R-09-01-08-8D1 - 1/8/2009RESOLUTION NO. R -09-01-08-8D1
WHEREAS, the City of Round Rock ("City") has previously entered
into a Development Agreement with Behrens Subdivision, Ltd.
("Developer"), regarding a public improvement district, and
WHEREAS, the City Council now wishes to enter into a First
Amendment to the Agreement to modify certain terms and conditions,
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 First Amendment to Development Agreement with
Behrens Subdivision, Ltd., a copy being attached hereto as Exhibit
.IA„
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 8th day of January, 2009.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
0:\WDOX\RESOLUTI\R90108D1.DOC/rmc
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement (this "First Amendment") is
made to be effective the date set forth below by and between the CITY OF ROUND
ROCK, a home -rule city in Williamson County, Texas (the "City") and Behrens
Subdivision N.G., Ltd. a Texas limited partnership ("Developer").
EXHIBIT
11
a A
RECITALS:
WHEREAS, the City and Developer entered into a Development Agreement (the
"Development Agreement") effective December 21, 2000, setting forth various
agreements and understandings with respect to the development of approximately 580.31
acres of land as a residential community ("the Project"), as more particularly described in
the Development Agreement; and
WHEREAS, the City and the Developer determined that the Project would be
developed utilizing a Public Improvement District ("PID"); and
WHEREAS, the Development Agreement provided that the City would endeavor
to reimburse Developer for certain costs of public improvements for the Project (the
"Improvements") paid for by Developer with funds received by the City through the
issuance and sale of bonds associated with the PID; and
WHEREAS, Developer has constructed and funded the costs of the Improvements
in accordance with the Development Agreement, but the City's ability under the
Development Agreement to issue bonds and to reimburse the Developer for the costs of
the Improvements has been impeded for various reasons that are not the fault of either the
City or the Developer; and
WHEREAS, under a compromise and settlement agreement in the case of John J.
and Debbie Shine, et al. v. Behrens Subdivision, Ltd., et al., cause number GN 300609,
353rd District Court of Travis County, Developer agreed to convey an undeveloped tract
of land, as shown on Exhibit "A", attached hereto and incorporated herein for all
purposes (the "Open -Space Tract"), to the City; and
WHEREAS, to provide for the reimbursement of costs incurred by the Developer
for the construction of the Improvements, and to provide for the conveyance of the Open -
Space Tract to the City, the Developer and the City desire to amend the Development
Agreement to provide for such—reimbursement from funds not derived fromPID bonds, to
provide for the conveyance of the Open -Space Tract from the Developer to the City, and
to set forth certain other agreements and understandings between them;
NOW, THEREFORE, in consideration of the premises set forth in the Recitals
above, the mutual covenants and agreements of the parties as hereinafter set forth, the
mutual benefits to be derived by the present and future residents of the City and the
Project, and other good and valuable consideration, the receipt and sufficiency of which
150783.doc/jmr
1
are hereby acknowledged, the City and Developer hereby agree that the Development
Agreement shall be amended as follows:
AGREEMENT
The Development Agreement is hereby amended as follows:
1. Public Improvement District
a. Payment. In addition to amounts previously tendered, the City
shall pay Developer the amount of Three Million, Three Hundred
and Ninety-eight Thousand Dollars ($3,398,000.00) (the
"Payment") for the costs incurred by the Developer related to the
construction of the Improvements for the Project including water,
wastewater, irrigation, road and drainage facilities as further
provided in the Resolution of the City creating the PID. Payment
shall be made by wire transfer or immediately available funds.
Upon receipt of the Payment, the Developer shall not be entitled to
any additional payment of any kind associated with the costs
incurred by Developer for the Improvements or from the City or
the PID in connection with the Project. The City shall endeavor to
remit this Payment by January 31, 2009. In the event the Payment
is not received by the Developer prior to February 28, 2009, then
this First Amendment shall terminate for all purposes. Once the
Payment has been made, Developer acknowledges that it will have
been paid $5,000,000 in cost reimbursements for the
Improvements, and no additional amount will be due to or sought
by Developer for the Improvements or from the City or the PID in
connection with the Project.
b. In consideration of the above, the Developer agrees to execute all
documents reasonably necessary to assign its rights and interest in
and to all future PID assessment revenues to the City. Developer
warrants that there are no claims, assignments or other
encumbrances against the assessments, other than an assignment of
assessments to Compass Bank. No Payment shall be made to
Developer until full releases have been obtained from Compass
Bank or any other creditor. Developer and City agree that a portion
of the Payment will be made to Compass Bank to retire a loan
secured by the PID assessment revenues. The City shall transfer
the necessary funds to Compass Bank by wire transfer in return for
a release of the assignment, and then the remaining portion of the
Payment shall be made to the Developer simultaneously therewith.
c. In further consideration of the above, the Developer agrees to
cause any of its principals, employees and representatives to resign
from the Board of Directors of the Behrens Ranch Homeowners
2
Association prior to, and as condition of, receipt of the Payment
from the City.
d. Developer further warrants that it is not in arrears on any PID
assessment payments and, if it is in arrears, all said delinquencies
shall be paid in full, with accrued interest, prior to the Payment
being made to Developer.
2. Open -Space Tract.
a. In further consideration for the above and upon receipt of the
Payment due, after payment of all liens, the Developer shall
convey to the City by special warranty deed the Open -Space Tract.
The conveyance shall be made by Developer simultaneously upon
receipt of the Payment, after payment of all liens and in accordance
with the terms and conditions of the compromise and settlement
agreement. The City agrees that it shall secure any approvals from
required parties under such agreement in connection with the
conveyance.
b. Developer agrees to provide payment for 2008 taxes and
assessments levied upon any lands that it owns within the Project
prior to receipt of the Payment. Notwithstanding any provision in
this First Amendment or the Development Agreement to the
contrary, Developer shall not be obligated to pay all or any portion
of 2009 PID assessments previously accruing, or any other
assessments hereafter accruing, on the Open -Space Tract.
Developer shall be required to pay, prior to receipt of Payment, its
pro -rated share of all taxes due on the Open Space Tract.
4. Agreement Amendment.
Except as expressly amended and modified hereby, the Development
Agreement shall continue in full force and effect in accordance with its
original terms and provisions, which shall be deemed to be confirmed,
ratified and approved.
5. Miscellaneous.
a. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.
b. The City represents and warrants to the Developer that the City is
duly authorized and empowered to enter into this First
Amendment. The Developer further represents and warrants to the
3
City that it has the requisite authority to enter into this First
Amendment.
c. The signatories to this First Amendment represent and warrant that
they have the authority to execute this First Amendment on behalf
of the City and Developer, respectively.
d. The Developer acknowledges that the obligations of the City as
stated herein are solely conditioned upon the City's ability to
obtain funding for the Payment from other sources prior to
February 28, 2009. If the City is unable to obtain said funding by
February 28, 2009, then this First Amendment shall be void, and
all terms and conditions of the original Development Agreement
shall remain in full force and effect.
[The remainder of this page intentionally left blank.]
SIGNED as of this day of January, 2009.
Attest:
Sarah White, City Secretary
Approved as to form:
Stephan L. Sheets, City Attorney
CITY:
CITY OF ROUND ROCK
By.
Alan McGraw, Mayor
DEVELOPER:
BEHRENS SUBDIVISION N.G., LTD.
By: Meredith Gressett, Inc.
A Texas corporation
Its General Partner
r
B
ames W Meredith
Presid
A PARCEL OF LAND IN WILUAMSON COUNTY, TEXAS, BEING A PART OF THE DAVID CURRY SURVEY,
ABSTRACT No. 130, AND BEING A PART OF THAT 580.31 ACRE TRACT OF LAND CONVEYED TO BEHRENS
SUBDIVISION, LTD., BY DEED RECORDED IN DOCUMENT NUMBER 199936704 OF THE OFFICIALPUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING ALL Or THAT 3.824 ACRE TRACT OF LAND
CONVEYED TO BEHRENS SUBDIVISION, LTD.. BY DEED RECORDED 1N DOCUMENT No. 2000077290 0P 11E
OFFICIAL PUBLIC RECORDS OF WILLiAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS
COMMENCE at o j¢" iron rod set in the North Right-of-way Line of F. M. Highway 3406 and in the
East Right-of-way Line of Wyoming Springs Drive, a right-of-way 100 feet wide shown on the plot of
Behrens Ronch Phase B Section 1, according to the plot thereof recorded in Cabinet T, slides 238, 239
and 240 of the Plot Records of Williomson County, Texas, the some being the Southeast Corner of the
said plat of Behrens Ranch Phase B Section 1;
THENCE along the fest Right-of-way Line of Wyoming Springs Drive and along Me East Line of the
said plot of Behrens Ranch Phase B Section / the following two courses:
1. Northwesterly, o distance of 37.14 feet, olong the arc of a curve to the right, sold curve
having o radius of 25.00 feet, o central angle of 85196'30", and o chord bearing N.2577'04"W., 33.81
feet to a M" iron rod set;
2. N.17V6'i1"E. a distance of 118.84 feet to a jr" iron rod set and the Point of Beginning;
THENCE continue along the East Right-of-way Line of Wyoming Springs Drive the following two courses:
1. N.17V6'l1 "E. along said line o distance of 328.09 feet to a r iron rod set and to a point of
curvature of o curve to the left;
2. Northerly, along the arc of said curve to the left (al a distance of 55.34 feet pass the
Northeast Corner of the said plot of Behrens Ranch Phose B Section I and continue along the East
Llne of Wynmmg Springs Drive as shown on the Plot of Behrens .Ranch Phase 9 Section Il, according to
the plot thereof recorded i, Cabinet T, Slides 333. 334 end 335 of the Plat Records of MYlliomson
County, Texas). in all o total distance of 299.99 feet. (said curve having a radius of 2452.07 feet, o
central tingle of 0700'351 and a chord bearing N.13355411, 299.80 feet) to the Southwest Corner
of Lot 60. Block A. Behrens Ranch Phase E Section One, according to the plot thereof recorded in
Cabinet AA, Slides 18 and 19 of the Plat Records of NlIliamson County, Texas. from which paint a M"
iron rod found bears S 8827'00"E. 10.11 feet;
THENCE along the Southerly and Easterly Lines of the sold Plot of Behrens Ronch Phase E Section One
the following nine courses:
1. S.88:27.00 -E. a distance of 274.55 feet to o NA' iron rod found;
2. 5.75'43'42"E. a distance of 181.38 feet to o i" iron rod found
3 56220'00"E. o distance of 241.70 feet to a F iron rod found;
4. N.6522'05" o distance of 19.83 feet to o j¢" iron rod found;
5. N.5972'54"E. a distance of 10.54 feet to o iron rod found;
6. N.223558"E, o distance of 281.55 feet to a 1$" iron rod found;
Z N.242122"E. a distance of 504.87 feet to a F iron rod found;
8. N.0444'14"W. a distance of 92.89 feet to a r iron rod found;
9. N.21'37'13"W. o distance of 72.25 feet to o r Iron rod found;
THENCE crossing the said 580.31 Acre Tract the following ten courses:
EXHIBIT
nAl
1. S.6670'581:
2. N_2430'15"E.
N.307`00"E
4. N.78'49'38"E.
5. N.2546'231:
6. N.4224'52"W.
Z N.3277'30"W.
8. N.66 40'42'W.
9. N.274528't
10. N.22V8'39"W.
580.31 Acre Tract;
a distance of 2Z16 feet to a j¢" Iron rod found;
a distance of 562.42 feet to a ..r Iron rod found;
a distance of 979.25 feet to o J " iron rod found;
o distance of 368.02 feet to a jr Iran rod found;
a distance of 122.35 feet to a ji' iron rod found;
a distance of 297.43 feet to a r Iron rod found;
o distance of 341.89 feet to a r iron rod found;
o distance of 28.75 feet to a )r' iron rod found;
a distance of 639.25 feet to a 1i" iron rod found;
a distance of 430.40 feet to a } " Iron rod found in the North Line of the said
THENCE along the said North Line of the 580.31 Acre Tract the following two courses:
1. N.70'06'50"E. a distance of 1313.29 feet to a r Iron rod found;
2. N.7149'48"E. o distance of 119.49 feet to a " iron rod found for the Northeast Comer of the
said 580.31 Acre Tract and for the Northwest Comer of the Plat of Hidden Glen Phase Two -A.
according to the plat thereof recorded in Cabinet X. Slides 147 and 148 of the Plat Records of
WlIliamson County. Texas;
THENCE S197079 -E., along the East Line of the 580.31 Acre Tract and the West line of the said Plot
of Hidden Glen Phase Two -A (at a distance of 980.10 feet pass the Southwest Corner of said Plat) in
all a total distance of 1012.39 feet to a to a Jr iron rod found and to a point on a non -tangent
curve to the left, the some being the West Right-of-way Line of Creek Bend Boulevard as described
in the Dedication Deed fo the City of Round Rock recorded in Document No. 1999852263 of the
Official Public Records of Williamson County, Texas;
THENCE crossing the said 580.31 Acre Tract and along the said West Right-of-way Line of Creek
Bend Boulevard the following four courses:
1. Southerly along the arc of said curve, a distance of 305.95 feet (said curve having a radius of
450.00 feet; a central angle of 3857'1B" and o chord bearing S.0078'08"W, 300.09 feet) fo a .r iron
rod found;
2. S.1970'32'E. a distance of 1105.74 feet to a r Iron rod set and to a point of curvature of o
curve to the right;
3. Southerly. along the arc of sold curve to the right a distance of 454.25 feet, (said curve having
a radius of 750.00 feet, a central angle of 34'42'08; and a chord bearing S.01'49'281E.. 44734 feet)
to a %" iron rod found;
4. S 15'31'36"W. a distance of 521.95 feet to a %" Iron rod found for the Southwest Comer of the
said Right-of-way described in Document No. 1999852263, the Northwest Comer of the Right-of-way
described In the Street Deed recorded in Document No. 199944222 of the Official Public Records of
Wnlliamson County, Texas, and the Northeast Comer of the said .3.824 Acre Tract;
THENCE along the East Line of the said 3824 Acre Tract and fhe said West Right-of-way Line the
following two courses:
1. S1529'561'1. a distance of 765.15 feet to a 1i" iron rod set and to a point of curVoture of a
curve to the left;
2. Southerly, along the arc of sold curve to the left a distance of 79.12 feet, (said curve having a
radius of 85500 feet, a central angle of 0578'08, and a chord bearing S1250'52'1'1., 79.09 feet) to
a ' ' iron rod set for the Northeast Comer of Lot 49, Block 4 Behrens Ranch Phase A. according to
the plat thereof recorded in Cabinet S. Slides 302 and 303 of the Plot Records of Williamson County,
Texas
THENCE N.19 57'04"W., along the Northeasterly Line of Lots 1 and 49, Block A, a distance
feet to a r iron rod found for the Most Northerly Corner of said
Lot 1;
THENCE along the Northerly and Westerly Lines of the said Plat of Behrens Ranch
following 15 courses:
1. 5.5570'12"W_ a distance of 202.14 feet to a rock pillar, from which point a Jf' iron rod found
bears N.0054'40"W., 0.56 feet;
2. S.69V8'56"W. a distance of 11.3.82 feet to o r iron rod found;
3. 58346'30"W. a distance of 106.05 feet to a Ji" iron rod found;
4. N_8377'01"W. o distance of 88.61 feet to a r" iron rod found;
5 N.7135'371W. a distance of 87.31 feet to a r iron rod found
6. N.5959'23"W. a distance of 87.31 feet to a r iron rod found
7. N.47'47'55"W. a distance of 96.12 feet to a Jf" iron rod found;
8. N.3472'22"W. o distance of 108.30 feet to a %" iron rod found;
9. N.1828'04"W. a distance of 186.75 feet to a j¢" Iron rod found;
10. N.16iO3'23"W. a distance of 4,107 feet to o F iron rod found:
11. 5.8053'48"W. a distance of 402.47 feet to a fence corner;
12. S52'30'0911! a distance of 180.00 feet to o fence corner,
13. S 1727'14"W. a distance of 700.00 feet to o %" iron rod found
14. 52976'03"W. a distance of 660.00 feet to a 35" Iron rod found;
15. S.20'0127"71 a distance of 74.34 feet to a r iron rod set ki the North Line of F. M.
Highway No. 3406, the same being the South Line of the sold 580.31 Acre Tract;
THENCE along the South Line of the 580.31 Acre Tract and the North Line of F. M. Highway No. 3406
the following five courses:
1. 5.6958:33"W. a distance of 403.55 feet to a concrete monument found and to a point on a
non -tangent curve to the right;
2. Westerly along the arc of said curve, a distance of 842.72 feet (said curve having a radius of
1372.40 feet, a central angle of 3570'56" and a chord bearing 58733'06"W, 829.54 feet) to a
concrete monument found;
3. N.74 53'50"W, a distance of 6Z25 feet to a concrete monument found and to point on a
non -tangent curve to the right;
4. Westerly along the arc of sold curve, a distance of 336.81 feet (said curve having o radius of
2804.79 feet, a central angle of 0652'49" and a chord bearing N.71'23'43"W., 336.61 feet) to a
concrete monument found;
5. N_68V0'9"W. a distance of 181.97 feet to a F iron rod set;
THENCE crossing the said 580.31 Acre Tract the following six courses:
of 178.57
Phase A the
1. N.21591411: a distance of 41.85 feet to
2. N.4929'06"E. a distance of 31.21 feet to
3. N.1775'39"E. a distance of 50.00 feet to
4. N.72'44'21"W. a distance of 90.00 feet to
5. N.27'44'21"W. a distance of 54.00 feet to
6. N.72'53'49 "W. a distance of 65.31 feet to
o riron rod set;
a r iron rod set;
a F iron rod set;
o r iron rod set
a r iron rod set;
the said Point of Beginning.
Containing 226.03 acres, more or less
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3/14310 SJNR/dS Omna yt
DATE: December 31, 2008
SUBJECT: City Council Meeting—January 8, 2009
ITEM: 8D1. Consider a resolution authorizing the Mayor to execute the First
Amendment to the Behrens Ranch Development Agreement.
Department: Administration
Staff Person: David Kautz, Assistant City Manager/CFO
Charlie Crossfield, Assistant City Attorney
Justification:
Instead of issuing bonds to reimburse the developer for certain infrastructure improvements
within the PID as originally contemplated when the PID was created, the City and the developer
have come to the following terms to complete the reimbursement to the developer.
• The City will reimburse the developer the remaining $3,398,000 (out of an original
maximum of $5,000,000) associated with Wyoming Springs and Drainage channel
improvements from the City's 4B Corporation and regional detention funds.
• Under a compromise and settlement agreement between Behrens Ranch homeowners and
the developer, the Developer agreed to convey an undeveloped tract of land to the City.
With this agreement the developer conveys the 223.96 acre undeveloped "open space"
tract to the City.
• The assessments associated with the "open space" land will not be prepaid by the
developer and will become the responsibility of the City.
The annual assessments collected from the PID will be used to reimburse the City's 4B
Corporation and regional detention funds. The assessments will continue until the funds are
fully reimbursed which is estimated to be approximat'2ly nine (9) years. Homeowner's in the
PID will benefit from this arrangement in that no Tong -term interest bearing bonds will be
issued therefore ensuring lower cost and a shorter pay off period.
This amendment is the first action in a multi -step process to approve this reimbursement. On
January 22, an amendment to the Transportation Capital Improvement Program (TCIP) will be
proposed to the 4B Corporation and the City Council and a resolution authorizing the payment
to the developer will also be proposed to the City Council.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: N/A
Background Information:
In April 2000, the Behrens Ranch Public Improvement District (PID) was created. A PID is a
defined area within the City or ETJ to provide additional services or infrastructure in the defined
are and is paid for by specific assessments on property within the PID. Infrastructure
improvements were made by the Behrens Ranch developer in the PID including Wyoming
Springs road, utility improvements and drainage improvements. Assessments are being
collected on various classes of properties in the PID which include open space, unplatted,
platted and certified lots. Cash has accumulated and has been used to partially reimburse the
developer for the improvements.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement (this "First Amendment") is
made to be effective the date set forth below by and between the CITY OF ROUND
ROCK, a home -rule city in Williamson County, Texas (the "City") and Behrens
Subdivision N.G., Ltd. a Texas limited partnership ("Developer").
RECITALS:
WHEREAS, the City and Developer entered into a Development Agreement (the
"Development Agreement") effective December 21, 2000, setting forth various
agreements and understandings with respect to the development of approximately 580.31
acres of land as a residential community ("the Project"), as more particularly described in
the Development Agreement; and
WHEREAS, the City and the Developer determined that the Project would be
developed utilizing a Public Improvement District ("PID"); and
WHEREAS, the Development Agreement provided that the City would endeavor
to reimburse Developer for certain costs of public improvements for the Project (the
"Improvements") paid for by Developer with funds received by the City through the
issuance and sale of bonds associated with the PID; and
WHEREAS, Developer has constructed and funded the costs of the Improvements
in accordance with the Development Agreement, but the City's ability under the
Development Agreement to issue bonds and to reimburse the Developer for the costs of
the Improvements has been impeded for various reasons that are not the fault of either the
City or the Developer; and
WHEREAS, under a compromise and settlement agreement in the case of John J.
and Debbie Shine, et al. v. Behrens Subdivision, Ltd., et al., cause number GN 300609,
353rd District Court of Travis County, Developer agreed to convey an undeveloped tract
of land, as shown on Exhibit "A", attached hereto and incorporated herein for all
purposes (the "Open -Space Tract"), to the City; and
WHEREAS, to provide for the reimbursement of costs incurred by the Developer
for the construction of the Improvements, and to provide for the conveyance of the Open -
Space Tract to the City, the Developer and the City desire to amend the Development
Agreement to provide for such reimbursement from funds not derived from PID bonds, to
provide for the conveyance of the Open -Space Tract from the Developer to the City, and
to set forth certain other agreements and understandings between them;
NOW, THEREFORE, in consideration of the premises set forth in the Recitals
above, the mutual covenants and agreements of the parties as hereinafter set forth, the
mutual benefits to be derived by the present and future residents of the City and the
Project, and other good and valuable consideration, the receipt and sufficiency of which
1 50783.doc/jmr
1
are hereby acknowledged, the City and Developer hereby agree that the Development
Agreement shall be amended as follows:
AGREEMENT
The Development Agreement is hereby amended as follows:
1. Public Improvement District
a. Payment. In addition to amounts previously tendered, the City
shall pay Developer the amount of Three Million, Three Hundred
and Ninety-eight Thousand Dollars ($3,398,000.00) (the
"Payment") for the costs incurred by the Developer related to the
construction of the Improvements for the Project including water,
wastewater, irrigation, road and drainage facilities as further
provided in the Resolution of the City creating the PID. Payment
shall be made by wire transfer or immediately available funds.
Upon receipt of the Payment, the Developer shall not be entitled to
any additional payment of any kind associated with the costs
incurred by Developer for the Improvements or from the City or
the PID in connection with the Project. The City shall endeavor to
remit this Payment by January 31, 2009. In the event the Payment
is not received by the Developer prior to February 28, 2009, then
this First Amendment shall terminate for all purposes. Once the
Payment has been made, Developer acknowledges that it will have
been paid $5,000,000 in cost reimbursements for the
Improvements, and no additional amount will be due to or sought
by Developer for the Improvements or from the City or the PID in
connection with the Project.
b. In consideration of the above, the Developer agrees to execute all
documents reasonably necessary to assign its rights and interest in
and to all future PID assessment revenues to the City. Developer
warrants that there are no claims, assignments or other
encumbrances against the assessments, other than an assignment of
assessments to Compass Bank. No Payment shall be made to
Developer until full releases have been obtained from Compass
Bank or any other creditor. Developer and City agree that a portion
of the Payment will be made to Compass Bank to retire a loan
secured by the PID assessment revenues. The City shall transfer
the necessary funds to Compass Bank by wire transfer in return for
a release of the assignment, and then the remaining portion of the
Payment shall be made to the Developer simultaneously therewith.
c. In further consideration of the above, the Developer agrees to
cause any of its principals, employees and representatives to resign
from the Board of Directors of the Behrens Ranch Homeowners
2
Association prior to, and as condition of, receipt of the Payment
from the City.
d. Developer further warrants that it is not in arrears on any PID
assessment payments and, if it is in arrears, all said delinquencies
shall be paid in full, with accrued interest, prior to the Payment
being made to Developer.
2. Open -Space Tract.
a. In further consideration for the above and upon receipt of the
Payment due, after payment of all liens, the Developer shall
convey to the City by special warranty deed the Open -Space Tract.
The conveyance shall be made by Developer simultaneously upon
receipt of the Payment, after payment of all liens and in accordance
with the terms and conditions of the compromise and settlement
agreement. The City agrees that it shall secure any approvals from
required parties under such agreement in connection with the
conveyance.
b. Developer agrees to provide payment for 2008 taxes and
assessments levied upon any lands that it owns within the Project
prior to receipt of the Payment. Notwithstanding any provision in
this First Amendment or the Development Agreement to the
contrary, Developer shall not be obligated to pay all or any portion
of 2009 PID assessments previously accruing, or any other
assessments hereafter accruing, on the Open -Space Tract.
Developer shall be required to pay, prior to receipt of Payment, its
pro -rated share of all taxes due on the Open Space Tract.
4. Agreement Amendment.
Except as expressly amended and modified hereby, the Development
Agreement shall continue in full force and effect in accordance with its
original terms and provisions, which shall be deemed to be confirmed,
ratified and approved.
5. Miscellaneous.
a. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.
b. The City represents and warrants to the Developer that the City is
duly authorized and empowered to enter into this First
Amendment. The Developer further represents and warrants to the
3
SIGNED as of thiserth
day of January, 2009.
Attest:
Sarah White, City Secretary
Approve
r
i
Ovw,�
Step an I Sheets, City Attorney
to form:
5
CITY:
CITY OF ROUND ROCK
By:
Alan McGraw, Mayor
DEVELOPER:
BEHRENS SUBDIVISION N.G., LTD.
By: Meredith Gressett, Inc.
A Texas corporation
Its General Partner
lames W." Meredith
President
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
ifk
This instrument was acknowledged�
before me on the
r day of January, 2009,
by Alan McGraw, as Mayor of CITY OF ROUND ROCK, a home -rule city located in
Williamson County, Texas, on behalf of said city.
SARA L. WHITE
MY COMMISSION EXPIRES
July 11,2012
STATE OF TEXAS
§
COUNTY OF TRAVIS §
./1/14), • taki,
Notary Public, State of Texas
Print Name: /k I,. Mite
This instrument was acknowledged before me on the - day of January, 2009,
by James W. Meredith, President of Meredith Gresset, Inc., a Texas corporation, on
behalf of said corporation as General Partnet1of Behrens Subdivision, Ltd, a Texas
limited partnership, on behalf of said limited parte ership.
6
jtary Public,
Print Name:
A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF THE DAVID CURRY SURVEY,
ABSTRACT No. 130, AND BEING A PART OF THAT 580.31 ACRE TRACT OF LAND CONVEYED TO BEHRENS
SUBDIVISION, LTD., BY DEED RECORDED IN DOCUMENT NUMBER 199936704 OF THE OFFICIAL PUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING ALL OP THAT 3.824 ACRE TRACT OF LAND
CONVEYED TO BEHRENS SUBDIVISION, LTD., BY DEED RECORDED IN DOCUMENT No. 2000077290 OF THE
OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCE ata Jf" iron rod set in the North Right-of-woy Line of F. M. Highway 3406 and in the
East Right-of-way Line of Wyoming Springs Drive, a right-of-way 100 feet wide shown on the plat of
Behrens Ranch Phose B Section I, according to the plat thereof recorded in Cabinet T, slides 238, 239
and 240 of the Plot Records of Williamson County, Texas, the same being the Southeast Corner of the
said plat of Behrens Ranch Phase B Section 1;
THENCE along the Cost Right-of-way Line of Wyoming Springs Drive and along the East Line of the
said plot of Behrens Ranch Phase B Section / the following two courses:
1. Northwesterly, a distonce of 37.14 feet, olong the arc of a curve to the right, soid curve
having a radius of 25.00 feet, a central angle of 85'06'30", and o chord bearing N.2527'04"W., 3381
feet to a M" iron rod set;
2. N.17V6'1l "E. a distance of 118.84 feet to a %" iron rod set and the Point of Beginning;
THENCE continue along the East Right-of-way Line of Wyoming Springs Drive the following two courses:
1. N.17V6'11 "E. along said line o distance of 328.09 feet to o r iron rod set and to a point of
curvature of o curve to the left;
2. Northerly, along the orc of said curve to the left (at a distance of 55.34 feet poss the
Northeast Corner of the said plot of Behrens Ranch Phose B Section / and continue along the East
Line of Wyoming Springs Drive as shown on the Plot of Behrens Ranch Phase B Section Il, according to
the plat thereof recorded in Cabinet T, Slides 333. 334 and 335 of the Plat Records of V#Vlliomson
County, Texas), in all o total distance of 299.99 feet, (said curve having a radius of 2452.07 feet, o
central angle of 07120'35", and a chord bearing N.133554 E, 299.80 feet) to the Southwest Corner
of Lot 60, Block A, Behrens Ronch Phase E Section One, according to the plot thereof recorded in
Cabinet AA, Slides 18 and 19 of the Plat Records of W/lliamson County, Texos, from which point a i"
iron rod found bears 5.88'27'00"E. 10.11 feet;
THENCE along the Southerly and Easterly Lines of the said Flat of Behrens Ranch Phose E Section One
the following nine courses::
1. 5:882700"E.
2. S. 75'4342"E.
3. S.6220'00"E.
4. N.65 22 05 E
5. N.59'12'54 "E.
6. N.22 35 58 E
Z N.242122 E
B N.04 44'14 "W.
9. N 2137'13"w.
o distonce of 274.55 feet to a JI" iron rod found;
o distance of 181.38 feet to o 3" iron rod found
a distonce of 241.70 feet to a M" iron rod found,
o distance of 19.83 feet to o r iron rod found;
a distance of 10154 feet to o ," iron rod found;
o distance of 281.55 feet to a r iron rod found;
o distonce of 504.87 feet to o g- iron rod found;
a distance of 92.89 feet to Js" iron rod found,
o distance of 72.25 feet to a 0" iron rod found;
THENCE crossing the said 580.31 Acre Tract the following ten courses:
EXHIBIT
1. 5.6670'58"E.
2. N_2430'15"E.
3. N. 3057'00T.
4. N.78'49'38 "E.
5. N.25 46'23"E.
6. N. 42 24'52 "W.
Z N.3277'30 "W.
8. N.66 40'42"W.
9. N.2745'281:
10. N.22 08'39"W.
580.31 Acre Tract;
a distance of 27.16 feet to a r Iron rod found;
a distance of 562.42 feet to a r iron rod found;
a distance of 979.25 feet to o J" iron rod found;
a distance of 368.02 feet to a j%" iron rod found;
o distance of 122.35 feet to a ,r iron rod found;
a distance of 297.43 feet to a ." iron rod found,
o distance of 341.89 feet to a 0" iron rod found;
a distance of 28.75 feet to a r iron rod found;
a distance of 639.25 feet to a Yt "iron rod found;
a distance of 430.40 feet to a F iron rod found in the North Line of the said
THENCE along the said North Line of the 580.31 Acre Tract the following two courses:
1. N.70b6'50"E. a distance of 1313.29 feet to a J" iron rod found;
2. N.71'49'481: o distance of 119.49 feet to o ..r iron rod found for the Northeast Corner of the
said 580.31 Acre Tract and for the Northwest Corner of the Plat of Hidden Glen Phase Two -A,
according to the plot thereof recorded in Cabinet X, Slides 147 and 148 of the Plat Records of
Williamson County, Texas;
THENCE 5.1970'19T, along the East Line of the 580.31 Acre Tract and the West line of the said Plot
of Hidden Glen Phase Two -A (at a distance of 980.10 feet pass the Southwest Comer of said Plat) in
all a total distance of 1012.39 feet to a to a r iron rod found and to a point on a non -tangent
curve to the left, the same being the West Right-of-way Line of Creek Bend Boulevard as described
in the Dedication Deed to the City of Round Rock recorded in Document No. 1999852263 of the
Officio/ Public Records of Williamson County, Texos;
THENCE crossing the said 580.31 Acre Tract and along the said West Right-of-way Line of Creek
Bend Boulevard the following four courses:
1. Southerly along the arc of said curve, o distance of 305.95 feet (said curve having o radius of
450.00 feet, o central ang/e of 3857'18" and a chord bearing S 00'18'08"W., 300.09 feet) to a %" iron
rod found;
2. 5.1970'32"E. a distance of 1105.74 feet to a 15" iron rod set and to a point of curvature of a
curve to the right;
3. Southerly, along the arc of said curve to the right a distance of 454.25 feet, (said curve having
a radius of 750.00 feet, a central angle of 3442'08-, and a chord bearing S 01 '49'28"E., 44734 feet)
to a %" iron rod found;
4. 5.15'31'36"W a distance of 521.95 feet to a r iron rod found for the Southwest Corner of the
said Right-of-way described in Document No. 1999852263, the Northwest Comer of the Right-of-way
described in the Street Deed recorded in Document No. 199944222 of the Official Public Records of
Williamson County, Texas, and the Northeast Corner of the said .3.824 Acre Tract;
THENCE along the East Line of the said 3.824 Acre Tract and the said West Right-of-way Line the
following two courses:
1. 5.1529'561W. a distance of 765.15 feet to a .r iron rod set and to a point of curvature of a
curve to the /eft;
2. Southerly, along the arc of said curve to the left a distance of 79.12 feet, (said curve having a
radius of 85500 feet, a central angle of 0578'08, and a chord bearing 51250'52"W., 79.09 feet) to
a ," iron rod set for the Northeast Corner of Lot 49, Block A, Behrens Ranch Phase A, according to
the plat thereof recorded in Cabinet 5, Slides 302 and 303 of the Plat Records of Williamson County,
Texas
THENCE N.1957'04"W., along the Northeasterly Line of Lots 1 and 49, Block A, a distance of 178.57
feet to a Jr" iron rod found for the Most Northerly Comer of said
Lot 1;
THENCE along the Northerly and Westerly Lines of the said P/at of Behrens Ranch Phase A the
following 15 courses:
1. 5.5520'12"W. a distance of 202.14 feet to a rock pillar, from which point a r iron rod found
bears N.0054'40"W., 0.56 feet;
2. S 69V8'56"W. a distance of 113.82 feet to a Jr" iron rod found;
3. S 8346'30"W. a distance of 106.05 feet to a Jr" iron rod found;
4. N.837701"W. a distance of 88.61 feet to a %" iron rod found;
5. N.7135'37"W. a distance of 87.31 feet to a M" iron rod found;
6. N.5959'23"W. a distance of 87.31 feet to a Jr" iron rod found;
7. N.4747'55"W. a distance of 96.12 feet to a Jr" iron rod found;
8. N.3472'22"W. a distance of 108.30 feet to a Jr" iron rod found;
9. N.1828'04 "W. a distance of 186.75 feet to a jri" iron rod found;
10. N.16'03'23"W. a distance of 48.07 feet to a r iron rod found;;
11. S.8053'48"W. a distance of 40247 feet to a fence corner,
12. S 5230'09"W. a distance of 180.00 feet to a fence comer
13. 51727'14"W. a distance of 700.00 feet to a J" iron rod found;
14. 5.2976'03"W. a distance of 660.00 feet to a Jr" iron rod found;
15. 5.20'01'27"E. a distance of 74.34 feet to a Jor iron rod set in the North Line of F. M.
Highway No. 3406, the same being the South Line of the sold 580.31 Acre Tract;
THENCE along the South Line of the 580.31 Acre Tract and the North Line of F. M. Highway No. 3406
the following five courses:
1. S.695833"W. a distance of 403.55 feet to a concrete monument found and to a point on a
non -tangent curve to the right;
2. Westerly along the arc of said curve, a distance of 842.72 feet (said curve having a radius of
1372.40 feet, a centro/ angle of 3570'56" and a chord bearing S.8733'06"W.. 829.54 feet) to a
concrete monument found;
3. N.745350"W. a distance of 6Z25 feet to a concrete monument found and to a point on a
non -tangent curve to the right;
4. Westerly along the arc of said curve, o distance of 336.81 feet (said curve having a radius of
2804.79 feet, a central angle of 0652'49" and o chord bearing N.7123'43"W., 336.61 feet) to a
concrete monument found;
5. N.68? 0'19"W. a distance of 181.97 feet to a 1" iron rod set;
THENCE crossing the said 580.31 Acre Tract the following six courses:
1. N.2159'41 "E.
2. N.4929.06 -E.
3 N.1775'39 "E.
4. N.72'44'21 "W.
5. N.2744211W.
6. N.72'53'49 "W.
a distance of 41.85 feet
a distance of 31.21 feet
a distance of 50.00 feet
o distance of 90.00 feet
a distance of 54.00 feet
a distance of 65.31 feet
Containing 226.03 acres, more or less
to a %" iron rod set;
to a J" iron rod set;
to a Jrz" iron rod set;
to o r iron rod set;
to a g- iron rod set
to the said Point of Beginning.
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