R-04-10-26-15D2 - 10/26/2004 RESOLUTION NO. R-04-10-26-15D2
WHEREAS, the Highlands at Mayfield Ranch, Ltd. ( "Developer" ) is
the owner of approximately 345 . 79 acres of land located within the
extraterritorial jurisdiction of the City of Round Rock ( "City" ) , and
WHEREAS, Developer intends to develop the land as "Highlands at
Mayfield Ranch" and has requested that the City consent to the creation
of a Municipal Utility District ( "MUD" ) for said land, and
WHEREAS, the City wishes to enter into a Consent Agreement with
the Developer regarding the creation of the MUD, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Consent Agreement with the Highlands at Mayfield
Ranch, Ltd. , a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes .
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by .the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 26th day of October, 2004 .
ZZOP
W L yor
Ci of Round Rock, Texas
ST: '
CHRISTINE R. MARTINEZ, City Secre ry
@PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOI.UTI/R41026D2.WPD/sc
CONSENT AGREEMENT
BETWEEN
CITY OF ROUND ROCK,TEXAS
AND
HIGHLANDS AT MAYFIELD RANCH,LTD.
FOR HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT
EXHIBIT
181425-1210/0812004 "A"
CONSENT AGREEMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Consent Agreement ("Agreement") is between the City of Round Rock, Texas (the
"City"), a home-rule city located in Williamson County, Texas and Highlands at Mayfield
Ranch,Ltd., a Texas limited partnership ("Developer").
INTRODUCTION
Developer owns or has an option to purchase approximately 345.79 acres of land located
within the extraterritorial jurisdiction of the City (the "Land"). The Land is more particularly
described by metes and bounds on the attached Exhibit A, and its boundaries are depicted on the
concept plan attached as Exhibit B ("Concept Plan").
Developer intends to develop the Land as "Highlands at Mayfield Ranch," a master-
planned, residential community that will include park and recreational facilities to serve the
community. Although the Land is located within the City's extraterritorial jurisdiction, it is not
located within the City's water or wastewater service areas, and the City will not provide water
supply or wastewater treatment services to the Land. Because the Land constitutes a significant
development area that will be developed in phases under a master development plan and will
receive water supply and wastewater services through utility providers other than the City,
Developer and the City wish to enter into this Agreement, which will provide an alternative to
the City's typical regulatory process for development, encourage innovative and comprehensive
master-planning of the Land, provide certainty of regulatory requirements throughout the term of
this Agreement and result in a high-quality development for the benefit of the present and future
residents of the City and the Land.
Therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, including the agreements set forth below,the parties contract as follows.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement
or in the City's ordinances, the following terms and phrases used in this Agreement will have the
meanings set out below:
Agreement: This Consent Agreement between the City of Round Rock, Texas and
Developer.
City: The City of Round Rock, Texas, a home rule city located in Williamson County,
Texas.
City Manager: The City Manager of the City.
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Concept Plan: The concept plan for the Land attached as Exhibit B as submitted by
Developer on October 1, 2003 and approved by the City on July 7, 2004, as amended from time
to time in accordance with this Agreement.
County: Williamson County, Texas.
Developer: Highlands at Mayfield Ranch, Ltd., a Texas limited partnership, or its
successors and assigns under this Agreement.
District: Highlands at Mayfield Ranch Municipal Utility District, a political subdivision
of the State of Texas, to be created over a portion of the Land, with the consent of the City, as
provided in this Agreement.
Effective Date of this Agreement: The date when one or more counterparts of this
Agreement, individually or taken together,bear the signature of all parties.
Georgetown: The City of Georgetown, Texas.
Land: Approximately 345.79 acres of land located in the City's extraterritorial
jurisdiction, described by metes and bounds on Exhibit A.
Master Development Fee: The fee to be paid by Developer to the City, as described in
Article II.
ARTICLE II
DEVELOPER'S COMMITMENTS TO THE CITY
Section 2.01 Master Development Fee. As consideration for this Agreement,
Developer agrees to pay the City a Master Development Fee of up to $1,600,000 out of proceeds
from the issuance of bonds by the District. This Master Development Fee will be calculated at
the rate of 8% of each bond reimbursement received by Developer from the District for
construction, geotechnical and engineering expenditures advanced by Developer for water,
wastewater and drainage facilities within the Land, in accordance with the formula attached as
Exhibit C. Each installment of the Master Development Fee will be payable to the City if, as
and when the bond reimbursement upon which the fee is calculated is received by Developer.
Section 2.02 Arterial H Extension.
a. As additional consideration for this Agreement, Developer agrees to construct two
lanes of Arterial H from Flowstone Lane to Lagoona Drive in Mayfield Ranch and Stone Oak
Subdivisions, as shown on Exhibit D-1 (the "Developer Extension"). The City acknowledges
that the City has previously collected and is holding fiscal security posted by others sufficient to
fund $200,493 of the cost of the Developer Extension, and agrees to release that fiscal to the
Developer to reimburse Developer for a portion of the costs of the Developer Extension upon
completion of construction of the Developer Extension.
b. Developer and Parkside at Mayfield Ranch, Ltd. ("Parkside") have negotiated
and will enter into a cost sharing agreement with the County (the "Roadway Participation
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Agreement") for the extension of two lanes of Arterial H, constructed to urban standards, from
Mayfield Ranch Section 7 west to Sam Bass Road, as shown on Exhibit D-2 (the "County
Extension"). A copy of the Roadway Participation Agreement is attached hereto as Exhibit E.
The Developer agrees to perform all of its obligations under the Roadway Participation
Agreement. As provided in the Roadway Participation Agreement, and as additional
consideration for this Agreement, Developer and Parkside will (i) obtain and pay the cost of the
engineering design of the County Extension, and provide this design to the County for approval;
and (ii) upon approval of the design by the County, post fiscal to cover the remainder of their
fifty percent of the estimated cost of the County Extension (the "Arterial H Fiscal"). The
foregoing notwithstanding, Developer agrees that, if the Arterial H Fiscal has not been posted by
the Developer prior to the time the County approves the first subdivision plat for the Land, the
Developer will post the Arterial H. Fiscal with the County at the time of such plat approval.
C. The Developer agrees that the portion of the right-of-way for Arterial H located
within the Land will be excluded from the boundaries of the District prior to the time the District
calls an election to authorize bonds, so that it may be annexed by the City.
Section 2.03 Water Storage Tank Site.
a. As additional consideration for this Agreement, Developer agrees to dedicate the
tract of land more particularly described in Exhibit F-1 to the City (the "Tank Site"). The City
proposes to construct a water storage tank on the Tank Site; however, due to the fact that the
Land will not receive water service from the City, this proposed water storage tank will not
benefit the Land or the Developer. Dedication of the Tank Site will result in the loss of a number
of proposed residential lots planned for the Tank Site, at a projected cost to Developer of
$200,000, and the City acknowledges that the dedication of the Tank constitutes valuable
consideration to the City. The Developer agrees that the Tank Site will be excluded from the
boundaries of the District prior to the time the District calls an election to authorize bonds, so
that it may be annexed by the City.
b. The Tank Site will be dedicated to the City, by dedication deed in the form
attached as Exhibit F-2, on or before the first anniversary of the date of this Agreement. The
Tank Site may, with the approval of the Developer, which will not be unreasonably withheld, be
used for a municipal purpose other than as a site for a water storage tank; however, no use that
would create a nuisance or adversely affect the desirability and value of the residential areas
within the Land for any reason, including, without limitation, due to appearance, noise or traffic,
will be permitted.
ARTICLE III
MASTER DEVELOPMENT PLAN
Section 3.01 Phased Development. Developer intends to develop the Land in phases.
Portions of the Land not under active development may remain in use as income-producing
agricultural lands or as open space land.
Section 3.02 Concept Plan; Exceptions. The City hereby confirms (i) its approval of
the Concept Plan effective July 7, 2004, and (ii) that the Concept Plan complies with the City's
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General Plan, as amended. The City approves the land uses, densities, exceptions, roadway
alignments and sizings and other matters shown on the Concept Plan, and confirms that the
Concept Plan has been approved by all required City departments, boards and commissions.
Section 3.03 Development Review and Approval. The City agrees that Williamson
County will have the sole responsibility for review and approval of all construction plans,
development plans, preliminary plans, and subdivision plats within the Land, and that, except as
provided in Section 5.02, no City review or approval will required and no related City fees will
be assessed. The City agrees to amend its interlocal agreement with Williamson County to
delegate the authority for such approvals to Williamson County. The foregoing notwithstanding,
the Developer agrees that the Land will be developed in accordance with all City subdivision
ordinance requirements which are applicable under Section 212.003, Texas Local Government
Code, subject to any modifications of such requirements provided by this Agreement. The
Developer agrees to provide service availability letters from the applicable water and wastewater
utility service providers at the time of submission of each final plat.
Section 3.04 Term of Approvals. The Concept Plan will be effective for the term of
this Agreement. Any preliminary subdivision plat or final subdivision plat that is consistent with
the Concept Plan, applicable City ordinances and state law will be effective for the term of this
Agreement.
Section 3.05 Amendments. Due to the fact that the Land comprises a significant land
area and its development will occur in phases over a number of years, modifications to the
Concept Plan may become desirable due to changes in market conditions or other factors. Minor
variations of a preliminary plat or final plat from the Concept Plan that do not increase the
overall density of development of the Land, as contemplated by the City's General Plan, will not
require an amendment to the Concept Plan. Minor changes to the Concept Plan, including minor
modifications of street alignments, minor changes in lot lines, the designation of land for public
or governmental uses; changes in lot sizes that do not result in an increase in the overall density
of development of the Land (including any increase in lot sizes resulting in a decrease in the total
number of lots) or any change to a public use, including, but not limited to school use, will be
approved administratively by the City's Director of Planning. Major changes to the Concept
Plan must be consistent with the terms of this Agreement and will be subject to review and
approval by the City.
ARTICLE IV
CREATION OF DISTRICT
Section 4.01 Consent to Creation of District. The City acknowledges receipt of
Developer's request, in accordance with Section 54.016, Texas Water Code and Section 42.042,
Texas Local Government Code, for creation of the District over the Land. On the Effective Date
of this Agreement, the City has approved the resolution attached as Exhibit G (the "Consent
Resolution") consenting to the inclusion of the portion of the Land described in the Consent
Resolution within the proposed District. The City agrees that Exhibit G will constitute and
evidence the City's consent to the creation of the District within its extraterritorial jurisdiction.
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Section 4.02 Water and Wastewater Services to District. The Land is located
outside of the water and wastewater service areas of the City and the City will have no obligation
to extend water or wastewater services to the Land under the terms of this Agreement..
Section 4.03 Street Lighting. Developer, or an electric utility, will construct all
required street lighting within the boundaries of the District, and the District will be required to
operate and maintain the street lighting within its boundaries.
Section 4.04 Annexation.
a. The City agrees that it will not annex the District until: (i) water, wastewater and
drainage facilities have been completed to serve at least 90% of the developable acreage within
the District; and (ii) (a)Developer has been reimbursed by the District for the water, wastewater
and drainage facilities in accordance with the rules of the Texas Commission on Environmental
Quality or (b)the City has expressly assumed the obligation to reimburse Developer under those
rules. The City agrees that a request for annexation will not be required to be submitted with
any final plat of property within the District.
b. Contemporaneously with the annexation of the land within the District, the City
will zone any undeveloped property within that District consistently with the land uses shown on
the Concept Plan, and will zone all developed property consistently with the land uses in
existence on the date of the annexation.
ARTICLE V
DEVELOPMENT MATTERS
Section 5.01 Generally. Developer will have the right to select the providers of
CATV, gas, electric, telephone, telecommunications and all other utilities and services,
including solid waste collection and recycling services, or to provide "bundled" utilities within
the Land.
Section 5.02 Drainage. Due to the fact that the Land is upstream from the City, the
Developer's drainage plan will be subject to City review and approval, which will be not
unreasonably withheld or delayed. The City agrees that the Land will be eligible to participate in
the City's regional detention facilities, rather than providing on-site detention, on the same basis
as other development within the City's extraterritorial jurisdiction. Subject to the City's review
and approval of the Developer's drainage plan, the availability of capacity, and the payment of
all applicable City fees, the City agrees to provide written confirmation of its commitment of
detention capacity or services for the Land. Developer, or its successors or assigns, will maintain
all stormwater drainage facilities within the Land that are not accepted by the District for
operation and maintenance, including all drainage easements.
Section 5.03 Fire Protection Services. The Developer agrees to negotiate a fire
plan with the City, for presentation to the District, under which the District would receive fire
protection and emergency service from the City and the District would compensate the City for
such services as authorized by Section 49.351, Texas Water Code,. The City acknowledges that
any fire protection plan must be approved by the Texas Commission on Environmental Quality
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and the voters within the District, and approval will be subject to confirmation that the District is
not included within the service area of an existing emergency services district.
ARTICLE VI
PARK AND RECREATIONAL AMENITIES; KARST DEDICATION
Section 6.01 Parkland. The Developer agrees that not less than 35 acres of the park or
open space land shown on the Concept Plan will be dedicated for open space, mitigation or other
public purposes, including the 25.8 acres (the "Karst Tract") described on Exhibit H which will
be dedicated to the Williamson County Karst Foundation (the "Karst Foundation"). The
dedication of the Karst Tract to the Karst Foundation will be made on or before the approval of
the first final subdivision plat out of the Land. The City agrees that Developer will receive a
100% credit for such dedications against the City's parkland dedication requirements and that no
additional parkland dedication or park fees will be required. The Developer agrees that the Karst
Tract will be excluded from the boundaries of the District prior to the time the District calls an
election to authorize bonds.
Section 6.02 Improvements. Any playground equipment constructed by Developer
will meet consumer product safety standards.
ARTICLE VII
AUTHORITY AND VESTING OF RIGHTS
Section 7.01 Authority. This Agreement is entered into, in part, under the statutory
authority of Section 212.172 of the Texas Local Government Code, which authorizes the City to
make written contracts with the owners of land establishing lawful terms and considerations that
the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities.
The parties intend that this Agreement guarantee the continuation of the extraterritorial status of
portions of the Land as provided in this Agreement; authorize certain land uses and development
on the Land; provide for the uniform review and approval of plats and development plans for the
Land; provide exceptions to certain ordinances; and provide other terms and consideration,
including the continuation of land uses and zoning after annexation of the Land.
Section 7.02 Vesting of Rights. The Concept Plan submitted by Developer on October
1, 2003 constitutes an application by Developer for the subdivision and development of the
Land, and initiated the subdivision and development permit process for the Land. The City
acknowledges that Developer has vested authority to develop the Land in accordance with this
Agreement. It is the intent of the City and Developer that these vested development rights
include the character of land uses, the number of units, the general location of roadways, the
design standards for streets and roadways, and development of the Land in accordance with the
standards and criteria set forth in this Agreement and applicable City ordinances in existence on
October 1, 2003, subject to any exceptions described in this Agreement.
Section 7.03 Landowner's Right to Continue Development. In consideration of
Developer's agreements hereunder, the City agrees that it will not, during the term of this
Agreement, impose or attempt to impose: (a) any moratorium on building or development within
the Land or (b) any land use or development regulation that limits the rate or timing of land use
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approvals, whether affecting preliminary plats, final plats, site plans, building permits,
certificates of occupancy or other necessary approvals, within the Land. The preceding sentence
does not apply to temporary moratoriums uniformly imposed throughout the City due to an
emergency constituting imminent threat to the public health or safety, provided that such a
moratorium will continue only during the duration of the emergency.
ARTICLE VIII
TERM,ASSIGNMENT AND REMEDIES
Section 8.01 Term. The term of this Agreement will commence on the Effective Date
and continue for 15 years thereafter, unless terminated on an earlier date under other provisions
of this Agreement or by written agreement of the City and Developer. Upon the expiration of 15
years, this Agreement may be extended, at Developer's request, with City Council approval, for
up to two successive 15-year periods.
Section 8.02 Termination and Amendment by Agreement. This Agreement may be
terminated or amended as to all of the Land at any time by mutual written consent of the City
and Developer and, following creation of the District, the District, or may be terminated or
amended only as to a portion of the Land by the mutual written consent of the City and the
owners of the portion of the Land affected by the amendment or termination and, following
creation of the District,the District.
Section 8.03 Assignment.
a. This Agreement, and the rights of Developer hereunder, may be assigned by
Developer, with the City's consent, to a subsequent developer of all or a portion of the
undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights
and obligations and be executed by the proposed assignee. The City's consent to any proposed
assignment will not be unreasonably withheld or delayed.
b. If Developer assigns its rights and obligations hereunder as to a portion of the
Land, then the rights and obligations of any assignee and Developer will be severable, and
Developer will not be liable for the nonperformance of the assignee and vice versa. In the case
of nonperformance by one developer, the City may pursue all remedies against that
nonperforming developer, but will not impede development activities of any performing
developer as a result of that nonperformance.
C. This Agreement is not intended to be binding upon, or create any encumbrance to
title as to, any ultimate consumer who purchases a fully developed and improved lot within the
Land.
Section 8.04 Remedies.
a. If the City defaults under this Agreement, Developer may enforce this Agreement
by seeking a writ of mandamus from a Williamson County District Court, or may give notice
setting forth the event of default ("Notice") to the City. If the City fails to cure any default that
can be cured by the payment of Money ("Monetary Default") within 45 days from the date the
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........ ..... .._. . ... .
City receives the Notice, or fails to commence the cure of any default specified in the Notice that
is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently
pursue such cure to completion, Developer may terminate this Agreement as to all of the Land
owned by Developer, or as to the portion of the Land affected by the default; however, any such
remedy will not revoke the City's consent to the creation of the District..
b. If Developer defaults under this Agreement, the City may enforce this Agreement
by seeking injunctive relief from a Williamson County District Court, or the City may give
Notice to Developer. If Developer fails to cure any Monetary Default within 45 days from the
date it receives the Notice, or fails to commence the cure of any default specified in the Notice
that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to
diligently pursue such cure to completion, the City may terminate this Agreement; however, any
such remedy will not revoke the City's consent to the creation of the District..
C. If either party defaults, the prevailing party in the dispute will be entitled to
recover its reasonable attorney's fees, expenses and court costs from the non-prevailing party.
Section 8.05 Cooperation.
a. The City and Developer each agree to execute such further documents or
instruments as may be necessary to evidence their agreements hereunder.
b. The City agrees to cooperate with Developer in connection with any waivers or
approvals Developer may desire from Georgetown or Williamson County in order to avoid the
duplication of facilities or services in connection with the development of the Land.
C. In the event of any third party lawsuit or other claim relating to the validity of this
Agreement or any actions taken hereunder, Developer and the City agree to cooperate in the
defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim
without diminution in their respective rights and obligations under this Agreement.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01 Notice. Any notice given under this Agreement must be in writing and
may be given: (i) by depositing it in the United States mail, certified, with return receipt
requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing
it with Federal Express or another service guaranteeing "next day delivery", addressed to the
party to be notified and with all charges prepaid; (iii) by personally delivering it to the party, or
any agent of the party listed in this Agreement, or (iv) by facsimile with confirming copy sent by
one of the other described methods of notice set forth. Notice by United States mail will be
effective on the earlier of the date of receipt or 3 days after the date of mailing. Notice given in
any other manner will be effective only when received. For purposed of notice, the addresses of
the parties will, until changed as provided below, be as follows:
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CITY: City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attn: City Manager
With Required Copy to: Steve Sheets
Sheets & Crossfield
309 E. Main Street
Round Rock, Texas 78664-5264
DEVELOPER: Highlands at Mayfield Ranch, Ltd.
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn: Blake Magee
With Required Copy to: Sue Brooks Littlefield
Armbrust& Brown, L.L.P.
100 Congress Avenue, Suite 1300
Austin, Texas 78701
The parties may change their respective addresses to any other address within the United States
of America by giving at least 5 days' written notice to the other party. Developer may, by giving
at least 5 days' written notice to the City, designate additional parties to receive copies of notices
under this Agreement.
Section 9.02 Severability; Waiver. If any provision of this Agreement is illegal,
invalid, or unenforceable, under present or future laws, it is the intention of the parties that the
remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or
unenforceable provision, that a provision be added to this Agreement which is legal, valid, and
enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is
possible.
Any failure by a party to insist upon strict performance by the other party of any material
provision of this Agreement will not be deemed a waiver thereof or of any other provision, and
such party may at any time thereafter insist upon strict performance of any and all of the
provisions of this Agreement.
Section 9.03 Applicable Law and Venue. The interpretation, performance,
enforcement and validity of this Agreement is governed by the laws of the State of Texas.
Venue will be in a court of appropriate jurisdiction in Williamson County, Texas.
Section 9.04 Entire Agreement. This Agreement contains the entire agreement of the
parties. There are no other agreements or promises, oral or written, between the parties
regarding the subject matter of this Agreement. This Agreement can be amended only by written
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agreement signed by the parties. This Agreement supersedes all other agreements between the
parties concerning the subject matter.
Section 9.05 Exhibits, Headings, Construction and Counterparts. All schedules and
exhibits referred to in or attached to this Agreement are incorporated into and made a part of this
Agreement for all purposes. The paragraph headings contained in this Agreement are for
convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever
appropriate, words of the masculine gender may include the feminine or neuter, and the singular
may include the plural, and vice-versa. The parties acknowledge that each of them have been
actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of
construction that any ambiguities are to be resolved against the drafting party will not be
employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or
inconsistency between the provisions of this Agreement and otherwise applicable City
ordinances, the terms of this Agreement will control. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an original, and all of which will
together constitute the same instrument. This Agreement will become effective only when one
or more counterparts, individually or taken together, bear the signatures of all of the parties.
Section 9.06 Time. Time is of the essence of this Agreement. In computing the
number of days for purposes of this Agreement, all days will be counted, including Saturdays,
Sundays and legal holidays; however, if the final day of any time period falls on a Saturday,
Sunday or legal holiday, then the final day will be deemed to be the next day that is not a
Saturday, Sunday or legal holiday.
Section 9.07 Authority for Execution. The City each certifies, represents, and
warrants that the execution of this Agreement is duly authorized and adopted in conformity with
its City Charter and City ordinances. Developer hereby certifies, represents, and warrants that
the execution of this Agreement is duly authorized and adopted in conformity with the articles of
incorporation and bylaws or partnership agreement of each entity executing on behalf of
Developer.
Section 9.08 Exhibits. The following exhibits are attached to this Agreement, and
made a part hereof for all purposes:
Exhibit A - Metes and Bounds Description of the Land
Exhibit B - Concept Plan
Exhibit C - Master Development Fee Formula
Exhibit D-1 - Developer Extension
Exhibit D-2 - County Extension
Exhibit E Roadway Participation Agreement
Exhibit F- Water Storage Tank Site; Dedication Deed
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Exhibit G Consent Resolution
Exhibit H - Karst Dedication Site
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the
dates indicated below.
CITY OF ROUND ROCK
By:
Printed Name:
Title:
Date:
HIGHLANDS AT MAYFIELD RANCH, LTD.
By: BJM Mayfield Ranch GP, Inc., a Texas
corporation, General Partner
By:
Blake J. Magee, President
Date:
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EXHIBIT A
tUINC 345.79 metes in the Jahn Powelt Survey; Abstract No, 49.19 in
uilliamdon County, Texas, esnO being out of and a part of a 1437.45
sere tract of land described in s deed from James Carland Watsh,
at ux, to Tom E. Nelson, Jr., Trustee No. 1, deed dated June 25,
19730 and recorded in Vol. 371, Page 446. Deed Records. Wllli'aMson
County, Texas, '
BECINHU40 at an iron stake found by a Lanes corneC post marking the ,
y, Northeast corner of the said 1431.45 acre tract and baing the North•
east corner hereof; said point also being the Southeast corner of
' a 358.00 acre tract of land deserlbad in s dead to Tom E, Nelson, Jr. .
Deed of Itsdord iu Vol. 556, Page 273 of the Dead Records of Williamson
County, Tai is I
TR ENCB S 20120S, 1953.08 fast With the fence along the East boundary
line of the said 1431.45 acro tract to an Lron stake by a fence ,
turner post for a corner hereof;
TU ENCE S 67'28'W, 571.48 feet With do offeat in the fence along the
East boundary line of the said 1437.45 acre tract to an iron teaks
by a faece corner post for an "ell" corner hereof;
THENCE 8 WOVE. 2914.18 feet with the fence along the East boundary
` line of the said 1437.45 acre tract to an iron stake by a fence
corner, pact mocking the Southeast corner hereof; said point also
being an "ell" cornor in the said Easr boundary 14ne of the 1437.45
• acre tract and also biting on or near the South boundary Line of the
John Powell Survey and the North line of the Ephrata. Evans Survey) .
THENCE S 68'59'W, 299].23 feet along the South boundary line htreof
e and along or near the South boundary Line of the said John Powell
Survey, to an iron stake sec In the fence along tha 'Wast boundary
line of the said 1431.45 acre tract marking the Southwest corner
hereof, said potAc also being in the East boundary line of the Uck
Bayfield 'tract;
THENCE N 17'351Q, 1142.97 feet with the Fence to a fence corner post
marking the Northeast comer of the Dick Mayfield tract and the
Southeast corner ol •the Perry Mayfield 'Tract, said point also being
the Northsatst corner of the Washington Anderson Survey and the
Southeast corner of the John b. Anderson Survey as fenced and used
upon the ground;
THENCE continuing With the fast Linn of the Perry Mayfield Trane;
and the West boundary line hereof as followse
N 17'491W, 801.31 feet;
N 19246'W, 832,00 feet=
and N 18'54'W, 1466.9St.fast to an iron retake fount by a fence
corner post marking the Northwest corner of the said 1437.45 acre
tract, said point also being the Northeast corner of the Perry
Mayfield Tract, near the Southeast corner of the Tom E. Nelson, Jr.
Tract which is described In Vol, 5580 Page 211 of -the Dead Records
of Williamaoh County, Taxes, and the Southwait corner of the 335.00
acre tract referred to above;
THENCE with the fenot along the North Aoundnry Lille oL the said
t437.45 =ere trace and the South boununry Line vi the said Ton E.
Nelson, Jr. 'Tract, N 68.3.7141119, 3326.1-4 feet, and N 42.13%
51.91 feet to the PLACE.Or'.AEgINN INC,
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EXHIBIT C
MASTER DEVELOPMENT FEE CALCULATION
TOTAL ELIGIBLE MUD BOND ISSUE AMOUNT: $
Less:
Non-Construction Costs:
Legal and Financial Advisory Fees: $
Interest Costs: $
Capitalized Interest
Developer Interest
Bond Discount $
Administrative and Organization $
(including creation costs and operating
advances)
Bond Application, Market Study $
TCEQ Bond Issuance Fee $
Total Non-Construction Costs: $
Application, Review and Inspection Fees $
Site Costs $
Offsite Costs $
Total Deductions: $
NET ELIGIBLE MUD BOND ISSUE AMOUNT $
MASTER DEVELOPMENT FEE PERCENTAGE: X 8%
MASTER DEVELOPMENT FEE AMOUNT: $
* based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of
developer reimbursables performed at the time of each Bond issue
Exhibit C
Page 1 of 1
181425-12 10/08/2004
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EXHIBIT E
ARTERIAL H
ROADWAY PARTICIPATION AGREEMENT
This Roadway Participation Agreement ("Agreement") is entered into between
Williamson County, Texas (the "County") and Highlands at Mayfield Ranch, Ltd., a Texas
limited partnership ("Highlands") and Parkside at Mayfield Ranch, Ltd., a Texas limited
partnership ("Parkside") (collectively, the "Developers"). The County and the Developers are
sometimes individually referred to as a "Party" and collectively referred to as the "Parties."
Each of the Parties confirms that it has the authority to enter into this Agreement and the ability
to perform its obligations under this Agreement, without the further approval or consent of any
other person or entity.
Recitals
WHEREAS, Highlands is in the process of developing a residential development to be
known as the Highlands at Mayfield Ranch (the "Highlands Project"); and
WHEREAS, Parkside is in the process of developing a residential development to be
known as Parkside at Mayfield Ranch (the "Parkside Project"); and
WHEREAS, in connection with its development of the Highlands Project, and in
recognition of the impact that the development will have on traffic demands in the County,
Highlands has agreed to construct two lanes of Arterial H from Flowstone Lane to Lagoona
Drive in the Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit "A-1" (the
"Developer's Project"); and
WHEREAS, both the general public and the Developers will benefit if the County and
the Developers cooperate in order to expedite an additional extension of Arterial H from
Mayfield Ranch Section 7 west to Sam Bass Road as shown on Exhibit "A-2" (the "Project");
and
WHEREAS, the County is willing to proceed with construction of the Project, provided
that the Developers pay or reimburse the County for certain costs of the Project, as provided in
this Agreement; and
WHEREAS, the County has agreed to dedicate 100 feet of right-of-way for the Project
and the Developers have obtained the agreement of the Palmer brothers to dedicate 100 feet of
right-of-way (comprising approximately 3.5 acres) out of the "Palmer Tract" for the Project, as
shown on Exhibit "A-2";
NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations
and b-nefits set forth in this Agreement, the Parties agree as follows:
Exhibit E
Page 1 of 15
181425-12 10/08/2004
Section 1. Arterial H; The Project. Arterial H will be designed as a minor arterial,
divided four-lane roadway, which will include curb and gutter, and will be located within
approximately 100-feet of right-of-way, depending on design requirements. The Project will
consist of the extension of two lanes of Arterial H, constructed to urban standards, from Honey
Bear Creek (Mayfield Ranch, Section 7) west to Sam Bass Road, as shown on Exhibit "A-2".
a. The design for Arterial H will include the following features:
i. Four 12-foot wide travel lanes;
ii. Asphalt pavement sections with curb and gutter;
iii. Traffic signal underground conduit and pull boxes at the intersection of
Arterial H and Sam Bass Road;
iv. Mitigation for environmental impacts as and to the extent required by
applicable law, with the County providing any necessary mitigation land, as
provided in Section 2; and
V. Erosion/sedimentation controls,revegetation, and stormwater management
during construction as required by the County and the Texas Commission on
Environmental Quality ("TCEQ"), and permanent stormwater management
controls as required by the County, TCEQ and the City of Round Rock.
b. The Project will include the following features:
i. Two 12-foot wide travel lanes, with curb and gutter on the north side,
from Honey Bear Creek (Mayfield Ranch, Section 7) to Sam Bass Road, as
shown on Exhibit"A-2"; and
ii. A six-foot wide sidewalk on the north side of the right-of-way, meeting all
applicable accessibility standards and built simultaneously with the road segment.
Section 2. Mitigation Land: Impervious Coverage. If the presence of endangered
species requires mitigation for the Project, the Developers will not be responsible for any
mitigation land unless a further agreement is entered into between the County and the
Developers. If the total cost of mitigation would exceed $50,000, then the County may give
written notice to the Developers advising the Developers of the cost of mitigation and that the
County elects to terminate unless the Developers provide the necessary mitigation land or funds
required to reduce the County's cost of mitigation to $50,000. Unless the Developers give
written notice to the County within 15 days of the Developer's receipt of the County's notice that
the Developers elect to provide such land or funds, then this Agreement will automatically
terminate and be of no further force or effect. If sufficient County-owned open space is
available, the County also agrees to designate and include sufficient County-owned land in the
application to the TCEQ for the Project so that the impervious coverage for the Project will not
exceed 20 percent.
Exhibit E
Page 2 of 15
181425-12 10/08/2004
Section 3. Budget. The preliminary budget for the Project is attached as Exhibit"B"
(the "Preliminary Budget"). Upon award of a construction contract for the Project, the Project
Engineer, as defined below, will prepare an updated budget for the Project, which will reflect the
accepted bid price, will include each of the line items contained in the Preliminary Budget, and
will supersede and replace the Preliminary Budget (the "Updated Budget"). The Project
Engineer will provide a copy of the Updated Budget to the County and the Developers and a
copy of the Updated Budget will be dated and attached to this Agreement.
Section 4. Design of the Project.
(a) The Developers will retain Randall Jones Engineering or another engineer
selected by Developers and approved by the County ("Project Engineer"), to prepare the design
for the Project. The Developers will advance and pay the fees and charges of the Project
Engineer, which will not exceed a maximum of 10 percent of the Total Construction Cost, as set
forth in Section 12, and all payments by the Developers to the Project Engineer will be credited
against Developers' share of the costs of the Project payable under this Agreement. The County
approves the form of the contract to be entered into with the Project Engineer'attached as
Exhibit "C".
(b) The design of the Project will be subject to approval by the County and all other
governmental agencies with jurisdiction. The County agrees to review the plans and
specifications for the Project and to provide the Project Engineer with written comments
specifically identifying any required revisions within ten days of submission of the plans and
specifications to the County.
Section 5. Project Mana ement. Blake Magee Company will manage the
construction of the Project ("Project Manager"). The Project Manager will ensure timely and
satisfactory completion of the Project, including planning and conducting a preconstruction
conference, monitoring the construction schedule, providing the County with prior notice of
major items of work during construction, and otherwise coordinating among the Parties and other
persons and entities involved in the Project on an ongoing basis. The County will pay the fees
and charges of the Project Manager, which will not exceed a maximum of four percent of the
Total Construction Cost, as set forth in Section 12. The County hereby approves the form of the
contract to be entered into with the Project Manager attached as Exhibit "D".
Section 6. Designated Representatives. The County and the Developers each
designate the individual specified below ("Designated Representative") to represent them and
to act on their behalf with respect to the subject matter of this Agreement. Each Designated
Representative will have authority to determine and interpret the policies and exercise the
discretion of the Party it represents, and a Party may rely on the decisions and representations
made by the other Party's Designated Representative with respect to the subject matter of this
Agreement, except as provided by Section 15(d) below. Each Designated Representative may
designate other representatives to transmit instructions and receive information on the
Designated Representative's behalf.
County: Joe England
Exhibit E
Page 3of15
181425-12 10/08/2004
Address: 710 South Main St.
Georgetown, Texas 78626
Highlands: Blake Magee
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
Parkside: Blake Magee
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
The Project Manager and the Project Engineer will each report regularly to, and cooperate and
coordinate with, the Parties' Designated Representatives. The Designated Representatives will
be required to cooperate and coordinate with one another, including meeting with and or
reporting information to one another regarding the Project, either at regular intervals or at other
times determined by the County, and reviewing and commenting in a timely manner on work
products associated with the Project.
Section 7. Fiscal for Developer's Cost Participation. Upon the Project Engineer's
preparation of the Updated Budget, the Developers agree to post fiscal in an amount equal to (a)
fifty percent of the total cost of the Project ("Total Project Cost"), as set forth in the Updated
Budget less (b)(i) the sums advanced by the Developers to pay the cost of design of the Project,
as set forth in Section 4(a) and (ii) any sums advanced by the Developers to pay for permitting of
the Project (the "Developer's Cost Share").
Section 8. Construction and Acquisition of Project.
(a) The Parties acknowledge that the Project is a County road construction project
and involves construction of public improvements. Accordingly, the Project will be constructed
and all easements, equipment, materials and supplies acquired in the name of the County. The
County and the Developers acknowledge and agree that all tangible personal property to be
purchased for use in construction of the Project and all taxable services to be performed for the
design, management and construction of the Project are subject to the sales tax exemption
provisions of Section 151.311 of the Texas Tax Code. The County agrees to provide its
employer identification number and any other information reasonably required to obtain an
exemption of sales tax for the Project and the labor and materials incorporated into the Project
upon the Project Manager's request.
(b) The County will award a contract for the construction of the Project in the form
and with the content of the contract attached as Exhibit "E" (the "Construction Contract").
Within 10 days after execution of the Construction Contract, the County will provide the
Developers with a copy of the executed Construction Contract and copies of any related
documents, including the required insurance certificates, and payment and performance bonds in
Exhibit E
Page 4 of 15
181425-12 10/08/2004
compliance with Chapter 2253, Texas Government Code. The County will also provide the
Developers with copies of any subsequent documents amending or replacing the Construction
Contract or any related documents; however, no change orders to the Construction Contract may
be made without the Developers' approval, which will not be unreasonably withheld or delayed.
(c) The Developers acknowledge that the County, as a political subdivision of the
State of Texas, is subject to the provisions of Chapter 2258, Subchapter B, of the Texas
Government Code, pertaining to prevailing wage rates. The Contractor will be required to pay
not less than the prevailing wage rates established by the County to workers employed by it in
the execution of the Construction Contract, and to comply with all applicable provisions of
Chapter 2258, Subchapter B, Texas Government Code, including the recordkeeping required
therein. Further, the Contractor will be required to certify in writing that it provides worker's
compensation insurance coverage for each employee of the Contractor employed on the Project,
and to obtain a certificate from each subcontractor, relating to the coverage of the
subcontractor's employees, in accordance with Section 406.096, Texas Labor Code. The
Contractor will be required to implement and maintain all customary or necessary safety
precautions and programs in connection with the construction of the Project.
(d) Within 30 days after the later of(i)the date that all required approvals of the plans
for the Project are obtained or (ii) the date that all required approvals of the subdivision plat and
construction plans for the first phase of either the Highlands Project or the Parkside Project are
obtained, the County will execute the Construction Contract and the Project Manager will issue
notice to proceed with construction of the Project to the Contractor. The County will: (i)
construct, and require its contractor (the "Contractor") and subcontractors to diligently pursue
construction of, the Project in a good and workmanlike manner and, in all material respects, in
accordance with the plans and specifications and all applicable laws, regulations, and ordinances,
and (ii) make timely payment for all materials received and work properly performed under each
applicable contract, subject to any applicable retainage requirements and amounts withheld due
to improper work or punch list items.
(e) The Project Engineer will:
(i) provide the County with all existing geotechnical surveys, topographic
surveys, and right-of-way boundary exhibit/control maps;
(ii) provide all feasibility or environmental impacts or assessments or studies
and permits or approvals required by applicable federal, state, or local law, including those for
noise, trees, archaeological or historical sites, wetlands, stormwater, endangered species, or
similar resources;
(iii) provide all engineering design for construction of the Project in
compliance with the County's standards applicable to roads of the same type and classification as
the Project, including utility and infrastructure relocations or adjustments, preparation of final
plans and specifications, construction cost estimates, and other supporting documentation, which
will be in a form that can readily be used in preparation of the Construction Contract documents;
Exhibit E
Page 5 of 15
181425-12 10/08/2004
(iv) prepare and submit to the County for approval, at preliminary alignment,
thirty percent (30%) design complete, sixty percent (60%) design complete, and ninety percent
(90%) design complete, plans and specifications for the Project in compliance with the County's
standards applicable to roads of the same type and classification as the Project, ensure that the
plans and specifications are accompanied by appropriate engineering reports as required by the
County pursuant to its standards applicable to roads of the same type and classification as the
Project,
(v) within five business days of receipt, review and approve or take other
appropriate action regarding shop drawings and samples, and requests for information,the results
of tests and inspections and other data that the Contractor is required to submit; provided,
however, that, for structural or geotechnical items, the applicable review and approval period
will be ten days;
(vi) determine the acceptability of substitute materials and equipment proposed
by the Contractor, receive and review for general content as required by the applicable
specifications maintenance and operating instructions, schedules, guarantees, bonds and
certificates of inspection which are to be assembled by Contractor in accordance with the
Construction Contract; prepare or review change orders, and design any necessary engineering
changes;
(vii) approve all pay estimates submitted and certify them as correct;
(viii) maintain master job files of correspondence, reports of conferences, shop
drawings, samples, reproductions of the applicable plans and specifications, change orders,
addenda, daily inspection reports, additional or revised drawings, and other related construction
documents, which will be available for inspection by the County at all times;
(ix) periodically inspect the Project during construction,
(x) reject all work and materials found not to conform to minimum
requirements of the Construction Contract and the plans and specifications and, in consultation
with the County, ensure that defects are corrected or remedied;
(xi) respond to the County in writing within three business days to advise the
County of the remedies that will be effected to correct any defects brought to the attention of the
Engineer by the County or otherwise brought to the attention of the Engineer;
(xii) attend the final inspection of each portion of the Project in the presence of
the County inspector and transmit a list of any items to be completed or repaired to the County
and the Contractor; and verify the Contractor's correction of the same;
(xiii) upon completion of the Project, make any changes to the plans and
specifications for the Project required to reflect field changes and, after verifying that the revised
plans reflect, to the best of his knowledge and belief, actual conditions, submit record drawings
of the Project to the County; and
Exhibit E
Page 6 of 15
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(xiv) determine the County's long-term responsibilities for maintenance of
storm water quality best management practices after completion and acceptance of the Project.
All work product produced by the Project Engineer will meet customary professional standards
applicable to the work product or the Project, as reasonably determined by the County, and is
subject to approval by the County based on cost effectiveness, sound engineering principles and
practices, and applicable legal requirements, which approval shall not be unreasonably withheld,
conditioned or delayed.
(f) The Project Manager will:
(i) manage construction of the Project, and make monthly reports to the
Parties on the progress of construction and the amounts paid to the Contractor;
(ii) submit all proposed changes to the plans and specifications and change
orders to the Construction Contract to the County for approval at least five business days prior to
approving or executing them;
(iii) arrange and coordinate materials testing with the Contractor through an
independent materials testing lab and provide the Parties with all testing information within three
business days of receipt;
(iv) arrange and observe with the Construction Contractor all acceptance
testing for the Project;
(v) upon substantial completion of the Project, provide the Parties with a
certificate of substantial completion for the Project prepared by the Project Engineer, together
with copy of the notice to the Contractor of observed items requiring completion or correction;
(vi) permit the County to inspect the construction of the Project at all
reasonable times during construction until final acceptance of the Project by the County;
(vii) coordinate the final inspection of the Project with the County's inspectors,
If, after initiation of construction, the Project Manager, based on cost effectiveness, sound
engineering principles and practices, or applicable legal requirements, reasonably determines that
the Project cannot be completed without modifications to the approved plans and specifications,
the Project Manager, in consultation with the County, will coordinate with the Project Engineer
to make those required changes. Any modifications that would materially change the plans and
specifications or increase the amount of the Construction Contract will be subject to the
Developers' and the County's approval within ten business days after receipt of notice of the
proposed changes from the Project Manager, which approval will not be unreasonably withheld.
(g) The Project will be constructed in dedicated public rights-of-way or dedicated
easements.
Exhibit E
Page 7 of 15
181425-12 10/08/2004
(h) The Project must be constructed in a good and workmanlike manner and all
material used in the construction must be free from defects and fit for their intended purpose.
Section 9. Inspection. Inspections and certifications will be conducted in accordance
with standard County policies, procedures, and requirements. The County will notify the Project
Manager and Project Engineer in writing if any inspection reveals that any part of the Project is
not constructed or completed in accordance with the plans and specifications or this Agreement
or is otherwise materially defective, and this notice will specifically detail any deficiencies. If an
inspection indicates that work or material may not comply with the plans and specifications or
the requirements of this Agreement, the County may require the Contractor to suspend work
until the County is satisfied any defect is or will be remedied.
Section 10. Completion of Project.
(a) The County must cause the Project to be substantially complete within twelve
months from the issuance of notice to proceed to the Contractor, and must be finally accepted by
the County within fifteen months from the issuance of notice to proceed.
(b) The Project Engineer will prepare a written notice of substantial completion and
forward the notice to the Project Manager, who will submit the notice to the County. The
County will conduct a final inspection of the Project within five business days after receiving
written notice of substantial completion from the Project Manager. If completed in accordance
with the terms of the plans and specifications and this Agreement in all material respects, the
County will certify the Project as being in compliance and issue a notice of final acceptance to
the Project Manager.
(c) The Contractor will be responsible for any defects in workmanship or materials
(ordinary wear and tear excepted) in the Project for one year following acceptance by the
County.
(d) Upon final acceptance of the Project by the County, the Project Manager and the
Project Engineer will deliver all plans, specifications, and files pertaining to the Project to the
County.
Section 11. Cost of Project to be Funded by County. The County will promptly pay
all costs of the Project as they become due, including, without limitation, all costs of design,
engineering, materials, labor, construction, project management and inspection arising in
connection with the Project; and all payments arising under any contracts entered into for the
construction of the Project.
Section 12. Timing and Amount of Payment by Developers.
(a) The Developers will pay one half of the actual costs of the Project, based on the
Updated Budget, in accordance with and subject to the following:
(i) The Developers will pay one half of the total construction cost payable to
the Contractor under the Construction Contract, including one-half of the capital costs for street
Exhibit E
Page 8 of 15
181425-12 10/08/2004
lighting incorporated into the Project ("Total Construction Cost"). The Total Construction Cost
will not exceed $1,800,000 unless an increase in the Total Construction Cost is authorized by the
Developer.
(ii) The Developers will pay one-half of the cost of required review, permit,
inspection fees for the Project, exclusive of County fees. The County hereby waives all County
review, permit and inspection fees in connection with the Project.
(iii) The Developers will pay one-half of the fees paid to the Project Manager.
(iv) The Developers will pay one-half of the cost of copies and reproduction
and contingency, not to exceed one-half of the related line items as set forth on the Budget
attached as Exhibit B.
(vi) The Developers receive a credit against the Total Construction Cost in an
amount equal to the sums paid to the Project Engineer and any review fees advanced by
Developer in connection with processing the plans for the Project.
(b) Monthly Payments by Developers. The Project Manager will submit an invoice
to the Developers each month which details sums due and payable to the Contractor, Project
Engineer and Project Manager for services and work performed during the previous calendar
month, together with the following backup documentation:
(i) a signed Williamson County Invoice Cover Sheet Form in the form
attached as Exhibit "F";
(ii) a narrative explanation of the items for which payment is requested;
(iii) copies of all Contractor pay estimates included in the request for payment,
which will include a detailed summary of the work completed by the Contractor and an affidavit
of bills paid and partial lien waiver from the Contractor;
(iv) copies of all Project Engineer invoices included in the request for
payment, which will include a detailed summary of the work completed by the Project Engineer;
(v) copies of all Project Manager invoices included in the request for
payment; and
(vi) copies of any invoices for permits, inspection or testing, or other
miscellaneous costs of the Project.
(c) A minimum five percent retainage will be withheld on payments to the Contractor
until the Project is accepted by the County. In addition, the final 15% of the Project Manager's
fee will be held as retainage until the Project is accepted by the County. These retainage
amounts will be released and paid by the County within 30 days of final acceptance of the
Project and delivery to the County of the Contractor's affidavit of bills paid and final lien waiver.
Exhibit E
Page 9 of 15
181425-12 10/08/2004
(d) If the services and work described in the invoice were rendered in compliance
with this Agreement, the Developers will make payment to the County within 30 days of receipt
of each invoice submitted as provided in (b), above. In the event changes or corrections are
required to any invoice, a request for additional information must be made by the Developers
within five days of receipt of the invoice. If the Developers do not request any changes or
additional information within five days, the invoice will be deemed approved. If the Developers
fail to pay any approved invoice within 30 days, the Developers will be in default hereunder and
the County may draw against the fiscal posted by the Developers under Section 7, and apply the
funds received to the Developers' required payments hereunder.
(e) Upon completion of the Project and payment of all sums due from the Developers
hereunder, the fiscal posted by the Developers will be released by the County.
Section 13. Developers Completion of Project.
(a) If the County begins but does not diligently pursue timely completion of
construction of the Project substantially in accordance with the plans and specifications and this
Agreement for any reason, the Developers have the right, but not the obligation, to complete the
construction of the Project pursuant to the Construction Contract or otherwise. Before exercising
this right, the Developers will send the County written notice specifying the deficiency in the
County's performance and the actions required to cure the deficiency. If the County does not
cure the deficiency within ten days, the Developers may assume the Construction Contract and
proceed with construction of the Project.
(b) If the Developers elect to complete the Project, all plans, designs, easements, real
and personal property produced or installed within the public right-of-way for the Project may be
utilized by the Developers to the reasonable extent necessary to allow the Developers to
complete and maintain the Project.
Section 14. Miscellaneous.
(a) Any notice given hereunder by any Party to another must be in writing and may
be effected by personal delivery or by certified mail, return receipt requested, when mailed to the
appropriate Party's Designated Representative, at the addresses specified in Section 4, with
copies as noted below:
County: Williamson County, Texas
710 South Main St.
Georgetown,Texas 78626
Attention: Joe England
with copy to: Charlie Crossfield
Sheets & Crossfield
309 East Main Street
Round Rock, Texas 78664
Exhibit E
Page 10 of 15
181425-12 10/08/2004
Developers: Highlands at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
Parkside at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
The Parties may change their respective addresses for purposes of notice by giving at least five
days written notice of the new address to the other Party. If any date or any period provided in
this Agreement ends on a Saturday, Sunday or legal holiday, the applicable period will be
extended to the next business day.
(b) As used in this Agreement, whenever the context so indicates, the masculine,
feminine, or neuter gender and the singular or plural number will each be deemed to include the
others.
(c) This Agreement contains the complete and entire Agreement between the Parties
respecting the Project, and supersedes all prior negotiations, agreements, representations, and
understandings, if any, between the Parties. This Agreement may not be modified, discharged,
or changed except by a further written agreement, duly executed by the Parties. However, any
consent, waiver, approval or other authorization will be effective if signed by the Party granting
or making such consent, waiver, approval, or authorization.
(d) No official, representative, agent, or employee of the County has any authority to
modify this Agreement, except pursuant to such express authority as may be granted by the
commissioners court of the County.
(e) The Parties agree to execute such other and further instruments and documents as
are or may become necessary or convenient to effectuate and carry out the purposes of this
Agreement.
(f) If performance by any Party of any obligation under this Agreement is interrupted
or delayed by reason of unforeseeable event beyond its control, whether such event is an act of
God or the common enemy, or the result of war, riot, civil commotion, sovereign conduct other
than acts of the County under this Agreement, or the act of conduct of any person or persons not
a party or privy hereto, then such Party will be excused from such performance for such period
of time as is reasonably necessary after such occurrence to remedy the effects thereof.
(g) To the extent allowed by law, each Party will be responsible for, and will
indemnify and hold harmless the other Parties, their officers, agents, and employees, from any
and all claims, losses, damages, causes of action, lawsuits or liability resulting from, the
indemnifying Party's acts or omissions of negligence or misconduct or in breach of this
Agreement, including but not limited to claims for liquidated damages, delay damages,
Exhibit E
Page 11 of 15
181425-12 10/08/2004
demobilization or remobilization costs, or claims arising from inadequacies, insufficiencies, or
mistakes in the plans and specifications and other work products or any other materials or
services a Party provides under this Agreement. Each Party will promptly notify the others of
any claim asserted by or against it for damages or other relief in connection with this Agreement.
(h) The Parties acknowledge that in the event of default on any obligation under this
Agreement, remedies at law will be inadequate and that, in addition to any other remedy at law
or in equity, each Party will be entitled to seek specific performance of this Agreement.
(i) This Agreement will be construed under the laws of the State of Texas and all
obligations of the Parties hereunder are performable in Williamson County, Texas. Any suits
pursued relating to this Agreement will be filed in a court of Williamson County, Texas.
(j) Any clause, sentence, provision, paragraph, or article of this Agreement held by a
court of competent jurisdiction to be invalid, illegal, or ineffective will not impair, invalidate, or
nullify the remainder of this Agreement, but the effect thereof will be confined to the clause,
sentence,provision,paragraph, or article so held to be invalid, illegal, or ineffective.
(k) This Agreement will be binding upon and inure to the benefit of the Parties hereto
and their respective legal representatives, successors, and assigns. No Party may assign its rights
or obligations under this Agreement without the written consent of the other Party.
(1) Except as otherwise expressly provided herein, nothing in this Agreement,
express or implied, is intended to confer upon any person, other than the Parties hereto, any
benefits, rights or remedies under or by reason of this Agreement.
(m) This Agreement is effective upon execution by all the Parties. This Agreement
may be executed simultaneously in one or several counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument. The terms of this
Agreement will become binding upon each Party from and after the time that it executes a copy
hereof. In like manner, from and after the time it executes a consent or other document
authorized or required by the terms of this Agreement, such consent or other document will be
binding upon such Party. If the County has not executed the Construction Contract and given
notice to proceed by June 30, 2006, the Developers may terminate this Agreement and be
relieved of any obligation to pay any amount under this Agreement. If all required rights-of-way
for the Project has not been obtained by January 2006, either the County or the Developers may
terminate this Agreement and, in such event, both parties will be relieved of any and all
obligations under this Agreement.
(n) The following exhibits are attached to and incorporated into this Agreement for
all purposes:
Exhibit A-1: Developer's Project
Exhibit A-2: The Project and Right-of-Way
Exhibit B: Preliminary Budget
Exhibit C: Form of Project Engineer's Contract
Exhibit E
Page 12 of 15
181425-12 10/08l2004
Exhibit D: Form of Project Manager's Contract
Exhibit E: Form of Construction Contract
Exhibit F: Williamson County Invoice Cover Sheet Form
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of equal dignity, on this day of , 2004.
WILLIAMSON COUNTY,TEXAS
By:
Name:
Title:
Date:
Exhibit E
Page 13 of 15
181425-12 10/08/2004
HIGHLANDS AT MAYFIELD RANCH,
LTD.
By: BJM Mayfield Ranch GP, Inc., a Texas
corporation, General Partner
By:
Blake J. Magee, President
Date:
Exhibit E
Page 14 of 15
181425-12 10/08/2004
PARKSIDE AT MAYFIELD RANCH, LTD.,
a Texas limited partnership
By: a
its General Partner
By:
Name:
Title:
Date:
Exhibit E
Page 15 of 15
181425-12 10/08/2004
ELEVATEA
ATER SITE
W ORAGE S 60
ST ACRE
26
10' LANDSCAPE EASEMENT
FUTURE ARTERIAL H
F71IF
1 o
10 9 8 7 6 5 4 3 12 11 I I I 33
� I I — L L -IJ
RANDALL JONES ENGINEERING, INC.
1212 E. BRAKER LANE, AUS77N, TEXAS 78753
EXHIBIT F-1 (512) 836-4793 FAX (512) 836-4817
WATER STORAGE RJ SURVEYING, INC.
TANK SITE 1212 E. BRAKER LANE, AUS77N, TEXAS 78753
(512) 836-4793 FAX (512) 836-4817
EXHIBIT F-2
DEDICATION DEED
DATE: , 200
GRANTOR(WHETHER ONE OR MORE):
GRANTOR'S MAILING ADDRESS (including county):
GRANTEE: The City of Round Rock, Texas
GRANTEE'S MAILING ADDRESS (including county):
221 East Main Street
Round Rock, Williamson County, Texas 78664
Attn: City Manager
CONSIDERATION:
For purposes of making a donation of the property described below (the "Property") to
Grantee for use as a water storage tank site or another public purpose approved by Grantor, as
described below.
PROPERTY:
Approximately_acres of land out of the ,Williamson County, Texas,
being more particularly described on Exhibit"A" attached hereto and made a part
hereof.
RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY:
(a) All restrictions, easements, reservations and restrictions of record in Williamson
County, Texas or visible and apparent on the ground;
(b) Unpaid taxes for the current and all subsequent years, and subsequent assessments
for prior years due to a change in land usage or ownership, the payment of which is hereby
assumed by Grantee.
(c) The restrictive covenants set forth below.
RESTRICTIVE COVENANTS; RIGHT OF REVERTER:
Exhibit F-2
Page 1 of 2
181425-12 10/08/2004
(a) The Property may only be used for a water storage tank site or another municipal
purpose approved by Grantor, which approval will not be unreasonably withheld. No use will be
permitted on the Property which would create a nuisance or adversely affect the desirability and
value of the residential areas adjoining the Property for any reason, including, without limitation
due to appearance, noise or traffic. The foregoing use restriction will constitute a covenant
running with the land comprising the Property, will be enforceable by Grantor, its successors and
assigns, and will be binding upon Grantee, its successors and assigns.
(b) If Grantee has not completed the construction of a water storage tank upon the
Property within seven years from the date of this deed, the Property will revert to and vest in
Grantor, and the conveyance under this Deed will be null and void. In such case, Grantor will be
entitled to take immediate possession of the Property and to record in the official real property
Records of Williamson County, Texas, an instrument confirming that title to the Property has
reverted to Grantor. Grantor will have the right to exercise the right of re-entry and to re-take
title to the Property free and clear of any claims whatsoever of Grantee, and will have the right to
immediately repossess the Property without the need for any court action. In such event, Grantee
will, upon request of Grantor, execute, acknowledge and deliver to Grantor any and all
instruments that may be requested, necessary or proper to evidence the reversion of the Property
to Grantor.
Grantor, for the consideration and subject to the reservations from and exceptions to
conveyance and warranty set forth herein, and subject to the covenants and easement reservation
set forth above, grants, sells and conveys to Grantee the Property, together with all and singular
the rights and appurtenances thereto in any wise belonging, to have and hold unto Grantee,
Grantee's successors and assigns forever. Grantor hereby binds Grantor and Grantor's
successors and assigns to WARRANT AND FOREVER DEFEND all and singular the property
to Grantee, Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through, or under Grantor, but not
otherwise, except as to the reservations from and exceptions to conveyance and warranty set
forth above.
EXECUTED this_day of , 2004
Exhibit F-2
Page 2 of 2
181425-12 10/08/2004
EXHIBIT G
DISTRICT CONSENT RESOLUTION
A RESOLUTION GRANTING THE CONSENT OF THE CITY OF ROUND ROCK,
TEXAS,TO THE CREATION OF HIGHLANDS AT MAYFIELD RANCH MUNICIPAL
UTILITY DISTRICT WITHIN THE CITY'S EXTRATERRITORIAL JURISDICTION
RESOLUTION NO.
WHEREAS, the City of Round Rock has received a Petition for Consent to the Creation
of a Municipal Utility District, proposed to be known as Highland at Mayfield Ranch Municipal
Utility District, upon certain land located in the City's extraterritorial jurisdiction, a copy of
which petition is attached as Exhibit 1; and
WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Local
Government Code provide that land within a city's extraterritorial jurisdiction may not be
included within a district without the city's written consent;NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF ROUND ROCK, TEXAS:
That the City Council of the City of Round Rock, Texas, gives its written consent to the
creation of a municipal utility district, proposed to be known as Highlands at Mayfield Ranch
Municipal Utility District, on a portion of the land described in the attached petition, being
314.88 acres of land, more fully described by metes and bounds on Exhibit 2.
PASSED AND APPROVED on the day of , 2004.
Mayor, City of Round Rock
ATTEST: APPROVED:
City Secretary City Attorney
Exhibit G
Pagel
181425-12 10/08/2004
PETITION FOR CONSENT TO THE CREATION
OF A MUNICIPAL UTILITY DISTRICT
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
The undersigned (the "Petitioner"), holding. title to the land described below and acting
pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the
City Council of the City of Round Rock, Texas, for its written consent to the creation of a
municipal utility district over the land and, in support thereof, would show the following:
I.
The name of the proposed district is HIGHLANDS AT MAYFIELD RANCH
MUNICIPAL UTILITY DISTRICT(the"District").
II.
The District will be created and organized under the terms and provisions of Article XVI,
Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code.
III.
The District will contain a total of approximately 345.79 acres of land, situated in
Williamson County, Texas. All of the land proposed to be included in the District is located
within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the
land proposed to be included may properly be included in the District. The land proposed to be
included within the District is described by metes and bounds on Exhibit "A", which is attached
hereto and incorporated herein for all purposes.
IV.
Petitioner holds title to land proposed to be included within the District and is the owner
of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas.
V.
The general nature of the work to be done by the District at the present time is the design
construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system
for domestic and commercial purposes, and the construction, acquisition, improvement,
extension, maintenance and operation of works, improvements, facilities, plants, equipment and
appliances helpful or necessary to provide more adequate drainage for the District, and to
control, abate and amend local storm waters or other harmful excesses of waters, and such other
construction, acquisition, improvement, maintenance and operation of such additional facilities,
systems, plants and enterprises as shall be consonant with all of the purposes for which the
District is created.
VI.
There is a necessity for the above-described work, because there is not now available
within the area, which will be developed for single family residential uses, an adequate
waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and
welfare of the present and future inhabitants of the area and of the territories adjacent thereto
173708-1 10/09/2003
EXHIBIT 1 TO
EXHIBIT G
A
.T
require the purchase, design, construction, acquisition, ownership, operation, repair,
improvement and extension of an adequate waterworks system, sanitary sewer system, and
drainage and storm sewer system. A public necessity, therefore, exists for the creation of the
District, to provide for the purchase, design, construction, acquisition, ownership, operation,
repair, improvement and extension of such waterworks system, sanitary sewer system, and
drainage and storm sewer system, to promote the purity and sanitary condition of the State's
waters and the public health and welfare of the community.
VII.
A preliminary investigation has been made to determine the cost of the proposed
District's project, and it is now estimated by the Petitioner, from such information as it has at this
time,that such cost will be approximately$ 2 8, 5 0 0, 0 0 0
WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body
duly pass and approve an ordinance or resolution granting consent to the creation of the District
and authorizing the inclusion of the land described herein within the District.
RESPECTFULLY SUBMITTED this day of 0C/)O�L ^ ;2003.
PETITIONER:
BRUSHY CREEK RESERVE
INVESTMENTS
By: C'�
Elmer McLester, Co-Managing Partner
1411 West Ave., Suite 200
Austin, exas 78701
By:
La y Gr am, do-Managing Partner
173708-1 10/09/2003
EXHIBIT 1 TO
EXHIBIT G
D.,..o I .,f A
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the day of
O�°p Lg{ , 2003, by Elmer McLester, Co-Managing Partner of Brushy Creek Reserve
Investments on behalf of said entity.
MARA W-� V
�,.o�►"���e��. L KARIEY
Notary Public,State ofTexasNotary Public, State of Texas
(SEAL '�• My Commission Expires
��' � January 31,2007
/IIIIIII,`,
THE STATE OF 'F£xA-3 Arv,I SAA§
COUNTY OF'FSA; M-0 hci,V §
This instrument was acknowledged before me on the (.4- day of
01 J-11 L.- , 2003, by Larry Grisham, Co-Managing Partner of Brushy Creek Reserve
Investments on behalf of said entity.
(SEAL) PAULA A.SINGLETON Notary Public, (State of A2 f Z P,
Notary Public-Arizona
Mohove County
My Comm.Expires Apr 7,2007
173708-1 10/09/2003
EXHIBIT 1 TO
EXHIBIT G
EXHIBIT A
bEINO 345.19 acreS in chd John Powell Survey, Abstract No, 49.11 in.
Uilliamdon County, Texas, on# being out of and a part of a 1437.45
acre tract of land described in a deed from James Carland Walsh,
at ux, to Tom E. Nelson, Jr., Trustee No. 1, deed dated June 25,
19730 and recorded in Vol. 371, tate 446, Used Records. Nilli'a,ason
County, Texas,
BECINNINO at an iron stake found by a fenoo torneC poor marking the
y. Northeast corner of the said 1431,45 acre tract and being the North-
east corner hereof= said point alga being the Southeast corner of
'
6358.00 acre tract of land described in a deed to Tota to Nelson, Jr.,
Deed of Retard iu Vol. SSG, Page 273 of the Dead Records of Williamson
County, Texas;
't11F•NC$ S 209281E. 1953.08 fast with the fence along the East boundary
line of the said 1437.45 acre tract town iron stake by a fence
corner Post for a cornet hereof;
TM ENCE S 67128'W, 571,46 feet with do offset in the fence along the
East boundary tine of the amid 1437.45 acre tract to on iron ;cake
by a fance corner post tar an "ell" corner hereof;.
i THENCE 8 21201% 2914.18 feet with the fence along the East boundary
i line of the said 1437.45 acre tract to an iron stake by a fence
{ corner. pact marking the Southeast corner heraol; said point also
being an "ell" cornin the said Fast boundary line of the 1437.45
acre tract and also being on or near the South boundary Lina of the
John Powell Survey and the North line of the Ephraim Evans Surveys
IMENCE S 686591W, 2993,23 feet along the South boundary line hereof
and along or near the South boundary line of the said John POwail
Survey, to an iron stake see in the Lana* along tha 'Wast boundary
line of the said 1437.45 acre tract mocking the Southwest corner
hereof, said poiAr. also being kn the East boundary line of the Dick
Hayfield 'tract;
THENCE N 17.55111 1742.97 feet with the fence to a fence corner post
marking the Northeast corner of the Diek Mayfield tract and the.
southeast corner ol -the perry Mayfield Tract, said point also being
the Northsast corner of the Washington Anderson Survey and the
Southeast corner of the John b. Anderson Survey as fenced and used
upon the ground,,
THEKE continuing With the East lin& of the Parry Mayfield Tract
and the West boundary line hereof as fotlowae
N 17'49'x, 801.31 test;
N 19848'W, 832,00 Etat;
and N 18.54'W, 146fi.9g.fegt to an iron ;take fount by a fence
corner post marking the Northwest corner of the said 1437.45 pore
tract, said point also being the Northeast corner of the Perry
Mayxt.eld Tract, near the southeast corner of the Tom t, Nelson, Jr.
Tract which is described in Vol, 558, page 277 of -the Dead Records
of Williamson County, Texas, and the Southwest corner of the 338.00
morel tract referred to abdve;
THENCE wl.th the fenad along the North houndnry tine of the said
1437,45 acre trace and tho South boununty irne ri the said Yon E.
Nelson, Jr. Tract, N 689311011t, 9326.1.6 Feat, and N 42'13%
51.91 feat to the PLACE.OF•.AE01NNING "
EXHIBIT 1 TO
EXHIBIT G
Parted n4`A
314.88 ACRES
A PARCEL OF LAND IN WILLIAMSON COUNTY,TEXAS, BEING A PART OF THE JOHN
POWELL SURVEY,ABSTRACT NO. 491 AND BEING A PART OF THAT 345.79 ACRE
TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED
RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON
COUNTY,TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
Begin at a '/2" iron rod found in the South Line of Lot 13,Whitetail Section 3, according to the
plat thereof recorded in Cabinet H, Slide 252 of the Plat Records of Williamson County,Texas,
the same being the easterly Northeast Comer of that 558.26 acre tract of land conveyed to
Williamson County Park Foundation, Inc., by deed recorded in Document Number 2003000507
of the Official Records of Williamson County,Texas, and also being the Northwest Comer of
the said 345.79 Acre Tract;
THENCE N.68043'24"E., along the North Line of the 345.79 Acre Tract and the South Line of
Lot 13, a distance of 424.72 feet to a '/z"iron rod found for the Southeast Corner of Lot 13 and
the Southwest Corner of Lot 49,Whitetail Section II, according to the plat thereof recorded in
Cabinet D, Slide 141 of the Plat Records of Williamson County, Texas;
THENCE N.68035'06"E., along the South Line of said Lot 49, a distance of 437.22 feet to a'/"
iron rod found;
THENCE N.68044'51"E., along the North Line of the said 345.79 Acre Tract, the same being
the South Line of Lots 43, 44, 45,46 and 48,Whitetail Section II, a distance of 2462.23 feet to a
W iron rod found for an angle point in the South Line of said Lot 43;
THENCE N.42025'24"E., along the South Line of said Lot 43, a distance of 48.42 feet to a
chain link fence for the West Line of that 1601.61 acre tract of land conveyed to Texas Crushed
Stone Company by deed recorded in Volume 634, Page 366 of the Deed Records of
Williamson County, Texas;
THENCE S.20°28'13"E. along said West Line, a distance of 1950.90 feet to a Y2" iron rod found;
THENCE along the West Line of the said 1601.61 Acre Tract and the East Line of the 345.79
Acre Tract the following two (2) courses:
1. S.67°45'22"W. a distance of 571.57 feet to a '/z" iron rod found;
2. S.20053'26"E. a distance of 2864.62 feet to a line 50.00 feet North of and parallel with the
South Line of the said 345.79 Acre Tract;
THENCE S.69003'31"W., along said parallel line, a distance of 118.11 feet;
THENCE departing said parallel line and crossing the said 345.79 Acre Tract the following eight
(8) courses:
1. N.20°56'29"VV. a distance of 75.00 feet to a point of curvature of a curve to the left;
2. Northwesterly, along the arc of said curve to the left a distance of 84.00 feet, (said curve
having a radius of 270.00 feet, a central angle of 17049'29", and a chord bearing
N.29051'1 4"W., 83.66 feet);
3. N.38°45'59"W. a distance of 81.25 feet;
4. S.69003'31"W. a distance of 244.06 feet;
5. S.20056'29"E. a distance of 19.10 feet to a point of curvature of a curve to the left;
6. Southeasterly, along the arc of said curve to the left a distance of 21.03 feet, (said curve
having a radius of 25.00 feet, a central angle of 48011'23", and a chord bearing
S.45°02'11"E., 20.41 feet) to a point of reverse curvature of a curve to the right ;
7. Southerly, along the arc of said curve a distance of 94.51 feet, (said curve having a radius
SALAND951-10001980\980-R EMAI N DER.rtf
Page 1 of 2
EXHIBIT 2 TO
EXHIBIT G
314.88 ACRES
of 50.00 feet, a central angle of 108°17'56", and a chord bearing S.14°58'54"E., 81.05
feet):
8. S.21°10'24"E. a distance of 116.65 feet to a line 50.00 feet north of and parallel with the
South Line of the 345.79 Acre Tract;
THENCE S.69003'31"W., along said parallel line, a distance of 2588.37 feet to the West Line of
the said 345.79 Acre Tract and to the East Line of that 92.670 Acre Tract of land conveyed to
BJM Mayfield Ranch, Ltd., by deed recorded in Document No. 2001025550 of the Official
Public Records of Williamson County,Texas;
.THENCE N.17°46'12"W., along the West Line of the said 345.79 Acre Tract, a distance of
1692.58 feet to a'/z"iron rod found for an angle point in the West Line of the 345.79 Acre Tract
and for an angle point in the said 558.26 Acre Tract,the same being the Northeast Comer of
the Washington Anderson Survey and the Southeast Corner of the John D. Anderson Survey;
THENCE N.18°25'54"W., along the West Line of the 345.79 Acre Tract, a distance of 801.28
feet to a '/z" iron rod found;
THENCE crossing the said 345.79 Acre Tract the following 25 courses:
1. N.67026'39"E. a distance of 470.20 feet;
2. S.45039'12"E. a distance of 193.39 feet;
3. NA 8003'29"W. a distance of 213.79 feet to a point of curvature of a curve to the right;
4. Northerly, along the arc of said curve to the right a distance of 343.62 feet, (said curve
having a radius of 300.00 feet, a central angle of 65037'39", and a chord bearing
N.14°45'21"E., 325.15 feet);
5. N.21°34'42"W. a distance of 162.75 feet;
6. N.18048'17"W. a distance of 67.69 feet;
7. N.15°59'08"W. a distance of 67.11 feet;
8. N.14034'56"W. a distance of 189.54 feet;
9. N.75025'04"E. a distance of 120.00 feet;
10. N.14034'56"W. a distance of 32.62 feet;
11. S.75025'04"W. a distance of 120.00 feet;
12. N.14°59'13"W. a distance of 70.72 feet;
13. N.23029'38"W. a distance of 67.02 feet;
14. N.27020'50"W. a distance of 66.62 feet;
15. N.30025'43"W. a distance of 66.83 feet;
16. N.40"11'51"W. a distance of 66.99 feet;
17. N.44004'21"W. a distance of 68.14 feet;
18. N.37008'57"W. a distance of 141.03 feet;
19. N.43015'15"W. a distance of 70.01 feet;
20. N.52012'09"W. a distance of 70.71 feet;
21. N.58029'36"W. a distance of 72.28 feet;
22. N.71°28'24"W. a distance of 64.84 feet;
23. N.75°27'58"W. a distance of 79.57 feet;
24. N.87054'51"W. a distance of 125.66 feet;
25. S.68°42'11"W. a distance of 283.29 feet to the West Line of the 345.79 Acre Tract and
the East Line of the 558.26 Acre Tract;
THENCE N.18°48'58"W., along said West Line, a distance of 615.96 feet to the said Point of
Beginning.
Containing 314.88 acres, more or less.
S1LAN D951-10001980\980-R EMAI NDER.rtf
Page 2 of 2
EXHIBIT 2 TO
EXHIBIT G
25.80 ACRES
A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE JOHN
POWELL SURVEY,ABSTRACT NO. 491 AND BEING A PART OF THAT 345.79 ACRE
TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED
RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON
COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE at a Y2"iron rod found in the South Line of Lot 13,Whitetail Section 3, according
to the plat thereof recorded in Cabinet H, Slide 252 of the plat records of Williamson County,
Texas, the same being the easterly Northeast Corner of that 558.26 acre tract of land conveyed
to Williamson County Park Foundation, Inc., by deed recorded in Document Number
2003000507 of the Official Records of Williamson County, Texas, and also being the Northwest
Comer of the said 345.79 acre tract;
THENCE S.1 8048'58"E., along the West Line of the 345.79 Acre Tract, the same being an East
Line of the said 558.26 Acre Tract, a distance of 615.96 feet to the Point of Beginning;
THENCE crossing the said 345.79 Acre Tract the following 25 courses:
1. N.68°42'11"E. a distance of 283.29 feet;
2. S.87054'51"E. a distance of 125.66 feet;
3. S.75027'58"E. a distance of 79.57 feet;
4. S.71°28'24"E. a distance of 64.84 feet;
5. S.58°29'36"E. a distance of 72.28 feet;
6. S.52012'09"E. a distance of 70.71 feet;
7. S.43015'15"E. a distance of 70.01 feet;
8. S.37008'57"E. a distance of 141.03 feet;
9. S.44004'21"E. a distance of 68.14 feet;
10. S.40°11'51"E. a distance of 66.99 feet;
11. S.30025'43"E. a distance of 66.83 feet;
12. S.27°20'50"E. a distance of 66.62 feet;
13. S.23029'38"E. a distance of 67.02 feet;
14. S.14059'13"E. a distance of 70.72 feet;
15. N.75025'04"E. a distance of 120.00 feet;
16. S.14034'56"E. a distance of 32.62 feet;
17. S.75025'04"W. a distance of 120.00 feet;
18. S.14034'56"E. a distance of 189.54 feet;
19. S.15059'08"E. a distance of 67.11 feet;
20. S.18°48'17"E. a distance of 67.69 feet;
21. S.21°34'42"E. a distance of 162.75 feet to a point on a non-tangent curve to the left;
22. Southerly along the arc of said curve, a distance of 343.62 feet(said curve having a
radius of 300.00 feet, a central angle of 65037'39" and a chord bearing S.14°45'21"W.,
325.15 feet);
23. S.18003'29"E. a distance of 213.79 feet;
24. N.45039'12"W. a distance of 193.39 feet;
25. S.67026'39"W. a distance of 470.20 feet to a'/2"iron rod found in the the West Line of the
345.79 Acre Tract and the East Line of the 558.26 Acre Tract;
THENCE along said West Line the following two (2) courses:
1. N.1 9002'53"W. a distance of 832.03 feet to a'/z"iron rod found;
2. N.1 8048'58"W. a distance of 850.22 feet to the said Point of Beginning.
Containing 25.80 acres, more or less.
S ALAND951-1000\980\980-KARST.rtf
EXHIBIT H
Page 1 of 2
I /
I �
II
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I PROSPECTOR'S CAVE I
11 1
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I / VENTUR£"CAVE
o 1 --- '
� Z
I � � n
I o c
� Z
Q) KARST/OPEN SPACE LOT
Q 25.8 ACRES
NOTE.•
o THIS 25.8 ACRE OPEN SPACE WILL
BE DEEDED TO THE WILLIAMSON
Z COUNTY KARST CONSERVATION
OO FOUNDA TION OR THE Cl TY OF ROUND
ROCK
Z
c>
RANDALL JONES ENGINEERING, INC.
1212 E. BRAKER LANE, AUSTIN, TEXAS 78753
(512) 836-4793 FAX. (512) 836-4817
RJ SURVEYING, INC.
EXHIBIT H 1212 E. BRAKER LANE, AUS71N, 7FXAS 78753
Page 2 of 2 (512) 836-4793 FAX (512) 836-4817
DATE: October 21, 2004
SUBJECT: City Council Meeting - October 26, 2004
ITEM: 15.D.2. Consider a resolution authorizing the Mayor to execute a
Consent Agreement with Highlands at Mayfield Ranch, Ltd. for
the creation of Highlands at Mayfield Ranch Municipal Utility
District.
Department: Planning and Community Development
Staff Person: Jim Stendebach, Planning Director
Steve Sheets, City Attorney
Justification:
The Highlands at Mayfield Ranch has requested City consent to create a Municipal Utility
District for a 345.79 acre tract of land in the northwest corner of our ET]. The land is within
the CCN of the City of Georgetown and wastewater will be provided by Williamson County.
Funding•
Cost: N/A
Source of funds: N/A
Outside Resources: Blake Magee
Background Information:
The following are the main provisions of the consent agreement:
1. City will receive a "Master Development Fee" of 8% of each bond reimbursement
up to 1.6 million dollars.
2. Developer will construct 2 lanes of Arterial H from Flowstone Lane to Lagoona
Drive. $200,493.00 of fiscal security held by the City will be used to assist this
construction.
3. The Developer and City have entered into a cost sharing agreement for the
extension of Arterial H west to CR 175. This agreement is attached as an exhibit.
4. The developer will dedicate a water storage tank site to the City of Round Rock.
5. The City will not provide water or wastewater services to the MUD.
6. Street lights will be the responsibility of the MUD or electric utility.
7. Drainage plans must be approved by the City.
8. The City and Developer agree to negotiate a fire protection plan.
9. 25.8 acres will be dedicated to the Williamson County Karst Foundation.
10. Development must comply with the concept plan approval by the Planning and
Zoning Commission.
11. The City consents to the creation of the MUD.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
CONSENT AGREEMENT
BETWEEN
CITY OF ROUND ROCK, TEXAS
AND
HIGHLANDS AT MAYFIELD RANCH, LTD.
FOR HIGHLANDS AT MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT
181425-12 10/08/2004
CONSENT AGREEMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Consent Agreement ("Agreement") is between the City of Round Rock, Texas (the
"City"), a home-rule city located in Williamson County, Texas and Highlands at Mayfield
Ranch,Ltd., a Texas limited partnership ("Developer").
INTRODUCTION
Developer owns or has an option to purchase approximately 345.79 acres of land located
within the extraterritorial jurisdiction of the City (the "Land"). The Land is more particularly
described by metes and bounds on the attached Exhibit A, and its boundaries are depicted on the
concept plan attached as Exhibit B ("Concept Plan").
Developer intends to develop the Land as "Highlands at Mayfield Ranch," a master-
planned, residential community that will include park and recreational facilities to serve the
community. Although the Land is located within the City's extraterritorial jurisdiction, it is not
located within the City's water or wastewater service areas, and the City will not provide water
supply or wastewater treatment services to the Land. Because the Land constitutes a significant
development area that will be developed in phases under a master development plan and will
receive water supply and wastewater services through utility providers other than the City,
Developer and the City wish to enter into this Agreement, which will provide an alternative to
the City's typical regulatory process for development, encourage innovative and comprehensive
master-planning of the Land, provide certainty of regulatory requirements throughout the term of
this Agreement and result in a high-quality development for the benefit of the present and future
residents of the City and the Land.
Therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, including the agreements set forth below,the parties contract as follows.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement
or in the City's ordinances, the following terms and phrases used in this Agreement will have the
meanings set out below:
Agreement: This Consent Agreement between the City of Round Rock, Texas and
Developer.
City: The City of Round Rock, Texas, a home rule city located in Williamson County,
Texas.
City Manager: The City Manager of the City.
2
181425-12 10/08/2004
f ,
Concept Plan: The concept plan for the Land attached as Exhibit B as submitted by
Developer on October 1, 2003 and approved by the City on July 7, 2004, as amended from time
to time in accordance with this Agreement.
Co : Williamson County,Texas.
Developer: Highlands at Mayfield Ranch, Ltd., a Texas limited partnership, or its
successors and assigns under this Agreement.
District: Highlands at Mayfield Ranch Municipal Utility District, a political subdivision
of the State of Texas, to be created over a portion of the Land, with the consent of the City, as
provided in this Agreement.
Effective Date of this Agreement: The date when one or more counterparts of this
Agreement, individually or taken together,bear the signature of all parties.
Georgetown: The City of Georgetown,Texas.
Land: Approximately 345.79 acres of land located in the City's extraterritorial
jurisdiction, described by metes and bounds on Exhibit A.
Master Development Fee: The fee to be paid by Developer to the City, as described in
Article II.
ARTICLE II
DEVELOPER'S COMMITMENTS TO THE CITY
Section 2.01 Master Development Fee. As consideration for this Agreement,
Developer agrees to pay the City a Master Development Fee of up to$1,600,000 out of proceeds
from the issuance of bonds by the District. This Master Development Fee will be calculated at
the rate of 8% of each bond reimbursement received by Developer from the District for
construction, geotechnical and engineering expenditures advanced by Developer for water,
wastewater and drainage facilities within the Land, in accordance with the formula attached as
Exhibit C. Each installment of the Master Development Fee will be payable to the City if, as
and when the bond reimbursement upon which the fee is calculated is received by Developer.
Section 2.02 Arterial H Extension.
a. As additional consideration for this Agreement, Developer agrees to construct two
lanes of Arterial H from Flowstone Lane to Lagoona Drive in Mayfield Ranch and Stone Oak
Subdivisions, as shown on Exhibit D-1 (the "Developer Extension"). The City acknowledges
that the City has previously collected and is holding fiscal security posted by others sufficient to
fund $200,493 of the cost of the Developer Extension, and agrees to release that fiscal to the
Developer to reimburse Developer for a portion of the costs of the Developer Extension upon
completion of construction of the Developer Extension.
b. Developer and Parkside at Mayfield Ranch, Ltd. ("Parkside") have negotiated
and will enter into a cost sharing agreement with the County (the "Roadway Participation
3
181425-1210/19/2004
Agreement") for the extension of two lanes of Arterial H, constructed to urban standards, from
Mayfield Ranch Section 7 west to Sam Bass Road, as shown on Exhibit D-2 (the "County
Extension"). A copy of the Roadway Participation Agreement is attached hereto as Exhibit E.
The Developer agrees to perform all of its obligations under the Roadway Participation
Agreement. As provided in the Roadway Participation Agreement, and as additional
consideration for this Agreement, Developer and Parkside will (i) obtain and pay the cost of the
engineering design of the County Extension, and provide this design to the County for approval;
and (ii) upon approval of the design by the County, post fiscal to cover the remainder of their
fifty percent of the estimated cost of the County Extension (the "Arterial H Fiscal"). The
foregoing notwithstanding, Developer agrees that, if the Arterial H Fiscal has not been posted by
the Developer prior to the time the County approves the first subdivision plat for the Land, the
Developer will post the Arterial H. Fiscal with the County at the time of such plat approval.
C. The Developer agrees that the portion of the right-of-way for Arterial H located
within the Land will be excluded from the boundaries of the District prior to the time the District
calls an election to authorize bonds, so that it may be annexed by the City.
Section 2.03 Water Storage Tank Site.
a. As additional consideration for this Agreement, Developer agrees to dedicate the
tract of land more particularly described in Exhibit F-1 to the City (the "Tank Site"). The City
proposes to construct a water storage tank on the Tank Site; however, due to the fact that the
Land will not receive water service from the City, this proposed water storage tank will not
benefit the Land or the Developer. Dedication of the Tank Site will result in the loss of a number
of proposed residential lots planned for the Tank Site, at a projected cost to Developer of
$200,000, and the City acknowledges that the dedication of the Tank constitutes valuable
consideration to the City. The Developer agrees that the Tank Site will be excluded from the
boundaries of the District prior to the time the District calls an election to authorize bonds, so
that it may be annexed by the City.
b. The Tank Site will be dedicated to the City, by dedication deed in the form
attached as Exhibit F-2, on or before the first anniversary of the date of this Agreement. The
Tank Site may, with the approval of the Developer, which will not be unreasonably withheld, be
used for a municipal purpose other than as a site for a water storage tank; however, no use that
would create a nuisance or adversely affect the desirability and value of the residential areas
within the Land for any reason, including, without limitation, due to appearance, noise or traffic,
will be permitted.
ARTICLE III
MASTER DEVELOPMENT PLAN
Section 3.01 Phased Development. Developer intends to develop the Land in phases.
Portions of the Land not under active development may remain in use as income-producing
agricultural lands or as open space land.
Section 3.02 Concept Plan; Exceptions. The City hereby confirms (i) its approval of
the Concept Plan effective July 7, 2004, and (ii) that the Concept Plan complies with the City's
4
181425-12 10/08/2004
General Plan, as amended. The City approves the land uses, densities, exceptions, roadway
alignments and sizings and other matters shown on the Concept Plan, and confirms that the
Concept Plan has been approved by all required City departments, boards and commissions.
Section 3.03 Development Review and Approval. The City agrees that Williamson
County will have the sole responsibility for review and approval of all construction plans,
development plans, preliminary plans, and subdivision plats within the Land, and that, except as
provided in Section 5.02, no City review or approval will required and no related City fees will
be assessed. The City agrees to amend its interlocal agreement with Williamson County to
delegate the authority for such approvals to Williamson County. The foregoing notwithstanding,
the Developer agrees that the Land will be developed in accordance with all City subdivision
ordinance requirements which are applicable under Section 212.003, Texas Local Government
Code, subject to any modifications of such requirements provided by this Agreement. The
Developer agrees to provide service availability letters from the applicable water and wastewater
utility service providers at the time of submission of each final plat.
Section 3.04 Term of Approvals. The Concept Plan will be effective for the term of
this Agreement. Any preliminary subdivision plat or final subdivision plat that is consistent with
the Concept Plan, applicable City ordinances and state law will be effective for the term of this
Agreement.
Section 3.05 Amendments. Due to the fact that the Land comprises a significant land
area and its development will occur in phases over a number of years, modifications to the
Concept Plan may become desirable due to changes in market conditions or other factors. Minor
variations of a preliminary plat or final plat from the Concept Plan that do not increase the
overall density of development of the Land, as contemplated by the City's General Plan, will not
require an amendment to the Concept Plan. Minor changes to the Concept Plan, including minor
modifications of street alignments, minor changes in lot lines, the designation of land for public
or governmental uses; changes in lot sizes that do not result in an increase in the overall density
of development of the Land (including any increase in lot sizes resulting in a decrease in the total
number of lots) or any change to a public use, including, but not limited to school use, will be
approved administratively by the City's Director of Planning. Major changes to the Concept
Plan must be consistent with the terms of this Agreement and will be subject to review and
approval by the City.
ARTICLE IV
CREATION OF DISTRICT
Section 4.01 Consent to Creation of District. The City acknowledges receipt of
Developer's request, in accordance with Section 54.016, Texas Water Code and Section 42.042,
Texas Local Government Code, for creation of the District over the Land. On the Effective Date
of this Agreement, the City has approved the resolution attached as Exhibit G (the "Consent
Resolution") consenting to the inclusion of the portion of the Land described in the Consent
Resolution within the proposed District. The City agrees that Exhibit G will constitute and
evidence the City's consent to the creation of the District within its extraterritorial jurisdiction.
5
181425-12 10/08/2004
Section 4.02 Water and Wastewater Services to District. The Land is located
outside of the water and wastewater service areas of the City and the City will have no obligation
to extend water or wastewater services to the Land under the terms of this Agreement..
Section 4.03 Street Lighting. Developer, or an electric utility, will construct all
required street lighting within the boundaries of the District, and the District will be required to
operate and maintain the street lighting within its boundaries.
Section 4.04 Annexation.
a. The City agrees that it will not annex the District until: (i) water, wastewater and
drainage facilities have been completed to serve at least 90% of the developable acreage within
the District; and (ii) (a) Developer has been reimbursed by the District for the water, wastewater
and drainage facilities in accordance with the rules of the Texas Commission on Environmental
Quality or (b)the City has expressly assumed the obligation to reimburse Developer under those
rules. The City agrees that a request for annexation will not be required to be submitted with
any final plat of property within the District.
b. Contemporaneously with the annexation of the land within the District, the City
will zone any undeveloped property within that District consistently with the land uses shown on
the Concept Plan, and will zone all developed property consistently with the land uses in
existence on the date of the annexation.
ARTICLE V
DEVELOPMENT MATTERS
Section 5.01 Generally. Developer will have the right to select the providers of
CATV, gas, electric, telephone, telecommunications and all other utilities and services,
including solid waste collection and recycling services, or to provide "bundled" utilities within
the Land.
Section 5.02 Drainage. Due to the fact that the Land is upstream from the City, the
Developer's drainage plan will be subject to City review and approval, which will be not
unreasonably withheld or delayed. The City agrees that the Land will be eligible to participate in
the City's regional detention facilities, rather than providing on-site detention, on the same basis
as other development within the City's extraterritorial jurisdiction. Subject to the City's review
and approval of the Developer's drainage plan, the availability of capacity, and the payment of
all applicable City fees, the City agrees to provide written confirmation of its commitment of
detention capacity or services for the Land. Developer, or its successors or assigns, will maintain
all stormwater drainage facilities within the Land that are not accepted by the District for
operation and maintenance, including all drainage easements.
Section 5.03 Fire Protection Services. The Developer agrees to negotiate a fire
plan with the City, for presentation to the District, under which the District would receive fire
protection and emergency service from the City and the District would compensate the City for
such services as authorized by Section 49.351, Texas Water Code,. The City acknowledges that
any fire protection plan must be approved by the Texas Commission on Environmental Quality
6
181425-12 10/08/2004
and the voters within the District, and approval will be subject to confirmation that the District is
not included within the service area of an existing emergency services district.
ARTICLE VI
PARK AND RECREATIONAL AMENITIES; KARST DEDICATION
Section 6.01 Parkland. The Developer agrees that not less than 35 acres of the park or
open space land shown on the Concept Plan will be dedicated for open space, mitigation or other
public purposes, including the 25.8 acres (the "Karst Tract") described on Exhibit H which will
be dedicated to the Williamson County Karst Foundation (the "Karst Foundation"). The
dedication of the Karst Tract to the Karst Foundation will be made on or before the approval of
the first final subdivision plat out of the Land. The City agrees that Developer will receive a
100% credit for such dedications against the City's parkland dedication requirements and that no
additional parkland dedication or park fees will be required. The Developer agrees that the Karst
Tract will be excluded from the boundaries of the District prior to the time the District calls an
election to authorize bonds.
Section 6.02 Improvements. Any playground equipment constructed by Developer
will meet consumer product safety standards.
ARTICLE VII
AUTHORITY AND VESTING OF RIGHTS
Section 7.01 Authority. This Agreement is entered into, in part, under the statutory
authority of Section 212.172 of the Texas Local Government Code, which authorizes the City to
make written contracts with the owners of land establishing lawful terms and considerations that
the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities.
The parties intend that this Agreement guarantee the continuation of the extraterritorial status of
portions of the Land as provided in this Agreement; authorize certain land uses and development
on the Land; provide for the uniform review and approval of plats and development plans for the
Land; provide exceptions to certain ordinances; and provide other terms and consideration,
including the continuation of land uses and zoning after annexation of the Land.
Section 7.02 Vesting of Rights. The Concept Plan submitted by Developer on October
1, 2003 constitutes an application by Developer for the subdivision and development of the
Land, and initiated the subdivision and development permit process for the Land. The City
acknowledges that Developer has vested authority to develop the Land in accordance with this
Agreement. It is the intent of the City and Developer that these vested development rights
include the character of land uses, the number of units, the general location of roadways, the
design standards for streets and roadways, and development of the Land in accordance with the
standards and criteria set forth in this Agreement and applicable City ordinances in existence on
October 1, 2003, subject to any exceptions described in this Agreement.
Section 7.03 Landowner's Right to Continue Development. In consideration of
Developer's agreements hereunder, the City agrees that it will not, during the term of this
Agreement, impose or attempt to impose: (a) any moratorium on building or development within
the Land or (b) any land use or development regulation that limits the rate or timing of land use
7
181425-12 10/08/2004
approvals, whether affecting preliminary plats, final plats, site plans, building permits,
certificates of occupancy or other necessary approvals, within the Land. The preceding sentence
does not apply to temporary moratoriums uniformly imposed throughout the City due to an
emergency constituting imminent threat to the public health or safety, provided that such a
moratorium will continue only during the duration of the emergency.
ARTICLE VIII
TERM,ASSIGNMENT AND REMEDIES
Section 8.01 Term. The term of this Agreement will commence on the Effective Date
and continue for 15 years thereafter, unless terminated on an earlier date under other provisions
of this Agreement or by written agreement of the City and Developer. Upon the expiration of 15
years, this Agreement may be extended, at Developer's request, with City Council approval, for
up to two successive 15-year periods.
Section 8.02 Termination and Amendment by Agreement. This Agreement may be
terminated or amended as to all of the Land at any time by mutual written consent of the City
and Developer and, following creation of the District, the District, or may be terminated or
amended only as to a portion of the Land by the mutual written consent of the City and the
owners of the portion of the Land affected by the amendment or termination and, following
creation of the District, the District.
Section 8.03 Assignment.
a. This Agreement, and the rights of Developer hereunder, may be assigned by
Developer, with the City's consent, to a subsequent developer of all or a portion of the
undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights
and obligations and be executed by the proposed assignee. The City's consent to any proposed
assignment will not be unreasonably withheld or delayed.
b. If Developer assigns its rights and obligations hereunder as to a portion of the
Land, then the rights and obligations of any assignee and Developer will be severable, and
Developer will not be liable for the nonperformance of the assignee and vice versa. In the case
of nonperformance by one developer, the City may pursue all remedies against that
nonperforming developer, but will not impede development activities of any performing
developer as a result of that nonperformance.
C. This Agreement is not intended to be binding upon, or create any encumbrance to
title as to, any ultimate consumer who purchases a fully developed and improved lot within the
Land.
Section 8.04 Remedies.
a. If the City defaults under this Agreement, Developer may enforce this Agreement
by seeking a writ of mandamus from a Williamson County District Court, or may give notice
setting forth the event of default ("Notice") to the City. If the City fails to cure any default that
can be cured by the payment of Money ("Monetary Default") within 45 days from the date the
8
181425-12 10/08/2004
City receives the Notice, or fails to commence the cure of any default specified in the Notice that
is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently
pursue such cure to completion, Developer may terminate this Agreement as to all of the Land
owned by Developer, or as to the portion of the Land affected by the default; however, any such
remedy will not revoke the City's consent to the creation of the District..
b. If Developer defaults under this Agreement, the City may enforce this Agreement
by seeking injunctive relief from a Williamson County District Court, or the City may give
Notice to Developer. If Developer fails to cure any Monetary Default within 45 days from the
date it receives the Notice, or fails to commence the cure of any default specified in the Notice
that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to
diligently pursue such cure to completion, the City may terminate this Agreement; however, any
such remedy will not revoke the City's consent to the creation of the District..
C. If either party defaults, the prevailing party in the dispute will be entitled to
recover its reasonable attorney's fees, expenses and court costs from the non-prevailing party.
Section 8.05 Cooperation.
a. The City and Developer each agree to execute such further documents or
instruments as may be necessary to evidence their agreements hereunder.
b. The City agrees to cooperate with Developer in connection with any waivers or
approvals Developer may desire from Georgetown or Williamson County in order to avoid the
duplication of facilities or services in connection with the development of the Land.
C. In the event of any third party lawsuit or other claim relating to the validity of this
Agreement or any actions taken hereunder, Developer and the City agree to cooperate in the
defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim
without diminution in their respective rights and obligations under this Agreement.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01 Notice. Any notice given under this Agreement must be in writing and
may be given: (i) by depositing it in the United States mail, certified, with return receipt
requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing
it with Federal Express or another service guaranteeing "next day delivery", addressed to the
party to be notified and with all charges prepaid; (iii) by personally delivering it to the party, or
any agent of the party listed in this Agreement, or (iv) by facsimile with confirming copy sent by
one of the other described methods of notice set forth. Notice by United States mail will be
effective on the earlier of the date of receipt or 3 days after the date of mailing. Notice given in
any other manner will be effective only when received. For purposed of notice, the addresses of
the parties will, until changed as provided below, be as follows:
9
181425-12 10/08/2004
CITY: City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attn: City Manager
With Required Copy to: Steve Sheets
Sheets & Crossfield
309 E. Main Street
Round Rock, Texas 78664-5264
DEVELOPER: Highlands at Mayfield Ranch, Ltd.
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn: Blake Magee
With Required Copy to: Sue Brooks Littlefield
Armbrust& Brown, L.L.P.
100 Congress Avenue, Suite 1300
Austin, Texas 78701
The parties may change their respective addresses to any other address within the United States
of America by giving at least 5 days' written notice to the other party. Developer may, by giving
at least 5 days' written notice to the City, designate additional parties to receive copies of notices
under this Agreement.
Section 9.02 Severability; Waiver. If any provision of this Agreement is illegal,
invalid, or unenforceable, under present or future laws, it is the intention of the parties that the
remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or
unenforceable provision, that a provision be added to this Agreement which is legal, valid, and
enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is
possible.
Any failure by a party to insist upon strict performance by the other party of any material
provision of this Agreement will not be deemed a waiver thereof or of any other provision, and
such party may at any time thereafter insist upon strict performance of any and all of the
provisions of this Agreement.
Section 9.03 Applicable Law and Venue. The interpretation, performance,
enforcement and validity of this Agreement is governed by the laws of the State of Texas.
Venue will be in a court of appropriate jurisdiction in Williamson County, Texas.
Section 9.04 Entire Agreement. This Agreement contains the entire agreement of the
parties. There are no other agreements or promises, oral or written, between the parties
regarding the subject matter of this Agreement. This Agreement can be amended only by written
10
18142 -12 10/08/2004
agreement signed by the parties. This Agreement supersedes all other agreements between the
parties concerning the subject matter.
Section 9.05 Exhibits, Headings, Construction and Counterparts. All schedules and
exhibits referred to in or attached to this Agreement are incorporated into and made a part of this
Agreement for all purposes. The paragraph headings contained in this Agreement are for
convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever
appropriate, words of the masculine gender may include the feminine or neuter, and the singular
may include the plural, and vice-versa. The parties acknowledge that each of them have been
actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of
construction that any ambiguities are to be resolved against the drafting party will not be
employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or
inconsistency between the provisions of this Agreement and otherwise applicable City
ordinances, the terms of this Agreement will control. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an original, and all of which will
together constitute the same instrument. This Agreement will become effective only when one
or more counterparts, individually or taken together, bear the signatures of all of the parties.
Section 9.06 Time. Time is of the essence of this Agreement. In computing the
number of days for purposes of this Agreement, all days will be counted, including Saturdays,
Sundays and legal holidays; however, if the final day of any time period falls on a Saturday,
Sunday or legal holiday, then the final day will be deemed to be the next day that is not a
Saturday, Sunday or legal holiday.
Section 9.07 Authority for Execution. The City each certifies, represents, and
warrants that the execution of this Agreement is duly authorized and adopted in conformity with
its City Charter and City ordinances. Developer hereby certifies, represents, and warrants that
the execution of this Agreement is duly authorized and adopted in conformity with the articles of
incorporation and bylaws or partnership agreement of each entity executing on behalf of
Developer.
Section 9.08 Exhibits. The following exhibits are attached to this Agreement, and
made a part hereof for all purposes:
Exhibit A - Metes and Bounds Description of the Land
Exhibit B - Concept Plan
Exhibit C - Master Development Fee Formula
Exhibit D-1 - Developer Extension
Exhibit D-2 - County Extension
Exhibit E Roadway Participation Agreement
Exhibit F- Water Storage Tank Site; Dedication Deed
11
181425-12 10/08/2004
Exhibit G Consent Resolution
Exhibit H - Karst Dedication Site
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the
dates indicated below.
CITY OF ROUND ROCK
By:
Printed Name:
Title:
Date:
HIGHLANDS AT MAYFIELD RANCH, LTD.
By: BJM Mayfield Ranch GP, Inc., a Texas
corporation, General Partner
By:
Blake J. Magee, President
Date:
12
181425-12 10/08/2004
EXHIBIT A
37
bEINC 345,79 acres In the John Powell Survey; Abstract No, 4919 in
Williamdon County, Texas, and being out of end a part of a 1437.45
acre tract of land described Ln a deed from James Carland Walsh,
at ux, to Tom E. Nelson, Jr., Trustee No. I. deed dated June 25,
19730 and recorded in Vol. 571, Page 446, Used Records, Willistoson
County, Texas,
DSCINNOU at an iron stake found by a f6noa corner post marking the ,
y• Northeast corner of the said 1437,45 acre tract and being she North.
east corner hereof; said point also being the Southeast corner of
a 358,00 acre tract of land described in a dead to Tota to Nelson, Jr. .
Deed of Redord iu Vol. 538, Page 273 of the Deed Records of Willisatson
County, Texan;
TRENCE S 200281E, 1957.08 fast with the fence along the East boundary
line of the said 1437.45 acre tract to an Lron stake by a fence ,
turner post for a corner hereof;
U ENCE S 67'281W, 571,48 feet with an offset in the fence along the
East boundary line of the said 1437,45 arra tract to an iron :cake
by a fence corner poet for an "ell" corner hereof;
THENCE S 21*01'E, 2914.16 fact with the fence along the Esat boundary
line of the said 1437.45 acre tract to an iron stake by a fence
i corn:r pact marking the Southeast corner hereof; said point also
being an "ell" co mpr in the said Eger boundary lone of the 1437.45
acre tract and also being on or near the South boundary Line of the
John Powell Survey and the North line of the Ephraim Evans Survey)
THENCE S 68'591W, 2997.25 feet along the South boundary line hereof
t and along or near the South boundary line of the said John Powell
Survey, to an iron stake sec in the fence along the 'Wast boundary
line of the said 1431.45 acre tract marking the Southwest corner
hereof, said point also being in the East boundary line of the Dlck
Mayfield Tract; •
T118NCt N 179551W, 1142.97 feet with the fence to a fence corner poet
marking the Northeast corner of the Dick Hayfield tract and the
Southeast corner ol .the Party Mayfield Tract, said point also being
the :northeast corner of the WsshLngton Anderson Survey and the
Southeast corner of the John b. Anderson Survey as fenced and used
upon the ground;
THENCE cuntinuing with the East line of the Perry Mayfield Tract
and the West boundary line hereof as followst
N 17'49'W, 601.31 teat;
N 19'48'W, 832.00 EKeti
and N 180541W, 1466.92.fast to an iron betake fount by a fence
corner post marking the Northwest corner of the said 1437.45 acre
tract, said point also being the Northeast corner of the Perry
Mayfield Tract, near the Southeast corner of the Tom to Nelson, Jr.
Tract which is described irk Vol, 556, Page 271 of -the Dead Records
of Williamson County, Tattas, and the Southwest corner of the 378.00
acre tract referred to above;
THENCE with the fenat along the North bounanry line of the said
1437,45 acre tract and tho South boununry Line rf the said Ton C.
Nelson, Jr. 'Pratt, N 6813710119, 3326.1.6 feet, and N 421131C,
51.91 feet to the PLACE.0C.AEatNNINC,
/ I I
,I
Iota
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EXHIBIT C
MASTER DEVELOPMENT FEE CALCULATION
TOTAL ELIGIBLE MUD BOND ISSUE AMOUNT: $
Less:
Non-Construction Costs:
Legal and Financial Advisory Fees: $
Interest Costs: $
Capitalized Interest
Developer Interest
Bond Discount $
Administrative and Organization $
(including creation costs and operating
advances)
Bond Application, Market Study $
TCEQ Bond Issuance Fee $
Total Non-Construction Costs: $
Application, Review and Inspection Fees $
Site Costs $
Offsite Costs $
Total Deductions: $
NET ELIGIBLE MUD BOND ISSUE AMOUNT $
MASTER DEVELOPMENT FEE PERCENTAGE: X 8%
MASTER DEVELOPMENT FEE AMOUNT: $
* based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of
developer reimbursables performed at the time of each Bond issue
Exhibit C
Pagel of 1
181425-12 10/08/2004
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EXHIBIT E
ARTERIAL H
ROADWAY PARTICIPATION AGREEMENT
This Roadway Participation Agreement ("Agreement") is entered into between
Williamson County, Texas (the "County") and Highlands at Mayfield Ranch, Ltd., a Texas
limited partnership ("Highlands") and Parkside at Mayfield Ranch, Ltd., a Texas limited
partnership ("Parkside") (collectively, the "Developers"). The County and the Developers are
sometimes individually referred to as a "Party" and collectively referred to as the "Parties."
Each of the Parties confirms that it has the authority to enter into this Agreement and the ability
to perform its obligations under this Agreement, without the further approval or consent of any
other person or entity.
Recitals
WHEREAS, Highlands is in the process of developing a residential development to be
known as the Highlands at Mayfield Ranch (the "Highlands Project"); and
WHEREAS, Parkside is in the process of developing a residential development to be
known as Parkside at Mayfield Ranch (the "Parkside Project"); and
WHEREAS, in connection with its development of the Highlands Project, and in
recognition of the impact that the development will have on traffic demands in the County,
Highlands has agreed to construct two lanes of Arterial H from Flowstone Lane to Lagoona
Drive in the Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit "A-1" (the
"Developer's Project"); and
WHEREAS, both the general public and the Developers will benefit if the County and
the Developers cooperate in order to expedite an additional extension of Arterial H from
Mayfield Ranch Section 7 west to Sam Bass Road as shown on Exhibit "A-2" (the "Project");
and
WHEREAS, the County is willing to proceed with construction of the Project, provided
that the Developers pay or reimburse the County for certain costs of the Project, as provided in
this Agreement; and
WHEREAS, the County has agreed to dedicate 100 feet of right-of-way for the Project
and the Developers have obtained the agreement of the Palmer brothers to dedicate 100 feet of
right-of-way (comprising approximately 3.5 acres) out of the "Palmer Tract" for the Project, as
shown on Exhibit "A-211;
NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations
and benefits set forth in this Agreement, the Parties agree as follows:
Exhibit E
Page 1 of 15
181425-12 10/08/2004
Section 1. Arterial H; The Project. Arterial H will be designed as a minor arterial,
divided four-lane roadway, which will include curb and gutter, and will be located within
approximately 100-feet of right-of-way, depending on design requirements. The Project will
consist of the extension of two lanes of Arterial H, constructed to urban standards, from Honey
Bear Creek (Mayfield Ranch, Section 7) west to Sam Bass Road, as shown on Exhibit "A-211
.
a. The design for Arterial H will include the following features:
i. Four 12-foot wide travel lanes;
ii. Asphalt pavement sections with curb and gutter;
iii. Traffic signal underground conduit and pull boxes at the intersection of
Arterial H and Sam Bass Road;
iv. Mitigation for environmental impacts as and to the extent required by
applicable law, with the County providing any necessary mitigation land, as
provided in Section 2; and
V. Erosion/sedimentation controls, revegetation, and stormwater management
during construction as required by the County and the Texas Commission on
Environmental Quality ("TCEQ"), and permanent stormwater management
controls as required by the County, TCEQ and the City of Round Rock.
b. The Project will include the following features:
i. Two 12-foot wide travel lanes, with curb and gutter on the north side,
from Honey Bear Creek (Mayfield Ranch, Section 7) to Sam Bass Road, as
shown on Exhibit"A-2"; and
ii. A six-foot wide sidewalk on the north side of the right-of-way, meeting all
applicable accessibility standards and built simultaneously with the road segment.
Section 2. Mitigation Land; Impervious Coverage. If the presence of endangered
species requires mitigation for the Project, the Developers will not be responsible for any
mitigation land unless a further agreement is entered into between the County and the
Developers. If the total cost of mitigation would exceed $50,000, then the County may give
written notice to the Developers advising the Developers of the cost of mitigation and that the
County elects to terminate unless the Developers provide the necessary mitigation land or funds
required to reduce the County's cost of mitigation to $50,000. Unless the Developers give
written notice to the County within 15 days of the Developer's receipt of the County's notice that
the Developers elect to provide such land or funds, then this Agreement will automatically
terminate and be of no further force or effect. If sufficient County-owned open space is
available, the County also agrees to designate and include sufficient County-owned land in the
application to the TCEQ for the Project so that the impervious coverage for the Project will not
exceed 20 percent.
Exhibit E
Page 2 of 15
181425-12 10/08/2004
Section 3. Budget. The preliminary budget for the Project is attached as Exhibit "B"
(the "Preliminary Budget"). Upon award of a construction contract for the Project, the Project
Engineer, as defined below, will prepare an updated budget for the Project, which will reflect the
accepted bid price, will include each of the line items contained in the Preliminary Budget, and
will supersede and replace the Preliminary Budget (the "Updated Budget"). The Project
Engineer will provide a copy of the Updated Budget to the County and the Developers and a
copy of the Updated Budget will be dated and attached to this Agreement.
Section 4. Design of the Project.
(a) The Developers will retain Randall Jones Engineering or another engineer
selected by Developers and approved by the County ("Project Engineer"), to prepare the design
for the Project. The Developers will advance and pay the fees and charges of the Project
Engineer, which will not exceed a maximum of 10 percent of the Total Construction Cost, as set
forth in Section 12, and all payments by the Developers to the Project Engineer will be credited
against Developers' share of the costs of the Project payable under this Agreement. The County
approves the form of the contract to be entered into with the Project Engineer*attached as
Exhibit"C".
(b) The design of the Project will be subject to approval by the County and all other
governmental agencies with jurisdiction. The County agrees to review the plans and
specifications for the Project and to provide the Project Engineer with written comments
specifically identifying any required revisions within ten days of submission of the plans and
specifications to the County.
Section 5. Project Mana ement. Blake Magee Company will manage the
construction of the Project ("Project Manager"). The Project Manager will ensure timely and
satisfactory completion of the Project, including planning and conducting a preconstruction
conference, monitoring the construction schedule, providing the County with prior notice of
major items of work during construction, and otherwise coordinating among the Parties and other
persons and entities involved in the Project on an ongoing basis. The County will pay the fees
and charges of the Project Manager, which will not exceed a maximum of four percent of the
Total Construction Cost, as set forth in Section 12. The County hereby approves the form of the
contract to be entered into with the Project Manager attached as Exhibit "D".
Section 6. Designated Representatives. The County and the Developers each
designate the individual specified below ("Designated Representative") to represent them and
to act on their behalf with respect to the subject matter of this Agreement. Each Designated
Representative will have authority to determine and interpret the policies and exercise the
discretion of the Party it represents, and a Party may rely on the decisions and representations
made by the other Party's Designated Representative with respect to the subject matter of this
Agreement, except as provided by Section 15(d) below. Each Designated Representative may
designate other representatives to transmit instructions and receive information on the
Designated Representative's behalf.
County: Joe England
Exhibit E
Page 3 of 15
181425-12 10/08/2004
Address: 710 South Main St.
Georgetown, Texas 78626
Highlands: Blake Magee
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
Parkside: Blake Magee
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
The Project Manager and the Project Engineer will each report regularly to, and cooperate and
coordinate with, the Parties' Designated Representatives. The Designated Representatives will
be required to cooperate and coordinate with one another, including meeting with and or
reporting information to one another regarding the Project, either at regular intervals or at other
times determined by the County, and reviewing and commenting in a timely manner on work
products associated with the Project.
Section 7. Fiscal for Developer's Cost Participation. Upon the Project Engineer's
preparation of the Updated Budget, the Developers agree to post fiscal in an amount equal to (a)
fifty percent of the total cost of the Project ("Total Project Cost"), as set forth in the Updated
Budget less (b)(i) the sums advanced by the Developers to pay the cost of design of the Project,
as set forth in Section 4(a) and (ii) any sums advanced by the Developers to pay for permitting of
the Project (the "Developer's Cost Share").
Section 8. Construction and Acquisition of Project.
(a) The Parties acknowledge that the Project is a County road construction project
and involves construction of public improvements. Accordingly, the Project will be constructed
and all easements, equipment, materials and supplies acquired in the name of the County. The
County and the Developers acknowledge and agree that all tangible personal property to be
purchased for use in construction of the Project and all taxable services to be performed for the
design, management and construction of the Project are subject to the sales tax exemption
provisions of Section 151.311 of the Texas Tax Code. The County agrees to provide its
employer identification number and any other information reasonably required to obtain an
exemption of sales tax for the Project and the labor and materials incorporated into the Project
upon the Project Manager's request.
(b) The County will award a contract for the construction of the Project in the form
and with the content of the contract attached as Exhibit "E" (the "Construction Contract").
Within 10 days after execution of the Construction Contract, the County will provide the
Developers with a copy of the executed Construction Contract and copies of any related
documents, including the required insurance certificates, and payment and performance bonds in
Exhibit E
Page 4 of 15
181425-12 10/08/2004
compliance with Chapter 2253, Texas Government Code. The County will also provide the
Developers with copies of any subsequent documents amending or replacing the Construction
Contract or any related documents; however, no change orders to the Construction Contract may
be made without the Developers' approval, which will not be unreasonably withheld or delayed.
(c) The Developers acknowledge that the County, as a political subdivision of the
State of Texas, is subject to the provisions of Chapter 2258, Subchapter B, of the Texas
Government Code, pertaining to prevailing wage rates. The Contractor will be required to pay
not less than the prevailing wage rates established by the County to workers employed by it in
the execution of the Construction Contract, and to comply with all applicable provisions of
Chapter 2258, Subchapter B, Texas Government Code, including the recordkeeping required
therein. Further, the Contractor will be required to certify in writing that it provides worker's
compensation insurance coverage for each employee of the Contractor employed on the Project,
and to obtain a certificate from each subcontractor, relating to the coverage of the
subcontractor's employees, in accordance with Section 406.096, Texas Labor Code. The
Contractor will be required to implement and maintain all customary or necessary safety
precautions and programs in connection with the construction of the Project.
(d) Within 30 days after the later of(i)the date that all required approvals of the plans
for the Project are obtained or (ii) the date that all required approvals of the subdivision plat and
construction plans for the first phase of either the Highlands Project or the Parkside Project are
obtained, the County will execute the Construction Contract and the Project Manager will issue
notice to proceed with construction of the Project to the Contractor. The County will: (i)
construct, and require its contractor (the "Contractor") and subcontractors to diligently pursue
construction of, the Project in a good and workmanlike manner and, in all material respects, in
accordance with the plans and specifications and all applicable laws, regulations, and ordinances,
and (ii) make timely payment for all materials received and work properly performed under each
applicable contract, subject to any applicable retainage requirements and amounts withheld due
to improper work or punch list items.
(e) The Project Engineer will:
(i) provide the County with all existing geotechnical surveys, topographic
surveys, and right-of-way boundary exhibit/control maps;
(ii) provide all feasibility or environmental impacts or assessments or studies
and permits or approvals required by applicable federal, state, or local law, including those for
noise, trees, archaeological or historical sites, wetlands, stormwater, endangered species, or
similar resources;
(iii) provide all engineering design for construction of the Project in
compliance with the County's standards applicable to roads of the same type and classification as
the Project, including utility and infrastructure relocations or adjustments, preparation of final
plans and specifications, construction cost estimates, and other supporting documentation, which
will be in a form that can readily be used in preparation of the Construction Contract documents;
Exhibit E
Page 5 of 15
18142 -12 10/08/2004
(iv) prepare and submit to the County for approval, at preliminary alignment,
thirty percent (30%) design complete, sixty percent (60%) design complete, and ninety percent
(90%) design complete, plans and specifications for the Project in compliance with the County's
standards applicable to roads of the same type and classification as the Project, ensure that the
plans and specifications are accompanied by appropriate engineering reports as required by the
County pursuant to its standards applicable to roads of the same type and classification as the
Project,
(v) within five business days of receipt, review and approve or take other
appropriate action regarding shop drawings and samples, and requests for information, the results
of tests and inspections and other data that the Contractor is required to submit; provided,
however, that, for structural or geotechnical items, the applicable review and approval period
will be ten days;
(vi) determine the acceptability of substitute materials and equipment proposed
by the Contractor, receive and review for general content as required by the applicable
specifications maintenance and operating instructions, schedules, guarantees, bonds and
certificates of inspection which are to be assembled by Contractor in accordance with the
Construction Contract; prepare or review change orders, and design any necessary engineering
changes;
(vii) approve all pay estimates submitted and certify them as correct;
(viii) maintain master job files of correspondence, reports of conferences, shop
drawings, samples, reproductions of the applicable plans and specifications, change orders,
addenda, daily inspection reports, additional or revised drawings, and other related construction
documents, which will be available for inspection by the County at all times;
(ix) periodically inspect the Project during construction,
(x) reject all work and materials found not to conform to minimum
requirements of the Construction Contract and the plans and specifications and, in consultation
with the County, ensure that defects are corrected or remedied;
(xi) respond to the County in writing within three business days to advise the
County of the remedies that will be effected to correct any defects brought to the attention of the
Engineer by the County or otherwise brought to the attention of the Engineer;
(xii) attend the final inspection of each portion of the Project in the presence of
the County inspector and transmit a list of any items to be completed or repaired to the County
and the Contractor; and verify the Contractor's correction of the same;
(xiii) upon completion of the Project, make any changes to the plans and
specifications for the Project required to reflect field changes and, after verifying that the revised
plans reflect, to the best of his knowledge and belief, actual conditions, submit record drawings
of the Project to the County; and
Exhibit E
Page 6 of 15
181425-12 10/08/2004
(xiv) determine the County's long-term responsibilities for maintenance of
storm water quality best management practices after completion and acceptance of the Project.
All work product produced by the Project Engineer will meet customary professional standards
applicable to the work product or the Project, as reasonably determined by the County, and is
subject to approval by the County based on cost effectiveness, sound engineering principles and
practices, and applicable legal requirements, which approval shall not be unreasonably withheld,
conditioned or delayed.
(f) The Project Manager will:
(i) manage construction of the Project, and make monthly reports to the
Parties on the progress of construction and the amounts paid to the Contractor;
(ii) submit all proposed changes to the plans and specifications and change
orders to the Construction Contract to the County for approval at least five business days prior to
approving or executing them;
(iii) arrange and coordinate materials testing with the Contractor through an
independent materials testing lab and provide the Parties with all testing information within three
business days of receipt;
(iv) arrange and observe with the Construction Contractor all acceptance
testing for the Project;
(v) upon substantial completion of the Project, provide the Parties with a
certificate of substantial completion for the Project prepared by the Project Engineer, together
with copy of the notice to the Contractor of observed items requiring completion or correction;
(vi) permit the County to inspect the construction of the Project at all
reasonable times during construction until final acceptance of the Project by the County;
(vii) coordinate the final inspection of the Project with the County's inspectors,
If, after initiation of construction, the Project Manager, based on cost effectiveness, sound
engineering principles and practices, or applicable legal requirements, reasonably determines that
the Project cannot be completed without modifications to the approved plans and specifications,
the Project Manager, in consultation with the County, will coordinate with the Project Engineer
to make those required changes. Any modifications that would materially change the plans and
specifications or increase the amount of the Construction Contract will be subject to the
Developers' and the County's approval within ten business days after receipt of notice of the
proposed changes from the Project Manager, which approval will not be unreasonably withheld.
(g) The Project will be constructed in dedicated public rights-of-way or dedicated
easements.
Exhibit E
Page 7 of 15
181425-12 10/08/2004
(h) The Project must be constructed in a good and workmanlike manner and all
material used in the construction must be free from defects and fit for their intended purpose.
Section 9. Inspection. Inspections and certifications will be conducted in accordance
with standard County policies, procedures, and requirements. The County will notify the Project
Manager and Project Engineer in writing if any inspection reveals that any part of the Project is
not constructed or completed in accordance with the plans and specifications or this Agreement
or is otherwise materially defective, and this notice will specifically detail any deficiencies. If an
inspection indicates that work or material may not comply with the plans and specifications or
the requirements of this Agreement, the County may require the Contractor to suspend work
until the County is satisfied any defect is or will be remedied.
Section 10. Completion of Project.
(a) The County must cause the Project to be substantially complete within twelve
months from the issuance of notice to proceed to the Contractor, and must be finally accepted by
the County within fifteen months from the issuance of notice to proceed.
(b) The Project Engineer will prepare a written notice of substantial completion and
forward the notice to the Project Manager, who will submit the notice to the County. The
County will conduct a final inspection of the Project within five business days after receiving
written notice of substantial completion from the Project Manager. If completed in accordance
with the terms of the plans and specifications and this Agreement in all material respects, the
County will certify the Project as being in compliance and issue a notice of final acceptance to
the Project Manager.
(c) The Contractor will be responsible for any defects in workmanship or materials
(ordinary wear and tear excepted) in the Project for one year following acceptance by the
County.
(d) Upon final acceptance of the Project by the County, the Project Manager and the
Project Engineer will deliver all plans, specifications, and files pertaining to the Project to the
County.
Section 11. Cost of Project to be Funded by County. The County will promptly pay
all costs of the Project as they become due, including, without limitation, all costs of design,
engineering, materials, labor, construction, project management and inspection arising in
connection with the Project; and all payments arising under any contracts entered into for the
construction of the Project.
Section 12. Timing and Amount of Payment by Developers.
(a) The Developers will pay one half of the actual costs of the Project, based on the
Updated Budget, in accordance with and subject to the following:
(i) The Developers will pay one half of the total construction cost payable to
the Contractor under the Construction Contract, including one-half of the capital costs for street
Exhibit E
Page 8 of 15
181425-12 10/08/2004
lighting incorporated into the Project ("Total Construction Cost"). The Total Construction Cost
will not exceed $1,800,000 unless an increase in the Total Construction Cost is authorized by the
Developer.
(ii) The Developers will pay one-half of the cost of required review, permit,
inspection fees for the Project, exclusive of County fees. The County hereby waives all County
review, permit and inspection fees in connection with the Project.
(iii) The Developers will pay one-half of the fees paid to the Project Manager.
(iv) The Developers will pay one-half of the cost of copies and reproduction
and contingency, not to exceed one-half of the related line items as set forth on the Budget
attached as Exhibit B.
(vi) The Developers receive a credit against the Total Construction Cost in an
amount equal to the sums paid to the Project Engineer and any review fees advanced by
Developer in connection with processing the plans for the Project.
(b) Monthly Payments by Developers. The Project Manager will submit an invoice
to the Developers each month which details sums due and payable to the Contractor, Project
Engineer and Project Manager for services and work performed during the previous calendar
month, together with the following backup documentation:
(i) a signed Williamson County Invoice Cover Sheet Form in the form
attached as Exhibit "F";
(ii) a narrative explanation of the items for which payment is requested;
(iii) copies of all Contractor pay estimates included in the request for payment,
which will include a detailed summary of the work completed by the Contractor and an affidavit
of bills paid and partial lien waiver from the Contractor;
(iv) copies of all Project Engineer invoices included in the request for
payment, which will include a detailed summary of the work completed by the Project Engineer;
(v) copies of all Project Manager invoices included in the request for
payment; and
(vi) copies of any invoices for permits, inspection or testing, or other
miscellaneous costs of the Project.
(c) A minimum five percent retainage will be withheld on payments to the Contractor
until the Project is accepted by the County. In addition, the final 15% of the Project Manager's
fee will be held as retainage until the Project is accepted by the County. These retainage
amounts will be released and paid by the County within 30 days of final acceptance of the
Project and delivery to the County of the Contractor's affidavit of bills paid and final lien waiver.
Exhibit E
Page 9 of 15
181425-12 10/08/2004
(d) If the services and work described in the invoice were rendered in compliance
with this Agreement, the Developers will make payment to the County within 30 days of receipt
of each invoice submitted as provided in (b), above. In the event changes or corrections are
required to any invoice, a request for additional information must be made by the Developers
within five days of receipt of the invoice. If the Developers do not request any changes or
additional information within five days, the invoice will be deemed approved. If the Developers
fail to pay any approved invoice within 30 days, the Developers will be in default hereunder and
the County may draw against the fiscal posted by the Developers under Section 7, and apply the
funds received to the Developers' required payments hereunder.
(e) Upon completion of the Project and payment of all sums due from the Developers
hereunder, the fiscal posted by the Developers will be released by the County.
Section 13. Developers Completion of Project.
(a) If the County begins but does not diligently pursue timely completion of
construction of the Project substantially in accordance with the plans and specifications and this
Agreement for any reason, the Developers have the right, but not the obligation, to complete the
construction of the Project pursuant to the Construction Contract or otherwise. Before exercising
this right, the Developers will send the County written notice specifying the deficiency in the
County's performance and the actions required to cure the deficiency. If the County does not
cure the deficiency within ten days, the Developers may assume the Construction Contract and
proceed with construction of the Project.
(b) If the Developers elect to complete the Project, all plans, designs, easements, real
and personal property produced or installed within the public right-of-way for the Project may be
utilized by the Developers to the reasonable extent necessary to allow the Developers to
complete and maintain the Project.
Section 14. Miscellaneous.
(a) Any notice given hereunder by any Party to another must be in writing and may
be effected by personal delivery or by certified mail, return receipt requested, when mailed to the
appropriate Party's Designated Representative, at the addresses specified in Section 4, with
copies as noted below:
County: Williamson County, Texas
710 South Main St.
Georgetown, Texas 78626
Attention: Joe England
with copy to: Charlie Crossfield
Sheets & Crossfield
309 East Main Street
Round Rock, Texas 78664
Exhibit E
Page 10 of 15
181425-12 10/08/2004
Developers: Highlands at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
Parkside at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
The Parties may change their respective addresses for purposes of notice by giving at least five
days written notice of the new address to the other Party. If any date or any period provided in
this Agreement ends on a Saturday, Sunday or legal holiday, the applicable period will be
extended to the next business day.
(b) As used in this Agreement, whenever the context so indicates, the masculine,
feminine, or neuter gender and the singular or plural number will each be deemed to include the
others.
(c) This Agreement contains the complete and entire Agreement between the Parties
respecting the Project, and supersedes all prior negotiations, agreements, representations, and
understandings, if any, between the Parties. This Agreement may not be modified, discharged,
or changed except by a further written agreement, duly executed by the Parties. However, any
consent, waiver, approval or other authorization will be effective if signed by the Party granting
or making such consent, waiver, approval, or authorization.
(d) No official, representative, agent, or employee of the County has any authority to
modify this Agreement, except pursuant to such express authority as may be granted by the
commissioners court of the County.
(e) The Parties agree to execute such other and further instruments and documents as
are or may become necessary or convenient to effectuate and carry out the purposes of this
Agreement.
(f) If performance by any Party of any obligation under this Agreement is interrupted
or delayed by reason of unforeseeable event beyond its control, whether such event is an act of
God or the common enemy, or the result of war, riot, civil commotion, sovereign conduct other
than acts of the County under this Agreement, or the act of conduct of any person or persons not
a party or privy hereto, then such Party will be excused from such performance for such period
of time as is reasonably necessary after such occurrence to remedy the effects thereof.
(g) To the extent allowed by law, each Party will be responsible for, and will
indemnify and hold harmless the other Parties, their officers, agents, and employees, from any
and all claims, losses, damages, causes of action, lawsuits or liability resulting from, the
indemnifying Party's acts or omissions of negligence or misconduct or in breach of this
Agreement, including but not limited to claims for liquidated damages, delay damages,
Exhibit E
Page 11 of 15
181425-12 10/08/2004
demobilization or remobilization costs, or claims arising from inadequacies, insufficiencies, or
mistakes in the plans and specifications and other work products or any other materials or
services a Party provides under this Agreement. Each Party will promptly notify the others of
any claim asserted by or against it for damages or other relief in connection with this Agreement.
(h) The Parties acknowledge that in the event of default on any obligation under this
Agreement, remedies at law will be inadequate and that, in addition to any other remedy at law
or in equity, each Party will be entitled to seek specific performance of this Agreement.
(i) This Agreement will be construed under the laws of the State of Texas and all
obligations of the Parties hereunder are performable in Williamson County, Texas. Any suits
pursued relating to this Agreement will be filed in a court of Williamson County, Texas.
0) Any clause, sentence, provision, paragraph, or article of this Agreement held by a
court of competent jurisdiction to be invalid, illegal, or ineffective will not impair, invalidate, or
nullify the remainder of this Agreement, but the effect thereof will be confined to the clause,
sentence, provision,paragraph, or article so held to be invalid, illegal, or ineffective.
(k) This Agreement will be binding upon and inure to the benefit of the Parties hereto
and their respective legal representatives, successors, and assigns. No Party may assign its rights
or obligations under this Agreement without the written consent of the other Party.
(1) Except as otherwise expressly provided herein, nothing in this Agreement,
express or implied, is intended to confer upon any person, other than the Parties hereto, any
benefits, rights or remedies under or by reason of this Agreement.
(m) This Agreement is effective upon execution by all the Parties. This Agreement
may be executed simultaneously in one or several counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument. The terms of this
Agreement will become binding upon each Party from and after the time that it executes a copy
hereof. In like manner, from and after the time it executes a consent or other document
authorized or required by the terms of this Agreement, such consent or other document will be
binding upon such Party. If the County has not executed the Construction Contract and given
notice to proceed by June 30, 2006, the Developers may terminate this Agreement and be
relieved of any obligation to pay any amount under this Agreement. If all required rights-of-way
for the Project has not been obtained by January 2006, either the County or the Developers may
terminate this Agreement and, in such event, both parties will be relieved of any and all
obligations under this Agreement.
(n) The following exhibits are attached to and incorporated into this Agreement for
all purposes:
Exhibit A-1: Developer's Project
Exhibit A-2: The Project and Right-of-Way
Exhibit B: Preliminary Budget
Exhibit C: Form of Project Engineer's Contract
Exhibit E
Page 12 of 15
181425-12 10/08/2004
Exhibit D: Form of Project Manager's Contract
Exhibit E: Form of Construction Contract
Exhibit F: Williamson County Invoice Cover Sheet Form
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of equal dignity, on this day of , 2004.
WILLIAMSON COUNTY, TEXAS
By:
Name:
Title:
Date:
Exhibit E
Page 13 of 15
181425-12 10/08/2004
HIGHLANDS AT MAYFIELD RANCH,
LTD.
By: BJM Mayfield Ranch GP, Inc., a Texas
corporation, General Partner
By:
Blake J. Magee, President
Date:
Exhibit E
Page 14 of 15
181425-12 10/08/2004
PARKSIDE AT MAYFIELD RANCH, LTD.,
a Texas limited partnership
By: , a
its General Partner
By:
Name:
Title:
Date:
Exhibit E
Page 15 of 15
181425-12 10/08/2004
vATED
ESE R SITE\NATE GE S� 60 '
STORA RES
1 •
26 A -J- -------------C
1 0' LANDSCAPE EASEMEN T
�17-
FU TUBE A R TERI A L H
70 19 8 17 16 15 1 4 1 3 12 11 I I I 33
L L L� -iJ
RANDALL JONES ENGINEERING, INC.
1212 E. BRAKER LANE, AUSTIN, TEXAS 78753
EXHIBIT F-1 (512) 836-4793 FAX (512) 836-4817
WATER STORAGE RJ SURVEYING, INC.
TANK SITE 1212 E. BRAKER LANE, AUSTIN, TEXAS 78753
(512) 836-4793 FAX (512) 836-4817
EXHIBIT F-2
DEDICATION DEED
DATE: , 200
GRANTOR(WHETHER ONE OR MORE):
GRANTOR'S MAILING ADDRESS (including county):
GRANTEE: The City of Round Rock, Texas
GRANTEE'S MAILING ADDRESS (including county):
221 East Main Street
Round Rock, Williamson County, Texas 78664
Attn: City Manager
CONSIDERATION:
For purposes of making a donation of the property described below (the "Property") to
Grantee for use as a water storage tank site or another public purpose approved by Grantor, as
described below.
PROPERTY:
Approximately_acres of land out of the ,Williamson County, Texas,
being more particularly described on Exhibit "A" attached hereto and made a part
hereof.
RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY:
(a) All restrictions, easements, reservations and restrictions of record in Williamson
County, Texas or visible and apparent on the ground;
(b) Unpaid taxes for the current and all subsequent years, and subsequent assessments
for prior years due to a change in land usage or ownership, the payment of which is hereby
assumed by Grantee.
(c) The restrictive covenants set forth below.
RESTRICTIVE COVENANTS; RIGHT OF REVERTER:
Exhibit F-2
Page 1 of 2
181425-12 10/08/2004
(a) The Property may only be used for a water storage tank site or another municipal
purpose approved by Grantor, which approval will not be unreasonably withheld. No use will be
permitted on the Property which would create a nuisance or adversely affect the desirability and
value of the residential areas adjoining the Property for any reason, including, without limitation
due to appearance, noise or traffic. The foregoing use restriction will constitute a covenant
running with the land comprising the Property, will be enforceable by Grantor, its successors and
assigns, and will be binding upon Grantee, its successors and assigns.
(b) If Grantee has not completed the construction of a water storage tank upon the
Property within seven years from the date of this deed, the Property will revert to and vest in
Grantor, and the conveyance under this Deed will be null and void. In such case, Grantor will be
entitled to take immediate possession of the Property and to record in the official real property
Records of Williamson County, Texas, an instrument confirming that title to the Property has
reverted to Grantor. Grantor will have the right to exercise the right of re-entry and to re-take
title to the Property free and clear of any claims whatsoever of Grantee, and will have the right to
immediately repossess the Property without the need for any court action. In such event, Grantee
will, upon request of Grantor, execute, acknowledge and deliver to Grantor any and all
instruments that may be requested, necessary or proper to evidence the reversion of the Property
to Grantor.
Grantor, for the consideration and subject to the reservations from and exceptions to
conveyance and warranty set forth herein, and subject to the covenants and easement reservation
set forth above, grants, sells and conveys to Grantee the Property, together with all and singular
the rights and appurtenances thereto in any wise belonging, to have and hold unto Grantee,
Grantee's successors and assigns forever. Grantor hereby binds Grantor and Grantor's
successors and assigns to WARRANT AND FOREVER DEFEND all and singular the property
to Grantee, Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through, or under Grantor, but not
otherwise, except as to the reservations from and exceptions to conveyance and warranty set
forth above.
EXECUTED this day of , 2004
Exhibit F-2
Page 2 of 2
181425-12 10/08/2004
EXHIBIT G
DISTRICT CONSENT RESOLUTION
A RESOLUTION GRANTING THE CONSENT OF THE CITY OF ROUND ROCK,
TEXAS,TO THE CREATION OF HIGHLANDS AT MAYFIELD RANCH MUNICIPAL
UTILITY DISTRICT WITHIN THE CITY'S EXTRATERRITORIAL JURISDICTION
RESOLUTION NO.
WHEREAS, the City of Round Rock has received a Petition for Consent to the Creation
of a Municipal Utility District, proposed to be known as Highland at Mayfield Ranch Municipal
Utility District, upon certain land located in the City's extraterritorial jurisdiction, a copy of
which petition is attached as Exhibit 1; and
WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Local
Government Code provide that land within a city's extraterritorial jurisdiction may not be
included within a district without the city's written consent; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF ROUND ROCK,TEXAS:
That the City Council of the City of Round Rock, Texas, gives its written consent to the
creation of a municipal utility district, proposed to be known as Highlands at Mayfield Ranch
Municipal Utility District, on a portion of the land described in the attached petition, being
314.88 acres of land, more fully described by metes and bounds on Exhibit 2.
PASSED AND APPROVED on the day of , 2004.
Mayor, City of Round Rock
ATTEST: APPROVED:
City Secretary City Attorney
Exhibit G
Page 1
181425-12 10/08/2004
............
PETITION FOR CONSENT TO THE CREATION
OF A MUNICIPAL UTILITY DISTRICT
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
The undersigned (the "Petitioner"), holding title to the land described below and acting
pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the
City Council of the City of Round Rock, Texas, for its written consent to the creation of a
municipal utility district over the land and, in support thereof, would show the following:
I.
The name of the proposed district is HIGHLANDS AT MAYFIELD RANCH
MUNICIPAL UTILITY DISTRICT (the"District").
II.
The District will be created and organized under the terms and provisions of Article XVI,
Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code.
III.
The District will contain a total of approximately 345.79 acres of land, situated in
Williamson County, Texas. All of the land proposed to be included in the District is located
within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the
land proposed to be included may properly be included in the District. The land proposed to be
included within the District is described by metes and bounds on Exhibit "A", which is attached
hereto and incorporated herein for all purposes.
IV.
Petitioner holds title to land proposed to be included within the District and is the owner
of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas.
V.
The general nature of the work to be done by the District at the present time is the design,
construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system
for domestic and commercial purposes, and the construction, acquisition, improvement,
extension, maintenance and operation of works, improvements, facilities, plants, equipment and
appliances helpful or necessary to provide more adequate drainage for the District, and to
control, abate and amend local storm waters or other harmful excesses of waters, and such other
construction, acquisition, improvement, maintenance and operation of such additional facilities,
systems, plants and enterprises as shall be consonant with all of the purposes for which the
District is created.
VI.
There is a necessity for the above-described work, because there is not now available
within the area, which will be developed for single family residential uses, an adequate
waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and
welfare of the present and future inhabitants of the area and of the territories adjacent thereto
173708-1 10/09/2003 EXHIBIT I TO
EXHIBIT G
Page I. of 4
require the purchase, design, construction, acquisition, ownership, operation, repair,
improvement and extension of an adequate waterworks system, sanitary sewer system, and
drainage and storm sewer system. A public necessity, therefore, exists for the creation of the
District, to provide for the purchase, design, construction, acquisition, ownership, operation,
repair, improvement and extension of such waterworks system, sanitary sewer system, and
drainage and storm sewer system, to promote the purity and sanitary condition of the State's
waters and the public health and welfare of the community.
VII.
A preliminary investigation has been made to determine the cost of the proposed
District's project, and it is now estimated by the Petitioner, from such information as it has at this
time,that such cost will be approximately$ 2 8, 5 0 0, 0 0 0
WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body
duly pass and approve an ordinance or resolution granting consent to the creation of the District
and authorizing the inclusion of the land described herein within the District.
RESPECTFULLY SUBMITTED this day of Q ;2003.
PETITIONER:
BRUSHY CREEK RESERVE
INVESTMENTS
By: c=�
Elmer McLester, Co-Managing Partner
1411 West Ave., Suite 200
Austin, Texas 78701
By:
La y Gri am, do-Managing Partner
173708-1 10/09/2003
EXHIBIT 1 TO
EXHIBIT G
Page 2 of 4
r ti.
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the day of
gXc)�_, 2003, by Elmer McLester, Co-Managing Partner of Brushy Creek Reserve
Investments on behalf of said entity.
`�oti�,wrr�e�o, MARA L. KARIEY
-
:.' "= Notary Public,State of TexNotary Public, State of Texas
(SEAL =�•
January 31,2007
My Commission Expires
THE STATE OF "Fl*�ML 12vON
COUNTY OF TRAJtqg M O h" §
This instrument was acknowledged before me on the b 4-G- day of
J-1 L- , 2003, by Larry Grisham, Co-Managing Partner of Brushy Creek Reserve
Investments on behalf of said entity.
(SEAL) PAULA A.SINGLETON Notary Public, State of TzVlas A2 r Z o,,.4
Notary Public-Arizona
Mohave County
My Comm.Expires Apr 7, 2007
173708-1 10/09/2003
EXHIBIT 1 TO
EXHIBIT G
EXHIBIT A
UING 345.19 actea in the John Powell Survey, Abstract No, 49.1, in '
Williamson County, Texas, ono being out of and a part of a 1457.45
acre tract of land de■cribad !n a deed from James Garland Watch,
at ux, to Tom E. Nelson, Jr., Trustee No. 1, deed dated June 25,
I 1973, and recorded in Vol. 571, Pate 446, used Records. Willi'adlaon
County, Texas.
I DEGINNU1d at an iron stake found by a fanae cornet post marking the
Northeast corner of the said 1431.45 acre tract and bating aha North-
test corner hereof; amid point also being the Southeast corner of
' a 358.00 acre tract of land described in a deed to Tom L. Nelson, Jr. .
Deed of Kedord in vol. S56, ?age 273 of the Dead Records of Williamson
County, Taxes;
Tans S 20'28'6, 1913.08 fast With the fence along the East boundary
' line of the said 1437.45 term tract to an iron stake by a fence ,
corner post for m corner hares);
'P1IENCE S 67'281W, 571.46 feet With do offset in the fence along the
East boundary line of the said 1437.45 acre tract to on iron snake
by a fence corner poet for an "ell" corner hereof;
i THENCE S 21'011E, 2914.16 feet with the fence along the Eset boundary
II line of the said 1437.45 acre tract to an iron stake by a fence
i corner pocc marking the Southeast corner hereof; said point also
being an "E11" cornRr in the said East boundary 14ne of the 1437.45
acre tract and also being on or near the South boundary line of the
John Powell Survey and the North line of the Ephraim Evans Survey) .
THENCE S 686591W, 2993,23 feet along the south boundary line hereof
and along or near the South boundary line of the said John Powell
Survey, to an iron stake sac In the Fence along tha 'Wast boundary
line of the said 1431.45 acre tract marking the Southwest corner
hereof, said point also being to the East boundary line of the D,lok
Mayfield Tract;
' TH ENCS N 17'55'4, 1141.97 fest with the fence to a fence corner post
marking the Northeast: coater of the Dick Mayfield tract and the
southeast corner of -the perry Mayfield Tract, said point also being
the Northeast corner of the Washington Anderson Survey and the
-Southeast corner of the John D. Anderson Survey as tenced and wild
upon the ground;
THENCE continuing With the East lion of the perry Mayfield Tract
and the West boundary tins, hereof as follows'
N 17'491W, 801.31 feet;
N 19246'W, 832,00 Feet;
and N 18'54'11, 1466.92-fast to an iron ;take founk by a fence
corner post marking the Nocthwest Cotner of the said 1437.45 acre
tract, said point also being the Northeast corner of the Perry
Mayfield Tract, near the Southeast corner of the Tom Z,DeaNelson,
son,Recovor,
Tract which is described in Vol, 556, Pege
of Williamson County, Taxaa, and the 500thwagb corner of the 358.00
acre tract referred to above;
THENCE w1.th the fenoa along the North Aounanry 11he of the %aid
1437,45 acre trace and tho South bounNncy line of the salol Tom E.
Nelson, Jr. 'Pratt, N 68'37'401E, 3326.1,4 Feet, and N WIVE,
51 .91 Peek to the PLACE.OF'.PEOINNING
EXHIBIT I TO
EXHIBIT G
Pace 4 of 4
314.88 ACRES
A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE JOHN
POWELL SURVEY, ABSTRACT NO. 491 AND BEING A PART OF THAT 345.79 ACRE
TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED
RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON
COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
Begin at a '/z" iron rod found in the South Line of Lot 13, Whitetail Section 3, according to the
plat thereof recorded in Cabinet H, Slide 252 of the Plat Records of Williamson County, Texas,
the same being the easterly Northeast Corner of that 558.26 acre tract of land conveyed to
Williamson County Park Foundation, Inc., by deed recorded in Document Number 2003000507
of the Official Records of Williamson County, Texas, and also being the Northwest Corner of
the said 345.79 Acre Tract;
THENCE N.68°43'24"E., along the North Line of the 345.79 Acre Tract and the South Line of
Lot 13, a distance of 424.72 feet to a Y2"iron rod found for the Southeast Corner of Lot 13 and
the Southwest Corner of Lot 49,Whitetail Section Il, according to the plat thereof recorded in
Cabinet D, Slide 141 of the Plat Records of Williamson County, Texas;
THENCE N.68035'06"E., along the South Line of said Lot 49, a distance of 437.22 feet to a Y2"
iron rod found;
THENCE N.68044'51"E., along the North Line of the said 345.79 Acre Tract, the same being
the South Line of Lots 43, 44, 45,46 and 48,Whitetail Section 11, a distance of 2462.23 feet to a
'/2" iron rod found for an angle point in the South Line of said Lot 43;
THENCE N.42°25'24"E., along the South Line of said Lot 43, a distance of 48.42 feet to a
chain link fence for the West Line of that 1601.61 acre tract of land conveyed to Texas Crushed
Stone Company by deed recorded in Volume 634, Page 366 of the Deed Records of
Williamson County, Texas;
THENCE S.20028'1 3"E. along said West Line, a distance of 1950.90 feet to a '/2" iron rod found;
THENCE along the West Line of the said 1601.61 Acre Tract and the East Line of the 345.79
Acre Tract the following two (2) courses:
1. S.67045'22"W. a distance of 571.57 feet to a '/�" iron rod found;
2. S.20053'26"E. a distance of 2864.62 feet to a line 50.00 feet North of and parallel with the
South Line of the said 345.79 Acre Tract;
THENCE S.69003'31"W., along said parallel line, a distance of 118.11 feet;
THENCE departing said parallel line and crossing the said 345.79 Acre Tract the following eight
(8) courses:
1. N.20056'29"W. a distance of 75.00 feet to a point of curvature of a curve to the left;
2. Northwesterly, along the arc of said curve to the left a distance of 84.00 feet, (said curve
having a radius of 270.00 feet, a central angle of 17049'29", and a chord bearing
N.29051'14"W., 83.66 feet);
3. N.38045'59"W. a distance of 81.25 feet;
4. S.69°03'31"W. a distance of 244.06 feet;
5. S.20056'29"E. a distance of 19.10 feet to a point of curvature of a curve to the left;
6. Southeasterly, along the arc of said curve to the left a distance of 21.03 feet, (said curve
having a radius of 25.00 feet, a central angle of 48011'23", and a chord bearing
S.45°02'11"E., 20.41 feet) to a point of reverse curvature of a curve to the right ;
7. Southerly, along the arc of said curve a distance of 94.51 feet, (said curve having a radius
SALAND951-1 000\980\980-REMAINDER.rtf
Page 1 of 2
EXHIBIT 2 TO
EXHIBIT G
314.88 ACRES
of 50.00 feet, a central angle of 108017'56", and a chord bearing S.14°58'54"E., 81.05
feet):
8. S.21°10'24"E. a distance of 116.65 feet to a line 50.00 feet north of and parallel with the
South Line of the 345.79 Acre Tract;
THENCE S.69003'31"W., along said parallel line, a distance of 2588.37 feet to the West Line of
the said 345.79 Acre Tract and to the East Line of that 92.670 Acre Tract of land conveyed to
BJM Mayfield Ranch, Ltd., by deed recorded in Document No. 2001025550 of the Official
Public Records of Williamson County, Texas;
THENCE N.17°46'12"W., along the West Line of the said 345.79 Acre Tract, a distance of
1692.58 feet to a '/z" iron rod found for an angle point in the West Line of the 345.79 Acre Tract
and for an angle point in the said 558.26 Acre Tract, the same being the Northeast Corner of
the Washington Anderson Survey and the Southeast Corner of the John D. Anderson Survey;
THENCE N.18°25'54"W., along the West Line of the 345.79 Acre Tract, a distance of 801.28
feet to a '/z" iron rod found;
THENCE crossing the said 345.79 Acre Tract the following 25 courses:
1. N.67026'39"E. a distance of 470.20 feet;
2. S.45039'12"E. a distance of 193.39 feet;
3. N.1 8'03'29"W. a distance of 213.79 feet to a point of curvature of a curve to the right;
4. Northerly, along the arc of said curve to the right a distance of 343.62 feet, (said curve
having a radius of 300.00 feet, a central angle of 65°37'39", and a chord bearing
N.14°45'21"E., 325.15 feet);
5. N.21°34'42"W. a distance of 162.75 feet;
6. N.18°48'17"W. a distance of 67.69 feet;
7. N.15059'08"W. a distance of 67.11 feet;
8. N.14034'56"W. a distance of 189.54 feet;
9. N.75025'04"E. a distance of 120.00 feet;
10. N.14034'56"W. a distance of 32.62 feet;
11. S.75025'04"W. a distance of 120.00 feet;
12. N.14°59'13"W. a distance of 70.72 feet;
13. N.23°29'38"W. a distance of 67.02 feet;
14. N.27020'50"W. a distance of 66.62 feet;
15. N.30025'43"W. a distance of 66.83 feet;
16. N.40°11'51"W. a distance of 66.99 feet;
17. N.44004'21"W. a distance of 68.14 feet;
18. N.37008'57"W. a distance of 141.03 feet;
19. N.43015'15"W. a distance of 70.01 feet;
20. N.52°12'09"W. a distance of 70.71 feet;
21. N.58029'36"W. a distance of 72.28 feet;
22. N.71°28'24"W. a distance of 64.84 feet;
23. N.75°27'58"W. a distance of 79.57 feet;
24. N.87°54'51"W. a distance of 125.66 feet;
25. S.68°42'11"W. a distance of 283.29 feet to the West Line of the 345.79 Acre Tract and
the East Line of the 558.26 Acre Tract;
THENCE NA 8048'58'W., along said West Line, a distance of 615.96 feet to the said Point of
Beginning.
Containing 314.88 acres, more or less.
SALAN D951-1000\980U80-R EMAI N DER.rtf
Page 2 of 2
EXHIBIT 2 TO
EXHIBIT G
25.80 ACRES
A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE JOHN
POWELL SURVEY, ABSTRACT NO. 491 AND BEING A PART OF THAT 345.79 ACRE
TRACT OF LAND CONVEYED TO BRUSHY CREEK RESERVE INVESTMENTS BY DEED
RECORDED IN VOLUME 788, PAGE 399 OF THE DEED RECORDS OF WILLIAMSON
COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE at a '/z" iron rod found in the South Line of Lot 13,Whitetail Section 3, according
to the plat thereof recorded in Cabinet H, Slide 252 of the plat records of Williamson County,
Texas, the same being the easterly Northeast Corner of that 558.26 acre tract of land conveyed
to Williamson County Park Foundation, Inc., by deed recorded in Document Number
2003000507 of the Official Records of Williamson County, Texas, and also being the Northwest
Corner of the said 345.79 acre tract;
THENCE S.18°48'58"E., along the West Line of the 345.79 Acre Tract, the same being an East
Line of the said 558.26 Acre Tract, a distance of 615.96 feet to the Point of Beginning;
THENCE crossing the said 345.79 Acre Tract the following 25 courses:
1. N.68°42'11"E. a distance of 283.29 feet;
2. S.87°54'51"E. a distance of 125.66 feet;
3. S.75°27'58"E. a distance of 79.57 feet;
4. S.71°28'24"E. a distance of 64.84 feet;
5. S.58029'36"E. a distance of 72.28 feet;
6. S.52°12'09"E. a distance of 70.71 feet;
7. S.43015'15"E. a distance of 70.01 feet;
8. S.37°08'57"E. a distance of 141.03 feet;
9. S.44°04'21"E. a distance of 68.14 feet;
10. S.40°11'51"E. a distance of 66.99 feet;
11. S.30025'43"E. a distance of 66.83 feet;
12. S.27020'50"E. a distance of 66.62 feet;
13. S.23°29'38"E. a distance of 67.02 feet;
14. S.14059'13"E. a distance of 70.72 feet;
15. N.75025'04"E. a distance of 120.00 feet;
16. S.14°34'56"E. a distance of 32.62 feet;
17. S.75025'04"W, a distance of 120.00 feet;
18. S.14034'56"E. a distance of 189.54 feet;
19. S.15°59'08"E. a distance of 67.11 feet;
20. S.18°48'17"E. a distance of 67.69 feet;
21. S.21°34'42"E. a distance of 162.75 feet to a point on a non-tangent curve to the left;
22. Southerly along the are of said curve, a distance of 343.62 feet (said curve having a
radius of 300.00 feet, a central angle of 65037'39" and a chord bearing S.14°45'21"W.,
325.15 feet);
23. S.18003'29"E. a distance of 213.79 feet;
24. N.45039'12"W. a distance of 193.39 feet;
25. S.67026'39"W. a distance of 470.20 feet to a'/z" iron rod found in the the West Line of the
345.79 Acre Tract and the East Line of the 558.26 Acre Tract;
THENCE along said West Line the following two (2) courses:
1. N.1 9002'53"W. a distance of 832.03 feet to a '/2" iron rod found;
2. N.18048'58"W. a distance of 850.22 feet to the said Point of Beginning.
Containing 25.80 acres, more or less.
S:\LAND951-1000\980\980-KAR ST.rtf
EXHIBIT H
Page 1 of 2
i
--= o'
1 PROSPECTOR'S CAVE '
I
I
I
I
I \ VENRIRE/CAVE
l- 1
Z
O C
oo KARST/OPEN SPACE LOT
o 25.8 ACRES
o �
v NOTE.•
o THIS 25.8 ACRE OPEN SPACE WILL
BE DEEDED TO THE WILLIAMSON
Z COUNTY KARST CONSERVA77ON
FOUNDA TION OR THE CITY OF ROUND
ROCK
I Z
n
RANDALL JONES ENGINEERING, INC.
1212 E. BRAKER LANE, AUS77N, 7EXAS 78753
(512) 836-4793 FAX (512) 836-4817
RJ SURVEYING, INC.
EXHIBIT H 1212 E. BRAKER LANE, AUS77N, 7EXAS 78753
Page 2 of 2 (512) 836-4793 FAX (512) 836-4817
PETITION FOR CONSENT TO THE CREATION
OF A MUNICIPAL UTILITY DISTRICT
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
The undersigned (the "Petitioner"), holding title to the land described below and acting
pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the
City Council of the City of Round Rock, Texas, for its written consent to the creation of a
municipal utility district over the land and, in support thereof, would show the following:
I.
The name of the proposed district is HIGHLANDS AT MAYFIELD RANCH
MUNICIPAL UTILITY DISTRICT (the "District").
II.
The District will be created and organized under the terms and provisions of Article XVI,
Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code.
III.
The District will contain a total of approximately 345.79 acres of land, situated in
Williamson County, Texas. All of the land proposed to be included in the District is located
within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the
land proposed to be included may properly be included in the District. The land proposed to be
included within the District is described by metes and bounds on Exhibit "A", which is attached
hereto and incorporated herein for all purposes.
IV.
Petitioner holds title to land proposed to be included within the District and is the owner
of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas.
V.
The general nature of the work to be done by the District at the present time is the design,
construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system
for domestic and commercial purposes, and the construction, acquisition, improvement,
extension, maintenance and operation of works, improvements, facilities, plants, equipment and
appliances helpful or necessary to provide more adequate drainage for the District, and to
control, abate and amend local storm waters or other harmful excesses of waters, and such other
construction, acquisition, improvement, maintenance and operation of such additional facilities,
systems, plants and enterprises as shall be consonant with all of the purposes for which the
District is created.
VI.
There is a necessity for the above-described work, because there is not now available
within the area, which will be developed for single family residential uses, an adequate
waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and
welfare of the present and future inhabitants of the area and of the territories adjacent thereto
173708-1 10/09/2003
require the purchase, design, construction, acquisition, ownership, operation, repair,
improvement and extension of an adequate waterworks system, sanitary sewer system, and
drainage and storm sewer system. A public necessity, therefore, exists for the creation of the
District, to provide for the purchase, design, construction, acquisition, ownership, operation,
repair, improvement and extension of such waterworks system, sanitary sewer system, and
drainage and storm sewer system, to promote the purity and sanitary condition of the State's
waters and the public health and welfare of the community.
VII.
A preliminary investigation has been made to determine the cost of the proposed
District's project, and it is now estimated by the Petitioner, from such information as it has at this
time, that such cost will be approximately $ 28, 500, 000
WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body
duly pass and approve an ordinance or resolution granting consent to the creation of the District
and authorizing the inclusion of the land described herein within the District.
RESPECTFULLY SUBMITTED this f `� day of_OciJ-c) L,4,r— , 2003.
PETITIONER:
BRUSHY CREEK RESERVE
INVESTMENTS
By: In�(
Elmer McLester, Co-Managing Partner
1411 West Ave., Suite 200
Austin, Texas 7W01
By*Larry
ham, Co-Managing Partner
173708-1 10/09/2003
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
Thi instrument was acknowledged before me on the `> day of
2003, by Elmer McLester, Co-Managing Partner of Brushy Creek Reserve
Investments on behalf of said entity.
MARA L. KARLEY ///
Notary Public,State of Texas re f ^ 21 —
(SEAL) My Commission Expires Notary Public State of Texas
January 31, 2007 '
THE STATE OF TE*A-,�+A
COUNTY OF *R AAL N\Okave— §
This instrument was acknowledged before me on the t 6 t -- day of
?n0 6A,,,- , 2003, by Larry Grisham, Co-Managing Partner of Brushy Creek Reserve
Investments on behalf of said entity.
(SEAL) PAULA A.SINGLETO]2007 Notary Public, State of Tera l}2,
Notary Public-Arizo
• Mohave County
My Comm.Expket Apr 7
173708-1 10/09/2003
EXHIBIT A
tuNC 345,79 aeras In the John Powell Survey; Abstract No, 491, in
Williamson County, 'texas, pn0 being out of and a part of a 1437.45
acre tract of land described Ln a deed from James Carland Walsh,
at ux, to Tam E. Nelson, Jr., Trustee No. 1, deed dated June 25,
1973, and recorded in Vol. 571, Page 446, Used Records. Williamson
County, Texas,
DECINNINO at an iron stake found by a £once cornet poet marking the ,
�. Northeast corner of the said 1431.45 acre tract and being the Norch-
east corner hereof; said point also being the Southeast corner of
a 358.00 Acre tract of land described in a deed to 'Com E. Nelson, Jr. ,
Dead of Kedord iu Vol. 558, Page 273 of the Deed Records of Williaatson
County, Texan)
THENGE S 20'28'6, 1953.06 feet with the fence along the East boundary
I line of the said 1431.45 acre tract to an iron stake by a fence
curner post for a corner hereof;
THENCE S 67'28'W, 571,48 Feet with on offset in the fence along the
East boundary line of the said 1437.45 acre tract to an iron stake
by a fence corner post for an "ell" corner hereof;
i THENCE S 21*01'E, 2914.18 feet with the fence along the East boundary
line of the said 1437.45 acre tract to an icon stake by a Fence
corner port marking the Southeast corner hereof; said point also
being an "ell" cornet- in the said Esec boundary 14ne of the 1437.45
acre tract and also bring an or near the South boundary line of the
John Powell Survey and the North line of the Ephraim Evans Survey) ,
THENCE S 68'591W, 2993,25 feet along the Scoth boundary line htreof
and along or near the South boundary Line of the said John Powell
Survey, to on iron stake sec in the fence along tha 'West boundary
line of the said 1421.45 acre tract marking the Southwost corner
hereof, said poisic also being in the East boundary line of the Disk
Mayfield Tract;
T11ENct N 17'55'W, 1742.97 feet with the fence to a fence corner post
marking the Northeast coater of the Diek Hayfield tract and the
Southeast corner o,f -the perky Mayfield Tract, said point also being
Cha Northeast earner of the Washington Anderson Survey and the
Southeast corner of the John b. Anderson Survey as xenced and used
upon the ground;
THENCE continuing with the East find of the Perry Mayfield Tract
and the West boundary line hereof as followst
N 17'49'H', 801-31 feet;
N 19'46'W, 832,00 Eeet)
and N 18.54'x, 1466.94.feat to an iron stake fount by a fence
corner post marking the Northweat Cotner of the said 1437.45 Acre
tract, said point also being the Northeast corner of the Perry
Mayfto ld Tract, near the southeast corner of the Tom E. Nelson, Jr.
Tract which is described Ih Vol, 556, Page 271 of -the Dead Records
of Williamaon County, Taxoe, and the Southwest corner of the 338.00
acre tract referred to above;
THENCE wf.th the fence along the North houndnry Line of the said
1437,45 acre tract and tho South boununry line of the sold Tom E.
Nelson, Jr. 'Tract, N 68131161"E, 3326.1.6 feet, nod N 42'13%
51,91 feet to the PLACE,0F:_•.AEOINN INC, "