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.

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

TO THE HONORABLE JUDGE OF SAID COURT:
COURT:

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
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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

§
WESTTRAVIS COUNTY
WEST COUNTY PUBLIC

§
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.

G. Douglas ilday

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
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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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

&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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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< 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

Gentlemen:
Gentlemen:

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.

Sincerely,
Sincerely,

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

Gentlemen:
Gentlemen:

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.

By:
G. Douglas ilday

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 ..
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P.O BdX
P.C} BOX 178
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AUSTIN, TX 7~7fi7
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ZIP78701
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MELVIN ROBIN t~A
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401 CC3NCRI:sSS AVE., St7ITE 22~`U
AVE., SUITE 22410
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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

CCNG
CCNG Development
Development Co,
Co, LP

-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

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:

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
 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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------ Exhibit 1.05 - B
r
Description of Land
---- That Can Be Added
to the CCNG Tract
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------ 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.

GRANTOR:

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)
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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

STATE OF TEXAS

COUNTY OF TRAVIS

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
'''' -------

is

Cs.
ke),

Exhibit A
Golf Course Envelope
- --
'''' -------

)
is
•

Cs.
ke),

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)

3

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.

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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.
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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.
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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

11/8/99
1 1 /8/99

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.
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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

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)
 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

0
conservancy
'Pxas
The
Nature
orlon Cre

ue
Clio Mims
Presery

of
Cu
Developinent
CCNG

ap
\
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0,6, •
/

CCNG
Development

Intim Car
Prciery
tl Ote Nat*.
(*u ue
cia)

♦

Onion Creek
t
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•
;
I • 141.411111V . 1111111 !IS1t, 1998
. lily ul Att%iiii id% ,11.111.,
IAA, I Ai, .1, r null I 16,d.
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Location Map Nature
conservancy
FPxas 0 1.5 3 Miles

toe

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
°

•_

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

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
 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

Approved as to form:

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 I - B
CCNG Tract and Land
That Can Be Added
to the CCNG Tract

I CCNG Tract
0 1.
• Other Tracts
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Exhibit I - B
r CCNG Tract and Land
That Can Be Added
to the CCNG Tract

I CCNG Tract
0 1.
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EXHIBIT
DELIVERY POINTS FOR VA)
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RAW WATER & EFFLUENT
1101 South Couital of Taos fighway, !holding 0, Soh 110, Austin, Texas 78746 (512) 327-9204
 EXHIBIT l

DELIVERY POINTS FOR VA)
RAW WATER & EFFLUENT
EXHIBIT I-D
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EXHIBIT I-D

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)
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.

CCNG DEVELOPMENT COMPANY, L.P.

Dated: 1- (III
Name: 1) ArtitiEL 8 Po trrit
Title: PkOrtOpir kCEO C4ik16,41‘,/ Georatic. Pikitmok

LOWER COLORADO RIVER AUTHORITY

Dated: gi Nevis( By:
NameV 3 A.seph -
Title: },14, L,, 444,4
„

1
STATE OF TEXAS MEMORANDUM OF AGREEMENT

COUNTY OF TRAVIS

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

LOWER COLORADO RIVER AUTHORITY

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.

LOWER COLORADO RIVER AUTHORITY

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)

1

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 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.

Best regards,

-gd k

G. Douglas Kildav
Direct: 512.480.5680
Facsimile: 512.480.5880
E-mail: dkildav(@.ocihm.com

401 Congress Avenue, Suite 2200

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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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