R-09-01-22-9D1 - 1/22/2009RESOLUTION NO. R -09-01-22-9D1
WHEREAS, 226 acres of open space ("Property") located within
the Behrens Ranch Subdivision has been conveyed to the City of Round
Rock, Texas ("City"), and
WHEREAS, the City wishes to enter into a Declaration of
Restrictive Covenants with respect to the development of said
Property as a park, 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 Declaration of Restrictive Covenants, a copy of
same being attached hereto as Exhibit "A" and incorporated herein.
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 22nd day of January, 2009.
vki
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
1
SARA L. WHITE, City Secretary
0:\WDOX\RESOLUTI\R90122D1.DOC/rmc
DECLARATION OF RESTRICTIVE COVENANTS
EXHIBIT
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This DECLARATION OF RESTRICTIVE COVENANTS (this
"Declaration") is entered into as of the day of , 2009, by the City of
Round Rock, Texas, a Texas home -rule municipality (the "Declarant").
RECITALS
WHEREAS, Declarant is the owner of certain real property situated in
Williamson County, Texas (the "Property"), such Property being more particularly
described and depicted on Exhibit "A" attached hereto and made a part hereof;
WHEREAS, with respect to the development of the Property, the Property shall
be developed by Declarant as a park and, in connection therewith, Declarant desires to
subject the Property to the covenants, conditions and restrictions hereinafter set forth as
follows:
ARTICLE I
DEFINITIONS
The following words when used in this Declaration or any Amended or
Supplemental Declaration (unless the context shall prohibit) shall have the following
meanings:
"Passive State" shall mean the development of a park that emphasizes the open -space
aspect of a park and which involves a low level of improvements.
"Association" shall mean the Behrens Ranch Homeowners Association, its successors
and assigns.
ARTICLE II
DEVELOPMENT AND USE RESTRICTIONS
2.1 Park Use. The Property shall only be used as a public park that is maintained in a
Passive State. No permanent structures, playing fields, lighting, parking lots or other
uses associated with an active park shall be constructed on the Property, unless
otherwise stated herein. Open-air pavilions and playgrounds are permitted.
Permanent restroom facilities may be constructed on the Property, provided that no
such facilities shall be constructed within two hundred feet (200') of the property line
of a lot within the Behrens Ranch Subdivision. No permanent restroom facilities
shall be constructed without the approval of the Association of a proposed facility's
size, location and appearance. Development of the Property as a park shall be at the
sole discretion of Declarant and Declarant is not obligated to construct any
improvements on the Property or otherwise develop the Property as a park.
152990. doc/j mr/0112.0601
1
2.2 Maintenance. Except as stated herein, Declarant shall not be obligated to maintain
the Property and the Property shall remain in its natural state.
2.3 Behrens Ranch Buffer. Except as stated otherwise herein, Declarant shall maintain
an area ten feet (10') wide on portions of the Property that abut any residential lot
within the Behrens Ranch Subdivision. Such maintenance shall include brush
removal and occasional mowing. No construction shall occur within this ten foot
(10') area unless approved by the Association.
2.4 Mira Vista Buffer. Portions of the Property abutting lots within the Mira Vista
Subdivision shall be left in their natural state for a distance of two hundred feet
(200') from the property line; provided that Declarant may construct trails or
structures in this two hundred foot (200') area with the approval of the Association.
2.5 Signage. All signage erected on the Property shall be consistent with signage in
other parks operated by Declarant.
2.6 Compliance. All park activities conducted on the Property, including but not limited
to hours of operation, shall comply with the City of Round Rock Park Ordinance, as
amended.
2.7 Trails. Declarant may, but shall not be obligated to, construct a trail system on the
Property within the approximate location as shown on Exhibit "B". The final
configuration and location of such trails shall be at Declarant's sole discretion.
Trails constructed within the Property shall be constructed of asphalt with a concrete
ribbon curb, unless Declarant determines in good faith that such trails should be
constructed of different materials due to environmental, geotechnical or other
limitation. Declarant shall assume the operation and maintenance of all existing
trails on the Property. Declarant shall periodically mow and maintain a ten foot (10')
buffer area along both sides of all trails on the Property, except as specifically set
forth in the Declaration.
2.8 Association Maintenance. The Association may, but is not obligated to, operate
and maintain approximately seventeen (17) acres of the Property adjacent to Sam
Bass Road, as shown in Exhibit "B". If the Association desires to operate and
maintain said seventeen (17) acres, then the Association shall enter into a separate
agreement for such operation and maintenance.
ARTICLE III
GENERAL PROVISIONS
3.1 Interpretation. The provisions of this instrument shall be governed by, and
construed in accordance with, the laws of the State of Texas, and this instrument shall
be fully performable and enforceable in the City of Round Rock, Williamson County,
2
Texas. In the event of any conflict between the provisions of this instrument and any
applicable zoning ordinance or other applicable regulations of the City of Round
Rock, Texas, as amended, and in effect from time to time, the more restrictive
provision shall govern and control. Paragraph and section headings used in this
Declaration are for reference and identification only and are not intended to in any
way limit or amplify the terms and provisions of this Declaration. Notwithstanding
any custom, rule of interpretation or construction, or otherwise, neither this
Declaration, nor any portion hereof, shall be construed more strongly against the
party who prepared it.
3.2 Number and Gender. The singular, whenever used herein, shall be construed to be
the plural and vice versa, when applicable, and the necessary grammatical changes
required to make the provisions hereof apply equally to corporations, partnerships,
and other entities or individuals, males or females, shall in all cases be assumed as
though in each case fully expressed. Whenever required by the context of this
Declaration, the masculine shall include the feminine and neuter genders, and vice
versa. The words "herein" and "hereof' and "above" and "below" refer to this
instrument as a whole and not merely to the section in which such words appear.
3.3 Severability. Invalidation of any one or more of the covenants, conditions,
restrictions, rights, easements, privileges, obligations, and duties contained in this
Declaration shall in no manner affect any of the other covenants, conditions,
restrictions, easements, privileges, obligations, or duties hereof, which shall remain in
full force and effect.
3.4 Attorneys' Fees. If any person institutes any legal or equitable proceeding against
another person relating to the provisions of this Declaration, or any default
thereunder, or to restrain a breach hereof, or to collect any amounts owing hereunder,
or an arbitration proceeding is commenced by agreement of the parties to any dispute,
then the unsuccessful litigant in such action or proceeding shall reimburse the
successful litigant therein for all reasonable costs and expenses incurred in connection
with any such action or proceeding and any appeals therefrom, including reasonable
attorneys' fees and court costs, to the extent permitted by the terms of any final order,
decree, or judgment.
3.5 Enforcement. The covenants, conditions, restrictions, rights, easements, privileges,
obligations, and duties contained in this Declaration (collectively, the "Restrictions")
shall be deemed to be covenants running with the land and, accordingly, any transfer
or conveyance of the Property or any part thereof shall automatically transfer such
Restrictions to the new owner of the Property as appurtenances to the land transferred
or conveyed to such new Owner. Declarant, its successors and assigns and the
Association, its successors and assigns shall have the right, but not the obligation, to
enforce observance and performance of the restrictions, covenants and conditions
contained herein and, in order to prevent a breach or to enforce the observance or
performance of same, shall have the right, in addition to all other legal remedies
provided herein or by law, to an injunction, either prohibitive or mandatory.
3
Acquiescence to any violation shall not be deemed a waiver of the right to enforce the
conditions so violated or any other conditions. If any provision contained herein shall
be unenforceable as written, it shall be modified to the extent required (but only to the
extent required) to make the same enforceable.
3.6 Amendment. This Declaration may be amended by a written agreement recorded in
the Real Property Records of Williamson County, Texas, that is executed by both (1)
the Declarant, and (2) the Behrens Ranch Homeowners Association; provided,
however, that Declarant, without the joinder of any other party, shall have the
absolute right to make minor changes or amendments to this Declaration to correct or
clarify errors, omissions, mistakes or ambiguities contained herein. No such
termination, amendment, supplement or vacation shall be effective until a written
instrument setting forth the terms thereof has been executed by the parties by whom
approval is required as set forth above and recorded in the Official Public Records of
Williamson County, Texas.
THIS DECLARATION HAS BEEN EXECUTED AS OF THE DATE FIRST SET
FORTH ABOVE.
DECLARANT:
CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on , 2009, by
Alan McGraw, the Mayor of the City of Round Rock, Texas, a Texas home -rule
municipality, on behalf of said home -rule municipality.
Notary Public, State of Texas
4
07/26/2006 13:37 8360897 PAGE 02
A PARCEL OF LAND IN N7LUAMSON 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, LTU., BY DEED RECORDED IN DOCUMENT NUMBER 199936704 OF THE OFFICIAL PUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING ALL OF THAT 3.824 ACRE TRACT OF LAND
CONVEYED TO BE7-IRENS SUBDIVISION, LTD.. BY DEED RECORDED 1N DOCUMENT Na 2000077290 Of THE
OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCE at o %" 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, o right-of-woy 100 feet wide shown on the plat of
Behrens Ranch Phose B Section 1, according to the plat thereof recorded in Cobble' T, slides 238, 239
and 240 of the Plot Records of Waliamson County, Texas, the some being the Southeast Corner of the
said plat of Behrens Ranch Phase B Section 1;
THENCE along the East Right-of-way the of Wyoming Springs DriVe and along the East Line of the
soid plat of Behrens Ranch Phase B Section I the following two courses:
1. Northwesterly, a distance of 37.14 feet, olong the arc of 0 curve to the right, sold curve
having o radius of 25.00 feet. a central ang/e of 85106'30; and o chord bearing N.2577'04"W., 33.81
feel to 'o %" iron rod set;
2. N177.76717: a distance of 118.84 feet to a M" 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.17V611 "E. along said line a distance of 328.09 feet to r iron rod set and to a point of
curvature of a curve to the left;
2. /Northerly, along the arc of said curve to the left (at a distance of 55.34 feet pass the
Northeast Comer of the said plot of Behrens Ranch Phase 8 Section 1 and continue along the East
Line of Wyoming Springs Drive as shown an the Plot of Behrens Ranch Phase B Section II, according to
the plot thereof recorded in Cabinet T, Slides 333, 334 and 335 of the Plot Records of Williamson
County, Texas), in off a total distance of 299.99 feet. (soid curve hoving a radius of 2452.07 feet, o
central angle of 07V0'351 and o chord bearing N.1335'54"E., 299.80 feet) to the Southwest Corner
of Lot 60. B/ock A, Behrens Ranch Phase E Section One, according to the plat thereof recorded in
Cabinet AA, Slides 18 and 19 of the Plat Records of Wiffiamson County, Taros. from which point a r
iron rod found bears S.8827'00"E. 1011 feet;
THENCE along the Southerly and Easterly Lines of the said Plat of Behrens Ranch Phase E Section One
the following nine courses:
1. S.8877'00"E. o distance of 274.55 feet to a , " iron rod found;
2. S.7543'42"E. a distance of 181.38 feet too " iron rod found;
3. 5.6220'00"E. a distance of 241.70 feet to a 5f" iron rod found;
4. . N.6572'05"E. a distance of 19.83 feet to o )¢" iron rod found;
5. N.5972'54"E. a distance of 10.54 feet to J ' iron rod found;
6.
N.2235'581", a distance of 281.55 feet to M" von rod found;
Z N.242122E o distance of 504.87 feet to r von rod found;
8. N.04 44'14 "W. a distance of 92.89 feet to r iron rod found;
9. N.2137"13"W, o distance of 72.25 feet to a )f" Iron rod found;
THENCE crossing the said 580.31 Acre Tract the following ten courses:
07/26/2006 13:37 8360897
1. S.6610'587'.
2. N.24:30'15"E.
N.3057'00"E.
4. N. 78 49'38"E.
5. N.25'46'23"E.
6. N.4224'52 "W.
Z N.3277'30"W.
8. N.66'40'421k
9_ N 2745 28"E.
10. N.22178'39"W.
580.31 Acre Tract
PAGE 03
a distance of 27.16 feet to a Ji" iron rod found;
a distance of 562.42 feet to o Yr" iron rod found;
a distance of 979.25 feet to a M" iron rod found;
a distance of 365.02 feet to a r iron rod found;
o distance of 122.35 feet to a %' iron rod found;
a distance of 297.43 feet to a M" Iron rod found:
a distance of 341.89 feet to a Ji" iron rod found
a distance of 28.75 feet to a J/r" iron rod found.
a distance of 639.25 feet to a 31" iron rod found;
a distance of 430.40 feet to a 3f iron rod found in the North Line of the sold
THENCE along the said North Line of the 580.31 Acre Tract the following two courses:
1. 11.70i06'S0`E. a distance of 131.29 feet to a Ms iron rod found; •
2. N.71'49'48"E. o distance of 119.49 feet to a 3f" Iron rod found for the Northeast Comer of the
sold 580.31 Acre Tract and for the Northwest Corner 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
Williamson County, Texas:
1NENCE S.1970.19 -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 o distance of 980.10 feet pass the Southwest Comer of said Plot) in
all a total distance of 101239 feet to a to o r 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 to 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-woy 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 a radius of
450.00 feet, a central angle of 3857'18" and a chord bearing 5.00'18'08"W., 300.09 feet) to a Jf" iron
rod found;
2. S -1970:32-E. o distance of 1105.74 feet to a 'yr" iron rod set and to a point of curvature of o
curve to the right;
3. Southerly, along the arc of said curve to the right a distance of 454.25 feet, (said curve having
o radius of 750.00 feet, a central angle of 34'42'08; and a chord bearing 501'49'28"E.. 447.34 feet)
to a %" iron rod found;
4. 51531'36"W. a distance of 521.95 feet to a 3i" iron rod found for the Southwest Comer of the
said Right-of-way described in Document No. 1999852263, the Northwest Corner of the Right-of-woy
described in the Street Deed recorded in Document No. 199944222 of the Official Public Records of
*Fiiamson County, Texas, and the Northeast Comer 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. 515'29'56"W. a distance of 76515 feet to a Yr" iron rod set and to a point of curvature of a
curve to the /eft;
2. Southerly. along the arc of sold curve to the left a distance of 79.12 feet, (said curve having a
radius of 855.00 feet, a central angle of 0578108; and a chord bearing 5.12'50'52"N:, 79.09 feet) to
o J/" iron rod set for the Northeast Comer of Lot 49, Block A, Behrens Ranch Phase A, according to
the plat thereof recorded in Cabinet S, S//des 302 and 303 of the P/at Records of Williamson County,
Texas
07/26/2006 13:37
8360897
PAGE 04
THENCE N.19'7'04"W., along the Northeasterly Line of Lots 1 and 49. Block A, a distance of 178.57
feet to a jf" 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 Phase A the
following 15 courses:
1. 5.5570'12"W. a distance of 202.14 feet to a rock pillar, from which point a J " iron rod found
bears N.00'54'40"W., 0.56 feet;
2. S.69n8'56"W. a distance of 113.82 feet to a Y" Iron rod found;
3. 583'46'30"W. o distance of 106.05 feet to a Jr Iron rod found;
4, 11.8377'01 "W. a distance of 88.61 feet to a 3" iron rod found;
5. N.71'35'37"W. a distance of 87.51 feet to a fit" iron rod found;
6. N.5959'23"W. a distance of 87.31 feet to a F iron rod found;
7. 11.4747'55"W. a distance of 96.12 feet to a j¢" iron rod found;
8. N.3472'22"% a distance of 108.30 feet to a r Iron rod found'
9. N.1828'04"W. a distance of 186.75 feet to a r iron rod found;
1.0. N.16'03'23"W. a distance of 4807 feet to a F iron rod found;
11. 5.8053'48V. a distance of 402.47 feet to a fence corner;
12. S 52'30'09"W. a distance of 180.00 feet to a fence comer.
13. 51727'14"W. o distance of 700.00 feet to a j»" iron rod found;
14. 3.2976'03"W. a distance of 660.00 feet to X ' iron rod found;
in the
15. 5.20'01'27t a distance ofHighw y No. 3406, the same4.34 fseteet to a Jor iron rod North Line
being the South Line ofthe said580.31Acre 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.6938'3.3"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 84272 feet (sald curve having a radius of
1372.40 feet, o central angle of 3570'56" and a chord bearing 58733'06"W.. 829.54 feet) to a
concrete monument found;
3, N.7453'50"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, a distance of 336.81 feet (said curve having a radius of
2804.79 feet, a centro/ angle of 0652'49" and o chord bearing N.7123'43"W., 336.61 feet) to a
concrete monument found;
5. N.68170'19"W. a distance of 181.97 feet to o X" iron rod set;
THENCE crossing the said 580.31 Acre Tract the following six courses:
1. N.21.59'41 "E. a distance of 41.85 feet to a je iron rod set;
2. N.492906"E a distance of 31.21 feet to a X- iron rod set;
3. N.1775'39"E. a distance of 50.00 feet to a r Iran rod set;
4. N.72'44'21",4 a distance of 90.00 feet to o r" iron rod set;
5. N.27 -4421-W. a distance of 54.00 feet to a %" iron rod set;
6. M72'53'49"W. a distance of 65.31 feet to the said Point of Beginning.
Containing 226.03 acres, more or less
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RESOLUTION NO.
RESOLUTION OF THE AMENITIES ADVISORY COMMITTEE OF BEHRENS
RANCH MASTER ASSOCIATION, INC. APPROVING THE DECLARATION OF
RESTRICTIVE COVENANTS FOR BEHRENS RANCH PARK
WHEREAS, the Behrens Ranch Master Association, Inc. (the "HOA") is the duly
created and authorized home owners association for the Behrens Ranch Subdivision located in
Round Rock, Williamson County, Texas;
WHEREAS, the HOA has duly created the Amenities Advisory Committee (the
"Committee") to oversee aspects of the amenities associated with the Behrens Ranch
Subdivision; and,
WHEREAS, in the settlement agreement for the lawsuit filed in 353rd Judicial District
Court of Travis County, Texas as John J. and Debbie Shine et al. v. Behrens Subdivision, Ltd.
et al., Cause No. GN 300609, effective December 17, 2004 (the "Settlement"), the
Committee is designated as a party whose approval is required for the dedication of a certain
tract of land consisting of 240.37 acres, and described by metes and bounds in Exhibit "A",
and identified as the "Green Belt Tract" in the Settlement ("Behrens Ranch Park"), by the
owner of Behrens Ranch Park to the City of Round Rock, Texas, a Texas home rule
municipality (the "City"); and,
WHEREAS, the City has prepared a Declaration of Restrictive Covenants, attached as
Exhibit "B" (the "Declaration") imposing restrictions pertaining to the development of
Behrens Ranch Park that meets the conditions imposed by the Settlement;
WHEREAS, the Committee has reviewed the Declaration;
NOW, THEREFORE, BE IT RESOLVED BY THE AMENITIES ADVISORY
COMMITTEE OF THE BEHRENS RANCH MASTER ASSOCIATION, INC., THAT:
SECTION 1. The facts and recitations in the preamble of this Resolution are hereby
found and declared to be true and correct, and are incorporated by reference herein and
expressly made a part hereof, as if copied verbatim.
SECTION 2. The Committee hereby approves of all terms in the Declaration.
RESOLVED this, the /5 Day of \ , 2009.
By:
William Orange
Chairman, of the Behrens Ranch Master
Association, Inc. Amenities Advisory
Committee
3
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
I, the undersigned officer of the Amenities Advisory Committee of the Behrens Ranch
Master Association, Inc., hereby certify as follows:
1. The Amenities Advisory Committee of the Behrens Ranch Master Association,
convened in a regular meeting on 3'...,,,« 14 , 2009 held
at Inc.leov„ re c•k Texas, and the roll was called of the duly' constituted officers and
members of the Committee, to -wit:
William Orange
Larry Yawn
Gregg Miller
Eric Pay
and all of said persons were present, except Simon Hemby, thus constituting a quorum.
Whereupon, among other business, the following was transacted at the meeting: a written
RESOLUTION OF THE AMENITIES ADVISORY COMMITTEE OF BEHRENS
RANCH MASTER ASSOCIATION, INC. APPROVING THE DECLARATION OF
RESTRICTIVE COVENANTS FOR BEHRENS RANCH PARK
was introduced for the consideration of the Committee. It was then duly moved and seconded
that the Resolution be adopted; and, after due discussion, the motion, carrying with it the
adoption of the Resolution, prevailed and carried by the following vote:
AYES:
NOES:
ABSTENTIONS:
4
2. That a true, full and correct copy of the aforesaid Resolution adopted at the
meeting described in the above and foregoing paragraph is attached to and follows this
certificate; that the Resolution has been duly recorded in the Committee's minutes of the
meeting; that the persons named in the above and foregoing paragraph are the duly chosen,
qualified and acting officers and members of the Committee as indicated therein; that each of
the officers and members of the Committee were duly and sufficiently notified officially and
personally, in advance, of the time, place and purpose of the aforesaid meeting, and each of
the officers and members consented, in advance, to the holding of the meeting; that the
meeting was open to the public as required by law and the bylaws of the Behrens Ranch
Master Association, Inc.; and that public notice of the time, place and subject of the meeting
was given as required by applicable Texas law and the bylaws of the Behrens Ranch Master
Association, Inc.
151719.doc/jmr
SIGNED AND SEALED on this IA day of ,) . , ,,, ,,„ , 2009.
Chairm enities Advisory Committee
DATE: January 15, 2009
SUBJECT: City Council Meeting — January 22, 2009
ITEM: 9D1. Consider a resolution authorizing the Mayor to execute a Declaration of
Restrictive Covenants regarding 226 acres located in the Behrens Ranch
Subdivision.
Department:
Staff Person:
Justification:
Parks & Recreation
Rick Atkins, Director of Parks and Recreation
The City of Round Rock has worked with the Behrens Ranch Homeowner's Association to
mutually agree on the restrictions contained in the Declaration of Restrictive Covenants
outlined in the agreement between the City and the Homeowner's Association to take
responsibility of 220 acres of open space within the Behrens Ranch Subdivision from
Masonwood Development.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources:
Background Information:
A settlement agreement by and between the Masonwood Development and certain property
owners in the Behrens Ranch Subdivision requires Masonwood Development to convey 220
acres of open space to the City. The City and the Homeowner's Association have been
negotiating certain conditions and restrictions to be imposed within the 220 acres of open
space. During that time there have been several obstacles that have delayed the process.
However, at this time, all parties have agreed to the covenants of the declaration. This
agreement gives the City the ability to expand that city-wide trail system while at the same time
preserving a Targe piece of open space in our community in its natural state. We will also be
able to provide the west side of the city with a great opportunity for outdoor recreation.
Public Comment: N/A
RECORDED
DOCUMENT
FOLLOWS
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1101
DECLARATION OF RESTRICTIVE COVENANTS
11
REST
11 PGS
This DECLARATION OF, STRICTIVE COVENANTS (this
"Declaration") is entered into as of the rTr day of N 11, , 2009, by the City of
Round Rock, Texas, a Texas home -rule municipality (the "Dec : rant").
RECITALS
WHEREAS, Declarant is the owner of certain real property situated in
Williamson County, Texas (the "Property"), such Property being more particularly
described and depicted on Exhibit "A" attached hereto and made a part hereof;
WHEREAS, with respect to the development of the Property, the Property shall
be developed by Declarant as a park and, in connection therewith, Declarant desires to
subject the Property to the covenants, conditions and restrictions hereinafter set forth as
follows:
ARTICLE I
DEFINITIONS
The following words when used in this Declaration or any Amended or
Supplemental Declaration (unless the context shall prohibit) shall have the following
meanings:
"Passive State" shall mean the development of a park that emphasizes the open -space
aspect of a park and which involves a low level of improvements.
"Association" shall mean the Behrens Ranch Homeowners Association, its successors
and assigns.
ARTICLE II
DEVELOPMENT AND USE RESTRICTIONS
2.1 Park Use. The Property shall only be used as a public park that is maintained in a
Passive State. No permanent structures, playing fields, lighting, parking lots or other
uses associated with an active park shall be constructed on the Property, unless
otherwise stated herein. Open-air pavilions and playgrounds are permitted.
Permanent restroom facilities may be constructed on the Property, provided that no
such facilities shall be constructed within two hundred feet (200') of the property line
of a lot within the Behrens Ranch Subdivision. No permanent restroom facilities
shall be constructed without the approval of the Association of a proposed facility's
size, location and appearance. Development of the Property as a park shall be at the
sole discretion of Declarant and Declarant is not obligated to construct any
improvements on the Property or otherwise develop the Property as a park.
152990. doc/jmr/0112.0601
il-- 09.01- 22 -
1
2009023681
2.2 Maintenance. Except as stated herein, Declarant shall not be obligated to maintain
the Property and the Property shall remain in its natural state.
2.3 Behrens Ranch Buffer. Except as stated otherwise herein, Declarant shall maintain
an area ten feet (10') wide on portions of the Property that abut any residential lot
within the Behrens Ranch Subdivision. Such maintenance shall include brush
removal and occasional mowing. No construction shall occur within this ten foot
(10') area unless approved by the Association.
2.4 Mira Vista Buffer. Portions of the Property abutting lots within the Mira Vista
Subdivision shall be left in their natural state for a distance of two hundred feet
(200') from the property line; provided that Declarant may construct trails or
structures in this two hundred foot (200') area with the approval of the Association.
2.5 Signage. All signage erected on the Property shall be consistent with signage in
other parks operated by Declarant.
2.6 Compliance. All park activities conducted on the Property, including but not limited
to hours of operation, shall comply with the City of Round Rock Park Ordinance, as
amended.
2.7 Trails. Declarant may, but shall not be obligated to, construct a trail system on the
Property within the approximate location as shown on Exhibit "B". The final
configuration and location of such trails shall be at Declarant's sole discretion.
Trails constructed within the Property shall be constructed of asphalt with a concrete
ribbon curb, unless Declarant determines in good faith that such trails should be
constructed of different materials due to environmental, geotechnical or other
limitation. Declarant shall assume the operation and maintenance of all existing
trails on the Property. Declarant shall periodically mow and maintain a ten foot (10')
buffer area along both sides of all trails on the Property, except as specifically set
forth in the Declaration.
2.8 Association Maintenance. The Association may, but is not obligated to, operate
and maintain approximately seventeen (17) acres of the Property adjacent to Sam
Bass Road, as shown in Exhibit "B". If the Association desires to operate and
maintain said seventeen (17) acres, then the Association shall enter into a separate
agreement for such operation and maintenance.
ARTICLE III
GENERAL PROVISIONS
3.1 Interpretation. The provisions of this instrument shall be governed by, and
construed in accordance with, the laws of the State of Texas, and this instrument shall
be fully performable and enforceable in the City of Round Rock, Williamson County,
2
Texas. In the event of any conflict between the provisions of this instrument and any
applicable zoning ordinance or other applicable regulations of the City of Round
Rock, Texas, as amended, and in effect from time to time, the more restrictive
provision shall govern and control. Paragraph and section headings used in this
Declaration are for reference and identification only and are not intended to in any
way limit or amplify the terms and provisions of this Declaration. Notwithstanding
any custom, rule of interpretation or construction, or otherwise, neither this
Declaration, nor any portion hereof, shall be construed more strongly against the
party who prepared it.
3.2 Number and Gender. The singular, whenever used herein, shall be construed to be
the plural and vice versa, when applicable, and the necessary grammatical changes
required to make the provisions hereof apply equally to corporations, partnerships,
and other entities or individuals, males or females, shall in all cases be assumed as
though in each case fully expressed. Whenever required by the context of this
Declaration, the masculine shall include the feminine and neuter genders, and vice
versa. The words "herein" and "hereof' and "above" and "below" refer to this
instrument as a whole and not merely to the section in which such words appear.
3.3 Severability. Invalidation of any one or more of the covenants, conditions,
restrictions, rights, easements, privileges, obligations, and duties contained in this
Declaration shall in no manner affect any of the other covenants, conditions,
restrictions, easements, privileges, obligations, or duties hereof, which shall remain in
full force and effect.
3.4 Attorneys' Fees. If any person institutes any legal or equitable proceeding against
another person relating to the provisions of this Declaration, or any default
thereunder, or to restrain a breach hereof, or to collect any amounts owing hereunder,
or an arbitration proceeding is commenced by agreement of the parties to any dispute,
then the unsuccessful litigant in such action or proceeding shall reimburse the
successful litigant therein for all reasonable costs and expenses incurred in connection
with any such action or proceeding and any appeals therefrom, including reasonable
attorneys' fees and court costs, to the extent permitted by the terms of any final order,
decree, or judgment.
3.5 Enforcement. The covenants, conditions, restrictions, rights, easements, privileges,
obligations, and duties contained in this Declaration (collectively, the "Restrictions")
shall be deemed to be covenants running with the land and, accordingly, any transfer
or conveyance of the Property or any part thereof shall automatically transfer such
Restrictions to the new owner of the Property as appurtenances to the land transferred
or conveyed to such new Owner. Declarant, its successors and assigns and the
Association, its successors and assigns shall have the right, but not the obligation, to
enforce observance and performance of the restrictions, covenants and conditions
contained herein and, in order to prevent a breach or to enforce the observance or
performance of same, shall have the right, in addition to all other legal remedies
provided herein or by law, to an injunction, either prohibitive or mandatory.
3
Acquiescence to any violation shall not be deemed a waiver of the right to enforce the
conditions so violated or any other conditions. If any provision contained herein shall
be unenforceable as written, it shall be modified to the extent required (but only to the
extent required) to make the same enforceable.
3.6 Amendment. This Declaration may be amended by a written agreement recorded in
the Real Property Records of Williamson County, Texas, that is executed by both (1)
the Declarant, and (2) the Behrens Ranch Homeowners Association; provided,
however, that Declarant, without the joinder of any other party, shall have the
absolute right to make minor changes or amendments to this Declaration to correct or
clarify errors, omissions, mistakes or ambiguities contained herein. No such
termination, amendment, supplement or vacation shall be effective until a written
instrument setting forth the terms thereof has been executed by the parties by whom
approval is required as set forth above and recorded in the Official Public Records of
Williamson County, Texas.
THIS DECLARATION HAS BEEN EXECUTED AS OF THE DATE FIRST SET
FORTH ABOVE.
DECLARANT:
CITY OF ROUND ROCK, TEXAS
By:
Alan McGraw, Mayor
STATE OF TEXAS
COUNTY OF WILLIAMSON
n
This instrument was acknowledged before me on )44 , 2009, by
Alan McGraw, the Mayor of the City of Round Rock, Texas, aiTexas home -rule
municipality, on behalf of said home -rule municipality.
Jam'•:! Oto -1111 C.
MY COMMISSION EXPIRES
July11,2012
Notary Public, State of Texas
4
07/26/2006 13:37 8360897 PAGE 02
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
SUBOI NS1ON, L 1U., BY DEED RECORDED IN DOCUMENT NUMBER 199936704 OF THE OFFICIAL PUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING ALL OF THAT 3.824 ACRE TRACT OF LAND
CONVEYED TO BEHRENS SUBDIVISION, LTD., BY DEED RECORDED IN DOCUMENT No. 2000077290 OF THE
OFFICIAL PUBLIC RECORDS Or WILLIAMSON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCE at a %" iron rod set in the North Right-of-way Line of F. M. Highway 3406 and in (he
East Right-of-way Line of Wyoming Springs Drive. a right-of-woy 100 feet wide shown on the plat of
Behrens Ranch Phase B Section 1, according to the plat thereof recorded in Cabinet T, slides 238, 239
and 240 of the Plat 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 East Right-of-way Line of Wyoming Springs Drive and olong (he East Line of the
said plat of Behrens Ranch Phase B Section I the following two courses:
1. Northwesterly, a distance of 3714 feet, along the arc of o curve to the right, sold curve
having o radius of 25.00 feet, a central angle of 85'06130; and o chord bearing N.2577'04"W., 33.81
feet to 'a ;r' iron rod set;
2. N.17176'11 "E. o distance of 178.84 feet to a)1" iron rod set and the Point of Beginning;
THENCE continue along the East Right-of-woy Line of Wyoming Springs (hive the following two courses:
1. N.17YI6'11 "E. along said line a distance of 328.09 feet to r iron rod set and to o paint of
curvature of o curve to the left;
2. Northerly, along the arc of said curve to the left (at o distance of 55.34 feet pass the
Northeast Corner of the said plot of Behrens Ronch Phase B Section 1 and continue along the East
Line of Wyoming Springs Drive as shown on the Plot of Behrens Ranch Phase B Section 11, according to
the plat thereof recorded in Cabinet T, Slides 334 334 and 335 of the Plat Records of Williomson
County, Texas), in all o total distance of 299.99 feet. (soid curve hoving a radius of 2452.07 feet, o
central ongle of 07V0'35", and a chord bearing N.13:35'54"E., 299.80 feet) to the Southwest Corner
of Lot 60. Block A, Behrens Ranch Phase E Section One, according to the plat thereof recorded in
Cabinet AA, Slides 18 and 19 of the Plot Records of Williamson County, Texas, from which point a !i"
iron rod found bears S 8827'00"E. tan feet;
THENCE along the Southerly and Easterly Lines of the said Plat of Behrens Ranch Phose E Section One
the following nine courses:
f.
S.8827.00 -E. o distance of
2. S.75'43'421: a distance of
J. S.6220'00"E. a distance of
4. . N.6522'O5"E. a distance of
5. N.59'1215471 a distance of
6. N.2235'5817 a distance of
Z N.242122'E. a distance of
a N. 04 44'14 "W. a distance of
9. N.2137'13"W o distance of
274.55 feet to a H" iron rod found;
181.38 feet to r iron rod found;
241.70 feet to a 3f" iron rod found;
19.83 feet to 0 Y1" iron rod found;
10.54 feet to a r iron rod found;
281.55 feet to r von rod found;
504.87 feet to o r iron rod found;
92.89 feet to a J$" iron rod found;
72.25 feet to a r Iron rod found;
THEN crossing the said 580.31 Acre Tract the following ten courses:
07/26/2006 13:37 8360897
PAGE 03
1. 56670'58"E a distance of 2Z16 feet to a r iron rod found;
2. N -2430'15"E. a distance of 56242 feet to o 14" iron rod found;
3. M3057'0011 a distance of 979.25 feet to o J " iron rod found;
4. M78'49'38"E. a distance of 368.02 feet to a j¢" iron rod found;
5. N.25 46'23"E. a distance of 122.35 feet to a i" iron rod found;
6. N.4224'52"W. a distance of 297.43 feet to a 1r iron rod found:
7. N.3277'30"W. a distance of 341.89 feet to a )f" Iron rod found:
8. N.66'40'42"W. a distance of 28.75 feet to a J" iron rod found::
9_ N.2745'28'E a distance of 639.25 feet to a r iron rod found;
10. N.22V8'39"W. a distance of 430.40 feet to o )" iron rod found in the North Line of the sold
580.31 Acre Tract;
THENCE along the said North Line of the 580.31 Acre Tract the following two courses:
1. N.7016'50"E. a distance of 1313.29 feet to a r iron rod found;
2. N.71'49'48 E. a 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 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
Wrlllamson County, Texas;
THENCE S1970'19"E., along the East Line of the 580.31 Acre Tract and the West Line of the said Piot
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 1f' 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
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 a chord bearing 5.0078'08"W., 300.09 feet) to a iron
rod found.
2. 5.1970'32 E a distance of 1105.74 feet to a r iron rod set and to a point of curvature of a
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 £01'49'28"E. 447.34 feet)
to a r iron rod found;
4. $15'31'36"W. a distance of 521,95 feet to a %" iron rod found for the Southwest Corner of the
said Right-of-way described in Document No. 1999852263, the Northwest Corner 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 Comer 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. 51529'56"W. o distance of 76515 feet to a 3" iron rod set and to a point of curvature of a
curve to the left;
2. Southerly. along the arc of said curve to the left a distance of 79.12 feet, (said curve having o
radius of 855.00 feet, a central angle of 0578'08 ; and a chord bearing S 12'50'52"W.., 79.09 feet) to
a iron rod set for the Northeast Comer of Lot 49, Block A, Behrens Ranch Phase A, according to
the plat thereof recorded in Cabinet S. Slides 302 and 303 of the Plat Records of Williamson County,
Texas
07/26/2006 13:37 8360897
:.0
PAGE 04
THENCE N.1957.041W., along the Northeasterly Line of Lots 1 and 49, Block A, a distance of 178.57
feet to a ;6" iron rod found for the Most Northerly Corner of said
Lot 1;
THENCE along the Northerly and Westerly Lines of the said Plot of Behrens Ranch Phase A the
following 15 courses:
1. 5557072"W. a distance of 202.14 feet to a rock pillar, from which
bears N.0054'40"W.. 0.58 feet;
2. 5.69778'56"W. a distance of 113.82 feet to a M" iron rod found;
.1 583'46'30"W. a distance
4. N.8377'01 "W. a distance
5. N.7135'37"W. a distance
6. N.59 59'23 "W. a distance
Z N.4747'55"W. a distance
8. N.3472'22"W. a distance
9. N.1828'04"W. a distance
10. N.16V3'23"W. a distance
11. S.8053'48"% a distance
12. S.52130'09"W. a distance
13 S172774111. o distance
14. 3.2976'03V. a distance
15. S.2ob1'27"E. a distance
Highway No. 3406,
of 106.05 feet to 3 " iron rod found;
of 88.61 feet to a ," iron rod found;
of 87.31 feet to a) " iron rod found;
of 87.31 feet to a r iron rod found;
of 96.12 feet to a r iron rod found;
of 108.30 feet to a J " iron rod found;
of 186.75 feet to a , " iron rod found:
of 4807 feet to o F Iron rod found;
of 402.47 feet to a fence comer,
of 180.00 feet to a fence corner,
of 700.00 feet to a j¢" iron rod found;
of 660.00 feet to a J ' iron rod found;
of 74.34 feet to a %" iron rod set in the North Line of F. M.
the same being the South Line of the sold 580.31 Acre Tract
point a J N iron rod found
THENCE along the South Line of the 580.31 Acre Tract and the North Line of F. Id. Highway No. 3406
the following five courses:
1. 56958:33"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, o distance of 84272 feet (said curve having o radius of
1372.40 feet, o central angle of 3570'56" and a chord bearing £8733'06'W.., 829.54 feet) to a
concrete monument found;
3.
N.7453'501W. a distance of 6Z25 feet to a concrete monument found and to o point on a
non -tangent curve to the right;
4. Westerly along the arc of said curve, a distance of 336.81 feet (said curve having a radius of
2804.79 feet, a central angle of 0652'49" and a chord bearing N.7123'43"W., 336.61 feet) to a
concrete monument found;
5. N_68170'19"W. a distance of 181.97 feet to a ir iron rod set;
THENCE crossing the said 580.31 Acre Tract the following six courses:
1.
N.2159141"E. a distance of 41.85 feet to a je Iron rod set;
2. N.4929'06"E a distance of 31.21 feet to a 5f iron rod set;
3. N.1775'39"E. a distance of 50.00 feet to a r Iran rod set;
4. N.72'44'21 "W. a distance of 90.00 feet to a r iron rod set:
5. N.27.44'21 "W. a distance of 54.00 feet to a J " iron rod set;
6. N.72'53'49"W. a distance of 65.31 feet to the said Paint of Beginning.
Containing 226.03 acres, more or less
RECORDEIS MEMORANDUM
Allif-pat46-016C40,1 on this page irisni
clearly legible for satisfactory recorrlatiort.
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RESOLUTION NO.
RESOLUTION OF THE AMENITIES ADVISORY COMMITTEE OF BEHRENS
RANCH MASTER ASSOCIATION, INC. APPROVING THE DECLARATION OF
RESTRICTIVE COVENANTS FOR BEHRENS RANCH PARK
WHEREAS, the Behrens Ranch Master Association, Inc. (the "HOA") is the duly
created and authorized home owners association for the Behrens Ranch Subdivision located in
Round Rock, Williamson County, Texas;
WHEREAS, the HOA has duly created the Amenities Advisory Committee (the
"Committee") to oversee aspects of the amenities associated with the Behrens Ranch
Subdivision; and,
WHEREAS, in the settlement agreement for the lawsuit filed in 353rd Judicial District
Court of Travis County, Texas as John J. and Debbie Shine et al. v. Behrens Subdivision, Ltd.
et al. , Cause No. GN 300609, effective December 17, 2004 (the "Settlement"), the
Committee is designated as a party whose approval is required for the dedication of a certain
tract of land consisting of 240.37 acres, and described by metes and bounds in Exhibit "A",
and identified as the "Green Belt Tract" in the Settlement ("Behrens Ranch Park"), by the
owner of Behrens Ranch Park to the City of Round Rock, Texas, a Texas home rule
municipality (the "City"); and,
WHEREAS, the City has prepared a Declaration of Restrictive Covenants, attached as
Exhibit "B" (the "Declaration") imposing restrictions pertaining to the development of
Behrens Ranch Park that meets the conditions imposed by the Settlement;
WHEREAS, the Committee has reviewed the Declaration;
NOW, THEREFORE, BE IT RESOLVED BY THE AMENITIES ADVISORY
COMMITTEE OF THE BEHRENS RANCH MASTER ASSOCIATION, INC., THAT:
SECTION 1. The facts and recitations in the preamble of this Resolution are hereby
found and declared to be true and correct, and are incorporated by reference herein and
expressly made a part hereof, as if copied verbatim.
SECTION 2. The Committee hereby approves of all terms in the Declaration.
RESOLVED this, the /5 Day of \ t'/\ , 2009.
By:
William Orange
Chairman, of the Behrens Ranch Master
Association, Inc. Amenities Advisory
Committee
3
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
I, the undersigned officer of the Amenities Advisory Committee of the Behrens Ranch
Master Association, Inc., hereby certify as follows:
1. The Amenities Advisory Committee of the Behrens Ranch Master Association,
Inc.�convened in a regular meeting on 7,1/4%,,......v 1 Li , 2009 held
at 4,,,,,4 re. e lk Texas, and the roll was called of the duly' constituted officers and
members of the Committee, to -wit:
William Orange
Larry Yawn
Gregg Miller
Eric Pav
and all of said persons were present, except Simon Hemby, thus constituting a quorum.
Whereupon, among other business, the following was transacted at the meeting: a written
RESOLUTION OF THE AMENITIES ADVISORY COMMITTEE OF BEHRENS
RANCH MASTER ASSOCIATION, INC. APPROVING THE DECLARATION OF
RESTRICTIVE COVENANTS FOR BEHRENS RANCH PARK
was introduced for the consideration of the Committee. It was then duly moved and seconded
that the Resolution be adopted; and, after due discussion, the motion, carrying with it the
adoption of the Resolution, prevailed and carried by the following vote:
AYES:
NOES:
ABSTENTIONS:
4
2. That a true, full and correct copy of the aforesaid Resolution adopted at the
meeting described in the above and foregoing paragraph is attached to and follows this
certificate; that the Resolution has been duly recorded in the Committee's minutes of the
meeting; that the persons named in the above and foregoing paragraph are the duly chosen,
qualified and acting officers and members of the Committee as indicated therein; that each of
the officers and members of the Committee were duly and sufficiently notified officially and
personally, in advance, of the time, place and purpose of the aforesaid meeting, and each of
the officers and members consented, in advance, to the holding of the meeting; that the
meeting was open to the public as required by law and the bylaws of the Behrens Ranch
Master Association, Inc.; and that public notice of the time, place and subject of the meeting
was given as required by applicable Texas law and the bylaws of the Behrens Ranch Master
Association, Inc.
151719.doc/jmr
a
SIGNED AND SEALED on this ZSR+ day of , 2009.
r--/`
4 ate'..._ek cp.:L
a. ed `mo..%„�
- —FK -78‘A
v
Chairma enities Advisory Committee
FILED AND RECORDED
OFFICIAL PUBLIC RECORDS 2009023681
04/07/2009 04:17 PM
CDEIBLER $60.00
NANCY E. RISTER, COUNTY CLERK
WILLIAMSON COUNTY, TEXAS
ASSIGNMENT OF ASSESSMENTS FOR BEHRENS RANCH PUBLIC
IMPROVEMENT DISTRICT
This Assignment of Assessments for Behrens Ranch Public Improvement District (this
"Assignment") is made to be effective the date set forth below by and between the CITY
OF ROUND ROCK, TEXAS, a Texas home -rule municipality in Williamson County,
Texas (the "City"), BEHRENS SUBDIVISION, LTD., a Texas limited partnership
("Behrens"), and BEHRENS SUBDIVISION N.G., LTD., a Texas limited partnership,
("Behrens N.G.") (collectively, the "Developers").
RECITALS
WHEREAS, the City and Behrens 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 Development Agreement provided that the City would reimburse
Behrens for the costs of public improvements for the Project (the "Improvements") paid
for by Behrens with funds received by the City through the issuance and sale of bonds
associated with the Behrens Ranch Public Improvement District ("PID"); and
WHEREAS, the City adopted Ordinance G -1-02-08-8A9, February 8, 2001
establishing the Behrens Ranch Public Improvement District Assessment/Service Plan
(the "Assessment Plan"); and
WHEREAS, the City consented to the assignment of Behrens's rights under the
Development Agreement and the Assessment Plan to Behrens N.G. in connection with a
proposed refinance of the Project (the "Refinance"); and
WHEREAS, the Refinance never occurred and Behrens retained all its ownership
of benefits in the PID; and
WHEREAS, the City's ability under the Development Agreement to issue bonds
and to reimburse Behrens 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, Behrens, in order to secure the payment of indebtedness to Compass
Bank evidenced by the Security Agreement — Pledge dated July 13, 2007 (the "Security
Agreement"), granted a security interest in, mortgaged, and assigned, all of Behrens's
rights and interests in and to the reimbursements under the Development Agreement and
the Assessment Plan; and
153465.doc/jmr
1
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, Behrens agreed to convey an undeveloped tract of
land (the "Open -Space Tract"), to the City under certain terms and conditions; and
WHEREAS, to provide for the reimbursement of costs incurred by Behrens for
the construction of the Improvements, and to provide for the conveyance of the Open -
Space Tract to the City, Behrens N.G. and the City executed the First Amendment to
Development Agreement, dated January 8, 2009, (the "Amendment") amending 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 and to provide that
Behrens N.G. shall assign its rights and interest in and to all future PID assessment
revenues to the City, and to set forth certain other agreements and understandings
between them; and
WHEREAS, the City has placed funds payable to Compass Bank equal to the
amount of remaining debt secured by the Security Agreement into escrow with
Georgetown Title Company, subject to release of all rights held by Compass Bank under
the Security Agreement; and
WHEREAS, Compass Bank has released all of its rights and interests in and to all
future PID assessment revenues under the Security Agreement by executing the Release
of Security Agreement — Pledge, dated , 2009 (the "Release");
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
are hereby acknowledged, the City and Behrens hereby agree as follows:
ARTICLE I
In consideration of the City's remittance of the Payment, as defined in the
Amendment, the Developers hereby grant to the City the Developers' interest in, and
assign, transfer, deliver, pledge, set over and confirm to the City all of the Developers'
remedies, powers, privileges, rights, titles and interests (including all power of the
Developers, if any, to pass greater title than they have themselves) of every kind and
character now owned or hereafter acquired, created or arising (whether as a member,
manager or otherwise) in and to the following, which shall be collectively referred to
herein as the "Assigned Properties":
(a) all reimbursements and other payments of any kind or type now or
hereafter owing or paid for any reason to the Developers by Behrens Ranch Public
Improvement District (the "District") or the City as a result of public improvements
(including water, wastewater, irrigation, road and drainage facilities, to include Wyoming
Springs Drive, an arterial roadway, and an approximate 26 acre drainage channel) made
2
by the Developers within or for the benefit of the "Behrens Ranch Subdivision" in
Williamson County, Texas, including without limitation, all amounts now or hereafter
owing or paid to the Developers under the Development Agreement and the Assessment
Plan;
(b) all rights and claims to any of the forgoing, and all products and proceeds
of any of the foregoing together with all accounts, receivables, instruments, notes, books,
records, contract rights and general intangibles arising in connection with any of the
foregoing.
ARTICLE II
The Developers hereby authorize and direct the District to pay over to the City, its
officers, agents or assigns, upon demand by the City, all or any part of the PID
assessments. The Developers hereby agree to indemnify the District and hold the District
harmless from all expenses and losses which the District may incur or suffer as a result of
any payment the District makes to the City pursuant to this paragraph.
ARTICLE III
The Developers warrant that there are no claims, assignments or other
encumbrances against the assessments levied under the Assessment Plan, other than an
assignment of such assessments to Compass Bank.
ARTICLE IV
Behrens N.G. joins in and executes this Assignment for the purpose of: 1.)
ensuring that all of its interests, if any, in the Assigned Properties are properly conveyed
to Assignee; and 2.) assigning its rights and obligations under the Amendment to
Behrens.
EXECUTED as of the V , day of February, 2009.
BEHRENS SUBDIVISION N.G., LTD.
A Texas Limited Partnership
By: Meredith Gressett, Inc.
A Texas Corporation,
its General Partner
es W. Meredith, President
3
STATE OF TEXAS
COUNTY OF 10M,
BEFORE ME, the undersigned, a notary public in and for said county and state,
on this day personally appeared James W. Meredith, President of Meredith Gressett, Inc.,
a Texas Corporation, as General Partner, and on behalf, of Behrens Subdivision N.G.,
Ltd., a Texas limited partnership, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the
same for the purpose, consideration and in the capacity therein expressed.
Given under my hand and seal of office on this the
(#4"'"
, 2009.
,‘01119.1 11UI�����i
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4
day of
OTARY PUBLIC in and
for the State of Texas
BEHRENS SUBDIVISION, LTD.
A Texas Limited Partnership
By: Meredith Gressett, Inc.
A Texas Corporation,
its General Partner
By: C,
--/e/
ecl c, C
Jes W. Meredith, President
STATE OF TEXAS
COUNTY OF !¢(45
BEFORE ME, the undersigned, a notary public in and for said county and state,
on this day personally appeared James W. Meredith, President of Meredith Gressett, Inc.,
a Texas Corporation, as General Partner, and on behalf, of Behrens Subdivision, Ltd., a
Texas limited partnership, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the purpose,
consideration and in the capacity therein expressed.
Given under my hand and seal of office on this the
1,�/t�(r► , 2009.
5
zAzz
day of
NOTARY PUBLIC
for the State of Texas
in and