R-2022-040 - 2/10/2022 RESOLUTION NO. R-2022-040
WHEREAS, the Zoning and Development Code, Chapter 4, Article VI, Section §4-78, Code
of Ordinances (2018 Edition) provides for the reimbursement for the oversizing of wastewater and
water mains;and
WHEREAS, Continental Homes of Texas, L.P. (Developer) is proposing a development,
"Avery Centre East," (the "Project") located east of North A.W. Grimes Boulevard and south of CR
112, located inside the City of Round Rock(the"City"); and
WHEREAS, the Developer has agreed at the request of the City to upsize a water main and
upsize a pressure reducing valve(PRV)and vault for the Project; and
WHEREAS, the City agrees to reimburse the Developer for the oversizing of the water main,
and PRV and vault;and
WHEREAS, the City and Developer desire to enter into an agreement regarding the utility
reimbursement related to the Project,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 the attached
Utility Reimbursement Agreement, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551,Texas Government Code, as amended.
0112.20222;4876.6338-9963
RESOLVED this I Oth play ofFebrUary, 2022.
CRAIG WW1() Ga1T`d, ayor°
City of �� Ira ' ;Texas
,TTF T:
M1Ir'GAN Slr
KS, Ci y Clerk
2
EXHIBIT
«A„
UTILITY REIMBURSEMENT AGREEMENT
THIS UTILITY REIMBURSEMENT AGREEMENT ("the Agreement") is made by and between
the CITY OF ROUND ROCK,TEXAS,(the"City")and CONTINENTAL HOMES OF TEXAS,
L.P.,a Texas limited partnership(the"Developer")on this day of ,2022.
RECITALS
WHEREAS, (i) Developer, (ii) Century Land Holdings II, LLC, a Colorado limited
liability company("Century"),and(iii)Avery Ranch Company, Ltd.,a Texas limited partnership
("ARC"), Marta C. Avery,Trustee of the Marta C. Avery Exempt Trust;John S. Avery,Trustee
of the John S. Avery Exempt Trust; A. Nelson Avery, Trustee of the A. Nelson Avery Exempt
Trust;L.Christina Avery Fell,Trustee of the L. Christina Avery Fell Exempt Trust,are proposing
a development,"Avery Centre East,"(the"Project")located east of North A.W.Grimes Boulevard
and south of CR 112,located within the City of Round Rock,as shown in Exhibit"A"("Property"),
attached hereto and incorporated herein by reference for all purposes;and
WHEREAS,the Developer has agreed at the request of the City to upsize a water main
and upsize a pressure reducing valve(PRV)and vault for the Project;and
WHEREAS, the City agrees to reimburse the Developer for the oversizing of the water
main and PRV and vault as set forth herein;
NOW THEREFORE,the parties hereto agree as follows:
ARTICLE I
I. Recitals. The City hereby finds that the Recitals stated above are true and correct.
2. Developer's Obligations. The Developer, in consideration for the City's
reimbursement of oversizing the water main and the PRV and vault as set forth herein, agrees to
the following:
(a) The Developer shall oversize the water main in accordance with Article
VI, Section 4-78, City of Round Rock Code of Ordinances (2018
Edition),and shall be reimbursed by the City in accordance with Section
UTwTY REIMSUPSEMENT AGREEMEw Page 1 Avery Centre East
29719467v.4
4-78(e). The water main shall be a 24-inch diameter water main
(oversized from 12 inches),as shown in Exhibit`B"attached hereto and
incorporated herein by reference for all purposes.
(b) The Developer shall oversize the PRV and vault to the specifications
requested by the City. The PRV shall be a 16-inch PRV and vault
(oversized from 8 inches),as shown in the attached Exhibit"B".
(c) All construction plans for the oversizing of the PRV and vault shall be
approved by the City.
(d) The Developer shall publicly bid the construction of the oversized PRV
and vault in accordance with all applicable legal requirements,including
Chapter 49, Texas Water Code. The PRV and vault shall be bid both: 1)
at the size required for the Project(regular sized PRV and vault);and 2)
at the size required by the City (oversized PRV and vault). The contract
shall be awarded by the Developer to the lowest responsible bidder.
3. City's Obligations. The City shall reimburse the Developer the difference between
the cost of a regular sized PRV and vault needed to service the Project and the oversized PRV and
vault required by the City,based on the bid amounts received from the lowest responsible bidder.
The City agi ees to reimburse the costs upon substantial completion of the PRV and vault.
AR'T'ICLE II
1. No Joint Venture. It is acknowledged and agreed by the parties that the terms of
this Agreem nt are not intended to and shall not be deemed to create a partnership of joint venture
among parties. Neither party shall have any authority to act on behalf of the other party under any
circumstances.
2. Authorization. Each party represents that it has full capacity and authority to grant
all rights and assume all obligations that is granted and assumed under this Agreement
3. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received thrc a(3)days thereafter sent by United States Mail,postage prepaid,certified mail,return
receipt requested, addressed to the party at the address set forth below(or such other address as
UTILITY RCIMBU EMENT AGMEEm r Page 2 Avery Centre East
29719467v.4
such party may subsequently designate in writing)or on the day actually received if sent by courier
or otherwise hand delivered.
If Intended for the City:
City of Round Rock,Texas
Attention: Laurie Hadley
City Manager
221 E.Main Street
Round Rock,Texas 78664
With a copy to:
City of Round Rock,Texas
Attention: Stephan L.Sheets
City Attorney
309 E.Main Street
Round Rock,Texas 78664
If intended for the Developer:
Continental Homes of Texas, L.P.
Attn: John A. Sparrow
10700 Pecan Park Blvd.,Suite 400
Austin,Texas 78750
Email: JASparrow@drhorton.com
With a copy to:
Timothy C.Taylor
Jackson Walker L.L.P.
100 Congress Avenue,Suite 1100
Austin,Texas 7801-4042
Avery Ranch Company Ltd.& LSA Trust
Attn: John S.Avery,Sr.
2803 Pecos Street
Austin,Texas 78703
John S.Avery,Jr.
740 CR 278
Liberty Hill,Texas 78642
UTILITY REIMBURSEMENT AGREEMENT Page 3 Avery Centre Fast
29719467v.4
Armbrust&Brown, PLLC
Attn: Devin M.Flahive
100 Congress Avenue, Suite 1300
Austin,Texas 78701
4. Entire Agreement, This Agreement is the entire Agreement between the parties
with respect to the subject matter covered in this agreement. There is no collateral oral or written
agreement between parties that in any matter relates to the subject matter of this Agreement.
5. Governing Law. This Agreement shall be governed and construed in accordance
with the la of the State of Texas,without giving effect to any conflicts of law rule or principle
that might result in the application of the laws of another jurisdiction. Venue for any action
concerning the Agreement shall be in Williamson County,Texas.
6. Amendment. This Agreement may only be amended by the mutual written
agreement of the parties.
7. Severability. In the event one or more of the provisions contained in this
Agreement hall for any reason be held invalid, illegal, or unenforceable in any respect, such
invalidity,illegality,or unenforceability shall not affect other provisions,and it is the intention of
the parties to this Agreement that in lieu of each provision that is found to be illegal invalid or
unenforceab e a provision shall be added to this Agreement which is legal,valid and enforceable
and is as similar in terms as possible to the provision found to be illegal,invalid or unenforceable.
8. Assignment. This Agreement may not be assigned without the written consent of
the City. Provided, however, the City will not unreasonably withhold, condition, or delay
Developer's assignment of this Agreement to ARC and/or to Century or to Forestar(USA) Real
Estate Groul i Inc.
9. Authorized to Bind. The persons who execute their signatures to this Agreement
and any certifications related to this Agreement represent and agree that they are authorized to sign
and bind thei r respective parties to all of the terms and conditions contained herein.
10. Counterparts. This Agreement may execute in counterparts. Each of the
counterparts shall be deemed an original instrument,but all of the counterparts shall constitute one
and the same instrument.
[Signatures on the following page.]
UTILITY REIMOUR EMENT AGREEMENT Page 4 Avery Centre East
29719467v.4
1'''XCCLItcd on this day of (�pj u J'N -1 2022,
DENELOPM:
CONTINENTAL HOMES OFTEXAS, L.P.
(a']'cxas limited partnership)
By: CHITE'X ofTexas, 111c,
(a Delaware corporation)
Its Genei-ell Pul'oler
By:
'NameAn A. SNm*w
CITY:
ROUND ROCK, TEXAS
BY:
Craig Morgan, Mayor
Attest:
S,ara White, City (,'lerk
U n�.0 n' A oRvITw4'r Npc 5, Amy("cmc Fast
2971 9467v 4
Exhibit"A"
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UTILITY KEIMBURS EMENT AGREEMENT Page 1 Avery Centre East
29719467v.4
Exhibit"B"
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UTILITY REIMBUHSEhiENT AGREEMENT Page i Avery Centre East
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Detail of 11,1 and Vault:
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16" PRV AND VAULT OVERSIZED FROM 1
A 8" PRV AND VAULT. THE PRV 1
ASSEMBLIES AND VAULTS ARE BASED 1
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Exhibit"W,
UTILITY REIMIR RSEMENT AGRCEMENT Page 2 Avery Centre Fact
29719467v.4