R-03-03-27-9I2 - 3/27/2003•
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
0005233.WPD
RELEASE OF EASEMENT
§
§
2003059777 0 t =es
KNOW ALL BY THESE PRESENTS:
That the CITY OF ROUND ROCK, TEXAS, a municipal corporation situated in the Counties of
Travis and Williamson in the State of Texas for and in consideration of the sum of Ten and No /100 Dollars
($10.00) and other good and valuable consideration paid by HIGHLAND MANAGEMENT, INC., a
Delaware corporation the receipt and sufficiency of which is hereby acknowledged, does hereby ABANDON,
RELEASE and DISCHARGE the below- described easement previously granted to the City of Round Rock,
Texas, by Highland Management, Inc. in an instnunent dated March 7, 2003, and recorded under Document
No. 2003043620, Official Public Records of Williamson County, Texas, to -wit:
See Exhibit "A" attached hereto and made a part hereof, describing 29,924 square feet of
land (0.687 Acre) situated in the P.A. Holden Survey, Abstract No. 297, in Williamson
County, Texas, being a portion of that called 3.349 acre tract of land as described in Exhibit
"A" of that Warranty Deed to HIGHLAND MANAGEMENT, INC. as recorded in Volume
1406, Page 721 of the Williamson County Official Records and said 29,924 square feet of
land (0.687 Acre) being more particularly described by metes and bounds as indicated; and
See "Sketch to Accompany Description" attached hereto and made a part hereof for all
intents and purposes hereunto and in any wise pertaining, showing such easement.
This instrument is given specifically to release the described easement, which easement is terminated
by abandonment, termination, vacation, and cessation of purpose.
IN WITNESS WHEREOF, the City of Ro d Rock, Texas has caused this release instrument to be
executed on this the L5 day of the month of u h 2 , 2003.
RELEASER:
CITY OF ROUND ROCK, TEXAS
Bv:
1
James R. Nuse, City Manager
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this the 0 day of the month of \ 1.1 Yl �J ,
2002, by James R. Nuse, City Manager for the CITY OF ROUND ROCK, Texas in the capacity and for the
purposes and consideration therein expressed.
SHERRI MONROE
Notary Public, Slate of Texas
My Commission Expires
MAY 7, 2007
AFTER RECORDING RETURN TO:
Stephan L. Sheets
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
ACKNOWLEDGMENT
Notary Public, State of Texas
2
Highland Management, Inc.
0.687 Acre Tract
Page 1 of 5
EXHIBIT
" A n
DESCRIPTION
FOR A 0.687 ACRE (29,924 SQUARE FOOT) TRACT OF
LAND SITUATED IN THE P. A. HOLDEN SURVEY,
ABSTRACT NO. 297, IN WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THAT CALLED 3349 ACRE TRACT
OF LAND AS DESCRIBED IN - EXHIBrr "A" OF THAT
WARRANTY DEED TO HIGHLAND MANAGEMENT, INC.
AS RECORDED IN VOLUME 1406, PAGE 721 OF THE
WILLIAMSON COUNTY OFFICIAL- RECORDS AND SAID
0.687 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a 'h" iron rod found, being on the south line of U.S. 79 (right -of-
way width varies) at the northwest corner of the said 3.349 Acre Tract of land,
being the northwest comer and POINT OF BEGINNING hereof from which a
%" iron pipe found for the' northwest comer of that called 6.293 Acre Tract of
land as described in Exhibit "A" of that Warranty Deed with Vendor's Lien to M
& M Equities IV, Inc. as recorded in Document Number 199963931 of the
Williamson County Official Records bears, S 79° 37' 01" W a distance of
512.55 feet;
THENCE with the north line of the said 3.349 Acre Tract, being the said south
line of U.S. 79, N 78° 43' 05" E for a distance of 31.02 feet to the northeast
corner hereof, from which a 14" iron rod found on the north line of the said
3349 Acre Tract of land bears, N 78° 43' 05" E a distance of 96.34 feet;
THENCE in part through the interior of the said 3.349 Acre Tract of land and in
part with the east line of the said 3.349 Acre Tract of land, S 03° 27' 32" W
passing at a distance of 412.74 feet an angle point on the said east line of the
3.349 Acre Tract and continuing for a total distance of 477.17 feet to an angle
point hereof;
THENCE continuing with the said east line of the 3.349 Acre Tract of land the
following three (3) courses:
1. S 11° 10' 29" W for a distance of 235.37 feet to an angle point
hereo
Highland Management, Inc.
0.687 Acre Tract
Page 2 of 5
2. S 19° 56' 22" W for a distance of 137.59 feet to an angle point
hereof, and
3. S 37° 20' 18" W for a distance of 109.04 feet to the most southerly
southeast comer of the said 3.349 Acre Tract, being on the north
line of that called 200 foot wide right -of -way as described in that
Right of Way Deed to 1ntemation & Great Northern Railroad
Company (I & G N Railroad) as recorded in Volume 17, Page 617
of the Williamson County Official Records, for the southeast
corner hereof;
THENCE with a south line of the said 3.349 Acre Tract of land, being the said
north line of the I & G N Railroad right -of -way, S 53° 41' 03" W fora distance of
106.60 feet to the southwest corner of the said 3.349 Acre Tract of land, being on
the east line of that called 4.980 Acre Tract of land as described in Exhibit `B" of
the said Warranty Deed with Vendor's Lien to M & M Equities IV, Inc., being the
southwest corner hereof, from which a %i" iron rod found for an angle point on the
said east line of the 4.980 Acre Tract of land bears, S 37° 20' 18" W for a distance
of 15.33 feet;
THENCE with the west line of the said 3.349 Acre Tract of land, being in part
with the said east line of the 4.980 Acre Tract of land and in part with the
6.293 Acre Tract of land, the following four (4) courses:
1. N 37° 20' 18" E for a distance of 206.74 feet to a 'W' iron rod
found for an angle point hereof,
2. N 19° 56' 22" E for a distance of 130.71 feet to a V2" iron rod
found for an angle point hereof,
3. N 11° 10' 29" E for a distance of 231.04 feet to a Vz" iron rod
found for the northeast corner of the said 4.980 Acre Tract of land,
being the southeast corner of the said 6.293 Acre Tract of land,
being for an angle point hereof, and
Highland Management, Inc.
0.687 Acre Tract
Page 3 of 5
4. N 03° 27' 32" E for a distance of 467.25 feet to the POINT OF
BEGINNING hereof and containing 0.687 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land S
BAKER- AICKLEN & ASSOCIA
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No. 05972-005 -25
File Name: w:1PROJECTMLEWISIDOCNO FSITEISKE[CHESIHIONSOUTH.doc
RECORDERS MEMORANDUM
All or part of the text on this page was not
clearly legible for satisfactory recordation.
June 13.2002
Dated
NUMBER
DIRECTION
DISTANCE •
LI
N 78 E
3L02'
L9
N 78 E
96.34'
LIO
N 78 E
127.36'
UU
S 03.27'32` W
64.43'
L13
N 58•04'05' E
4,71'
U4
S 62•03'4r E
4.34'
SKETCH TO ACCOMPANY DESCRIPTION I
SCALE: I" = 100'
PAGE 4 OF 5
LEGEND
• I /2" IRON ROD FOUND (EXCEPT AS NOTED)
O IRON PIPE FOUND (SIZE NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
— •• — PROPOSED WASTEWATER LINE
Exlr f ' 9 f r
POINT OF BEGINNING
(LS ry9 ES)
01.0.1r- R '
- VA
•37 � a �1255 R p W .
3/4" �r EXISTING U S. 79
/, ‘ • • 30.00'
0v G G� J,.
A�0�
• A1-
i s/ NV
Y'
M 2 N EOUTTES 7V, 84C.
CALLED 5.293 ACRE
EXHIBIT "A
DOC. N0. 199953931
3f MA TCyLINf
PAGE. 5 Or 5
r
r
W
ti
a
9
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
WAPROJECTALEWISWI MOFFSITE■SKETCHEAmou soOmOri (4 OF 51 An. a, zooz - 7:24«n
HIGILAND MANAGEMENT INC.
...��..... CALLED 3.349 ACRES
•
. EXHIBIT it
C. DWIGHT LAMB
AND WIFE,
J NANCY J. LAMB
CALLED 2.258 ACRES
2.545 ACRES LESS
0.287 ACRE
VOL 99L Pq 618
1
VOL 1406, P6, 721
(NOT To SCALE) , PK NAIL
RPLS /4626
L9
HIGHLANO MANAGEMENT, INC.
l CALLED 20268 ACRES
EX1OEIT A ;
VOL 1168, PG. 508
■
FILENAME: HIGH- SOUTH.DWG
DATE: JUNE - AUGUST, 2001
JOB 1104 0597 -2- 005 -25
8Y: TJR
fl Baker-AIckIon
& Associates, Inc.
Engineers /Surveyors
NUMBER
DIRECTION
DISTANCE
L2
S ric 29' W
235.37'
L3
S19•56'22' W
137.59'
L4
S 37.2078• W
109.04'
L5
S 53.41'03' W
106.60'
16
N 37 E
206.74'
L7
N 19•56'22'E
130.71'
1.0
N IPIO 29' E
23L04'
LN
S 03.27'32' W
64.43'
L12
S 372078" W
15.33'
SKETCH TO ACCOMPANY DESCRIPTION
ITA PROJECTS, LEW /S W rGIOFFS?tISKETP16S,166H- SOUTHO V6 15 of 5)
A
MA rci .. __
GE 4 or 5
S EE PA
HIGHLAND NANAGENENT, INC.
/ f CALLED 3.349 ACRES
EXHIBIT 'A'.
N f. N EGWTES N, INC. / -• 411, b VOL. 1406. PG. 727
DOC NO. 199963931 /
:1J:• e�oti.} �'.
;v p44L! 1
+u.a3
CALLED 5.293 ACRES
. '° , l �, �P��s0 J 91 4
30.0 .... ` l / C G� 0 ` '
NANCY J. LAPS S
CALLED 2.258 ACRES ./. �0
O
2.515 ACRES LESS 0.287 ACRE_
Y. 8 H EMOTES 15. INC. VOL. 991, PO. 615 /
CALLED 8.980 ACRES Ja
£x,69IT "S', ? ' @'- j 1 -
DOC. HD. 1.9963931 : / Y
? \ yv
LEGEND
• I /2• IRON ROD FOUND (EXCEPT AS NOTED)
O IRON PIPE FOUND (SIZE NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
— ••-+ — PROPOSED WASTEWATER LINE
0.8002 - 724am
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
- MAD 83, CENTRAL ZONE.
FILENAME HIGH- SOUTHDWG
DATE JUNE - AUGUST. 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
SCALE: 1' = 100'
PAGE 5 OF 5
Baker- Alcklen
& Associates, Inc.
Eng1neers/Surreyors
FILED AND RECORDED
OFFICIAL PUBLIC RECORDS
06- 26- 2003 03:58 PM 2003059777
ANDERSON $23.00
NANCY E. RISTER COUNTY CLERK
WILLIAMSON COUNTY' TEXAS
• 4
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
00053336.WPD
RELEASE OF EASEMENT
2003059779 6 1=• 9s
KNOW ALL BY THESE PRESENTS:
That the CITY OF ROUND ROCK, TEXAS, a municipal corporation situated in the Counties of
Travis and Williamson in the State of Texas for and in consideration of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration paidbyM &M EQUITIES IV, INC., a Texas Corporation
the receipt and sufficiency of which is hereby acknowledged, does hereby ABANDON, RELEASE and
DISCHARGE the below- described easement previously granted to the City of Round Rock, Texas, by M &M
Equities IV, Inc. in an instrument dated March 11, 2003, and recorded under Document No. 2003043621,
Official Public Records of Williamson County, Texas, and re- recorded under Document No. 2003047965,
Official Public Records of Williamson County, Texas, to -wit:
See Exhibit "A" attached hereto and made a part hereof, describing 3,772 square feet of land
(0.087 Acre) situated in the P.A. Holden Survey, Abstract No. 297, in Williamson County,
Texas, being a portion of that called 4.980 acre tract of land as described in Exhibit "B" of
that Warranty Deed with Vendor's Lien to M &M EQUITIES IV, INC. as recorded in
Document No. 199963931 of the Williamson County Official Records and said 3,772 square
feet of land (0.087 Acre) being more particularly described by metes and bounds as
indicated; and
See "Sketch to Accompany Description" attached hereto and made a part hereof for all
intents and purposes hereunto and in any wise pertaining, showing such easement.
This instrument is given specifically to release the described easement, which easement is terminated
by abandonment, termination, vacation, and cessation of purpose.
IN WITNESS WHEREOF, the City of Round Rock, Texas has caused this release instrument to be
executed on this the 25 day of the month of U h L , 2003.
RELEASER:
CITY OF ROUND ROCK, TEXAS
B
1
James R. Nuse, City Manager
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this the ,5' day of the month of J �,1, h e ,
2002, by James R. Nuse, City Manager for the CITY OF ROUND ROCK, Texas in the capacity and for the
purposes and consideration therein expressed.
SHERRI MONROE
Notary Public, State oI Tess
My Commisson Expires
MAY 7, 2007
AFTER RECORDING RETURN TO:
Stephan L. Sheets
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
ACKNOWLEDGMENT
—jklitaDITAS
Notary Public, State of Texas
2
M&M Equities IV, Inc.
0.087 Acre Tract
Page I of 3
1
EXHIBIT
IVA II
DESCRIPTION
FOR A 0.087 ACRE (3,772 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A HOLDEN SURVEY, ABSTRACT NO.
297, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION
OF THAT CALLED 4.980 ACRE TRACT OF LAND AS
DESCRIBED IN EXHIBIT `B" OF THAT WARRANTY DEED
WITH VENDOR'S LIEN TO M & M EQUITIES W, INC. AS
RECORDED IN DOCUMENT NO. 199963931 OF THE
WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.087 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a'/=" iron rod found, being an angle point on the east line of the
said 4.980 Acre Tract, being an angle point of the west line of that called
3.349 Acre Tract of land as described in Exhibit "A" of that Warranty Deed to
Highland Management, Inc. as recorded in Volume 1406, Page 721 of the
Williamson County Official Records, for an angle point on the east line and
POINT OF BEGINNING hereof,
THENCE with the said east line of the 4.980 Acre Tract being the said west line
of the 3.349 Acre Tract, S 37° 20' 18" W for a distance of 206.74 feet to a point
on the north line of that called 200 foot wide right -of -way as described in that
Right of Way Deed to International & Great Northern Railroad Company
(I & G N Railroad) as recorded in Volume 17, Page 617 of the Williamson
County Official Records, being the southwest corner of the said 3.349 Acre Tract,
for the southeast corner hereof; from which a'h" iron rod found for an angle point
on the said east line of the 3349 Acre Tract bears, S 37° 20' 18" W a distance cif
15.28 feet;
THENCE through the interior of the said 4.980 Acre Tract, the following four (4)
courses:
1. with the said north line of the I & G N Raih cad right -of -way,
S 53° 41' 03" W for a distance of 23.86 feet to an angle point on
the south line hereof with the intention of being on the east line of
that called 416 square foot tract of land as described as "Tract "B"
in Exhibit "A" of that Deed Granting Easement as recorded in
Volume 1619, Page 372 of the Williamson County Official
Rebords,
M &M Equities P1, Inc.
0.087 Acre Tract
Page 2 of 3
2. with the said east line of "Tract B ", N 36° 14' 02" W for a
distance of 8.17 feet to the most north comer of the said "Tract B ",
being an angle point hereof
3. with the north line of "Tract B", S 53° 13' 32" W for a distance of
24.85 feet to the southwest comer hereof and
4. N 39° 40' 21" E for a distance of 282.86 feet to a point on the said
east line of the 4.980 Acre Tract, being the said west line of the
3.349 Acre Tract, for the north comer hereof from which a V
iron rod found for an angle point on the said east line of the
4.980 Acre Tract, being an angle point on the said west line of the
3349 Acre Tract bears, N 19° 56' 22" E a distance of 97.80 feet;
THENCE with the said east line of the 4.980 Acre Tract, being the said west line
of the 3.349 Acre Tract, S 19° 56' 22" W for a distance of 32.91 feet to the
POINT OF BEGINNING and containing 0.087 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned
�° r'a June 13.2002
Donald J. Kirby •:' d. K�RBY Dated
Registered Professional Land Sury
BAKER - AICKLEN & ASSOCIA
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244-9620
Job No.: 05972-005 -25
P0, Nam= W3PROMCIMEWIS1DOCOFFSMSKETCNESWASEQUMESIV.DOC
RE CORDERS
` ��rpartafe text on mMpa g R A� o UM
satisfactory recordation.
SKETCH TO ACCOMPANY DESCRIPTION
SCALE: 1' = 50'
PAGE 3OF3
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM.
HAD 83, CENTRAL ZONE.
NUMBER
Li
L2
L3
L4
L5
L6
DIRECTION
S 53 ° 41`03` W
N 36 ° 14'02" W
S 53 ° I3'32" W
S 19 W
S 37 ° 20'18" W
N 19 ° 56'22" E
DISTANCE
23.86'
8.17'
24.85'
32.91'
15.28'
97.80'
14 & 14 EQUITIES 11, INC.
CALLED 4.980 ACRES
EXHIBIT 73",
DOC. NO. 1
TRACT 8'
CALLED 416 SQ. OT.
WASTEWATER EASEMENT
VOL. 1619, PG. 372 •.
CALLED 86'9 FT.
•
/ WASTEWATER
EASEMENT
VOL 1878. PG. 870
■: VRWECIALEVISIOWG \OFFNTE‘SRETCHEAMMEgq sry;frg 13 OF 31 .k.. 13. 2002 - &Moo
DWIGHT LAMB AND WIFE,
NANCY J. LAMB
CALLED 2.258 ACRES
2.545 ACRES
LESS 0.287 ACRE
VOL. 9 PG. 618 -
HIGHLAND MANAGEHEN , INC.
CALLED 3.349 ACRES
EXHIBIT A' X
VOL. 1406, PG. 721
LEGEND
• I/2' IRON ROD FOUND
O WW EXISTING WASTEWATER
MANHOLE
P PROPOSED WASTEWATER
O MANHOLE
— "' — PROPOSED WASTEWATER LINE
— EXISTING WASTEWATER LINE
O'
Baker - Alcklen
& Associates, Inc.
Eugineers /Surrey°rs
0. bi S y i0 i� .11 v
L IP P
10
c,%%-' CC.* , '' � Q
FILENAME: MMEQUITIESIV.DWG
DATE: JUNE - AUGUST. 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
L4 POINT OF
/ BEGINNING
FILED AND RECERDED
OFFICIAL PUBLIC RECORDS
06 -26- 2003 - 03:58 PM 2003059779
ANDERSON $19.00
NANCY E. RISTER ,COUNTY CLERK
WILLIAMSON COUNTY, TEXAS
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
RELEASE OF EASEMENT
2003059703 2 Pgs
KNOW ALL BY THESE PRESENTS:
That the CITY OF ROUND ROCK, TEXAS, a municipal corporation situated in the Counties of
Travis and Williamson in the State of Texas for and in consideration of the sum of Ten and No /100 Dollars
($10.00) and other good and valuable consideration paid by EMI LEASING PARTNERS, L.P., a Texas
limited partnership the receipt and sufficiency of which is hereby aclmowledged, does hereby ABANDON,
RELEASE and DISCHARGE the easement previously granted to the City of Round Rock, Texas, by EMI
Leasing Partners, L.P. in an instrument dated March 20, 2003, and recorded under Document No.
2003043622, Official Public Records of Williamson County, Texas.
This instrument is given specifically to release the easement referenced, which easement is
terminated by abandonment, termination, vacation, and cessation of purpose.
IN WITNESS WHEREOF, the City of Round Rock, Texas has caused this release instrument to be
executed on this the 2 5 day of the month of , 2003.
00052338.WPD
RELEASER:
CITY OF ROUND ROCK, TEXAS
1
James R. Nuse, City Manager
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this the5 day of the month of u h CJ
2002, by James R. Nuse, City Manager for the CITY OF ROUND ROCK, Texas in the capacity and for the
purposes and consideration therein expressed.
Of
SHERRI MONROE
Notary Pubic, State of Texas
My Commission Expires
MAY 7, 2007
AFTER RECORDING RETURN TO:
Stephan L. Sheets
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
ACKNOWLEDGMENT
Notary Public, State of Texas
FILED RED RODEO
OFFICIAL PUBLIC RECORDS
eAritriA
06- 26- 2003`03:58 PM 2003059783
ANDERSON $11.00
NANCY E. RISTER 'COUNTY CLERK
WILLIAMSON COUNTY' TEXAS
COST SHARING AND REIMBURSEMENT AGREEMENT
THIS COST SHARING AND REIMBURSEMENT AGREEMENT (thus "Agreement") is executed to be
effective the a7 day of iniiieCII , 2003, by and among H.E. Butt Grocery Company, a
Texas corporation ( "HEB "), FM 1460 Partners, Ltd., a Texas limited partnership ( "1460
Partners "), 54 Acres Ltd., a Texas limited partnership ( "54 Acres "), Highland
Management, Inc., a Texas corporation ( "Highland"), M &M Equities IV, Inc., a Texas
corporation ( "M&M"), EMI Leasing Partners, LP, a Texas limited partnership ( "EMI"),
Church of Christ of Round Rock, a ( "Church "), Heritage Title Company of
Austin, Inc., a Texas corporation ( "Escrow Agent"), and The City of Round Rock, a Texas
municipal corporation (the "City").
Recitals:
I. The private parties to this Agreement own property in the City of Round Rock,
Williamson County, Texas, all as generally depicted on the attached Exhibit "A ", and as
further described as follows:
A. HEB owns the following described property ( "HEB Tract "):
Approximately 102.007 acres of land out of the P.A. Holder Survey, known as the Johnson
Tract, PUD No. 53, tax parcel R055807. The HEB Tract is sometimes referred to as the
"Johnson Tract" herein.
B. 1460 Partners is the owner of the following described property ( "1460 Partners Tract "):
Approximately 6.011 acres of land out of the P.A. Holder Survey, known as the FM 1460
Partners, Ltd., tract, tax parcel R055814.
C. 54 Acres is the owner of the following described property ( "54 Acres Tract "):
Approximately 47.5 acres of land out of the P.A. Holder Survey, known as the 54 Acres,
Ltd., tract, tax parcel R055874.
D. Highland is the owner of the following two described properties:
(i) Approximately 21.852 acres of land out of the P.A. Holder Survey, known as the
Highland Management, Inc., tract, tax parcel R096219. ( "Highland North Tract ")
(ii) Approximately 14.393 acres of land out of the P.A. Holder Survey, known as the
Highland Management, Inc., tract, tax parcel R055876. ( "Highland South Tract ")
E. M &M is the owner of the following described property ( "M&M Tract ") (sometimes
referred to as the "Knox Subdivision "), which is comprised of the three following parcels:
G: \CLIENT HEBSCAANWC 79 WASTEWATER\(: OSTSHARINGANDREIMBURSEMENCAGREEMENTIO .DOC
1e- 03- 03- 027-91z
(i) Approximately 7.838 acres of land out of the P.A. Holder Survey, known as the M &M
Equities W Inc., tract, tax parcel R055816.
(ii) Approximately 1.047 acres of land out of the P.A. Holder Survey, known as the M &M
Equities N Inc., tract, tax parcel R395237.
(iii) Approximately 1.378 acres of land out of the P.A. Holder Survey, known as the M &M
Equities IV Inc., tract, tax parcel R395236.
F. EMI is the owner of the following described property (`EMI Tract"):
Approximately 10.068 acres of land out of the P.A. Holder Survey, known as the EMI
Leasing Partners, LP, tract, tax parcel R055875.
G. Church is the owner of the following described property ( "Church Tract'):
Approximately 24.011 acres of land out of the P.A. Holder Survey, known as the Church of
Christ of Round Rock, tract, tax parcel R082158.
II. The private parties want to facilitate development of their respective tracts by
constructing and/or improving water and wastewater infrastructure in the areas where their
tracts are located, and the City recognizes that such construction and improvement, which
may include oversized improvements, will help provide necessary municipal services for
such tracts and for anticipated development in the area.
III. The Water Project, the Wastewater -A Project, and the Wastewater -B Project (defined
below) infrastructure improvements to be made pursuant to this Agreement will benefit and
be primarily paid for by different combinations of the private parties, with contribution by the
City as specified herein, and the construction management, payment, and reimbursement
procedures will be the same for each of the Projects, except as maybe otherwise described in
this Agreement.
IV. This Agreement and the City's joinder herein and participation in the cost of the Projects,
as hereinafter set forth, are authorized pursuant to Vemon's Texas Codes Annotated, Local
Government Code, Subchapter C, Section 212.071 et. seq. which authorizes municipalities
with a population of 5,000 or more to make a contract with a developer for the developer to
construct public improvements related to the development and for the municipality to
participate in their cost.
V. The parties desire to enter into this Agreement to set forth certain covenants and
agreements with respect to the construction of the Projects that will serve and are related to
development of the various properties described above.
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Agreement:
NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants and benefits herein contained, HEB, 1460 Partners, 54 Acres, Highland,
M &M, EMI, the Church, and the City covenant and agree as follows:
1. Defined Terms. The following terms shall have the meanings set forth in this Section
(a) "Costs" means all soft and hard costs associated with any described Project, including,
but not limited to, engineering costs, surveying costs, attomeys fees, other consulting fees,
costs of labor, materials, and supplies, and any other similar costs or expenses, but "Costs"
do not include any costs incurred in acquiring the PVLC Easement (hereafter defined).
(b) `Developers" means HEB, 1460 Partners, 54 Acres, EMI, Highland, M &M, and the
Church, and their respective heirs, successors, and assigns, and' Developer" means any one
of the Developers.
(c) `Escrow Account" means the escrow account established with the Escrow Agent into
which funds for the construction of the Projects will be deposited by the Developers and the
City, as set forth in this Agreement, and which Escrow Account will be held and disbursed in
accordance with this Agreement and with an Escrow Agreement (herein so called) in
substantially the form as that attached hereto as Exhibit "C ".
(d) "Escrow Agent" means Heritage Title Company of Austin, Inc.
(e) "LUE" means a living unit equivalent of wastewater service (or, with regard to water
LUEs as referenced in Section 5(b) hereof, as defined in the City's Subdivision Code).
(f) "Project Engineer" means the registered engineer who is responsible for a Project or a
portion of a Project.
(g) "Project Manager" means the person or entity designated herein to manage the design,
engineering, and construction ofa Project and to perform the other duties and responsibilities
set forth in this Agreement.
(h) "Project" means collectively all, or in groups as appropriate to the context, the
Wastewater -A Project, the Wastewater -B Project, and the Water Project.
(i) "Schedule" means the Palm Valley Market Center Off -Site Improvement Cost
Participation schedule attached as Exhibit "B" hereto, setting out the number of LUEs
associated with each tract and the component and total cost participation of each party hereto
for the construction of the Projects as described in this Agreement.
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(j) "Sketch" means the drawing attached as Exhibit "A" hereto, showing the location of the
Project in relation to the tracts owned by the Developers.
(k) "Wastewater -A Project" means the design, engineering, and construction ofa fifteen inch
(15 ") and a twelve inch (12 ") wastewater line in the location shown and as identified on the
attached Sketch.
(I) "Wastewater -B Project" means the design, engineering, and construction ofa twelve inch
(12 ") wastewater line in the location shown and as identified on the attached Sketch.
(m) "Wastewater -A Project Developers" means the Developers who will participate in and
be responsible for the Wastewater -A Project, being M &M, Highland South, Highland North,
EMI, HEB, the Church, 1460 Partners, and 54 Acres.
(n) "Wastewater -B Project Developers" means the Developers who will participate in and be
responsible for the Wastewater -B Project, being HEB, 1460 Partners, and 54 Acres.
(o) "Water Project" means the design, engineering, and construction ofa twelve inch (12 ")
waterline in the location shown and as identified on the attached Sketch.
(p) "Water Project Developers" means the Developers who will participate in and be
responsible for the Water Project, being 1460 Partners, 54 Acres, Highland North, and the
Church.
2. Water and Wastewater LUE Allocations & Contributions. (a) Project Contribution.
The Developers agree that their respective contributions, as well as the number ofLUEs each
Developer has that will be served by the Project, shall be as set forth on the Schedule.
Within 15 days after the date the PVLC Easement is acquired, each Developer will deposit
its applicable contribution into the Escrow Account, such amounts being set forth on the
Schedule (with respect to each Developer and the City, its "Project Contribution "). The City
hereby agrees that as of the date of this Agreement, there is and shall be reserved to each
affected property hereunder at least the number ofLUE's ofwaterand wastewater service, as
applicable, as set forth on the Schedule, and further agrees that the City shall provide such
service conditioned only upon completion of the Project. Hall of the Project Contributions
required by this Section 2 are not deposited into the Escrow Account as described herein,
then this Agreement will be automatically terminated, and any Project Contributions
previously deposited will be returned. However, all Developers who have made their Project
Contributions may, in the exercise of their sole discretion, by written amendment to this
Agreement, agree to absorb the Project Contributions of any non - contributing Developer, and
proceed with the Project.
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(b) Funding of Contribution by the City. The City agrees that within 60 days after the
Construction Contract (as defined in Section 4.(d) hereof) for the Project is executed in
accordance with and pursuant to this Agreement, the City shall deposit with the Escrow
Agent a single lump sum payment in the amount of $91,073.37 or thirty percent (30 %) of the
total contract price, whichever amount is less as set forth on the Schedule (the "City's
Deposit "). The Escrow Agent will hold the City's Deposit and disburse for use in paying the
Costs in accordance with this Agreement and in accordance with the Escrow Agreement.
Within ten (10) business days from the date of completion of the Project and acceptance
thereof by the City, the City shall execute with the Developers a document accepting title and
ownership of the Project. For purposes of this agreement, the Project shall be completed
when the City's Director of Public Works and the Developer's Engineer certify in writing
that the work involved in the Project has been completed in accordance with the plans and
specifications for the Project.
(c) Maximum Contribution. The maximum amount of the City's Deposit shall be limited to $
91,073.37 or thirty percent (30 %) of the total contract cost, whichever amount is less.
3. Performance Bond. Pursuant to Section 212.073 of the Local Government Code, the
Developers, at their sole cost and expense, shall execute a performance bond for the
construction of the improvements to ensure completion of the Project. The bond shall be
executed by a corporate surety in accordance with chapter 2253, Government Code.
4. Project. Except and only to the extent expressly provided otherwise in this Agreement,
this Section 4 shall apply to the Wastewater -A Project, the Wastewater -B Project and the
Water Project as if set out fully in connection therewith, and where the share of costs
described are to be shared by certain Developers and/or the City, such pro rata shares shall be
as set out in the Schedule with regard to each particular project. The Project will be designed,
engineered, and constructed as set forth in this Section 4.
(a) 54 Acres, Ltd. to Act as Project Manager. The Project Manager (and any Substitute
Project Manager shall perform its obligations hereunder at no cost to the Developers. Upon
presentation of a receipt, the Project Manager shall be reimbursed from the Escrow Account
for out -of- pocket expenses directly related to the Projects, even if such expenses do not
constitute "Costs" hereunder (e.g., copying charges, filing fees, courier fees, etc.), provided,
however, that all of such out -of- pocket expenses in the aggregate may not exceed $1,000.00.
Any out -of- pocket expenses in excess of $1,000 must be approved by Developers who are
obligated to pay 65% of the Costs hereunder in the aggregate. In connection with the
Projects, the Developers hereby initially designate 54 Acres, Ltd. (John Lewis, managing
partner):
(i) to serve as the Developers' Project Manager for all aspects of the design and
construction of such Projects;
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(ii) to act as the Developers' representative and authorized agent for the performance
of all obligations of the Developers under this Agreement, for issuance and receipt of
notices to and from the Developers under this Agreement, and for receipt of all
escrowed funds under this Agreement and for proper distribution of same.
(b) Design and Engineering of Proiect. Project Manager has engaged the services ofBaker-
Aicklen & Associates, Inc. ("Engineer") to design and engineer the Projects and to prepare
the construction plans for the Project (the "Plans "). The City has reviewed and approved the
Plans, identified at the City as "Patin Valley Market Center — Offsite Water/Wastewater
Improvements" and a copy of which is available at the City's Public Works Department.
(c) Acquisition of Right -of -Way. As set forth in Section 12 hereof, the Developers will grant
certain easements identified by the Project Engineer as necessary for the construction of the
Project. The Developers will grant other easements as needed if the Project Engineer
demonstrates that such easements are necessary for the construction of the Project. The City
agrees to pursue acquisition of an easement across the property of the Palm Valley Lutheran
Church (the "PVLC Easement ") for purposes of constructing and/or completing a water line
"loop" to connect to the Water Project. The Developers and the City assume that the PVLC
Easement, and any other easements necessary for the Project can be obtained without cost. If
the PVLC Easement can not be obtained without cost within 30 days after the effective date
of this Agreement, this Agreement will terminate, unless the City and all of the Developers
agree to a written amendment to this Agreement allocating the cost of the acquisition of the
PVLC Easement.
(d) Construction Contract. Subject to the acquisition of the PVLC Easement and Developers
first depositing their respective share of the Costs into the Escrow Account, pursuant to
Section 2 hereof, and then promptly thereafter, the Project Manager will enter into a
Construction Contract (the "Construction Contract") with the selected bidder for the
construction of the Project, for a contract amount estimated to be $578,130.50. The Project
Manager shall solicit bids for the Construction Contract, and shall choose the low bid from at
least three (3) bids from qualified bidders. If the Project Manager wants to accept other than
the low bid, such other bid must be approved by at least that number of Developers who are
obligated to pay 65% of the Costs hereunder in the aggregate. The Construction Contract
shall be a fixed price contract. The contractor to which the Construction Contract is awarded
by the Project Manager shall obtain and maintain an adequate payment and performance
bond for the Project.
(e) Commencement of Construction. Promptly upon execution of the Construction Contract,
the Project Manager shall cause the contractor to commence and diligently prosecute the
construction of the Project pursuant to the Plans. Such construction shall commence no later
than June 1, 2003, and once commenced, construction of the Project shall be diligently
pursued to completion, in any event no later than November 30, 2003. If construction has
not commenced or been completed by those dates, then the Developers may select a
Substitute Project Manager pursuant to Section 4(g) hereof.
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(f) Project Manager's Responsibilities. During the course of construction of the Project, the
Project Manager will, or will cause the Project Engineer to:
(i) monitor activities of the construction contractor and the progress of construction
of the Project to encourage the timely and efficient completion of the Project
following the approved Plans and construction schedule, subject to force majeure;
(ii) review inspection reports, conduct field inspections, and coordinate with
approved inspectors and the contractor to cure defects and deficiencies in the
construction before final acceptance;
(iii) arrange and observe with the contractor all acceptance testing and notify the City
and the Project Engineer of the conduct of the same;
(iv) notify the City and the Project Engineer of defects and deficiencies found in the
work and instruct the contractor to correct such defects and deficiencies;
(v) ensure access and permit the City's inspectors and other authorized
representatives to inspect the construction at all times during the construction and the
contractor's one year warranty period following construction;
(vi) review change orders, and submit change order requests along with the Project
Engineer's recommendations to the City, as described and required in Section 6(c)
hereof;
(vii) prepare certificates of substantial completion for execution by the construction
contractor and for Project Engineer concurrence; submit to the contractor a list of
observed items requiring completion or correction;
(viii) conduct and coordinate final inspection of the Project in the presence of the
Project Engineer and the City inspector; transmit a final list of items to be completed
or repaired to the contractor, and confirm that the contractor has corrected the items
to be completed or repaired;
(ix) arrange preparation of a certificate ofproject completion by the Project Engineer
according to contract documents and approved change orders, and submit it to the
City for review and approval of a concurrence letter;
(x) within 30 days after final completion and prior to acceptance of the Project by the
City for ownership and maintenance, provide to the City as -built drawings for the
Project prepared and duly sealed by the Project Engineer;
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(xi) prior to acceptance of the Project by the City for ownership and maintenance
assign all warranties, guarantees, maintenance bonds, or like assurances of
performance to the City; and
(xii) make timely payment to the Project Engineer and construction contractor for
work performed in accordance with the Construction Contract in connection with the
Project.
(g) Substitute Proiect Manager. In the event 54 Acres, Ltd. resigns or is disqualified from
continuing its service as Project Manager, its replacement shall be designated pursuant to this
Section 4(g). The City and each Developer agree that 54 Acres, Ltd. shall become
disqualified to continue its service as Project Manager if John Lewis ceases being the
managing partner of 54 Acres, Ltd. or if 54 Acres, Ltd. (a) sells all of the 54 Acres Tract, (b)
is subject to receivership, liquidation, insolvency, or bankruptcy, (c) is abolished, dissolved,
terminated, or wound up, or (d) fails or refuses to cure a default under this Agreement within
twenty (20) days of the City's or a Developer's notice to it concerning such default (or, if
such default is not susceptible to cure within 20 days, fails to commence such a cure within
20 days and thereafter to diligently pursue such cure to completion, in any event no later than
seventy (70) days after the City's or a Developer's notice of default). In the event that 54
Acres, Ltd. resigns or is disqualified from continuing its service as Project Manager as set out
in this Section 4(g), then the parties to this Agreement, other than (i) 54 Acres, Ltd. (if it has
been disqualified) and (ii) the City, may vote for a Substitute Project Manager as follows:
each party entitled to vote that wants to vote shall notify each other party of its choice for
Substitute Project Manager by faxing notice of such choice to the other parties hereunder
within five (5) days of receiving notice of the disqualification of 54 Acres, Ltd. hereunder,
each party hereto that is entitled to vote may, during the next 5 days, vote for one of the
noticed substitute nominees, and such voting party shall have one vote to cast for Substitute
Project Manager for each whole dollar of such party's Costs obligation hereunder. The
person or entity that receives at least 65% of the votes cast within such five (5) day period
shall become the Substitute Project Manager hereunder. Immediately upon such election, the
authority and obligations of "Project Manager" under this Agreement shall vest, without the
necessity of further action by or consent of the parties hereto, in such elected Substitute
Project Manager, subject to and in accordance with the provisions of this Agreement at all
times, until such time as the Substitute Project Manager resigns or is otherwise disqualified
hereunder. Each successive Substitute Project Manager shall be elected in the same way,
with only the City and the previous parties that have served but been disqualified as Project
Manager or Substitute Project Manager not entitled to vote. (Parties that have resigned but
that have not been disqualified as Project Manager or Substitute Project Manager hereunder,
and that have made their respective Project Contribution, are not disqualified from voting as
a consequence only of such resignation.) No Party hereto may become Substitute Project
Manager if that Party has not paid its Project Contribution.
(h) Unified Project. Notwithstanding any provision of this Agreement to the contrary, the
Construction Contract will provide for construction of all of the projects, the Project
Engineer and Project Manager shall perform the duties assigned to them under this
8
Agreement with regard to all of the projects, and the Contributions for all of the projects shall
be deposited at the same time as set forth herein.
5. City Agreements. In addition to the covenants and agreements by the City set forth in
other provisions of this Agreement, the City covenants and agrees as follows:
(a) Expedited Inspection and Review. The City agrees to expedite the review of all Plans
submitted for the Project, and further agrees to promptly inspect and accept the Project
during and after construction, subject to the terms and conditions hereof including the
requirement that the Project be built according to the Plans.
6. Funding and Reimbursement of Project Costs; Construction Costs Oversight.
(a) Estimated Proiect Costs. The Developers have estimated the total Engineering,
Surveying, and Construction Costs (as defined in Section 1.a hereof) for the Project to be
$683,130.50.
(b) Developers' Agreement to Fund Design and Construction of Project. Subject to the City's
agreement to pay the share of the Costs set out on the Schedule in accordance with the
provisions of this Agreement, the Developers agree to fund and timely pay the Costs
associated with the engineering, design, construction, financing, accounting, project
management, inspection, legal services and other costs associated with the completion of the
Project in accordance with this Agreement. The Developers agree that the Project Manager
may withdraw funds from the Escrow Account to pay Costs associated with the Project upon
submission to the Escrow Agent of a draw request certified to the Developers by the Project
Engineer, including lien waivers and certification that the work for which the draw is
submitted has been completed in accordance with the Plans. Notwithstanding any other
provision of this Agreement to the contrary, Escrow Agent shall retain ten percent (10 %) of
the amount of the Construction Contract as statutory retainage, which 10% retainage shall not
be released to the Project Manager for disbursement until the later of (i) acceptance of the
Project by the City, or (ii) 31 days after completion of the Project. Upon completion and
acceptance by the City of the Project, and payment of all of the Costs, but in any event no
sooner than ten (10) days or later than fifteen (15) days after such acceptance by the City, the
Project Manager shall instruct the Escrow Agent to disburse any remaining escrowed funds
to the Developers and the City in the same proportion that each party's initial deposit bore to
the total deposited amount for payment of the Costs.
(c) Change Orders. During the course of construction of the Project, the Project Manager
will, or will cause the Project Engineer to, review all change orders to the Construction
Contract and/or the Plans that either (1) are greater than $2,000.00, (2) when added to all
prior change orders exceed five percent (5 %) of the contract amount under the Construction
Contract, or (3) exceed five percent (5 %) of the line item cost for such item as set out in the
9
Construction Contract (provided, however, that changes that [x] are greater than $10,000.00,
[y] exceed 10% of the total Construction Contract amount, or [z] exceed 10% of any line
item must be approved by as many Developers as are obligated for at least 65% of the Costs
for the portion of the affected Project as set out on the Schedule), and in any case submit
such change orders along with the Project Engineer's recommendations to the City for review
and approval, which approval will not be unreasonably withheld or delayed. The Project
Manager will also prohibit work on change orders that the City has not approved unless
required for an emergency, and will take appropriate steps to insure those change orders,
either singly or in accumulation with those so approved, do not increase the construction
Costs by more than twenty percent (20%).
(d) Report of Project Costs Required. Quarterly during the construction of the Project, and
within thirty (30) days of the City's written final acceptance of the Project, the Project
Manager will submit a written report to the Developers and the City of the total Costs
incurred for the Project to date that includes supporting information documenting all amounts
paid and verifying that the Project Manager has complied with the requirements of this
Agreement in the construction of the Project.
7. Construction Shortfalls; Excess Funds.
(a) Shortfalls and Advances. If during the course of construction there are insufficient funds
in the applicable Escrow Account to pay for the Costs of construction of any project (a
"Shortfall"), then upon the Project Manager's written request for payment of the Shortfall (i)
the applicable Developers shall deposit sums equaling the Shortfall in the aggregate, pro rata
based upon the Developers' respective initial applicable Project Contributions, into the
Escrow Account to pay for such Shortfall, or (ii) any Developer may elect to fund such a
Shortfall (any such funding, an `Advance ").
(b) Withdrawal. If a Developer has not deposited its share of the Shortfall within twenty (20)
days after the Project Manager's notice of the Shortfall and request for payment, then the
Project Manager shall send a second notice to such Developer requesting the payment of that
Developer's share of the Shortfall again, and notifying that Developer of the consequences of
deemed withdrawal hereunder if its share of the Shortfall is not deposited within 10 days
after the date of such second notice. If a Developer has not deposited its share of the
Shortfall by the end of such 10-day period, then that Developer shall be deemed to have
withdrawn from this Agreement. A Developer that is deemed to have withdrawn pursuant to
this Section 7(b) shall not be entitled to receive service pursuant to this Agreement, but,
rather, shall receive water /wastewater service from the City, if at all, pursuant to all terms
and conditions lawfully imposed by the City for such service.
(c) Reimbursement of Advances. The Project Manager shall, in cooperation with the Escrow
Agent, keep accounts of any Advance made by any Developer in excess of such Developer's
Project Contribution. Excess Advances made by any Developer during the course of a
project shall be reimbursed to such Developer pro rata from subsequent payments made by
1 0
the other Developers who did not participate in the Advance, or if the Advance has not then
been reimbursed in full, from any excess Contributions in the Escrow Account after the
Project is complete prior to any such excess Contributions being returned to the Developers
pro rata.
8. Ownership of Facilities. From and after the time of fmal completion of the Project by
Developers and City's final acceptance of same, the City will own, operate, and maintain the
Project so accepted and the City shall be responsible for all costs associated with the
ownership, operation and maintenance of same.
(a) Transfer Documents. Prior to final acceptance of the Project, the Developers agree to
execute and deliver to the City, without warranty, such bills of sale, assignments, or other
instruments of transfer requested by the City, in a form and content acceptable to the City's
attomey, to evidence the City's ownership of same. Within said 30 -day period, the
Developers will also deliver to the City all bonds, warranties, guarantees and other
assurances of performance, record drawings, easements, project manuals and all other
documentation related to that Project that is within the custody and control of Developers.
(b) Liens. The Project Manager will make timely payment to the engineers and contractors
for all Costs of the work and for all materials and services relating to the Project. The
Developers and the Project Manager will not cause, suffer, or permit the filing, perfection, or
execution of any lien or other encumbrance against the Project, any Developer's property, or
any portion thereof. If any lien or other encumbrance is filed against the Project, or any
portion thereof, due to work performed or materials furnished by or at the request of the
Developers, the Developers will cause the same to be fully discharged and released of record
by payment, deposit, bond, or order of a court of competent jurisdiction or otherwise. The
Developers will secure the release of the lien or other encumbrance within ninety (90) days
after the filing or perfection thereof, unless the parties mutually agree in writing to additional
time. The Developers agree that the City will not accept any improvement burdened by any
lien or other encumbrance. Notwithstanding any provision of this Section 8.b to the contrary,
the Project Manager shall be solely responsible for securing the release of any lien on any
Developer's property resulting from the act or omission of the Project Manager.
9. Provision of Service from the Project. The parties agree that, from and after final
acceptance of the Project (or applicable phase thereof) by the City, the City will provide
utility service to customers within the Property subject to the conditions stated in this
Agreement and the City's policies and ordinances, as amended, provided, however, that none
of such policies or ordinances shall be construed or implemented to reduce the level of water
or wastewater service to any property covered by this Agreement from the level of service
described herein.
10. [intentionally omitted]
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11. No Partnership. The Developers are not partners or joint venturers. This Agreement will
not be construed in any form or manner to establish a partnership, joint venture or agency,
express or implied, nor any employer- employee or borrowed servant relationship by and
among the parties, or any two or more of them.
12. Covenant of Cooperation; Easements. Each of the Developers shall grant easements to
the City at no charge across their respective properties in the locations shown on the Sketch
and as more particularly described in the metes and bounds descriptions and drawings
attached collectively as Exhibit "D" hereto, and on the easement form attached as Exhibit
"E" hereto. The easements required by this Section 12 shall be executed and delivered into
escrow with the Escrow Agent at the same time as the Project Contributions are required
under Section 2, and shall subsequently be delivered to the City by the Escrow Agent upon
the conveyance of the Project to the City (as described in Section 8 of this Agreement). If all
of the easements required by this Section 12 are not delivered into escrow as required by this
Section 12, then this Agreement shall terminate.
13. Notice. All notices, demands and requests which may be given or which are required to
be given by either party to the other, and any exercise of a right of termination provided by
this Contract, shall be in writing and shall be deemed effective when: (i) personally delivered
to the intended recipient; (ii) two (2) days after being sent, by certified or registered mail,
return receipt requested, addressed to the intended recipient at the address specified below;
(iii) delivered in person to the address set forth below for the party to whom the notice was
given; (iv) deposited into the custody of a recognized overnight delivery service such as
Federal Express Corporation, Emery, or Lone Star Overnight, addressed to such party at the
address specified below; or (v) sent by facsimile, telegram or telex, provided that receipt for
such facsimile, telegram or telex is verified by the sender and followed by a notice sent in
accordance with one of the other provisions set forth above. For purposes of this Section 13,
the addresses of the parties for all notices are as follows (unless changed by similar notice in
writing given by the particular person whose address is to be changed):
If to HEB-
H. E. Butt Grocery Company
646 South Main
San Antonio, Texas 78204
Attn: Eric Moede
Phone: 210.938 -8070; Fax: 210.938 -7788
E-mail. moede.eric @heb.com
With copy to: Steven C. Metcalfe
301 Congress Avenue, Suite 2100
Austin, Texas 78701
Phone: 512.404 -2209; Fax:512.404 -2244
E -mail: scm @lawdsw.com
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If to 1460 Partners:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 78703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
E -mail: lewis@austin.rr.com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512/476 -1825
E -mail: srperry@sneedvine.com
If to 54 Acres:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 78703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
E -mail: lewis @austin.rr.com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512.476 -1825
E -mail: srperry@sneedvine.com
If to Highland:
Highland Resources, Inc.
211 East 7th Street, Suite 709
Austin, Texas 78701
Attn: David Bodenman
Phone: 512.474 -6491; Fax: 512.477 -2472
E -mail: davidcb @onr.com
With copy to:
Alan Haywood
Graves Dougherty Hearon & Moody
515 Congress Avenue
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Austin, Texas 78701
Phone: 512.480 -5600; Fax: 512.478 -1976
E -mail: ahaywood @gdhm.com
If to M &M:
1100 Gattis School Road, Suite 300B
Round Rock, Texas 78664
Attn: Marvin Henderson
Phone: 512. 388 -1312; Fax: 512.
E -mail:
If to EMI:
1303 W. Industrial
Round Rock, Texas 78681
Attn: Jeff Link
Phone: 512.244 -3371; Fax: 512.
E -mail:
If to Church:
2401 E. Palm Valley Boulevard
Round Rock, Texas 78664
Attn: Jim Krebs
Phone: 512.388 -5925; Fax: 512.246 -8214
E -mail:
If to the City
City of Round Rock
Attn: Mr. Jim Nuse
Phone: 512.218 -5555; Fax: 512.218 -5563
E -mail:
With copy to: Steve Sheets, Esq.
Sheets & Crossfield, L.L.P.
309 East Main Street
Round Rock, Texas 78644
Phone: 512.255.8877; Fax: 512.255.8986
E -mail: ssheets @sheets - crossfield.com
If to Escrow Agent:
Heritage Title Company of Austin, Inc.
98 San Jacinto Boulevard, Suite 400
Austin, Texas 78701
Phone: 512.505.5000; Fax: 512.505.5024
Attn: Nancy Grasshoff
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14. Miscellaneous.
(a) Force Majeure. If, by reasons of Force Majeure, any party will be rendered wholly or
partially unable to carry out its obligations under this Agreement after its effective date, then
such party will give written notice of the particulars of such Force Majeure to the other party
or parties within a reasonable time after the occurrence of it. They will suspend the
obligations of the party giving such notice, to the extent affected by such Force Majeure,
during the continuance of the inability claimed and for no longer period, and any such party
will in good faith exercise its best efforts to remove and overcome such inability. The term
"Force Majeure" as utilized in this Agreement will mean and refer to acts of God; strikes,
lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the
government of the United States, the State of Texas, or any other civil or military authority;
insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes; storms;
floods; washouts; other natural disasters; arrests; restraint of government and people; civil
disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other
causes not reasonably within the control of the party claiming such inability.
(b) Venue. Venue for any suit arising under this Agreement will be in Williamson County,
Texas.
(c) Assignment. No party may assign its rights and obligations under this Agreement without
the prior written consent of the other parties, which consent shall not be unreasonably
withheld, conditioned, or delayed, except that a Developer may assign its rights under this
Agreement to a party that acquires all or a part of that Developer's property covered by this
Agreement (and the assigning Developer shall not be released from its liabilities hereunder as
a result of such assignment).
(d) Texas Law to Apply. THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS OF THE PARTIES CREATED BY
THE CONTRACT ARE PERFORMABLE IN WILLIAMSON COUNTY, TEXAS.
(e) Parties Bound. This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective heirs, executors, administrators, personal
representatives, legal representatives, successors and assigns.
(f) Legal Construction. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of the
Agreement, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in the Agreement.
1.5
(g) Gender. Words of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to include the
plural, and vice versa, unless the context requires otherwise.
(h) Multiple Counterparts. This Agreement may be executed in a number of identical
counterparts which, taken together, shall constitute collectively one (1) agreement; but in
making proof of this Agreement, it shall not be necessary to produce or account for more
than one such counterpart.
alf any action at law or in equity, including an action for declaratory relief, is brought to
enforce or interpret any provision of this agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees, costs of court and reasonable costs incurred to maintain
such action, from the other party, which fees may be set by the Court in the trial of such an
action or may be enforced in a separate action brought for that purpose, and which fees shall
be in addition to any other relief which may be awarded.
(j) This agreement shall inure only to the benefit of the parties hereto. No other person or
entity shall be considered as a beneficiary of this agreement.
16
Executed to be effective , 2002.
H.E.Butt Grocery Company
By:
Name:
Title:
FM 1460 Partners, Ltd.
By: , its general partner
By:
Name:
Title:
54 Acres Ltd.
By: , its general partner
By:
Name:
Title:
Highland Management, Inc.
By
Name:
Title:
M &M Equities IV, Inc.
By
Name:
Title:
EMI Leasing Partners, LP
By: , its general partner
By:
Name:
Title:
Church of Christ of Round Rock
17
By:
Name:
Title:
The Ci
+f : .. Roc
By: f/ l9 / �.
iv ytg
Title: mAyr
Exhibit "A" Sketch
Exhibit `B" Schedule
Exhibit "C" Escrow Agreement
Exhibit "D" Easements
Exhibit "E" Easement Form
18
Accepted as to escrow arrangements:
Heritage Title Company of Austin, Inc.
By:
Name:
Title:
19
7 IC m 1uwO
I 2:911111 � . cam
2E9 AC
323 WEN
02u A
IMO
0- - -- 0
0— —O
• avm
15121 2449620
11uRM
SCAM I 5ar
PROP 12'!
PROP 1t -15' DR
BAKER- A1CKLEN
& ASSOCIATES, INC.
ENGINEERS /SURVEYORS
03 E. MAIN ST., SUITE 201 ROUND ROCK, TEXAS 78664
P10212! 1119 011 10/23/02 BY CROW
Summary
Water
Wastewater
Total
Church Tract
$58,944.66
$32,833.02
$91,777.69
Johnson Tract
$0.00
5165,784.27
$165,784.27
Highland North
$39,554.97
$93,917.02
$133.471.99
Highland South
$0.00
$5,223.46
$5,223.46
54 Acre
$81,824.50
$59,501.93
$141,326.43
1460 Partners
$33,350.27
$3,974.38
$37,324.65
Knox Subdivision
$0.00
$4,527.00
$4,527.00
EMI Leasing
$0.00
$12,621.65
$12,621.65
CORR
$49,715.17
$41,358.20
$91,073.37
_
Total
$263,389.57
$419,740.93 1
$683,130.50
Project
Water
Wastewater
Total
Construction
$222,905.50
$355,225.00
$578,130.50
Engineering / Surveying
$34,700.63
$55,299.37.
$90,000.00
Legal
$5,783.44
$9,216.56
$15,000.00
Total
$263,389.57
$419,740.93
5683,130.50
Exhibit B
Water Participants Frontage Percentage Cost
Church Tract 760 22.38% $58,944.66
Highland North 510 15.02% $39,554.97
54 Acre 1055 31.07% $81,824.50
1460 Partners 430 12.66% $33,350.27
CORR (Palm Valley Lutheran
Church and R.O.W. Frontage) 641 18.88% $49,715.17
Total 3396 $263,389.57
WW -A (16 +00 21 +04) I 33.99% of WW
CORR (oversize 8" to 15 ") 11o4LF • 71N $2.60 /(LF IN)
Remaining Cost
LUE Percentage Cost
Church Tract 48 - 3.41% $4,178.77
Johnson Tract 690 49.01% $60,069.76
Highland North 226 16.05% $19,675.02
Highland South 60 4.26% $5,223.46
54 Acre 252 17.90% $21,938.52
1460 Partners 20 1.42% $1,741.15
Knox Subdivision 52 169% 54,527.00
EMI Leasing 60 426% $5,223.46
Total 1408 $122,577.14
WW -A (21+04- 23 +03) I 14.85% of WW
CORR (OVersiZe 8" to 15") 199LF' 7 IN ' $2.60 /(LF IN)
Remaining Cost
LUE Percentage Cost
Church Tract 48 170% $2,174.43
Johnson Tract 690 53.24% $31,257.49
Highland North 226 17.44% $10,237.96
54 Acre 252 19.44% $11,415.78
1460 Partners 20 1.54% $906.01
EMI Leasing 60 4.63% $2,718.04
Total 1296 $58,709.73
Page 1 of 2
$142,669.94
($20,092.80)
$122,577.14
$62,331.53
($3.621.80)
558,709.73
WW -A (23+03- 29 +73)
ORR (oversize 8' to 12) 670LF "4 84 • $2.60 /(LF IN) ($6,968.00)
Remaining Cost $45,709.49
LUE Percentage Cost
Church Tract 48 8.19% $3,744.12
Highland North 226 38.57% $17,628.57
54 Acre 252 43.00% $19,656.64
EMI Leasing 60 10.24% $4,680.15
Total 586 545,709.49
WW -A (28 +73- 36 +01) 1
CORR (oversize 8" to 12 ")
CORR (oversize 8" to 10 ")
Church Tract
Highland North
Total
WW -B (40 +00 - 43 +78)
WW-B (43 +78 - 46 +25)
CORR (oversize 8" to 12 ")
WW -B (46 +25- 50 +41)
(no oversize)
Exhibit B
12.55% of WW $52,677.49
14.39% of WW
175LF '4 IN $2.801(17 IN)
453LF' 2 IN ' $260 /(LF IN)
LUE Percentage Cost
48 17.52%
226
274
6.84 %ofWW
Page 2 of 2
82.48%
CORR (oversize 8" to 12 ") 378LF' 4 IN' 32.601(17 IN)
$60,400.
(51,820.00)
($2,355.60)
$56,225.12
$9,849.66
$46,375.46
556,225.12
WW -A (36 +01 •end) I
(no oversize)
3.07% of WW $12,886.05
LUE Percentage Cost
Church Tract
48 100.00% $12,886.05
Total
48 $12,886.05
$28,710.28
($3,931.20)
$24,779.08
LUE Percentage Cost
54 Acre 252 26.20% $6,490.99
1460 Partners 20 2.08% $515.16
Johnson Tract 690 71.73% $17,772.94
Total 962 $24,779.08
7.48% of WW $31,396.62
247LF • 4 IN' $260 /(LF IN) (52,568.80)
$28,827.82
LUE Percentage Cost
1460 Partners 20 2.82% $812.05
Johnson Tract 690 97.18% $28,015.77
Total 710 $28,827.82
6.83% of WW $28,668.31
LUE Percentage Cost
Johnson Tract 690 100.00% $28,668.31
Total 690 $28,668.31
ESCROW AGREEMENT
EXHIBIT C
This Escrow Agreement ("Agreement"), dated as of , 2003 (the "Effective
Date "), is entered into by and among (i) H.E. Butt Grocery Company, a Texas corporation
( "HEB "), FM 1460 Partners, Ltd., a Texas limited partnership ( "1460 Partners "), 54 Acres Ltd., a
Texas limited partnership ( "54 Acres "), Highland Management, Inc., a Texas corporation
( "Highland "), M &M Equities IV, Inc., a Texas corporation ( "M &M"), EMI Leasing Partners, LP,
a Texas limited partnership ( "EMT'), and Church of Christ of Round Rock, a
( "Church ") (collectively, the "Developers "), (ii) The City of Round Rock, a Texas municipal
corporation (the "City"), and (iii) Heritage Title Company of Austin, Inc., a Texas corporation
( "Escrow Agent "). This Agreement is executed pursuant to that certain Cost Sharing Agreement,
dated effective , 2003 (the "Cost Agreement "), executed by and among the
Developers and the City. All capitalized terms used in this Agreement shall have the same meaning
ascribed to them in the Cost Agreement, which by this reference is made a part hereof.
WITNESSETH:
WHEREAS, as of the date of this Agreement, the Developers are the owners of tracts of land
located at or near the intersection of US 79 and FM 1460 in Round Rock, Williamson County,
Texas; and
WHEREAS, the Developers and the City entered into the Cost Agreement in order to
memorialize their agreement regarding their respective obligations for the construction of and
payment for construction of certain water and wastewater improvements, as described in the Cost
Agreement (collectively, the "Obligations "); and
WHEREAS, the parties have estimated the cost of performing the Obligations to be
$683,130.50; and
WHEREAS, pursuant to and as more fully described in the Cost Agreement, each of the
Developers and the City shall deposit funds in escrow to pay for a pro rata portion of the cost of
performing the Obligations, in amounts, for purposes, and to be disbursed all as more specifically
described in the Cost Agreement; and
WHEREAS, the parties have agreed to the terms and condition of such escrow, which tennis
and conditions are set forth below,
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in
this Agreement, and for valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:
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1. Escrow Deposit. Pursuant to the terms of the Cost Agreement (a copy of which is
attached hereto as Exhibit "A ", and the terms of which are incorporated herein by reference), the
Developers and the City will deposit into the Escrow Account the amounts of their respective Project
Contribution as set out on the Schedule, and subsequently, the amounts of any Shortfall for which the
parties are liable under the Cost Agreement. Escrow Agent shall deliver a receipt to each Developer
and the City evidencing the receipt by Escrow Agent of such party's Project Contribution or Shortfall
deposit (all such amounts held in escrow, the "Funds "). Escrow Agent shall hold the Funds in the
Escrow Account, to be disbursed only as set forth in the Cost Agreement, including pursuant to
Section 6(b) pertaining to both (i) payment of periodic draw requests submitted by the Project
Manager and (u) final disbursement after completion and acceptance of the Project, and shall not
otherwise release the Funds except as may be expressly provided herein. Upon Escrow Agent's
request, each party shall provide to Escrow Agent an IRC Form W -9 certifying to such party's tax
identification number as set forth on the signature pages of this Agreement. The total costs of this
escrow, being $100.00, shall be paid by the Project Manager to Escrow Agent on the date of
execution of the Cost Agreement by 54 Acres.
2. Draws and Termination of Escrow Account.
A. Draws. Draws maybe made on the Funds by the Project Manager as set forth
in Section 6(b) of the Cost Agreement.
B. Termination of Escrow Account. On the later to occur of (i) completion of
the Project and acceptance thereof by the City, as evidenced by written notification of such
acceptance delivered to the Project Manager by the City, or (ii) payment of the entire amount of the
Funds, Escrow Agent shall terminate the Escrow Account and release the Funds to the parties pro
rata according to their initial and subsequent deposits and any previous releases to the parties.
C. Method of Payment. Any payments to be made by Escrow Agent hereunder
maybe made by Escrow Agent by check or wire transfer in accordance with instructions provided by
the Project Manager.
3. Escrow Agent's Rights, Duties and Responsibilities.
A. Status as Depository /Accuracy of Information. The Developers and the
City acknowledge and agree that Escrow Agent is acting solely and exclusively as a depository under
this Agreement. Escrow Agent shall have no liability to any person in acting upon or refraining from
acting upon any written notice, request, waiver, consent, certificate, receipt, authorization or other
paper or document which Escrow Agent, in good faith, reasonably believes to be genuine and
believes to be that which it purports to be on its face. If Escrow Agent is required by the terms of
this Agreement to determine the occurrence of any event or contingency in making such
determination, Escrow Agent may request from the Developers and the City or any other person such
reasonable additional evidence as Escrow Agent in its reasonable discretion may deem necessary to
make such determination, and may reasonably inquire and consult with, among others, any of such
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parties at any time. Escrow Agent shall not be liable for any damages resulting from its reasonable
delay in acting hereunder pending its examination of the additional evidence requested by Escrow
Agent.
B. Response Time by Escrow Agent. If the terms of this Agreement require
Escrow Agent to take certain action upon the occurrence of any event or contingency, the time
prescribed for action by Escrow Agent shall in all cases be a reasonable time after notice to Escrow
Agent of the happening of such event or contingency, unless a specific time period for response has
been stated.
C. Right to Confer with Legal Counsel. Escrow Agent may confer with legal
counsel in the event of any dispute or question as to the construction of any of the provisions of this
Agreement, or its duties hereunder, and shall incur no liability and shall be fully protected in acting
in accordance with the opinions of such counsel.
D. Conflicting Instructions, Disputes, Permissible Actions. In the event of any
conflicting or inconsistent claims or demands being made in connection with the subject matter of
this Agreement, or in the event that Escrow Agent is in doubt as to what action should be taken
hereunder, Escrow Agent petition any District Court of Travis County or the United States District
Court of the Westem District of Texas for instructions or to interplead the Funds or any other items
into such court. The parties agree to the jurisdiction of either of said courts over their persons as
well as the Funds or other items held by Escrow Agent, waive personal service of process, and agree
that service of process by certified or registered mail, return receipt requested, to the address set forth
in this Agreement shall constitute adequate service. The Developers and, to the extent allowed by
applicable law, the City agree to indemnify and hold Escrow Agent harmless from any liability or
losses occasioned thereby and to pay any and all of its fees, costs, expenses, and counsel fees and
expenses incurred in any such action and agree that, on such petition or interpleader action, Escrow
Agent, its servants, agents, employees or officers will be relieved of further liability.
E. Indemnification. ESCROW AGENT SHALL NOT BE LIABLE TO ANY
PERSON FOR ANYTHING WHICH IT MAY DO OR REFRAIN FROM DOING IN
CONNECTION WITH THIS AGREEMENT, BUT EXCLUDING ESCROW AGENT'S OWN
GROSS NEGLIGENCE OR WILLFUL MALFEASANCE. ESCROW AGENT'S LIABILITY FOR
ANY GROSSLY NEGLIGENT PERFORMANCE OR WILLFUL MALFEASANCE SHALL NOT
EXCEED THE AMOUNT OF THE FUNDS. IN NO EVENT SHALL ESCROW AGENT BE
LIABLE TO ANY OTHER PARTY OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF BUSINESS, OR PUNITIVE OR
EXEMPLARY DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT, UNLESS DUE TO THE WILLFUL MALFEASANCE OF ESCROW AGENT.
THE DEVELOPERS AND, TO THE EXTENT ALLOWED BY APPLICABLE
LAW, THE CITY AGREE, SEVERALLY AND NOT JOINTLY, TO PROTECT, DEFEND,
INDEMNIFY AND HOLD HARMLESS ESCROW AGENT AGAINST ANY AND ALL COSTS,
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3
LOSSES, DAMAGES, LIABILITIES, CLAIMS, EXPENSES (INCLUDING COUNSEL FEES
AND EXPENSES) AND CLAIMS INCURRED BY IT, EXCEPT FOR GROSS NEGLIGENCE OR
WILLFUL MALFEASANCE ON ESCROW AGENT'S PART, ARISING OUT OF OR
CONNECTED WITH ITS AGREEMENTS HEREUNDER OR THE PERFORMANCE OF ITS
DUTIES AND RESPONSIBILITIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES
OF DEFENDING ITSELF AGAINST ANY CLAIM OF LIABILITY RELATING TO THIS
AGREEMENT.
THE PROVISIONS OF THIS PARAGRAPH 3E SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT FOR A PERIOD OF ONE YEAR.
4. Successor Escrow Agent.
A. Resignation. Escrow Agent (and any successor escrow agent) may at any
time resign by delivering such resignation to the Developers and the City in writing, and, following
the election of a successor escrow agent by the Developers entitled to vote (in the same manner as
the Developers may choose a Substitute Project Manager pursuant to Section 4(g) of the Cost
Agreement), as well as the City, and the written agreement of such successor escrow agent to accept
the obligations of Escrow Agent hereunder, by delivering the Funds to such successor escrow agent,
whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in
connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of
the appointment of and acceptance by the successor escrow agent or the day that is sixty (60) days
after the date of delivery of Escrow Agent's written notice of resignation to the Developers and the
City. If a successor escrow agent has not been appointed at the expiration of such sixty (60) day
period, Escrow Agent's sole responsibility hereunder shall be the safekeeping of the Funds and to
disburse the Funds in accordance with written instructions signed by the Developers and the City or
as any court of competent jurisdiction may order.
B. Successor Escrow Agent Appointed by the Developers and the City. If
Escrow Agent receives a written notice signed by the requisite number of Developers (as described
in Paragraph 4.A. above and Section 4(g) of the Cost Agreement) and the City stating that they have
selected another escrow agent, Escrow Agent shall deliver the Funds to the successor escrow agent
named in the notice within three (3) business days of Escrow Agent's receipt of such notice,
whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in
connection with this Agreement.
5. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit
o� the successors and permitted assigns of the parties.
6. No Assignment. No party may assign any of its rights, title or interest under this
Agreement, without prior notice to the other parties, except to the extent and in the manner and to the
same entity that any party hereto is permitted to assign its rights, title or interest under the Cost
Agreement.
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7. Notices. All notices, requests, demands or other communications hereunder shall be
in writing and shall be delivered by personal delivery, overnight mail or delivery service, facsimile,
or United States registered or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to HEB:
H. E. Butt Grocery Company
646 South Main
San Antonio, Texas 78204
Attn: Eric Moede
Phone: 210.938 -8070; Fax: 210.938 -7788
E -mail: moede.eric@heb.com
With copy to: Steven C. Metcalfe
301 Congress Avenue, Suite 2100
Austin, Texas 78701
Phone: 512.404 -2209; Fax: 512.404 -2244
E -mail: scm @lawdsw.com
If to 1460 Partners:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 8703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
E -mail: lewis @austin.rr.com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512/476 -1825
E -mail:
If to 54 Acres:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 8703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
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E -mail: lewis @austin.rr.com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512.476 -1825
E -mail:
If to Highland:
Highland Resources, Inc.
211 East 7th Street, Suite 709
Austin, Texas 78701
Attn: David Bodenman
Phone: 512.474 -6491; Fax: 512.477 -2472
E -mail: davidcb @onr.com
With copy to:
Alan Haywood
Graves Dougherty Hearon & Moody
515 Congress Avenue
Austin, Texas 78701
Phone: 512.480 -5600; Fax: 512.478 -1976
E -mail: ahaywood @gdhm.com
If to M &M:
Attn:
Phone: ;Fax
E -mail:
With copy to:
Phone: ;Fax
E -mail:
If to EMI:
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Attn: Jeff Link
Phone: ;Fax
E -mail:
With copy to:
Phone: ;Fax
E -mail:
If to Church:
Attn: Jim Krebs
Phone: 512.388 -5925 ;Fax
E -mail:
With copy to
Phone: ;Fax:
E-mail
If to the City:
City of Round Rock
Attn: Mr. Jim Nuse
Phone: ; Fax:
E -mail:
With copy to: Steve Sheets, Esq.
Sheets & Crossfield, L L P
309 East Main Street
Round Rock, Texas 78644
Phone: 512.255.8877; Fax: 512.255.8986
E -mail: ssheets @sheets - crossfield.com
If to Escrow Agent:
Heritage Title Company of Austin, Inc.
98 San Jacinto Boulevard, Suite 400
Austin, Texas 78701
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Attn: Nancy Grasshoff
Phone: 512.505.5000; Fax: 512.505.5024
or to such other address as any party may from time to time designate by notice in writing to the
other parties. Any such notice, request, demand or communication shall be deemed to have been
given on the actual date of delivery. The refusal to accept delivery by any party or the inability to
deliver any communication because of a changed address of which no notice has been given in
accordance with this Paragraph shall constitute delivery.
8. Termination. This Agreement shall terminate as provided in Paragraph 2B hereof.
9. Amendment. Neither this Agreement nor any provision hereof may be changed,
amended, modified, waived or discharged orally or by any course of dealing, but only by an
instrument in writing signed by the party against which enforcement of the change, amendment,
modification, waiver or discharge is sought.
10. Legal Fees. In the event legal action is instituted by any of the parties to enforce the
terms of this Agreement or arising out of the execution of this Agreement, the prevailing party will
be entitled to receive from the other party its reasonable attorneys' fees and court costs actually
incurred to be determined by the court in which the action is brought.
11. Applicable Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Texas.
12. Waiver. Failure of any of the Developers or the City to exercise any right given
hereunder or to insist upon strict compliance with regard to any term, condition or covenant specified
herein, shall not constitute a waiver of the Developers' or the City's right to exercise such right or to
demand strict compliance with any term, condition or covenant under this Agreement.
13. Counterparts. This Agreement may be executed in several counterparts, each of
which maybe deemed an original, and all of such counterparts together shall constitute one and the
same Agreement.
14. Captions. All captions, headings, paragraph and subparagraph numbers and letters
are solely for reference purposes and shall not be deemed to be supplementing, limiting, or otherwise
varying the text of this Agreement.
15. Severability. The invalidity or unenforceability of a particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted.
16. Entire Agreement. Time is of the essence of this Agreement. This Agreement
constitutes the sole and entire agreement of the parties and is binding upon the Developers and the
GfClien5HEB.SCM\N WC 798.1460 \Wastewater \Escrow AgreemenL4.doc
8
City, and their respective heirs, successors, legal representatives and assigns.
(Remainder of page left intentionally blank)
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9
IN WITNESS WHEREOF, this Agreement shall be deemed executed as of the date first set
forth above.
H.E.Butt Grocery Company
By:
Name:
Title:
FM 1460 Partners, Ltd.
By , its general partner
By
Name:
Title:
54 Acres Ltd.
By
By
Name:
Title:
Highland Management, Inc.
By:
Name:
Title:
M &M Equities IV, Inc.
By:
Name:
Title:
its general partner
EMI Leasing Partners, LP
By: , its general partner
By
Name:
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Title:
Church of Christ of Round Rock
By:
Name:
Title: •
The City of Round Rock
By:
Name:
Title:
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HERITAGE TITLE COMPANY OF AUSTIN, INC., a Texas corporation
By:
Name:
Title:
SEPARATE SIGNATURE PAGE OF ESCROW AGENT
M&M Equities IV, Inc.
0.087 Acre Tract
Page 1 of 3
DESCRIPTION
FOR A 0.087 ACRE (3,772 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO.
297, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION
OF THAT CALLED 4.980 ACRE TRACT OF LAND AS
DESCRIBED IN EXHIBIT "B" OF THAT WARRANTY DEED
WITH VENDOR'S LIEN TO M & M EQUITIES IV, INC. AS
RECORDED IN DOCUMENT NO. 199963931 OF THE
WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.087 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a Y2 iron rod found, being an angle point on the east line of the
said 4.980 Acre Tract, being an angle point of the west line of that called
3.349 Acre Tract of land as described in Exhibit "A" of that Warranty Deed to
Highland Management, Inc. as recorded in Volume 1406, Page 721 of the
Williamson County Official Records, for an angle point on the east line and
POINT OF BEGINNING hereof;
THENCE with the said east line of the 4.980 Acre Tract, being the said west line
of the 3.349 Acre Tract, S 37° 20' 18" W for a distance of 206.74 feet to a point
on the north line of that called 200 foot wide right -of -way as described in that
Right of Way Deed to International & Great Northern Railroad Company
(I & G N Railroad) as recorded in Volume 17, Page 617 of the Williamson
County Official Records, being the southwest corner of the said 3.349 Acre Tract,
for the southeast comer hereof, from which a /2" iron rod found for an angle point
on the said east line of the 3.349 Acre Tract bears, S 37° 20' 18" W a distance of
15.28 feet;
THENCE through the interior of the said 4.980 Acre Tract, the following four (4)
courses:
1. with the said north line of the I & G N Railroad right -of -way,
S 53° 41' 03" W for a distance of 23.86 feet to an angle point on
the south line hereof, with the intention of being on the east line of
that called 416 square foot tract of land as described as "Tract `B"
in Exhibit "A" of that Deed Granting Easement as recorded in
Volume 1619, Page 372 of the Williamson County Official
Records,
EXHIBIT D I frr
M &M Equities N, Inc.
0.087 Acre Tract
Page 2 of 3
2. with the said east line of "Tract B ", N 36° 14' 02" W for a
distance of 8.17 feet to the most north comer of the said "Tract B ",
being an angle point hereof,
3. with the north line of "Tract B ", S 53° 13' 32" W for a distance of
24.85 feet to the southwest corner hereof, and
4. N 39° 40' 21" E for a distance of 282.86 feet to a point on the said
east line of the 4.980 Acre Tract, being the said west line of the
3.349 Acre Tract, for the north corner hereof, from which a %2"
iron rod found for an angle point on the said east line of the
4.980 Acre Tract, being an angle point on the said west line of the
3.349 Acre Tract bears, N 19° 56' 22" E a distance of 97.80 feet;
THENCE with the said east line of the 4.980 Acre Tract, being the said west line
of the 3.349 Acre Tract, S 19° 56' 22" W for a distance of 32.91 feet to the
POINT OF BEGINNING and containing 0.087 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Sury
BAKER- AICKLEN & ASSOCIA
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Sob No.: 0597 - 2-005.25
File Name: W:I PROJECTS\ rEWIS\ DOC\ OFFSITE \SRETCHES\M&MEQUFTlESN.DOC
June 13. 2002
Dated
EXHIBIT D - P
NUMBER
DIRECTION
DISTANCE
LI
S 53°41'03" W
23.86'
L2
N 36°14'02" W
8.17'
L3
S 53°13'32" W
24.85'
L4
S 19 W
32.91'
L5
$ 37 W
15.28'
L6
N 19°56'22 E
97.80'
SCALE: r = 50'
PAGE 3 OF 3
SKETCH TO ACCOMPANY DESCRIPTION
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM.
NAD 83. CENTRAL ZONE.
H 43, H EQUITIES III, INC,
CAI . . ED 4.1150 A CRES
EXHIBIT "B",
DOC. NO 199553931
TRACT '13"
CALLED 416 SQ.
WASTEWATER EASEMENT
VOL. 1619. PG. 372
CALLED 869 50. FT:
WASTEWATER r
EASEMENT
VOL. 1878, PG. 870
• / .•
*:-••
DWIGHT L AHD AND WIFE,
NANCY i. LAHR
CALL ED % %'•:3 ACRES
2.545 ACRES
LESS 0.287 ACRE
VOL. :391, PG. 575
HIGHLAND HANAGEHE:
CALLED 3 34 :3 ACRES
Arlilli
VOL. 1403, PG. 721
L4
LEGEND
• 1/2" IRON ROD FOUND
WW EXISTING WASTEWATER
0 MANHOLE
P PROPOSED WASTEWATER
O MANHOLE
— PROPOSED WASTEWATER LINE
— —EXISTING WASTEWATER LINE
G /
1 0
)7
‘ v) 7 E4C." 1
•
Nr,Lt
FILENAME: MMEQUITIESIV.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597-2-005-25
BY: TJR
POINT OF
BEGINNING
•
EXHIBIT ?
Baker-Alcklen
& Assodates, Inc.
Engineers/Surveyors
WAPROJECTS\LENIS\DWG\OFFSITE\SKETCHES\MMEQUITIESIV.dwg [3 OF 31 .Nn. 3. 2002 - Oallan■
Highland Management, Inc.
0.687 Acre Tract
Page 1 of 5
DESCRIPTION
FOR A 0.687 ACRE (29,924 SQUARE FOOT) TRACT OF
LAND SITUATED IN THE P. A. HOLDEN SURVEY,
ABSTRACT NO. 297, IN WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THAT CALLED 3 349 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT
WARRANTY DEED TO HIGHLAND MANAGEMENT, INC.
AS RECORDED IN VOLUME 1406, PAGE 721 OF THE
WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.687 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a %z" iron rod found, being on the south line of U.S. 79 (right -of-
way width varies) at the northwest corner of the said 3.349 Acre Tract of land,
being the northwest corner and POINT OF BEGINNING hereof, from which a
%" iron pipe found for the northwest comer of that called 6.293 Acre Tract of
land as described in Exhibit "A" of that Warranty Deed with Vendor's Lien to M
& M Equities IV, Inc. as recorded in Document Number 199963931 of the
Williamson County Official Records bears, S 79° 37' 01" W a distance of
512.55 feet;
THENCE with the north line of the said 3.349 Acre Tract, being the said south
line of U.S. 79, N 78° 43' 05" E for a distance of 31.02 feet to the northeast
comer hereof, from which a 'A" iron rod found on the north line of the said
3.349 Acre Tract of land bears, N 78° 43' 05" E a distance of 96.34 feet;
THENCE in part through the interior of the said 3.349 Acre Tract of land and in
part with the east line of the said 3.349 Acre Tract of land, S 03° 27' 32" W
passing at a distance of 412.74 feet an angle point on the said east line of the
3.349 Acre Tract and continuing for a total distance of 477.17 feet to an angle
point hereof;
THENCE continuing with the said east line of the 3.349 Acre Tract of land the
following three (3) courses:
1. S 11° 10' 29" W for a distance of 235.37 feet to an angle point
hereof,
EXHIBIT 1> 4 j27
Highland Management, Inc.
0.687 Acre Tract
Page 2 of 5
2. S 19° 56' 22" W for a distance of 137.59 feet to an angle point
hereof, and
3. S 37° 20' 18" W for a distance of 109.04 feet to the most southerly
southeast comer of the said 3.349 Acre Tract, being on the north
line of that called 200 foot wide right -of -way as described in that
Right of Way Deed to Intemation & Great Northern Railroad
Company (I & G N Railroad) as recorded in Volume 17, Page 617
of the Williamson County Official Records, for the southeast
corner hereof;
THENCE with a south line of the said 3.349 Acre Tract of land, being the said
north line of the I & G N Railroad right -of -way, S 53° 41' 03" W for a distance of
106.60 feet to the southwest corner of the said 3.349 Acre Tract of land, being on
the east line of that called 4.980 Acre Tract of land as described in Exhibit `B" of
the said Warranty Deed with Vendor's Lien to M & M Equities W, Inc., being the
southwest corner hereof, from which a %2" iron rod found for an angle point on the
said east line of the 4.980 Acre Tract of land bears, S 37° 20' 18" W for a distance
of 15.33 feet;
THENCE with the west line of the said 3.349 Acre Tract of land, being in part
with the said east line of the 4.980 Acre Tract of land and in part with the
6.293 Acre Tract of land, the following four (4) courses:
1. N 37° 20' 18" E for a distance of 206.74 feet to a 'A" iron rod
found for an angle point hereof,
2. N 19° 56' 22" E for a distance of 130.71 feet to a ' /a" iron rod
found for an angle point hereof,
3. N 11° 10' 29" E for a distance of 231.04 feet to a %2" iron rod
found for the northeast comer of the said 4.980 Acre Tract of land,
being the southeast corner of the said 6.293 Acre Tract of land,
being for an angle point hereof, and
EXHIBITD Sf2`,
Highland Management, Inc.
0.687 Acre Tract
Page 3 of 5
4. N 03° 27' 32" E for a distance of 467.25 feet to the POINT OF
BEGINNING hereof and containing 0.687 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land S
BAKER - AICKLEN & ASSOCIAT
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244-9620
Job No.: 0597- 2-005 -25
File Name: W: IPROJECTSI LEWISIDOCIOFFSITE ISKETCHESIHIGH- SOUTH.doc
June 13, 2002
Dated
EXHIBIT 6 - 6 /2- 7
NUMBER
DIRECTION
DISTANCE
Ll
N 78°43'05• E
3L02'
L9
N 78 ° 43'05' E
96.34'
L10
N 78 °43'05' E
127.36'
L11
S 03°2732' W
64.43'
L13
N 58°O•'05' E
4.71'
L14
9 62 °03'41' E
4.34'
E xlj Gr' - '
LEGEND
• I/2" IRON ROD FOUND (EXCEPT AS NOTED)
O IRON PIPE FOUND (SIZE NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
- aw. - PROPOSED WASTEWATER LINE
U/ � (� ' 30.00'
Ag p\
SKETCH TO ACCOMPANY DESCRIPTION
H B 14 ED'JITIES 1'r, INC.
CALLED 6.293 ACRES
EEXHIBI. ''A",
DOC. HO. 19990_931
MA TCHL/AI
SEE PAGES F 5
2'
A
0
POINT OF BEGINNING
R
�
U.S. VARIES)
°37'01r 12� R.o W.
3/4" ���EXISTING U.S. 79
1
C. D WIGHT LAMB
AND WIFE,
NANCY J. LAMB
CALLED 2.258 ACRES
2.545 ACRES LESS
0.287 ACRE
VOL. 994 PG, 618
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
HIGHLAND MANAGEMENT, INC.
CALLED 3.349 ACRES
... EXHIBIT 'A ",
VOL. 1406, PG. 721
(NOT To SCALE) PK NAIL
RPLS #4626
P.O.B.
L10 L9
▪ HIGHLAND MANAGEMENT, INC.
CALLED 2.0258 ACRES
EXHIBIT "A",
VOL 1168, PO. 508
FILENAME: HIGH- SOUTH.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
SCALE: I" = 100'
PAGE 4 OF 5
EXHIBIT __' aV
Baker - Alcklen
& Associates, Inc.
Engineers /Surveyors
W: \PROJECTS \LEWIS \DWG \OFFSITE \SKETCHES \HIGH- SOUTHGWG 14 OF 5] Jane 13, 2002 - 7:24am
NUMBER
DIRECTION
DISTANCE
L2
S 11 °10'29' W
235.37'
L3
S 19 ° 5622" W
137.59'
L4
S 37°20'18' W
109.04'
L5
S 53 °41'03' W
106.60'
L6
N 37.2018'E
206.74'
L7
N 19•56'22'E
130.71'
L8
N N°10 29' E
231.04'
Lff
S 03 °27'32' W
64.43'
L12
S 37°20'18' W
15.33'
S H EO+JITIES 1V, INC.
CALLED 5.980 ACRES
EXHIBIT "B ",
DOC. N0. 199963931
SKETCH TO ACCOMPANY DESCRIPTION 1
SE Arc HLINE
E
PAG 4 OF 5
H B H EQUITIES IV, INC.
CALLED 5.393 ACRES
EXHIBIT "o ",
DOC. N0. 199963931 /
3 0.00.
1 1 HIGHLAND MANAGEMENT. INC.
CALLED 3.349 ACRES
EXHIBIT 'A',
/ S
04 Y� 4 . m 1 1 VOL. 1406. PG. 721
2 °
1
45 yl
1 1 v � q a ..
J
C. DWIGHT LANE AND WIFE,
NANCY J. LANE
CALLED 2.255 ACRES
2.555 ACRES LESS 02_7 ACRE
SQL. 999. PG. 616
wY.
•
0
A
LEGEND
1/2" IRON ROD FOUND (EXCEPT AS NOTED)
IRON PIPE FOUND (SIZE NOTED)
NAIL FOUND (DESCRIPTION NOTED)
PROPOSED WASTEWATER LINE
SCALE: 1" = 100'
PAGE 5 OF 5
BEARINGS ARE GRID BEARINGS
as 1)-1,11>7 BASED ON THE TEXAS STATE
EXHIBIT NAD 3, CEN
FILENAME: HIGH- SOUTH.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
Baker- Alcklen
& Associates, Inc.
Engineers /Surveyors
W:\ PROJECTS \LEWIS \OWO \OFFSITE \SKETCHES \HIGH- SOUTHOWG 15 OF 5) Jun. 13. 2002 - 7:24°m
Highland Management, Inc.
0.345 Acre Tract
Page 1 of 4
DESCRIPTION
FOR A 0.345 ACRE (15,025 SQUARE FOOT) TRACT OF
LAND SITUATED IN THE P. A. HOLDEN SURVEY,
ABSTRACT NO. 297, IN WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THAT CALLED 6 55 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT
MEMORANDUM OF POST - CLOSING AGREEMENT
BETWEEN 54 ACRES, LTD. AND HIGHLAND
MANAGEMENT, INC. AS RECORDED IN DOCUMENT
NO. 2001038349 OF THE WILLIAMSON COUNTY OFFICIAL
RECORDS, ALSO BEING A PORTION OF THAT CALLED
1.096 ACRE TRACT OF LAND AS DESCRIBED IN EXHIBIT
"A" OF THAT WARRANTY DEED TO HIGHLAND
MANAGEMENT, INC. AS RECORDED IN VOLUME 1067,
PAGE 679 OF THE WILLIAMSON COUNTY OFFICIAL
RECORDS, AND ALSO BEING A PORTION OF THAT
CALLED 14.206 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A -2" OF THAT WARRANTY DEED TO
HIGHLAND MANAGEMENT, INC. AS RECORDED IN
VOLUME 1054, PAGE 9 OF THE WILLIAMSON COUNTY
OFFICIAL RECORDS AND SAID 0.345 ACRE TRACT OF
LAND IS FURTHER DESCRIBED AS FOLLOWS:
BEGINNING FOR REFERENCE at a'' /z" iron rod with plastic cap
labeled "Baker - Aicklen" found, being on the north line of U.S. 79
(right -of -way width varies) at the southwest comer of the said 6.55
Acre Tract, being on the south line of that called 54.043 Acre Tract
of land as described in Exhibit "A" of that General Warranty Deed
to 54 Acres, Ltd. as recorded in Document No. 2000032957 of the
Williamson County Official Records, thence with the west line of
the said 6.55 Acre Tract, N 08° 03' 02" W a distance of 80.60 feet
to the southwest comer and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 6.55 Acre Tract,
N 08° 03' 02" W for a distance of 25.06 feet to the northwest comer hereof, from
which a %2 iron rod with plastic cap labeled "Baker-Aicklen" found at an angle
point on the said west line of the 6.55 Acre Tract bears, N 08° 03' 02" W a
distance of 240.44 feet;
EXHIBIT b-9 (z 7
Highland Management, Inc.
0.345 Acre Tract
Page 2of4
THENCE in part, through the interior of the said 6.55 Acre Tract, in part, through
the interior of the said 1.096 Acre Tract, and in part, through the interior of the
said 14.206 Acre Tract the following four (4) courses:
1. with the arc of a curve to the Left a distance of 162.65 feet, with a
central angle of 00° 49' 06 ", a radius of 11390.16 and a chord
which bears, N 77° 41' 40" E a distance of 162.65 feet to a point
of tangency hereof,
2. N 77° 17' 08" E for a distance of 378.51 feet to an angle point
hereof,
3. N 32° 16' 59" E for a distance of 48.95 feet to an angle point
hereof, and
4. N 76° 24' 13" E for a distance of 5.43 feet to a point on the east
line of the said 14.206 Acre Tract, being the west line of that called
24.0110 Acre Tract of land as described in Exhibit "A" of that
General Warranty Deed to Church of Christ of Round Rock as
recorded in Document No. 200002209, for the northeast comer
hereof;
THENCE with the said east line of the 14.206 Acre Tract, being the west line of
the said 24.0110 Acre Tract, S 02° 33' 05" E for a distance of 60.65 feet to the
southeast corner hereof, from which a %z" iron rod found on the said north line of
U.S. 79, being the southeast comer of the said 14.206 Acre Tract, being the
southwest comer of the said 24.0110 Acre tract bears, S 02° 33' 05" E a distance
of 71.95 feet;
THENCE in part, through the interior of the said 14.206 Acre Tract, in part,
through the interior of the said 1.096 Acre Tract, and in part, through the interior
of the said 6.55 Acre Tract the following two (2) courses:
1. S 77° 17' 08" W for a distance of 407.85 feet to a point of
curvature, and
EXHjBiT 1)-07? -7
Highland Management, Inc.
0.345 Acre Tract
Page 3 of 4
2. with the arc of a curve to the right a distance of 164.69 feet, with a
central angle of 00° 49' 36 ", a radius of 11415.16 and a chord
which bears, S 77° 41' 56" W a distance of 164.69 feet to the
POINT OF BEGINNING and containing 0.345 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land S
BAKER - AICKLEN & ASSOCIA
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597-2-005-25
File Name: WA PROJECTSU. EWIS\ DOCI OFFSrrE\SKETCHES\HIGH- NORTH.doo
June 13, 2002
Dated
EXHiBi T b -ilb -7
NUMBER
BEARING
DISTANCE
L!
N 08 °03'02" W
25.06'
L2
N 32 °16'59" E
48.95'
L3
N 76 °24'13" E
5.43'
L4
S 02 °33'05" E
60.65'
L9
S 02 °31'56" E
71.95'
NUMBER
RADIUS
ARC
DELTA
CH. BRG.
CHORD
CI
11390.16'
162.65'
00 °49'06"
N 77 ° 41'40" E
162.65'
C2
11415.16'
164.69'
00 °49'36"
S 77 °41'56" W
164.69'
SKETCH TO ACCOMPANY DESCRIPTION
EXHIBIT b--/>1)7
HIGHL AND
MANAGEMENT, INC. 1
CALLED 6.55 ACRES \
EXHIBIT "A"
DOC. NO. 2001038349 1
1
1
C - =
p T r
m
l0 l
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
G2
1 1
HIGHLAND MANAGEMENT, INC.
CALLED 14.206 ACRES
EXHIBIT "A -2"
VOL. 1054, PG. 9
3 78 • 51'
.1'1.... 7 0
p.3 a C SE U 5 .7A0� g5
5 77 °1 7'08 W
1
5 E I NKS R . i
1 - ;.:: VAR
1
1
CHURCH „ - CHRIST OF ROUT\':. ,,....,,
CALLED .Gii0 ACRES
EXHIBIT "A"
DOC. NO. 2000022OIRI
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WJLLIAMSON COUNTY, TEXAS
POINT OF
BEGINNING
BEGINNING
BEGINNING
FOR REFERENCE
W:\ PR° JECTS \LEWlS \OWO\OFFSITE\SKETCHES \HIGH- NORTHOWG (4 OF 41 Jana 13. 2002 - 7:40am
L3
SCALE: I" =100'
PAGE 4 OF 4
LEGEND
• I/2' IRON ROO FOUND
(EXCEPT AS NOTED)
O 1/2' IRON ROD WITH PLASTIC CAP
LABELED 'BAKER- AICKLEN' FOUND
A 600 NAIL FOUND IN FENCE POST
.e PROPOSED FIRE HYDRANT
A•" PROPOSED WATER VALVE
t3 PROPOSED WASTEWATER MANHOLE
— ''— PROPOSED WATERLINE
- .W-.. - PROPOSED WASTEWATERLINE
r r ] Baker-Alcklen
& Associates, Inc.
Engineers /Surveyors
FILENAME: HIGH - NORTH.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
8Y: TJR
54 Acres, Ltd.
0.747 Acre Tract
Page 1 of 5
DESCRIPTION
FOR A 0.747 ACRE (32,559 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO. 297,
IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT
CALLED 54.043 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A" OF THAT GENERAL WARRANTY DEED TO
54 ACRES, LTD. AND RECORDED IN DOCUMENT NO. 2000032957
OF THE WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.747 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING FOR REFERENCE at a 3/8" iron rod found, being on the
north line of U.S. 79 (right -of -way width varies) at the southwest corner of
the said 54.043 Acre Tract, being the southeast corner of that called
6.011 Acre Tract of land as described in Exhibit "A" of that Warranty
Deed to FM 1460 Partners, Ltd. as recorded in Document No. 2000011056
of the Williamson County Official Records, thence with the west line of
the said 54.043 Acre Tract, being the east line of the said 6.011 Acre
Tract, N 02° 36' 07" W a distance of 73.64 feet to the southwest comer
and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 54.043 Acre Tract, being the said east
line of the 6.011 Acre Tract, N 02° 36' 07" W for a distance of 25.33 feet to the
northwest corner hereof, from which a 'A" iron rod found at an angle on the said west line
of the 54.043 Acre tract, being the north comer of the said 6.011 Acre Tract bears,
N 02° 36' 07" W a distance of 975.98 feet;
THENCE through the interior of the said 54.043 Acre Tract, the following three (3)
courses:
1) N 78° 07' 11" E for a distance of 123.95 feet to an angle point hereof
2) N 79° 54' 47" E for a distance of 853.85 feet to a non - tangent point of
curvature hereof, and
EXi-iiBiT 1)-4 7
54 Acres, Ltd.
0.747 Acre Tract
Page 2 of 5
3) with an arc of a curve to the left a distance of 279.56 feet, with a central
angle of O1° 24' 23", a radius of 11390.16 feet, and a chord which bears,
N 78° 48' 24" E a distance of 279.55 feet to a point on the west line of
that called 6.55 acre tract of land as described in Exhibit "A" of that
Memorandum of Post - Closing Agreement between 54 Acres, Ltd. as
Highland Management, Inc. as recorded in Document No. 2001038349 of
the Williamson County Official Records, being the northeast comer
hereof, from which a %" iron rod with plastic cap labeled "Baker - Aicklen"
found at an angle point on the said west line of the 6.55 Acre Tract bears,
N 08° 03' 02" W a distance of 240.44 feet;
THENCE with the said west line of the 6.55 Acre Tract, S 08° 03' 02" E for a distance
of 25.06 feet to the southeast comer hereof from which a '' /a" iron rod with plastic cap
labeled "Baker - Aicklen" found on the said north line of U.S. 79, being on the said south
line of the 54.043 Acre Tract, being the southwest corner of the said 6.55 Acre Tract
bears, S 08° 03' 02" E a distance of 80.60 feet;
THENCE through the interior of the said 54.043 Acre Tract, the following three (3)
courses:
1) with an arc of a curve to the right a distance of 278.58 feet, with a central
angle of 01° 23' 54 ", a radius of 11415.16 feet, and a chord which bears,
S 78° 48' 40" W for a distance of 278.57 feet to a point of non - tangency
hereof,
2) S 79° 54' 47" W for a distance of 468.02 feet to an angle point hereof, and
3) S 10° 32' 49" E for a distance of 72.88 feet to a point on the said north
line of U.S. 79, being the south line of the 54.043 Acre Tract;
THENCE with the said north line of U.S. 79, being the south line of the 54.043 Acre
Tract, S 79° 27' 36" W for a distance of 15.00 feet to an angle point hereof;
E HiBI T b 7
54 Acres, Ltd.
0.747 Acre Tract
Page 3 of 5
THENCE through the interior of the said 54.043 Acre Tract, the following three (3)
courses:
1) N 10° 32' 49" W for a distance of 72.99 feet for an angle point hereof,
2) S 79° 54' 47" W for a distance of 370.52 feet for an angle point hereof,
and
3) S 78° 07' 11" W for a distance of 127.65 feet to the POINT OF
BEGINNING hereof and containing 0.747 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD 83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Surve
BAKER - AICKLEN & ASSOCIAT
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244-9620
Job No.: 0597 -2. 005 -25
File Name: WAPROJECTS \LEWIS \ DOC \OFFSITEISKETCHES\54ACRES.doc
June 13, 2002
Dated
Eo t- BIt t)-t
NUMBER
BEARING
DISTANCE
LI
N 02 °36'07" W
25.33'
L2
S 08 ° 03'02" E
25.06'
L3
S 10 ° 32'49" E
72.88'
L4
S 79 ° 27'36" W
15.00'
L5
N $0 °32'49" W
72.99'
SCALE: I" = 100'
PAGE 4 OF 5
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
SKETCH TO ACCOMPANY DESCRIPTION
P. A. HOLDEI\I SURVEY,
ABSTRACT NO. 297
WILLIAMSON cOUNTY, TEXAS
Flq 1460 PARTNERS, LTD,
CALLED 3.011 ACRES
EXHIBIT "A"
DOC, NO. 200D011056
0 \ 9 6 .
_:
�� 9
LEGEND
• 1/2' IRON ROD FOUND
(EXCEPT AS NOTED)
O 1/2' IRON ROD WITH PLASTIC CAP
LABELED "BAKER- AICKLEN' FOUND
F.0 PROPOSED FIRE HYDRANT
��• PROPOSED WATER VALVE
� PROPOSED WASTEWATER MANHOLE
— W
uo — PROPOSED WATERLINE
oo-a — PROPOSED WASTEWATERLINE
�q ilk- /
-
SF ep T � 74 / .a
F S OF S /
54 ACRES, LTD.
REMAINDER OF A GJ /
CALLED 54.043 ACRES 0
EXHIBIT "A" ,'�'
DOC. NO. 2000032957 m
W:\ PROJECTS \LEWIS\ DWG\ OFFSITE\SRETCHES \54ACRESLTO.E"q 4 OF 51 June 13. 2002 - 7,35am
01 3
/
POINT OF
BEGINNING
�— BEGINNING
FOR REFERENCE
3 /6' FILENAME: 54ACRESLTD.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
Baker - Alcklen
& Associates, Inc.
Engineers /Surveyors
NUMBER
BEARING
DISTANCE
LI
N 02 ° 36'07" W
25.33'
L2
S 08 ° 03'02" E
25.06'
L3
S 10 °32'49" E
72.88'
L4
S 79 °27'36 W
15.00'
L5
N 10 ° 32'49" W
72.99'
SKETCH TO ACCOMPANY DESCRIPTION
I
/`/
/ r
/ '
\S \ /
�B ° 0 3 , - /
2g�0 ■4- 3
Q gg /0, /
...VII «,4i•... :'.'r:.' OE. E
CALLED
DOC. NO. 2001(13834g
RADIUS • 11390.16'
ARC • 279.56'
DELTA • 01°24'23"
CH. BRG. • N 78 °48'24" E
CHORD • 279.55'
54 ACRES, LTD.
REMAINDER OF A
CALLED 54.043 ACRES
EXHIBIT "A"
DOC. NO. 2000032957
EXiliBIT L 7
Z
°
/
h'
3'
O'
o
/ SE -4GE. top
g OF $
O/
e
SCALE: I" = 100'
PAGE 5 OF 5
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
HIGHLAND ,.. l•I °IG HENT CALLED CLLED 1.096 ACRES
VOLEXHIBIT i 757 PG. 679
RADIUS • 11415.16'
ARC = 278.58'
DELTA • 01
CH. BRG. • S 78 ° 48'40' W
CHORD • 278.57'
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
W1LLIAMSON COUNTY,
TEXAS
LEGEND
• 1/2" IRON ROD FOUND
(EXCEPT AS NOTED)
O 1/2" IRON ROD WITH PLASTIC CAP
LABELED "BAKER- AICKLEN "FOUND
PR. PROPOSED FIRE HYORANT •
lbv. PROPOSED WATER VALVE
� PROPOSED WASTEWATER MANHOLE
— w— PROPOSED WATERLINE
- 101 - PROPOSED WASTEWATERLINE
FILENAME: 54 ACRESLTD.OWG
DATE: JUNE - AUGUST, 2001
J08 NO.: 0597- 2-005 -25
BY: TJR
Baker - Alcklen
& Associates, lac.
Engineers /Surveyors
W:\ PROJEC TS\ LEWIS\ DWO\ OFFSITE\SKETCHES \54ACRESLTD.°rg 15 OF 51 Awe 13. 2002 - 7 :35am
FM 1460 Partners. Ltd.
0.263 Acre Tract
Page 1 of 4
DESCRIPTION
FOR A 0.263 ACRE (11,474 SQUARE FOOT) TRACT OF
LAND SITUATED IN THE P. A. HOLDEN SURVEY,
ABSTRACT NO. 297, IN WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THAT CALLED 6.011 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT
WARRANTY DEED TO FM 1460 PARTNERS, LTD. AS
RECORDED IN DOCUMENT NO. 2000011056 OF THE
WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.263 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a 60d nail found, being on the east line of F.M. 1460 (right -of-
way width varies) at the southwest corner of the said 6.011 Acre Tract, for an
angle point on the west line and POINT OF BEGINNING hereof,
THENCE continuing with the said east line of F.M. 1460, being the said west
line of the 6.011 Acre Tract, N 20° 42' 23" E for a distance of 28.21 feet to the
northwest corner hereof, from which a %2" iron rod found for the north comer of
the said 6.011 Acre Tract, being an angle point on the west line of that called
54.043 Acre Tract of land as described in Exhibit "A" of that General Warranty
Deed to 54 Acres, Ltd. as recorded in Document No. 2000032957 of the
Williamson County Official Records bears, N 20° 42' 23" E a distance of
1161.54 feet;
THENCE through the interior of the said 6.011 Acre Tract, the following two (2)
courses:
1. N 79° 33' 34" E for a distance of 330.10 feet to an angle point
hereof, and
2. N 78° 07' 11" E for a distance of 123.03 feet to a point on the east
line of the said 6.011 Acre Tract, being the west line of the said
54.043 Acre Tract, for the northeast comer hereof;
EXHIBIT L -46.7
FM 1460 Partners, Ltd
0.263 Acre Tract
Page 2 of 4
THENCE with the said east line of the 6.011 Acre Tract, being the said west line
of the 54.043 Acre Tract, S 02° 36' 07" E for a distance of 25.33 feet to the
southeast comer hereof, from which a 3/8" iron rod found on the north line of
U.S. 79 (right -of -way varies) for the southeast corner of the said 6.011 Acre
Tract, being the southwest comer of the 54.043 Acre Tract bears, S 02° 36' 07" E
a distance of 73.64 feet;
THENCE through the interior of the said 6.011 Acre Tract, the following two (2)
courses:
1. S 78° 07' 11" W for a distance of 119.58 feet to an angle point
hereof, and
2. S 79° 33' 34" W for a distance of 344.06 feet to a point on the
southwest line of the said 6.011 Acre tract for the southwest comer
hereof; from which a 60d nail found for the south comer of the said
6.011 Acre Tract bears, S 46° 40' 33" E a distance of 89.28 feet;
THENCE with the said southwest line of the 6.011 Acre Tract,
N 46° 40' 33" W for a distance of 1.06 feet to the POINT OF
BEGINNING and containing 0.263 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD 83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Sury
BAKER - AICKLEN & ASSOCIAT
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597- 2-005 -25
File Name: W:\ PROJECTS \LEWIS\DOC\OFFSrrELSKETCi -TES \I460PARTNERS.DOC
June 13, 2002
Dated
EXHIBIT D - 14667
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
SKETCH TO ACCOMPANY DESCRIPTION
POINT OF
BEGINNING
L FO_
PROPOSED US 79
ACRES, L.D.
..ALLE.. .. .... .3 ,.\....../
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WILL IAMSON COUNTY, TEXAS
FM 1460 PARTNERS, LTD.
CALLED 6.011 ACRES
EXHIBIT "A"
DOC. NO. 2000011056
N 79033 E 330.1
R
w.
Us : yA RIES)
S
EXISTING U.S 7 w
W I IPROJECTS\LEWIS \DWG \OFFSITE \SKETCHES \FM146OPARTNERS.OWG (3 OF 41 Jerre 13, 2002 - 7:50am
7900346 W 3 44.06
SCALE: I" = 50'
PAGE 3 OF 4
L -) c ) ( }7
(R.O
•
BF.H.
01
P
WTR LN—
WW-C —
LEGEND
1/2" IRON ROD FOUND (EXCEPT AS NOTED)
NAIL FOUND (DESCRIPTION NOTED)
PROPOSED FIRE HYDRANT
PROPOSED WATER VALVE
PROPOSED WASTEWATER MANHOLE
PROPOSED WATERLINE
PROPOSED WASTEWATER LINE
LINE TABLE
NUMBER
L!
L2
L3
L4
L5
L6
7
DIRECTION
N 20 °42'23' E
S 02°36 07' E
N 46 °4033' W
N 20°42'23'E
N 02 °36'07' W
S 02°36'07 E
S 46
DISTANCE
28.2.!'
25.33'
LO6'
033.33'
975.98'
73.64'
88.2!'
FILENAME: FMI
DATE: JUNE - AUGUST. 2001
JOB NO.:. 0597 -2- 005 -25
BY: TJR
Baker- Alckle
& Associates, Inc
Engineers /Surveyors
WG
LINE TABLE
NUMBER
DIRECTION
DISTANCE
LI
N 20 ° 42'23' E
28.21'
L2
S 02 ° 36'07' E
25.33'
L3
N 46 ° 4033' W
1.06'
L4
N 20 ° 42'23' E
1133.33'
L5
N 02 ° 36'07' W
975.98'
L6
S 02 ° 36'07' E
73.64'
L7
S 46'40'33' E
88.21'
SKETCH TO ACCOMPANY DESCRIPTION
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
co
ct: O.
c' FM 1460 PARTNERS, LTD.
m • D CALLED 6.011 ACRES
- EXHIBIT "A"
i DOC. NO. 2000011056
w
z
A m N 78 °07'11" E 1 23. 03
.. '
ppSED U.S. 7 R O W
PR w II9.
s 78 °07'
10
J
W
3/8"
U.S• 79
(R.O.„. VARIES)
LEGEND
• 1/2" IRON ROD FOUND (EXCEPT AS NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
AF.H. PROPOSED FIRE HYDRANT
€'.V- PROPOSED WATER VALVE
P O PROPOSED WASTEWATER MANHOLE
WTR LN— PROPOSED WATERLINE
ww-c — PROPOSED WASTEWATER LINE
W:\PROJECTS \LEWIS\OWG\ OFFS ITE\SKETCNES\FMI460PARTNERSDWG 14 OF 4] June 13, 2002 - 7:50°m
SCALE: I" = 50'
PAGE 4 OF 4
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WiLLLAMSON COUNTY,
TEXAS
ACRES, L.D.
REHA:::::ER OF A
CALLED 54.643 ACRES
EXH,..IT ..
N0. 2000032:257
EXISTINf U.S. 79
_- a-I
FILENAME: FM1460PARTNERS.OWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR -
Baker - Alcklen
& Associates, Inc.
Engineers/Surveyors
Church of Christ of Round Rock
0.349 Acre Tract
Page 1 of3
DESCRIPTION
FOR A 0.349 ACRE (15,223 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO. 297,
IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT
CALLED 24.0110 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A" OF THAT GENERAL WARRANTY DEED TO
CHURCH OF CHRIST OF ROUND ROCK AS RECORDED IN
DOCUMENT NO. 2000022099 OF THE WILLIAMSON COUNTY
OFFICIAL RECORDS AND SAID 0.349 ACRE TRACT OF LAND IS
FURTHER DESCRIBED AS FOLLOWS:
BEGINNING FOR REFERENCE at a %2 iron rod found, being on the
north line of U.S. 79 (right -of -way width varies) at the southwest comer of
the said 24.0110 Acre Tract, being the southeast corner of that called
14.206 Acre Tract of land as described in Exhibit "A -2" of that Warranty
Deed to Highland Management, Inc. as recorded in Volume 1054, Page 9
of the Williamson County Official Records, thence with the west line of
the said 24.0110 Acre Tract, being the east line of the said 14.206 Acre
Tract, N 02° 33' 05" W a distance of 112.22 feet to the southwest comer
and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 24.0110 Acre Tract, being the said
east line of the 14.206 Acre Tract, N 02° 33' 05" W for a distance of 20.38 feet to the
northwest comer hereof;
THENCE through the interior of the said 24.0110 Acre Tract the following three (3)
courses:
1. N 76° 24' 13" E for a distance of 251.88 feet to an angle point hereof,
2. N 75° 31' 19" E for a distance of 425.78 feet to an angle point hereof and
3. N 75° 15' 25" E for a distance of 82.62 feet to a point on the east line of
the said 24.0110 Acre Tract, being the west line of that called 33.302 Acre
Tract of land as described as Part 7, in Exhibit "A" of that Special
Warranty Deed to the State of Texas as recorded in Volume 1970, Page
515 of the Williamson County Official Records, for the northeast comer
hereof;
Church of Christ of Round Rock
0.349 Acre Tract
Page 2 of 3
THENCE with the said east line of the 24.0110 Acre Tract, being the said west line of
the 33.302 Acre Tract, S 06° 46' 24" E for a distance of 20.20 feet to the southeast comer
hereof, from which a 'A" iron rod found for the southeast comer of the said 24.0110 Acre
Tract, being on the said west line of the 33.302 Acre Tract bears, S 06° 46' 24" E a
distance of 70.67 feet;
THENCE through the interior of the said 24.0110 Acre Tract the following three (3)
courses:
1. S 75° 15' 25" W for a distance of 79.86 feet to an angle point hereof,
2. S 75° 31' 19" W for a distance of 425.98 feet to an angle point hereof, and
3. S 76° 24' 13" W for a distance of 255.94 feet to the POINT OF
BEGINNING and containing 0.349 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Profess i ' al Land Surve
BAKER- AICKLEN & ASSOCIATE
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597 -2- 005 -25
File Name: W:( PROJECTS\ LEWIS \ DOC\OFFSn'E\SKETCHFS\CHURCH.DOC
June 13, 2002
Dated
X i -a3h37
NUMBER
DIRECTION
DISTANCE
LI
N 02 ° 33'05" W
20.38'
L2
N 75 ° 15'25" E
82.62'
L3
S 06 °46'24" E
20.20'
L4
S 75 °1525" W
79.86'
L5
N 02 ° 33'05" W
112.22'
L6
S 06 ° 46'24" E
70.67'
SCALE: I" = 100'
PAGE 3 OF 3
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
CHURCH OF CHRIST OF ROUND ROCK .
CALLED 24 -0110 ACRES
EXHIBIT "A" 1 g �O
DOC. NO. 2000022099 tit' : . 19/
,s, ..• 90- (2%
0 a P 4 . A , -{N/
1 . .L\e Jy cl
GJyo /fI°J S.'
.. :y 1305 /�s at .
HIGH:. AND wANAGEI -RENT, ..... Q / !.
CALLED . .2GG ACRES / `..
VOL. 11154, PG. 11 70
\ / y \' 9
\ 4 9 k /
\ /
1 a4
\ -:', /
1
/
SKETCH TO ACCOMPANY DESCRIPTION
LEGEND
• I /2" IRON ROD FOUND
(EXCEPT AS NOTED)
■ TXDOT "TYPE I CONCRETE
MONUMENT FOUND
F.µ. PROPOSED FIRE HYDRANT
® WV. PROPOSED WATER VALVE
— ml w PROPOSED WATERLINE
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WILLIAMSON cQUNTY, TEXAS
1
/ POINT OF
BEGINNING
BEGINNING
FOR FOR REFERENCE
STATE OF TEXAS
\ ..,,..LED 33.3:32 ACRES
7A",
\ VOL /970, PG. 5 .
4/
FILENAME: CHURCH.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 - 2-005 -25
BY: TJR
Baker - Alcklen
& Associates, Inc.
Engineers /Surveyors
L3
W: \PROJECTS\LEWIS \DWG \OFFSITE \SKETCHES \CHURCHOWG (3 OF 3] June 13. 2002 - 7,54em
Palm Valley Lutheran Church
0.187 Acre Tract
Page 1 of 3
DESCRIPTION
FOR A 0.187 ACRE (8,143 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO. 297,
IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT
CALLED 8.3173 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A" OF THAT SPECIAL WARRANTY DEED TO PALM
VALLEY LUTHERAN CHURCH AS RECORDED IN VOLUME 2147,
PAGE 366 OF THE WILLIAMSON COUNTY OFFICIAL RECORDS
ALSO BEING A PORTION OF THAT CALLED 4.56 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT GIFT
WARRANTY DEED TO THE PALM VALLEY LUTHERAN CHURCH
OF ROUND ROCK, TEXAS AS RECORDED IN VOLUME 887,
PAGE 787 OF THE WILLIAMSON COUNTY DEED RECORDS AND
SAID 0.187 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING FOR REFERENCE at a %z" iron rod found, being on the
north line of U.S. 79 (right -of -way width varies) at the southwest corner of
the said 8.3173 Acre Tract, being on the east line of that called 33.302
Acre Tract of land as described as Part 7, in Exhibit "A" of that Special
Warranty Deed to the State of Texas as recorded in Volume 1970, Page
515 of the Williamson County Official Records, from which point a 'A"
iron rod found bears N 16° 44' 28" W a distance of 6.52 feet, thence with
the west line of the said 8.3173 Acre Tract, being the said east line of the
33.302 Acre Tract, N 06° 44' 19" W a distance of 71.36 feet to the
southwest comer and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 8.3173 Acre Tract, being the said east
line of the 33.302 Acre Tract, N 06° 44' 19" W for a distance of 20.34 feet to the
northwest comer hereof;
THENCE in part, through the interior of the said 8.3173 Acre Tract, in part, through the
interior of the said 4.56 acre tract the following five (5) courses:
1. N 72° 46' 06" E for a distance of 391.68 feet to an angle point hereof,
2. N 68° 20' 32" E for a distance of 16.28 feet to the northeast comer hereof,
Palm Valley Lutheran Church
0.187 Acre Tract
Page 2 of 3
3. S 02° 45' 09" E for a distance of 21.14 feet to the southeast comer hereof,
4. S 68° 20' 32" W for a distance of 10.20 feet to an angle point hereof, and
5. S 72° 46' 06" W for a distance of 396.16 feet to the POINT OF
BEGINNING and containing 0.187 Acre of land
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Surve
BAKER- AICKLEN & ASSOCIATE
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597 -2- 005 -25
File Name: W:IPROJE CTS\ LEWI S10000FFSn 'EISKETCHESU.UTHERAN.DOC
June 13, 2002
Dated
NUMBER
DIRECTION
DISTANCE
LI
N 06 ° 44'19" W
20.34'
L2
N 68 ° 20'32" E
16.28'
L3
S 02 °45'09" E
21.14'
L4
S 68 °20'32" W
10.20'
L5
N 06 ° 44'19" W
71.36'
L6
S 0I °59'38" E
67.22'
SCALE: 1" = 50'
PAGE 3 OF 3
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM.
NAD 83, CENTRAL ZONE.
�#
PALM VALLEY LUTHERAN CHURCH V.
VOL. CALLED 8.3173 ACRES ::'� FQ -�•.-•
EXHIBIT "A" , S' P 4��
VOL. 2147, PG. 366 �c5\ .; : : 0D y�� 0Ja0p4�p`'��
Fi : 5 AF\'6 O , ` 'S ck X09 ,/
\'A 0., \ \ \ O. ( .. ....
P`' 0\ 6J J Q
4 JO
Q y ��° `.
19 ' < u'.. p J`s
J y .
STATE OF TEXAS
CALLED 33.302 ACRES
VOL. 1370, PG. 515
r
SKETCH TO ACCOMPANY DESCRIPTION
PALM VALLEY LUTHERAN CHURCH \ \ „ PROPOSED
CALLED 4.56 ACRES \ WATERLINE
EXHIBIT "A" \'y, \‘‘. \EASEMENT
VOL. 887, PG. 787 •.\ \
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WILLIAMSON COUNTY, TEXAS
O'
9 �/
, t
Jy/
POINT OF ' 7 4
BEGINNING / 9-
/ l �
/ BEGINNING
PALM VALLEY LUTHERAN CHURCH
TO CITY OF ROUND ROCK, TEXAS
CALLED 0.282 ACRE
PUBLIC UTILITY EASEMENT
VOL. 1347, PG. 575
«O
FOR REFERENCE
LEGEND
• 1/2 IRON ROD FOUND
�-� PROPOSED WATER VALVE
— "0.w— PROPOSED WATERLINE
51.
/PALM VALLEY LUTHERAN CHURCH
/ TO CITY OF ROUND ROCK, TEXAS
CALLED 0.377 ACRE
/ WATER LINE EASEMENT
VOL. 1664, PG. 857
FILENAME: LUTHERANDWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
Baker - Alcklen
& Associates, Inc.
Engineers /Surveyors
W:\ PROJECTS \IEWIS\OW6 \OFFSITE \SKETCHES \LUTHERAN.DWG 13 OF 31 June 13. 2002 - 0:O3e,n
EXHIBIT "E"
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
WATERLINE AND
WASTEWATER LINE EASEMENT
§ KNOW ALL PERSONS BY THESE PRESENTS:
That , a Texas , and its successors
and assigns ( "Grantor "), for and in consideration of the sum of Ten and No /100 Dollars ($10.00)
and other good and valuable consideration paid by the CITY OF ROUND ROCK, TEXAS, a
municipal corporation ( "Grantee "), the receipt and sufficiency of which is hereby acknowledged,
does hereby GRANT, SELL and CONVEY unto Grantee a perpetual easement and right -of -way,
and a temporary construction easement as hereinafter provided, to construct, install, operate,
maintain, inspect, reconstruct, enlarge, relocate, rebuild, repair, and remove a water distribution
and wastewater collection system and lines, together with all necessary lines, pipes, conduits,
valves, vaults, manholes, ventilators, and other equipment, improvements and appurtenances
thereto, in, upon, over, under, above and across the following described property of Grantor, to-
wit:
See Exhibit "A" attached hereto and made a part hereof, describing
square feet of land [provide legal descriptionl , said
square feet of land being more particularly described by metes and
bounds as indicated; and
See "Sketch to Accompany Description" attached hereto and made a part hereof
for all intents and purposes hereunto and in any wise pertaining, showing such
easement and such temporary construction easement.
This conveyance is made and accepted subject to any and all conditions and restrictions,
if any, relating to the hereinabove described property to the extent, and only to the extent, that
the same may still be in force and effect and shown of record in the office of the County Clerk of
Williamson County, Texas.
Except as otherwise noted, the easement, rights and privileges herein granted shall be
perpetual; provided, however, that said easement, rights and privileges shall cease and revert to
Grantor in the event the said lines are abandoned, or shall cease to be used, for a period of five
(5) consecutive years.
The easement, rights and privileges granted herein are exclusive, and Grantor covenants
that it will not convey any other easement or conflicting rights within the area covered by this
grant as hereinafter provided without the express written consent of Grantee, which consent shall
not be unreasonably withheld. Grantee shall have the right to review any proposed easement or
conflicting use of the easement granted hereby to determine the effect, if any, on the water or
wastewater lines contemplated herein. Prior to granting its consent for other easements, Grantee
may require reasonable safeguards to protect the integrity of any water or wastewater utilities
then located in the easement area.
Grantor further grants to Grantee:
(a)
(b)
the right to grade the easement for the full width thereof;
the right to support the pipelines across ravines and watercourses with such
structures as Grantee shall deem necessary;
(c) the right of ingress to and egress from the easement over and across Grantor's
property by means of roads and lanes thereon, if such exist, otherwise by such
route or routes as shall occasion the least practicable damage and inconvenience
to Grantor; provided that such right of ingress and egress shall not extend to any
portion of Grantor's property which is isolated from the easement by any public
highway or road now crossing or hereafter crossing the property; the foregoing
right of ingress and egress includes the right of the Grantee to disassemble,
remove, take down, and clear away any fence, barricade, or other structure which
obstructs, prevents, or hinders Grantee's ingress to and egress from the Grantor's
property, and should Grantee deem it necessary to so disassemble, remove, take
down, or clear away any such fence, barricade, or other structure, Grantee shall,
as soon as is reasonably feasible, replace or restore Grantor's property to as
similar a condition as reasonably practicable as existed immediately prior to
Grantee's actions pursuant to this provision, unless said fence, barricade, or other
structure is inconsistent with the rights conveyed to Grantee herein; the foregoing
right of ingress and egress applies during the period of construction as well as
otherwise;
(d) the right from time to time to trim and to cut down and clear away any and all
trees and brush now or hereafter on the easement and to trim and to cut down and
clear away any trees on either side of the easement which now or hereafter may
be a hazard to the pipelines, valves, appliances or fittings, by reason of the danger
of falling thereon, or which may interfere with the exercise of Grantee's rights
hereunder, provided, however, that all trees which Grantee is hereby authorized to
cut and remove, if valuable for timber or firewood, shall continue to be the
property of Grantor, but all tops, lops, brush and refuse wood shall be burned or
removed by Grantee;
(e) the right to install, maintain and use gates in all fences which now cross or shall
hereafter cross the easement; and
(f) the right to mark the location of the easement by suitable markers set in the
ground; provided that such markers shall be placed in fences or other locations
which will not interfere with any reasonable use Grantor shall make of the
easement.
2.
Grantee hereby covenants and agrees:
(a) Grantee shall not fence the easement;
(b) Grantee shall promptly backfill any trench made by it on the easement and repair
any damage it shall do to Grantor' private roads or lanes on the lands; and
(c) Grantee shall indemnify Grantor against any loss and damage which shall be
caused by the exercise of the rights of ingress and egress or by any wrongful or
negligent act or omission of Grantee's agents or employees in the course of their
employment.
Grantor expressly retains, reserves, and shall continue to enjoy the surface of such
easement for any and all purposes which do not unreasonably interfere with and prevent the use
by Grantee of the easement granted herein, including the right to build and use the surface of the
easement for drainage ditches and private streets, roads, driveways, alleys, walks, gardens,
lawns, parlcing areas and other like uses and/or to dedicate all or any part of the surface of the
property affected by this easement to any city or county for use as a public street, road or alley,
and to construct, operate and maintain utility lines within the easement area and/or to grant
public or private easements for such uses, subject to the express written consent of Grantee,
which consent shall not be unreasonably withheld; provided Grantor shall not erect or construct
on the easement any building or other structure such as a patio, swimming pool, sport court,
storage shed, accessory building, barbeque pit or similar structure, or drill or operate any well, or
construct any reservoir or similar obstruction on the easement, or diminish or substantially add to
the ground cover over the pipelines. Grantee shall not be responsible or liable for the removal,
repair or damage to any property, or structure, or other use inconsistent with the rights conveyed
to Grantee by the easement. Provided however, before constructing any improvements, at least
ten (10) days prior written notice shall be provided to Grantee of the general plans of the
improvement to be constructed within the easement, and Grantor must first obtain the consent
and approval from Grantee of the construction and location of any improvements within the
easement.
In addition to the foregoing, and for the consideration set forth above, Grantor has this
day granted and conveyed, and by these presents does grant and convey, unto Grantee, a
temporary construction easement in, under, over, above and across the following described
property, to -wit:
See "Sketch to Accompany Description" attached hereto and made a part hereof for all
intents and purposes hereunto and in any wise pertaining, showing a temporary construction
easement as indicated.
Said temporary construction is being granted to facilitate Grantee's construction and
installation of the lines on or adjacent to the above - referenced land, and is for the express
3.
v
purpose of construction and all related work, and of construction of the lines. Grantor grants such
temporary construction easement to Grantee, its agents and employees, with necessary
equipment, to enter upon and have access to the real property owned by Grantor, subject to the
provisions of this easement.
This temporary construction easement shall exist from the date construction begins and
shall continue until final completion of the project, that being defined as thirty (30) days after
issuance of the Certificate of Completion, this temporary construction easement shall terminate.
The expiration of the temporary construction easement shall not otherwise affect any of
Grantee's easement rights.
TO HAVE AND TO HOLD the rights and interests described unto Grantee and its
successors and assigns, forever, and Grantor do hereby bind themselves, and their successors and
assigns, and legal representatives, to warrant and forever defend, all and singular, the above -
described easement and rights and interests. unto Grantee, its successors and assigns, against
every person whomsoever lawfully claiming, or to claim same, or any part thereof, by, through,
or under Grantor, but not otherwise.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this the
day of , 2003.
GRANTOR:
By:
Name:
Its:
4.
THE STATE OF TEXAS
COUNTY OF
After recording please return to:
Stephan L. Sheets
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
ACKNOWLEDGMENTS
This instrument was acknowledged before me on this the day of
2003, by
of , for the
purposes and consideration and in the capacity therein expressed.
5.
Notary Public, State of Texas
MEMORANDUM
TO: Christine R. Martinez
FROM: Veronica Rivera
SUBJECT: Water & Wastewater Easements, Releases and First Amendment to the Cost
Sharing and Reimbursement Agreement
DATE: July 10, 2003
Enclosed for your files please find the original recorded Water and Wastewater Easement
documents granted by the parties to the Cost Sharing and Reimbursement Agreement
approved by City Council under Resolution No. R- 03 -03 -27 -912; copies of the Release of
Easement documents granted by the City for easements recorded in error; and the original
First Amendment to the Cost Sharing and Reimbursement Agreement document approved
by City Council under Resolution No. R- 03- 04- 10 -12C1.
@PFDUkmpl•:ODMNWo M' DOwGGRR1GNUHWY79AGND0052781 .WPDIvr
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RESOLUTION NO. R- 03- 03- 27 -9I2
WHEREAS, the City of Round Rock wishes to enter into a Cost
Sharing and Reimbursement Agreement with H.E. Butt Grocery Company, FM
1460 Partners, Ltd., 54 Acres Ltd., Highland Management, Inc., M &M
Equities IV, Inc., EMI Leasing Partners, LP, Church of Christ of Round
Rock, and Heritage Title Company of Austin concerning the development
of 10 tracts of land totaling 236.11 acres, and
WHEREAS, the City Council wishes to approve said Agreement, 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 Cost Sharing and Reimbursement Agreement with H.E.
Butt Grocery Company, FM 1460 Partners, Ltd., 54 Acres Ltd., Highland
Management, Inc., M &M Equities IV, Inc., EMI Leasing Partners, LP,
Church of Christ of Round Rock, and Heritage Title Company of Austin
concerning the development of 10 tracts of land totaling 236.11 acres,
including Ryan's Crossing, a copy of said Agreement 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.
RESOLVED this 27th day of March,
003
AT EST:
CHRISTINE R. MARTINEZ, City Secretar
2
WELL, Mayor
City of Round Rock, Texas
COST SHARING AND REIMBURSEMENT AGREEMENT
THIS COST SHARING AND REIMBURSEMENT AGREEMENT (this "Agreement") is executed to be
effective the day of , 2003, by and among H.E. Butt Grocery Company, a
Texas corporation ( "HEB "), FM 1460 Partners, Ltd., a Texas limited partnership ( "1460
Partners "), 54 Acres Ltd., a Texas limited partnership ( "54 Acres "), Highland
Management, Inc., a Texas corporation ( "Highland"), M &M Equities IV, Inc., a Texas
corporation ( "M&M"), EMI Leasing Partners, LP, a Texas limited partnership ( "EMI"),
Church of Christ of Round Rock, a ( "Church "), Heritage Title Company of
Austin, Inc., a Texas corporation ( "Escrow Agent"), and The City of Round Rock, a Texas
municipal corporation (the "City").
Recitals:
I. The private parties to this Agreement own property in the City of Round Rock,
Williamson County, Texas, all as generally depicted on the attached Exhibit "A ", and as
further described as follows:
A. HEB owns the following described property ( "HEB Tract "):
Approximately 102.007 acres of land out of the P.A. Holder Survey, known as the Johnson
Tract, PUD No. 53, tax parcel R055807. The HEB Tract is sometimes referred to as the
"Johnson Tract" herein.
B. 1460 Partners is the owner of the following described property ( "1460 Partners Tract "):
Approximately 6.011 acres of land out of the P.A. Holder Survey, known as the FM 1460
Partners, Ltd., tract, tax parcel R055814.
C. 54 Acres is the owner of the following described property ( "54 Acres Tract "):
Approximately 47.5 acres of land out of the P.A. Holder Survey, known as the 54 Acres,
Ltd., tract, tax parcel R055874.
D. Highland is the owner of the following two described properties:
(i) Approximately 21.852 acres of land out of the P.A. Holder Survey, known as the
Highland Management, Inc., tract, tax parcel R096219. ( "Highland North Tract ")
(ii) Approximately 14.393 acres of land out of the P.A. Holder Survey, known as the
Highland Management, Inc., tract, tax parcel R055876. ( "Highland South Tract ")
E. M &M is the owner of the following described property ( "M&M Tract ") (sometimes
referred to as the "Knox Subdivision "), which is comprised of the three following parcels:
G: \CLIENT \H EB.S CM\N W C 7 9& 1460\ WASTEWATER\ COSTSHARINGANDREIMBURSEMENTAGREEMENTI O.
EXHIBIT
"A"
(i) Approximately 7.838 acres of land out of the P.A. Holder Survey, known as the M &M
Equities IV Inc., tract, tax parcel R055816.
(ii) Approximately 1.047 acres of land out of the P.A. Holder Survey, known as the M &M
Equities IV Inc., tract, tax parcel R395237.
(iii) Approximately 1.378 acres of land out of the P.A. Holder Survey, known as the M &M
Equities IV Inc., tract, tax parcel 8395236.
F. EMI is the owner of the following described property ( "EMI Tract"):
Approximately 10.068 acres of land out of the P.A. Holder Survey, known as the EMI
Leasing Partners, LP, tract, tax parcel R055875.
G. Church is the owner of the following described property ( "Church Tract"):
Approximately 24.011 acres of land out of the P.A. Holder Survey, known as the Church of
Christ of Round Rock, tract, tax parcel R082158.
Il. The private parties want to facilitate development of their respective tracts by
constructing and/or improving water and wastewater infrastructure in the areas where their
tracts are located, and the City recognizes that such construction and improvement, which
may include oversized improvements, will help provide necessary municipal services for
such tracts and for anticipated development in the area.
III. The Water Project, the Wastewater -A Project, and the Wastewater -B Project (defined
below) infrastructure improvements to be made pursuant to this Agreement will benefit and
be primarily paid for by different combinations of the private parties, with contribution by the
City as specified herein, and the construction management, payment, and reimbursement
procedures will be the same for each of the Projects, except as may be otherwise described in
this Agreement.
IV. This Agreement and the City's joinder herein and participation in the cost of the Projects,
as hereinafter set forth, are authorized pursuant to Vernon's Texas Codes Annotated, Local
Government Code, Subchapter C, Section 212.071 et. seq. which authorizes municipalities
with a population of 5,000 or more to make a contract with a developer for the developer to
construct public improvements related to the development and for the municipality to
participate in their cost.
V. The parties desire to enter into this Agreement to set forth certain covenants and
agreements with respect to the construction of the Projects that will serve and are related to
development of the various properties described above.
2
Agreement:
NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants and benefits herein contained, HEB, 1460 Partners, 54 Acres, Highland,
M &M, EMI, the Church, and the City covenant and agree as follows:
1. Defined Terms. The following terms shall have the meanings set forth in this Section
(a) "Costs" means all soft and hard costs associated with any described Project, including,
but not limited to, engineering costs, surveying costs, attorneys fees, other consulting fees,
costs of labor, materials, and supplies, and any other similar costs or expenses, but "Costs"
do not include any costs incurred in acquiring the PVLC Easement (hereafter defined).
(b) "Developers" means HEB, 1460 Partners, 54 Acres, EMI, Highland, M &M, and the
Church, and their respective heirs, successors, and assigns, and "Developer" means any one
of the Developers.
(c) "Escrow Account" means the escrow account established with the Escrow Agent into
which funds for the construction of the Projects will be deposited by the Developers and the
City, as set forth in this Agreement, and which Escrow Account will be held and disbursed in
accordance with this Agreement and with an Escrow Agreement (herein so called) in
substantially the form as that attached hereto as Exhibit "C ".
(d) "Escrow Agent" means Heritage Title Company of Austin, Inc.
(e) "LUE" means a living unit equivalent of wastewater service (or, with regard to water
LUEs as referenced in Section 5(b) hereof, as defined in the City's Subdivision Code).
(f) "Project Engineer" means the registered engineer who is responsible for a Project or a
portion of a Project.
(g) "Project Manager" means the person or entity designated herein to manage the design,
engineering, and construction of a Project and to perform the other duties and responsibilities
set forth in this Agreement.
(h) "Project" means collectively all, or in groups as appropriate to the context, the
Wastewater -A Project, the Wastewater -B Project, and the Water Project.
(i) 'Schedule" means the Palm Valley Market Center Off -Site Improvement Cost
Participation schedule attached as Exhibit `B" hereto, setting out the number of LUEs
associated with each tract and the component and total cost participation of each party hereto
for the construction of the Projects as described in this Agreement.
3
(j) "Sketch" means the drawing attached as Exhibit "A" hereto, showing the location of the
Project in relation to the tracts owned by the Developers.
(k) "Wastewater -A Project" means the design, engineering, and construction of a fifteen inch
(15 ") and a twelve inch (12 ") wastewater line in the location shown and as identified on the
attached Sketch.
(1) "Wastewater Project" means the design, engineering, and construction of a twelve inch
(12 ") wastewater line in the location shown and as identified on the attached Sketch.
(m) "Wastewater - Project Developers" means the Developers who will participate in and
be responsible for the Wastewater -A Project, being M &M, Highland South, Highland North,
EMI, HEB, the Church, 1460 Partners, and 54 Acres.
(n) "Wastewater -B Project Developers" means the Developers who will participate in and be
responsible for the Wastewater -B Project, being HEB, 1460 Partners, and 54 Acres.
(o) "Water Project" means the design, engineering, and construction of a twelve inch (12 ")
waterline in the location shown and as identified on the attached Sketch.
(p) "Water Project Developers" means the Developers who will participate in and be
responsible for the Water Project, being 1460 Partners, 54 Acres, Highland North, and the
Church.
2. Water and Wastewater LUE Allocations & Contributions. (a) Proiect Contribution.
The Developers agree that their respective contributions, as well as the number ofLUEs each
Developer has that will be served by the Project, shall be as set forth on the Schedule.
Within 15 days after the date the PVLC Easement is acquired, each Developer will deposit
its applicable contribution into the Escrow Account, such amounts being set forth on the
Schedule (with respect to each Developer and the City, its `Project Contribution "). The City
hereby agrees that as of the date of this Agreement, there is and shall be reserved to each
affected property hereunder at least the number of LUE's of water and wastewater service, as
applicable, as set forth on the Schedule, and further agrees that the City shall provide such
service conditioned only upon completion of the Project. If all of the Project Contributions
required by this Section 2 are not deposited into the Escrow Account as described herein,
then this Agreement will be automatically terminated, and any Project Contributions
previously deposited will be returned. However, all Developers who have made their Project
Contributions may, in the exercise of their sole discretion, by written amendment to this
Agreement, agree to absorb the Project Contributions of any non-contributing Developer, and
proceed with the Project.
4
(b) Funding of Contribution by the City. The City agrees that within 60 days after the
Construction Contract (as defined in Section 4.(d) hereof) for the Project is executed in
accordance with and pursuant to this Agreement, the City shall deposit with the Escrow
Agent a single lump sum payment in the amount of $91,073.37 or thirty percent (30 %) of the
total contract price, whichever amount is less as set forth on the Schedule (the "City's
Deposit"). The Escrow Agent will hold the City's Deposit and disburse for use in paying the
Costs in accordance with this Agreement and in accordance with the Escrow Agreement.
Within ten (10) business days from the date of completion of the Project and acceptance
thereof by the City, the City shall execute with the Developers a document accepting title and
ownership of the Project. For purposes of this agreement, the Project shall be completed
when the City's Director of Public Works and the Developer's Engineer certify in writing
that the work involved in the Project has been completed in accordance with the plans and
specifications for the Project.
(c) Maximum Contribution. The maximum amount of the City's Deposit shall be limited to $
91,073.37 or thirty percent (30 %) of the total contract cost, whichever amount is less.
3. Performance Bond. Pursuant to Section 212.073 of the Local Government Code, the
Developers, at their sole cost and expense, shall execute a performance bond for the
construction of the improvements to ensure completion of the Project. The bond shall be
executed by a corporate surety in accordance with chapter 2253, Government Code.
4. Project. Except and only to the extent expressly provided otherwise in this Agreement,
this Section 4 shall apply to the Wastewater -A Project, the Wastewater -B Project and the
Water Project as if set out fully in connection therewith, and where the share of costs
described are to be shared by certain Developers and/or the City, such pro rata shares shall be
as set out in the Schedule with regard to each particular project. The Project will be designed,
engineered, and constructed as set forth in this Section 4.
(a) 54 Acres, Ltd. to Act as Project Manager. The Project Manager (and any Substitute
Project Manager shall perform its obligations hereunder at no cost to the Developers. Upon
presentation of a receipt, the Project Manager shall be reimbursed from the Escrow Account
for out -of- pocket expenses directly related to the Projects, even if such expenses do not
constitute "Costs" hereunder (e.g., copying charges, filing fees, courier fees, etc.), provided,
however, that all of such out -of- pocket expenses in the aggregate may not exceed $1,000.00.
Any out -of- pocket expenses in excess of $1,000 must be approved by Developers who are
obligated to pay 65% of the Costs hereunder in the aggregate. In connection with the
Projects, the Developers hereby initially designate 54 Acres, Ltd. (John Lewis, managing
partner):
(i) to serve as the Developers' Project Manager for all aspects of the design and
construction of such Projects;
5
(ii) to act as the Developers' representative and authorized agent for the performance
of all obligations of the Developers under this Agreement, for issuance and receipt of
notices to and from the Developers under this Agreement, and for receipt of all
escrowed funds under this Agreement and for proper distribution of same.
(b) Design and Engineering of Project. Project Manager has engaged the services of Baker -
Aicklen & Associates, Inc. ("Engineer") to design and engineer the Projects and to prepare
the construction plans for the Project (the "Plans "). The City has reviewed and approved the
Plans, identified at the City as "Pahn Valley Market Center — Offsite Water /Wastewater
Improvements" and a copy of which is available at the City's Public Works Department.
(c) Acquisition of Right -of -Way. As set forth in Section 12 hereof, the Developers will grant
certain easements identified by the Project Engineer as necessary for the construction of the
Project. The Developers will grant other easements as needed if the Project Engineer
demonstrates that such easements are necessary for the construction of the Project. The City
agrees to pursue acquisition of an easement across the property of the Palm Valley Lutheran
Church (the "PVLC Easement ") for purposes of constructing and/or completing a water line
"loop" to connect to the Water Project. The Developers and the City assume that the PVLC
Easement, and any other easements necessary for the Project can be obtained without cost. If
the PVLC Easement can not be obtained without cost within 30 days after the effective date
of this Agreement, this Agreement will terminate, unless the City and all of the Developers
agree to a written amendment to this Agreement allocating the cost of the acquisition of the
PVLC Easement.
(d) Construction Contract. Subject to the acquisition of the PVLC Easement and Developers
first depositing their respective share of the Costs into the Escrow Account, pursuant to
Section 2 hereof, and then promptly thereafter, the Project Manager will enter into a
Construction Contract (the "Construction Contract ") with the selected bidder for the
construction of the Project, for a contract amount estimated to be $578,130.50. The Project
Manager shall solicit bids for the Construction Contract, and shall choose the low bid from at
least three (3) bids from qualified bidders. If the Project Manager wants to accept other than
the low bid, such other bid must be approved by at least that number of Developers who are
obligated to pay 65% of the Costs hereunder in the aggregate The Construction Contract
shall be a fixed price contract. The contractor to which the Construction Contract is awarded
by the Project Manager shall obtain and maintain an adequate payment and performance
bond for the Project.
(e) Commencement of Construction. Promptly upon execution of the Construction Contract,
the Project Manager shall cause the contractor to commence and diligently prosecute the
construction of the Project pursuant to the Plans. Such construction shall commence no later
than June 1, 2003, and once commenced, construction of the Project shall be diligently
pursued to completion, in any event no later than November 30, 2003. If construction has
not commenced or been completed by those dates, then the Developers may select a
Substitute Project Manager pursuant to Section 4(g) hereof.
6
(f) Project Manager's Responsibilities. During the course of construction of the Project, the
Project Manager will, or will cause the Project Engineer to:
(i) monitor activities of the construction contractor and the progress of construction
of the Project to encourage the timely and efficient completion of the Project
following the approved Plans and construction schedule, subject to force majeure;
(ii) review inspection reports, conduct field inspections, and coordinate with
approved inspectors and the contractor to cure defects and deficiencies in the
construction before final acceptance;
(iii) arrange and observe with the contractor all acceptance testing and notify the City
and the Project Engineer of the conduct of the same;
(iv) notify the City and the Project Engineer of defects and deficiencies found in the
work and instruct the contractor to correct such defects and deficiencies;
(v) ensure access and permit the City's inspectors and other authorized
representatives to inspect the construction at all times during the construction and the
contractor's one year warranty period following construction;
(vi) review change orders, and submit change order requests along with the Project
Engineer's recommendations to the City, as described and required in Section 6(c)
hereof;
(vii) prepare certificates of substantial completion for execution by the construction
contractor and for Project Engineer concurrence; submit to the contractor a list of
observed items requiring completion or correction;
(viii) conduct and coordinate final inspection of the Project in the presence of the
Project Engineer and the City inspector; transmit a final list of items to be completed
or repaired to the contractor; and confirm that the contractor has corrected the items
to be completed or repaired;
(ix) arrange preparation of a certificate of project completion by the Project Engineer
according to contract documents and approved change orders, and submit it to the
City for review and approval of a concurrence letter;
(x) within 30 days after final completion and prior to acceptance of the Project by the
City for ownership and maintenance, provide to the City as -built drawings for the
Project prepared and duly sealed by the Project Engineer;
7
(xi) prior to acceptance of the Project by the City for ownership and maintenance
assign all warranties, guarantees, maintenance bonds, or like assurances of
performance to the City; and
(xii) make timely payment to the Project Engineer and construction contractor for
work performed in accordance with the Construction Contract in connection with the
Project.
(g) Substitute Proiect Manager. In the event 54 Acres, Ltd. resigns or is disqualified from
continuing its service as Project Manager, its replacement shall be designated pursuant to this
Section 4(g). The City and each Developer agree that 54 Acres, Ltd. shall become
disqualified to continue its service as Project Manager if John Lewis ceases being the
managing partner of 54 Acres, Ltd. or if 54 Acres, Ltd. (a) sells all of the 54 Acres Tract, (b)
is subject to receivership, liquidation, insolvency, or bankruptcy, (c) is abolished, dissolved,
terminated, or wound up, or (d) fails or refuses to cure a default under this Agreement within
twenty (20) days of the City's or a Developer's notice to it concerning such default (or, if
such default is not susceptible to cure within 20 days, fails to commence such a cure within
20 days and thereafter to diligently pursue such cure to completion, in any event no later than
seventy (70) days after the City's or a Developer's notice of default). In the event that 54
Acres, Ltd. resigns or is disqualified from continuing its service as Project Manager as set out
in this Section 4(g), then the parties to this Agreement, other than (i) 54 Acres, Ltd. (if it has
been disqualified) and (ii) the City, may vote for a Substitute Project Manager as follows:
each party entitled to vote that wants to vote shall notify each other party of its choice for
Substitute Project Manager by faxing notice of such choice to the other parties hereunder
within five (5) days of receiving notice of the disqualification of 54 Acres, Ltd. hereunder;
each party hereto that is entitled to vote may, during the next 5 days, vote for one of the
noticed substitute nominees, and such voting party shall have one vote to cast for Substitute
Project Manager for each whole dollar of such party's Costs obligation hereunder. The
person or entity that receives at least 65% of the votes cast within such five (5) day period
shall become the Substitute Project Manager hereunder. hnmediately upon such election, the
authority and obligations of "Project Manager" under this Agreement shall vest, without the
necessity of further action by or consent of the parties hereto, in such elected Substitute
Project Manager, subject to and in accordance with the provisions of this Agreement at all
times, until such time as the Substitute Project Manager resigns or is otherwise disqualified
hereunder. Each successive Substitute Project Manager shall be elected in the same way,
with only the City and the previous parties that have served but been disqualified as Project
Manager or Substitute Project Manager not entitled to vote. (Parties that have resigned but
that have not been disqualified as Project Manager or Substitute Project Manager hereunder,
and that have made their respective Project Contribution, are not disqualified from voting as
a consequence only of such resignation.) No Party hereto may become Substitute Project
Manager if that Party has not paid its Project Contribution.
(h) Unified Proiect. Notwithstanding any provision of this Agreement to the contrary, the
Construction Contract will provide for construction of all of the projects, the Project
Engineer and Project Manager shall perform the duties assigned to them under this
8
Agreement with regard to all of the projects, and the Contributions for all of the projects shall
be deposited at the same time as set forth herein.
5. City Agreements. In addition to the covenants and agreements by the City set forth in
other provisions of this Agreement, the City covenants and agrees as follows:
(a) Expedited Inspection and Review. The City agrees to expedite the review of all Plans
submitted for the Project, and further agrees to promptly inspect and accept the Project
during and after construction, subject to the terms and conditions hereof including the
requirement that the Project be built according to the Plans.
6. Funding and Reimbursement of Project Costs; Construction Costs Oversight.
(a) Estimated Project Costs. The Developers have estimated the total Engineering,
Surveying, and Construction Costs (as defined in Section 1.a hereof) for the Project to be
$683,130.50.
(b) Developers' Agreement to Fund Design and Construction of Project. Subject to the City's
agreement to pay the share of the Costs set out on the Schedule in accordance with the
provisions of this Agreement, the Developers agree to fund and timely pay the Costs
associated with the engineering, design, construction, financing, accounting, project
management, inspection, legal services and other costs associated with the completion of the
Project in accordance with this Agreement. The Developers agree that the Project Manager
may withdraw funds from the Escrow Account to pay Costs associated with the Project upon
submission to the Escrow Agent of a draw request certified to the Developers by the Project
Engineer, including lien waivers and certification that the work for which the draw is
submitted has been completed in accordance with the Plans. Notwithstanding any other
provision of this Agreement to the contrary, Escrow Agent shall retain ten percent (10 %) of
the amount of the Construction Contract as statutory retainage, which 10 %retainage shall not
be released to the Project Manager for disbursement until the later of (i) acceptance of the
Project by the City, or (ii) 31 days after completion of the Project. Upon completion and
acceptance by the City of the Project, and payment of all of the Costs, but in any event no
sooner than ten (10) days or later than fifteen (15) days after such acceptance by the City, the
Project Manager shall instruct the Escrow Agent to disburse any remaining escrowed funds
to the Developers and the City in the same proportion that each party's initial deposit bore to
the total deposited amount for payment of the Costs.
(c) Change Orders. During the course of construction of the Project, the Project Manager
will, or will cause the Project Engineer to, review all change orders to the Construction
Contract and/or the Plans that either (1) are greater than $2,000.00, (2) when added to all
prior change orders exceed five percent (5 %) of the contract amount under the Construction
Contract, or (3) exceed five percent (5 %) of the line item cost for such item as set out in the
9
Construction Contract (provided, however, that changes that [x] are greater than $10,000.00,
[y] exceed 10% of the total Construction Contract amount, or [z] exceed 10% of any line
item must be approved by as many Developers as are obligated for at least 65% of the Costs
for the portion of the affected Project as set out on the Schedule), and in any case submit
such change orders along with the Project Engineer's recommendations to the City for review
and approval, which approval will not be unreasonably withheld or delayed. The Project
Manager will also prohibit work on change orders that the City has not approved unless
required for an emergency, and will take appropriate steps to insure those change orders,
either singly or in accumulation with those so approved, do not increase the construction
Costs by more than twenty percent (20 %).
(d) Report of Proiect Costs Required. Quarterly during the construction of the Project, and
within thirty (30) days of the City's written final acceptance of the Project, the Project
Manager will submit a written report to the Developers and the City of the total Costs
incurred for the Project to date that includes supporting information documenting all amounts
paid and verifying that the Project Manager has complied with the requirements of this
Agreement in the construction of the Project.
7. Construction Shortfalls; Excess Funds.
(a) Shortfalls and Advances. If during the course of construction there are insufficient funds
in the applicable Escrow Account to pay for the Costs of construction of any project (a
"Shortfall "), then upon the Project Manager's written request for payment of the Shortfall (i)
the applicable Developers shall deposit sums equaling the Shortfall in the aggregate, pro rata
based upon the Developers' respective initial applicable Project Contributions, into the
Escrow Account to pay for such Shortfall, or (ii) any Developer may elect to fund such a
Shortfall (any such funding, an "Advance").
(b) Withdrawal. If a Developer has not deposited its share of the Shortfall within twenty (20)
days after the Project Manager's notice of the Shortfall and request for payment, then the
Project Manager shall send a second notice to such Developer requesting the payment of that
Developer's share of the Shortfall again, and notifying that Developer of the consequences of
deemed withdrawal hereunder if its share of the Shortfall is not deposited within 10 days
after the date of such second notice. If a Developer has not deposited its share of the
Shortfall by the end of such 10 -day period, then that Developer shall be deemed to have
withdrawn from this Agreement. A Developer that is deemed to have withdrawn pursuant to
this Section 7(b) shall not be entitled to receive service pursuant to this Agreement, but,
rather, shall receive water /wastewater service from the City, if at all, pursuant to all terms
and conditions lawfully imposed by the City for such service.
(c) Reimbursement of Advances. The Project Manager shall, in cooperation with the Escrow
Agent, keep accounts of any Advance made by any Developer in excess of such Developer's
Project Contribution. Excess Advances made by any Developer during the course of a
project shall be reimbursed to such Developer pro rata from subsequent payments made by
10
the other Developers who did not participate in the Advance, or if the Advance has not then
been reimbursed in full, from any excess Contributions in the Escrow Account after the
Project is complete prior to any such excess Contributions being retumed to the Developers
pro rata.
8. Ownership of Facilities. From and after the time of final completion of the Project by
Developers and City's final acceptance of same, the City will own, operate, and maintain the
Project so accepted and the City shall be responsible for all costs associated with the
ownership, operation and maintenance of same.
(a) Transfer Documents. Prior to final acceptance of the Project, the Developers agree to
execute and deliver to the City, without warranty, such bills of sale, assignments, or other
instruments of transfer requested by the City, in a form and content acceptable to the City's
attomey, to evidence the City's ownership of same. Within said 30 -day period, the
Developers will also deliver to the City all bonds, warranties, guarantees and other
assurances of performance, record drawings, easements, project manuals and all other
documentation related to that Project that is within the custody and control of Developers.
(b) Liens. The Project Manager will make timely payment to the engineers and contractors
for all Costs of the work and for all materials and services relating to the Project. The
Developers and the Project Manager will not cause, suffer, or permit the filing, perfection, or
execution of any lien or other encumbrance against the Project, any Developer's property, or
any portion thereof. If any lien or other encumbrance is filed against the Project, or any
portion thereof, due to work performed or materials furnished by or at the request of the
Developers, the Developers will cause the same to be fully discharged and released of record
by payment, deposit, bond, or order of a court of competent jurisdiction or otherwise. The
Developers will secure the release of the lien or other encumbrance within ninety (90) days
after the filing or perfection thereof, unless the parties mutually agree in writing to additional
time. The Developers agree that the City will not accept any improvement burdened by any
lien or other encumbrance. Notwithstanding any provision of this Section 8.b to the contrary,
the Project Manager shall be solely responsible for securing the release of any lien on any
Developer's property resulting from the act or omission of the Project Manager.
9. Provision of Service from the Project. The parties agree that, from and after fmal
acceptance of the Project (or applicable phase thereof) by the City, the City will provide
utility service to customers within the Property subject to the conditions stated in this
Agreement and the City's policies and ordinances, as amended, provided, however, that none
of such policies or ordinances shall be construed or implemented to reduce the level of water
or wastewater service to any property covered by this Agreement from the level of service
described herein.
10. [intentionally omitted]
11
11. No Partnership. The Developers are not partners or joint venturers. This Agreement will
not be construed in any form or manner to establish a partnership, joint venture or agency,
express or implied, nor any employer - employee or borrowed servant relationship by and
among the parties, or any two or more of them.
12. Covenant of Cooperation; Easements. Each of the Developers shall grant easements to
the City at no charge across their respective properties in the locations shown on the Sketch
and as more particularly described in the metes and bounds descriptions and drawings
attached collectively as Exhibit "D" hereto, and on the easement form attached as Exhibit
"E" hereto. The easements required by this Section 12 shall be executed and delivered into
escrow with the Escrow Agent at the same time as the Project Contributions are required
under Section 2, and shall subsequently be delivered to the City by the Escrow Agent upon
the conveyance of the Project to the City (as described in Section 8 of this Agreement). Hall
of the easements required by this Section 12 are not delivered into escrow as required by this
Section 12, then this Agreement shall terminate.
13. Notice. All notices, demands and requests which may be given or which are required to
be given by either party to the other, and any exercise of a right of termination provided by
this Contract, shall be in writing and shall be deemed effective when: (i) personally delivered
to the intended recipient; (ii) two (2) days after being sent, by certified or registered mail,
return receipt requested, addressed to the intended recipient at the address specified below;
(iii) delivered in person to the address set forth below for the party to whom the notice was
given; (iv) deposited into the custody of a recognized overnight delivery service such as
Federal Express Corporation, Emery, or Lone Star Overnight, addressed to such party at the
address specified below; or (v) sent by facsimile, telegram or telex, provided that receipt for
such facsimile, telegram or telex is verified by the sender and followed by a notice sent in
accordance with one of the other provisions set forth above. For purposes of this Section 13,
the addresses of the parties for all notices are as follows (unless changed by similar notice in
writing given by the particular person whose address is to be changed):
If to HEB:
H. E. Butt Grocery Company
646 South Main
San Antonio, Texas 78204
Attn: Eric Moede
Phone: 210.938 -8070; Fax: 210.938 -7788
E -mail: moede.eric @heb.com
With copy to: Steven C. Metcalfe
301 Congress Avenue, Suite 2100
Austin, Texas 78701
Phone: 512.404-2209; Fax:512.404 -2244
E -mail: scm @lawdsw.com
12
If to 1460 Partners:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 78703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
E -mail- lewis @austin.rr.com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512/476 -1825
E -mail: srperry@sneedvine.com
If to 54 Acres:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 78703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
E -mail: lewis @austin.rr. com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512.476 -1825
E -mail: srperry@sneedvine.com
If to Highland:
Highland Resources, Inc.
211 East 7th Street, Suite 709
Austin, Texas 78701
Attn: David Bodenman
Phone: 512.474 -6491; Fax: 512.477 -2472
E -mail: davidcb @onr.com
With copy to:
Alan Haywood
Graves Dougherty Hearon & Moody
515 Congress Avenue
13
Austin, Texas 78701
Phone: 512.480 -5600; Fax: 512.478 -1976
E -mail: ahaywood @gdhm.com
If to M &M:
1100 Gattis School Road, Suite 300B
Round Rock, Texas 78664
Attn: Marvin Henderson
Phone: 512. 388 -1312; Fax: 512.
E -mail:
If to EMI:
1303 W. Industrial
Round Rock, Texas 78681
Attn: Jeff Link
Phone: 512.244 -3371; Fax: 512.
E -mail:
If to Church:
2401 E. Palm Valley Boulevard
Round Rock, Texas 78664
Attn: Jim Krebs
Phone: 512.388 -5925; Fax: 512.246 -8214
E-mail
If to the City:
City of Round Rock
Attn: Mr. Jim Nuse
Phone: 512.218 -5555; Fax: 512.218 -5563
E-mail
With copy to: Steve Sheets, Esq.
Sheets & Crossfield, L.L.P.
309 East Main Street
Round Rock, Texas 78644
Phone: 512.255.8877; Fax: 512.255.8986
E -mail: ssheets @sheets - crossfield.com
If to Escrow Agent:
Heritage Title Company of Austin, Inc.
98 San Jacinto Boulevard, Suite 400
Austin, Texas 78701
Phone: 512.505.5000; Fax: 512.505.5024
Attn: Nancy Grasshoff
14
14. Miscellaneous.
(a) Force Majeure. If, by reasons of Force Majeure, any party will be rendered wholly or
partially unable to carry out its obligations under this Agreement after its effective date, then
such party will give written notice of the particulars of such Force Majeure to the other party
or parties within a reasonable time after the occurrence of it. They will suspend the
obligations of the party giving such notice, to the extent affected by such Force Majeure,
during the continuance of the inability claimed and for no longer period, and any such party
will in good faith exercise its best efforts to remove and overcome such inability. The term
"Force Majeure" as utilized in this Agreement will mean and refer to acts of God; strikes,
lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the
government of the United States, the State of Texas, or any other civil or military authority;
insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes; storms;
floods; washouts; other natural disasters; arrests; restraint of government and people; civil
disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other
causes not reasonably within the control of the party claiming such inability.
(b) Venue. Venue for any suit arising under this Agreement will be in Williamson County,
Texas.
(c) Assignment. No party may assign its rights and obligations under this Agreement without
the prior written consent of the other parties, which consent shall not be unreasonably
withheld, conditioned, or delayed, except that a Developer may assign its rights under this
Agreement to a party that acquires all or a part of that Developer's property covered by this
Agreement (and the assigning Developer shall not be released from its liabilities hereunder as
a result of such assignment).
(d) Texas Law to Apply. THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS OF THE PARTIES CREATED BY
THE CONTRACT ARE PERFORMABLE IN WILLIAMSON COUNTY, TEXAS.
(e) Parties Bound. This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective heirs, executors, administrators, personal
representatives, legal representatives, successors and assigns.
(f) Legal Construction. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of the
Agreement, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in the Agreement.
15
(g) Gender. Words of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to include the
plural, and vice versa, unless the context requires otherwise.
(h) Multiple Counterparts. This Agreement may be executed in a number of identical
counterparts which, taken together, shall constitute collectively one (1) agreement; but in
making proof of this Agreement, it shall not be necessary to produce or account for more
than one such counterpart.
(Of any action at law or in equity, including an action for declaratory relief, is brought to
enforce or interpret any provision of this agreement, the prevailing party shall be entitled to
recover reasonable attorney's fees, costs of court and reasonable costs incurred to maintain
such action, from the other party, which fees may be set by the Court in the trial of such an
action or maybe enforced in a separate action brought for that purpose, and which fees shall
be in addition to any other relief which may be awarded.
(j) This agreement shall inure only to the benefit of the parties hereto. No other person or
entity shall be considered as a beneficiary of this agreement.
16
Executed to be effective , 2002.
H E Butt Grocery Company
By:
Name:
Title:
FM 1460 Partners, Ltd.
By: , its general partner
By:
Name:
Title:
54 Acres Ltd.
By: , its general partner
By:
Name:
Title:
Highland Management, Inc.
By:
Name:
Title:
M &M Equities IV, Inc.
By:
Name:
Title:
EMI Leasing Partners, LP
By: , its general partner
By:
Name:
Title:
Church of Christ of Round Rock
17
By:
Name:
Title:
The City of Round Rock
By:
Name:
Title:
Exhibit "A" Sketch
Exhibit `B" Schedule
Exhibit "C" Escrow Agreement
Exhibit "D" Easements
Exhibit "E" Easement Form
18
Accepted as to escrow arrangements:
Heritage Title Company of Austin, Inc.
By:
Name:
Title:
19
J -- RAISA •
TRACT
2179 K
323 WE,
s orpr
0- -
• oast In
NORM
PROP 1217
PROP 12' -13' 'Ms
BAKER-AICKLEN
& ASSOCIATES, INC.
I ENGINEERS /SURVEYORS
03 E. MAIN S. SUITE 201 ROUND 0000 Tuns 78664
1512) 244.9620
PLOT1E0; 11:19 NI 10/23/02 BY CM0u1
Summary
Water
Wastewater
Total
Church Tract
$58,944.66
$32,833.02
$91,777.69
Johnson Tract
$0.00
$165,784.27
$165,784.27
Highland North
$39,554.97
$93,917.02
$133,471.99
Highland South
$0.00
$5,223.46
$5,223.46
54 Acre
$81,824.50
$59,501.93
$141,326.43
1460 Partners
$33,350.27
$3,974.38
$37,324.65
Knox Subdivision
$0.00
$4,527.00
$4,527.00
EMI Leasing
$0.00
$12,621.65
$12,621.65
CORR
$49,715.17
$41,358.20
$91,073.37
_
Total
$263,389.57
$419,740.93
$683,130.50
Project
Water
Wastewater
Total
Construction
$222,905.50
$355,225.00
$578,130.50
Engineering / Surveying
$34,700.63
$55,299.37
$90,000.00
Legal
$5,783.44
$9,216.56
$15,000.00
Total
$263,389.57
$419,740.93
$683,130.50
Water Participants Frontage Percentage Cost
Church Tract 760 22.38% $58,944.66
Highland North 510 15.02% $39,554.97
54 Acre 1055 31.07% $81,824.50
1460 Partners 430 12.66% $33,350.27
CORR (Palm Valley Lutheran
Church and R.O.W. Frontage) 641 18.88% $49,715.17
Total
3396 $263,389.57
WW -A (to +oo- 21 +04) I 33.99% of WW
CORR (oversize 8" to 15 ") 1104LF ` 7 IN' $2.60 /(LF IN)
Remaining Cost
LUE Percentage Cost
Church Tract 48 3.41% $4,178.77
Johnson Tract 690 49.01% $60,069.76
Highland North 226 16.05% $19,675.02
Highland South 60 4.26% $5,223.46
54 Acre 252 17.90% $21,938.52
1460 Partners 20 1.42% $1,741.15
Knox Subdivision 52 3.69% $4,527.00
EMI Leasing 60 4.26% $5,223.46
Total
' Exhibit B
1408 $122,577.14
WW -A (21 +a4- 23 +a3) I 14.85% of WW
CORR (oversize 8" to 15 ") 199LF' 7 IN • $2.60 /(LF IN)
Remaining Cost
$142,669.94
($20,092.80)
$122,577.14
$62,331.53
($3,621.80)
858,709.73
LUE Percentage Cost
Church Tract 48 3.70% $2,174.43
Johnson Tract 690 53.24% $31,257.49
Highland North 226 17.44% $10,237.96
54 Acre 252 19.44% $11,415.78
1460 Partners 20 1.54% $906.01
EMI Leasing _ 60 4.63% $2,718.04
Total 1296 $58,709.73
Page 1 of 2
WW -A (23 +03- 29«73) I
Church Tract
Highland North
Total
WW -B (40 +00.43 +78)
WW -B (46 +25. 50+41)
(no oversize)
Exhibit B
12.55. of WW
CORR (oversize 8" to 12 ") 6701F' 4 IN' $2.60 /(LF IN)
Remaining Cost
WW -A (29+73 -36+01) I 14.39% of WW
CORR (oversize 8" to 12 ") 175LF • 4 IN • $2.60 /(LF IN)
CORR (oversize 8" to 10 ") 453LF' 2 IN • $2.60 /(LF IN)
$52,677.49
(56,968.00)
845,709.49
LUE Percentage Cost
Church Tract 48 8.19% $3,744.12
Highland North 226 38.57% $17,628.57
54 Acre 252 43.00% $19,656.64
EMI Leasing 60 10.24% $4,680.15
Total 586 $45,709.49
$60,400.72
($1,820.00)
($2,355.60)
$56,225.12
LUE Percentage Cost
48 17.52% $9,849.66
226 82.48% $46,375.46
274 $56,225.12
WW -A (36 +01• end) I 3.07% of WW $12,886.05
(no oversize)
LUE Percentage Cost
Church Tract
48 100.00% $12,886.05
Total
48 $12,886.05
6.84% of WW
ORR (oversize 6" to 12 ") 378LF • 4 IN' $2.60 /(LF IN)
$28,710.28
($3,931.20)
$24,779.08
LUE Percentage Cost
54 Acre 252 26.20% $6,490.99
1460 Partners 20 2.08% $515.16
Johnson Tract 690 71.73% $17,772.94
Total 962 824,779.08
WW-B (43 +75 - as «zs) I 7.48% of WW $31,396.62
ORR (oversize 8' to 12") 247LF' 4 IN' $2.60 /(LF IN) ($2,566.80)
$28,827.82
LUE Percentage Cost
1460 Partners 20 2.82% $812.05
Johnson Tract 690 97.18% $28,015.77
Total 710 $28,827.82
6.83% of WW $28,668.31
LUE Percentage Cost
Johnson Tract 690 100.00% $28,668.31
Total 690 $28,668.31
Page 2 of 2
ESCROW AGREEMENT
WITNESSETH:
EXHIBIT G
This Escrow Agreement ( "Agreement "), dated as of , 2003 (the "Effective
Date "), is entered into by and among (i) H.E. Butt Grocery Company, a Texas corporation
( "HEB "), FM 1460 Partners, Ltd., a Texas limited partnership ( "1460 Partners "), 54 Acres Ltd., a
Texas limited partnership ( "54 Acres "), Highland Management, Inc., a Texas corporation
( "Highland "), M &M Equities IV, Inc., a Texas corporation ( "M&M"), EMI Leasing Partners, LP,
a Texas limited partnership ("EMI), and Church of Christ of Round Rock, a
( "Church ") (collectively, the "Developers "), (ii) The City of Round Rock, a Texas municipal
corporation (the "City"), and (iii) Heritage Title Company of Austin, Inc., a Texas corporation
( "Escrow Agent "). This Agreement is executed pursuant to that certain Cost Sharing Agreement,
dated effective , 2003 (the "Cost Agreement "), executed by and among the
Developers and the City. All capitalized terms used in this Agreement shall have the same meaning
ascribed to them in the Cost Agreement, which by this reference is made a part hereof.
WHEREAS, as of the date of this Agreement, the Developers are the owners of tracts ofland
located at or near the intersection of US 79 and FM 1460 in Round Rock, Williamson County,
Texas; and
WHEREAS, the Developers and the City entered into the Cost Agreement in order to
memorialize their agreement regarding their respective obligations for the construction of and
payment for construction of certain water and wastewater improvements, as described in the Cost
Agreement (collectively, the "Obligations "); and
WHEREAS, the parties have estimated the cost of performing the Obligations to be
$683,130.50; and
WHEREAS, pursuant to and as more fully described in the Cost Agreement, each of the
Developers and the City shall deposit funds in escrow to pay for a pro rata portion of the cost of
performing the Obligations, in amounts, for purposes, and to be disbursed all as more specifically
described in the Cost Agreement; and
WHEREAS, the parties have agreed to the terms and condition of such escrow, which terms
and conditions are set forth below,
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in
this Agreement, and for valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:
G \Client\HEB.SCM\NWC 79 &I 460 \Wastewater\F.scrow Agreement.4.doc
1
1. Escrow Deposit. Pursuant to the terms of the Cost Agreement (a copy of which is
attached hereto as Exhibit "A ", and the terms of which are incorporated herein by reference), the
Developers and the City will deposit into the Escrow Account the amounts of their respective Project
Contribution as set out on the Schedule, and subsequently, the amounts of any Shortfall for which the
parties are liable under the Cost Agreement. Escrow Agent shall deliver a receipt to each Developer
and the City evidencing the receipt by Escrow Agent of such party's Project Contribution or Shortfall
deposit (all such amounts held in escrow, the "Funds "). Escrow Agent shall hold the Funds in the
Escrow Account, to be disbursed only as set forth in the Cost Agreement, including pursuant to
Section 6(b) pertaining to both (i) payment of periodic draw requests submitted by the Project
Manager and (ii) fmal disbursement after completion and acceptance of the Project, and shall not
otherwise release the Funds except as may be expressly provided herein. Upon Escrow Agent's
request, each party shall provide to Escrow Agent an IRC Form W -9 certifying to such party's tax
identification number as set forth on the signature pages of this Agreement. The total costs of this
escrow, being $100.00, shall be paid by the Project Manager to Escrow Agent on the date of
execution of the Cost Agreement by 54 Acres.
2. Draws and Termination of Escrow Account.
A. Draws. Draws maybe made on the Funds by the Project Manager as set forth
in Section 6(b) of the Cost Agreement.
B. Termination of Escrow Account. On the later to occur of (i) completion of
the Project and acceptance thereof by the City, as evidenced by written notification of such
acceptance delivered to the Project Manager by the City, or (ii) payment of the entire amount of the
Funds, Escrow Agent shall terminate the Escrow Account and release the Funds to the parties pro
rata according to their initial and subsequent deposits and any previous releases to the parties.
C. Method of Payment. Any payments to be made by Escrow Agent hereunder
may be made by Escrow Agent by check or wire transfer in accordance with instructions provided by
the Project Manager.
3. Escrow Agent's Rights, Duties and Responsibilities.
A. Status as Depository /Accuracy of Information. The Developers and the
City acknowledge and agree that Escrow Agent is acting solely and exclusively as a depository under
this Agreement. Escrow Agent shall have no liability to any person in acting upon or refraining from
acting upon any written notice, request, waiver, consent, certificate, receipt, authorization or other
paper or document which Escrow Agent, in good faith, reasonably believes to be genuine and
believes to be that which it purports to be on its face. If Escrow Agent is required by the terms of
this Agreement to determine the occurrence of any event or contingency in making such
determination, Escrow Agent may request from the Developers and the City or any other person such
reasonable additional evidence as Escrow Agent in its reasonable discretion may deem necessary to
make such determination, and may reasonably inquire and consult with, among others, any of such
G:\Cl ient\HEB. S CM\N W C 79841460 \ W as to wa ter\Escrow Agreemen t.4. doc
2
parties at any time. Escrow Agent shall not be liable for any damages resulting from its reasonable
delay in acting hereunder pending its examination of the additional evidence requested by Escrow
Agent.
B. Response Time by Escrow Agent. If the terms of this Agreement require
Escrow Agent to take certain action upon the occurrence of any event or contingency, the time
prescribed for action by Escrow Agent shall in all cases be a reasonable time after notice to Escrow
Agent of the happening of such event or contingency, unless a specific time period for response has
been stated.
C. Right to Confer with Legal Counsel. Escrow Agent may confer with legal
counsel m the event of any dispute or question as to the construction of any of the provisions of this
Agreement, or its duties hereunder, and shall incur no liability and shall be fully protected in acting
in accordance with the opinions of such counsel.
D. Conflicting Instructions, Disputes, Permissible Actions. In the event of any
conflicting or inconsistent claims or demands being made in connection with the subject matter of
this Agreement, or in the event that Escrow Agent is in doubt as to what action should be taken
hereunder, Escrow Agent petition any District Court of Travis County or the United States District
Court of the Western District of Texas for instructions or to interplead the Funds or any other items
into such court. The parties agree to the jurisdiction of either of said courts over their persons as
well as the Funds or other items held by Escrow Agent, waive personal service of process, and agree
that service of process by certified or registered mail, return receipt requested, to the address set forth
in this Agreement shall constitute adequate service. The Developers and, to the extent allowed by
applicable law, the City agree to indemnify and hold Escrow Agent harmless from any liability or
losses occasioned thereby and to pay any and all of its fees, costs, expenses, and counsel fees and
expenses incurred in any such action and agree that, on such petition or interpleader action, Escrow
Agent, its servants, agents, employees or officers will be relieved of further liability.
E. Indemnification. ESCROW AGENT SHALL NOT BE LIABLE TO ANY
PERSON FOR ANYTHING WHICH IT MAY DO OR REFRAIN FROM DOING IN
CONNECTION WITH THIS AGREEMENT, BUT EXCLUDING ESCROW AGENT'S OWN
GROSS NEGLIGENCE OR WILLFUL MALFEASANCE. ESCROW AGENT'S LIABILITY FOR
ANY GROSSLY NEGLIGENT PERFORMANCE OR WILLFUL MALFEASANCE SHALL NOT
EXCEED THE AMOUNT OF THE FUNDS. IN NO EVENT SHALL ESCROW AGENT BE
LIABLE TO ANY OTHER PARTY OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF BUSINESS, OR PUNITIVE OR
EXEMPLARY DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT, UNLESS DUE TO THE WILLFUL MALFEASANCE OF ESCROW AGENT.
THE DEVELOPERS AND, TO THE EXTENT ALLOWED BY APPLICABLE
LAW, THE CITY AGREE, SEVERALLY AND NOT JOINTLY, TO PROTECT, DEFEND,
INDEMNIFY AND HOLD HARMLESS ESCROW AGENT AGAINST ANY AND ALL COSTS,
G:\Client\HEB.SCMINWC 79 &I460WJastewater Escrow Agreement_4.doc
3
LOSSES, DAMAGES, LIABILITIES, CLAIMS, EXPENSES (INCLUDING COUNSEL FEES
AND EXPENSES) AND CLAIMS INCURRED BY IT, EXCEPT FOR GROSS NEGLIGENCE OR
WILLFUL MALFEASANCE ON ESCROW AGENT'S PART, ARISING OUT OF OR
CONNECTED WITH ITS AGREEMENTS HEREUNDER OR THE PERFORMANCE OF ITS
DUTIES AND RESPONSIBILITIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES
OF DEFENDING ITSELF AGAINST ANY CLAIM OF LIABILITY RELATING TO THIS
AGREEMENT.
THE PROVISIONS OF THIS PARAGRAPH 3E SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT FOR A PERIOD OF ONE YEAR.
4. Successor Escrow Agent.
A. Resignation. Escrow Agent (and any successor escrow agent) may at any
time resign by delivering such resignation to the Developers and the City in writing, and, following
the election of a successor escrow agent by the Developers entitled to vote (m the same manner as
the Developers may choose a Substitute Project Manager pursuant to Section 4(g) of the Cost
Agreement), as well as the City, and the written agreement of such successor escrow agent to accept
the obligations of Escrow Agent hereunder, by delivering the Funds to such successor escrow agent,
whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in
connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of
the appointment of and acceptance by the successor escrow agent or the day that is sixty (60) days
after the date of delivery of Escrow Agent's written notice of resignation to the Developers and the
City. If a successor escrow agent has not been appointed at the expiration of such sixty (60) day
period, Escrow Agent's sole responsibility hereunder shall be the safekeeping of the Funds and to
disburse the Funds in accordance with written instructions signed by the Developers and the City or
as any court of competent jurisdiction may order.
B. Successor Escrow Agent Appointed by the Developers and the City. If
Escrow Agent receives a written notice signed by the requisite number of Developers (as described
in Paragraph 4.A. above and Section 4(g) of the Cost Agreement) and the City stating that they have
selected another escrow agent, Escrow Agent shall deliver the Funds to the successor escrow agent
named in the notice within three (3) business days of Escrow Agent's receipt of such notice,
whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in
connection with this Agreement.
5. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit
of, the successors and permitted assigns of the parties.
6. No Assignment. No party may assign any of its rights, title or interest under this
Agreement, without prior notice to the other parties, except to the extent and in the manner and to the
same entity that any party hereto is permitted to assign its rights, title or interest under the Cost
Agreement.
G;\Ctient\HEB.SCM\N WC 79 &1460 \Wastewater\Escrow Agreement.4.doc
4
7. Notices. All notices, requests, demands or other communications hereunder shall be
in writing and shall be delivered by personal delivery, overnight mail or delivery service, facsimile,
or United States registered or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to HEB:
H. E. Butt Grocery Company
646 South Main
San Antonio, Texas 78204
Attn: Eric Moede
Phone: 210.938 -8070; Fax: 210.938 -7788
E -mail: moede.eric@heb.com
With copy to: Steven C. Metcalfe
301 Congress Avenue, Suite 2100
Austin, Texas 78701
Phone: 512.404 -2209; Fax: 512.404 -2244
E -mail: scm @lawdsw.com
If to 1460 Partners:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 8703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
E -mail: lewis @austin.rr.com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512/476 -1825
E -mail:
If to 54 Acres:
John Lewis Company
1717 West 6th Street, Suite 390
Austin, Texas 8703
Attn: John C. Lewis
Phone: 512.476 -7011; Fax: 512.476 -7070
G: \Client\nEB.SCM\NWC 79&1460 \ Wastewater \ F_scrow Agreement4.doc
5
E -mail: lewis @austin.rr.com
With copy to:
Sam Perry
Sneed, Vine & Perry PC
901 Congress Avenue
Austin, Texas 78701
Phone: 512.476 -6955; Fax: 512.476 -1825
E-mail
If to Highland:
Highland Resources, Inc.
211 East 7th Street, Suite 709
Austin, Texas 78701
Attn: David Bodenman
Phone: 512.474 -6491; Fax: 512.477 -2472
E -mail: davidcb @onr.com
With copy to:
Alan Haywood
Graves Dougherty Hearon & Moody
515 Congress Avenue
Austin, Texas 78701
Phone: 512.480 -5600; Fax: 512.478 -1976
E -mail: ahaywood @gdhm.com
If to M &M:
Attn:
Phone: ;Fax
E -mail:
With copy to:
Phone: ;Fax
E -mail:
If to EMI:
G:\C1ien01-1EB.SCMW WC 79& 1460\ Wastewater\ Escrow Agreement.4.doc
6
Attn: Jeff Link
Phone: ;Fax
E -mail:
With copy to:
Phone: ;Fax
E -mail:
If to Church:
Attn: Jim Krebs
Phone: 512.388 -5925 ;Fax
E -mail:
With copy to
Phone: ;Fax:
E -mail
If to the City:
City of Round Rock
Attn: Mr. Jim Nuse
Phone: ; Fax:
E -mail:
With copy to: Steve Sheets, Esq.
Sheets & Crossfield, L.L.P.
309 East Main Street
Round Rock, Texas 78644
Phone: 512.255.8877; Fax: 512.255.8986
E -mail: ssheets @sheets- crossfield.com
If to Escrow Agent:
Heritage Title Company of Austin, Inc.
98 San Jacinto Boulevard, Suite 400
Austin, Texas 78701
G: \Client\HEB.SCM W W C 79 &1460 \Wastewater\Fscrow Ageement.4.doc
7
Attn: Nancy Grasshoff
Phone: 512.505.5000; Fax: 512.505.5024
or to such other address as any party may from time to time designate by notice in writing to the
other parties. Any such notice, request, demand or communication shall be deemed to have been
given on the actual date of delivery. The refusal to accept delivery by any party or the inability to
deliver any communication because of a changed address of which no notice has been given in
accordance with this Paragraph shall constitute delivery.
8. Termination. This Agreement shall terminate as provided in Paragraph 2B hereof.
9. Amendment. Neither this Agreement nor any provision hereof may be changed,
amended, modified, waived or discharged orally or by any course of dealing, but only by an
instrument in writing signed by the party against which enforcement of the change, amendment,
modification, waiver or discharge is sought.
10. Legal Fees. In the event legal action is instituted by any of the parties to enforce the
terms of this Agreement or arising out of the execution of this Agreement, the prevailing party will
be entitled to receive from the other party its reasonable attorneys' fees and court costs actually
incurred to be determined by the court in which the action is brought.
11. Applicable Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Texas.
12. Waiver. Failure of any of the Developers or the City to exercise any right given
hereunder or to insist upon strict compliance with regard to any term, condition or covenant specified
herein, shall not constitute a waiver of the Developers' or the City's right to exercise such right or to
demand strict compliance with any term, condition or covenant under this Agreement.
13. Counterparts. This Agreement may be executed in several counterparts, each of
which may be deemed an original, and all of such counterparts together shall constitute one and the
same Agreement.
14. Captions. All captions, headings, paragraph and subparagraph numbers and letters
are solely for reference purposes and shall not be deemed to be supplementing, limiting, or otherwise
varying the text of this Agreement.
15. Severability. The invalidity or unenforceability of a particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision were omitted.
16. Entire Agreement. Time is of the essence of this Agreement. This Agreement
constitutes the sole and entire agreement of the parties and is binding upon the Developers and the
G:\Client\HEB.SCM W WC 79 &1460\ Wastewater\Escrow Ageement.4.doc
8
City, and their respective heirs, successors, legal representatives and assigns.
(Remainder of page left intentionally blank)
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9
IN WITNESS WHEREOF, this Agreement shall be deemed executed as of the date first set
forth above.
H.E.Butt Grocery Company
By:
Name:
Title:
FM 1460 Partners, Ltd.
By: , its general partner
By:
Name:
Title:
54 Acres Ltd.
By:
By:
Name:
Title:
Highland Management, Inc.
By:
Name:
Title:
M&M Equities IV, Inc.
By
Name:
Title:
, its general partner
EMI Leasing Partners, LP
By: , its general partner
By:
Name:
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Title:
Church of Christ of Round Rock
By:
Name:
Title:
The City of Round Rock
By:
Name:
Title:
G:\C1ient\HEBSCM\NWC 79 8e1460 \Wastewater\ Escrow AgreemenL4.doc
11
HERITAGE TITLE COMPANY OF AUSTIN, INC., a Texas corporation
By:
Name:
Title:
SEPARATE SIGNATURE PAGE OF ESCROW AGENT
M &M Equities IV, Inc.
0.087 Acre Tract
Page 1 of 3
DESCRIPTION
FOR A 0.087 ACRE (3,772 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO.
297, IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION
OF THAT CALLED 4.980 ACRE TRACT OF LAND AS
DESCRIBED IN EXHIBIT `B" OF THAT WARRANTY DEED
WITH VENDOR'S LIEN TO M & M EQUITIES IV, INC. AS
RECORDED IN DOCUMENT NO. 199963931 OF THE
WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.087 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a %z" iron rod found, being an angle point on the east line of the
said 4.980 Acre Tract, being an angle point of the west line of that called
3.349 Acre Tract of land as described in Exhibit "A" of that Warranty Deed to
Highland Management, Inc. as recorded in Volume 1406, Page 721 of the
Williamson County Official Records, for an angle point on the east line and
POINT OF BEGINNING hereof;
THENCE with the said east line of the 4.980 Acre Tract, being the said west line
of the 3.349 Acre Tract, S 37° 20' 18" W for a distance of 206.74 feet to a point
on the north line of that called 200 foot wide right -of -way as described in that
Right of Way Deed to International & Great Northern Railroad Company
(I & G N Railroad) as recorded in Volume 17, Page 617 of the Williamson
County Official Records, being the southwest corner of the said 3.349 Acre Tract,
for the southeast comer hereof, from which a %z" iron rod found for an angle point
on the said east line of the 3.349 Acre Tract bears, S 37° 20' 18" W a distance of
15.28 feet;
THENCE through the interior of the said 4.980 Acre Tract, the following four (4)
courses:
1. with the said north line of the I & G N Railroad right -of -way,
S 53° 41' 03" W for a distance of 23.86 feet to an angle point on
the south line hereof, with the intention of being on the east line of
that called 416 square foot tract of land as described as "Tract "B"
in Exhibit "A" of that Deed Granting Easement as recorded in
Volume 1619, Page 372 of the Williamson County Official
Records,
EXHIBIT D /a7
M &M Equities IV, Inc.
0.087 Acre Tract
Page 2 of 3
2. with the said east line of "Tract B ", N 36° 14' 02" W for a
distance of 8.17 feet to the most north comer of the said "Tract B ",
being an angle point hereof,
3. with the north line of "Tract B ", S 53° 13' 32" W for a distance of
24.85 feet to the southwest comer hereof, and
4. N 39° 40' 21" E for a distance of 282.86 feet to a point on the said
east line of the 4.980 Acre Tract, being the said west line of the
3.349 Acre Tract, for the north comer hereof, from which a %2"
iron rod found for an angle point on the said east line of the
4.980 Acre Tract, being an angle point on the said west line of the
3.349 Acre Tract bears, N 19° 56' 22" E a distance of 97.80 feet;
THENCE with the said east line of the 4.980 Acre Tract, being the said west line
of the 3.349 Acre Tract, S 19° 56' 22" W for a distance of 32.91 feet to the
POINT OF BEGINNING and containing 0.087 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Sury
BAKER- AICKLEN & ASSOCIAT
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597 - 2-005 -25
File Name: WAPROJECTS\ LEWIS\ DOCWFFSITE \SKETCHES\M &MEQUITIESIV.DOC
June 13, 2002
Dated
EXHIBIT D -' 1 a i
NUMBER
DIRECTION
DISTANCE
LI
S 53°41'03" W
23.86'
L2
N 36°1402" W
8.17'
L3
S 53°13'32" W
24.85'
L4
S 19°56'22" W
32.91'
L5
S 37°20'18" W
15.28'
L6
N19°56 E
97.80'
SCALE: 1" = 50'
PAGE 3 OF 3
SKETCH TO ACCOMPANY DESCRIPTION
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
M IV, INC.
CAL LEO 4. :15 A CRES
EXHIB! T ",
DOC. 110. 995962531
TRACT "8"
CALLED 416 SO. el-.
WASTEWATER EASEMENT
VOL. 1619, PG. 372
•
.." . •
."..'
.-- ..'
/y
— , - , 7 ''
.‘--- CALLED 869 SO. FT.
.." . WASTEWATER ,....".
"./.. ....,'" ,.... EASEMENT ,7
VOL. 1878, PG. 870
C.O'Wi0/IT
L A MB
CALL ED 2.256 A GRES
2.545 ACRES
LESS
0.25 A 000
VOL. 951, PG. 516
HICI:HL AND HA NA GEME7.1T, 940.
CA L LED 3.34 A CRES
E/01131 T ",
VOL. 1406, PG. 721
L4
s .5
4 A 77
co 7 /
/ •
\.• R9`
/
0 0416
‘..1"
LEGEND
• 1/2" IRON ROD FOUND
„„WW EXISTING WASTEWATER
MANHOLE
PROPOSED WASTEWATER
o
MANHOLE
.W — PROPOSED WASTEWATER LINE
— EXISTING WASTEWATER LINE
FILENAME: MMEOUITIESIV.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597-2-005-25
Y: TJR
POINT OF
BEGINNING
EXHIBIT
Baker-Alcklen
& Associates, Inc.
Engineers/Surveyors
WAPROJECTS\LEIFIS\DWG\OFFSITE\SKETCHES\MMEOUIT(SIV.drg 13 OF 3) June O. 2002 - &Ohm
Highland Management, Inc.
0.687 Acre Tract
Page 1 of 5
DESCRIPTION
FOR A 0.687 ACRE (29,924 SQUARE FOOT) TRACT OF
LAND SITUATED IN THE P. A. HOLDEN SURVEY,
ABSTRACT NO. 297, IN WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THAT CALLED 3.349 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT
WARRANTY DEED TO HIGHLAND MANAGEMENT, INC.
AS RECORDED IN VOLUME 1406, PAGE 721 OF THE
WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.687 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a'' 'A" iron rod found, being on the south line of U.S. 79 (right -of-
way width varies) at the northwest comer of the said 3.349 Acre Tract of land,
being the northwest corner and POINT OF BEGINNING hereof, from which a
%a" iron pipe found for the northwest comer of that called 6.293 Acre Tract of
land as described in Exhibit "A" of that Warranty Deed with Vendor's Lien to M
& M Equities 1V, Inc. as recorded in Document Number 199963931 of the
Williamson County Official Records bears, S 79° 37' 01" W a distance of
512.55 feet;
THENCE with the north line of the said 3.349 Acre Tract, being the said south
line of U.S. 79, N 78° 43' 05" E for a distance of 31.02 feet to the northeast
comer hereof, from which a '4" iron rod found on the north line of the said
3.349 Acre Tract of land bears, N 78° 43' 05" E a distance of 96.34 feet;
THENCE in part through the interior of the said 3.349 Acre Tract of land and in
part with the east line of the said 3.349 Acre Tract of land, S 03° 27' 32" W
passing at a distance of 412.74 feet an angle point on the said east line of the
3.349 Acre Tract and continuing for a total distance of 477.17 feet to an angle
point hereof;
THENCE continuing with the said east line of the 3.349 Acre Tract of land the
following three (3) courses:
1. S 11° 10' 29" W for a distance of 235.37 feet to an angle point
hereof,
EXHIBIT D''a 127
Highland Management, Inc.
0.687 Acre Tract
Page 2 of 5
2. S 19° 56' 22" W for a distance of 137.59 feet to an angle point
hereof, and
3. S 37° 20' 18" W for a distance of 109.04 feet to the most southerly
southeast corner of the said 3.349 Acre Tract, being on the north
line of that called 200 foot wide right -of -way as described in that
Right of Way Deed to Intemation & Great Northern Railroad
Company (I & G N Railroad) as recorded in Volume 17, Page 617
of the Williamson County Official Records, for the southeast
corner hereof;
THENCE with a south line of the said 3.349 Acre Tract of land, being the said
north line of the I & G N Railroad right -of -way, S 53° 41' 03" W for a distance of
106.60 feet to the southwest corner of the said 3.349 Acre Tract of land, being on
the east line of that called 4.980 Acre Tract of land as described in Exhibit "B" of
the said Warranty Deed with Vendor's Lien to M & M Equities IV, Inc., being the
southwest corner hereof, from which a %2" iron rod found for an angle point on the
said east line of the 4.980 Acre Tract of land bears, S 37° 20' 18" W for a distance
of 15.33 feet;
THENCE with the west line of the said 3.349 Acre Tract of land, being in part
with the said east line of the 4.980 Acre Tract of land and in part with the
6.293 Acre Tract of land, the following four (4) courses:
1. N 37° 20' 18" E for a distance of 206.74 feet to a Y2" iron rod
found for an angle point hereof,
2. N 19° 56' 22" E for a distance of 130.71 feet to a '' /z" iron rod
found for an angle point hereof,
3. N 11° 10' 29" E for a distance of 231.04 feet to a '/2" iron rod
found for the northeast comer of the said 4.980 Acre Tract of land,
being the southeast corner of the said 6.293 Acre Tract of land,
being for an angle point hereof, and
E HIBIT • 5-
Highland Management, Inc.
0.687 Acre Tract
Page 3 of 5
4. N 03° 27' 32" E for a distance of 467.25 feet to the POINT OF
BEGINNING hereof and containing 0.687 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land S
BAKER- AICKLEN & ASSOCIAT
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597 -2- 005 -25
File Name; W: PROJECTS\ LEWIS\ DOCI OFFSITE\SKETCHES\HIGH- SOUTH.doc
June 13, 2002
Dated
EXHIBIT 6 . 6 r? 7
NUMBER
DIRECTION
DISTANCE
LI
N 78°43'05 E
31.02'
L9
N 78 E
96.34'
LIO
N 78°43'05 E
127.36'
LII
$ 03 W
64.43'
L13
N 58 E
4.71'
L14
$ 62 E
4.34'
EXISTING U.S. 79 R.O.W.
U.S. 79
VARIES)
"
----7E9X.31571NI:LIU5IS2.5759 R.O.W.
3/4 --1\r
SKETCH TO ACCOMPANY DESCRIPTION
LEGEND
• 1/2" IRON R00 FOUND (EXCEPT AS NOTED)
O IRON PIPE FOUND (SIZE NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
- — PROPOSED WASTEWATER LINE
H 4 H EQUITIES 1V, INC.
CALLED 6.203 ACRES.
EXHIBIT '"A",
DOC. NO. 166963931
MA
SE E PAGE 5
....... . ---
POINT OF BEGINNING
' 0
................ .
HIGHLAND MANAGEMENT, INC.
CALLED 3.349 ACRES
......
.....
. ........
EXHIBIT
..........
9-
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
VOL. 1406, PG. 721
(NOT TO SCALE)
P.O.B.
L3L‘
SCALE: I" = 100'
PAGE 4 OF 5
PK NAIL
RPLS #4626
LIO
L9
HIGHLAND MANAGEMENT, INC.
CALLED 2.0268 ACRES
EXHIBIT
VOL. 1168, PG. 506
C. DWIGHT LAMB \
AND WIFE.
NANCY J. LAMB EXHIBIT
CALLED 2.258 ACRES \
2.545 ACRES LESS
0.287 ACRE
VOL. 991, PO. 618
FILENAME: HIGH-SOUTH.DV/G
DATE: JUNE - AUGUST, 200!
JOB NO.: 0597-2-005-25
BY: TJR
Baker-Alcklen
& Associates, Inc.
Engineers/Stu
WAPROJECTS\LEIVIS\DWO\OFFM7E\SKETCHESVIGH-SOUTH.OWG (4 OF 51 June 13, 2002 - 7:24am
NUMBER
DIRECTION
DISTANCE
L2
S11°10'29" W
235.37'
L3
S19 W
137.59'
L4
S 37 W
109.04'
L5
S 53 ° 41'03' W
106.60'
L 6
N 37 E
206.74'
L 7
N 19 °56'22' E
130.71'
L8
N 11"10'29' E
231.04'
LII
S 03 ° 27'32' W
64.43'
L12
S 37 ° 20'18' W
15.33'
SKETCH TO ACCOMPANY DESCRIPTION
/ 7
SEE AGE4 f 5
7
SCALE: I" = 100'
PAGE 5 OF 5
HIGHLAND MANAGEMENT. INC.
1 CALLED .3.349 ACRES
' r 1 EXHIBIT 'A ",
14 6 14 EQUITIES IV, INC. / "' 1 "? 4, VOL. 1406, PG. 721
CALLED 6.293 ACRES . ' 41 1 81:'.7 1 /'
DOC. NO. 199963931 / 0 Q O .G / / .- :11 -S v t�C �E / f 7 V Y �° 1 � p Opo `� F
C. DWIGHT LA113 AND WIFE, / .
NANCY .. J. LAHR / //` / \
....
CALLED 2. a ACRES /.. i ' _ \/aS
?.645 ACRES LESS 0:67 ACRE ' ///
N. ,.2 O�
& Y. EQUITIES 7Y, INC. INC. VOL. 597, PO. G16 / y.� Y
CALLED 4.960 ACRES .... .0 , / P S' s
DOC. N0. 199903931
LEGEND
• 1/2" IRON ROD FOUND (EXCEPT AS NOTED)
p IRON PIPE FOUND (SIZE NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
PROPOSED WASTEWATER LINE
BEARINGS ARE GRID BEARINGS
T BASED ON THE TEXAS STATE
E� �! I IBI 1 1)' P NAD 83, CENTRAL ZONE.
FILENAME: HIGH - SOUTH.DWG
DATE: JUNE - AUGUST. 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
fl Baker-Alcklen Associates, Inc.
Engineers /Surveyors
WAPROJECTS \LEWIG\ DWG \OFFSITE\SKETCHES \HIGH- 50UTHOWG 15 OF 5) June 13. 2002 - 7,24em
Highland Management, Inc.
0.345 Acre Tract
Page 1 of 4
DESCRIPTION
FOR A 0.345 ACRE (15,025 SQUARE FOOT) TRACT OF
LAND SITUATED IN THE P. A. HOLDEN SURVEY,
ABSTRACT NO. 297, IN WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THAT CALLED 6.55 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT
MEMORANDUM OF POST- CLOSING AGREEMENT
BETWEEN 54 ACRES, LTD. AND HIGHLAND
MANAGEMENT, INC. AS RECORDED IN DOCUMENT
NO. 2001038349 OF THE WILLIAMSON COUNTY OFFICIAL
RECORDS, ALSO BEING A PORTION OF THAT CALLED
1.096 ACRE TRACT OF LAND AS DESCRIBED IN EXHIBIT
"A" OF THAT WARRANTY DEED TO HIGHLAND
MANAGEMENT, INC. AS RECORDED IN VOLUME 1067,
PAGE 679 OF THE WILLIAMSON COUNTY OFFICIAL
RECORDS, AND ALSO BEING A PORTION OF THAT
CALLED 14.206 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A -2" OF THAT WARRANTY DEED TO
HIGHLAND MANAGEMENT, INC. AS RECORDED IN
VOLUME 1054, PAGE. 9 OF THE WILLIAMSON COUNTY
OFFICIAL RECORDS AND SAID 0.345 ACRE TRACT OF
LAND IS FURTHER DESCRIBED AS FOLLOWS:
BEGINNING FOR REFERENCE at a'' /a" iron rod with plastic cap
labeled "Baker - Aicklen" found, being on the north line of U.S. 79
(right -of -way width varies) at the southwest corner of the said 6.55
Acre Tract, being on the south line of that called 54.043 Acre Tract
of land as described in Exhibit "A" of that General Warranty Deed
to 54 Acres, Ltd. as recorded in Document No. 2000032957 of the
Williamson County Official Records, thence with the west line of
the said 6.55 Acre Tract, N 08° 03' 02" W a distance of 80.60 feet
to the southwest comer and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 6.55 Acre Tract,
N 08° 03' 02" W for a distance of 25.06 feet to the northwest corner hereof, from
which a %z" iron rod with plastic cap labeled "Baker - Aicklen" found at an angle
point on the said west line of the 6.55 Acre Tract bears, N 08° 03' 02" W a
distance of 240.44 feet;
EXHiB T /)--q (7-7
Highland Management, Inc.
0.345 Acre Tract
Page 2 of 4
THENCE in part, through the interior of the said 6.55 Acre Tract, in part, through
the interior of the said 1.096 Acre Tract, and in part, through the interior of the
said 14.206 Acre Tract the following four (4) courses:
1. with the arc of a curve to the left a distance of 162.65 feet, with a
central angle of 00° 49' 06 ", a radius of 11390.16 and a chord
which bears, N 77° 41' 40" E a distance of 162.65 feet to a point
of tangency hereof,
2. N 77° 17' 08" E for a distance of 378.51 feet to an angle point
hereof,
3. N 32° 16' 59" E for a distance of 48.95 feet to an angle point
hereof, and
4. N 76° 24' 13" E for a distance of 5.43 feet to a point on the east
line of the said 14.206 Acre Tract, being the west line of that called
24.0110 Acre Tract of land as described in Exhibit "A" of that
General Warranty Deed to Church of Christ of Round Rock as
recorded in Document No. 200002209, for the northeast corner
hereof;
THENCE with the said east line of the 14.206 Acre Tract, being the west line of
the said 24.0110 Acre Tract, S 02° 33' 05" E for a distance of 60.65 feet to the
southeast comer hereof, from which a %z" iron rod found on the said north line of
U.S. 79, being the southeast comer of the said 14.206 Acre Tract, being the
southwest comer of the said 24.0110 Acre tract bears, S 02° 33' 05" E a distance
of 71.95 feet;
THENCE in part, through the interior of the said 14.206 Acre Tract, in part,
through the interior of the said 1.096 Acre Tract, and in part, through the interior
of the said 6.55 Acre Tract the following two (2) courses:
1. S 77° 17' 08" W for a distance of 407.85 feet to a point of
curvature, and
EXH ie'-ida7
Highland Management, Inc.
0.345 Acre Tract
Page 3 of 4
2. with the arc of a curve to the right a distance of 164.69 feet, with a
central angle of 00° 49' 36 ", a radius of 11415.16 and a chord
which bears, S 77° 41' 56" W a distance of 164.69 feet to the
POINT OF BEGINNING and containing 0.345 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land S
BAKER - AICKLEN & ASSOCIA
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597- 2 -005 -25
File Name: W:\ PROJECTS\ LEWIS\ DOC\ OFFSrrE\SKETCHES\HIGH- NORTH.doc
June 13, 2002
Dated
EXHIDI i b-11/7
NUMBER
BEARING
DISTANCE
L1
N 08 °03'02" W
25.06'
L2
N 32 °16'59" E
46.95'
L3
N 76 °24'13" E
5.43'
L4
S 02 °33'05" E
60.65'
L9
S 02 °3!'56" E
71.95'
NUMBER
RADIUS
ARC
DELTA
CH. BRG.
CHORD
Cl
11390.16'
162.65'
00 °49'06"
N 77 °41'40" E
162.65'
C2
11415.16'
164.69'
00 °49'36"
S 77 ° 41'56" W
164.69'
EXH'ii¢3i T
` yy
CO
CO 0
.� :c • l 1. ( O
ru i W 1 A
iy o 1 CI
-O
SKETCH TO ACCOMPANY DESCRIPTION
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83. CENTRAL ZONE.
CHURCH OF CHRIST OF ROU iii ROCK
HIGHLAND i CAL?. ED 24.01.10 ,4CRES
MANAGEMENT, INC.
CALLED 6.55 ACRES \I
EXHIBIT "A"
DOC. N0. 2001038349
r --
=
1
1 o 11
1 r 1 r
z
0 1
0 x 0
- X1,1
1 -) 'a D 1 1 1\
Z
1 1
G1 D D G1 1
-4 m
1 10 in Z 1
- I 1
0 1
CZ
W:\ PROJECTS \LEW15\ DWG \OFFSITE \SKETCHES \HIGH- NORTH.OWG (4 OF 4) June 13. 2002 - 7:40am
LEGEND
• I/2" IRON ROD FOUND
(EXCEPT AS NOTED)
O f /2" IRON ROD WITH PLASTIC CAP
LABELED "BAKER- AICKLEN" FOUND
• 60D NAIL FOUND IN FENCE POST
qx PROPOSED FIRE HYDRANT
��wr PROPOSED WATER VALVE
Yo PROPOSED WASTEWATER MANHOLE
— mow— PROPOSED WATERLINE
— "w-4 — PROPOSED WASTEWATERLINE
DOC. NO. 2909022099
2209.,
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WILLIAMSON COUNTY, TEXAS
HIGHLAND MANAGEMENT, INC.
CALLED 14.206 ACRES
EXHIBIT "A -2"
VOL. 1054, PG. 9
7017'08 E 376
N•
.'.'.0.3 o5E 0 S 7 0 7 g
S 77 °17 "1N
POINT OF
BEGINNING
BEGINNING
FOR REFERENCE
,G R �
(R: W VARIES)
SCALE: 1" = 100'
PAGE 4 OF 4
L3
co
4 0
0
W
VI W
o
A r.
FILENAME: HIGH - NORTH.DWG
DATE: JUNE - AUGUST. 2001
J08 NO.: 0597 -2- 005 -25
BY: TJR
Baker - Alcklen
& Associates, Inc.
Engineers /Surveyors
54 Acres, Ltd.
0347 Acre Tract
Page 1 of 5
DESCRIPTION
FOR A 0.747 ACRE (32,559 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO. 297,
IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT
CALLED 54.043 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A" OF THAT GENERAL WARRANTY DEED TO
54 ACRES, LTD. AND RECORDED IN DOCUMENT NO. 2000032957
OF THE WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.747 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING FOR REFERENCE at a 3/8" iron rod found, being on the
north line of U.S. 79 (right -of -way width varies) at the southwest comer of
the said 54.043 Acre Tract, being the southeast corner of that called
6.011 Acre Tract of land as described in Exhibit "A" of that Warranty
Deed to FM 1460 Partners, Ltd. as recorded in Document No. 2000011056
of the Williamson County Official Records, thence with the west line of
the said 54.043 Acre Tract, being the east line of the said 6.011 Acre
Tract, N 02° 36' 07" W a distance of 73.64 feet to the southwest comer
and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 54.043 Acre Tract, being the said east
line of the 6.011 Acre Tract, N 02° 36' 07" W for a distance of 25.33 feet to the
northwest corner hereof, from which a' /x" iron rod found at an angle on the said west line
of the 54.043 Acre tract, being the north corner of the said 6.011 Acre Tract bears,
N 02° 36' 07" W a distance of 975.98 feet;
THENCE through the interior of the said 54.043 Acre Tract, the following three (3)
courses:
1) N 78° 07' 11" E for a distance of 123.95 feet to an angle point hereof,
2) N 79° 54' 47" E for a distance of 853.85 feet to a non - tangent point of
curvature hereof, and
EXi-iiBi P--(36
54 Acres, Ltd.
0.747 Acre Tract
Page 2 of 5
3) with an arc of a curve to the left a distance of 279.56 feet, with a central
angle of 01° 24' 23 ", a radius of 11390.16 feet, and a chord which bears,
N 78° 48' 24" E a distance of 279.55 feet to a point on the west line of
that called 6.55 acre tract of land as described in Exhibit "A" of that
Memorandum of Post- Closing Agreement between 54 Acres, Ltd. as
Highland Management, Inc. as recorded in Document No. 2001038349 of
the Williamson County Official Records, being the northeast corner
hereof, from which a 'A" iron rod with plastic cap labeled "Baker - Aicklen"
found at an angle point on the said west line of the 6.55 Acre Tract bears,
N 08° 03' 02" W a distance of 240.44 feet;
THENCE with the said west line of the 6.55 Acre Tract, S 08° 03' 02" E for a distance
of 25.06 feet to the southeast corner hereof, from which a ' /z" iron rod with plastic cap
labeled "Baker - Aicklen" found on the said north line of U.S. 79, being on the said south
line of the 54.043 Acre Tract, being the southwest corner of the said 6.55 Acre Tract
bears, S 08° 03' 02" E a distance of 80.60 feet;
THENCE through the interior of the said 54.043 Acre Tract, the following three (3)
courses:
1) with an are of a curve to the right a distance of 278.58 feet, with a central
angle of 01° 23' 54 ", a radius of 11415.16 feet, and a chord which bears,
S 78° 48' 40" W for a distance of 278.57 feet to a point of non - tangency
hereof,
2) S 79° 54' 47" W for a distance of 468.02 feet to an angle point hereof, and
3) S 10° 32' 49" E for a distance of 72.88 feet to a point on the said north
line of U.S. 79, being the south line of the 54.043 Acre Tract;
THENCE with the said north line of U.S. 79, being the south line of the 54.043 Acre
Tract, S 79° 27' 36" W for a distance of 15.00 feet to an angle point hereof;
EXH]Bil 4)-(g6.7
54 Acres, Ltd.
0.747 Acre Tract
Page 3 of 5
THENCE through the interior of the said 54.043 Acre Tract, the following three (3)
courses:
1) N 10° 32' 49" W for a distance of 72.99 feet for an angle point hereof,
2) S 79° 54' 47" W for a distance of 370.52 feet for an angle point hereof,
and
3) S 78° 07' 11" W for a distance of 127.65 feet to the POINT OF
BEGINNING hereof and containing 0.747 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD 83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Surve
BAKER - AICKLEN & ASSOCIATE
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244-9620
Job No.: 0597-2-005-25
File Name: W:\ PROJECTS1LEWIS \DOCNOFFSrrEISKETCHFS\54ACRES .doe
June 13, 2002
Dated
EX-ET D-(5l)?
NUMBER
BEARING
DISTANCE
LI
N 02 ° 36'07' W
25.33'
L2
S 08 ° 03'02" E
25.06'
L3
S 10 °32'49" E
72.88'
L4
S 79 ° 27'36" W
15.00'
L5
N 10 ° 32'49" W
72.99'
SCALE: 1" = 100'
PAGE 4 OF 5
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM.
NAD 83, CENTRAL ZONE.
SKETCH TO ACCOMPANY DESCRIPTION
EXFilBi b b
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
I/WILLIAMSON COUNTY, TEXAS
CALLED ::.011 ACRES
DOC. NO. 20:3001105E
L EGEND
• 1/2" IRON RO0 FOUND •
(EXCEPT AS NOTED)
O 1/2" IRON ROD WITH PLASTIC CAP
LABELED "BAKER- AICKLEN" FOUND
FA. PROPOSED FIRE HYDRANT
'' PROPOSED WATER VALVE
n PROPOSED WASTEWATER MANHOLE
w w— PROPOSED WATERLINE
— .w.w — PROPOSED WASTEWATERLINE
W \PROJECTS \LEW15 \DWG ■OFFSITE \SKETCHES \54ACRESLTO.drg N OF 51 June 13, 2002 - 7:35om
54 ACRES, LTD.
REMAINDER OF A
CALLED 54.043 ACRES
EXHIBIT "A"
DOC. NO. 2000032957
4f44?-c, n /
�PC /N a l
OA- S -o
3
/
/
POINT OF
BEGINNING
� BEGINNING
FOR REFERENCE
3/8" FILENAME: 54ACRESLTD.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
Baker - Alcklen
& Associates, Inc.
Engineers /Surveyors
NUMBER
BEARING
DISTANCE
LI
N 02°36'07" W
25.33'
L2
S 08°03'02" E
25.06'
L3
S 10°3249" E
72.86'
L4
S 79°27'36" W
15.00'
L5
N 10°3249" W
72.99'
SKETCH TO ACCOMPANY DESCRIPTION
••.„. 1._ 1/
/
■ 3
•"gl—
HIGHLAND MA NA GEHEN T,
CALLED E.55 ACRES
RADIUS • 11390.16'
ARC • 279.56'
DELTA • 01
CH. BRG. • N 78 E
CHORD 279.55'
54 ACRES, LTD.
REMAINDER OF A .c..)
CALLED 54.043 ACRES PI'
EXHIBIT "A" / ci
DOC. NO. 2000032957
0'
LEXbr L
co
0
/
P1
170
/ Op 5.
/
RADIUS • 11415.16'
ARC L TA • 0.2
27 9
DE '54"
SCALE: I" -= 100'
PAGE 5 Or 5
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
HIGH:. AND HA NA GEMEN T
CALI. ED 1.099 A GRES
EX...!. "A,
VOL. 1057, PO. 979
CH. BRG. • S 78 W
CHORD • 278.57'
P. A. HOLDEN SURVEY,
h ABSTRACT NO. 297
e„ WILLIAMSON COUNTY,
0) TEXAS
LEGEND
• 1/2" IRON ROO FOUND
(EXCEPT AS NOTED)
0 1/2" IRON ROD WITH PLASTIC CAP
LABELED "BAKER-AICKLEN" FOUND
PROPOSED FIRE HYDRANT
PROPOSED WATER VALVE
P C) PROPOSED WASTEWATER MANHOLE
PROPOSED WATERLINE
-•••■ NIVM ■■ PROPOSED WASTEWATERL1NE
FILENAME: 54ACRESLTD.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597-2-005-25
BY: TJR
Baker-Alcklen
& Associates, Inc.
Engineers/Surveyors
wApRojEoTSUEWIS\DWO\OFFSITE\SKETCHES\54ACRESLTO.Org (5 OF 51 Juno 13, 2002 - 7:350m
FM 1460 Partners, Ltd.
0.263 Acre Tract
Page 1 of4
DESCRIPTION
FOR A 0.263 ACRE (11,474 SQUARE FOOT) TRACT OF
LAND SITUATED IN THE P. A. HOLDEN SURVEY,
ABSTRACT NO. 297, IN WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THAT CALLED 6.011 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT
WARRANTY DEED TO FM 1460 PARTNERS, LTD. AS
RECORDED IN DOCUMENT NO. 2000011056 OF THE
WILLIAMSON COUNTY OFFICIAL RECORDS AND SAID
0.263 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING at a 60d nail found, being on the east line of F.M. 1460 (right -of-
way width varies) at the southwest corner of the said 6.011 Acre Tract, for an
angle point on the west line and POINT OF BEGINNING hereof;
THENCE continuing with the said east line of F.M. 1460, being the said west
line of the 6.011 Acre Tract, N 20° 42' 23" E for a distance of 28.21 feet to the
northwest comer hereof, from which a ' /2" iron rod found for the north corner of
the said 6.011 Acre Tract, being an angle point on the west line of that called
54.043 Acre Tract of land as described in Exhibit "A" of that General Warranty
Deed to 54 Acres, Ltd. as recorded in Document No. 2000032957 of the
Williamson County Official Records bears, N 20° 42' 23" E a distance of
1161.54 feet;
THENCE through the interior of the said 6.011 Acre Tract, the following two (2)
courses:
1. N 79° 33' 34" E for a distance of 330.10 feet to an angle point
hereof, and
2. N 78° 07' 11" E for a distance of 123.03 feet to a point on the east
line of the said 6.011 Acre Tract, being the west line of the said
54.043 Acre Tract, for the northeast corner hereof;
EXH fl- oafa7
FM 1460 Partners, Ltd.
0.263 Acre Tract
Page 2 of 4
THENCE with the said east line of the 6.011 Acre Tract, being the said west line
of the 54.043 Acre Tract, S 02° 36' 07" E for a distance of 25.33 feet to the
southeast comer hereof, from which a 3/8" iron rod found on the north line of
U.S. 79 (right -of -way varies) for the southeast comer of the said 6.011 Acre
Tract, being the southwest comer of the 54.043 Acre Tract bears, S 02° 36' 07" E
a distance of 73.64 feet;
THENCE through the interior of the said 6.011 Acre Tract, the following two (2)
courses:
1. S 78° 07' 11" W for a distance of 119.58 feet to an angle point
hereof, and
2. S 79° 33' 34" W for a distance of 344.06 feet to a point on the
southwest line of the said 6.011 Acre tract for the southwest corner
hereof, from which a 60d nail found for the south corner of the said
6.011 Acre Tract bears, S 46° 40' 33" E a distance of 89.28 feet;
THENCE with the said southwest line of the 6.011 Acre Tract,
N 46° 40' 33" W for a distance of 1.06 feet to the POINT OF
BEGINNING and containing 0.263 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD 83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Sury
BAKER - AICKLEN & ASSOCIAT
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597.2 -005 -25
File Name: W:\PROJECTS\LEWIS\DOCIOFFSITE \SKETCHES\ 1460PARTNERS.DOC
June 13, 2002
Dated
ExHisn- P-(947
LINE TABLE
NUMBER
DIRECTION
DISTANCE
LI
N 20 E
28.21'
L2
S oess'or E
25.33'
L3
N 46°40'33" W
LO6'
L4
N 20
1133.33'
L5
N 02 W
975.98'
LE
s oess'or E
73.64'
1-7
S 46°40'33" E
88.21'
SKETCH TO ACCOMPANY DESCRIPTION
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM.
NAD 83. CENTRAL ZONE.
POINT OF
BEGINNING
61,
;POINT
BEGINNING
;
5h ACRES, LTD.
REE:qA INDEER OF A
CA L ED 54 . A CRES
DOC. NO. 20M:132c:57
FM 1460 PARTNERS, LTD.
CALLED 6.0II ACRES
EXHIBIT "A"
DOC. NO. 2000011056
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WILLIAMSON COUNTY, TEXAS
II 79.3.0340 E 3 30.10'
0 ... .......
. . . .... -.......-..-;.
... . .. ..... .. . ..................-.
..... .. . . . .. ... ..
... . ..... .. . 79 .33'34" W 344°6.
... . . ........... . . . . . ..... ...........
S
.. . 2.. . ........ ... . ... ........ ..... . .
R. O.W.
PROPOSED u-s 79 R.
..... . .. . . .... .........,.... . . .
pRoP
U.S• 79 s)
VARI
(f
LEGEND
• I/2" IRON ROD FOUND (EXCEPT AS NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
•Fig. PROPOSED FIRE HYDRANT
0W.v. PROPOSED WATER VALVE
0 PROPOSED WASTEWATER MANHOLE
WTR LN— PROPOSED WATERLINE
WW—C — PROPOSED WASTEWATER LINE
WAPROJECTS\LEWIS\OWG\OFFSITE\SKETCHES\FM(460PARTNERS.OWG (3.06 4) June I3, 2002 - 7:50unl
SCALE: I" = 50'
PAGE 3 OF 4
VT/
EXISTING U.S. 79
FILENAME: FMI460PARTNERS.DWG
DATE: JUNE - AUGUST. 2001
JOB NO.: 0597-2-005-25
BY: TJR
Baker-Alcklen
& Associates, Inc.
Engineers/Surveyors
LINE TABLE
NUMBER
DIRECTION
DISTANCE
LI
N 20
28.21'
L2
S 02°36'07 E
25.33'
L3
N 46 W
1.06'
L4
N 20 ° 4223' E
1133.33'
L5
N 02 ° 36'07' W
975.98'
L6
S 02 °36'07' E
73. 64'
L7
S 46 ° 40'33' E
88.21'
SKETCH TO ACCOMPANY DESCRIPTION
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL ZONE.
.9$
FM 1460 PARTNERS, LTD. DOC. NO. 2 i100032115:
D CALLED 6.01! ACRE o
- EXHIBIT "A" 0 1:
M DOC. NO. 2000011056
r
I'
m
II° E 123.
N TBGOT
PRO PO U.S. 58.
79 R
SED
S Tg 0 '11° W 11
0
-J
3/8"
0)
, VARIES)
(R.0 • w
LEGEND
• 1/2" IRON ROD FOUND (EXCEPT AS NOTED)
• NAIL FOUND (DESCRIPTION NOTED)
*F.H. PROPOSED FIRE HYDRANT
€W.V. PROPOSED WATER VALVE
P O PROPOSED WASTEWATER MANHOLE
WTR LN— PROPOSED WATERLINE
WW -C — PROPOSED WASTEWATER LINE
W:\PROJECTS \LEWIS \OWG \OFFSITE \SKETCHES \FMI460PARTNERS.OWG (4 OF 41 Juno O. 2002 - 7:50°m
SCALE: 1" = 50'
PAGE 4 OF 4
P. A. HOLDEN SURVEY,
ABSTRACT NO. 297
WILLIAMSON COUNTY,
TEXAS
ACRES, l....
,,._...,...DER OF A
>
CALLED 54.043 ACRES
S
W ._XHI:BI, ..
EXISTING 79—
FILENAME: FMl460PARTNERS.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
Baker - Alcklen
& Assoclat•s, Inc.
Engineers /Surveyors
•
Church of Christ of Round Rock
0.349 Acre Tract
Page 1 of 3
DESCRIPTION
FOR A 0.349 ACRE (15,223 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO. 297,
IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT
CALLED 24.0110 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A" OF THAT GENERAL WARRANTY DEED TO
CHURCH OF CHRIST OF ROUND ROCK AS RECORDED IN
DOCUMENT NO. 2000022099 OF THE WILLIAMSON COUNTY
OFFICIAL RECORDS AND SAID 0.349 ACRE TRACT OF LAND IS
FURTHER DESCRIBED AS FOLLOWS:
BEGINNING FOR REFERENCE at a %2" iron rod found, being on the
north line of U.S. 79 (right -of -way width varies) at the southwest comer of
the said 24.0110 Acre Tract, being the southeast corner of that called
14.206 Acre Tract of land as described in Exhibit "A -2" of that Warranty
Deed to Highland Management, Inc. as recorded in Volume 1054, Page 9
of the Williamson County Official Records, thence with the west line of
the said 24.0110 Acre Tract, being the east line of the said 14.206 Acre
Tract, N 02° 33' 05" W a distance of 112.22 feet to the southwest comer
and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 24.0110 Acre Tract, being the said
east line of the 14.206 Acre Tract, N 02° 33' 05" W for a distance of 20.38 feet to the
northwest corner hereof;
THENCE through the interior of the said 24.0110 Acre Tract the following three (3)
courses:
1. N 76° 24' 13" E for a distance of 251.88 feet to an angle point hereof,
2. N 75° 31' 19" E for a distance of 425.78 feet to an angle point hereof, and
3. N 75° 15' 25" E for a distance of 82.62 feet to a point on the east line of
the said 24.0110 Acre Tract, being the west line of that called 33.302 Acre
Tract of land as described as Part 7, in Exhibit "A" of that Special
Warranty Deed to the State of Texas as recorded in Volume 1970, Page
515 of the Williamson County Official Records, for the northeast corner
hereof;
EXHiBiT
Church of Christ of Round Rock
0.349 Acre Tract
Page 2 of 3
THENCE with the said east line of the 24.0110 Acre Tract, being the said west line of
the 33.302 Acre Tract, S 06° 46' 24" E for a distance of 20.20 feet to the southeast corner
hereof, from which a V2" iron rod found for the southeast corner of the said 24.0110 Acre
Tract, being on the said west line of the 33.302 Acre Tract bears, S 06° 46' 24" E a
distance of 70.67 feet;
THENCE through the interior of the said 24.0110 Acre Tract the following three (3)
courses:
1. S 75° 15' 25" W for a distance of 79.86 feet to an angle point hereof,
2. S 75° 31' 19" W for a distance of 425.98 feet to an angle point hereof, and
3. S 76° 24' 13" W for a distance of 255.94 feet to the POINT OF
BEGINNING and containing 0.349 Acre of land.
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professio al Land Surve
BAKER - AICKLEN & ASSOCIATE
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597 - 2-005 -25
File Name: W: PROJECTS\ I, EWIS0DOCIOFFSITE \SRETCHESNCHURCH.DOC
June 13, 2002
Dated
�e Asps fl DD
NUMBER
DIRECTION
— DISTANCE
LI
N 02 W
20.38'
L2
N 75°15'25" E
82.62'
L3
S 06 E
20.20'
L4
S 75°15'25" W
79.86'
1.5
N 02 W
((2.22'
L6
S 06 E
70.67'
SCALE: I" = 100'
PAGE 3 OF 3
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAD 83, CENTRAL. ZONE.
SKETCH TO ACCOMPANY DESCRIPTION
LEGEND
• 1/2" IRON ROD FOUND
(EXCEPT AS NOTED)
• TXDOT "TYPE I" CONCRETE
MONUMENT FOUND
PROPOSED FIRE HYDRANT
ow.v. PROPOSED WA TER VALVE
— wmui— PROPOSED WATERLINE
F. A. HOLDEN SURVEY,
ABSTRACT No, 297
W1LL1AMsoN coUNTY, TEXAS
CHURCH OF CHRIST OF ROUND ROCK .
CALLED 24.0110 ACRES
EXHIBIT "A" 4.■
DOC. NO. 2000022099 •I`bY
.
e V
,\...., C... Cs R'
o 4)\ N s 4 A .4§./
- ,< 0 \ p'
4 ) \ ,
I. c) /,.,$'
4C" / 4.
HIGHLAND ,HANAGEHENT, INC. 0*
CALLED 11 %06 ACRES
VOL. 11354, PG. 9 /0
\
/
\ ...,...,("'
I), /
'.:2
/
4
\ s<
/
. /
z
OF
BEGINNING
BEGINNING
FOR REFERENCE
STATE OF TEXAS
\ CALLED 33.902 ACRES
, :XHIBIT "A", PART 7
VOL. 1970, PG. 515
04/
EXHaT D
FILENAME: CHURCH.DWG
DATE: JUNE - AUGUST. 200!
JOB NO.: 0597-2-005-25
BY: TJR
Baker-Alcklen
& Associates, Inc.
Engineers/Surveyors
L3
WAPROJECTS\LEWIS\OWG\OFFSITE\SKETCHES\CHURCH.DWG 13 OF 3) June 13. 2002 - 7:54om
Palm Valley Lutheran Church
0.187 Acre Tract
Page 1 of 3
DESCRIPTION
FOR A 0.187 ACRE (8,143 SQUARE FOOT) TRACT OF LAND
SITUATED IN THE P. A. HOLDEN SURVEY, ABSTRACT NO. 297,
IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT
CALLED 8.3173 ACRE TRACT OF LAND AS DESCRIBED IN
EXHIBIT "A" OF THAT SPECIAL WARRANTY DEED TO PALM
VALLEY LUTHERAN CHURCH AS RECORDED IN VOLUME 2147,
PAGE 366 OF THE WILLIAMSON COUNTY OFFICIAL RECORDS
ALSO BEING A PORTION OF THAT CALLED 4.56 ACRE TRACT
OF LAND AS DESCRIBED IN EXHIBIT "A" OF THAT GIFT
WARRANTY DEED TO THE PALM VALLEY LUTHERAN CHURCH
OF ROUND ROCK, TEXAS AS RECORDED IN VOLUME 887,
PAGE 787 OF THE WILLIAMSON COUNTY DEED RECORDS AND
SAID 0.187 ACRE TRACT OF LAND IS FURTHER DESCRIBED AS
FOLLOWS:
BEGINNING FOR REFERENCE at a '''A" iron rod found, being on the
north line of U.S. 79 (right -of -way width varies) at the southwest comer of
the said 8.3173 Acre Tract, being on the east line of that called 33.302
Acre Tract of land as described as Part 7, in Exhibit "A" of that Special
Warranty Deed to the State of Texas as recorded in Volume 1970, Page
515 of the Williamson County Official Records, from which point a 14"
iron rod found bears N 16° 44' 28" W a distance of 6.52 feet, thence with
the west line of the said 8.3173 Acre Tract, being the said east line of the
33.302 Acre Tract, N 06° 44' 19" W a distance of 71.36 feet to the
southwest corner and POINT OF BEGINNING hereof;
THENCE continuing with the said west line of the 8.3173 Acre Tract, being the said east
line of the 33.302 Acre Tract, N 06 44' 19" W for a distance of 20.34 feet to the
northwest corner hereof;
THENCE in part, through the interior of the said 8.3173 Acre Tract, in part, through the
interior of the said 4.56 acre tract the following five (5) courses:
1. N 72° 46' 06" E for a distance of 391.68 feet to an angle point hereof,
2. N 68° 20' 32" E for a distance of 16.28 feet to the northeast corner hereof,
IaE'au c S ay B
Palm Valley Lutheran Church
0.187 Acre Tract
Page 2 of 3
3. S 02° 45' 09" E for a distance of 21.14 feet to the southeast corner hereof,
4. S 68° 20' 32" W for a distance of 10.20 feet to an angle point hereof, and
5. S 72° 46' 06" W for a distance of 396.16 feet to the POINT OF
BEGINNING and containing 0.187 Acre of land
Bearing Basis is Grid North as based on the Texas State Plane Coordinate System,
Central Zone, NAD '83.
Surveyed under the direct supervision of the undersigned:
Donald J. Kirby
Registered Professional Land Surve
BAKER - AICKLEN & ASSOCIATE
203 E. Main Street, Suite 201
Round Rock, Texas 78664
(512) 244 -9620
Job No.: 0597.2. 005 -25
File Name: W5 PROJECTS\ LEWIS \ DOC \OFFSITEISKETCHESU.UTHERAN.DOC
June 13, 2002
Dated
¢x - D --x6-7
NUMBER
DIRECTION
DISTANCE
LI
N 06 ° 44'19" W
20.34'
L2
N 68 ° 20'32" E
16.28'
L3
S 02 °45'09" E
21.14'
L4
S 68 °20'32" W
10.20'
L.5
N 06 ° 44'19" W
7/.36'
L6
S 0! ° 59'38" E
67.22'
SCALE: 1" = 50'
PAGE 3 OF 3
BEARINGS ARE GRID BEARINGS
BASED ON THE TEXAS STATE
PLANE COORDINATE SYSTEM,
NAO 83, CENTRAL ZONE.
VOL. 76 Tr,
1973, P0. 515
SKETCH TO ACCOMPANY DESCRIPTION
PALM VALLEY LUTHERAN CHURCH \
CALLED 4.56 ACRES
EXHIBIT "A"
VOL. 887, PG. 787
PALM VALLEY LUTHERAN CHURCH
TO CITY OF ROUND ROCK, TEXAS
CALLED 0.282 ACRE
PUBLIC UTILITY EASEMENT
VOL. 1347, PG. 575
P. A. HOLDEN SURVEY,
ABSTRAC1 NO. 297
WILLWMS0N COUNTY, TEXAS
4:
4
/ 9 �/
+ A
/ -'• P01NT OF 4 /
% BEGINNING / p•
e \ / � l�
< s
BEGINNING
FOR REFERENCE
\ -.
LEGEND
• I /2" IRON ROD FOUND
Et PROPOSED WATER VALVE
— , +W— PROPOSED WATERLINE
PROPOSED
\ WATERLINE
, \EASEMENT
'
sts
PALM VALLEY LUTHERAN CHURCH : . O P N � .Q E +P
CALLED 8.3173 ACRES Q,Q
EXHIBIT "A" O J g r Q o 6
VOL. 2147, PG. 366 � ��r O ,. �� {o��PCQpy�`�
a
. x .17 J)7 OHO P� c 45 J�� �
5
t`
• .l0 / S 3. P s" \.,
O Jy. / <i
5
/PALM VALLEY LUTHERAN CHURCH
/ TO CITY OF ROUND ROCK, TEXAS
CALLED 0.377 ACRE
/ WATER LINE EASEMENT
VOL. 1664, PG. 857
FILENAME: LUTHERAN.DWG
DATE: JUNE - AUGUST, 2001
JOB NO.: 0597 -2- 005 -25
BY: TJR
fl Baker-Alcklen
& Associable, Inc.
Engineers /Surveyors
W: \PROJECTS ■LEWIS\ DWG \OFFSITE \SKETCHES \LUTHERAN.DWG 13 OF 31 June 13, 2002 - 0:03am
1HE STATE OF TEXAS
COUNTY OF WILLIAMSON
WATERLINE AND
WASTEWATER LINE EASEMENT
§ KNOW ALL PERSONS BY THESE PRESENTS:
That , a Texas , and its successors
and assigns ( "Grantor "), for and in consideration of the sum of Ten and No /100 Dollars ($10.00)
and other good and valuable consideration paid by the CITY OF ROUND ROCK, TEXAS, a
municipal corporation ( "Grantee "), the receipt and sufficiency of which is hereby acknowledged,
does hereby GRANT, SELL and CONVEY unto Grantee a perpetual easement and right -of -way,
and a temporary construction easement as hereinafter provided, to construct, install, operate,
maintain, inspect, reconstruct, enlarge, relocate, rebuild, repair, and remove a water distribution
and wastewater collection system and lines, together with all necessary lines, pipes, conduits,
valves, vaults, manholes, ventilators, and other equipment, improvements and appurtenances
thereto, in, upon, over, under, above and across the following described property of Grantor, to-
wit:
See Exhibit "A" attached hereto and made a part hereof, describing
square feet of land [provide legal description] , said
square feet of land being more particularly described by metes and
bounds as indicated; and
See "Sketch to Accompany Description" attached hereto and made a part hereof
for all intents and purposes hereunto and in any wise pertaining, showing such
easement and such temporary construction easement.
This conveyance is made and accepted subject to any and all conditions and restrictions,
if any, relating to the hereinabove described property to the extent, and only to the extent, that
the same may still be in force and effect and shown of record in the office of the County Clerk of
Williamson County, Texas.
Except as otherwise noted, the easement, rights and privileges herein granted shall be
perpetual; provided, however, that said easement, rights and privileges shall cease and revert to
Grantor in the event the said lines are abandoned, or shall cease to be used, for a period of five
(5) consecutive years.
The easement, rights and privileges granted herein are exclusive, and Grantor covenants
that it will not convey any other easement or conflicting rights within the area covered by this
grant as hereinafter provided without the express written consent of Grantee, which consent shall
not be unreasonably withheld. Grantee shall have the right to review any proposed easement or
conflicting use of the easement granted hereby to determine the effect, if any, on the water or
wastewater lines contemplated herein. Prior to granting its consent for other easements, Grantee
may require reasonable safeguards to protect the integrity of any water or wastewater utilities
then located in the easement area.
Grantor further grants to Grantee:
(a)
(b)
(f)
the right to grade the easement for the full width thereof;
the right to support the pipelines across ravines and watercourses with such
structures as Grantee shall deem necessary;
(c) the right of ingress to and egress from the easement over and across Grantor's
property by means of roads and lanes thereon, if such exist, otherwise by such
route or routes as shall occasion the least practicable damage and inconvenience
to Grantor; provided that such right of ingress and egress shall not extend to any
portion of Grantor's property which is isolated from the easement by any public
highway or road now crossing or hereafter crossing the property; the foregoing
right of ingress and egress includes the right of the Grantee to disassemble,
remove, take down, and clear away any fence, barricade, or other structure which
obstructs, prevents, or hinders Grantee's ingress to and egress from the Grantor's
property, and should Grantee deem it necessary to so disassemble, remove, take
down, or clear away any such fence, barricade, or other structure, Grantee shall,
as soon as is reasonably feasible, replace or restore Grantor's property to as
similar a condition as reasonably practicable as existed immediately prior to
Grantee's actions pursuant to this provision, unless said fence, barricade, or other
structure is inconsistent with the rights conveyed to Grantee herein; the foregoing
right of ingress and egress applies during the period of construction as well as
otherwise;
(d) the right from time to time to trim and to cut down and clear away any and all
trees and brush now or hereafter on the easement and to trim and to cut down and
clear away any trees on either side of the easement which now or hereafter may
be a hazard to the pipelines, valves, appliances or fittings, by reason of the danger
of falling thereon, or which may interfere with the exercise of Grantee's rights
hereunder, provided, however, that all trees which Grantee is hereby authorized to
cut and remove, if valuable for timber or firewood, shall continue to be the
property of Grantor, but all tops, lops, brush and refuse wood shall be burned or
removed by Grantee;
(e) the right to install, maintain and use gates in all fences which now cross or shall
hereafter cross the easement; and
the right to mark the location of the easement by suitable markers set in the
ground; provided that such markers shall be placed in fences or other locations
which will not interfere with any reasonable use Grantor shall make of the
easement.
2.
Grantee hereby covenants and agrees:
(a) Grantee shall not fence the easement;
(b) Grantee shall promptly backfill any trench made by it on the easement and repair
any damage it shall do to Grantor' private roads or lanes on the lands; and
(c) Grantee shall indemnify Grantor against any loss and damage which shall be
caused by the exercise of the rights of ingress and egress or by any wrongful or
negligent act or omission of Grantee's agents or employees in the course of their
employment.
Grantor expressly retains, reserves, and shall continue to enjoy the surface of such
easement for any and all purposes which do not unreasonably interfere with and prevent the use
by Grantee of the easement granted herein, including the right to build and use the surface of the
easement for drainage ditches and private streets, roads, driveways, alleys, walks, gardens,
lawns, parking areas and other like uses and/or to dedicate all or any part of the surface of the
property affected by this easement to any city or county for use as a public street, road or alley,
and to construct, operate and maintain utility lines within the easement area and /or to grant
public or private easements for such uses, subject to the express written consent of Grantee,
which consent shall not be unreasonably withheld; provided Grantor shall not erect or construct
on the easement any building or other structure such as a patio, swimming pool, sport court,
storage shed, accessory building, barbeque pit or similar structure, or drill or operate any well, or
construct any reservoir or similar obstruction on the easement, or diminish or substantially add to
the ground cover over the pipelines. Grantee shall not be responsible or liable for the removal,
repair or damage to any property, or structure, or other use inconsistent with the rights conveyed
to Grantee by the easement. Provided however, before constructing any improvements, at least
ten (10) days prior written notice shall be provided to Grantee of the general plans of the
improvement to be constructed within the easement, and Grantor must first obtain the consent
and approval from Grantee of the construction and location of any improvements within the
easement.
In addition to the foregoing, and for the consideration set forth above, Grantor has this
day granted and conveyed, and by these presents does grant and convey, unto Grantee, a
temporary construction easement in, under, over, above and across the following described
property, to -wit:
See "Sketch to Accompany Description" attached hereto and made a part hereof for all
intents and purposes hereunto and in any wise pertaining, showing a temporary construction
easement as indicated.
Said temporary construction is being granted to facilitate Grantee's construction and
installation of the lines on or adjacent to the above - referenced land, and is for the express
3.
purpose of construction and all related work, and of construction of the lines. Grantor grants such
temporary construction easement to Grantee, its agents and employees, with necessary
equipment, to enter upon and have access to the real property owned by Grantor, subject to the
provisions of this easement.
This temporary construction easement shall exist from the date construction begins and
shall continue until final completion of the project, that being defined as thirty (30) days after
issuance of the Certificate of Completion, this temporary construction easement shall terminate.
The expiration of the temporary construction easement shall not otherwise affect any of
Grantee's easement rights.
TO HAVE AND TO HOLD the rights and interests described unto Grantee and its
successors and assigns, forever, and Grantor do hereby bind themselves, and their successors and
assigns, and legal representatives, to warrant and forever defend, all and singular, the above -
described easement and rights and interests unto Grantee, its successors and assigns, against
every person whomsoever lawfully claiming, or to claim same, or any part thereof, by, through,
or under Grantor, but not otherwise.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this the
day of , 2003.
GRANTOR:
By:
Nance:
Its:
4.
THE STATE OF TEXAS
COUNTY OF
After recording please return to:
Stephan L. Sheets
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
ACKNOWLEDGMENTS
This instrument was acknowledged before me on this the day of
2003, by
of , for the
purposes and consideration and in the capacity therein expressed.
5.
Notary Public, State of Texas
DATE: March 21, 2003
SUBJECT: City Council Meeting — March 27, 2003
Resource: Tom Clark, Director of Utilities
Steve Sheets, City Attorney
Funding:
Cost: $91,073.37
Source of funds: Capital Project Funds (self - financed utility)
Outside Resources:
ITEM: 9.I.2. Consider a resolution authorizing the Mayor to execute a Cost Sharing
and Reimbursement Agreement with H.E. Butt Grocery Company, FM
1460 Partners, Ltd., 54 Acres Ltd., Highland Management, Inc,
M &M Equities IV, Inc., EMI Leasing Partners, LP, Church of Christ
of Round Rock, and Heritage Title Company of Austin concerning the
development of 10 tracts of land totaling 236.11 acres.
History: Cost Sharing and Reimbursements Agreements are authorized under the Local
Government Code Section 212.073. Under this agreement, the City will pay to
oversize the water and wastewater lines as part of the development. This
participation is needed to meet future needs of the City and will save dollars by
not having to replace the pipelines with lager lines at a later date. This item is a
cost sharing and reimbursement agreement concerning the development of 10
tracts of land totaling 236.11 acres.
H.E.B Grocery Company, FM 1460 Partners Ltd., 54 Acres Ltd.,
Highland Management, Inc., M &M Equities IV, Inc., Church of
Christ of Round Rock, and Heritage Title Company of Austin, Inc.
Impact: N/A
Benefit: Participation in the utilities for the development will save future City
dollars
Public Comment: N/A
Sponsor: N/A