CM-05-11-201Request for City Council/City Manager Actio'
City Council n City Manager
Submit completed form for ALL City Manager and City Council approvals.
Department Name:
Contact Person:
Legal
Shelley Gonzales/Rose McMillin
Project Manager/Resource:Steve Sheets
Project Coordinator:
Assigned Attorney:
Steve Sheets
Council or City Manager
Approval/Agenda Date: 18 -Nov -05
Blue Sheet Wording
0
i
Project Name:
Contractor/Vendor:
Funding Source:
Amount: so
Consider authorizing the City Manager to execute a Reciprocal Access Easement, Shared Parking Agreement, and Stormwater Conveyance Easement, Water Quality Easement, and Private
Utility Easement between Heritage Office One, LP, and 505 Palm Valley Properties, LTD
Finance Information
Is Funding Required? Yes " No
Finance Approval
Finance
Finance
ElPurchasing
Ei Budget
Initial Construction Contract
Construction Contract Amendment #
Change Order
Change in Quantity
Unforeseen Circumstances
Initial Professional Services Agreement
Supplemental Professional Svcs. Agr. #
Purchasing/Service Agreement
Purchase Order
Item(s) to be purchased:
Amount
Other (Please clearly identify action on lines below)
Date 1(
Date
Date
Date
b
For Submission to ALL City Council and City Manager Action Items
Project Mgr. Signature:
Dept. Director Signature:
City Attorney Signature*:
City Manager Signature:
Date:
Date:
Date:
Date: i[_t4-o5
* Dept. Director and Legal Approval and is required for ALL items requesting City Manager/City Council approval
Updated 6-9-05
CITY MANAGER BLUE SHEET
DATE: November 16, 2005
SUBJECT: City Manager Approval - November 18, 2005
ITEM: Consider authorizing the City Manager to execute a
Reciprocal Access Easement, Shared Parking Agreement,
and Stormwater Conveyance Easement, Water Quality
Easement, and Private Utility Easement between Heritage
Office One, LP, and 505 Palm Valley Properties, LTD.
Department: Legal
Staff Person: Steve Sheets
Justification:
Funding:
Cost: $0.00
Source of funds: N/A
Background Information:
93146
Updated 3-10-05
When Recorded Mail to:
Howard J. Weiss, Esq.
Weiss Law Office, PLC
2415 East Camelback Road, Suite 700
Phoenix, Arizona 85016
RECIPROCAL ACCESS EASEMENT, SHARED PARKING AGREEMENT, and
STORMWATER CONVEYANCE EASEMENT, WATER QUALITY EASEMENT, and
PRIVATE UTILITY EASEMENT
This Reciprocal Access Easement, Shared Parking Agreement, Stormwater Conveyance
Easement, Water Quality Easement, and Private Utility Easement ("Agreement") is made as of the
day of November, 2005, by and between HERITAGE OFFICE ONE, LP, a Texas limited
partnership ("Heritage") and 505 PALM VALLEY PROPERTTFS, LTD., a Texas corporation
("Palm Valley"), and is made in reference to the following recitals that are expressly made part of
this Agreement.
RECITALS:
A. Heritage is the owner of two (2) parcels of land located in Round Rock, Texas,
legally described as Lots 2A and 3A, Amending Plat of Lots 1, 2, and 3 of The Replat of Heritage
Center Subdivision, Lots 1 and 2, a subdivision in Williamson County, Texas, according to the map
or plat of record in Cabinet U, Slide 347, Plat Records of Williamson County, Texas (herein "Lot
2A" and "Lot 3A"), which lots are more particularly depicted on Exhibit "A" attached hereto.
B. Palm Valley is the owner of one (1) parcel of land in Round Rock, Texas, legally
described as Lot 1A, Amending Plat of Lots 1, 2, and 3 of The Replat of Heritage Center
Subdivision, Lots 1 and 2, a subdivision in Williamson County, Texas, according to the map or plat
of record in Cabinet U, Slide 347, Plat Records of Williamson County, Texas (herein "Lot 1A"),
which lot is more particularly depicted on Exhibit "A" attached hereto. Lots 1A, 2A and 3A are
hereinafter individually referred to as a "Parcel" and collectively referred to as the "Round Rock
Parcels."
C. The Round Rock Parcels are subject to other easements and restrictions of record.
D. Heritage and Palm Valley wish to grant reciprocal access easements over, under and
across those portions of the Round Rock Parcels more specifically depicted in the cross -hatched
areas on Exhibit "1" attached hereto (the "Access Easement Area") for the benefit of the owners of
Lots 1A, 2A and 3A (individually a "Parcel Owner" and collectively the "Parcel Owners").
E. Heritage and Palm Valley wish to grant certain private utility easements as set forth
in Par. 2 below over, under and across those portions of the Round Rock Parcels more specifically
cvn^oS - N-20
identified in the cross -hatched areas on Exhibit "2" attached hereto (the "Private Utility Easement')
for the benefit of the owners of Lot 2A, 3A, and 1A.
F. Heritage and Palm Valley wish to grant certain stormwater conveyance easements as
set forth in Par. 3 below over, under and across those portions of the Round Rock Parcels more
specifically identified in the cross -hatched areas on Exhibit "3" attached hereto (the "Stormwater
Conveyance Easement") for the benefit of the owners of Lot 2A, 3A, and 1A.
G. Heritage wishes to grant certain water quality easements as set forth in Par. 4 below
over, under and across those portions of the Round Rock Parcels more specifically identified in the
cross -hatched areas on Exhibit "3" attached hereto (the "Water Quality Easement") for the benefit
of the owners of Lot 2A, 3A, and 1A.
NOW, THEREFORE, for consideration of the grants, covenants, restrictions, agreements
and other promises contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged:
1. Easements for Ingress and Egress. Heritage grants and conveys to the other Parcel
Owners a perpetual, non-exclusive easement appurtenant to each Parcel for vehicular and pedestrian
ingress and egress to and from each Parcel, over, upon and across those portions of the Access
Easement Area located on Lot 2A and Lot 3A, subject to applicable zoning and building code
requirements. Palm Valley grants and conveys to the other Parcel Owners a perpetual, non-
exclusive easement appurtenant to each Parcel for vehicular and pedestrian ingress and egress to
and from each Parcel, over, upon and across those portions of the Access Easement Area located on
Lot 1A, subject to applicable zoning and building code requirements. Except to abate an
emergency, no trees, permanent buildings, structures, fences or other barriers shall be placed in the
Access Easement Area or shall be allowed to prevent, hinder or interfere in any way with the free
flow and passage of vehicular and pedestrian traffic over, to, and from the Access Easement Area,
and no change of grade elevation or excavation shall be made upon the Access Easement Area,
without the prior approval of each Parcel Owner, which approval shall not be unreasonably
withheld or delayed.
2. Private Easements for Utilities. Heritage grants and conveys to the other Parcel
Owners a perpetual, non-exclusive easement appurtenant to each Parcel for the purpose of
installing, operating, maintaining, repairing, replacing and renewing any and all existing utility lines
and related facilities, if any, including without limitation wastewater lines, over, above, along,
under, in and across those portions of the Private Utility Easement located on Lot 2A and Lot 3A,
wherever these utility lines may be located. Palm Valley grants and conveys to the other Parcel
Owners a perpetual, non-exclusive easement appurtenant to each Parcel for the purpose of
installing, operating, maintaining, repairing, replacing and renewing any and all existing utility lines
and related facilities, if any, including without limitation wastewater lines, over, above, along,
under, in and across those portions of the Private Utility Easement located on Lot 1A, wherever
these utility lines may be located. Each Parcel Owner shall be obligated to construct, maintain or
repair its own utility lines at its sole cost and expense, but shall restore such other Parcels in the
same ,condition as existed before any construction, maintenance, or repair.
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3. Easement for Stormwater Conveyance. Heritage grants and conveys to the other
Parcel Owners a perpetual, non-exclusive easement appurtenant to each Parcel for the purpose of
constructing, operating, maintaining, repairing and replacing surface stormwater drainage
improvements (the "Stormwater Conveyance Improvements") above, along, and across the
Stormwater Conveyance Easement located upon Lot 3A in order to drain water from such Parcel
Owner's Parcel to the water quality pond located in the Water Quality Easement on Lot 3A (the
"Stormwater Covnyeance Easement"). Palm Valley grants and conveys to the other Parcel Owners
a perpetual, non-exclusive easement appurtenant to each Parcel for the purpose of constructing,
operating, maintaining, repairing and replacing surface stormwater drainage improvements (the
"Stormwater Conveyance Improvements") above, along, and across portions of the Stormwater
Conveyance Easement located upon Lot 1A in order to drain water from such Parcel Owner's
Parcel to the water quality pond located in the Water Quality Easement on Lot 3A (the "Stormwater
Conveyance Easement"). Any construction of the Stormwater Conveyance Improvements shall be
performed by qualified contractors and the Parcel Owner constructing such improvements shall, at
the completion of construction of the Stormwater Conveyance Improvements, (a) cause its
contractors to remove all waste materials and rubbish, as well as all tools, construction equipment,
machinery and surplus materials, from another Parcel Owner's Parcel and (b) restore such other
Parcels in the same condition as existed before the construction of the Stormwater Conveyance
Improvements. In no event shall any party use the Stormwater Conveyance Easement in any
manner that interferes with the rights granted herein.
4. Easement for Water Quality. Heritage grants and conveys to the other Parcel
Owners a perpetual, non-exclusive easement appurtenant to each Parcel for the purpose of
constructing, operating, maintaining, repairing and replacing water quality improvements (the
"Water Quality Improvements) above, along, under, in and across the Water Quality Easement
located upon Lot 3A. Any construction of the Water Quality Improvements shall be performed by
qualified contractors and the Parcel Owner constructing such improvements shall, at the completion
of construction of the Water Quality Improvements, (a) cause its contractors to remove all waste
materials and rubbish, as well as all tools, construction equipment, machinery and surplus materials,
from another Parcel Owner's Parcel and (b) restore such other Parcels in the same condition as
existed before the construction of the Water Quality Improvements. In no event shall any party use
the Water Quality Easement in any manner that interferes with the rights granted herein. The
parties' intent is for the owners of Lot 1A and Lot 2A to be able to drain into the existing water
quality pond on Lot 3A. It is further the intent of the parties that the water quality pond shall be
expanded within the Water Quality Easement on Lot 3A to meet the increased capacity required for
Lot 2A, and such increased shall be constructed at the expense of the owner of Lot 2A. The parties
acknowledge and agree that the existing capacity of the water quality pond is reserved for the
benefit of the Parcel Owners of Lot 1A and Lot 3A.
5. Maintenance.
A. Each Parcel Owner shall pay the expense of maintaining and repairing the Access
Easement Area situated on its respective Parcel(s), including the payment of all real estate taxes and
assessments on its respective Parcel, subject only to the right to defer payment in a manner provided
by law and/or in connection with a bona fide contest of such taxes or assessments, so long as the
rights of the other Parcel Owners shall not be jeopardized by the deferring of payment.
B. Each Parcel Owner shall maintain in good condition and repair, or cause to be
maintained and kept in repair, the portion of the Water Quality Improvements and Water Quality
Easement situated on a Parcel that they own. However, each Parcel Owner shall be obligated to pay
its proportionate share of the total maintenance expenses for the Water Quality Improvements and
Water Quality Easement based on a fraction, the numerator of which shall be the number of gross
square feet of improvements located on such Parcel Owner's Parcel(s), and the denominator of
which shall be the number of gross square feet constructed on all the Round Rock Parcels that drain
into the Water Quality Easement.
C. Each Parcel Owner shall be obligated to pay the expense of maintaining and repairing
the Stormwater Conveyance Improvements and Stormwater Conveyance Easement that benefit that
particular Parcel, but only to the extent that such maintenance and repair is in excess of the normal
maintenance that would be required for the Access Easement Area performed by the owner of the
Parcel as set forth in Par. 5A above.
The obligation to maintain, repair and keep in repair the Easement Area shall, without limiting the
generality thereof, include the following:
a. Maintaining the surfaces at such grades and levels that they may be used and
enjoyed as contiguous and homogeneous common areas and maintaining the surfaces in a level,
smooth and evenly -covered condition with the type of surfacing material originally installed or of
similar quality, use and durability;
b. Removing all papers, debris, filth and refuse and thoroughly sweeping the
areas to the extent reasonably necessary to keep these areas in a neat, clean and orderly condition;
and
c. Maintaining all landscaped areas, making such replacements of shrubs and
other landscaping as is necessary, and keeping these areas at all times adequately weeded, fertilized
and watered.
6. Shared Parking. Each Parcel Owner grants to the other Parcel Owners a
nonexclusive license to use such Parcel Owner's parking spaces on the Round Rock Parcels for
overflow parking; provided, however, that such overflow parking does not negatively impact or
restrict the daily operations of the Parcel Owner upon whose Parcel such parking is located.
Notwithstanding the foregoing provisions of this Paragraph 6, each Parcel Owner shall have the
right to adopt reasonable rules concerning the conduct and operation of the parking areas and
spaces, driveways and other common areas situated on its respective Parcel(s). Furthermore, no
Parcel Owner may use the shared parking license established herein to meet the required number of
parking spaces as may be required by the City of Round Rock.
7. Compliance with Laws and Regulations - Indemnification. Each Parcel Owner shall
comply with all laws, rules, regulations and requirements of all public authorities regarding its
Parcel(s), and shall indemnify, defend and hold harmless the other Parcel Owners against all claims,
demands, loss, damage, liabilities and expenses and all suits, actions and judgments (including, but
not limited to, costs and attorney's fees) arising out of, or in any way related to the following: (a) its
ownership of a Parcel or failure to maintain its respective property in a safe condition; (b) its willful
or negligent acts or omissions related to it Parcel(s) or the Easement Area; and (c) such Parcel
4
Owner's construction of Stormwater Conveyance Improvements, if any, over, above, along, under,
in and across portions of another Parcel. Each Parcel Owner shall give prompt and timely notice to
the other Parcel Owners of any claim made or suit or action commenced against a Parcel Owner that
in any way would result in indemnification under this Agreement.
8. Covenants Running with Land. The rights contained within this Agreement shall
run with the land and inure to and be for the benefit of each Parcel Owner, their successors and
assigns, and the tenants, agents, employees, sub -tenants, licensees, concessionaires, mortgagees in
possession, customers and business invitees of such persons. The rights conferred hereby shall be
enforceable by injunction in the appropriate court in the event of their breach.
9. Default. If there is a failure of any Parcel Owner to perform, fulfill or observe any
obligation contained within this Agreement, to be performed, fulfilled or observed by it, continuing
for thirty (30) days, or in situations involving potential danger to the health or safety of persons in,
on or about the Round Rock Parcels, or substantial deterioration of the Round Rock Parcels, or any
portion or any part thereof, in each case after written notice, the other Parcel Owner may, at its
election, cure such failure or breach on behalf of the defaulting party. In the event of an emergency
situation, before a Parcel Owner may take remedial action, such Parcel Owner must use its best
efforts to provide notice and a reasonable opportunity to cure to the other Parcel Owner(s). Any
reasonable amount which the Parcel Owner so electing shall expend for such purpose, or which
shall otherwise be due by any Parcel Owner to another, shall be paid to the Parcel Owner to whom
due on demand, without contest, upon delivery of its invoice, together with interest at the rate of ten
percent (10%) per annum, from the date of the expenditure or the date when it shall have become
due to the date of payment in full.
10. Termination of Liability. Whenever a transfer of ownership of any Parcel takes
place, the transferor will not be liable for a breach of this Agreement occurring after such transfer.
This limitation shall not apply to a transfer to a subsidiary or related party for less than adequate
consideration.
11. Construction. The rule of strict construction does not apply to this Agreement. This
Agreement shall be given a reasonable construction so that the intention to convey a commercially
usable right of enjoyment to each Parcel Owner is carried out.
12. Changes to Document. Any amendment, alteration or change to this Agreement
shall not be valid unless agreed to in writing by all Parcel Owners, together with the written consent
from any mortgagee, if required, which consent shall not be unreasonably withheld or delayed.
13. Corporate Authority. The persons executing this Agreement on behalf of the parties
have the authority to enter into this Agreement, and their actions have been ratified by written
resolution.
14. Successors and Assigns. Each and all of the covenants, terms, agreements and
obligations pursuant to this Agreement shall be binding upon and inure to the benefit of the
successors and assigns of each Parcel Owner.
15. Governing Law. This Agreement shall be interpreted and construed according to the
laws of the State of Texas. Paragraph headings shall have no substantive meaning.
5
16. City of Round Rock Consent. The City of Round Rock is the beneficiary of a
certain exclusive Water Line Easement recorded in Doc. #200212243, Official Records of
Williamson County, Texas. Such Water Line Easement requires the consent of the City of Round
Rock to any easements granted within the same area of the Water Line Easement. The City of
Round Rock, by signature below, has consented to the grant of this Agreement. However, the
parties hereto acknowledge that such consent is made expressly subject to the right of the City to
approve in advance any construction that takes place within the boundaries of said Water Line
Easement. Such approval may be denied if the City reasonably determines that such construction
will interfere with and/or prevent the use by the City of the easement. Prior to granting its consent
for such construction, the City may require reasonable safeguards to protect the integrity of the
waterline.
REST OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURES ON NEXT TWO PAGES
The undersigned parties, intending to be bound hereby, execute this Reciprocal Access
Easement and Shared Parking Agreement as of the date first written above.
HERITAGE OFFICE ONE, LP,
a Texas limited partnership
By: River Mile 67, Inc.
a Texas corporation, its General Partner
By:
W. Mike Bishop, President
STATE OF ARIZONA
) ss.
County of Maricopa
On this, the day of , 2005, before me, the undersigned Notary
Public, personally appeared W. Mike Bishop, the President of River Mile 67, Inc., the General
Partner of Heritage Office One, LP, and acknowledged that he executed the within and foregoing
instrument.
My Commission Expires: Notary Public
PALM VALLEY PROPERTIES, LTD.,
a Texas cefreration
By:
Printed Name: f;/,
Its:
STATE OF TEXAS
) ss.
County of Williamson
On this, the 1( day of Dv" , 2005, before me, the undersigned No
Public, personally appeared /�
Palm Valley Prop
instrument.
ff the pre,/ --_5°-,:5 -7-,-,X#7,477-.;e: ,e; of
d acknowledged that he/she executed the within and foregoing
JUDY K. CHANSLEY
Notary Public, State of Texas
My Commission Expires
November 15, 2007
My Commission xpires: ` Not. Public
CONSENT OF LENDER:
The undersigned is the lienholder of certain tracts subject to this Agreement. By signature below,
said lender consents to the execution and filing of this Agreement.
FIRST STATE BANK CENTRAL TEXAS
STATE OF TEXAS )
) ss.
County of Williamson
On this, the /6 ay iODV
, 2005, befc�,re me, the undersigned Notary
Public, personally appeared f
6
State Bank Central Texas, and acknowledged
aftliffiler
JUDY K. CHANSLEY
Notary Public, State of Texas
My Commission Expires
November 15, 2007
, the . Ma,UNt . of First
that he/she executed ssn and foregoing
Public
CONSENT OF CITY OF ROUND ROCK:
The undersigned City of Round Rock is beneficiary of a certain exclusive Water Line Easement
recorded in Doc. #200212243, Official Records of Williamson County, Texas. By signature below,
said City of Round Rock consents to the execution and filing of this Agreement. However, such
consent is made expressly subject to the right of the City to approve in advance any construction
that takes place within the boundaries of said Water Line Easement. Such approval may be denied
if the City reasonably determines that such construction will interfere with and/or prevent the use by
the City of the easement. Prior to granting its consent for such construction, the City may require
reasonable safeguards to protect the integrity of the waterline.
CITY OF ROUND ROCK
By:
Name: ( C s'i 111 0...nazter
Title: J a.m
•
STATE OF TEXAS )
) ss.
County of Williamson )
V a1'1 bPX , 2005, before me, the undersigned Notary
f2 N v v , the Ci4-‘.1 mom& e.r of the
that he/she executed the within and foregoing instrument.
On this, the IS day of ND
Public, personally appeared J a trn e S
City of Round Rock, and acknowledged
My
1.Y..,t!�in
SHERRI MONROE
Notary Public, State of Texas
My Commission Expires
MAY 7, 2007
Notary Public
C:\Client No\1000\1023 - Bishop \008 - Round Rock - Lot 2A\Reciprocal Easement.WLO.doc
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EXHIBIT "A"
Depiction of Round Rock Parcels
(see attached)
11
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EXHIBIT "1"
Access Easement
(see attached)
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EXHIBIT "2"
Private Utility Easement
(see attached)
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EXHIBIT "3"
Stormwater Conveyance Easement and Water Quality Easement
(see attached)
14
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