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Contract - Employee-Owned Companies, Inc. - 5/10/2018
STATE OF TEXAS § DEVELOPMENT § AGREEMENT COUNTY OF WILLIAMSON § This is a DEVELOPMENT AGREEMENT (the "Agreement") by and between THE CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipal corporation ("City") and EMPLOYEE-OWNED COMPANIES, INC., a Texas corporation ("Owner", whether one or more) (collectively,the "Parties"). WHEREAS, Owner owns two separate but abutting tracts of land located within the City's exterritorial jurisdiction ("ETJ") which consists of (i) a 3.82 acre tract ("Bobcat Tract") and (ii) a 3.89 acre tract ("Vermeer Tract"), each more particularly described in Exhibit"A" and"B"respectively, attached hereto (the "Properties"); WHEREAS, the Owner has completed the construction of a building and related improvements on the Vermeer Tract (the "Vermeer Facility") and desires to construct a construction equipment sales, service and rental facility (the "Bobcat Facility") on the Bobcat Tract as generally shown on the Concept Plan attached hereto as Exhibit "C", which shows the general configuration of the Bobcat Facility (subjected to change as provided herein); WHEREAS, the City holds a Certificate of Convenience and Necessity for water service and a Certificate of Convenience and Necessity for sewer service issued by the Texas Commission on Environmental Quality (the "TCEQ") or a predecessor agency, recognizing the City's right to provide retail water and sewer service to the Properties and the City shall be the exclusive retail provider of water and wastewater service to the Properties; WHEREAS, the Owner consents to and shall request annexation of the Properties into the corporate boundaries of the City, subject to the conditions stated herein; WHEREAS, the Parties desire to establish certain restrictions and commitments to be imposed and made in connection with the development of the Properties; to provide increased certainty to the City and Owner concerning development rights, entitlements, arrangements, and commitments, including the obligations and duties of the Owner and the City, for a period of years; and to identify planned land uses and permitted intensity of development of the Properties before and after annexation as provided in this Agreement, which is promulgated under the City Charter of the City ("City Charter"), and state law, including, but not limited to, Section 212.172, Texas Local Government Code; and, WHEREAS, the Owner and the City acknowledge that this Agreement is binding upon ��20 Is -6124 the City and the Owner and their respective successors and assigns, and is to be recorded in the Official Records of Williamson County,Texas. NOW THEREFORE, for and in consideration of the promises and the mutual agreements set forth herein, the City and Owner hereby agree as follows: A. PURPOSE The purpose of this Agreement is to provide for the development and annexation of the Properties, subject to conditions as stated herein. B. DEVELOPMENT 1. The Parties agree that in consideration of the mutual promises stated herein, that the Properties will be developed in accordance with the following conditions. The City agrees that the Properties will not be annexed by the City until the Bobcat Facility is completed: (a) Construction of the Bobcat Facility will be completed and the front fagade of building structure on the Bobcat Tract shall be constructed with one hundred percent (100%) masonry, as defined in Section 46-5 of the City's Code of Ordinances (the "Code"); (b) Landscaping shall be installed in the front yard (along the Interstate 45 frontage) of the Bobcat Tract pursuant to City's landscaping requirements as provided in the Code; (c) New equipment for sale may be displayed outside in front of the building on the Bobcat Tract along the Interstate 45 frontage, as indicated on the Concept Plan, in a neat and orderly fashion; (d) The Bobcat Facility shall be developed in a configuration that screens the service bays near the rear of the Bobcat Facility from public view. The configuration of the structures, as shown in the Concept Plan, is such that the main building obscures the west side view of the service bays and the retaining wall along the east property line of the Bobcat Tract obscures the east side view of the service bays. A retaining wall with landscaping shall also be constructed along the Roundville Lane frontage of the Bobcat Tract. In the event that the improvements shown on the Concept Plan do not adequately screen the service bays from public view, wing walls shall be constructed as necessary on either side of the front fagade to obscure view of the service bays; and (e) The Owner agrees to obtain written approval from the City prior to the installation of any public infrastructure servicing the Bobcat Tract. The submittal of plans for such public infrastructure in connection with the Bobcat Tract, if any, will be in the form of subdivision improvement plans. 2. The City agrees, prior to annexation, to provide and continue to provide water and wastewater services to the Properties, and the Owner agrees to pay for all services, at the "in-city" rates authorized by the Code, as amended from time to time, and established pursuant to Chapter 395, Texas Local Government Code. The City will provide water and wastewater service to the Properties on the same terms and conditions as such services are provided to similarly situated properties within the City. Water and wastewater impact fees for the Bobcat Tract will be due at time of connection. The City will extend and stub out wastewater service to the Bobcat Tract and the Vermeer Tract pursuant to the City's improvements to Roundville Lane, currently under construction. After the City's completion of such improvements, there will be no additional improvements required for the Properties to connect to such wastewater service, other than the internal improvements on the Properties that are required for the actual connection to wastewater. The City and Owner agree and acknowledge that water service is available with service lines abutting the perimeter of both Properties and that there will be no additional improvements required for the Properties to connect to such water service, other than the internal improvements on the Properties that are required for the actual connection to water. Impact fees for water and wastewater will be paid at the time that such service is provided by the City. 3. The Owner shall plan, plat, build-out and complete development of the Bobcat Facility in compliance with the Applicable Regulations and this Agreement. "Applicable Regulations" means and includes the federal, state, and local laws, rules and regulations, including, but not limited to, environmental regulations, as they exist from time to time, that are applicable to the development of the Bobcat Tract, and the City Rules, as modified by this Agreement, subject to the provisions of Section B.4., below. The "City Rules" are the City's ordinances and duly adopted regulations in effect and applicable to the Properties on the Effective Date, portions of which may be amended from time to time as authorized by Chapter 245, Texas Local Government Code. It is acknowledged that the City Rules that shall be applicable to the construction of the Bobcat Facility as they exist on the Effective Date are those which pertain to projects in the City's ETJ, except as expanded under Section B.1(a), (b), (c), and (d) of this Agreement and that a site development permit and building permit shall not be required for the development of the Bobcat Facility. 4. This Agreement, constitutes a "Permit", under Chapter 245, Texas Local Government Code, pertaining to the subdivision and development of the Bobcat Tract, and initiates the subdivision and development permit process for the Bobcat Tract. However, the previously developed Vermeer Tract completed in compliance with all applicable approvals is considered a separate "Project" under Chapter 245, Texas Local Government Code and is not deemed abandoned and void. The Vermeer Tract has rights under Chapter 245, Texas Local Government Code, as established by the first permit in the development of the Vermeer Tract. Subject to the terms and conditions of this Agreement, the City confirms, acknowledges and agrees that Owner has vested authority to develop the Properties in accordance with the City Rules, as modified by this Agreement, notwithstanding subsequently adopted ordinances, rules or regulations, or changes or modifications to the City's ordinances, rules and regulations which will only be applicable to the extent allowed by Chapter 245, Texas Local Government Code (the "Vested Rights"). If there is any conflict between the Applicable Regulations and the terms of this Agreement,the terms of this Agreement will control. 5. The Concept Plan provides a conceptual depiction of the layout of the improvements on the Properties. The layout as shown on the Concept Plan is for informational purposes only and is subject to change. C. ANNEXATION 1. Owner consents to annexation of the Properties after construction of the Bobcat Facility is completed in accordance with the conditions listed in Section B.1 at a time determined by the City in accordance with the City's established long-range planning. The Owner shall submit a petition for voluntary annexation no later than sixty (60) days from the City's notification to the Owner of a desire to annex, such notification not to occur prior to the completion of the Bobcat Facility. The Properties will be annexed into the corporate limits of the City in accordance with the provisions of this Agreement, subject to the discretion of the City Council and in compliance with the applicable notice and hearing requirements. Owner requests annexation and zoning of the Properties within one-hundred twenty (120) days after submission of the voluntary annexation petition. 2. The Parties agree that upon annexation of the Properties by the City, the City shall, within thirty (30) days of the effective date of the annexation, initiate an initial zoning of the Properties as a Planned Unit Development ("PUD"). No fees shall be owing regarding said zoning. The base zoning classification of the PUD shall be Industrial ("I") and shall specifically provide any and all waivers and variances from Code necessary to allow any use,building or structure or site improvements existing on the Properties at the time of annexation to continue after annexation and be considered legal conforming uses of the Properties under the PUD. Under the PUD both Properties shall have the right to display new equipment for sale in front of the building of such tracts along the Interstate 45 frontage. The City agrees and acknowledges that the development of the Properties in accordance with the terms and conditions of this Agreement is beneficial to the City and that the PUD zoning for the Properties will satisfy any superiority requirements for PUD zoning since the Owner has agreed to develop the Properties in accordance with the standards in Section B.1(a), (b), (c), and (d) of this Agreement,which would not otherwise apply to development in the ETJ. 3. The Owner acknowledges that if Owner or any successor or assign violates any condition of this Agreement, then in addition to the City's other remedies, such act will constitute a petition for voluntary annexation by the Owner, and the Properties will be subject to annexation at the direction of the City Council. The Owner and any successors or assigns agree that such annexation shall be voluntary and the Owner hereby consents to such annexation as though a petition for such annexation had been tendered by the Owner, her successors or assigns. D. MISCELLANEOUS PROVISIONS 1. Actions Performable. The City and the Owner agree that all actions to be performed under this Agreement are performable in Williamson County,Texas. 2. Governing Law. The City and Owner agree that this Agreement has been made under the laws of the State of Texas in effect on this date, and that any interpretation of this Agreement at a future date shall be made under the laws of the State of Texas. 3. Severability. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. 4. Complete Agreement. This Agreement represents a complete agreement of the parties and supersedes all prior written and oral matters related to this agreement. Any amendment to this Agreement must be in writing and signed by all parties. This Agreement runs with the land and shall bind the Properties for a term of fifteen (15) years,unless amended by the parties. 5. Exhibits. All exhibits attached to this Agreement are incorporated by reference and expressly made part of this Agreement as if copied verbatim. 6. Notice. All notices, requests or other communications required or permitted by this Agreement shall be in writing and shall be sent by (i) telecopy, with the original delivered by hand or overnight carrier, (ii)by overnight courier or hand delivery, or (iii) certified mail, postage prepaid, return receipt requested, and addressed to the parties at the following addresses: City of Round Rock Owner City Manager Employee Owned Companies,Inc. 221 East Main Street Attn:Darren Tallman Round Rock, Texas 78664 3025 State Highway 161 Williamson County Irving, Texas 75062 Phone: (512)218-5401 Phone: (972)255-3500 7. Force Majeure. Owner and the City agree that the obligations of each party shall be subject to force majeure events such as natural calamity, fire or strike or inclement weather. 8. Conveyance of Properties. Developer's rights and obligations under this Agreement may be assigned by Developer to one (1) or more purchasers of all or part of the Properties. Any person who sells or conveys any portion of the Properties shall, prior to such sale or conveyance, give written notice of this Agreement to the prospective purchaser or grantee, and shall give written notice of the sale or conveyance to the City. 9. Continuity. This Agreement shall run with the Properties and be binding on all successors and grantees of Owner. 10. Signature Warranty Clause. The signatories to this Agreement represent and warrant that they have the authority to execute this Agreement on behalf of the City and Owner, respectively. (signatures on following pages) SIGNED as of this.� da "� y of 2018 ("Effective Date"). CITY OF ROUND ROCK,TEXAS CRAIG ORG ,Mayor City o Round ock,Texas ATTEST: `-OffA& SARA L. WHITE, City Clerk THE STATE OF TEXAS } COUNTY OF WILLIAMSON } This instrument was acknowledged before me on the O day of 2018, by Craig Morgan, as Mayor and on behalf of the City of Round Rock,Texas. X0%%j11I1111111 Notary Pu c, tate of T xas • n : 2 - Printed Name: C� ��91E OF My Commission Expires. 01/C) PIR 09-09.20`�````�o� OWNER By: THE STATE OF TEXAS } COUNTY OF r } This instrument was acknowledged before me on the�day of A71 t 2018, otary k4lic,State of Te as ! JENNIFER MILES KELLEY Printed Name: j Notary ID#125249792. My Commission Expires: My Commission Expires oF.�*�` August 27,2018 After recording, return this document to: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas 78664 EXHIBIT A Bobcat Tract Exhibit"A" FiELif NOTES FOR 5,82 AOR-ES OF LAUD OUT 8Fs7EiE tFCAN H.PNT SURVEY,,ABSTRACT tNILLiM60N COUNtY 7'E)(A.S,, BANG A 00:ACRE TRACT_ CONVEYED T0, MC PARTNERSHIP 8Y t]EEE? kCORDED IN BOOK 2335; 'PACE 260, 1'LLIAM, O(V_GDUNIY bFF.ICTAL P6BL16 nEGbRDS4 SAVE ANU ExCEfri'A 1.181 ACRE TRACT �PM&L 203} CONVEYED:TO S.TAtt©F4 T '( BY pEEO RECORDED IN, b=MENT NO;:. 2003051695, SAID'3.82 ACRS 8ETNG,DESCRIBED By NIECES AND BOUtJDS AS FbL.OWS:' BEGINNING 'at 4.1/2!'• steel ,pin found at.the'.soutfrnest corner of said S..00 acres, -also the southeast, corner of a 5.D11 nacre iriot conveyed to Vert�eer Equipment of Texas 'Inc_ .by;.de..ad recordsd.:in,Document f10 2Q10066248, Williamson:County-Offiicial t'ubLTc.FI`enords "{�MCOPR), being also The. n the. north'rinht-of-rs�ay (E30YY} .line .of Roundvjlle Lane,s"for ilii soutF*z t corner.hereof THENCE N18°15-2811 559•. 6 feet.•witb t"he manual line,cf said.S BD acres.and 5(,11'i acres, generally fol fence, ta'a,tea' steel pin found gtith 'a' broken caP at the southwest porrer of said 1.181 goes, Por the nor.t lest corner pereof. THENCE with The south line of said 1.181 acres these 2:courses: i} Nr i'40'01"E 242.91 fieSt.u�atii the south line Of said 1.-181 acr,es to a;TXDOT tin ass disc f' 'd a.n ggncrete #or arap.; 2) N70°43'S0"E 78.01 feet to a ' ;steel pin;with' cap found at the sautheasti._Corner of said,1 181 acres, also the ngrthwest corner o, a,1,911 acre tract'convsjred."to Daugheniy Famz7.y, Registered Limited. L ebslzty.,Partnership r1 .for the nobtheast corner. hereof; THENCE S78°02127"£ 4424.61 feet with the east.line of .said &00 acres-, generally f6jlc,Wing a fence, Ada. � steel Peri:found'at,-the,soUttn��est corner of a7:1,.60 acre' tract"conveyed to Texas-arid fharia Flan ken by%de=ed recorded in 6ogk 1590, page 309, WrsdPR saidpin also.. ben ror4 R(A line of Roundville Lane, for the southeast cQrr4rhgre'of THENCE Vritti-ftie ,north' RO lane o; Roundv lle Lane ancF sDirCti; 4line of saki acres, generallyfollowing a fence, these 2 cou(-Ges: 1} S27°2r}'3tl"!158.01 feet to a steel pin found tor• angle, 2� S56`$4.12"11F 207.114 feet to the P61NT OF BEGIIJNING, containing .3'.82 acres ,of' .land, more rare less. EXHIBIT B Vermeer Tract Field Notes for 3.892 acres, more or less, out of the Memucan Hunt Survey, Abstract No. 314, Williamson County, Texas, being that 5.011 acre tract recorded in Document No. 9824283, Williamson County Official Public Records (WCOPR), SAVE AND EXCEPT that 1.106 acre tract conveyed to the State of Texas by Deed Recorded in Document No. 2003065330, WCOPR, said 3.892 acres being described by metes and bounds as follows: Beginning at a 1/2" steel pin found at the southeast corner of said 5.011 acres and the southwest corner of a 5.00 acre tract recorded in Book 2335, Page 260, WCOPR, in the north ROW line of Roundville Lane, for the southeast corner hereof, THENCE S 66 degrees 18 minutes 25 seconds W 301.80 feet with the south line of said 5.011 acres and the north ROW line of Roundville Lane to a computed point for the southwest corner of said 5.011 acres and the southeast corner of Lot 1, TXU Substation Subdivision, as recorded in Cabinet T, Slide 98 of the Williamson County Plat Records, for the southwest corner hereof; THENCE N 18 degrees 11 minutes 56 seconds W 576.59 feet with the east line of said Lot 1, passing at 0.85 feet a 1/2" steel pin found, to a mag nail set in a steel lid on a 4'x6' vault on the south ROW of State Highway 45, as described in Document No. 2003065330, WCOPR, for the southwest corner hereof; THENCE, with the south ROW of State Highway 45 the following two courses: 1) N 69 degrees 22 minutes 12 seconds E 85.40 feet to a 1/2" steel pin set with orange cap for angle, 2) N 71 degrees 46 minutes 01 seconds E 214.05 feet to a 1/2" steel pin set with orange cap for the northeast corner hereof, THENCE S 18 degrees 18 minutes 25 seconds E 551.45 feet with the west line of said 5.00 acres and east line of said 5.011 acres to the POINT OF BEGINNING, containing 3.892 acres of land, more or less. Bearing basis is the west line of said 5.011 acre tract. EXHIBIT C Concept Plan .. e t , Y r �•i , �'• � may. �/{ �c f la ESQ$ ~° — 3 _.. rk _Y�� I,? l�I'�J�'\ .�•I'��"i� I V,%/s'E�/ `, `y ,.f � •IN�IIKAW° � j. ,bio i � ' I ,.,�\ ..u.s.a.,.vrt ��" `'�M1 I Y. �g,.. � ��t\\\ �°� •//J/�a � f' _�O C i a t .,� � ! '.fes.,• �,.. �' R �,•� -/ '' � � � I//it � I / I ar_n/rrt�,nna. 9 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-347932 Employee Owned Companies Irving,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/02/2018 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bobcat Development Development Agreement Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION Darren Tallman 10-31-1972 My name is and my date of birth is My address is 2304 Bronco Blvd Carrollton TX 75010 USA , (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Dallas County, State of TX on the 10 day of May 2018 (month) (year) r'7 •��'��r� +•r/ r yam' Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523 CERTIFICATE OF INTERESTED PARTIES FORM 1Z9rJ 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-347932 Employee Owned Companies Irving,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/02/2018 being filed. City of Round Rock Date Acknowledged: 05/10/2018 g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bobcat Development Development Agreement Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523 ELECTRONICALLY RECORDED 2018041538 Williamson County, Texas Total Pages: 14 STATE OF TEXAS § DEVELOPMENT § AGREEMENT COUNTY OF WILLIAMSON § This is a DEVELOPMENT AGREEMENT (the "Agreement") by and between THE CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipal corporation ("City") and EMPLOYEE-OWNED COMPANIES, INC., a Texas corporation ("Owner", whether one or more) (collectively, the "Parties"). WHEREAS, Owner owns two separate but abutting tracts of land located within the City's exterritorial jurisdiction ("ETJ") which consists of (i) a 3.82 acre tract ("Bobcat Tract") and (ii) a 3.89 acre tract ("Vermeer Tract"), each more particularly described in Exhibit"A" and"B"respectively, attached hereto (the "Properties"); WHEREAS, the Owner has completed the construction of a building and related improvements on the Vermeer Tract (the "Vermeer Facility") and desires to construct a construction equipment sales, service and rental facility (the "Bobcat Facility") on the Bobcat Tract as generally shown on the Concept Plan attached hereto as Exhibit "C", which shows the general configuration of the Bobcat Facility (subjected to change as provided herein); WHEREAS, the City holds a Certificate of Convenience and Necessity for water service and a Certificate of Convenience and Necessity for sewer service issued by the Texas Commission on Environmental Quality (the "TCEQ") or a predecessor agency, recognizing the City's right to provide retail water and sewer service to the Properties and the City shall be the exclusive retail provider of water and wastewater service to the Properties; WHEREAS, the Owner consents to and shall request annexation of the Properties into the corporate boundaries of the City, subject to the conditions stated herein; WHEREAS, the Parties desire to establish certain restrictions and commitments to be imposed and made in connection with the development of the Properties; to provide increased certainty to the City and Owner concerning development rights, entitlements, arrangements, and commitments, including the obligations and duties of the Owner and the City, for a period of years; and to identify planned land uses and permitted intensity of development of the Properties before and after annexation as provided in this Agreement, which is promulgated under the City Charter of the City ("City Charter"), and state law, including, but not limited to, Section 212.172, Texas Local Government Code; and, WHEREAS, the Owner and the City acknowledge that this Agreement is binding upon 2018041538 Page 2 of 14 the City and the Owner and their respective successors and assigns, and is to be recorded in the Official Records of Williamson County,Texas. NOW THEREFORE, for and in consideration of the promises and the mutual agreements set forth herein, the City and Owner hereby agree as follows: A. PURPOSE The purpose of this Agreement is to provide for the development and annexation of the Properties, subject to conditions as stated herein. B. DEVELOPMENT 1. The Parties agree that in consideration of the mutual promises stated herein, that the Properties will be developed in accordance with the following conditions. The City agrees that the Properties will not be annexed by the City until the Bobcat Facility is completed: (a) Construction of the Bobcat Facility will be completed and the front facade of building structure on the Bobcat Tract shall be constructed with one hundred percent (100%) masonry, as defined in Section 46-5 of the City's Code of Ordinances (the "Code"); (b) Landscaping shall be installed in the front yard (along the Interstate 45 frontage) of the Bobcat Tract pursuant to City's landscaping requirements as provided in the Code; (c) New equipment for sale may be displayed outside in front of the building on the Bobcat Tract along the Interstate 45 frontage, as indicated on the Concept Plan, in a neat and orderly fashion; (d) The Bobcat Facility shall be developed in a configuration that screens the service bays near the rear of the Bobcat Facility from public view. The configuration of the structures, as shown in the Concept Plan, is such that the main building obscures the west side view of the service bays and the retaining wall along the east property line of the Bobcat Tract obscures the east side view of the service bays. A retaining wall with landscaping shall also be constructed along the Roundville Lane frontage of the Bobcat Tract. In the event that the improvements shown on the Concept Plan do not adequately screen the service bays from public view, wing walls shall be constructed as necessary on either side of the front facade to obscure view of the service bays; and (e) The Owner agrees to obtain written approval from the City prior to the installation of any public infrastructure servicing the Bobcat Tract. The submittal of plans for such public infrastructure in connection with the Bobcat Tract, if any, will be in the form of subdivision improvement plans. 2018041538 Page 3 of 14 2. The City agrees, prior to annexation, to provide and continue to provide water and wastewater services to the Properties, and the Owner agrees to pay for all services, at the "in-city" rates authorized by the Code, as amended from time to time, and established pursuant to Chapter 395, Texas Local Government Code. The City will provide water and wastewater service to the Properties on the same terms and conditions as such services are provided to similarly situated properties within the City. Water and wastewater impact fees for the Bobcat Tract will be due at time of connection. The City will extend and stub out wastewater service to the Bobcat Tract and the Vermeer Tract pursuant to the City's improvements to Roundville Lane, currently under construction. After the City's completion of such improvements, there will be no additional improvements required for the Properties to connect to such wastewater service, other than the internal improvements on the Properties that are required for the actual connection to wastewater. The City and Owner agree and acknowledge that water service is available with service lines abutting the perimeter of both Properties and that there will be no additional improvements required for the Properties to connect to such water service, other than the internal improvements on the Properties that are required for the actual connection to water. Impact fees for water and wastewater will be paid at the time that such service is provided by the City. 3. The Owner shall plan, plat, build-out and complete development of the Bobcat Facility in compliance with the Applicable Regulations and this Agreement. "Applicable Regulations" means and includes the federal, state, and local laws, rules and regulations, including, but not limited to, environmental regulations, as they exist from time to time, that are applicable to the development of the Bobcat Tract, and the City Rules, as modified by this Agreement, subject to the provisions of Section B.4., below. The "City Rules" are the City's ordinances and duly adopted regulations in effect and applicable to the Properties on the Effective Date, portions of which may be amended from time to time as authorized by Chapter 245, Texas Local Government Code. It is acknowledged that the City Rules that shall be applicable to the construction of the Bobcat Facility as they exist on the Effective Date are those which pertain to projects in the City's ETJ, except as expanded under Section B.1(a), (b), (c), and (d) of this Agreement and that a site development permit and building permit shall not be required for the development of the Bobcat Facility. 4. This Agreement, constitutes a "Permit", under Chapter 245, Texas Local Government Code, pertaining to the subdivision and development of the Bobcat Tract, and initiates the subdivision and development permit process for the Bobcat Tract. However, the previously developed Vermeer Tract completed in compliance with all applicable approvals is considered a separate "Project" under Chapter 245, Texas Local Government Code and is not deemed abandoned and void. The Vermeer Tract has rights under Chapter 245, Texas Local Government Code, as established by the first permit in the development of the Vermeer Tract. Subject to the terms and conditions of this Agreement, the City confirms, acknowledges and agrees that Owner has vested authority to develop the Properties in accordance with the City Rules, as modified by 2018041538 Page 4 of 14 this Agreement, notwithstanding subsequently adopted ordinances, rules or regulations, or changes or modifications to the City's ordinances, rules and regulations which will only be applicable to the extent allowed by Chapter 245, Texas Local Government Code (the "Vested Rights"). If there is any conflict between the Applicable Regulations and the terms of this Agreement, the terms of this Agreement will control. 5. The Concept Plan provides a conceptual depiction of the layout of the improvements on the Properties. The layout as shown on the Concept Plan is for informational purposes only and is subject to change. C. ANNEXATION 1. Owner consents to annexation of the Properties after construction of the Bobcat Facility is completed in accordance with the conditions listed in Section B.1 at a time determined by the City in accordance with the City's established long-range planning. The Owner shall submit a petition for voluntary annexation no later than sixty (60) days from the City's notification to the Owner of a desire to annex, such notification not to occur prior to the completion of the Bobcat Facility. The Properties will be annexed into the corporate limits of the City in accordance with the provisions of this Agreement, subject to the discretion of the City Council and in compliance with the applicable notice and hearing requirements. Owner requests annexation and zoning of the Properties within one-hundred twenty (120) days after submission of the voluntary annexation petition. 2. The Parties agree that upon annexation of the Properties by the City, the City shall, within thirty (30) days of the effective date of the annexation, initiate an initial zoning of the Properties as a Planned Unit Development ("PUD"). No fees shall be owing regarding said zoning. The base zoning classification of the PUD shall be Industrial ("I") and shall specifically provide any and all waivers and variances from Code necessary to allow any use,building or structure or site improvements existing on the Properties at the time of annexation to continue after annexation and be considered legal conforming uses of the Properties under the PUD. Under the PUD both Properties shall have the right to display new equipment for sale in front of the building of such tracts along the Interstate 45 frontage. The City agrees and acknowledges that the development of the Properties in accordance with the terms and conditions of this Agreement is beneficial to the City and that the PUD zoning for the Properties will satisfy any superiority requirements for PUD zoning since the Owner has agreed to develop the Properties in accordance with the standards in Section B.1(a), (b), (c), and (d) of this Agreement, which would not otherwise apply to development in the ETJ. 3. The Owner acknowledges that if Owner or any successor or assign violates any condition of this Agreement, then in addition to the City's other remedies, such act will constitute a petition for voluntary annexation by the Owner, and the Properties will be subject to annexation at the direction of the City Council. The Owner and any successors or assigns agree that such annexation shall be voluntary and the Owner hereby consents 2018041538 Page 5 of 14 to such annexation as though a petition for such annexation had been tendered by the Owner, her successors or assigns. D. MISCELLANEOUS PROVISIONS 1. Actions Performable. The City and the Owner agree that all actions to be performed under this Agreement are performable in Williamson County, Texas. 2. Governing Law. The City and Owner agree that this Agreement has been made under the laws of the State of Texas in effect on this date, and that any interpretation of this Agreement at a future date shall be made under the laws of the State of Texas. 3. Severability. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. 4. Complete Agreement. This Agreement represents a complete agreement of the parties and supersedes all prior written and oral matters related to this agreement. Any amendment to this Agreement must be in writing and signed by all parties. This Agreement runs with the land and shall bind the Properties for a term of fifteen (15) years, unless amended by the parties. 5. Exhibits. All exhibits attached to this Agreement are incorporated by reference and expressly made part of this Agreement as if copied verbatim. 6. Notice. All notices, requests or other communications required or permitted by this Agreement shall be in writing and shall be sent by (i) telecopy, with the original delivered by hand or overnight carrier, (ii) by overnight courier or hand delivery, or (iii) certified mail, postage prepaid, return receipt requested, and addressed to the parties at the following addresses: City of Round Rock Owner City Manager Employee Owned Companies, Inc. 221 East Main Street Attn: Darren Tallman Round Rock, Texas 78664 3025 State Highway 161 Williamson County Irving, Texas 75062 Phone: (512)218-5401 Phone: (972)255-3500 7. Force Majeure. Owner and the City agree that the obligations of each party shall be subject to force majeure events such as natural calamity, fire or strike or inclement weather. 2018041538 Page 6 of 14 8. Conveyance of Properties. Developer's rights and obligations under this Agreement may be assigned by Developer to one (1) or more purchasers of all or part of the Properties. Any person who sells or conveys any portion of the Properties shall, prior to such sale or conveyance, give written notice of this Agreement to the prospective purchaser or grantee, and shall give written notice of the sale or conveyance to the City. 9. Continuity. This Agreement shall run with the Properties and be binding on all successors and grantees of Owner. 10. Signature Warranty Clause. The signatories to this Agreement represent and warrant that they have the authority to execute this Agreement on behalf of the City and Owner, respectively. (signatures on following pages) SIGNED as of this IQ day of MaV ,2018 ("Effective Date"). 1 CITY OF ROUD ROCK, TEXAS tiiiN CRAIG ORG )(1,Mayor City o Round;tock, Texas ATTEST: SI 4:1 # PSARA L. WHITE, City Clerk THE STATE OF TEXAS } COUNTY OF WILLIAMSON } This instrument was acknowledged before me on the day of , 2018, by Craig Morgan, as Mayor and on behalf of the City of Round Rock, Texas. ".' t`'`''..* ',/ i '..../4, '1% , 6..e. a •Ilo .,,....t.NAlma ® e,. 1. Notary Publ c, tate of T: ��� = Printed Name: . j ' Nrit��P t�+� � My Commission Expires. 'I. f� 2018041538 Page 7 of 14 OWNER a F By: It C fO THE STATE OF TEXAS } COUNTY OF 1r64.Y i('{, } This instrument was acknowledged before me on the 2'7 day of I.f 1 ( ,2018, by (igo • • J - r Notary Ru ilic, State of Te as "P`MY JENNIFER MILES KELLEY Printed Name: J i �i'S 1{ � ` Notary ID#125249792. 1 My Commission Expires: 13 V*I My Commission Expires p '''„oo,*o, August 27,2018 After recording, return this document to: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas 78664 2018041538 Page 8 of 14 EXHIBIT A Bobcat Tract Exhibit"A" FIELD NOTES FOR 3.82 ACRES OF LAND OUT OF THE %MOAN HUNT SURVEY, ABSTRACT 314; IN WILLIAUBON COUNT)', TEXAS, BEING A 5,00'.ACRE TRACT1" CONVEYED TO CWC PARTNERSHIP B DEED RECORDED IN BOOK 2335, PAGE 260, WILLIAMSON COUNTY OFFICIAL PUBLIC RECORDS, SAVE AND EXCEPT A 1.181 ACRE TRACT [PARCEL 203) CONVEYED TO STATE OF TEXAS BY DEED RECORDED IN DOCUMENT NO. 2003051695, SAID 3.82 ACRES BEING DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a 1/2steel pin found at the southwest corner of said 5.00 acres` also the southeast corner of a 5.011 acre tract conveyed to Vermeer Equipment .of Texas Inc: by deed recorded in.Document No. 2010066248, Ylilliamson County Official Public- Records (S'OUPR) being also the in the north"right-of-tray (BOW) line of Roundville Lane, for the southwest earner hereof, THENCE NIB 15'28"W 551..36 feet with the mutual line of said 5.00 acres and 5.011 acres, generally following a fence, to a Z" steel pin found with a broken cap at the southwest corner of said 1.181 acres, for the`northwest corner hereof; THENCE with the south line of said 1.181 acres these 2 courses: 1) N71"4501"E 242.91 feetwith the south line of said 1.181 acres to a TXDOT brass disc found in oofcrete for angle, 2) N70°433'5043 78:01 feet to a '" steel pin with cap found at the southeast corner of said 1.181 acres, also the northwest corner of a 1.911 acre tract conveyed to Daugherty Family Registered Limited Liability Partnership 41, for the northeast corner hereof; THENCE SiB°02'27"E 424:61 feet with the east line of said 6.00 acres, generally following a fence, to a'f steel pin found at the southwest corner of a 1 00 acre' • tract conveyed to Texas and meria,Fleniken by deed recorded in Book 1590, Page 309,-. OCOPR, said.pin also being is:the north R03 line of Roundville Lane for the southeast corner hereof; THENCE With. the north' ROW line of Roundville- Lane and south dine of said 5.00. acres,' generally following a fence, these 2 courses: 1) S27°20'.30"1P1158:01 feet to a le`,steel pin found for angle„ 2) 566'54'12"W 207.14 feet to the POINT OF BEGINNING, containing 3.82 acres of lend, more or•less. 2018041538 Page 9 of 14 EXHIBIT B Vermeer Tract Field Notes for 3.892 acres, more or less, out of the Memucan Hunt Survey, Abstract No. 314, Williamson County, Texas, being that 5.011 acre tract recorded in Document No. 9824283, Williamson County Official Public Records (WCOPR), SAVE AND EXCEPT that 1.106 acre tract conveyed to the State of Texas by Deed Recorded in Document No. 2003065330, WCOPR, said 3.892 acres being described by metes and bounds as follows: Beginning at a 1/2" steel pin found at the southeast corner of said 5.011 acres and the southwest corner of a 5.00 acre tract recorded in Book 2335, Page 260, WCOPR, in the north ROW line of Roundville Lane, for the southeast corner hereof; THENCE S 66 degrees 18 minutes 25 seconds W 301.80 feet with the south line of said 5.011 acres and the north ROW line of Roundville Lane to a computed point for the southwest corner of said 5.011 acres and the southeast corner of Lot 1, TXU Substation Subdivision, as recorded in Cabinet T, Slide 98 of the Williamson County Plat Records, for the southwest corner hereof; THENCE N 18 degrees 11 minutes 56 seconds W 576.59 feet with the east line of said Lot 1, passing at 0.85 feet a 1/2" steel pin found, to a mag nail set in a steel lid on a 4'x6' vault on the south ROW of State Highway 45, as described in Document No. 2003065330, WCOPR, for the southwest corner hereof; THENCE, with the south ROW of State Highway 45 the following two courses: 1) N 69 degrees 22 minutes 12 seconds E 85.40 feet to a 1/2" steel pin set with orange cap for angle, 2) N 71 degrees 46 minutes 01 seconds E 214.05 feet to a 1/2" steel pin set with orange cap for the northeast corner hereof; THENCE S 18 degrees 18 minutes 25 seconds E 551.45 feet with the west line of said 5.00 acres and east line of said 5.011 acres to the POINT OF BEGINNING, containing 3.892 acres of land, more or less. Bearing basis is the west line of said 5.011 acre tract. 2018041538 Page 10 of 14 EXHIBIT C Concept Plan 2018041538 Page 11 of 14 s 4. ' 'r �ti \ ----- 1 h \� A �'' s _ -, v\ ,\ rad r I.a 'w • t y i� " ' 11 4F1 S " \ ,'lam; \ - • g� Y ' a k41 ri Cys • tj • a y ---,...-•_..---..••• c�.— w \ __ `�S .i \ t't. U =A' r , L., ' / N,,,,,', 4 M i 6 .,''' '''' CONCEPT PLAN FOR 4. lilt 1 / ii 'i ! . BOBCAT EQUIPMENT S Ei tE /2�( i) t Z 9 6 2 gut LOUIS NENNA BLVD IN; `\ i $ WOUND ROCK,TX 74665 �= l`i,'1 � �. '• RECORDERS MEMORANDUM All or parts of the text on this page was not clearly legible for satisfactory recordation 2018041538 Page 12 of 14 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-347932 Employee Owned Companies Irving,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/02/2018 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bobcat Development Development Agreement Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION Darren Tallman 10-31-1972 My name is , and my date of birth is My address is 2304 Bronco Blvd Carrollton TX 75010 , USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Dallas County, State of TX ,on the 10 day of May ,20 18 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1,0.5523 2018041538 Page 13 of 14 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-347932 Employee Owned Companies Irving,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/02/2018 being filed. City of Round Rock Date Acknowledged: 05/10/2018 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Bobcat Development Development Agreement Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is , and my date of birth is My address is , (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of ,on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523 2018041538 Page 14 of 14 ELECTRONICALLY RECORDED OFFICIAL PUBLIC RECORDS 2018041538 Pages: 14 Fee: $73.00 05/16/2018 10:32 AM , ,If. i�� •I .l v ��� Nancy E. Rister,County Clerk Williamson County,Texas