R-88-1187 - 11/7/1988WHEREAS, the City of Round Rock ( "City ") and the predecessors of
Franklin Capital Corporation ( "Franklin ") have previously entered
into a Proposal Letter dated August 3, 1988 regarding a golf course
on the Franklin 582 Tract, and
WHEREAS, said Proposal Letter provides in part that the City and
Franklin will enter into an agreement regarding the provision of
water and wastewater utilities to the Franklin Tract, and
WHEREAS, a document entitled Franklin 582 Water and Wastewater
Service Agreement ( "Service Agreement ") has been prepared to
formalize the parties' agreement regarding utility service, and
WHEREAS, the City Council wishes to enter into said Service
Agreement, Now Therefore
BE IT RESOLVED BY THE CITY COUNCIL OF ROUND ROCK, TEXAS THAT
The Mayor is hereby authorized and directed to execute on behalf
of the City the Service Agreement with Franklin, a copy of said
Service Agreement being attached hereto and incorporated herein for
all purposes.
RESOLVED this 7th day of November, 1988.
ATTEST:
41 40 1.
nne Land, t Secretary
T31RESOLUTN
RESOLUTION NO. l /4 7 f
k4
Mike Robinson, Mayor
City of Round Rock, Texas
STATE OF TEXAS
FRANKLIN 582 WATER AND WASTEWATER SERVICE AGREEMENT
COUNTY OF WILLIAMSON
This Agreement is made and entered into on this 7th day of
November, 1988, by and between the City of Round Rock, Texas, a home
rule municipality ( "City ") and Franklin Capital Corporation, a Texas
corporation ( "Franklin ").
Recitals
WHEREAS, Franklin owns approximately five hundred eighty -two
(582) acres of land ( "Franklin Tract ") adjacent to and east of County
Road 122 which is depicted in Exhibit "A "; and
WHEREAS, said Franklin Tract is presently in the
extraterritorial jurisdiction of the City of Hutto, and
WHEREAS, the Franklin Tract does not presently have access to
any municipal water and wastewater service, and
WHEREAS, an engineering study has determined that in order for
the Franklin Tract to have access to the City's water and wastewater
systems, certain improvements listed in Exhibit "B" must be
constructed, and
WHEREAS, the City does not have current funds available for the
construction of said improvements, and
WHEREAS, the City, Franklin, and Killeen Savings Association
have previously entered into a letter agreement dated August 3, 1988
( "Proposal Letter ") whereby an agreement in principal was reached
wherein the Franklin Tract would have access to the City's water and
wastewater systems, subject to a number of conditions, and
WHEREAS, the City and Franklin wish to formalize and finalize
their agreement as to the terms and provisions of water and
wastewater service to the Franklin Tract, Now Therefore, It Is Agreed
That:
Article I
Capacity Reserved
1.01. Capacity in System Improvements. The capacity of the
water and wastewater system improvements to be constructed shall be
measured in terms of Living Unit Equivalents (LUE's). A Water LUE is
defined as that unit of development which consumes the same amount of
water as is consumed by a detached single family dwelling unit. For
the purpose of this Agreement, a Water LUE is deemed to consume an
average of four hundred eighty (480) gallons per day not to exceed a
peak rate of 1.0 g.p.m. A Wastewater LUE is defined as that unit of
development which produces the same peak wet weather flow as is
produced by a detached single family dwelling unit. For the purpose
of this Agreement, a Wastewater LUE is deemed to produce a peak wet
weather flow of three hundred fifty (350) gallons per day of
wastewater.
Subject to the conditions stated in Article IV below, the City
agrees to reserve capacity for Franklin in the water and wastewater
improvements to be constructed in the amount of one thousand five
hundred (1,500) Water and Wastewater LUE's.
T3OWATER
The number of LUE's for residential uses shall be determined as
follows:
TYPE OF
RESIDENTIAL UNIT
NUMBER OF
LUE's
Single Family Detached 1.0
Duplex 0.9 per unit
Tri -plex, four -plex and
multi - family 0.7 per unit
The number of LUE's for commercial and industrial use shall be
determined in accordance with projected usage.
Franklin shall be entitled to allocate its LUE's to its tract,
or any portion thereof, as it deems advisable. In the event of
transfer of the tract, or any portion thereof, the City, unless
notified as set forth hereinafter, may deem that a pro rata number of
LUE's are transferred with the conveyed property in accordance with
the ratio between the area of the conveyed property to the total area
of the tract. Provided, however, Franklin may designate in writing
to the City the amount of LUE's transferred with the conveyance of
any tract of any portion thereof.
Franklin shall not be permitted to transfer or assign its right
to LUE's of line capacity except to any purchaser of its tract, or
any portion thereof.
1.02. No Plant Capacity Reserved. It is understood and agreed
that although Franklin will have reserved capacity in the water and
wastewater improvements contemplated herein, no capacity in the
existing or future treatment plants is being reserved. Available
capacity in the treatment plants will be allocated to users in the
City's service area on a "first come - first served" basis in
accordance with the ordinances and regulations of the City. The City
acknowledges that it now has 8,333 LUE's of available capacity in its
water treatment system and 6,570 LUE's of available capacity in the
wastewater treatment plants. The City agrees to notify Franklin at
such time that the available capacity in either the water or
wastewater treatment plants drop below 4,000 LUE's. At such time
Franklin may obtain commitments for up to 1,500 LUE's of capacity in
the treatment plants by prepaying water and wastewater LUE fees or by
obtaining final plat approval for the tract or portions thereof.
Article II
Covenants and Agreements of the City
2.01. Water Improvements. Set forth in Exhibit "B" hereto are
the City's Water Improvements. The City agrees that the City's Water
Improvements will be constructed by the City at no cost to Franklin.
The City's obligation to construct said improvements is subject to
the City's ability to sell bonds to finance said construction.
2.02. Acceptance For Maintenance. Upon completion of
Franklin's Water Improvements and Wastewater Improvements in
accordance with the approved plans and specifications therefor and
with the ordinances and regulations of the City, the City agrees to
accept same for maintenance. Upon completion of the required
subdivision improvements, including but not limited to streets,
drainage, etc., in accordance with the approved plans and
specifications therefor and with the ordinances and regulations of
the City, City agrees to accept same for maintenance.
2.03. Oversize Reimbursement. The City acknowledges that
Franklin's Wastewater Improvements and Franklin's Water Improvements
include certain oversized components which are to be constructed by
Franklin at the request of the City. Accordingly, Franklin will be
reimbursed for said oversize expense as provided by Chapter 8,
Section 6.J.(4), Code of Ordinances, City of Round Rock.
2.
Article III
Agreements and Covenants of Franklin
3.01. Utility Easements on Franklin Tract. Prior to the
commencement of construction on the Franklin Tract of the water or
wastewater improvements the subject of this Agreement, Franklin shall
execute and deliver to the City all necessary utility easements, at
no cost to the City.
3.02. Utility Easements On Other Tracts. Franklin agrees, at
its sole cost and expense, to obtain from each of the owners of the
tracts affected by the water and wastewater improvements, including
appropriate subordination provisions from any lienholders, all
utility easements necessary to construct, locate and maintain the
water and wastewater improvements. If necessary, the City agrees to
assist Franklin by using its powers of condemnation to acquire the
necessary easements. In order to assist Franklin in the acquisition
of the necessary easements, the City agrees to consider on a case by
case basis in accordance with its ordinances and policies, the
provision of utility service to those tracts crossed by said
easements. However, all costs of such condemnation preceedings shall
be borne solely by Franklin.
3.03. Water and Wastewater Improvements. Set forth in Exhibit
"B" hereto are Franklin's Water Improvements and Franklin's
Wastewater Improvements. Franklin agrees that the Franklin Water
Improvements and Franklin Wastewater Improvements will be constructed
by Franklin, at its sole cost and expense.
Article IV
Conditions
4.01. City's Conditions. The City's obligations to (1)
construct the City's Water Improvements; (2) provide water and
wastewater service to the Franklin Tract; (3) reimburse Franklin
pursuant to the oversize policy; and (4) perform its other
obligations under this Agreement shall be conditioned and contingent
upon:
a. Hutto ETJ. Full and complete release by the City of Hutto
of the Franklin Tract from the Hutto Extraterritorial
Jurisdiction (ETJ) in such a way that City is able to
include the Franklin Tract into its own ETJ.
b. Annexation. The Franklin Tract shall have been fully
annexed into the city limits of City.
c. Utility Easements. All necessary utility easements have
been fully executed, acknowledged, and recorded in the real
property records of Williamson County, Texas.
d. Approvals. City shall have received all requisite
approvals for the sale of bonds to finance the construction
of the City's Water Improvements and the City's Wastewater
Improvements.
e. Golf Course Tract. Franklin has dedicated to the City the
Golf Course Tract or otherwise provided for the
construction of a golf course on the Franklin Tract in
accordance with the Proposal Letter.
f. Other Agreements. Each of the covenants and agreements of
Franklin set forth herein shall have been satisfied or
evidence satisfactory to City shall have been provided to
City confirming that each of the covenants and agreements
of Franklin not previously satisfied will be satisfied.
Provided however, regardless of anything contained herein to the
contrary, in the event that all of the above conditions have been met
with the sole exception of subparagraph e., Franklin may plat
3.
subdivision lots which use Water LUE's not to exceed 700 LUE's, which
is agreed to be the number of LUE's of available capacity in the
water lines to be extended along Gattis School Road and County Road
122. If Franklin wishes approval from the City for plats or other
development which require water capacity in excess of 700 LUE's,
Franklin shall have the option of constructing the City's Water
Improvements at its cost, and will be entitled to be reimbursed for
any oversize cost in accordance with the City's oversize
reimbursement policies.
4.02. Franklin's Conditions. Franklin's obligation to
construct the Franklin's Water and Wastewater Improvements as
provided in this Agreement shall be conditioned and contingent upon:
a. Regulatory Approvals. Franklin shall have received all
requisite regulatory approvals for the consummation of the
transaction herein contemplated.
b. Other Agreements. Each of the covenants and agreements of
the City set forth herein shall have been satisfied or
evidence satisfactory to Franklin shall have been provided
to Franklin confirming that each of the covenants and
agreements of the City not previously satisfied will be
satisfied.
Article V
Costs
The City will pay the following costs: the City's attorney's
fees, the cost of any surveys necessary to effectuate this
transaction. Franklin will pay Franklin's attorney's fees and the
cost of obtaining and recording the utility easements.
Article VI
Default: Remedy
In the event that either party fails to perform its obligations
hereunder (except as may be excused (i) by the other party's default
or failure or (ii) by the express terms of this Agreement), the party
claiming default will make written demand for performance on the
defaulting party (herein so called). In the event the defaulting
party fails to comply with such written demand within ten (10) days
after notice thereof, the other party will have the option to waive
such default or, due to the unique character of the subject matter of
this Agreement, seek and obtain specific performance of the terms and
provisions of this Agreement; it being expressly acknowledged and
agreed by the parties hereto that damages for breach or default of
the terms of this Agreement are inadequate and each party hereto
accordingly unconditionally waives any defense that damages or other
remedies, other than specific performance, will adequately or
appropriately compensate any other party hereto for a breach or
default hereunder.
7.01. Time. Time is of the essence of this Agreement.
7.02. Notice. All notices, requests, demands, and other
communications under this Agreement, to be effective, shall be in
writing and sent by regular or certified mail, return receipt
requested, with the U.S. Postal Service, addressed as follows:
If to the City:
Article VII
Miscellaneous
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attention: Robert L. Bennett
4.
With a copy to:
If to Franklin:
With copies to:
Mauro, Wendler, Sheets, Blume &
Gutow, P.C.
309 East Main Street
Round Rock, Texas 78664
Attention: Stephan L. Sheets, Esq.
708 Congress Avenue
Austin, Texas 78701
Attention: John German
Franklin Federal Bancorp
712 Congress Avenue
Austin, Texas 78701
Attention: Larry Paul Manley
Johnson & Swanson, P.C.
100 Congress Avenue, Suite 1400
Austin, Texas 78701
Attention: Mark A. Herndon
or at such other address, and to the attention of such other person,
as either party shall give notice as herein provided. All such
notices, requests, demands, and other communications shall be deemed
to have been given for all purposes hereof on the first calendar day
after the date of the mailing thereof if sent by certified mail,
return receipt requested, with postage prepaid, or on the third
calendar day after the date of the mailing thereof if sent by regular
mail, with postage prepaid; provided, that each party shall also have
the right to utilize courier service or personal delivery, in which
case the notice, request, demand or other communication will be
deemed given on the date of actual delivery to the specified address.
7.03. Brokerage. Each of the City and Franklin represents to
the other party that it has not engaged, and covenants that it will
not engage, any broker or finder in connection with this Agreement or
the transactions contemplated herein in a manner so as to give rise
to any valid claim for any brokerage or finders' fee or similar
compensation. Each party further represents to the other party that
it has not authorized, and will not authorize, any person to act in a
manner so as to give rise to any valid claim for any brokerage or
finders' fees or similar compensation, and, if any party or their
affiliates has caused any such fee to be payable, then such party
shall bear any such fee.
7.04. Entire Agreement and Modifications. This Agreement
embodies and constitutes the entire understanding among the parties
with respect to the transactions contemplated herein, and all prior
or contemporaneous agreements, understandings, representations, and
statements (whether oral or written) are merged into this Agreement.
Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged, or terminated except by an instrument
in writing signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or termination is sought,
and then only to the extent set forth in such instrument.
7.05. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, and all
obligations of the parties created hereunder are performable in
Williamson County, Texas.
7.06. Captions. The captions in this Agreement are inserted for
convenience of reference only and in no way define, describe or limit
the scope or intent of this Agreement or any of the provisions
hereof.
7.07. Assignment. This Agreement (including all terms,
provisions and rights) may not be assigned by the City without the
prior written consent of Franklin, although Franklin shall be
entitled to assign its interest in this Agreement to any entity
5.
acquiring all or substantially all of Franklin's interest in the
Franklin Tract, save and except the Golf Course Tract.
7.08. Exhibits. All exhibits to this Agreement are hereby fully
incorporated herein by reference for all purposes as though fully set
forth herein.
7.09. Severability. If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under present or future
laws, such provision shall be fully severable and shall not
invalidate this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provisions or by
its severance from this Agreement.
7.10. Gender of Words. Words of any gender shall include the
other gender where appropriate.
7.11. Binding Effect. This Agreement will inure to the benefit
of and bind the respective heirs, personal representatives,
successors and assigns of the parties hereto. Nothing herein shall
be construed to create any third party beneficiaries' rights or any
rights in any other persons not a party to this Agreement.
7.12. Legal Construction. The terms and provisions of this
Agreement represent the results of negotiations among the parties,
each of which has been represented by counsel of its own selection,
and none of which has acted under duress or compulsion, whether
legal, economic, or otherwise. Consequently, the terms and
provisions of this Agreement shall be interpreted and construed in
accordance with their usual and customary meanings, and the parties
hereby expressly waive and disclaim in connection with the
interpretation and construction of this Agreement, any rule of law or
procedure requiring otherwise, including, without limitation, any
rule of law to the effect that ambiguous or conflicting terms or
provisions contained in this Agreement shall be interpreted or
construed against the party whose attorney prepared this Agreement or
any earlier draft of this Agreement.
7.13. Attorney's Fees. In the event either party should
default under any of the terms or provisions of this Agreement and,
as a consequence, the other party should employ attorneys or incur
other expenses for the collection of amounts payable hereunder for
the enforcement of performance or observance of any obligation,
covenant or agreement on the part of the other party contained in
this Agreement and litigation shall ensue, then the party prevailing
in said litigation shall be entitled to recover reasonable attorney's
fees, court costs and other reasonable expenses associated with any
such litigation.
7.14. Survival. Each of the representations, warranties, terms
and provisions of this Agreement shall survive the execution of this
Agreement and the execution and delivery of the other documents
contemplated to be executed and delivered in connection herewith, and
shall continue in full force and effect.
7.15. Status of Parties' Relationship. Nothing in this
Agreement shall be construed to make any party the partner or joint
venturer of or with respect to any other party.
7.16. Counterpart Execution. This Agreement may be executed in
multiple original counterparts, each of which shall be deemed an
original but all of which together shall constitute but one and the
same instrument.
7.17. Authority. Each person executing this Agreement warrants
and represents that he has the power and authority to enter into this
Agreement in the name, title, and capacity herein stated and on
behalf of the entity represented or purported to be represented by
such person.
6.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties on the dates hereafter indicated, to be effective, however,
as set forth above.
ATTEST:
CITY OF ROUND ROCK, TEXAS
By: „2
�!1 yy ��, Mike Robinson, Mayor
'l /f)1Ld ? 2in4_' Date: //- 7
o,n ne Land, City Secretary
CITY:
FRANKLIN:
FRANKLIN CAPITAL CORPORATION,
a Text J p tion
By:
hn German,
ice President
Date: ( - 51 - 5
7.
IS" W1 \
SGT -121 �
�.BP- 12 II mo, /
a.
)ENTRANCE 1 J_
AW
24'
Gi
•
6
Exhibit C
PALM
matt
• V 1
- - i —r.t.
• ` 6'
Scale :I 2000'
•
EXHIBIT "A"
LAKE`•GRPNGER
SUPPLY '`�
BP -10
- 1
— ;�crtnscs`r —1--
Recommended Tnmrovementa
water
Line Extermion - Gattie School Rd.
H to G
18" lino •
Line Extension - CR 122
G to E
24" line
Line Extension - CR 122
E to D
24" line
Line Extension - CR 122
..DtoC
18" line
Subtotal
,Sewer
Lina Extension to Brushy Creek
Regional Treatment Plant
D to J
18" line
I' \m,n„ nda \9581 \0025 \2,81,1.02
TABLE 1
OFFSITE UTILITY cols
FRANKLIN 582
ROUND ROCK, TEXAS
EXHFBIT "B"
Cost to Coat to Total
BFC: Citv Cc-8C
$115,200 $ 57,600
154, 800
115, 200
216, 000
51, 600
$172, 800
206, 400
38, 400 153, 600
88.40Q 28.800 115.200
$171,600 0176, 400 $648, 000
43, 200 259,200
Graywater Irrigation Line -0- 255.600 255 600
Subtotal $216,000 $298,800
$514,800
Total $687,600 $475,200 $1,162,800
STATE OF TEXAS
T3OWATER
FRANKLIN 582 WATER AND WASTEWATER SERVICE AGREEMENT
COUNTY OF WILLIAMSON
This Agreement is made and entered into on this 7th day of
November, 1988, by and between the City of Round Rock, Texas, a home
rule municipality ( "City ") and Franklin Capital Corporation, a Texas
Corporation ( "Franklin ").
Recitals
WHEREAS, Franklin owns approximately five hundred eighty -two
(582) acres of land ( "Franklin Tract ") adjacent to and east of County
Road 122 which is depicted in Exhibit "A"; and
WHEREAS, said Franklin Tract is presently in the
extraterritorial jurisdiction of the City of Hutto, and
WHEREAS, the Franklin Tract does not presently have access to
any municipal water and wastewater service, and
WHEREAS, an engineering study has determined that in order for
the Franklin Tract to have access to the City's water and wastewater
systems, certain improvements listed in Exhibit "B" must be
constructed, and
WHEREAS, the City does not have current funds available for the
construction of said improvements, and
WHEREAS, the City, Franklin, and Killeen Savings Association
have previously entered into a letter agreement dated August 3, 1988
( "Proposal Letter ") whereby an agreement in principal was reached
wherein the Franklin Tract would have access to the City's water and
wastewater systems, subject to a number of conditions, and
WHEREAS, the City and Franklin wish to formalize and finalize
their agreement as to the terms and provisions of water and
wastewater service to the Franklin Tract, Now Therefore, It Is Agreed
That:
Article I
Capacity Reserved
1.01. Capacity in System Improvements. The capacity of the
water and wastewater system improvements to be constructed shall be
measured in terms of Living Unit Equivalents ( LUE's). A Water LUE is
defined as that unit of development which consumes the same amount of
water as is consumed by a detached single family dwelling unit. For
the purpose of this Agreement, a Water LUE is deemed to consume an
average of four hundred eighty (480) gallons per day not to exceed a
peak rate of 1.0 g.p.m. A Wastewater LUE is defined as that unit of
development which produces the same peak wet weather flow as is
produced by a detached single family dwelling unit. For the purpose
of this Agreement, a Wastewater LUE is deemed to produce a peak wet
weather flow of three hundred fifty (350) gallons per day of
wastewater.
Subject to the conditions stated in Article IV below, the City
agrees to reserve capacity for Franklin in the water and wastewater
improvements to be constructed in the amount of one thousand five
hundred (1,500) Water and Wastewater LUE's.
The number of LUE's for residential uses shall be determined as
follows:
TYPE OF
RESIDENTIAL UNIT
2.
NUMBER OF
LUE's
Single Family Detached 1.0
Duplex 0.9 per unit
Tri -plex, four -plex and
multi - family 0.7 per unit
The number of LUE's for commercial and industrial use shall be
determined in accordance with projected usage.
Franklin shall be entitled to allocate its LUE's to its tract,
or any portion thereof, as it deems advisable. In the event of
transfer of the tract, or any portion thereof, the City, unless
notified as set forth hereinafter, may deem that a pro rata number of
LUE's are transferred with the conveyed property in accordance with
the ratio between the area of the conveyed property to the total area
of the tract. Provided, however, Franklin may designate in writing
to the City the amount of LUE's transferred with the conveyance of
any tract of any portion thereof.
Franklin shall not be permitted to transfer or assign its right
to LUE's of line capacity except to any purchaser of its tract, or
any portion thereof.
1.02. No Plant Capacity Reserved. It is understood and agreed
that although Franklin will have reserved capacity in the water and
wastewater improvements contemplated herein, no capacity in the
existing or future treatment plants is being reserved. Available
capacity in the treatment plants will be allocated to users in the
City's service area on a "first come - first served" basis in
accordance with the ordinances and regulations of the City. The City
acknowledges that it now has 8,333 LUE's of available capacity in its
water treatment system and 6,570 LUE's of available capacity in the
wastewater treatment plants. The City agrees to notify Franklin at
such time that the available capacity in either the water or
wastewater treatment plants drop below 4,000 LUE's. At such time
Franklin may obtain commitments for up to 1,500 LUE's of capacity in
the treatment plants by prepaying water and wastewater LUE fees or by
obtaining final plat approval for the tract or portions thereof.
Article II
Covenants and Agreements of the City
2.01. Water Improvements. Set forth in Exhibit "B" hereto are
the City's Water Improvements. The City agrees that the City's Water
Improvements will be constructed by the City at no cost to Franklin.
The City's obligation to construct said improvements is subject to
the City's ability to sell bonds to finance said construction.
2.02. Acceptance For Maintenance. Upon completion of
Franklin's Water Improvements and Wastewater Improvements in
accordance with the approved plans and specifications therefor and
with the ordinances and regulations of the City, the City agrees to
accept same for maintenance. Upon completion of the required
subdivision improvements, including but not limited to streets,
drainage, etc., in accordance with the approved plans and
specifications therefor and with the ordinances and regulations of
the City, City agrees to accept same for maintenance.
2.03. Oversize Reimbursement. The City acknowledges that
Franklin's Wastewater Improvements and Franklin's Water Improvements
include certain oversized components which are to be constructed by
Franklin at the request of the City. Accordingly, Franklin will be
reimbursed for said oversize expense as provided by Chapter 8,
Section 6.J.(4), Code of Ordinances, City of Round Rock.
Article III
Agreements and Covenants of Franklin
3.01. Utility Easements on Franklin Tract. Prior to the
commencement of construction on the Franklin Tract of the water or
wastewater improvements the subject of this Agreement, Franklin shall
execute and deliver to the City all necessary utility easements, at
no cost to the City.
3.02. Utility Easements On Other Tracts. Franklin agrees, at
its sole cost and expense, to obtain from each of the owners of the
tracts affected by the water and wastewater improvements, including
appropriate subordination provisions from any lienholders, all
utility easements necessary to construct, locate and maintain the
water and wastewater improvements. If necessary, the City agrees to
assist Franklin by using its powers of condemnation to acquire the
necessary easements. In order to assist Franklin in the acquisition
of the necessary easements, the City agrees to consider on a case by
case basis in accordance with its ordinances and policies, the
provision of utility service to those tracts crossed by said
easements. However, all costs of such condemnation preceedings shall
be borne solely by Franklin.
3.03. Water and Wastewater Improvements. Set forth in Exhibit
"B" hereto are Franklin's Water Improvements and Franklin's
Wastewater Improvements. Franklin agrees that the Franklin Water
Improvements and Franklin Wastewater Improvements will be constructed
by Franklin, at its sole cost and expense.
Article IV
Conditions
4.01. City's Conditions. The City's obligations to (1)
construct the City's Water Improvements; (2) provide water and
wastewater service to the Franklin Tract; (3) reimburse Franklin
pursuant to the oversize policy; and (4) perform its other
obligations under this Agreement shall be conditioned and contingent
upon:
a. Hutto ETJ. Full and complete release by the City of Hutto
of the Franklin Tract from the Hutto Extraterritorial
Jurisdiction (ETJ) in such a way that City is able to
include the Franklin Tract into its own ETJ.
b. Annexation. The Franklin Tract shall have been fully
annexed into the city limits of City.
c. Utility Easements. All necessary utility easements have
been fully executed, acknowledged, and recorded in the real
property records of Williamson County, Texas.
d. Approvals. City shall have received all requisite
approvals for the sale of bonds to finance the construction
of the City's Water Improvements and the City's Wastewater
Improvements.
e. Golf Course Tract. Franklin has dedicated to the City the
Golf Course Tract or otherwise provided for the
construction of a golf course on the Franklin Tract in
accordance with the Proposal Letter.
f. Other Agreements. Each of the covenants and agreements of
Franklin set forth herein shall have been satisfied or
evidence satisfactory to City shall have been provided to
City confirming that each of the covenants and agreements
of Franklin not previously satisfied will be satisfied.
Provided however, regardless of anything contained herein to the
contrary, in the event that all of the above conditions have been met
with the sole exception of subparagraph e., Franklin may plat
3.
subdivision lots which use Water LUE's not to exceed 700 LUE's, which
is agreed to be the number of LUE's of available capacity in the
water lines to be extended along Gattis School Road and County Road
122. If Franklin wishes approval from the City for plats or other
development which require water capacity in excess of 700 LUE's,
Franklin shall have the option of constructing the City's Water
Improvements at its cost, and will be entitled to be reimbursed for
any oversize cost in accordance with the City's oversize
reimbursement policies.
4.02. Franklin's Conditions. Franklin's obligation to
construct the Franklin's Water and Wastewater Improvements as
provided in this Agreement shall be conditioned and contingent upon:
a. Regulatory Approvals. Franklin shall have received all
requisite regulatory approvals for the consummation of the
transaction herein contemplated.
b. Other Agreements. Each of the covenants and agreements of
the City set forth herein shall have been satisfied or
evidence satisfactory to Franklin shall have been provided
to Franklin confirming that each of the covenants and
agreements of the City not previously satisfied will be
satisfied.
The City will pay the following costs: the City's attorney's
fees, the cost of any surveys necessary to effectuate this
transaction. Franklin will pay Franklin's attorney's fees and the
cost of obtaining and recording the utility easements.
If to the City:
Article V
Costs
Article VI
Default: Remedy
In the event that either party fails to perform its obligations
hereunder (except as may be excused (i) by the other party's default
or failure or (ii) by the express terms of this Agreement), the party
claiming default will make written demand for performance on the
defaulting party (herein so called). In the event the defaulting
party fails to comply with such written demand within ten (10) days
after notice thereof, the other party will have the option to waive
such default or, due to the unique character of the subject matter of
this Agreement, seek and obtain specific performance of the terms and
provisions of this Agreement; it being expressly acknowledged and
agreed by the parties hereto that damages for breach or default of
the terms of this Agreement are inadequate and each party hereto
accordingly unconditionally waives any defense that damages or other
remedies, other than specific performance, will adequately or
appropriately compensate any other party hereto for a breach or
default hereunder.
Article VII
Miscellaneous
7.01. Time. Time is of the essence of this Agreement.
7.02. Notice. All notices, requests, demands, and other
communications under this Agreement, to be effective, shall be in
writing and sent by regular or certified mail, return receipt
requested, with the U.S. Postal Service, addressed as follows:
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attention: Robert L. Bennett
4.
With a copy to:
If to Franklin:
With copies to:
Mauro, Wendler, Sheets, Blume &
Gutow, P.C.
309 East Main Street
Round Rock, Texas 78664
Attention: Stephan L. Sheets, Esq.
708 Congress Avenue
Austin, Texas 78701
Attention: John German
Franklin Federal Bancorp
712 Congress Avenue
Austin, Texas 78701
Attention: Larry Paul Manley
Johnson & Swanson, P.C.
100 Congress Avenue, Suite 1400
Austin, Texas 78701
Attention: Mark A. Herndon
or at such other address, and to the attention of such other person,
as either party shall give notice as herein provided. All such
notices, requests, demands, and other communications shall be deemed
to have been given for all purposes hereof on the first calendar day
after the date of the mailing thereof if sent by certified mail,
return receipt requested, with postage prepaid, or on the third
calendar day after the date of the mailing thereof if sent by regular
mail, with postage prepaid; provided, that each party shall also have
the right to utilize courier service or personal delivery, in which
case the notice, request, demand or other communication will be
deemed given on the date of actual delivery to the specified address.
7.03. Brokerage. Each of the City and Franklin represents to
the other party that it has not engaged, and covenants that it will
not engage, any broker or finder in connection with this Agreement or
the transactions contemplated herein in a manner so as to give rise
to any valid claim for any brokerage or finders' fee or similar
compensation. Each party further represents to the other party that
it has not authorized, and will not authorize, any person to act in a
manner so as to give rise to any valid claim for any brokerage or
finders' fees or similar compensation, and, if any party or their
affiliates has caused any such fee to be payable, then such party
shall bear any such fee.
7.04. Entire Agreement and Modifications. This Agreement
embodies and constitutes the entire understanding among the parties
with respect to the transactions contemplated herein, and all prior
or contemporaneous agreements, understandings, representations, and
statements (whether oral or written) are merged into this Agreement.
Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged, or terminated except by an instrument
in writing signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or termination is sought,
and then only to the extent set forth in such instrument.
7.05. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, and all
obligations of the parties created hereunder are performable in
Williamson County, Texas.
7.06. Captions. The captions in this Agreement are inserted for
convenience of reference only and in no way define, describe or limit
the scope or intent of this Agreement or any of the provisions
hereof.
7.07. Assignment. This Agreement (including all terms,
provisions and rights) may not be assigned by the City without the
prior written consent of Franklin, although Franklin shall be
entitled to assign its interest in this Agreement to any entity
5.
acquiring all or substantially all of Franklin's interest in the
Franklin Tract, save and except the Golf Course Tract.
7.08. Exhibits. All exhibits to this Agreement are hereby fully
incorporated herein by reference for all purposes as though fully set
forth herein.
7.09. Severability. If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under present or future
laws, such provision shall be fully severable and shall not
invalidate this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provisions or by
its severance from this Agreement.
7.10. Gender of Words. Words of any gender shall include the
other gender where appropriate.
7.11. Binding Effect. This Agreement will inure to the benefit
of and bind the respective heirs, personal representatives,
successors and assigns of the parties hereto. Nothing herein shall
be construed to create any third party beneficiaries' rights or any
rights in any other persons not a party to this Agreement.
7.12. Legal Construction. The terms and provisions of this
Agreement represent the results of negotiations among the parties,
each of which has been represented by counsel of its own selection,
and none of which has acted under duress or compulsion, whether
legal, economic, or otherwise. Consequently, the terms and
provisions of this Agreement shall be interpreted and construed in
accordance with their usual and customary meanings, and the parties
hereby expressly waive and disclaim in connection with the
interpretation and construction of this Agreement, any rule of law or
procedure requiring otherwise, including, without limitation, any
rule of law to the effect that ambiguous or conflicting terms or
provisions contained in this Agreement shall be interpreted or
construed against the party whose attorney prepared this Agreement or
any earlier draft of this Agreement.
7.13. Attorney's Fees. In the event either party should
default under any of the terms or provisions of this Agreement and,
as a consequence, the other party should employ attorneys or incur
other expenses for the collection of amounts payable hereunder for
the enforcement of performance or observance of any obligation,
covenant or agreement on the part of the other party contained in
this Agreement and litigation shall ensue, then the party prevailing
in said litigation shall be entitled to recover reasonable attorney's
fees, court costs and other reasonable expenses associated with any
such litigation.
7.14. Survival. Each of the representations, warranties, terms
and provisions of this Agreement shall survive the execution of this
Agreement and the execution and delivery of the other documents
contemplated to be executed and delivered in connection herewith, and
shall continue in full force and effect.
7.15. Status of Parties' Relationship. Nothing in this
Agreement shall be construed to make any party the partner or joint
venturer of or with respect to any other party.
7.16. Counterpart Execution. This Agreement may be executed in
multiple original counterparts, each of which shall be deemed an
original but all of which together shall constitute but one and the
same instrument.
7.17. Authority. Each person executing this Agreement warrants
and represents that he has the power and authority to enter into this
Agreement in the name, title, and capacity herein stated and on
behalf of the entity represented or purported to be represented by
such person.
6.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties on the dates hereafter indicated, to be effective, however,
as set forth above.
ATTEST:
CITY:
CITY OF ROUND ROCK, TEXAS
By: 2h4/
� �� ��.,// Mike Robinson, Mayor
G1 ft .Q/ G -L(/VC.(�V Date: //-
e Land, City Secretary
FRANKLIN:
FRANKLIN CAPITAL CORPORATION,
a Texa t . poration
By:
n German,
ice President
Date:
7.
- V'
Scale: 1%2000'
Exhibit C
PALti. vP.-Lay
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EXHIBIT "A"
LAKE '-GRf LAGER
SUPPLY
BP -10 .
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`s
TABLE 1
OFFSITE UTILITY COSTS
FRANKLIN 582
ROUND ROCK, TEXAS
Cost to Cost to Total
Recommended Imomvements BFC City Crst
Water
Line Extension - Gattis School P3 $115,200 $ 57,600 $172,800
H to G
18" line •
Line Extension - CR 122 154, 800 51, 600 206, 400
G to E
24" line
Line Extension - CR 122 115,200 38,400 153,600
E to D
24" line
Line Extension - CR 122
-D to
18" lino 86.400 21.1b22 115.200
dotal $471, 600 $176, 400 $648, 000
Line Extension to Brushy Creek 216,000 43,200 259,200
Regional Treatment Plant
D to J
18" line
Graywater Irrigation Line - 255.600 255.600
Subtotal $216,000
$298,800 $514,800
Total $687, 600 $475, 200 $1,162,800
1 ' \m 02
- EX "B"
STATE OF TEXAS
T30WATER
FRANKLIN 582 WATER AND WASTEWATER SERVICE AGREEMENT
COUNTY OF WILLIAMSON
Recitals
i 0 i
This Agreement is made and entered into on this 7th day of
November, 1988, by and between the City of Round Rock, Texas, a home
rule municipality ( "City ") and Franklin Capital Corporation, a Texas
corporation ( "Franklin ").
WHEREAS, Franklin owns approximately five hundred eighty -two
(582) acres of land ( "Franklin Tract ") adjacent to and east of County
Road 122 which is depicted in Exhibit "A "; and
WHEREAS, said Franklin Tract is presently in the
extraterritorial jurisdiction of the City of Hutto, and
WHEREAS, the Franklin Tract does not presently have access to
any municipal water and wastewater service, and
WHEREAS, an engineering study has determined that in order for
the Franklin Tract to have access to the City's water and wastewater
systems, certain improvements listed in Exhibit "B" must be
constructed, and
WHEREAS, the City does not have current funds available for the
construction of said improvements, and
WHEREAS, the City, Franklin, and Killeen Savings Association
have previously entered into a letter agreement dated August 3, 1988
( "Proposal Letter ") whereby an agreement in principal was reached
wherein the Franklin Tract would have access to the City's water and
wastewater systems, subject to a number of conditions, and
WHEREAS, the City and Franklin wish to formalize and finalize
their agreement as to the terms and provisions of water and
wastewater service to the Franklin Tract, Now Therefore, It Is Agreed
That:
Article I
Capacity Reserved
1.01. Capacity in System Improvements. The capacity of the
water and wastewater system improvements to be constructed shall be
measured in terms of Living Unit Equivalents ( LUE's). A Water LUE is
defined as that unit of development which consumes the same amount of
water as is consumed by a detached single family dwelling unit. For
the purpose of this Agreement, a Water LUE is deemed to consume an
average of four hundred eighty (480) gallons per day not to exceed a
peak rate of 1.0 g.p.m. A Wastewater LUE is defined as that unit of
development which produces the same peak wet weather flow as is
produced by a detached single family dwelling unit. For the purpose
of this Agreement, a Wastewater LUE is deemed to produce a peak wet
weather flow of three hundred fifty (350) gallons per day of
wastewater.
Subject to the conditions stated in Article IV below, the City
agrees to reserve capacity for Franklin in the water and wastewater
improvements to be constructed in the amount of one thousand five
hundred (1,500) Water and Wastewater LUE's.
The number of LUE's for residential uses shall be determined as
follows:
TYPE OF
RESIDENTIAL UNIT
Single Family Detached 1.0
Duplex 0.9 per unit
Tri -plex, four -plex and
multi- family 0.7 per unit
The number of LUE's for commercial and industrial use shall be
determined in accordance with projected usage.
Franklin shall be entitled to allocate its LUE's to its tract,
or any portion thereof, as it deems advisable. In the event of
transfer of the tract, or any portion thereof, the City, unless
notified as set forth hereinafter, may deem that a pro rata number of
LUE's are transferred with the conveyed property in accordance with
the ratio between the area of the conveyed property to the total area
of the tract. Provided, however, Franklin may designate in writing
to the City the amount of LUE's transferred with the conveyance of
any tract of any portion thereof.
Franklin shall not be permitted to transfer or assign its right
to LUE's of line capacity except to any purchaser of its tract, or
any portion thereof.
1.02. No Plant Capacity Reserved. It is understood and agreed
that although Franklin will have reserved capacity in the water and
wastewater improvements contemplated herein, no capacity in the
existing or future treatment plants is being reserved. Available
capacity in the treatment plants will be allocated to users in the
City's service area on a "first come - first served" basis in
accordance with the ordinances and regulations of the City. The City
acknowledges that it now has 8,333 LUE's of available capacity in its
water treatment system and 6,570 LUE's of available capacity in the
wastewater treatment plants. The City agrees to notify Franklin at
such time that the available capacity in either the water or
wastewater treatment plants drop below 4,000 LUE's. At such time
Franklin may obtain commitments for up to 1,500 LUE's of capacity in
the treatment plants by prepaying water and wastewater LUE fees or by
obtaining final plat approval for the tract or portions thereof.
Article II
Covenants and Agreements of the City
2.01. Water Improvements. Set forth in Exhibit "B" hereto are
the City's Water Improvements. The City agrees that the City's Water
Improvements will be constructed by the City at no cost to Franklin.
The City's obligation to construct said improvements is subject to
the City's ability to sell bonds to finance said construction.
2.02. Acceptance For Maintenance. Upon completion of
Franklin's Water Improvements and Wastewater Improvements in
accordance with the approved plans and specifications therefor and
with the ordinances and regulations of the City, the City agrees to
accept same for maintenance. Upon completion of the required
subdivision improvements, including but not limited to streets,
drainage, etc., in accordance with the approved plans and
specifications therefor and with the ordinances and regulations of
the City, City agrees to accept same for maintenance.
2.03. Oversize Reimbursement. The City acknowledges that
Franklin's Wastewater Improvements and Franklin's Water Improvements
include certain oversized components which are to be constructed by
Franklin at the request of the City. Accordingly, Franklin will be
reimbursed for said oversize expense as provided by Chapter 8,
Section 6.J.(4), Code of Ordinances, City of Round Rock.
2.
NUMBER OF
LUE's
Article III
Agreements and Covenants of Franklin
3.01. Utility Easements on Franklin Tract. Prior to the
commencement of construction on the Franklin Tract of the water or
wastewater improvements the subject of this Agreement, Franklin shall
execute and deliver to the City all necessary utility easements, at
no cost to the City.
3.02. Utility Easements On Other Tracts. Franklin agrees, at
its sole cost and expense, to obtain from each of the owners of the
tracts affected by the water and wastewater improvements, including
appropriate subordination provisions from any lienholders, all
utility easements necessary to construct, locate and maintain the
water and wastewater improvements. If necessary, the City agrees to
assist Franklin by using its powers of condemnation to acquire the
necessary easements. In order to assist Franklin in the acquisition
of the necessary easements, the City agrees to consider on a case by
case basis in accordance with its ordinances and policies, the
provision of utility service to those tracts crossed by said
easements. However, all costs of such condemnation preceedings shall
be borne solely by Franklin.
3.03. Water and Wastewater Improvements. Set forth in Exhibit
"B" hereto are Franklin's Water Improvements and Franklin's
Wastewater Improvements. Franklin agrees that the Franklin Water
Improvements and Franklin Wastewater Improvements will be constructed
by Franklin, at its sole cost and expense.
Article IV
Conditions
4.01. City's Conditions. The City's obligations to (1)
construct the City's Water Improvements; (2) provide water and
wastewater service to the Franklin Tract; (3) reimburse Franklin
pursuant to the oversize policy; and (4) perform its other
obligations under this Agreement shall be conditioned and contingent
upon:
a. Hutto ETJ. Full and complete release by the City of Hutto
of the Franklin Tract from the Hutto Extraterritorial
Jurisdiction (ETJ) in such a way that City is able to
include the Franklin Tract into its own ETJ.
b. Annexation. The Franklin Tract shall have been fully
annexed into the city limits of City.
c. Utility Easements. All necessary utility easements have
been fully executed, acknowledged, and recorded in the real
property records of Williamson County, Texas.
d. Approvals. City shall have received all requisite
approvals for the sale of bonds to finance the construction
of the City's Water Improvements and the City's Wastewater
Improvements.
e. Golf Course Tract. Franklin has dedicated to the City the
Golf Course Tract or otherwise provided for the
construction of a golf course on the Franklin Tract in
accordance with the Proposal Letter.
f. Other Agreements. Each of the covenants and agreements of
Franklin set forth herein shall have been satisfied or
evidence satisfactory to City shall have been provided to
City confirming that each of the covenants and agreements
of Franklin not previously satisfied will be satisfied.
Provided however, regardless of anything contained herein to the
contrary, in the event that all of the above conditions have been met
with the sole exception of subparagraph e., Franklin may plat
3.
subdivision lots which use Water LUE's not to exceed 700 LUE's, which
is agreed to be the number of LUE's of available capacity in the
water lines to be extended along Gattis School Road and County Road
122. If Franklin wishes approval from the City for plats or other
development which require water capacity in excess of 700 LUE's,
Franklin shall have the option of constructing the City's Water
Improvements at its cost, and will be entitled to be reimbursed for
any oversize cost in accordance with the City's oversize
reimbursement policies.
4.02. Franklin's Conditions. Franklin's obligation to
construct the Franklin's Water and Wastewater Improvements as
provided in this Agreement shall be conditioned and contingent upon:
a. Regulatory Approvals. Franklin shall have received all
requisite regulatory approvals for the consummation of the
transaction herein contemplated.
b. Other Agreements. Each of the covenants and agreements of
the City set forth herein shall have been satisfied or
evidence satisfactory to Franklin shall have been provided
to Franklin confirming that each of the covenants and
agreements of the City not previously satisfied will be
satisfied.
Article V
Costs
The City will pay the following costs: the City's attorney's
fees, the cost of any surveys necessary to effectuate this
transaction. Franklin will pay Franklin's attorney's fees and the
cost of obtaining and recording the utility easements.
Article VI
Default: Remedy
In the event that either party fails to perform its obligations
hereunder (except as may be excused (i) by the other party's default
or failure or (ii) by the express terms of this Agreement), the party
claiming default will make written demand for performance on the
defaulting party (herein so called). In the event the defaulting
party fails to comply with such written demand within ten (10) days
after notice thereof, the other party will have the option to waive
such default or, due to the unique character of the subject matter of
this Agreement, seek and obtain specific performance of the terms and
provisions of this Agreement; it being expressly acknowledged and
agreed by the parties hereto that damages for breach or default of
the terms of this Agreement are inadequate and each party hereto
accordingly unconditionally waives any defense that damages or other
remedies, other than specific performance, will adequately or
appropriately compensate any other party hereto for a breach or
default hereunder.
Article VII
Miscellaneous
7.01. Time. Time is of the essence of this Agreement.
7.02. Notice. All notices, requests, demands, and other
communications under this Agreement, to be effective, shall be in
writing and sent by regular or certified mail, return receipt
requested, with the U.S. Postal Service, addressed as follows:
If to the City: City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attention: Robert L. Bennett
4.
With a copy to:
If to Franklin:
With copies to:
Mauro, Wendler, Sheets, Blume &
Gutow, P.C.
309 East Main Street
Round Rock, Texas 78664
Attention: Stephan L. Sheets, Esq.
708 Congress Avenue
Austin, Texas 78701
Attention: John German
Franklin Federal Bancorp
712 Congress Avenue
Austin, Texas 78701
Attention: Larry Paul Manley
Johnson & Swanson, P.C.
100 Congress Avenue, Suite 1400
Austin, Texas 78701
Attention: Mark A. Herndon
or at such other address, and to the attention of such other person,
as either party shall give notice as herein provided. All such
notices, requests, demands, and other communications shall be deemed
to have been given for all purposes hereof on the first calendar day
after the date of the mailing thereof if sent by certified mail,
return receipt requested, with postage prepaid, or on the third
calendar day after the date of the mailing thereof if sent by regular
mail, with postage prepaid; provided, that each party shall also have
the right to utilize courier service or personal delivery, in which
case the notice, request, demand or other communication will be
deemed given on the date of actual delivery to the specified address.
7.03. Brokerage. Each of the City and Franklin represents to
the other party that it has not engaged, and covenants that it will
not engage, any broker or finder in connection with this Agreement or
the transactions contemplated herein in a manner so as to give rise
to any valid claim for any brokerage or finders' fee or similar
compensation. Each party further represents to the other party that
it has not authorized, and will not authorize, any person to act in a
manner so as to give rise to any valid claim for any brokerage or
finders' fees or similar compensation, and, if any party or their
affiliates has caused any such fee to be payable, then such party
shall bear any such fee.
7.04. Entire Agreement and Modifications. This Agreement
embodies and constitutes the entire understanding among the parties
with respect to the transactions contemplated herein, and all prior
or contemporaneous agreements, understandings, representations, and
statements (whether oral or written) are merged into this Agreement.
Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged, or terminated except by an instrument
in writing signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or termination is sought,
and then only to the extent set forth in such instrument.
7.05. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, and all
obligations of the parties created hereunder are performable in
Williamson County, Texas.
7.06. Captions. The captions in this Agreement are inserted for
convenience of reference only and in no way define, describe or limit
the scope or intent of this Agreement or any of the provisions
hereof.
7.07. Assignment. This Agreement (including all terms,
provisions and rights) may not be assigned by the City without the
prior written consent of Franklin, although Franklin shall be
entitled to assign its interest in this Agreement to any entity
5.
acquiring all or substantially all of Franklin's interest in the
Franklin Tract, save and except the Golf Course Tract.
7.08. Exhibits. All exhibits to this Agreement are hereby fully
incorporated herein by reference for all purposes as though fully set
forth herein.
7.09. Severability. If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under present or future
laws, such provision shall be fully severable and shall not
invalidate this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provisions or by
its severance from this Agreement.
7.10. Gender of Words. Words of any gender shall include the
other gender where appropriate.
7.11. Binding Effect. This Agreement will inure to the benefit
of and bind the respective heirs, personal representatives,
successors and assigns of the parties hereto. Nothing herein shall
be construed to create any third party beneficiaries' rights or any
rights in any other persons not a party to this Agreement.
7.12. Legal Construction. The terms and provisions of this
Agreement represent the results of negotiations among the parties,
each of which has been represented by counsel of its own selection,
and none of which has acted under duress or compulsion, whether
legal, economic, or otherwise. Consequently, the terms and
provisions of this Agreement shall be interpreted and construed in
accordance with their usual and customary meanings, and the parties
hereby expressly waive and disclaim in connection with the
interpretation and construction of this Agreement, any rule of law or
procedure requiring otherwise, including, without limitation, any
rule of law to the effect that ambiguous or conflicting terms or
provisions contained in this Agreement shall be interpreted or
construed against the party whose attorney prepared this Agreement or
any earlier draft of this Agreement.
7.13. Attorney's Fees. In the event either party should
default under any of the terms or provisions of this Agreement and,
as a consequence, the other party should employ attorneys or incur
other expenses for the collection of amounts payable hereunder for
the enforcement of performance or observance of any obligation,
covenant or agreement on the part of the other party contained in
this Agreement and litigation shall ensue, then the party prevailing
in said litigation shall be entitled to recover reasonable attorney's
fees, court costs and other reasonable expenses associated with any
such litigation.
7.14. Survival. Each of the representations, warranties, terms
and provisions of this Agreement shall survive the execution of this
Agreement and the execution and delivery of the other documents
contemplated to be executed and delivered in connection herewith, and
shall continue in full force and effect.
7.15. Status of Parties' Relationship. Nothing in this
Agreement shall be construed to make any party the partner or joint
venturer of or with respect to any other party.
7.16. Counterpart Execution. This Agreement may be executed in
multiple original counterparts, each of which shall be deemed an
original but all of which together shall constitute but one and the
same instrument.
7.17. Authority. Each person executing this Agreement warrants
and represents that he has the power and authority to enter into this
Agreement in the name, title, and capacity herein stated and on
behalf of the entity represented or purported to be represented by
such person.
6.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties on the dates hereafter indicated, to be effective, however,
as set forth above.
ATTEST:
,LA't/14 _ iG.41d
ne Land, City Secretary
CITY:
CITY OF ROUND ROCK TEXAS
By: /" t h G
Mike Robinson, Mayor
Date: / 7 `cf(
FRANKLIN:
FRANKL CAPITAL CORPORATION,
a Te •-,•or: ion
By:
7 .
n German,
ice President
Date: l( , —✓ r
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Scale: I" =2000'
Lxiiibit L
PALti. vAatay
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EXHIBIT "A"
1. LAKE GRANGER
. SUPPLY •-
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Recommended Improvement,
Water
TABLE 1
OFFSITE U7I LI TY COSTS
FRANKLIN 582
ROUND ROCK, TEXAS
Cost to Cast to Total
AFC Citv Crgt
Line Extension - Cattle School Pd. $115, 200 $ 57, 600 $172, 800
H to G
18" line
Line Extension - CR 122 154, 800 51, 600 206, 400
G to E
24" line
Line Extension - CR 122 115, 200 38, 400 153, 600
E to D
24" line
Line Extension - CR 122
-DtoC
18" line 86 21 -109. 115.200
Subtotal $471,600 $176,400 $648, 000
Zoom
Lane Extension to Brushy Creek 216,000 43, 200 259, 200
Regional Treatment Plant
.Dto
18" line
Graywater Irrigation Line -0- 255.600 255.600
Subtotal $216,000 $298,800 $514,800
Total $687, 600 $475,200 $1,162,800
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SENDER'S NAME: 4c C IA k
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