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CM-06-07-157Latius R. Prikryl Telephone: (512) 476-9990 Facsimile: (512) 476-9991 E-mail: latius@lrplaw.com LAW OFFICES OF LATIUS R. PRIKRYL 2301 South Capital of Texas Highway Building H, Suite 102 Austin, Texas 78746 July 11, 2006 AutoZone Texas, L.P. c/o AZ Texas Operations, L.L.C. AutoZone Stores, Inc. 123 S. Front Street Third Floor, Dept. 8320 Memphis, Tennessee 38103 City of Round Rock Mr. Jm Stendebach, Director of Planning 301 W. Bagdad, Suite 210 Round Rock, Texas 78664 City of Round Rock Mr. Tom Clark, Director of Utilities 212 Commerce Cove Round Rock, Texas 78664 Windermere Utility Co., Inc. Mr. Bill Jasura 2700 West Pecan Street West, Suite 430 Pflugerville, Texas 78660 MAILING ADDRESS: P.O. Box 2143 Austin, Texas 78768-2143 Re: (1) ("AutoZone Property") Being a 0.842 acre tract of land situated in the City of Round Rock, Williamson County, Texas and being part of that certain 138.543 acre tract of land conveyed to Villages at Warner Ranch PUD, LP, a Delaware Limited Partnership, according to deed thereof recorded in Document No. 199965664 of the Deed of Records of Williamson County, Texas more fully described in ("Exhibit A") attached hereto and made a part hereof. (2) Change of Wastewater Sewer provider for AutoZone Property in the City of Round Rock, Williamson County, Texas and Agreement re CCN and wastewater service. (3) Wastewater Certificate of Convenience and Necessity ("CCN") issued by the Texas Commission of Environmental Quality ("TCEQ") to Windermere Utility Company, Inc. ("Windermere"). Gentlemen: This letter memorializes our understanding and Agreement with regard to sewer or wastewater service for 0.842 acre tract described as the AutoZone Property in the City of Round /'I Letter Agreement July 11, 2006 Page 2 Rock, Williamson County, Texas, that is owned by AutoZone Texas, LP, and is described in Exhibit A. The AutoZone Property is in the CCN area of Windermere for wastewater or sewer service. AutoZone Texas, LP, has requested sewer service for the AutoZone Property consisting of one connection for a total of approximately 4 to 5 LUEs. After evaluating the availability of sewer service for the AutoZone Property, AutoZone Texas, LP has requested sewer service be provided by the City of Round Rock which has available capacity at a more convenient and accessible location. Windermere has agreed to release the AutoZone Property from its CCN for wastewater and sewer service and allow the AutoZone Property to be serviced by the City of Round Rock which is also providing potable water to the AutoZone Property. AutoZone Texas, LP, has agreed to pay Windermere the sum of $1,179.14 as a single, one-time payment for the release of the AutoZone Property from the Windermere CCN and Windermere has agreed to the payment for the release of the AutoZone Property. The City of Round Rock has agreed to provide the sewer and wastewater service for the Property at no charge or cost to AutoZone Texas, LP, other than the customary platting, impact and connection fees applicable to all other land in the City of Round Rock receiving sewer or wastewater service from the City of Round Rock under its CCN. The parties to this Letter Agreement hereby agree to cooperate with each other to process the change of the sewer or wastewater service provide for the AutoZone Property to the City of Round Rock including making all applications to and obtaining the approvals of the appropriate utility commission and other governmental entities. AutoZone Texas, LP, will make the $1,179.14 payment to Windermere at the time of Windermere's receipt of a fully executed copy of this Letter Agreement and upon said payment, the City of Round Rock will proceed with platting of the AutoZone Property based upon sewer service being provided by the City of Round Rock. The parties further agree that Windermere may defer the process of preparing and filing an application for a CCN amendment to delete or decertify the AutoZone Property from Windermere's service area until such time as Windermere is preparing and filing CCN amendments for other reasons, or such earlier time as the State of Texas requires the decertification as a condition of Round Rock providing the sewer service. AutoZone Texas, LP further reports and warrants to all the parties hereto that it is the sole owner of the AutoZone Property, that it is authorized to enter into this Letter Agreement and the parties executing this Letter Agreement on behalf of AutoZone Texas, LP have full and complete authority to execute this Letter Agreement for the purposes set forth herein. Thank you for your cooperation and assistance in resolving the matter. If this Letter Agreement accurately sets out our agreement, please sign three counterparts of this letter and return them to me. It is agreed that this Letter Agreement may be signed in counterparts and that facsimile of signature will be concluded originals for purposes of this Letter Agreement. Sincerely, Latius R. Prikryl Letter Agreement July 11, 2006 Page 3 AGREED TO: CITY OF ROUND ROCK By: By: Q, tJ•Ltc , its Tit 1'1 , its WINDERMERE UTILITY COMPANY, INC. By: ill asur ai s ice President AUTOZONE TEXAS, LP A Delaware Limited Partnership By: AZ TEXAS OPERATIONS, LLC, A Nevada Limited Liability Company, its General Partner By: AutoZone Stores, Inc., a Nevada corporation, its Sole Member By: Its: By: Its: Executive Vice President FINAL DOCUMENT: Approved by AutoZone Legal & Business Personnel EXHIBIT A Being a 0.842 acre tract of land situated in the City of Round Rock, Williamson County, Texas and being part of that certain 138.543 acre tract of land conveyed to Villages at Warner Ranch PUD, LP, a Delaware Limited Partnership, according to deed thereof recorded in Document No. 199965664 of the Deed Records of Williamson County, Texas and being more particularly described as follows: BEGINNING at a 5/8 -inch iron rod set on the southwesterly right-of-way line of A.W. Grimes Boulevard (County Road 170) (a variable width right-of-way), from which the southeast corner of Lot 1, Block A of Warner Ranch Phase 1B Subdivision, on addition to the City of Round Rock, according to plat thereof recorded in Cabinet X, Side 241 of the Plat Records of Williamson County, Texas bears North 41 degrees 37 minutes 42 seconds West, at a distance of 301.09 feet; THENCE, South 51 degrees 57 minutes 32 seconds East, along the said southwesterly right-of-way line of A.W. Grimes Boulevard, a distance of 54.38 feet to a 5/8 -inch iron rod set; THENCE, South 51 degrees 49 minutes 18 seconds East, continuing along said southwesterly right-of-way line, a distance of 130.62 feet to a 5/8 -inch iron rod set, from which a 5/8 -inch iron rod found bears South 51 degrees 49 minutes 18 seconds East, at a distance of 130.93 feet; THENCE, South 38 degrees 05 minutes 04 seconds West, departing the said southwesterly right-of-way line, a distance of 198.00 feet to a 5/8 -inch iron rod set; THENCE, North 51 degrees, 51 minutes 43 seconds West, a distance of 185.00 feet to a 5/8 -inch iron rod set; THENCE, North 38 degrees 05 minutes 04 seconds East, a distance of 198.00 feet to the POINT OF BEGINNING; Said property contains a computed area of 36,638 square feet or 0.841 acres of land. The property hereon described is part of the property described in First American Title Insurance Company, Title Commitment No. NCS-183667-HOU1, effective date August 17, 2005. DATE: July 11, 2006 SUBJECT: City Manager Approval at the July 21 staff meeting ITEM: Consider an agreement with Windermere Utility Company to change the Wastewater Service Provider for 0.842 acres of land located on the west side of CR 170, south of SH 45 from Windermere Utility Company to City of Round Rock. Department: Planning Department Staff Person: Bernadette Hayes / Jim Stendebach Justification: The property owner is requesting to be released from the Windermere Utility Company CCN service area and consequently be served by the City of Round Rock. This tract of land can not easily or cost effectively be served by the Windermere Utility Company even though it is in their CCN serviceability area. The City has the utility infrastructure to serve this tract and is willing to accommodate the property owner. Funding: Cost: None Source of Funds: N/A Background Information: This agreement between the property owner, Windermere Utility Company and the City has been negotiated and approved by the City Utility Department. Updated 3-10-05