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CM-2018-1803 - 8/3/2018ELECTRONICALLY RECORDED 2018069522 Williamson County, Texas Total Pages: 13 TEMPORARY CONSTRUCTION EASEMENT THIS TEMPORARY CONSTRUCTION EASEMENT ("A reement"), dated July 25, 2018, is made by and between WAL-MART REAL ESTATE BUSINESS TRUST, a Delaware statutory trust, whose address is 702 S.W. 81h Street Bentonville, AR 72716, with a mailing addresses of Sam M. Walton Development Complex, 2001 S.E. 10th Street Bentonville, AR 72716-0550, Attn: Realty Management ("Grantor") and THE CITY OF ROUND ROCK, TEXAS, a Texas municipal corporation, whose address is 211 East Main Street, Round Rock, Texas 78664 ("Grantee"). The following statements are a material part of this Agreement: WHEREAS, Grantor is the owner of a tract of land being all that property conveyed in that certain Warranty Deed dated January 30, 2006 from WAL-MART STORES OF TEXAS, L.P. to WAL-MART REAL ESTATE BUSINESS TRUST, recorded in Document No. 2006009146, Official Public Records of Williamson County, Texas ("Wal-Mart Property"); and WHEREAS, Grantor wishes to grant, and Grantee wishes to receive, a temporary easement, solely for the purposes set forth herein, over, under and across a portion of the Wal- Mart Property described as a 0.494 acre (21,499 square foot) tract of land situated in the Joseph Marshall Survey, Abstract No. 409, and the Robert McNutt Survey, Abstract No. 422 in Williamson County, Texas, being a portion of Lot 1, (22.138 acres), Block A, Replat of Pioneer Crossing Commercial Tract, a Subdivision of Record in Cabinet Z, Slides 8-10 of the Plat Records of Williamson County, Texas, described in Warranty Deed to Wal-Mart Real Estate Business Trust, recorded in Document No. 2006009146 of the Official Public Records of Williamson County, Texas, said 0.494 acre tract of land being more particularly described by metes and bounds and sketch in the field notes and sketch attached hereto as Exhibit "A" ("Tract 1 "). THEREFORE, in consideration of the covenants contained in this Agreement and other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows: 1. Grantor quitclaims to Grantee a temporary, non-exclusive easement for the benefit of Grantee to use for the purposes of staging, constructing, reconstructing, relocating and/or installing road improvements and any associated facilities in the right of way adjacent to the Wal-Mart Property and more particularly described in Exhibit A (the "Easement"). Grantee, through its officers, employees and agents, at Grantee's sole cost and expense, shall have the right to enter upon the Easement in such a manner as may be reasonably necessary for the sole purpose as above written. This Easement shall expire upon the completion of Grantee's stated purpose, but, in no event, shall the Easement survive beyond October 30, 2019; provided, all Grantee's warranties, representations and indemnities shall survive the termination of the Easement and continue for the benefit and protection of Grantor for as long as possible under applicable law. In no event shall Grantee use this Easement in a manner which, in 2018069522 Page 2 of 13 Grantor's sole discretion, interferes with Grantor's use of Tract 1. Grantee also covenants and agrees that the Easement will not be used for the erection of any temporary structures. Grantor shall have the right, in Grantor's sole discretion, to relocate the Easement upon Grantor's property. Following termination of the Easement, Grantee shall provide Grantor written release and extinguishment, in recordable form, of all Grantee's rights in and to the Easement. 2. Grantee agrees to use due care in any use of the Easement, and in the construction, installation, repair, replacement and maintenance of Grantee's improvements, so as not to unreasonably disturb Grantor's use of Grantor's property. Grantee further agrees Grantee shall not interfere with Grantor's business operations while utilizing the Easement. Grantee covenants and agrees to properly maintain the Easement and keep same in good order, free and clear from rubbish. Grantee further covenants and agrees that all construction activities will be timed so as to not interfere with trucking schedules of Grantor, and that driveways damaged by Grantee's use of the Easement will be promptly replaced in accordance with Grantor's specifications at Grantee's sole cost and expense, and to Grantor's satisfaction. Notwithstanding the foregoing, routine maintenance, construction and use of the Easement shall be prohibited during the months of November and December and all work shall be completed by October 31 st of the then -current year. Grantee covenants and agrees that Grantor's tract will not be used as a staging area and will not be used to store equipment, trucks, dirt, supplies, materials, rubble, spoil or any other materials of Grantee. Grantee shall not dig any open pits, trenches, borings or holes on or under the Easement. Grantee also covenants and agrees that no heavy trucks or equipment associated with the use of the Easement by Grantee shall utilize the entranceways, streets or roadways located on Grantor's property or the Easement without Grantor's prior written consent. 3. following completion of work, if Grantee has removed or damaged any of Grantor's improvements, including but not limited to paving, sod, herbage, lighting standards, signage or landscaping within the Easement or otherwise on Grantor's property, Grantee shall at Grantee's sole cost and expense immediately restore the property injured by Grantee's activities to the same condition as existed previous to Grantee's entry upon the particular property. 4. To the extent allowed by Texas law, Grantee, and Grantee's successors and assigns, shall indemnify, defend and hold harmless Grantor and Wal-Mart (as defined herein) from and against any and all losses, liabilities (including strict liability), claims, causes of action, damages, injuries, liens (including mechanic's liens and materialman's liens), expenses and costs, including without limitation reasonable attorney's fees of any settlement, judgment or claims of any and every kind whatsoever paid, incurred or suffered, in connection with any damage or liability to persons or property that might arise directly or indirectly during construction of Grantee's improvements, from use of Grantee's improvements by Grantee, its customers, suppliers, employees, and tenants or anyone else using the such improvements, or use of the Easement. Grantee further agrees that Grantee shall, at all times during the duration of this Agreement, maintain and pay for comprehensive 2018069522 Page 3 of 13 general liability insurance affording protection to Grantor and Grantee, and naming Grantor, and Wal-Mart Stores, Inc., a Delaware corporation ("Wal-Mart"), as an additional insureds on the policy or policies for a combined bodily injury and property damage limit of liability not less than $5,000,000.00 for each occurrence. Grantee further agrees, upon request, to deliver to Grantor a certificate or certificates from an insurance company or insurance companies satisfactory to Grantor evidencing the existence of such insurance and naming Grantor and Wal-Mart as an additional insured. 5. To the extent allowed by Texas law, Grantee, and Grantee's successors and assigns, shall indemnify, defend and hold harmless Grantor and Wal-Mart from and against any and all losses, liabilities (including strict liability), claims, causes of action, damages, injuries, expenses and costs, including without limitation reasonable attorney's fees of any settlement, judgment or claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against, Grantor and/or Wal- Mart, and their respective successors and assigns, by any person or entity or governmental agency, for, with respect to, or as a direct or indirect result of, the construction of Grantee's improvements, use of Grantee's improvements by Grantee, its customers, suppliers, employees, and tenants or anyone else using the such improvements, the use of the Easement, or any claims the escape, seepage, leakage, spillage, emission, discharge or release of any hazardous substance resulting from the operations of Grantee upon or under any tract of land owned by Grantor including without limitation, any losses, liabilities (including strict liability), damage, injuries, expenses and costs, including, without limitation, reasonable attorney's fees, of any settlement or judgment or claims asserted or arising under, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the Resource Conservation Recovery Act, the Federal Water Pollution Control Act, the Federal Environmental Pesticides Act, the Clean Water Act, any so called federal, state or local "Superfund" or "Superlien" statute, or any other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability (including strict liability), or standards of conduct concerning any hazardous substance. 6. In exercising any rights and privileges under this Agreement, Grantee shall comply fully with any federal, state or local laws, regulations, ordinances, permits or other authorizations or approvals or other requirements relating to storm water discharges or the control of erosion or sediment discharges from construction projects, including but not limited to the CIean Water Act, 33 U.S.C. § 1251 et seq., and the Storm Water General Permit for Discharges Associated with Construction Activities (collectively the "Storm Water Reguirements"). In addition to any other provisions of any Storm Water Requirements: A. Grantee shall, as required by any Storm Water Requirements, prepare a Storm Water Pollution Prevention Plan (the "Grantee SWPPP") for that part of the property owned by Grantor and described as the "Wal-Mart Property" on which Grantee plans to conduct earth -disturbing activities. The Grantee SWPPP shall 2018069522 Page 4 of 13 identify and describe the role of any other contractor, entity or individual contemporaneously undertaking earth -disturbing activities in complying with the Storm Water Requirements, and shall identify the manner in which Grantee and any such contractor, entity or individual shall coordinate to comply with the Storm Water Requirements and to avoid negatively impacting any erosion or sediment controls during earth -disturbing activities. Grantee shall provide Grantor with a copy of the Grantee SWPPP prior to initiating any earth -disturbing activities. B. Grantee shall, as required by any Storm Water Requirements, submit a "Notice of Intent" (as such term is commonly defined in the environmental compliance industry) or other permit application prior to initiating any ground - disturbing activities at the property owned by Grantor and and described as the "Wal-Mart Property" covering the number of acres which will be disturbed by Grantee. Grantee shall submit such Notice of Intent or other permit application regardless of whether Grantor or any agent or contractor of Grantor has also submitted any Notice of Intent or other permit application, unless any Storm Water Requirements expressly prohibit such submittal. Grantee shall provide Grantor with a copy of the Notice of Intent or other permit application prior to initiating any earth -disturbing activities. C. If Grantee and Grantor, or any agent or contractor of Grantor, contemporaneously undertake any earth -disturbing activities, Grantee shall attend any weekly meetings held by Grantor, or any agent or contractor of Grantor, to review the requirements of any applicable permits, the Grantee S WPPP and other SWPPPs prepared for the property owned by Grantor and described as the "Wal- Mart Property" to address any problems that have arisen in implementing the S WPPPs or maintaining Best Management Practices D. In the event Grantee, in exercising the rights and privileges of this Agreement requires the development and/or use of borrow, material, equipment or waste storage sites, Grantee agrees it shall, prior to the development and/or use of such sites, obtain any permits or approvals necessary for the legal use of such sites, and shall also comply with all laws, regulations and permit conditions applicable to such sites. 7. Grantee shall (i) comply in all respects with all immigration laws, statutes, rules, codes and regulations, (ii) properly maintain all records required by the United States Citizenship and Immigration Services (the "USCIS"), including, without limitation, the completion and maintenance of the Form I-9 for each of Grantee's employees, and (iii) respond in a timely fashion to any inspection requests related to such I-9 Forms. Grantee shall fully cooperate in all respects with any audit, inquiry, inspection or investigation that may be conducted by the USCIS of Grantee or any of its employees. Grantee shall, on a bi-annual basis during the tern of this Agreement, conduct an audit of the I-9 Forms for its employees and shall promptly correct any defects or deficiencies which are identified as a result of such audit. Grantor may, in 2018069522 Page 5 of 13 its sole discretion, terminate this Agreement immediately if, at any time during the term, (x) Grantee violates or is in breach of any provision of this paragraph or (y) the USCIS determines that Grantee has not complied with any of the immigration laws, statutes, rules, codes and regulations of the United States. Grantee shall require all subcontractors performing any work on the Utility System to comply with the covenants set forth in this paragraph. 8. Grantee shall secure, maintain and comply with all required licenses, permits and certificates relating to, or otherwise necessary or appropriate for, the construction, installation, repair, replacement and maintenance of Grantee's improvements. Grantee shall comply with any and all applicable federal, state and local laws, rules, regulations, statutes, codes, orders and ordinances, including, but not limited to, those governing the prevention, abatement and elimination of pollution and/or protection of the environment and the employment of its workers. 9. If Grantee defaults in the performance of any provision contained in this Agreement, Grantor may terminate this Agreement following written notice and a fifteen -(15) day period during which Grantee shall have the opportunity to cure such default to Grantor's satisfaction. If Grantor terminates this Agreement under this provision, Grantee may exercise any and all remedies available at law or in equity. 10. Grantee acknowledges that it is Grantee's sole responsibility to obtain any governmental permits to perform any required maintenance checks, and to abide by any governmental regulations associated with the use, construction, patrolling, replacement and maintenance of Grantee's improvements, as applicable. 11. This Agreement may be executed in one or more counterparts (including by facsimile), all parties need not be signatories to the same documents, and all counterpart signed documents shall be deemed to be an original and one (1) instrument. [Signature Pages Follow] 2018069522 Page 6 of 13 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. ATTEST: WAL-MARTRVAL ESTATE BUSINESS TRUST Z/ Assistant Secretary WITNESS OR ATTEST: IM NAME: Jay Sawyer TITLE: Sr. Manager, 11 Realty fir- ,: pe B NAME: TITLE: 2018069522 Page 7 of 13 TRUST ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss. COUNTY OF BENTON ) On this 25 day of July, 2018, before me, the undersigned notary public in and for said County and State, personally appeared before meto me personally known, who, being by me duly sworn, did say that h Senior ealty Manager of Wal-Mart Real Estate Business Trust, and that the seal affixed to the foregoing instrument is the seal of said trust, and that said instrument was signed, sealed and delivered on behalf of said trust by authority of its Managing Trustee and sai acknowledged said instrument to be the free act and deed of said t. WITNESS my hand and notarial seal subscribed and affixed in said county and state, the day and year in this certificate above written. My Commission Expires: J02 �/ o?(� 4TARYP LIC LINDA STELUES NOTARY PUBLIC BENTON COUNTY, ARKANSAS COMM. EXP. 12/01/2027 COMMISSION NO. 12703323 Grantee accepts the attached deed and consents to its form and substance. GRANTEE: CITY OF ROUND ROCK, TEXAS Name: Title: CSL P� 9130MIRAW I.I. COUNTY OF WILLIAMSON On thisVday of 2018, before me, the undersigned notary ublic - in d fo said CountY and State, personally appeared before me (Name), to me personally known, who, being by me duly sworn, did say that he/she is V j Title) of THE CITY OF ROUND ROCK- TE.Y,4,S- Kq�L �49)&*Trdff�nl 0 2018069522 Page 8 of 13 W!IVE S MY " HAND d notarial seal subscribed and affixed in said County .2nd State the day of t VP47(7 2018. P U, My Commission Expires: co 1262� •. ES 3 V. 'N4111111m County: Williamson ProJact; Red Bud Lane/ Proposed T.C.E. EXHIBIT------- 11 2018069522 Page 9 of 13 Page 1 of 4 03.14-2019 _Uf'CU('z MM Lot J. block A of said Re let of THENCE, departing said Lot 2, with the common boundary line of said Lot 3 and said Lot 1, the following three (3) courses. 1) along a curve to Ilia left, having a della angle of 03'25'64, a radius of 612.50 feet, an arc length 0130.69 feet and a chord which bears S 69'59'22' fora distance of 30,6$ feet to a calculated point of non -tangency; 2) 5 65'40'48® W, for a distance of ei.92 feet to a calculated point of curvature of a non•langanl curve to the right; 3) along said non -tangent curve to the right, having a delta angle of 14'62.22', a radius of 148.60 feel, an arc length of38.57 feet and a chord which bears S 62.36119' W for n dlstanca of 39.47 feet to the southeasterly comer end POINT OF BEGINNING of the herein described tract; 4) THENCE, continuing with said curving common boundary One to The tight, having a delta angle or 10.07'31 ", a radius of 146.60 feet, an arc fength of 20.26 feel and a chord which bears 8 75'00'16" W for a distance of 26.23 feet to a calculated point In the existing easterly right-of-way (ROW) Una of N. Red Bud Ln. (C.R. 122) (ROW width varies), being the northwesterly corner of said Lot 3, same being the most norlhody southwesterly comer of said Lot 1, for the south%vesteriy comer of the herein described Irach THENCE, departing said Lot 3, with said existing easterly ROW line, same being the wasterly boundary line of sold Lot 1, ilio following Ova (6) courses: 5) along a curve to the right, having a delta angle of 11'21'49", a radius of 910.00 feet, an arc length of 100,40 feet and a chord which bears N 00.09'31" E for a distance of 180.10 feat to a calculated point of non -tangency; 6) along a non -tangent curvy to the right, having a della angle of 06'43119", a radius of 609.30 feel, an are length of 60.08 feet and a chord which bears N 26.22114" E fora distance of 60,04 feet to a calculated point of to ency; 7) N 20'13'63" E for a distance of 100.77 feel to a calculated point of curvature of a non -tangent curve to the IeR; 8) along said non -tangent curve to the Ion, having a delta angle of 32'02165", a radius of 609.30 feet, an arc length of 340.92 feat and a chord which bears N 13012126" E for a d1slance of 336.39 feet to a calculated point of tangency; 9) N 02049102" W for a distance of 121.42 feet to Ilio calculated northwesterly corner of said Lot 1, same being the most southwesterly comer of Lot 41, Block 'A, Pioneer Grossing, Phase One, a subdivision of record in Cabinet W, sikias 246- 248 of the Plat Records of W11119maort County, Texas, for the northwesterly corner of the herein described tract; 10) THENCE, departing sold existing ROW line, with the common boundary title of sold Lot 1 and said Lot 41, N 87'11'61" for a distance of 26.00 feel to the calculated northeasterly corner of Ills herein described tract. THENCE, departing said Lot 41, through ilia Interior of sold Lot 1, being 26' aasiedy of and parallel with said existing easterly ROW line, same being sold westerly boundary line of said Lot 1, the following Ove (5) courses: 11) 8 02'49'02" E for a distance of 121.41 fest to it calculated point of curvatura to Ilio right; 12) along sold curve to (its right, shaving a delta angle of 32'02'66'®, a radius of 034.30 feet, an arc length 0f 364.80 feet and a chord which bears S 13.12'25" for a distance o(360.10 feet 10 a calculated point of non -tangency; 2018069522 Page 10 of 13 13) S 2D'13'63" W for a distance Of 108,77 foal to a calculated point of curvature lathe left; 14) along sold curve to the IeR, having a delta angle of 06.28'23", a radius of 484.30 feel, an arc length of 46.28 feel and a chord which bears 8 28°29941" w, for a distance of 46.24 feet to a calculated point of non•langency; 15) along a non -tangent curve to Ilia left, having a delta angle of 90'43'12", a radius 0( 685.01) feel, an arc length of 186.68 feet and a chord which bears S 08'201341* W for a distance of 186,94 foal to the POINT OF BEGINNING, containing 0.404 acre (2t4go square foot) of land, more or less. This PrOpeftY description Is accompanied All beatings Wiled herein am based on the Texas State Mane C000,&T--TMW_rrjW* THE STATE OF COUNTY OF WILLIAMSON KNOWALL MEN BY THESE PRESEN[TS: That I, Lawrence NL Russo, do hereby certify that the above description is true and correct to the hest of my knowledge and belief and that the property described herein was determined by a survey made on the ground under my direct supervision. IVrrNff S MY RAND AND SEAL at Round Rock, Williamson County, Texas. Registered Professional Land SuMjDr NW5060 Inland Ge lies, LLC Finn Registration No: 100591.00 1504 Chisholm Trail Road, Suite 103 Round Rock, TX 78881 ■ 2018069522 Page 11 of 13 EmmIll.w4liallm KENNEYS WAY I LOT ti � (W R" W&A 0 N87 WAL—MART REAL 1r ESTATE BUSINESS TRUST DOC. NO. 2006009146 O.P.R.W.C.T. REPLAT OF PIONEER CROSSING COMMERCIAL TRACT CAB. Z, SLDS, 8-10 P.R.W,C,T. SuRvgy J0,95PH jWl-jRs�]A -'409 zk rRA COMM& 0 T so loo 24 22.00* RADE i,l WASIEVIATER N. • CASEMENT DOC- NO. 2002040, O.P.R.W.C.T. PIONEER CROSSING PHASE ONE CAD. W, SLOS. 246-248 P.R.W.C.T. WAL—MART REAL 1r ESTATE BUSINESS TRUST DOC. NO. 2006009146 O.P.R.W.C.T. REPLAT OF PIONEER CROSSING COMMERCIAL TRACT CAB. Z, SLDS, 8-10 P.R.W,C,T. SuRvgy J0,95PH jWl-jRs�]A -'409 zk rRA COMM& 0 so loo 1" - lcol A 21 .499 S . ' 0.494 t'CFT. A� 15' P.U.E. PER PLAT LOT 1 (22.138 AC) 0 "N -c v Z ry 40' JOINT USE AGREEMENT 1-0 EASEMENT f PER PLAT P..F B. P.O.C. 9A LOT 2 0.073 AC.) (1-003 AC.) 03-13-2018 TEMPORARY CONSTRUCTION NosIMF ORS R up su STE 103 SIG 1�151Z)l) 7DOLM L No. STE I" IW t Famorm"sicopi I-mosultv"oks EASEMENT 1504 CWHISHOLLS TML RD. STE 103 H DRO NOUNo Rom,, Tx.. 7s jo a 1 0.494 ACRE 5 12) 2 1 6��- I IM FAUX 11121231-12 51 10. 1 WS9 mmumm No. I cosil Z I W , 21,499 SQUARE FEET RECORDERS MEMORANDUM III or parts ofth, te,t on this page -snot F laily Isgibl, for -atiztaFtnry rs-rdatinn !31 PAGE .3 OF 4 11 - #:COTTON GIN SPIN1.LE FOUND a4,CALCULATED POINT PROPERTY P.O.C. POINT OF COMMENCEMENT P.O.B. POINT OF RECORDS WILLIAMSON COUNTY, r ' OFFICIAL PUBLICRECORDS YALLIAMSON COUNTY, 1) All bearings shown hereon are based on grid bearing. Coordinates are surface values based on the Texas State Plane Coordinate System, NAD 83, Control Zone. 2) This survey was performed without benefit of a title abstract. there may be other Instruments of record that affect this tract not depleted heron, i :• ��� it TEMPORARY CONSTRUCTION EASEMENT 0.494 ACRE 4.+ SQUARE 2018069522 Page 12 of 13 + 2018069522 Page 13 of 13 ELECTRONICALLY RECORDED OFFICIAL PUBLIC RECORDS 2018069522 Pages- 13 Fee- $69.00 08/03/2018 04.14 PM i'r.,l AS EtpF-7- . Nancy E. Rister,County Clerk Williamson County,Texas