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




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

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




                                                    §
                   Plaintiff,
                    Plaintiff,




                                                    §
vs.
vs.




                                                    §
WESTTRAVIS COUNTY
WEST               COUNTY PUBLIC




                                                    §
UTILITY
UTILITY AGENCY,
            AGENCY, LOWER LOWER




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




                                                    §
LARRY
LARRY FOX, MICHAELMICHAEL MURPHY, MURPHY,




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




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



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


                                                    §
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
                            State   of Texes
                                       Texas
  't'..'•~of,'~'         Comm.Exp.06-09-2019
                         Comm.   Exp. 06-09-2019
         ..virsri✓~v..c~.i~ieir✓.iiitcr
EXHIBIT 2-A
    GD
     M                                                                                               G. Douglas
                                                                                                     G.           Kilday
                                                                                                         Douglas Kilday
                                                                                                     512.480.5680
                                                                                                     512.480.5680
                                                                                                     512.480.5880 (fax)
                                                                                                     512.480.5880  (fax)
GRAVES DOUGWERTY
GRAVES DOUGHERTY HEAR~N&
                 HEARON  MQODY
                        &MOODY                                                                       dkilday@gdhm.com
                                                                                                     dkilday@gdhm.com
          A PROFESSIONAL GORP6RATION
            PROFESSIONAL CORPORATION
                                                                                                     MAILING ADDRESS:
                                                                                                     MAILING ADDRESS:
                                                                                                     P.O,   Box 98
                                                                                                     P.O, Box   98
                                                                                                     Austin,  TX 7876-99987
                                                                                                     Austin, TX   7876-99987

                                                            Apri122,22, 2014
                                                            April       2014


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

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

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

   Dear
   Dear David
        David and Madison:
              and Madison:

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

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

             Best regards.
             Best regards.

                                                                Sincerely,
                                                                Sincerely,

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


                                                      sy:
                                                      By:         ~
                                                                  .. Douglas  ilday
                                                                     Douglas ilday

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




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

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




                                                                May 19, 2014
                                                                    19, 2014


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

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

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

   Gentlemen:
   Gentlemen:

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

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

                                                                     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< <Icra.otg)
  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. D-1-GN-14-000163;
            Cause         D-1-GN-14-000163;       CCNG Development
                                                  CCNG     Development Co., Co., L.P.
                                                                                 L.P. v.v. West
                                                                                            I~T~est Travis  County
                                                                                                    Travis County
            Public Utility
            Public          Agency, et
                   Utility Agency,  et al.; In the
                                       al.; In the 345 th Judicial
                                                   345th  Judicial District
                                                                   District Court,
                                                                             Court, Travis
                                                                                      Travis County,      Texas
                                                                                                County, Texas

  Gentlemen:
  Gentlemen:

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

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

                                                               Sincerely,
                                                               Sincerely,

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



                                                     By:
                                                                   Douglas Kilday
                                                                   Douglas Kilday

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




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

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




                                                           April 12,
                                                           April 12, 2016
                                                                     2016


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

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

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

   Gentlemen:
   Gentlemen:

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

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

                                                               Sincerely,
                                                               Sincerely,

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

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

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




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

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




                                                             Apri120,20, 2016
                                                             April       2016


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

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

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

   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
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  OFFICE     OF ~COURT  AUMINISTItAT'Ogt
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                                                       AOi CONGRESS
                                                       401     CC3NCRI:sSS AVE., St7ITE 22~`U
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                                                       AUSTIN            TX 78701
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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




    ti




                                  /:




                                                         v ivy
                                                        Jr




         i)




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




                             /:




                                                        v ivy
                                                      Jr




    i)




                ------   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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                                                                      EXHIBIT 2.01 (d)
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                   1

          (SOME N 'EEO                          REGIONAL W.W.T.P. SITE
v-   41                                      1101 South Copilot of Tows 164nsay, %icing D. Sub 110, Austin, Taos 78746 4512)-327-9204
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                                                                      EXHIBIT 2.01 (d)
     1             1111111111111111111
                   1

          (SOME N 'EEO                          REGIONAL W.W.T.P. SITE
i
v-   41                                      1101 South Copilot of Tows 164nsay, %icing D. Sub 110, Austin, Taos 78746   4512)-327-9204
EXHIBIT 2.01(f)
EXHIBIT 2.01(f)
                         EFFLUENT DISPOSAL UTILITY EASEMENT


STA 11. OF TEXAS

COUNTY OF TRAVIS


        CCNG Development Company, L.P., a Texas limited partnership ("Grantor"), for and in
consideration of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, hereby GRANTS and CONVEYS to
the Lower Colorado River Authority, a political subdivision of the State of Texas, and its successors
and assigns (collectively, "Grantee"), the following easement:

        the right to dispose of treated effluent by irrigation on, over, under, across and
        through that certain real property more particularly described in Exhibit "A"
        ("Easement Tract"), in the manner set forth in this easement

(the "Easement"). The Easement is a nonexclusive right and easement on, over, under, across and
through the Easement Tract to construct, install, use, maintain, repair, inspect, improve and replace
such effluent transportation and disposal lines, pipes, storage tanks, reservoirs and other related
facilities, systems and equipment, and all appurtenances thereto, which are reasonably required from
time to time, and are to be located on, over, under, across and through the Easement Tract, in order
to provide effluent disposal utility services (collectively, the "Facilities"), including, but not limited
to, (a) the right of ingress and egress on, over and across the Easement Tract for the purposes
contemplated, and (b) the right to place on or below the surface of the Easement Tract any of the
Facilities as are necessary or desirable in connection with Grantee's effluent disposal utility services.

        Raw Water and Effluent Agreement. The rights and obligations of Grantor and Grantee are
subject to the terms and provisions of a Raw Water and Effluent Agreement between Grantor and
Grantee of even date (the "Raw Water and Effluent Agreement"). In the event of a conflict, the
provisions of the Raw Water and Effluent Agreement shall control over the terms of this Easement.

        Term. This Easement shall terminate upon termination of the Raw Water and Effluent
Agreement. Upon termination of the Easement, Grantee shall within ninety (90) days remove or
cause to be removed from the Easement Tract any facilities located by, for, on behalf of or upon the
authority of Grantee on, over, under, through or across the Easement Tract and restore the Easement
Tract substantially to its pre-existing condition.

        Interference. Grantor expressly reserves the right to the use and enjoyment of the surface of
the Easement Tract for any and all purposes which are consistent with Grantee's use of the Easement
Tract. Such use shall not unreasonably interfere with or abridge Grantee's rights hereunder so as to
prevent Grantee from using the Easement Tract as contemplated hereby. Grantee shall not
unreasonably or materially interfere with the use and enjoyment of the Easement Tract by Grantor
or any other person or entity granted rights on, over, under, across or through the Easement Tract.


#15707 v2
        Third Parties. Grantee may contract with third parties to perform any or all activities related
to the Facilities locatedEFFLUENT      DISPOSAL
                          or to be located          UTILITY
                                           within the        EASEMENT
                                                      Easement Tract.

         No Waiver. No waiver of any provision shall be deemed to have been made unless expressed
STA   11. OFand
 in writing  TEXAS
                 signed by the waiving party. No delay or omission in the exercise of any right or
 remedy accruing to a party upon any breach under this Easement shall impair such right or remedy
COUNTY      OF TRAVIS
 or be construed  as a waiver of any such breach. The waiver of any breach of any term, covenant or
 condition shall not be deemed to be a waiver of any other breach, or of a subsequent breach of the
 same or any other term, covenant or condition. All rights, powers, options or remedies shall be
        CCNG
 cumulative   andDevelopment    Company,
                  not alternative,          L.P., a Texas
                                   and the exercise  of onelimited  partnership
                                                            right, power, option("Grantor"), for and
                                                                                  or remedy shall not in
                                                                                                       bar
consideration  of TEN   and NO/100   DOLLARS      ($10.00), and other  good and valuable consideration,
 other rights, powers, options or remedies allowed or by law, unless expressly provided to the
the receipt and sufficiency of which are hereby acknowledged, hereby GRANTS and CONVEYS to
 contrary.
the Lower Colorado River Authority, a political subdivision of the State of Texas, and its successors
and assigns  (collectively,
          Assignment.  This"Grantee"),
                            Easement maythe following  easement:
                                             be not assigned  by Grantee.

          the   right toNon-Exclusive.
           Easement        dispose of treated     It iseffluent   by irrigation
                                                        specifically     agreed that on,the
                                                                                          over,   under, across
                                                                                              Easement     and rightandto use the
 Easement through
                Tract that   certain realhereby
                       as contemplated          property are more    particularly
                                                              non-exclusive,      and described      in Exhibit
                                                                                        Grantor expressly           "A" the right
                                                                                                              reserves
          ("Easement       Tract"),     in the  manner    set  forth  in this  easement
 to grant other easements in, under, over, across and/or through the Easement Tract, provided,
 however, that such other easements and the use thereof by the grantees or beneficiaries thereof shall
(the
 not "Easement").
      unreasonablyThe            Easement
                           prevent             is a nonexclusive
                                          Grantee     from using right        and easement
                                                                       and enjoying             on, over, under,
                                                                                          the Easement       for the across    and
                                                                                                                         purposes
through     the Easement
 contemplated        hereby.Tract to construct, install, use, maintain, repair, inspect, improve and replace
such effluent transportation and disposal lines, pipes, storage tanks, reservoirs and other related
facilities,Grantee
              systemsrecognizes
                        and equipment,         and all appurtenances
                                         that Grantor    intends to utilize thereto,   which areTract
                                                                                the Easement        reasonably   required
                                                                                                          for a golf   coursefromand
time
 that to  time, and
      Grantor      alsoare   to be to
                         intends      located   on, property
                                          develop    over, under,    across andthe
                                                                 surrounding        through    the Easement
                                                                                        Easement                Tract,may
                                                                                                     Tract. Grantor       in order
                                                                                                                               need
to
 toprovide     effluent of
    utilize portions      disposal     utility services
                              the Easement       Tract for(collectively,     the "Facilities"),
                                                              utility purposes     and ingress and including,  butboth
                                                                                                       egress for    not limited
                                                                                                                            of those
to, (a) Accordingly,
 uses.   the right of ingress Grantee  andagrees
                                            egress to on,cooperate
                                                           over and withacross    the Easement
                                                                               Grantor     to permit Tract  for thetopurposes
                                                                                                        Grantor         utilize the
contemplated,        and  (b)    the  right  to  place   on  or below    the  surface    of the  Easement
 Easement Tract for such other utility, ingress and egress purposes. Grantee, at Grantor's request,           Tract   any   of the
Facilities
 shall modify as are
                   or,necessary
                       if necessary, or desirable    in connection
                                           subordinate     its rights with
                                                                       underGrantee's
                                                                               the Easementeffluent
                                                                                                  to disposal  utilityrequired
                                                                                                     any easement        services.of
 Grantor by any governmental authority such as, by way of example but not limitation, public utility
 easementsRaworWater      and Effluent
                    dedication                Agreement.
                                    of right-of-way.          The rights
                                                         Grantee            and obligations
                                                                    shall execute                of Grantor
                                                                                      such documents          and be
                                                                                                          as may    Grantee     are
                                                                                                                        reasonably
subject
 required. to  the  terms   and    provisions     of  a Raw    Water    and  Effluent    Agreement      between    Grantor     and
Grantee of even date (the "Raw Water and Effluent Agreement"). In the event of a conflict, the
provisions      of the Rawwith
            Compliance          Water     and Effluent
                                     Permits.    GranteeAgreement
                                                            shall at all shall
                                                                          timescontrol     over
                                                                                  be in full     the terms of
                                                                                              compliance        thisallEasement.
                                                                                                             with       applicable
 governmental permits for the effluent disposal contemplated herein.
           Term. This Easement shall terminate upon termination of the Raw Water and Effluent
 Agreement.       Upon termination
            TO HAVE         AND TO HOLD     of the Easement,        Grantee shall
                                                      the above-described              within ninety
                                                                                   Easement             (90) days
                                                                                                unto Grantee         remove
                                                                                                                   and           or
                                                                                                                         Grantee's
cause   to be removed
 successors      and assigns from    the Easement
                                   forever,             Tracttoany
                                              but subject        thefacilities
                                                                     terms and   located   by, for,
                                                                                    conditions       on behalf
                                                                                                  hereof;        of or upon
                                                                                                           and Grantor          the
                                                                                                                             hereby
authority     of Grantee    on,    over,   under,  through    or  across  the  Easement
 binds itself and its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular Tract  and  restore  the  Easement
Tract   substantially
 the Easement        unto to   its pre-existing
                          Grantee                   condition.
                                       and its successors      and assigns, against every person whomsoever lawfully
  claiming or to claim the same or any part thereof, subject, however, to the terms and conditions
  hereof Interference.       Grantor expressly
           and to the reservations           from and  reserves   the right
                                                          exceptions          to the
                                                                         to this       use and enjoyment
                                                                                   conveyance                 of theassurface
                                                                                                   and warranty          shownof  on
the  Easement Tract for any and all purposes which are consistent with Grantee's use of the Easement
 Exhibit
Tract. Such use shall not unreasonably interfere with or abridge Grantee's rights hereunder so as to
 prevent Grantee from using the Easement Tract as contemplated hereby. Grantee shall not
 unreasonably or materially interfere with the use and enjoyment of the Easement Tract by Grantor
 or any other person or entity granted rights on, over, under, across or through the Easement Tract.

 #15707 v2                                                2
#15707 v2
        Third Parties. Grantee may contract with third parties to perform any or all activities related
to the Facilities
       EXECUTED   located
                      AS or
                          OFtoTHE
                               be located within
                                           day ofthe Easement Tract. , 1999.

        No Waiver. No waiver of any provision shall be deemed to have been made unless expressed
in writing and signed by the waiving party. No delay or omission in the exercise of any right or
remedyGRANTOR:
        accruing to a party upon any breach CCNG,
                                             under this Easement
                                                     INC.,  L.P. shall impair such right or remedy
or be construed as a waiver of any such breach. The waiver of any breach of any term, covenant or
condition shall not be deemed to be a waiver of any other breach, or of a subsequent breach of the
same or any other term, covenant or condition.
                                             By: All rights, powers, options or remedies shall be
cumulative and not alternative, and the exercise
                                            Name:of one right, power, option or remedy shall not bar
other rights, powers, options or remedies allowed     or by law,
                                             Title: General       unless expressly provided to the
                                                             Partner
contrary.

        Assignment. This Easement may be not assigned by Grantee.

       Easement Non-Exclusive. It is specifically agreed that the Easement and right to use the
Easement Tract as contemplated hereby are non-exclusive, and Grantor expressly reserves the right
to grantOF
STATE    other easements in, under, over, across and/or through the Easement Tract, provided,
            TEXAS
however, that such other easements and the use thereof by the grantees or beneficiaries thereof shall
not unreasonably
COUNTY    OF TRAVISprevent Grantee from using and enjoying the Easement for the purposes
contemplated hereby.

          Grantee
         This      recognizes
              instrument       that Grantor intends
                          was acknowledged            to utilize
                                             before me,   on thethe Easement
                                                                           day Tract
                                                                                of for a golf course and
 that Grantor
1999,   by      also intends to develop property surrounding theofEasement       Tract.
                                                                       CCNG, Inc.,      Grantor
                                                                                     L.P., a Texasmay  need
                                                                                                    limited
 to utilize portions of the Easement  Tract for utility
partnership, on behalf of said limited partnership.     purposes   and ingress and  egress for both of those
 uses. Accordingly, Grantee agrees to cooperate with Grantor to permit Grantor to utilize the
 Easement Tract for such other utility, ingress and egress purposes. Grantee, at Grantor's request,
 shall modify or, if necessary, subordinate its rights under the Easement to any easement required of
 Grantor by any governmental authority such as, by way         of example
                                                          Notary           but not
                                                                   Public, State oflimitation,
                                                                                    Texas      public utility
 easements or dedication of right-of-way. Grantee shallPrinted
                                                            executeName:
                                                                     such documents as may be reasonably
 required.                                                My Commission Expires:

      Compliance with Permits. Grantee shall at all times be in full compliance with all applicable
governmental permits for the effluent disposal contemplated herein.

        TO HAVE AND TO HOLD the above-described Easement unto Grantee and Grantee's
successors and assigns forever, but subject to the terms and conditions hereof; and Grantor hereby
binds itself and its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular
the Easement
AFTER          unto Grantee
         RECORDING,          and its RETURN
                           PLEASE    successors TO:
                                                and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, subject, however, to the terms and conditions
Madisonand
hereof       to the reservations from and exceptions to this conveyance and warranty as shown on
          Jechow
ExhibitColorado River Authority
Lower
P. 0. Box 220
Austin, Texas 78767-0220




 #15707 v2                                      2
#15707 v2                                      3
      EXECUTED AS OF THE                day of                   , 1999.



      GRANTOR:                             CCNG, INC., L.P.


                                           By:
                                           Name:
                                           Title: General Partner




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.



11/8/99
 11/8/99
                                                      2
1.2    Owner and Design Professionals. Owner has entered or will enter into an agreement with
       Murfee Engineering, Inc., consulting       ARTICLE
                                                      engineers,III for the design of the Project. Upon the
       recommendation of Manager, Owner may enter into additional agreements with other
                                    MANAGER'S
       engineers, and/or other design                   BASIC
                                            professionals         SERVICES
                                                               (Murfee    Engineering, Inc., and such other
       engineers or design professionals are hereafter referred to as "Design Professionals"), to
       provide engineering, landscaping, design and other services related to the Project.
 3.1     Manager's
       Manager       Basic
                  shall      Services.
                        advise   OwnerManager         shallto
                                           with respect     perform    the Services
                                                               the selection          described
                                                                               of Design          in Section
                                                                                           Professionals,   the3.2
         ("Services").
       services  to be performed by various Design Professionals and the quality of services
       provided by each of the Design Professionals. Manager shall have no authority to
 3.2     General.alter or terminate the services of any Design Professionals without Owner's prior
       engage,
       written consent. The Design Professionals shall have the responsibility to compile, create
         Thefile
       and    Services  shall include
                 all documents          the following:
                                  or permits     required by governmental entities with respect to the
       Project.
                 A.       Manager shall provide overall supervision and administrative oversight of
1.3                       the Work.Upon the recommendation of Manager, Owner will enter into an
       Owner and Contractors.
       agreement with a general contractor(s) for the Project. Owner may enter into separate
       agreementsB. with • Manager    shall prepare
                            other contractors,          and periodically
                                                   subcontractors,          update asuppliers
                                                                       mechanics,     construction   schedule for
                                                                                                and/or
       materialmen (the   review   by contractor
                             general   Owner. and such other contractors, subcontractors,
       mechanics, suppliers, and materialmen being hereafter collectively referred to as
                  C.
       "Contractors")     Manager
                         for         shall consult
                              the construction      of with  Owner Manager
                                                       the Project.    and makeshall
                                                                                  recommendations
                                                                                        advise Ownerwhenever
                                                                                                        with
                          design   details  adversely    affect  constructibility,  cost  or schedules.
       respect to the selection of Contractors, the services to be performed by Contractors and
        the quality of services provided by each of the Contractors. Manager shall have no
       authorityD.        Manager
                   to engage,   alter shall  assist Owner
                                       or terminate           in the preparation
                                                       the services                 of construction
                                                                       of any Contractor     without contracts
                                                                                                      Owner's
                          and provide
        express, prior written           adVice
                                  consent.          to Owner
                                              Contractor        with
                                                            shall     respect
                                                                    have       to Contractors.to compile, create
                                                                          the responsibility
        and file any documents or permits required or requested by governmental entities with
                          Manager shall provide administrative management and related services to
        respect toE.the Project.
                           coordinate scheduled responsibilities of the Contractors with each other.
1.4     Manager and Other Project Participants. Manager shall use reasonable efforts to maintain
        a good and        Managerworking
                  F. harmonious       shall schedule     and coordinate
                                                relationship    with Owner, meetings   as reasonably
                                                                                the Contractors,   the necessary
                                                                                                       Design
        Professionals and  to any
                              discuss
                                  otherprocedures,
                                          persons orprogress
                                                         entities and   scheduling.
                                                                   working   on the Project. The Contractors
        are responsible for construction of the Project, and for the performance of all agreements
                          Manager
                  G. Manager
        with Owner.                   shall
                                   shall  usecoordinate
                                               reasonable  theefforts
                                                                sequence    of construction
                                                                       to keep  Owner informedamong   the respect
                                                                                                    with
                           Contractors.
        to the timing and sequencing of work by the Contractors.

                  H.      Manager shall develop cash flow reports and forecasts for the Project and
                          advise Owner as toARTICLE
                                            variances between
                                                       II      actual and budgeted costs.

                  I.     Manager shall  review and
                                      PROJECT       approve applications for payments from the
                                                 DEFINITION
                         Contractors and Design Professionals.
        The term "Project," when used in this Agreement, shall mean the total design, permitting,
and constructionJ.of the Substantial Completion.
                         Regional Facilities      Subject
                                             as defined in to
                                                            thethe prior written
                                                                 Acquisition     approval of
                                                                              Agreement.      Owner
                                                                                            The terms
                         and the applicable
"Work required for the Project"   or "Work"Design
                                             used inProfessionals,
                                                     this Agreement Manager    shall the
                                                                        shall mean   determine
                                                                                         variouswhen
                                                                                                 parts
                         the
of the total construction.   Project and a Contractor's Work    or portion of the Work   is substantially
                         complete. In consultation with the applicable Design Professionals and
                         Owner, Manager shall prepare or have prepared a list of incomplete Work
                         which does not conform to the Contract Documents which will be
                         submitted to Owner for its review.
1118/99
 11/8/99

                                                       2
                                                        3
                  K.      Final Completion. Subject to the prior written approval of Owner and the
                                             ARTICLE III, Manager shall determine when the
                          applicable Design professionals
                          Project and any Contractor's Work is fmally completed, and shall provide
                          to OwnerMANAGER'S       BASIC SERVICES
                                    a written recommenda  tion regarding payment to the applicable
                          Contractors.

3.1  Manager's
            L. Basic  Services.
                   Record       ManagerManager
                           Documents.    shall perform  the Servicesand
                                                  shall coordinate   described
                                                                        expediteinsubmittals
                                                                                   Section 3.2of
     ("Services"). information from the Contractors for record drawings and specification
                   preparation and shall coordinate and expedite the transmittal of such
3.2 General.       documents ("Record Documents") to Owner.

           The Services
                 M. shall    include
                         Organize     theIndex
                                    and    following:
                                                Operation and Maintenance Materials. Prior to the
                         final completion of the Project ("Final Completion"), Manager shall
                  A.     Managerorshall
                         compile     haveprovide   overall
                                            compiled       supervision
                                                      manufacturer      and administrative
                                                                    s' operations          oversight of
                                                                                  and maintenance
                         the Work.
                         manuals, warranties and guarantees, shall organize such documents, and
                         shall deliver such documents to Owner on or before the Final Completion.
                  B.    • Manager shall prepare and periodically update a construction schedule for
                 N.      reviewReports.
                         Status  by Owner. Manager shall provide periodic written reports to LCRA
                         on the status of the Project and written recommendations concerning
                  C.     Manager
                         change     shall consult with Owner and make recommendations whenever
                                 orders.
                         design details adversely affect constructibility, cost or schedules.
                                               ARTICLE IV
                  D.      Manager shall assist Owner in the preparation of construction contracts
                          andDURATION
                              provide adVice OFtoMANAGER'
                                                  Owner withSrespect
                                                                SERVICESto Contractors.

4.1        Duration.       Managerof
                    E.The duration    shall provideServices
                                        Manager's    administrative
                                                              under management
                                                                     this Agreement andshall
                                                                                         related services
                                                                                             be the       to
                                                                                                    later of
                            coordinate  scheduled   responsibilities of the  Contractors  with each other.
           (i) eighteen (18) months after the execution of this Agreement, or (ii) one (1) month after
           Final Completion of the Project.
                    F.     Manager shall schedule and coordinate meetings as reasonably necessary
           A.      Commencemto discuss procedures,
                                  ent. The           progress
                                            commenceme        and scheduling.
                                                           nt date for Manager's Services shall be the
                   date of the execution of this Agreement by Owner and Manager.
                    G.      Manager shall coordinate the sequence of construction among the
                            Contractors.
                                                 ARTICLE V
                    H.      Manager shall develop cash flow reports and forecasts for the Project and
                            advise Owner
                                     OWNER'Sas to variances
                                                   RESPONSIBbetween   actual
                                                                 ILITIES    . and budgeted costs.

5.1                I.     Manager
           Project Requirements    shall review
                                . Owner           and approve
                                          shall provide       applications
                                                        to Manager         forinformation
                                                                    complete   payments from  the
                                                                                          regarding
                          Contractors
           Owner's requirements        and
                                 for the   Design Professionals.
                                         Project.

5.2                        Substantial
           Defects.J.If Owner  observesCompletion.
                                         or otherwiseSubject
                                                      becomesto the prior
                                                                aware  of written approval
                                                                          any fault          of in
                                                                                     or defect   Owner
                                                                                                   the
                           and the applicable
           Project or any nonconformit   y withDesign Professionals,
                                                the Contract          Manager   shall determine
                                                             Documents, Owner shall notify Managerwhen
                           the Project
           within one (1) working  dayand
                                        andaprovide
                                              Contractor's Work
                                                     written     or portion
                                                             notice         of the
                                                                    to Manager     Workfive
                                                                                 within   is substantially
                                                                                              (5)
           working days.   complete.  In consultation with the applicable  Design  Professionals    and
                           Owner, Manager shall prepare or have prepared a list of incomplete Work
                           which does not conform to the Contract Documents which will be
                           submitted to Owner for its review.
11/8/99
 11/8/99

                                                     4
                                                      3
                 K.      Final Completion. Subject to the prior written approval of Owner and the
5.3     Approvals. Owner       shall furnish
                         applicable   Designrequired     information
                                               professionals,           andshall
                                                                  Manager    approvals    and perform
                                                                                   determine    when theits
        responsibilities Project
                          and activities
                                   and any Contractor's Work is fmally completed, and shallprogress
                                          in a reasonably     timely  manner   to  facilitate orderly    provide
        of the Work in cooperation      with  Manager     consistent  with  this  Agreement
                         to Owner a written recommendation regarding payment to the applicable  and  in
        accordance withContractors.
                            the planning and scheduling requirements and budgetary restraints of the
        Project. With respect to any change order request, Owner shall approve or disapprove
        such requests
                 L. inRecord
                           writingDocuments.
                                     within ten (10)  days of
                                                  Manager        receipt.
                                                               shall coordinate and expedite submittals of
                         information from the Contractors for record drawings and specification
5.4     Design Professional.     Ownerand
                         preparation     shall  retain
                                             shall      one or more
                                                   coordinate          Design Professionals
                                                                 and expedite    the transmittalwhose
                                                                                                   of such
        services, dutiesdocuments
                          and responsibilities    shall be   described
                                       ("Record Documents") to Owner.   in written   agreements    between
        Owner and the applicable Design Professionals.
                  M.     Organize and Index Operation and Maintenance Materials. Prior to the
5.5      Consistency. Owner      shall cause of
                          final completion    anythe
                                                   and   all agreements
                                                     Project               between Owner
                                                                ("Final Completion"),          and the
                                                                                           Manager    shall
         Contractors to be    compatible   and  consistent    with this Agreement.     Each
                          compile or have compiled manufacturers' operations and maintenance  of the  agreements
         shall recognize manuals,
                           Manager warranties
                                      as Owner'sandAgent    in providing
                                                       guarantees,    shallManager's
                                                                            organize suchServices   as outlined
                                                                                              documents,    and
         in this Agreement.
                          shall deliver such documents to Owner on or before the Final Completion.

5.6      Designated
                 N. Representative.    Owner
                         Status Reports.      shall shall
                                          Manager   designate  an officer,
                                                          provide periodicemployee  or other
                                                                           written reports  to LCRA
         authorized representative  to act with respect to the Project. Owner's initial representative
                         on the status of the Project and written recommendations concerning
         for the Project is Karenorders.
                         change   Bondy. This representative shall have the authority to approve
         changes in the scope of the Project and shall be available during working hours and as
         often as may be required to render ARTICLE
                                              decisions and
                                                         IV to furnish information in a timely
         manner. Owner may designate other representatives from time to time upon written
         notice to Manager. DURATION OF MANAGER'S SERVICES

5.7
 4.1     Payments.  Owner
         Duration. The      shall make
                        duration        paymentsServices
                                  of Manager's     to Manager,
                                                          underthe
                                                                 thisContractors
                                                                      Agreementand  Design
                                                                                 shall be the later of
         Professionals on the basis of their respective contracts.
         (i) eighteen (18) months after the execution of this Agreement, or (ii) one (1) month after
         Final Completion of the Project.

             A.                                ARTICLE VIdate for Manager's Services shall be the
                    Commencement. The commencement
                    date of the execution of this Agreement by Owner and Manager.
                  COMPENSATION FOR MANAGER'S SERVICES AND PAYMENT

6.1          Compensation. Manager shall receive    a projectVmanagement fee for the performance of
                                                ARTICLE
             its Services calculated and payable as follows:
                                    OWNER'S RESPONSIBILITIES .
             A.     An amount equal to four percent (4 %) of the cost of construction of the Project,
 5.1         ProjecttoRequirements.
                       be payable asOwner
                                    follows:
                                          shall provide to Manager complete information regarding
             Owner's requirements for the Project.
                    ® 2% of the construction cost due upon award of a construction contract,
 5.2                • If1%
             Defects.       of the
                         Owner     construction
                                 observes        cost duebecomes
                                           or otherwise   followingaware
                                                                    one half construction
                                                                         of any           completion,
                                                                                fault or defect in the
                    •   1%  of the construction  cost due upon  acceptance of Project by Owner.
             Project or any nonconformity with the Contract Documents, Owner shall notify Manager
             within one (1) working day and provide written notice to Manager within five (5)
             workingIndays.
                       the event that there are change orders during construction which increase the
                    cost of construction the total project manager fee payable to Manager shall be
                    based on the increased cost. In the event there are change orders during

  11/8/99
 1 1 /8/99

                                                       4
                                                       5
                 construction which decrease the cost of construction the total project manager fee
5.3     Approvals. Owner shall furnish required information and approvals and perform its
                 payable to Manager shall remain 4% of the bid price.
        responsibilities and activities in a reasonably timely manner to facilitate orderly progress
        of the Work in cooperation with Manager consistent with this Agreement and in
        accordance with the planning and scheduling
                                              ARTICLE requirements  and budgetary restraints of the
                                                         VII
        Project. With respect to any change order request, Owner shall approve or disapprove
        such requests in writing within ten (10) days of receipt.
                               TERMINATION AND SUSPENSION
5.4     Design Professional. Owner shall retain one or more Design Professionals whose
 7.1     Termination.
        services, duties and responsibilities shall be described in written agreements between
        Owner and the applicable Design Professionals.
         A.      For Cause. This Agreement may be terminated by either party hereto upon thirty
                 (30) days written notice should the other party fail substantially to perform its
5.5     Consistency. Owner shall cause any and all agreements between Owner and the
                 obligations in accordance with the terms through no fault of the other.
        Contractors to be compatible and consistent with this Agreement. Each of the agreements
        shall recognize Manager as Owner's Agent in providing Manager's Services as outlined
         B.      Compensation. In the event of termination under Section 7.1(a), Manager shall be
        in this Agreement.
                 paid its compensation for Services performed to the date of termination in
                 accordance with Article VI.
5.6     Designated Representative. Owner shall designate an officer, employee or other
        authorized representative to act with respect to the Project. Owner's initial representative
        for the Project is Karen Bondy. This representative shall have the authority to approve
                                            ARTICLE VIII
        changes in the scope of the Project and shall be available during working hours and as
        often as may be required to render decisions and to furnish information in a timely
                                    ADDITIONAL PROVISIONS
        manner. Owner may designate other representatives from time to time upon written
        notice to Manager.
 8.1     Confidentiality. Manager shall not disclose or permit the disclosure of any confidential
         information, except to its agents, employees and other consultants who need such
5.7     Payments. Owner shall make payments to Manager, the Contractors and Design
         confidential information in order to properly perform their duties relative to this
        Professionals on the basis of their respective contracts.
         Agreement.

 8.2        Limitation and Assignment.
                                                ARTICLE VI
            A.     Successors and Assigns. Owner and Manager each bind themselves, their
                 COMPENSATION FOR MANAGER'S SERVICES AND PAYMENT
                   successors, assigns and legal representatives to the terms of this Agreement.
6.1     Compensation. Manager shall receive a project management fee for the performance of
 8.3     Governing Law. Unless otherwise provided, this Agreement shall be governed by the
        its Services calculated and payable as follows:
         laws of Texas.
        A.     An amount equal to four percent (4 %) of the cost of construction of the Project,
 8.4     Extent of Agreement. This Agreement represents the entire agreement between Owner
               to be payable as follows:
         and Manager relating to project management of the Project and supersedes all prior
         negotiations, representations or agreements, either written or oral. This Agreement may
               ® 2%only
         be amended     of the
                            byconstruction   cost duesigned
                                written instrument     upon by
                                                             award
                                                                bothofOwner
                                                                       a construction contract,
                                                                             and Manager.   Nothing
               •   1%   of the construction  cost due  following  one half construction  completion,
         contained in this Agreement is intended to benefit any third party. The Contractors and
               • 1%
         the Design     of the construction
                    Professionals            cost due upon
                                    are not intended         acceptance
                                                       third party       of Project
                                                                   beneficiaries    by Owner.
                                                                                 of this Agreement.

 8.5              In the event
            Severability. If anythat thereof
                                  portion  arethis
                                                change   orders during
                                                   Agreement    is held construction which
                                                                        as a matter of      increase
                                                                                       law to be      the
                  cost of construction
            unenforceable,  the remainderthe of
                                             total
                                                thisproject manager
                                                     Agreement       feebepayable
                                                                  shall           to Manager
                                                                           enforceable  withoutshall
                                                                                                 suchbe
                  based
            provisions.  on  the increased  cost.  In the event there are  change  orders during

  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.
11/8/99
 11/8/99


                                                        67
8.6
 8.8    Meaning   of Terms.
         Counterparts.   This References
                              Agreement made
                                          may bein executed
                                                   the singular shallorinclude
                                                            in one             the plural and the
                                                                        more counterparts,  each of
        masculine   shall include the femininebut
                                                or all
                                                   theof
                                                       neuter.
                                                         whichSection
         which shall  be deemed   an original,                  togetherheadings  or captions are for
                                                                          shall constitute but one and
        reference
         the same only  and are not a part of this Agreement and do not in any way limit or
                   instrument.
        amplify the terms and provisions of this Agreement.
 8.9   Legal Advice; Natural Interpretation. Each party has received independent legal advice
8.7 Notices.
        from its attorneys with respect to the advisabilility of executing this Agreement. The
       provisions of this Agreement shall be construed as to their fair meaning, and not for or
        againstAddresses.
       A.                   Any notice,
                any party based     upon anyrequest,   demand,
                                                 attribution      consent, approval or other
                                                              to such  party as the source of the language in
               communication
        question.                 (hereafter    "notice")  required   or permitted shall be validly given or
               made only if in writing and delivered (i) in person to an officer or duly authorized
               representative
 8.10 Relationship   of Parties.ofThe
                                    the parties
                                         other party,
                                                  agree(ii) bytheir
                                                         that   telegram or telecopy, (iii) by express
                                                                     relationship is that of project manager
               courier
        and owner    andservices,   or (iv)
                         that, except       deposited in the United States mail, duly certified or
                                         as expressly   provided, nothing shall constitute either party the
               registered
        agent or           (return receipt
                  legal representative        requested)
                                          of the  other forwith
                                                             anythe   postage prepaid, and addressed to the
                                                                   purpose  whatsoever, nor shall this
               party be
        Agreement     fordeemed
                          whom intended,       as follows:
                                   to create any    form of business organization between the parties,
        nor is either party granted any right or authority to assume or create any obligation or
        responsibility  on behalf of the other CCNG
               If to Manager:                               Development Company, L.P.
                                                    party, nor  shall either party be in any way liable for
        any debt of the other.                      Attn: Daniel    Porter
                                                    98 San Jacinto Blvd., Suite 1730
 8.11 Exhibits. All references to exhibits or externalTX
                                                    Austin,       78701
                                                                documents    made in this Agreement are
        deemed incorporated in this Agreement,      FAX:   512-476-6890
                                                         whether    or not actually attached.
              With
 8.12 Waiver of     copiesThe
                 Breach.                     David B. Armbrust
                            to: consent by one party to any act by the other for which such
                                             Armbrust Brown & Davis, L.L.P.
       consent was required shall not be deemed    to imply consent for the same or any similar
                                             100 Congress Avenue, Suite 1300
       acts in the future. No waiver or consent  shall be implied from silence or any failure of a
                                             Austin, TX 78701
       party to act, except as otherwise specified  in this Agreement. All rights, remedies,
                                             FAX: 512-435-2360
       undertakings, obligations, options, covenants,   conditions and agreements contained in
       this Agreement shall be cumulative and no one of them shall be exclusive of any other.
              If to Owner:                   Lower Colorado River Authority
 8.13 Manager's Designation of Agent. Manager,Karen
                                             Attn:          Bondy, WaterCo Chief Engineer
                                                     upon written   notice to Owner, may designate
                                             3701  Lake   Austin
       an agent to carry out Manager's duties under this Agreement.Blvd.
                                             Austin, TX 78703
                                             FAX:
       This Agreement is executed as of the day and  473-6722
                                                        year first written above.
                 With copies to:                   Madison Jechow
                                                   do Lower Colorado River Authority
                                                   FAX: 473-4010
                                                  MANAGER
                 Any party may, from time to time, by written notice to the other, designate a
                 different address which shall be   substituted
                                                  CCNG          for that specified above.
                                                          DEVELOPMENT         COMPANY, L.P.
                                                  a Texas limited partnership
            B.   Receipt. All notices shall be deemed effective upon receipt. If personally
                 delivered or by express courier service, notices shall be deemed received upon
                                                  By: CCNG, Inc., General Partner
                 actual receipt. If any notice is sent by domestic United Sates mail, the same shall
                 be deemed fully delivered and received three (3) business days after the date of
                 the postmark on the certified or registered mail receipt. Rejection or1717-qf
                                                                                          other refusal
                                              4-
                 to accept a notice or the inability to=463
                                                          *  4714--
                                                        deliver the same because of a change address
                                                  Daniel B. Porter                       Date
 11 /8/99        of which not notice was given shall be deemed to be receipt of the notice sent.
 11/8/99

                                                     8
                                                     7
8.8    Counterparts. This Agreement mayPresiden
                                           be executed     one CEO
                                                      t inand  or more counterparts, each of
       which shall be deemed an original, but all of which together shall constitute but one and
       the same instrument.              OWNER

8.9                                        THEEachLOWER    COLORADO      RIVER AUTHORIT       Y
       Legal Advice: Natural Interpretation.        party has  received independent  legal advice
                                           By.
       from its attorneys with respect to the advisabilility of executing this Agreement. The
       provisions of this Agreement shall be construed as to their fair meaning, and not for or
                                           air
       against any party based upon any attribution to such party as the source 2,ZA/ov
                                                                                 of the language in
                                            j„ 40.                                        Date
       question.
                                              anager, WaterCo.
8.10 Relationship of Parties. The parties agree that their relationship is that of project manager
      and owner and that, except as expressly provided, nothing shall constitute either party the
       agent or legal representative of the other for any purpose whatsoever, nor shall this
       Agreement be deemed to create any form of business organization between the parties,
      nor is either party granted any right or authority to assume or create any obligation or
       responsibility on behalf of the other party, nor shall either party be in any way liable for
       any debt of the other.

8.11 Exhibits. All references to exhibits or external documents made in this Agreement are
       deemed incorporated in this Agreement, whether or not actually attached.

8.12 Waiver of Breach. The consent by one party to any act by the other for which such
      consent was required shall not be deemed to imply consent for the same or any similar
      acts in the future. No waiver or consent shall be implied from silence or any failure of a
      party to act, except as otherwise specified in this Agreement. All rights, remedies,
      undertakings, obligations, options, covenants, conditions and agreements contained in
      this Agreement shall be cumulative and no one of them shall be exclusive of any other.

 8.13 Manager's Designation of Agent. Manager, upon written notice to Owner, may designate
       an agent to carry out Manager's duties under this Agreement.

       This Agreement is executed as of the day and year first written above.




                                             MANAGER

                                             CCNG DEVELOPMENT COMPANY, L.P.
                                             a Texas limited partnership

                                             By: CCNG, Inc., General Partner



                                             Daniel B. Porter                       Date
 11 /8/99
1 1 /8/99

                                                8
                                               9
            ..~


                  President and CEO

                  OWNER

                  THE LOWER COLORADO RIVER AUTHORITY




                                                       .~


1 1 /8/99


                     9
EXHIBIT 4.03
EXHIBIT 4.03




               •
                                        EXHIBIT 4.03
                                       November 11, 1999

•   All treatment basins, tanks, and units will constructed below natural grade to the extent
    reasonable and good faith efforts will be made to limit the top of the treatment units to three
    (3) feet about natural ground.
•   Mechanical equipment will be fully enclosed or submerged and all reasonable methods to
    suppress plant noise will be incorporated into the plant design.
•   LCRA will cooperate with the golf course operator in an effort to ensure that sludge hauling
    activities will be accomplished during off-peak hours of course operation. Access for sludge
    hauling shall be provided in a way to minimize its impact upon the golf course and
    surrounding areas.
•   The plant design will incorporate state of the art odor control methods that include chemical
    additions at lift stations and or carbon absorption, bio filters or scrubbers at the head works of
    the plant.
•   CCNG shall have the right to request and fund the construction of a cover and vent system for
    the aeration basins. LCRA shall cooperate with the design of the cover and at CCNGs
    request shall include the construction of the cover as an alternate bid item.
•   The plant headworks shall be enclosed in a vented structure designed for odor control.
•    Strict construction limits will be established to limit site disturbance. Construction activities
    will be diligently pursued to completion. A temporary fence, of reasonably acceptable
     appearance, will be erected and access to the site for construction and maintenance will be
     limited to one point of ingress and egress. An existing plant site material survey will be
     conducted prior to the disturbance of any ground and to the extent reasonably practical
     existing vegetation shall be transplanted to the perimeter of the site for screening purposes.
•    The plant site design shall strive to maximize the use of existing vegetation for screening
     purposes.
•    LCRA and CCNG shall cooperate with one another to develop a landscaping/screening plan
     which will be implemented upon completion of the facilities.
                                        EXHIBIT 4.03
                                       November 11, 1999

•   All treatment basins, tanks, and units will constructed below natural grade to the extent
    reasonable and good faith efforts will be made to limit the top of the treatment units to three
    (3) feet about natural ground.
•   Mechanical equipment will be fully enclosed or submerged and all reasonable methods to
    suppress plant noise will be incorporated into the plant design.
•   LCRA will cooperate with the golf course operator in an effort to ensure that sludge hauling
    activities will be accomplished during off-peak hours of course operation. Access for sludge
    hauling shall be provided in a way to minimize its impact upon the golf course and
    surrounding areas.
•   The plant design will incorporate state of the art odor control methods that include chemical
    additions at lift stations and or carbon absorption, bio filters or scrubbers at the head works of
    the plant.
•   CCNG shall have the right to request and fund the construction of a cover and vent system for
    the aeration basins. LCRA shall cooperate with the design of the cover and at CCNGs
    request shall include the construction of the cover as an alternate bid item.
•   The plant headworks shall be enclosed in a vented structure designed for odor control.
•    Strict construction limits will be established to limit site disturbance. Construction activities
    will be diligently pursued to completion. A temporary fence, of reasonably acceptable
     appearance, will be erected and access to the site for construction and maintenance will be
     limited to one point of ingress and egress. An existing plant site material survey will be
     conducted prior to the disturbance of any ground and to the extent reasonably practical
     existing vegetation shall be transplanted to the perimeter of the site for screening purposes.
•    The plant site design shall strive to maximize the use of existing vegetation for screening
     purposes.
•    LCRA and CCNG shall cooperate with one another to develop a landscaping/screening plan
     which will be implemented upon completion of the facilities.
EXHIBIT 5.04 (b)
EXHIBIT 5.04 (b)
                                 Exhibit 5.04(b)

      Contractor shall look solely to CCNG Development Company, L.P., for payment
of all sums due under this agreement. Nothing in this agreement shall create any
relationship between Contractor and the Lower Colorado River Authority, and the Lower
Colorado River Authority shall have no obligation to Contractor for any sums due under
this agreement.
                                 Exhibit 5.04(b)

        Contractor shall look solely to CCNG Development Company, L.P., for payment
of all sums due under this agreement. Nothing in this agreement shall create any
relationship between Contractor and the Lower Colorado River Authority, and the Lower
Colorado River Authority shall have no obligation to Contractor for any sums due under
this agreement.
EXHIBIT 7.04
..~                  ....~




      EXHIBIT 7.04
                            EXHIBITS 3.01(a) and 7.04

                           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
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         I                                                                                •    141.411111V . 1111111   !IS1t, 1998
                                                                                          . lily ul Att%iiii id% ,11.111.,
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                                                                                          rJ                                1 .


                                                                         The
Location Map                                                           Nature
                                                                        conservancy
                                                                            FPxas     0       1.5 3 Miles

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                                                                                                                             J
                                       EDIT B

       CONDITIONS FOR EFFLUENT IRRIGATION ON GOLF COURSES

To the extent a golf course is developed on the Property, CCNG Development ("CCNG")
agrees to prepare and implement a Golf Course Management Plan (the "Plan") to include
the following components and criteria:

1) Buffer Zones — The following specific requirements shall be included in the Plan:

    a) A minimum buffer zone of 1000 feet shall be provided from the centerline of
        Little Barton Creek to any portion of the golf course or other areas irrigated with
        effluent, except for a minimum buffer of 500 feet from those specific sites
        identified on Exhibit B-I.
    b) A minimum buffer zone of 150 feet shall be provided from the centerline of any
        tributaries to Little Barton Creek that drain more than 64 acres to any portions of
        the golf course or other areas irrigated with effluent, except where the width of
        such buffer zone would materially interfere with CCNG's golf course design in
      . which case such buffer zone may be a minimum of 100 feet. Encroachments into
        the buffer zone along the tributaries may be allowed based upon a water quality
        mitigation plan agreeable to both CCNG and the City.
    c) The designated buffer zones along Little Barton Creek and the buffer zones along
        its tributaries shall be maintained:
        i)       free of effluent irrigation, except normal drift caused by weather
                 conditions;
        ii)      free of fertilizers; and
        iii)     free of pesticides

2) Irrigation Management Plan Goal: To irrigate effluent water such that effluent
    irrigation runoff to Little Barton Creek and its tributaries is prevented and to reduce
    subsurface losses of nutrients and pesticides. Irrigation management will be based on-
    a water budget, and weather conditions and soil moisture data obtained by CCNG's
    on-site weather station.

   a) The following irrigation management components shall be included in the plan:

       i)     Water budget to incorporate g_water inputs, such as effluent, raw water,
              and rainfall for a reliable irrigation plan.
              Total storage capacity, including design freeboard, shall provide a
              minimum of 50 days storage with 150 acres of irrigation area. In the event
              additional irrigation area is available the total storage requirement,
              including design freeboard, shall be 1) based on a water balance and
              storage calculation that accounts for an average five-day antecedent
              infiltrated rainfall condition in the water needs and 2) includes an
              additional 25 percent safety factor on the storage requirement.
            iii)  On site weather station to measure rainfall, temperature, wind conditions
                                           EDIT
                  and soil moisture in order             B evaportranspiration.
                                               to determine
          iv)     Water Quality Management Zones established based on turf and plait type
        CONDITIONS        FOR
                  and soils, withEFFLUENT         IRRIGATION
                                   specific irrigation              ON GOLF
                                                       strategies specific to the COURSES
                                                                                    zone
          v)      Irrigation strategies to account for both the turf and plant growing season
To the extent a golf
                  and course
                       dormantisseason
                                 developed    on thequality
                                        and water     Property,  CCNG
                                                            manageme      Development ("CCNG")
                                                                      nt zones.
agrees to prepare and implement a Golf Course Management Plan (the "Plan") to include
the following components
      b) The following       and requiremen
                         specific criteria: ts shall be included in the Plitt:

1) Bufferi)Zones acceptanc
                       — The following
                                     e of no specific
                                                more than requirements
                                                              400,000 gallons shall be
                                                                                     perincluded      in the Plan:
                                                                                           day of effluent,     on an
                       annual average basis, for storage or irrigation
     a) Aii)  minimum         bufferof
                       a minimum         zone
                                           150 of  1000
                                                 acres  of feet   shallarea
                                                           irrigable      be provided
                                                                              provided tofromreceive thewaste
                                                                                                          centerline
                                                                                                                water of
          Little Barton       Creek
                       effluent         to any
                                  through        portion of the golf course or other areas irrigated with
                                             irrigation
          effluent,
            iii)        except      for   a  minimum
                       effluent irrigation rate shall not  buffer
                                                                exceedof3.0500acre-feet/ac
                                                                                feet from   re those
                                                                                                per year specific sites
          identified
            iv)       noonirrigation
                              Exhibit B-I.during rain, and use of prudent judgment when rain is
    b) A minimum      pendingbuffer zone of 150 feet shall be provided from the centerline of any
          tributaries
            v)            to Little Barton
                      prohibition                Creekng
                                      of overwateri      that
                                                            or drain   moreofthan
                                                                saturation       root 64
                                                                                      zone acres    to any portions
                                                                                              to minimize     runoff of
          the golf course        or other
                      and leaching            areas irrigated with effluent, except where the width of
                                         losses
          such
            vi)   buffer    zone    would     materially
                      maintenance of irrigation facilities,  interfere including
                                                                           with CCNG's        golf course
                                                                                        structural             design
                                                                                                       integrity  of in
       . which case       such buffer
                      drainage     featureszone    may be a minimum
                                              and application     equipmentof 100 feet. Encroachments into
         thevii)buffermaximization of water efficiency bybe
                         zone    along    the  tributaries     may        allowed
                                                                       frequent      based at
                                                                                  mowing      upon     a water
                                                                                                 moderate        quality
                                                                                                              height,
         mitigation      plan agreeable
                      consistent               to both
                                     with industry       CCNG and the City.
                                                      standards
    c) The  viii)designated
                      operation  buffer    zones along
                                    of irrigation          LittletoBarton
                                                    equipment        encourageCreek   and
                                                                                   deep      thedevelopme
                                                                                          root     buffer zones    along
                                                                                                              nt and
         its tributaries      shall  be   maintained:
                      to avoid wilting and other stress conditions
         i)         free of effluent irrigation, except normal drift caused by weather
                    conditions;
 3) Nutrient Manageme           nt Plan Goal: To limit effluent, raw water and fertilizer nutrient
         ii)
      application   free
                     s to of   fertilizers;
                           levels   equal toandor less than turfgrass and vegetation nutrient uptake in
         iii)       free   of  pesticides
      order to minimize nutrient transportation via runoff; interflow, or deep percolation,
      based on best management for golf courses in environmentally sensitive areas.
2) Irrigation Management Plan Goal: To irrigate effluent water such that effluent
    irrigation     runoff to
      a) The following           Littlemanageme
                              nutrient    Barton Creek       and its tributaries
                                                      nt component                    is prevented
                                                                         s shall be included     in the and
                                                                                                         Plan:to reduce
    subsurface losses of nutrients and pesticides. Irrigation management will be based on-
    a wateri) budget,       and budget
                     Nutrient      weather  to conditions
                                               account for and      soilconstituent
                                                              nutrient    moisture sdata      obtained
                                                                                         in effluent,      by CCNG's
                                                                                                        fertilizers,
    on-site weather  rawstation.
                            water, and rainfall
           ii)       Slow release fertilizers used to reduce nitrogen loss below the root zone
    a) The iii)following     irrigation
                     Fertilizer             management
                                   application   s at times components
                                                              and amounts shall       be included
                                                                               commensu      rate withinturfgrass
                                                                                                           the plan:
                     growth requirements based on species and cultivar, climate, soil
         i)         Water      budget
                     conditions,     andtochemical
                                             incorporate      g_water
                                                       formulatio    n inputs, such as effluent, raw water,
           iv) and   Waterrainfall   for aManagem
                                Quality      reliable irrigation
                                                        ent Zonesplan.established based on soils, turf and
                   Total
                     plant cover goals, and levelincluding
                              storage     capacity,       of use in orderdesign    freeboard,
                                                                              to plan  fertilizer andshall  provide a
                                                                                                         irrigation
                   minimum
                     applicationof  s 50 days storage with 150 acres of irrigation area. In the event
                   additional irrigation area is available the total storage requirement,
                   including
     b) The following specific      design    freeboard,
                                         requiremen    ts shallshall  be 1) based
                                                                 be included     in theon   a water balance and
                                                                                         Plan:
                   storage calculation that accounts for an average five-day antecedent
          i)       infiltrated       rainfalls condition
                    nutrient application          not to exceed  in turf
                                                                     the and
                                                                           water    needs
                                                                                plant  uptake  and    2) includes
                                                                                                  requireme    nts an
                   additional      25
                    during any season  percent    safety  factor   on   the  storage   requirement.



                                                                                                            1••••••   •••••••
             iii)     On site weather station to measure rainfall, temperature, wind conditions
                                                                 on bare soils
        ii)           and soil of
                  prohibition        chemical
                                  moisture    inapplications
                                                  order to determine evaportranspiration.
                                      and handling      of fertilizers in areas with low soil depth and
                      Water care
        iii) iv) increased      Quality    Management Zones established based on turf and plait type
                         features.
                  karstand   soils, with specific irrigation strategies specific to the zone
        iv) v) improvement            of nutrienttouptake      efficacy through selection of realistic
                      Irrigation strategies            account for both the turf and plant growing _season
                  turfgrass    goals, selection     of application rates to meet goals, use of soil and
                      and. dormant        season and water quality management zones.
                  tissue tests to direct application rates, and accounting for nutrient
                                 history or  credits (clipping     management)
       b) The application
                  following specific       requirements       shall be included in the PI& :
        v)        development of course monitoring plan to track nutrient levels
        vi)i) assessment         of potential   off-site transport prior to application
                      acceptance        of no more than 400,000 gallons per day of effluent, on an
                      annual average basis, for storage or irrigation
4) Integrated    Pest aManagement         Plan Goal: To design and implement an integrated
            ii)          minimum of 150 acres of irrigable area provided to receive waste water
    pest management       ("IPM")     component of the Plan in order to rninirnin toxic chemical
                      effluent    through irrigation
    transportation   via   runoff,   interflow,   or deep percolation, based on best management
            iii)     effluent     irrigation   rate shall not exceed 3.0 acre-feet/acre per year
              coursesno
    for golfiv)             environmentally
                        in irrigation            sensitive areas.
                                           during rain, and use of prudent judgment when rain is
                     pending
            following
    a) The v)             pesticide management          components shall be included in the plan:
                     prohibition       of overwatering or saturation of root zone to minimize runoff
                     and leaching losses
        i) vi) IPM       Plan integratedofwith     irrigation, fertilization, and cultural management
                     maintenance              irrigation facilities, including structural integrity of
                  plans
                     drainage features and application equipment
        ii) vii) Action      thresholds developed and implemented for pests below which no
                     maximization of water efficiency by frequent mowing at moderate height,
                  applications     is used, to reduce the use of pesticides
                     consistent with industry standards
        iii)viii) Pesticide     selection   using pest specific products that are less toxic, less
                     operation      of irrigation equipment to encourage deep root development          and
                  mobile,     and  less  persistent   or using alternate control strategies to reduee
                     to avoid wilting and other stress conditions
                  hazards to beneficial orgarrigimc
        iv)       Minimi7ed applications           to reduce hazards to beneficial organisms using
   3) Nutrient    Management          Plan Goal: To limit effluent, raw water and fertilizer nutrient
                                         label, chemical characteristics, site characteristics
       applications     to levelsfrom
                  information        equal  to or less than turfgrass and vegetation nutrient uptake in
        v) to Water         Quality Management Zones established based on soils, turf and
       order       minimize      nutrient transportation via runoff; interflow, or deep percolation,
                  plant   cover   goals, and level of use in order to plan pesticide applications
       based on best management for golf courses in environmentally sensitive areas.
    b) The following specific requirements shall be included in the Plan:
       a) The following nutrient management components shall be included in the Plan:
        1) i)   use of spot treatments wherever possible, rather than broadcast treatments
                   Nutrient budget to account for nutrient constituents in effluent, fertilizers,
        ii)     incorporation of pesticides into soil/turf to reduce exposure to runoff and
                   raw water, and rainfall
           ii)  enhance  adsorption
                   Slow release fertilizers used to reduce nitrogen loss below the root zone
       iii)iii) proper  equipment maintenance and calibration for all volumes of
                   Fertilizer applications at times and amounts commensurate with turfgrass
                application
                   growth requirements based on species and cultivar, climate, soil
       iv)      proper disposal of all unused chemicals and containers
                   conditions, and chemical formulation
       v) iv)   prohibition  on use of chemigation equipment
                   Water Quality Management Zones established based on soils,              turf and
       vi)      increase in care of handling of toxic chemicals in areas of low soil depth
                   plant cover goals, and level of use in order to plan fertilizer and irrigation
                    karst features
                andapplications
       vii)     selection of pesticide formulations to reduce pesticide leaching           losses
                (wettable powders,   dusts, and microgranules  are  preferred)
      b) The following specific requirements shall be included in the Plan: to local
       viii)    control    and timing of pesticide application in relation
                environmental conditions
          1)      nutrient applications not to exceed turf and plant uptake requirements
       ix)      development   of course monitoring plan to track pest infestation
                  during any season
                assessment of potential off-site transport prior to application


                                                p.,.._   — L. •                                 1••••••   Mb 41.0.0.11.

                                                     ..t.1                                   frill 1/00
        ii)       prohibition of chemical applications on bare soils
    5) Mon   itori ng Plan: The
        iii)      increased   care City or CCNGofmay
                                   and handling            implemen
                                                      fertilizers     t a mon
                                                                  in areas withitori
                                                                                 lowngsoil depth
                                                                                        plan   forand
                                                                                                    the golf
        cour  se, karst
                  coordina  ted with CCN   G's staff  to obta in quantitati4 e infomiaticut
                        features.
        the impacts of the golf course. The monitoring plan and
        iv)       improvement of nutrient uptake efficacy throughlocat            ion of of
                                                                             selection   therealistic
       devices shall be approved by CCNG and implemented
                  turfgrass goals, selection of application rates to meet withgoals,the
                                                                                     useleast-
                                                                                           of soil and _
       intetference with the normal operations of the facilities and
                  tissue tests to direct application rates, and accounting   at no costfortonutrient
                                                                                             CCNG
       installatio   n, maintena   nce,oroper ation , analysis,  repair or replacelUent, except that
                  application  history    credits (clipping   management)
       CCNG agrees to reimburse the City for 50% of the
        v)        development of course monitoring plan to track nutrient   costlevels
                                                                                   of the installation,
       maintenance, operation, analysis, repair or replacement
        vi)                                                                 of such facilities up to. a
                  assessment of potential off-site transport prior to application
       maximum of SI 0,000.00 per year. The monitoring plan
                                                                           may include monitoring of
       some comb
4) Integrated Pestinati   on of the follo
                       Management         wingGoal:
                                        Plan    featuTo
                                                      res:design and implement an integrated
    pest ma agement ("IPM") component of the Plan in order to minimize toxic chemical
       a) surface
    transportationwate   r monitori
                    via runoff,     ng up- or
                                interflow, anddeep
                                               dovk -stream of the
                                                   percolation,    golfoncour
                                                                based     bestsemanagement
                                                                                on Little Batton
           Cree k
    for golf courses in environmentally sensitive areas.
       b) nearby springs and seeps
       c) shallow grou
    a) The following    ndwatermanagement components chill be included in the plan:
                       pesticide
       d) flowing tributaries draining golf course properties
       e) tile drains from greens and fairways
        i)      IPM Plan integrated with irrigation, fertilization, and cultural management
                plans
        ii)     Action thresholds developed and implemented for pests below which no
                applications is used, to reduce the use of pesticides
        iii)    Pesticide selection using pest specific products that are less toxic, less
                mobile, and less persistent or using alternate control strategies to reduee
                hazards to beneficial organignig
        iv)     Minirni7ed applications to reduce hazards to beneficial organisms using
                information from label, chemical characteristics, site characteristics
        v)      Water Quality Management Zones established based on soils, turf and
                plant cover goals, and level of use in order to plan pesticide applications

   b) The following specific requirements shall be included in the Plan:

        1)       use of spot treatments wherever possible, rather than broadcast treatments
        ii)      incorporation of pesticides into soil/turf to reduce exposure to runoff and                   -.
                enhance adsorption
        iii)    proper equipment maintenance and calibration for all volumes of
                application
       iv)      proper disposal of all unused chemicals and containers
       v)       prohibition on use of chemigation equipment
       vi)      increase in care of handling of toxic chemicals in areas of low soil depth
                and karst features
       vii)     selection of pesticide formulations to reduce pesticide leaching losses
                (wettable powders, dusts, and microgranules are preferred)
       viii)    control and timing of pesticide application in relation to Ideal
                environmental conditions
       ix)      development of course monitoring plan to track pest infestation
       x)       assessment of potential off-site transport prior to application

                                             Page 4 of 4                                      07/12/99              Obir
5) Monitoring Plan: The City or CCNG may implement a monitoring plan for the golf
   course, coordinated with CCNG's staff to obtainquantitati4 e infomiaticut
   the impacts of the golf course. The monitoring plan and location of the
   devices shall be approved by CCNG and implexnented with the least-
   intetference with the normal operations of the facilities and at no cost to CCNG
   installation, maintenance, operation, analysis, repair or replacelUent, except that
   CCNG agrees to reimburse the City for 50% of the cost of the installation,            L
   maintenance, operation, analysis, repair or replacement of such facilities up to. a
   maximum of SI 0,000.00 per year. The monitoring plan may include monitoring of
   some combination of the following features:

   a) surface water monitoring up- and dovk-stream of the golf course on Little Batton
      Creek
   b) nearby springs and seeps
   c) shallow groundwater
   d) flowing tributaries draining golf course properties
   e) tile drains from greens and fairways


                                                                                              111111i /
                                                                                              11111111




                                                                                         -.
                                                                                                          Cre
                                                                         °




                                                                                    •_




                                    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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                                                            - -----..                                                                                                                                  description of Boothe Tract
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EXHIBIT I-B
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  EXHIBIT I-B
                         11         y
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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
                                      /   '11 /14    y
       Ryr
                 71E7:3.




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                                              4




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

                             I CCNG Tract
0 1.
                             • Other Tracts
EXHIBIT I.-C
.~




 EXHIBIT I.-C
    I//  7
     • 4-.4.
                                                                                                  •
                                                                  I.

:                                                             ELIVERY,Oi
     '
                                                            iFOR WATE
                                                                                                                                  -r 1C
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                                                              Mudge Engineering Company

                                                                                              EXHIBIT
                                                                        DELIVERY POINTS FOR VA)
                1=1
                43 0             4p
                                 FI
                   (30FILE N FEET)
                                                                       RAW WATER & EFFLUENT
                                                            1101 South Couital of Taos fighway, !holding 0, Soh 110, Austin, Texas 78746 (512) 327-9204
      EXHIBIT              l



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




      EXHIBIT I-D




                    O
)
EXHIBIT 16.16
EXHIBIT 16.16
                             MEMORANDUM OF AGREEMENT



        This Memorandum of Agreement is filed by the CCNG Development Company, LT., a
limited partnership ("CCNG") and the Lower Colorado River Authority ("LCRA").

       WHEREAS, CCNG and LCRA have heretofore entered into that certain "Utility Facilities
Acquisition Agreement between Lower Colorado River Authority and CCNG Development
Company, L.P." (the "Acquisition Agreement");

      . WHEREAS, the Acquisition Agreement provides for certain rights and duties of CCNG
and LCRA regarding the construction and acquisition of water and wastewater utility
infrastructure and provision of water and wastewater utility service to that certain real property
situated in Travis County, Texas, as more particularly described on Exhibit A hereto (the
"Property");

        WHEREAS, the Acquisition Agreement provides that the parties are to record a
memorandum of the Acquisition Agreement in the Real Property Records of Travis County,
Texas, in order to provide notice to future owners of all or any portion of the Property of the
existence of the Acquisition Agreement; NOW, THEREFORE,

       CCNG and LCRA hereby notify the public and all future owners of all or any portion of
the Property of the existence of the Acquisition Agreement. A copy of same may be obtained
from either CCNG or LCRA.


                                              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<Ost_AA4-4
       A. Discuss, consider and take action on  requests for Preliminary Finding of
       Capacity to Serve ("PFCS") or Non-Standard                  (
                                                       Service Agreements
                                          Larry Fox, PresiCi.             ("NSSA"),
       including:

ATTEST:        2.     CCNG Office Expansion Project (Lot 1, Block A) (NSSA);

             MOTION: Motion was made by Director Roberts and seconded by
           --C-
             Director Whisenant to grant request for service to CCNG for 2 water and 6
             wastewater
Ray Whisenar/t,            LUEs with
                Jr., Secretary/Tre    no Non-Standard Service Agreement (See Exhibit S).
                                  \asOrer
                                  •



               The vote was taken with the following result:

               Voting Aye: Directors Fox, Roberts, Whisenant, and Goodwin
               Voting Nay: None
               Absent: Director Murphy

        H. Discuss, consider and take action on negotiation and preparation of a contract
        for operations and customer services.

               MOTION: Motion was made by Director Roberts and seconded by Director
               Whisenant to move forward with the Request for Proposals to be
               submitted to Severn Trent and US Waters and to adopt the revised
               RFQ/RFP schedule.

               The vote was taken with the following result:

               Voting Aye: Directors Fox, Roberts, Whisenant, and Goodwin
               Voting Nay: None
                                           12
                                           11

4417191.3
            Absent: Director Murphy
X.     ADJOURNMENT


             MOTION: Motion was made by Director Whisenant and seconded by
             Director Roberts to adjourn the meeting at 1:50 p.m.

             The vote was taken with the following result:

             Voting Aye:    Directors Fox, Whisenant, Roberts, and Goodwin
             Voting Nay: None
             Absent:     Director Murphy



PASSED AND APPROVED this                 day of   41   .7         , 2014.




                                            Larry Fox, Presi



ATTEST:




 a Wh senap , Jr., Secretary/Tr    rer




                                           12

4417191.3
EXHIBIT 5
                                                              1


 1                        REPORTER'S RECORD
                        VOLUME 1 OF 1 VOLUME
 2             TRIAL COURT CAUSE NO. D-1-GN-14-000163
                COURT OF APPEALS NO. 03-16-00521-CV
 3
 4   CCNG DEVELOPMENT COMPANY,    ) IN THE DISTRICT COURT
     L.P.                         )
 5                                )
           Plaintiff              )
 6                                )
     VS.                          )
 7                                )
                                  )
 8   WEST TRAVIS COUNTY PUBLIC    )
     UTILITY AGENCY, LOWER        ) TRAVIS COUNTY, TEXAS
 9   COLORADO RIVER AUTHORITY,    )
     and LARRY FOX, MICHAEL       )
10   MURPHY, RAY WHISENANT,       )
     BILL GOODWIN, and SCOTT      )
11   ROBERTS, each in his         )
     official capacity as a       )
12   director of the WEST         )
     TRAVIS COUNTY PUBLIC         )
13   UTILITY AGENCY,              )
                                  )
14         Defendants.            ) 345TH JUDICIAL DISTRICT
15
       -------------------------------------------------
16

17                 HEARING ON MOTION TO REINSTATE

18
       --------------------------------------------------
19

20         On the 5th day of August, 2016, the following

21 proceedings came on to be heard in the above-entitled

22 and numbered cause before the Honorable Scott H.

23 Jenkins, Judge presiding, held in Austin, Travis County,

24 Texas;

25         Proceedings reported by machine shorthand.
                                                          2


 1                    A P P E A R A N C E S

 2
     FOR THE PLAINTIFF:
 3
          DOUG KILDAY
 4        SBOT NO. 00787834
          GRAVES, DOUGHERTY, HEARON & MOODY
 5        401 Congress Avenue, Suite 2200
          Austin, Texas 78701
 6        (512) 480-5680

 7

 8 FOR DEFENDANTS WEST TRAVIS COUNTY PUBLIC UTILITY AGENCY,
   LARRY FOX, MICHAEL MURPHY, RAY WHISENANT, BILL GOODWIN
 9 AND SCOTT ROBERTS, EACH IN HIS OFFICIAL CAPACITY AS
   DIRECTOR OF THE WEST TRAVIS COUNTY PUBLIC UTILITY
10 AGENCY:

11        JAMES F. PARKER, III
          SBOT NO. 24027591
12        LLOYD, GOSSELINK, ROCHELLE & TOWNSEND
          816 Congress Avenue, Suite 1900
13        Austin, Texas 78701
          (512) 322-5878
14

15
     FOR DEFENDANT LOWER COLORADO RIVER AUTHORITY:
16
          JAMES N. RADER
17        SBOT NO. 16452570
          LOWER COLORADO RIVER AUTHORITY
18        P.O. Box 220
          Austin, Texas 78767
19        (512) 578-3559

20

21
22
23

24

25
                                                              3


 1                          I N D E X

 2                           VOLUME 1

 3             MOTION ON HEARING FOR REINSTATEMENT

 4                       AUGUST 11, 2016

 5
                                                Page     Vol.
 6
     Announcements..........................         4    1
 7
     Argument by Mr. Kilday.................         5    1
 8
     Argument by Mr. Parker.................         8    1
 9
     Comments by Mr. Rader..................     13       1
10
     Further Argument by Mr. Kilday.........     15       1
11
     Court's Ruling.........................     16       1
12
     Adjournment............................     18       1
13
     Court Reporter's Certificate...........     19       1
14

15

16

17

18

19

20
21

22
23

24

25
                                                                 4


 1                          PROCEEDINGS

 2                  THE COURT:    We're on the record in Cause

 3 No. GN-14-163, CCNG Development Company, LP vs. West

 4 Travis County Public Utility Agency and the Lower

 5 Colorado River Authority.      Would you announce your

 6 presence for the record, please, beginning with counsel

 7 for plaintiff.

 8                  MR. KILDAY:   Good morning, Your Honor.

 9 Doug Kilday with Graves, Dougherty, Hearon & Moody on

10 behalf of the plaintiff.

11                  MR. PARKER:   Good morning, Your Honor.

12 James Parker for West Travis County Public Utility

13 Agency and its directors who are sued in their official

14 capacities.

15                  MR. RADER:    James Rader for the Lower

16 Colorado River Authority.

17                  THE COURT:    All right.   Counsel, you're

18 set today on a simple motion, what appeared to be a

19 simple motion, until I tried to speed-read this filing

20 that came in late yesterday from one of the defendants.

21 This came to me off the central docket this morning,

22 very little notice.    You're set on the 15-minute rocket

23 docket.   You have seven minutes a side.      You may share

24 your time if you wish.     That gives me one minute to give

25 you the answer.    I will hold you to that because I have
                                                                  5


 1 a string of cases under advisement that are ahead of

 2 you, so I'm sure you can understand that I need to

 3 attend to that.

 4                  With that, it's your motion.    I see that

 5 it was a simple DWOP'd case.       It was on the DWOP docket.

 6 You now wish to reinstate it.       I sped-read your motion.

 7 You can save part of your seven minutes to rebut the

 8 other side if you wish.       Hopefully you've already

 9 sped-read their response and you can start to address

10 that.     I'll keep track of your time.    And you may

11 proceed.

12                  MR. KILDAY:    Thank you, Your Honor.   Our

13 motion is very simple, as you pointed out.       This case

14 was inadvertently dismissed on July 11th.       This cause

15 was included on a blanket order with many other cases.

16 We first received notice that this was even contemplated

17 11 days thereafter on the 20 -- whatever.       Just last

18 week we learned that the case had been dismissed.        There

19 was no prior notice that it had been placed on the DWOP

20 docket.

21                  THE COURT:    Do you see them even fighting

22 that part of your motion or are they really -- is their

23 only fight that I shouldn't allow it to be reinstated

24 because it's a moot matter?       Is that the only opposition

25 you sense from the other side?
                                                                6


 1                MR. KILDAY:   I believe that's correct.

 2 I'm told by Mr. Rader that the LCRA does not oppose our

 3 motion.   The PUA does oppose our motion on the grounds

 4 you've just set forth, so I'll move quickly to address

 5 that.

 6                This is a case that's been pending for two

 7 and a half years.   It's been in active negotiation.       The

 8 record includes 22 Rule 11 agreements where we have

 9 extended deadlines at their request to respond to

10 discovery while we have worked very actively and very

11 hard to try to get this case resolved.     And there are

12 certain matters pleaded -- if I may approach.

13                THE COURT:    No, it's too late for that.

14 They asked for that ahead of the hearing.     Just tell me

15 what you want to tell me.

16                MR. KILDAY:   Okay.

17                THE COURT:    And then I'll gather it at the

18 end and I'll listen to this other case.

19                MR. KILDAY:   In essence, we are seeking --

20 in our claim we are seeking reimbursement of some

21 expenses we incurred to install infrastructure out at

22 the Spanish Oaks development near Bee Cave.     We're also

23 seeking service to be provided for water and wastewater

24 for the residents out there.    Those are the two

25 essential claims that we are making.     We're also seeking
                                                                7


 1 declaratory relief and injunctive relief.

 2                  Since the lawsuit was filed and during the

 3 negotiations, a number of additional tracts had come to

 4 the point where reimbursements were owed on those tracts

 5 as well, but because we were negotiating, they were

 6 never added to the pleading.

 7                  Yesterday afternoon on the eve of this

 8 hearing, two checks were sent to me for the principal

 9 amount owed on the two tracts that are discussed in the

10 pleading.     No interest was included.   No attorneys' fees

11 were included.     Those are still active pleadings that we

12 are seeking relief for in this lawsuit.

13                  In addition, the declaratory relief

14 potentially could be case dispositive for the other

15 tracts.     And those have been unaddressed by the Court

16 and are unaddressed by the mailing I received yesterday.

17 The injunctive relief is also still a live pending

18 action before the Court that has not been addressed

19 either by the Court or by Mr. Parker's letter yesterday

20 afternoon.

21                  So we would respectfully request that the

22 Court reinstate this case to correct a clerical error,

23 the error being no notice was apparently sent to any of

24 us that this case had been placed on the DWOP docket and

25 reinstate the case.     And as the Court may be aware, they
                                                                8


 1 have plenty of remedies to address any of their

 2 substantive issues about summary judgment or about

 3 dismissal or plea to the jurisdiction.      Those can all be

 4 brought to the Court's attention and addressed, and we

 5 would have plenty of responses to those arguments, but

 6 we would need more than 15 minutes to address that.

 7 Today all we're seeking is correct this error and

 8 reinstate the case.   And I'll be happy to respond to any

 9 of their arguments on rebuttal.

10               THE COURT:    Because you'd like an

11 opportunity to make a more ample response, which you've

12 tried to do orally briefly here today to this

13 200-and-some-odd-page filing that came in yesterday in

14 response to your motion to reinstate.

15               MR. KILDAY:    Of course, Your Honor.

16               THE COURT:    I understand.

17               MR. KILDAY:    Thank you, Your Honor.

18               THE COURT:    All right.   Your turn.

19               MR. PARKER:    Thank you, Your Honor.    The

20 case has been dismissed.    It is a dead case.   And so in

21 order to reinstate the case, the Court would have to

22 extend its jurisdiction over it.    And the Court has no

23 subject matter jurisdiction because the case has been

24 entirely mooted.

25               THE COURT:    And how can I tell that today
                                                                    9


 1 on this record today without giving them an opportunity

 2 to make any response to your argument that it's moot?

 3                MR. PARKER:     On the record today, the

 4 Court needs to only look at the amended petition, which

 5 was the amended petition, the live pleading, when it was

 6 dismissed, and then the evidence on record.       And it's

 7 not contested --

 8                THE COURT:    But what I'm saying is they

 9 need to have an opportunity to respond to the evidence

10 on record.   I respect that.    I don't mean to give you a

11 hard time.

12                MR. PARKER:     Sure.

13                THE COURT:    It may be when they have an

14 opportunity to respond to your 215-page filing last

15 night, they might be able to raise a fact question that

16 essentially shows that it's not entirely moot.         He says

17 there's also declaratory relief they're seeking, there's

18 injunctive relief they're seeking, so it's not simply a

19 matter of payment of money owed.       Those are two

20 arguments that would maybe negate the mootness argument.

21                But even if it's a money owed case, surely

22 you would understand that I'd want to give them an

23 opportunity to respond to your 200-and-some-odd-page

24 filing before we decide, no, we're not going to

25 reinstate this, case over.
                                                                  10


 1                  MR. PARKER:   And I understand that,

 2 Your Honor.    In fairness, my response is only five

 3 pages.   195 pages of it is the contract, which is in

 4 evidence to demonstrate to the Court -- it's a very long

 5 contract.     And nowhere in that 195 pages is there any

 6 entitlement under the contract to attorneys' fees or

 7 interest.

 8                  THE COURT:    Have they sought declaratory

 9 relief in their petition?

10                  MR. PARKER:   They have, although it is

11 purely derivative of their claim for the money and the

12 service, which has been extended.

13                  THE COURT:    Have they also sought

14 injunctive relief in their petition?

15                  MR. PARKER:   Yeah, it's entirely

16 derivative of the payment and the service.      The payment

17 has been made.    The service has been extended.       There

18 is -- there are three claims.      A payment for 552,000;

19 that was paid.    A payment for 583,000; that was paid.

20 Service on an office building; that was done back in

21 April of 2014.    What they want --

22                  THE COURT:    So what injunctive relief are

23 they asking for that's derivative?

24                  MR. PARKER:   To stop not giving us service

25 is the injunctive relief that they are asking for.
                                                                  11


 1                THE COURT:    Oh, they want to be able to

 2 get injunctive relief that allows them to cut off your

 3 service?

 4                MR. PARKER:    No, no.   We provide service

 5 to them.

 6                THE COURT:    Ah, backwards.

 7                MR. PARKER:    And so they apply for service

 8 and we extend the service.

 9                THE COURT:    They want to prevent you from

10 cutting off their service.

11                MR. PARKER:    No, they want new service.

12                THE COURT:    Okay.

13                MR. PARKER:    They want a mandatory

14 injunction to force us to give them service.

15                THE COURT:    That's the problem with these

16 15-minute dockets.     You know, if you've got a complex

17 case, you can't really wrap your head around, you know,

18 all the nuances.     Apparently LCRA sold to you some part

19 of the LCRA's service that existed previously.     That's

20 as far as I got into this.

21                MR. PARKER:    And I'll make it real simple,

22 Your Honor.   Everything in their first amended

23 petition -- and they say this in their response.        What

24 they want to do -- everything in the first amended

25 petition is dead.     They've got their first amended
                                                                 12


 1 petition.     And again, this is their response.     They say

 2 they're going to promptly file a second amended

 3 petition.

 4                  THE COURT:    This is their response to

 5 what?

 6                  MR. PARKER:    I'm sorry.   This is their

 7 motion to reinstate.    And what they want to do is they

 8 want to take the cause number of this case and then

 9 everything under the cause number just go

10 (demonstrating) and have an entirely new pleading

11 leaving only the cause number, well, so, as Mr. Kilday

12 said, they can rush to a trial that they want in October

13 with entirely new allegations that haven't even been

14 pleaded yet.

15                  THE COURT:    Oh, no judge is going to let

16 them do that.     You'll probably get a motion for

17 continuance granted if you've got new allegations, new,

18 you know --

19                  MR. PARKER:    I would suggest, Your

20 Honor --

21                  THE COURT:    -- new damages, all of that.

22                  MR. PARKER:    They have 100 percent new

23 allegations.

24                  THE COURT:    Okay.

25                  MR. PARKER:    Everything in this dismissed
                                                                  13


 1 case is dead.   It's moot.

 2                 THE COURT:    So what they need to do, you

 3 would say, is just file a new lawsuit.

 4                 MR. PARKER:    Yes, Your Honor.    Walk

 5 downstairs to the district clerk's office.        That's how

 6 we do it every day.   Don't reinstate this case.        It's

 7 moot.   There's no case in controversy.     The Court

 8 doesn't have subject matter jurisdiction, and it

 9 shouldn't exercise subject matter jurisdiction over a

10 case that doesn't have it.

11                 THE COURT:    Anything else I need to

12 understand?

13                 MR. PARKER:    No, thank you, Your Honor.

14                 THE COURT:    All right.   Mr. Rader, I think

15 you said before we went on the record you didn't have

16 anything -- you didn't care one way or the other or you

17 were not going to take a formal position.

18                 MR. RADER:    Let me just say that, because

19 as of yesterday, I had -- well, I saw the pleadings from

20 the West Travis County Public Utility Agency at the same

21 time everybody else did.      So I'm not disagreeing with

22 their pleadings either.      Originally I did tell

23 Mr. Kilday that I didn't oppose the motion to reinstate.

24 The only thing I'd ask the Court to consider if you're

25 going to re -- if it is going to be reinstated, that
                                                                 14


 1 they be -- that some kind of alternative dispute

 2 resolution process be ordered as well, and I think that

 3 may be in the local rules.

 4                 THE COURT:   Well, that's not in front of

 5 me today, but you'd like that.       You're indicating that

 6 you'd like everybody to sit down at the mediation table

 7 and see if they could resolve it.

 8                 MR. RADER:   Yes, Your Honor.    We've had

 9 numerous, numerous over the last few years settlement

10 discussions and off-channel discussions as well, and it

11 might very well be helpful in my opinion.

12                 THE COURT:   And you have not had a

13 mediator be involved in this to date?

14                 MR. RADER:   Not -- no, we have not.

15                 THE COURT:   Okay.    Well, you're all here

16 today.   You ought to think about that because I think

17 your clients could benefit from that.       Not only -- even

18 if they don't settle the entire case, frequently

19 mediators can settle the process and have you agree upon

20 a process that saves your clients money by which you can

21 more expeditiously resolve disputes as they exist now

22 and as they might come up, because your position is this

23 is a placeholder for new allegations.       I understand.

24 Okay.    Thank you.   Good idea.

25                 MR. RADER:   That's all I have, Your Honor.
                                                               15


 1                  THE COURT:    Your response.

 2                  MR. KILDAY:   Yes, Your Honor, just very

 3 quickly.    Mr. Parker has asserted that this is a dead

 4 case, and that's simply not true.

 5                  THE COURT:    Well, what he's saying is that

 6 you're basically taking this vehicle, this shell of a

 7 cause number, and you've now filled it with completely

 8 new allegations and complaints.

 9                  MR. KILDAY:   They're not new --

10                  THE COURT:    And his other argument is the

11 declaratory judgment action and the injunctive relief

12 are all derivative.     Those are his best arguments.

13                  MR. KILDAY:   And I'm glad we have a record

14 for that because in the event there is a dismissal here,

15 I want to use those words to ensure there's no argument

16 of res judicata or collateral estoppel on the other

17 tracts, so I'm very relieved we have a record here

18 today.     We would dispute that if we end up with a

19 dismissal sticking here today, but that is our concern.

20                  We have claims that are unadjudicated for

21 declaratory relief.     We have claims that are

22 unadjudicated for injunctive relief.      We have claims

23 that are unadjudicated for attorneys' fees and interest.

24 Mr. Parker has attached the contract, and he has

25 asserted there is no contractual basis for a claim for
                                                                   16


 1 interest.     And Section 10.02(b) of the contract, which

 2 he has included in the record, has a very specific

 3 provision entitling us to interest.

 4                  THE COURT:    So you still have a dispute

 5 about interest.

 6                  MR. KILDAY:    We still have a dispute about

 7 interest, attorneys' fees, declaratory and injunctive

 8 relief.     And yes, we do intend to insert tracts that

 9 were not part of our pleading into this cause of action.

10 They are well aware of that because we've been

11 negotiating over all of that and more over the last

12 couple of years.     And if they don't want an October

13 trial setting, we won't have one.       I've urged one

14 because I know the old practice here in Travis County

15 district court is if there's a DWOP docket and you want

16 it reinstated, you need a fast-track trial setting.

17 We're agreeable to that.       If the defendants are not

18 agreeable to that, we will work with them to find

19 another trial date.     And that's why we've submitted two

20 different proposed forms of order, one with an October

21 trial date, one with no trial date.         And whichever one

22 the Court chooses to sign, we are okay with that.          Thank

23 you very much, Your Honor.

24                  THE COURT:    All right.    That completes our

25 record.     Thank you all, Counsel.
                                                               17


 1                 I am going to grant the motion for new

 2 trial and to reinstate.     This is without prejudice, of

 3 course -- jurisdictional arguments can always be raised,

 4 so it's without prejudice to your opportunity to

 5 continue to argue or reargue, urge in a different

 6 hearing a motion to dismiss for lack of jurisdiction

 7 because the case is moot.     It appears to me based on

 8 this brief argument you have now, given the interest

 9 arguments, given the attorneys' fees arguments,

10 regardless whether injunctive relief and declaratory

11 relief is derivative, those two issues alone would cause

12 the case to survive as to those remaining claims for

13 damages.

14                 So I'm reinstating the case.   I try to be

15 transparent about my thoughts so that you understand

16 what I'm thinking, for better or worse, or that I am

17 thinking and listening to you.     And so I am going to

18 reinstate the case without a trial date.     And I know all

19 of you and all your firms, and so I know that you'll

20 work collaboratively to reset this trial -- or to set

21 this trial at a date that's merciful for all of you and

22 your clients.

23                 Would you like to go off the record and

24 chat about mediation for a minute?     May we do that?    Is

25 that okay?   Or do you want to stay on the record about
                                                              18


 1 that?

 2                MR. PARKER:    No, Your Honor, we can go

 3 off.

 4                THE COURT:    Great.   That concludes our

 5 record.   Thank you.

 6                   (End of proceedings)
 7

 8

 9

10
11

12

13

14

15

16
17

18

19

20

21

22
23

24

25
                                                            19


 1                    REPORTER'S CERTIFICATE

 2 THE STATE OF TEXAS   )

 3 COUNTY OF TRAVIS     )

 4                    I, Chavela V. Crain, Official Court

 5 Reporter in and for the 53rd District Court of Travis

 6 County, State of Texas, do hereby certify that the above

 7 and foregoing contains a true and correct transcription

 8 of all portions of evidence and other proceedings

 9 requested in writing by counsel for the parties to be

10 included in this volume of the Reporter's Record, in the

11 above-styled and numbered cause, all of which occurred

12 in open court or in chambers and were reported by me.

13      I further certify that this Reporter's Record of

14 the proceedings truly and correctly reflects the

15 exhibits, if any, offered in evidence by the respective

16 parties.   I further certify that the total cost for the

17 preparation of this Reporter's Record is $86.50 and will

18 be paid by counsel for Defendants West Travis County

19 Public Utility Agency and its directors who are sued in

20 their official capacities.

21      WITNESS MY OFFICIAL HAND this the 12th day of

22 August, 2016.

23      /s/ Chavela V. Crain
        Chavela V. Crain, CSR, RDR, RMR, CRR
24      Texas CSR 3064, Expiration Date: 12/31/2017
        Official Court Reporter, 53rd District Court
25      Travis County, P.O. Box 1748
        Austin, Texas 78767   (512) 854-9322         *
EXHIBIT 6
                                                                              Filed in The District Court
                                                                               of Travis County, Texas

                                                                                   AUG 0 5 2016 SC-
                                CAUSE NO. D-1-GN-14-000163                  At        /0' 60 KM.
                                                                            Velva L. Price, District Clerk
CCNG DEVELOPMENT CO., L.P.,                         IN THE DISTRICT COURT OF
                   Plaintiff,

vs.

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

         ORDER GRANTING PLAINTIFF'S MOTION FOR NEW TRIAL AND
                     MOTION TO REINSTATE CASE

       On August 5, 2016, came on to be heard Plaintiffs' Motion for New Trial and Motion to

Reinstate, and the Court, having reviewed the motion, the pleadings, the evidence and arguments

presented, and having heard the arguments of counsel, is of the opinion that there is good cause

to grant Plaintiffs' Motion for New Trial and Motion to Reinstate. It is accordingly

       ORDERED that Plaintiffs' Motion for New Trial and Motion to Reinstate is hereby

GRANTED and that this case is hereby REINSTATED on the court's active docket.

       SIGNED this 5th day of August, 2016.
EXHIBIT 7
Kilday, Doug

From:                              Kilday, Doug
Sent:                              Monday, August 08, 2016 11:46 AM
To:                                'Jose de la Fuente'
Cc:                                Karen Mallios; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader@LCRA.ORG;
                                   Lein, David; David Klein; James Parker; Christie Dickenson; Catherine Daniels; Lissette
                                   Ruiz
Subject:                           RE: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA



Joe —

Thank you for your email. Several points in response:

1. Even the partial payments you have been discussing have not yet been paid to CCNG. The PUA's bank is telling CCNG
this morning that there are not sufficient funds in the PUA's bank account to allow it to honor either of the checks that
were sent to my office last Thursday afternoon. CCNG attempted to deposit both checks at CCNG's bank on Friday
afternoon. It appears that your firm's representations to the Court on Thursday and Friday about having "paid" the
principal amounts owed for Los Robles and Spanish Oaks Section 1 (without required amounts for interest or attorneys'
fees) were not accurate. To date, zero has been paid. Please let me know whether the PUA will immediately replenish
its own bank account so these checks can be honored by your client's bank, or whether these two hot checks will simply
bounce.

2. Even if the checks are honored by the PUA's bank, zero cents on the dollar have been paid for CCNG's attorneys' fees,
which have been substantial, That is an unpaid and not-yet-adjudicated claim in our lawsuit. We intend to pursue that
claim until it is paid. That has always been our intent.

        [NOTE: Mr. Parker misrepresented to the Court on Friday that the only authority cited in our pleading for an
        award of attorneys' fees was Chapter 38 of the Civil Practice & Remedies Code. That was simply
        false. Paragraph 65 of our pleading plainly refers to both Chapter 37 and 38, i.e., the Declaratory Judgment
        statute and the separate Attorneys' Fees statute. Fees are owed to CCNG under both chapters.]

3. Your client and your firm are both well aware of the broader conversation that has been negotiated over these last
two-and-a-half years regarding many phases within the CCNG Tract. We were discussing a $4.3 million resolution to a
problem that involves many phases within the CCNG Tract. After 2 & 1/2 years of meticulous, multi-party negotiations
and what appeared to be a final meeting of the minds, the PUA abruptly changed course and reneged on several
fundamental issues. As we have discussed, the Reimbursable Costs on several other phases/tracts have come due
during our discussions. We have presented those for payment. It took 6 & 1/2 years for CCNG to get a check for partial
payment on the Los Robles Tract, and it appears that payment was made with a hot check that will bounce. The same
issues that have caused years of unnecessary delay and attorneys' fees on the Los Robles Tract are in play on the other
phases as well, which is why we need the declaratory relief we have requested. Our request for declaratory relief has
not yet been resolved or adjudicated. Please note that our request for declaratory relief addressed the "phases of the
Internal Facilities that CCNG has built or will build pursuant to the Utility Agreement." (ft Am. Pet. at 11 57.) Our
request for declaratory relief is about the broader issues and the dispute over how the PUA has consistently mis-
construed the provision. It is not focused on just one phase or tract. We are seeking the declaratory relief so we will not
be required to wait 6 & 1/2 years or longer to receive payments for Reimbursable Costs owed on other phases.

4. We are still awaiting resolution on requests for service for the West Village and East Village, which have also been
part of our discussions over these last 2 & 1/2 years. The same issues that plagued the office expansion project are also
involved in the other phases, including East Village and West Village, which is why we need the declaratory and

                                                             1
injunctive relief we have requested in Paragraphs 59-62 of our pleading. The PUA has always treated the obligations
under the Utility Agreement as somehow conditional, even though the conditions applied by the PUA do not appear in
the Utility Agreement. Our request for declaratory and injunctive relief in Paragraphs 59-62 of our pleading remain
unresolved and unadjudicated. (See 1st Am. Pet. at ¶ 62: "Plaintiff also asks the court to enjoin WTCPUA's directors
from denying "interim service" to CCNG." This request for injunctive relief relates to the CCNG Tract as a whole, and is
not confined to the office expansion project that originally brought this issue to a head in April 2014.)

5. The Court very clearly has jurisdiction to decide these many unresolved claims. There is no good faith basis for any
assertion to the contrary.

6. The July 14 dismissal was the result of a clerical error at the Clerk's office in failing to send any party notice of the
DWOP docket. The Court has now correctly remedied that clerical error.

7. The Court pointedly declined to rule upon any arguments regarding jurisdiction, reserving those arguments for
another hearing when more than 15 minutes would be available, and when the parties and the Court would have more
than a few hours to review your lengthy submission. No plea to the jurisdiction was before the Court last Friday, nor
was any similar motion that would allow for proper consideration of jurisdictional issues. No ruling has been made on
any jurisdictional issues. If you would like to raise jurisdictional issues, you may do so and set a motion for hearing. We
reserve the right to file a Motion for Sanctions, as there is no good faith basis for any assertion that the Court lacks
jurisdiction.

8. Please withdraw your Notice of Appeal, which is frivolous and has no good faith basis in law or in fact. We reserve
the right to seek sanctions if the Notice of Appeal is not withdrawn.

9. I look forward to hearing from you on (i) your plans regarding the Notice of Appeal, and (ii) your client's plans on
whether to provide funds to allow its own bank to honor the hot checks that Mr. Parker delivered to me last Thursday
afternoon.

Best regards,

-gd k


G. Douglas Kildav
Direct: 512.480.5680
Facsimile: 512.480.5880
E-mail: dkilday@gdhm.com



ORAVCS DOQ014tOITY litARON 4 MOODY

401 Congress Avenue, Suite 2200
Austin, Texas 78701
Phone: 512.480.5600
www.gdhm.com


From: Jose de la Fuente [mailto:jdelafuente©Iglawfirm.corn]
Sent: Monday, August 08, 2016 10:22 AM
To: Kilday, Doug
Cc: Karen Mallios; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader©LCRA.ORG; Lein, David; David Klein;
James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz
Subject: RE: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

Doug,



                                                                2
First and foremost . . . I must admit that I am puzzled, because I have never seen a party struggle so hard to keep
a fight going even after it was paid 100 cents on the dollar for the amount that it claimed to be owed, on top of
long-ago getting the thing that it wanted from injunctive relief (service provided to your facility, which was
done over two years ago). The courthouse is for resolution of disputes, and your client got what it was asking
for. That's what we're supposed to do — resolve disputes. Having done so, our hope is that the parties could
begin to move forward in a more productive manner, as circumstances dictate that they will have an ongoing
relationship for years to come.

That said, we understand that you have a different take on the law as it applies to this case, as is often the case
in an adversarial proceeding. Additionally, I am familiar with the proceedings before Judge Jenkins, including
his affirmative refusal to maintain the dismissal of your Petition in the face of jurisdictional failings. As to your
bullet-point arguments as to why the case on file did not have jurisdictional failings, we also understand that the
parties have a different opinion on those. Our positions in that respect were stated in our Response to your
Motion to Reinstate, and again, we understand that you may disagree with them.

The parties will have every chance to brief all of these matters, and of course, you are free to make any or all of
your arguments to the court, which will then decide these issues as may be necessary. Alternatively, we could
all simply agree to the dismissal of your case (as you have been paid everything to which you claimed to be
entitled, and service has long-since been provided), and the parties could begin to work going forward in a
cooperative and consultative manner, rather than being adversarial and litigious.

Please feel free to call me if you have any questions.

Sincerely,

Joe de la Fuente


Jose de la Fuente
Attorney

Lloyd
    Gosselink
    ATTO(INF,Y%     r!,,AVF



816 Congress Ave., Suite 1900
Austin, Texas 78701
http://www.LGLawFirm.com/
Telephone: 512.322.5849
Telecopier: 512.472.0532




From: Kilday, Doug rmailto:DKilday@gdhm.coml
Sent: Friday, August 5, 2016 5:15 PM
To: Jose de la Fuente
Cc: Karen Manias; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader@LCRA.ORG; Lein, David; David Klein;
James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz
Subject: RE: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA




                                                          3
I have read the Simons case, which holds that an interlocutory appeal can be taken from a refusal to dismiss for want of
jurisdiction, even where the procedural vehicle is a motion for summary judgment instead of a plea to the jurisdiction.

That simply is not our case.

I suggest that you visit with Mr. Parker to learn the contents of the transcript you will be receiving (and potentially
litigating) from this morning's hearing. The Court very specifically declined to take up any arguments about jurisdictional
issues, telling the parties that those would need to be raised and decided separately by way of a plea to the jurisdiction
or a motion for summary judgment. The Court correctly observed that the sole issue before the Court today was a
procedural question as to whether the case should be reinstated, with the jurisdictional issues and the merits issues to
be decided at a later time when we were not on a quick 15-minute docket. There has been no ruling on any
jurisdictional issue.

Further, the Court very clearly does have jurisdiction over this case. Any argument to the contrary is frivolous.
    •   Our pleading makes clear that we are seeking attorneys' fees. That claim has not been adjudicated or otherwise
        resolved.
        Our pleading makes clear that we are seeking interest. That claim has not been adjudicated or otherwise
        resolved.
    •   Our pleading makes clear that we are seeking declaratory relief (two counts). Those claims have not been
        adjudicated or otherwise resolved.
    •   Our pleading makes clear that we are seeking injunctive relief. That claim has not been adjudicated or
        otherwise resolved.

We reject your client's attempt to introduce yet more delay into these proceedings, and we renew our request that you
withdraw your frivolous Notice of Appeal.

-gd k

G. Douglas Kilday
Direct: 512.480.5680
Facsimile: 512.480.5880
E-mail: dkilday©gdhm.com



GRAVES DOUGHERTY HEARON WOODY

401 Congress Avenue, Suite 2200
Austin, Texas 78701
Phone: 512.480.5600
www.qdhm.com


From: Jose de la Fuente [mailtoldelafuente©Iglawfirm.com]
Sent: Friday, August 05, 2016 3:50 PM
To: Kilday, Doug
Cc: Karen Mallios; Melvin, Robin A.; Madison.Jechow@LCRA.ORG; James.Rader@LCRA.ORG; Lein, David; David Klein;
James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz
Subject: Re: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

Doug,

I am presently out of the office, and will respond to your email below in more detail on Monday. The PUA's
interlocutory appeal is proper, and I will provide additional information to that effect then, and I'll be happy to discuss it
with you further. In the meantime and as a starting point, I'll refer you to TDCJ v Simons, 140 SW3d 338, 349 (Tex 2004).

Have a good weekend,

                                                              4
Joe

Sent from my iPhone

On Aug 5, 2016, at 11:24 AM, Kilday, Doug <DKilday@gdhm.com > 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

       <image002.png>

       401 Congress Avenue, Suite 2200

                                                             5
Austin, Texas 78701
Phone: 512.480.5600
www.gdhm.com


From: Karen Mallios [mailto:kmallios(alglawfirm.com]
Sent: Friday, August 05, 2016 9:50 AM
To: Melvin, Robin A.; Kilday, Doug; 'Madison.JechowCa              TJames.Rader(aLCRA.ORG'; Lein,
David
Cc: David Klein; Jose de la Fuente; James Parker; Christie Dickenson; Catherine Daniels; Lissette Ruiz;
Karen Mallios
Subject: Cause No. D-1-GN-14-000163; CCNG v. WTCPUA and LCRA

Please see the attached copy of the Defendant West Travis County Public Utility Agency's Notice of
Appeal which was filed with the Court today.



Karen W. Mallios
512.322.5885 direct
512.472.0532 fax

<image004.png>
Lloyd Gosselink Rochelle & Townsend, P.C.
816 Congress Avenue, Suite 1900
Austin, Texas 78701
www.lglawfirm.com




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