HEALTHCARE V. JORDE D-1-GN-13-004230 IN RE VIA METROPOLITAN D-1-GN-13-004231 D-I-GN-13-004231 DR SWANSON CO VS FIELDTURF USA D-1-GN-13-004237 0-1-GN-13-004237 CAL TEX LUMBER V. TWC D-1-GN-13-004245 DARTT VS CBA DESIGN AND BUILD D-1-GN-13-004246 TERRY ASSET V TEXAS HEALTH D-1-GN-13-004255 PROGRESSIVE V. THORNTON D-I-GN-13-004305 D- I -GN-13-004305 HUGHBANKS V PATINO D-1-GN-13-004328 DISCOVER BANK VS CROFFORD D-I-GN-13-004341 HOUSING AUTHORITY V. ABBOTT D-1-GN-13-004345 OVALS V QUSSAD MORTGAGE CORP D-I-GN-13-004355 D-1-GN-13-004355 SUSAN SMITH VS CW VENTURES INC D-1-GN-13-004362 IN RE GRISELDA SANCHEZ D-1-GN-13-004364 BONILLA HERNANDEZ V CONN APPLI D-1-GN-13-004371 DEER OAKS VS AUS TEX UTILITY D-I-GN-14-000009 INDEPENDENT BANK V. VANOUNOU D-1-GN- I 4-000016 ACCC GENERAL AGENCY V JACKSON D-1-GN-14-000022 TEXAS MUTUAL VS INLAND SITE D-1-GN-14-000025 JOHNSON V. TEXAS DEPARTMENT OF D-1-GN-14-000035 TRIEAGLE ENERGY VS SUSAN COMBS D-1-GN-14-000065 0-1-GN-14-000065 COUNTRYSIDE NURSERY V LORANC D-1 D-1-GN-14-000069 -GN-14-000069 STATE FARM MUTUAL V ARROYASOSA D-1-GN-14-000083 D-I -GN-14-000083 DAWSON V. PENNA D-i-GN-14-000101 BENTON VS RESENDIZ D-1-GN-14-000153 CALIBER HOLDINGS V SUSAN COMBS D-1-GN-14 -000160 D-1 -GN-14-000160 FIRSTMARK CREDIT V RMG HOLDING D- I -GN-14-000163 D-1-GN-14-000163 CCNG DEVELOPMENT V WEST TRAVIS D-1-GN-14-000190 ECOENERGY V. TX ST SECURITIES D- I -GN-14-000196 D-I-GN-14-000196 TEXAS CAPITAL BANK V MCGEE D-1-GN-14-000202 AKA BUILDERS VS FREEMAN DC BK16196 PG10

ORDER OF OF DISMISSAL DISMISSAL THE DISTRICT FROM THE DISTRICT COURTS COURTS OF OF TRAVIS TRAVIS COUNTY, COUNTY, TEXAS

On the 20th day of May, 2016, the matter of dismissal for want of

prosecution came on for consideration by the Court in the above-styled and numbered

causes; and it appearing to the Court that these causes of action have been pending in the

District Courts of Travis County, Texas, for a period of time in excess of the standards set

forth in Rule 6 of the Texas Rules of Judicial Administration and the Local Rules of Civil

Procedure for the Travis County District Courts; that the notice of the Court's intention to

dismiss these causes for want of prosecution was sent to all parties and attorneys of

record whose addresses are in the files of the District Clerk of Travis County, Texas; and

that said causes should be dismissed for want of prosecution.

It is therefore ORDERED, ADJUDGED and DECREED that the above-styled

and numbered causes be, and are hereby DISMISSED for want of prosecution.

Signed this 14th day of July, 2016

0.4 I I strict Jud e Pr EXHIBIT 3 7/26/2016 3:04:00 PM Velva L. Price District Clerk Travis County D-1-GN-14-000163 NO. D-1-GN-14-000163 CAUSE NO. Nancy Rodriguez

CCNG DEVELOPMENT CO., L.P., CO., L.P., § IN THE DISTRICT COURT OF Plaintiff, Plaintiff, § § vs. § § WEST TRAVIS COUNTY PUBLIC § AGENCY, LOWER UTILITY AGENCY, § COLORADORIVER COLORADO RIVERAUTHORITY, AUTHORITY,and and § COUNTY, TEXAS TRAVIS COUNTY, LARRY FOX,FOX, MICHAEL MURPHY, MURPHY, § RAY WHISENANT, RAY WHISENANT,BILL BILL GOODWIN, § GOODWIN, ROBERTS, each in his and SCOTT ROBERTS, § official capacity as a director of ofthe § WEST TRAVIS COUNTY PUBLIC § AGENCY, UTILITY AGENCY, § Defendants. § Defendants. 345th JUDICIAL DISTRICT 345`"

PLAINTIFF'S MOTION PLAINTIFF'S MOTIONFOR FORNEW NEW TRIAL TRIALAND AND MOTION MOTION TO TO REINSTATE REINSTATE CASE

CCNG Development Plaintiff CCNG Development Co., Co., L.P. L.P. files files this Motion Motion to Motion for New Trial and Motion

Case, and in support thereof Reinstate Case, thereof respectfully shows as follows:

I. Motion for New Trial and Motion to Reinstate Case New Trial

1. On July 14, 14, 2016, 2016, the the Court Court erroneously included this cause in aa blanket erroneously included order blanket order

dismissing numerous dismissing numerous cases cases for for want want of of prosecution. prosecution. The The inclusion inclusion of of this this cause cause in that that blanket blanket

order was in violation of of the Travis County Local Rules and the requirements of of Due Process of of

Law. Local Rule 8.3 states that the Court Administrator:

notice that certain cases will be dismissed ...will give notice ...will dismissed for want want of ofprosecution. prosecution. Such matters will be Such be dismissed dismissed summarily summarily without without further further proceedings on the proceedings on dismissal date ~lismissczl date indicated indicated in in the notice of thereafter unless at of dismissal or thereafter czt least partyfiles one party files a motion retain that complies with the requirements motion to retain requirements of this chapter.

(Emphasis added.) The (Emphasis The procedure procedure described described in in the the Local Local Rules Rules is is consistent consistent with with Due Due Process, Process,

as it requires that parties parties be be given given notice notice and and an an opportunity opportunity to to be be heard heard before before any any dismissal. dismissal. The procedure leading The procedure leading to to the the erroneous erroneous dismissal dismissal of this this cause cause did did not not provide provide CCNG with either CCNGwith either

notice or an notice or an opportunity opportunity to be heard, to be heard, and and accordingly accordingly did not did not comply comply with with Due Process. Process.

2. 2. The Court Administrator The Court Administrator did not did not provide notice required the notice provide the required by Local Rule by Local Rule 8.3. 8.3.

The Court's docket The Court's docket reflects reflects no no notice. notice. Ex. 1 (court's Ex. 1 docket). Plaintiff's (court's docket). attorneys did Plaintiffs attorneys did not not receive receive

the required notice. the required notice. Ex. Ex. 2 (affidavit (affidavit of G. of G. Douglas Douglas Kilday) Kilday) at at ¶¶ 4-5. Similarly, 4-5. Similarly, the LCRA's the LCRA's rif attorneys did attorneys not receive did not receive the required notice. the required notice. Id. Id. The The first of any notice of first notice any dismissal dismissal that Plaintiff that Plaintiff

received received was was after after the the fact. fact. ItIt was mailed by was mailed the Court by the Court on on July July 22, 22, 2016 2016 and and arrived arrived on July 25, on July 25,

2016. Id. atat ¶5. 2016. Id. ¶5. It It reflected reflected that that this this cause cause had been dismissed had been dismissed 11 11 days earlier, on days earlier, on July July 14, 14, 2016. 2016.

Ex. Ex. 2-B 2-B (notice). (notice).'l

3. 3. Had Plaintiff Had Plaintiff received received the notice required the notice required by Local Rule by Local Rule 8.3, 8.3, Plaintiff Plaintiff would would have have

filed Motion to filed a Motion Retain this to Retain cause for this cause for the the following following reasons. reasons.

4. 4. Plaintiff filed Plaintiff filed this this breach breach of of contract action in contract action in January January 2014. 2014. The Lower Colorado The Lower Colorado

River Authority River ("LCRA") owes Authority ("LCRA") Plaintiff reimbursement owes Plaintiff reimbursement for water for water and wastewater infrastructure and wastewater infrastructure

that Plaintiff that Plaintiff constructed constructed part for inin part the LCRA's for the The LCRA benefit. The LCRA's benefit. LCRAclaims claims to to have assigned its have assigned its

reimbursement obligation reimbursement obligation toto the the West West Travis Travis County Public Utility County Public Agency (the Utility Agency "WTCPUA"). (the "WTCPUA").

However, the However, the WTCPUA WTCPUA has has not unconditionally not unconditionally agreed to agreed to honor honor the obligations the obligations owed to owed CCNG, to CCNG,

and has and has not honored those not honored those obligations. obligations.

5. 5. The parties The parties engaged engaged in in settlement settlement discussions discussions immediately immediately after the after Defendants the Defendants

answered. Ex. answered. Ex. 22 at ¶ 3. at ~ 3. Those Those discussions discussions lasted lasted until approximately until approximately one month one month ago, ago, id., when id., when

the WTCPUA the abruptly reneged WTCPUAabruptly reneged on on earlier earlier commitments commitments that that were fundamental were fundamental to the to the proposed proposed

settlement. As settlement. As the the settlement settlement discussions Plaintiff served proceeded, Plaintiff discussions proceeded, discovery requests served discovery in April requests in April

Plaintiff's counsel ' Plaintiff's counsel has has conferred conferred withwith the the Court Court Administrator's Administrator's office office to determine whether to determine whether that that office nonetheless office nonetheless believes that believes that itit issued issued thethe required required notice. notice. AArepresentative representative of of the the Court Administrator's Court Administrator's office has office advised that has advised that notices are notices are typically typically sent sent automatically, automatically, but but that that several several attorneys attorneys havehave indicated indicated that that no notice notice was received for was received the for the July 14, July 2016 dismissal 14, 2016 dismissal docket. docket. Ex.Ex. 22atat 114. ¶ 4.

2 2014. The 2014. The WTCPUA WTCPUAand and LCRA, however, requested LCRA,however, requested that that the Plaintiff extend the Plaintiff extend its its discovery discovery

deadlines 22 deadlines 22 times, times, while while the the parties continued settlement parties continued settlement negotiations. As reflected negotiations. As reflected by by the the Rule Rule

11 11 agreements attached asas Exhibit agreements attached Exhibit 2-A 2-A toto this Motion, as this Motion, gesture of as a gesture of good faith the good faith Plaintiff the Plaintiff

agreed toto all agreed all 22 of those those requests. requests. The The last last agreed extension expired agreed extension on June expired on June 16, 2016. Despite 16, 2016. Despite

having having received received the the Plaintiff's Plaintiff's requests over 2 years requests over years and and 3 months months ago, ago, the WTCPUAhas the WTCPUA still has still

not not produced produced aa single single document. document.

6. 6. The Plaintiff The Plaintiff has has also also attempted confer with to confer attempted to with Defendants Defendants about trial date. about a trial date. The The

LCRA has LCRA has been responsive to been responsive to these these attempts. attempts. The WTCPUAhas The WTCPUA has not. recently as not. As recently as last week, last week,

the undersigned the undersigned proposed the proposed week of the week of October October 31, 31, 2016 in order 2016 in order to to accommodate conflict that accommodate a conflict that

attorneys for attorneys for the WTCPUAhave the WTCPUA during the have during the first first month September. The month of September. WTCPUA The WTCPUA would not would not

agree to agree that date, to that date, but would also but would also not not propose any other propose any date. other date.

7. 7. The Plaintiff The Plaintiff intends toto quickly intends quickly pursue cause through this cause pursue this through trial. Plaintiff trial. Plaintiff will will

update its update its claims claims by by filing filing aa Second Second Amended Petition immediately Amended Petition immediately upon the upon reinstatement the reinstatement of of

this Cause. this Cause. The The Second Second Amended Petition will Amended Petition will reflect additional claims reflect additional for Reimbursable claims for Reimbursable Costs Costs

owed, and owed, and service service requests requests not not yet approved, as yet approved, as the parties have the parties have been discussing. been discussing.

II. II. Prayer Prayer

WHEREFORE, CONSIDERED,Plaintiff WHEREFORE,PREMISES CONSIDERED, Plaintiff prays that this prays that Court: this Court:

a.a. grant Plaintiff's grant Plaintiff's Motion Motion for for New Trial and New Trial and Motion Motion to Reinstate Case; to Reinstate Case;

b. b. reinstate reinstate this this cause cause on on the Court's docket; the Court's docket;

c.c. this cause set this set for trial cause for on October trial on October 31, 31, 2016; 2016; and and

d. d. grant Plaintiff grant Plaintiff such such other other and further relief, and further at law relief, at law and in equity, and in equity, as as this Court may this Court

deem deem just and proper. just and proper.

3 Respectfully submitted, Respectfully submitted,

GRAVES, DOUGHERTY, GRAVES, DOUGHERTY,HEARON HEARONBL&MOODY, MOODY,P.C. P.C. 401 Congress 401 Congress Avenue, Avenue, Suite 2200 Suite 2200 Austin, 78701 TX 78701 Austin, TX (512) (512) 480-56elephone 480-56 elephone (5 480-5"80 (5 er ~ 480-5 ;x'80 ~ el, co er

By: Douglas Ki~day G. Douglas Ki day State Bar State No. 00787834 Bar No. 00787834 dkilday@gdhm.com dkilday@gdhm.com Robin A. Melvin Robin Melvin State Bar State Bar No. No. 13929590 13929590 rmelvin@gdhm.com rmelvin@gdhm.com David P. David P. Lein Lein State State Bar Bar No. 24032537 No. 24032537 dlein@gdhm.com dlein@gdhm.com

ATTORNEYS FORPLAINTIFF ATTORNEYSFOR PLAINTIFFCCNG CCNGDEVELOPMENT DEVELOPMENTCO., Co.,L.P. L.P.

OF SERVICE CERTIFICATE OF CERTIFICATE

II hereby hereby certify that a true certify that true and and correct correct copy copy of of tIte foregoing document t e foregoing document has been sent has been sent to to the following the following counsel counsellisted listedbelow, viaemail, below,via email,ononthisthis 201Rayay ofof July, July, 2016: 2016:

Rader James N. Rader James Associate General Counsel Associate General Counsel LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY Austin, 78767-0220 Texas 78767-0220 Austin, Texas (512) 578-3559 (512) 578-3559 Fax: (512) Fax: (512) 473-4010 473-4010 i ames.radernlcra.orb james.rader@lcra.org

James Parker James Parker David Klein David Klein LLOYD GOSSELINKROCHELLE LLOYD ROCHELLE8L& TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Avenue, Suite Congress Avenue, 1900 Suite 1900 Austin, Austin, Texas 78701 Texas 78701 322-5818 (512) 322-5818 (512) Fax: (512)472-0532 Fax: (512) 472-0532 l~lawfirm.com dklein@lglawfirm.com dklei~l,c~ ~1 awfirm. c om jparker@lglawfirm.com j.parker,~a,l

G. Douglas ilday

4 C! CERTIFICATE OFCONFERENCE CERTIFICATE OF CONFERENCE

II hereby hereby certify certify that that onon July July 25,25, 2016, 2016, II conferred with James conferred with James Rader, Rader, counsel for the counsel for the LCRA, regarding regarding thisthis motion. motion. Mr. Rader indicated Mr. Rader indicated that that the the LCRA LCRA does does notnot oppose the relief oppose the relief requested requested inin this Motion. II separately this Motion. separately called called David David Klein, Klein, counsel counsel forfor the the WTCPUA, WTCPUA,to to learn learn whether thetheWTCPUA whether WTCPUA opposed opposed this this Motion. Motion. Mr. Mr. KleinKlein wa wait n ~ t ailable, ailable, and and hehe has has notnot returned returned my my call. call. ~ ~ ~ ~ ~ ~~

_ ~ ~ ` ~'

G. Douglas G. Douglas Iilday lday

NOTICE OF HEARING NOTICE OF HEARING

Please Please take take notice notice that that this Motion has this Motion been set has been set for for hear heari on Friday, August on Friday, 2016 at 5, 2016 August 5, at 9:00 am, 9:00 am,atatthetheTravis TravisCounty CountyDistrict DistrictCourt, Court,10001000 G G dalupe, dalupe,u.tiu ti Texas. Texas. i ~° v

•

G. G. Douglas ilday Douglas ilday '~

5 EXHIBIT 1 Travis County Travis County -- AARO - Details AARO-Details Page 11 of Page of 2

~~ (https://www.traviscountytx.gov) (https://www.traviscountytx.gov)

District District Clerk AARO--Attorney Clerk -- AARO Access to Attorney Access Records Online to Records Online

Details Details Updated : Monday, July Updated :Monday, 25, 2016 July 25, 2016 5:08:43 5:08:43 AM AM

Cause Number Cause Number D-1-GN-14-000163 D-1-GN-14-000163 Request Documents(/aaro/Content/record_search Request Documents (/aaro/Content/record_search Style Style CCNGDEVELOPMENTVWESTTRAVIS CCNG DEVELOPMENT V WEST TRAVIS Filed Date Filed Date 1/16/2014 1/16/2014 New Search(/aaro/) New Search (/aaro/) Court Court 345 345 Type Type BREACH OF CONTRACT BREACHOF CONTRACT (GEN LIT )) (GEN LIT Case Status Case Status DISM WANT WANT PROS PROS Action/Offense Action/Offense Hearing Date Hearing Date 20/5/2016 01:45 PM 20/5/2016 01:45 PM

Attorney Attorney Type Type Party --Full/Business Party Full/Business Party Party --Person Person DEFENDANT DEFENDANT ROBERTS , SCOTT ROBERTS,SCOTT DEFENDANT DEFENDANT GOODWIN ,,BILL GOODWIN BILL DEFENDANT DEFENDANT WHISENANT WHISENANT,, RAY RAY DEFENDANT DEFENDANT MURPHY MURPHY ,MICHAEL , MICHAEL DEFENDANT DEFENDANT FOX, FOX,LARRY ~,4RRY RADER JAMES N RADERJAMES DEFENDANT LOWER DEFENDANT COLORADO RIVER LOWERCOLORADO AUTHORITY RIVERAUTHORITY KILDAY PLAINTIFF DOUGLAS PLAINTIFF GLEN DOUGLAS KILDAYGLEN CCNG DEVELOPMENTCO CCNG DEVELOPMENT CO LP MELVIN MELVINROBIN A A PLAINTIFF PLAINTIFF CCNG DEVELOPMENT CCNG CO LP DEVELOPMENTCO KLEINDAVIDJASON KLEIN DAVID JASON DEFENDANT WESTTRAVISCOUNTYPUBLICUTILITYAGENCY DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY

Date Date Court Court Party Party Description Description Category Category Pages Pages 7/14/2016 7/14/2016 LJL LJL DWOPBLANKETORDER DWOP BLANKET ORDER ORD ORD 0 0 not available PDF not available 3/9/2015 3/9/2015 345 345 PL OTHER FILING OTHER FILING OTHER OTHER 1 1 Download (/aaro/Default/GetPdf? Download (/aaro/Default/GetPdf? barCodeld=3921065) barCodeld=3921065) 4/8/2014 4/8/2014 345 345 PL AMENDED AMENDED PET-PL PET-PL 18 18 Download (/aaro/Default/GetPdf? Download (/aaro/Default/GetPdf? PETITION/SUPPLEMENTAL barCodeld=3451955) barCodeld=3451955) 2/14/2014 2/14/2014 345 345 DF DF ANSWER & ADDITIONAL ANSWER&ADDITIONAL ANS-RESP 4 Download (/aaro/Default/GetPdf? Download (/aaro/Default/GetPdf? PLEADING PLEADING barCodeld=3379421) barCodeld=3379421) 2/13/2014 2/13/2014 345 345 DF DF ORIGINAL ANSWER ORIGINAL ANSWER ANS-RESP 2 Download (/aaro/Default/GetPdf? Download (/aaro/Default/GetPdf? barCodeld=3379617) barCodeld=3379617) 1/27/2014 1/27/2014 345 345 DF DF EXECUTEDSERVICE EXECUTED SRVPROCESS SRVPROCESS 2 Download (/aaro/Default/GetPdf? Download (/aaro/Default/GetPdf? barCodeld=3355729) barCodeld=3355729) 1/27/2014 1/27/2014 345 345 DF DF EXECUTED EXECUTEDSERVICE SRVPROCESS 2 SRVPROCESS Download (/aaro/Default/GetPdf? Download (/aaro/Default/GetPdf? barCodeld=3355728) barCodeld=3355728) 1/17/2014 1/17/2014 345 345 DF DF ISS:CITATION ISS:CITATION ISSUANCE 0 0 not available PDF not available 1/17/2014 1/17/2014 345 345 DF DF ISS:C ITATION ISS:CITATION ISSUANCE 0 0 not available PDF not available 1/16/2014 1/16/2014 345 345 PL ORIGINAL PET-PL PET-PL 10 10 Download (/aaro/Default/GetPdf? Download (/aaro/Default/GetPdf? PETITION/APPLICATION PETITION/APPLICATION barCodeld=3345230) barCodeld=3345230)

co.travi s.tx. us/aaro/ https://public.co.travis.tx.us/aaro/ hops://public. 7/25/2016 7/25/2016 EXHIBIT 2 CAUSE NO. D-1-GN-14-000163 CAUSE D-1-GN-14-000163

CCNG DEVELOPMENT CCNG DEVELOPMENT CO., L.P., CO., L.P., IN THE IN THE DISTRICT COURTOF DISTRICT COURT OF

§ Plaintiff, Plaintiff,

§ vs. vs.

§ WESTTRAVIS COUNTY WEST COUNTY PUBLIC

§ UTILITY UTILITY AGENCY, AGENCY, LOWER LOWER

§ COLORADO RIVER AUTHORITY, COLORADO AUTHORITY, and and TRAVIS COUNTY, COUNTY, TEXAS TEXAS

§ LARRY LARRY FOX, MICHAELMICHAEL MURPHY, MURPHY,

§ RAY WHISENANT,BILL RAY WHISENANT, GOODWIN, BILL GOODWIN,

§ and SCOTT and SCOTT ROBERTS, ROBERTS, each each in in his his

§ official official capacity as aa director capacity as director of of the the

§ UTILITY AGENCY, UTILITY AGENCY, § Defendants. Defendants. § 345 t JUDICIAL 345th " DISTRICT JUDICIAL DISTRICT

OF G. DOUGLAS AFFIDAVIT OF DOUGLAS KILDAY KILDAY

THE STATE THE STATE OF TEXAS TEXAS §

COUNTY OF TRAVIS COUNTY OF §

BEFORE ME, BEFORE ME, the the undersigned undersigned authority, authority, personally personally appeared G. Douglas appeared Kilday, Douglas Kilday,

after being who after being duly duly sworn, did depose sworn, did depose and and state as follows: state as follows:

1. My 1. Myname name isis Douglas Kilday. II am Douglas Kilday. aman an attorney attorney for Plaintiff CCNG for Plaintiff Development Co. CCNGDevelopment Co.

in this in this in in this this cause. cause. All All of of the the facts facts in in this this affidavit affidavit are true are true and correct, and and correct, and all all are are

within my within my personal personal knowledge. knowledge.

2. 2. II am the the lead attorney for lead attorney Plaintiff in for Plaintiff in this cause. II signed this cause. signed and filed Plaintiff's and filed Original Plaintiff's Original

Petition and Petition and Plaintiff's Plaintiff's Original Original Petition. Myaddress, Petition. My address, phone number, fax phone number, number and fax number and

email address appear email address appear on both pleadings. on both pleadings.

3. Since the 3. Since the time time when when this lawsuit was this lawsuit was filed, the parties filed, the parties have engaged in have engaged lengthy in lengthy

negotiations over settlement negotiations settlement over many many months. negotiations Those negotiations months. Those began immediately began immediately

after the after the Defendants appeared, and Defendants appeared, they continued and they into early continuedinto earlyJune June2016. result 2016. As a result of those negotiations, of those negotiations, the Defendants the Defendants requested requested numerous extensions numerous extensions for their for their

respond toto our deadline toto respond deadline written discovery our written discovery requests. Wehave requests. We have accommodated accommodated those those

requests. On March requests. On March 9, 9, 2015, 2015, II filed filed with with the the Court Rule 11 Court aa Rule 11 Agreement reflecting Agreement reflecting

ninth of the ninth the of twenty-two twenty-two agreements agreements II made made to extend discovery to extend discovery deadlines deadlines for the for the

Defendants. That filing Defendants. That filing also also reflected reflected my my address, address, phone number, fax phone number, fax number, number, and and

email address. True email address. True and and correct correct copies of Rule copies of Rule 11 11 agreements agreements reflecting reflecting all twenty- all twenty-

two extensions two are attached extensions are attached to to this affidavit this affidavit as Exhibit 2-A. as Exhibit 2-A.

4. 4. II never never received received a notice notice that that this this case case would would be dismissed unless be dismissed unless one one of of the the parties parties

filed filed a motion motion to retain the to retain the case. case. That That is, is, I never never received the notice received the notice contemplated contemplated by by

Local Local Rule 8.3. IIhave Rule 8.3. have conferred with James conferred with Rader, counsel James Rader, counsel for for the the LCRA, LCRA, who who

confirmed toto me that confirmed that he he also also did did not not receive receive the notice contemplated the notice contemplated by Local Rule by Local Rule

8.3. 8.3. II spoke spoke with with aa representative representative of the of the Court Administrator's Court Administrator's Office, who Office, who reported reported

to me to me that that those those notices notices are are typically typically sent automatically, sent automatically, but that but several attorneys that several attorneys

have indicated have indicated that that no no notice received for notice was received for the July 14, the July 14, 2016 dismissal docket. 2016 dismissal docket.

5. II am familiar 5. familiar with the records with the records kept kept by by my law firm my law for this firm for this case. case. I have have reviewed my reviewed my

firm's file. firm's file. It It contains contains no notice from no notice from the the Court stating that Court stating this case that this case would would be be

dismissed dismissed unless unless one one of of the parties files the parties files aa motion motion to retain. The to retain. The first first time my firm time my firm

received any received notice related any notice related to dismissal was to dismissal on July was on July 25, 25, 2016, when my 2016, when firm received my firm received

notice stating notice that this stating that this case had been case had been dismissed dismissed eleven eleven days earlier, on days earlier, on July July 14, 14, 2016. 2016.

A true A true and and correct correctcopy copyofofthat thatnotice noticeis isa a ch d to to this affidavits s Exhibit this affidavit 2-B. Exhibit 2-B.

TOAND SWORNTO SWORN ANDSUBSCRIBED SUBSCRIBEDBEFOREME BEFORE this this thth day ME day of July, 2016. of July, 2016. *tar j /!Y./Y/Yt.IlllIJYI/IY . _▪ .SPY v,1;, P°°~ ...... ~JEANNETTE LANGER My My Commission Expires: (.0 Commission Expires: '"-•••'?<•_e: NOTARY NAOTARY PU ABGCR PUBLIC .. c ~y ;,:'~'N • : 10171994 ID# 10171994 ~;~~,, _: State of State of Texes Texas 't'..'•~of,'~' Comm.Exp.06-09-2019 Comm. Exp. 06-09-2019 ..virsri✓~v..c~.i~ieir✓.iiitcr EXHIBIT 2-A GD M G. Douglas G. Kilday Douglas Kilday 512.480.5680 512.480.5680 512.480.5880 (fax) 512.480.5880 (fax) GRAVES DOUGWERTY GRAVES DOUGHERTY HEAR~N& HEARON MQODY &MOODY dkilday@gdhm.com dkilday@gdhm.com A PROFESSIONAL GORP6RATION PROFESSIONAL CORPORATION MAILING ADDRESS: MAILING ADDRESS: P.O, Box 98 P.O, Box 98 Austin, TX 7876-99987 Austin, TX 7876-99987

Apri122,22, 2014 April 2014

David Klein David Klein Via Electronic Via Mail (dkleinnl~lawfi~m.com Electronic Mail (dklein@lglawfirm.com)) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLE&& TOWI~iSEND, TOWNSEND,P.C. P.C. 816 Congress Avenue, 816 Congress Avenue, Suite Suite 1900 1900 Austin, Texas 78701 Austin, Texas 78701

Madison Jechow Madison Jechow Via Electronic Via Mail(Madison.~choYv(~lcra Electronic Mail .or~) (Madisonjechow@lcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Lake Austin Boulevard Austin Boulevard Austin, Texas Austin, Texas 78703 78703

RE: Cause No. Cause D-1-GN-14-000163; No. D-1-GN-14-000163; CCNG Development Ca., CCNG Development Co., L.P. L.P. v. West Travis v. West County Travis County Public Utility Agency, Public Utility Agency, et al.; In et al.; In the the 345th 345` h Judicial Judicial District District Court, Court, Travis Travis County, County, Texas Texas

Dear Dear David David and Madison: and Madison:

This letter This letter confirms confirms my my agreement agreement to to extend extend thethe deadline deadline for for all responses to all responses discovery to discovery requests that requests that were were served served by by CCNG Development Co., CCNGDevelopment L.P. ("CCNG"} Co., L.P. ("CCNG") on or about on or April 16, about April 16, 2014. The 2014. The due due date date for for all all Defendants Defendants to to respond respond to to those those discovery discovery requests requests shall shall be be June June 20, 20, 2014 (i.e., 2014 (i.e., an extension of an extension of 35 days). 35 days).

Please let Please let me me know know if if you you would would like like to to discuss matter further. this matter discuss this further.

Best regards. Best regards.

Sincerely, Sincerely,

RTY, HEA GRAVES, OUG RTY, GRAVES, HEARJN & MOODY,P.C. N &MOODY, P.C.

sy: By: ~ .. Douglas ilday Douglas ilday

GDK/jyl GDKJj yl cc: cc: client (via client (via email) email) Robin Melvin [firm] Robin A. Melvin [film]

401 CongressAvenue 401 Congress Suite 2200 Avenue Suite 2200 Austin, Texas 78701 Austin, Texas 512.480.5600 78701 512.480.5600 ~rvw~.gdhm.com www.gdhm.com 2087937.1 2087937.1 GQ G G. Douglas G. Douglas Kilday Kilday ►a M HH 512.480.5680 512.480.5680 512.480.5880 (fax} 512.480.5880 (fax) GRAVES DOUGHERTY GRAVES DflUGHERTY HEARON HEARON& MOODY &MOODY dkilday@gdhm.com dkilday@gdhm.com

PROFESSIONAL CORPORATION A PROFESSIONAL CORPORATION ADDRESS: MAILING ADDRESS: MAILING P.O. Box P.O. Box 98 98 Austin, TX Austin, 7876-99987 TX 7876-99987

May 19, 2014 19, 2014

David Klein David Klein Via Electronic Mail Via Electronic ~c~kCein(~r~l~lativ trm.com Mail (dklein@l,glawfirm.com) LLOYD GOSSEL.INK ROCHELLE LLOYD GOSSELINK ROCHELLE & & TOWNSEND, TOWNSEND, P.C. P.C. 816 Congress 816 Avenue, Suite Congress Avenue, Suite 1900 1904 Austin, Texas Austin, Texas 78701 78701

Madison Jechow Madison Jechow Via Electronic Mail Via Electronic Mail (Madison. 'ecr hotiv(u~lcra.~1 org) (Madison.jechow@lcra. LOWER COLORADO LOWF,R COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake Austin 3700 Lake Austin Boulevard Boulevard Austin, Texas Austin, Texas 78703 78703

RE: Cause No. Cause No. D-1-GN-14-000163; D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L, L.P. v. West P. v. West Travis County Travis County Utility Agency, Public Utility Public al.; In et al.; Agency, et In the the 345 t" Judicial 345th Judicial District District Court, Travis County, Court, Travis County, Texas Texas

Gentlemen: Gentlemen:

As previously previously indicated via indicated via email, this letter email, this letter again again confirms confirms my my agreement agreement toto grant grant a second extension second extension of of the the deadline deadline for for all all responses responses to to discovery discovery requests that were requests that served by were served by CCNG Development CCNG Development Co., Co., L.P.L.P.("CCNG") ("CCNG") on on ox or about April 16, about April 16, 2014. 2014. With With the the first extension, first extension, the deadline the deadline was June was June 20, 2Q, 2014. 2014. (See (See my letter letter to to you you dated dated April April 22, 2014.) You 22, 2014.) You havehave requested requested an an additional additional thirty thirty (30) (30) days, days, and and I I have have agreed. agreed. With With this this second second extension, extension, the the due due date for date for all all Defendants Defendants to to respond respond to to all all discovery discovery requests served by requests served CCNGshall by CCNG shall be be July July 21, 21, 2014, which 2014, which isis the the Monday Monday following following the additional the additional thirty (30) thirty days. (30) days.

Please let Please let me know know if if you you would would like like to to discuss discuss this matter further. this matter further.

De 1 GRAVES,et GRAVES,D H RTY, H H RTY, O MOODY, MOODY, P.C. P.C.

By: By: Kilday . Douglas Kilday ,#61Douglas

GDIC/jy1 GDK/jyl cc: ec: client (via client (via email). email). Robin A. Melvin Robin [firm] Melvin [firm]

210393.1 2103935.1 401 401Congress CongressAvenue Suite 2200 Avenue Suite Austin, Texas 2200 Austin, Texas 78701 512.48Q.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com GD GD G. Douglas Kiiday G. Douglas Kilday HM HM 512.480.5680 512.480.5680 512.480.5880 512.480.5880 (fax) (fax) GRAVESDOUGHER GRAVES DOUGHERTYTY HEARON HEARON& MOODY &MOODY dkiiday@gdhm.com dkilday@gdhrn,com A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING MAILING ADDRESS: ADDRESS: P.O. Box P.O. Box 98 98 Austin, Austin, TX 7876-99987 TX 7876-99987

July 8, Juiy 8, 2014 2014

David Klein David Klein Via Mail (dklein~~la~1~~r~n.com) Electronic Mail Via Electronic (dklein@lglalifirm.com) LLOYD GOSSELINK ROCHELLE LLOI'D ROCHELLEBL & TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Congress Avenue, Suite 1900 Avenue, Suite 1900 Austin, Texas Austin, 78701 Texas 78701

Madison Jechow Madison Jechow Via Mail(<~I~adi.son.,Lcho~vnlcra.org) ElectronicMail Via ElectNonic (MadisonjechowOlcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Lake Austin Boulevard Austin Boulevard Austin, Texas 78703 Austin, Texas 78703

RE: RE: Cause No. Cause No. D-1-GN-14-000163; D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P. L.P. v.v. West County Travis County West Travis Public Utility Agency, et Public Utility Agency, et al.; al.; In In the the 345th 345` h Judicial Judicial District District Court, Court, Travis Travis County, County, Texas Texas

As previously As previously indicated via indicated via email, email, thisthis letter again confirms letter again grant aa agreement toto grant confirms my agreement third extension third extension of the the deadline deadline for for all all responses responses to discovery requests to discovery requests that were served that were served by CCNG by CCNG Development Co., Development Co., L.P. L.P.("CCNG") ("CCNG") on on or or about about April April 16, 2014. With 16, 2014. With thethe second extension, second extension, the the deadline was deadline was July July 21,21, 2014. 2014. (See (See my my letter letter toto you you dated dated May 19, 2014.) You 19, 2014.) You have requested an have requested an additional thirty additional thirty(30) (30) days, days, andand II have have agreed. agreed. WithWith thisthis third extension, third extension, the due the date for due date all for all Defendants to Defendants to respond respond to to all all discovery discovery requests requests served served by CCNGshall by CCNG shall be August 20, be August 20, 2014. 2014.

Please let Please let me know know ifif you you would would like like to to discuss discuss this matter further. this matter further.

GRAVE GRAVE U ERTY, N 8L & MOODY, MOODY,P.C. P.C.

By: By: G. Douglas G. Douglas ilday ilday

GDKJj yl GDK/j yl cc: ee: client (vice eiient (via efnccil) email) Robin A. Melvin Robin [firm] Melvin [firm]

2142655.1 2142655.1 401 401 Congress CongressAvenue Suite 2200 Avenue Suite Austin, Texas 2200 Austin, 512.480.5600 78701 512.480.5600 Texas 78701 www.gdhm.com www.gdhm.com GD GD HM H G. G. Douglas K€Iday Douglas Kilday 512.480.5680 512.480.5680 512.480.5880 (fax) 512.480.5880 (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON HEARON &MOODY Si. MOODY dkilday@gBhm.com dkilday@gdhm.com PROFESSIONAL CORPORATION A PROFESSIONAL CORPORATION MAILINGADDRESS: ADDRESS: P.a. aoX sa98 P.O. Box Austin, TX Austin, TX 7876-99987 7876-99987

August 4, 2014 August 4, 2014

Davzd Klein David Klein Via Electronic Mail Via Electronic Mail (dklein@tlgla-vifirm.corn) (dklein Uhl IC111~~r7n.con~) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLE& & TOWNSEND, TOWNSEND,P.C. P.C. 816 816 Congress Congress Avenue, Avenue, Suite Suite 1900 1400 Austin, Texas Austin, Texas 78701 78701

Madison Jechow Madison Jechow Via Electronic Mail Via Electronic Mail(Madison. (Madisonjechow@lcra.org) 'ec1 how~~,lcra.or LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 3700 Lake Lake Austin Austin Boulevard Boulevard Austin, Texas Austin, Texas 78703 78703

RE: RE: Cause No. D-1-GN-14-000163; Cause No. D-1-GN-14-000163; CCNG CCNG Development Development Co., Co., L.P. L.P. v.v. West West Travis TNavis County County Public Utility Public Agency, et UtzliryAgency, et al.; al.; In In the the 345 345th t" Judicial Judicial District District Court, Court, Travis Travis County, County, Texas Texas

previously As previously indicated via indicated via email, email, this this letter letter again again confirms confirms my my agreement agreement toto grant grant a fourth fourth extension extension of the deadline of the for all deadline for all responses responses to to discovery discovery requests requests that that were were served by served by CCNG CCNG Development Development Co., Co., L.P. L.P.("CCNG") ("CCNG") on on or or about about AprilApril 16, 16, 2014. 2014. WithWith thethe third third extension, extension, the the deadline deadline was August was August 20, 20, 2014. 2014. (See (See my letterletter to you dated to you July 8, dated July 8, 2014.) 2014.) You You havehave requested requested an an additional additional thirty thirty (30) (30) days, days, and and II have agreed. With have agreed. With this this fourth fourth extension, extension, the the due due date date for all Defendants for all Defendants to to respond respond to all discovery to all discovery requests requests served served by by CCNG CCNGshall shall be be September September 20, 20, 2014. 2014.

Please Please let let me know if you know if you would would like like to to discuss discuss this this matter further. matter further.

GRAVES ERTY,H~,ARC~N GRAVES~OUC~IERTY, H R N &&MOODY, MOODY, P.C. P.C.

I~ By: G.. Douglas Douglas Kilday

GDKJj GDKJj yl yl cc: cc: client (via client (via email) email) Robin Robin A. Melvin [firm] A. Melvin [firm]

401 401 Congress CongressAvenue Suite 2200 Avenue Suite Austin, Texas 2200 Austin, Texas 78701 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com 2160103.1 2160103.1 GD GD G. Douglas G. Kilday Douglas Kilday M HM 512.480.5680 512.480.5680 512.480.5880 512.480.5880 (fax) (fax) GRAVE5 DOUGHERTY GRAVES DOUGHERTY HEARON HEARON &MOODY & M04DY dkiiday@gdhm.com dkilday@gdhm.com A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING ADDRESS: MAILING ADDRESS: P.O. Box P.O. Box 98 98 Austin, TX 7876-89987 Austitt, TX 7876-99987

August 22, 2014 August 22, 2014

David Klein David Klein Via Electronic Mail Via Electronic Mail (dklein~lQlcn-vfirtn.cvm) (dkleincglglawfirm.com) LLOYD GOSSELINK ROCHBLLE LLOYD ROCHELLE& & TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Avenue, Suite Congress Avenue, Suite 1900 1900 Austin, Austin, Texas Texas 78701 78701

Madison Jechow Madison Jechow Via Electronic Mail Via Electronic Mail (Madison.iechow(a;lcra.o~~ (Madisonjechowidgcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake 37Q0 Lake Austin Boulevard Austin Boulevard Austin, Texas 78703 Austin, Texas 78703

RE: RE: Cause No. Cause No. D-1-GN-14-000163; D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L. L.P. P, v. v. West West Travis Travis County County Public Utility Public Agency, et ~ItilityAgency, et al.; In the al.; In 345th Judicial the 345' Judicial District District Court, Court, Travis Travis County, Texas County, Texas

As previously previously indicated indicated via via email, email, this this letter letter again again confirms confirms mymy agreement agreement to to grant fifth grant a fifth extension of extension of the the deadline deadline for for all all responses responses to to discovery discovery requests requests that that were were served served by by CCNG CCNG Development Co., Development Co., L.P. L.P.("CCNG") ("CCNG") on on oror about about April April 16, 16, 2014. With the 2014. With fourth extension, the fourth extension, the the deadline was deadline was September September 2d, 20, 2014. 2014. (See(See my letter letter to to you you dated dated August August 4, 4, 2014.) 2014.) You You have have requested an requested an additional additional thirty thirty(3Q) (30) days, days, and and II havehave agreed. agreed. WithWith this fifth extension, this fifth extension, the due the due date for date for all Defendants to all Defendants to respond respond to to all all discovery discovery requestsrequests served served by CCNGshall by CCNG be October shall be October 20,20, 2014. 2014.

Please let Please let me know know if if you you would would like like to to discuss discuss this matter further. this matter further.

GR GR S, DbU S, D • U # ERTX, ERTY,HE HE RO RO & MOODY, P.C. &MOODY, P.C. I

By: By: G. Douglas G. Douglas ilday ilday ~J

GDK/j yl GDK/jyl cc: cc: client (vaa client (via email) email) Robin A. Melvin Robin Melvin [firm) [firm]

2170358.1 2170358.1 A01 Congress 401 CongressAvenue Suite 2200 Avenue Suite Austin, Texas 2200 Austin, Texas 78701 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com GD GD HM HM Douglas Kilday G. Douglas Kilday 512.480.5680 512.480.5680 512.480.5880 512.480.5880 {fax) (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON& HEARON &MOODY MOODY dkiiday@gdhm.com dkilday©gdhm.com A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING ADDRESS: MAfLING AD[3RES5: P.O. Box 98 P.O. 98 Ausfin, TX Austin, 7876-99987 TX 7876-99987

October 6, October b, 2014 2014

David Klein David Klein Via Electronic Mail Vza Electronic Mail (dklein@lglawfirm.corn) ~klein ,l~ c,_cwfrm.cvm) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLE&& TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress Avenue, 816 Congress Avenue, Suite Suite 1900 1940 Austin, Texas 78701 Austin, Texas 78701

Madison Jechow Madison Jechow Via Mail(Madison.iechotiv Electronic Mazl Via Electronic ,lcra.o~~ (Madisonjechow@lcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY RIVER AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, Texas Austin, Texas 78703 78703

RE: RE: D-1-GN-14-000163; Cause No. D-1-GN-14-000163; Cause CCNG Development CCNG Development Co., Co., L.P. L.P. v.v. West West Travis Travis County County Utility Agency, Public Utility Public Agency, et In the al.; In et aL; the 345 345th th Judicial Judicial District District Court, Court, Travis County, Texas Travis County, Texas

previously As previously indicated via indicated via email, this letter email, this letter again again confirms confirms my my agreement agreement toto grant grant a sixth extension sixth extension of the the deadline deadline for for all responses to all responses discovery requests to discovery that were requests that were served served by CCNG by CCNG Development Co., Development Co., L.P. L.P.("CCNG") ("CCNG") on on oror about about April April 16, 2014. With 16, 2014. With the the fifth extension, fifth extension, the the deadline was deadline October 20, was October 20, 2014. 2014. (See (See my letter letter to you to you dated dated August August 21, 21, 2014.) 2014.) You You have have requested an requested an additional additional thirty thirty(30) (30) days, days, and have agreed. and II have With this agreed. With this sixth sixth extension, extension, the the due due date for date for all all Defendants Defendants to to respond respond to to all all discovery discovery requestsrequests served served byby CCNG CCNGshall shall be be November November 19, 2014. 19, 2014.

Please let Please me know if let me if you would like you would like to to discuss discuss this matter further. this matter further.

GRAVES, I~OUGHERTY, GRAVES, DOUGHERTY,HFALtON HFA ON&&; MOODY, MOODY,P.C. P.C. A

By: I~ G.. Douglas Douglas 16-1day

GDK/j yl GDKljyl cc: cc: client (via client (via email) email) Robin A. Melvin Robin [firm] Melvin {firm]

401 Congress 401 Avenue Suite CongressAvenue Suite2200 Austin, Texas 2200 Austin, Texas 78701 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com 2196410.1 2196410.1 _: i

G. Douglas Douglas Klisiay Kliday 512.480.5080 512.48Q:568D 512.480,5880 (fax) 512.48Q,5880 (fax) GRAVES DOUGHERTY GRAVES DOtiGHERTY HEARON HEARON&&MOODY MOO:DY dkilday@gdhimoom dkiidayGgdhm.00m CORPORATtUN PROFESSIONAL CORPORATION A PROFESSIONAL MAILING ADDRESS: MAIUNGAAPI~~$S: P.Q. Qox P.O. sox 98 98 Austin, 7876-99887. _ TX 7876-99987 Austin. TX

X01. .._ ... _. _ _... . . . -- 'Noveiriber 12, 2014' November Y2; 4

David I~l~~in ~avicl Klein Via Electronic pia Electronic Mail Mail (dklein@lglaw(irm.com) c~1~~ein ~ ~ law i~^m. com LLOYD C~C)~S~~.I I.,I~C1~ID (30-SELIN1( ROCHELLE,& 7.~tI~ ~,S)CHEL~L~, &T<1WI~SENI1, TOWNSEND,~.~,P.C. 816 Congress 816 Avenue, Suite Gpngress Avenue, Suite 1900 1900 . Austin, Texas 78'701 Austin, Texas 78701

Madison Jechow Madison Jechow Via Electronic Vza E'Z~ct~on Mail cM it .Madison. echoes u lcz a. or (Madisonjecliow@lcra.org) LOWER COLORADO LQ~'VER CQ~,ORAlaO RIVER AUTHORITY AUTHQRITY 3700 Lake 3700 Lake Austin Austin Boulevard Boulevard Austin, Texas 78703 Austin ; Texas 78703.

RE: RE: Cause No. Cause D-1-GNwl~~00Q163; ~`~'NG Na. D-1-GN-14-000163; CCNG .~?evelopment Development Go.; C'o.,.~.P. West -Travis L.P. v.~v. Nest TNavis County County ., Public Utility Public Agency, etet al;; Utility Agency, In the al; Zn the 345thth • • 345 Judicial • Judicial District District Court, G4urt, Travis• • Travis County Texas County,; Texas

Gentlemen: Gentlern~n:

As previously previously indicated via indicated via email, this letter eznazl, this: lever again main confirms agreement ~o cQn~irms my agreement grant aa: to grant seventh extension seventh extension of of the the deadline deadline forfog• all all responses responses to discovery requests to discovery requests that that were served by were served by CCNG Development C~NCr Development Co., Co, L.P. ("CCNG") on or L,P. ("CCNG") or about Apt~il about April 16, 2014, 16, 2014. With the - sixth extension, ~Jith the sixth extension, the deadline tlae was November deadline - was November 19, 2014, (See 19, 2014. (See zny letter toto you my letter you dated October 6,6, ~~01~.) dated October 2014.) YouYou have have requested an requested an aciditiQnal additional thi~~ty thirty(30)(30) days, days, but am gra~zzti~ig but II a~m granting ~a sixty sixty(6Q) day extension. (60) d~a}~ extension. With With this: this _ Seventh extension, seventh extension, thethe due due date date for fir all. Defendants a11.Defendai~ts to to respoiicl respond to to all all discovery discovery requests requests served served by by CCNG shaX1 CCNG shall be be January January 19, l 9, 2015. 2015.

Please let 1'Iease let mE me know know ifif you you would like to would like to discuss discuss this matter further. phis matter further.

G VES VES UE—TY U 1.4 , HEAR ERTY, &8LMOODY, P.C. 1VIOODY, P.C.

. ~~; T By: -: . . ~. Dougla ilday -

GDKIjy1 GDKJjyI _ cc: ce: client (via client email) , (via eniail~ Robin A,~ Robzn A. Melvin. Melvin [firm] [firm]

401 COngress Avenue. 40TCongressAvenus Suite2200 'Suite 220.0 AUstin;Tekas 78101' 512:980.5600 Austin, Texas 787Q1 512480.5600 www.gpliirn.corn www.gdhm.com 2213229,1 GD G D HM HM G. Douglas Douglas K{iday KlIday 512.480.5680 512.480.5680 GRAVESDOUGH ERTY GRAVES DOUGHERTY HEARON& HEARON 512.k80.5880 512.480.5880 (fax) (fax) &MOODY MOODY dkilday@gdhm.com dkilday@gdhm.com A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING MAILING ADDRESS: ADDRESS: P.O. Box 98 P.O. Box 98 7876-99987 Austin, TX 7876-99987 Austin,

January January 9, 9, 2015 2015

David Klein David Klein Electronic Mail Via ~'lectYonic Via Mail (dklein cr,l~luwfrm.com) (dklein@lglawfirm.com) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLE&& TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress Avenue, 816 Congress Avenue, Suite Suite 1900 1900 Austin, Texas Austin, Texas 78701 78701

James Rader James Rader Via Electronic Via Mail (lames.radernlcrc~.or~) Electronic Mail (fames.rader@lcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 3700 Lake Austin Boulevard Lake Austin Boulevard Austin, Texas Austin, 78703 Texas 78703

RE: D-1-GN-14-000163; Cause No. D-1-GN-14-000163; Cause CCNG Development CCNG Development Co., Co., L.P. L.P. v.v. West County ~'ravis County West Travis Public Utility Agency, Public Utility Agency, et al.; In et al.; In the the 345 Judicial District th Judicial 345th Court, Travis District Court, County, Texas Travis County, Texas

previously As previously indicated indicated via email, this via email, confirms my again confirms letter again this letter agreement to my agreement grant an to grant an eighth extension eighth extension of of the deadline for the deadline for all responses to all responses discovery requests to discovery requests thatthat were served by were served by CCNG Development CCNG DevelopmentCo., L.P.{"CCNG") Co., L.P. ("CCNG")on about April on oror about April 16, 2014. With 16, 2014. With the seventh the seventh extension, extension, the deadline the deadline was January 19, was January 2015. (See 19, 2015. (See my letter to you letter to you dated November dated November 12, 12, 2014.} 2014.) You You have requested an have requested additional an additional sixty (60) days. sixty (60) With this days. With this eighth extension, the eighth extension, the due due date for date for all Defendants to all Defendants respond to to respond discovery requests all discovery to all requests served served by CCNGshall by CCNG shall be March 20, be March 20, 2015. 2015.

Please let me know Please let if you know if you would like to would like to discuss mattex further. this matter discuss this further.

&MooDY,P.C. GRAVES U ERTY, H ON & MOODY, P.C.

By: By: . Douglas Douglas ilday

GDKJjyI GDK/jy1 cc: cc: client (via client (via email) email) Robin Melvin [firm] Robin A. Melvin [firm]

401 CongressAvenue 401 Congress Suite 2200 Avenue Suite 2200 Austin, Austin, Texas 78701 512.480.5600 Texas 78701 512.480.5bCA www.gdhm.com www.gdhm.com 2238965.1 2238965.1 3/9/2015 3:21:54 3/9/2015 3:21:54 PMPM co GD HM HM G. Douglas Douglas Kiiday Kilday Veiva L. Velva L. Price Price 5~2.aso.~sao 512.480.5680 District District Clerk Clerk 512.480.5880 (fax) 512.480.5880 (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON& HEARON &MOODY MOODY dkilday©gdhm.com Travis dkilday@gdhm.com Count Y Travis County PROfESSIONALCORPORATIO A PROFESSIONAL CORPORATIONN D-1-GN-14-000163 D-1-GN-14-000163 MAILING MAILING ADDRESS: ADDRESS: P.O. Box P.O. Box 98 98 Austin, Austin, TX 7876-99987 TX 7876-99987

March 9, March 9, 2015 2015

David Klein David Klein Via Electronic Via Mail (dklein Electronic Mail (dklein@lglawfirm.corn) cr,l.~lawfirm. cam) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLE&& TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress Avenue, 816 Congress Avenue, Suite Suite 1900 1900 Austin, Texas 78701 Austin, Texas 78701

Rader James Rader James Via Electronic Mail Via Electronic (icrmes.~~ader(a~,lcra.or,~) Mail (James.rader(cD,lcra.org) LOWER COLORADO LOWER COLORADO RIVER RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Lake Austin Austin Boulevard Boulevard Austin, Texas 78703 Austin, Texas 78703

RE: RE: Cause No. Cause D-1-GN-14-000163; No. D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P. L.P. v.v, West West Travis County Travis County Utilzty Agency, Public Utility Public Agency, et et al.; In the al.; In the 345 345th Judicial District th Judicial District Court, Travis County, Court, Travis Texas County, Texas

As previously As previously indicated via indicated via email, this letter email, this again confirms letter again confirms my agreement grant aa agreement toto grant ninth extension ninth extension of the deadline of the deadline forfor all all responses responses to to discovery discovery requests that were requests that were served served by CCNGCCNG Development Co., Development L.P.("CCNG") Co., L.P. ("CCNG") on on or or about April 16, about April 16, 2014. With the 2014. With the eighth extension, the eighth extension, the deadline deadline was was March March 20, (See my letter 2015. (See 20, 2015. letter toto you dated January you dated January 9, 9, 2015} 2015) YouYou have requested have requested an additional an additional thirty(30) thirty (30) days. With this days. With extension, ninth extension, this ninth the due date the due for all date for Defendants to all Defendants to respond toto all respond discovery requests all discovery requests served served by by CCNG CCNGshall shall be April 20, be April 20, 2015. 2015.

Please let Please let me know if me know if you you would would like like to discuss this to discuss matter further. this matter further.

GRAVE & MOODY, P.C.

By: G. Douglas ilda

GDK/jyl GDK/j yl cc: cc: (via email) client (via clzent email) Robin A. Robin A. Metvin Melvin [firm] [firm]

401 Congress 401 CongressAvenue Avenue Suite Suite2200 2200 Austin, Texas 78701 Austin, Texas 512.480.5600 78701 512.480.5600 wvrro.gdhm.com www.gdhm.com 2272123.1 2272123.1 GD GD G. Douglas G. Kilday Douglas Kilday HM HM 512.480.5680 512.480.5680 512.480.5880 512.480.5880 (fax) (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON HEARON &MOODY & MOODY dkilday@gdhm.com dkilday@gdhm.com

A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING ADDRESS: MAILING ADDRESS: P.O. Box 98 P.O. Box 98 Austin, TX Austin, TX 7876-99987 7876-99987

April 17, April 17, 2015 2015

David David Klein Klein Via Electronic Via Mail (dklein(cr»l~w~rm.com) Electronic Mail (dklein@lglawfirm.com) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLER.& TOWNSEND, TOWNSEND,P.C. P.C. 816 816 Congress Avenue, Suite Congress Avenue, 1900 Suite 1900 Austin, Texas Austin, Texas 78701 78701

James Rader James Rader Via Electronic Via Mail(iccnzes.r•adernlcra.or~) Electronic Mail (ames.raderOlcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake Austin 3700 Lake Austin Boulevard Boulevard Austin, Texas Austin, 78703 Texas 78703

RE: RE: Cause D-1-GN-14-000163; No. D-1-GN-14-000163; Cause No. CCNG CCNG Development Development Co., Co., L.P. L.P. v.v. West West Travis County Travis County Public Utility Agency, Public Utility al.; In et al.; Agency, et In the the 345 345th Judicial District th Judicial Court, Travis District Court, County, Texas Travis County, Texas

As previously As previously indicated indicated via email, this via email, letter again this letter again confirms confirms my my agreement agreement toto grantgrant a tenth extension of the tenth extension the deadline deadline forfor all all responses responses to discovery requests to discovery requests that were served that were served by CCNG CCNG Development Co., Development Co., L.P. ("CCNG") on L.P.("CCNG") on oror about April 16, about April 2014. With 16, 2014. With thethe ninth extension, ninth extension, the the deadline deadline was was Apri120, 2015. (See April 20, 2015. (See nny my letter letter toto you dated March you dated March 9, 201 9, 2015)S) You have requested an Yau have requested an additional additional thirty thirty (30) (30) days. days. WithWith this tenth extension, this tenth extension, the due date the due for all date for all Defendants Defendants to to respond respond to all discovery to all discovery requests requests served served by CCNGCCNGshall shall bebe May 20, 20, 2015. 2015.

Please Please let let me know if you know if you would would like like to discuss this to discuss matter further. this matter further.

GRAVES NU, HERTY, HEAD ON & MOODY, P.C.

By: Douglas ilday

GDKIj yl GDK/j yl cc: cc: client client (via (via email) email) Robin Melvin Robin A. Melvin [firm] [firm]

401 401 Congress CongressAvenue Suite 2200 Avenue Suite Texas 78701 Austin, Texas 2200 Austin, 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com 22931 I5.1 2293115.1 GD G. G. Douglas Kifday Douglas Kilday 512.480.5680 512.480.5680 512.480.5880 .(fax} 512.480.5880 (fax) DOUGHERTY GRAVES DOUGHERTY GRAVES HEARdN& HEARON NAOODY &MOODY dkilday@gdhm.com dkilday@gdhm.com

A PROFESSIONAL CORPORATION A PROFESSIONAL CORPORATIgN MAILING ADDRESS: MAILING ADDRESS: P.O. Box 98 P.O. Box 98 Austin, TX Austin, TX 7876-99987 7876-99987

May 20, 2015 IvIay20, 2015

David Klein T)avid Klein Via Electronic Mail Via Elect~nnic Mail (dkl~in(~~glawfiprrc. (dkleinglglawfirm. com comb) LLOYD Goss~,~.~~x L~,oYn GOSSE,UNKRocx~~~.~. ROCHELLEfir,&~I'~~~;s~~~~~, TOW SEND, P P.C. P.C. ~816 Congress Avenue, 16 Congress Avenue, Suite Suite 1900 1900 Austin, Austin, Texas 78701 Texas 78701

James Rader James Rader Via Electronic .tiliril Uia Electronic Mail (~c~mes. (fames.rader@lcra.org) ~ader(c~r~lcr~a. orb )- LOWER COLORADO LQWER RIVER AUTHORITY COLOt2AD0 RIVER AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, Texas 78703 Austin, Texas 78703

RE: RE: Cause No. Cause No. D-1-GN-14-000163; D-1-GN-14-000163; CCNG Development C'C'NG Development C'o.,Co., ~.P. L.P. v.v. West West Travis Travis County County Public Utility Public Agency, et Utility Agency, et al.; In the al.; In the 345 345th Judicial District th .~udicial District Court, Court, Travis Travis County, County, Texas Texas

As previously previously indicated via indicated vii email, email, thisthis letter letter again again confirms can~irms my ~Zy agreement a~;r~emenl to to grant grant anan eleventh e~tensi.or~ elevenfih extension o£ of the the deadline deadline for for all all responses responses to to discovery discavexy requests requests thatthat were served were served by by CCNG Development CCIEYG Development Co., Co., L.P. L.P.("CCNG"} ("CCNG") an on oror abort about AprilApril 16, 2014. 1 b, 201 ~. With With thethe tenth tenth extension, extension, the deadline the deadlzne was was May 20,20, X2015. my letter (See rrzy 015. (See letter toto you you dated dated Aril April 17, 17, 2015) 2015) You You have requested have requested an additional an additional sixty (60) days. sixty (b0} days. WithWith this eleventh extension, the due date for all Defendants to this eleventh extension, the due date for all Defendants to respond to respond to all all discovery discovery requests requests served served by by CCNG CCNGshall shall be be July July 20,20, 2015. 2015.

Please let Please let me know know if if you you would like to would like to discuss matter further. this matter discuss this further.

G~av~~~,~.~~ ~~ ~~~;~RTY,~ GRAVES OH RTY H A ON ors MOODY, ° Mc~o~Y, P.C. ~'.C. ~.~ 3r r

By: ~- -- — Douglas1 F , Dc~ugias ilday ~r~ilday

GDK/jyl GDK/jyl cc: cc: client (vicz client (via e~rac~il) email) Robin A. Robin A. Mel~~in Melvin [fzim] [firm]

491 401 Congress Congressf~venue Suite Z2~ Avenue Suite Texas 787Q1 Austin, Texas 2200 Austin, 512.480.5b00 78701 512.480.5600 wtivw.gdhm.com www.gdhm.com 2s06i30.1 2306130.1 GD GD G. Douglas Kiiday Douglas Kilday i-! M M 512.480.5680 512.480.5680 512.480.5880 512.480.5880 (fax) (fax) GRAVESDOUGHERTY HEARON GRAVES DOUGHERTY HEARON &MOODY & MOODY dkiiday@gdhm,com dkilday@gdhm.com CORPORATION PROFESSIONAL CORPORATION A PROFESSIONAL MAILING ADDRESS: MAILING ADDRESS: P.O. Box 98 P.O. Box 98 Austin, TX Austin, TX 7876-99987 7876-99987

July 17, July 2015 1 fi, 2015

David Klein David Klein Via Electronic Mail Via Electronic Mail (dkleinna~lativfirm, (dklein( lglawfirrn.corn) com) LLOYD GOSSELINK LLOYD GOSSELINKROCHELLE ROCHELLE8G & TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Avenue, Suite Congress Avenue, Suite 1900 1900 Austin, Texas 78701 Austin, Texas 78701

James Rader 3ames Rader Via Via Electronic Mail (jc~nzes. Electronic Mail rader a,lcra. or~t (fames.rader@lcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY Lake Austin 3700 Lake 3700 Austin. Boulevard Boulevard Austin, 78703 Texas 78703 Austin, Texas

RE: RE: Cause No. Cause No. D-1-GN-14-000163; D-1-GN-14-OOOI63; CCNG Development CCNG Development Co., Co., L.P, L.P. v. West Travis v. West Travis County County Utility Agency, Public Utility Public Agency, et In the al.; In et al.; the 345 th Judicial 345th Judicial District District Court, Court, Travis Travis County, Texas County, Texas

As previously previously indicated via indicated via email, email, this this letter again confirms letter again confirms my agreement to my agreement to grant grant an an twelfth extension twelfth extension of the of the deadline deadline for all responses for all responses to to discovery requests that discovery requests that were served by were served by CCNG Development CCNG DevelopmentCo., Co., L.P. L.P.("CCNG") ("CCNG")on on oror about April 16, about April With the 2014. With 16, 2014. the eleventh eleventh extension, the extension, the deadline deadline waswas July July 20, 2015. (See 20, 2015. (See my letterletter toto you dated May 20, you dated 20, 2015) 2015) You have have requested an requested an additional additional thirty thirty(30) (30) days. days. WithWith thisthis twelfth extension, twelfth extension, the due the date for due date all for all Defendants to Defendants to respond respond to to all all discovery discovery requests requests served served by CCNG CCNGshall sha11 be August 19, 2015. August 19, 2015.

Please let Please let me know know ifif you you would would like discuss this to discuss like to matter further. this matter further.

G vEs, D OODY, P.C.

By: Douglas Ki day G. Douglas

GDK/jyl GDKJj yl cc: cc: client (via email) client (via email) Robin A. Melvin Rabin Melvin [firm] [firm]

401 401 Congress CongressAvenue Suite 2200 Avenue Suite Austin, Texas 2200 Austin, Texas 78701 78701 512.480.5600 512.480.5600 www.gdhm.com www.gdhm.com 2336914.1 2336914.1 GD GO G. Douglas Douglas Kiiday Kilday iMM M 512.480.5680 512.480.5680 512.480.5880 {fax) 512.480.5880 (fax) DOUGHERTY GRAVES DOUGHERTY GRAVES HEARON& HEARON MQOQY &MOODY dkiiday@gdhm.com dkilday@gdhm.com

A PROFESSIONAL CORPORATION PROFESSIONAL CORPORATION MAILING ADDRESS: MAILING ADDRESS: P.O. P.O. Box 98 Box 98 7$76-99987 Austin, TX 7876-99987 Austin,

August 18, August 18, 201 2015S

David Klein David Klein Electronic Mail Via ElectNonic Via Mail (dklein l~v~rrn.com) (dklein@lglawfirm.com) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLESL & TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress Avenue, 816 Congress Avenue, Suite 1900 Suite 1900 Austin, Texas Austin, Texas 78701 78701

James Rader James Rader Via Elect~onzc Via Mail(~crn2e,s.radernlcYt~.orx) ElectronicMail ames.rader@lcraorg) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, Texas Austin, Texas 78703 78703

RE: Cause Cause No. D-1-GN-14-000163; Na. D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P. L.P. v. West Travis v. West County Travis County Public Utility Public Agency, et UtiliryAgency, et al.; In the al.; In the 345`'' Court, Travis District Court, Judicial District 345th Judicial County, Texas Travis County, Texas

previously As previously indicated via indicated email, this via email, this letter letter again confirms my again confirms agreement to my agreement grant an to grant an thirteenth extension of thirteenth extension of the the deadline deadline forfor all all responses responses to discovery requests to discovery requests thatthat were served by were served by CCNG Development CCNG DevelopmentCo., Co.,L.P. L.P.("CCNG") ("CCNG")on about April on oror about April 16, 2014. With 16, 2014. With the twelfth the twelfth extension, extension, the the deadline deadline was was August August 19, 2015. (See 19, 2015. (See my letter letter to to you dated July you dated 17, 2015} July 17, 2015) WithWith this thirteenth this thirteenth extension, extension, the due the due date date for for all Defendants to all Defendants respond to to respond to all discovery requests all discovery requests served served by CCNGshall by CCNG shall be September 30, be September 2015. 30, 2015.

Please let me know Please let you would know ifif you would like to discuss like to discuss this matter further. this matter further.

GRAVES, DY, P.C.

By: . Douglas Ki day

GDK/j yl yl cc: cc: client (via email) client (via email) Robin Robin A. Melvin Melvin [firm] [firm]

2355602.1 2355602.1 401 Congress 401 CongressAvenue Avenue Suite 2200 Austin, Suite 2200 Texas 78701 Austin, Texas 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com GD Douglas Kilday G. Douglas Kilday KM 14 M 512.48Q.5680 512.480.5680 512.480.5880 (fax) 512.480.5880 (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON HEARON & MOODY &MOODY dkilday@gdhm.com dkilday@gdhm.com

A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING ADDRESS: MAILING ADDRESS: P.O. Box 98 P.O. Box 98 Austin, TX 7$76-99987 Austin, TX 7876-99987

September September 24, 24, 2015 2015

David Klein David Klein Via Via ElectNonic Mail (dklein~~lawfirm. Electronic Mail com) (dklein@lglawfirm.corn) LLOYD GOSSELINK LLOYD GOSSELINKROCNBLLE ROCHELLE& & TO`NNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Avenue, Suite Congress Avenue, Suite 1900 1900 Austin, Texas 78701 Austin, Texas 78701

3ames 3ames Rader Rader Via Via Electronic Electronic Mail (iczmes.raderf~`~l~ cra.orQ) ~vlait (j'arnes.rader@lcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY RIVER AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, 7$703 Texas 78703 Austin, Texas

RE: RE: Cause No. Cause D-1-GN-14-000163; No. D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P. L.P. v.v. West YTjest Travis County Travis County Utility Agency, Public Utility Public In the al.; In et al.; Agency, et the 345 th Judicial 345th Judicial District District Court, Court, Travis County, Texas Travis County, Texas

As previously previously indicated via indicated via email, email, this this letter letter again confirms my again confirms agreement to my agreement grant an to grant an fourteenth extension fourteenth extension of of the the deadline deadline forfor all responses to all responses discovery requests that to discovery requests that were served bywere served by CCNG Development CCNG DevelopmentCo., Co., L.P. L.P.("CCNG") ("CCNG")on on oror about about AprilApril 16, 2014. With 1 b, 2014. With the thirteenth the thirteenth extension, the extension, deadline was the deadline September 30, ~~as September 2015. (See 30, 2015. (See my letter letter to to you you dated August 18, dated August 18, 2015) With 2015) With this this fourteenth fourteenth extension, extension, thethe due due date date for all Defendants to respond for all Defendants to respond to all discoveryto all discovery requests served requests served by by CCNG CCNG shall shall be October 30, be October 30, 2015. 2015.

Please let Please let me know know if if you you would would like discuss this to discuss like to matter further. this matter further.

Sincerely Sincerely,

G VES, & MOODY, P.C.

By: G. Douglas ilday

GDKljyl GDK/jy1 cc: cc: client (via email) client (via email) Robin A. Melvin Robin Melvin [firm] [firm]

2355602.I 2355602.1 401 CongressAvenue 401 Congress Suite 220Q Avenue Suite Austin, Texas 2200 Austin, Texas 78701 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com GD GD G. Douglas G. Douglas Kilday Kilday HM HM 512.48Q,5680 512.480,5680 512.480.5880 512.480.5880 (fax) (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON&MOODY HEARON & MOODY dkilday~igdhm.com dkilday©gdhm.com

A A PROFESSIONAL PROfESSIQNAL CORPORATION CORPORATION MAILING MAILING ADDRESS: ADDRESS: P.O. Box P.O. Box 98 98 Austin, TX Austin, 7876-99987 TX 7876-99987

October 29, October 29, 2015 2015

David Klein David Klein Via Via Electronic Mail(dklein(cr~,l~vfrm.com) ElectronicMail (dkleinlglawfirm.com) LLOYD GOSSELINK LLOYD GOSSELINK R4CHELLE ROCHELLE&& TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Avenue, Suite Congress Avenue, Suite 1900 1900 Austin, Texas 78701 Austin, Texas 78701

James Rader 3ames Rader Via Electronic Mail Via Electronic (i~~mes.rader~lcra.or~ l~fazl (james.raderrO)cra.ork))- LOWER COLORADO LOWER COLORADO RIVER RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, Texas Austin, Texas 78703 78703

RE: RE: D-1-GN-14-000163; Cause No. D-1-GN-14-000163; Cause CCNG Developfnent CCNG Development Co., Co., L.P. L.P. v.v. West LVest Travis County Travis County Utility Agency, Public Utility Public Agency, et et al.; the 345 In the al.; In th Judicial 345th Judicial District District Court, Court, Travis County, Texas Travis County, Texas

As previously previously indicated via indicated via email, email, this this letter Letter again confirms my again confirms my agreement agreement toto grant grant an an fifteenth extension fifteenth extension of of the the deadline deadline forfor all all responses responses to to discovery requests that discovery requests were served that were served by by CCNG Development CCNG Development Co., Co., L.P. L.P.("CCNG") ("CCNG")on or about on ox April 16, about April 2014. With 16, 2014. With the fourteenth the fourteenth extension, the extension, the deadline deadline was was October October 30, 2015. (See 30, 2015. (See my letterletter to you dated to you dated September September 24, 24, 2015) With 2015) With this this fifteenth fifteenth extension, extension, the the duedue date date for for all Defendants to all Defendants respond to to respond to all all discovery discovery requests served requests served byby CCNG CCNGshall shall bebe December December 14, 14, 2015. 2015.

Please let Please let me me know know if if you you would like to would like discuss this to discuss matter further. this matter further.

Y I~AI~JN GRAVEL~O~7GHE~TY~ GRAVE, 0 GHE TAr A A/S N & MOODY, P.C. cY~ MOODY, P.C.

By: By: G. Douglas Douglas Kilday Kilday

GDK/jy1 GDK/jyl cc: cc: client (via email) client (via email) Robin Rabin A. Melvin Melvin [firm] [firm]

CongressAvenue Texas 78701 512.480.5600 www.gdhm.com 2391937.1 2391937.1 401 Congress 401 Suite 2200 Avenue Suite Austin, Texas 2200 Austin, 78701 512.480.5600 www.gdhm.com GD G. Douglas Douglas Kilday Kilday HM 5t2.4.8(1.5R8Q 5t2.4.80.5680 512.480.5880 512.480.5880 (fax) (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON& HEARON MOODY &MOODY dkilday@gdhm.com dkilday@gdhm.com A PROFESSIONAL CORPORATION PROFESSIONAICORPORATION MAILING MAILING ADDRESS: ADDRESS: P.O. Box 98 P.O. Box 98 Austin, TX Austin, 7876-99987 TX 7876-99987

I~iovemher 16, 2015 November 16, 2015

David Klein David Klein Via Via ElectNonic Mail (dklezn Electronic Mail o,l~lu~vfirrn.con~) (dklein@lglawfirm.com) LLOYD GQS3ELINK LLOYD GOSSELINK ROCHELLE ROCHELLE& & T~WNSEi~ID, P.C. TOWNSEND, P.C. 816 Congress 816 Avenue, Suite Congress Avenue, Suite 1900 1900 Austin, Texas 7$701 Austin, Texas 78701

James Rader 3ames Rader Via Via Electronic Mail(iames.radernlcrcz.or~~ Electronic11lail (iames.raderalcra.org) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, 78703 Texas 78703 Austin, Texas

RE: RE: Cause No. Cause D-1-GN-14-000163; No. D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P. L.P. v.v. West Travis County West Travis County Public Utility Public et al.; Agency, et Utility Agency, al.; In In the the 345` 345thh Judicial Judicial District District Court, Court, Travis Travis County, County, Texas Texas

As we discussed discussed thisthis morning, morning, this this letter confirms my letter confirms agreement to my agreement sixteenth grant aa sixteenth to grant extension of extension of the the deadline deadline for for all all responses responses to discovery requests to discovery were served that were requests that served by CCNG by CCNG Development Development Ca., Co., L.P. L.P. ("CCNG") ("CCNG") on on or or about about April April 16, 16, 2014. 2014. With With the the fifteenth fifteenth extension, extension, the the deadline was deadline December 14, was December 2015. (See 14, 2015. (See my letter to letter to you you dated dated October October 29, 29, 2015) 2015) With With this this sixteenth extension, sixteenth extension, the the due due date date for for all all Defendants Defendants to respond to to respond to all discovery requests all discovery served by requests served by CCNG shall CCNGshall be be January January 29, 29, 2016. 2016.

Please let Please let me know know ifif you you would like to would like discuss this to discuss matter further. this matter further.

GRAVES, & MOODY, P.C.

By: C G. Dougla F ilday

GDK/jyl GDK/jy1 cc: cc: client (via email} client (via email) Robin A. Robin A. Melvin Melvin[firm] Mimi

2401561.1 2401561.1 401 401 Congress CongressAvenue Avenue Suite Suite2200 2200 Austin, Austin, Texas 78701 512.480.5600 Texas 78701 512.480.5600 www.gdhm,com wvrv,gdhm.com GD G111. G. Douglas G. Douglas Kifday Kilday HM HM 512.480.5680 512.480.5680 512.480.5880 512.480.5880 (fax) (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY MEARON HEARON &MOODY & MdODY dkiiday@gdhm.com dkilday@gdhm.com A PROFESSIONAL PROfE5510NAL CORPORATION CORPORATIQN MAILING MAILING ADDRESS: ADDRESS: P.O. Box 98 P.O. 98 Austin, TX Austin, 7876-99987 TX 7876-99987

January 12, 2016 January 12, 2016

David David Klein Klein Via Electronic Via Electronic Mail Mail (dklein r(r~,l~l~w arm.com) (dklein@lglawfirm.com) LLOYD GOSSELINK LLOYD GOSSELINKROCHELLE ROCHELLE& & TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Congress Avenue, Avenue, Suite Suite 1900 1900 Austin, Texas Austin, Texas 78701 78701

James James Rader Rader Via Electronic Via Electronic Mail Mail (ic~n~es. radernlcra~) (iames.raderOlcra.org) LOWER COLORADO LOWER COLORADO RIVER RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Lake Austin Austin Boulevard Boulevard Austin, Texas Austin, 78703 Texas 78703

RE: Cause No. D-1-GN-14-000163; Cause No. D-1-GN-14-000163; CCNG Developynent CCNG Development Co., Co., L.P. L.P. v.v. West West Travis County Travis County Public Utility Agency, Public Utility Agency, et et al.; In al.; In the the 345 th Judicial District Court, Travis 345th Judicial District Court, Travis County, Texas County, Texas

As we discussed discussed thisthis morning, morning, this this letter letter confirms confirms my myagreement agreement to to grant seventeenth grant aa seventeenth extension of extension of the the deadline deadline for for all all responses responses to discovery requests to discovery requests that that were were served served by by CCNG CCNG Development Co., Development Co., L.P. L.P. ("CCNG") {"CCNG") on or about on or about April April 16, 16, 2014. 2014. With With the the sixteenth sixteenth extension, extension, the the deadline was deadline was January January 29, (See my letter 2016. (See 29, 2016. letter to to you you dated dated November November 16, 16, 2015) 2015) WithWith thisthis seventeenth extension, seventeenth extension, the the due due date date for for all all Defendants Defendants to to respond respond to to all discovery requests all discovery requests served served by CCNG by shall be CCNG shall be March March 29, 29, 2016. 2016.

Please let Please know if let me know if you you would like to would like to discuss discuss this matter further. this matter further.

GR VES, 15OU. ERT AIZJN& & Moonv, MOODY,P.C. P.C.

I:By: . Douglas Douglas Kilday

GDK/jyl GDK/jyl cc: cc: client (via client (via email) email) Robin A. Melvin Robin [firm] Melvin [firm]

2454520.1 2454520.1 401 401 Congress CongressAvenue Avenue Suite Suite 2200 Austin, Texas 2200 Austin, Texas 78701 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com GD G. Douglas G. Douglas Kilday Kilday HMI HM 512.480.5680 512.480.5680 512.480.5880 (fax) 512.480.5880 (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON HEARON& MOODY &MOODY dkilday@gdhm.com dkilday©gdhm.com

A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING MAILING ADDRESS: ADDRESS: P.O. Box P.O. Box 98 98 Austin, TX Austin, 7876-99987 TX 7876-99987

March 25, 201 March 25, 2016b

David Klein David Klein Via Electronic Mail Via Electronic (dklein@lglawfirm.corn) Mail (dklein(r.~,~luw~rm. com) LLOYD GOSSELIjvK 3~Li7YD GOSSELINK ROCHELLE ROCHELLE& & TOWIvSE,3SD, TOWNSEND, P.C. P .C. 816 Congress 816 Congress Avenue, Avenue, Suite Suite 1900 1900 Austin, Texas 78701 Austin, Texas 78701

James Rader James Rader Via Electronic Mail Via Electronic Mail ~'a~nes.rader (iames.rader@lcraorg) c<

RE: RE: Cause No. D-1-GN-14-000163; Cause D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P. L.P. v.v. West I~T~est Travis County Travis County Public Utility Public Agency, et Utility Agency, et al.; In the al.; In the 345 th Judicial 345th Judicial District District Court, Court, Travis Travis County, Texas County, Texas

As we discussed discussed this this morning, morning, thisthis letter letter confirms confirms my agreement to myagreement grant an to grant eighteenth an eighteenth extension of extension of the the deadline deadline for for all all responses responses to to discovery requests that discovery requests were served that were served by CCNG by CCNG Development Co., Development Co., L.P. L.P.("CCNG") ("CCNG") on on or or about about April April 16, 2014. With 16, 2014. With the seventeenth the seventeenth extension, extension, the deadline the deadline was March 29, was March (See my letter 2016. (See 29, 2016. letter to to you you dated dated January January 12, 2015) With 12, 2015) With this this eighteenth extension, eighteenth extension, the the due due date date for for all all Defendants Defendants to to respond respond to to all discovery requests all discovery served requests served by CCNG by CCNG shall shall be be April April 12, 2016. 12, 2016.

Please let Please let me know know if if you you would would like like to to discuss matter further. this matter discuss this further.

G ES,~~OU~~~RT~I;'~~A~T~ P.C. ODY, P.C. &AiIC~ODY,

By: Douglas Kilday Douglas Kilday

GDK/j yl GDK1jy1 cc: cc: client (via email) client (via email) Robin A, Robin A. Melvin Melvin [firm] [firm]

401Congress CongressAvenue Suite 2200 Avenue Suite 2200 Austin, Texas 78701 Austin, Texas 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com 2503974.1 2503974.1 401 GD GD G. Douglas G. Douglas Kiiday Kilday HM HM 512.480.5680 512.480.5680 512.480.5880 512.480.5880 (fax) (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON HEARON &MOODY & MOODY dkilday@gdhm.com dkilday@gdhm.com

A PROFESSIONAL PROfE5SI0NAL CORPORATION CORPORATION MAILING MAILING ADDRESS: ADDRESS: P.O. Box 98 P.O. Box 98 Austin, TX Austin, 7876-99987 TX 7876-99987

April 12, April 12, 2016 2016

David Klein David Klein Via ElectNonic Via Electronic Mail (c~klein~lglutivfrm.cvm) Mail (dklein@lglaw_firm.corn) LLOYD GOSSELINK ROCHELLE LLOYD ROCHELLE& & TOWNSEND, TOWNSEND,P.C. P.C. 816 Congress 816 Congress Avenue, Suite 1900 Avenue, Suite 1900 Austin, Texas Austin, Texas 78701 78701

James Rader James Rader Via Via Elect~^onic Mail (janzes.radey~nlcr~c.oy Electronic Mail (lames.rader@lcm.org) ~) LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Lake Austin Boulevard Austin Boulevard Austin, Texas 78703 Austin, Texas 78703

RE: RE: Cause No. Cause D-1-GN-14-000163; No. D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P. L.P. v.v. West West Travis County Travis County Public Utility Public Agency, et Utility Agency, et al.; In the al.; In the 345 345th th Judicial Judicial District District Court, Court, Travis Travis County, Texas County, Texas

As we As we discussed discussed yesterday, yesterday, this this letter letter confirms confirms my agreement to my agreement grant an to grant nineteenth an nineteenth extension of extension of the the deadline deadline forfor all all responses responses to to discovery requests that discovery requests that. were served by were served CCNG by CCNG Development Co., Development Co., L.P. L.P.("CCNG") ("CCNG") on on or or about about April April 16, 16, 2014. With the 2014. With eighteenth the eighteenth extension, extension, the deadline the deadline was April was April 12,12, 2016. 2016. (See(See my letter letter to to you you dated dated March March 25, 25, 2016) 2016) WithWith this this nineteenth extension, nineteenth extension, the the due due date date for for allall Defendants Defendants to to respond respond to to all discovery requests all discovery served requests served by CCNG by CCNG shall shall be be April April 21, 21, 2016. 2016.

Please let Please let me know know ifif you you would would like to discuss like to discuss this matter further. this matter further.

G G VE vE , D HERTY x~r N& & MooDY, MOODY,P.C. P.C.

~r By. By: G. Douglas G. Douglas Kilday Kilday

GDKljyl GDKJjyI cc: cc: client (via client (via email) email) Robin A. Robin A. Melvin Melvin [firm] [firm]

2512491.1 2512491.1 4Q1 Avenue Suite CongressAvenue 401Congress Suite2200 Texas 78701 Austin, Texas 2200 Austin, 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com GD GD G. Douglas Kiiday G. Douglas Kilday M MM 512.480.5680 512.480.5680 512.480.5880 (fax) 512.480.5880 (fax) GRAVES DOUGHERTY GRAVES DOUGHERTY HEARON& HEARON &MOODY MOODY dkilday@gdhm.com dkilday@gdhm.com

A PROFESSIONAL PROFESSiONAi. CORPORATION CORPORATION MAILING A6DRESS: MAILING ADDRESS: P.O. Box 98 P.O. Box 98 Austin, TX Austin, 7876-99987 TX 7876-99987

Apri120,20, 2016 April 2016

David Klein David Klein Via Vza Electronic Mail ~c~klein~lglaw Electronic Mail arm.com} ) (dklein@Wawfirm.com LLOYD GOSSELINKROCHELLE LLOYD ROCHELLE& & TOWNSEND, TOWNSEND,P.C. P.C. Congress Avenue, 816 Congress 816 Avenue, Suite 1900 Suite 1900 Austin, Austin, Texas 78701 Texas 78701

James Rader James Rader Via Via Electronic Mail(ian~es.rader ElectronicMail a l~a.o~•~) ) ames.raderalcra.org LOWERCOLORADO LOWER COLORADQ RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, Texas Austin, 78703 Texas 78703

RE: RE: Cause No. Cause D-1-GN-14-000163; No. D-1-GN-14-000163; CCNG Development CCNG Development Co. Co., > L.P. L.P. v.v. West West Travis County TYavis County Public LltilityAgency, Public Utility al.; In et al.; Agency, et In the the 345`'x Judicial 345th Judicial District Court, Travis District Court, Travis County, Texas County, Texas

As As we we discussed discussed yesterday, yesterday, this this letter letter confirms confirms my agreement to my agreement to grant twentieth grant aa twentieth extension extension of the deadline for all responses of the deadline for all responses to to discovery discovery requests requests that that were were served served by by CCNG CCNG Development Co., Development Co., L.P. L.P.("CCNG") ("CCNG") on on or or about about AprilApril 16, With the 2014. With 16, 2014. the nineteenth extension, nineteenth extension, the the deadline was April deadline was 21, 2Q16. April 21, (See my letter 2016. (See letter toto you you dated dated April 12, 2016} April 12, With this 2016) With twentieth this twentieth extension, extension, the due date the due date forfor all all Defendants Defendants to to respond respond to to all all discovery discovery requests requests served served by by CCNG CCNG shall be shall May 26, be May 26, 2016. 2016.

Please Iet Please let me know know ifif you you would ~rould like discuss this to discuss like to matter further. this matter further.

GRAVES RTY, Moony, P.C. TY, HE 0 & MOODY, P.C.

I:By: DouglasKilday . Douglas ilday

GDK/j yl yl cc: cc: client (via email) client (via email) Robin A. Robin Melvin [firm] A. Melvin [firm]

2516804.1 2516804.1 CongressAvenue 401 Congress 401 Suite 2200 Avenue Suite 2200 Austin, Texas 78701 Austin, Texas 512.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com GD GD Douglas Kilday G. Douglas G. Kilday MM M 512.480.5680 512.480.5680 512.480.5880 (fax} 512.480.5880 (fax) DOUGHERTY GRAVES DOUGHERTY GRAVES HEARON& HEARON &MOODY MOODY dkilday@gdhm.com dkilday@gdhm.com

A PROFESSIONAL PROFESSIONAL CORPORATION CORPORATION MAILING ADDRESS: MAILING ADDRESS: P.O. Box P.O. Box 98 98 Austin, TX Austin, 7876-99987 TX 7876-99987

June 9, June 9, 2Q16 2016

David Klein David Klein Via Via Electronic Mail (dklein~lglawf Electronic Mail rm. com) (dklein@lglawfirm.com) LLOYD GOSSELINK LLOYD GOSSELINKROCHELLE ROCHELLESz& TOWNSEND, P.C. TOWNSEND,P.C. 816 Congress 816 Congress Avenue, 1900 Suite 1900 Avenue, Suite Austin, Austin, Texas 78701 Texas 78701

James Rader James Rader Via Via Electronic Mail (janzes. Electronic Mail ~adeYnlcra, oy~,~)) (fames.rader@lcra.org LOWER COLORADO LOWER COLORADO RIVER AUTHORITY AUTHORITY 3700 Lake 3700 Austin Boulevard Lake Austin Boulevard Austin, 78703 Texas 78703 Austin, Texas

RE: RE: Cause No. Cause D-1-GN-14-000163; No. D-1-GN-14-000163; CCNG Development CCNG Development Co., Co., L.P, L.P. v.v. West West Travis County Travzs County Utility Agency, Public Utility Public et al.; Agency, et In the al.; In the 345 Judicial District th Judicial District 345th Court, Court, Travis Travis County, County, Texas Texas

As we we discussed discussed today, today, this this letter letter confirms confirms my agreement to myagreement grant aatwenty-second to grant twenty-second extension of extension of the the deadline deadline forfor all all responses responses to to discovery requests that discovery requests that were served by were served by CCNG CCNG DevelopmentCo., Development Co., L.P. L.P.("CCNG") ("CCNG") on on or or about April 16, 2014. With the about April 16, 2014. With the twentieth-first twentieth -first extension, the extension, the deadline deadline waswas June June 9, (See my Letter 2016. {See 9, 2016. letter toto you dated May 26, you dated 26, 2016} With this 2016) With this twenty-second extension, twenty-second extension, the the due due date date forfor all all Defendants Defendants to respond to to respond to all all discovery requests discovery requests served by served by CCNG CCNGshall be June shall be 17, 2016. June 17, 2016.

Please let Please let me know know if if you you would would like like to to discuss matter further. this matter discuss this further. ~..~.~~, Sincerely,

OODY, P.C.

GDK/j yl GDKJjyI cc: cc: (via email) client (via client email) Robin A. Melvin Robin [firm] Melvin [firm]

2558528.1 2558528.1 CongressAvenue 401 Congress 401 Avenue Suite Suite 2200 2200 Austin, Texas 78701 Austin, Texas Si2.480.5600 78701 512.480.5600 www.gdhm.com www.gdhm.com EXHIBIT 2-B NOTICE OF COURT SETTING IN THE IN THE DISTRICT COURTS ()F DISTFtIC'I' CQURT`S OF TRAVIS COUNTY, TEXAS COtJN"["Y, TEXAS

FOR CAUSE }~OI: C'AlJS11~IC). I -GN-14-000163 D-l-U~~-1.4~-Of~0163 NO. D-

CCNG CCNG DEVELC}P~~E~T DEVELOPMENT CO I.,P C{) LP ~r VS.cy WEST "I"IZAVIS W~;S'1" LrTILITY AGEI'~C:"Y C(?UNTY PUBLIC UTILITY TRAVIS COUNTY AGENCY

THE MOTION CPC)N `CI-IE UPON MOTION OF THE THE COUIZ'T COURT Ti -[E 11~~30VE THE ABOVE C~,S~; HAS .BE:C:T~t CASE TIAS BEEN Z)IS11~II55~U DISMISSED FOR WANT'OF FORWANT P~2USl~CIJTIUN C7i~ PROSECUTION i~N ON July July 14, 14, 2016. 2016.

V~LVF1 L. VELVA l.a.:PIZ:CC PRICE DISTRICT CLERK I7IS`I"RI:C;"1' CLERK TRAVIS COUNTY, TEXAS

DATED: DATED: 7! 14/21)16 7/14/2016

300 3t~C1

C)I'~IC;E; C3F OFFICE OF ~COURT AUMINISTItAT'Ogt t~URT ADMINISTRATOR U.S.POSTAGE>>P1INEr BON TRAVIS COUNTY "I'RtIVIS COUNTY COURTHOUSE CUIJRTHf~USE .. 4:01 dlIOd MUM= 1111fa P.O BdX P.C} BOX 178 1748 AUSTIN, TX 7~7fi7 ~'~LSTIN, 78767 ZIP78701 02 4Y4 $ 000A: 0000334691,1UL 22 20

MELVIN ROBIN t~A ~rE;.t.,VIN AOi CONGRESS 401 CC3NCRI:sSS AVE., St7ITE 22~`U AVE., SUITE 22410 AUSTIN TX 78701 7~7OJ

3nr1.69CC0000 Mt>. 40 000 $ 101.9L di7

ki, 1141.1d0.30V.LSOd.gf) .~. ., c138 01:137'F:10 CO c'e y ~6~11~1~~~~►~~~~3~1~l~~~~li~~E~„~E~~~~~~dyr~~~~=l~~~lf~~~~~fl~l 11111110111111111111.1101111 .h .1 'Ili!, 1., 0111.11 i I i 11 w III EXHIBIT 4 CAUSE NO. D-1-GN-14-000163

CCNG DEVELOPMENT CO., L.P., § IN THE DISTRICT COURT § Plaintiff, § § v. § § WEST TRAVIS COUNTY PUBLIC § UTILITY AGENCY, LOWER § COLORADO RIVER AUTHORITY, and § 345th JUDICIAL DISTRICT LARRY FOX, MICHAEL MURPHY, § RAY WHISENANT, BILL GOODWIN, § and SCOTT ROBERTS, each in his § official capacity as a director of the § WEST TRAVIS COUNTY PUBLIC § UTILITY AGENCY, § § Defendants. § TRAVIS COUNTY, TEXAS

DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY’S RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE ON THE BASIS OF LACK OF SUBJECT MATTER JURISDICTION

Defendant West Travis County Public Utility Agency (“WTCPUA”), on behalf of itself

and its Directors, Larry Fox, Michael Murphy, Ray Whisenant, Bill Goodwin, and Scott Roberts,

who are sued in their official capacities, responds to the Motion for New Trial and Motion to

Reinstate Case (the “Motion”) of Plaintiff CCNG Development Co., L.P. (“CCNG”) on the basis

that the Court lacks subject matter jurisdiction over the case:

I. EXECUTIVE SUMMARY

A live case-in-controversy is a requirement for the Court to exercise subject matter

jurisdiction over a matter. Since the dismissal of this case, WTCPUA has paid all amounts that

CCNG claims are due and owed to it in its First Amended Petition. Accordingly, there is no live

case-in-controversy between the parties, and the Court lacks subject matter jurisdiction. II. BACKGROUND FACTS1

WTCPUA is a governmental entity that operates the water and wastewater system

formerly operated by the Lower Colorado River Authority (“LCRA”) located in western Travis

and northern Hays County (the “LCRA System”). (Pl.’s 1st Am. Pet. at ¶¶10, 33-34.) As part of

the transfer of the LCRA System to WTCPUA in 2012, LCRA assigned certain contracts to

WTCPUA. (Id. at ¶34.) Among those contracts assigned to WTCPUA was the 1999 Utility

Facilities Acquisition Agreement (the “Utility Agreement”) between CCNG and LCRA. (Id. at

¶¶19, 34.)

Under the Utility Agreement, CCNG agreed to construct certain water and wastewater

facilities, for which it would receive reimbursement from LCRA upon meeting certain metrics.

(Id. at ¶22.) CCNG alleges that LCRA assigned the liability for such reimbursements to

WTCPUA in 2012 along with other transfers. (Id. at ¶¶33-34.) CCNG further alleges that it has

met the metrics on two tracts, Los Robles Addition and Spanish Oaks Section I, entitling it to

reimbursement under the Utility Agreement in the amount of $552,983 and $582,625,

respectively. (Id. at ¶¶26-32.) In addition, CCNG claims that it is entitled to water and

wastewater service on its office expansion project. (Id. at ¶46.)

1 In opposition to CCNG’s Motion for New Trial and Motion to Reinstate Case, WTCPUA attaches the following Exhibits, which are incorporated by reference as though fully set forth herein: Exhibit A: Affidavit of James F. Parker, III. Exhibit 1: A true and correct copy of the August 4, 2016, letter from James F. Parker, III to G. Douglas Kilday, with enclosures. Exhibit B: Affidavit of Curtis Wilson Exhibit 1: A true and correct copy of the Utility Facilities Acquisition Agreement between CCNG Development Co., L.P. and the Lower Colorado River Authority. Exhibit 2: A true and correct copy of the Minutes of the April 17, 2014, meeting of the Board of Directors of the West Travis County Public Utility Agency.

DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY’S RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE—PAGE 2 Shortly after this lawsuit was filed, WTCPUA granted CCNG’s service request for its

office expansion project. (Ex. B2.) Accordingly, CCNG has had service on its office expansion

project since 2014. (Ex. B.)

In addition, WTCPUA has paid the amounts that CCNG claims are due and owed for

reimbursement on the Los Robles Addition and Spanish Oaks Section I. On August 4, 2016,

WTCPUA transmitted to CCNG two checks for $552,983 and $582,625. (Ex. A1.) CCNG does

not seek any additional amount due and owed under the provisions of the Utility Agreement.

III. ARGUMENT AND AUTHORITIES

The Court should not reinstate a case over which it has no subject matter jurisdiction in

the first place. And inasmuch as CCNG’s claims have been mooted by performance or payment,

there is no controversy between the parties and the Court lacks jurisdiction.2

A. A live case-in-controversy is a predicate to the Court’s exercise of subject matter jurisdiction.

Standing is a constitutional prerequisite to maintaining suit in federal or state court.

South Tex. Water Auth. v. Lomas, 223 S.W.3d 304, 307 (Tex.2007); Williams v. Lara, 52 S.W.3d

171, 178 (Tex.2000). “The general test for standing in Texas requires that there (a) shall be a

real controversy between the parties, which (b) will be actually determined by the judicial

declaration sought.” Texas Ass’n of Bus. v. Texas Air Control Bd., 852 S.W.2d 440, 446

(Tex.1993) (quoting Board of Water Eng’rs v. City of San Antonio, 283 S.W.2d 722, 724 (Tex.

1955)). As a component of subject matter jurisdiction, standing is never presumed and cannot be

waived. Id. at 443-45.

2 WTCPUA does not style this Response a “plea to the jurisdiction” because the case has been dismissed for want of prosecution. Accordingly, there is no active case over which the Court has asserted jurisdiction. However, from the standpoint that a reinstatement of the case would constitute an exercise of jurisdiction by the Court, WTCPUA urges the Court to deny the Motion, and WTCPUA’s Response is therefore the functional equivalent of a plea to the jurisdiction.

DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY’S RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE—PAGE 3 Standing requires that a controversy must between the parties at every stage of the legal

proceedings. See Rawlings v. Gonzalez, 407 S.W.3d 420, 425 (Tex. App.—Dallas 2013, no

pet.). “If a controversy ceases to exist—the issues are no longer ‘live’ or the parties lack a

legally cognizable interest in the outcome—the case becomes moot.” Id. (quoting Williams v.

Lara, 52 S.W.3d 171, 184 (Tex.2001)). “If a case becomes moot, the parties lose standing to

maintain their claims.” Id.

B. There is no live case-in-controversy between WTCPUA and CCNG set forth in Plaintiff’s First Amended Petition.

CCNG raises three claims in its First Amended Petition: (a) denial of water and

wastewater service on its office extension project, (2) failure to pay a reimbursement of $552,983

in connection with utilities installed on the Los Robles Addition and (3) failure to pay a

reimbursement of $582,625 in connection with utilities installed on the Spanish Oaks Section I

tract. (Pl.’s 1st Am. Pet.) The undisputed evidence shows, however, that all of these claims

have been satisfied. WTCPUA provided the service CCNG requested to the office extension

project in April 2014. (Ex. B.) WTCPUA paid reimbursements of $552,983 and $582,625 on

August 4, 2016. (Ex. A.) In other words, CCNG has received 100 cents on the dollar for what it

claims in the First Amended Petition.

CCNG argues that there is a controversy between the parties arising from its alleged

entitlement to attorneys’ fees and interest.3 But inasmuch as CCNG is not entitled to any

contract damages, it cannot be a “prevailing party” entitled to attorneys’ fees under Chapter 38 of

the Civil Practice & Remedies Code. See Intercontinental Gp. P’ship v. KB Home Lone Star

L.P., 295 S.W.3d 650, 655 (Tex. 2009) (“A zero on damages necessarily zeroes out ‘prevailing

3 “Parties are free to contract for a fee-recovery standard either looser or stricter than” that set forth in Chapter 38 of the Civil Practice & Remedies Code. Intercontinental Gp. P’ship v. KB Home Lone Star L.P., 295 S.W.3d 650 (Tex. 2009). The Agreement, however, contains no contractual right to either attorneys’ fees or interest. (Ex. A2.) CCNG alleges its right to attorneys’ fees arises solely out of Chapter 38. (Pl.’s 1st Am. Pet. at ¶65.)

DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY’S RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE—PAGE 4 party’ status.”). Likewise, an award of prejudgment interest necessarily implies a judgment on

which the plaintiff recovered damages, as any interest rate on $0 will always yield $0 in interest,

no matter how often it is compounded.

Because CCNG has received the service for which it seeks specific performance and has

received the amounts it claims are due and owed, there is no controversy between the parties.

Instead, CCNG’s claims are moot. It lacks standing, and the Court lacks subject matter

jurisdiction.

C. CCNG cannot reopen this case to serve as a shell for future allegations.

Since it has no live claims in its First Amended Petition, CCNG promises to file a Second

Amended Petition if this case is reinstated, alleging “additional claims for Reimbursable Costs

owed, and service requests not yet approved.” (Pl.’s Mot. for New Trial at ¶7.) But why? If it

has new claims, those claims can be brought in a new lawsuit.

In essence, CCNG asks the Court to reinstate a case that has no active dispute, just to

preserve a cause number. That “14” cause number will then allow CCNG to “quickly pursue this

cause through trial,” which it would like to set less than three months from now. (Id. at ¶¶6-7.)

WTCPUA would obviously be unable to prepare its defense to such claims—the details of which

remain a mystery—in such little time.

And that is CCNG’s purpose.

The Court should reject CCNG’s gamesmanship. There is no case in controversy in this

case as it is presently pleaded, and as a result the Court lacks subject matter jurisdiction. The

Court cannot grant a new trial and reinstate a case over which it lacks subject matter jurisdiction.

Accordingly, the Court should deny CCNG’s Motion.

WHEREFORE, PREMISES CONSIDERED, Defendant West Travis County Public

Utility Agency, on behalf of itself and its Directors sued in their official capacities, respectfully

DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY’S RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE—PAGE 5 pray the Court to deny the Motion for New Trial and Motion to Reinstate the Case of Plaintiff

CCNG Development Co., L.P. for lack of subject matter jurisdiction.

Respectfully submitted,

LLOYD GOSSELINK ROCHELLE & TOWNSEND, P.C. 816 Congress Avenue, Suite 1900 Austin, Texas 78701 Telephone: (512) 322-5800 Facsimile: (512) 472-0532

By: /s/ Jose E. de la Fuente JOSE E. de la FUENTE State Bar No. 00793605 jdelafuente@lglawfirm.com DAVID J. KLEIN State Bar No. 24041257 dklein@lglawfirm.com JAMES F. PARKER, III State Bar No. 24027591 jparker@lglawfirm.com

ATTORNEYS FOR DEFENDANT

DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY’S RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE—PAGE 6 CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing document has been forwarded to the following attorneys via the Court’s electronic filing case management system and electronic mail on this 4th day of August, 2016:

G. Douglas Kilday dkilday@gdhm.com Robin A. Melvin rmelvin@gdhm.com David P. Lein dlein@gdhm.com Graves, Dougherty, Hearon, & Moody, P.C. 401 Congress Avenue, Suite 2200 Austin, Texas 78701

James N. Rader james.rader@lcra.org Lower Colorado River Authority Austin, Texas 78767

/s/ James F. Parker, III JAMES F. PARKER, III

DEFENDANT WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY’S RESPONSE IN OPPOSITION TO PLAINTIFF’S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE—PAGE 7 EXHIBIT A CAUSE NO. D-1-GN-14-000163 D-l-GN-14-000163

CCNG DEVELOPMENT CO., L.P., § IN THE DISTRICT COURT § Plaintiff, Plaintiff", § § v. V. § § WEST TRAVIS COUNTY PUBLIC WEST PUBLIC § UTILITY AGENCY, LOWER LOWER § COLORADO RIVER AUTHORITY, and § 345th JUDICIAL JUDICIAL DISTRICT DISTRICT LARRY FOX, MICHAEL MURPHY, § RAY WHISENANT, WHISENANT, BILL BILL GOODWIN, § and SCOTT ROBERTS, each in his § official capacity capacity as as aa director of the § WEST TRAVIS COUNTY PUBLIC WEST PUBLIC § UTILITY AGENCY, § § Defendants. § TRAVIS COUNTY, TEXAS

AFFIDAVIT OF AFFIDAVIT OF JAMES JAMES F. F. PARKER. PARKER, HI III

BEFORE ME, BEFORE ME, the the undersigned authority, came undersigned authority, came on on this this day day James James F. F. Parker, Parker, III, who, who,

being personally known to me, was placed under oath and testified as follows; being follows:

1. 1. "My namename is James James F. Parker, III. I1am Parker, 111. am over over the the age age of ofeighteen eighteen (18) (18) years years and and am competent competent inin all all respects respects to to make make the the following following Affidavit. Affidavit. I1 am am counsel counsel of of record record for West West Travis County County Public Utility Utility Agency Agency (`WTCPUA') ('WTCPUA') ininthe theabove-styled above-styledand and—numbered -numbered action, and the following following facts facts are true and correct correct and within within my personal personal knowledge knowledge as WTCPUA's attorney.

2. 2. "On August August 4, 2016, 2016, I1 drafted, drafted, signed, signed, and and transmitted by courier to G. G. Douglas Douglas Kilday, counsel of Kilday, of record for Defendant CCNG Development Co., L.P. the attached letter:

Exhibit 1: A true and correct copy of of a letter from James F. Parker, III 111 to G. Douglas Kilday dated August 4, 2016, with enclosures (redacted to remove banking information).

Exhibit Exhibit 1 is aa true, true, complete, complete, accurate, accurate, and correct copy copy of the original, with with the exception exception of redactions made to remove banking account information.

THE REMAINDER OF THIS THIS PAGE IS LEFT INTENTIONALLY BLANK

AFFIDAVITof Affidavit OFJames JAMESF.F.Parker, PARKER, III-PAGE 11 OF III—Page of 2 FURTHER AFFIANT SAITH SAITH NAUG NAUG

mes F. F. Parker, III

Sworn to Sworn to and and subscribed subscribed before before me me ^e\undersigned authority undersigned authorityonontl^s the 4th day t s the day of of August, 2016.

Notary Public, State of of Texas • II««•»•»; CATHERINE ANN DANIELS /0M $'`~Y~ t NOTARY PUBLIC :»• ..I •01; ID# 8515283 ID* 6515283 State State of Texas of Texas 'W Comm. Exp. 12-1B-2017

Affidavit AFFIDAVIT OF James F. of JAMES F. PARKER, III—PAGE 2 OF Parker, III—Page of 2 EXHIBIT 1 Lloyd 816 Congress 816 Congress Avenue, Austin:Texas Avenue,Suite 78701 Austin,Texas 78701 1900 Suite 1900

Gosselink ATTORNEYS AT ^JATTORNEYS AT LAW LAW Telephone: (512) 322-5800 Facsimile: Facsimile: (5 I 2) 472-0532 (512)472-0532 www.iglawfirm.com www1glawfirm.com

Mr. Parker's. Mr. Parker's Direct Direct Tine: Line: (512) 322-5878 Email: Jparker@lglawfirrn.coin jparkerailglawfirm.com

August 4, 2016

VIA VIA Hand Delivery Mr. Mr. Doug Kilday GRAVES DOUGI IERTY HEARON & DOUGHERTY & MOODY 401 401 Congress Avenue, Suite 2200 Austin, Texas 78701 78701

Re: Cause No. Cause No. D-1-GN-14-000163; D-l-GN-14-000163; CCNG CCNG Development Development Co., Co., L.P. v. West L.P. v. West Travis Travis County Public Utility Utility Agency, in inthe 345"^ District the 345111 District Court Court of ofTravis County, Texas. Travis County, Texas. Dear Doug:

Please find enclosed checks from my client, client. West Travis Travis County County Public Public Utility Utility Agency Agency ("WTCPUA") in the amounts of of $582,625.00 andand $552,983.00. These are 5552,983.00. These are the the amounts amounts identified identified by CCNG CCNG Development Development Co., Co., L.P. ("CCNG") as being due and and owing owing to to itit for for reimbursement reimbursement in in Paragraphs Paragraphs 32 and 28 of Plaintiff Plaintiff'ss First First Amended Petition, Petition, respectively.

By accepting accepting these these checks, checks, you represent represent that that CCNG CCNG is entitled entitled to these sums as alleged in Plaintiff's Plaintiffs First First Amended Amended Petition, Petition, and has notnot assigned assigned its its rights rights to to such such reimbursement reimbursement toto any other any other party. party. Alternatively, Alternatively, ififCCNG CCNG hashas assigned assigned its its rights rights totoreimbursement reimbursement to to another another party, by party, by accepting accepting these these checks checks youyou agree agree that that CCNG CCNG will will indemnify indemnify and and hold hold harmless harmless WTCPUA for any claimsclaims and causes of of action brought against it by such assignee for payment of the reimbursements paid herewith.

If you have any questions, please feel free to contact me at your convenience. If

Sine kSince

es F. F. Parker, III JFP:cd Enclosure

7142904.1

Lloyd Gosselink Rochelle & Townsend, P.C. & Townsend, P.O. West Travis County Public Utility Agent Facility Fund 08/03/2016 1155 1155 Date Date Reference Reference Payment CCNG Development Development Co, LP 8/3/2016 582,625.00 582,625.00

CCNG CCNG Development Development Co, Co, LP

$582,625.00 1582,625.00

THE FACE OF THIS CHECK IS IS PRINTED PRINTED GREEN GREEN -- THE THE BACK BACK CONTAINS CONTAINS A A SIMULATED SIMULATED WATERMARK WATERMARK

Utiiity Agent West Travis County Public Utility BB&T / : BB&T Facility Fund Austin, TX 78746 78746 c/o c/oMunicipal Accounts at MunicipalAccounts & Consulting, L.P. Consulting,L.P. 1155 1155 6500 River Place Blvd, Building 4 Suite 104 08/03/2016 08/03/2016 Austin, TX 78730 78730 512-782-2400 512-782-2400

Pay to the O^rfer of: Order CCNG CCNG Development Development Co, LP Co, LP $582,625.00 1582,625.00

In the ^ount of- Five Hundred Hundred Eighty-Two Eighty-Two Thousand Thousand Six Hundred Twenty-Five Dollars and No Cents Amount of Six Hundred Twenty-Five Dollars ahd No Cents

-nf) Memo: Memo:'

Void after Void after six months six months a NP WP West Travis County Public Public Utility UtUity Agent 08/03/2016 1154 1154 Facility Fund Date Reference Payment CCNG Development Co, LP CCNG 8/3/2016 552,983.00

CCNG CCNG Development Development Co, LP

$552,983.00

THE FACE OF THIS CHECK IS IS PRINTED GREEN - THE BACK BACK CONTAINS A A SIMULATED WATERMARK

County Public West Travis County Public Utility Utility Agent : BB&T Facility Fund Austin, TX 78746 78746 c/oMunicipal c/o MunicipalAccounts Accounts & Consulting, L.P. Consulting,L.P. 1154 6500 River Place Place Blvd, Blvd, Building 4 Suite 104 Austin, TX TX 78730 78730 08/03/2016 512-782-2400

Pay to the CCNG $552,983.00 O^derof^ Order of: CCNG Development Development Co, Co, LP LP In the In the p. Fiftv-T\VO Thousand Five Hundred Fifty-Two Thousand Nine Hundred Eighty-Three Nine Hundred Eighty-Three Dollars Dollars and and No Cents No Cents Amount of: Amount or: /, . ° ..

CCNG Development CCNG Development Co, Co, LP

Memo: Void after six six months a WP Lloyd att Gosselink AAAAA ATTORNEYS A T T O R N E Y S AT AT LAW LAW MESSENGER Request Messenger REQUEST

//? n_a2 AA\Z Time Requested: TimeNeeded: Time Needed: /1-314-mi

Date: Date: August August 4, 4, 2016

4 Delivery J Pick-up Deliver and Pick-up

Name: Doug Kilday GRAVES GRAVES DOUGHERTY HEARON & DOUGHERTY HEARON MOODY & MOODY

Address: 401 Congress Avenue, Suite 2200 Austin, TX 78701 Austin, TX 78701

Special Instructions: Please Special Instructions: Pleasedeliver delivertoto Mr. Mr. Kilday's Kilday's office, office, rqturn return signed signed copy copy of of this this slip slip to tof Cathy Daniels.

.445*1. Requested^y: CAD Requested . CAD User # #

Client Name:

Client Number: Number: 3319-101 3319-10/ CCNG v. WTCPUA

To ToBE BeFILLED Filled OUT Out BY ByOFFICE Office SERVICES Services

Messenger:

Received by:

Date: ime- j*2^.Lj C\

If problems, problems. Contact at Lloyd Gosselink: Gosselink: Cathy Daniels (512) 322-5854 (512)322-5854

1 D

7142515.1 EXHIBIT B CAUSE NO. D-1 D-1-GN-14-000163 -GN-14-000163

CCNG DEVELOPMENT CO., L.P., 5 5 Plaint Plaint!ll; 5 v. IN THE DISTRICT COURT

WEST WXST TRAVIS COUNTY COUNTYPUI3LTC PUBLIC UTILITY UTILITY AGENCY, LOWER COLORADO RIVER AUTHORTIY, AUTHORITY, and FOR THE 345th JUDICIAL DISTRICT LARRY FOX, MICHAEL MURPHY, RAY WHISENANT, BILL GOODWIN, 5 and SCO SCO'llIT ROBERTS, ROBERTS, each in his official capacity as a director of the TRAVIS COUNTY, COUNTY,1EX_AS TEXAS WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY, UTILITY

Defendants Defendants. 5

AFFIDAVIT OF CURTIS D. D. WILSON

BEFORE ME, the undersigned authority, came on this day Curtis Wilson, who, being

personally known to me, was placed under oath and testified as follows:

1. "My name is Curtis D. Wilson. I am over the age of eighteen (18) years and am competent in all respects to make the following Affidavit. I am the Acting General Manager of West Travis County Public Utility Utility Agency Agency (`X/TCPUA'), (WTCPUA'), andand the the following following facts are true and correct and within my personal knowledge as WTCPUA's Acting General Manager.

2. "WTCPUA is a retail and wholesale provider of water and wastewater services to and within the West Travis County Water System created pursuant to Chapter 572 of the Texas Local Government Code. Through a contract with the Lower Colorado River Authority, WTCPUA operates and maintains a water production and distribution system and a sanitary wastewater collection, transportation, and treatment system (collectively, the 'System') in Travis and Hays Counties, Texas.

3. "CCNG Development Co., L.P. L.P. (`CCNG') (CCNG') submitted submitted aa service service request request to WTCPUA requesting wastewater service for fot an expansion of CCNG office space (office expansion'). In its First Amended Amended Petition Petition filed filed on April 8, 2014, CCNG alleges that WTCPUA, acting through its board, denied service to CCNG at its board meeting on or about March 20, 2014, in violation of the Utility Facilities Acquisition Agreement between Lower Colorado River Authority and CCNG Development Co., L.P. (Utility Agreement').

4. board meeting on April 17, 2014, the WTCPUA Board "However, at WTCPUA's next hoard approved CCNG's service request for the office expansion. Since April 17, 2014, WTCPUA has

AFFIDAVITOF AFFIDAVIT OFCURTIS CURTIS 1 OF1 OF 3 WILSON-PAGE WILSON-PAGE 3 provided, and continues to provide, service to CCNG's office expansion in the amount requested by CCNG and in accordance with the Utility Agreement.

5. "I am the custodian of records of WTCPUA. Attached hereto arc are records of WTCPUA, which are kept by WTCPUA in the regular course of business. It was the regular course of business of WTCPUA for an employee or representative of WTCPUA that is under my direct supervision, with knowledge of the act, event, condition, opinion, or diagnosis, recorded to make the record or to transmit information thereof to be included in such record; and the record was made at or near the time or reasonably soon thereafter. The records attached hereto are the original or exact duplicates of the original:

Exhibit 1: A true and correct copy of the Utility Facilities Acquisition Agreement Between Lower Colorado River Authority and CCNG Development Company, L.P.

6. are copies of official public records that I, as the custodian of records "Attached hereto arc of WTCPUA, certify as correct. The records attached hereto are the original or exact duplicates of the original:

Exhibit 2: A true and correct copy of the April 17, 2014 Minutes of Meeting of the Board of Directors of the West Travis County Public Utility Agency."

IN lENTIONALLY BLANK THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY

AFFIDAVIT OF CURTIS WILSON-PAGE 2 OF 3 Sworn to and subscribed before me the undersigned authority on this the 4th day of August, 2016.

o llllllllll %l le:*w l FURTHER 41 JENNIFER RIECHERS , %Notary 51, AFFIANT SAITH Public, State ofNAUGHT. Comm Expires 03-26-2020 Texas 1'6 ÷ N ta Public, °A4 tat of Texas

lllll lllll - Notary ID 124872432

etuLtiki Curtis D. Wilson

2016. Sworn to and subscribed before me the undersigned authority on this the 4th day of August,

°AMA+) "1''''''' JENNIFER RIECHERS ,se.fpA, N a rPublic„ tate of Texas s Notary Public, State of Texas • 1.1 Comm Expires 03-28-2020 ,,,,,,, Notary ID 124872432

AFFIDAVIT OF CURTIS WILSON—PAGE 3 OF 3

AFFIDAVIT OF CURTIS WILsorv—PAGE 3 OF 3 ARMBRUST BROWN & DAVIS, L.L.P. ATTORNEYS AND COUNSELORS

100 CONGRESS AVENUE, SUITE 1300 AUSTIN, TEXAS 78701-4042 (512) 435-2300

TELECOPIER (512) 435-2360

DAVID B. ARMBRUST 512-435-2301 November 30, 1999

VIA HAND DELIVERY

Mr. Madison Jechow Lower Colorado River Authority 3700 Lake Austin Blvd. Austin, TX 78703

Dear Madison: EXHIBIT 1 Enclosed for your records is one of the duplicate original versions of the Utility Facilities Acquisition Agreement between the Lower Colorado River Authority and CCNG Development Company, L.P. I have forwarded the other duplicate original to CCNG.

It has been a pleasure working with you and other members of the LCRA staff. We appreciate your professionalism and cooperation in working through all of the different issues involved in this matter.

Best wishes.

Very truly yours,

David B. Armbrust

DBA/kss Enclosure

cc: Ron Freeman Matt Whelan Daniel Porter (all w/o end.)

70392.1/113099 .1

ARMBRUST BROWN & DAVIS, L.L.P. ATTORNEYS AND COUNSELORS

100 CONGRESS AVENUE, SUITE 1300 AUSTIN, TEXAS 78701-4042 (512) 435-2300

Mr. Madison Jechow Lower Colorado River Authority 3700 Lake Austin Blvd. Austin, TX 78703

Dear Madison:

Enclosed for your records is one of the duplicate original versions of the Utility Facilities Acquisition Agreement between the Lower Colorado River Authority and CCNG Development Company, L.P. I have forwarded the other duplicate original to CCNG.

It has been a pleasure working with you and other members of the LCRA staff. We appreciate your professionalism and cooperation in working through all of the different issues involved in this matter.

70392.1/113099 UTILITY FACILITIES ACQUISITION AGREEMENT

BETWEEN

LOWER COLORADO RIVER AUTHORITY

AND

CCNG DEVELOPMENT COMPANY, L.P.

THIS AGREEMENT is made and entered into as of this I q flig" day of Nave , 1999, by and between the Lower Colorado River Authority ("LCRA"), a conservation and reclamation district created and functioning under Article 16, Section 59 of the Texas Constitution and pursuant to Chapter 74, Acts of the Texas Legislature, Regular Session, 1975, as amended, with its principal place of business in the City of Austin, Travis County, Texas, its successors and assigns, and CCNG Development Company, LP, ("CCNG"), a Texas limited partnership with its principal place of business in the City of Austin, Travis County, Texas, its successors and assigns. RECITALS W H EREAS, CCNG intends to develop approximately 983 acres of land in Travis County, Texas known as the "CCNG Tract." Portions of the CCNG Tract are currently located within the corporate limits and the extraterritorial jurisdiction ("ED") of the Village of Bee Cave and the ETJ of the City of Austin; and WHEREAS, LCRA is a regional provider of treated water service that owns and operates water treatment and distribution facilities and sells treated water on a wholesale and retail basis, and LCRA desires to be the regional provider of retail treated water service to the CCNG Tract and the area in and around the CCNG Tract; and WHEREAS, LCRA desires to be the re 'onal provider of retail wastewater service to customers on the CCNG Tract and the area in and around the CCNG Tract; and WH PREAS, LCRA desires to provide treated effluent for irrigation purposes to the customers on the CCNG Tract and the area in and around the CCNG Tract; and

#13948v9 1 WHFRAS, the opportunity exists for LCRA to locate certain components of a regional water, UTILITY wastewater, and treated FACILITIES effluent ACQUISITION distribution system AGREEMENT at sites on the CCNG Tract that are well-suited from environmental, engineering, and safety perspective; BETWEEN and WH KREAS, LCRA desires to provide raw water to customers on the CCNG Tract and the LOWER COLORADO RIVER AUTHORITY area in and around the CCNG Tract; and AND WH CCNG desires to obtain for the CCNG Tract services and facilities related to the provision of treated water, CCNGwastewater collection and DEVELOPMENT treatment,L.P. COMPANY, raw water, effluent for land application, drainage, and water quality control; WITNESSETH: FOR VALUABLE CONSIDERATION passing from LCRA to CCNG and from CCNG to LCRA, receipt of which is hereby THIS AGREEMENT acknowledged, is made and entered into this I q t1- of theday andasinofconsideration mutual of covenants and

NOVetitgak agreements, CCNG and,LCRA 1999, covenant and agree by and between theasLower follows: Colorado River Authority ("LCRA"), a conservation and reclamation district createdARTICLE I and functioning under Article 16, Section 59 of the Texas Constitution and pursuant to Chapter 74,DEFINITIONS Acts of the Texas Legislature, Regular Session, 1975, as In with amended, addition to any terms its principal expressly place of businessdefined elsewhere in the City in Travis of Austin, this Agreement or its its County, Texas, Exhibits, the successors following words and assigns, andand termsDevelopment CCNG shall have theCompany, followingLP, meanings respectively ("CCNG"), a Texaswhenever they are used: limited partnership with its principal1.01. place "Agreement" of business inshall mean the City of this Agreement. Austin, Travis County, Texas, its successors and assigns. 1.02. "Advisory Committee" meansRECITALS the customer advisory committee to be appointed by the Board ofW H EREAS, Aldermen forCCNG the Village intends of Bee to develop Cave. approximately 983 acres of land in Travis County, Texas known 1.03. as the "CCNG "Boothe Tract"Tract." Portions shall mean of the the tract CCNG owned byTract are currently the Nellie located within Hampe Partnership the I, Ltd., corporate that limitsbetween, is located and the extraterritorial and adjoining jurisdiction both, State("ETY') of the Highway 71Village and theofCCNG Bee Cave andand Tract the ETJ that of is presently the City ofprojected Austin; and for commercial development, and which is more fully identified on "Exhibit 1.03." WHEREAS, 1.04. LCRA "CCNG" shallismean a regional CCNGprovider of treated Development water L.P., Company, service that owns a Texas and limited operates partnership wateritstreatment with principaland distribution place facilities of business in the and Citysells treated Travis of Austin, water on a wholesale County, Texas,and itsretail basis, and successors and assigns. LCRA desires to be the regional provider of retail treated water service to the CCNG Tract and the 1.05.around area in and "CCNG the CCNG Tract"Tract; shall and mean the real property described on "Exhibit 1.05-A" and any WHEREAS, other real LCRAowned property acquired desires or to be the rebyonal controlled CCNGprovider of retail or affiliates wastewater of CCNG that i)service to is located customers within on the the area CCNG Tract described and the1.05-B" on "Exhibit area in and andaround the CCNG Tract; ii) is subsequently and as part of the CCNG designated WHEREAS, Tract pursuant LCRA to a written desires notice to provide from CCNG treated effluent for irrigation purposes to the to LCRA. customers on the 1.06. CCNG Tract "Closing" shall and theany mean areaevent in and of around the and execution CCNG Tract;by delivery and LCRA and CCNG of all

#13948v9 1 #13948v9 2 documents necessary toexists convey, sell, to locatetransfer, or ofassign WHERAS, the opportunity for LCRA certain components a regionalthe water,interests constituting all effluent or any portion of at thesitesInterests on the CCNGto bethatAcquired, including a wastewater, and treated distribution system Tract are well-suited Facilities or the from environmental, Internal engineering, Facilities, and safety to LCRA and the performance of all acts n perspective; and execution and delivery. WHF,REAS, LCRA desires to provide raw water to customers on the CCNG Tract and the area in 1.07. "Closing and around Date"andshall be any date of Closing. the CCNG Tract; 1.08. "Commission" CCNG desires shall to obtain mean the Texas Natural Resource related Conservation W H KREAS, C for the CCNG Tract services and facilities to the any successor agency. provision of treated water, wastewater collection and treatment, raw water, effluent for land 1.09. application, "Contracts" drainage, shall and water quality mean all of the contracts, leases, permits, fra control; the possession of CCNG connected with and arising out of the acquisition, const WITNESSETH: of the Interests to be Acquired. FOR VALUABLE CONSIDERATION passing from LCRA to CCNG and from CCNG to LCRA,1.10. "Effective Date" shall mean the date referenced on the and first page o receipt of which is hereby acknowledged, and in consideration of the mutual covenants 1.11. agreements, "Effluent CCNG Pipelines" and LCRA covenant shall mean those pipelines and relat and agree as follows: improvements that convey effluent between ARTICLE I the Effluent Pond(s), the Regional Wa Plant and the Irrigation Easement. DEFINITIONS 1.12. "Effluent In addition Ponds" to any terms expressly means defined those elsewhere ponds in this that Agreement or itsaccept effluent f Exhibits, the Wastewater Treatment following words and Plant terms shall have and store the following therespectively meanings effluent prior whenever theyto are conveyance used: to the irrigation land described 1.01. "Agreement" shall meaninthisthe Irrigation Easement and to the extent located Agreement. be limited to a maximum 1.02. "Advisory Committee"storage capacity means the customer sufficient advisory committee toto accommodate be appointed by the an avera gallons per day. Board of Aldermen for the Village of Bee Cave. 1.13. "Golf Tract" Course shallEnvelope" mean the tractshall mean those portions of I,the 1.03. "Boothe owned by the Nellie Hampe Partnership Ltd., CCNG Tract developed that is locatedas a golf between, andcourse and adjoining conveyed both, to a71golf State Highway course and the CCNGoperating Tract and thatcompany. is 1.14. presently "Initial projected Closing" for commercial shall development, meanis the and which first more fully Closing, identified at which CCNG, or on "Exhibit 1.03." shall 1.04. dedicate, transfer or assign to LCRA those Interests to be Acquired specif "CCNG" shall mean CCNG Development Company, L.P., a Texas limited partnership with its1.15. principal"Insured Property" place of business has in the City the meaning of Austin, provided Travis County, insuccessors Texas, its sectionand 7.04.

assigns.1.16. "Internal Facilities" shall mean those water and wastewater facil provements and/or 1.05. "CCNG expansions Tract" shall mean theto realthe System property to on described be"Exhibit constructed inside the CCN 1.05-A" and any Tract other realpursuant to Article property acquired owned orVcontrolled of this by Agreement, andofwhich CCNG or affiliates arei)necessary CCNG that is located for prov for wastewater service to customers 1.05-B" and ii)on the CCNG designated or Boothe Tract within the area described on "Exhibit is subsequently as part of the only. CCNG The "Inte include theto following: Tract pursuant a written notice the from Treated Water Distribution System, the Wastewater Coll CCNG to LCRA. all necessary appurtenances 1.06. "Closing" shall mean anythereto. event of execution and delivery by LCRA and CCNG of all

#13948v9 3 #13948v9 2

tJ documents1.17.necessary "Intereststotoconvey, sell, transfer, be Acquired" shall meanorthe assign the interests Regional Facilities,and the property of CCNG Internal Facilities, and constituting all or any all other interests, portionContracts including of the Interests toIrrigation and the be Acquired, including Easement, thatany of thetoRegional phaseagrees CCNG dedicate, Facilities or transfer, grant, sell, the Internal Facilities, assign to LCRA or otherwise and to convey theLCRA performance of allin as provided acts necessary Article to complete II of this such Agreement. execution1.18. and delivery. "Irrigation Easement" shall mean the easement for the disposal of effluent on the Golf Course1.07. "Closing Envelope Date" or other shall areas be any date designated of Closing. by CCNG, as depicted in "Exhibit 2.01(f)". To the extent agrees "Commission" CCNG1.08. shall to accept effluent onmean the Texas any other area ofNatural Resource the CCNG Tract,Conservation Commission such area shall be includedorin any the successor Irrigation agency. Easement. 1.19. "Contracts" 1.09. shall "LCRA" shall mean mean theall of theColorado Lower contracts, leases, River permits, franchises, and licenses in Authority. the possession 1.20. of"MUDs" CCNG connected shall meanwith and arising municipal outdistricts utility of the acquisition, or similar construction and operation districts created by CCNG of the all over Interests or anyto be of part Acquired. the CCNG Tract or the Boothe Tract. 1.21. "Effective 1.10. "Officer" Date" shall mean shall mean the datehaving any person referenced on thetofirst authority page of perform this Agreement. management functions "Effluent 1.11. legal and execute Pipelines" agreements for LCRAshall mean those pipelines and related equipment and or CCNG. improvements 1.22. that convey "Party" or effluent "Parties"between the Effluent shall mean LCRA,Pond(s), the Regional CCNG and Wastewater their respective Treatment successors and Plant and the Irrigation Easement. assigns. 1.23. "Effluent 1.12. "Permitted Ponds" means Exceptions" has those pondsprovided the meaning that accept effluent in section 7.04.from the Regional Wastewater 1.24.Treatment Plant and store "Raw Water/Effluent the effluent Agreement" prior shall to conveyance mean the agreementtodated the delivery ii t 1 point(s) 1 between for irrigation LCRA and land described CCNG in the to for LCRA Irrigation provideEasement raw waterand to the and/or extent for effluent located on theof operation CCNG a GolfTract shallor Course be anylimited to a maximum other lawful storage purpose, and suchcapacity sufficient other portions to CCNG of the accommodate Tract asan average may flow ofby be requested 400,000 CCNG gallons per day. or its designee. 1.25. "Golf 1.13. Course "Regional Envelope" Effluent shall mean Pipeline" shall those meanportions of thepipeline(s) the effluent CCNG Tract which are to extend to be from the developed as a golf course Regional Wastewater and conveyed Treatment to aEffluent Plant, the golf course operating Pond(s) company. and/or the irrigation delivery point(s) on "Initial Closing" 1.14. Easement the Irrigation shallsites to irrigation meanoffthe firstCCNG of the Closing, at which CCNG, or affiliates of CCNG, Tract. shall dedicate, 1.26. transfer or assign "Regional to LCRA Facilities" shallthose meanInterests to be Acquired any facilities, specified equipment, rights,3.01. in section contract or similar 1.15. property "Insured utilised Property" by LCRA has the to provide meaning water provided inservices or wastewater section 7.04. to the CCNG Tract, including, without1.16. "Internal limitation, Facilities" the Regional shall mean Effluent those the Pipeline, water and wastewater Regional Raw Water facilities constituting Pipeline, im- the Regional provements Wastewaterand/or expansions Interceptor, to the System the Regional to be constructed Wastewater Treatment inside Plant, the the CCNG TreatedTract Wateror Pipeline Boothe Tract pursuant Extension, the to ArticleWater Treated V of this Agreement,Line, Transmission and which are necessary the Regional for providing Lift Station, retail Ponds, the Effluent water and the for wastewater Effluent service Pipelines to related and all customers on theand facilities CCNG or Boothe Tract only. The "Internal Facilities" shall appurtenances. include the following: 1.27. the Treated "Regional Water Distribution Lift Station" shall meanSystem, the liftthe Wastewater station Collection to pump Facilities, wastewater fromand the all necessary Regional appurtenances Wastewater thereto. Interceptor to the Regional Wastewater Treatment Plant.

#13948v9 #13948v9 34 Pipeline" mean shall the water pipeline the rawFacilities, to extend the from and 1.17."Regional 1.28. to be Water "Interests Raw Acquired" shall mean Regional the Internal Facilities, LCRA water all other treatment interests, plant inContracts including of Bee the Villageand the Irrigation CCNG Tract Cave to theEasement, thatand CCNGbeyond. agrees to dedicate, "Regional 1.29.transfer, grant, sell, Treated assign or otherwise convey toshall Water Pipeline" LCRA mean the existing as provided West Travis in Article County II of this Agreement. Water System Regional1.18. transmissio "Irrigation n main. Easement" shall mean the easement for the disposal of effluent on the Golf Course1.30. "Regional Envelope Wastewat or other er Intercepto areas designated r" shallasmean by CCNG, depicted line(s) andToassociated in "Exhibitr 2.01(1)". the intercepto the extent Wastewat er Treatment Plantarea the CCNG fromshall Tract, CCNGintercepto lateral extend to lines toeffluent agrees tor accept anyRegional onthe other area of the CCNG Tract, such be included in theVillage the of Bee Irrigation Cave's service area and ET.I, and beyond. Easement. 1.31. "LCRA"l Wastewat 1.19. "Regiona Treatmen shall meanerthe Lower Colorado Rivermean t Plant" shall the wastewater treatment plant Authority. generated by the System serve theorBee to districts area and Cavedistricts portions of the that will1.20. "MUDs" rshall treat wastewate mean municipal utility similar created by CCNG Lakeway theinitial part ofan anyhaving over all orarea CCNG phase ofor Tract approxima the Boothe 400,000 gallons per day of treatment capacity telyTract. the CCNG onperson locatedany Tract of 2.0 million gallons per day. with a maximum 1.21. "Officer" shallif mean ultimate size having authority to perform management functions "Reimbur 1.32.legal and execute agreements Costs" sable for LCRA shall mean all planning, design, engineering, construction, or CCNG. permitting , legal, engineerin g, interest, andmean costs and other LCRA, fees reasonably related to the incurred andsuccessors 1.22. "Party" or "Parties" shall CCNG and their respective and Commission regulations assigns. n of the Internal Facilities and to the extent permitted according to constructio financing ofhas districtExceptions" similar (see Texas facilitiesprovided Administr ative Code, title 30, 1.23. utility for municipal "Permitted the meaning in section 7.04. chapter 293). 1.24. "Raw Water/Effluent Agreement" shall mean the agreement dated i till between LCRA and "Reporting 1.33.CCNG Person" for LCRA to provide provided raw waterasand/or has the meaning in section effluent 8.06. of a Golf Course or for operation means a committe created e to beTract by CCNG and LCRA to any other1.34. "Review lawful purpose, and suche" Committe other portions of the CCNG as may be requested by CCNG negotiate and agree upon the design criteria for the Regional Facilities and for which CCNG and or its designee. 1.25.select LCRA shall up to three "Regional representa Effluent tives each. Pipeline" shall mean the effluent pipeline(s) to extend from the 1.35. Regional Wastewater has the meaning "Survey"Treatment provided Plant, the Effluent section 7.04. in Pond(s) and/or the irrigation delivery point(s) on 1.36. "Title the Irrigation Commitm Easement ent" has to irrigation sites meaning theoff provided of the CCNG in section 7.04. Tract. 1.26. "Title 1.37. Company" "Regional Facilities" meanprovided meaning has theshall in section any facilities, 7.04. contract rights, or similar equipment, wastewate r system of property1.38. "System" utilized or "LCRA by LCRA to provide watershall System" or wastewater to the and services water mean the regional CCNG Tract, including, the LCRA theRegional to servethe area and Bee CaveEffluent other communi western ties inRaw Travis northern Hays and the without limitation, Pipeline, the Regional Water Pipeline, Regional nts, including the Wastewater any expansion counties, andInterceptor, thes, Regional ents, enlargeme improvemWastewater nts, additions Treatment thereplaceme Plant,and Treated Water Pipeline this Agreemen t. Regional Facilities Extension, and the the Treated Internal Water Facilities subject Transmission to the Line, the Regional LiftofStation, limitations the Effluent Ponds, the Effluent 1.39. "Treated Pipelines Water and all related System" facilitiesnand Distributio shall mean those distribution lines, pressure boosting appurtenances. and related equipment improvem andmean including ents,station necessary for meters,wastewater LCRA to 1.27.facilities, or reducing "Regional Lift Station" shall the lift to pump from the water from the distributeWastewater Regional Treated to Interceptor Water Transmiss the Regional Wastewater the retail customers ion Line toTreatment Plant. located on the CCNG

#13948v9 #13948v9 45 Tract and 1.28.Boothe Tract. "Treate "Regional Raw Water Pipeline" d Water Distribshall utionmean Systemthe" raw shallwater pipeline not include to extend from the custom er-own ed service lines located LCRA on individ water treatment ualinlots plant theof Village retail of Bee Cave custom to theTreate ers. The CCNG Tract and d Water beyond. Distrib ution System shall be constru1.29. cted in "Regional phases. Treated Water Pipeline" shall mean the existing West Travis County Regional 1.40. "Treated Water System Water Pipelin transmission main.e Extension" shall mean the portion of the Regional Treated Water Pipelin 1.30. e"Regional to extend Wastewater from Bee Cave Interceptor" shall Road to the CCNGmean the interceptor line(s) and associated Tract. 1.41. "Treate lateral interceptor lines dtoWater extendTransm to the Regional Wastewater ission Line" Treatment shall mean the mainPlant from transm theline(s) ission CCNGandTract, related equipm the entofand Village Beeimprov Cave'sements servicenecess area and ary ETJ, and beyond. for LCRA to transmit water from the Regional Treated Water Pipelin1.31. e to the"Regional Treated Water Wastewater DistribTreatment Plant" shall mean the wastewater treatment ution System . The Treate d Water Transmission Lineplant will be constru that willcted treatinwastewater phases. generated by the System to serve the Bee Cave area and portions of the Lakeway1.42. "Waste area having anwater initialCollec phasetion of approximately 400,000 Facilities" shall gallons mean those per day collect ionof treatment lines capacity and related equipm with ent and improv a maximum ultimateements size if necess locatedary on for the LCRA CCNG Tract of 2.0and to collect million gallons convey per ater wastew day.from the custom1.32. er-own"Reimbursable ed sewer serviceCosts" shall lines to the mean allalplanning, Region design, Wastewater engineering, Interce construction, ptor. The term "Wastewater permitting, Collec legal, tion Facilitinterest, engineering, andnot ies" shall other costs includ and fees e custom reasonably er-own incurred ed sewer andlines related to theon service located individual lots construction of retail of the custom Internal Facilities and Waste to the water extent Collec permitted tionaccording Facilitiestoshall Commission ers. The be construregulations cted in phases for . municipal utility district financing of similar facilities (see Texas Administrative Code, title 30, chapter 293). ARTICLE II 1.33. "Reporting Person" has the INTER meaning ESTS TO BEas provided ACQUIRED in section 8.06. 2.01. Subject toCommittee" 1.34. "Review the conditions means a committee set out to be in this Agreem created ent, CCNGby CCNG agrees and LCRA to convey to to LCRA the following, negotiate and which agree are uponcollect ively referre the design criteria d tofor the "Intere as the Regionalsts toFacilities be Acquir and ed":for which CCNG and (a) the LCRA shall Interna select l Faciliti up to es as they are finally three representatives each. constructed; (b) all easeme 1.35. nts has "Survey" necess theary meaning for theprovided in of operation section 7.04. al Facilities or the Interna the Region l Facilities, including access"Title 1.36. easeme nts from public Commitment" has the meaning roads provided and buffer zoneinrequire section 7.04.from ments treatment units. Such easements shall "Title 1.37. be at locatio ns approv Company" has the meaning ed by CCNGprovided in form and in the section of 7.04. attached "Exhibit 2.01(b)"; (c) good"System" 1.38. and indefe or asible "LCRA feeSystem" shall mean title to portion s of the the regional watermutua CCNG Tract and wastewater system lly agreeable of to the Parties for lift the LCRA to station site(s), serve the Bee subjec t onlyand Cave area other to the communities conditi inions ons, restrict western Travis or interes and northern Hays ts specifi ed in section 3.01 below; counties, and any expansions, improvements, enlargements, additions and replacements, including the (d)Facilities Regional unless theandparties agree otherw the Internal Facilities ise,subject to the good and limitations indefea of this sible fee titleAgreement. to the Regional Wastewater Treatment Plant"Treated 1.39. currently propos Water ed site to be Distribution System" locatedshall mean sitethose distribution lines, pressure on the describ ed on "Exhib it 2.01(d) ", boosting which site is of sufficie or reducing nt sizeand facilities, to accomm odate a plant related equipment andcapable improvements, of treatingincluding meters, necessary two million gallons per dayfor (2LCRA to mgd) of wastew aterwater distribute in accord fromance the with all Comm Treated Water ission Transmission Line toforthe retail customers located requirements a similar plant of the sameon thesubject size, CCNG

#13948 v9 #13948v9 65

ott interest rictions orWater in section s specifiedSystem" 3.01 below (it being acknowledged onlyTract andcon to the ditions, Boothe rest"Treated Tract. Distribution shall not include customer-owned service ing for an ofnate alter loca tion); thatlines located the part ies areonlook individual lots retail customers. The Treated Water Distribution System shall be site(s), which will be of sufficient size to constructed (e) gooin indefeasible fee title to the Effluent Pond(s) phases. d and for a period of days in accordance with store an aver1.40. age of 400,000Water "Treated gallons per dayExtension" Pipeline shallentmean the portion of the Regional Treated of treated efflu the conditions, restrictions or interests only toTract. ComWater misPipeline sion ruletos and extendpermfrom Caveents Bee irem it requ Road to ject , sub the CCNG 3.01 belo w. The Effl uent Pon d(s) may be incorporated into CCNG's golf course spec ified 1.41. in sect "Treated ion Water Transmission Line" shall mean the main transmission line(s) and related located and oper ated pursfor to theto uantLCRA Raw Water/Effluent Agreement. equipment desi gn and will andbeimprovements necessary transmit water from the Regional Treated Water ("Irrigation Eas ment Distribution ement")The in the form of attached "Exhibit 2.01(f)" for Pipeline to the (f) an ation ease irrigTreated Water System. Treated Water Transmission Line will be be developed as a golf course and which constructed the disposal ofinefflu ent on those portions of the CCNG Tract to phases. rse operatin to a golf couCollection g companshall "Golf Course Envelope"), and other lawful y (themean may be con veyed 1.42. "Wastewater Facilities" those collection lines and related ed bytoCCN G, incl uding: equipment area and improvements s on the CCN the Tract desi G Tract or Boonecessary forgnat LCRA collect and convey wastewater from the ation Eas Irrigservice whi emetont,the ch will be sufficient for a maximum effluent disposal customer-owned (i) the sewer lines Regional Wastewater Interceptor. The term with day,not gallons pershall of 400,000Facilities" as aver in accordance with any applicable Permits agedcustomer-owned amountCollection "Wastewater include sewer service lines located on individual fiveofinter up tolots retail capacity phas im customers. The and, es; Wastewater Collection Facilities shall be constructed in wastewater generated on both the CCNG phases. (ii) should the effluent produced from the three t and the Boo the Trac t exce ed an aver ARTICLE age ofII400,000 gallons per day for more than Trac ment on G shall provTO LCRA with an additional irrigation ease ide BE consecutive months, CCN INTERESTS ACQUIRED from l by irrigation of all effluent produced 2.01. pro y of sufftoicie pertSubject size to allo thentconditions setwoutdispinosa this Agreement, CCNG agrees to convey to LCRA 400,000 Tract and the Boothe Tract in excess of wastew the following, ater gen which are erat ed on both collectively the CCN referred to asGthe "Interests to be Acquired": nt on the . CCNG as per dayFacilities and LCR negotiate in good faith to reach agreeme shall constructed; areAfinally gallthe (a) onsInternal they efrom, hod olog y for mea suri ng the amo unt of wastewater, and effluent produced ther (b) metall easements necessary for the operation of the Regional Facilities or the Internal Facilities, butable to the CCN Tract and G public theand the Tract; Boobuffer including access attri easements from roads zone requirements from treatment units. Such G , engineeby drawingsapproved ring records, and office records in the possession of CCN easements (g)shall be ats,locations all map CCNG and in the form of attached "Exhibit 2.01(b)"; to the Regand l Facilities orfee ionaindefeasible Internal the title Facilities; and, relating(c) good to portions of the CCNG Tract mutually agreeable to the on of CCNG (h) all of the con trac ts, leas es, perm its, franchises, and licenses in the possessi Parties for lift station site(s), subject only to the conditions, restrictions or interests specified in section s to be construction and operation of the Interest 3.01 below; connect ed with and arising out of the acquisition, ect to Contracts shal The otherwise, cts").agree l be assigned and transferred to LCRA subj Acquire d (the (d) unless "Cothentra parties good and indefeasible fee title to the Regional Wastewater as assignee of s and con ditio ns upo n whi ch they were acquired and are now held. LCRA, Treatment the term Plant currently proposed site to be located on the site described on "Exhibit 2.01(d)", which assi gnm ent bein g mad e to it, it will assu me, as of the Closing site theisCon trac ts, agre es that upo n said of sufficient size to accommodate a plant capable of treating two million gallons per day (2 mgd) of gations impwith osedallupo reason of the Contracts. n CCNG byrequirements Date, all obli wastewater in accordance Commission for a similar plant of the same size, subject

7 #13948v9 #13948v9 6

ott only to the conditions, restrictions or interests specified ARTIC in section 3.01 below (it being acknowledged LE III that the parties are looking for an alternateINITIA location); L CLOSING (e)3.01. good and LCRA indefeasible and CCNG fee title to the shall Effluent condu ct an Pond(s) site(s),gwhich initial Closin ("Initiwill be of sufficient size to al Closin g") at which the followi store an average ng interesofts400,000 gallons per day of treated shall be conveyed from CCNG to LCRA: effluent for a period of days in accordance with Commission rulesand (a) good andindefe permitasible requirements, fee title tosubject portiononly s of to thethe conditions, CCNG restrictions or interests Tract compr ising the Regional Wastewater specified in section Treatm3.01 below. ent Plant site,The lift Effluent Pond(s) station site(s), andmay be tincorporated Effluen Pond site(s), into CCNG's golf course subject only to: design andi) will be located matters currentlyand ofoperated record aspursuant identifiedtointhe Raw itWater/Effluent "Exhib 3.01(a)"; Agreement. (f)ii)an irrigation CCNG 's righteasement to landsca("Irrigation pe, fence or Easement") otherwise in the form improv e theofaesthet attached "Exhibit 2.01(f)" for ic appear ance of the site; the disposal of effluent on those portions of the CCNG Tract to iii)CCNG's right to adopt reasonable deed restrictions on the CCNG Tract be developed as a golf course and which and Boothe Tract to may be conveyed enhance to anda golf proteccourse operating t develo pment company on those (the tracts"Golf or toCourse comply Envelope"), with CCNG and other lawful 's development areas on the CCNG agreem entTract with ortheBoothe VillagTract e of Beedesignated by CCNG, Cave, provid including: ed, howev er, that such restrictions shall not unreaso(i) the Irrigation nably Easement, interfere with LCRA'swhich obligatwill ionsbe sufficient under for a maximum this Agreem ent; and effluent disposal amount of 400,000 iv)a reversi onary gallons interest per day, of in favor as CCNG averagedor in itsaccordance designee in with any applicable Peewits with the event: up to five(A) interim capacity the same phases; proper and, to be used for either the Region ty ceases al Wastewater Treatment (ii) Plantshould site, the effluent lift station (s),produced or Effluenfrom the wastewater t Pond(s ) for a periodgenerated of six (6)on both the CCNG consecutive months, Tract andnot theincludi Boothe ng Tract exceed any period of an average force majeur ofe 400,000 as providgallons per day for more than three ed in section 16.08, after operation of consecutive months, CCNG such facilities; or, shall provide LCRA with an additional irrigation easement on property(B) of CCNG sufficient andsize the to allowagree LCRA disposal on anby irrigation alterna of all tive site foreffluent produced from the Regional Wastewater wastewater generated Treatm onand ent Plant, bothCCNG the CCNG refundTract and the s to LCRA anyBoothe moneyTract in excess of 400,000 paid by LCRA to CCNG for gallons per day. CCNG the acquisi tion ofand LCRAalshall the Region negotiate Wastew in good ater Treatm faith site. ent Plant to reach agreement on the Prior tomethodology any such reversi foron measuring to CCNGthe amount , LCRA shallofreturn wastewater, and is the site that effluent produced therefrom, the subjec t of the reversion to attributable substantially to the CCNG Tract and the Boothe Tract; the same condition as it was on the date of its conveyance to the LCRA. (g) all maps, (b) the Irrigatidrawings, engineering on Easement; and, records, and office records in the possession of CCNG relating to (c)the all Regional easementsFacilities necessary or to thethe Internal operatiFacilities; on of the and, Regional Faciliti es, including access easements (h) all from public of the roads, contracts, in the form ofleases, Exhibitpermits, 2.01(b). franchises, and licenses in the possession of CCNG connected withAt 3.02. and thearising Initialout of the Closin acquisition, g, LCRA construction shall make paymentand operation of the Interests to be for the portions of the CCNG Tract, Acquired includ ing (the "Contracts"). all associ ated costsTheeligibl Contracts e for shall reimbuberseme assigned nt inand transferred to LCRA subject to accord ance with Commission rules, the terms compr isingand theconditions upon which Regional Waste they were water Treatm ent acquired Plant site,and are now Region held. LCRA, as assignee of al Lift Station site(s), and Effluent the Contracts, Pond agreesrmore, site(s). Furthe that upon said at the assignment Initial Closing,being LCRAmade to it, shall it willrse reimbu assume, as of the Closing CCNG for all of CCNG's Date, all expend obligations itures imposed upon CCNG by reason of the Contracts. made prior to the Initial Closing related to the planning, design, and permit ting of the

#13948v9 #13948 v9 8'7 Regional Facilities, including the Raw Water Pipeline, that ARTICLE III would be reimbursable according to the rules of the Commission, which shall includeINITIAL but not be CLOSING limited to engineering fees and attorney's fees. 3.03. LCRA 3.01. The Initial Closingshall and CCNG shallconduct take place at LCRA's an initial offices Closing located ("Initial at 3700atLake Closing") Austin which the Boulevard,interests following Austin,shall Texas, or at such from be conveyed otherCCNG place as tomay be mutually agreed upon by the Parties. Time is LCRA: of the essence asand (a) good to the Initial Closing. indefeasible ThetoClosing fee title Date portions for the of the CCNGInitial Closing Tract shall be the comprising not Regional later than December 31, Wastewater 1999, unless Treatment Plantthe Parties site, otherwise lift station agree site(s), andinEffluent writing.Pond site(s), subject only to: ARTICLE i) matters currently of record as identified IV in "Exhibit 3.01(a)"; ii) CCNG's rightCONSTRUCTION to landscape, fenceOF REGIONAL or otherwise FACILITIES improve the aesthetic appearance of the site; 4.01. iii) Regional CCNG's rightFacilities to be Constructed. to adopt reasonable The Regional deed restrictions Facilities on the CCNG Tracttoand be Boothe constructed Tractand to paid forenhance by LCRAandshall be contracted protect developmentforon and constructed those tracts or in to LCRA's nameCCNG's comply with and shall include the development following: agreement with the Village of Bee Cave, provided, however, that such restrictions shall not (a) the Treatedinterfere unreasonably Water Pipeline Extension; with LCRA's obligations under this Agreement; and iv)the (b) Treated Water a reversionary Transmission interest in favor ofLine; CCNG or its designee in the event: (c) the Regional Wastewater (A) the same Treatment property ceases toPlant; be used for either the Regional Wastewater Treatment (d) the Regional Plant site,Wastewater Interceptor; lift station(s), or Effluent Pond(s) for a period of six (6) consecutive months, (e) the Regional Effluent not including anyPipeline; period of force majeure as provided in section 16.08, after operation of (f) the Regional Raw Water such facilities; or, Pipeline; (g) the Regional (B) CCNG Liftand Station(s); the LCRA agree on an alternative site for the Regional Wastewater (h) the Effluent Pipeline(s); Treatment Plant, and CCNG refunds to LCRA any money paid by LCRA to CCNG for (i) the Effluent Pond(s);of the Regional Wastewater Treatment Plant site. the acquisition Prior to (j) anythesuch Irrigation Easement; reversion and LCRA shall return the site that is the subject of the reversion to to CCNG, (k) other substantially facilities the same (other condition as than it wasInternal Facilities) on the date which are to of its conveyance necessary to provide water and the LCRA_ wastewater service (b) the Irrigation to the CCNG Easement; and, Tract. 4.02. (c) allConstruction Manager. easements necessary LCRA of to the operation shall retain CCNG, the Regional orincluding Facilities, a designee of easements access CCNG reasonably from acceptable public roads, to LCRA, in the form to serve of Exhibit 2.01(b).as construction manager for the construction and acquisition 3.02.of Atthe theRegional Facilities Initial Closing, LCRA on shall the terms make and conditions payment for the set forth of portions in the theCCNG agreement Tract, attached includingasall "Exhibit 4.02." associated costs eligible for reimbursement in accordance with Commission rules, 4.03.the comprising Design of the Regional Regional Facilities. Wastewater All physical Treatment Plant facilities site, Regional to Station Lift be constructed site(s), or andacquired Effluent pursuant to this Pond site(s). Agreement asatathe Furthermore, partInitial of theClosing, RegionalLCRA Facilities shall shall be designed reimburse CCNGby CCNG's engineer, for all of CCNG's Murfee Engineering, expenditures or another made prior dam► Closing to the Initial qualified engineer related selected to the by design, planning, CCNG,andandpermitting subject toof the the

#13948v9 #13948v9 98 Regional Facilities, including the Raw Water Pipeline, that would be reimbursable according to as as well theall rules reasonable approval of LCRA. Such design shall be subject to the approval of LCRA of the Commission, which shall include but not be limited to engineering fees and attorney's fees. ent of Health, governmental agencies with jurisdiction, including, without limitation, the Texas Departm 3.03. The Initial Closing shall take place at LCRA's offices located latreview3700 commit tee Lake Austin the Commission and the County of Travis. CCNG and LCRA shall create a technica Boulevard, Austin, Texas, or at such other place as may be mutually agreed upon by the Parties. agree the is uponTime ("Review Committee") and select up to three representatives each to negotiate and of the essence as to the Initial Closing. The Closing Date for the Initial designClosing shall bealnot for the Region lateres Faciliti than design criteria for the Regional Facilities. At CCNG's request, December 31, 1999, unless the Parties otherwise agree in writing. technical review shall incorporate screening and aesthetic features beyond those agreed upon by the ARTICLE IV aesthetic features, committee, but CCNG shall be responsible for all costs related to such screening and CONSTRUCTION OF REGIONAL FACILITIES screening and and the Parties shall negotiate in good faith to determine the costs related to such 4.01. Regional Facilities to be Constructed. The Regional Facilities toas project cost,and beaconstructed aesthetic features notwithstanding, the foregoing to the contrary, at a minimum and paid for by LCRA shall be contracted for and constructed in LCRA's name tand shall include the 4.03". the design shall incorporate the screening and aesthetic features identified on "Exhibi following: 4.04. Construction and Acquisition of the Regional Facilities. (a) the Treated Water Pipeline Extension; materials and (a) The Regional Facilities shall be constructed, and all easements, equipment, (b) the Treated Water Transmission Line; supplies shall be acquired, in the name of the LCRA. (c) the Regional Wastewater Treatment Plant; Regional Facilities (b) All plans, specifications, construction contracts and change orders for the (d) the Regional Wastewater Interceptor; nably withheld. shall be subject to review and approval by LCRA, which approval shall not be unreaso (e) the Regional Effluent Pipeline; policies and in All construction contracts shall be awarded in the manner provided by applicable LCRA (f) the Regional Raw Water Pipeline; ental authority. compliance with any applicable rules and regulations of the Commission or other governm (g) the Regional Lift Station(s); manner and all (c) The Regional Facilities shall be constructed in a good and workmanlike (h) the Effluent Pipeline(s); for their intended material used in such construction shall be substantially free from defects and fit (i) the Effluent Pond(s); purpose. (j) the Irrigation Easement; and ly pay the 4.05. Costs of Regional Facilities to be Funded by LCRA. LCRA shall prompt (k) other facilities (other than Internal Facilities) which are necessary to provide without water and limitatio n, costs of the Regional Facilities on or before the date the same become due, including, wastewater service to the CCNG Tract. in connection with all costs of design, engineering, materials, labor, construction and inspection arising 4.02. Construction Manager. LCRA shall retain CCNG, or a designee construof of the CCNG ction the Regional Facilities; all payments arising under any contracts entered into for the reasonably acceptable to LCRA, to serve as construction manager for the construction mental approv and als, Regional Facilities; and, all costs incurred in connection with obtaining govern acquisition of the Regional Facilities on the terms and conditions set forth constru in the agreement ction of the certificates, permits, easements, rights-of-way, or sites required as a part of the attached as "Exhibit 4.02." easements for Regional Facilities. LCRA shall use its powers of eminent domain as necessary to acquire 4.03. Design of the Regional Facilities. All physical facilities to be constructed or acquired the Regional Facilities. pursuant to thisThe Agreement as a part Parties may agreeofthat the LCRA Regional Facilities may, shalldiscreti in its sole be designed by such on, make CCNG's to the engineer, changes 4.06. Murfee Engineering, or another dam► qualified engineer selected by CCNG, and for providi riatesubject to theng Regional Facilities prior to and during construction as LCRA may deem approp

#13948v9 910 #13948v9 efficient water and wastewater service to the CCNG Tract, the Boothe Tract, and other areas proposed reasonable approval of LCRA. Such design shall be subject to the approval of LCRA as well as all to be served by the Regional Facilities; provided, however, that such changes shall not materially change governmental agencies with jurisdiction, including, without limitation, the Texas Department of Health, either Party's obligations under this Agreement without CCNG's consent. the Commission and the County of Travis. CCNG and LCRA shall create a technical review committee 4.07. CCNG Ability to Construct Regional Facilities. Provided that CCNG is not in default ("Review Committee") and select up to three representatives each to negotiate and agree upon the under this Agreement, in the event LCRA is unable or unwilling to construct Regional Facilities in a design criteria for the Regional Facilities. At CCNG's request, the design for the Regional Facilities timely manner which are reasonably necessary for the efficient operation of the System in order to shall incorporate screening and aesthetic features beyond those agreed upon by the technical review provide water and wastewater services to the CCNG Tract, then CCNG may, but is not obligated to, committee, but CCNG shall be responsible for all costs related to such screening and aesthetic features, proceed with construction and installation of Regional Facilities at its own expense; provided, however, and the Parties shall negotiate in good faith to determine the costs related to such screening and CCNG has notified LCRA in writing of LCRA' s failure to timely commence construction of necessary aesthetic features notwithstanding, the foregoing to the contrary, at a minimum and as a project cost, Regional Facilities and, within three months after LCRA' s receipt of such notice, LCRA has not the design shall incorporate the screening and aesthetic features identified on "Exhibit 4.03". commenced the construction of such Regional Facilities. All plans, specifications, construction contracts 4.04. Construction and Acquisition of the Regional Facilities. and change orders for the Regional Facilities are subject to review by LCRA. CCNG shall design, (a) The Regional Facilities shall be constructed, and all easements, equipment, materials and advertise, bid and construct the Regional Facilities in compliance with all statutes, rules and regulations supplies shall be acquired, in the name of the LCRA. applicable to water districts. Subject to the foregoing, if CCNG proceeds with the construction and (b) All plans, specifications, construction contracts and change orders for the Regional Facilities installation of the Regional Facilities at its own expense, LCRA shall take no action that will prevent or shall be subject to review and approval by LCRA, which approval shall not be unreasonably withheld. interfere with CCNG constructing the Regional Facilities. Subject to the foregoing, LCRA shall pay to All construction contracts shall be awarded in the manner provided by applicable LCRA policies and in CCNG all Reimbursable Costs associated with the construction of the Regional Facilities. CCNG shall compliance with any applicable rules and regulations of the Commission or other governmental authority. submit to LCRA monthl invoices itemizing Reimbursable Costs incurred and LC .p_azstIsh (c) The Regional Facilities shall be constructed in a good and workmanlike manner and all _invoices within thirty (30) days of receipt. Upon completion of construction by CCNG of any such material used in such construction shall be substantially free from defects and fit for their intended Regional Facilities, CCNG shall convey the Regional Facilities to LCRA at a Closing in the same manner purpose. as provided in Article VI for Internal Facilities. 4.05. Costs of Regional Facilities to be Funded by LCRA. LCRA shall promptly pay the ARTICLE V costs of the Regional Facilities on or before the date the same become due, including, without limitation, CONSTRUCTION OF INTERNAL FACILITIES all costs of design, engineering, materials, labor, construction and inspection arising in connection with 5.01. Internal Facilities to be Constructed. The Internal Facilities shall be constructed by the Regional Facilities; all payments arising under any contracts entered into for the construction of the CCNG and shall include the following: Regional Facilities; and, all costs incurred in connection with obtaining governmental approvals, (a) the Treated Water Distribution System; and certificates, permits, easements, rights-of-way, or sites required as a part of the construction of the (b) the Wastewater Collection Facilities. Regional Facilities. LCRA shall use its powers of eminent domain as necessary to acquire easements for 5.02. Design of the Internal Facilities. All physical facilities to be constructed or acquired as the Regional Facilities. a part of the Internal Facilities shall be designed by CCNG's engineer, Murfee Engineering, or another 4.06. The Parties may agree that LCRA may, in its sole discretion, make such changes to the duly qualified engineer selected by CCNG and approved by LCRA, which approval shall not be Regional Facilities prior to and during construction as LCRA may deem appropriate for providing

#13948v9 11 #13948v9 10

vit efficient unreason waterably and wastewater withheld service to the CCNG Tract, the Boothe Tract, and other areas proposed or delayed. Such design shall be subject to the ap togovernmen be served bytal the Regional agencies Facilities; provided, however, that such changes shall not materially change with jurisdiction, including, without limitation, the Te either the Party's Commissi obligations on and underthethis Agreement without CCNG's consent. County of Travis. The Review Committee shall negotiat design 4.07. CCNG Ability criteria for the to Construct Internal Regional Facilities. Provided that CCNG is not in default Facilities. under this Agreement, 5.03. Constructionin theand event LCRA is unable or unwilling to construct Regional Facilities in a Acquisition of Internal Facilities. timely manner (a)CCNG which shallare reasonably be responsib necessary for the efficient operation of the System in order to le for the construction or acquisition of the In provide easements water,and wastewater equipment , services materials to the CCNG Tract, then CCNG may, but is not obligated to, and supplies. proceed (b)withAllconstruction plans,and installationations, specific of Regional Facilities at its own expense; provided, however, construction contracts and change orders fo CCNG has notifiedto are subject LCRA in writing review andof approval LCRA' s failure to timely commence construction of necessary by LCRA; provided, however, that CCNG sha Regional ensuring Facilities thatand, all within three months plans, after LCRA' s receipt of such notice, LCRA has not specifications, construction contracts and chang commenced applicabthe le construction rules and of such Regional Facilities. All plans, specifications, construction contracts regulati ons of the Commission or other governmental aut and change orders for the contracts shall be awarded in the Regional Facilities are subject to review by LCRA. CCNG shall design, manner provided by the laws and Commission advertise, applicabl bideand toconstruct water the Regional Facilities in compliance with all statutes, rules and regulations districts. applicable (c)to water The districts. Subject Internal Facilitie to the foregoing, if CCNG proceeds with the construction and s shall be constructed in a good and workmanlike ma installation used in such construction shallexpense, of the Regional Facilities at its own LCRA shall take no action that will prevent or be substantially free from defects and fit interfere LCRA shall with CCNG constructing the Regional Facilities. Subject to the foregoing, LCRA shall pay to be entitled to have an on-site inspector at LCRA's cost to inspect CCNG all Reimbursable the construct ion of Costs theassociated with the construction of the Regional Facilities. ,CCNG shall Internal Facilities. Such inspections shall be conducted weekly,it to LCRAand monthly shallinvoices itemizing Reimbursable Costs incurred and LC' not unreason •s. a such ably delay construction. Furthermore, with invoices within discover y, thirty LCRA(30) days ofnotify shall receipt. Upon completion of construction by CCNG of any such CCNG of any construction defects. LCRA shall Regional Facilities, CCNG shall written description of any such defects convey the Regional Facilities to LCRA at a Closing in the same manner within 5 working days. as provided 5.04.inCost Article of VI for InternaltsFacilities. Improvemen to be Funded by CCNG. (a) CCNG shall advance and, ARTICLE V pay the costs of the Internal Facilities as t including, without CONSTRUCTION limitation, OF INTERNAL FACILITIES all costs of design, engineering, materials, labo arising 5.01. inInternal connectioFacilities to be Constructed. n with the InternalThe Internal Facilities shall be constructed by Facilities; all payments arising under a CCNGconstruc the and shall include tion the following: of the Internal Facilities; all costs incurred in connection approval (a) the s,Treated certificWaterates, Distribution System; and permits, easements, rights-of-way, or sites required the Wastewater of the(b)Internal Collection Facilities. Facilities; and all out-of-pocket expenses incurred in connect 5.02. Design the Internal of the Internal Facilitie s. Facilities. All physical facilities to be constructed or acquired as a part of(b) theLCRA Internal Facilities shall not shall bebeliable designed by CCNG's engineer, Murfee Engineering, or another to any contractor, engineer, attorney, mater duly qualified employed orengineer selected contracte by CCNG d with and approved by LCRA, which approval shall not be in connectio n with the construction of the Internal be obligated to reimburse CCNG in the manner and to the extent provided in

#13948v9 11 #13948v9 12 construction contracts andorother agreements entered CCNGtopertaining bysubject intobe to the acquisition or unreasonably withheld delayed. Such design shall the approval of LCRA and all shall provisions, contain without form described on "Exhibit in a thethe governmentalofagencies construction withFacilities the Internal jurisdiction, including, limitation, Texas Department of Health, any contractor, materialman other party thereto or Committee shall look solely to CCNG 5.04(b)", the Commission and that to the effect the County of Travis. The Review shall negotiate and agree upon the for payment design criteria all sums of for coming the Internal due thereunder and that the LCRA shall have no obligation whatsoever Facilities. to any such party. 5.03. Construction and Acquisition of Internal Facilities. 5.05. (a) CCNG Ability LCRAshall be responsible forInternal to Construct the construction Providedofthat Facilities.or acquisition not in material Internalis Facilities theLCRA and all default this Agreement, underequipment, easements, materials andevent in the CCNG is unable or unwilling to construct Internal Facilities in supplies. System in order to thethe manner a timely (b) All plans, are reasonably whichspecifications, necessary for construction the efficient contracts and change ordersoffor operation Internal Facilities provide wastewater are subject services to review to the CCNG and approval by LCRA; then LCRA Tract,provided, may, but however, that not obligated is CCNG shall be proceed with to,responsible for of Internal Facilities own expense; at itscontracts provided, however, LCRA has construction ensuring that allinstallation and plans, specifications, construction and change orders comply with any construction of necessary Internal notified applicable writing rulesinand CCNG regulations of thefailure of CCNG's Commission or commence to timely other governmental authority. All construction not commenced the CCNG has rules shallwithin contractsand, Facilities be awarded in theafter six months CCNG's manner receipt provided by the lawsnotice of such and Commission and regulations applicable to of construction such water Internal Facilities. All plans, specifications, construction contracts and change districts. CCNG. Subject to the foregoing, (c)the orders for Internal The Internal Facilitiesare Facilities subject shall be constructed good andby in a approval to review and workmanlike manner and all material LCRA ifused proceeds construction with theshall and installation the Internal ofdefects Facilities at its own expense, in such construction be substantially free from and fit for their intended purpose. or interfereatwith LCRA providing wastewater utility services CCNG shalltake LCRAshall no action be entitled an prevent havewill to that on-site inspector LCRA's cost to inspect and reasonably approve shall be entitled to offset thirty thethe to CCNG orof construction InternalTract. thetheBoothe Subject Facilities. Such shallLCRA the foregoing, toinspections be conducted in a timely manner, at least design, of thenot engineering, construction and installation costs reasonably related to the weekly,(30%) percent and shall unreasonably delay construction. Furthermore, within one working day of LCRAofpursuant to this section against any reimbursemen t otherwise Internal Facilities discovery, shall notifybyCCNG LCRAconstructed any construction defects. LCRA shall provide to CCNG a due to CCNG written pursuant description of any suchAgreement. to this defects within 5 working days. 5.04. Cost of Improvements to be Funded VI ARTICLE by CCNG. CONVEYAN (a) CCNG shall advance and, pay FACIIAI1ES OF costs CE the TO LCRA of the Internal Facilities as the same become due, AND including, without limitation, COMMENCE all costs MENT OF SERVICE of design, engineering, materials, labor, construction and inspection 6.01. Subject reimburseme to the nt for itsallcosts, CCNG convey shallunder the Internal Facilities to arising in connection with Internal Facilities; payments arising any contracts entered into for held from time toalltime construction asincurred of the Internal Facilities is on phaseswith LCRA at Closings the construction thebeInternal of to Facilities; costs in connection obtaining governmental completed. approvals, certificates, permits, easements, rights-of-way, or sites required as a part of the construction 6.02. Facilities; Upon completion of construction of a phase of the Internal Facilities, CCNG shall of the Internal and all out-of-pocket expenses incurred in connection with the construction of provide the Internal LCRA with a concurrence letter from CCNG's engineers certifying that the construction of the Facilities. accordance with the plans, specifications and the Internal Facilities (b) LCRA shall be completed been hasnot liable to any contractor,inengineer, substantially attorney, materialman or other party change orders approvedwithby the LCRA andwiththatthe phase of Internal theconstruction Facilities has been tested and employed or contracted in connection of the Internal Facilities, but shall only be obligated to reimburse CCNG in the manner and to the extent provided in this Agreement. All

#13948v9 13 #13948v9 12 construction or approved forcontracts and other with use in accordance agreements entered the approved into bydocuments contract CCNG pertaining to the acquisition and Commission rules. At the construction of the Internal Facilities shall contain provisions, "Exhibit same time, CCNG shall provide LCRA with a copy of the finalin"record" a the form described drawings on completed of the 5.04(b)", to the effect Internal Facilities. that any LCRA contractor, shall completematerialman its review oforthe other party thereto completed shall phase lookInternal of the solely toFacilities CCNG for payment within of (15) fifteen all sums coming working dueafter days thereunder receipt and that of the the LCRA engineer's shall have no concurrence obligation letter. whatsoever Thereafter, LCRA toshall any operate, such party. maintain, and provide water and wastewater service through the completed phase of the Internal5.05. LCRA Ability to Construct Internal Facilities. Provided that LCRA is not in material Facilities. default under 6.03. thisLCRA Agreement, in the conveyance shall accept event CCNGof, is unable or unwilling and reimburse any to construct amount thenInternal due CCNGFacilities in for, the acompleted timely manner phasewhich of the are reasonably Internal necessary Facilities for theby as evidenced efficient operation the engineer's of the letter System from CCNG's in order to engineer provide wastewater and approved services by LCRA to the which CCNGwill approval Tract, not then LCRA may,withheld be unreasonably but is notorobligated delayed. to, Theproceed Partieswith shall construction and installation agree on a Closing of Internal Date, which shall beFacilities at its(30) within thirty owndays expense; provided, of such however, determination byLCRA LCRA,hasfor notified CCNG conveyance to in writing LCRA of of theCCNG's completedfailure to timely phase of thecommence construction Internal Facilities, of with along necessary Internal all easements Facilities necessaryand, within sixtomonths or convenient after CCNG's the operation receiptFacilities, of the Internal of such notice CCNG including haseasements access not commenced the from public construction of such roads, not already Internal provided, conveyed; Facilities.however, All plans,thespecifications, construction size and location contractsare of such easements andsubject changeto orders forof approval theCCNG. Internal Facilities are subject to review and approval by CCNG. Subject to the foregoing, if LCRA proceeds with the construction and installation ARTICLE VII of the Internal Facilities at its own expense, CCNG shall take no action that will TITLE prevent or MATTERS interfere AND with LCRA REVIEW providing wastewater utility services PERIOD to the CCNG 7.01. orPrior the Boothe Tract. Subject to any Closing, CCNG to theprovide shall foregoing, LCRALCRA with shall bedescription a legal entitled to and offset thirtyof survey percent (30%) all interests inof theproperty real design, engineering, construction to be transferred and installation at the Closing to LCRAcosts reasonably by virtue of thisrelated to the Agreement, Internal includingFacilities constructed all fee title byand in property LCRA pursuant and all easements to this section rights against of way whichany reimbursement provide access to theotherwise Interests due to betoAcquired. CCNG pursuant to this Agreement.

7.02.Any personal property to ARTICLE VI shall be transferred by Bill of Sale and be transferred 11ES TOdoLCRA Assignment free of liens CONVEYANCE and encumbrances OF otherFACILI than those which not materially impair the value of the Interests to be Acquired,AND COMMENCEMENT or LCRA's intended use, withOF SERVICE a covenant on the part of CCNG that it is the Subject to reimbursement forand its costs, deliverCCNG 6.01. and shall convey the Internal Facilities to lawful owner has a lawful right to transfer such property. LCRA at Closings to be held from time to time as construction on phases of the Internal Facilities is 7.03. The Contracts included within or pertaining to the Interests to be Acquired shall be trans- completed. ferred subject to the terms and conditions upon which they were acquired and are now held by CCNG. 6.02. Upon completion of construction of a phase of the Internal Facilities, CCNG shall 7.04. Title Commitment Review. At least forty (40) days prior to any Closing Date, CCNG, provide the LCRA with a concurrence letter from CCNG's engineers certifying that the construction of at LCRA's sole cost and expense, shall furnish to LCRA and LCRA's counsel a current commitment the Internal Facilities has been completed substantially in accordance with the plans, specifications and ("Title Commitment") for the issuance of an Owner's Policy of Title Insurance to LCRA from a title change orders approved by the LCRA and that the phase of Internal Facilities has been tested and company approved by LCRA (the "Title Company"), insuring such portions of the Interests to be

#13948v9 13 #13948v9 14

f4 Acquired as may be real property or interests (collectively, the "Insured Property") for an amount equal approved for use in accordance with the approved contract documents and Commission rules. At the to portion of the reimbursement related to the Insured Property together with good legible copies of the time, same CCNG shall provide LCRA with a copy of the final "record" drawings of the completed all documents constituting exceptions to CCNG's title as reflected in the Title Commitment and a Internal Facilities. LCRA shall complete its review of the completed phase of the Internal Facilities survey of the Insured Property (the "Survey"). LCRA shall have until thirty (30) days after currentfifteen within (15) working days after receipt of the engineer's concurrence letter. Thereafter, LCRA receipt of the Title Commitment and Survey to review the Title Commitment and Survey and to deliver shall operate, maintain, and provide water and wastewater service through the completed phase of the to CCNG Internal in writing such objections as LCRA may have to anything contained or set forth in the Title Facilities. Commitment and Survey, provided, however, LCRA shall not have the right to object to those 6.03. LCRA shall accept conveyance of, and reimburse any amount then due CCNG for, the restrictive easements, phase covenants or other exceptions reflected in "Exhibit 7.04," attached hereto, that completed of the Internal Facilities as evidenced by the engineer's letter from CCNG's engineer of the date of this Agreement, or other easements, restrictive covenants or other of record wereapproved and byas LCRA which approval will not be unreasonably withheld or delayed. The Parties shall exceptions not materially interfere with LCRA' s use of the Interests to be Acquired as that doDate, agree on a Closing which shall be within thirty (30) days of such determination by LCRA, for this Agreement. contemplatedtobyLCRA Any items to which LCRA does not have the right to object and any conveyance of the completed phase of the Internal Facilities, along with all easements which LCRA does not object by the end of said thirty (30) days shall be deemed to be necessary or to other items convenient to the operation of the Internal Facilities, including access easements from public "Permitted Exceptions" (herein so called). As to items to which LCRA makes objections, CCNG shall roads, not already conveyed; provided, however, the size and location of such easements are subject to have an obligation to cooperate with LCRA to effectuate the cure of such objections. In the event such approval of CCNG. matters are not cured prior to the Closing Date, LCRA shall have the right to either (1) enforce this ARTICLE VII Agreement by specific performance, injunction, or similar remedy; or (2) waive such title matters and TITLE MATTERS AND REVIEW PERIOD to Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions." proceed7.01. Prior to any Closing, CCNG shall provide LCRA with a legal description and survey of LCRA may exercise its powers of eminent domain to correct any Permitted Exceptions. all interests in real property to be transferred at the Closing to LCRA by virtue of this Agreement, As soon as reasonably practical after Closing, CCNG shall furnish LCRA, including7.05. all fee titlePolicy. Title in property and all easements and rights of way which provide access to the Interests LCRA's at be to sole cost and expense, with an Owner's Policy of Title Insurance issued by the Title Company Acquired. on the standard 7.02. Anyform in use in the State of Texas, insuring good and indefeasible title to the Insured personal property to be transferred shall be transferred by Bill of Sale and Property in the LCRA, subject only to the Permitted Exceptions and the standard printed exceptions, Assignment free of liens and encumbrances other than those which do not materially impair the value of except at LCRA's sole cost, expense, and option, the exception relating to discrepancies, conflicts or the Interests to be Acquired, or LCRA's intended use, with a covenant on the part of CCNG that it is the shortages in area or boundary lines, or any encroachments or protrusions or any overlapping of lawful owner and has a lawful right to transfer and deliver such property. improvements shall be modified to delete such exception. All exceptions, conditions or requirements 7.03. The Contracts included within or pertaining to the Interests to be Acquired shall be trans- described in Schedule C of the Title Commitment shall be released and/or satisfied prior to or at Closing ferred subject to the terms and conditions upon which they were acquired and are now held by CCNG. and such items and requirements shall not be exceptions to the Owner's Policy of Title Insurance to be 7.04. Title Commitment Review. At least forty (40) days prior to any Closing Date, CCNG, provided by CCNG. at LCRA's sole cost and expense, shall furnish to LCRA and LCRA's counsel a current commitment 7.06. Review Items. On or prior to the thirtieth (30th) day before any Closing Date, CCNG ("Title Commitment") for the issuance of an Owner's Policy of Title Insurance to LCRA from a title shall make available for reasonable inspection and copying (at LCRA's expense) by LCRA during normal company approved by LCRA (the "Title Company"), insuring such portions of the Interests to be

#13948v9 15 #13948v9 14 Acquired as may be real property or interests (collectively, the "Insured Property") for an amount equal working hours in Austin, Texas, the following (the "Review Items"): to the portion of the reimbursement related to the Insured Property together with good legible copies of (a) to the extent same are reasonably available or in CCNG's possession, copies of all non- all documents constituting exceptions to CCNG's title as reflected in the Title Commitment and a attorney client privileged construction records, subcontractor and vendor records, manufacturer records, current survey of the Insured Property (the "Survey"). LCRA shall have until thirty (30) days after maintenance records, deeds, easements, licenses, permits, certificates, soil reports, and engineering receipt of the Title Commitment and Survey to review the Title Commitment and Survey and to deliver reports (including, without limitation, endangered species, environmental and governmental inspection to CCNG in writing such objections as LCRA may have to anything contained or set forth in the Title reports) of CCNG related to the construction, ownership or operation of the Interests to be Acquired; Commitment and Survey, provided, however, LCRA shall not have the right to object to those and easements, restrictive covenants or other exceptions reflected in "Exhibit 7.04," attached hereto, that (b) to the extent same are reasonably available or in CCNG's possession, a list of all insurance were of record as of the date of this Agreement, or other easements, restrictive covenants or other policies covering or affecting the Interests to be Acquired, both casualty and liability, together with exceptions that do not materially interfere with LCRA' s use of the Interests to be Acquired as copies of such policies; contemplated by this Agreement. Any items to which LCRA does not have the right to object and any (c) environmental assessments, to the extent any have been performed, pertaining to the Interests other items to which LCRA does not object by the end of said thirty (30) days shall be deemed to be to be Acquired; "Permitted Exceptions" (herein so called). As to items to which LCRA makes objections, CCNG shall (d) certified copies of all permits from the Commission, Travis County, or any other have an obligation to cooperate with LCRA to effectuate the cure of such objections. In the event such governmental agency with regulatory authority over the Subdivision and/or the Interests to be Acquired, matters are not cured prior to the Closing Date, LCRA shall have the right to either (1) enforce this together with valid assignments from the current holders to LCRA to the extent reasonably required; Agreement by specific performance, injunction, or similar remedy; or (2) waive such title matters and (e) copies of all Contracts related to the Closing; and, proceed to Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions." (f) such other relevant matters as LCRA may reasonably request. LCRA may exercise its powers of eminent domain to correct any Permitted Exceptions. 7.07. Representations and Warranties. 7.05. Title Policy. As soon as reasonably practical after Closing, CCNG shall furnish LCRA, (a) CCNG's Representations. By the execution of this Agreement and again by execution of any at LCRA's sole cost and expense, with an Owner's Policy of Title Insurance issued by the Title Company instruments of conveyance, transfer or assignment at any Closing, CCNG, except to the extent on the standard form in use in the State of Texas, insuring good and indefeasible title to the Insured specifically disclosed at time of Closing, represents and warrants to LCRA that: Property in the LCRA, subject only to the Permitted Exceptions and the standard printed exceptions, (1) The execution, delivery and performance of this Agreement has been (or by Closing except at LCRA's sole cost, expense, and option, the exception relating to discrepancies, conflicts or Date will have been) duly authorized by all necessary action on the part of CCNG, and the shortages in area or boundary lines, or any encroachments or protrusions or any overlapping of person executing this Agreement on behalf of CCNG has the full authority to do so; improvements shall be modified to delete such exception. All exceptions, conditions or requirements (2) This Agreement does not contravene any law or any governmental rule, regulation described in Schedule C of the Title Commitment shall be released and/or satisfied prior to or at Closing or order applicable to CCNG; and such items and requirements shall not be exceptions to the Owner's Policy of Title Insurance to be (3) The execution, delivery and performance of this Agreement does not contravene the provided by CCNG. provision of or constitute a default under the terms of any indenture, mortgage, contract, 7.06. Review Items. On or prior to the thirtieth (30th) day before any Closing Date, CCNG resolution or other instrument to which CCNG is a party or by which CCNG is bound; and, shall make available for reasonable inspection and copying (at LCRA's expense) by LCRA during normal (4) Except as previously made known to LCRA in writing prior to Closing, and to the best of CCNG's knowledge after due inquiry, there are no actions, suits, inquiries, or

#13948v9 15 #13948v9 16 proceedings pending or to the knowledge of officials of CCNG threatened against or affecting working hours in Austin, Texas, the following (the "Review Items"): CCNG before any court or administrative body or agency which would materially adversely (a) to the extent same are reasonably available or in CCNG's possession, copies of all non- affect the execution, delivery, or performance by CCNG of this Agreement. attorney client privileged construction records, subcontractor and vendor records, manufacturer records, (b) CCNG's. Representations for the Interests to be Acquired. In the execution of any maintenance records, deeds, easements, licenses, permits, certificates, soil reports, and engineering instruments of conveyance, transfer or assignment of the Interests to be Acquired at any Closing, CCNG, reports (including, without limitation, endangered species, environmental and governmental inspection except to the extent specifically set forth in written appendices to such instruments of conveyance, reports) of CCNG related to the construction, ownership or operation of the Interests to be Acquired; transfer or assignment, shall represent and warrant to the LCRA that, to the best of CCNG's knowledge: and (1) there are no defects, impairments, impediments, defaults, breaches, encumbrances or (b) to the extent same are reasonably available or in CCNG's possession, a list of all insurance other similar problems with respect to (i) the quality, layout or physical condition or state of policies covering or affecting the Interests to be Acquired, both casualty and liability, together with repair of the Interests to be Acquired, (ii) the location of the Interests to be Acquired in any copies of such policies; flood plain, flood way or special flood hazard area, (iii) compliance by CCNG and/or other (c) environmental assessments, to the extent any have been performed, pertaining to the Interests parties in relation to the Interests to be Acquired with any laws, rules, ordinances, or regulations to be Acquired; of any applicable governmental authority, including zoning and other land use regulations, (iv) (d) certified copies of all permits from the Commission, Travis County, or any other CCNG's compliance with any environmental protection, pollution or related land use laws, rules, governmental agency with regulatory authority over the Subdivision and/or the Interests to be Acquired, regulations, orders or requirements, including, but not limited to, those pertaining to the use, together with valid assignments from the current holders to LCRA to the extent reasonably required; handling, generating, treating, storing or disposing of any hazardous waste, hazardous (e) copies of all Contracts related to the Closing; and, substances, petroleum product storage tanks or asbestos, those pertaining to public drinking (f) such other relevant matters as LCRA may reasonably request. water systems or utilities and those pertaining to protection of endangered or threatened species; 7.07. Representations and Warranties. and (v) there are no liens, claims or encumbrances affecting the real or personal property or (a) CCNG's Representations. By the execution of this Agreement and again by execution of any interests therein comprising any portion of the Interests to be Acquired that would materially instruments of conveyance, transfer or assignment at any Closing, CCNG, except to the extent impair the value of the property or LCRA's intended use of the property; and, specifically disclosed at time of Closing, represents and warrants to LCRA that: (2) CCNG at its own expense has obtained all necessary governmental authorizations to (1) The execution, delivery and performance of this Agreement has been (or by Closing convey, transfer or assign the Interests to be Acquired, including, but not limited to, transfer of Date will have been) duly authorized by all necessary action on the part of CCNG, and the any permits or Contracts currently held by CCNG to LCRA. person executing this Agreement on behalf of CCNG has the full authority to do so; The provisions contained in this paragraph shall be contained in any instruments of conveyance, transfer (2) This Agreement does not contravene any law or any governmental rule, regulation or assignment at Closing, and shall survive delivery of this Agreement and delivery of any instruments of or order applicable to CCNG; conveyance, transfer or assignment at Closing. (3) The execution, delivery and performance of this Agreement does not contravene the (c) LCRA's Representations. LCRA represents and warrants to CCNG as follows: provision of or constitute a default under the terms of any indenture, mortgage, contract, (1) LCRA is a political subdivision of the State of Texas duly created by and validly resolution or other instrument to which CCNG is a party or by which CCNG is bound; and, operating under and pursuant to the provisions of Chapter 74, Acts of the Texas Legislature, (4) Except as previously made known to LCRA in writing prior to Closing, and to the Regular Session, 1975, as amended, and has the requisite power and authority to take all best of CCNG's knowledge after due inquiry, there are no actions, suits, inquiries, or

#13948v9 17 #13948v9 16 proceedings necessary actionpending or to the knowledge of officials of CCNG threatened against or affecting to authorize the purchase of the Interests to be Acquired from CCNG and to CCNG execute and deliver court before any or administrative body or agency which would materially adversely this Agreement and to perform all obligations; affect the execution, delivery, or performance by CCNG of this Agreement. (2) the execution, delivery and performance of this Agreement has been (or by the (b) CCNG's. Closing Representations for the Interests to be Acquired. In the execution of any Date will have been) duly authorized by all necessary action on the part of LCRA; instruments of conveyance, transfer or assignment of the Interests to be Acquired at any Closing, CCNG, (3) this Agreement does not contravene any law or any governmental rule, regulation or except to order applicable to LCRA; forth in written appendices to such instruments of conveyance, the extent specifically set transfer or assignment, shall represent and warrant to the LCRA that, to the best of CCNG' s knowledge: (4) the execution, delivery and performance of this Agreement does not contravene the (1) there provisions of orare no defects, impairments, impediments, defaults, breaches, encumbrances or constitute a default under, the terms of any indenture, mortgage, contract, other similar resolution, or problems with respect to (i) the quality, layout or physical condition or state of other instrument to which LCRA is a party or by which LCRA is bound. repair of the Interests to be Acquired, (ii) the location of the Interests to be Acquired in any ARTICLE 'VIII flood plain, flood way or special flood hazard area, (iii) compliance by CCNG and/or other CLOSINGS parties 8.01. inAll relation to the Interests to be Acquired with any laws, rules, ordinances, or regulations Closings contemplated by this Agreement shall take place at such locations to be mutuallyofagreed any applicable governmental authority, including zoning and other land use regulations, (iv) upon by the Parties. CCNG's compliance with any environmental protection, pollution or related land use laws, rules, 8.02. The obligation of CCNG to convey the Interests to be Acquired to LCRA is subject to regulations, orders or requirements, including, but not limited to, those pertaining to the use, the fulfillment, prior to or at Closing, of each of the following conditions or the waiver of such conditions handling, generating, treating, storing or disposing of any hazardous waste, hazardous by CCNG: substances, petroleum product storage tanks or asbestos, those pertaining to public drinking (a) CCNG shall not have discovered any material error or omission in the representations or water systems or utilities and those pertaining to protection of endangered or threatened species; warranties made by LCRA; and (v) there are no liens, claims or encumbrances affecting the real or personal property or (b) LCRA shall have delivered to CCNG a certificate, dated the Closing Date, of an Officer of interests therein comprising any portion of the Interests to be Acquired that would materially LCRA, confirming the accuracy in all material respects and as of the Closing Date, of all the impair the value of the property or LCRA's intended use of the property; and, representations and warranties made by LCRA in this Agreement; provided that to the extent applicable, (2) CCNG at its own expense has obtained all necessary governmental authorizations to such certificate may include therein any exceptions or qualifications necessary to make such convey, transfer or assign the Interests to be Acquired, including, but not limited to, transfer of representations and warranties accurate in all material respects as of the Closing Date; provided further, any permits or Contracts currently held by CCNG to LCRA. however, that in the event such certificate sets forth any such exception or qualification materially The provisions contained in this paragraph shall be contained in any instruments of conveyance, transfer affecting the rights of CCNG under this Agreement in respect of the Interests to be Acquired at the or assignment at Closing, and shall survive delivery of this Agreement and delivery of any instruments of Closing, including, without limitation, any qualification or limitation arising out of or related to any conveyance, transfer or assignment at Closing. action, suit, inquiry or proceeding affecting the System not previously disclosed to CCNG, this condition (c) LCRA' s Representations. LCRA represents and warrants to CCNG as follows: to Closing shall not be deemed to have been fulfilled, unless waived by CCNG at or prior to Closing; and (1) LCRA is a political subdivision of the State of Texas duly created by and validly (c) LCRA shall have performed and complied with all agreements, covenants, and conditions operating under and pursuant to the provisions of Chapter 74, Acts of the Texas Legislature, required by this Agreement to be performed or complied with by it prior to or at Closing. Regular Session, 1975, as amended, and has the requisite power and authority to take all

#13948v9 17 #13948v9 18

vot 8.03. The obligation necessary of LCRAthe action to authorize to make purchase payments the of to CCNG the Interests be made Acquiredtofrom to be required CCNG pursuant and to X of this to Articleexecute deliver thisisAgreement andAgreement to performprior andfulfillment, subject to the to or at Closing, of each of the following all obligations; waiver conditions, or the(2) the execution, LCRA: deliverybyand of such conditions performance of this Agreement has been (or by the (a) ThereDate Closing be any not have shallwill been) duly error material or omission authorized in the representati by all necessary action on warranties theorpart ons made by of LCRA; CCNG; (3) this Agreement does not contravene any law or any governmental rule, regulation or (b) CCNG order shall have applicable delivered to LCRA a certificate, dated as of the Closing Date, of an officer to LCRA; of CCNG, confirming the accuracy (4) the execution, delivery material in alland performance this as of and respects of the Closing Agreement Date, does not of all the contravene the representati ons and warranties provisions of or constitute CCNGunder, made abydefault Agreement in this the ; provided terms of that to the any indenture, extent applicable, mortgage, contract, such certificate mayorinclude resolution, any exceptions other instrument or qualificatio to which necessary LCRA is ansparty to make or by which LCRA is bound. ons and such representati

VIII Date; provided further, however, that in the as of the Closing warranties accurate in all material respectsARTICLE event such certificate sets forth any such exception or qualification affecting the Interests to be Acquired, CLOSINGS including, without 8.01. limitation, All Closings contemplated or limitation by nthis any qualificatio Agreement shallout arising take or related ofplace to any at such locations suit, action, to be proceeding mutuallyoragreed inquiry affecting upon by the System not previously disclosed to LCRA, this condition to Closing the Parties. be deemed shall not8.02. to have been The obligation fulfilled,tounless of CCNG conveywaived by LCRAtoatbe the Interests prior to Closing; orAcquired to LCRA is subject to (c) CCNG the fulfillment, to orhave priorshall performed at Closing, of eachandofcomplied with all the following agreements conditions , covenants or the suchconditions waiver of and conditions required by CCNG: by this Agreement to be performed or complied with by it prior to or at Closing. (a) notpersonal sale for bill of shall (d) aCCNG have discovered accordance property inany errorSection materialwith 7.02; and, or omission in the representations or a general (e)made warranties warranty deed, subject to the Permitted Exceptions, conveying all real property and by LCRA; therein interests(b) LCRA to be conveyed shall have delivered toAgreement. under this CCNG a certificate, dated the Closing Date, of an Officer of be adjusted shallDate, or LCRA,8.04. Adjustmen confirming the ts and Prorations accuracy . At Closing, in all material as of theitems andfollowing respects the Closing of all the prorated between representations andCCNG and LCRA: warranties made by LCRA in this Agreement; provided that to the extent applicable, (a) CCNGmay such certificate shallinclude therein in pay to LCRA, cash any at Closing,orthe exceptions qualifications sums, if any, amount of anynecessary prepaid to make by such the provisions any transferred ofClosing Contracts, and representations CCNG third parties to and warranties by CCNG and heldaccurate in all materialtorespects pursuant as of the Date; provided further, LCRA assumes however, theliabilities that inall event suchandcertificate forforth obligationssets suchand amounts such any will execute exception or qualification notices of and delivermaterially

theassumption transfer and affecting to all such rights of CCNG under thisparties. third LCRAinshall Agreement pay CCNG, respect in cash attoClosing, of the Interests the amount be Acquired at the of any sums, Closing, including, prepaid by if any, without limitation, third CCNG toany parties pursuant qualification to the provisions or limitation of any arising out of the of or transferred related to any contracts. action, suit, inquiry or proceeding affecting the System not previously disclosed to CCNG, this condition be erroneous, to Closing(b)shall be deemed pursuant notadjustments If any to this to have been fulfilled, waived by to are, subsequent Sectionunless Closing, CCNG prior to at orfound to Closing; and Party for such the othercovenants, additional then either Party who (c) LCRA entitled shallishave to additional performed and complied with invoice monies shall all agreements, and conditions amountsbyasthis required may be owing, Agreement toand such amount be performed or complied paidby shall bewith within it prior or atdays tento(10) from receipt of the Closing. invoice. This covenant shall not merge with the instruments of conveyance, transfer or assignment to be

#13948v9 #13948v9 19 18

pkt delivered8.03. The obligation hereunder of LCRA but shall survive to make the payments to CCNG required to be made pursuant the Closing. to Article X of 8.05. this Agreement Possessi is subject on. Possessio to the n of the Interests fulfillment, to prior to or at Closing, be Acquired of eachClosing at a particular shall be of the following conditions, delivered or the waiver to LCRA by CCNG of such conditions at the Closing. by LCRA: (a) There 8.06. shall gnot Reportin be any material Person. Each oferror CCNGor omission and LCRAin the designates the representations hereby or warranties made as Title Company by

"Reporting Person" as such term is utilized in Section 6045 of the Code and regulations thereunder. CCNG; the (b) CCNG CCNG agrees shall have to provide the delivered to LCRA Title Company a certificate, with datedon such informati as as of may the Closing Date, for be required of an Title theofficer of CCNG,toconfirming Company file a Form the 1099accuracy or other in all material required respectstoand form relative the as of thewith Closing the Internal Closing Date, ofRevenue all the representations Service. A copyand of warranties made1099 the filed Form by CCNG in this or other Agreement; filed form shallprovided be provided extentand CCNG that totothe LCRA applicable, such certificate simultane mayits ously with include being any exceptions provided to the or qualifications Internal Revenuenecessary Service. to make such representations and warranties 8.07.accurate Costs in andallExpense material s.respects as of and All costs the Closing expensesDate; providednfurther, in connectio Agreeme however, with this nt shall, that in the event such except certificateexpressly as otherwise sets forth provided any such ,exception be borne orbyqualification CCNG and affecting LCRA inthe mannertoinbe theInterests which such Acquired, including, costs without limitation, and expenses are customaranyilyqualification or limitation allocated between arising the parties at out of or related closings or sale to any action, of the purchase of suit, inquiry real or proceeding property affecting in the Austin, Texasthe System not previously disclosed to LCRA, this condition to Closing area. shall not be deemed to have been fulfilled, unless ARTICL waived E IXby LCRA at or prior to Closing; (c) CCNG shall have G CLOSIN performed DATE AND and complied with allGagreements, RISKS PENDIN CLOSINGcovenants and conditions required9.01. by thisCCNG Agreement to be agrees thatperformed from the or complied date with by itntprior of this Agreeme to or to the Closing Date under this at Closing. final

Agreeme nt,aCCNG (d) bill of sale willfor notpersonal property enter into in accordance contracts with in connectio Section n with 7.02; and,ion or operation of the the construct

Interests(e) to abegeneral warranty Acquired deed, without the subject approvaltoof theLCRA, Permitted Exceptions, or which can be conveying terminatedall realnot upon more than property and interests thirty (30)therein to be conveyed days written underLCRA notice, unless this Agreement. is in default under this Agreement. 8.04. 9.02. Adjustments and Date If at any Closing Prorations. At Closing, there is pending theany before following court oritems shallrative administ be adjusted of agency or prorated between competen CCNG t jurisdictio and n, any LCRA: g challenging the legal right of either CCNG or LCRA to make and proceedin perform(a) thisCCNG shallnt,pay Agreeme to LCRA, CCNG in cash and LCRA at Closing, respectiv the amount ely, shall of right, have the any sums, at anyif time any, prior to the prepaid by third parties Closing Date,totoCCNG suspendandand held by CCNG postpone the pursuant consummtoation the provisions of anynttransferred of this Agreeme shall have Contracts, until such right and LCRA assumesbyalla liabilities been sustained and obligations final judgment of a court offor such amounts competen andn.will execute and deliver notices of t jurisdictio transfer 9.03. and assumption to all such CCNG agrees that third until parties. ClosingLCRA on theshall pay CCNG, Interests in cash at to be Acquired Closing, , CCNG themaintain will amount of any sums, insurance onifthose any, Interests prepaid byto CCNG to third be Acquired parties that have pursuant to the not already provisions been conveyedoftoany of theIn LCRA. transferred the event

that between the date hereof and the Closing any part, whether substantial or minor, of the Interests to be contracts. If any (b)shall beadjustments destroyed orpursuant renderedtouseless this Section by fire,are, subsequent flood, wind, ortoother Closing, foundLCRA casualty, to be shall erroneous, not be Acquired then either released Party from its who is entitled obligation to additional s hereunder monies ; provided, shall that however, invoice as tothe anyother suchParty forofsuch portion the additional Interests to amounts as may be Acquired be owing, so damaged orand such amount destroyed , which shall benot loss is paid within fully ten (10) covered days from by insurance receipt, of proceeds the which invoice. This covenant shall not merge with the instruments of conveyance, transfer or assignment to be

#13948v9 #13948v9 19 20 proceeds shall be used to delivered hereunder but shallmake repairs survive and replacements for such damaged or destroyed facilities, CCNG the Closing. shall make repairs and replacements to restore the Interests to be Acquired to their prior condition_ 8.05. Possession. Possession of the Interests to be Acquired at a particular Closing shall be delivered to LCRA by CCNG at the Closing. ARTICLE X LCRA'S AGREEM 8.06. Reporting Person. Each ofENT CCNGTO and PAY FOR hereby LCRA FACILIT IES designates the Title Company as 10.01. Regional Facilities. the "Reporting Person" as such term isLCRA shall utilized fund the6045 in Section costsofofthe theCode Regional Facilities asthereunder. and regulations set forth in section 4.05. CCNG agrees to provide the Title Company with such information as may be required for the Title 10.02. Internal Facilities. LCRA shall reimburse CCNG for its "Reimbursable Costs" — which Company to file a Form 1099 or other required form relative to the Closing with the Internal Revenue term means all planning, design, Service. A copy of the filed Formengineerin g, constructi 1099 or other on, permitting filed form , legal, engineerin shall be provided to CCNG g, and interest, LCRA and other costs and fees reasonably incurred and related to the construction of the facilities and to the extent simultaneously with its being provided to the Internal Revenue Service. permitted according to Commission regulations for municipal utility district financing of similar facilities 8.07. Costs and Expenses. All costs and expenses in connection with this Agreement shall, (see Texas Administrative Code, title 30, chapter 293) — in accordance with the following schedules: except as otherwise expressly provided, be borne by CCNG and LCRA in the manner in which such (a) the LCRA will reimburse CCNG for seventy percent (70%) of CCNG's Reimbursable Costs costs and expenses are customarily allocated between the parties at closings of the purchase or sale of related to a particular phase of the Internal Facilities on the Closing Date on which such Internal Facilities real property in the Austin, Texas area. are conveyed, transferred and/or assigned to the LCRA; and, ARTICLE IX (b) LCRA will reimburse CCNG for the remaining thirty percent (30%) of CCNG's CLOSING DATE AND RISKS PENDING CLOSING Reimbursable Costs related to the same phase of the Internal Facilities within thirty (30) days, following 9.01. CCNG agrees that from the date of this Agreement to the final Closing Date under this an annual review of final tax appraisal values when both of the following have occurred: Agreement, CCNG will not enter into contracts in connection with the construction or operation of the (i) the CCNG Tract has an appraised value of land and improvements thereon equal to Interests to be Acquired without the approval of LCRA, or which can be terminated upon not more than at least ten times the amount of capital expenditures made by LCRA for the design, engineering, thirty (30) days written notice, unless LCRA is in default under this Agreement. permitting, construction and/or acquisition of those portions on a prorata basis of the Regional 9.02. If at any Closing Date there is pending before any court or administrative agency of Facilities and the Internal Facilities necessary to serve the CCNG Tract (this appraised value to competent jurisdiction, any proceeding challenging the legal right of either CCNG or LCRA to make and capital expenditures ratio is intended to correlate to the ten-to-one assessed value to debt ratio perform this Agreement, CCNG and LCRA respectively, shall have the right, at any time prior to the contemplated by the Texas Administrative Code, title 30, section 293.47(a)(l)); and, Closing Date, to suspend and postpone the consummation of this Agreement until such right shall have (ti) eighty percent (80%) of all living unit equivalents ("LUEs") projected to be served been sustained by a final judgment of a court of competent jurisdiction. by any previously constructed phases of the Treated Water Distribution System and the 9.03. CCNG agrees that until Closing on the Interests to be Acquired, CCNG will maintain Wastewater Collection Facilities, purchased insurance on those Interests to be Acquired that havefrom CCNG been not already by the LCRA, have conveyed connected to LCRA. In thetoevent the System and are receiving retail water and wastewater service from the LCRA. that between the date hereof and the Closing any part, whether substantial or minor, of the Interests to be For purposes of determining the appraised value of the land and improvements on the CCNG Tract, the Acquired shall be destroyed or rendered useless by fire, flood, wind, or other casualty, LCRA shall not be LCRA will review annually the final tax appraisal values issued for the CCNG Tract by the tax appraisal released from its obligations hereunder; provided, however, that as to any such portion of the Interests to authority with jurisdiction over the CCNG Tract. Subject to the foregoing, LCRA also will pay to be Acquired so damaged or destroyed, which loss is not fully covered by insurance proceeds, which CCNG interest that accrues on the remaining thirty percent (30%) of CCNG's Reimbursable Costs

#13948v9 21 #13948v9 20 proceeds shall be used to make repairs and replacements for such damaged or destroyed facilities, Interna CCNG l Faciliti es relating to the Internal Facilities between the date of payment by CCNG for the same shall make repairs and replacements to restore the Interests to be Acquired to their prior forcondition. more than two and the date of LCRA' s final reimbursement to CCNG. Such interest shall not accrue ARTICLE X Administrative Code, years and will be set at a percentage rate determined in accordance with the Texas LCRA'S AGREEMENT TO PAY FOR FACILITIES lower of LCRA' s title 30, Section 293.50, using as a standard for determining an interest rate, the 10.01. Regional Facilities. LCRA shall fund the costs of the Regional Facilities as setshed a rate establi forthinin borrowing costs on its most recent issuance of long-term debt for its system or section 4.05. es by a comparably connection with the most recent sale of district bonds for comparable faciliti 10.02. Internal Facilities. LCRA shall reimburse CCNG for its "Reimbursable Costs" — which developed district in Travis County, Texas as of the date of such reimbursement. term means all planning, design, engineering, ARTICconstruction, LE XI permitting, legal, engineering, interest, and other costs and fees reasonably incurred and related to the construction of the facilities and to the extent UTILITY SERVICES TO THE CCNG TRACT permitted according to Commission regulations for municipal utility district financing of similaretion facilities of I1.01. Retail Treated Water and Wastewater Services. Following the compl (see Texas Administrative Code, title 30, chapter 293) — in accordance with the following schedules: es and the Internal construction on and, if appropriate, the conveyance by CCNG of the Regional Faciliti (a) the LCRA will reimburse CCNG for seventy percent (70%) of CCNG'sprovide Reimbursable Costs retail treated Facilities to LCRA, LCRA shall use the Regional Facilities and Internal Facilities to related to a particular phase of the Internal Facilities on the Closing Date on which such Internal Facilities water and wastewater services to customers on the CCNG Tract. are conveyed, transferred and/or assigned to the LCRA; and, ry permits (a) Permitting. As described in Section 11.01(b) below, LCRA shall seek all necessa (b) LCRA will reimburse CCNG for the remaining thirty percent (30%)s of CCNG's to custom ers from governmental authorities to provide retail treated water and wastewater service Reimbursable Costs related to the same phase of the Internal Facilities within thirty (30)r asdays, following necessa ry for located on the CCNG Tract, and CCNG and LCRA will cooperate with one anothe an annual review of final tax appraisal values when both of the following have occurred: ary engineering LCRA to secure such permits. CCNG's designated engineer shall prepare all necess (i) the CCNG Tract has an appraised value of land and improvements thereon equal for harge permit to information to allow LCRA to file an application with the Commission for a no-disc at least ten times the amount of capital expenditures made by LCRA for the and design, LCRAengineering, shall file operation of the Regional Wastewater Treatment Plant and the Effluent Pond(s), permitting, construction and/or acquisition of those portions on a prorata basis of ofthe all Regional necessary such application for a no-discharge permit within ten (10) business days of the receipt Facilities and the Internal Facilities necessary to serve the CCNG Tract (this tlyappraised value tory take all necessa engineering information from CCNG's designated engineer. LCRA shall diligen capital expenditures ratio is intended to correlate to the ten-to-one assessed is value to debt admini ratioly strative steps within its power to ensure that the application for a no-discharge permit contemplated by the Texas Administrative Code, title 30, section 293 .47(a)(1)); and,coordinate in es will complete within five months of the initial filing. LCRA, CCNG, and their designe (ii) eighty percent (80%) of all living unit equivalents ("LUEs") projected to bethat thereto served may good faith to diligently pursue the no-discharge permit and to meet any deadlines related by any previously constructed phases of the Treated Water Distribution System entered intoand the a letter be set by the Commission. LCRA acknowledges that CCNG has previously Wastewater Collection Facilities, purchased from CCNG by the LCRA, have , a connected copy of whichto theis agreement with the City of Austin concerning permit conditions (City Letter) System and are receiving retail water and wastewater service from the LCRA. Letter into the permit attached as Exhibit 11.01(a). LCRA shall incorporate the provisions of the City For purposes of determining the appraised value of the land and improvements on the CCNG Tract, the application. LCRA will review annually the final tax appraisal values issued for the CCNG Tract by the tax s")appraisal from the (b) Certificates. LCRA will seek certificates of convenience and necessity ("CCN authority with jurisdiction over the CCNG Tract. Subject to the foregoing, LCRATract, also will pay to the Boothe Commission to provide retail treated water and wastewater services to the CCNG CCNG interest that accrues on the remaining thirty percent (30%) of CCNG's Reimbursable as necessaCosts ry for Tract, and the Village of Bee Cave. CCNG and LCRA shall cooperate with one another

#13948v9 21 #13948v9 22 LCRA to secure such CCNs. So long as LCRA is not in material breach of this Agreement, neither relating to the Internal Facilities between the date of payment by CCNG for the same Internal Facilities CCNG nor the municipal utility districts ("MUDs") created on the CCNG Tract or Boothe Tract shall and the date of LCRA's final reimbursement to CCNG. Such interest shall not accrue for more than two provide retail water or wastewater services; provided, however CCNG years and will be set at a percentage rate determined in accordance with the may pursue Texas the creationCode, Administrative of and use of one or more MUDs for the purpose of financing drainage, water quality, endangered species costs title 30, Section 293.50, using as a standard for determining an interest rate, the lower of LCRA's or any other costs allowed by the Commission. In addition to the foregoing purpose, the MUDs shall borrowing costs on its most recent issuance of long-term debt for its system or a rate established in have the right to vote bonds to issue debt for water and wastewater improvements but shall provide such connection with the most recent sale of district bonds for comparable facilities by a comparably services only on the conditions set forth in Section 11.01(c) below. developed district in Travis County, Texas as of the date of such reimbursement. (c) CCNG and/or MUDs Authority to Cure. If LCRA is in defau lt of this Agreement by (i) ARTICLE XI failing to timely and fully pay for, or reimburse the cost of, the construction or acquisition of any UTILITY SERVICES TO THE CCNG TRACT Regional Facilities or Internal Facilities, (ii) failing to provide water or wastewater service to the CCNG 11.01. Retail Treated Water and Wastewater Services. Following the completion of Tract or the Boothe Tract, or (iii) failing to perform any other obliga tion or condition, then CCNG may construction on and, if appropriate, the conveyance by CCNG of the Regional Facilities and the Internal provide written notice of such default to LCRA specifying the particu lar facts demonstrating the default. Facilities to LCRA, LCRA shall use the Regional Facilities and Internal Facilities to provide retail treated LCRA shall have thirty (30) days after receiving such notice to advise CCNG of LCRA's proposed water and wastewater services to customers on the CCNG Tract. actions, consistent with LCRA's obligations under this Agreement, to cure the default and to initiate (a) Permitting. As described in Section 11.01(b) below, LCRA shall seek all necessary permits action. LCRA shall have a period of sixty (60) days to cure the default. If LCRA does not cure the from governmental authorities to provide retail treated water and wastewater services to customers default within that time period, then CCNG or the MUDs may under take located on the CCNG Tract, and CCNG and LCRA will cooperate with any onecurati ve action another s on behalf as necessary for of LCRA. Any costs incurred by CCNG or the MUDs, including but not limited to engineering fees, LCRA to secure such permits. CCNG's designated engineer shall prepare all necessary engineering construction costs, attorney's fees or other legal or administrative fees, in implementing such curative information to allow LCRA to file an application with the Commission for a no-discharge permit for actions shall be fully reimbursed by LCRA within thirty (30) days after notice from CCNG or the MUDs; operation of the Regional Wastewater Treatment Plant and the Effluent Pond(s), and LCRA shall file LCRA shall pay CCNG interest at a rate determined in accordance with sectio 10.02(b) on any such such application for a no-discharge permit within ten (10) business days of the nreceipt of all necessary reimbursement amounts that it fails to pay CCNG within thirty (30) days after notice from CCNG or the engineering information from CCNG's designated engineer. LCRA shall diligently take all necessary MUDs. If LCRA's default relates to the provision of water or waste water service to the CCNG Tract or steps within its power to ensure that the application for a no-discharge permit is administratively the Boothe Tract, and LCRA fails following notice to cure the default CCNG or the MUDs may complete within five months of the initial filing. LCRA, CCNG, and their designees will coordinate in undertake the actions reasonably necessary to cure the default and enable the MUDs to provide water or good faith to diligently pursue the no-discharge permit and to meet any deadlines related thereto that may wastewater services to the CCNG Tract and Boothe Tract on behalf of LCRA. LCRA shall cooperate be set by the Commission. LCRA acknowledges that CCNG has previously entered into a letter with CCNG or the MUDs to obtain all necessary permits or rights to allow CCNG or the MUDs to agreement with the City of Austin concerning permit conditions (City Letter), a copy of which is undertake the actions necessary to cure the default, and provide water and/or wastewater service if attached as Exhibit 11.01(a). LCRA shall incorporate the provisions of the City Letter into the permit necessary to cure the default. In addition, LCRA shall at all times cooperate in good faith with CCNG application. and/or the MUDs to ensure that uninterrupted service is provided in a cost-effective manner. Except as (b) Certificates. LCRA will seek certificates of convenience and necessity ("CCNs") from the provided in this section 11.01(c), the MUDs shall not provide water or Commission to provide retail treated water and wastewater services towaste water servic the CCNG e, the Tract, provid ed, Boothe however, the MUDs may be created with appropriate powers and may conduct elections for the purpose Tract, and the Village of Bee Cave. CCNG and LCRA shall cooperate with one another as necessary for

#13948v9 23 #13948v9 22 LCRA to secure such CCNs. So long as LCRA is not in material breach of this Agreement, neither ct, acquire of obtaining approval for the issuance of bonds by the MUDs to allow the MUDs to constru CCNG nor the municipal utility districts ("MUDs") created on the CCNG Tract or Boothe nceTract withshall its or operate water or wastewater facilities in the event this Agreement is terminated in accorda provide retail water or wastewater services; provided, however CCNG may pursue the creation of and terms or by the operation of law or LCRA defaults as contemplated by this paragraph. use of one or more MUDs for the purpose of financing drainage, water quality, endangered species costs of this (d) Approval by MUDs. CCNG will use reasonable efforts to obtain the approval or any other costs allowed by the Commission. In addition to the foregoing purpose, the MUDs or the shall Boothe Agreement by any MUDs created by CCNG over all or any part of the CCNG Tract have the right to vote bonds to issue debt for water and wastewater improvements but shall and provide wastewater such Tract. Such approval shall include agreement by the MUDs to not engage in any water services only on the conditions set forth in Section 11.01(c) below. nce with, activities except to cure uncured material defaults by LCRA as permitted by, and in accorda (c) CCNG and/or MUDs Authority to Cure. If LCRA is in default of this Agreement by (i) section 11.01(c) of this Agreement. failing to timely and fully pay for, or reimburse the cost of, the construction or acquisition LCRA, through its Board of any of 11.02. Rates for Treated Water and Wastewater Services. Regional Facilities or Internal Facilities, (ii) failing to provide water or wastewater service to the CCNG Directors, will set rates for treated water and wastewater services from the System. Tract or the Boothe Tract, or (iii) failing to perform any other obligation or condition, thencompon The CCNGents may (a) Rate Methodology: All rates will be based on costs of providing the service. provide written notice of such default to LCRA specifying the particular facts demonstrating the default. tering the of LCRA's costs are the operating and maintenance expenses of owning, operating and adminis LCRA shall have thirty (30) days after receiving such notice to advise CCNG of LCRA's proposed or acquire the System, the debt repayment for the capital expenditures incurred by LCRA to build actions, consistent with LCRA's obligations under this Agreement, to cure the default and to initiate at favorab le System, and adequate coverage of that debt service to maintain access to capital markets action. LCRA shall have a period of sixty (60) days to cure the default. If LCRA does not).cure 11.02(a LCRA the interest rates in the future. An initial rate schedule for water rates is attached as Exhibit default within that time period, then CCNG or the MUDs may undertake any curative actionsbut onnot behalfto will limit, until such time as all Reimbursable Costs have been paid to CCNG or its assigns of LCRA. Any costs incurred by CCNG or the MUDs, including but not limited to engineering the general fees,and exceed ten years following execution of this Agreement, any proposed increase in construction costs, attorney's fees or other legal or administrative fees, in implementingservices such curative , to an administrative expense component of its cost of service, for both its water and wastewater actions shall be fully reimbursed by LCRA within thirty (30) days after notice from CCNG or the MUDs; constru ction amount not to exceed ten percent of the capital costs (Reimbursable Costs associated with LCRA shall pay CCNG interest at a rate determined in accordance with section 10.02(b) lon any such water and of the System) and direct operating and maintenance expenses related to the regiona reimbursement amounts that it fails to pay CCNG within thirty (30) days after notice from CCNG or the wastewater system. MUDs. If LCRA's default relates to the provision of water or wastewater service toCave, the CCNGLCRA Tract shall or (b) Advisory Committee: Through agreements with the Village of Bee the Boothe Tract, and LCRA fails following notice to cure the default CCNG or the MUDs by the Board may of establish a customer advisory committee ("Advisory Committee") to be appointed undertake the actions reasonably necessary to cure the default and enable the MUDs to provide of, and water provide or Aldermen for the Village of Bee Cave. The Advisory Committee shall receive notice wastewater services to the CCNG Tract and Boothe Tract on behalf of LCRA. LCRA shall ation cooperate of capital input to LCRA regarding, (i) retail rates and rate structures including timing and amortiz with CCNG or the MUDs to obtain all necessary permits or rights to allow CCNGfrom or thetheMUDs System to; expenses proposed and adopted by LCRA for treated water and wastewater service undertake the actions necessary to cure the default, and provide water and/or wastewater aterservice service.if and, (ii) LCRA regulations relating to the manner of providing treated water and wastew necessary to cure the default. In addition, LCRA shall at all times cooperate in good faith bywith the CCNG LCRA The Advisory Committee shall meet at regular intervals with a project official designated and/or the MUDs to ensure that uninterrupted service is provided in a cost-effective manner. tteeExcept shall be as (Project Official") to review the operation of the System. Further, the Advisory Commi provided in this section 11.01(c), the MUDs shall not provide water or wastewater service, 1 of eachprovided, year provided with a draft of each annual budget for the System on or about April however, the MUDs may be created with appropriate powers and may conduct elections for theBoard purpose of (approximately 45 days prior to consideration of the budget for approval by the LCRA

#13948v9 23 #13948v9 24 Directors). During the period prior to submission of the budget to the LCRA Board of Directors, the of obtaining approval for the issuance of bonds by the MUDs to allow the MUDs to construct, acquire Advisory Committee and the LCRA Project Official shall meet in order to discuss and comment upon the or operate water or wastewater facilities in the event this Agreement is terminated in accordance with its proposed budget. In connection with the preparation of the annual budget described above, and at the terms or by the operation of law or LCRA defaults as contemplated by this paragraph. same time, LCRA shall provide to the Advisory Committee each year a detailed summary of the (d) Approval by MUDs. CCNG will use reasonable efforts to obtain the approval of this proposed operations and maintenance plan for the System for the next year, together with a detailed Agreement by any MUDs created by CCNG over all or any part of the CCNG Tract or the Boothe listing of the expected costs for providing such operations and maintenance. Tract. Such approval shall include agreement by the MUDs to not engage in any water and wastewater 11.03. Raw Water and Effluent Services. LCRA will provide raw water and effluent services activities except to cure uncured material defaults by LCRA as permitted by, and in accordance with, to CCNG, its successors and assigns, pursuant to the terms of the Raw Water/Effluent Agreement, section 11.01(c) of this Agreement. which is attached hereto as "Exhibit 11.03." 11.02. Rates for Treated Water and Wastewater Services. LCRA, through its Board of 11.04. Drainage and Other Services. Without limiting its rights under Section 11.01(b), Directors, will set rates for treated water and wastewater services from the System. CCNG may create one or more municipal utility districts ("MUDs") on the CCNG Tract or Boothe (a) Rate Methodology: All rates will be based on costs of providing the service. The components Tract for the purposes of financing drainage facilities, costs related to endangered species protection, of LCRA's costs are the operating and maintenance expenses of owning, operating and administering the parks, street lighting, water quality facilities and operating and maintaining those facilities, as well as for System, the debt repayment for the capital expenditures incurred by LCRA to build or acquire the any other purpose allowed by the Commission, provided, however, that the MUDs shall have the voted System, and adequate coverage of that debt service to maintain access to capital markets at favorable authority to issue debt for water and wastewater improvements and engage in water and wastewater interest rates in the future. An initial rate schedule for water rates is attached as Exhibit 11.02(a). LCRA activities only under the conditions set forth in section 11.01 above. LCRA shall have no obligation with will limit, until such time as all Reimbursable Costs have been paid to CCNG or its assigns but not to regard to such MUDs or the operation or maintenance of drainage, water quality or other MUD facilities exceed ten years following execution of this Agreement, any proposed increase in the general and except that LCRA shall coordinate in good faith with CCNG and the MUDs with regard to the location administrative expense component of its cost of service, for both its water and wastewater services, to an and planning for the drainage, water quality and other MUD facilities. amount not to exceed ten percent of the capital costs (Reimbursable Costs associated with construction 11.05. Survival of Covenants. The covenants contained in this Article shall survive the of the System) and direct operating and maintenance expenses related to the regional water and conveyance, transfer and assignment of the Regional Facilities and Internal Facilities at all Closings and wastewater system. shall continue to bind the LCRA and CCNG. (b) Advisory Committee: Through agreements with the Village of Bee Cave, LCRA shall ARTICLE XII establish a customer advisory committee ("Advisory Committee") to be appointed by the Board of REMEDIES Aldermen for the Village of Bee Cave. The Advisory Committee shall receive notice of, and provide 12.01. LCRA's Remedies. In the event CCNG fails or refuses to timely comply with CCNG's input to LCRA regarding, (i) retail rates and rate structures including timing and amortization of capital obligations or prior to Closing any of CCNG's representations, warranties or covenants contained herein expenses proposed and adopted by LCRA for treated water and wastewater service from the System; are not true or have been breached, LCRA shall have the following remedies: (i) to enforce this and, (ii) LCRA regulations relating to the manner of providing treated water and wastewater service. Agreement by specific performance, injunction, or similar remedy, (ii) to exercise its rights under this The Advisory Committee shall meet at regular intervals with a project official designated by the LCRA Agreement to proceed with construction and installation of the Internal Facilities at its own expense; (Project Official") to review the operation of the System. Further, the Advisory Committee shall be and/or (iii) to waive prior to or at Closing as applicable, the applicable objection or condition and to provided with a draft of each annual budget for the System on or about April 1 of each year (approximately 45 days prior to consideration of the budget for approval by the LCRA Board of

#13948v9 25 #13948v9 24 Directors). During the period prior to submission of the budget to the LCRA Board of Directors, the proceed to close their transaction in accordance with the remaining terms. Advisory Committee and the LCRA Project Official shall meet in order to discuss and comment upon the If, after Closing, LCRA determines that any of CCNG' s representations, warranties or covenants proposed budget. In connection with the preparation of the annual budget described above, and at the which applied to and survived the Closing are not true, then LCRA may avail itself of any remedy at law same time, LCRA shall provide to the Advisory Committee each year a detailed summary of the or in equity to which it may be entitled. proposed operations and maintenance plan for the System for the next year, together with a detailed 12.02. CCNG's Remedies. In the event LCRA fails or refuses to timely comply with LCRA's listing of the expected costs for providing such operations and maintenance. obligations or is unable to do so as a result of LCRA's acts or failure to act, CCNG shall have the 11.03. Raw Water and Effluent Services. LCRA will provide raw water and effluent services following remedies: (i) to enforce this Agreement by writ of mandamus, specific performance, to CCNG, its successors and assigns, pursuant to the terms of the Raw Water/Effluent Agreement, injunction, or any other remedy available at law or in equity in a court of competent jurisdiction including which is attached hereto as "Exhibit 11.03." but not limited to an action for damages, or (ii) to waive prior to or at Closing as applicable, the 11.04. Drainage and Other Services. Without limiting its rights under Section 11.01(b), applicable objection or condition and proceed to carry out this transaction in accordance with the CCNG may create one or more municipal utility districts ("MUDs") on the CCNG Tract or Boothe remaining terms. Tract for the purposes of financing drainage facilities, costs related to endangered species protection, ARTICLE XIII parks, street lighting, water quality facilities and operating and maintaining those facilities, as well as for APPROVALS any other purpose allowed by the Commission, provided, however, that the MUDs shall have the voted 13.01. Whenever the term "approve" or "approval" is used in this Agreement, the party authority to issue debt for water and wastewater improvements and engage in water and wastewater whose approval is required will not unreasonably withhold or delay it. Where approval is necessary, activities only under the conditions set forth in section 11.01 above. LCRA shall have no obligation with the party seeking approval may request approval in writing, and the approving party shall have five regard to such MUDs or the operation or maintenance of drainage, water quality or other MUD facilities (5) business days to provide approval or request modification for the matter subject to approval. If except that LCRA shall coordinate in good faith with CCNG and the MUDs with regard to the location the matter has not been approved, or the parties have not agreed on a modification, after the fifth and planning for the drainage, water quality and other MUD facilities. day on which approval is requested, the parties shall mediate resolution of the matter. Mediation 11.05. Survival of Covenants. The covenants contained in this Article shall survive the shall be conducted within ten (10) business days of the date approval is requested before mediators conveyance, transfer and assignment of the Regional Facilities and Internal Facilities at all Closings and at the Travis County Dispute Resolution Center (hereinafter referred to as the "DRC") or a similar shall continue to bind the LCRA and CCNG. organization should DRC cease to exist, as though it had been referred through the operation of the ARTICLE XII Texas Alternative Dispute Resolution Procedures Act, Title 7, Chapter 154, TEX. CIV. PRAC. & REMEDIES REM. ANN., (Vernon's 1986). The parties shall enter an agreement with the DRC to perform 12.01. LCRA's Remedies. In the event CCNG fails or refuses to timely comply with CCNG's mediation services, and the parties shall each be responsible for fifty (50) percent of any costs and obligations or prior to Closing any of CCNG's representations, warranties or covenants contained herein fees associated with the mediation agreement and any mediation thereunder. If the parties fail to are not true or have been breached, LCRA shall have the following remedies: (i) to enforce this agree on resolution following mediation, the dispute shall be settled by binding arbitration Agreement by specific performance, injunction, or similar remedy, (ii) to exercise its rights under this administered by the American Arbitration Association under its Construction Industry Arbitration Agreement to proceed with construction and installation of the Internal Facilities at its own expense; Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having and/or (iii) to waive prior to or at Closing as applicable, the applicable objection or condition and to jurisdiction thereof

#13948v9 25 #13948v9 26 ARTICLE XIV proceed to close their transaction in accordance with the remaining terms. NOTICES If, after Closing, LCRA determines that any of CCNG' s representations, warranties or covenants 14.01. All notices hereunder from CCNG to LCRA shall be sufficient if sent by certified mail or which applied to and survived the Closing are not true, then LCRA may avail itself of any remedy at law facsimile transmission with confirmation of delivery, addressed to LCRA to the attention of the Manager or in equity to which it may be entitled. of WaterCo at 3700 Lake Austin Boulevard, Austin, Texas 78703; and all notices from LCRA to CCNG 12.02. CCNG's Remedies. In the event LCRA fails or refuses to timely comply with LCRA's shall be sufficiently given if sent by certified mail or facsimile transmission with confirmation of delivery obligations or is unable to do so as a result of LCRAs acts or failure to act, CCNG shall have the to CCNG at 98 San Jacinto, Suite 1730, Austin, Texas 78701 with copy to David Armbrust, Armbrust, following remedies: (i) to enforce this Agreement by writ of mandamus, specific performance, Brown & Davis, L.L.P., 100 Congress Avenue, Suite 1300, Austin, Texas, 78701, and all such notices injunction, or any other remedy available at law or in equity in a court of competent jurisdiction including shall be deemed to have been given on the date of mailing or sending of such notice. Either party can but not limited to an action for damages, or (ii) to waive prior to or at Closing as applicable, the change its address upon five (5) days written notice to the other party. applicable objection or condition and proceed to carry out this transaction in accordance with the 14.02. Continuing Securities Disclosure. CCNG agrees to provide periodic information and remaining terms. notices of material events regarding CCNG and the development of the CCNG Tract in accordance with ARTICLE XIII the Securities and Exchange Commission Rule 15c2-12. APPROVALS ARTICLE XV 13.01. Whenever the term "approve" or "approval" is used in this Agreement, the party ASSIGNABILITY whose approval is required will not unreasonably withhold or delay it. Where approval is necessary, 15.01 CCNG shall have the right to assign this Agreement in the event it sells or transfers all or the party seeking approval may request approval in writing, and the approving party shall have five a portion of the CCNG Tract or the Boothe Tract. In addition, CCNG shall have the right to assign the (5) business days to provide approval or request modification for the matter subject to approval. If Raw Water/Effluent Agreement to the owner of any golf course on the CCNG or Boothe Tract. the matter has not been approved, or the parties have not agreed on a modification, after the fifth Provided, however, any such assignments under this section are effective only after notice to LCRA of day on which approval is requested, the parties shall mediate resolution of the matter. Mediation the assignment and provided that the assignee agrees to assume and be bound by and perform any duties shall be conducted within ten (10) business days of the date approval is requested before mediators of CCNG under this Agreement with respect to the property being acquired by the assignee. LCRA may at the Travis County Dispute Resolution Center (hereinafter referred to as the "DRC") or a similar require the assignee to execute a document containing reasonably appropriate terms evidencing such organization should DRC cease to exist, as though it had been referred through the operation of the assumption. Texas Alternative Dispute Resolution Procedures Act, Title 7, Chapter 154, TEX. CIV. PRAC. & 15.02. LCRA shall have the right to assign this Agreement in the event it sells or transfers all or REM. ANN., (Vernon's 1986). The parties shall enter an agreement with the DRC to perform a portion of the Interests to be Acquired to a transferee, provided, however, that any such assignment is mediation services, and the parties shall each be responsible for fifty (50) percent of any costs and effective only after notice to CCNG of the assignment and provided that the assignee agrees to assume fees associated with the mediation agreement and any mediation thereunder. If the parties fail to and be bound by and perform any duties of LCRA under this Agreement with respect to the property agree on resolution following mediation, the dispute shall be settled by binding arbitration being acquired by the assignee. CCNG may require the assignee to execute a document containing administered by the American Arbitration Association under its Construction Industry Arbitration reasonably appropriate terms evidencing such assumption. Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof

#13948v9 27 #13948v9 26 ARTICLE XIV ARTICLE XVI NOTICES MISCELLANEOUS PRO VISIONS 14.01. All notices hereunder from CCNG to LCRA shall be sufficient if sent by certified mail or parts, each of 16.01. This Agreement may be simultaneously executed in any number of counter facsimile transmission with confirmation of delivery, addressed to LCRA to the attention of the Manager which shall serve as an original and, shall constitute but one and the same instruments. of WaterCo at 3700 Lake Austin Boulevard, Austin, Texas 78703; and all notices from LCRA to CCNG except This Agreement shall be governed by the Constitution and laws of the State of Texas, shall be16.02. sufficiently given if sent by certified mail or facsimile transmission with confirmation of delivery vely controlled by the Constitution and Statutes of the United States of America. matters astotoCCNG at exclusi 98 San Jacinto, Suite 1730, Austin, Texas 78701 with copy to David Armbrust, Armbrust, respective covenants, undertakings, and obligations of each of the Parties shall of the 100 AllL.L.P., Brown 16.03. & Davis, Congress Avenue, Suite 1300, Austin, Texas, 78701, and all such notices Party andtoshall apply to and bind any successors or assigns of that Party, and further shall bind; shallthat bind be deemed have been given on the date of mailing or sending of such notice. Either party can change(a) All mortga its address gees, trustees, and secured parties under all present and future mortgages, upon five (5) days written notice to the other party. indentures, deeds of trust, andContinuing security agreements which are or may become a lien upon any of the 14.02. Securities Disclosure. CCNG agrees to provide periodic information and any Party; provided, however, nothing in this Agreement shall inure to the benefit o1 or be noticesies propert of of material events regarding CCNG and the development of the CCNG Tract in accordance with Tract binding upon or the Securities become an obligation of any owner of property within the CCNG Tract or Boothe and Exchange Commission Rule 15c2-12. who acquires such property for the purpos e of constructing and occupying improvements on the ARTICLE XV property. ASSIGNABILITY (b) All receivers, permitt ed assigne es, bankruptcy judges or trustees of, or having control over 15.01 CCNG shall have the right to assign this Agreement in the event it sells or transfers all or any Party;of a portion and the CCNG Tract or the Boothe Tract. In addition, CCNG shall have the right to assign the entities (c) All successors or assigns, or other persons, firms, partnerships, corporations, or Raw Water/Effluent Agreement to the owner of any golf course on the CCNG or Boothe Tract. claimin g by through or under any Party. Provided, however, any such assignments under this section are effective only after notice to LCRA of te captions and headings appearing in this Agreement are inserted merely to facilita The provided 16.04. and the assignment that the assignee agrees to assume and be bound by and perform any duties referen of CCNG ce and shall under have no bearing upon its interpretation. this Agreement with respect to the property being acquired by the assignee. LCRA may 16.05. Except to the extent otherwise provided in this Agreement, each term, covenant and require the assignee to execute a document containing reasonably appropriate terms evidencing such condition, and the condition of this Agreement is deemed to be an independent term, covenant, and assumption. ed obligation of any Party to perform all of the terms, covenants, and conditions to be kept and perform 15.02. LCRA shall have the right to assign this Agreement in the event it sells or transfers all or ent on its performance by the other Party of any or all of the terms, covenants, and abyportion of depend it is not the Interests to be Acquired to a transferee, provided, however, that any such assignment is conditions. effective only after notice to CCNG of the assignment and provided that the assignee agrees to assume the the event that any of the terms, covenants or conditions of this Agreement, or 16.06.byInand and be bound perform any duties of LCRA under this Agreement with respect to the property applica tion of byanythesuch term, covenant, or condition, shall be held invalid as to any person or being acquired assignee. CCNG may require the assignee to execute a document containing tion of circumstance reasonably by any court having jurisdiction, the remainder of such Agreement, and the applica appropriate terms evidencing such assumption. . its terms, covenants, or conditions to such persons or circumstances shall not be affected or any other 16.07. Any waiver at any time by any Party of its rights with respect to a default

#13948v9 27 #13948v9 28 matter arising in connection with this Agreement shall not be deemed a waiver with respect to an y ARTICLE XVI subsequent default or matter. MISCELLANEOUS PROVISIONS 16.08. In the event that either CCNG or LCRA is rendered unable, wholly or in part, to perform 16.01. This Agreement may be simultaneously executed in any number of counterparts, each of any of its obligations under this Agreement (by reason of physical inability of LCRA to deliver the which shall serve as an original and, shall constitute but one and the same instruments. purchase money; failure or national moratorium of operation of the banks, transfer agents, brokers, stock 16.02. This Agreement shall be governed by the Constitution and laws of the State of Texas, except exchanges or modes of transportation; or work stoppages or restraint by court order or other public as to matters exclusively controlled by the Constitution and Statutes of the United States of America. authority; or action or inaction concerning governmental or regulatory authorizations; or transportation 16.03. All of the respective covenants, undertakings, and obligations of each of the Parties shall delay; or death or personal injury of a representative of either party hereto whose signature is necessary), bind that Party and shall apply to and bind any successors or assigns of that Party, and further shall bind; upon the provision of written notice which fully relates the particulars of the claimed force majeure, (a) All mortgagees, trustees, and secured parties under all present and future mortgages, including but not limited to the dates on which it commenced and ceased or is expected to cease by the indentures, and deeds of trust, security agreements which are or may become a lien upon any of the Party claiming force majeure to the other Party as soon as is reasonably practicable after the occurrence properties of any Party; provided, however, nothing in this Agreement shall inure to the benefit of.,or be of the cause relied upon, the obligations of the Party claiming force majeure, to the extent they are binding upon or become an obligation of any owner of property within the CCNG Tract or Boothe Tract affected by the force majeure, shall be suspended during the continuance of any inability of performance who acquires such property for the purpose of constructing and occupying improvements on the so caused, but in no event for longer than sixty (60) days. This Agreement shall not be terminated by property. reason of any such cause but shall remain in full force and effect. Either Party rendered unable to fulfill (b) All receivers, permitted assignees, bankruptcy judges or trustees of, or having control over any of its obligations under this Agreement by reason of force majeure shall exercise the utmost diligence any Party; and to remove such inability. The suspension of obligations of a Party to this Agreement pursuant to this (c) All successors or assigns, or other persons, firms, partnerships, corporations, or entities Section shall be added to the time specified in other provisions of this Agreement for the purpose of claiming by through or under any Party. calculating the date on which certain conditions of this Agreement are to be satisfied when such 16.04. The captions and headings appearing in this Agreement are inserted merely to facilitate satisfaction is affected by the intervention of the circumstance causing the force majeure, but in no event reference and shall have no bearing upon its interpretation. shall such additional time extend the satisfaction of an obligation under this Agreement more than sixty 16.05. Except to the extent otherwise provided in this Agreement, each term, covenant and (60) days. This provision may only be invoked upon one occasion by each party to this Agreement. condition of this Agreement is deemed to be an independent term, covenant, and condition, and the 16.09. This Agreement may be amended or modified only by written agreement duly authorized obligation of any Party to perform all of the terms, covenants, and conditions to be kept and performed by the respective governing bodies of LCRA and CCNG and executed by the duly authorized by it is not dependent on its performance by the other Party of any or all of the terms, covenants, and representative of each. conditions. 16.10. Each Party agrees to execute and deliver all such other and further instruments and 16.06. In the event that any of the terms, covenants or conditions of this Agreement, or the undertake such actions as are or may become necessary or convenient to effectuate the purposes and application of any such term, covenant, or condition, shall be held invalid as to any person or intent of this Agreement. circumstance by any court having jurisdiction, the remainder of such Agreement, and the application of 16.11. All obligations of the Parties are performable in Travis County, Texas and venue for any its terms, covenants, or conditions to such persons or circumstances shall not be affected. action arising hereunder shall be in Travis County. 16.07. Any waiver at any time by any Party of its rights with respect to a default or any other

#13948v9 29 #13948v9 28 16.12.inExcept matter arising connection with this as otherwis Agreement e expressly shall, nothing provided not be deemed a waivernt,with in this Agreeme respect express to any is or implied, intended to subsequent default conferorupon matter. any person, other than the Parties, any rights, benefits, or remedies under or by reason16.08. of this Agreeme In the event nt. that either CCNG or LCRA is rendered unable, wholly or in part, to perform any of its16.13. obligations Unlessunder this se otherwi Agreement expressly(by reasond,ofthe provide physical inability represen tations,ofwarrant LCRA ies, to deliver covenanthets, indemnitmoney; purchase ies, andfailure other or national agreeme ntsmoratorium of operation shall be deemed of the banks, to be material transfer agents, and continuin g, shall brokers, stock not be merged, and shall survive exchanges or modes the of transportation; closing or work of this transactio stoppages n and or restraint the conveyan by courtoforder ce and transfer or otherFacilities the Regional public and Internal authority; or action or inaction Facilities to LCRA.concerning governmental or regulatory authorizations; or transportation delay; or 16.14. death orUntil personal injury Closing onof thea Interests representative to be of either party Acquired heretoonwhose , all taxes such signature is necessary), Interests to be Acquired upon or onthe theprovision of written acquisition, construcnotice tion, orwhich fully relates use thereof thepaid shall be particulars by CCNG of and the claimed the CCNGforce majeure, further agrees including buty not to indemnif andlimited to the dates hold harmless LCRA onagainst which it commenced any and all suchand ceased taxes. or isshall LCRA expected to cease cooperat by the e in obtaining Party claimingexemptio any available force majeure ns fromtoany the such othertaxes. Party as soon as is reasonably practicable after the occurrence of the cause relied 16.15. Theupon, termsthe andobligations provisions of of the thisParty claiming Agreeme force the nt contains majeure, entire to the extent agreeme they are nt between the affected by therespect Parties with force majeure, shall betosuspended to the Interests be Acquiredduring andthe continuance shall supersedeofall any inabilitycommun previous of performance ications, so caused,tations, represen but in or noagreeme event fornt,longer either than sixty verbal (60) days. or written This Agreement between CCNG and shall LCRA notwith be terminated by respect to such reason of any such cause but shall remain in full force and effect. Either Party rendered unable to fulfill matters. any of its16.16. obligations under this The Parties Agreement agree by and to execute reason of force record majeure in the shall exercise real property theofutmost records Travisdiligence County, to remove Texas, such inability. a memoran dum ofThethissuspension agreement inof the obligations of a Party form attached to as hereto this"Exhibit Agreement pursuant 16.16," and to to this update Section same as shall tractsbe added may to thetotime be added specified the CCNG in other Tract provisions pursuant of this Agreement to this Agreeme nt. for the purpose of calculating the date on which certain conditions of this Agreement are to be satisfied when such satisfaction is affected by the intervention of the circumstance causing the force majeure, but in no event shall such additional time extend the satisfaction of an obligation under this Agreement more than sixty (60) days. This provision may only be invoked upon one occasion by each party to this Agreement. 16.09. This Agreement may be amended or modified only by written agreement duly authorized by the respective governing bodies of LCRA and CCNG and executed by the duly authorized representative of each. 16.10. Each Party agrees to execute and deliver all such other and further instruments and undertake such actions as are or may become necessary or convenient to effectuate the purposes and intent of this Agreement. 16.11. All obligations of the Parties are performable in Travis County, Texas and venue for any action arising hereunder shall be in Travis County.

#13948v9 #13948v9 29 30 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, 16.12. Except as otherwise expressly provided, nothing in this Agreement, express or implied, is sealed and attested in duplicate by their duly authorized officers, this the fqrip day o intended to confer upon any person, other than the Parties, any rights, benefits, or remedies under or by N4Vembek , 1999. reason of this Agreement. LOWER COLORADO RIVER AUTHORITY 16.13. Unless otherwise expressly provided, the representations, warranties, covenants, indemnities, and other agreements shall be deemed to be material and continuing, shall not be merged, B and shall survive the closing of this transaction and the conveyance and transfer of the Regional Facilities Joh . Beal and Internal Facilities to LCRA. anager, WaterCo. 16.14. Until Closing on the Interests to be Acquired, all taxes on such Interests to be Acquired CCNG or on the acquisition, construction, or use DEVELOPMENT thereof shall be paid by COMPANY, CCNG and theL.P. CCNG further agrees CCNG, Inc, General Partner to indemnify and hold harmless LCRA against any and all such taxes. LCRA shall cooperate in obtaining any available exemptions from any such taxes. By: 16.15. The terms and provisions of this Agreement Daniel B. Porter contains the entire agreement between the CEO and and Parties with respect to the Interests to be Acquired President shall supersede all previous communications, representations, or agreement, either verbal or written Approved as to between form: CCNG and LCRA with respect to such matters. 16.16. The Parties agree to execute By: and record in the real property records of Travis County, Texas, a memorandum of this agreement inDavid Armbrust the form attached hereto as "Exhibit 16.16," and to update Armbrust, Brown & Davis, L.L.P. same as tracts may be added to the CCNG Tract pursuant to 100 Congress this Agreement. Avenue, Suite 1300 Austin, Texas 78701 Counsel for CCNG Development Company, L.P.

#13948v9 31 #13948v9 30

yot IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, sealed and attested in duplicate by their duly authorized officers, this the fqrip day o N4Vembek , 1999. LOWER COLORADO RIVER AUTHORITY

B Joh . Beal anager, WaterCo.

CCNG DEVELOPMENT COMPANY, L.P. CCNG, Inc, General Partner

By: Daniel B. Porter CEO and President

Approved as to form:

By: David Armbrust Armbrust, Brown & Davis, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 Counsel for CCNG Development Company, L.P.

#13948v9 31 EXHIBIT 1.05 - A - A4 , ,4477'.11W.z

J EXHIBIT 1.05 - B ..~

EXHIBIT 1.05 - B r

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/:

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------ Exhibit 1.05 - B r Description of Land ---- That Can Be Added to the CCNG Tract r

------ r Exhibit 1.05 - B Description of Land ---- That Can Be Added / to the CCNG Tract EXHIBIT 2.01 (b) EXHIBIT 2.01 (b) Exhibit 2.01(b)

WATER AND WASTEWATER EASEMENT AM) RIGHT-OF-WAY

STATE OF TEXAS Project Easement No. COUNTY OF

DATE: , 1999

GRANTOR:

GRANTOR'S MAILING ADDRESS:

GRANTEE: LOWER COLORADO RIVER AUTHORITY

GRANTEE'S MAILING ADDRESS: P. O. Box 220 Austin, Texas 78767

CONSIDERATION: Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

EASEMENT PROPERTY: A tract of land consisting of acres, more or less, more particularly described in the attached Exhibit A, which may include field note description and plat, and which is incorporated herein and made a part hereof for all purposes.

PROJECT: Water and wastewater mains and all necessary or desirable appurtenances thereto including, without limitation, cleanouts, valves, meters, and manholes. The Project may also include underground communication lines relating to water and wastewater or public emergency management and all necessary or desirable appurtenances thereto, but shall not include communication lines of a commercial nature.

GRANTOR, for the CONSIDERATION paid to GRANTOR, hereby grants, sells, and conveys to GRANTEE a non-exclusive underground easement and right-of-way in, upon, under, and across the EASEMENT PROPERTY, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold to GRANTEE and GRANTEE'S successors and assigns forever. The easement, right-of-way, rights, and privileges herein granted shall be used for the purposes of excavating for, laying, constructing, placing, operating, maintaining, reconstructing, replacing, rebuilding, upgrading, renewing, removing, inspecting, patrolling, changing, modifying, or repairing the PROJECT, or any part of the PROJECT, and making connections therewith notwithstanding anything herein to the contrary, portions of the Project may be situated on the surface of the EASEMENT PROPERTY. (Option 1: GRANTOR also grants to GRANTEE a temporary workspace easement which shall be feet in width. Said foot wide temporary workspace easement shall be defined as feet on each side of the EASEMENT PROPERTY and shall run parallel and adjacent to the EASEMENT PROPERTY as depicted on EXHIBIT A. The temporary workspace easement shall be in effect only so long as the constructing and laying of the PROJECT is taking place. Upon completion of the initial construction of the PROJECT the temporary workspace easement shall revert to the sole ownership and control of GRANTOR.) OR (Option 2: GRANTOR also grants to GRANTEE a temporary workspace easement as described in Exhibit A. Upon completion of

1 #15712 the initial construction of the PROJECT the temporary workspace easement shall revert to the sole ownership and control of GRANTOR. Exhibit 2.01(b)

GRANTEE shall have theWATERright AND WASTEWATER of ingress and egress at all times upon and across the EASEMENT EASEMENT for the above stated purposes provided that AND RIGHT-OF-WAY GRANTEE does not unreasonably interfere with GRANTOR's us of the EASEMENT PROPERTY. In the event that immediate access to the EASEMENT PROPERTY is not reas available over the EASEMENT PROPERTY, and only in that event, then GRANTEE shall have the right of STATE egressOF TEXAS over existing roams across the adjacent or remainder property Project of GRANTOR for the purpose of obt In the event that such access is not reasonably available over Easement No. the EASEMENT PROPERTY and not availab COUNTY OF roads, and only in that event, GRANTOR shall make arrangements to provide GRANTEE reasonable access t PROPERTY. GRANTEE shall have the right to install and maintain appropriate gates along and in any fe or appropriate for the exercise of GRANTEE'S right of ingress and egress on the EASEMENT PROPERTY property of GRANTOR. DATE: , 1999 GRANTEE shall have the right to license, permit, or otherwise agree to the joint use o GRANTOR: EASEMENT PROPERTY by any other person or legal entity for the above stated purposes. GRANTEE shall h to conduct archeological, historical, environmental, or other studies on the EASEMENT PROPERTY. GRANTOR'S successors MAILING or ADDRESS: assigns, shall not place or store any material upon, or cover, bury, pave over, or oth out, valve, meter, or manhole located within the EASEMENT PROPERTY. GRANTOR shall be permitted to shrubs or landscaping within the boundaries of the EASEMENT PROPERTY.

GRANTEE: LOWER Except COLORADO as provided in RIVER AUTHORITY this EASEMENT, GRANTOR agrees that GRANTOR shall not place any perm structure in or on the EASEMENT PROPERTY that may endanger or may interfere with the safe, efficie GRANTEE'S operation,MAILING ADDRESS: or maintenance of theP. O. Box 220 or the rights of ingress and egress granted herein. In the PROJECT Austin, shall place unpermitted materials within Texas 78767 the boundaries of the EASEMENT PROPERTY and fails to remo three days of receipt of written notice delivered certified mail, return receipt requested by GRANTEE CONSIDERATION: the right, but not Ten theand no/100 Dollars to obligation, ($10.00) and other remove suchgood and valuable consideration, encumbrances and charge the receipt GRANTOR and for any and all co sufficiency of which are hereby acknowledged. such removal including, but not limited to, contractors' fees, equipment costs, and notification c

EASEMENT PROPERTY: GRANTOR shall Ahave tract ofthe landright consisting toofuse theacres,surface more or less, of more the particularly EASEMENTdescribed PROPERTYin thefor landscaping, s attached Exhibit A, which may include field note driveways, parking lots and similar uses and shall description and plat, and which have is incorporated the right herein to and made a parthard materials su construct hereof for all purposes. decorative material on such surface. PROJECT: Water and GRANTEE wastewater agrees that mainsupon and allcompletion necessary or desirable appurtenances thereto of construction, including, all surpluswithout limitation, excavation, debris, trash, cleanouts, valves, meters, and from construction shall promptly manholes. The Project be may also cleaned include up underground and disposed communication of off lines the relating to premises. water GRANTEE at all ti and wastewater or public any work in connection with emergency management the and all necessary construction or desirable will appurtenances restore the thereto, surfacebut shall of not include the EASEMENT PROPERTY o communication lines workspace easement, of a commercial as nature. nearly as reasonably possible, to the condition in which it was found immedia was undertaken. GRANTOR, for the CONSIDERATION paid to GRANTOR, hereby grants, sells, and conveys to GRANTEE a non-exclusive underground GRANTEE shall easement and right-of-way conduct all ofin,its upon,activities under, and acrosson the the EASEMENT EASEMENTPROPERTY,PROPERTYtogetherin full complianc with all and singular applicable the rightsstate, federal, and appurtenances and local thereto in any laws andwise belonging, to have and hold to GRANTEE and ordinances. GRANTEE'S successors and assigns forever. The easement, right-of-way, rights, and privileges herein granted shall be used for the purposes It is of excavating understood for, laying, constructing, and agreed thatplacing, theoperating, maintaining,herein CONSIDERATION reconstructing, paidreplacing, includes rebuilding, payment for all damage upgrading, constructionrenewing, removing, and inspecting, ordinary patrolling,and operation changing, modifying, of maintenance or repairing the PROJECT, the PROJECT or any part but does notofinclude the damages, if a PROJECT, and making connections therewith notwithstanding anything herein to the remainder property which may occur in the future after the original construction of the PROJECT, dcontrary, portions of the Project may be situated the on the surface of the reconstruction orEASEMENT repair of PROPERTY. the PROJECT.(Option 1: AllGRANTOR parts also of grants to GRANTEE the PROJECT a temporary on the EASEMENT P installed workspace easement which shall be remain the exclusive property of GRANTEE. feet in width. Said foot wide temporary workspace easement shall be defined as feet on each side of the EASEMENT PROPERTY and shall run parallel and adjacent to the EASEMENT PROPERTY as depicted GRANTOR on EXHIBITreserves expressly A. The temporary all oil, workspace gas,easement and other shall beminerals in effect onlyowned so long byas the GRANTOR, in, on, a constructing and laying of the PROJECT is taking place. Upon EASEMENT PROPERTY, provided that GRANTOR shall not be permitted to drill orcompletion of the initial construction of the PROJECT excavate for minerals o the temporary workspace easement shall revert to the sole of the EASEMENT PROPERTY, but GRANTOR may extract oil, gas, or other ownership and control of GRANTOR.) OR (Option minerals 2: from and under the E GRANTOR also grants to GRANTEE a temporary workspace PROPERTY by directional drilling or other means which do not unreasonablyeasement as described in Exhibit A. Upon completion of interfere with or distu of the EASEMENT PROPERTY. 2 #15712 1 #15712 the initial construction of the PROJECT the temporary workspace easement shall revert to the sole ownership and control of GRANTOR. GRANTOR reserves the right to use the surface, subsurface or aerial rights of the EASEMENT PROPERTY for any purpose that does not unreasonably interfere with GRANTEE' s use, including but not limited to water, wastewater, gas, GRANTEE shall have the right of ingress and egress at all times upon and across the EASEMENT PROPERTY communications or other similar facilities and uses. for the above stated purposes provided that GRANTEE does not unreasonably interfere with GRANTOR's use of the surface of the EASEMENT PROPERTY. In the event that immediate access to the EASEMENT PROPERTY is not reasonably The rights granted to GRANTEE in this EASEMENT shall be and are assignable in whole or in part. This available over the EASEMENT PROPERTY, and only in that event, then GRANTEE shall have the right of ingress and instrument, and the terms and conditions contained herein, shall inure to the benefit of and be binding upon GRANTEE and egress over existing roads across the adjacent or remainder property of GRANTOR for the purpose of obtaining such access. GRANTOR, and their respective heirs, personal representatives, successors, and assigns. In the event that such access is not reasonably available over the EASEMENT PROPERTY and not available over existing roads, and only in that event GRANTOR shall make arrangements to provide GRANTEE reasonable access to EASEMENT GRANTOR warrants and shall forever defend the Easement to GRANTEE against anyone lawfully claiming or PROPERTY. GRANTEE shall have the right to install and maintain appropriate gates along and in any fence, as necessary to claim the EASEMENT or any part thereof or appropriate for the exercise of GRANTEE'S right of ingress and egress on the EASEMENT PROPERTY or adjacent property of GRANTOR. When the context requires, singular nouns and pronouns include the plural. When appropriate, the term "GRANTEE" includes the employees, agents, subsidiaries, officers, servants, contractors, successors and assigns of GRANTEE shall have the right to license, permit, or otherwise agree to the joint use or occupancy of the GRANTEE. EASEMENT PROPERTY by any other person or legal entity for the above stated purposes. GRANTEE shall have the right to conduct archeological, historical, environmental, or other studies on the EASEMENT PROPERTY. GRANTOR, its successors or assigns, shall not place or store any material upon, or cover, bury, pave over, or otherwise obstruct, any clean GRANTOR: out, valve, meter, or manhole located within the EASEMENT PROPERTY. GRANTOR shall be permitted to plant trees, shrubs or landscaping within the boundaries of the EASEMENT PROPERTY.

Except as provided in this EASEMENT, GRANTOR agrees that GRANTOR shall not place any permanent structure in or on the EASEMENT PROPERTY that may endanger or may interfere with the safe, efficient, or convenient Name: operation, or maintenance of the PROJECT or the rights of ingress and egress granted herein. In the event that GRANTOR shall place unpermitted materials within the boundaries of the EASEMENT PROPERTY and fails to remove same within three days of receipt of written notice delivered certified mail, return receipt requested by GRANTEE, GRANTEE shall have the right, but not the obligation, to remove such encumbrances and charge GRANTOR for any and all costs connected with such removal including, but not limited to, contractors' fees, equipment costs, and notification costs. ACKNOWLEDGMENT GRANTOR shall have the right to use the surface of the EASEMENT PROPERTY for landscaping, sidewalks, driveways, parking lots and similar uses and shall have the right to construct hard materials such as asphalt, concrete or STATE OF TEXAS decorative material on such surface. COUNTY OF GRANTEE agrees that upon completion of construction, all surplus excavation, debris, trash, or litter resulting from construction shall promptly be cleaned up and disposed of off the premises. GRANTEE at all times after completing any work in connection with the construction will restore the surface of the EASEMENT PROPERTY or the temporary This instrument was acknowledged before me on the day of , 1999 by workspace easement, as nearly as reasonably possible, to the condition in which it was found immediately before such work ,GRANTOR. was undertaken.

GRANTEE shall conduct all of its activities on the EASEMENT PROPERTY in full compliance with all applicable federal, state, and local laws and ordinances. Notary Public, State of Texas It is understood and agreed that the CONSIDERATION herein paid includes payment for all damages for the initial construction and ordinary operation and maintenance of the PROJECT but does not include damages, if any, to GRANTOR'S remainder property which may occur in the future after the original construction of the PROJECT, directly resulting from the reconstruction or repair of the PROJECT. All parts of the PROJECT installed on the EASEMENT PROPERTY shall remain the exclusive property of GRANTEE. AFIER RECORDING RETURN TO: Rea' Services H-219 GRANTOR expressly reserves all oil, gas, and other minerals owned by GRANTOR, in, on, and under the Lower Colorado River Authority EASEMENT PROPERTY, provided that GRANTOR shall not be permitted to drill or excavate for minerals on the surface P. 0. Box 220 of the EASEMENT PROPERTY, but GRANTOR may extract oil, gas, or other minerals from and under the EASEMENT Austin, Texas 78767-0220 PROPERTY by directional drilling or other means which do not unreasonably interfere with or disturb GRANTEE'S use of the EASEMENT PROPERTY. 32 #15712 #15712 GRANTOR reserves the right to use the surface, subsurface or aerial rights of the EASEMENT PROPERTY for any purpose that does not unreasonably interfere with GRANTEE' s use, including but not limited to water, wastewater, gas, communications or other similar facilities and uses.

The rights granted to GRANTEE in this EASEMENT shall be and are assignable in whole or in part. This instrument, and the terms and conditions contained herein, shall inure to the benefit of and be binding upon GRANTEE and GRANTOR, and their respective heirs, personal representatives, successors, and assigns.

GRANTOR warrants and shall forever defend the Easement to GRANTEE against anyone lawfully claiming or to claim the EASEMENT or any part thereof

When the context requires, singular nouns and pronouns include the plural. When appropriate, the term "GRANTEE" includes the employees, agents, subsidiaries, officers, servants, contractors, successors and assigns of GRANTEE.

Name:

ACKNOWLEDGMENT

STATE OF TEXAS

COUNTY OF

This instrument was acknowledged before me on the day of , 1999 by ,GRANTOR.

Notary Public, State of Texas

AFIER RECORDING RETURN TO: Rea' Services H-219 Lower Colorado River Authority P. 0. Box 220 Austin, Texas 78767-0220

3 #15712 EXHIBIT 2.01 (D) EXHIBIT 2.01 (D) •\ 1‘.‘ . ;\ t1, r ,?

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EXHIBIT 2.01 (d) 1 1111111111111111111 1

(SOME N 'EEO REGIONAL W.W.T.P. SITE v- 41 1101 South Copilot of Tows 164nsay, %icing D. Sub 110, Austin, Taos 78746 4512)-327-9204 i •\1‘.‘ . ;\ 11 t1, r ,?

(SOME N 'EEO REGIONAL W.W.T.P. SITE i v- 41 1101 South Copilot of Tows 164nsay, %icing D. Sub 110, Austin, Taos 78746 4512)-327-9204 EXHIBIT 2.01(f) EXHIBIT 2.01(f) EFFLUENT DISPOSAL UTILITY EASEMENT

STA 11. OF TEXAS

COUNTY OF TRAVIS

CCNG Development Company, L.P., a Texas limited partnership ("Grantor"), for and in consideration of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby GRANTS and CONVEYS to the Lower Colorado River Authority, a political subdivision of the State of Texas, and its successors and assigns (collectively, "Grantee"), the following easement:

the right to dispose of treated effluent by irrigation on, over, under, across and through that certain real property more particularly described in Exhibit "A" ("Easement Tract"), in the manner set forth in this easement

(the "Easement"). The Easement is a nonexclusive right and easement on, over, under, across and through the Easement Tract to construct, install, use, maintain, repair, inspect, improve and replace such effluent transportation and disposal lines, pipes, storage tanks, reservoirs and other related facilities, systems and equipment, and all appurtenances thereto, which are reasonably required from time to time, and are to be located on, over, under, across and through the Easement Tract, in order to provide effluent disposal utility services (collectively, the "Facilities"), including, but not limited to, (a) the right of ingress and egress on, over and across the Easement Tract for the purposes contemplated, and (b) the right to place on or below the surface of the Easement Tract any of the Facilities as are necessary or desirable in connection with Grantee's effluent disposal utility services.

Raw Water and Effluent Agreement. The rights and obligations of Grantor and Grantee are subject to the terms and provisions of a Raw Water and Effluent Agreement between Grantor and Grantee of even date (the "Raw Water and Effluent Agreement"). In the event of a conflict, the provisions of the Raw Water and Effluent Agreement shall control over the terms of this Easement.

Term. This Easement shall terminate upon termination of the Raw Water and Effluent Agreement. Upon termination of the Easement, Grantee shall within ninety (90) days remove or cause to be removed from the Easement Tract any facilities located by, for, on behalf of or upon the authority of Grantee on, over, under, through or across the Easement Tract and restore the Easement Tract substantially to its pre-existing condition.

Interference. Grantor expressly reserves the right to the use and enjoyment of the surface of the Easement Tract for any and all purposes which are consistent with Grantee's use of the Easement Tract. Such use shall not unreasonably interfere with or abridge Grantee's rights hereunder so as to prevent Grantee from using the Easement Tract as contemplated hereby. Grantee shall not unreasonably or materially interfere with the use and enjoyment of the Easement Tract by Grantor or any other person or entity granted rights on, over, under, across or through the Easement Tract.

#15707 v2 Third Parties. Grantee may contract with third parties to perform any or all activities related to the Facilities locatedEFFLUENT DISPOSAL or to be located UTILITY within the EASEMENT Easement Tract.

No Waiver. No waiver of any provision shall be deemed to have been made unless expressed STA 11. OFand in writing TEXAS signed by the waiving party. No delay or omission in the exercise of any right or remedy accruing to a party upon any breach under this Easement shall impair such right or remedy COUNTY OF TRAVIS or be construed as a waiver of any such breach. The waiver of any breach of any term, covenant or condition shall not be deemed to be a waiver of any other breach, or of a subsequent breach of the same or any other term, covenant or condition. All rights, powers, options or remedies shall be CCNG cumulative andDevelopment Company, not alternative, L.P., a Texas and the exercise of onelimited partnership right, power, option("Grantor"), for and or remedy shall not in bar consideration of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, other rights, powers, options or remedies allowed or by law, unless expressly provided to the the receipt and sufficiency of which are hereby acknowledged, hereby GRANTS and CONVEYS to contrary. the Lower Colorado River Authority, a political subdivision of the State of Texas, and its successors and assigns (collectively, Assignment. This"Grantee"), Easement maythe following easement: be not assigned by Grantee.

the right toNon-Exclusive. Easement dispose of treated It iseffluent by irrigation specifically agreed that on,the over, under, across Easement and rightandto use the Easement through Tract that certain realhereby as contemplated property are more particularly non-exclusive, and described in Exhibit Grantor expressly "A" the right reserves ("Easement Tract"), in the manner set forth in this easement to grant other easements in, under, over, across and/or through the Easement Tract, provided, however, that such other easements and the use thereof by the grantees or beneficiaries thereof shall (the not "Easement"). unreasonablyThe Easement prevent is a nonexclusive Grantee from using right and easement and enjoying on, over, under, the Easement for the across and purposes through the Easement contemplated hereby.Tract to construct, install, use, maintain, repair, inspect, improve and replace such effluent transportation and disposal lines, pipes, storage tanks, reservoirs and other related facilities,Grantee systemsrecognizes and equipment, and all appurtenances that Grantor intends to utilize thereto, which areTract the Easement reasonably required for a golf coursefromand time that to time, and Grantor alsoare to be to intends located on, property develop over, under, across andthe surrounding through the Easement Easement Tract,may Tract. Grantor in order need to toprovide effluent of utilize portions disposal utility services the Easement Tract for(collectively, the "Facilities"), utility purposes and ingress and including, butboth egress for not limited of those to, (a) Accordingly, uses. the right of ingress Grantee andagrees egress to on,cooperate over and withacross the Easement Grantor to permit Tract for thetopurposes Grantor utilize the contemplated, and (b) the right to place on or below the surface of the Easement Easement Tract for such other utility, ingress and egress purposes. Grantee, at Grantor's request, Tract any of the Facilities shall modify as are or,necessary if necessary, or desirable in connection subordinate its rights with underGrantee's the Easementeffluent to disposal utilityrequired any easement services.of Grantor by any governmental authority such as, by way of example but not limitation, public utility easementsRaworWater and Effluent dedication Agreement. of right-of-way. The rights Grantee and obligations shall execute of Grantor such documents and be as may Grantee are reasonably subject required. to the terms and provisions of a Raw Water and Effluent Agreement between Grantor and Grantee of even date (the "Raw Water and Effluent Agreement"). In the event of a conflict, the provisions of the Rawwith Compliance Water and Effluent Permits. GranteeAgreement shall at all shall timescontrol over be in full the terms of compliance thisallEasement. with applicable governmental permits for the effluent disposal contemplated herein. Term. This Easement shall terminate upon termination of the Raw Water and Effluent Agreement. Upon termination TO HAVE AND TO HOLD of the Easement, Grantee shall the above-described within ninety Easement (90) days unto Grantee remove and or Grantee's cause to be removed successors and assigns from the Easement forever, Tracttoany but subject thefacilities terms and located by, for, conditions on behalf hereof; of or upon and Grantor the hereby authority of Grantee on, over, under, through or across the Easement binds itself and its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular Tract and restore the Easement Tract substantially the Easement unto to its pre-existing Grantee condition. and its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, subject, however, to the terms and conditions hereof Interference. Grantor expressly and to the reservations from and reserves the right exceptions to the to this use and enjoyment conveyance of theassurface and warranty shownof on the Easement Tract for any and all purposes which are consistent with Grantee's use of the Easement Exhibit Tract. Such use shall not unreasonably interfere with or abridge Grantee's rights hereunder so as to prevent Grantee from using the Easement Tract as contemplated hereby. Grantee shall not unreasonably or materially interfere with the use and enjoyment of the Easement Tract by Grantor or any other person or entity granted rights on, over, under, across or through the Easement Tract.

#15707 v2 2 #15707 v2 Third Parties. Grantee may contract with third parties to perform any or all activities related to the Facilities EXECUTED located AS or OFtoTHE be located within day ofthe Easement Tract. , 1999.

No Waiver. No waiver of any provision shall be deemed to have been made unless expressed in writing and signed by the waiving party. No delay or omission in the exercise of any right or remedyGRANTOR: accruing to a party upon any breach CCNG, under this Easement INC., L.P. shall impair such right or remedy or be construed as a waiver of any such breach. The waiver of any breach of any term, covenant or condition shall not be deemed to be a waiver of any other breach, or of a subsequent breach of the same or any other term, covenant or condition. By: All rights, powers, options or remedies shall be cumulative and not alternative, and the exercise Name:of one right, power, option or remedy shall not bar other rights, powers, options or remedies allowed or by law, Title: General unless expressly provided to the Partner contrary.

Assignment. This Easement may be not assigned by Grantee.

Easement Non-Exclusive. It is specifically agreed that the Easement and right to use the Easement Tract as contemplated hereby are non-exclusive, and Grantor expressly reserves the right to grantOF STATE other easements in, under, over, across and/or through the Easement Tract, provided, TEXAS however, that such other easements and the use thereof by the grantees or beneficiaries thereof shall not unreasonably COUNTY OF TRAVISprevent Grantee from using and enjoying the Easement for the purposes contemplated hereby.

Grantee This recognizes instrument that Grantor intends was acknowledged to utilize before me, on thethe Easement day Tract of for a golf course and that Grantor 1999, by also intends to develop property surrounding theofEasement Tract. CCNG, Inc., Grantor L.P., a Texasmay need limited to utilize portions of the Easement Tract for utility partnership, on behalf of said limited partnership. purposes and ingress and egress for both of those uses. Accordingly, Grantee agrees to cooperate with Grantor to permit Grantor to utilize the Easement Tract for such other utility, ingress and egress purposes. Grantee, at Grantor's request, shall modify or, if necessary, subordinate its rights under the Easement to any easement required of Grantor by any governmental authority such as, by way of example Notary but not Public, State oflimitation, Texas public utility easements or dedication of right-of-way. Grantee shallPrinted executeName: such documents as may be reasonably required. My Commission Expires:

Compliance with Permits. Grantee shall at all times be in full compliance with all applicable governmental permits for the effluent disposal contemplated herein.

TO HAVE AND TO HOLD the above-described Easement unto Grantee and Grantee's successors and assigns forever, but subject to the terms and conditions hereof; and Grantor hereby binds itself and its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Easement AFTER unto Grantee RECORDING, and its RETURN PLEASE successors TO: and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, subject, however, to the terms and conditions Madisonand hereof to the reservations from and exceptions to this conveyance and warranty as shown on Jechow ExhibitColorado River Authority Lower P. 0. Box 220 Austin, Texas 78767-0220

#15707 v2 2 #15707 v2 3 EXECUTED AS OF THE day of , 1999.

GRANTOR: CCNG, INC., L.P.

By: Name: Title: General Partner

This instrument was acknowledged before me, on the day of 1999, by of CCNG, Inc., L.P., a Texas limited partnership, on behalf of said limited partnership.

Notary Public, State of Texas Printed Name: My Commission Expires:

AFTER RECORDING, PLEASE RETURN TO:

Madison Jechow Lower Colorado River Authority P. 0. Box 220 Austin, Texas 78767-0220

#15707 v2 3 EXHIBIT A

Property Description EXHIBIT A

Property Description '''' -------

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Exhibit A Golf Course Envelope - -- '''' -------

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Exhibit A Golf Course Envelope - -- EXHIBIT 3.01 (a) EXHIBIT 3.01 (a) EXHIBITS 3.01(a) and 7.04

PERMITTED EXCEPTIONS

230.92 Acre Tract

A. The effect, if any, of the location of overhead electric and telephone lines, power poles and anchors outside of dedicated easements as shown on survey dated May 18, 1998, prepared by George L. Sanders, Registered Professional Land Surveyor No. 1838 ("the Survey").

CCNG Tracts

A. The following restrictive covenants of record itemized below (the Company must either insert specific recording date or delete this exception):

TRACT TWO - Parcel One: Those recorded in Volume 79, Page 363, Plat Records, Volume 5989, Page 141 and Volume 6374, Page 1231, Deed Records and in Volume 7615, Page 397 and Volume 13271; Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Two: Those recorded in Volume 81, Page 186, Plat Records, Volume 5989, Page 141 and Volume 6374, Page 1231, Deed Records and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Three: Those recorded in Volume 81, Page 188, Plat Records, Volume 6374, Page 1231 and Volume 6889, Page 1641, Deed Records and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Four: Those recorded in Volume 81, Page 191, Plat Records, Volume 6374, Page 1231 and Volume 6889, Page 1641, Deed Records and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Six: Those recorded in Volume 6374, Page 1231 and Volume 6889, Page 1641, Deed Records of Travis County, Texas.

TRACT TWO - Parcel Eight: Those recorded in Volume 6889, Page 1641, Deed Records of Travis County, Texas.

B. Electric and telephone lines easement granted to the City of Austin, recorded in Volume 2128, Page 5, Deed Records of Travis County, Texas. (Tract 1)

1 C. Electric transmission and distribution line easement granted to the City of Austin, recorded in Volume 659,EXHIBITS 3.01(a) Page 555, Deed and 7.04of Travis County, Texas. (Tract Records 2) PERMITTED EXCEPTIONS D. Telephone line easement granted to Southwestern Bell Telephone Company, recorded 230.92 Acre Tractin Volume 1465, Page 9, Deed Records of Travis County, Texas. (Tracts One and Two) A. The effect, if any, of the location of overhead electric and telephone lines, power E. Electric poles andand anchors outsideline telephone of easement dedicated easements granted to as theshown onAustin, City of survey recorded dated Mayin Volume 18, 1998,4501, prepared Pageby2199, George L. Records Deed Sanders,of Registered Professional Travis County, Texas. Land (TractSurveyor 2) No. 1838 ("the Survey"). F. Electric and telephone line easement granted to the City of Austin, recorded in Volume 8064, Page 394, Real Property Records of Travis County, Texas. (Tract 2) CCNG Tracts

G. A. Electric The following restrictiveline and telephone covenants easementof record itemized granted below to the City of (the Company Austin, mustin recorded Volume either insert specific 8064, Page recording 396, Realdate or delete Property this exception): Records of Travis County, Texas. (Lot 62 of Tract 2, Parcel 3) TRACT TWO - Parcel One: Those recorded in Volume 79, Page 363, Plat H. All easements Records, Volume as5989, Page set out on 141 and of the plat Volume record6374, Page 1231, in Volume Deed363, 79, Page Records Plat Records and in Volume 7615, of Travis PageTexas. County, 397 and Volume (Tract Two -13271; Parcel Page 1) 1376, Real Property Records, all of Travis County, Texas. I. All easements as set out on the plat of record in Volume 81, Page 186, Plat TRACT Records ofTWO - Parcel Travis County, Two: Those Texas. (Tractrecorded in Volume Two - Parcel 2) 81, Page 186, Plat Records, Volume 5989, Page 141 and Volume 6374, Page 1231, Deed Records J. and All in Volume 7615, easements as set Page out on397 theand platVolume 13271, of record Page 1376, in Volume Real 188, 81, Page Property Plat Records, all Travis Records of of Travis County, County, Texas. Texas. (Tract Two - Parcel 3)

K. TRACT TWO -asParcel All easements Three: set out on theThose recorded plat of record in Volume 81,81, Page Page 188, 191, Plat Plat Records, Volume Records of Travis 6374, Page County, 1231(Tract Texas. and Volume 6889,4)Page 1641, Deed Records Two - Parcel and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property L. Records, Easementallrights of Travis County,inTexas. as reserved restrictions of record in Volume 7615, Page 397, Real Property Records of Travis County, Texas. (Tract 2, Parcels 1, 2, 3, and 4) TRACT TWO - Parcel Four: Those recorded in Volume 81, Page 191, Plat M. Records, Volume Non-exclusi 6374, and ve access Pageright 1231of and Volume way 6889,dated easement Page 1641, Deed May 16, Records 1993, and and in Volume recorded 7615, Page 397 and Volume 13271, Page 1376, Real in Volume 12016, Page 80, Real Property Records of Travis County,Property Records, all of2,Travis Texas. (Tract ParcelCounty, 5) Texas.

N. TRACT TWO - Parcel Access easement Six: Those dated May 7, 1996recorded in Volume and recorded 6374,12683, in Volume Page 1231 Pageand 14, Volume 6889, Page Real Property 1641, Records Deed Records of Travis County, Texas. of Travis County, Texas. (Tract 2, Lot 54 of Parcel 1, and Parcels 7 and 8) TRACT TWO - Parcel Eight: Those recorded in Volume 6889, Page 1641, Deed 0. Water and Records of Travis County,mains wastewater Texas. easement granted to Lower Colorado River Authority, recorded in Volume 13002, Page 174, Real Property Records of Travis B. Electric County, and telephone Texas. (Tract 1)lines easement granted to the City of Austin, recorded in Volume 2128, Page 5, Deed Records of Travis County, Texas. (Tract 1)

2 1 C. Electric transmission and distribution line easement granted to the City of Austin, P recorded Any in of portion Volume 659, Page the property 555,described herein whichof Deed Records falls within Travis the boundaries County, of Texas. (Tract 2) road or roadway. Including, but not limited any to, Old Bee Caves Road. (Tract 1 and Tract 2, parcels 1, 5, 6, 7 and 8) D. Telephone line easement granted to Southwestern Bell Telephone Company, recorded(1/2) One-half life estate in Volume royalty Page 9,inDeed 1465,interest in minerals Records of Travis instrument set out inTexas. as County, (Tracts One and in recorded Volume Two) 2436, Page 525, Deed Records of Travis County, Texas. (Tract 2) Said mineral interest not traced subsequent to the date of the above E. Electric cited and telephone line easement granted to the City of Austin, recorded in instrument. Volume 4501, Page 2199, Deed Records of Travis County, Texas. (Tract 2) R. One-half (1/2) non-participating interest in royalty in minerals as set out in F. recorded Electric and instrument in Volume telephone 4738, Page line easement 2077,toDeed granted Records the City of Travis of Austin, County,in recorded Texas. Volume 8064,2)Page (Tract mineral Said394, Propertynot Real interest tracedof Records subsequent Travis County, the date of(Tract to theTexas. 2) cited instrument. above

G. S. Covenants, telephonerestrictions, conditions, Electric and line easementassessments, of liens the Cityand granted tocharges as set Austin, forth inin recorded Volume that Declaration 8064, certain Page 396, RealNovember dated Property Records recorded 4, 1981, of in Volume Travis County, Texas. page 7615,(Lot 62 of Tract 397, Real2,Property Parcel 3)Records of Travis County, Texas. Said lien of assessments subordinated to the lien of any first money mortgage. (Tract 2, Parcels 1, 2, 3, and H. 4)All easements as set out on the plat of record in Volume 79, Page 363, Plat Records of Travis County, Texas. (Tract Two Parcel 1) T Unrecorded Lease Contract dated August 22, 1991, by and between NAJD II I. Corp., as Lessor(s), All easements as set on the Jack, 01 Cactus andout Inc., plat of as Lessee(s). record in Volume 81,1)Page 186, Plat (Tract Records of Travis County, Texas. (Tract Two - Parcel 2) U. Unrecorded Lease Agreement dated April 1, 1994, by and between NAJD II, J. as Lessor and All easements Corp., as set Backyard Theout Restaurant, on the plat of recordReady in Volume Pageand 81,Inc., to Receive, Direct 188, Plat RecordsInc., Events, Lessee(s) of Travis County, to 0.24 of an acre identified as Texas. (Tract Two - Parcel 3) as "0.24 acre lease area" shown on survey prepared by James A. Garon, R.P.L.S., dated July 1, 1998. K. (Tract 1) All easements as set out on the plat of record in Volume 81, Page 191, Plat Records of Travis County, Texas. (Tract Two Parcel 4)

L. Easement rights as reserved in restrictions of record in Volume 7615, Page 397, Real Property Records of Travis County, Texas. (Tract 2, Parcels 1, 2, 3, and 4)

M. Non-exclusive access and right of way easement dated May 16, 1993, and recorded in Volume 12016, Page 80, Real Property Records of Travis County, Texas. (Tract 2, Parcel 5)

N. Access easement dated May 7, 1996 and recorded in Volume 12683, Page 14, Real Property Records of Travis County, Texas. (Tract 2, Lot 54 of Parcel 1, and Parcels 7 and 8)

0. Water and wastewater mains easement granted to Lower Colorado River Authority, recorded in Volume 13002, Page 174, Real Property Records of Travis County, Texas. (Tract 1)

2 3 pit 014 ) P Any portion of the property herein described which falls within the boundaries of any road or roadway. Including, but not limited to, Old Bee Caves Road. (Tract 1 and Tract 2, parcels 1, 5, 6, 7 and 8)

One-half (1/2) life estate interest in royalty in minerals as set out in instrument recorded in Volume 2436, Page 525, Deed Records of Travis County, Texas. (Tract 2) Said mineral interest not traced subsequent to the date of the above cited instrument.

R. One-half (1/2) non-participating interest in royalty in minerals as set out in instrument recorded in Volume 4738, Page 2077, Deed Records of Travis County, Texas. (Tract 2) Said mineral interest not traced subsequent to the date of the above cited instrument.

S. Covenants, conditions, restrictions, assessments, charges and liens as set forth in that certain Declaration dated November 4, 1981, recorded in Volume 7615, page 397, Real Property Records of Travis County, Texas. Said lien of assessments subordinated to the lien of any first money mortgage. (Tract 2, Parcels 1, 2, 3, and 4)

T Unrecorded Lease Contract dated August 22, 1991, by and between NAJD II Corp., as Lessor(s), and 01 Cactus Jack, Inc., as Lessee(s). (Tract 1)

U. Unrecorded Lease Agreement dated April 1, 1994, by and between NAJD II, Corp., as Lessor and The Backyard Restaurant, Ready to Receive, Inc., and Direct Events, Inc., Lessee(s) as to 0.24 of an acre identified as "0.24 acre lease area" shown on survey prepared by James A. Garon, R.P.L.S., dated July 1, 1998. (Tract 1)

014 EXHIBIT 4.02 (a) EXHIBIT 4.02 (a)

0 PROJECT MANAGEMENT AGREEMENT

This Project Management Agreement (the "Agreement") is entered into as of this Ifnik day of NotimeK , 1999, by and between the LOWER COLORADO RIVER AUTHORITY, a conservation and reclamation district created and funded under Article 16, Section 59 of the Texas Constitution and pursuant to Chapter 74, Acts of the Texas Legislature, Regular Session, 1975, as amended with its principal place of business in the City of Austin, Travis County, Texas, ("Owner"), and CCNG DEVELOPMENT COMPANY, L.P., a Texas limited partnership, as project manager ("Manager"), for services in connection with the design, permitting and construction of a Regional Water and Wastewater System.

RECITALS:

A. Pursuant to that certain Utility Facilities Acquisition Agreement dated It- 11-41 , 1999 (the "Acquisition Agreement"), Owner has agreed to the construction of certain Regional Facilities described in the Acquisition Agreement ("Project").

B. Owner shall provide all financing for the construction of the Regional Facilities and shall hold/execute all contracts in Owner's name.

C. Manager shall be the project manager for the Project on Owner's behalf and provide the services described in this Agreement.

AGREEMENT

NOW, THEREFORE, FOR A FULL AND VALUABLE CONSIDERATION in hand paid, the parties agree as follows:

ARTICLE I

RELATIONSHIP OF THE PARTIES

1.1 Owner and Manager. Manager shall be Owner's agent for the limited purpose of this Agreement. Manager shall oversee the design, permitting, and construction of the Project in consultation with Owner. Manager is authorized and empowered to make revisions to the Plans as recommended by the Design Professionals in consultation with Owner in order to complete the Project in a timely and cost effective manner.

A. Standard of Care. Manager shall act as an agent of Owner under this Agreement. Manager shall cooperate with all Design Professionals and Contractors and shall exercise reasonable skill and judgment in the same general manner as other project managers in the Central Texas area working on projects of similar design and scope.

11/8/99 1.2 Owner and Design Professionals. Owner has entered or will enter into an agreement with Murfee Engineering, Inc., consulting PROJECT MANAGEMENTengineers, AGREEMENT for the design of the Project. Upon the recommendation of Manager, Owner may enter into additional agreements with other engineers, This Projectand/or other design Management professionals Agreement (Murfee Engineering, (the "Agreement") is entered Inc., and into as this iltik ofsuch other engineers, 1999, day of NotimeK or design by andprofessionals between theare hereafter LOWER referred to as COLORADO "Design RIVER AUTHORITY, a to Professionals"), provide conservation andengineering, reclamationlandscaping, design district created and and fundedother services under related Article 16, Section 59 of the to the Project. Manager shall Texas Constitution andadvise pursuantOwner with respect to Chapter to the 74, Acts selection of the Texas of Design Professionals, Legislature, Regular Session, the 1975, asservices amended to with be performed by various its principal place ofDesign businessProfessionals in the City ofand the quality Austin, TravisofCounty, services provided byand Texas, ("Owner"), each CCNGof theDEVELOPMENT Design Professionals. Manager L.P., COMPANY, shall ahave no limited Texas authority to engage, partnership, alter ormanager as project terminate the servicesfor ("Manager"), of any Design services Professionals in connection withwithout Owner's prior the design, written consent. permitting and construction The ofDesign Professionals a Regional Water and shall have the responsibility Wastewater System. to compile, create and file all documents or permits required by governmental entities with respect to the Project. RECITALS:

1.3 A. Owner Pursuant and to Contractors. Upon Facilities that certain Utility the recommendation Acquisitionof Ownerii-11-q1 Manager,dated Agreement , 1999 will enter into an agreement with a Agreement"), (the "Acquisition general contractor(s) Owner has for the Project. agreed to theOwner may enter construction of certain Regional into separate agreements with other Facilities described contractors, in the Acquisition subcontractors, mechanics, suppliers and/or Agreement ("Project"). materialmen (the general contractor and such other contractors, subcontractors, B. mechanics, Owner shallsuppliers, provide alland materialmen financing for thebeing hereafterofcollectively construction the Regionalreferred to asand shall Facilities "Contractors") for the construction hold/execute all contracts in Owner's name.of the Project. Manager shall advise Owner with respect to the selection of Contractors, the services to be performed by Contractors and C. the qualityshall Manager of services provided be the project by each manager forofthe theProject Contractors. Manager on Owner's shall behalf andhave provide no the authority to engage,inalter services described or terminate the services of any Contractor without Owner's this Agreement. express, prior written consent. Contractor shall have the responsibility to compile, create and file any documents or permitsAGREEMENT required or requested by governmental entities with respect to the Project. NOW, THEREFORE, FOR A FULL AND VALUABLE CONSIDERATION in hand 1.4 Manager paid, the and Other parties agree Project Participants. Manager shall use reasonable efforts to maintain as follows: a good and harmonious working relationship with Owner, the Contractors, the Design Professionals and any other personsARTICLE or entitiesI working on the Project. The Contractors are responsible for construction of the Project, and for the performance of all agreements with Owner. Manager RELATIONSHIP shall use reasonable OFefforts to keep Owner informed with respect THE PARTIES to the timing and sequencing of work by the Contractors. 1.1 Owner and Manager. Manager shall be Owner's agent for the limited purpose of this Agreement. Manager shall oversee the design, permitting, and construction of the Project in consultation with Owner. Manager ARTICLE II is authorized and empowered to make revisions to the Plans as recommended by the Design Professionals in consultation with Owner in order to complete the ProjectPROJECT in a timelyDEFINITION and cost effective manner.

The A. termStandard "Project," of when used in this Care. Manager Agreement, shall shall mean act as an agent the total of Owner underdesign, this Agreement. permitting, and constructionManager of the Regional Facilities shall cooperate asall with defined DesigninProfessionals the Acquisition andAgreement. ContractorsThe and terms shall "Work required exercise for the Project" or "Work" reasonable skill andused in thisinAgreement judgment the same general manner shall mean the as other parts various of the total construction. project managers in the Central Texas area working on projects of similar design and scope.

11/8/99 11/8/99 2 1.2 Owner and Design Professionals. Owner has entered or will enter into an agreement with Murfee Engineering, Inc., consulting ARTICLE engineers,III for the design of the Project. Upon the recommendation of Manager, Owner may enter into additional agreements with other MANAGER'S engineers, and/or other design BASIC professionals SERVICES (Murfee Engineering, Inc., and such other engineers or design professionals are hereafter referred to as "Design Professionals"), to provide engineering, landscaping, design and other services related to the Project. 3.1 Manager's Manager Basic shall Services. advise OwnerManager shallto with respect perform the Services the selection described of Design in Section Professionals, the3.2 ("Services"). services to be performed by various Design Professionals and the quality of services provided by each of the Design Professionals. Manager shall have no authority to 3.2 General.alter or terminate the services of any Design Professionals without Owner's prior engage, written consent. The Design Professionals shall have the responsibility to compile, create Thefile and Services shall include all documents the following: or permits required by governmental entities with respect to the Project. A. Manager shall provide overall supervision and administrative oversight of 1.3 the Work.Upon the recommendation of Manager, Owner will enter into an Owner and Contractors. agreement with a general contractor(s) for the Project. Owner may enter into separate agreementsB. with • Manager shall prepare other contractors, and periodically subcontractors, update asuppliers mechanics, construction schedule for and/or materialmen (the review by contractor general Owner. and such other contractors, subcontractors, mechanics, suppliers, and materialmen being hereafter collectively referred to as C. "Contractors") Manager for shall consult the construction of with Owner Manager the Project. and makeshall recommendations advise Ownerwhenever with design details adversely affect constructibility, cost or schedules. respect to the selection of Contractors, the services to be performed by Contractors and the quality of services provided by each of the Contractors. Manager shall have no authorityD. Manager to engage, alter shall assist Owner or terminate in the preparation the services of construction of any Contractor without contracts Owner's and provide express, prior written adVice consent. to Owner Contractor with shall respect have to Contractors.to compile, create the responsibility and file any documents or permits required or requested by governmental entities with Manager shall provide administrative management and related services to respect toE.the Project. coordinate scheduled responsibilities of the Contractors with each other. 1.4 Manager and Other Project Participants. Manager shall use reasonable efforts to maintain a good and Managerworking F. harmonious shall schedule and coordinate relationship with Owner, meetings as reasonably the Contractors, the necessary Design Professionals and to any discuss otherprocedures, persons orprogress entities and scheduling. working on the Project. The Contractors are responsible for construction of the Project, and for the performance of all agreements Manager G. Manager with Owner. shall shall usecoordinate reasonable theefforts sequence of construction to keep Owner informedamong the respect with Contractors. to the timing and sequencing of work by the Contractors.

H. Manager shall develop cash flow reports and forecasts for the Project and advise Owner as toARTICLE variances between II actual and budgeted costs.

I. Manager shall review and PROJECT approve applications for payments from the DEFINITION Contractors and Design Professionals. The term "Project," when used in this Agreement, shall mean the total design, permitting, and constructionJ.of the Substantial Completion. Regional Facilities Subject as defined in to thethe prior written Acquisition approval of Agreement. Owner The terms and the applicable "Work required for the Project" or "Work"Design used inProfessionals, this Agreement Manager shall the shall mean determine variouswhen parts the of the total construction. Project and a Contractor's Work or portion of the Work is substantially complete. In consultation with the applicable Design Professionals and Owner, Manager shall prepare or have prepared a list of incomplete Work which does not conform to the Contract Documents which will be submitted to Owner for its review. 1118/99 11/8/99

2 3 K. Final Completion. Subject to the prior written approval of Owner and the ARTICLE III, Manager shall determine when the applicable Design professionals Project and any Contractor's Work is fmally completed, and shall provide to OwnerMANAGER'S BASIC SERVICES a written recommenda tion regarding payment to the applicable Contractors.

3.1 Manager's L. Basic Services. Record ManagerManager Documents. shall perform the Servicesand shall coordinate described expediteinsubmittals Section 3.2of ("Services"). information from the Contractors for record drawings and specification preparation and shall coordinate and expedite the transmittal of such 3.2 General. documents ("Record Documents") to Owner.

The Services M. shall include Organize theIndex and following: Operation and Maintenance Materials. Prior to the final completion of the Project ("Final Completion"), Manager shall A. Managerorshall compile haveprovide overall compiled supervision manufacturer and administrative s' operations oversight of and maintenance the Work. manuals, warranties and guarantees, shall organize such documents, and shall deliver such documents to Owner on or before the Final Completion. B. • Manager shall prepare and periodically update a construction schedule for N. reviewReports. Status by Owner. Manager shall provide periodic written reports to LCRA on the status of the Project and written recommendations concerning C. Manager change shall consult with Owner and make recommendations whenever orders. design details adversely affect constructibility, cost or schedules. ARTICLE IV D. Manager shall assist Owner in the preparation of construction contracts andDURATION provide adVice OFtoMANAGER' Owner withSrespect SERVICESto Contractors.

4.1 Duration. Managerof E.The duration shall provideServices Manager's administrative under management this Agreement andshall related services be the to later of coordinate scheduled responsibilities of the Contractors with each other. (i) eighteen (18) months after the execution of this Agreement, or (ii) one (1) month after Final Completion of the Project. F. Manager shall schedule and coordinate meetings as reasonably necessary A. Commencemto discuss procedures, ent. The progress commenceme and scheduling. nt date for Manager's Services shall be the date of the execution of this Agreement by Owner and Manager. G. Manager shall coordinate the sequence of construction among the Contractors. ARTICLE V H. Manager shall develop cash flow reports and forecasts for the Project and advise Owner OWNER'Sas to variances RESPONSIBbetween actual ILITIES . and budgeted costs.

5.1 I. Manager Project Requirements shall review . Owner and approve shall provide applications to Manager forinformation complete payments from the regarding Contractors Owner's requirements and for the Design Professionals. Project.

5.2 Substantial Defects.J.If Owner observesCompletion. or otherwiseSubject becomesto the prior aware of written approval any fault of in or defect Owner the and the applicable Project or any nonconformit y withDesign Professionals, the Contract Manager shall determine Documents, Owner shall notify Managerwhen the Project within one (1) working dayand andaprovide Contractor's Work written or portion notice of the to Manager Workfive within is substantially (5) working days. complete. In consultation with the applicable Design Professionals and Owner, Manager shall prepare or have prepared a list of incomplete Work which does not conform to the Contract Documents which will be submitted to Owner for its review. 11/8/99 11/8/99

4 3 K. Final Completion. Subject to the prior written approval of Owner and the 5.3 Approvals. Owner shall furnish applicable Designrequired information professionals, andshall Manager approvals and perform determine when theits responsibilities Project and activities and any Contractor's Work is fmally completed, and shallprogress in a reasonably timely manner to facilitate orderly provide of the Work in cooperation with Manager consistent with this Agreement to Owner a written recommendation regarding payment to the applicable and in accordance withContractors. the planning and scheduling requirements and budgetary restraints of the Project. With respect to any change order request, Owner shall approve or disapprove such requests L. inRecord writingDocuments. within ten (10) days of Manager receipt. shall coordinate and expedite submittals of information from the Contractors for record drawings and specification 5.4 Design Professional. Ownerand preparation shall retain shall one or more coordinate Design Professionals and expedite the transmittalwhose of such services, dutiesdocuments and responsibilities shall be described ("Record Documents") to Owner. in written agreements between Owner and the applicable Design Professionals. M. Organize and Index Operation and Maintenance Materials. Prior to the 5.5 Consistency. Owner shall cause of final completion anythe and all agreements Project between Owner ("Final Completion"), and the Manager shall Contractors to be compatible and consistent with this Agreement. Each compile or have compiled manufacturers' operations and maintenance of the agreements shall recognize manuals, Manager warranties as Owner'sandAgent in providing guarantees, shallManager's organize suchServices as outlined documents, and in this Agreement. shall deliver such documents to Owner on or before the Final Completion.

5.6 Designated N. Representative. Owner Status Reports. shall shall Manager designate an officer, provide periodicemployee or other written reports to LCRA authorized representative to act with respect to the Project. Owner's initial representative on the status of the Project and written recommendations concerning for the Project is Karenorders. change Bondy. This representative shall have the authority to approve changes in the scope of the Project and shall be available during working hours and as often as may be required to render ARTICLE decisions and IV to furnish information in a timely manner. Owner may designate other representatives from time to time upon written notice to Manager. DURATION OF MANAGER'S SERVICES

5.7 4.1 Payments. Owner Duration. The shall make duration paymentsServices of Manager's to Manager, underthe thisContractors Agreementand Design shall be the later of Professionals on the basis of their respective contracts. (i) eighteen (18) months after the execution of this Agreement, or (ii) one (1) month after Final Completion of the Project.

A. ARTICLE VIdate for Manager's Services shall be the Commencement. The commencement date of the execution of this Agreement by Owner and Manager. COMPENSATION FOR MANAGER'S SERVICES AND PAYMENT

6.1 Compensation. Manager shall receive a projectVmanagement fee for the performance of ARTICLE its Services calculated and payable as follows: OWNER'S RESPONSIBILITIES . A. An amount equal to four percent (4 %) of the cost of construction of the Project, 5.1 ProjecttoRequirements. be payable asOwner follows: shall provide to Manager complete information regarding Owner's requirements for the Project. ® 2% of the construction cost due upon award of a construction contract, 5.2 • If1% Defects. of the Owner construction observes cost duebecomes or otherwise followingaware one half construction of any completion, fault or defect in the • 1% of the construction cost due upon acceptance of Project by Owner. Project or any nonconformity with the Contract Documents, Owner shall notify Manager within one (1) working day and provide written notice to Manager within five (5) workingIndays. the event that there are change orders during construction which increase the cost of construction the total project manager fee payable to Manager shall be based on the increased cost. In the event there are change orders during

11/8/99 1 1 /8/99

4 5 construction which decrease the cost of construction the total project manager fee 5.3 Approvals. Owner shall furnish required information and approvals and perform its payable to Manager shall remain 4% of the bid price. responsibilities and activities in a reasonably timely manner to facilitate orderly progress of the Work in cooperation with Manager consistent with this Agreement and in accordance with the planning and scheduling ARTICLE requirements and budgetary restraints of the VII Project. With respect to any change order request, Owner shall approve or disapprove such requests in writing within ten (10) days of receipt. TERMINATION AND SUSPENSION 5.4 Design Professional. Owner shall retain one or more Design Professionals whose 7.1 Termination. services, duties and responsibilities shall be described in written agreements between Owner and the applicable Design Professionals. A. For Cause. This Agreement may be terminated by either party hereto upon thirty (30) days written notice should the other party fail substantially to perform its 5.5 Consistency. Owner shall cause any and all agreements between Owner and the obligations in accordance with the terms through no fault of the other. Contractors to be compatible and consistent with this Agreement. Each of the agreements shall recognize Manager as Owner's Agent in providing Manager's Services as outlined B. Compensation. In the event of termination under Section 7.1(a), Manager shall be in this Agreement. paid its compensation for Services performed to the date of termination in accordance with Article VI. 5.6 Designated Representative. Owner shall designate an officer, employee or other authorized representative to act with respect to the Project. Owner's initial representative for the Project is Karen Bondy. This representative shall have the authority to approve ARTICLE VIII changes in the scope of the Project and shall be available during working hours and as often as may be required to render decisions and to furnish information in a timely ADDITIONAL PROVISIONS manner. Owner may designate other representatives from time to time upon written notice to Manager. 8.1 Confidentiality. Manager shall not disclose or permit the disclosure of any confidential information, except to its agents, employees and other consultants who need such 5.7 Payments. Owner shall make payments to Manager, the Contractors and Design confidential information in order to properly perform their duties relative to this Professionals on the basis of their respective contracts. Agreement.

8.2 Limitation and Assignment. ARTICLE VI A. Successors and Assigns. Owner and Manager each bind themselves, their COMPENSATION FOR MANAGER'S SERVICES AND PAYMENT successors, assigns and legal representatives to the terms of this Agreement. 6.1 Compensation. Manager shall receive a project management fee for the performance of 8.3 Governing Law. Unless otherwise provided, this Agreement shall be governed by the its Services calculated and payable as follows: laws of Texas. A. An amount equal to four percent (4 %) of the cost of construction of the Project, 8.4 Extent of Agreement. This Agreement represents the entire agreement between Owner to be payable as follows: and Manager relating to project management of the Project and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may ® 2%only be amended of the byconstruction cost duesigned written instrument upon by award bothofOwner a construction contract, and Manager. Nothing • 1% of the construction cost due following one half construction completion, contained in this Agreement is intended to benefit any third party. The Contractors and • 1% the Design of the construction Professionals cost due upon are not intended acceptance third party of Project beneficiaries by Owner. of this Agreement.

8.5 In the event Severability. If anythat thereof portion arethis change orders during Agreement is held construction which as a matter of increase law to be the cost of construction unenforceable, the remainderthe of total thisproject manager Agreement feebepayable shall to Manager enforceable withoutshall suchbe based provisions. on the increased cost. In the event there are change orders during

6 5 8.6 Meaningconstruction which decrease of Terms. References madethein cost of construction the singular the total shall include theproject manager plural and the fee payable to Manager shall remain 4% of the bid price. masculine shall include the feminine or the neuter. Section headings or captions are for reference only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement. ARTICLE VII 8.7 Notices. TERMINATION AND SUSPENSION A. Addresses. Any notice, request, demand, consent, approval or other 7.1 Termination. communication (hereafter "notice") required or permitted shall be validly given or made only if in writing and delivered (i) in person to an officer or duly authorized A. For Cause. ThisofAgreement representative may (ii) the other party, be terminated by telegrambyoreither party(iii) telecopy, hereto upon thirty by express (30) courier services, or (iv) deposited in the United States mail, duly certified orits days written notice should the other party fail substantially to perform obligations in accordance registered (return with the terms receipt requested) with through no fault the postage of the prepaid, andother. addressed to the party for whom intended, as follows: B. Compensation. In the event of termination under Section 7.1(a), Manager shall be paid If to its compensation for Services Manager: CCNG performed to theCompany, Development date of termination L.P. in accordance with Article VI. Attn: Daniel Porter 98 San Jacinto Blvd., Suite 1730 Austin, TX 78701 ARTICLE VIII FAX: 512-476-6890

With copies to: ADDITIONAL PROVISIONS David B. Armbrust Armbrust Brown & Davis, L.L.P. 8.1 Confidentiality. Manager shall not disclose or permit 100 Congress the disclosure Avenue, of any confidential Suite 1300 information, except to its agents, employees Austin, and TX other 78701consultants who need such confidential information in order to properly perform FAX: 512-435-2360their duties relative to this Agreement. If to Owner: Lower Colorado River Authority 8.2 Limitation and Assignment. Attn: Karen Bondy, WaterCo Chief Engineer 3701 Lake Austin Blvd. A. Successors and Assigns. Owner and Manager Austin, TX 78703 each bind themselves, their successors, assigns and legal representatives FAX: 473-6722 the terms of this Agreement. to

8.3 Governing Law. With Unless copies to: otherwise provided, Madisonthis Agreement shall be governed by the Jechow laws of Texas. do Lower Colorado River Authority FAX: 473-4010 8.4 Extent of Agreement. This Agreement represents the entire agreement between Owner and Manager relating Any party may,to from project management time to time, by of the Project written noticeand supersedes to the all priora other, designate negotiations, representations different address which or shall agreements, either written be substituted for that or oral. This specified Agreement may above. be amended only by written instrument signed by both Owner and Manager. Nothing contained B. in this All Receipt. Agreement is intended notices shall to benefit be deemed any upon effective third receipt. party. The Contractors and If personally the Design Professionals are not intended third party beneficiaries of delivered or by express courier service, notices shall be deemed receivedthis Agreement. upon actual receipt. If any notice is sent by domestic United Sates mail, the same shall 8.5 Severability. If anyfully be deemed portion of this and delivered Agreement receivedisthree held(3) as abusiness matter of lawafter days to bethe date of unenforceable, the remainder the postmark of this Agreement on the certified or registeredshall mailbereceipt. enforceable without Rejection suchrefusal or other provisions. to accept a notice or the inability to deliver the same because of a change address of which not notice was given shall be deemed to be receipt of the notice sent. 11/8/99 11/8/99

67 8.6 8.8 Meaning of Terms. Counterparts. This References Agreement made may bein executed the singular shallorinclude in one the plural and the more counterparts, each of masculine shall include the femininebut or all theof neuter. whichSection which shall be deemed an original, togetherheadings or captions are for shall constitute but one and reference the same only and are not a part of this Agreement and do not in any way limit or instrument. amplify the terms and provisions of this Agreement. 8.9 Legal Advice; Natural Interpretation. Each party has received independent legal advice 8.7 Notices. from its attorneys with respect to the advisabilility of executing this Agreement. The provisions of this Agreement shall be construed as to their fair meaning, and not for or againstAddresses. A. Any notice, any party based upon anyrequest, demand, attribution consent, approval or other to such party as the source of the language in communication question. (hereafter "notice") required or permitted shall be validly given or made only if in writing and delivered (i) in person to an officer or duly authorized representative 8.10 Relationship of Parties.ofThe the parties other party, agree(ii) bytheir that telegram or telecopy, (iii) by express relationship is that of project manager courier and owner andservices, or (iv) that, except deposited in the United States mail, duly certified or as expressly provided, nothing shall constitute either party the registered agent or (return receipt legal representative requested) of the other forwith anythe postage prepaid, and addressed to the purpose whatsoever, nor shall this party be Agreement fordeemed whom intended, as follows: to create any form of business organization between the parties, nor is either party granted any right or authority to assume or create any obligation or responsibility on behalf of the other CCNG If to Manager: Development Company, L.P. party, nor shall either party be in any way liable for any debt of the other. Attn: Daniel Porter 98 San Jacinto Blvd., Suite 1730 8.11 Exhibits. All references to exhibits or externalTX Austin, 78701 documents made in this Agreement are deemed incorporated in this Agreement, FAX: 512-476-6890 whether or not actually attached. With 8.12 Waiver of copiesThe Breach. David B. Armbrust to: consent by one party to any act by the other for which such Armbrust Brown & Davis, L.L.P. consent was required shall not be deemed to imply consent for the same or any similar 100 Congress Avenue, Suite 1300 acts in the future. No waiver or consent shall be implied from silence or any failure of a Austin, TX 78701 party to act, except as otherwise specified in this Agreement. All rights, remedies, FAX: 512-435-2360 undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. If to Owner: Lower Colorado River Authority 8.13 Manager's Designation of Agent. Manager,Karen Attn: Bondy, WaterCo Chief Engineer upon written notice to Owner, may designate 3701 Lake Austin an agent to carry out Manager's duties under this Agreement.Blvd. Austin, TX 78703 FAX: This Agreement is executed as of the day and 473-6722 year first written above. With copies to: Madison Jechow do Lower Colorado River Authority FAX: 473-4010 MANAGER Any party may, from time to time, by written notice to the other, designate a different address which shall be substituted CCNG for that specified above. DEVELOPMENT COMPANY, L.P. a Texas limited partnership B. Receipt. All notices shall be deemed effective upon receipt. If personally delivered or by express courier service, notices shall be deemed received upon By: CCNG, Inc., General Partner actual receipt. If any notice is sent by domestic United Sates mail, the same shall be deemed fully delivered and received three (3) business days after the date of the postmark on the certified or registered mail receipt. Rejection or1717-qf other refusal 4- to accept a notice or the inability to=463 * 4714-- deliver the same because of a change address Daniel B. Porter Date 11 /8/99 of which not notice was given shall be deemed to be receipt of the notice sent. 11/8/99

8 7 8.8 Counterparts. This Agreement mayPresiden be executed one CEO t inand or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. OWNER

8.9 THEEachLOWER COLORADO RIVER AUTHORIT Y Legal Advice: Natural Interpretation. party has received independent legal advice By. from its attorneys with respect to the advisabilility of executing this Agreement. The provisions of this Agreement shall be construed as to their fair meaning, and not for or air against any party based upon any attribution to such party as the source 2,ZA/ov of the language in j„ 40. Date question. anager, WaterCo. 8.10 Relationship of Parties. The parties agree that their relationship is that of project manager and owner and that, except as expressly provided, nothing shall constitute either party the agent or legal representative of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form of business organization between the parties, nor is either party granted any right or authority to assume or create any obligation or responsibility on behalf of the other party, nor shall either party be in any way liable for any debt of the other.

8.11 Exhibits. All references to exhibits or external documents made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.

8.12 Waiver of Breach. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other.

8.13 Manager's Designation of Agent. Manager, upon written notice to Owner, may designate an agent to carry out Manager's duties under this Agreement.

This Agreement is executed as of the day and year first written above.

MANAGER

CCNG DEVELOPMENT COMPANY, L.P. a Texas limited partnership

By: CCNG, Inc., General Partner

Daniel B. Porter Date 11 /8/99 1 1 /8/99

8 9 ..~

President and CEO

OWNER

THE LOWER COLORADO RIVER AUTHORITY

.~

1 1 /8/99

9 EXHIBIT 4.03 EXHIBIT 4.03

• EXHIBIT 4.03 November 11, 1999

• All treatment basins, tanks, and units will constructed below natural grade to the extent reasonable and good faith efforts will be made to limit the top of the treatment units to three (3) feet about natural ground. • Mechanical equipment will be fully enclosed or submerged and all reasonable methods to suppress plant noise will be incorporated into the plant design. • LCRA will cooperate with the golf course operator in an effort to ensure that sludge hauling activities will be accomplished during off-peak hours of course operation. Access for sludge hauling shall be provided in a way to minimize its impact upon the golf course and surrounding areas. • The plant design will incorporate state of the art odor control methods that include chemical additions at lift stations and or carbon absorption, bio filters or scrubbers at the head works of the plant. • CCNG shall have the right to request and fund the construction of a cover and vent system for the aeration basins. LCRA shall cooperate with the design of the cover and at CCNGs request shall include the construction of the cover as an alternate bid item. • The plant headworks shall be enclosed in a vented structure designed for odor control. • Strict construction limits will be established to limit site disturbance. Construction activities will be diligently pursued to completion. A temporary fence, of reasonably acceptable appearance, will be erected and access to the site for construction and maintenance will be limited to one point of ingress and egress. An existing plant site material survey will be conducted prior to the disturbance of any ground and to the extent reasonably practical existing vegetation shall be transplanted to the perimeter of the site for screening purposes. • The plant site design shall strive to maximize the use of existing vegetation for screening purposes. • LCRA and CCNG shall cooperate with one another to develop a landscaping/screening plan which will be implemented upon completion of the facilities. EXHIBIT 4.03 November 11, 1999

• All treatment basins, tanks, and units will constructed below natural grade to the extent reasonable and good faith efforts will be made to limit the top of the treatment units to three (3) feet about natural ground. • Mechanical equipment will be fully enclosed or submerged and all reasonable methods to suppress plant noise will be incorporated into the plant design. • LCRA will cooperate with the golf course operator in an effort to ensure that sludge hauling activities will be accomplished during off-peak hours of course operation. Access for sludge hauling shall be provided in a way to minimize its impact upon the golf course and surrounding areas. • The plant design will incorporate state of the art odor control methods that include chemical additions at lift stations and or carbon absorption, bio filters or scrubbers at the head works of the plant. • CCNG shall have the right to request and fund the construction of a cover and vent system for the aeration basins. LCRA shall cooperate with the design of the cover and at CCNGs request shall include the construction of the cover as an alternate bid item. • The plant headworks shall be enclosed in a vented structure designed for odor control. • Strict construction limits will be established to limit site disturbance. Construction activities will be diligently pursued to completion. A temporary fence, of reasonably acceptable appearance, will be erected and access to the site for construction and maintenance will be limited to one point of ingress and egress. An existing plant site material survey will be conducted prior to the disturbance of any ground and to the extent reasonably practical existing vegetation shall be transplanted to the perimeter of the site for screening purposes. • The plant site design shall strive to maximize the use of existing vegetation for screening purposes. • LCRA and CCNG shall cooperate with one another to develop a landscaping/screening plan which will be implemented upon completion of the facilities. EXHIBIT 5.04 (b) EXHIBIT 5.04 (b) Exhibit 5.04(b)

Contractor shall look solely to CCNG Development Company, L.P., for payment of all sums due under this agreement. Nothing in this agreement shall create any relationship between Contractor and the Lower Colorado River Authority, and the Lower Colorado River Authority shall have no obligation to Contractor for any sums due under this agreement. Exhibit 5.04(b)

Contractor shall look solely to CCNG Development Company, L.P., for payment of all sums due under this agreement. Nothing in this agreement shall create any relationship between Contractor and the Lower Colorado River Authority, and the Lower Colorado River Authority shall have no obligation to Contractor for any sums due under this agreement. EXHIBIT 7.04 ..~ ....~

EXHIBIT 7.04 EXHIBITS 3.01(a) and 7.04

A. The effect, if any, of the location of overhead electric and telephone lines, power poles and anchors outside of dedicated easements as shown on survey dated May 18, 1998, prepared by George L. Sanders, Registered Professional Land Surveyor No. 1838 ("the Survey").

A. The following restrictive covenants of record itemized below (the Company must either insert specific recording date or delete this exception):

TRACT TWO - Parcel One: Those recorded in Volume 79, Page 363, Plat Records, Volume 5989, Page 141 and Volume 6374, Page 1231, Deed Records and in Volume 7615, Page 397 and Volume 13271; Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Two: Those recorded in Volume 81, Page 186, Plat Records, Volume 5989, Page 141 and Volume 6374, Page 1231, Deed Records and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Three: Those recorded in Volume 81, Page 188, Plat Records, Volume 6374, Page 1231 and Volume 6889, Page 1641, Deed Records and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Four: Those recorded in Volume 81, Page 191, Plat Records, Volume 6374, Page 1231 and Volume 6889, Page 1641, Deed Records and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property Records, all of Travis County, Texas.

TRACT TWO - Parcel Six: Those recorded in Volume 6374, Page 1231 and Volume 6889, Page 1641, Deed Records of Travis County, Texas.

TRACT TWO - Parcel Eight: Those recorded in Volume 6889, Page 1641, Deed Records of Travis County, Texas.

B. Electric and telephone lines easement granted to the City of Austin, recorded in Volume 2128, Page 5, Deed Records of Travis County, Texas. (Tract 1) C. Electric transmission and distribution line easement granted to the City of Austin, recorded in Volume 659,EXHIBITS 3.01(a) Page 555, Deedand 7.04 of Travis County, Texas. (Tract Records 2) PERMITTED EXCEPTIONS D. Telephone line easement granted to Southwestern Bell Telephone Company, 230.92 Acre Tractin Volume 1465, Page 9, Deed Records of Travis County, Texas. (Tracts recorded One and Two) A. The effect, if any, of the location of overhead electric and telephone lines, power E. poles and anchors Electric outsideline and telephone of dedicated easementeasements granted toasthe shown on Austin, City of survey dated Mayin recorded 18, 1998, prepared by George L. Sanders, Registered Professional Land Volume 4501, Page 2199, Deed Records of Travis County, Texas. (Tract 2) Surveyor No. 1838 ("the Survey"). F. Electric and telephone line easement granted to the City of Austin, recorded in Volume 8064, Page 394, Real Property Records of Travis County, Texas. (Tract CCNG Tracts 2)

A.G. The following Electric restrictive line and telephone covenants of record easement itemized granted to the below City of(the Company Austin, mustin recorded either Volumeinsert specific 8064, Pagerecording 396, Realdate or delete Property this exception): Records of Travis County, Texas. (Lot 62 of Tract 2, Parcel 3) TRACT TWO - Parcel One: Those recorded in Volume 79, Page 363, Plat H. Records, Volumeas5989, All easements Page set out on141 the and platVolume of record6374, Page 1231, in Volume 79, Deed Page Records 363, Plat and in Volume 7615, Page 397 and Volume 13271; Records of Travis County, Texas. (Tract Two - Parcel 1) Page 1376, Real Property Records, all of Travis County, Texas. I. All easements as set out on the plat of record in Volume 81, Page 186, Plat TRACT Records TWO - Parcel of Travis County,Two: Those Texas. recorded (Tract in Volume Two - Parcel 2) 81, Page 186, Plat Records, Volume 5989, Page 141 and Volume 6374, Page 1231, Deed Records 3. and Allineasements Volume 7615, as setPage out on397the and Volume plat 13271, of record Page 1376, in Volume 81, Real PageProperty 188, Plat Records, all of Travis County, Texas. Records of Travis County, Texas. (Tract Two - Parcel 3)

K. TRACT TWO -as All easements Parcel Three: set out Those on the plat recorded of recordininVolume Volume81, 81,Page Page188, 191,Plat Plat Records, Volume 6374, Page 1231 and Volume 6889, Records of Travis County, Texas. (Tract Two - Parcel 4) Page 1641, Deed Records and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real Property L. Records, Easementall rights of Travis County, Texas. as reserved in restrictions of record in Volume 7615, Page 397, Real Property Records of Travis County, Texas. (Tract 2, Parcels 1, 2, 3, and 4) TRACT TWO - Parcel Four: Those recorded in Volume 81, Page 191, Plat M. Records, Volume access Non-exclusive 6374, Page and 1231 right and Volume of way 6889, Page easement dated1641, MayDeed Records 16, 1993, and and in Volume 7615, Page 397 and Volume 13271, Page 1376, Real recorded in Volume 12016, Page 80, Real Property Records of Travis County,Property Records, all of 2, Texas. (Tract Travis County, Parcel 5) Texas.

N. TRACT TWO - Parcel Access easement datedSix: MayThose recorded 7, 1996 in Volume and recorded 6374, Page in Volume 12683,1231 and Page 14, Volume 6889, Page 1641, Deed Records of Travis County, Texas. Real Property Records of Travis County, Texas. (Tract 2, Lot 54 of Parcel 1, and Parcels 7 and 8) TRACT TWO - Parcel Eight: Those recorded in Volume 6889, Page 1641, Deed 0. Records Water of Travis and County, Texas. wastewater mains easement granted to Lower Colorado River Authority, recorded in Volume 13002, Page 174, Real Property Records of Travis B. Electric County,and telephone Texas. lines easement granted to the City of Austin, recorded in (Tract 1) Volume 2128, Page 5, Deed Records of Travis County, Texas. (Tract 1)

2 C. Electric transmission and distribution line easement granted to the City of Austin, P. Any portion recorded in of the property Volume herein 659, Page 555,described whichoffalls Deed Records within Travis the boundaries County, of Texas. (Tract any 2) road or roadway. Including, but not limited to, Old Bee Caves Road. (Tract 1 and Tract 2, parcels 1, 5, 6, 7 and 8) D. Telephone line easement granted to Southwestern Bell Telephone Company, Q. One-half recorded(1/2) life estate in Volume 1465,interest Page 9,inDeed royalty in minerals Records as County, of Travis set out inTexas. instrument (Tracts recorded in One and Two) Volume 2436, Page 525, Deed Records of Travis County, Texas. (Tract 2) Said mineral interest not traced subsequent to the date of the above E. cited instrument. Electric and telephone line easement granted to the City of Austin, recorded in Volume 4501, Page 2199, Deed Records of Travis County, Texas. (Tract 2) R. One-half (1/2) non-participating interest in royalty in minerals as set out in F. instrument Electric andrecorded in Volume telephone 4738, Page line easement 2077,toDeed granted Records the City of Travis of Austin, County,in recorded Texas. Volume 8064, Page 394, Real Property Records of Travis County, Texas.of(Tract (Tract 2) Said mineral interest not traced subsequent to the date the above 2) cited instrument. S. G. Covenants, Electric andconditions, telephonerestrictions, assessments, line easement granted tocharges the Cityandof liens as set Austin, forth inin recorded that certain Declaration dated November 4, 1981, recorded in Volume Volume 8064, Page 396, Real Property Records of Travis County, Texas. (Lot 7615, page62 397, Real Property of Tract 2, Parcel 3)Records of Travis County, Texas. Said lien of assessments subordinated to the lien of any first money mortgage. (Tract 2, Parcels 1, 2, 3, and H. 4)All easements as set out on the plat of record in Volume 79, Page 363, Plat Records of Travis County, Texas. (Tract Two - Parcel 1) T. Unrecorded Lease Contract dated August 22, 1991, by and between NAJD II I. Corp., as Lessor(s), All easements and out as set 01 Cactus on the Jack, Inc., plat of as Lessee(s). record in Volume(Tract81,1)Page 186, Plat Records of Travis County, Texas. (Tract Two - Parcel 2) U. Unrecorded Lease Agreement dated April 1, 1994, by and between NAJD II, J. Corp., as Lessor and All easements Theout as set Backyard Restaurant, on the plat of record Ready to Receive, in Volume 81,Inc., Pageand Direct 188, Plat Events, RecordsInc., Lessee(s) of Travis as toTexas. County, 0.24 of an acre (Tract Twoidentified - Parcel 3)as "0.24 acre lease area" shown on survey prepared by James A. Garon, R.P.L.S., dated July 1, 1998. K. (Tract 1) All easements as set out on the plat of record in Volume 81, Page 191, Plat Records of Travis County, Texas. (Tract Two - Parcel 4)

L. Easement rights as reserved in restrictions of record in Volume 7615, Page 397, Real Property Records of Travis County, Texas. (Tract 2, Parcels 1, 2, 3, and 4)

M. Non-exclusive access and right of way easement dated May 16, 1993, and recorded in Volume 12016, Page 80, Real Property Records of Travis County, Texas. (Tract 2, Parcel 5)

N. Access easement dated May 7, 1996 and recorded in Volume 12683, Page 14, Real Property Records of Travis County, Texas. (Tract 2, Lot 54 of Parcel 1, and Parcels 7 and 8)

0. Water and wastewater mains easement granted to Lower Colorado River Authority, recorded in Volume 13002, Page 174, Real Property Records of Travis County, Texas. (Tract 1)

2 3 P. Any portion of the property herein described which falls within the boundaries of any road or roadway. Including, but not limited to, Old Bee Caves Road. (Tract 1 and Tract 2, parcels 1, 5, 6, 7 and 8)

Q. One-half (1/2) life estate interest in royalty in minerals as set out in instrument recorded in Volume 2436, Page 525, Deed Records of Travis County, Texas. (Tract 2) Said mineral interest not traced subsequent to the date of the above cited instrument.

R. One-half (1/2) non-participating interest in royalty in minerals as set out in instrument recorded in Volume 4738, Page 2077, Deed Records of Travis County, Texas. (Tract 2) Said mineral interest not traced subsequent to the date of the above cited instrument.

S. Covenants, conditions, restrictions, assessments, charges and liens as set forth in that certain Declaration dated November 4, 1981, recorded in Volume 7615, page 397, Real Property Records of Travis County, Texas. Said lien of assessments subordinated to the lien of any first money mortgage. (Tract 2, Parcels 1, 2, 3, and 4)

T. Unrecorded Lease Contract dated August 22, 1991, by and between NAJD II Corp., as Lessor(s), and 01 Cactus Jack, Inc., as Lessee(s). (Tract 1)

U. Unrecorded Lease Agreement dated April 1, 1994, by and between NAJD II, Corp., as Lessor and The Backyard Restaurant, Ready to Receive, Inc., and Direct Events, Inc., Lessee(s) as to 0.24 of an acre identified as "0.24 acre lease area" shown on survey prepared by James A. Garon, R.P.L.S., dated July 1, 1998. (Tract 1)

3 EXHIBIT 11.01 (a) EXHIBIT 11.01 (a) • City of Austin Founded by Congress. Republic of Texas. 1839

7 N1unicipal Building. Eighth at Colorado. P.O. Box 1088. Austin. Texas 78767 Telephone 512/ 499-200i

July 7, 1999

Mr. Daniel B. Porter •

CCNG Development Company, L.P. 98 San Jacinto Blvd., #1730 Austin, Texas 78701

Re: Agreement between the City of Austin and CCNG Development Company, L.P.

Dear Mr. Porter:

You have advised the City of Austin (City) that either CCNG Development Company, L.P. (CCNG) or possibly the Lower Colorado River Authority (LCRA), or CCNG's or LCRA's successors in interest, intend to file an application with TN . RCC for approval of a no-discharge permit 'to operate a wastewater treatment plant and to irrigate effluent (Permit). It is our understanding that the wastewater treatment plant and the initial disposal site will be on a 983 acre tract currently owned by CCNG's AfRii2tn, CCNG Properties L.P. and located partially within the extraterritorial jurisdiction (ETJ) of the Village of Bee Cave, partially within the corporate limits of the Village of Bee Cave, and partially within the ETJ of the City of Austin (Property). CCNG has the right to purchase the Property from CCNG Properties L.P. and to develop the Pioperty. The location of the Property is shown on the drawing attached as Exhibit A to this Letter Agreement which is incorporated in this Letter Agreement by reference for all purposes.

Let me take this opportunity to express the City's appreciation for the opportunity to work with you during the planning stages of the development of your Property and to open a dialogue concerning sensitive environmental issues that are of mutual concern.

You and your consultants have met with representatives of the City in an effort to address the City's concerns regarding the terms of the proposed Permit prior to the filing of the application for that Permit with TNRCC. As you are aware, the City is vitally concerned about the potential impact of the operation of these proposed facilities on water quality in the area. To this end, we have agreed upon certain conditions, which, if incorporated in the application for the Permit and ultimately included as special conditions in the Final Draft Permit approved by TNRCC, will sufficiently address the City's concerns. In return, the City of Austin will not object to the issuance of the Final Draft Permit as the Permit pertains to this specific Property if it contains the special conditions set forth in Exhibit B, or if CCNG agrees on behalf of itself and its successors and assigns to operate and maintain the irrigation disposal system for the Property in accordance with the conditions set forth in Exhibit B, notwithstanding the fact that such conditions are not contained in the special conditions of the Final Draft Permit. CCNG Development Co., L.P. Letter Agreement, Page 2 • City of Austin This Letter Founded by Agreement constitutes Congress. Republic of the agreement Texas. 1839 between CCNG and the City regarding

7 N1unicipal Building. the inclusion

conditions. of thoseEighth at Colorado. conditions P.O.conditions as special Box 1088.in Austin. Texas the terms of78767 Telephone the Permit and the512/ 499-200i operation and maintenance of the irrigation disposal system in accordance with those July 7, 1999 The conditions are set forth in Exhibit B attached to this Letter Agreement and are incorporated in this Letter Agreement by reference for all purposes.

First, CCNG Mr. Daniel B. agrees Porter to incorporate these conditions as proposed special conditions in the •

application for CCNG Development the Permit Company, if CCNG L.P. is the applicant for the Permit and to seek the inclusion of these 98 San Jacinto special Blvd., #1730conditions in the Final Draft Permit to be issued by TRNCC, whether the application Austin, Texas 78701 for the Permit is made by CCNG or LCRA.

Second, Re: CCNG agrees Agreement thatthe between the City City of of Austin Austin andmay CCNG intervene beforeCompany, Development TNRCC to assist L.P. CCNG in securing approval for the inclusion of these special conditions in the Permit. Dear Mr. Porter: Third, if the Final Draft Permit does not contain the conditions outlined in Exhibit B, CCNG You have understands advised the andCityagrees on (City) of Austin behalfthat of itself eitherand its successors CCNG Development andCompany, assigns to operate and maintain the irrigation L.P. (CCNG) or possibly the Lowerdisposal system River for the Property in accordance Colorado Authority (LCRA), or CCNG'swith or the conditions set forth in Exhibit B even if CCNG is not LCRA's successors in interest, intend to file an application with TN the applicant for the Permit, . RCC for approval of unless otherwisepermit a no-discharge prohibited by applicable 'to operate law, rules a wastewater or requirements treatment plant and of to theirrigate TNRCC effluentor other regulatory authority, in which case CCNG agrees to operate (Permit). It is our understanding that the wastewater treatment plant and the initial and maintain the irrigation disposal siteandwill disposal be on system for the a 983 acre tractproperty currently in owned accordance with theAfRii2tn, by CCNG's remainingCCNG conditions in Exhibit B that are not otherwise prohibited by applicable Properties L.P. and located partially within the extraterritorial jurisdiction (ETJ) of law, rules, or the requirements of the TN. RCC or other regulatory authority. Village of Bee Cave, partially within the corporate limits of the Village of Bee Cave, and partially within the ETJ of the City of Austin (Property). CCNG has the right to purchase Fourth, CCNGfrom the Property agrees that the CCNG terms of L.P. Properties this Letter and toAgreement develop the shall Pioperty.runThewith the land, location and of the CCNG Property agrees thaton is shown it will execute attached the drawing a Restrictive Covenant as Exhibit encumbering A to this that portion-of Letter Agreement which isthe Property in accordance with the conditions set forth in incorporated in this Letter Agreement by reference for all purposes. Exhibit B acceptable in form and content to the City and. CCNG reflecting the terms of this Letter Agreement which shall be Letplaced me takeof record in the RealtoProperty this opportunity expressRecords of appreciation the City's Travis County, forTexas. the opportunity to work with you during the planning stages of the development of your Property and to Fifth, if a controversy arises between CCNG and the City regarding any of the terms of open a dialogue concerning sensitive environmental issues that are of mutual concern. this Letter Agreement including whether CCNG is operating and maintaining the irrigation disposal You and your systemhave in compliance with the conditions contained in Exhibit B, consultants met with representatives of the City in an effort to address specific enforcement the City's of the terms concerns regarding theofterms this Letter of theAgreement proposed shall Permitbe prior available in afiling to the courtofofthe competent jurisdiction. Venue for any cause of action arising under this Letter application for that Permit with TNRCC. As you are aware, the City is vitally concerned Agreement shall lie in Travis County, Texas. about the potential impact of the operation of these proposed facilities on water quality in the area. To this end, we have agreed upon certain conditions, which, if incorporated in Sixth, notwithstanding for theany otherand remedies provided by thisasLetter Agreement, theinparties the application Permit ultimately included special conditions the Final to this Letter Agreement understand and agree that neither the Draft Permit approved by TNRCC, will sufficiently address the City's concerns.City nor CCNG, by In enteringthe return, intoCity thisofLetter AustinAgreement, have to will not object waived or diminished the issuance of the Final any Draftright, Permit power, as theor ability Permiteither may pertains to have to participate this specific in any Property if it way in any contains thefuture conditions setproceeding administrative special forth in after the issuance of the initial Permit before another government agency with Exhibit B, or if CCNG agrees on behalf of itself and its successors and assigns to operate jurisdiction to regulate and maintain anythematter addressed irrigation by system disposal this Letter Agreement. for the Property Specifically, in accordancebut without with the limitation, the parties to this Letter Agreement agree that nothing conditions set forth in Exhibit B, notwithstanding the fact that such conditions are not in this Letter Agreement limits, impairs or in any way changes the City's or CCNG's rights to contained in the special conditions of the Final Draft Permit. participate in andlor initiate administrative proceedings or litigation with regard to the CCNG Development Co., L.P. CCNG Letter Development Agreement, Page Co., 2 L.P. Letter Agreement, Page 3 This Letter Agreement constitutes the agreement between CCNG and the City regarding Permit or with regard to CCNG's operation and maintenance of the irrigation disposal thesystem. inclusion of those conditions as special conditions in the terms of the Permit and the operation and maintenance of the irrigation disposal system in accordance with those conditions. The conditions are set forth in Exhibit B attached to this Letter Agreement Seventh, the City acknowledges that CCNG will request the Village of Bee Cave to take and are incorporated in this Letter Agreement by reference for all purposes. action to request the release of that area of the City's extraterritorial jurisdiction as shown in Exhibit—C, and which is incorporated in this Letter Agreement by reference First, CCNG agrees to incorporate these conditions as proposed special conditionsfor in all the purposes. The staff of the City will place the matter on a City Council agenda within application for the Permit if CCNG is the applicant for the Permit and to seek the thirty (30) days from the date the City receives the request from the Village of Bee Cave inclusion of these special conditions in the Final Draft Permit to be issued by TRNCC, and will support a resolution for consideration by the City council releasing the territory whether the application for the Permit is made by CCNG or LCRA. described and shown on that Exhibit to the Village of Bee Cave. Second, CCNG agrees that the City of Austin may intervene before TNRCC to assist Eighth, CCNG agrees to execute, prior to the release of the territory shown on Exhibit C CCNG to theinVillage securingofapproval for the inclusion of these special conditions in the Permit Bee Cave, a conservation easement mutually acceptable in form and. content to the City and CCNG in favor of The Nature Conservancy of Texas, Inc. 1) Third, if the Final Draft Permit does not contain the conditions outlined in Exhibit B, limiting development in the territory shown on Exhibit C to a level which does not CCNG understands and agrees on behalf of itself and its successors and assigns exceed 10 percent impervious cover based on the gross area shown on Exhibit C and 2) to operate and maintain the irrigation disposal system for the Property in accordance with excluding all development except trails and golf cart paths from an area 100 feet from the the conditions set forth in Exhibit B even if CCNG is not the applicant for the Permit, centerline of any tributaries with drainage areas greater than 64 acres. CCNG also agrees unless otherwise prohibited by applicable law, rules or requirements of the TNRCC or that the conservation easement will limit the development in the territory shown on other regulatory Exhibit C to single-family in which case authority, residential; CCNG provided, agrees however, to operatewithin development and such maintainarea the irrigation may also and disposal include streets,system utilities,for the quality water property in accordance facilities with the and recreational remaining amenities, conditions in Exhibit B that are not otherwise prohibited by applicable including but not limited to golf course uses involving spray irrigation in connection with law, rules, or requirements of the TN such single-family . RCC or other residential regulatory authority. use. Development in the area shown on Exhibit C will include water qnality control strategies that result in no increase in annual pollutant loads Fourth, CCNGCCNG discharged. agreesshall that file the terms a copyofofthis Letterwater its final Agreement quality shall plans,run with with thethe City, land, as and CCNG agrees that documentation it will execute of compliance with athis Restrictive paragraph.Covenant encumbering that portion-of the Property in accordance with the conditions set forth in Exhibit B acceptable in form and content Ninth,tothetheCity Cityand and.CCNGCCNG reflecting the acknowledge that terms the Cityof this has Letter Agreement an existing monitoringwhich shall station be on placed of record in the Real Property Records of Travis County, the Property, but that no written agreement between the parties governs the use of Texas. such station. The City and CCNG agree to negotiate in good faith an easement for the Fifth, if a controversy operation and maintenance arisesofbetween CCNG such station, the and termstheandCity regarding conditions any ofarethe of which to terms be of this Letter Agreement acceptable to both parties. including whether CCNG is operating and maintaining the irrigation disposal system in compliance with the conditions contained in Exhibit B, specific Finally,enforcement CCNG agrees of thethattermsthisofLetter this Letter Agreement Agreement shall be is binding available upon in a court its successors in of competent interest. jurisdiction. Venue for any cause of action arising under this Letter Agreement shall lie in Travis County, Texas. I have taken the liberty of forwarding to you two originals of this Letter Agreement; if the Sixth, terms notwithstanding are acceptable, any other please signremedies provided in the space by this provided belowLetter Agreement, on both originals the andparties return to one thisoriginal Letter Agreement understand and agree that neither the to me. In executing this Letter Agreement on behalf of CCNG DevelopmentCity nor CCNG, by entering Company, into L.P., this Letter Agreement, you represent that youhavearewaived or diminished the President and Chiefany right, Officer Executive power,of or ability CCNG, either may Inc., thehave generalto participate partner of in any way CCNG in any future Development administrative Company, L.P., and proceeding that you after the issuance of the initial Permit before another government have the authority to commit CCNG Development Company, L.P. to the terms agency with jurisdiction of this to Letter regulate any matter addressed by this Letter Agreement. Agreement, and that this Letter Agreement is the act of CCNG Development Specifically, but without limitation, Company,the parties L.P.; and you to this Letter Agreement acknowledge that the City agree that nothing of Austin in upon is relying this Letter those Agreement limits, impairs or in any way changes the City's or representations in entering into this Letter Agreement. In executing this letter agreementCCNG's rights to participate on behalfinofandlor the Cityinitiate administrative I represent that I am the proceedings City Manager or litigation with of the City regard and that I to the have authority to commit the City to the terms of this letter agreement and that this letter CCNG Development Co., L.P. CCNG Development Co., L.P. Letter Agreement, Page 4 Letter Agreement, Page 3 agreement is the act of the City and I acknowledge that CCNG is relying upon these Permit or with regard to CCNG's operation and maintenance of the irrigation disposal representations system. upon entering into this letter agreement Sincerely yours, Seventh, the City acknowledges that CCNG will request the Village of Bee Cave to take action to request the release of that area of the City's extraterritorial jurisdiction as shown in Exhibit—C, and which is incorporated in this Letter Agreement by reference for all purposes. The staff of the City will place the matter on a City Council agenda within let..vc-LtLA thirty (30) days from the date the City receives the request from the Village of Bee Cave Jesus Garza and will support a resolution for consideration by the City council releasing the territory City Manager described and shown on that Exhibit to the Village of Bee Cave. City of Austin Eighth, CCNG agrees to execute, prior to the release of the territory shown on Exhibit C to the Village of Bee Cave, a conservation easement mutually acceptable in form and Approved as to content to the City and CCNG in favor of The Nature Conservancy of Texas, Inc. 1) Form and Contact limiting development in the territory shown on Exhibit C to a level which does not exceed 10 percent impervious cover based on the gross area shown on Exhibit C and 2) excluding all development except trails and golf cart paths from an area 100 feet from the centerline of any tributaries with drainage areas greater than 64 acres. CCNG also agrees Daniel B. Porter, that the conservation easement will limit the development in the territory shown on 19;iff President and CEO Exhibit C to single-family residential; provided, however, development within such area of CCNG, Inc., may also include streets, utilities, water quality facilities and recreational amenities, - General Partner including but not limited to golf course uses involving spray irrigation in connection with such single-family residential use. Development in the area shown on Exhibit C will include water qnality control strategies that result in no increase in annual pollutant loads discharged. CCNG shall file a copy of its final water quality plans, with the City, as documentation of compliance with this paragraph.

Ninth, the City and CCNG acknowledge that the City has an existing monitoring station on the Property, but that no written agreement between the parties governs the use of such station. The City and CCNG agree to negotiate in good faith an easement for the operation and maintenance of such station, the terms and conditions of which are to be acceptable to both parties.

Finally, CCNG agrees that this Letter Agreement is binding upon its successors in interest.

I have taken the liberty of forwarding to you two originals of this Letter Agreement; if the terms are acceptable, please sign in the space provided below on both originals and return one original to me. In executing this Letter Agreement on behalf of CCNG Development Company, L.P., you represent that you are the President and Chief Executive Officer of CCNG, Inc., the general partner of CCNG Development Company, L.P., and that you have the authority to commit CCNG Development Company, L.P. to the terms of this Letter Agreement, and that this Letter Agreement is the act of CCNG Development Company, L.P.; and you acknowledge that the City of Austin is relying upon those representations in entering into this Letter Agreement. In executing this letter agreement on behalf of the City I represent that I am the City Manager of the City and that I have authority to commit the City to the terms of this letter agreement and that this letter CCNG Development Co., L.P. Letter Agreement, Page 4 agreement is the act of the City and I acknowledge that CCNG is relying upon these representations upon entering into this letter agreement

Sincerely yours,

101144,4c-Ltia Jesus Garza City Manager

to) City of Austin

%Mil II . Delmont: Mini lISr1, 1998

1 . Approved as to Form and Contact

It.,1,1,1it .1, I moo. it%

1.5 3 Miles Daniel B. Porter,

Source: Ki Iicicl President and CEO

t./ . of CCNG, Inc., - General Partner

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of Cu Developinent CCNG

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CCNG Development

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♦

Onion Creek t k- • ; I • 141.411111V . 1111111 !IS1t, 1998 . lily ul Att%iiii id% ,11.111., IAA, I Ai, .1, r null I 16,d. rJ 1 .

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J EDIT B

CONDITIONS FOR EFFLUENT IRRIGATION ON GOLF COURSES

To the extent a golf course is developed on the Property, CCNG Development ("CCNG") agrees to prepare and implement a Golf Course Management Plan (the "Plan") to include the following components and criteria:

1) Buffer Zones — The following specific requirements shall be included in the Plan:

a) A minimum buffer zone of 1000 feet shall be provided from the centerline of Little Barton Creek to any portion of the golf course or other areas irrigated with effluent, except for a minimum buffer of 500 feet from those specific sites identified on Exhibit B-I. b) A minimum buffer zone of 150 feet shall be provided from the centerline of any tributaries to Little Barton Creek that drain more than 64 acres to any portions of the golf course or other areas irrigated with effluent, except where the width of such buffer zone would materially interfere with CCNG's golf course design in . which case such buffer zone may be a minimum of 100 feet. Encroachments into the buffer zone along the tributaries may be allowed based upon a water quality mitigation plan agreeable to both CCNG and the City. c) The designated buffer zones along Little Barton Creek and the buffer zones along its tributaries shall be maintained: i) free of effluent irrigation, except normal drift caused by weather conditions; ii) free of fertilizers; and iii) free of pesticides

2) Irrigation Management Plan Goal: To irrigate effluent water such that effluent irrigation runoff to Little Barton Creek and its tributaries is prevented and to reduce subsurface losses of nutrients and pesticides. Irrigation management will be based on- a water budget, and weather conditions and soil moisture data obtained by CCNG's on-site weather station.

a) The following irrigation management components shall be included in the plan:

i) Water budget to incorporate g_water inputs, such as effluent, raw water, and rainfall for a reliable irrigation plan. Total storage capacity, including design freeboard, shall provide a minimum of 50 days storage with 150 acres of irrigation area. In the event additional irrigation area is available the total storage requirement, including design freeboard, shall be 1) based on a water balance and storage calculation that accounts for an average five-day antecedent infiltrated rainfall condition in the water needs and 2) includes an additional 25 percent safety factor on the storage requirement. iii) On site weather station to measure rainfall, temperature, wind conditions EDIT and soil moisture in order B evaportranspiration. to determine iv) Water Quality Management Zones established based on turf and plait type CONDITIONS FOR and soils, withEFFLUENT IRRIGATION specific irrigation ON GOLF strategies specific to the COURSES zone v) Irrigation strategies to account for both the turf and plant growing season To the extent a golf and course dormantisseason developed on thequality and water Property, CCNG manageme Development ("CCNG") nt zones. agrees to prepare and implement a Golf Course Management Plan (the "Plan") to include the following components b) The following and requiremen specific criteria: ts shall be included in the Plitt:

1) Bufferi)Zones acceptanc — The following e of no specific more than requirements 400,000 gallons shall be perincluded in the Plan: day of effluent, on an annual average basis, for storage or irrigation a) Aii) minimum bufferof a minimum zone 150 of 1000 acres of feet shallarea irrigable be provided provided tofromreceive thewaste centerline water of Little Barton Creek effluent to any through portion of the golf course or other areas irrigated with irrigation effluent, iii) except for a minimum effluent irrigation rate shall not buffer exceedof3.0500acre-feet/ac feet from re those per year specific sites identified iv) noonirrigation Exhibit B-I.during rain, and use of prudent judgment when rain is b) A minimum pendingbuffer zone of 150 feet shall be provided from the centerline of any tributaries v) to Little Barton prohibition Creekng of overwateri that or drain moreofthan saturation root 64 zone acres to any portions to minimize runoff of the golf course or other and leaching areas irrigated with effluent, except where the width of losses such vi) buffer zone would materially maintenance of irrigation facilities, interfere including with CCNG's golf course structural design integrity of in . which case such buffer drainage featureszone may be a minimum and application equipmentof 100 feet. Encroachments into thevii)buffermaximization of water efficiency bybe zone along the tributaries may allowed frequent based at mowing upon a water moderate quality height, mitigation plan agreeable consistent to both with industry CCNG and the City. standards c) The viii)designated operation buffer zones along of irrigation LittletoBarton equipment encourageCreek and deep thedevelopme root buffer zones along nt and its tributaries shall be maintained: to avoid wilting and other stress conditions i) free of effluent irrigation, except normal drift caused by weather conditions; 3) Nutrient Manageme nt Plan Goal: To limit effluent, raw water and fertilizer nutrient ii) application free s to of fertilizers; levels equal toandor less than turfgrass and vegetation nutrient uptake in iii) free of pesticides order to minimize nutrient transportation via runoff; interflow, or deep percolation, based on best management for golf courses in environmentally sensitive areas. 2) Irrigation Management Plan Goal: To irrigate effluent water such that effluent irrigation runoff to a) The following Littlemanageme nutrient Barton Creek and its tributaries nt component is prevented s shall be included in the and Plan:to reduce subsurface losses of nutrients and pesticides. Irrigation management will be based on- a wateri) budget, and budget Nutrient weather to conditions account for and soilconstituent nutrient moisture sdata obtained in effluent, by CCNG's fertilizers, on-site weather rawstation. water, and rainfall ii) Slow release fertilizers used to reduce nitrogen loss below the root zone a) The iii)following irrigation Fertilizer management application s at times components and amounts shall be included commensu rate withinturfgrass the plan: growth requirements based on species and cultivar, climate, soil i) Water budget conditions, andtochemical incorporate g_water formulatio n inputs, such as effluent, raw water, iv) and Waterrainfall for aManagem Quality reliable irrigation ent Zonesplan.established based on soils, turf and Total plant cover goals, and levelincluding storage capacity, of use in orderdesign freeboard, to plan fertilizer andshall provide a irrigation minimum applicationof s 50 days storage with 150 acres of irrigation area. In the event additional irrigation area is available the total storage requirement, including b) The following specific design freeboard, requiremen ts shallshall be 1) based be included in theon a water balance and Plan: storage calculation that accounts for an average five-day antecedent i) infiltrated rainfalls condition nutrient application not to exceed in turf the and water needs plant uptake and 2) includes requireme nts an additional 25 during any season percent safety factor on the storage requirement.

1•••••• ••••••• iii) On site weather station to measure rainfall, temperature, wind conditions on bare soils ii) and soil of prohibition chemical moisture inapplications order to determine evaportranspiration. and handling of fertilizers in areas with low soil depth and Water care iii) iv) increased Quality Management Zones established based on turf and plait type features. karstand soils, with specific irrigation strategies specific to the zone iv) v) improvement of nutrienttouptake efficacy through selection of realistic Irrigation strategies account for both the turf and plant growing _season turfgrass goals, selection of application rates to meet goals, use of soil and and. dormant season and water quality management zones. tissue tests to direct application rates, and accounting for nutrient history or credits (clipping management) b) The application following specific requirements shall be included in the PI& : v) development of course monitoring plan to track nutrient levels vi)i) assessment of potential off-site transport prior to application acceptance of no more than 400,000 gallons per day of effluent, on an annual average basis, for storage or irrigation 4) Integrated Pest aManagement Plan Goal: To design and implement an integrated ii) minimum of 150 acres of irrigable area provided to receive waste water pest management ("IPM") component of the Plan in order to rninirnin toxic chemical effluent through irrigation transportation via runoff, interflow, or deep percolation, based on best management iii) effluent irrigation rate shall not exceed 3.0 acre-feet/acre per year coursesno for golfiv) environmentally in irrigation sensitive areas. during rain, and use of prudent judgment when rain is pending following a) The v) pesticide management components shall be included in the plan: prohibition of overwatering or saturation of root zone to minimize runoff and leaching losses i) vi) IPM Plan integratedofwith irrigation, fertilization, and cultural management maintenance irrigation facilities, including structural integrity of plans drainage features and application equipment ii) vii) Action thresholds developed and implemented for pests below which no maximization of water efficiency by frequent mowing at moderate height, applications is used, to reduce the use of pesticides consistent with industry standards iii)viii) Pesticide selection using pest specific products that are less toxic, less operation of irrigation equipment to encourage deep root development and mobile, and less persistent or using alternate control strategies to reduee to avoid wilting and other stress conditions hazards to beneficial orgarrigimc iv) Minimi7ed applications to reduce hazards to beneficial organisms using 3) Nutrient Management Plan Goal: To limit effluent, raw water and fertilizer nutrient label, chemical characteristics, site characteristics applications to levelsfrom information equal to or less than turfgrass and vegetation nutrient uptake in v) to Water Quality Management Zones established based on soils, turf and order minimize nutrient transportation via runoff; interflow, or deep percolation, plant cover goals, and level of use in order to plan pesticide applications based on best management for golf courses in environmentally sensitive areas. b) The following specific requirements shall be included in the Plan: a) The following nutrient management components shall be included in the Plan: 1) i) use of spot treatments wherever possible, rather than broadcast treatments Nutrient budget to account for nutrient constituents in effluent, fertilizers, ii) incorporation of pesticides into soil/turf to reduce exposure to runoff and raw water, and rainfall ii) enhance adsorption Slow release fertilizers used to reduce nitrogen loss below the root zone iii)iii) proper equipment maintenance and calibration for all volumes of Fertilizer applications at times and amounts commensurate with turfgrass application growth requirements based on species and cultivar, climate, soil iv) proper disposal of all unused chemicals and containers conditions, and chemical formulation v) iv) prohibition on use of chemigation equipment Water Quality Management Zones established based on soils, turf and vi) increase in care of handling of toxic chemicals in areas of low soil depth plant cover goals, and level of use in order to plan fertilizer and irrigation karst features andapplications vii) selection of pesticide formulations to reduce pesticide leaching losses (wettable powders, dusts, and microgranules are preferred) b) The following specific requirements shall be included in the Plan: to local viii) control and timing of pesticide application in relation environmental conditions 1) nutrient applications not to exceed turf and plant uptake requirements ix) development of course monitoring plan to track pest infestation during any season assessment of potential off-site transport prior to application

p.,.._ — L. • 1•••••• Mb 41.0.0.11.

..t.1 frill 1/00 ii) prohibition of chemical applications on bare soils 5) Mon itori ng Plan: The iii) increased care City or CCNGofmay and handling implemen fertilizers t a mon in areas withitori lowngsoil depth plan forand the golf cour se, karst coordina ted with CCN G's staff to obta in quantitati4 e infomiaticut features. the impacts of the golf course. The monitoring plan and iv) improvement of nutrient uptake efficacy throughlocat ion of of selection therealistic devices shall be approved by CCNG and implemented turfgrass goals, selection of application rates to meet withgoals,the useleast- of soil and _ intetference with the normal operations of the facilities and tissue tests to direct application rates, and accounting at no costfortonutrient CCNG installatio n, maintena nce,oroper ation , analysis, repair or replacelUent, except that application history credits (clipping management) CCNG agrees to reimburse the City for 50% of the v) development of course monitoring plan to track nutrient costlevels of the installation, maintenance, operation, analysis, repair or replacement vi) of such facilities up to. a assessment of potential off-site transport prior to application maximum of SI 0,000.00 per year. The monitoring plan may include monitoring of some comb 4) Integrated Pestinati on of the follo Management wingGoal: Plan featuTo res:design and implement an integrated pest ma agement ("IPM") component of the Plan in order to minimize toxic chemical a) surface transportationwate r monitori via runoff, ng up- or interflow, anddeep dovk -stream of the percolation, golfoncour based bestsemanagement on Little Batton Cree k for golf courses in environmentally sensitive areas. b) nearby springs and seeps c) shallow grou a) The following ndwatermanagement components chill be included in the plan: pesticide d) flowing tributaries draining golf course properties e) tile drains from greens and fairways i) IPM Plan integrated with irrigation, fertilization, and cultural management plans ii) Action thresholds developed and implemented for pests below which no applications is used, to reduce the use of pesticides iii) Pesticide selection using pest specific products that are less toxic, less mobile, and less persistent or using alternate control strategies to reduee hazards to beneficial organignig iv) Minirni7ed applications to reduce hazards to beneficial organisms using information from label, chemical characteristics, site characteristics v) Water Quality Management Zones established based on soils, turf and plant cover goals, and level of use in order to plan pesticide applications

b) The following specific requirements shall be included in the Plan:

1) use of spot treatments wherever possible, rather than broadcast treatments ii) incorporation of pesticides into soil/turf to reduce exposure to runoff and -. enhance adsorption iii) proper equipment maintenance and calibration for all volumes of application iv) proper disposal of all unused chemicals and containers v) prohibition on use of chemigation equipment vi) increase in care of handling of toxic chemicals in areas of low soil depth and karst features vii) selection of pesticide formulations to reduce pesticide leaching losses (wettable powders, dusts, and microgranules are preferred) viii) control and timing of pesticide application in relation to Ideal environmental conditions ix) development of course monitoring plan to track pest infestation x) assessment of potential off-site transport prior to application

Page 4 of 4 07/12/99 Obir 5) Monitoring Plan: The City or CCNG may implement a monitoring plan for the golf course, coordinated with CCNG's staff to obtainquantitati4 e infomiaticut the impacts of the golf course. The monitoring plan and location of the devices shall be approved by CCNG and implexnented with the least- intetference with the normal operations of the facilities and at no cost to CCNG installation, maintenance, operation, analysis, repair or replacelUent, except that CCNG agrees to reimburse the City for 50% of the cost of the installation, L maintenance, operation, analysis, repair or replacement of such facilities up to. a maximum of SI 0,000.00 per year. The monitoring plan may include monitoring of some combination of the following features:

a) surface water monitoring up- and dovk-stream of the golf course on Little Batton Creek b) nearby springs and seeps c) shallow groundwater d) flowing tributaries draining golf course properties e) tile drains from greens and fairways

111111i / 11111111

-. Cre °

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Page 4 of 4 07/12/99 Obir —_ - • " /74'•• . • (:.") EXHIBIT 11.02 (a) EXHIBIT 11.02 (a) WEST TRAVIS COUNTY REGIONAL WATER SYSTEM SCHEDULE FOR RATES, FEES, CHARGES AND TERMS AND CONDITIONS OF RETAIL TREATED WATER SERVICE This schedule for rates, fees, charges and terms and conditions of service ("Schedule") is effective as of the day of , 1999 for retail treated water service within the LCRA service area for the West Travis County Regional Water System ("System") described and/or depicted in Appendix A, attached hereto. WEST TRAVIS COUNTY REGIONAL WATER SYSTEM SCHEDULE FOR RATES, FEES, CHARGES AND TERMS AND CONDITIONS OF RETAIL TREATED WATER SERVICE This schedule for rates, fees, charges and terms and conditions of service ("Schedule") is effective as of the day of , 1999 for retail treated water service within the LCRA service area for the West Travis County Regional Water System ("System") described and/or depicted in Appendix A, attached hereto. TABLE OF CONTENTS

Section 1.0 General Provisions

Section 2.0 Service Rules

Section 3.0 Rates and Service Fees

Section 4.0 Service Extensions

Section 5.0 Definitions

Appendix A Service Area

Appendix B Limits of the Village of Bee Cave, Texas, as of July 27, 1999 TABLE OF CONTENTS

Appendix B Limits of the Village of Bee Cave, Texas, as of July 27, 1999 SECTION 1.0 — GENERAL PROVISIONS

Section 1.01 — Jurisdiction

The Lower Colorado River Authority ("LCRA") is a conservation and reclamation district created and functioning under Article 16, Section 59 of the Texas Constitution and exercising powers granted in its enabling legislation and in Chapter 49 of the Texas Water Code, including authority to own, and operate a water utility system.

Section 1.02 — Service Area

a. The LCRA will sell and deliver potable treated water in accordance with this Schedule within the LCRA service area for the System, which service area ("Service Area") is described or depicted in Appendix A, attached.

b. The Service Area, as described in Appendix A, may be amended from time to time at the discretion of the LCRA, subject to approval by regulatory authorities as applicable. Any amendments automatically will amend this Schedule without further action or proceeding.

c. No treated water service will be provided outside of the Service Area boundaries absent the approval of the LCRA.

Section 1.03 — Non-Discrimination Policy

The LCRA will provide service of treated water to all Applicants who comply with the terms and conditions for service set forth or referenced in this Schedule regardless of race, creed, color, national origin, sex, or marital status.

Section 1.04 — Applicability of Rules

The Policies, Rules, and Regulations ("Policies") described or referenced in this Schedule apply to the terms and conditions of treated water services furnished by the LCRA and may be amended from time to time by the LCRA's Board of Directors. The LCRA has the authority to deny or to discontinue services if the Applicant or Customer fails to observe these Policies, terms or conditions.

Section 1.05 — Damage Liability

By accepting service, the Customer will hold the LCRA harmless from any and all claims, liability or damages to persons or property of the Customer or third parties arising from the provision by the LCRA of water service or caused by service interruptions, tampering by other customers/users of the LCRA, or failures of the system. SECTION 2.0 — SERVICE RULES AND REGULATIONS SECTION 1.0 — GENERAL PROVISIONS Section 2.01 — Connection without Approval of LCRA Prohibited Section 1.01 — Jurisdiction It is unlawful for any person to connect to the LCRA's treated water system without The Lower Colorado submitting River to an application Authority the LCRA("LCRA") is awater for treated conservation service, and reclamation obtaining the approval district created and functioning under Article 16, Section of the LCRA, and executing a water service agreement. 59 of the Texas Constitution and exercising powers granted in its enabling legislation and in Chapter 49 of the Texas Water SectionCode, 2.02including authority Application to own, for and and operate Provision a water of Treated utility Water system. Service

Section A person 1.02applying — Service forArea service ("Applicant") will provide all information requested, pay all applicable connection fees, and execute any required easement forms to authorize a.accessTheandLCRAright ofwill sellbyand entry thedeliver LCRApotable treated water or its successors in accordance or designees with this to construct and maintainSchedule within the the connection ofLCRA service.service area for the System, which service area ("Service Area") is described or depicted in Appendix A, attached. All applications for service will be made on the LCRA's standard contract form (as b.amended ThefromService timeArea, as described to time) and will bein Appendix signed by A, themay be amended Applicant beforefrom time treated to water servicetime at the discretion is provided of the LCRA, by the LCRA. subject A separate to approval contract will be by maderegulatory for eachauthorities service locationas application. applicable. Any amendments automatically will amend this Schedule without further action or proceeding. Where service has previously been provided at the location, service will be reconnected No treated c.only after water service the Applicant has paid will allbe provided fees outside of set for reconnection theforth Service Area in this boundaries Schedule. absent the approval of the LCRA. The Applicant qualifies as a Customer ("Customer") once the Applicant meets all Section 1.03 —for requirements Non-Discrimination obtaining service. Policy After the Applicant qualifies for service, the LCRA will install tap, meter, and utility cut-off valve and/or take all necessary actions to initiate The LCRA will provide service of treated water to all Applicants who comply with the service. terms and conditions for service set forth or referenced in this Schedule regardless of race, Thecreed, Customer color, national will installorigin, sex, or marital and maintain status. service lines from the LCRA's any necessary facilities and equipment to the point of use at its own expense. The Customer will install Section 1.04 —atApplicability and maintain its own expense of Rules any Customer service isolation valves, backflow prevention devices, clean-outs, and other equipment as may be specified by the LCRA. The Policies, Rules, and Regulations ("Policies") described or referenced in this Schedule apply In thetoevent the terms and conditions that LCRA agrees toofconstruct treated water services furnished the necessary by the services lines LCRA from the and may be amended Customer's from and premises timepoint to time by the of use LCRA's to the LCRA's Board of Directors. facilities, The LCRA the Customer has will provide thetheauthority LCRA, or to deny or to discontinue its designee, reasonableservices access ifandtheright Applicant of entryortoCustomer Customer'sfailsproperty to observe these Policies, and premises terms orofconditions. for the purpose inspecting, constructing, or installing service for the Customer's premises to the LCRA's facilities. Upon completion of construction and Section 1.05 — installation, Damage will Customer Liability maintain at its own expense the lines and equipment from the LCRA's facility to the point of use. By accepting service, the Customer will hold the LCRA harmless from any and all claims, liability or The Customer willdamages grant totothepersons LCRAorany property easementsof theorCustomer right-of-wayor third parties for the arising purpose of from the provision installing, by the and maintaining, LCRA of water operating service such or caused pipelines, by service meters, valves, interruptions, and any other tampering equipment bythat otherthecustomers/users LCRA deems necessaryof the LCRA, or failures to extend of the service or improve system.for existing or future Customers. The LCRA may require the Customer to use certain forms to grant the easement or right of way. SECTION 2.0 — SERVICE RULES AND REGULATIONS Customer will immediately correct any undesirable plumbing practices. The following undesirable plumbing Section 2.01 practiceswithout — Connection are prohibited Approvalby of state regulations. LCRA Prohibited

No direct a.It is unlawful forconnection any personbetween the to to connect public drinkingtreated the LCRA's water supply and a potential water system without source submitting anofapplication contamination to theisLCRA permitted. for treated water service, obtaining the approval of the LCRA, and executing a water service agreement. b. Potential sources of contamination shall be isolated from the public water system Section by2.02 an airgap or an appropriate Application backflow prevention for and Provision of Treateddevice WaterinService accordance with state plumbing regulations. Additionally, all pressure relief valves and thermal A personexpansion applying devices must ("Applicant") for service be in compliance willwith stateall provide plumbing codes. information No cross- requested, pay connection between the public drinking water supply and a private all applicable connection fees, and execute any required easement forms to authorize water system accessor private and right water well of entry byisthe permitted. LCRA or its successors or designees to construct and maintain the connection of service. c. No connection which allows condensing, cooling or industrial process water to be returned tofor All applications theservice public will drinking be madewateronsupply is permitted. the LCRA's standard contract form (as amended from time to time) and will be signed by the Applicant before treated water serviceNo is pipe or pipe provided by fitting the LCRA.whichAcontains separatemore thanwill contract 8.0be% made lead may be used for each for the service location installation application.or repair of plumbing on or after July 1, 1988, at any connection which provides water for human consumption. Where service has previously been provided at the location, service will be reconnected No solder e.only after or flux which the Applicant has paidcontains all feesmore than 0.2 % lead for reconnection may be set forth in used for the this Schedule. installation or repair of plumbing on or after July 1, 1988, at any connection which provides The Applicant qualifieswater as a for human ("Customer") Customer consumption. once(f) Notheplumbing Applicant fixture meetsisall installed which is not in compliance with a state-approved plumbing code. requirements for obtaining service. After the Applicant qualifies for service, the LCRA will install tap, meter, and utility cut-off valve and/or take all necessary actions to initiate The Customer will, at its own expense, maintain, test, and repair all equipment and lines service. on its own premises including any backflow prevention device required by the LCRA or itsThe Policies. CustomerThe will Customer install will and provide maintaincopies of all testing any necessary maintenance service lines fromrecords to the the LCRA's LCRA as required. facilities and equipment to the point of use at its own expense. The Customer will install and maintain at its own expense any Customer service isolation valves, backflow Section 2.03_— prevention Refusal devices, of Serviceand other equipment as may be specified by the LCRA. clean-outs,

The LCRA In the eventmay thatdecline LCRAtoagrees servetoanconstruct Applicantthe until the Applicant necessary serviceshas paid lines all applicable from the fees, executedpremises Customer's all necessary forms and point ofand useagreements, to the LCRA's complied with facilities, thethe terms of will Customer this provide Schedule and any other applicable Policies of the LCRA. The LCRA may the LCRA, or its designee, reasonable access and right of entry to Customer's property decline to serve an Applicant and premises forpurpose for the other reasons as identified of inspecting, in Sectionor2.06. constructing, installing service for the Customer's premises to the LCRA's facilities. Upon completion of construction and the event that Ininstallation, the LCRA Customer willrefuses maintainto at serve an Applicant, its own expense thethelines LCRA andwill inform the equipment from the Applicant in writing of the basis LCRA's facility to the point of use. of its refusal. The LCRA shall not refuse service on the basis of race, color, national origin, religion, sex, age, or handicap. The Customer will grant to the LCRA any easements or right-of-way for the purpose of Section 2.04maintaining, installing, — Meter Requirements, and operating Readings, and Testing such pipelines, meters, valves, and any other equipment that the LCRA deems necessary to extend or improve service for existing or All water future sold by the Customers. LCRA The LCRA will maybe require billed based on meterto the Customer measurements. use certain formsThe to LCRA grant the will provide, install, own, easement or right of way. and maintain meters to measure amounts of water consumed by its Customers. One meter is required for each residential, commercial or industrial facility. Service meters will be read at monthly intervals and as nearly as possible on the corresponding Customer day of eachcorrect will immediately monthly anymeter reading plumbing undesirable period. practices. The following undesirable plumbing practices are prohibited by state regulations. The LCRA will, upon the request of a Customer, make without charge one test of the a.accuracy of theconnection No direct Customer'sbetween meter. Kthewithin publica drinking period ofwater two years, supplytheandCustomer a potential requests a new source of test, the LCRAiswill contamination make the test, but if the meter is found to be within permitted. the accuracy standards established by the American Water Works Association, the LCRA b.will charge Potential the sources customer ofacontamination fee in accordanceshallwith be isolated this Schedule from thethatpublic reflects water the system cost to test thebymeter. Following an airgap the completion or an appropriate of any backflow requesteddevice prevention test, the in LCRA will promptly accordance with advisestate plumbing regulations. the Customer of the date ofAdditionally, removal of the all meter, pressure therelief date valves and thermal of the test, the result of the test, and whodevices expansion made the musttest. beIfinCustomer's compliancemeter is found with state to be inaccurate, plumbing the LCRA codes. No cross- will adjust connection the Customer's between the billpublic for thedrinking previouswater six months. supply and a private water system or private water well is permitted. Section 2.05 — Billing c. No connection which allows condensing, cooling or industrial process water to be Bills will be sent returned monthly. to the public The due date drinking waterofsupply bills foris all fees for treated water service will permitted. be on the 15th day after the date of the invoice. Bills will be considered delinquent if not paid byNothe dueordate. pipe pipePayment for treated fitting which containswater moreservice than 8.0 is delinquent % lead may if full payment, be used for the including late feesorand installation anyof repair regulatory plumbingassessment, if applicable, on or after July 1, 1988, atis any not received connection at the LCRAwhich or theprovides LCRA'swater authorized payment for human agency by 5:00 p.m. on the due date. If the consumption. due date falls on a holiday or weekend, the due date for payment purposes will be the e.next workday No solder after the due or flux whichdate. contains more than 0.2 % lead may be used for the installation or repair of plumbing on or after July 1, 1988, at any connection In thewhich event ofprovides a disputewater between for human a Customer consumption. and the(f) LCRANo plumbing regardingfixture any bill is for installed treated water which service,is the not LCRA will conduct in compliance with aanstate-approved investigation and report code. plumbing the results to the Customer. The Customer will, at its own expense, maintain, test, and repair all equipment and lines onSection its own2.06 premises including — Service any backflow Disconnection prevention or Services Denied device required by the LCRA or its Policies. The Customer will provide copies of all testing maintenance records to the Treated LCRA as water service may be disconnected or denied for the following reasons: required.

a. Section The billRefusal 2.03_— has notofbeen paid in full by the due date listed on the bill. The LCRA Service will provide the Customer with notice that the Customer is delinquent on a bill The LCRA andmay thatdecline servicetowill serve be terminated. an ApplicantThe until termination the Applicant date has willpaid be 10 alldays applicable after a termination fees, executed notice isforms all necessary mailed andoragreements, hand-delivered. complied with the terms of this Schedule and any other applicable Policies of the LCRA. The LCRA may decline to The Customer serve an Applicant fails reasons for other to comply with this Schedule, as identified in Sectionthe Service Agreement, 2.06. Construction Agreement, or the regulations, rules or applicable policies of the LCRA. In the event that the LCRA refuses to serve an Applicant, the LCRA will inform the Applicant in writing of the basis of its refusal. The LCRA shall not refuse service on the c. of race, basis The Customer fails to color, national provide origin, reasonable religion, access sex, age, to property to connect service, or handicap.

d. Section 2.04 The —Customer Meter Requirements, fails to upgradeReadings, facilities toand standards Testingrequired by State or Federal agencies All water sold by the LCRA will be billed based on meter measurements. The LCRA will provide, install, own, and maintain meters to measure amounts of water consumed by its Customers. One meter is required for each residential, commercial or industrial facility. Service meters will be read at monthly intervals and as nearly as possible on the The LCRA e.corresponding daydetermines that providing of each monthly services meter reading will exceed the capacity of the period. water plant or system. The LCRA will, upon the request of a Customer, make without charge one test of the accuracy Section 2.07of—the Customer's meter. Reconnection K within a period of two years, the Customer of Service requests a new test, the LCRA will make the test, but if the meter is found to be within theLCRA The willstandards accuracy reconnect service only established by after the Customer the American Waterpays all past Works due bills the Association, andLCRA any other outstanding charges or corrects the conditions which cause service to be will charge the customer a fee in accordance with this Schedule that reflects the cost to test the meter. Following the completion of any requested test, the LCRA will promptly disconnected. advise the Customer of the date of removal of the meter, the date of the test, the result of the test, Section and—who 2.08 madeInterruptions Service the test. If Customer's meter is found to be inaccurate, the LCRA will adjust the Customer's bill for the previous six months. The LCRA will make all reasonable efforts to prevent interruptions of service. If interruptions Section 2.05 occur, the LCRA will re-establish service within the shortest practicable — Billing time. The LCRA will not be liable to Customer or any third parties for interruption of Bills will be sent monthly. The due date of bills for all fees for treated water service will service. be on the 15th day after the date of the invoice. Bills will be considered delinquent if not paid by2.09 Section the —dueQuality date. Payment for No of Service: treated waterfor Liability service Damagesis delinquent if full payment, including late fees and any regulatory assessment, if applicable, is not received at the The LCRALCRA willLCRA's or the plan, furnish, and maintain authorized paymentproduction, treatment, agency by 5:00 p.m. onstorage, the duetransmission, date. If the duedistribution and date falls on a holiday facilities as or weekend, required the due by Texas date for Natural payment Conservation Resources purposes will be the Commission next workday standards. However, after the due date. the LCRA shall not be liable for any damages to property of any Customer or third parties arising from the LCRA's supplying of treated water In theservice event ofor afor inability dispute to supply between treated water a Customer service. and the LCRA regarding any bill for treated water service, the LCRA will conduct an investigation and report the results to the Customer. Section 2.10 — Number of Taps

All water2.06 Section shall—beService metered by meters furnished Disconnection and installed or Services Denied by the LCRA. The meter connection is for the sole use of the Customer and is to provide service as identified below. TreatedExtension of pipe(s) water service to transfer may be service disconnected or from denied one forproperty to another, the following to share, reasons: resell, or submeter water to any other person, dwelling, business, or property is prohibited unless a. approved The bill in hasadvance not beenbypaid the LCRA. in full by the due date listed on the bill. The LCRA will provide the Customer with notice that the Customer is delinquent on a bill a. Each individual and that serviceresidence located onThe will be terminated. one termination (1) lot or plat of will date ground shall be 10 have days a a after termination separate waternotice is mailed tap and meter. or hand-delivered.

b. Multifamily The Customerproperties shall have fails to comply onethis with meter per building Schedule, or apartment the Service or shall Agreement, apply for a master Construction meter that Agreement, or will serve all multifamily the regulations, areas located rules or applicable on the policies of the property. LCRA. If service is provided through a master meter, the LCRA shall have no responsibility to the tenants, and such tenants are not considered customers of the c. The Customer fails to provide reasonable access to property to connect service, LCRA.

d. Commercial properties, The Customer public properties, fails to upgrade facilities toschools, or required standards industrialby properties shall State or Federal have meters and service as required by the LCRA. agencies Section 2.11 — Right of Access e. The LCRA determines that providing services will exceed the capacity of the water The LCRA willplanthave or system. the right of access to the Customer's premises at all reasonable times for the purpose of installing, inspecting or repairing water mains, meters, or other Section 2.07 — components Reconnection used in connectionof Service with its providing treated water service, or for the purpose of removing its property and disconnecting service. The LCRA will reconnect service only after the Customer pays all past due bills and any other outstanding Section chargesthrough 2.12 — Service or corrects the conditions Temporary whichMeters Construction cause service to be disconnected. An Applicant may request treated water service through a temporary meter to a Section 2.08 —site. construction Service Interruptions The LCRA shall supply water through such a temporary meter for a period not to exceed six months. A Customer who receives treated water service through The suchLCRA will make a temporary all may meter reasonable seek noefforts more to prevent than interruptions two six-month of service. extensions If of treated water interruptions occur, the LCRA service through the same meter. will re-establish service within the shortest practicable time. The LCRA will not be liable to Customer or any third parties for interruption of service. Section 2.13 — Fire Protection Section 2.09 — The primary Quality purpose ofof theService: treated No Liability water systemfor Damages owned and operated by the LCRA is to provide treated water service to residential and commercial Customers. The LCRA does The not LCRA willthe guarantee plan, furnish, and availability maintain of water production, for fire treatment, protection storage, purposes. transmission, Fire hydrants and distribution facilities as required by Texas Natural Resources Conservation installed within the LCRA's distribution system are provided at the convenience of the Commission LCRA and do standards. not implyHowever, the LCRAonshall any responsibility the not partbe of liable for any the LCRA damages to meet fire to flow property of any Customer or third parties arising from the LCRA's requirements of local, county, state, or federal governmental agencies. supplying of treated water service or for inability to supply treated water service. 2.14 — Additional Treated Water Service Rules, Regulations and Policies Section 2.10 — Number of Taps The LCRA may adopt additional rules, regulations, and policies that are applicable to the All water water shallherein service be metered by meters described furnished and which rules,and installed and regulations by the LCRA. policies mayThebemeter amended connection is for the sole use of the Customer and is to provide service as identified from time to time. Such rules, regulations and policies as amended from time to time, are below. adoptedExtension of pipe(s)herein and incorporated to transfer service from by reference for allone propertyCopies purposes. to another, of suchto policies share, resell, or submeter water to any other are available upon request by the Customer. person, dwelling, business, or property is prohibited unless approved in advance by the LCRA. 2.15 — Severability a. Each individual residence located on one (1) lot or plat of ground shall have a separate In the event thatwater tapthe any of and meter. terms or conditions of this Schedule, or the application of any such term or condition, shall be held invalid as to any person or circumstances by any Multifamily b.court of appropriateproperties shall jurisdiction, thehave one meter remainder per building of such Schedule,orand apartment or shall of the application its terms and conditions to treated water service Customers shall not be affectedthe apply for a master meter that will serve all multifamily areas located on thereby. property. If service is provided through a master meter, the LCRA shall have no responsibility to the tenants, and such tenants are not considered customers of the LCRA.

Commercial properties, public properties, schools, or industrial properties shall have meters and service as required by the LCRA. Section 2.11 — Right of Access SECTION 3.0 — RATES AND SERVICE FEES The LCRA will have the right of access to the Customer's premises at all reasonable Section 3.01 — Deposit times for the purpose of installing, inspecting or repairing water mains, meters, or other components used in connection with its providing treated water service, or for the At the time the application for service is made, the Applicant must pay to the LCRA a purpose of removing its property and disconnecting service. deposit in the following amount before service shall be provided or reserved for the Applicant by the LCRA: Section 2.12 — Service through Temporary Construction Meters 5/8" or 3/4" meter $75.00 An Applicant may request treated water service through a temporary meter to a 1" meter $200.00 construction site. The LCRA shall supply water through such a temporary meter for a 1 1/2" meter $375.00 period not to exceed six months. A Customer who receives treated water service through 2" meter $600.00 such a temporary meter may seek no more than two six-month extensions of treated water 3" meter $1,200.00 service through the same meter. 4" meter $1,800.00 Section 2.13 — Fire Protection If service is not connected, or after disconnection of service, the LCRA will promptly refund the Applicant's or Customer's deposit, if any, in excess of the unpaid bills for The primary purpose of the treated water system owned and operated by the LCRA is to service furnished. provide treated water service to residential and commercial Customers. The LCRA does not guarantee the availability of water for fire protection purposes. Fire hydrants Section 3.02 — New Connection Fees installed within the LCRA's distribution system are provided at the convenience of the LCRA and do not imply any responsibility on the part of the LCRA to meet fire flow a. The LCRA shall charge fees for new connection to the system as follows: requirements of local, county, state, or federal governmental agencies. For New, Standard Connections: Applicants for new, Standard Connections to the 2.14 — Additional Treated Water Service Rules, Regulations and Policies LCRA water system must pay $2,645.00 for application, installation, tap, and inspection and connection fees for each living unit equivalent (LUE) to be served The LCRA may adopt additional rules, regulations, and policies that are applicable to the through the new connection to the system("Standard Connection Fees"). This water service herein described and which rules, regulations and policies may be amended amount includes materials and labor required to make installation upon existing from time to time. Such rules, regulations and policies as amended from time to time, are water mains, a standard service connection, along with the cost of processing the adopted and incorporated herein by reference for all purposes. Copies of such policies application. The fees for new, Standard Connections are made up of the are available upon request by the Customer. following: 2.15 — Severability Application Fee: $30.00 Installation Fee: $40.00 In the event that any of the terms or conditions of this Schedule, or the application of any Inspection Fee: $25.00; and such term or condition, shall be held invalid as to any person or circumstances by any Connection Fee: $2,550.00 court of appropriate jurisdiction, the remainder of such Schedule, and the application of its terms and conditions to treated water service Customers shall not be affected thereby. For New, Non-Standard Connections: Applicants for new, Non-Standard Connections (including temporary connections for construction sites) to the LCRA water system shall pay, in addition to the fees necessary for new, Standard Connections, any and all construction, labor, materials, engineering, and legal fees associated with the installation of the facilities for the Non-Standard Connection.

iz$ Section 3.03 — Reconnect Fees 3.0 — RATES AND SERVICE FEES SECTION The LCRA Section will 3.01 — charge Deposita reconnect fee to restore service through an existing connection as follows: At the time the application for service is made, the Applicant must pay to the LCRA a depositDiscontinuance due in the following to customer amount beforechange: wherebeservice service shall wasordiscontinued provided reserved fortothe a previous Customer Applicant by the LCRA: and service is sought by a new Customer through the same connection, the reconnect fee shall be $40.00. 5/8" or 3/4" meter $75.00 Discontinuance 1" meterdue to non-payment: where $200.00service is discontinued due to non- payment1of1/2" a bill, meterthe reconnect fee shall be $375.00$25.00 2" meter $600.00 Section 3.04 — Monthly 3" meterCharges $1,200.00 4" meter $1,800.00 For 5/8" or 3/4" meter: Each Customer who receives treated water service through a 5/8" orIf 3/4" meter service shall is not be charged connected, or $25.00 per month. There after disconnection shall be of service, theno additional LCRA charge for will promptly the first 1,000 refund gallons oforwater the Applicant's consumed Customer's in theifsame deposit, any, month. in excess of the unpaid bills for service furnished. For all other meters: Each Customer who received treated water service through any meter other Section 3.02than a 5/8"Connection — New or 3/4" meter Feesshall be charged as follows, based on the meter size approved for the Customer by the LCRA's engineer: a. The LCRA shall charge fees for new connection to the system as follows: 1" meter $50.00 per month 1 V2" meter $100.00 For New, Standard Connections: per month Applicants for new, Standard Connections to the LCRA2" meter water system must pay$160.00 per for $2,645.00 month application, installation, tap, and 3" meter $320.00 per month inspection and connection fees for each living unit equivalent (LUE) to be served 4"the through meter $500.00 new connection to per month the system("Standard Connection Fees"). This amount includes materials and labor required to make installation upon existing There shall be mains, water no additional charge a standard for the service first 1,000along connection, gallons withofthe water costconsumed in thethe of processing same month. application. The fees for new, Standard Connections are made up of the following: Section 3.05 — Gallonage Charge Application Fee: $30.00 Each Customer shall pay, in addition Installation to monthly charges, Fee: $40.00gallonage charges for water consumed at the following rates: Inspection Fee: $25.00; and Connection Fee: $2,550.00 1,000 to 19,999 gallons $2.50 per 1,000 gallons 20,000 to 44,999 gallons $2.75 for pernew, 1,000Non-Standard gallons For New, Non-Standard Connections: Applicants 45,000 to 74,999 gallons $3.00 per 1,000 gallons Connections (including temporary connections for construction sites) to the LCRA water system shall pay, in addition to the fees necessary for new, Standard The gallonage charge any Connections, for treated and all water service provided construction, throughengineering, labor, materials, a temporaryandmeter to a legal construction site shall bewith fees associated $3.25theper 1,000 gallons. installation of the facilities for the Non-Standard Connection.

po iz$ Section 3.03 — Reconnect Fees Section 3.06 — Regulatory Assessment The LCRA will charge a reconnect fee to restore service through an existing connection The LCRA shall collect a fee for regulatory assessments equal to one half of one percent as follows: (1/2%) of the total of the Customer's monthly and gallonage charges. Discontinuance due to customer change: where service was discontinued to a Section 3.07 — Late previous Customer Feeservice is sought by a new Customer through the same Paymentand connection, the reconnect fee shall be $40.00. The LCRA shall charge a late payment fee equal to ten percent (10%) of the past due charges.Discontinuance due to non-payment: where service is discontinued due to non- payment of a bill, the reconnect fee shall be $25.00 Section 3.08 — Returned Check Fee Section 3.04 — Monthly Charges In the event of a check, draft or any other similar instrument is given by a person, firm, corporation, or partnership to the for payment LCRA who of services provided for in this For 5/8" or 3/4" meter: Each Customer receives treated water service through a 5/8" institution as Schedule, or 3/4" meter shallinstrument and the be charged the bank bymonth. returnedper is $25.00 There shallsimilar or other be no additional charge for any reason, treated thesame water service account for which insufficient the first 1,000 gallons of waterfor or non-negotiable consumed in the month. the instrument was issued shall be assessed a returned check fee of $15.00. For all other meters: Each Customer who received treated water service through any Section 3.09 — meter other Meter than a 5/8" or Fee Test 3/4" meter shall be charged as follows, based on the meter size approved for the Customer by the LCRA's engineer: The LCRA shall test a Customer's meter upon written request by the Customer. A meter Customer requesting a second meter test within test fee of $25.00 meterbe charged to the 1"shall $50.00 per month a two-year period after the first test that indicates the meter is reading accurately. 1 1/2" meter $100.00 per month 2" meter $160.00 per month Section 3.10 — 3" Meter Re-read Fee meter $320.00 per month 4" meter $500.00 per month The LCRA shall re-read a Customer's meter upon written request by the Customer. A $10.00 shall be charged to the Customer if the re-read indicates that meter noof shall befee Therere-read additional charge for the first 1,000 gallons of water consumed in the There shall be no charge if the re-read indicates the same month.meter reading was correct. original that the original meter reading was incorrect. Section 3.05 — Gallonage Charge 3.11 — Equipment Damage Fee Each Customer shall pay, in addition to monthly charges, gallonage charges for water If the LCRA's consumed facilities at the or equipment following rates: have been damaged by tampering, by-passing, installing unauthorized taps, reconnecting service without authority, or other service shall be diversion, a fee1,000 equal to the actual costs chargedgallons for all labor, material, and to 19,999 $2.50 per 1,000 gallons equipment necessary for repair, replacement, or other corrective actions by LCRA. This 20,000 to 44,999 gallons $2.75 per 1,000 gallons the LCRA's equipment fee shall be charged 45,000 to paid and 74,999before gallons $3.00 per If service is re-established. 1,000 gallons has not been damaged, a fee equal to the actual costs for all labor, material, equipment, diversion, unauthorized taps, or Theother and actions gallonage necessary charge for treated waterservice to correct service provided through a temporary meter to a reconnection of service without authority shall be charged. All components of the fee construction site shall be $3.25 per 1,000 gallons. will be itemized, and a statement shall be provided to the Customer. If the LCRA's facilities or equipment have been damaged due to negligence or unauthorized use of the LCRA's equipment, right-of-way, or meter shut-off valve, or due to other acts for which the LCRA incurs losses or damages, the Customer shall be liable for all labor and material charges incurred as a result of said acts or negligence. SECTION 4.0 — SERVICE EXTENSIONS Section 3.06 — Regulatory Assessment Section 4.01 - Extension to Standard Connection The LCRA shall collect a fee for regulatory assessments equal to one half of one percent (1/2%) a. ofThe theLCRA total ofwill the install Customer's up to monthly andwater 200 feet of gallonage line tocharges. extend service for a Standard Connection within the Service Area identified in Appendix "A" at no cost (other Section 3.07 than — theLate feesPayment provided Feein Section 3.02) to the Applicant, provided funds are available to the LCRA. The LCRA shall charge a late payment fee equal to ten percent (10%) of the past due charges. b. An Applicant for a Standard Connection must pay for all costs of any facilities appropriate to be constructed (in the sole opinion of the LCRA) to provide service Section 3.08 to the—Customer Returnedother CheckthanFee200 feet of water line, plus all applicable Standard Connection Fees. In addition, the LCRA may require an Applicant for a Standard In the event of a check, Connection whodraft or any requires another similar extension in instrument is given by a person, firm, excess of 200 feet of water line to meet corporation, or partnership the requirement to the LCRA s applicable withfor an payment extensionofforservices provided for in this a Non-Standa rd Connection. Schedule, and the instrument is returned by the bank or other The LCRA shall determine the construction schedule, size, and similar institution as design of insufficient or non-negotiable extensions for any necessary under this section reason, thetotreated providewater service account for which adequate service. the instrument was issued shall be assessed a returned check fee of $15.00. c. Provided that funds are available to the LCRA, the LCRA will extend service for Section 3.09 — Meter a Standard Test Fee to all single-family residences Connection located as of July 27, 1999, inside the Village limits of the Village of Bee Cave, Texas, as described and/or The LCRA shall in depicted testAppendix a Customer's meter upon B, attached written request by the Customer. A meter hereto, at no additional cost beyond the test fee of $25.00 shall be charged to the Customer Standard Connection Fees to an Applicant who requesting a second meter test within submitted an application for a two-year period service after from thethe first test Village that LCRA and/or indicates the meter is reading accurately. by October 1, 1999. The LCRA shall determine the construction schedule, size and design of extensions under this Section section 3.10 — necessary Meter Re-read Fee adequate service. to provide The LCRA Section 4.02shall re-read — Other a Customer's meter upon written request by the Customer. A Extensions meter re-read fee of $10.00 shall be charged to the Customer if the re-read indicates that the An original applicationmeter forreading was correct. an extension to serveThere shall be no charge if the re-read indicates a Non-Standa rd Connection, or an application or that othertherequest original bymeter readingfor a Developer wasthe incorrect. extension of service to the Developer's property, shall meet the following requirements prior to the initiation of service by the LCRA: 3.11 — Equipment Damage Fee a. The Applicant shall provide the LCRA a written request for service. The request If the LCRA's facilities shall specify theor equipment location have been of property, sizedamaged by tampering, by-passing, of development, and number of tracts installing unauthorized to be served. taps, reconnecting service without authority, or other service diversion, a fee shall be charged equal to the actual costs for all labor, material, and equipment b. necessary A final for repair,byreplacement, plat, approved the Village, or other corrective actions by LCRA. This must accompany the application showing fee shallthe beApplicant's charged andrequested paid before service service area.is re-established. If the LCRA's equipment has not been damaged, a fee equal to the actual costs for all labor, material, equipment, and c. other actions necessary If requested to correct by the LCRA, the service diversion, unauthorized taps, or Applicant shall submit to the LCRA a set of reconnection detailed maps, plans, specifications, andbe of service without authority shall charged. All components of the fee demand requirements for the extension will be itemized, project thatand havea statement shall be provided to the Customer. If the LCRA's been prepared by a registered professional engineer. The maps, facilitiesplans, or equipment have been damaged specifications and demand requirementdue to negligence or unauthorized use of the s shall comply with all Policies, LCRA'srulesequipment, right-of-way, and regulations or meter shut-off valve, or due to other acts -- including for which ordinances, rules or regulations of local the LCRA incurs losses or damages, the Customer shall be liable for governmental bodies -- and are subject to approval by the LCRA. The LCRA all labor and material charges incurred as a result of said acts or negligence. SECTION 4.0 — SERVICE EXTENSIONS reserves the right to upgrade design of service facilities to meet future demands, provided however, that the LCRA pays the expense of such upgrading above the Section 4.01 - Extension to Standard Connection Applicant's facility requirements a. The LCRA will install up to 200 feet of water line to extend service for a Standard All Applicants requesting or requiring an extension to a Non-Standard Connection Connection within the Service Area identified in Appendix "A" at no cost (other may be required to enter into a written contract, drawn up by the LCRA' s than the fees provided in Section 3.02)LCRA's to the Applicant, provided funds Service Application and are attorney, in addition to submitting the available to the LCRA. shall define the terms of service prior to construction of Agreement. Said contract required service facilities. Guidelines for the service contract may include, but b. An Applicant for a Standard Connection must pay for all costs of any facilities are not limited to: appropriate to be constructed (in the sole opinion of the LCRA) to provide service to the Customer other than 200 feet of water line, plus all applicable Standard 1. All costs associated with required administration, design, construction, Connection Fees. In addition, the LCRA may require an Applicant for a Standard and inspection of facilities for treated water service to the Applicant's Connection who requires an extension in excess of 200 feet of water line to meet service area and terms by which these costs are to be paid; the requirements applicable with an extension for a Non-Standard Connection. The LCRA shall determine the constructionshall schedule, acceptsize, and design or deny of a contractor's bid, Procedures by which the Applicant extensions under this section necessary or to discontinue provide adequate the service. project; thereby committing to continue c. Provided that funds are available to the LCRA, the LCRA will extend service for 3. Terms by which the Applicant shall indemnify the LCRA from all third a Standard Connection to all single-family residences located as of July 27, 1999, party claims or lawsuit in connection with the project contemplated; inside the Village limits of the Village of Bee Cave, Texas, as described and/or depicted in Appendix B, attached hereto, at no additional cost beyond the Terms by which the Applicant shall deed all constructed facilities to the Standard Connection Fees to an Applicant who submitted an application for LCRA and by which the LCRA shall assure operation and maintenance service from the Village and/or LCRA by October 1, 1999. The LCRA shall responsibility, including any enforcement of warranties in connection with determine the construction schedule, size and design of extensions under this construction of the applicant's project; or section necessary to provide adequate service. 5. Terms by which the Applicant shall grant title or easement for right-of- Section 4.02 — Other Extensions facilities, and facility sites and/or terms by which the ways, constructed Applicant shall provide for the securing required right-of-ways and sites. An application for an extension to serve a Non-Standard Connection, or an application or other request by a Developer for the extension of service to the Developer's property, The LCRA shall require private right-of-way easement or private property for shall meet the following requirements prior to the initiation of service by the LCRA: extensions to Non-Standard Connections as per the following conditions: a. The Applicant shall provide the LCRA a written request for service. The request If the LCRA determines that right-of-way easements or facility sites shall specify the location of property, size of development, and number of tracts outside the Applicant's property are required, the LCRA shall require the to be served. Applicant to secure easements or title to facility sites in behalf of the LCRA. All right-of-way easements and property titles shall be researched, b. A final plat, approved by the Village, must accompany the application showing validated, and filed by the LCRA at the expense of the Applicant; the Applicant's requested service area. The LCRA shall require an exclusive dedicated right-of-way on the c. If requested by the LCRA, the(asApplicant required shall by thesubmit size oftothe theplanned LCRA afacilities set of and Applicant's property detailed maps, plans, specifications, and demand requirements for the extension as determined by the LCRA) for the construction of the LCRA's pipelines project that have been prepared by a registered professional engineer. The maps, and title to property required for other on-site facilities. plans, specifications and demand requirements shall comply with all Policies, rules and regulations --andincluding facilityordinances, installationsrules or regulations for extension of local to a Non-Standard Pipeline construction governmentalmay bodies -- and are be installed bysubject the LCRAto approval by the LCRA. or by a contractor The by retained LCRA the Connection Applicant subject to approval by the LCRA. The LCRA shall have the right to reservesand inspect theapprove right to all upgrade design pipeline of serviceand construction facilities facilitytoinstallations. meet future demands, provided however, that the LCRA pays the expense of such upgrading above the Applicant's facility requirements The Applicant shall be required to pay all costs associated with construction and installation of the facilities. These costs shall include, All Applicants but mayrequesting not be limitedor requiring an extension to, expenditures to a Non-Standard for materials, equipment, Connection labor, may belegal required to enter into a written contract, drawn up fees, inspection fees, and design or engineering fees. by the LCRA' s attorney, in addition to submitting the LCRA's Service Application and Agreement. 2. Said contract If pipeline shalland construction define the terms facility of service installations are prior to be to construction of performed by requiredtheservice LCRA, facilities. the LCRA Guidelines for the will provide service with Applicant contract may include, but an estimate of the are not construction limited to: and installation costs, and will require payment of one half the estimated costs in advance. 1. All costs associated with required administration, design, construction, and inspection Upon completion of of facilities for treated construction water service and installation, to the Applicant's Applicant shall transfer service area and terms by which these costs are title of all facilities running from the LCRA's water systemto be paid; up to and including the Applicant's retail meter to the LCRA. Thereafter, the LCRA Procedures shall own such by which theand facilities Applicant shall beshall accept or responsible fordeny a contractor's bid, the maintenance thereby thereof. committing to continue or discontinue the project;

3. Terms by whichSECTION the Applicant 5.0 —shall indemnify the DEFINITION S LCRA from all third party claims or lawsuit in connection with the project contemplated; "Developer" means a person who or an entity which: (a) subdivides a single, legal tract of Terms by property into multiple which tracts; the requests or (b) Applicant shallthan more deed allmeters two constructed facilities to the for treated water LCRA and by which the service to a single, legal tract of property. LCRA shall assure operation and maintenance responsibility, including any enforcement of warranties in connection with "Non-Standard construction Connection" of the applicant's means a connectionproject; or service is provided for which through a meter larger than a 3/4" meter. 5. Terms by which the Applicant shall grant title or easement for right-of- "Service Area" ways, meansconstructed facilities, the area described and facility and/or depictedsites and/or terms by which the in Appendix A, attached. Applicant shall provide for the securing required right-of-ways and sites. "Standard Connection" means a connection for which service is provided through a 5/8" The LCRA shall require private right-of-way easement or private property for or 3/4" meter. extensions to Non-Standard Connections as per the following conditions: "Treated water" means water treated for human consumption in accordance with standards set byIfthe theTexas LCRA determines Natural that Conservation Resource right-of-way easements or facility sites Commission. outside the Applicant's property are required, the LCRA shall require the Applicant to secure easements or title to facility sites in behalf of the LCRA. All right-of-way easements and property titles shall be researched, validated, and filed by the LCRA at the expense of the Applicant;

The LCRA shall require an exclusive dedicated right-of-way on the Applicant's property (as required by the size of the planned facilities and as determined by the LCRA) for the construction of the LCRA's pipelines and title to property required for other on-site facilities.

Pipeline construction and facility installations for extension to a Non-Standard Connection may be installed by the LCRA or by a contractor retained by the

pis Applicant subject to approval by the LCRA. The LCRA shall have the right to Appendix inspect and approve all pipeline Aand facility installations. construction

The Applicant shall be required to pay all costs associated with construction and installation of the facilities. These costs shall include, but may not be limited to, expenditures for materials, equipment, labor, legal fees, inspection fees, and design or engineering fees.

2. If pipeline construction and facility installations are to be performed by the LCRA, the LCRA will provide Applicant with an estimate of the construction and installation costs, and will require payment of one half the estimated costs in advance.

Upon completion of construction and installation, Applicant shall transfer title of all facilities running from the LCRA's water system up to and including the Applicant's retail meter to the LCRA. Thereafter, the LCRA shall own such facilities and shall be responsible for the maintenance thereof.

SECTION 5.0 — DEFINITIONS

"Developer" means a person who or an entity which: (a) subdivides a single, legal tract of property into multiple tracts; or (b) requests more than two meters for treated water service to a single, legal tract of property.

"Non-Standard Connection" means a connection for which service is provided through a meter larger than a 3/4" meter.

"Service Area" means the area described and/or depicted in Appendix A, attached.

"Standard Connection" means a connection for which service is provided through a 5/8" or 3/4" meter.

"Treated water" means water treated for human consumption in accordance with standards set by the Texas Natural Resource Conservation Commission.

pis APPENDIX A West Travis County Regional Water System Service Area .~

APPENDIX A West Travis County Regional Water System Service Area Appendix B Appendix B

.••.... • heeler, Inc. Kughteering k Dovslopraont Consultants 6816 Hwy. 290 Test. Suits 160 Austin. Tessa 75736 • Photon (612) esta—oeot ?au (612) 609-0666 heeler, Inc. Kughteering k Dovslopraont Consultants 6816 Hwy. 290 Test. Suits 160 Austin. Tessa 75736 • Photon (612) esta—oeot ?au (612) 609-0666 EXHIBIT 11.03 EXHIBIT 11.03

0 RAW WATER AND EFkLUENT AGREEMENT BETWEEN LOWER COLORADO RIVER AUTHORITY AND CCNG DEVELOPMENT COMPANY, L.P.

THE STAlE OF l'EXAS §

COUNTY OF TRAVIS §

This agreement (hereinafter, the "Agreement") is entered into as of this jq ilk day of WW1( , 1999, by and between the Lower Colorado River Authority, a conservation and reclamation district created under the provisions of Article XVI, Section 59, Texas Constitution (hereafter "LCRA"), and CCNG Development Company, L.P., ("CCNG"), a Texas limited partnership with its principal place of business in the City of Austin, Travis County, Texas. RECITALS LCRA has contracted with CCNG to provide wastewater collection, treatment and disposal services to the CCNG Tract and the Boothe Tract. CCNG may develop an 18-hole golf course on land located within the boundaries of the CCNG Tract. LCRA intends to obtain from the Texas Natural Resources Conservation Commission ("TNRCC") a permit to authorize LCRA to dispose of treated wastewater from LCRA's wastewater treatment plant by irrigation. LCRA has requested that CCNG agree to use LCRA's treated wastewater for irrigation of the proposed golf course to the extent the wastewater can be lawfully and practically disposed of by irrigation. CCNG has requested that LCRA provide treated wastewater suitable for irrigation purposes. CCNG has also requested that LCRA provide raw water suitable for irrigation purposes for the golf course. LCRA and CCNG recognize that the performance of their respective obligations as provided in this Agreement is of benefit and economic value to the other. Accordingly, LCRA and CCNG desire to enter into a definitive agreement to specify the terms and conditions under which LCRA will supply treated wastewater and raw water, or a combination thereof, to CCNG and CCNG will accept treated wastewater and raw water, or a combination thereof, from LCRA -Ito irrigate the proposed golf course on the CCNG Tract.

#15044v5 1 AGREEMENT RAW WATER AND EFkLUENT AGREEMENT For and in consideration of the mutual promises, covenants, obligations and benefits of BETWEEN this Agreement, LCRA and CCNG contract and agree as follows: LOWER COLORADO RIVER AUTHORITY AND ARTICLE I CCNG DEVELOPMENT COMPANY, L.P. Definitions Unless otherwise provided or unless the context otherwise requires, the terms defined in THE STAlE OF l'EXAS § this Agreement shall have the respective meanings specified below: Boothe Tract: The "Boothe Tract" shall mean the tract owned by Nellie Hampe COUNTY OF TRAVIS § Partnership I, Ltd. that is located between, and adjoining State Highway 71 and the CCNG Tract and that is presently projected for commercial development and which is more fully identified on This agreement (hereinafter, the "Agreement") is entered into as of this jq ilk day of "Exhibit I-A." W W1( , 1999, by and between the Lower Colorado River Authority, a conservation CCNG Tract: The "CCNG Tract" shall mean the real property described in "Exhibit I-B," and reclamation district created under the provisions of Article XVI, Section 59, Texas and any other real property acquired, owned or controlled by CCNG or affiliates of CCNG that i) Constitution (hereafter "LCRA"), and CCNG Development Company, L.P., ("CCNG"), a Texas is located within the area described in Exhibit I-B and ii) is subsequently designated as part of limited partnership with its principal place of business in the City of Austin, Travis County, the CCNG Tract pursuant to a written notice from CCNG to LCRA. Texas. Collection System: The "Collection System" shall mean the sanitary sewer system of RECITALS LCRA, including sanitary sewers, manholes, intercepting sewers, sewage pumping, and other LCRA has contracted with CCNG to provide wastewater collection, treatment and similar appurtenances, and any improvements, extensions, or enlargements, which LCRA now disposal services to the CCNG Tract and the Boothe Tract. CCNG may develop an 18-hole golf owns or will acquire and/or construct. course on land located within the boundaries of the CCNG Tract. LCRA intends to obtain from Commission: "Commission" means the Texas Natural Resources Conservation Com- the Texas Natural Resources Conservation Commission ("TNRCC") a permit to authorize LCRA mission or its successors. to dispose of treated wastewater from LCRA's wastewater treatment plant by irrigation. LCRA Delivery Points: "Delivery Points" means the points designated on "Exhibit I-C" where has requested that CCNG agree to use LCRA's treated wastewater for irrigation of the proposed LCRA delivers or has the right to deliver Effluent and Raw Water to CCNG pursuant to this golf course to the extent the wastewater can be lawfully and practically disposed of by irrigation. Agreement. CCNG has requested that LCRA provide treated wastewater suitable for irrigation purposes. Effluent: "Effluent" means the treated wastewater effluent discharged from the Waste- CCNG has also requested that LCRA provide raw water suitable for irrigation purposes for the water Treatment Plant or other treated wastewater effluent substantially the same as that golf course. LCRA and CCNG recognize that the performance of their respective obligations as discharged from LCRA's Wastewater Treatment Plant. provided in this Agreement is of benefit and economic value to the other. Accordingly, LCRA Effluent Transportation and Storage Facilities: "Effluent Transportation and Storage and CCNG desire to enter into a definitive agreement to specify the terms and conditions under Facilities" means gravity sewer lines, manholes, lift stations, force mains, effluent holding tanks which LCRA will supply treated wastewater and raw water, or a combination thereof, to CCNG or ponds, and other facilities used to convey Effluent from the Wastewater Treatment Plant or and CCNG will accept treated wastewater and raw water, or a combination thereof, from LCRA Raw Water from the Raw Water Diversion Point to the Delivery Points or to store the Effluent -Ito irrigate the proposed golf course on the CCNG Tract.

#15044v5 2 #15044v5 1 AGREEMENT id Raw Water prior to delivery at the Delivery Points, including any future extensions or For and in consideration of the mutual promises, covenants, obligations and benefits of additions to LCRA's existing facilities. this Agreement, LCRA and CCNG contract and agree as follows: Golf Course Envelope: "Golf Course Envelope" shall mean those portions of the CCNG Tract, generally depicted in "Exhibit I-D," which areas may be developed as a golf course and ARTICLE I conveyed to a golf course operating company or otherwise used as open space, landscaped areas Definitions or for recreational purposes. Unless otherwise provided or unless the context otherwise requires, the terms defined in Irrigated Area: "Irrigated Area" means the irrigable areas located on the CCNG Tract's this Agreement shall have the respective meanings specified below: Golf Course Envelope that meet the requirements of the Permits. Boothe Tract: The "Boothe Tract" shall mean the tract owned by Nellie Hampe Irrigation Easement: "Irrigation Easement" shall mean the easement for the disposal of Partnership I, Ltd. that is located between, and adjoining State Highway 71 and the CCNG Tract effluent on the Golf Course Envelope or other areas of the CCNG Tract designated by CCNG. and that is presently projected for commercial development and which is more fully identified on Irrigation System: "Irrigation System" means the pumps, force mains, lines, pipes, irri- "Exhibit I-A." gation pipe, sprinkler heads, control system and other related appurtenances for conveyance of CCNG Tract: The "CCNG Tract" shall mean the real property described in "Exhibit I-B " Effluent and Raw Water from the Delivery Points to, and disposal of Effluent and Raw Water on, and any other real property acquired, owned or controlled by CCNG or affiliates of CCNG that i) the Irrigated Area. is located within the area described in Exhibit I-B and ii) is subsequently designated as part of Permits: "Permits" means all permits, licenses, orders, other authorizations, and all the CCNG Tract pursuant to a written notice from CCNG to LCRA. regulations applicable to the discharge, disposal, or use of Effluent, and the construction, Collection System: The "Collection System" shall mean the sanitary sewer system of maintenance or operation of the Wastewater Treatment Facilities issued, adopted, or otherwise LCRA, including sanitary sewers, manholes, intercepting sewers, sewage pumping, and other required by any governmental entity having jurisdiction. similar appurtenances, and any improvements, extensions, or enlargements, which LCRA now Raw Water: "Raw Water" means the water diverted from Lake Austin or Lake Travis by owns or will acquire and/or construct. LCRA. Commission: "Commission" means the Texas Natural Resources Conservation Com- Wastewater Treatment Facilities: "Wastewater Treatment Facilities" means LCRA's mission or its successors. Collection System, Wastewater Treatment Plant, and Effluent Transportation and Storage Delivery Points: "Delivery Points" means the points designated on "Exhibit I-C" where Facilities, whether located on the CCNG Tract or elsewhere. LCRA delivers or has the right to deliver Effluent and Raw Water to CCNG pursuant to this Wastewater Treatment Plant: "Wastewater Treatment Plant" means the plant and appur- Agreement. tenant facilities necessary to treat wastewater collected through LCRA's Collection System Effluent: "Effluent" means the treated wastewater effluent discharged from the Waste- serving the CCNG Tract and other customers in the Bee Cave area. water Treatment Plant or other treated wastewater effluent substantially the same as that discharged from LCRA's Wastewater Treatment Plant. ARTICLE II Effluent Transportation and Storage Facilities: "Effluent Transportation and Storage Supply of Effluent for Irrigation Purposes Facilities" means gravity sewer lines, manholes, lift stations, force mains, effluent holding tanks or ponds, and other facilities used to convey Effluent from the Wastewater Treatment Plant or Section 1. Delivery of Effluent and Raw Water to CCNG. LCRA agrees to deliver at the Raw Water from the Raw Water Diversion Point to the Delivery Points or to store the Effluent Delivery Points Effluent from the Wastewater Treatment Facilities, provided that the amount of

#15044v5 2 #15044v5 3 'P' Effluent delivered will not exceed 400,000 gallons per day ("gpd") averaged over a number of

r Raw days Water additions prior toindelivery as established to provided Points LCRA's existing at the the Permits. facilities. that CCNG Delivery CCNG Points, agrees including to receive any future all Effluent extensions delivered or at the Delivery has no obligation to receive any amounts in excess of 400,000 gpd Golf Course averaged over aEnvelope: number of"Golf days Course Envelope" as established shall in the meanand Permits, those portions further of thethat provided CCNGCCNG's Tract, generallytodepicted obligation take anyinEffluent "ExhibitisI-D," which subject areas to the may be of conditions developed as a golfFuture this Agreement. courseadditional and conveyed to a golf Delivery course Points mayoperating be agreedcompany upon byortheotherwise parties.used LCRAas open shallspace, be thelandscaped sole ownerareas of, have or forexclusive recreational purposes.and control over, and be solely responsible for the Effluent within its dominion Irrigated Treatment Wastewater Area: "Irrigated Area" Facilities means until the irrigable the Effluent areas reaches located on the Delivery the CCNG Tract's Points. Golf CourseSection Envelope 2.that LCRAmeetObligations. the requirements of the Subject to Permits. the provisions described in this paragraph, Irrigation LCRA agreesEasement: to provide "Irrigation Raw Water,Easement" Effluent, orshall mean the easement a combination thereof infor the disposal sufficient of as quantities effluent on thein provided Golf thisCourse Envelope paragraph or other to irrigate theareas of the Area Irrigated CCNG forTract use designated by CCNG. as a golf course, landscaped Irrigation areas, System: and water features, "Irrigation similar System" amenities.means LCRA theshall pumps, makeforce mains, available thelines, pipes,minimum following irri- gation pipe, sprinkler amounts heads, Effluent of Raw Water, control system and otherthereof or combination related i)appurtenances for the periodfor of conveyance seeding turf of on the Effluent Golfand Raw Envelope, Course Water fromnot thetoDelivery Pointsthan extend more to, and threedisposal of Effluent (3) years andeffective beyond the Raw Waterdateon, of this the Irrigated Area. Agreement, one million (1,000,000) gpd; and ii) thereafter, one million (1,000,000) gpd during the Permits: months of"Permits" means all and April to September permits, sevenlicenses, orders, other hundred thousand authorizations, (700,000) gpd duringand the all months regulations applicable of October to March.to Itthe is discharge, specificallydisposal, provided,orhowever, use of Effluent, and the that LCRA's construction, obligations to deliver maintenance Raw Wateror operation ofathe Effluent or WastewaterofTreatment combination Raw Water Facilities issued,pursuant and Effluent adopted,toorthis otherwise Agreement required shallby beany governmental subject entity having to the LCRA Water jurisdiction. Management Plan and associated policies, rules and Raw Water: regulations "Raw Water" heretofore means the or hereafter waterby adopted diverted from Lake the LCRA BoardAustin or Lake Travis of Directors, by that provided LCRA. CCNG shall be treated in the same manner as other similarly situated customers. Wastewater Section 3.Treatment Facilities: Disposal of Effluent."Wastewater Provided thatTreatment Facilities" the Effluent meets themeans LCRA's standards required Collection System, Wastewater Treatment Plant, and Effluent Transportation and Storage by the Permits, CCNG agrees to receive and dispose of the Effluent, whether or not combined Facilities, with Raw whether located Water, on the by delivered CCNG Tract LCRA or elsewhere. at the Delivery Points to the extent the Effluent can be Wastewater disposed TreatmentofPlant: of by irrigation "Wastewater the Irrigated Treatment Area and Plant" means in accordance thePermits. with the plant and appur- that Provided tenant the facilities necessary Effluent meets to treat wastewater the standards required by collected through the Permits, title to,LCRA's Collection exclusive dominionSystem and control serving over,theand CCNG Tract and other responsibility customers for the in theEffluent, Raw Water, Bee Caveorarea. combination thereof, shall pass from LCRA to CCNG upon its passage through the Delivery Points. Subject to the other provisionsARTICLE II of this Agreement, CCNG agrees to use reasonable efforts to maximize its use ofSupply of Effluent Effluent, whether fororIrrigation Purposes not combined with Raw Water, for irrigation purposes on the Irrigated Area so that LCRA fully complies with the Permits; provided, Section however, 1. CCNG that Delivery of Effluent shall and Rawaccept not be obligated Water more to CCNG. LCRA effluent thanagrees to deliver that specified inatSection the 1 Delivery Points Effluent from the Wastewater Treatment Facilities, provided that the amount of

#15044v5 4 #15044v5 3 Effluent delivered will not exceed 400,000 gallons per day ("gpd") averaged over a number of ,f this Agreement. days CCNG as established further in the agrees Permits. CCNG agreessuch to adopt additional to receive and further all Effluent delivered at theand irrigation Delivery disposal practices Points as may provided that CCNG hereafter now or has be required no obligation to receive Permits by the any consistent amounts withof in excess use of gpd its400,000 over including averagedArea the Irrigated that a number of days a golf of as course.in established It the Permits, andprovided, is specifically however, further provided thatthat CCNG's CCNG obligation required betake shall not to any Effluent is of to dispose Effluent subject to the irrigation inofviolation by conditions of law, including this Agreement. any Future additional on the quantifies limitsDelivery Points may of Effluent be agreed uponmay which be disposed by the of on the parties. LCRA shall be the Area Irrigated under the sole owner of, have Permits or otherwise, exclusive dominion so would to docontrol or ifand over, and the render golf course be solely unusable responsible Effluentfor unsuitable fororthe its its within intended purpose.Treatment Facilities until the Effluent reaches the Delivery Points. Wastewater Section 4. Effluent Section 2. LCRA Ponds. LCRA and Obligations. CCNG Subject shall to the provisions describedthe jointly approve inoperation, this paragraph, LCRA location, size, design agrees and appearance to provide of the Raw Water, EffluentorStorage Effluent, Facilities a combination including thereof but not limited in sufficient quantities as to theprovided storage Effluent in ponds, which this paragraph shall conform to irrigate the Irrigated applicable to any Area for usePermits as a golf which may, andcourse, at landscaped CCNG's discretion, areas, water features, and similarinto be incorporated the design amenities. of CCNG's LCRA golf available shall make the parties course. The followingagree to minimum design the Effluent amounts Water,Facilities of RawStorage or accommodate Effluent to combination thereof: necessary storage i)asfor to prevent the period of seeding needon the the turf for disposal of Effluent Golf Course in a manner Envelope, not to extend render wouldthan which more three Golf the(3) Course years Envelope beyond the effective dateforof this unsuitable Agreement, playing one cart golf or golf traffic million (1,000,000) and ii)its gpd;impair or otherwise operationone thereafter, a year-round as million (1,000,000) golf class Agpd during the months of April to September and seven hundred thousand (700,000) gpd during the months facility. March. It and toOperation Section 5. of October Maintenance is specifically by LCRA. provided, LCRA that however, maintain, repair operate,obligations shallLCRA's to deliver as necessary, and,Raw Water Effluent or at replace its expense the a combination Wastewater of Raw Water and EffluentFacilities. Treatment CCNG pursuant to shall this Agreement shall be notify immediately subjectLCRA to the it has reason if LCRA Water believe that thePlan to Management and or Effluent the wastewater associated treatment policies, rules and operation does not regulations meet the or heretofore requirements hereafter adopted by the as of the Permits to quality LCRA Board quantity. or of Upon Directors, receipt that provided of such CCNG shallLCRA notice, shallinimmediately be treated determine the same manner whether as other similarly situated meets the Effluent the requirements customers. of the Permits, Section of expeditiously not, shall and,3.ifDisposal remedy Effluent. Provided thatsaid failure, or the Effluent meets theEffluent if the standards not is required by thefrom produced LCRA's Permits, CCNG agrees toTreatment Wastewater Plant, receive and dispose of thethe shall cause producer Effluent, of suchorEffluent whether to not combined withthis remedy Rawfailure. Water, delivered by LCRA at the Delivery Points to the extent the Effluent can be Section disposed byOperation of 6. and irrigation of theMaintenance Irrigated Area CCNG. byand CCNG or in accordance with agents, its the designees Permits. or that Provided assignees shall operate, the Effluent standardsrepair meets themaintain, required needed, asthe and,by replace Permits, title to, Irrigationdominion theexclusive andthe System and control over,Area Irrigated at its expense. for the Raw Water, Effluent, or combination thereof, shall pass from and responsibility Section LCRA 7. Operation to CCNG upon its passage throughSystem of Irrigation the Delivery Points. Area. As required by this and Irrigated CCNGtoagrees Agreement,Subject the other provisionswith to cooperate LCRA. of this and to use Agreement, CCNG Irrigation the agrees System to use and the reasonable efforts Irrigated to maximize its usesufficient Area to receive Effluent of Effluent, fromor whether combinedTreatment Wastewater thenot with Raw Facilities for apply Water, and irrigation suchpurposes theIrrigated onthe Effluent to Area Irrigated Area parties are the LCRA thatthat so so in compliance fully complies with thePermits; withthe con- terms andprovided, ditions of thethat however, CCNGCCNG Permits. shall not obligatedthe be operate shall Irrigation accept System than more effluent specified Area thatIrrigated and the in 1 in Section

#15044v5 4

#15044v5 5 accordance with the Permits and shall be responsible for such additional requirements, if any, f this Agreement. CCNG further agrees to adopt such additional and further irrigation and including the construction, installation, and maintenance of signs, as may be required by law. disposal practices as may now or hereafter be required by the Permits consistent with its use of Section 8. Remedies. If either Party fails to comply with its obligations under this the Irrigated Area including that of a golf course. It is specifically provided, however, that Agreement or fails to correct any deficiency in operation within twenty-four (24) hours after CCNG shall not be required to dispose of Effluent by irrigation in violation of law, including any notification of such deficiency, the other Party shall have the right to request any court, agency limits on the quantifies of Effluent which may be disposed of on the Irrigated Area under the or other governmental authority of appropriate jurisdiction to grant any and all remedies which Permits or otherwise, or if to do so would render the golf course unusable or unsuitable for its are appropriate to assure conformance to the provisions of this Agreement. The defaulting Party intended purpose. shall be liable to the other for all costs actually incurred in pursuing such remedies, including Section 4. Effluent Ponds. LCRA and CCNG shall jointly approve the operation, attorneys fees, and for any penalties or fines as a result of the failure to comply with the terms. location, size, design and appearance of the Effluent Storage Facilities including but not limited Section 9. Regulation and Future Modifications. The parties recognize that the operation to the Effluent storage ponds, which shall conform to any applicable Permits and which may, at of the Wastewater Treatment Facilities and the disposal of the Effluent are subject to regulation CCNG's discretion, be incorporated into the design of CCNG's golf course. The parties agree to by the Commission and other governmental entities. Accordingly, the parties agree that they design the Effluent Storage Facilities to accommodate storage as necessary to prevent the need will cooperate with each other as may be necessary to assure compliance with all terms and for disposal of Effluent in a manner which would render the Golf Course Envelope unsuitable for conditions of all existing Permits. LCRA and CCNG hereby recognize the agreement between playing golf or golf cart traffic or otherwise impair its operation as a year-round class A golf CCNG and the City of Austin regarding effluent irrigation on the CCNG golf course, as attached facility. as Exhibit 11.01(a) to the Utility Facilities Acquisition Agreement, and LCRA agrees to provide Section 5. Operation and Maintenance by LCRA. LCRA shall operate, maintain, repair CCNG with any data within LCRA's custody or control pertaining to CCNG's obligations under and, as necessary, replace at its expense the Wastewater Treatment Facilities. CCNG shall that agreement. LCRA and CCNG agree to consult and cooperate with each other to assure immediately notify LCRA if it has reason to believe that the Effluent or the wastewater treatment compliance with the Permits and to assure that efficient wastewater service may be provided by operation does not meet the requirements of the Permits as to quality or quantity. Upon receipt LCRA while the golf course continues to be operated as a first class golf course. Nothing herein of such notice, LCRA shall immediately determine whether the Effluent meets the requirements shall be construed to require CCNG to extend its irrigation system or to irrigate any areas other of the Permits, and, if not, shall expeditiously remedy said failure, or if the Effluent is not than the Irrigated Area. Should LCRA desire at a later time to irrigate the areas outside the produced from LCRA's Wastewater Treatment Plant, shall cause the producer of such Effluent to Irrigated Area or the Golf Course Envelope, CCNG and LCRA shall negotiate in good faith with remedy this failure. one another regarding such additional irrigation areas, provided, however, that CCNG shall not Section 6. Operation and Maintenance by CCNG. CCNG or its agents, designees or be required to accept more Effluent on the CCNG Tract than provided in Section 1 of this assignees shall operate, maintain, repair and, as needed, replace the Irrigation System and the Agreement. Irrigated Area at its expense. Section 7. Operation of Irrigation System and Irrigated Area. As required by this ARTICLE III Agreement, CCNG agrees to cooperate with LCRA and to use the Irrigation System and the General Irrigated Area to receive sufficient Effluent from the Wastewater Treatment Facilities and apply such Effluent to the Irrigated Area so that the parties are in compliance with the terms and con- Section 1. Connection Fee. CCNG shall not be charged any connection fee by LCRA for ditions of the Permits. CCNG shall operate the Irrigation System and the Irrigated Area in the provision of Effluent or Raw Water under this Agreement.

#15044v5 6 #15044v5 5 accordance with the Permits and shall be responsible for such additional requirements, if any, Section 2. Rates for Service. LCRA shall not be charged any service fee by CCNG for including the construction, installation, and maintenance of signs, as may be required by law. 'CCNG's disposal of the Effluent (whether or not combined with Raw Water) on behalf of LCRA. Section 8. Remedies. If either Party fails to comply with its obligations under this LCRA may, by appropriate order or orders adopted from time to time by its Board of Directors, Agreement or fails to correct any deficiency in operation within twenty-four (24) hours after charge and collect a reasonable rate for the provision of Raw Water, Effluent or a combination notification of such deficiency, the other Party shall have the right to request any court, agency thereof to CCNG. The initial rate shall be $1.10 per 1,000 gallons of Raw Water, Effluent, or or other governmental authority of appropriate jurisdiction to grant any and all remedies which combination thereof, as measured at the Delivery Point (Raw Water and/or Effluent). Such rate are appropriate to assure conformance to the provisions of this Agreement. The defaulting Party shall be based on LCRA's capital costs and operation and maintenance costs incurred in shall be liable to the other for all costs actually incurred in pursuing such remedies, including providing same, provided that, for a period of ten (10) years, the rate shall not exceed $1.10 per attorneys fees, and for any penalties or fines as a result of the failure to comply with the terms. 1,000 gallons of Raw Water, Effluent, or combination thereof except to account for i)increases in Section 9. Regulation and Future Modifications. The parties recognize that the operation the standard rate set by the LCRA Board of Directors for firm, stored water at the Colorado of the Wastewater Treatment Facilities and the disposal of the Effluent are subject to regulation River, which rate is currently set at 32 cents per 1,000 gallons, or ii) power charge increases or by the Commission and other governmental entities. Accordingly, the parties agree that they decreases of more than twenty percent (20%) from date of execution of this Agreement related to will cooperate with each other as may be necessary to assure compliance with all terms and transportation of the Raw Water, Effluent, or combination thereof. If LCRA increases the rate conditions of all existing Permits. LCRA and CCNG hereby recognize the agreement between after the ten-year period, then LCRA shall provide a cost of service analysis to CCNG annually CCNG and the City of Austin regarding effluent irrigation on the CCNG golf course, as attached and adjust the rates in accordance with that analysis. CCNG agrees that LCRA needs and has the as Exhibit 11.01(a) to the Utility Facilities Acquisition Agreement, and LCRA agrees to provide right to vary the rate from time to time, subject to the limitations of this paragraph. CCNG with any data within LCRA's custody or control pertaining to CCNG's obligations under Section 3. Term. Unless terminated by mutual agreement of the Parties or their that agreement. LCRA and CCNG agree to consult and cooperate with each other to assure successors and assigns, this Agreement shall continue in force and effect for a period of forty compliance with the Permits and to assure that efficient wastewater service may be provided by (40) years from the date of its execution and may thereafter be continuously renewed in writing LCRA while the golf course continues to be operated as a first class golf course. Nothing herein by mutual agreement of the parties. shall be construed to require CCNG to extend its irrigation system or to irrigate any areas other Section 4. Force Majeure. In the event that either CCNG or LCRA is rendered unable, than the Irrigated Area. Should LCRA desire at a later time to irrigate the areas outside the wholly or in part, to perform any of its obligations under this Agreement (by reason of failure or Irrigated Area or the Golf Course Envelope, CCNG and LCRA shall negotiate in good faith with national moratorium of operation of the banks, transfer agents, brokers, stock exchanges or one another regarding such additional irrigation areas, provided, however, that CCNG shall not modes of transportation; or work stoppages or restraint by court order or other public authority; be required to accept more Effluent on the CCNG Tract than provided in Section 1 of this or action or inaction concerning governmental or regulatory authorizations; or transportation Agreement. -_ delay; or death or personal injury of a representative of either Party whose signature is necessary), upon the provision of written notice which fully relates the particulars of the claimed ARTICLE III force majeure, including but not limited to the dates on which it commenced and ceased or is General expected to cease by the Party claiming force majeure to the other Party as soon as is reasonably practicable after the occurrence of the cause relied upon, the obligations of the Party claiming Section 1. Connection Fee. CCNG shall not be charged any connection fee by LCRA for force majeure, to the extent they are affected by the force majeure, shall be suspended during the the provision of Effluent or Raw Water under this Agreement. continuance of any inability of performance so caused, but in no event for longer than sixty (60)

#15044v5 6 #15044v5 days. This Agreement shall not be terminated by reason of any such cause but shall remain in Section 2. Rates for Service. LCRA shall not be charged any service fee by CCNG for full force and effect. Either Party rendered unable to fulfill any of its obligations under this CCNG's disposal of the Effluent (whether or not combined with Raw Water) on behalf of LCRA. Agreement by reason of force majeure shall exercise the utmost diligence to remove such LCRA may, by appropriate order or orders adopted from time to time by its Board of Directors, inability. The suspension of obligations of a Party to this Agreement pursuant to this Section charge and collect a reasonable rate for the provision of Raw Water, Effluent or a combination shall be added to the time specified in other provisions of this Agreement for the purpose of thereof to CCNG. The initial rate shall be $1.10 per 1,000 gallons of Raw Water, Effluent, or calculating the date on which certain conditions of this Agreement are to be satisfied, but in no combination thereof, as measured at the Delivery Point (Raw Water and/or Effluent). Such rate event shall such additional time extend the satisfaction of an obligation under this Agreement shall be based on LCRA's capital costs and operation and maintenance costs incurred in more than sixty (60) days. providing same, provided that, for a period of ten (10) years, the rate shall not exceed $1.10 per Section 5. Modification. This Agreement shall be subject to change or modification only 1,000 gallons of Raw Water, Effluent, or combination thereof except to account for i)increases in with the mutual written consent of CCNG and LCRA. the standard rate set by the LCRA Board of Directors for firm, stored water at the Colorado Section 6. Captions. The captions appearing at the first of each numbered section or River, which rate is currently set at 32 cents per 1,000 gallons, or power charge increases or paragraph in this Agreement are included solely for convenience and shall never be considered decreases of more than twenty percent (20%) from date of execution of this Agreement related to or given any effect in construing this Agreement. transportation of the Raw Water, Effluent, or combination thereof. If LCRA increases the rate Section 7. Severability. The provisions of this Agreement are severable, and if any pro- after the ten-year period, then LCRA shall provide a cost of service analysis to CCNG annually vision or part of this Agreement shall ever be held by any court of competent jurisdiction to be and adjust the rates in accordance with that analysis. CCNG agrees that LCRA needs and has the invalid or unconstitutional for any reason, the remainder of this Agreement and the application of right to vary the rate from time to time, subject to the limitations of this paragraph. such provision or part of this Agreement to other persons or circumstances shall not be affected Section 3. Term. Unless terminated by mutual agreement of the Parties or their thereby. successors and assigns, this Agreement shall continue in force and effect for a period of forty Section 8. Cooperation. Each Party hereby agrees that it will take all actions necessary (40) years from the date of its execution and may thereafter be continuously renewed in writing to fully carry out the purposes and intent of this Agreement. by mutual agreement of the parties. Section 9. Addresses and Notice. All notices hereunder from CCNG to LCRA shall be Section 4. Force Majeure. In the event that either CCNG or LCRA is rendered unable, sufficient if sent by certified mail or facsimile transmission, addressed to LCRA to the attention wholly or in part, to perform any of its obligations under this Agreement (by reason of failure or of the Manager of WaterCo at 3700 Lake Austin Boulevard, Austin, Texas 78703, (Facsimile: national moratorium of operation of the banks, transfer agents, brokers, stock exchanges or 512-473-3551); and all notices hereunder from LCRA to CCNG shall be sufficiently given if modes of transportation; or work stoppages or restraint by court order or other public authority; sent by certified mail or facsimile transmission to CCNG at 98 San Jacinto, Suite 1730, Austin, -_ or action or inaction concerning governmental or regulatory authorizations; or transportation Texas 78701 (Facsimile: 512-476-6890) with copy to David Armbrust, -_ Armbrust, Brown & delay; or death or personal injury of a representative of either Party whose signature is Davis, 100 Congress Avenue, Suite 1300, Austin, Texas, 78701 (Facsimile: 512-435-2360) and necessary), upon the provision of written notice which fully relates the particulars of the claimed all such notices shall be deemed to have been given on the date of mailing or sending of such force majeure, including but not limited to the dates on which it commenced and ceased or is notice. Either Party can change its address upon five (5) days written notice to the other Party. expected to cease by the Party claiming force majeure to the other Party as soon as is reasonably Section 10. Assignability. practicable after the occurrence of the cause relied upon, the obligations of the Party claiming CCNG shall have the right to assign this Agreement in the event it sells or transfers all or force majeure, to the extent they are affected by the force majeure, shall be suspended during the a portion of the CCNG Tract or the Boothe Tract. In addition, CCNG shall have the right to continuance of any inability of performance so caused, but in no event for longer than sixty (60)

#15044v5 8 #15044v5 days. This Agreement shall not be terminated by reason of any such cause but shall remain in assign this Agreement to the owner or operator of any golf course on the CCNG or Boothe Tract. full force and effect. Either Party rendered unable to fulfill any of its obligations under this Provided, however, any such assignments under this section shall be effective only after notice to Agreement by reason of force majeure shall exercise the utmost diligence to remove such LCRA of the assignment and provided that the assignee agrees to assume and be bound by and inability. The suspension of obligations of a Party to this Agreement pursuant to this Section perform any duties of CCNG under this Agreement with respect to the property being acquired shall be added to the time specified in other provisions of this Agreement for the purpose of by the assignee. LCRA may require the assignee to execute a reasonably appropriate document calculating the date on which certain conditions of this Agreement are to be satisfied, but in no evidencing such assumption. event shall such additional time extend the satisfaction of an obligation under this Agreement LCRA shall have the right to assign this Agreement in the event it sells or transfers all or more than sixty (60) days. an appropriate portion of the Wastewater Treatment Facilities to a transferee, provided, however, Section 5. Modification. This Agreement shall be subject to change or modification only that any such assignments are effective only after notice to CCNG of the assignment and with the mutual written consent of CCNG and LCRA. provided that the assignee agrees to assume and be bound by and perform any duties of LCRA Section 6. Captions. The captions appearing at the first of each numbered section or under this Agreement with respect to the property being acquired by the assignee. CCNG may paragraph in this Agreement are included solely for convenience and shall never be considered require the assignee to execute an appropriate document evidencing such assumption. or given any effect in construing this Agreement. Section 11. Easement and Record. LCRA and CCNG shall execute and record in the real Section 7. Severability. The provisions of this Agreement are severable, and if any pro- property records of Travis County, Texas an easement ("Irrigation Easement") in a form vision or part of this Agreement shall ever be held by any court of competent jurisdiction to be reasonably acceptable to the parties, which shall have attached a legal description of the Golf invalid or unconstitutional for any reason, the remainder of this Agreement and the application of Course Envelope and which reflects both the rights and the obligations of the Parties to deliver such provision or part of this Agreement to other persons or circumstances shall not be affected and receive Effluent and Raw Water. The Parties agree to execute and record from time to time thereby. amendments to the Easement to evidence any changes in this Agreement. Section 8. Cooperation. Each Party hereby agrees that it will take all actions necessary Section 12. Lender Acknowledgment. CCNG agrees to obtain from any lender with a to fully carry out the purposes and intent of this Agreement. lien on or security interest in the Irrigation Easement or other property affected by this Section 9. Addresses and Notice. All notices hereunder from CCNG to LCRA shall be Agreement an appropriate acknowledgement of LCRA's rights and obligations. sufficient if sent by certified mail or facsimile transmission, addressed to LCRA to the attention Section 13. Extent of Agreement. This Agreement represents the entire agreement of the Manager of WaterCo at 3700 Lake Austin Boulevard, Austin, Texas 78703, (Facsimile: between CCNG and LCRA relating to raw water/effluent service and effluent disposal and 512-473-3551); and all notices hereunder from LCRA to CCNG shall be sufficiently given if irrigation and supersedes all prior negotiations, representations or agreements, either written or sent by certified mail or facsimile transmission to CCNG at 98 San Jacinto, Suite 1730, Austin, oral. This Agreement may be amended only by written instrument - _ signed by both Owner and Texas 78701 (Facsimile: 512-476-6890) with copy to David Armbrust, ._ Armbrust, Brown & Manager. Nothing contained in this Agreement is intended to benefit any third party. Davis, 100 Congress Avenue, Suite 1300, Austin, Texas, 78701 (Facsimile: 512-435-2360) and IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, all such notices shall be deemed to have been given on the date of mailing or sending of such sealed and attested in duplicate by their duly authorized officers, this the iq f1F day of notice. Either Party can change its address upon five (5) days written notice to the other Party. , 1999. Section 10. Assignability. CCNG shall have the right to assign this Agreement in the event it sells or transfers all or a portion of the CCNG Tract or the Boothe Tract. In addition, CCNG shall have the right to

#15044v5 8 #15044v5 9 LOWER COLORADO RIVER AUTHORITY issign this Agreement to the owner or operator of any golf course on the CCNG or Boothe Tract. Provided, however, any such assignments under this section shall be effective only after notice to LCRA of the assignment and provided that the ph assignee J. Beal agrees to assume and be bound by and perform any duties of CCNG under this AgreementWaterCo. anager, with respect to the property being acquired by the assignee. LCRA may require the assignee to execute a reasonably appropriate document evidencing such assumption. CCNG DEVELOPMENT COMPANY, L.P. CCNG, Inc, General Partner LCRA shall have the right to assign this Agreement in the event it sells or transfers all or an appropriate portion of the Wastewater Treatment Facilities to a transferee, provided, however, y: that any such assignments are effective only B. Daniel after notice to CCNG of the assignment and Porter CEOand provided that the assignee agrees to assume andbePresident bound by and perform any duties of LCRA under this Agreement with respect to the property being acquired by the assignee. CCNG may Approveddocument require the assignee to execute an appropriate as to form: evi-deneing such assumption. Section 11. Easement and Record. LCRA and CCNG shall execute and record in the real property records of Travis County, By: Texas LQ an easement ("Irrigation Easement") in a form David Armbrust reasonably acceptable to the parties, which shall have Armbrust, attached Brown & Davisa legal description of the Golf Course Envelope and which reflects both100 theCongress rights andAvenue, Suite 1300 the obligations of the Parties to deliver Austin, Texas 78701 and receive Effluent and Raw Water. TheCounsel Parties for agree to execute CCNG and record Development from time Company, L.P.to time amendments to the Easement to evidence any changes in this Agreement. Section 12. Lender Acknowledgment. CCNG agrees to obtain from any lender with a lien on or security interest in the Irrigation Easement or other property affected by this Agreement an appropriate acknowledgement of LCRA's rights and obligations. Section 13. Extent of Agreement. This Agreement represents the entire agreement between CCNG and LCRA relating to raw water/effluent service and effluent disposal and irrigation and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument . _ signed by both Owner and Manager. Nothing contained in this Agreement is intended to benefit any third party. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, sealed and attested in duplicate by their duly authorized officers, this the /I day of , 1999.

#15044v5 10 #15044v5 9 LOWER COLORADO RIVER AUTHORITY

ph J. Beal anager, WaterCo. EXHIBIT I-A CCNG DEVELOPMENT COMPANY, L.P. CCNG, Inc, General Partner

y: DanielB. Porter CEO and President

By: LQ David Armbrust Armbrust, Brown & Davis 100 Congress Avenue, Suite 1300 Austin, Texas 78701 Counsel for CCNG Development Company, L.P.

#15044v5 10 EXHIBIT I-A

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EXHIBIT DELIVERY POINTS FOR VA) 1=1 43 0 4p FI (30FILE N FEET) RAW WATER & EFFLUENT 1101 South Couital of Taos fighway, !holding 0, Soh 110, Austin, Texas 78746 (512) 327-9204 EXHIBIT l

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EXHIBIT I-D

O ) EXHIBIT 16.16 EXHIBIT 16.16 MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is filed by the CCNG Development Company, LT., a limited partnership ("CCNG") and the Lower Colorado River Authority ("LCRA").

WHEREAS, CCNG and LCRA have heretofore entered into that certain "Utility Facilities Acquisition Agreement between Lower Colorado River Authority and CCNG Development Company, L.P." (the "Acquisition Agreement");

. WHEREAS, the Acquisition Agreement provides for certain rights and duties of CCNG and LCRA regarding the construction and acquisition of water and wastewater utility infrastructure and provision of water and wastewater utility service to that certain real property situated in Travis County, Texas, as more particularly described on Exhibit A hereto (the "Property");

WHEREAS, the Acquisition Agreement provides that the parties are to record a memorandum of the Acquisition Agreement in the Real Property Records of Travis County, Texas, in order to provide notice to future owners of all or any portion of the Property of the existence of the Acquisition Agreement; NOW, THEREFORE,

CCNG and LCRA hereby notify the public and all future owners of all or any portion of the Property of the existence of the Acquisition Agreement. A copy of same may be obtained from either CCNG or LCRA.

Dated: 1- (III Name: 1) ArtitiEL 8 Po trrit Title: PkOrtOpir kCEO C4ik16,41‘,/ Georatic. Pikitmok

Dated: gi Nevis( By: NameV 3 A.seph - Title: },14, L,, 444,4 „

1 STATE OF TEXAS MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is filed by the CCNG Development Company, LT., a limited This partnership ("CCNG") and the Lower Colorado River Authority ("LCRA"). instrume nt was acknowle dged before me,,on the / TA- day of Its o ve 04 , 1999, by hail e F1 , frr shave CCNG IV": 1C 60 r217%, of Development Company, L.P., a WHEREAS, Texas limitedCCNG and ip, partnersh LCRA on behalf heretofore entered into that certain "Utility Facilities of said limited partnership. Acquisition Agreement between Lower Colorado River Authority and CCNG Development Company, L.P." (the "Acquisition Agreement"); NICOLE A. MORALES NOTARY Agreement . WHEREAS, the Acquisition PUBLIC provides for certain rights and duties of CCNG (SEAL) State of Texas Notary Public, State of Texas and LCRA regarding the construction and acquisition Comm. Exp. 04-222002 of water and wastewater utility Printed Name: toN infrastructure and provision of water and wastewater utility service A real that certain _ property v-ccl My Commis sion Expires: 0,4- 2 situated in Travis County, Texas, as more particularly described on Exhibit A hereto (the 7 CI "Property"); STATE OF TEXAS WHEREAS, the Acquisition Agreement provides that the parties are to record a COUNTY OF TRAVIS memorandum of the Acquisition Agreement in the Real Property Records of Travis County, Texas, in order to provide notice to future owners of all or any portion of the Property of the existence of the Acquisition Agreement; NOW, THEREFORE, This instrument was acknowledged before me, on the 72- day of 1.104€-Pik-be( 1999, by Joseph J. Beal, P.E., Manager, WaterCo, Lower Colorado River Authority, a Texas CCNG and LCRA hereby notify the public and all future owners of all or any portion of conservation and reclamation district, on behalf of said district. the Property of the existence of the Acquisition Agreement. A copy of same may be obtained from either CCNG or LCRA.

(SEAL) +"0;.•;;3-4,‘-- \ TAMMY HOFF .! tary Public, stateCOMPANY, CCNG DEVELOPMENT of Texa L.P. Notary Public, State of Texas myConvnission Expires Printed Name: Tcovvvl 41 11.1.``/ AUGUST 31, 2003 My Commission Expires: KSt. -t" 31 - 200 'S

Dated: 1- (III Name: 1) ArtitiEL 8 Po trrit Title: PkOrtOpir kCEO C4ik16,41‘,/ Georatic. Pikitmok

Dated: gi Nevis( By: Namet 3A.seph - Title: },14, L,,„ 444,4

71 EXHIBIT "A"

Property Description STA LE OF TEXAS

COUNTY OF TRAVIS ' TRACT ONE: of and a portion of the Jarrett Medlin APPROXIMATELY 300.800 ACRES of land out No. 38 and the H. Ottens Survey No. Survey No. 520, the Fred C. Pecht Survey g a portion of the same tract ThisTrav 55, situated in is Counwas Texas, and bein ty, acknowledged the /ds 9-11-- Ai svem be/ , instrument by metesme,_on before and boun in day the ofdeed more particularly described ide4 of land1999, - 0 et 1, Page "Of CCNG Development Company, me by l'e 1 F1 .Thrter ,?re_cVolume 61114 1313 , and Volu recorded in Volume 11141, Page 1308, is Coun ty, Texa s 11141, L.P., Pagea 1318 Texas, limited partnership, on behalf of said limited partnership. Real Prop erty Reco rds of Trav

TRACT TWO - Parcel One: teen119), Twenty (20), Twenty-one Lots Seventeen (17), Eighteen (18), Nine ty-five our (24), . TwenState (25), ty-two (22), Twenty-three (23), TWenty-f Notary ,Public, (SEAL) (21), Twen Twenty-n of Texas ine (29) , Twenty-six 126), Twenty-seven (27),*Tw iro enty-eight (32) , (28) Name: Printed Thirty-three (33), M coie, Thir ty-n A_ ine Pa_ , e Thirty (30) , Thir ty-o ne (31) , Thir ty-t My Commission Expires: cif ,- 7z •,.2-..r>f) y-three (43), Forty-four (44) (39), Forty (40), Forty-two (42), Fort even (47), Forty-eight (48), ty-s Forty-five (45), Forty-six (46), .For STATE OF TEXAS Fift y-on e (51) , Fifty-two (52), Fifty-three (53) Forty-nine (49), Fifty (50), FS, SECTON ONE, a subdivision in. and Fifty-four (54), BARTON CREEK BLUF thereof recorded ill Volt me OF s, County, Texa Travis COUNTY according to the map or plat TRAVIS ty, Te xas. 75, Page 363, Plat Records ot Travis Coun

TRACT TWO Parcel Two: Lots Thirty-fThis our instrument (34), Thirwas ive (35), Thir ty-facknowledged before ix (36) ty-sme, , Thir on the 72— six (76), Seventy- ty-sday seve 1.1(54e-iv1 -6( evenof(37), n (77), /4 , Seve nty- five (75) , Seve nty- 1999, by Joseph J. Beal, P.E., Manager, WaterCo, "hirty-e ight (38) Lower Colorado River ty-o ne Authority, (81), a Texas Seventy- eight (78) , Seventy-nine (79), Eighty (80), Eigh conservation and reclamation district, on behalf of said Ninety (90), Ninedistrict. ty-o ne (91) , and Eighty-two (82), Eighty-three (83), SECTION TWO, a subdivision in CREE K BLUF FS, Ninety-four (94), BARTON or plat thereof recorded in Volume Travis County, Texas, according to the map Texas. ty, 81, Page 186, Plat Records of•Travis Coun (SEAL) TAMMY HOFF tary Public, state of Texah TRACT TWO Parcel Three: .; Notary Public, State of Texas x (56), Fifty-seven ' (57) , KIC+ Lots Forty-one (41) Uss, Fifty-fi ve (SS) My Coartinion Expires, Fifty-siPrinted Name: A—CT\ril y-tw o and Sixt e (61), Expires: kAstAb- \l';'.t.ozifi Fifty-eight (58), Fifty-nineA (59) UGUST, 31,Sixt 2003y (60), SixtMyy-on Commission Trav is Coun ty, V 31, 200 BLUF FS, SECT ION THRE E, a subdivision in (62) ,. BART ON CREE K eof recorded in. Volume 81,.Page 188, Texas, according to the map or plat ther Plat Records of Travis County, Texas.

TRACT TWO Parcel Four: y-seven (67), Sixty-eight (68), Lots. Sixty-five (65), Sixty-six (66), Sixt one (71), Seventy-two (72), nty- Sixty-nine (69), Seventy (70), Seve (74) , BARTON CREEK BLUFFS, SECTION FOUR, Seventy-three (73), and Seventy-four s, according to the map or plat a subdivision in Travis County, Texa Plat Records of Travis County, Texas. thereof recorded in Volume 81, Page 191,

TRACT TWO Parcel Five: of and a portion of the T.T.R.R. CO. APPROXIMATELY 249.30 ACRES of land out EY NO. 57 and the D. BOELS SURVEY SURVEY NO. 169, the I. & G.N.R.R. CO. SURV s and being a portion of the same NO. 905 situated in Travis County, Texa as Tract Five in Warranty Deed S property described by metes and bounds corrected in Volume 11933, Page recorded in Volume 11346, Page 1283, and Travis County, Texas. of 1633, both in the Real Property Records TRACT TWO Parcel Six: APPROXIMATELY 7.354 ACRES of lane ut of and a portion of the MAxilt, WILLIAMS SURVEY NO. 901, situated in Tray. County, Texas, and being the sat. property described by metes and bounds asEXHIBIT "A" of land, in 7.354 acres Warranty Deed -ecorded in Volume 11346, Page 1283, and corrected by Volume 11933, Page .633, both in the Real ProperProperty ty Records Description of Travis County, Texas.

TRACT TWO Parcel Seven: ' TRACT APPROXONE: IMATELY 3.30 ACRES of land out of a portion of the S. S. aARHOE APPROXIMATELY NO. 498 and the300.800 ACRES D. HMIS of land SURVEY out of and a portion of the Jarrett SURVEY NO. 905, Medlin situated in Travis County, Texas and Survey No. 520, the Fred C. Pecht Survey No. 38 and being the same property described as 3.29 acres of land, the H. Ottens Survey No. 55, situated in Travis County, Texas, and being a portion in the of Warran ty tract same Deed recorded in Volume 11346, Page 1283 and corrected in Volume of land 1633, bothmore particularly in the described Real Property by metes and bounds in11933, Records of Page the deeds Travis County , Texas. recorded in Volume 11141, Page 1308, Volume .11141, Page 1313, and Volume 11141, Page 1318, Real Property Records of Travis County, Texas TRACT TWO Parcel Eight: APPROXIMATELY 0.657 OF AN ACRE of land out of and a portion of the S. S. TRACT TWO aARBOE - Parcel SURVEY One:and the D. BOHLS NO. 498 SURVEY NO. 905, situated in Travis Lots Seventeen County , Texas and (17), beingEighteen the same (18), Nineteen119), proper Twenty (20), Twenty-one ty described by metes and bounds in (21), Twenty-two (22), Twenty-three (23), Twenty-four Warranty Deed recorded in Volume 11346, Page 1283 and (24), Twenty-five (25), Twenty-six 126), Twenty-seven (27),*Twenty-eight (28),correc ted in Volume Twenty-nine (29), 11933, Page 1633, both in the Real Property Recordi of Travis County Thirty (30), Thirty-one (31), Thirty-tivo (32), Thirty-three (33), Thirty-nine , Texas. (39), Forty (40) , Forty-two (42), Forty-three (43), Forty-four (44), Forty-five (45), Forty-six (46), .Forty-seven (47), Forty-eight (48), Forty-nine Porter Tract(49), Fifty (50), Fifty-one (51), Fifty-two (52), Fifty-three (53) and Fifty-four (54), BARTON CREEK BLUFFS, SECTON ONE, a subdivision in. TravisONE: TRACT BeingTexas, CoUnty, 230.92according acres, more to the map or or less, plt thereof situat recorded ill vollime ed in Orran Wade 75, Page Survey No.363, 540,Plat Records Abstra ct No. of 811; Travis theCouacy, Texas. Matthew William Survey No. 900, Abstract No. 823; the D. Bohis Survey No. 905, Abstract No. TWO TRACT Tap Parcel Two: 129; the Tyler R.R. c94 Survey No. 169, Abstract No. 2179; the I. & G.N.R.R. LotsSurvey Co. Thirty-four No. 57,(34), AbstraThirty-five ct No. 2109; (35), the Thirty-six Fredrich C. (36), Thirty-seven (37), "hirty-eight (38), Seventy-five (75), Seventy-six Pecht Survey No. (76), 68, Abstract No. 635; and the Jarrett Medlin Survey No. 520, Seventy-seven (77), Seventy-eight (78), Seventy-nine (79), Eighty (80), Abstract No. 539, Travis County, Texas. Eighty-one (81), Eighty-two (82), Eighty-three (83), Ninety (90), Ninety-one (91), and Ninety-four (94), BARTON CREEK BLUFFS, SECTION TWO, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 81, Page 186, Plat Records of•Travis County, Texas.

TRACT TWO Parcel Three: Lots Forty-one (41), Fifty-five (55), Fifty-six (56), Fifty-seven (57), Fifty-eight (58), Fifty-nine (59), Sixty (60), Sixty-one (61), and Sixty-two (62),• BARTON CREEK BLUFFS, SECTION THREE, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 81, Page 188, Plat Records of Travis County, Texas.

TRACT TWO Parcel Four: Lots. Sixty-five (65), Sixty-six (66), Sixty-seven (67), Sixty-eight (68), Sixty-nine (69), Seventy (70), Seventy-one (71), Seventy-two (72), Seventy-three (73), and Seventy-four (74), BARTON CREEK BLUFFS, SECTION FOUR, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 81, Page 191, Plat Records of Travis County, Texas.

TRACT TWO Parcel Five: APPROXIMATELY 249.30 ACRES of land out of and a portion of the T.T.R.R. CO. SURVEY NO. 169, the I. & G.N.R.R. CO. SURVEY NO. 57 and the D. BOELS SURVEY NO. 905 situated in Travis County, Texas and being a portion of the same property described by metes and bounds as Tract Five in Warranty Deed S recorded in Volume 11346, Page 1283, and corrected in Volume 11933, Page 1633, both in the Real Property Records of Travis County, Texas. TRACT TWO Parcel Six: APPROXIMATELY 7.354 ACRES of land it of and a portion of the MArrrt> WILLIAMS SURVEY NO. 901, situated in Tray. ,JCounty, Texas, and being the sat, property described by metes and bounds as 7.354 acres of land, in Warranty Deed -ecorded in Volume 11346, Page 1283, and corrected by Volume 11933, Page .633, both in the Real Property Records of Travis County, Texas.

TRACT TWO Parcel Seven: APPROXIMATELY 3.30INTERIM WASTEWATER ACRES of land out of a portion SERVICE of the S. S. AGREEMENT JARBOB SURVEY NO. 498 and the D. BOELS SURVEY NO. 905, situated in Travis County, Texas and being the same property described as 3.29 acres of land, in Warranty Deed CCNG DEVELOPMENT COMPANY, L.P. recorded in Volume 11346, Page 1283 and corrected in Volume 11933, Page 1633, both in the Real Property Records of Travis County, Texas. This Interim Wastewater Service Agreement ("Interim Agreement") between Colorado TRACT TWO Parcel Eight: River Authority, a conservation and reclamation district, CCNG0.657 APPROXIMATELY Development OF AN ACRE ofCompany, L.P., land out of and aa portion Texas of limited partnership ("CCNG") the S. S. andNO.entered JARBOE SURVEY 498 and into the D.effective the NO. BOHLS SURVEY 24th 905,day of October, situated in Travis2001. County, Texas and being the same property described by metes and bounds in Warranty Deed recorded in Volume 11346, Page 1283 and corrected in Volume Recordi of Travis County, Texas. 11933, Page 1633, both in the Real Property RECITALS

A. The LCRA owns and operates the West Travis County Regional System Porter Tract System") with the capacity to provide wastewater collection a services TRACT ONE: Being 230.92 tomore acres, areas within or less, the in situated current service area, as depicted on Orran Wade County Regional System Schedule for Rates, Fees, Charges and T Survey No. 540, Abstract No. 811; the Matthew William Survey No. 900, Abstract No. 823; Conditions of Retail the D. Bohis Survey Treated No. 905, Water Abstract and the No. 129; Wastewater Service ("WTC Wa Tyler Tap R.R. c94Service Survey No. 169, Abstract Area"), No. 2179; in addition tothe I. &areas some G.N.R.R. outside of the WTC Wastewa Co. Survey No. 57,Area. Abstract No. 2109; the Fredrich C. Pecht Survey No. 68, Abstract No. 635; and the Jarrett Medlin Survey No. 520, Abstract No. 539, Travis County, Texas. B. CCNG seeks wastewater collection and treatment services to serve Oaks Golf Course, which is located on approximately 983 acres of la County, Texas, known as the "CCNG Tract". Currently, the CCNG Tra included in the WTC Wastewater Service Area.

C. The LCRA has acquired or will acquire certain water and wastewate pursuant to the Utility Facilities Acquisition Agreement Betwee Colorado River Authority and CCNG dated November 19, 1999 ("Acqui Agreement"), and is prepared to provide interim wastewater col treatment services for up to a maximum of five (5) living unit CCNG.

D. This Interim Agreement will be in effect to ensure that the LC wastewater services to the Spanish Oaks Golf Course on the CCNG T such time as the WTC Wastewater Service Area is extended to include Tract. E. At the time that the WTC Wastewater Service Area is expanded to include the CCNG Tract, this Interim Agreement will terminate and CCNG shall enter into a Retail Customer Service Agreement for wastewater service and shall be subject to the terms and conditions of the West Travis County Regional System Schedule INTERIM WASTEWATER for Rates, Fees, SERVICE Charges and Terms and ConditionsAGREEMENT of Retail Treated Water and Wastewater Service, as amended ("WTC Rate Schedule"). CCNG DEVELOPMENT COMPANY, L.P. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS This Interim Wastewater HEREINA FTER SET Service FORTHAgreement AND ("Interim OTHERAgreement") GOOD AND between the Lower VALUABL E Colorado River Authority, a conservation and CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS:reclamation district, ("LCRA") and CCNG Development Company, L.P., a Texas limited partnership ("CCNG") is made and entered into effective the 24th day of October, 2001. AGREEMENT

SECTION 1.0 GENERAL PROVISION RECITALS S OF THE SERVICE AGREEMENT

Sec. 1.01. A. TheProvision LCRA owns and operatesCollection of Wastewater the West and Travis County Regional Treatment Services. System The LCRA ("WTCwill provideSystem") wastewater collection with the capacity to provide wastewater collection and treatment and treatment services meeting the minimum standards of the Texas Natural services to areas within the Resources current service Conservatio area, as depicted n Commission to CCNG on the andWest CCNG Travis will purchase, receive, County and/or reserve Regional Systemservice Schedule for Rates, Fees, Charges and Terms from the LCRA in accordance with this Service and Agreement and anyofadditional Conditions Retail Treated Waterbetween agreements and Wastewater the LCRA Service ("WTC Wastewater and CCNG. Service Area"), in addition to some areas outside of the WTC Wastewater Service Area. Sec. 1.02. Service Commitment. The LCRA will provide wastewater collection and treatment services for a maximum of five (5) living unit equivalents ("LUEs") to the SpanishCCNG B. Oaks Golf seeksCourse, wastewater collection for use and treatment at its clubhouse services tofacilities and maintenance serve thelocated Spanishon the CCNG Tract. If CCNG Oaks Golf Course, which is located increases on approximately the number of LUEs to983beacres of land served on thein CCNG Travis Tract, County, then CCNGTexas, known and as the "CCNG the LCRA Tract". must agree Currently, in writing to the CCNG provide Tract is service tonot the additional LUEs, included in subject the WTCtoWastewater Service Area. the treatment capacity of the WTC Regional Wastewater System and the payment of all applicable fees.

C. The LCRA has acquired or will acquire certain water and wastewater facilities Sec. 1.03. Term. The pursuant to the UtilityAgreement Service Facilities will Acquisition continueAgreement Between in effect until the LCRAthe extends Lower the WTC Wastewater Colorado RiverService Authority Areaand CCNG the to include dated November CCNG 19, 1999 Tract. Upon ("Acquisition termination of this InterimAgreement"), Agreement, CCNG and isshall prepared execute a Retail Customer Service Agreement forand to provide interim wastewater collection the Spanishtreatment Oaks Golfservices for up Course with thetoLCRA, a maximum oftofive pursuant the(5) WTC living Rateunit equivalents to Schedule. CCNG. Sec. 1.04. Service Interruptions. The LCRA will make all reasonable efforts to prevent interruptions D. of service. This Interim Agreement will be If interruptions in effect occur, to ensure the LCRA will that the LCRA re-establish provides service within the shortest practicable wastewater services time.toThe theLCRA Spanish Oaks will Golf Course on the CCNG Tract until not be liable to CCNG or any third parties for interruption such timeofas service. the WTC Wastewater Service Area is extended to include the CCNG Tract. Sec. 1.05. Hold Harmless. BY ACCEPTING SERVICE, CCNGAGREES TO HOLD LCRA HARMLESS IN CONNECTION WITH CLAIMS, LIABILITY OR DAMAGES ARISING FROM THE:

Interim Wastewater Service Agreement for CCNG Development Company, L.P. 2 w9- E. (a) At the time CONS. that theOF RUCTION WTCTHEWastewater FACILITIES, Service Area is expanded to include the (b) CCNG Tract, SERVICES this Interim Agreement will terminate and CCNG shall enter into a PROVIDED, (c) Retail Customer SERVICE Service Agreement for wastewater service and shall be subject to INTERRUPTIONS, (d) the terms and BY TAMPERING conditions OTHERS, of the ORWest Travis County Regional System Schedule (e) for Rates, Fees, Charges FAILURES OF THE SYS I EM, and Terms and Conditions of Retail Treated Water and Wastewater Service, as amended ("WTC Rate Schedule"). INCLUDING CLAIMS, LIABILITY OR DAMAGES ARISING FROM THE ALLEGED NEGLIGENCE OR STRICT LIABILITY OF THE LCRA, ITS OFFICERS, NOW, THEREFORE, AGENTS, EMPLOYEES,IN OR CONSIDERATION CONTRACTORS. OF THE MUTUAL COVENANTS HEREINAFTER SET FORTH AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: SECTION 2.0 CUSTOMER'S RESPONSIBILITIES AGREEMENT Sec. 2.01. Right of Access. CCNG hereby grants the LCRA and its agents the right of access SECTIONto the1.0 premises GENERAL of the PROVISIONS Spanish Oaks Golf OF Course and other AGREEMENT THE SERVICE portions of the CCNG Tract on which facilities serving CCNG pursuant to this Interim Agreement are located at all reasonable times for the purpose of installing, inspecting, reading, or repairing Sec. 1.01. Provision wastewater of Wastewater lines, meters, Collection and or other components usedTreatment Services. in connection withTheits LCRA will providing provide wastewater wastewater service,collection or for theand treatment purpose services meeting of removing the minimum its property standards of and disconnecting service; provided, that such right of access shall be on the same terms specified will the Texas Natural Resources Conservation Commission to CCNG and CCNG for purchase, receive, easements and/or reserve in the Acquisition service from Agreement the LCRA between LCRA in accordance and CCNG. CCNGwith thiswillService grant Agreement to the LCRA and any any additionaloragreements easements right-of-waybetween thepurpose for the LCRA of andinstalling, CCNG. maintaining, and operating such pipelines, meters, valves, and any other equipment that the LCRA deems necessary Sec. 1.02. to extend Service or improve Commitment. Theservice LCRA forwill existing or future provide Customers. wastewater collection and treatment services for a maximum of five (5) living unit equivalents ("LUEs") to the Spanish Oaks Golf Course, for use at its clubhouse and maintenance facilities located on Sec. 2.02. CCNG Maintenance and Ownership of Certain Equipment and Facilities. the CCNGtoTract. Pursuant If CCNG increases the Acquisition Agreement,the the number LCRAof LUEs to be served has acquired onacquire or will the CCNGthe Tract, then CCNG and the LCRA must agree in writing to provide Wastewater Collection Facilities located on the CCNG Tract; however, the LCRA service to the additional LUEs, specifically subject will not to the acquire thetreatment capacitysewer customer-owned of the service WTC Regional Wastewater lines located on the System and the payment of all applicable fees. individual lots of retail customers. CCNG will install and maintain any necessary sewer service lines from the point at which the sewer service line connects to the LCRA's Wastewater Collection Sec. 1.03. Term. Facilities The Service ("Point will Agreement of Collection") continue in to the primary effect until thelocation where LCRA extends sewage the WTC is Wastewater generated ("Point ServiceofArea Use")toatinclude its ownthe expense. CCNG In addition, Tract. Upon CCNG will install termination of this and maintain at its own expense any backflow prevention devices, clean-outs, Interim Agreement, CCNG shall execute a Retail Customer Service Agreement for and other the equipment as may Spanish Oaks Golfbe required Course withbythe theLCRA, LCRA.pursuant to the WTC Rate Schedule.

Sec. 2.03. Sec. 1.04. Quality Service of WastewaterThe Interruptions. Discharge LCRAand willPretreatment. CCNG agrees make all reasonable efforts to to comply prevent with the following interruptions requirements of service. regarding If interruptions pretreatment occur, the LCRA and will the quality of re-establish wastewater service within discharged into the system: the shortest practicable time. The LCRA will not be liable to CCNG or any third parties for interruption of service. (a) Discharges into the System shall consist only of wastewater and other waste free from the prohibited constituents listed in subsection (b) and limited in 130D, Suspended Sec. 1.05. Solids, dissolved Hold Harmless. sulfides, andSERVICE, BY ACCEPTING pH as hereinafter provided. TO HOLD CCNGAGREES LCRA HARMLESS IN CONNECTION WITH CLAIMS, LIABILITY OR DAMAGES (b) ARISING Gasoline; FROM cleaning THE: solvents; non emulsified oils and greases; mineral oils, ashes; cinders; sand; gravel; tar, asphalt; ceramic wastes; plastics; other viscous

Interim Interim Wastewater Wastewater Service Service Agreement Agreement for for CCNG CCNG Development Development Company, Company, L.P. 32 w9- (a) substances; CONS. feathers; RUCTION hair;FACILITIES, OF THE rags; metal; metal filings; glass; wood shavings; (b) sawdust; unshredded SERVICES PROVIDED,garbage; pesticides; toxic, corrosive, explosive or (c) malodorous SERVICE gases; acetylene generation sludge; cyanide or cyanogen compounds INTERRUPTIONS, (d) capable of liberating TAMPERING hydrocyanic BY OTHERS, OR gas on acidification in excess of 2 mg/1 by (e) weight as CN; FAILURES OF radioactive THE SYS I EM,materials which will permit a transient concentration higher than 100 microcuries per liter; emulsified oil and grease, exclusive of INCLUDING soaps, exceeding CLAIMS, on analysis LIABILITY an average OR DAMAGES of 100 mg/1 ofARISING ether-soluble matter;THE FROM acids ALLEGED or alkalis NEGLIGENCE having a pHOR value STRICT lower LIABILITY than 6.0OFor higher THE LCRA, than 10.0; ITS OFFICERS, pesticides; Hazardous AGENTS, Waste, OR EMPLOYEES, as defined by 40 CFR Part 261 and Chapter 361, Texas Health CONTRACTORS. and Safety Code (the Texas Solid Waste Disposal Act); and wastewater containing specific pollutant concentrations in excess of any of the numerical SECTION 2.0 CUSTOMER'S limitations named hereunderRESPONSIBILITIES are prohibited from discharge to the WTC System:

Sec. 2.01. Right Maximum of Access. Allowable CCNG hereby grants the LCRA and its agents the right of Pollutant access to the premises of the Spanish Oaks Golf Course Concentration (ug/l) of the CCNG and other portions Arsenic 100 Tract on which facilities serving CCNG pursuant to this Interim Agreement are located at all reasonable timesBariumfor the purpose of installing, inspecting, 1,000 reading, or repairing Cadmium wastewater lines, meters, or other components used in connection 100 with its providing wastewater service, Chromium or for the purpose of removing its property 1,000 and disconnecting service; provided, Copper that such right of access shall be on the 1,500 same terms specified for easements in theLead Acquisition Agreement between LCRA and 1,000 CCNG. CCNG will grant to the LCRA any easements or right-of-way for the purpose1,500 Manganese of installing, maintaining, and operating such Mercury pipelines, meters, valves, and any other equipment5 that the LCRA deems necessaryNickelto extend or improve service for existing or future 1,000 Customers. Selenium 50 Silver 100 Sec. 2.02. CCNG ZincMaintenance and Ownership of Certain2,000 Equipment and Facilities. Pursuant to theTotal Acquisition Agreement, Toxic Organics the LCRA has acquired 1,000 or will acquire the Wastewater Collection Facilities located on the CCNG Tract; however, the LCRA specifically (c) will not acquire The Biochemical Oxygenthe customer-owned Demand (BOD) ofsewer servicedelivered wastewater lines located to theonWTC the individual lots of System asretail customers. determined by a CCNG Standard will install and methods grabmaintain sample anyshallnecessary not exceedsewer 400 servicemg/l. lines from the point at which the sewer service line connects to the LCRA's Wastewater Collection Facilities ("Point of Collection") to the primary location where sewage (d) is generated Total Suspended("Point of Use") Solids at its own delivered expense. to the WTCInSystem, addition,asCCNG will install determined by a and maintain at its own expense any backflow prevention Standard Methods grab sample, shall not exceed 400 mg/l. devices, clean-outs, and other equipment as may be required by the LCRA. (e) The pH of wastewater delivered to the WTC System shall not be lower than 6 nor higher than 10. No acids shall be discharged into the WTC System unless Sec. 2.03. Quality of neutralized to Wastewater Discharge and Pretreatment. CCNG agrees to comply a pH of 6 or more. with the following requirements regarding pretreatment and the quality of wastewater discharged (f) into thesulfides Dissolved system:in wastewater at the point of delivery to the WTC System shall not exceed 1.0 mg/l. (a) Discharges into the System shall consist only of wastewater and other waste free (g) from To the prohibited determine constituents the quality listed the of wastewater, in subsection LCRA may(b) and limited collect samplesinof130D, any of Suspended Solids, dissolved CCNG's wastewater sulfides, discharges andand pH same cause as hereinafter provided.in accordance to be analyzed with Standard Methods. Samples will be taken at intervals determined by the (b) Gasoline; LCRA ascleaning necessary solvents; non emulsified to determine oils and wastewater greases; quality. mineral oils, ashes; Concentrations in the cinders; sand; wastewater gravel; of the tar, asphalt; constituents shownceramic wastes; table in the following plastics; shallother viscous not exceed the

Interim Wastewater Service Agreement for CCNG Development Development Company, Company, L.P. L.P. 34 values shownfeathers; substances; in the "Twohair;Months Out of metal rags; metal; Three"filings; columnglass; duringwoodany two out of shavings; three consecutive sawdust; monthsgarbage; unshredded and shall pesticides; never exceedtoxic, the values shown in corrosive, the "Net to explosive or Exceed" malodorous column, gases;unless provided acetylene otherwise generation sludge;incyanide a separate agreement or cyanogen between compounds CCNG capable andofthe LCRA. hydrocyanic gas on acidification in excess of 2 mg/1 by liberating weight as CN; radioactive materials which will permit a transient concentration higher than 100 microcuries Two Months per liter; of Three oil andNot Out emulsified to Exceed grease, exclusive of BOD 200 mg/I 400 mg/I soaps, exceeding on analysis an average of 100 mg/1 of ether-soluble matter; acids TSS or alkalis having a pH value lower 200 mg/1than 6.0 or higher than400 mg/1pesticides; 10.0; Waste, as defined by0.1 Dissolved Sulfide Hazardous CFR Part 261 and Chapter1.0 40 mg/1 361,mg/1 Texas Health and Safety Code (the Texas Solid Waste Disposal Act); and wastewater (h) Should the analysis containing specificdisclose concentrations pollutant concentrationshigher than those in excess listed of any of in theSubsections numerical (a), (b), (c), (d), (e), (f), or (g), above, the LCRA will inform limitations named hereunder are prohibited from discharge to the WTC System: CCNG of the violation and such discharges shall cease immediately. However, with the approvalMaximum of the LCRA, wastewater with concentrations of BOD and TSS greater Allowable than specified above may be discharged by CCNG Pollutant into the (ug/l) Concentration WTC System on an emergency and Arsenic temporary basis, subject to the payment 100 of a surcharge (in additionBarium to all other payments required by this Interim 1,000 Agreement), which surchargeCadmium shall be determined by the LCRA and shall100 be in an amount sufficient to cover Chromium and pay for all additional actual costs incurred 1,000for the transportation, treatment,Copper and disposal related to such discharges. 1,500 Lead 1,000 (i) Notwithstanding the foregoing provisions of this 1,500 Section, federal and state Manganese regulatory agencies periodically modify standards on Mercury 5 prohibited discharges; therefore, revisions to, additions to, or deletions from Nickel 1,000the items listed in this Section may become necessary in the future to comply with Selenium 50 these latest standards. Silver 100 Zinc Sec. 2.04. Requirement for Pretreatment 2,000 Total Toxic Organics 1,000 (a) If discharges or proposed discharges to the WTC System may deleteriously affect (c) The Biochemical wastewater Oxygen facilities, Demand processes, (BOD)orofreceiving equipment wastewater delivered waters; create to the WTC a hazard to System as determined by a Standard methods grab sample shall life or health; or create a public nuisance, CCNG shall pretreat to an acceptablenot exceed 400 mg/l. condition prior to discharge to the WTC System. The LCRA may require CCNG to perform engineering studies to demonstrate that the proposed pretreatment (d) Total Suspended method Solidsindelivered will be effective eliminatingto the the deleterious WTC System, as of effects determined by a the discharge. Standard The entireMethods grab sample, including cost of pretreatment, shall not exceed sampling 400and mg/l. testing performed by the LCRA to insure compliance with pretreatment requirements, shall be borne by (e) The pH of wastewater delivered to the WTC System shall not be lower than 6 nor CCNG. higher than 10. No acids shall be discharged into the WTC System unless (b) neutralized to Wastewater a pH of 6requiring discharges or more.pretreatment include:

(f) Dissolved (1) sulfides containing wastewater in wastewater fat, at the point grease or oilofindelivery excessiveto amounts; the WTC System shall not exceed 1.0 mg/l. (2) wastewater containing sand or grit in excessive amounts; and (g) To determine the quality of wastewater, the LCRA may collect samples of any of CCNG's (3) anywastewater discharges other wastewater and cause determined by thesame LCRA to be analyzed to require in accordance pretreatment. with Standard Methods. Samples will be taken at intervals determined by the (c) LCRA If as necessary it is determined to determine by the LCRA thatwastewater CCNG mustquality. implementConcentrations pretreatment,in the then wastewater CCNG of at shall, theCCNG's constituents shownand expense in the as following required by table theshall not exceed LCRA, the provide Interim Interim Wastewater WastewaterService ServiceAgreement Agreementfor forCCNG CCNGDevelopment DevelopmentCompany, Company,L.P. L.P. 54 values shown equipment in facilities and the "Two of Months a typeOut andofcapacity Three" column as deemedduring any twoby necessary outthe of three LCRA. consecutive months and The pretreatment shall never equipment shallexceed the values be located shown in in a manner theprovides that "Net to Exceed" ready andcolumn, unless provided easy accessibility otherwise for cleaning in a separate and inspection. The agreement pretreatmentbetween facility CCNG shall beand the LCRA. maintained in effective operating condition.

Two Months Out of Three Not to Exceed SECTION BOD3.0 METERS, RATES, AND200 BILLING mg/I 400 mg/I TSS 200 mg/1 400 mg/1 Dissolved Sec. 3.01. Meters. Sulfide 0.1 mg/1 1.0 mg/1

(h) (a) Should the analysiscollected All wastewater disclose concentrations by the LCRA higher willthan be those billed listed in Subsections based on meter (a), (b), (c), (d), (e), (f), or (g), above, the LCRA will inform measurements of CCNG's current water usage. The LCRA will provide, install, CCNG of the violation and such discharges shall cease immediately. However, own, and maintain meters up to five-eighths (5/8") inch meters to measure with the approval of the LCRA, wastewater with concentrations of BOD amounts of water consumed by CCNG. Any meters larger than a five-eighths and TSS greater than specified inch (5/8") above meter mustmay be discharged be purchased by CCNG into the WTC System on an by CCNG. emergency and temporary basis, subject to the payment of a surcharge (in (b) addition to all will Service meters otherbepayments required read at monthly by this intervals Interim and Agreement), as nearly as possible which on the surcharge shall be determined by the LCRA and corresponding day of each monthly meter reading period. shall be in an amount sufficient to cover and pay for all additional actual costs incurred for the transportation, (c) treatment, Upon and disposal the request related the of CCNG, to such LCRAdischarges. will make one test of the accuracy of CCNG's meters without any additional charge. For each additional test, the (i) Notwithstanding LCRA will charge the foregoing a meter testing provisions fee of $50.00.of Following this Section, federal andofstate the completion any regulatory agencies periodically modify standards on prohibited requested test, the LCRA will promptly advise CCNG of the date of removal of discharges; therefore, the meter, revisions the date ofto,the additions test, theto, or deletions result from of the test, andthewhoitems made listed the in this test. If Section may become necessary in the future to comply with these CCNG's meter is found to be inaccurate, the LCRA will adjust CCNG's bill latest standards. according to the test results for the previous month. Sec. 2.04. (d) TheRequirement water meterforconnection Pretreatment and wastewater connection is for the sole use of CCNG. Any attempt to transfer wastewater service from one property to another (a) If discharges or proposed discharges to the WTC System may deleteriously affect is prohibited unless approved in advance by the LCRA. If property with more wastewater facilities, processes, equipment or receiving waters; create a hazard to than one dwelling and a single connection is to be subdivided, any owner of the life or health; or create a public nuisance, CCNG shall pretreat to an acceptable subdivided property who wishes to continue wastewater services must obtain a condition prior to discharge to the WTC System. The LCRA may require CCNG connection to serve that individual property. The owner of the subdivided to perform engineering studies to demonstrate that the proposed pretreatment property must convey all easements necessary to provide wastewater services to method will be effective in eliminating the deleterious effects of the discharge. the property. The entire cost of pretreatment, including sampling and testing performed by the LCRA to insure compliance with pretreatment requirements, shall be borne by CCNG. Sec. 3.02. Rates. The rate charged to CCNG will be the monthly minimum charge per living unit equivalent of $35.00 per month and the flow charge of $4.80 per 1,000 (b) gallons. Wastewater discharges requiring pretreatment include:

(1) wastewater containing fat, grease or oil in excessive amounts; Sec. 3.03. Deposit. (2) wastewater containing sand or grit in excessive amounts; and (a) CCNG must pay a deposit to LCRA in the following amount before service shall any other (3)provided be by thewastewater LCRA: determined by the LCRA to require pretreatment. (c) If it is determined 5/8" or 3/4"by the LCRA that CCNG$75.00 meter must implement pretreatment, then CCNG1"shall,meterat CCNG's expense and as required by the LCRA, provide $200.00 InterimWastewater interim Wastewater Service Service Agreement Agreement for for CCNG CCNG Development Development Company, Company, L.P. L.P. 56

J AW equipment and facilities of a type and capacity 1 IA" meter $375.00as deemed necessary by the LCRA. The 2" meterpretreatment equipment shall be located in a manner that provides $600.00 ready and easy accessibility for cleaning and$1,200.00 3" meter inspection. The pretreatment facility shall be4"maintained meter in effective operating condition. $1,800.00

(b) If service is not connected, or after disconnection of service, the LCRA will SECTION 3.0 METERS, promptly RATES, refund CCNG's AND BILLING deposit, if any and without interest, in excess of the unpaid bills for service furnished. Sec. 3.01. Meters. (c) Deposits will be held until CCNG maintains service for 12 consecutive months (a) without having beencollected All wastewater delinquentby in payment the LCRA or disconnected for non-payment. will be billed based on meter measurements of CCNG's current water usage. The LCRA will provide, install, own, and maintain meters up to five-eighths (5/8") inch meters to measure Sec. 3.04. Fees. CCNG amounts willconsumed of water be responsible for the payment by CCNG. of the Any meters following larger than afees: five-eighths inch (5/8") meter must be purchased by CCNG. (a) Inspection Fee: $50.00 per inspection (b) Service meters will be read at monthly intervals and as nearly as possible on the (b) Tap Fee: corresponding $600.00meter reading period. day of each monthly (c) Connection Fee: of CCNG, $2,500 per LUE (c) Upon the request the LCRA will make one test of the accuracy of CCNG's Those feesmeters without to be paid any additional per number charge. of LUEs will For on be based each theadditional test, the following meter to LCRA will charge a meter testing fee of $50.00. Following the completion of any LUE equivalency table: requested test, the LCRA will promptly advise CCNG of the date of removal of the meter, the date of the test, the result of the test, and who made the test. If METER TYPE METER SIZE Number of LUEs CCNG's meter is found to be inaccurate, the LCRA will adjust CCNG's bill according toSIMPLE 5/8" month. the test results for the previous 1.0 SIMPLE 3/4" 1.5 (d) The water SIMPLE meter connection and wastewater1" connection is2.5for the sole use of CCNG. Any SIMPLE 1 1/2" service from one5.0 attempt to transfer wastewater property to another SIMPLE is prohibited unless approved in advance 2" by the LCRA. If 8.0 property with more than oneCOMPOUND dwelling and a single connection 2" is to be subdivided,8.0any owner of the subdivided TURBINE 2" property who wishes to continue 10.0 must obtain a wastewater services connection to serve that individual 3" COMPOUND property. The owner16.0 of the subdivided property must convey TURBINE all easements necessary 3" to provide wastewater 24.0 services to the property. COMPOUND 4" 25.0 TURBINE 4" 42.0 COMPOUND 6" 50.0 Sec. 3.02. Rates. The rate charged to CCNG will be the monthly minimum charge per TURBINE 6" 92.0 living unit equivalent of $35.00 per month and the flow charge of $4.80 per 1,000 COMPOUND 8" 80.0 gallons. TURBINE 8" 160.0 COMPOUND 10" 115.0 Sec. 3.03. Deposit.TURBINE 10" 250.0 TURBINE 12" 330.0 (a) CCNG must pay a deposit to LCRA in the following amount before service shall As be additional provided byLUEs are added to the CCNG Tract, CCNG will be responsible for the LCRA: the additional connection fees. Any transfer of service from one Point of Use to 5/8" require another will or 3/4" the meter $75.00 the connection fee will not payment of a tap fee; however, 1" meter apply unless additional LUEs are added. $200.00 Interim interimWastewater WastewaterService ServiceAgreement Agreementfor forCCNG CCNGDevelopment DevelopmentCompany, Company,L.P. L.P. 76 3vvi J AW (d) Village1ofIA"Bee meterCave Remittance. CCNG will$375.00be charged a sum equivalent to five per cent (5%) 2" meter of the charges in Section 3.02 in the event LCRA is required to $600.00 remit the 3"same meteramount to the Village of Bee $1,200.00 Cave. 4" meter $1,800.00 (e) Regulatory Assessment. LCRA shall collect from CCNG in the monthly bills a (b) regulatory If service isassessment fee equal not connected, to thedisconnection or after regulatory charge imposedthe of service, by LCRA the TNRCC will for water and sewer utility services, as applicable. The regulatory promptly refund CCNG's deposit, if any and without interest, in excess of the charge is currently unpaid billsset foratservice one-half of one percent of the monthly charges for retail water furnished. and/or sewer service. (c) Deposits will be held until CCNG maintains service for 12 consecutive months without having been delinquent in payment or disconnected for non-payment. Sec. 3.05. Late Fees. The LCRA will charge a late payment fee equal to ten percent (10%) of the past due charges or $5, whichever is greater. Sec. 3.04. Fees. CCNG will be responsible for the payment of the following fees: Sec. 3.06. (a) Billing.Fee: Inspection Bills for wastewater service $50.00 will be sent monthly. The due date of per inspection bills will be stated on the invoice. Payment for service will be considered late if full payment, (b) Tapincluding Fee: late fees, etc., is $600.00 not received at the LCRA or the LCRA's authorized payment agency by the due date. If the due date falls on a holiday or weekend, the due (c) date forConnection Fee: payment purposes will be the $2,500 next per LUE after the due date. In the event of a workday dispute between CCNG and the LCRA regarding any bill for service, the LCRA will conductThose fees to be paid an investigation and per number report of LUEs the results will be based on the following meter to to CCNG. LUE equivalency table:

SECTION 4.0 — MISCELLANEOUS METER TYPE METER SIZE Number of LUEs SIMPLE 5/8" 1.0 Sec. 4.01. Remedies. In the event that either CCNG or the LCRA1.5 SIMPLE 3/4" fails or refuses to timely comply with its obligations under this 1" SIMPLE Interim Agreement or2.5 fails to correct any deficiency in operation SIMPLEwithin seventy- two 1 1/2"(72) hours after notification 5.0 of such deficiency, the other party shall have the following SIMPLE 2" remedies: 8.0 COMPOUND 2" 8.0 (a) to enforce TURBINE this Interim Agreement by 2" writ of mandamus, specific 10.0 performance, injunction, or any other remedy available COMPOUND 3" in equity in a court 16.0 of competent jurisdiction; or TURBINE 3" 24.0 COMPOUND 4" 25.0 (b) to terminate this Interim Agreement. TURBINE 4" 42.0 The defaulting party shall be liable to the other for all costs actually 50.0 COMPOUND 6" incurred in pursuing TURBINE 6" 92.0 such remedies, including attorney's fees, and for any penalties or fines as a result of the failure to complyCOMPOUND with the terms. 8" 80.0 TURBINE 8" 160.0 Sec. 4.02. Assignability. COMPOUND CCNG has the right 10" 115.0 to assign this Interim Agreement in the event of the sale or transfer of all or part of the TURBINE 10" CCNG Tract, provided, 250.0 however, any such assignmentsTURBINE are effective only after notice 12" to the LCRA of330.0 the assignment and provided that the assignee agrees to assume and be bound by and perform any duties of CCNG As additional under LUEsAgreement. this Interim are added to the CCNG Tract, CCNG will be responsible for the additional connection fees. Any transfer of service from one Point of Use to another will require the payment of a tap fee; however, the connection fee will not apply unless additional LUEs are added. Interim Wastewater Interim Wastewater Service ServiceAgreement Agreementfor forCCNG CCNGDevelopment DevelopmentCompany, Company,L.P. L.P. 78 J1.0% WC) 3vvi Sec. Village (d) 4.03. of Bee Notices. All Cave Remittance. notices sent to theCCNG LCRAwill mustbe be charged a sum sent via equivalent certified mail orto with five pertransmission facsimile cent (5%) ofwith the confirmation charges in Section 3.02 inaddressed of delivery, the eventtoLCRA is required the LCRA attentionto remit the Randy Goss, same amount Executive Managerto the ofVillage Water ofandBee Cave. Wastewater Utility Services, P.O. Box 220 MS 11200, Austin, Texas, 78767-0220 with a copy to Leigh Sebastian, Associate General Regulatory (e) Counsel, P.O.Assessment. Box 220 MS LCRA 11424,shall collect Austin, from78767-0220. Texas, CCNG in the Allmonthly billsto notices sent a regulatory CCNG must assessment be sent feemail via certified equal ortowith the facsimile regulatorytransmission charge imposed with by the TNRCC confirmation of for water and sewer utility services, as applicable. The regulatory delivery to CCNG at 13453 Highway 71 West, Bee Cave, Texas 78738, with a copy to charge is currently set David Armbrust, at one-half Armbrust, Brown,of one percent & Davis, of the100 L.L.P., monthly charges Congress for retail Avenue, Suite water 1300, and/or sewer service. Austin, Texas 78701. All such notices will be deemed to have been given on the days of mailing or sending of such notice. Sec. 3.05. Late Fees. The LCRA will charge a late payment fee equal to ten percent (10%) of the Sec. 4.04. past due charges Severability. In theorevent $5, whichever that any ofis the greater. terms or conditions of this Interim Agreement, or the application of any such term or condition, shall be held invalid as to any person or circumstances by any court of appropriate jurisdiction, the remainder of Sec. 3.06. such InterimBilling. Bills for Agreement, andwastewater service the application will of its be sent terms andmonthly. conditionsThe due date to either of party bills not willbebeaffected stated on the invoice. Payment for service will be considered late if full shall thereby. payment, including late fees, etc., is not received at the LCRA or the LCRA's authorized payment agency by the due date. If the due date falls on a holiday or weekend, the due date for payment Sec. 4.05. purposes Headings. will be Descriptive the nextare headings workday after the due for convenience onlydate. and In thenot shall event of a control dispute or affectbetween CCNG the meaning and the LCRA or construction regarding of any provisionany bill Interim of this for service, the LCRA will Agreement. conduct an investigation and report the results to CCNG.

Sec. 4.06. Governing Law and Forum. THIS INTERIM AGREEMENT SHALL BE SECTION 4.0 — CONSTRUED ANDMISCELLANEOUS INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS AND THE OBLIGATIONS OF THE PARTIES HERETO ARE AND SHALL Sec. 4.01. BE PERFORMABLE Remedies. IN either In the event that THE COUNTY CCNG orWHEREIN the LCRA THE PROPERTY fails or refuses to IS LOCATED. BY EXECUTING THIS AGREEMENT, EACH PARTY HERETO timely comply with its obligations under this Interim Agreement or fails to correct any EXPRESSLY deficiency in(a) CONSENTS operation AND within SUBMITS seventy- twoTO (72)PERSONAL hours afterJURISDICTION notification of AND such VENUE CONSISTENT deficiency, the other partyWITH THEthe shall have PREVIOUS following SENTENCE, remedies: (b) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS AND DEFENSES THAT SUCH (a) JURISDICTION AND VENUE to enforce this Interim AgreementARE byNOT PROPER writ of OR CONVENIENT, mandamus, AND specific performance, (c) CONSENTS TOor injunction, THE anySERVICE OF PROCESS other remedy availableINinANY MANNER equity in a courtAUTHORIZED of competent BY TEXAS LAW. or jurisdiction;

(b) to terminate this Interim Agreement. Sec. 4.07. No Oral Modification. This Interim Agreement may not be modified or amended, exceptparty The defaulting by an agreement shall be liableintowriting signed the other for by all both coststhe LCRAincurred actually and CCNG. in pursuing such remedies, including attorney's fees, and for any penalties or fines as a result of the failure to comply with the terms. Sec. 4.08. No Oral Waiver. The parties may waive any of the conditions contained herein or any Sec. 4.02. of the obligations Assignability. CCNG of the hasother partytohereunder, the right assign thisbutInterim any such waiver shall Agreement be in the effective event of theonly saleifor intransfer writingofandall signed bythe or part of theCCNG party Tract, waiving such conditions provided, however, anyor obligations. such assignments are effective only after notice to the LCRA of the assignment and provided that the assignee agrees to assume and be bound by and perform any duties of CCNG under this Interim Agreement. Sec. 4.09. Time of Essence. Time is of the essence of this Interim Agreement.

Interim Interim Wastewater Wastewater Service Service Agreement Agreement for for CCNG CCNG Development DevelopmentCompany, Company,L.P. L.P. 98 1.0% WC) J)vot.11-3, Sec. 4.03. Sec. 4.10. Notices. No Modification of Acquisition All notices Agreement. sent to the LCRA must This Interim be sent Agreement via certified maildoes not or with modify ortransmission facsimile amend the Acquisition Agreement, with confirmation and in the of delivery, event of,toany addressed the conflict between LCRA attention this Interim Randy Goss,Agreement and the Acquisition Executive Manager of Water and Agreement, Wastewater theUtility termsServices, of the Acquisition P.O. Box Agreement 220 shall Austin, MS 11200, control. Texas, 78767-0220 with a copy to Leigh Sebastian, Associate General Counsel, P.O. Box 220 MS 11424, Austin, Texas, 78767-0220. All notices sent to CCNG must be sent via certified mail or with facsimile transmission with confirmation of Sec. 4.11.toCounterpart delivery CCNG at 13453 Execution. Highway To facilitate 71 West, execution, Bee Cave, thisTexas Interim 78738,Agreement with a copymayto be executed in as many counterparts as may be convenient or required. David Armbrust, Armbrust, Brown, & Davis, L.L.P., 100 Congress Avenue, Suite 1300, It shall not be necessary Austin, that78701. Texas the signature All suchofnotices all persons will berequired deemedtotobindhaveany been party, givenappear on theon each days of counterpart. All counterparts mailing or sending of such notice. shall collectively constitute a single instrument. It shall not be necessary in making proof of this Interim Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties Sec. hereto. 4.04. Severability. In the event that any of the terms or conditions of this Interim Agreement, or the application of any such term or condition, shall be held invalid as to any person or circumstances by any court of appropriate jurisdiction, the remainder of Sec. 4.12. such Effective Interim Date. and Agreement, The the Effective Date of application of this Interim its terms andAgreement conditionsshall be theparty to either date set forth shall not on the first page be affected hereof. thereby.

SECTION Sec. 5.0— DEFINITIONS 4.05. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Interim Agreement. The following terms and expressions as used in this Interim Agreement shall have the following meanings, unless the context clearly shows otherwise. Sec. 4.06. Governing Law and Forum. THIS INTERIM AGREEMENT SHALL BE CONSTRUED AND INTERPRETED "Acquisition Agreement" IN ACCORDANCE means the Utility WITH Facilities Acquisition THE LAW Agreement OF THE between the STATE OF TEXAS AND THE OBLIGATIONS OF THE PARTIES Lower Colorado River Authority and CCNG Development Company, L.P. dated HERETO ARE AND SHALL November BE PERFORMABLE IN THE COUNTY WHEREIN THE PROPERTY 19, 1999. IS LOCATED. BY EXECUTING THIS AGREEMENT, EACH PARTY HERETO EXPRESSLY "BOD" (denoting (a) CONSENTS BiochemicalANDOxygenSUBMITS Demand)TOmeans PERSONAL JURISDICTION the quantity AND of oxygen utilized VENUE CONSISTENT WITH THE PREVIOUS SENTENCE, (b) WAIVES, in the biochemical oxidation of organic matter under standard laboratory procedure TO THE in FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS AND DEFENSES THAT five (5) days at 20 degrees Centigrade, expressed in terms of weight and concentration SUCH (poundsJURISDICTION per day [lbs./day]AND VENUE and/or AREper milligrams NOTliterPROPER OR CONVENIENT, AND [mg/1], respectively). (c) CONSENTS TO THE SERVICE OF PROCESS IN ANY MANNER AUTHORIZED BY TEXASSewer" "Building LAW. (also called house lateral or house connection) means the extension from the building drain to the public sewer or other place of disposal. Sec. 4.07.means "CCNG" No Oral Modification. the CCNG This Interim Development Company, Agreement may L.P., a Texas not be limited modified or partnership. amended, except by an agreement in writing signed by both the LCRA and CCNG. "CCNG Tract" means approximately 983 acres of land in Travis County, Texas. Sec. 4.08. No Oral Waiver. The parties may waive any of the conditions contained "Garbage" means herein or any solid of the wastes from obligations of thethe preparation, other cooking,but party hereunder, andany dispensing of food, such waiver shalland be from handling, storage and sale of produce. effective only if in writing and signed by the party waiving such conditions or obligations. "Grease" means fats, waxes, oils, and other similar nonvolatile materials in wastewater, which are extracted by Freon from an acidified sample using the Partition-Gravimetric method. Sec. 4.09. Time of Essence. Time is of the essence of this Interim Agreement.

Interim Wastewater Service Agreement Agreement for for CCNG CCNG Development Development Company, Company, L.P. L.P. 9 10 )vot.11-3, )1,00,1i5. Sec. 4.10. NoWater" "Infiltration Modification of Acquisition means water Agreement. that has migrated This from theInterim groundAgreement does not into the wastewater modify or amend collection system. the Acquisition Agreement, and in the event of, any conflict between this Interim Agreement and the Acquisition Agreement, the terms of the Acquisition Agreement "Lower shall control. Colorado River Authority" ("LCRA") means the political subdivision owning and operating the system, or its designated contractor. Sec. 4.11. "LUE" Counterpart means Execution. a living unit To facilitate execution, this Interim Agreement may equivalent. be executed in as many counterparts as may be convenient or required. It shall not be necessary "pH" means that thethe signature common of all persons logarithm required toofbind of the reciprocal any party, the weight appear onions of hydrogen each in counterpart. All counterparts grams per liter of solution. shall collectively constitute a single instrument. It shall not be necessary in making proof of this Interim Agreement to produce or account for more than a single "Point counterpart of Collection" containing means theatrespective the point which thesignatures wastewater of,service or on behalf of,oreach lateral, of sewer the parties hereto. service line, connects to the Wastewater Collection Facilities.

"Point of Use" means the primary location where water is used or sewage is generated. Sec. 4.12. Effective Date. The Effective Date of this Interim Agreement shall be the date set forth onShredded `Properly the first page hereof. Garbage" means garbage that has been shredded to such degree that all particles will be carried freely under the flow conditions normally prevailing in public sewers SECTION with5.0— no particle greater than 1/2 inch in any dimension. DEFINITIONS "Sewage or Wastewater" means sewage, industrial waste, municipal waste, recreational The following waste, terms and and agricultural expressions waste, asin as defined used in this Chapter 26,Interim Texas Agreement Water Code,shall havewith together the following meanings, properly shredded unlessand garbage the such context clearly shows infiltration water otherwise. that may be present. "Acquisition Agreement" "Sewage Treatment Plant means the Utility or Wastewater FacilitiesPlant" Treatment Acquisition meansAgreement the facility between the devices and Lower Colorado structures used for River Authority receiving and wastewater and treating CCNG Development Company, from the sanitary L.P. dated sewer system. November 19, 1999. "Sewer Service Line" (also called house lateral, service lateral, or building sewer) means "BOD" (denoting the extension fromBiochemical Oxygen the building drain Demand) to the meansorthe public sewer quantity other place of of oxygen disposal.utilized in the biochemical oxidation of organic matter under standard laboratory procedure in five (5) days "Standard at 20 degrees Methods" means Centigrade, expressed the latest edition in terms of Standard of weight Methods andExamination for the concentration of (pounds per day [lbs./day] and/or milligrams per liter [mg/1], respectively). Water and Wastewater, a joint publication of the Water Environment Federation, the American Water Works Association and the American Public Health Association. "Building Sewer" (also called house lateral or house connection) means the extension from the building "Suspended drain Solids" to thesolids means publicthat sewer or other either place float on theofsurface disposal. or are in suspension in water, sewage, or other liquids, and which are removable by laboratory filtering, "CCNG" expressedmeans the CCNG in milligrams perDevelopment liter. Company, L.P., a Texas limited partnership.

"CCNG Tract"Collection "Wastewater means approximately Facilities" is983 acres given theof landdefinition same in Travis as County, that inTexas. the Acquisition Agreement: the collection lines and related equipment and improvements necessary for "Garbage" means and LCRA to collect solidconvey wasteswastewater from the preparation, cooking, and dispensing from the customer-owned of food, sewer service linesand to from handling, storage and sale of produce. the regional wastewater interceptor. The term shall not include customer-owned sewer service lines located on individual lots of retail customers. . "Grease" means fats, waxes, oils, and other similar nonvolatile materials in wastewater, which are extracted "Wastewater byArea" Service Freon means from antheacidified area forsample using the wastewater Partition-Gravimetric service described and/or method. depicted in Appendix A of the West Travis County Regional System Schedule for Rates, Fees, Charges and Terms and Conditions of Retail Treated Water and Wastewater Service, as amended. Interim Interim Wastewater Wastewater Service Service Agreement Agreement for for CCNG CCNG Development Development Company, Company, L.P. L.P. 10 11 )1,00,1i5. )1/..t.,"/ "WTC Rate Schedule" "Infiltration is the Water" means Westthat water Travis County Regional has migrated from theSystem ground Schedule for Rates, into the wastewater Fees, Charges and collection system. Terms and Conditions of Retail Treated Water and Wastewater Service, as amended. "Lower Colorado River Authority" ("LCRA") means the political subdivision owning "WTC System" and operating themeans system,the orWest Travis County its designated Regional System, including the Water contractor. Service and Wastewater Service areas depicted in Appendix A of the West Travis County Regional "LUE" System means Schedule a living for Rates, Fees, Charges and Terms and Conditions of Retail unit equivalent. Treated Water and Wastewater Service, as amended. "pH" means the common logarithm of the reciprocal of the weight of hydrogen ions in grams per liter of solution. CCNG DEVELOPMENT COMPANY, L.P. By its General Partner, CCNG Realty, Inc. "Point of Collection" means the point at which the wastewater service lateral, or sewer service line, connects to the Wastewater Collection Facilities. By: "Point of Use" means the primary location where water is used or sewage is generated. ad ►► N Al ATT 14C lA/ 11att Whelan lir `Properly Shredded Garbage" means garbage Vice thatPresident has beenofshredded CCNG Realty, to suchInc. degree that all particles will be carried freely under the flow conditions normally prevailing in public sewers with no particle greater than 1/2 inch in any dimension. LOWER COLORADO RIVER AUTHORITY "Sewage or Wastewater" means sewage, industrial waste, municipal waste, recreational waste, and agricultural waste, as defined in Chapter 26, Texas Water Code, together with By: properly shredded garbage and such infiltration water that may be present. Randy J. Goss, P.E. Executive "Sewage Treatment Plant or Wastewater Treatment Manager, Plant" means Water and Wastewater the facility devices and Utility Services structures used for receiving and treating wastewater from the sanitary sewer system.

"Sewer Service Line" (also called house lateral, service lateral, or building sewer) means the extension from the building drain to the public sewer or other place of disposal.

"Standard Methods" means the latest edition of Standard Methods for the Examination of Water and Wastewater, a joint publication of the Water Environment Federation, the American Water Works Association and the American Public Health Association.

"Suspended Solids" means solids that either float on the surface or are in suspension in water, sewage, or other liquids, and which are removable by laboratory filtering, expressed in milligrams per liter.

"Wastewater Collection Facilities" is given the same definition as that in the Acquisition Agreement: the collection lines and related equipment and improvements necessary for LCRA to collect and convey wastewater from the customer-owned sewer service lines to the regional wastewater interceptor. The term shall not include customer-owned sewer service lines located on individual lots of retail customers. .

"Wastewater Service Area" means the area for wastewater service described and/or depicted in Appendix A of the West Travis County Regional System Schedule for Rates, Fees, Charges and Terms and Conditions of Retail Treated Water and Wastewater Service, as amended. Interim Wastewater Service Agreement for CCNG Development Company, L.P. 12 11 "WTC Rate Schedule" is the West Travis County Regional System Schedule for Rates, Fees, Charges and Terms and Conditions of Retail Treated Water and Wastewater Service, as amended.

"WTC System" means the West Travis County Regional System, including the Water Service and Wastewater Service areas depicted in Appendix A of the West Travis County Regional System Schedule for Rates, Fees, Charges and Terms and Conditions of Retail Treated Water and Wastewater Service, as amended.

CCNG DEVELOPMENT COMPANY, L.P. By its General Partner, CCNG Realty, Inc.

By: ki/ZyA'yi 0 V4 /4/ N,ArrNcw 11att Whelan lir Vice President of CCNG Realty, Inc.

By: Randy J. Goss, P.E. Executive Manager, Water and Wastewater Utility Services

Interim Wastewater Service Agreement for CCNG Development Company, L.P. 12 MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF THE WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY

April 17, 2014

Present:

Larry Fox, President Ray Whisenant, Secretary/Treasurer Scott Roberts, Director Bill Goodwin, Director

Consultants:

EXHIBIT 2 Don Rauschuber, Agency General Manager Curtis Wilson, District Engineer Stefanie Albright (Lloyd Gosselink Rochelle & Townsend, P.C.), Agency General Counsel David Klein (Lloyd Gosselink Rochelle & Townsend, P.C.), Agency General Counsel Dennis Lozano (Murfee Engineering Company, Inc.), Agency Engineer Autumn Phillips (Municipal Accounts & Consulting, LP), Agency Bookkeeper Nelisa Heddin (Nelisa Heddin Consulting, LLC), Agency Financial Advisor

I. CALL TO ORDER

Director Fox called the meeting to order at 9:05 a.m.

II. ESTABLISH A QUORUM

A quorum was established with Directors Fox, Whisenant, Roberts and Goodwin present. Director Murphy was absent from the meeting. Also present were the above- referenced consultants.

III. PUBLIC COMMENT

Ms. Judy Jeffrey, Lake Pointe resident, addressed the Board regarding recent odor issues in Lake Pointe. She asked the Board for help resolving the ongoing odor problems in Lake Pointe.

IV. CONSENT AGENDA

A. Approve minutes of the March 6, 2014 Special Board of Directors Meeting and the March 20, 2014 Board of Directors meeting. (See Exhibit A)

4417191.3 MOTION: Motion wasMINUTESmade by OF MEETING Director OF Goodwin and seconded by Director Whisenant to approve THE BOARD OF DIRECTORS OF THE Special Board Meeting the minutes of the March 6, 2014 and the MarchWEST 20, 2014 Board TRAVIS Meeting. COUNTY PUBLIC UTILITY AGENCY

The vote was taken with the following April 17,result: 2014

Present: Voting Aye: Directors Fox, Whisenant, Roberts, and Goodwin Voting Nay: None Larry Fox, President Absent: Director Murphy Ray Whisenant, Secretary/Treasurer Scott Roberts, Director B. Approve bookkeepers report, payment of outstanding invoices, and other Bill Goodwin, Director related bookkeeping matters. (See Exhibit B)

Ms. Autumn Phillips presented the bookkeepers report to the Board. Director Roberts Consultants: asked why there was money in the Bank of Houston. Ms. Phillips replied that with CD's Don Rauschuber, they look for theAgency General Manager most competitive interest rates. Director Roberts requested that priority be given Curtis Wilson, to local District banks. Engineer Stefanie Albright (Lloyd Gosselink Rochelle & Townsend, P.C.), Agency General Counsel MOTION: David Klein Motion was (Lloyd Gosselink made &byTownsend, Rochelle Director Whisenant andGeneral P.C.), Agency seconded by Director Counsel Roberts to approve the bookkeepers report as presented Dennis Lozano (Murfee Engineering Company, Inc.), Agency Engineer by staff. Autumn Phillips (Municipal Accounts & Consulting, LP), Agency Bookkeeper The vote Nelisa Heddin was taken (Nelisa with Heddin the following Consulting, result: LLC), Agency Financial Advisor

I. Voting CALL TOAye: Directors Fox, Whisenant, Roberts, and Goodwin ORDER Voting Nay: None DirectorAbsent: Director Fox called Murphyto order at 9:05 a.m. the meeting

II. C. Fire Hydrant ESTABLISH Meter Requests, including: A QUORUM

Cash Construction A quorum was1.established Company with Directors Fox, (12-in force main Whisenant, project); Roberts and Goodwin 2. Murphy present. Director Ranger wasExcavation (Belvedere absent from SectionAlso the meeting. VII);present and were the above- 3. CC Carlton Industries (Belvedere Section VII) referenced consultants.

Mr. III. Don Rauschuber PUBLIC presented the fire hydrant meter variance requests to the Board. (See COMMENT Exhibit C) He recommended approval of all requests and noted that there is no landscape watering Ms. Judy allowed. Jeffrey, Lake Pointe resident, addressed the Board regarding recent odor issues in Lake Pointe. She asked the Board for help resolving the ongoing odor problems in MOTION: Motion was made by Director Whisenant and seconded by Lake Pointe. Director Goodwin to approve the fire hydrant meter variance requests as IV. presented. CONSENT AGENDA

The vote minutes A. Approve was takenof with thethe following March result: 6, 2014 Special Board of Directors Meeting and the March 20, 2014 Board of Directors meeting. (See Exhibit A) Voting Aye: Directors Fox, Roberts, Whisenant, and Goodwin. 2 1

4417191.3 MOTION: Voting Nay: None Motion was made by Director Goodwin and seconded by Director Absent: Whisenant Directorthe to approve Murphy minutes of the March 6, 2014 Special Board Meeting and the March 20, 2014 Board Meeting. V. OPERATOR'S REPORT The vote was taken with the following result: A. Discuss, consider and take action on report from Severn Trent Environmental Services, Voting Inc. regarding Aye: Directors water and Roberts, Fox, Whisenant, wastewater andsystem Goodwin operations, maintenance Voting Nay: None and billing. Absent: Director Murphy Mr. Mark Steelman presented the Operator's Report to the Board (See Exhibit D). Mr. SteelmanB.answered Approve questions from thereport, bookkeepers Board regarding payment the odor issues at invoices, of outstanding Lake Pointe. and other related bookkeeping matters. (See Exhibit B) VI. ENGINEER'S REPORT Ms. Autumn Phillips presented the bookkeepers report to the Board. Director Roberts Discuss, asked why thereconsider was money and take action in the Bankonofreports Houston.from Agency Ms. Engineering Phillips replied that with CD's Representatives, they look for the most including: competitive interest rates. Director Roberts requested that priority be given to local banks. A. Bohls Tract 0.325 MGD Wastewater Treatment Plant (Pay Estimate No. 9). MOTION: Motion was made by Director Whisenant and seconded by Director Roberts Mr. Lozano to approve presented the bookkeepers Pay Estimate No. 9 (Seereport ExhibitasE)presented by staff. in the amount of $436,579.15 and recommended approval for payment. The vote was taken with the following result: MOTION: Motion was made by Director Goodwin and seconded by Director Voting Aye: Whisenant toDirectors approve Pay Fox,Estimate Whisenant, No. 9Roberts, and Goodwin as presented by Mr. Lozano. Voting Nay: None Absent: The voteDirector was taken Murphy with the following result:

C. FireAye: Voting Hydrant Meter Directors Requests, Fox, including: Whisenant, Roberts, and Goodwin Voting Nay: None Absent: 1. Cash Director Construction Company (12-in force main project); Murphy 2. Ranger Excavation (Belvedere Section VII); and 3. CC B. Wastewater Force Carlton Industries Main—Lift (Belvedere Station Section 14 to Bohls VII) Treatment Wastewater Plant. Mr. Don Rauschuber presented the fire hydrant meter variance requests to the Board. (See Exhibit Mr. C) He Lozano recommended gave an update on approval the Forceof all requests Main andprovided Project. He noted that there is noschedule a contractor landscape watering (See Exhibitallowed. F) with the plan for initial operation to begin approximately July 27, 2014.

MOTION: C. Lake Motion was Pointe Wastewater madePlant Treatment by Director Whisenant and seconded by Director Goodwin to approve the fire hydrant meter variance requests as presented. 1. Plant No. 2 Clarifier Replacement and Repair (The Wallace Group Task Order No. 6); and The2.vote wasReplacement Filter taken with and the Metering followingImprovements result: Project (Change Order No. 1 and Change Order No. 2). Voting Aye: Directors Fox, Roberts, Whisenant, and Goodwin. 32

4417191.3 4417191.3 Voting MOTION: Nay: None Motion was made by Director Whisenant and seconded by Director Absent: Goodwin Director to approve Murphy Group Task Order No. 6 (See Exhibit G) regarding the Wallace clarifier replacement and repair as presented by staff. V. OPERATOR'S REPORT The vote was taken with the following result: A. Discuss, consider and take action on report from Severn Trent Environmental Services, Voting Inc. regarding Aye: Directors waterRoberts, Fox, Whisenant, and wastewater and Goodwinsystem operations, maintenance Voting Nay: Noneand billing. Absent: Director Murphy Mr. Mark Steelman presented the Operator's Report to the Board (See Exhibit D). Mr. Steelman Mr. Dennis answered Lozano questions presented from the Board the Filter regarding Replacement theMetering and odor issues at Lake Pointe. Improvements Project change orders (See Exhibit H). He explained that Change Order No. 1 was a reduction of VI. ENGINEER'S $36,924.00 REPORT and Change Order No. 2 was an additional $5,044.00. Director Whisenant asked what the purpose of the project was, and Mr. Lozano explained that this will provide Discuss, filtration consider redundancy and take and revise action the way on reports effluent from is metered. Agency Overall thisEngineering project will provideRepresentatives, including: replacement of facilities, compliance and improvement.

A. Bohls Tract MOTION: 0.325was Motion MGD Wastewater made Treatment by Director Plantand Goodwin (Pay Estimateby seconded No. 9). Director Whisenant to approve Change Order No. 1 and Change Order No. 2 as presented Mr. Lozano presented Pay Estimate No. 9 (See Exhibit E) in the amount of $436,579.15 and by staff. recommended approval for payment. The vote was taken with the following result: MOTION: Motion was made by Director Goodwin and seconded by Director Whisenant Voting Aye:toDirectors approve Fox, Pay Estimate Whisenant,No.Roberts, 9 as presented by Mr. Lozano. and Goodwin Voting Nay: None The voteDirector Absent: was taken with the following result: Murphy

Voting Aye: D. Vapex Directors Odor Fox, Whisenant, Treatment Project (PayRoberts, andNo. Estimate Goodwin 3 and Final). Voting Nay: None Absent: Mr. Lozano Director presented Murphy Pay Estimate No. 3 (See Exhibit I) for $1,861.52 which is a release of the retainer for this project. B. Wastewater Force Main—Lift Station 14 to Bohls Wastewater Treatment Plant. Motion was made by Director Whisenant and seconded by Director MOTION: Roberts to approve Pay Estimate No. 3. Mr. Lozano gave an update on the Force Main Project. He provided a contractor schedule (See Exhibit F) with The vote wasthe planwith taken for initial operationresult: the following to begin approximately July 27, 2014.

C. LakeAye: Voting Pointe Wastewater Directors Treatment Fox, Roberts, Plant and Goodwin Whisenant Voting Nay: None Absent:1. Plant No. Director 2 Clarifier Replacement and Repair (The Wallace Group Murphy Task Order No. 6); and 2. Filter Replacement and Metering Improvements Project (Change Order No. 1 and Change Order No. 2).

3 4

4417191.3 4417191.3 MOTION: E. Motion was SH71 Relocations made by Director for TxDOT-Phase I (PayWhisenant and Estimate No. seconded 3 and Final). by Director Goodwin to approve the Wallace Group Task Order No. 6 (See Exhibit G) regarding clarifier Mr. Lozano replacement presented and repairNo. Pay Estimate as presented by staff. 3 for the TxDOT-Phase I project for the 51171 waterline relocation (See Exhibit J) in the amount of $3,507.85. The vote was taken with the following result: MOTION: Motion was made by Director Whisenant and seconded by Director Voting RobertsAye: Directors to approve PayFox, Whisenant, Estimate No. 3Roberts, and Goodwin as presented by staff. Voting Nay: None Absent: The voteDirector Murphy was taken with the following result:

Mr. Dennis Lozano Voting presentedFox, Aye: Directors the Filter Replacement Roberts, Whisenant and and Metering Goodwin Improvements Project change Voting orders Nay: (See Exhibit None H). He explained that Change Order No. 1 was a reduction of $36,924.00 andDirector Absent: Change Murphy Order No. 2 was an additional $5,044.00. Director Whisenant asked what the purpose of the project was, and Mr. Lozano explained that this will provide filtration F. redundancy and revise US290 at Spring ValleytheRelocations way effluent forisTravis metered. Overall County (Bidthis project will Tabulation and provide Recommendation replacement of facilities, compliance and improvement. of Award).

MOTION: Mr. Lozano Motion presented was (See this item made by Director Exhibit K). HeGoodwin and seconded recommended awarding by theDirector contract Whisenant to approve Change Order No. 1 and Change Order No. 2 as presented to the second lowest bidder, DeNucci Constructors for $290,998.00, due to the fact that by staff. the lowest bidder was subcontracting a significant percentage of the work and the subcontractor had not demonstrated experience working on this size of pipe. The vote was taken with the following result: MOTION: Motion was made by Director Goodwin and seconded by Director Voting Aye:toDirectors Whisenant award theFox, bidWhisenant, to DeNucciRoberts, and Goodwin Constructors (See Exhibit K). Voting Nay: None Absent: The voteDirector Murphy was taken with the following result:

D. Vapex Voting Odor Aye: Treatment Directors Project (Pay Fox, Roberts, Estimate Whisenant andNo. 3 and Final). Goodwin Voting Nay: None Mr. Lozano presented Absent: Pay Director Estimate No. 3 (See Exhibit I) for $1,861.52 which is a release Murphy of the retainer for this project. G. Presentation on Raw Water Line Preliminary Engineering Report. MOTION: Motion was made by Director Whisenant and seconded by Director Roberts Mr. Lozano to approve presented thisPay Estimate report (See No. 3. L) to the Board for guidance in moving Exhibit forward on this project. Director Fox asked for a map showing contours and elevation. The discussed The Board vote was taken with the the timing andfollowing expenseresult: of this project. No action was taken on this item. Voting Aye: Directors Fox, Roberts, Whisenant and Goodwin VII. Voting Nay: None OLD BUSINESS Absent: Director Murphy A. Discuss, consider and take action regarding CCNG Development Co., L.P. v West Travis County Public Utility Agency and Lower Colorado River Authority; in the 345th Judicial District Court, Travis County, Texas; Cause No. D-1-GN-14- 000163. 4 5 4417191.3 4417191.3 E. SH71 Relocations for TxDOT-Phase I (Pay Estimate No. 3 and Final). This item was discussed in Executive Session (see below). No action was taken. Mr. Lozano presented Pay Estimate No. 3 for the TxDOT-Phase I project for the 51171 waterline B. relocation Discuss, consider and take (See Exhibit J) in action regarding the amount Petition of Travis County Municipal of $3,507.85. Utility District No. 12 Appealing Change of Wholesale Water Rates Implemented by West Travis MOTION: County Motion wasPublic madeUtility Agency,Whisenant by Director City of Bee and Cave, Texas, Hays seconded County, by Director Texas Robertsand to West Travis approve PayCounty EstimateMunicipal No. 3 as Utility District presented No. 5. by staff.

This item was The discussed vote in Executive was taken Session (see with the following below). No action was taken. result:

C. Discuss, Voting Aye:consider Directorsand take Fox, regarding Roberts, possible Whisenant andlegislative Goodwin efforts in the 2015 Legislative Session, Voting Nay: None including: Absent: Director Murphy 1. Drafting and filing of Agency legislation; and F. US290 2. Engagement of Diverse at Spring Valley Planning Relocations forand Development. Travis County (Bid Tabulation and Recommendation of Award). Mr. Ariel Axelrod addressed the Board and urged them to address current customer issues and Mr. table Lozanolegislative presentedefforts. this item (See Exhibit K). He recommended awarding the contract to the second lowest bidder, DeNucci Constructors for $290,998.00, due to the fact that Mr.lowest the Don Rauschuber bidder was presented the engagement subcontracting letter a significant from Diverse percentage of the Planning work andandthe Development to subcontractor the had Board not (See Exhibit demonstrated M). He requested experience working onapproval this sizeofofPhase pipe.I at $50,000.

MOTION: MOTION: MotionMotion was by was made made by Director Director Foxand Goodwin and seconded seconded byby Director Roberts Whisenant to engage to award the bid toDiverse DeNucciPlanning and(See Constructors Development Exhibit K). for the 2015 legislative session. The vote was taken with the following result: The vote was taken with the following result: Voting Aye: Directors Fox, Roberts, Whisenant and Goodwin Voting Voting Nay: Aye: Directors Fox, Roberts, and Goodwin None Absent:Voting Nay: Director None Murphy Absent: Director Murphy Abstained: G. Presentation on Director Raw WaterWhisenant Line Preliminary Engineering Report.

Mr. Mr. Rauschuber noted that Lozano presented thisthe engagement report of Diverse (See Exhibit Planning L) to the Boardand forDevelopment was not guidance in moving to exceed $50,000 for Phase I. forward on this project. Director Fox asked for a map showing contours and elevation. The Board discussed the timing and expense of this project. No action was taken on this item. D. Discuss, consider and take action regarding extension of Water Reservation for Cedar Valley Investments, LLC. VII. OLD BUSINESS Mr. Rauschuber presented the extension of Water Reservation for Cedar Valley Investments (See Exhibit A. Discuss, N).and take action regarding CCNG Development Co., L.P. v consider West Travis County Public Utility Agency and Lower Colorado River Authority; in the 345th Judicial District Court, Travis County, Texas; Cause No. D-1-GN-14- 000163. 6 5

4417191.3 MOTION: Motion was made by Director Whisenant and seconded by Director Goodwin This item was discussed to approve in Executive Session the (seeextension below). Notheaction Waterwas Reservation taken. for 10 LUEs to Cedar Valley Investments. B. Discuss, consider and take action regarding Petition of Travis County Municipal The voteNo. Utility District was12taken with the Appealing following Change result: of Wholesale Water Rates Implemented by West Travis County Public Utility Agency, City of Bee Cave, Texas, Hays County, Voting Texas and WestAye: Directors Travis CountyFox, Roberts, Municipal Whisenant Utility Districtand No.Goodwin 5. Voting Nay: None Absent: Director This item was discussed Murphy in Executive Session (see below). No action was taken.

Director C.Roberts Discuss,confirmed consider andthattake Cedar Valleypossible regarding Investments will be legislative subject efforts to Optional in the 2015 Enhanced Measures. Legislative Session, including:

VIII. NEW BUSINESS 1. Drafting and filing of Agency legislation; and 2. Engagement of Diverse Planning and Development. A. Discuss, consider and take action on requests for preliminary finding of capacity Mr. Ariel Axelrodto serve ("PFCS") addressed or non-standard the Board service and urged them agreements to address ("NSSA"), current customer issues including: and table legislative efforts.

1. CCNGpresented Mr. Don Rauschuber (Office Expansion) (NSSA); and the engagement letter from Diverse Planning and 2. Parten Ranch (PFCS). Development to the Board (See Exhibit M). He requested approval of Phase I at $50,000.

Mr. Rauschuber recommended MOTION: Motiondiscussing was made the Non-Standard by Director Service Fox and Agreement seconded for by Director CCNG in Executive Session Roberts if there were to engage legalPlanning Diverse questions.and Development for the 2015 legislative session. Mr. Curtis Wilson presented the Preliminary Finding of Capacity to Serve for Parten Ranch (See Exhibit 0) for The vote 580taken was LUEs. Mr. with theWilson stated following that all LUEs were in the Agency's result: service area, and partially within the Agency's water CCN. Voting Aye: Directors Fox, Roberts, and Goodwin Mr. John Clark, UA Engineering, Voting Nay: None addressed the Board and explained that this project was 541 acres Absent: and would have Murphy Director 575 lots. They are proposing less than 20% impervious cover and USFWS buffers, Abstained: but there Director will be concentrated areas with 20% impervious Whisenant cover which will meet the Optional Enhanced Measures. Mr. Rauschuber noted that the engagement of Diverse Planning and Development was not MOTION: to exceed Motion $50,000 for Phase was I. made by Director Roberts aand seconded by Director Whisenant to approve the Preliminary Finding of Capacity to Serve for Parten Ranch as presented D. Discuss, byand consider staff. take action regarding extension of Water Reservation for Cedar Valley Investments, LLC. The vote was taken with the following result: Mr. Rauschuber presented the extension of Water Reservation for Cedar Valley Voting Investments (See Aye: Exhibit N).Directors Fox, Roberts, Whisenant and Goodwin Voting Nay: None Absent: Director Murphy

7 6

4417191.3 4417191.3 MOTION: B. Discuss, consider and take action Motion was to consider made by policy regarding Director customer Whisenant accounts,by and seconded including: Director Goodwin to approve the extension the Water Reservation for 10 1. LUEs toHardship Cedar Valley requests Investments. for service; and 2. Refunds of customer deposits after one year. The vote was taken with the following result: Mr. Rauschuber presented the requests for hardship provisions. He explained that he received a callVoting from Aye: Directors Senator Fox, office Frasier's Roberts, Whisenanta and regarding Goodwin customer with a financial hardship wantingVoting to move Nay: None from a well to PUA water. Mr. Rauschuber explained to the Board that theAbsent: tariff provides for payment agreements for monthly bills but not for Director Murphy Impact Fees. The Board discussed the issue and asked Mr. Rauschuber to bring back a resolutionRoberts Director regarding the hardship confirmed requests. that Cedar Valley Investments will be subject to Optional Enhanced Measures. Mr. Rauschuber recommended to the Board to modify the tariff to refund customer VIII. NEW deposits BUSINESS after one year if the customer is in good standing.

MOTION: A. Discuss, considerMotion and take was action made byonDirector requestsRoberts for preliminary and seconded finding by Director of capacityWhisenant to serve ("PFCS") to refund orcustomer non-standard deposits service after agreements one year("NSSA"), if customer is in including: good standing, and require that the customer be required to submit a new deposit if the customer no longer became in good standing. 1. CCNG (Office Expansion) (NSSA); and 2. Parten The Ranch vote was (PFCS). taken with the following result:

Mr. Rauschuber Voting recommended Aye: Directors discussing Fox, Goodwin, the Non-Standard Roberts and Whisenant Service Agreement for CCNG in Executive VotingSession Nay: None if there were legal questions. Absent: Director Murphy Mr. Curtis Wilson presented the Preliminary Finding of Capacity to Serve for Parten Ranch (See Exhibit consider C. Discuss, 0) for 580andLUEs. Mr. take Wilson action on stated that of approval allSecond LUEs were in the Agency's Amendment to the service Water area, and partially Utility within Acquisition Facilities the Agency'sConstruction water CCN. and Service Agreement with Lazy Nine Municipal Utility District No. 1. Mr. John Clark, UA Engineering, addressed the Board and explained that this project This 541 was itemacres was discussed and would inhave Executive Session 575 lots. They(see arebelow). No action proposing was20% less than taken. impervious cover and USFWS buffers, but there will be concentrated areas with 20% impervious cover which D. Discuss, will meet consider the Optional and takeEnhanced action regarding Measures.amendment to Barton Creek West Wholesale Agreement. MOTION: Motion was made by Director Roberts aand seconded by Director Whisenant Mr. Rauschuber to approve presented the the Preliminary amendment Finding to Barton of Capacity Creek to ServeAgreement West Wholesale for Parten and recommended approval (See Ranch as presented by staff. Exhibit P). This amendment is based on the form wholesale amendment presented to the Wholesale Customer Committee. The Barton Creek West WSC The has voteasked was taken for awith retroactive the following effective result: date to January 1, 2014 to allow the rates to reflect the lower reserved capacity. Mr. Rauschuber recommended an Voting1,Aye: approval of January 2014Directors effectiveFox, date.Roberts, Whisenant and Goodwin Voting Nay: None Absent: Director Murphy

8 7

4417191.3 4417191.3 MOTION: B. Discuss, consider and take action Motion to consider was made bypolicy regarding Director customer Goodwin accounts,by and seconded including: Director Whisenant to approve the Barton Creek West Wholesale Agreement, 1. with an Hardship effective requests fordate of January service; and 1, 2014. 2. Refunds of customer deposits after one year. The vote was taken with the following result: Mr. Rauschuber presented the requests for hardship provisions. He explained that he received a call from Aye: Voting Senator Frasier's Directors Fox, office Roberts,regarding Goodwin aand customer with a financial Whisenant Voting hardship wanting Nay: None to move from a well to PUA water. Mr. Rauschuber explained to the Board that theAbsent: Director Murphy tariff provides for payment agreements for monthly bills but not for Impact Fees. The Board discussed the issue and asked Mr. Rauschuber to bring back a E. Discuss, resolution regarding consider the hardship and take requests. action regarding website updates.

Director Mr. Rauschuber Goodwinrecommended explained thatto hethe would Boardlike totomodify includethe thetariff Boardto members refund customer contact deposits after information onone the year PUAifwebsite. the customer is in good standing.

F. Discuss, MOTION: consider and was Motion takemade actionbyon engagement Director Robertsletter with Nelisa and seconded Heddin by Director Consulting, LLC fortothe Whisenant performance refund customer ofdeposits a cost of service and after one rateifdesign year studyisfor customer in 2015. good standing, and require that the customer be required to submit a new deposit if the customer no longer became in good standing. Mr. Don Rauschuber presented an engagement letter for a rate study for 2015 to be done by Nelisa HeddinThe vote wasLLC Consulting, taken with (See the following Exhibit result: Q) for $38,000.

Voting MOTION:Aye: Motion Directorswas Fox,made Goodwin, by Director Roberts Whisenant and Whisenant and seconded by Director Roberts Voting Nay: None to approve the engagement letter (See Exhibit Q) with Nelisa Heddin Absent: Consulting, Director Murphy LLC for a rate design study.

C. Discuss, consider The vote and take was taken with action on approval the following result: of Second Amendment to the Water Utility Facilities Acquisition Construction and Service Agreement with Lazy Nine Municipal Voting Utility District Aye: Directors No. 1. Goodwin and Whisenant Fox, Roberts, Voting Nay: None This item was discussed Absent: Director in Executive MurphySession (see below). No action was taken.

Receive D. Discuss, G. Request consider andfor Qualifications take presentations action regarding amendment from Severn to Barton Trent Creek Environmental West WholesaleServices, Inc. and U.S. Water regarding operations and customer Agreement. services. Mr. Rauschuber presented the amendment to Barton Creek West Wholesale Agreement H. Discuss, consider and recommended approvaland take (See actionP). Exhibit This amendment on negotiation is based of and preparation onathe form contract wholesale amendment for operations presented and customertoservices. the Wholesale Customer Committee. The Barton Creek West WSC has asked for a retroactive effective date to January 1, 2014 to allow Items the G and rates H werethe to reflect considered together.capacity. lower reserved Mr. Rauschuber requested recommended Mr. Rauschuber direction from the an Board toof approval issue a formal January Request 1, 2014 fordate. effective Proposal to Severn Trent and U.S. Waters for operations and customer services. He suggested a Special Meeting on May 1, 201.4 to consider proposals. Director Roberts requested further discussion in Executive Session.

8 9

4417191.3 IX. GENERALMOTION: MANAGER'S REPORT Motion was made by Director Goodwin and seconded by Director Whisenant to approve the Barton Creek West Wholesale Discuss,Agreement, consider and with take an effective action ondate report of January from General 1, 2014.Manager, including:

A. Agency The Administrative and Operations vote was taken with Report. the following result:

Mr. Rauschuber Voting presented Aye: Directors the General Fox,M6nagers Roberts, Goodwin report toand theWhisenant Board. He noted that he met with Blue Voting Nay: Nonepotentially purchasing groundwater through the City of Water regarding Absent: Austin's system. Director Director Murphy Roberts commented that the Board needs to make direct contact with Austin City Councilmembers regarding emergency interconnects. E. Discuss, consider and take action regarding website updates. B. Approval of STES Work Order No. 863751-WTP Finish Water Autovalve 2. Director Goodwin explained that he would like to include the Board members contact information Mr. Rauschuber on thepresented PUA website.STES Work Order 863751 (See Exhibit R) for $7,500 and recommended approval from the Board. F. Discuss, consider and take action on engagement letter with Nelisa Heddin Consulting, MOTION: LLC forMotion the performance was madeofby a cost of service Director and rate Whisenant design and study for seconded by 2015. Director Roberts to approve the STES Work Order 863751 as presented by staff. Mr. Don Rauschuber presented an engagement letter for a rate study for 2015 to be done The by Nelisa Heddin vote wasLLC Consulting, taken with (See the following Exhibit result: Q) for $38,000.

Voting MOTION:Aye: Motion Directorswas Fox,made Roberts, by Director Goodwin Whisenant and Whisenant and seconded by Voting Director Nay: None to approve the engagement letter (See Exhibit Q) with Roberts Absent: Nelisa Heddin Director Consulting, Murphy LLC for a rate design study.

At 12:30 p.m.ThePresident Fox vote was announced taken that the Board with the following result: would move into Executive Session regarding the following items: Voting Aye: Directors Fox, Roberts, Goodwin and Whisenant 1. CCNG Nay: Voting Development None Co., L.P. v West Travis County Public Utility Agency Absent: and Lower Director Colorado River Authority (Item No. VII A) pursuant to the Open Murphy Meetings Act, Tex. Gov't Code Ann. § 551.071 — Consultation with G. Receive Request for Qualifications presentations from Severn Trent Attorney. Environmental Services, Inc. and U.S. Water regarding operations and customer 2. Petition of Travis County Municipal Utility District No. 12 Appealing services. Change of Wholesale Water Rates Implemented by West Travis County H. Discuss, consider Public Utility and take(Item Agency action No. onVII negotiation B) pursuant andtopreparation the Open Meetings of a contract Act, Tex. Gov't for operations andCode Ann. services. customer § 551.071 — Consultation with Attorney.

Items G3.and HRequests for Non-Standard were considered Service together. Mr. Agreement, Rauschuber CCNGdirection requested Office Expansion from the Board to issue(Item No. VIII a formal D, 2.)for Request pursuant to the Proposal toOpen Meetings Severn Act,U.S. Trent and Tex. Waters Gov't Code for operations andAnn. customer § 551.071 services. — Consultation He suggested withaAttorney. Special Meeting on May 1, 201.4 to consider proposals. Director Roberts requested further discussion in Executive Session.

9 10

4417191.3 IX. GENERAL 4. MANAGER'S Approval REPORT of Second Amendment to the Water Utility Facilities Acquisition Construction and Service Agreement with Lazy Nine Municipal Utility Discuss,District considerNo.and 1Atake (Itemaction on report No. VIII from General C) pursuant Manager, to the Open including: Meetings Act, Tex. Gov't Code Ann. § 551.071 — Consultation with Attorney. A. Agency Administrative and Operations Report. 5. Requests for Qualifications presentations from Severn Trent Mr. Rauschuber Environmental presented the Services, Inc. and U.S. General M6nagers Water report to theregarding Board. He operations noted thatand he met with Blue customer Water regarding servicespotentially and take purchasing action on negotiation groundwater and through preparation the City ofof a Austin's system. Director contract for Roberts operationscommented and customerthat services the Board needs (Item toVIII No. make Gdirect & H) contact with Austin City to pursuant Councilmembers the Open Meetingsregarding emergency Act, Tex. interconnects. Gov't Code Ann. § 551.071 — Consultation with Attorney. B. Approval of STES Work Order No. 863751-WTP Finish Water Autovalve 2. The Board of Directors reconvened in open session at 1:45 p.m. President Fox stated that no Mr. action waspresented Rauschuber taken during Executive STES Session. Work Order 863751 (See Exhibit R) for $7,500 and recommended approval from the Board. VIII. NEW BUSINESS MOTION: Motion was made by Director Whisenant and seconded by Director A. Discuss, Roberts consider andtotake approve theonSTES action Work requests forOrder 863751 as Preliminary presented Finding of by Capacitystaff. to Serve ("PFCS") or Non-Standard Service Agreements ("NSSA"), including: The vote was taken with the following result: 2. CCNG Office Expansion Project (Lot 1, Block A) (NSSA); Voting Aye: Directors Fox, Roberts, Goodwin and Whisenant MOTION: Voting Motion was made by Director Roberts and seconded by Nay: None DirectorDirector Absent: Whisenant to grant request for service to CCNG for 2 water and 6 Murphy wastewater LUEs with no Non-Standard Service Agreement (See Exhibit S). At 12:30 p.m. President Fox announced that the Board would move into Executive The vote was taken with the following result: Session regarding the following items:

Voting Aye: CCNG DirectorsCo., Development Fox,L.P. Roberts, Whisenant, v West and Goodwin Travis County Public Utility Agency 1. Voting and Nay:Colorado Lower None River Authority (Item No. VII A) pursuant to the Open Absent: Director Meetings Murphy Act, Tex. Gov't Code Ann. § 551.071 — Consultation with Attorney. H. Discuss, consider and take action on negotiation and preparation of a contract for 2. operations and Petition ofcustomer services.Municipal Utility District No. 12 Appealing Travis County Change of Wholesale Water Rates Implemented by West Travis County MOTION: Motion was made by Director Roberts and seconded by Director Public Utility Agency (Item No. VII B) pursuant to the Open Meetings Act, Whisenant Tex. to move Gov't Code Ann. § forward with 551.071 — the Request Consultation for Proposals to be with Attorney. submitted to Severn Trent and US Waters and to adopt the revised 3. RFQ/RFP for Requests schedule. Non-Standard Service Agreement, CCNG Office Expansion (Item No. VIII D, 2.) pursuant to the Open Meetings Act, Tex. Gov't Code The vote was taken with the following result: Ann. § 551.071 — Consultation with Attorney. Voting Aye: Directors Fox, Roberts, Whisenant, and Goodwin Voting Nay: None 11 10

4417191.3 4417191.3 4. Absent: Director Approval Murphy of Second Amendment to the Water Utility Facilities Acquisition X. ADJOURNMENT Construction and Service Agreement with Lazy Nine Municipal Utility District No. 1A (Item No. VIII C) pursuant to the Open Meetings Act, Tex. MOTION: Gov't Code Ann. § 551.071 Motion — Consultation was made by Directorwith Attorney.and seconded by Whisenant Director Roberts to adjourn the meeting at 1:50 p.m. 5. Requests for Qualifications presentations from Severn Trent Environmental The Services, vote was taken Inc. with the and U.S. following Water regarding operations and result: customer services and take action on negotiation and preparation of a Voting Aye: contract Directors Fox, for operations Whisenant,services and customer Roberts,(Item and Goodwin No. VIII G & H) Voting Nay: pursuant to theNone Open Meetings Act, Tex. Gov't Code Ann. § 551.071 — Consultation with Attorney. Absent: Director Murphy

The Board of Directors reconvened in open session at 1:45 p.m. President Fox stated that no action PASSED was taken during AND APPROVED this Executive 13 day of 41 -0---€7 Session. , 2014.

VIII. NEW BUSINESS

C

ATTEST: 2. CCNG Office Expansion Project (Lot 1, Block A) (NSSA);

MOTION: Motion was made by Director Roberts and seconded by --C- Director Whisenant to grant request for service to CCNG for 2 water and 6 wastewater Ray Whisenar/t, LUEs with Jr., Secretary/Tre no Non-Standard Service Agreement (See Exhibit S). \asOrer •

The vote was taken with the following result:

Voting Aye: Directors Fox, Roberts, Whisenant, and Goodwin Voting Nay: None Absent: Director Murphy

H. Discuss, consider and take action on negotiation and preparation of a contract for operations and customer services.

MOTION: Motion was made by Director Roberts and seconded by Director Whisenant to move forward with the Request for Proposals to be submitted to Severn Trent and US Waters and to adopt the revised RFQ/RFP schedule.

Voting Aye: Directors Fox, Roberts, Whisenant, and Goodwin Voting Nay: None 12 11

4417191.3 Absent: Director Murphy X. ADJOURNMENT

MOTION: Motion was made by Director Whisenant and seconded by Director Roberts to adjourn the meeting at 1:50 p.m.

Voting Aye: Directors Fox, Whisenant, Roberts, and Goodwin Voting Nay: None Absent: Director Murphy

PASSED AND APPROVED this day of 41 .7 , 2014.

Larry Fox, Presi

ATTEST:

a Wh senap , Jr., Secretary/Tr rer

4417191.3 EXHIBIT 5 1

1 REPORTER'S RECORD VOLUME 1 OF 1 VOLUME 2 TRIAL COURT CAUSE NO. D-1-GN-14-000163 COURT OF APPEALS NO. 03-16-00521-CV 3 4 CCNG DEVELOPMENT COMPANY, ) IN THE DISTRICT COURT L.P. ) 5 ) Plaintiff ) 6 ) VS. ) 7 ) ) 8 WEST TRAVIS COUNTY PUBLIC ) UTILITY AGENCY, LOWER ) TRAVIS COUNTY, TEXAS 9 COLORADO RIVER AUTHORITY, ) and LARRY FOX, MICHAEL ) 10 MURPHY, RAY WHISENANT, ) BILL GOODWIN, and SCOTT ) 11 ROBERTS, each in his ) official capacity as a ) 12 director of the WEST ) TRAVIS COUNTY PUBLIC ) 13 UTILITY AGENCY, ) ) 14 Defendants. ) 345TH JUDICIAL DISTRICT 15 ------------------------------------------------- 16

17 HEARING ON MOTION TO REINSTATE

18 -------------------------------------------------- 19

20 On the 5th day of August, 2016, the following

21 proceedings came on to be heard in the above-entitled

22 and numbered cause before the Honorable Scott H.

23 Jenkins, Judge presiding, held in Austin, Travis County,

24 Texas;

25 Proceedings reported by machine shorthand. 2

1 A P P E A R A N C E S

2 FOR THE PLAINTIFF: 3 DOUG KILDAY 4 SBOT NO. 00787834 GRAVES, DOUGHERTY, HEARON & MOODY 5 401 Congress Avenue, Suite 2200 Austin, Texas 78701 6 (512) 480-5680

8 FOR DEFENDANTS WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY, LARRY FOX, MICHAEL MURPHY, RAY WHISENANT, BILL GOODWIN 9 AND SCOTT ROBERTS, EACH IN HIS OFFICIAL CAPACITY AS DIRECTOR OF THE WEST TRAVIS COUNTY PUBLIC UTILITY 10 AGENCY:

11 JAMES F. PARKER, III SBOT NO. 24027591 12 LLOYD, GOSSELINK, ROCHELLE & TOWNSEND 816 Congress Avenue, Suite 1900 13 Austin, Texas 78701 (512) 322-5878 14

15 FOR DEFENDANT LOWER COLORADO RIVER AUTHORITY: 16 JAMES N. RADER 17 SBOT NO. 16452570 LOWER COLORADO RIVER AUTHORITY 18 P.O. Box 220 Austin, Texas 78767 19 (512) 578-3559

21 22 23

25 3

1 I N D E X

2 VOLUME 1

3 MOTION ON HEARING FOR REINSTATEMENT

4 AUGUST 11, 2016

5 Page Vol. 6 Announcements.......................... 4 1 7 Argument by Mr. Kilday................. 5 1 8 Argument by Mr. Parker................. 8 1 9 Comments by Mr. Rader.................. 13 1 10 Further Argument by Mr. Kilday......... 15 1 11 Court's Ruling......................... 16 1 12 Adjournment............................ 18 1 13 Court Reporter's Certificate........... 19 1 14

20 21

22 23

25 4

1 PROCEEDINGS

2 THE COURT: We're on the record in Cause

3 No. GN-14-163, CCNG Development Company, LP vs. West

4 Travis County Public Utility Agency and the Lower

5 Colorado River Authority. Would you announce your

6 presence for the record, please, beginning with counsel

7 for plaintiff.

8 MR. KILDAY: Good morning, Your Honor.

9 Doug Kilday with Graves, Dougherty, Hearon & Moody on

10 behalf of the plaintiff.

11 MR. PARKER: Good morning, Your Honor.

12 James Parker for West Travis County Public Utility

13 Agency and its directors who are sued in their official

14 capacities.

15 MR. RADER: James Rader for the Lower

16 Colorado River Authority.

17 THE COURT: All right. Counsel, you're

18 set today on a simple motion, what appeared to be a

19 simple motion, until I tried to speed-read this filing

20 that came in late yesterday from one of the defendants.

21 This came to me off the central docket this morning,

22 very little notice. You're set on the 15-minute rocket

23 docket. You have seven minutes a side. You may share

24 your time if you wish. That gives me one minute to give

25 you the answer. I will hold you to that because I have 5

1 a string of cases under advisement that are ahead of

2 you, so I'm sure you can understand that I need to

3 attend to that.

4 With that, it's your motion. I see that

5 it was a simple DWOP'd case. It was on the DWOP docket.

6 You now wish to reinstate it. I sped-read your motion.

7 You can save part of your seven minutes to rebut the

8 other side if you wish. Hopefully you've already

9 sped-read their response and you can start to address

10 that. I'll keep track of your time. And you may

11 proceed.

12 MR. KILDAY: Thank you, Your Honor. Our

13 motion is very simple, as you pointed out. This case

14 was inadvertently dismissed on July 11th. This cause

15 was included on a blanket order with many other cases.

16 We first received notice that this was even contemplated

17 11 days thereafter on the 20 -- whatever. Just last

18 week we learned that the case had been dismissed. There

19 was no prior notice that it had been placed on the DWOP

20 docket.

21 THE COURT: Do you see them even fighting

22 that part of your motion or are they really -- is their

23 only fight that I shouldn't allow it to be reinstated

24 because it's a moot matter? Is that the only opposition

25 you sense from the other side? 6

1 MR. KILDAY: I believe that's correct.

2 I'm told by Mr. Rader that the LCRA does not oppose our

3 motion. The PUA does oppose our motion on the grounds

4 you've just set forth, so I'll move quickly to address

5 that.

6 This is a case that's been pending for two

7 and a half years. It's been in active negotiation. The

8 record includes 22 Rule 11 agreements where we have

9 extended deadlines at their request to respond to

10 discovery while we have worked very actively and very

11 hard to try to get this case resolved. And there are

12 certain matters pleaded -- if I may approach.

13 THE COURT: No, it's too late for that.

14 They asked for that ahead of the hearing. Just tell me

15 what you want to tell me.

16 MR. KILDAY: Okay.

17 THE COURT: And then I'll gather it at the

18 end and I'll listen to this other case.

19 MR. KILDAY: In essence, we are seeking --

20 in our claim we are seeking reimbursement of some

21 expenses we incurred to install infrastructure out at

22 the Spanish Oaks development near Bee Cave. We're also

23 seeking service to be provided for water and wastewater

24 for the residents out there. Those are the two

25 essential claims that we are making. We're also seeking 7

1 declaratory relief and injunctive relief.

2 Since the lawsuit was filed and during the

3 negotiations, a number of additional tracts had come to

4 the point where reimbursements were owed on those tracts

5 as well, but because we were negotiating, they were

6 never added to the pleading.

7 Yesterday afternoon on the eve of this

8 hearing, two checks were sent to me for the principal

9 amount owed on the two tracts that are discussed in the

10 pleading. No interest was included. No attorneys' fees

11 were included. Those are still active pleadings that we

12 are seeking relief for in this lawsuit.

13 In addition, the declaratory relief

14 potentially could be case dispositive for the other

15 tracts. And those have been unaddressed by the Court

16 and are unaddressed by the mailing I received yesterday.

17 The injunctive relief is also still a live pending

18 action before the Court that has not been addressed

19 either by the Court or by Mr. Parker's letter yesterday

20 afternoon.

21 So we would respectfully request that the

22 Court reinstate this case to correct a clerical error,

23 the error being no notice was apparently sent to any of

24 us that this case had been placed on the DWOP docket and

25 reinstate the case. And as the Court may be aware, they 8

1 have plenty of remedies to address any of their

2 substantive issues about summary judgment or about

3 dismissal or plea to the jurisdiction. Those can all be

4 brought to the Court's attention and addressed, and we

5 would have plenty of responses to those arguments, but

6 we would need more than 15 minutes to address that.

7 Today all we're seeking is correct this error and

8 reinstate the case. And I'll be happy to respond to any

9 of their arguments on rebuttal.

10 THE COURT: Because you'd like an

11 opportunity to make a more ample response, which you've

12 tried to do orally briefly here today to this

13 200-and-some-odd-page filing that came in yesterday in

14 response to your motion to reinstate.

15 MR. KILDAY: Of course, Your Honor.

16 THE COURT: I understand.

17 MR. KILDAY: Thank you, Your Honor.

18 THE COURT: All right. Your turn.

19 MR. PARKER: Thank you, Your Honor. The

20 case has been dismissed. It is a dead case. And so in

21 order to reinstate the case, the Court would have to

22 extend its jurisdiction over it. And the Court has no

23 subject matter jurisdiction because the case has been

24 entirely mooted.

25 THE COURT: And how can I tell that today 9

1 on this record today without giving them an opportunity

2 to make any response to your argument that it's moot?

3 MR. PARKER: On the record today, the

4 Court needs to only look at the amended petition, which

5 was the amended petition, the live pleading, when it was

6 dismissed, and then the evidence on record. And it's

7 not contested --

8 THE COURT: But what I'm saying is they

9 need to have an opportunity to respond to the evidence

10 on record. I respect that. I don't mean to give you a

11 hard time.

12 MR. PARKER: Sure.

13 THE COURT: It may be when they have an

14 opportunity to respond to your 215-page filing last

15 night, they might be able to raise a fact question that

16 essentially shows that it's not entirely moot. He says

17 there's also declaratory relief they're seeking, there's

18 injunctive relief they're seeking, so it's not simply a

19 matter of payment of money owed. Those are two

20 arguments that would maybe negate the mootness argument.

21 But even if it's a money owed case, surely

22 you would understand that I'd want to give them an

23 opportunity to respond to your 200-and-some-odd-page

24 filing before we decide, no, we're not going to

25 reinstate this, case over. 10

1 MR. PARKER: And I understand that,

2 Your Honor. In fairness, my response is only five

3 pages. 195 pages of it is the contract, which is in

4 evidence to demonstrate to the Court -- it's a very long

5 contract. And nowhere in that 195 pages is there any

6 entitlement under the contract to attorneys' fees or

7 interest.

8 THE COURT: Have they sought declaratory

9 relief in their petition?

10 MR. PARKER: They have, although it is

11 purely derivative of their claim for the money and the

12 service, which has been extended.

13 THE COURT: Have they also sought

14 injunctive relief in their petition?

15 MR. PARKER: Yeah, it's entirely

16 derivative of the payment and the service. The payment

17 has been made. The service has been extended. There

18 is -- there are three claims. A payment for 552,000;

19 that was paid. A payment for 583,000; that was paid.

20 Service on an office building; that was done back in

21 April of 2014. What they want --

22 THE COURT: So what injunctive relief are

23 they asking for that's derivative?

24 MR. PARKER: To stop not giving us service

25 is the injunctive relief that they are asking for. 11

1 THE COURT: Oh, they want to be able to

2 get injunctive relief that allows them to cut off your

3 service?

4 MR. PARKER: No, no. We provide service

5 to them.

6 THE COURT: Ah, backwards.

7 MR. PARKER: And so they apply for service

8 and we extend the service.

9 THE COURT: They want to prevent you from

10 cutting off their service.

11 MR. PARKER: No, they want new service.

12 THE COURT: Okay.

13 MR. PARKER: They want a mandatory

14 injunction to force us to give them service.

15 THE COURT: That's the problem with these

16 15-minute dockets. You know, if you've got a complex

17 case, you can't really wrap your head around, you know,

18 all the nuances. Apparently LCRA sold to you some part

19 of the LCRA's service that existed previously. That's

20 as far as I got into this.

21 MR. PARKER: And I'll make it real simple,

22 Your Honor. Everything in their first amended

23 petition -- and they say this in their response. What

24 they want to do -- everything in the first amended

25 petition is dead. They've got their first amended 12

1 petition. And again, this is their response. They say

2 they're going to promptly file a second amended

3 petition.

4 THE COURT: This is their response to

5 what?

6 MR. PARKER: I'm sorry. This is their

7 motion to reinstate. And what they want to do is they

8 want to take the cause number of this case and then

9 everything under the cause number just go

10 (demonstrating) and have an entirely new pleading

11 leaving only the cause number, well, so, as Mr. Kilday

12 said, they can rush to a trial that they want in October

13 with entirely new allegations that haven't even been

14 pleaded yet.

15 THE COURT: Oh, no judge is going to let

16 them do that. You'll probably get a motion for

17 continuance granted if you've got new allegations, new,

18 you know --

19 MR. PARKER: I would suggest, Your

20 Honor --

21 THE COURT: -- new damages, all of that.

22 MR. PARKER: They have 100 percent new

23 allegations.

24 THE COURT: Okay.

25 MR. PARKER: Everything in this dismissed 13

1 case is dead. It's moot.

2 THE COURT: So what they need to do, you

3 would say, is just file a new lawsuit.

4 MR. PARKER: Yes, Your Honor. Walk

5 downstairs to the district clerk's office. That's how

6 we do it every day. Don't reinstate this case. It's

7 moot. There's no case in controversy. The Court

8 doesn't have subject matter jurisdiction, and it

9 shouldn't exercise subject matter jurisdiction over a

10 case that doesn't have it.

11 THE COURT: Anything else I need to

12 understand?

13 MR. PARKER: No, thank you, Your Honor.

14 THE COURT: All right. Mr. Rader, I think

15 you said before we went on the record you didn't have

16 anything -- you didn't care one way or the other or you

17 were not going to take a formal position.

18 MR. RADER: Let me just say that, because

19 as of yesterday, I had -- well, I saw the pleadings from

20 the West Travis County Public Utility Agency at the same

21 time everybody else did. So I'm not disagreeing with

22 their pleadings either. Originally I did tell

23 Mr. Kilday that I didn't oppose the motion to reinstate.

24 The only thing I'd ask the Court to consider if you're

25 going to re -- if it is going to be reinstated, that 14

1 they be -- that some kind of alternative dispute

2 resolution process be ordered as well, and I think that

3 may be in the local rules.

4 THE COURT: Well, that's not in front of

5 me today, but you'd like that. You're indicating that

6 you'd like everybody to sit down at the mediation table

7 and see if they could resolve it.

8 MR. RADER: Yes, Your Honor. We've had

9 numerous, numerous over the last few years settlement

10 discussions and off-channel discussions as well, and it

11 might very well be helpful in my opinion.

12 THE COURT: And you have not had a

13 mediator be involved in this to date?

14 MR. RADER: Not -- no, we have not.

15 THE COURT: Okay. Well, you're all here

16 today. You ought to think about that because I think

17 your clients could benefit from that. Not only -- even

18 if they don't settle the entire case, frequently

19 mediators can settle the process and have you agree upon

20 a process that saves your clients money by which you can

21 more expeditiously resolve disputes as they exist now

22 and as they might come up, because your position is this

23 is a placeholder for new allegations. I understand.

24 Okay. Thank you. Good idea.

25 MR. RADER: That's all I have, Your Honor. 15

1 THE COURT: Your response.

2 MR. KILDAY: Yes, Your Honor, just very

3 quickly. Mr. Parker has asserted that this is a dead

4 case, and that's simply not true.

5 THE COURT: Well, what he's saying is that

6 you're basically taking this vehicle, this shell of a

7 cause number, and you've now filled it with completely

8 new allegations and complaints.

9 MR. KILDAY: They're not new --

10 THE COURT: And his other argument is the

11 declaratory judgment action and the injunctive relief

12 are all derivative. Those are his best arguments.

13 MR. KILDAY: And I'm glad we have a record

14 for that because in the event there is a dismissal here,

15 I want to use those words to ensure there's no argument

16 of res judicata or collateral estoppel on the other

17 tracts, so I'm very relieved we have a record here

18 today. We would dispute that if we end up with a

19 dismissal sticking here today, but that is our concern.

20 We have claims that are unadjudicated for

21 declaratory relief. We have claims that are

22 unadjudicated for injunctive relief. We have claims

23 that are unadjudicated for attorneys' fees and interest.

24 Mr. Parker has attached the contract, and he has

25 asserted there is no contractual basis for a claim for 16

1 interest. And Section 10.02(b) of the contract, which

2 he has included in the record, has a very specific

3 provision entitling us to interest.

4 THE COURT: So you still have a dispute

5 about interest.

6 MR. KILDAY: We still have a dispute about

7 interest, attorneys' fees, declaratory and injunctive

8 relief. And yes, we do intend to insert tracts that

9 were not part of our pleading into this cause of action.

10 They are well aware of that because we've been

11 negotiating over all of that and more over the last

12 couple of years. And if they don't want an October

13 trial setting, we won't have one. I've urged one

14 because I know the old practice here in Travis County

15 district court is if there's a DWOP docket and you want

16 it reinstated, you need a fast-track trial setting.

17 We're agreeable to that. If the defendants are not

18 agreeable to that, we will work with them to find

19 another trial date. And that's why we've submitted two

20 different proposed forms of order, one with an October

21 trial date, one with no trial date. And whichever one

22 the Court chooses to sign, we are okay with that. Thank

23 you very much, Your Honor.

24 THE COURT: All right. That completes our

25 record. Thank you all, Counsel. 17

1 I am going to grant the motion for new

2 trial and to reinstate. This is without prejudice, of

3 course -- jurisdictional arguments can always be raised,

4 so it's without prejudice to your opportunity to

5 continue to argue or reargue, urge in a different

6 hearing a motion to dismiss for lack of jurisdiction

7 because the case is moot. It appears to me based on

8 this brief argument you have now, given the interest

9 arguments, given the attorneys' fees arguments,

10 regardless whether injunctive relief and declaratory

11 relief is derivative, those two issues alone would cause

12 the case to survive as to those remaining claims for

13 damages.

14 So I'm reinstating the case. I try to be

15 transparent about my thoughts so that you understand

16 what I'm thinking, for better or worse, or that I am

17 thinking and listening to you. And so I am going to

18 reinstate the case without a trial date. And I know all

19 of you and all your firms, and so I know that you'll

20 work collaboratively to reset this trial -- or to set

21 this trial at a date that's merciful for all of you and

22 your clients.

23 Would you like to go off the record and

24 chat about mediation for a minute? May we do that? Is

25 that okay? Or do you want to stay on the record about 18

1 that?

2 MR. PARKER: No, Your Honor, we can go

3 off.

4 THE COURT: Great. That concludes our

5 record. Thank you.

6 (End of proceedings) 7

10 11

16 17

25 19

1 REPORTER'S CERTIFICATE

2 THE STATE OF TEXAS )

3 COUNTY OF TRAVIS )

4 I, Chavela V. Crain, Official Court

5 Reporter in and for the 53rd District Court of Travis

6 County, State of Texas, do hereby certify that the above

7 and foregoing contains a true and correct transcription

8 of all portions of evidence and other proceedings

9 requested in writing by counsel for the parties to be

10 included in this volume of the Reporter's Record, in the

11 above-styled and numbered cause, all of which occurred

12 in open court or in chambers and were reported by me.

13 I further certify that this Reporter's Record of

14 the proceedings truly and correctly reflects the

15 exhibits, if any, offered in evidence by the respective

16 parties. I further certify that the total cost for the

17 preparation of this Reporter's Record is $86.50 and will

18 be paid by counsel for Defendants West Travis County

19 Public Utility Agency and its directors who are sued in

20 their official capacities.

21 WITNESS MY OFFICIAL HAND this the 12th day of

22 August, 2016.

23 /s/ Chavela V. Crain Chavela V. Crain, CSR, RDR, RMR, CRR 24 Texas CSR 3064, Expiration Date: 12/31/2017 Official Court Reporter, 53rd District Court 25 Travis County, P.O. Box 1748 Austin, Texas 78767 (512) 854-9322 * EXHIBIT 6 Filed in The District Court of Travis County, Texas

AUG 0 5 2016 SC- CAUSE NO. D-1-GN-14-000163 At /0' 60 KM. Velva L. Price, District Clerk CCNG DEVELOPMENT CO., L.P., IN THE DISTRICT COURT OF Plaintiff,

vs.

WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY, LOWER COLORADO RIVER AUTHORITY, and TRAVIS COUNTY, TEXAS LARRY FOX, MICHAEL MURPHY, RAY WHISENANT, BILL GOODWIN, and SCOTT ROBERTS, each in his official capacity as a director of the WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY, Defendants. 345th JUDICIAL DISTRICT

ORDER GRANTING PLAINTIFF'S MOTION FOR NEW TRIAL AND MOTION TO REINSTATE CASE

On August 5, 2016, came on to be heard Plaintiffs' Motion for New Trial and Motion to

Reinstate, and the Court, having reviewed the motion, the pleadings, the evidence and arguments

presented, and having heard the arguments of counsel, is of the opinion that there is good cause

to grant Plaintiffs' Motion for New Trial and Motion to Reinstate. It is accordingly

ORDERED that Plaintiffs' Motion for New Trial and Motion to Reinstate is hereby

GRANTED and that this case is hereby REINSTATED on the court's active docket.

SIGNED this 5th day of August, 2016. EXHIBIT 7 Kilday, Doug

From: Kilday, Doug Sent: Monday, August 08, 2016 11:46 AM To: 'Jose de la Fuente' Cc: Karen Mallios; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader@LCRA.ORG; Lein, David; David Klein; James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz Subject: RE: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

Joe —

Thank you for your email. Several points in response:

1. Even the partial payments you have been discussing have not yet been paid to CCNG. The PUA's bank is telling CCNG this morning that there are not sufficient funds in the PUA's bank account to allow it to honor either of the checks that were sent to my office last Thursday afternoon. CCNG attempted to deposit both checks at CCNG's bank on Friday afternoon. It appears that your firm's representations to the Court on Thursday and Friday about having "paid" the principal amounts owed for Los Robles and Spanish Oaks Section 1 (without required amounts for interest or attorneys' fees) were not accurate. To date, zero has been paid. Please let me know whether the PUA will immediately replenish its own bank account so these checks can be honored by your client's bank, or whether these two hot checks will simply bounce.

2. Even if the checks are honored by the PUA's bank, zero cents on the dollar have been paid for CCNG's attorneys' fees, which have been substantial, That is an unpaid and not-yet-adjudicated claim in our lawsuit. We intend to pursue that claim until it is paid. That has always been our intent.

[NOTE: Mr. Parker misrepresented to the Court on Friday that the only authority cited in our pleading for an award of attorneys' fees was Chapter 38 of the Civil Practice & Remedies Code. That was simply false. Paragraph 65 of our pleading plainly refers to both Chapter 37 and 38, i.e., the Declaratory Judgment statute and the separate Attorneys' Fees statute. Fees are owed to CCNG under both chapters.]

3. Your client and your firm are both well aware of the broader conversation that has been negotiated over these last two-and-a-half years regarding many phases within the CCNG Tract. We were discussing a $4.3 million resolution to a problem that involves many phases within the CCNG Tract. After 2 & 1/2 years of meticulous, multi-party negotiations and what appeared to be a final meeting of the minds, the PUA abruptly changed course and reneged on several fundamental issues. As we have discussed, the Reimbursable Costs on several other phases/tracts have come due during our discussions. We have presented those for payment. It took 6 & 1/2 years for CCNG to get a check for partial payment on the Los Robles Tract, and it appears that payment was made with a hot check that will bounce. The same issues that have caused years of unnecessary delay and attorneys' fees on the Los Robles Tract are in play on the other phases as well, which is why we need the declaratory relief we have requested. Our request for declaratory relief has not yet been resolved or adjudicated. Please note that our request for declaratory relief addressed the "phases of the Internal Facilities that CCNG has built or will build pursuant to the Utility Agreement." (ft Am. Pet. at 11 57.) Our request for declaratory relief is about the broader issues and the dispute over how the PUA has consistently mis- construed the provision. It is not focused on just one phase or tract. We are seeking the declaratory relief so we will not be required to wait 6 & 1/2 years or longer to receive payments for Reimbursable Costs owed on other phases.

4. We are still awaiting resolution on requests for service for the West Village and East Village, which have also been part of our discussions over these last 2 & 1/2 years. The same issues that plagued the office expansion project are also involved in the other phases, including East Village and West Village, which is why we need the declaratory and

1 injunctive relief we have requested in Paragraphs 59-62 of our pleading. The PUA has always treated the obligations under the Utility Agreement as somehow conditional, even though the conditions applied by the PUA do not appear in the Utility Agreement. Our request for declaratory and injunctive relief in Paragraphs 59-62 of our pleading remain unresolved and unadjudicated. (See 1st Am. Pet. at ¶ 62: "Plaintiff also asks the court to enjoin WTCPUA's directors from denying "interim service" to CCNG." This request for injunctive relief relates to the CCNG Tract as a whole, and is not confined to the office expansion project that originally brought this issue to a head in April 2014.)

5. The Court very clearly has jurisdiction to decide these many unresolved claims. There is no good faith basis for any assertion to the contrary.

6. The July 14 dismissal was the result of a clerical error at the Clerk's office in failing to send any party notice of the DWOP docket. The Court has now correctly remedied that clerical error.

7. The Court pointedly declined to rule upon any arguments regarding jurisdiction, reserving those arguments for another hearing when more than 15 minutes would be available, and when the parties and the Court would have more than a few hours to review your lengthy submission. No plea to the jurisdiction was before the Court last Friday, nor was any similar motion that would allow for proper consideration of jurisdictional issues. No ruling has been made on any jurisdictional issues. If you would like to raise jurisdictional issues, you may do so and set a motion for hearing. We reserve the right to file a Motion for Sanctions, as there is no good faith basis for any assertion that the Court lacks jurisdiction.

8. Please withdraw your Notice of Appeal, which is frivolous and has no good faith basis in law or in fact. We reserve the right to seek sanctions if the Notice of Appeal is not withdrawn.

9. I look forward to hearing from you on (i) your plans regarding the Notice of Appeal, and (ii) your client's plans on whether to provide funds to allow its own bank to honor the hot checks that Mr. Parker delivered to me last Thursday afternoon.

Best regards,

-gd k

G. Douglas Kildav Direct: 512.480.5680 Facsimile: 512.480.5880 E-mail: dkilday@gdhm.com

ORAVCS DOQ014tOITY litARON 4 MOODY

401 Congress Avenue, Suite 2200 Austin, Texas 78701 Phone: 512.480.5600 www.gdhm.com

From: Jose de la Fuente [mailto:jdelafuente©Iglawfirm.corn] Sent: Monday, August 08, 2016 10:22 AM To: Kilday, Doug Cc: Karen Mallios; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader©LCRA.ORG; Lein, David; David Klein; James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz Subject: RE: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

Doug,

2 First and foremost . . . I must admit that I am puzzled, because I have never seen a party struggle so hard to keep a fight going even after it was paid 100 cents on the dollar for the amount that it claimed to be owed, on top of long-ago getting the thing that it wanted from injunctive relief (service provided to your facility, which was done over two years ago). The courthouse is for resolution of disputes, and your client got what it was asking for. That's what we're supposed to do — resolve disputes. Having done so, our hope is that the parties could begin to move forward in a more productive manner, as circumstances dictate that they will have an ongoing relationship for years to come.

That said, we understand that you have a different take on the law as it applies to this case, as is often the case in an adversarial proceeding. Additionally, I am familiar with the proceedings before Judge Jenkins, including his affirmative refusal to maintain the dismissal of your Petition in the face of jurisdictional failings. As to your bullet-point arguments as to why the case on file did not have jurisdictional failings, we also understand that the parties have a different opinion on those. Our positions in that respect were stated in our Response to your Motion to Reinstate, and again, we understand that you may disagree with them.

The parties will have every chance to brief all of these matters, and of course, you are free to make any or all of your arguments to the court, which will then decide these issues as may be necessary. Alternatively, we could all simply agree to the dismissal of your case (as you have been paid everything to which you claimed to be entitled, and service has long-since been provided), and the parties could begin to work going forward in a cooperative and consultative manner, rather than being adversarial and litigious.

Please feel free to call me if you have any questions.

Sincerely,

Joe de la Fuente

Jose de la Fuente Attorney

Lloyd Gosselink ATTO(INF,Y% r!,,AVF

816 Congress Ave., Suite 1900 Austin, Texas 78701 http://www.LGLawFirm.com/ Telephone: 512.322.5849 Telecopier: 512.472.0532

From: Kilday, Doug rmailto:DKilday@gdhm.coml Sent: Friday, August 5, 2016 5:15 PM To: Jose de la Fuente Cc: Karen Manias; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader@LCRA.ORG; Lein, David; David Klein; James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz Subject: RE: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

3 I have read the Simons case, which holds that an interlocutory appeal can be taken from a refusal to dismiss for want of jurisdiction, even where the procedural vehicle is a motion for summary judgment instead of a plea to the jurisdiction.

That simply is not our case.

I suggest that you visit with Mr. Parker to learn the contents of the transcript you will be receiving (and potentially litigating) from this morning's hearing. The Court very specifically declined to take up any arguments about jurisdictional issues, telling the parties that those would need to be raised and decided separately by way of a plea to the jurisdiction or a motion for summary judgment. The Court correctly observed that the sole issue before the Court today was a procedural question as to whether the case should be reinstated, with the jurisdictional issues and the merits issues to be decided at a later time when we were not on a quick 15-minute docket. There has been no ruling on any jurisdictional issue.

Further, the Court very clearly does have jurisdiction over this case. Any argument to the contrary is frivolous. • Our pleading makes clear that we are seeking attorneys' fees. That claim has not been adjudicated or otherwise resolved. Our pleading makes clear that we are seeking interest. That claim has not been adjudicated or otherwise resolved. • Our pleading makes clear that we are seeking declaratory relief (two counts). Those claims have not been adjudicated or otherwise resolved. • Our pleading makes clear that we are seeking injunctive relief. That claim has not been adjudicated or otherwise resolved.

We reject your client's attempt to introduce yet more delay into these proceedings, and we renew our request that you withdraw your frivolous Notice of Appeal.

G. Douglas Kilday Direct: 512.480.5680 Facsimile: 512.480.5880 E-mail: dkilday©gdhm.com

GRAVES DOUGHERTY HEARON WOODY

401 Congress Avenue, Suite 2200 Austin, Texas 78701 Phone: 512.480.5600 www.qdhm.com

From: Jose de la Fuente [mailtoldelafuente©Iglawfirm.com] Sent: Friday, August 05, 2016 3:50 PM To: Kilday, Doug Cc: Karen Mallios; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader@LCRA.ORG; Lein, David; David Klein; James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz Subject: Re: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

I am presently out of the office, and will respond to your email below in more detail on Monday. The PUA's interlocutory appeal is proper, and I will provide additional information to that effect then, and I'll be happy to discuss it with you further. In the meantime and as a starting point, I'll refer you to TDCJ v Simons, 140 SW3d 338, 349 (Tex 2004).

Have a good weekend,

4 Joe

Sent from my iPhone

On Aug 5, 2016, at 11:24 AM, Kilday, Doug wrote:

James (Parker) —

I have reviewed your Notice of Appeal, which improperly purports to stay all proceedings.

Your Notice of Appeal relies upon Section 51.014(a)(8) of the Texas Civil Practice & Remedies Code. That code provision allows a governmental agency to pursue an interlocutory appeal from an order that "grants or denies a plea to the jurisdiction by a governmental unit as that term is defined in Section 101.001." (Emphasis added.) No such plea to the jurisdiction has even been filed in this case, and there certainly has been no ruling granting or denying any such plea to the jurisdiction.

As you know, the only motion that was set for hearing today was our motion to correct a clerical mistake by the clerk's office in inadvertently placing our case on the dismissal docket without first giving proper notice to the parties. (I did not receive any notice of a planned dismissal for want of prosecution. James Rader (LCRA) did not receive any such notice. You have informed me that you are unaware of any such notice received by anyone at your firm.) The Court did what it was legally required to do in reinstating the case to the active docket. That's all the Court did. The Court pointedly declined to address the merits of any of the underlying issues in the case and invited the parties to prepare whatever motions they wanted to prepare — including a plea to the jurisdiction or a motion for summary judgment — to address the merits at a different hearing. The only ruling today was to grant our motion for new trial and reinstate the case on the active docket, which is exactly where it should have remained.

No plea to the jurisdiction has been filed or set for hearing in this case, and there has been no ruling that would allow for an interlocutory appeal. To put it in the language of the code provision you have cited, the Court has not "grant[ed] or denie[d] a plea to the jurisdiction."

Your Notice of Appeal is completely improper and is not in good faith. Its only possible purpose is to inject delay into the proceedings.

We respectfully request that you withdraw your Notice of Appeal and its attempt to delay these proceedings.

We reserve all rights, including the right to seek sanctions. If your Notice of Appeal is not withdrawn, we also reserve the right to supply the Court with a copy of this correspondence, along with the transcript of today's hearing, in support of a motion for sanctions.

G. Douglas Kildav Direct: 512.480.5680 Facsimile: 512.480.5880 E-mail: dkildav(@.ocihm.com

401 Congress Avenue, Suite 2200

5 Austin, Texas 78701 Phone: 512.480.5600 www.gdhm.com

From: Karen Mallios [mailto:kmallios(alglawfirm.com] Sent: Friday, August 05, 2016 9:50 AM To: Melvin, Robin A.; Kilday, Doug; 'Madison.JechowCa TJames.Rader(aLCRA.ORG'; Lein, David Cc: David Klein; Jose de la Fuente; James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz; Karen Mallios Subject: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

Please see the attached copy of the Defendant West Travis County Public Utility Agency's Notice of Appeal which was filed with the Court today.

Karen W. Mallios 512.322.5885 direct 512.472.0532 fax

Lloyd Gosselink Rochelle & Townsend, P.C. 816 Congress Avenue, Suite 1900 Austin, Texas 78701 www.lglawfirm.com

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This electronic communication (including any attached document) may contain privileged and/or confidential information. If you are not an intended recipient of this communication, please be advised that any disclosure, dissemination, distribution, copying, or other use of this communication or any attached document is strictly prohibited. If you have received this communication in error, please notify the sender immediately by reply e-mail and promptly destroy all electronic and printed copies of this communication and any attached document.