Contract - Vista Oaks MUD and Palmer Investments - 7/23/2015COPY
AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[GARDENS AT MAYFIELD RANCH]
THIS AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[GARDENS AT MAYFIELD RANCH] (this "Agreement') is entered into effective as of the
Effective Date (defined below),. by and among VISTA OAKS MUNICIPAL UTILITY
DISTRICT, a political subdivision of the State of Texas operating under Chapters 49 and 54 of
the Texas Water Code and formerly known as Williamson County Municipal Utility District
No. 9 (the "District"), PALMER INVESTMENTS, LP, a Texas limited partnership (the
"Developer"), and the CITY OF ROUND ROCK, TEXAS, a home rule municipality located in
Williamson County, Texas (the "W'). The City, the Developer, and the District are sometimes
referred to individually in this Agreement as a "Par ' and collectively as the "Parties".
RECITALS:
A. The District purchases and receives wholesale water and wastewater service from
the City under the terms and provisions of the Vista Oaks Municipal Utility District Amended
and Restated Wholesale Water and Wastewater Agreement dated effective August 29, 2011 (the
"Wholesale Agreement").
B. The Developer is planning to develop the ±38 acres of property adjacent to the
District more particularly described on EXHIBIT "A' (the "Gardens Tract") into detached
single-family residential and commercial uses. As of the Effective Date, the Gardens Tract is
located in the City's extraterritorial jurisdiction; however, the Developer has requested that the
Gardens Tract be annexed by the City for full purposes so that, among things, the City can
provide retail domestic wastewater service to the Gardens Tract. The City has represented to
Developer that 135 LUEs of wastewater capacity in the City's wastewater system are available for
use by Developer in the development of the Gardens Tract. However, because the City does not
have existing wastewater lines in the area to which the Gardens Tract could readily connect, the
Developer has requested to use the District's wastewater system on a pass-through basis in
order to obtain retail wastewater service from the City to the Gardens Tract.
C. The Parties desire to enter into this Agreement to set forth the terms and
conditions on which the City and the Developer may utilize the District's wastewater system to
provide wastewater service to the Gardens Tract on a pass-through basis after the Gardens Tract
has been annexed by the City.
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations, and benefits of
this Agreement, the District, the City, and the Developer contract and agree as follows:
Section i. Recitals. The above and foregoing recitals are incorporated herein by
reference.
Section 2. Pass -Through Wastewater Service.
A. Authorization of Pass -Through Service. Subject to the terms and
conditions of this Agreement, for a period of ten years from the date that the Annexation
and PUD Zoning Condition (defined below) is finally satisfied, the City may connect the
segment of wastewater line owned by the City depicted on EXHIBIT "B" (the "0
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Wastewater Line Segment") to the Developer's wastewater collection system serving the
Gardens Tract at the point of connection identified on EXHIBIT "B" (the "Gardens
Tract Wastewater Point of Connection") and to the District's wastewater collection
system at the point of connection identified on EXHIBIT "B" (the "District
Wastewater Point of Connection") to allow the City to provide up to 135 living unit
equivalents ("LUEs") of retail domestic wastewater service to the Gardens Tract using
the District's wastewater system on a pass-through basis. The Gardens Tract Wastewater
Point of Connection and the District Wastewater Point of Connection are referred to in
this Agreement individually as a "Wastewater Point of Connection" and collectively as
the "Wastewater Points of Connection". The District has reviewed its current capacity
and has determined that it has the wastewater capacity to allow 135 LUES of wastewater
to pass from the Garden Tract through its wastewater lines to the City's wastewater
system in accordance with this Agreement.
B. Limitations and other Conditions of Service.
1. Notwithstanding anything else in this Agreement to the contrary,
in no event will the City or the Developer, without the prior written consent of the
District, deliver through the City Wastewater Line Segment or the District's
wastewater collection system more than 135 LUEs of wastewater from the
Gardens Tract measured at each Wastewater Point of Connection, not to exceed,
under any circumstances, an aggregate peak wet weather wastewater flow of 126
gpm.
2. The District has and will continue to have a guaranteed
reservation and commitment of 1,40o LUES of wastewater capacity from the City
under the Wholesale Agreement. None of the LUEs of capacity guaranteed and
reserved to the District under the Wholesale Contract will be utilized to serve the
Gardens Tract under this Agreement. Instead, the City is committing 135 LUES
of wastewater capacity directly to the Gardens Tract and will simply be using the
District's wastewater system to provide retail wastewater service to the Gardens
Tract on a pass-through basis.
3. For the purpose of keeping the District informed of the level of
development and related wastewater usage that is proposed for the Gardens Tract
and so that the District may confirm that wastewater generated from such
improvements will not exceed the maximum limits set forth in this Agreement,
the Developer must submit to the District (a) copies of all site plan applications
(and amendments to site plan applications that increase wastewater usage) for all
or any portion of the Gardens Tract simultaneous with submittal to the City; and
(b) copies of all plans and specifications for any material infrastructure
modifications to the Gardens Tract, including the Gardens Tract Wastewater
Facilities (defined below), that may create or impact wastewater generation prior
to construction of the improvements contemplated by such site plans or plans
and specifications; and (c) a quarterly connection report with the details of the
wastewater connections made within the Gardens Tract during the previous
quarter. Each submission under clauses (a) and (b) above must include an
engineer's calculation of LUES of wastewater service proposed and the peak wet
weather wastewater flows that will be generated by the improvements, and such
calculation will be subject to confirmation and approval by the District. Further,
within ten days after approval by the City, the Developer will provide the District
with a copy of all approved site plans and amendments thereto. The Developer is
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solely responsible for the cost of any infrastructure improvements to the
Developer's or the City's wastewater systems that are necessary to enable the City
to provide retail wastewater service to the Gardens Tract, including the
wastewater line from the Gardens Tract to the Gardens Tract Wastewater Point of
Connection (the "Gardens Tract Wastewater Facilities"). It is the intent of the
Developer and the City that the Gardens Tract Wastewater Facilities will be
dedicated to the City and that the City will accept those facilities for operation
and maintenance. The dedication of that infrastructure and acceptance for
maintenance will be by regular City process.
4. THE DISTRICT WILL HAVE NO LIABILITY OF ANY
KIND OR NATURE WITH RESPECT TO THE GARDENS TRACT
WASTEWATER FACILITIES, AND THE DEVELOPER WILL.
INDEMNIFY, DEFEND, AND HOLD THE DISTRICT HARMLESS
FROM AND AGAINST ANY AND ALL COSTS, DAMAGES,
LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES AND
COSTS OF LITIGATION), SUITS, ACTIONS, LEGAL, OR
ADMINISTRATIVE PROCEEDINGS, DEMANDS,. FINES, PUNITIVE
DAMAGES, LOSSES, COSTS, OR CLAIMS OF ANY KIND OR NATURE
(COLLECTIVELY, "COSTS") THAT ARISE BECAUSE OF OR IN
CONNECTION WITH THE USE, OPERATION, OR MAINTENANCE OF
THOSE FACILITIES. SUCH OBLIGATION APPLIES WHETHER
ACTUAL OR ALLEGED NEGLIGENT ACTS OR OMISSIONS OF THE
DISTRICT CAUSED THE LOSS IN WHOLE OR IN PART; PROVIDED
HOWEVER, IN THE EVENT OF ANY JOINT OR CONCURRENT
LIABILITY BETWEEN THE DISTRICT AND THE DEVELOPER, THE
DEVELOPER'S OBLIGATIONS HEREIN WILL BE REDUCED BY THE
PERCENTAGE OF NEGLIGENCE OR FAULT APPORTIONED TO THE
DISTRICT.
5. The Developer and the City will be responsible for ensuring that all
discharges of industrial waste from the Gardens Tract comply with federal, state,
and municipal requirements regarding pretreatment and monitoring of industrial
waste and other prohibited waste. Any compliance or enforcement efforts or
pretreatment requirements will be established and monitored by the City in
accordance with the City's ordinances; however, the District will be entitled to
inspect the facilities constructed to serve the Gardens Tract and the connections
at the Wastewater Points of Connection and to test the wastewater received at the
Wastewater Points of Connection. If any test reflects that any wastewater other
than domestic wastewater is being received at the Wastewater Points of
Connection, pretreatment of such wastewater will be required, in accordance
with the City's ordinances, at the expense of the discharging party. The City will
not impose any fee, charge, or fine upon the District for any violation of any
ordinance, rule, regulation, or agreement caused by wastewater received at the
Wastewater Points of Connection, nor will the City impose upon the District any
surcharge that is caused by wastewater received at the Wastewater Points of
Connection.
6. Except as expressly authorized by this Agreement for pass-through
wastewater service to the Gardens Tract, neither the Developer nor the City may
connect, or allow any other person or entity to connect, directly or indirectly, any
facilities, persons, or property to the District's water or wastewater utility systems
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without the prior written consent of the District. If the Developer or the City does
so, the District may immediately terminate this Agreement and/or require the
Developer or the City, as applicable, to immediately terminate service to the
facilities, persons, or property that have been connected in violation of this
Agreement. The District reserves the right to deny for any reason any request by
the Developer or the City to increase the level of service under this Agreement or
to serve any facilities, persons, or property outside of the Gardens Tract. To be
clear, this Agreement authorizes only wastewater service to the Gardens Tract
using the District's wastewater system on a pass-through basis. The City will
provide retail water service to the Gardens Tract directly from City -owned water
facilities, and neither the Developer nor the City may utilize any District facilities
to provide water service to the Gardens Tract.
C. Wastewater Lift Station Operation and Maintenance Payment. On or
before October 31st of each year during the term of this Agreement, the City will pay the
District an annual fee of $6,075, representing $3.75 per LUE per month for the operation
and maintenance of the District's lift station used to provide pass-through wastewater
service to the Gardens Tract under this Agreement. This payment will be in addition to
any other payments required by this Agreement. Interest charges for any overdue
payment shall be paid by City in accordance with Texas Government Code Section
2251.025. The $3.75 per LUE charge may be adjusted by the District annually to reflect
the actual reasonable and necessary costs of operating and maintaining the lift station;
provided, however, the District shall provide written notice to the City of any adjustment
at least thirty days prior to the effective date of such adjustment.
D. Capacity Charge. The Developer must pay to the District a
non-refundable capacity charge of $1,569.35 per LUE for the 135 LUEs of pass-through
wastewater service capacity made available under this Agreement to the Gardens Tract
(the "Capacity Charms"). The Capacity Charge for 67 of the 135 total LUEs (i.e.,
$105,146.45) must be paid on or before ten days after the Annexation and PUD Zoning
Condition (defined below) is satisfied (the "Initial Capacity Paumene,). The Capacity
Charge for each of the remaining 68 LUEs must be paid by the earlier of (i) ten days after
the City approves a site plan application that includes such LUE(s); or (ii) three years
after the Effective Date (the "Capacity Charge Payment Deadline"). The Capacity
Charge for all or any of the 135 LUEs may be prepaid at any time; however, if the District
has not received full payment of the Capacity Charge for all 135 LUEs by the Capacity
Charge Payment Deadline, then the capacity of the pass-through wastewater service
made available to the Gardens Tract under this Agreement will be limited to the number
of LUEs for which payment has been received as of the Capacity Charge Payment
Deadline.
E. Annexation; PUD Zoning. The District's obligations under this
Agreement are contingent upon the full purpose annexation of the Gardens Tract by the
City and final approval by the City of planned unit development ("PUD") zoning for the
Gardens Tract reasonably acceptable to the District (the "Annexation and PUD Zoning
Condition'). The City will notify the District within five days after the Annexation and
PUD Zoning Condition has been finally satisfied. If the Annexation and PUD Zoning
Condition has not been finally satisfied on or before six months after the Effective Date,
the District may terminate this Agreement. The Developer and the City agree that, once
the Annexation and PUD Zoning Condition is satisfied, (i) the PUD zoning for the
residential portion of the Gardens Tract may not be changed or modified in a manner
that would allow the Developer to place more than 12o detached single-family residential
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structures on the Gardens Tract without the prior consent of District; and (ii) the PUD
zoning for the commercial portions of the Gardens Tract may not be changed or modified
in any material manner without the prior consent of the District.
F. Development in Accordance with Concept Plan. The Developer agrees
that the Gardens Tract will be developed as detached single-family residential and
commercial uses in accordance with the land plan attached as EXHIBIT "C" (the "Land
Plan"). Any material deviations from or changes to the Land Plan will be subject to the
District's prior written approval.
G. Restrictive Covenant. On or before the Effective Date, the Developer must
deliver an original of the Restrictive Covenant attached as EXHIBIT "D" to the District
for recording, executed and acknowledged by the current legal owner(s) of the Gardens
Tract, and joined in by any holders of liens against such property.
H. Fence Behind 1.2 Acre Commercial Parcel. The Developer is required to
construct a masonry fence behind the 1.2 acre commercial parcel within the Property, as
depicted on the fencing legend attached as EXHIBIT "E", at or before the time that the
1.2 acre commercial parcel is developed. The exact type of fencing will be subject to the
District's reasonable approval in order to ensure that such fencing is consistent and
harmonious with other subdivision fencing within the District.
I. Payment for Retail Service. The City will bill wastewater customers
within the Gardens Tract directly for retail wastewater services furnished to such
customers.
Section 3. Default. In the event of default by a Party, each nondefaulting Party may
give to the defaulting Party written notice of such default specifying the failure or default in
question. If the defaulting Party fails to fully cure the default specified in such notice within
thirty days after receipt of such notice, each nondefaulting Party will have the right to terminate
this Agreement as of the date of the event of the default and/or pursue all other legal or
equitable remedies. Each nondefaulting Party may employ attorneys to pursue its legal rights
and, if it prevails before any court or agency of competent jurisdiction, the defaulting Party will
be obligated to pay all expenses incurred by the nondefaulting Party, including reasonable
attorneys' fees. In addition to all other remedies available to the District, if, for any reason, the
Developer or the City violates any provision of this Agreement, the District will, after the notice
and opportunity to cure period described above, have the right to disconnect the Gardens Tract
from the District's systems and to terminate this Agreement if, in which event, the Developer
will be solely responsible for all actual costs and standard District fees related to disconnection
from the District's systems.
Section 4. Severability. The provisions of this Agreement are severable, and if any
provision or part of this Agreement or the application thereof to any person or circumstance is
ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any
reason, the remainder of this Agreement and the application of such provision or part of this
Agreement to other persons or circumstances will not be affected thereby.
Section 5. Modification. This Agreement will be subject to change or modification
only with the mutual written consent of all Parties.
Section 6. Assignability. This Agreement may not be assigned by the Developer or
the City, in whole or in part, without the prior written consent of the District. Notwithstanding
the foregoing, (a) the Developer may partially assign its right, title, and interest in and to this
fW0646173.81 5
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Agreement with respect to the residential portion of the Gardens Tract depicted on the Land
Plan (the "Residential Area") to RMD Holdings, LP, a Texas limited partnership ("RAD'); and
(b) RMD may then assign such interest in this Agreement to The Gardens at Mayfield, LLC, a
limited liability company organized under the laws of the State of Mississippi that is registered
to do business in the State of Texas, provided that, in each case, the applicable assignee accepts
such assignment, assumes and agrees to perform all of the Developer's obligations hereunder as
to the Residential Area, and promptly provides written notice of the assignment to the District
and the City, which notice must include a copy of the assignment and assumption instrument
and contact information for the assignee for purposes of notice under this Agreement. Further,
it is contemplated that The Gardens at Mayfield, LLC may subsequently assign its rights under
this Agreement to a property or homeowner's association established under a properly recorded
condominium declaration that encompasses the Residential Area; however, .any such
assignment will be subject to the District's reasonable approval. This Agreement may be
recorded in the Official Public Records of Williamson County, Texas, runs with the land
comprising the Gardens Tract, and is binding upon and inures to the benefit of the Developer,
the District, the City, and their respective successors and permitted assigns.
Section 7. Applicable Law. This Agreement will be governed by, and construed in
accordance with the laws of the State of Texas. All of the obligations contained in this
Agreement are performable in Williamson County, Texas.
Section 8. Parties at Interest. This Agreement will be for the sole and exclusive
benefit of the Parties hereto and will never be construed to confer any benefit to any third party.
Section 9. Waiver. Each Party may specifically, but only in writing, waive any
breach of this Agreement by another Party, but no such waiver will be deemed to constitute a
waiver of similar or other breaches by such other Party.
Section:Lo. Notices. All notices to the District must be in writing and mailed by
Certified Mail, Return Receipt Requested, addressed to:
Vista Oaks Municipal Utility District
c/o Armbrust & Brown, PLLC
Attn: John W. Bartram
loo Congress Avenue, Suite 1300
Austin, Texas 78701
with a copy to:
Vista Oaks Municipal Utility District
c/o Crossroads Utility Services LLC
Attn: Andrew Hunt
26oi Forest Creek Drive
Round Rock, TX 78665
All notices to the Developer must be in writing and mailed by Certified Mail, Return Receipt
Requested, addressed to:
Palmer Investments, LP
Attn: Michael Palmer
110 E Main Street
Round Rock, Texas 78664
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with a copy to:
D. Scott Hesslemeyer, P.C.
211 Round Rock Blvd.
Round Rock, Texas 78664
All notices to the City must be in writing and mailed by Certified Mail, Return Receipt
Requested, addressed to:
City of Round Rock
c/o City Manager
221 East Main Street
Round Rock, Texas 78664
with a copy to:
City of Round Rock
c/o: Sheets & Crossfield, P.C.
Attn: Charlie Crossfield
3og East Main Street
Round Rock, TX 78664
Any Party may change its address by giving written notice of such change to the other Parties.
Section 11. Term. This Agreement will be in force and effect for a term of ten years
from the Effective Date.
Section 12. Effective Date. The effective date of this Agreement (the "E ective
Date") is the date that the District executes this Agreement after receipt of fully executed
original counterparts from the Developer and the City.
Section 13. Multiple Originals. This Agreement may be executed in a number of
counterparts, each of which will for all purposes, be deemed to be an original, and all such
counterparts will together constitute and be one and the same instrument.
Section 14. Entire Agreement. This Agreement, including Exhibits, constitutes the
entire agreement of the Parties and supersedes all prior agreements and understandings related
to the subject matter hereof.
Section 15. Authority. Each Party represents and warrants that it has the full right,
power, and authority to execute this Agreement and all related documents. Each person
executing this instrument on behalf of a Party represents that he or she is an authorized
representative of and has the authority to sign this document on behalf the respective Party.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as
of the dates set forth below to be effective as of the Effective Date.
[counterpart signature pages follow]
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COUNTERPART SIGNATURE PAGE TO
AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[GARDENS AT MAFIELD RANCH]
DISTRICT•
VISTA OAKS MUNICIPAL UTILITY
DISTRICT
Douglas Mink, President
Board of Directors
Date:
THE STATE OF TEXAS
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on , 2015, by
Douglas Mink, President of the Board of Directors of Vista Oaks Municipal Utility District, a
political subdivision of the State of Texas operating under Chapters 49 and 54 of the Texas
Water Code, on behalf of said district.
(seal)
Mo646173.81 8
Notary Public Signature
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COUNTERPART SIGNATURE PAGE TO
AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[GARDENS AT MAFIELD RANCH]
DEVELOPER:
PALMER INVESTMENTS, LP, a Texas limited
partnership
By: PALMER GROUP, LLC, a Texas limited
liability company, its General Partner
By. rn 2R
Name: t
Title: M ern b�
Date: 51 // ,57120( 5
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
his inent was wle ged before me on S , 2015, by
of Palmer Group, 4C, a Texas limited
*abitycompany, General Partner of Palmer Investments, LP, a Texas aited partnership, on
behalf of said limited liability company and limited partnership.
Mo646173.81 9
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Mo646173.81 9
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COUNTERPART SIGNATURE PAGE TO
AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[GARDENS AT MAFIELD RANCH]
CITY:
CITYOUND ROCK, TEXAS
By: /L��
Alan McGraw, Mayor
Date: • 2�7' 5
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on'2� , 2015, by
Alan McGraw, Mayor of the City of Round Rock, Texas, a home rule municipality located in
Williamson County, on behalf of said municipality.
(seal)
SARA LEIGH WHITE
" MY COMMISSION EXPIRES
July 11, 2016
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Notary Public Signature
COPY
CONSENT AND SUBORDINATION BY LIENHOLDER
R Bank, a Texas state bank ("Lender"), is the present legal and equitable owner and holder
of certain indebtedness of Palmer Investments, LP, a Texas limited partnership ("Owner"), which
is secured by, among other things, a deed of trust lien granted in a Deed of Trust dated April 24,
2014 from Owner to Mike Shaw, Trustee, recorded under Document No. 2014033o87, Official
Public Records of Williamson County, Texas (the "Lien").
Lender hereby joins in this Agreement for Pass -Through Wastewater Service f Gardens at
Mayfield Ranchl (the "Agreement") for the sole purpose of consenting to the Agreement and
subordinating the Lien and all other liens it may have securing such indebtedness to the
Agreement. The undersigned has the authority to execute this Consent and Subordination on
behalf of Lender and represents, in that regard, that all corporate action has been taken by Lender
to make this a binding Consent and Subordination.
LENDER:
R BANK, a Texas state bank
By:
Pri Name: L I-Aau- t -r �-vE
Title:_ &—uP
THE STATE OF TEXAS
COUNT'S.' OF VY M k c Amti -QA §
This instrument was acknowledged before me on \ , 2015, by
5' kA"S " 11 "—rl_ze - of R Bank, a Texas
state bank, on behalf of said bank.
`1'pY PV94i LISA MASCA10
�= Notary Public, State of Tex
(seal) 3�, 'yr' My Commission Expires Notary Public Signature
June 09, 2019
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EXHIBIT "A"
GARDENS TRACT
sERLr Landesigx. Service,Ing.
1220 11ricN01 Road
Z�fl1�T4] N Suite 200
L`RXID. MORS
Round'Roek, Texas 78681
. Firm Registration No. 10001800
512oe238-79.01 office
Sr 2o�Z- 512-238-7902 fax
EXHIBIT
METES AND BOUNDS DESCRIPTION —TRACT 1
BEING 5.000 ACRES OF LAND, SURVEYED BY LANDESIGN SERVICES, INC.,. OUT
OF JOHN D. ANDERSON SURVEY, ABSTRACT NO. 16, AND BEING A PORTION OFA
38.51 ACRE TRACT CONVEYED TO PALMER INVESTMENTS L.P., RECORDED IN
DOCUMENT NUMBER 2004632283 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS (O.P.R.W.C.T.) AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING at a 112" rebar found with 'cap marked "RJ Surveying" in the east line of
said 38.51 acre tract, in the west line of a called 237.026 acretract recorded in Document
No. 20010.40254 of the O:P:R.W C.T_, for the northeast corner of a called 3.936 acre tract
described as Arterial 14 -in Document No. 20060/3003 of the O.P.R.T.C.T.
THENCE crossing through said 38.51 acre tract and the .north line ofsaid Arterial H the
following two (2) courses:
1_ Along a curve to the right, having..a.radius of 1350,00 feet, a delta angle of 34`43'05", a
length of 818:02 feet and a chord which bears South 51'36'32" West a distance of
'805.57 feet to a 1.12" iron rod found with cap marked "Rd Surveying'
2. South 68'58'04" West a distance of 497.44 feet to a 1/2" iron rod with cap marked
"LANDESIGN set for the POINT OF BEGINNING;
THENCE South 6858'04' West with the north line of said Arterial H a distance of 408.90
feet to a calculated point:in the existing east right: of -way line of Sam Bass Road (County
Road 175) (R.O.W. Varies), the west line of said 38.51 acre tract and the northwest corner
of said 3.936 acre tract, from which a 1/2" iron rod found with cap marked "RJ Surveying"
bears North 75°30'1.7" West.a distance of 0.54 feet;
THENCE along the existing east right-of-way line of said Sam Bass Road and west line of
said 38.51 acre: tractahe following two (2) courses:
1. Along a curve to the left,having a radius of 1101.91 feet, a delta angle of 17'36'13", a
length of 340;40 feet and a chord which bears North 37'33'51" West a distanice of
339.06 feet to a 1/2"' iron: rod found with cap marked "CCC 4835";
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2. North 46018'04" West a distance of 152.85 feet to a 1/2" iron rod with cap marked
"LANDESIGN" set;
THENCE crossing through said 38.51 acre tract the following four (4) courses;
1.. North 43'1:0'03" East a distance of 206,58 feet to a 112" iron rodwith cap marked
"LANDESIGN"set;
2. Along a. curve to the right, having a radius of 1.08.00 feet, a.delta angle of 60'574.1", a
length of 11:4.91 feet and a chord which bears North 7CO 1849" East a distance of
109.57 feet to a 1/2" iron rod with cap rharked "LANDESIGN" set;
3. South 7645'23" East a distance of 202.17 feet to a 1/2" iron rod with cap marked
"LANDESIGN" set;
4: South 340.55'36" East a distance of 449.91 feet to the POINT OF BEGINNING.
This parcel contains 5.000 acres of land, out of the John D. Anderson Survey No. 16, In
Williamson County, Texas. Description prepared from an on -the -ground survey made
during October, 2014. All hearings are based Texas Central Zone 4203 State. Plane Grid,
derived from VRS. Coordinates provided by the Texas Cooperative Network Reference
Stations and where. scaled from point number 1 utilizing a scale.factoj- of 11.00o1266062
Page 2 of 2
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Landesign Services, Inc,
1220 McNeil Road
Suite 9.00.
Round Rock, Texas 78681.
Firm Registration No. 10001800
512:238-7901 office
512-2-38-7902 fax
EXHIBIT" "
METES AND BOUNDS DESCRIPTION — TRACT 2
BEING 28.260 ACRES OF LAND, SURVEYED BY LANDESIGN SERVICES, INC., OUT
OF JOHN D. ANDERSON SURVEY, ABSTRACT NO. 16, AND BEING A PORTION OF A
38.51 ACRE TRACT CONVEYED TO PALMER INVESTMENTS L.P., RECORDED IN
DOCUMENT NUMBER 2004032263 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS (O.P.R�.W.C.T.) AND BEING MORE PARTICULARLY
DESCRIBED. BY METES AND BOUNDS AS F.OLLOWS:.
POINT OF BEGINNING at a 1/2" rebar found with cap marked "RJ Surveying" in the east
line of said 38.51 acre tract, in the west line of a called 237.026 acre tract recorded in
Document No. 2001040254 of'the O.P.R.W.C.T. for the northeast comer of a called 3.936
acre tract described as Arterial H in Document No. 2006013003 of the. O.P.R.T.C.T.
THENCE crossing through said 38.51 acre tract and the north line of said Arterial H the
following two (2) courses:
1. Along a curve to the right, having a radius of 1350.00 feet, a: delta angle of 34'43'05", a
length of 818.02 feet and a chord which bears South 51'36'32" West a distance of
805,57 feet toa 1/2" iron rad found with cap marked "RJ Surveying";
2. South 68'58'04" Westa distance of 497:44 feet to a 1/2" iron rad with cap marked
"LANDESIGN" set for the;
THENCE crossing through said 36.51 acre tract the following four (4) courses:
1. North 34'55'36" West a distance of 449.91 feet to a 7/2" iron rod with cap marked
"LANDESIGN"-set'.
2. North. 7604523" West a distance of 202.17 feet to a 1/2" iron rod with cap marked
"LANDESIGN" set;.
3. Along a curve to the left, having a radius of 108.00 feet, a delta angle of 60'5741", a
length. of 114.91 feet and a chord which bears South 70°18'49" West a distance of
109.57 feet to a 1/2" iron rod with cap marked "LANDESIGN" set;
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4. South 43°10'03° West a distance of 206.58 feet to a 1/2" iron rod with cap marked
"LANDESIGN" set in the existing, east right-of-way lirie of Sam Bass Road (County
Road 175) (R.O.W. Varies) and the west line of said 38.51 acre tract;
THENCE North 46°18'04" West along the existing east right-of-way line of said Sam Bass
Road and the west line of said 38.51 acre. tract a distance of 1:b5.46 feet to a calculated
point for the northwest corner of said 38.51 acre tract and in the west line. of said 237:026
acre tract;
THENCE North 55°25`47".East with the north line of said 38.51 acre tract and the west line
of said 237.026 acre tract a distance of 20:30 feet to a 1/2" iron rod found with cap marked
"$OLIS KANAK' for the northwest corner of a 0.037"acre" tract recorded in Document No.
2003052999 of the. O.P.R.W.C.T.;
THENCE South 46021'24" East crossing through said 38.51 acre tract.and with the west
line of said .0.037 acre tract a distance of 40:86 feet to a 1/2" iron rod found with cap
marked "SOLIS KANAK" for the southwest comer of said 0.037 acre tract;
THENCE North 55024'56" East crossing through said 38.51 acre tract and the south line of.
said 0.037 acre tract a distance of 40.85 feet to a 1/2" iron rod found with cap marked
"SOLIS KANAK" forthe southeast corner of said 0.037 acre tract;
THENCE North 46'1656" West -crossing through said 38.61 acre tract and the east line of
said 0.037 acre tract a distance of 40.83 feet to a 112" iron rod found with .cap .marked
"SOLIS KANAK" for the northeast corner of said 0.037 acre tract,. in the north line of said
38.51 acre'tract and the west line of said 237.028 acre tract;
THENCE North 55°25'47" East with the north line of said 38.51 acre tract and the west line
of said' 237.026 acre tract a distance of 1906.45 feet to a 1/2" iron rad found for the
northeast corner of said 38.51 acre tract;.
THENCE South 20`21'33" East with the east line of said .38.51 acre tract and the west line
of said 237.026 acre tract a distance of 824.17 feet to the POINT OF BEGINNING.
This parcel contains 28.260 acres of land, out of the John D. Anderson Survey" No. 16, in
Williamson County, Texas. Description prepared from an on -the -ground survey made"
during October, 2014. All bearings are based Texas Central Zone 4203 State Plane Grid,
derived from VRS Coordinates provided by the Texas Cooperative Network Reference
Stations and where scaled from point number 1 utilizing a scale factor of 1.0001266062
Joseph Beavers Date
Registered. Professional Land Surveyor
State of Texas No. 4938
Job Number. 355-14-01
Altac6ehrs: Survey Drawing LA8 ac. Sam Bass0WGS13550101.dwg
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L -1n es gn Services, Inc,
1220 McNeil Road
Suite 200
Round Rock,.Texas 78681
Firm Registration No. 10001800
512-238-.7901 office
512-238-7902 fox
EXHIBIT " "
METES AND BOUNDS DESCRIPTION —TRACT 3
BEiNG 1.266 ACRES OF LAND, SURVEYED. BY LANDESI.GN SERVICES, INC., OUT
OF JOHN D. ANDERSON SURVEY -;..ABSTRACT NO. 16, AND.AND BEIRG`A PORTION
OF A 38.51. ACRE TRACT CONVEYED TO PALMER INVESTMENTS L.P.,. RECORDED
1N DOCUMENT NUMBER. 2004032263 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS (O.P.R.W.C.T.) AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING at a 112" rebar found .with cap marked "RJ Surveying." in the east line of
said. 38.51 acre tract; in the west line of a called 237.026 acre tract recorded in Document
No. 2001040254 of the O:P.R.V G.T. for the.northeast comer of a called 3.9.36 acre tract
described as Arterial H in Document.No. 2006013003 of the O.P.R.W.C.T.
THENCE South 20'21'33" East with the east line of said 3.936 acre tract and the west line
of said 237.026 acre tract a distance of 120.60 feet to a nail found for the POINT OF
BEGINNING,
THENCE South 20'21'33" East with east line of said 3.8.51 acre tract and the west line of
said 237.026 acre tract a distance of 224.99 feet to a fence post for the southeast corner
of said 38.51 acre tract, the southwest corner of said 237.026 acre tract.and in the north
line of Lot 24A, Block A,. Vista Oaks Section 5B, Phase 2 a subdivision of record in
Document No. 200058131 of the O.P.R.W.C.T.;
THENCE along the south line of said 38.51 acre tract and: the north line of said Block A,
Vista Oaks, Section 5B, Phase 2 and the north line of Block A; Vista Oaks, Section 6C a
subdivision of record in Document Nb..2000027589 of the O.P.R.W.C.T. the following fiNo
(2) courses:
1. South 694252" West a distance. of 39.9.90 feet to a 1/2" iron rod found;.
2. South 68°58'04" West a distance of 364.95 feet to a 1/2" iron rod found in the north line
of Lot 37, Block A, Vista Oaks, Section 6C and in the south iine of said 3.936' acre
tract;
Page 1 of 2
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THENCE along a curve to the left, crossing through said 38.51 acre tract and With the
south line of said 3.936 acre tract having 'a radius of 1450.0.0 feet, a delta angle of
31'57'25!', a length of 808.84 feet and a chord Which bears North 52'59'22" East a
distance. of 798.30 feet to the POINT OF BEGINNING.
This parcel contains.1.266 acres of land, out of the John D. Anderson Survey No. 16, in
Williamson County, Texas: Description prepared from 'an on -the -ground survey made
during October, 2014. All bearings are based Texas Central Zone 4203 State Plane Grid,
derived from VRS Coordinates provided by the Texas Cooperative Network Reference
Stations and. Where scaled from point number 1 utilizing a scale factor of 1.0001266062
Registered Professional Land Surveyor
State of Texas No. 4938
Job Number. 355-1'4-o1
Attachments: Survey Drawing LA38 ac. Sam BassiDWGS13550.101..dwg
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EXHIBIT "B"
DEPICTION OF CITY WASTEWATER LINE SEGMENT
AND WASTEWATER POINTS OF CONNECTION
Mllniwi\1 N0 Y.ld\IMIi'Ow.rr.RVMtM 1rwWballKmt lrtS\wl O�t•I CM LaaGt tw��t Oti4.�MiCli ILOi ul M tCplpiC
(W0646173.81
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K,S=11T
4KD29
RESTRIC11VE COVENANT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
WIMKEAS, PALMER INVESTMENTS, LP, a Texas limited partnership (the
" ner") is the owner of that real property situated in Williamson County, Texas, which is more
particularly described on Exhibit "A", attached hereto and incorporated herein by reference
(the "Pro e "); and
WHEREAS, as a condition to the provision of wastewater service to the Property, Vista
Oaks Municipal Utility District (the "District"), the City of Round Rock, Texas, and the Owner
have agreed that the Property should be impressed with certain covenants and restrictions
running with the land and desire to set forth such agreement in writing;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Owner agrees as follows, which agreement will be
deemed a covenant running with the land comprising the Property and be binding on the
Owner, its successors and assigns:
1. Except as otherwise expressly provided by this Paragraph i, the use of the
Property is restricted to uses which discharge wastewater that does -not constitute "nondomestic
sewage", as defined by Section 44-81 of the Code of the City of Round Rock, as amended from
time to time (the "Pretreatment Program"), and the discharge of nondomestic sewage is not
permitted from any use within the Property. If the wastewater discharged by any use constitutes
nondomestic sewage, the Owner is required to pretreat the wastewater prior to its release from
the portion of the Property at which the use is located, in accordance with requirements of the
Pretreatment Program. Any fees or charges incurred or imposed in connection with the
discharge of nondomestic sewage from any portion of the Property will be the sole responsibility
of the discharging party.
2. No changes may be made to the use of the Property that would change the
wastewater characteristics from domestic sewage, except when in compliance with Paragraph 1
above. Nor may any changes be made to the use of the Property that would increase the
quantity of wastewater generated into the District's wastewater collection system by the
Property to more than 135 living unit equivalents of pass-through wastewater utility service, not
to exceed, under any circumstances, an aggregate peak wet weather wastewater flow of 126 gpm,
without approval of the District, its successors or assigns.
3. Owner covenants and agrees that the wastewater collection facilities constructed
within the Property will not be connected to, or receive wastewater from, any wastewater
facilities located outside the boundaries of the Property. Owner, its successors and assigns, will
not permit any wastewater generated outside the boundaries of the Property to be passed
through to or received by the District's wastewater collection system.
4. No portion of the Property may contain a sexually oriented business as defined in
Section 6-55, Round Rock City Code, as amended from time to time.
5. No bar, nightclub, or other establishment generating 51% or more of its revenues
from the sale of alcoholic beverages, including any parking area designated to serve any such
{WOW173.81
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business, maybe located within 600 feet of the District's boundaries.
6. No portion of the Property may contain a commercial boarding kennel (indoor or
outdoor), animal daycare or grooming facility, or veterinary clinic.
7. Periodic inspections will be performed by the District to monitor ongoing
maintenance and compliance with this covenant and agreement.
8. If any person or entity purposely violates or attempts to violate the foregoing
agreement and covenant, the District, or its successors or assigns, may impose a fine or fines,
terminate pass-through wastewater service, and/or prosecute proceedings at law or in equity
against the person or entity violating or attempting to violate this covenant and may prevent
that person or entity from violating or attempting to violate this covenant. Each day of violation
will constitute a separate offense. Any expenses associated with the enforcement of this
agreement and covenant will be borne by and billed to the offending party.
9. If any part or provision of this agreement, and the covenant herein contained, is
declared invalid, by judgment or court order, that invalidity will not affect any of the other
provisions of this agreement, and the remaining portion of this agreement will remain in full
force and effect.
10. Any failure of the District, its successors and assigns, to enforce this agreement
and the covenant contained herein, whether the violations are known or not, will not constitute
a waiver or estoppel of the District's right to do so.
11. This agreement may be modified, amended, or terminated only by joint action of
both (a) a majority of the members of the Board of Directors of the District, or such other
governing body as may succeed the Board of Directors of the District, and (b) the owners of the
Property at the time of the modification, amendment, or termination.
[signature page follows]
(WW0646173.8)
COPY
EXECUTED this -5 day of L'� 2015.
PALMIER INVESTAEENTS, LP, a Texas limited
partnership
By: PALMER GROUP, LLC, a Texas limited
liability company, its General Partner
By:
Name:
eP—
Title:— Y?n P"
THE STATE OF TEXAS
COUNTY OF WILLIAMSON §
2015, by :
LLC, a Texas limi ed liability company, the General I
limited partnership, on behalf of said limited liability
Sharon A. Lastrapes
Notary PuNk. State of Texas
1.Y Commission E>�'ns
l •-•;;.o. �4�'' May 25, 2016
(W06461718)
of Palmer Inv
1y and limited
Public
of Palmer Group,
nents, LP, a Texas
COPY
CONSENT AND SUBORDINATION BY LIENHOLDER
R Bank, a Texas state bank ("Lender"), is the present legal and equitable owner and holder
of certain indebtedness of Palmer Investments, LP, a Texas limited partnership ("Owner"), which
is secured by, among other things, a deed of trust lien granted in a Deed of Trust dated April 24,
2014 from Owner to Mike Shaw, Trustee, recorded under Document No. 2014033o87, Official
Public Records of Williamson County, Texas (the "Lien").
Lender hereby joins in this Restrictive Covenant for the sole purpose of consenting to the
Restrictive Covenant and subordinating the Lien and all other liens it may have securing such
indebtedness to the Restrictive Covenant. The undersigned has the authority to execute this
Consent and Subordination on behalf of Lender and represents, in that regard, that all corporate
action has been taken by Lender to make this a binding Consent and Subordination.
LENDER:
R BANK, a Texas state bank
By:
Pr ed Name: 3' ryo LLr3'�e.a[&
Title: eyp
THE STATE OF TEXAS
COUNTY OFV-I\\1�o nutJ §
This instrument was acknowledged before me on _ `� io �,� S , 2015, by
' "�Qc� -, of R Bank, a Texas
state bank, on behalf of said bank.
LISA MASCARO
_
Notary Public. State of Texas fi
(seal) MY Commission Expires
dune 09, 2019 Notary Public Signature
(W0646173.8)
COPY
EXHIBIT "E"
FENCING LEGEND
(W0646173.8}